Archive of Our Own ^beta

Chapter Text

The worst thing about being a hero was the pressure. That was true, even since Ben had started his long journey down the hero’s path, seven(? It felt oh so much longer than that) years ago. The worst part about the worst part was that it never went away. The pressure escalated – heroes went from fighting street thugs to dealing with universal threats on a near-daily basis.

Case in point:

Ben didn’t think himself to be very smart. Oh, he was awesome by any measurement of the word, to be sure, but as for book-smart… that was Gwen’s area, not his.

But he had to get book-smart, analytical, whatever, now. Because if he didn’t…

Okay, fact: The universe was ending. Also a fact: Ben very much wanted the universe to not end. Fact three: He had an alien that could warp reality in the Omnitrix.

Minor setback: Alien X’s personalities squabbled so much they wouldn’t get anything done until the death of reality, by which point it might be too late to do much of anything. Another minor setback… he didn’t know much about creating a universe.

It couldn’t be hard… right?

It was a funny thing, pressure… put something under enough of it, and eventually… they break.

That was exactly what happened to Ben Tennyson when he was standing across from the Annihilargh, locked in the form of Alien X, unable to do much of anything until their personalities came to a resolution. Then, it went off, and he could see reality being sundered into nothing…

And Ben broke. The whole universe dying was a magnificent, beautiful, terrible thing in all its grandiose scale, and despite being far removed from most of reality, Ben could still see it, could witness it all unfolding at once.

And he did something he hadn’t done for a while.

He cried.

Ben broke, and he wept for the universe and all within it, and as Serena and Bellicus granted him control of Alien X to restart creation, he wondered where everything went wrong.

All he wanted was for things to be simple again. Simple hero work – the bad guys were bad, he was the good guy, people needed saving, but the whole universe wouldn’t be at stake…

He just wanted to go back to that first summer vacation. Just him, Grandpa, and Gwen going cross-country, having adventures…

He missed that. God how he missed that.

He wanted his best friend and his mentor back by his side, full-time. He wanted simple villains to deal with. He wanted threats that wouldn’t end the whole world…

He wanted to have fun again.

With that thought dominating his mind as he channeled Alien X’s phenomenal cosmic powers, Ben lost himself in the mix, unable to see what exactly he was creating.

And then, he awoke.

Chapter Text

‘BEEP-BEEP-BEEP-BEEP-BEEP’ the incessant tolling of the alarm clock going off repeatedly filled Ben’s ears.

The teenager reached out, missing a few times as he tried to hit the button, before he hit his target on the mark, yawned, and settled back into bed.

“Ben, get up!” His mother hollered kindly from elsewhere in the house. “You’re going to be late!”

“Late…” Ben muttered to himself, taking in a deep snore… before his eyes popped open.

He was too late.

Ben shot upright, looking around frantically for Rook, or the Vreedle Bros, or heck, he’d even take Argit at this point.

But… None of them were there. He wasn’t even where he had remembered himself being last. He was in his bedroom, it was six in the morning, and…

Everything was fine?

Ben looked around, blankly blinking.

Everything was fine.

“Must’ve been a nightmare…” Ben let out a heavy, shaky sigh, rubbing his face. One hell of a nightmare, in fact… But that was par for the course, in his line of work. At least it wasn’t stupid, like Mr. Smoothy not having Grape in when he wanted it.

When he had that particular nightmare, he was inconsolable for the whole day.

Anyhow, disregarding the disturbing dream, Ben got to his feet, yawning again as he began to go about his morning routine. He made it all the way into the bathroom, before he noticed the disconcerting lack of weight on his left wrist.

Looking down, Ben took in a shocked gasp as he found it completely empty. The Omnitrix, the most powerful device in the known universe, filled with aliens with powers that made Gwen’s magic look like cheap tricks, was gone.

Running back into his room in a panic, Ben began to turn it all upside down, frantically ripping out drawers, turning over his bed, and making an even bigger mess of it than usual before he realized what he was always going to realize at last with a pained gulp.

“Oh man…” Ben muttered to himself. “Azmuth’s gonna kill me.”

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Sandra Tennyson stood in the kitchen of the house, cooking breakfast as she heard her son distantly scramble to get ready. With a fond shake of her head, she continued to focus on the concoction in the pan. She told Ben to get up sooner than usual, but he was always so spirited. He’d probably spent the night awake, too excited to fall asleep.

Sure enough, he came into the kitchen in a crazy dash, his hair an even more wild mess than usual, with his shirt inside-out and backwards.

“There you are,” Sandra laughed quietly to herself, “And here I thought you were going to sleep in on the big day.”

“Big day?” Ben repeated blanky. “Wha- Never mind,” He quickly shook his head, his mind turning somewhere else. “Have you seen the Omnitrix laying around here? Please tell me the answer’s probably yes!”

Sandra, however, could only frown at her son’s request for the oddly-named… thing. “Omnitrix… Is that the Nintendo you’ve been carrying around, sneaking into class?”

“Mo-om,” Ben groaned painfully, “I’ve told you, not all video game systems are a Nintendo. Besides, you know it’s a watch, not a PSP or whatever.” His eyes popped open, as he blinked. “So… you haven’t seen it?”

“Haven’t the foggiest idea where it is.” Sandra replied patiently, “I’m sure it can wait. If it was important enough to pack, you would’ve done it last night.”

“But I went to sleep with it on!” Ben insisted. “Now it’s gone! What if it was Albedo!? Or Vilgax!? Or-“

“Ben, honey, relax.” His mother smiled at him gently, setting down the plate in front of him. “It’s just a watch, not the end of the world.”

“The end of the world…” Ben repeated blankly, staring at her cluelessly. “Say… you wouldn’t seem to remember a big, reality-destroying explosion, would you?”

Sandra chuckled to herself, sitting across the way from Ben. Carl was already gone and off to work, so it was just them, so she’d enjoy the last bit of time she had with her son before he had to leave. “Wasn’t that how the last episode of Doctor Who we watched ended? His time machine exploded?”

“Uh…” Ben stammered, glancing down at his plate. Plant-based imitation sausage, with eggs. The eggs were the only thing he could really stand to stomach.

He made the mistake of eating the faux meat once. Once. It was like the most horrible mix of peas, green beans, and mushed-up potatoes all in one patty-shaped package.

“You know, I’m not really feeling the sausage this morning.” Ben flashed what he hoped was a reluctant smile as he passed it off to his mother.

“Oh, are you sure?” Sandra asked worriedly in response, “You’ve got long ride ahead of you, and I don’t want you to get hungry on the way…”

“It’s fine.” Ben yawned. “I think I’m just not hungry yet. I can wait ‘til I get to… wherever it is I’m going.”

Sandra’s face furrowed in concern, as her hand shot out to feel Ben’s forehead. “Are you sure you’re okay? You’re talking about watches and now you’ve forgotten your trip with your Grandpa Max-“

“Grandpa Max, right!” Ben snapped his fingers, making it seem like he just remembered it thanks to her mentioning of it. The truth was, of course, that he had no earthly clue what was going on. “Just had a late night is all, heh. You know how it is, heh heh.” Ben grinned awkwardly, before he practically dove into the eggs.

Something was wrong, and he didn’t like it. Not one bit.

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“Okay,” Ben muttered to himself as he paced back and forth in his room, taking stock of everything, “So, the universe ended. That definitely was a thing that happened. Universe goes bang, everything goes dark, then I wake up here.” He blinked as a thought occurred to him. “So does that mean this is the afterlife?” He wondered aloud, feeling his own flesh. “I don’t feel dead… If the afterlife is just more of the same old stuff for all eternity, I’ll be fine going back to actual life, thanks.” He sighed, shaking his head.

Ben frowned thoughtfully, chewing his lip. “I mean… I don’t have proof the universe ended, except…” Well, except the Omnitrix being gone, his mom not even knowing what it was, and it apparently (according to the calendar he found in his room) today was the day of the big summer trip with Grandpa Max… Never mind that when all creation went belly-up, it was the end of summer, Grandpa Max had his hands full keeping the Earth-based branch of the Plumbers running, and that they never planned a trip to start with.

“Okay, Tennyson,” Ben hummed to himself, “So you remade the universe… Go you.” He tried, really to feel good about that. Really, it was totally awesome, in the Biblical sense more than anything, but at the same time…

He really screwed the pooch on this one. No Omnitrix, being the big one. There were little things, too, like the fact his favorite jacket (the green faux-leather one that Gwen had gotten him on their thirteenth birthday) was just gone – replaced by a whole drawer-full of nigh-identical green jerseys with the number 10 on them. The Mr. Smoothy’s logo adorning empty cups scattered about his room was also wrong, more… vaguely Spongebob-looking than the old simple face. Even his phone was wrong.

He fixed the universe… But he didn’t fix it good enough.

“Oh, man.” Ben sat on his bed, cradling his head. “It’s times like this that I really wish Gwen was around…” He shot up, his eyes wide as a thought occurred to him. “Gwen!” If things were more or less reset, that meant she was still around regularly… right? But he was still a teenager and not ten years old, so that allowed the possibility that she was still off at college, and not in a position to really readily help him.

But he also seemed to remember Gwen being one of his more prominent thoughts while going X-mode and remaking the universe. Plus Grandpa Max. And smoothies. And Chili Fries. Those were the big four, to the extent that he could’ve forgotten the Omnitrix in his scramble to make sure, if nothing else, those four things/concepts made the cut.

If anything made it into this new universe, it would be her. But would she know what on earth he was talking about?

Actually, that was a really good question. Ben didn’t have the Omnitrix, so she’d have to take him at his word that the whole universe was destroyed and remade on his own, and Gwen was a smart person. Skeptical too, and it was more than likely that if he didn’t have the Omnitrix, she wouldn’t have her magic.

She wouldn’t believe him.

Ben let out another sigh. He didn’t know what to do. That was always one of his biggest weaknesses, but in this case, he really didn’t know what to do. Maybe…

“Ben!” Sandra hollered from elsewhere in the house. “Your Grandpa is here!”

Grandpa Max would believe him.

With that thought, Ben grabbed the suitcases stacked up by his door, the guitar case among them (he couldn’t even remember the last time he touched a guitar), and shot out of his room like a bullet.

Grandpa Max was in the living room, chatting idly with Sandra as Ben came rushing in.

“Grandpa!” Ben breathed in relief, noting that his Grandpa seemed identical to when he last saw the old man. Ben couldn’t help it – after the universe actually ending, And Ben’s own worries that things weren’t back where they should be – he shot forward, and threw his arms around the man.

Grandpa Max chuckled, “Well, this is a surprise. The way you’re acting, you think we didn’t just see each other yesterday!” He remarked humorously, hugging Ben back.

“I’m just…” Ben awkwardly smiled, grinning widely. “Excited about the trip.” And glad to see him, but that really never changed.

“Good thing, too!” Grandpa Max chuckled, “We’ve got one heck of a trip ahead of us. Trust me, Ben, when this world tour’s through, you’ll wonder how you ever made it for so long stuck in Bellwood.” He remarked, before switching tracks. “Here, let me load this up while you say goodbye to your mother.”

Ben blinked in befuddlement. “World tour…?” He blankly repeated.

“I know, how exciting.” Sandra watched with an excited smile as Grandpa Max took the suitcases outside. “All those different countries and cultures… Just promise me you’ll stay away from processed sugar.”

“…yeah.” Ben muttered slowly.

Sandra raised a worried eyebrow at him. “Are you okay?”

“Yeah, fine, just…” Ben cleared his throat. “One summer seems a bit slow to see the world, don’t you think?”

“Well of course,” Sandra snorted, “You bring up that whole argument again. Ben, we’ve already told you: we don’t care if you’re traveling with your Grandfather for three months, or a year – you graduated early, like you promised us, you saved the money, like you promised, and you’re with someone who’s trustworthy and knows what he’s doing. As long as you don’t eat any strange meats and make sure you come back for the big holidays, your father and I can handle our reluctance while you expand your horizons.”

“Right, right.” Ben coughed, unsure of himself while he stood there. It… sounded like this trip wasn’t going to be just a summer thing, but a ‘however long it lasted’ thing.

“Now, go on.” His mother gave him a hug, and a quick kiss on the cheek. “Have fun, and be safe.”

“I will.” Ben smiled, despite his head spinning at the quickness of it all. New universe, no Omnitrix in sight, and he was being shoved out the door on what was apparently going to be a months-long world tour with Grandpa Max.

But… it might be beneficial. If there was a way to fix the universe, depending on how long it took, a months-long journey with Grandpa Max would be the perfect excuse to get it done.

It was that thought that kept him moving out the door, as Sandra gave Ben one last ‘love you’ as he exited out the house’s front door, and lay eyes on the motorhome parked at the curb in front of the house.

Ben blinked as his eyebrows shot up, seeing the vehicle and the owner moving around inside the lit environment. The door on the side opened, allowing Grandpa Max to stick his head out.

“Come on, Ben!” The old man waved. “I wanna make the first stop by breakfast!”

Ben rubbed his eyes in disbelief, before moving. The Mr. Smoothy logo and the phone apparently wasn’t the only thing he’d gotten wrong – the ‘Rustbucket’ was now an ironic name more than anything else. Instead of the almost undesirably old GMC motorhome that Grandpa Max lived out of, the RV was a more modern vehicle built on the chassis of an eighteen-wheeler.

Ben’s head slowly swiveled around as he took the first high step into the entryway, and climbed up, into the more spacious motorhome than the one he remembered. The place certainly looked comfortable, homely.

Ben slowly moved through, looking around with a frown as Grandpa Max took the driver’s seat, and prepared to get them moving. He let out a sigh as he passed the redhead sitting at the dining table, and he blankly muttered at her. “Hey, Gwen.”

Ben stopped in his tracks, looking at her properly, before his instincts got the better of him, and he pulled her into a tight hug.

“Ah, Ben, no, let go!” Gwen swatted at him with very little actual power put behind the swipes. “I just had this ironed!”

Ben frowned, pulling back as he looked down at her outfit. Nothing like the stupid, ‘preppy’ stuff she’d taken to wearing most of the time – just a cat shirt and skirt. “You iron that?” Seemed like such a waste of effort…

Gwen scowled, defensively crossing her arms. “Some of us would rather not look like wrinkled-up hobos wearing a bathrobe and pajamas as their day clothes.”

“Hey,” Ben pointed at her in retort, “That was one time. Besides, I wasn’t a hobo, I was the Dude!”

“Still looked like a hobo, Doofus.” Gwen replied with an eye roll as she got away from Ben.

Ben stuck out his tongue in response. “Well, that’s just, like, your opinion, man.” His smug smile dropped as he began to drum his fingers against the table. “Sooo… where do we go first?”

“Same place we always go first on trips with Grandpa.” Gwen began in response. A short beat of silence fell between the two, before they grinned in shared understanding, and pointed at each other. “Yosemite!” The two spoke knowingly at once.

“That’s right,” Grandpa Max threw back from up front, “You two sit tight, we’ll be there and in full-swing before you know it.” He pressed one of the many buttons on the dash, a Willie Nelson song being belched out from the radio on full blast in response, as the Rustbucket began to move.

Ben turned to his cousin with an excited smile… Before his own mind put a damper on his good mood, as he remembered everything that was happening.

Gwen noticed, looking up from her book at him with a cocked eyebrow. “What is it?”

“Um…” Ben stuttered for a second, trying to put it into words. “You ever break a coffee cup? And not like a cheap dollar store cup either, but like a really nice cup your dad got your mom for their anniversary? You glue it back together and think ‘wow, I just made it worse, not better?’”

“…did you break a coffee cup, Ben?” Gwen sighed, glancing at him with little amusement.

“No!” Ben crossed his arms defensively. “…but, say, hypothetically I did. Would you have a spell that could fix it for me?”

“Spell?” Gwen snorted in response. “Sure, let me just conjure up a potion to fill the cup while I’m at it. Do I look like a witch to you?”

Ben glanced pointedly at her shirt, at the black cat face sticking out like a sore thumb on her chest.

“…besides that.”

Ben sighed, shaking his head as he got up, and headed for the bedroom at the back of the Rustbucket. “Never mind. I’m gonna lay back down, wake me up when we get there.”

“All right… Weirdo,” Gwen muttered to herself as she shook her head, going back to her books, “Mumbling about coffee cups…”

Chapter Text

For most of the ride, Ben had simply sat in the back of the Rustbucket, laying down on the soft (too soft – the Rustbucket’s beds should’ve been like wood planks wrapped in blankets) mattress and staring at the ceiling.

But before long, they were at Yosemite, and it was time for Ben to face the proverbial music.

“Ah,” Grandpa Max took a breath of the fresh, unpolluted summer air of the national park as they all stepped out of the Rustbucket and walked down to the riverbank. Ben and Gwen were in their bathing suits, though only Ben and Grandpa Max had fishing poles, but Grandpa Max had gone all-out, and decked himself in a bucket hat, wearing a cargo vest stuffed to the brim with bait, spare fishing line, and tools despite the box he was carrying in one hand, and the fishing rod in the other. “No better way to ring in the summer than with a day of fishing, right kids?”

Ben didn’t respond, as he watched Gwen set up near the riverbank with one of those tanning mirrors, her face caked in so much sunscreen she looked like a clown. “Sure,” Ben frowned, “If we’re catching what we eat.” When Gwen didn’t respond, he raised his voice. “I meant that in the sense of ‘I’m not catching your dinner for you, dweeb!’”

“Ben, play nice,” Grandpa Max warned, nevertheless sounding like he was about to chuckle, as he cast his line out into the water, “I think your cousin can afford to work on her tan for a while, as much time as she spends cooped up indoors.”

“She can do it without being a freeloader,” Ben snorted in response, as he cast his line out as well. “So…” He tapped his foot as they just stood there, “I figured a man with a palate as refined as you would think fish was a little… pedestrian.”

Grandpa Max chuckled, as he felt a bite on his line, already beginning to reel it in. “I found a new recipe – stir fry trout eye! Sounds delicious, doesn’t it, Ben?”

“Yeah,” Ben gave a hearty grin as the old man turned back to the river, allowing Ben to make the gagging face that really summed up his thoughts. While his grandpa was distracted, he ran over to Gwen, “I’ll keep him distracted,” He whispered to his cousin, “You go to the convenience store and get us enough supplies to last the summer.”

Gwen snorted, but smiled as she raised a teasing eyebrow. “And who’s going to pay for it?”

“Aw, nuts.”

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The fish weren’t biting – that much could only be stated outright. By the time they caught enough to cook up for dinner, the sun was beginning to set.

Ben and Gwen sat across from each other at a table set up outside the Rustbucket, watching warily as Grandpa Max skinned the fish on a different table nearby.

“It’s important you don’t let any part of the fish go to waste,” Grandpa Max explained, as he always did whenever they went fishing, “Even the entrails can be used to make chum to catch more fish.”

Ben tried to smile fondly, he really, really did, but it didn’t quite reach his eyes. Even though the man before him looked, sounded, and acted enough like his Grandpa Max, there was a tiny, infinitesimal voice in the back of Ben’s head that told the teenager his Grandpa Max was dead. Dead and dust because he wasted time before going Alien X to fix things.

“Something wrong?” Gwen looked at Ben with a cocked eyebrow, and again, Ben tried to tell himself that she was, emphatically, his cousin, and not some new woman sauntering around, wearing her face.

“Huh?” Ben blinked, before shaking his head. “Nah,” Ben waved his hand in front of his face, “I think it’s just the smell of the fish guts getting to me.” Gwen looked skeptical, but let it drop, as she went back to typing away on her laptop. Ben leaned forward, looking at her curiously, “So, how’d you get your parents to let you come on this ‘world tour,’ huh?” He inquired. Bossy old Aunt Lily and Uncle Frank were really, really pushy when it came to school stuff and extracurricular activities, to the extent they were usually the ones that, more often than not, pushed Gwen to be as much of a busybody as she was.

“Well, it’s not like I had to pull miracles out of nowhere to even get them to consider it,” Gwen pointedly retorted, glancing up at Ben with a deadpan look.

“Come on, accusations, really?” Ben asked in response.

“You remember how many nights you called me, begging for help with your assignments to make sure you could graduate early, right?”

Well, actually, no, he didn’t, but it certainly seemed like something he’d do to make sure he could go on a world tour with Grandpa Max and Gwen. Actually, that made Ben stop to think for a second. How come he had the foresight to make sure everybody else could remember this new history or whatever, but he couldn’t?

“Ben,” Gwen addressed sternly.

Ben shrugged, nonchalantly reclining slightly. “So I asked for your help with one or two papers, no biggie! Look, all I’m saying is, I figured once High School was a thing of the past, you’d already be signed up for the summer semester of Harvard or Yale or something.” That was what the original Gwen had done, at least. Even before she graduated from High School, back when he had the Ultimatrix and had Aggregor to deal with, she’d gotten her college papers done and sent away to be accepted. That was why it seemed so sudden when she left at last.

He didn’t even know about it until it was too late.

Maybe he could’ve convinced her to stay. Maybe then the universe wouldn’t have ended. Or maybe he could’ve gone with her, and the universe still wouldn’t have ended.

“Friedkin has online classes,” Gwen explained as she continued to read whatever it was on her screen.

Ben frowned, “Isn’t that less… uh… what’s the word for ‘cool,’ except it’s not cool, it’s just a bit more recognized…”

“Prestigious?” Gwen rolled her eyes, as Ben snapped his fingers and pointed. Gwen shrugged in response, “It’s not like I need a degree to see the world anyway.”

Ben felt bile start to rise in his throat. That was wrong, wrong, wrong. Gwen didn’t need to go to college, he’d always known that just as well as her, but she still went anyway. Because she wanted to be the best, even though she already was.

“Uh, you know what,” Ben took a breath and stood up on all-too-shaky legs, “I’m just gonna go on a walk real quick. Try to work off some of my energy before dinner.”

“Good idea – “ Grandpa Max nodded, “We’ll be hitting the road early in the morning anyway, but don’t stay away too late.”

Ben nodded, gave a quick, two-fingered salute, and hauled ass into the woods.

Gwen frowned as Ben disappeared into the treeline. “Grandpa, does something seem off about Ben to you?”

The Tennyson grandfather hummed to himself thoughtfully. “How so?”

“Are you kidding?” Gwen looked at him with a cocked eyebrow. “He’s being so… quiet.”

“I suppose that’s just him trying to make the trip as smooth as possible – I’m sure whatever’s going on in Ben’s head is nothing we need to be concerned about.”

“Yeah…” Gwen muttered to herself quietly, going back to work with a frown.

Ben was acting weird… but if he was going to try and hide it, let him.

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“Stupid Annihilargh, destroying the universe and making me have to build a busted new one.” Ben huffed to himself, kicking the ground as he walked, before he stopped, allowing himself a small smile, “Hey, I said it right!” Even the small amount of joy he took in that faded quickly, as none of the people who had any clue what the Annihilargh was were there.

Not even Rook. Damn shame, too, because he was just starting to warm up to the guy.

“I wish there was a way to fix all this…” Ben muttered fatally, looking down as he stepped over a root, “Put the universe right.”

But, of course, that begged the question – would they be his Grandpa Max and Gwen, or just new new people, closer to the originals, but still separate beings? Ben didn’t entirely remember what he did to remake the universe, only that he just tried to save what he could, the best he could. Did he make a whole new one, or just… shuffle things around so the Annihilargh never went off, and wound up shuffling a whole lot more than he intended to in the process?

Were these new people new people, or were they the ones he knew, just tweaked to fit in whatever new history this was?

“It’s times like this I wish I took that philosophy class,” Ben grumbled to himself, “If I knew I was gonna get caught up in existential horror anyway, I would’ve just done it early and got it out of the way.” He shook his head, still walking with his head bowed as he thought.

And that number 10 on his jersey was really starting to taunt him. Like a mocking, twisted reflection of what he remembered – just close enough to not be a total culture shock, but still reminding him that this place was wrong, and it was all because of him.

“Darn it, I tried my best.” Ben growled to himself, petulantly shoving his hands into his shorts. “Why can’t you just let this go, Tennyson?” He rhetorically wondered aloud, before hearing a distant roar, like growing thunder, come from the sky above.

A ball of fire, trailed by smoke, lanced through the night sky.

The corners of Ben’s mouth twitched, despite himself. “Well, when you wish upon a star…” He cleared his thoughts, and wished, wished for a way to fix all this…

The moment he finished that thought, the meteor did a ninety-degree turn, on a direct course for Ben.

“Oh, no way!” Ben hollered as his eyes went wide. He remembered this, of course he did. He turned tail and ran as the meteor skimmed the sky closer and closer to the ground. “Talk about déjà vu!”

With an earth-shattering kaboom, the meteor struck ground, the shockwave throwing Ben forward as a deep trench was carved into the ground.

Ben groaned as he pushed himself onto shaky legs, flares of aching pains springing up all over his body. “Okay…” He wheezed as he limped over to the edge, “I could’ve done without reliving that part.” He reached the rim, standing on the side as the smoke cleared.

Ben’s heart raced as he gazed blankly into the impact crater, and the pod on a raised portion of ground at the bottom, like the treasure in Indiana Jones sitting on its plinth. Okay… so the Omnitrix was still around, just… off-schedule. Without a single pause, he jumped down into the crater, and ran over to the pod as it opened, revealing the object inside.

Ben’s breath hitched as he lay his eyes upon it. The Omnitrix. His Omnitrix – the prototype, the one he still thought of whenever the word came to mind, not the just-as-busted (arguably even more busted) full-production model that Azmuth had given him after taking down Dagon, and not even the Ultimatrix.

The Omnitrix. The one sent to Earth by Xylene to keep it safe from Vilgax. The one that started it all when it jumped onto Ben’s arm of its own free will.

“Hey, old pal…” Ben murmured with a smile, as portions of the device lit up green. Not the dark grass green that the last few models were dyed with, but that electric, radioactive, Mountain Dew green that just screamed ‘alien.’

It was like… seeing a loved one you’d thought lost for years, only to find them alive, healthy, and returned to you. A part of Ben that he didn’t even realize was missing felt whole again as he spotted the Omnitrix there, waiting patiently for its wielder.

Ben smiled, and reached out with his left hand, holding it steady even as the Omnitrix peeled open, jumped onto the wrist, and tightened around it. A pins and needles sensation spread around the site as the Omnitrix fused with his skin, followed by it quickly subsiding as Ben felt completed once more.

“All right.” Ben grinned, pressing the activation button down. “Let’s go Alien X and fix this mess…” He decided as the core sprung up, and he began to cycle through the available options. Very quickly, Ben began to notice a small hiccup in the plan. “Oh man!” He groaned as he went through all ten options, then went right back to the beginning.

They were – with the exception of Cannonbolt, Wildvine, and a new one he’d never seen replacing Ghostfreak, Wildmutt, and Ripjaws – all members of the original roster.

In other words: No Alien X.

“Come on…” Ben muttered to himself as he witlessly cycled through the menus again and again. “There’s gotta be a way to… Omnitrix!” He barked at it, “Voice command override: Code 10! Unlock Celestialsapien DNA.”

The Omnitrix did not respond, it didn’t even flash, or beep in the negative.

“Wait…” Ben sighed. “That’s right, I only figured out how to put in the voice commands after I met Azmuth… Darn it. Well,” He went to the one alien he didn’t recognize in the lineup, “Might as well give this guy a shot.” He decided, before slamming his hand down on the dial.

Immediately, a buzzing, tingling wave of energy washed over Ben’s body. His skin became hard in some spots, like metal, and tough and flexible near the joints, like thick rubber. He felt the whole rest of his body begin to liquify, though it was not a painful sensation, by any means. When the energy faded, Ben looked down, to see himself clad in a suit of metallic red armor, all sleek and curved almost like a diving suit with a domed head. Two cones with flat points stuck out on both sides of the head dome like ears, as transparent tubes of water ran through the main extremities of the armor.

“Hold on a second,” Ben spoke, causing the cones on his domed head to flash in time with his speech, as his voice flowed like he was speaking underwater, “This is just Water Hazard!” He lifted his hands, looking through at the water through the windows in the sides of his armor. Through it, he could see the other side of the armor, but yet, he was still able to completely move his body and extremities. “Although… The Water Hazard I remember wasn’t made of water.”

A living water creature, encased in a suit of armor so it could move outside the ocean. That was a bit cool.

“All right,” Ben experimentally wiggled his ‘fingers.’ “Let’s see what this guy can do!” He balled his fists and went to crack his knuckled, but when he did, he must’ve triggered something – a reflex built into the suit, or just as a consequence of his stretch – that caused two ports on his forearms just below his wrists to open like valves.

A jet of water, highly compressed and streaming out like it was emerging from a fire hose, jetted out from the alien’s hands, filling the bottom of the crater like a lake as Ben was thrown back from the recoil.

“Whoa!” Ben gasped, as he pulled himself back up, feeling no worse for wear. “I’m not just made of water… I make it too, cool!” That was a big difference from Water Hazard, who just drew in moisture in the air like a dehumidifier and shot it all out in pressurized jets.

“I wonder…” Ben rumbled, looking down at his hands curiously. Was there an upper limit to how much water he could make? How strong the jets could be?

He’d know if he had the new model – though he had a soft spot for it, the retro Omnitrix did have some issues, like not giving him the knowledge to work his new aliens. He had to learn by doing.

Still, that was fine. That was the kind of learning that was fun in his book.

Ben pointed his arms toward the ground, balled his fists, took a deep breath, and let the jets loose. Like a water hose turned up full blast, the water launched him up, up, and up, high above the treeline, away from the crater.

Ben let out a whoop, as he began to fly.

----------

Grandpa Max took in a deep breath as the (in his mind, no doubt) irresistible aroma of the stir fried trout eyes filled his nose, as he placed the concoction of culinary excellence on a plate, and sat it down in front of Gwen. “There you go, pumpkin. Bon appetit.”

“Uh…” Gwen stared down at the eyes, looking back up at her, pupils and all, staring at her. She pulled her shirt closed tighter, as though that would help the feeling of being scrutinized, before she gently pushed it over to the side. “I think I’ll just stick with the regular meat.” At least then it couldn’t look at her.

Grandpa Max shrugged, as Gwen began to eat the more normal food. He frowned suddenly, checking his watch. “Say, Ben’s been gone a while. I figured he’d be back to eat by now.”

“Pssh,” Gwen made the sound after downing a chunk of Trout, “He’s probably off starting forest fires again.” She shook her head as she heard something in the distance, like a waterfall, before she looked upwards, barely seeing a silhouette in the night sky, followed by droplets of water raining down.

Before she could even open her mouth to ask what it was all about, a huge metal figure, like a robot, crashed down, smashing the unoccupied table nearby.

“Ow…” The robot groaned as two lights on its big, dumb dome flashed, and it stumbled up to its feet. “Okay… Now I know why water jetpacks are only used over water.”

Gwen could only stare, before a shrill scream, at the hulking, monstrous figure with glowing green eyes.

“Oh, don’t get your panties in a twist, dweeb!” The ‘robot’ rolled its eyes. “I didn’t even start a fire this time, I don’t know why you’re screaming.”

“Wait a minute,” Grandpa Max took a step, looking at the robot curiously, “Ben!?”

“You know it!” Ben emphatically threw out his arms, standing awkwardly. “…can I get a towel?”

Chapter Text

“You just found it?” Gwen repeated incredulously as she and Grandpa Max sat across the way from the transformed Ben.

“Yeah?” He shrugged, “So what? Or,” He placed one of the claw-like digits to his respirator, like someone putting a finger on their chin in thought, “It found me, I guess.” At Gwen’s scathingly inquisitive eyebrow, he went on. “It was a shooting star, right? Only it did a turn in the air, like a lightcycle!”

“Lightcycle…” Gwen repeated slowly, her voice so quiet she almost couldn’t be heard.

Grandpa Max turned to her, “From the movie Tron.”

“You haven’t seen that movie?” Ben inquired, causing Gwen to cross her arms at him.

“You have?” Gwen rolled her eyes, “Nerd.”

“Dweeb.” Ben let out a sound that sounded like the bubbling of an office watercooler. “…that was supposed to be a raspberry.”

“Whatever you say,” Gwen began as her eyes twinkled mockingly. “Fishbowl man.”

“Fishbowl Man?” Ben repeated, sounding utterly affronted. “That’s a horrible name! No…” He looked down at his hand, wiggling his fingers, “Water Hazard.” No, wait, he already used that one, “No… I think I’ll call this guy… Overflow.”

“Seriously?” Gwen questioned, “You’re naming it?”

“Uh, yeah, I can’t just be ‘the water guy.’” The optics in Overflow’s armor rolled in exasperation. “People wouldn’t know who they’re talking about.”

“People!?” Gwen raised her voice. “Who’s gonna be talking about you, dipshit?”

“Gwen!” Grandpa Max gasped, clutching his proverbial pearls. “Language.”

The girl shrunk slightly, crossing her arms over herself. “Sorry.”

Grandpa Max cleared his throat, moving on. “While I wish she would’ve said it a bit more delicately, Gwen’s right – you planning to take that somewhere, sport?”

“Well…” Overflow twiddled his thumbs, a metallic clinking being produced. How did he tell them? That he found the Omnitrix before, knew how to use it, what it was capable of, and just how good he was at it?

The answer, of course, was that he couldn’t. But in this strange, new universe, the only thing Ben wanted anymore was something familiar.

Hero Time was that, if nothing else.

He had to make it happen.

“You saw what this guy could do,” Overflow defensively replied, “It’s like I have superpowers! Maybe I could use them to help people… really help people.”

“You’re kidding,” Gwen shook her head, “Ben, you couldn’t even figure out how to work your iPhone. What makes you think you can work a piece of alien supertech?”

“Well, you don’t have to be a negative nancy…” Overflow crossed his arms in return.

“I’m being realistic.” Gwen gently replied, placing a hand on his arm, swallowing and visibly fighting the urge to pull away at the touch of the cold, alien metal. “We don’t know what that thing is, where it came from, or even how to turn you back. If you can turn back.”

He looked down at the symbol on his chest. Well… only one out of three wrong on Gwen’s account wasn’t bad. Overflow moved his arm to the Omnitrix badge and pressed it.

In a flash of light, Ben was sitting on the log, entirely human again.

He grinned, kicking his feet up on a stump nearby. “Touching the dial makes me an alien – ergo, touching the dial while I’m alien makes me human.” And the best part about it was, the Omnitrix didn’t even have to go through a complete recharge cycle because of it. So much trouble could’ve been avoided if he discovered that feature back when he was 10.

“Or, you could’ve activated a self-destruct mode!” Gwen gestured wildly.

“…nooo, that’s…” Ben stammered and cleared his throat. “No.”

Gwen took in a growling breath, looking toward Max. “Grandpa, can you please get the cogs in his brain working?”

“Gwen’s right,” Grandpa Max said to Ben, causing the teen to snort, “We don’t know enough about that thing to go messing around with it, willy-nilly.”

“Pssh, I’ve got it under control!” Ben nonchalantly shrugged, smiling as he reclined slightly, glancing at Gwen. “Two ‘Gwen’s right’-s in one night. That’s gotta be a new record.”

“Because I am right, doofus!” Gwen huffed, throwing up her hands. “I don’t understand how you can be so calm about this!”

“Gwen-“ Grandpa Max began, before clearing his throat, realizing what he was about to say for a third time. “I’m pressed to agree.” He looked at Ben sternly. “I’m a little concerned you’re not taking this seriously.”

“Grandpa, come on, it’s me!” Ben smiled and shrugged again, “When have I ever taken anything seriously that didn’t involve Sumo Slammers? It’s just… one of those things I’ll have to learn to live with, now, I guess.” He continued on, his tone of voice betraying just how happy he was to have found the Omnitrix again, and so soon to boot. “If the thing’s fused to my arm, I doubt we could get it off anyway, it being alien supertech and all. I’ll just have to learn how to work it, no biggie!” Never mind that he did know how to work it.

At least… he knew how to work the recalibrated version of it. But it’d be fine! He may be a bit rusty with it, but it was still the same old Omnitrix. Smelled the same, too, like… burnt rubber with a hint of rust. The point was, it wasn’t the new Omnitrix that came after the Ultimatrix.

That damn thing’s scrollwheel was so sensitive, he ended up overshooting the aliens he wanted more often than not.

It figured an alien super-genius would build something so complex, then forgot to add something as simple as sensitivity controls.

Then again… it was probably his fault for not bothering to read the manual.

“Well,” Grandpa Max nodded authoritatively, but approvingly, “As long as we’re on the same page about that. Still, I’m not sure you should be in such a rush to use that thing without knowing what in Sam Hill it is. Turning you into aliens like that could be ripping you apart from the inside out.” The campsite fell silent, as Gwen looked at her Grandpa with a stunned, blank look, and Ben had a dopey grin plastered on his face. “What?”

“How do you know it’s alien?” Ben probed, like he knew, because he did.

Grandpa Max, however, if there was one thing that could be said about this new version of him, was a tremendous actor… That, or he genuinely had no Plumber ties, in which case: “It fell from space, and technology like that’s the realm of sci-fi. I should know - I still have my collection of Buck Rogers comics in the Rustbucket’s air conditioning unit.”

‘Yeah, play it off.’ Ben thought to himself with a fond eye roll as Grandpa Max got to his feet. “So, we’re all agreed, then? Aliens? Or maybe it’s time travel! Or a secret government experiment!”

“There’s only one way to be sure.” Max took one of the lanterns set up around the site, and pushed the top down, turning it into a flashlight. “I’m going to go have a quick look at the crash site. The two of you stay here and get the camper packed back up. When morning comes, I’d prefer to hit the road as soon as possible.”

“Mmm-hmm.” Ben hummed with his arms crossed as they watched the old man walk into the woods. “So… Does Grandpa know about aliens, or does he know about aliens?”

“What the-!?” Gwen choked on a marshmallow, wheezing. “No!”

“Come on,” Ben leaned on her with a conspiratory grin, “Didn’t he used to fly planes out of Area 51 back in the War? You know he’s gotta have some cool UFO stories…”

“Okay, one: Get off me.” Gwen pushed him away slightly, but allowed him to remain on the log with her, at least, “Two: Area 51’s a facility dedicated to the construction of experimental, human, military aircraft-“

“That’s just what They want you to believe.”

“Ben, they tested the B-2 Spirit there.”

“The stealth bomber?” Ben blinked in recollection. Planes were cool, especially planes like that – the ones that looked like UFOs. “Awesome!”

“Three:” Gwen continued, “We’ve got to pick up, like Grandpa said.”

“Aw, you don’t want to sit here, shooting the breeze with me?” Ben held his arms outstretched with a cutesy smile.

Gwen stared back, unamused. “Going to shoot you in a minute.”

“Oh, yeah, you and what-“ Ben began, before Gwen, without hesitation, reached into a bag nearby, and pulled out- “What in the- is that a pistol!?”

“Yes,” Gwen bluntly answered, before pointing it at Ben, and pulling the trigger. Ben flinched, squeezing his eyes shut…

…before a small jet of water splashed him in the ear.

“Ack- hey!” Ben went red in the face, as Gwen laughed.

“It’s a water pistol, doofus.” She waved it around for emphasis.

Ben, thoroughly unamused, shook the water off his arm. “Yeah, well, we’ll see if it’s so funny when you get a Super-Soaker to the face coming out the bathroom when you least expect it…” He muttered to himself, as he took one look at the campsite, and made a quick decision:

He was not wasting time doing it the old-fashioned way.

“Ben?” Gwen’s voice took on a warning tone, as she noticed him looking down at the watch with a mischievous expression. “You’d better not be thinking about what I think you’re thinking…”

Ben grinned widely, activating the Omnitrix. He quickly cycled through to the option he wanted, and slammed his hand down.

In an instant, where he had been standing was the velociraptor-like, streamlined frame of a Kineceleran, and one of Ben’s old favorites.

“Ben!” Gwen put her hands on her hips, with that chiding pout on her face that always made Ben want to act out even more. “Grandpa just said-!”

“What?” XLR8 shrugged in the blink of an eye. “He said he wasn’t sure I should be using it, not that he didn’t want me using it at all. Plus, watch this!” His visor went down over his face, before he moved. In a black, blue, and green blur of motion, XLR8 dashed between the corners of the campsite, into the Rustbucket, and back out, again and again, leaving streaks in the ground as he moved, crossing his own backblast several times over.

In mere seconds, the campsite was cleared, and XLR8 turned back into Ben, who stood with a proud, smug expression on his face.

“…okay,” Gwen granted him that little bit of leeway, “I guess some of those things have their uses.”

Ben chuckled, taking the lead toward the camper’s door, “Come on. Let’s play Super Smash Bros. or something until Grandpa gets back.”

Gwen let out a puff of air, but followed him with a slight smile, up into the Rustbucket.

As she trailed behind him, Ben smiled to himself. Sure, it might’ve been with a copy, but… well, this almost made him feel at home again.

Almost.

-----------

“That’s bullcrap!” Ben raged, resisting the urge to throw the controller as he shot to his feet, pointing at the TV. “I was this close to the edge, why didn’t he grab on!?”

“That’s what you get for playing Little Mac,” Gwen smiled with faux innocence, fluttering her eyelashes smugly. “Looks like I win. Again.”

“You cheated!” Ben called her out furiously, “You picked Fox!”

“Yeah,” Gwen snorted, “Because you told me to, because you know if I had picked Captain Falcon, I would’ve creamed you even quicker! What’s the matter? Mad you lost to little old me?”

Ben rolled his eyes. “No.” He really wasn’t, he was just egging her on at this point.

He missed these little arguments over stupid crap. Nothing world shattering, just… normal stuff, with her.

He still had Grandpa Max, and Julie, and then he met Rook… But Gwen might as well have been his rock, and Kevin was his brother. When both left, it tore at him more than he cared to admit. He couldn’t even manage a proper goodbye, in the moment.

Now, he’d never get the chance.

His throat suddenly felt very dry as he put down the gamecube controller, sitting down.

“Ben?” Not-Gwen asked him in concern, “Is something wrong?”

“No,” He shook his head, wincing. He was a terrible liar, plus, he didn’t want her sympathy: He wanted the real Gwen, the real Grandpa Max, the real Kevin, and Rook, and Julie – he wanted all of them back, where they belonged, “I just… need to think for a second.”

“…does it hurt?” Gwen softly asked.

Ben, in a moment of irrational panic, looked up, thinking ‘She knows.’ But as he looked at the grass green eyes she glanced down at the Omnitrix, and it quickly went away as she strayed away from what he feared she’d dredge up.

Good… but also disappointing. Because if she knew, that would mean she was Gwen, and all this was some big act, and not a new universe pulled and stretched to fit a mold he made for it.

“That thing, on your wrist,” She carefully reached out to touch it, “Does it hurt?”

“Huh?” Ben looked down at the Omnitrix, before he shook his head. “No.” It was bulky, but it was no heavier than the rest of his arm, and it just kind of… sat there. Like all the others, it didn’t feel like it was even there.

If anything, it hurt when it was gone. Like… well, everything else.

Ben gulped, looking down with a sigh. “Gwen, listen, there’s… something I need to tell you.” He could tell her about it now, right? They found the Omnitrix, her eyes were opened to aliens, maybe she could still use magic – use it to send him back in time to fix everything.

Paradox wouldn’t approve… But, then again, the good Professor was supposed to be the Guardian of the Timestream, and this universe was wrong. Paradox would probably help more than anything.

But… it was probably a moot point anyway. The Annihilargh going off probably wiped Paradox out with everyone else. The only difference was, Paradox was probably able to witness the whole thing go down from the outsider’s perspective.

Though before Ben could even get the words out, the door to the Rustbucket opened, allowing Grandpa Max to walk inside.

“Nevermind.” Ben shrunk into his seat, as Gwen focused a look at him that made him want to explode and admit everything. Original Gwen or not, that look was scary.

Before Ben could spontaneously combust, Grandpa Max climbed up the steps, holding the same, circular metal pod that the Omnitrix had arrived in.

“Grandpa?” Gwen looked at him curiously. “What is that?”

“I found it at that crash site,” The old man answered, turning to look at Ben expectantly, “This is the pod that watch showed up in, right?”

“Uh,” Ben self-consciously scratched the back of his neck, like he was worried Max would find something to take issue with about it, “Yeah.”

“I don’t see any propellors or control surfaces,” Gwen frowned, touching the sphere experimentally, “Are you sure it just veered toward you like that?”

Ben bristled like Gwen had just accused him of telling a lie. “Uh, yeah? Why would I lie about that?”

Grandpa Max shook his head, opening his mouth before Gwen could come up with a snappy retort. Just as well, too, Ben really didn’t feel like arguing anymore. “She didn’t say you were lying, Ben.” The Omnitrix’s pod was held under his arm like a basketball, catching and reflecting the light from the Rustbucket’s interior.

Ben looked around with an absent-minded frown, wondering just why it was called the Rustbucket in this timeline. It wasn’t old, or run-down, maybe-

“Ben!” Gwen snapped her fingers in front of Ben’s eyes, causing him to jump.

“Huh!?” Ben snapped out of his reverie, looking back to Grandpa Max. “Sorry, I was just… Thinking about lightbulbs.”

“Oh, you’re wondering where to find more to replace the ones you lost up here?” Gwen tapped his forehead, before she turned to Grandpa Max, stage-whispering. “I think that thing’s melting his brain, now. He picked Little Mac while we were playing Smash.”

Grandpa Max blanked for a moment, unable to put together in his head how picking something that sounded like a rip-off of a Big Mac would mean Ben’s brain was melting, before he shook the thought away, and got back on track. “Ben’s fine, I’m sure, even taking his spacing out into account. I’m more concerned about this pod.” He held it up with both hands. “I don’t see any actuators, control flaps, or reaction wheels. Nothing that could explain it just shooting toward you like that, Ben.”

Ben shrugged, figuring as much. Still, he wasn’t entirely uninvested. They never took the time to really examine the pod that first night, not when Vilgax’s drones started shooting the campsite up. Later, when they ran into Xylene and the truth came out that the Omnitrix had originally been sent to Max, Ben just kind of assumed the pod locked onto him and adjusted its course.

But that begged the question:

“But if there’s no technology driving that pod, then how did it get to Ben?” Gwen wondered aloud, unintentionally voicing what Ben himself was wondering at the moment.

“It could be some alien tech thin enough to fit in the shell of this thing,” Grandpa Max theorized, “But I don’t want to go taking a buzzsaw to this thing until we know what exactly it’s made of.”

Ben snorted, “That’s a bit too cautious, don’t you think?”

“Son,” Grandpa Max began, turning to him, “The thing survived a fall from orbit without getting a single ding or scratch on it. We start taking powertools to it, and we might be the things getting torn open, not the pod.”

Ben slumped in the seat with an eye-roll. “Okay, sure, whatever. So we’re going to find out what it’s made of without taking it apart. Yeah, no, that makes perfect sense.”

“There’s an old buddy of mine who lives out in Chicago,” Grandpa Max answered sternly, “A metallurgist. “I’m sure he has the equipment to figure this out.”

“And if it’s alien?” Gwen inquired.

“We know it’s alien, this is just to make sure we don’t cause an enormous explosion trying to cut into this thing.” Grandpa Max replied, “This could be made of a metal that reacts explosively when coming into contact with aluminum for all we know, so, we be careful.”

Ben narrowed his eyes suspiciously. Then again, it was possible Grandpa Max really didn’t know what the pod was made of, or what tech was inside it.

“All right, windy city, here we come!” Ben put as much excitement as he could muster behind it, though he was sure it came out a bit too snidely.

“Careful,” Gwen smiled, patting him sweetly on the shoulder, “You might want to get some ballast so you don’t drift away in the wind.”

Ben frowned, looking at her curiously. “Why would I need ballast?”

She grinned, tapping him on the head. “All that empty space – you’ll float away like a balloon.”

Ben rolled his eyes, turning to Max. “Can we leave her there, please?”

Grandpa Max chuckled, shaking his head. “Both of you, get some rest. I’ll tuck this thing away in one of the storage compartments, then, we’ll hit the road in the morning.” His words left no room for argument as he descended the steps to exit.

Immediately, Ben turned to Gwen.

“Dweebwhohastosleeponbottombunksayswhat?” He bit out quickly.

“Wha-“ Gwen began, before realizing what he said, and he rushed over to the beds and folded down the top bunk. “Ben, seriously?”

Ben jumped up, turning to look at her with an unbothered smile and shrug. “You snooze, you looze.”

She rolled her eyes. “Are you five?”

“Uh-you slumber, cucumber.” Ben absent-mindedly kicked his legs. The smile on his face this time was real, unbidden by worries or regrets – for just a moment, it was like he was ten again, not having to worry about the fate of the universe and all the people in it.

Gwen crossed her arms, unamused… before she got a wicked smile on her face, and Ben paled.

He knew that face. He had nightmares about that face. The ‘Ben Tennyson, I can’t physically harm you, but I’m thinking of a thousand different other ways to make your life a living hell if you don’t do what I say, so help me-‘ look.

“Okay,” Gwen smiled innocently, “Have fun up there.”

“Gwen, wait-“ Ben gulped as she went into the bathroom to get her pajamas on, “I was just kidding, you can have the-“ His voice died as he flopped back on the bed. “I’m dead meat.” He muttered hopelessly, before he found a dopey smile forming on his face… followed by it quickly dying as he remembered that these people weren’t his family.

Without even bothering to change himself, Ben turned over, laying on his side, facing away from the door as he forced his eyes to close.

Again, Gwen, Grandpa Max, Rook, and everyone else - Azmuth, his parents, everyone who he knew – were there, in his sight. They didn’t stare at him, they didn’t shake their heads, or otherwise indicate disappointment.

But they wouldn’t leave.

And as long as he remained conscious of what had happened, they never would.

Chapter Text

“How do you shut this thing off!?” Milleous despaired as he held the tiny, oh-so-tiny, and cheap, plasticy-looking box that was the Annihilargh in his enormous, green hands.

“Why are you all standing around!?” Argit screeched, quivering in terror as he jumped around, from person to person. “Somebody has to stop this from happening! Th-The universe is where I keep all my stuff!”

Ben forced away a growl as he grabbed the opossum-like alien by his neck fur, and pulled him off his back, letting him down. The teenager looked at the Annihilargh, the cosmos-destroying bomb letting out slow beeps like a countdown, before he turned his gaze toward the Omnitrix.

“All right, listen up, Omnitrix.” Ben began, his heart pounding so intensely he felt like it was about to explode. “I don’t want Goop; I don’t want Stinkfly; Just give me something I can use to fix this mess so we can all get on with our lives!” He navigated the overly-sensitive holographic scrollwheel to a featureless (except for the presence of eyes) head, and let go.

The faceplate retracted, allowing the core to spring out, before he slammed his hand down.

As Ben was thrown into the transformation, entering Alien X’s extradimensional headspace, he became ever more aware of the Annihilargh’s countdown speeding up, even as the debate with Serena and Bellicus dragged on, and the countdown hit zero.

Space itself was wiped away, reality breaking down at the level of cosmic strings, as Ben could only watch, horrified.

He’d wasted too much time.

He’d burned precious seconds, seconds that he could’ve used to just shut up and Go Hero and convince Serena and Bellicus to throw the Annihilargh out of creation, and because of it, the universe was paying the price.

Worse, he could see it. Trillions of sapient species, galaxies apart from one another, suddenly found their existences just snuffed out, like a cigarette being put out on concrete. Not just killed, but erased. Their bodies became dust: The dust became atoms: The atoms became nothing.

Total destruction of reality itself on every level that mattered.

Well… except for Alien X. They were still alive, for all the good that would do.

But then, Ben got an idea – turn back time.

The only problem was… there no longer was any time to turn back. But he had to do something. He couldn’t just languish in the void forever – not with Serena and Bellicus for company.

Okay… New idea, if Ben couldn’t hit Ctrl+Z on the universe, he’d just hit Ctrl+X. Make a new universe, then fast-forward through to the point he left, and… Make the Annihilargh a dud or something.

It took forever, and Bellicus was so dead-set on saving the dinosaurs that he threatened the removal of Mr. Smoothy if he didn’t get his way. Ben just moved them to a different planet – it’d be fine, surely.

As he worked, though, there were more voices than just Serena and Bellicus in the space. He could hear Grandpa Max, and Rook, and his mother and father, and Kevin, Julie, Eunice, and Gwen.

“Why couldn’t you save us?”

“Was the old universe not good enough for you?”

“She won’t be me. You know that, right?”

And they wouldn’t stop. No matter how far into creating the universe he got, the voices, the nagging, the crying – just wouldn’t stop.

"You're abandoning us for cheap copies."

“Ben…”

“Why are you doing this, Ben?”

“Ben.”

“Is being a superhero not good enough for you? You have to mess with everyone’s lives too?”

“Ben?” A jostle shook him as the new big bang erupted.

“What gives you the right?”

“Ben!” Gwen snapped, as Ben’s eyes popped open, and he just barely managed to keep from rolling out of the bunk.

“Huh, wha-“ Ben looked around, yawning. His sleep-addled brain quickly forgot the strange memory-nightmare, before he focused on the shadowy silhouette of Gwen. “Ohhh… hey.” He mumbled. He was faintly aware that his shirt and pants were off, but couldn’t remember taking them off. “What’s up?”

“’What’s up?’” Gwen incredulously repeated. “Ben, you were tossing and turning so much it sounded like you were having… relations up there!”

Ah, that explained his shirt and pants. They must’ve slipped off on account of all the tossing and turning. He hadn’t slept that rough in a while.

Not since Grandpa Max had ‘died.’

“Meh, ‘m fine-“ Ben yawned again, grabbing his shirt, at least, from the bunched up blankets on his bunk, slipping it back on. “Just a nightmare.”

“You were moaning like a zombie.” Gwen whispered back. “It was all ‘Gwen, Grandpa, braaains…’” She frowned, looking at him interrogatingly. “Who’s Kevin and Rook?”

“Nobody, just…” Ben sighed, closing his eyes as the trouble that ailed him took root deep in his heart again. “Nobody.”

“That thing’s not causing you nightmares,” Gwen inquired probingly as she glared at the Omnitrix, “Is it?”

“What?” Ben blinked, “No!” He quickly insisted, despite his own internal wince. The Omnitrix had kind of caused its fair share of nightmares… but as for actually inducing them while he slept, that had to be the one thing the watch never did. That, and it never did turn into a beautiful girl who was brainy enough to do all his homework for him who liked smoothies, chili fries, and Sumo Slammers.

But he digressed.

“Are you sure?” Gwen crossed her arms skeptically as it became quickly apparent this version had the same ‘Ben Tennyson Load of Crap Detector’ that her original counterpart had as well.

Despite himself, Ben did manage a smile. “I’m sure. Thanks for being so worried about me… Dweeb.”

Gwen rolled her eyes, “Yep, you’re fine.” She huffed, getting back to her bunk. “Just do me a favor: If you’re going to have any more nightmares, grab Furry Freddy beforehand or something.”

Ben’s cheeks went a blazing pink, “Y-You still have that old thing?”

“Uh, doi.” Gwen threw back at him. “He’s the only thing that’ll keep you still on these trips.”

“Oh brother,” Ben groaned, hiding his face in the pillow. He was a superhero! Ben 10, savior of the universe, and a rockstar (well, he’d wanted to be a rockstar, hence the guitar) – he didn’t sleep with stuffed animals.

“Want me to fish him out for you?” Gwen teased.

“No,” Ben croaked embarrassedly, “I’m good. It’s too late for that anyway.” He supposed, as he glanced over at a clock nearby. Only two hours away from sun-up.

As Gwen replied, Ben could hear the smile grow in her tone. “Okay, tomorrow then.”

“…that’d be fine, thanks.”

---------

After a quick breakfast of deceptively normal items, that Ben would’ve downed anyway by virtue of it not being his mother’s cooking (though, of course, whatever aliens visited his house for whatever reasons found it perfectly acceptable), the trio had set out on the road for Chicago.

It figured that, after getting promised a world tour, their first stop after the traditional first stop of Yosemite would be somewhere in America. And, of course, along the way, Ben began to recall just how much driving there was during the day, although Grandpa Max insisted doing all of it himself, not being so easily entertained by video games or the internet, unlike his grandchildren.

Ben wasn’t complaining, however. New Ben (that is, the history that Ben designed for himself in this new universe) had a lot of video games, and some old systems set up in the Rustbucket, presumably for trips such as these, and as a way for Grandpa Max to have just a little bit of his grandson around when Ben was home.

At the moment, dead in the middle of what was going to be a day and a half of driving, Ben was providing dual entertainment for himself and Max – he had his guitar hooked up to one of the game consoles, beating his own high score in Rocksmith, which had the side-effect of replacing the radio. Ben selected a song, causing Gwen to sigh.

The girl was sat in front of her laptop as she leaned on her hand, looking at Ben with an expression of extreme displeasure. “Kryptonite again?”

“What?” Ben looked at Gwen before he shrugged, and started playing through the song by memory. “It’s my favorite song!” Well, actually, his favorite song was Toxic-

But Gwen didn’t need to know that.

If Gwen ever found out that Deep Dark Secret, she’d never stop clowning him. He’d evolve from Doofus to full-fledged Dork.

It’d already destroyed some of his street cred with Kevin. But Kevin liked Katy Perry so then he couldn’t say jack about Ben.

“Yeah, well, keep your favorite song down,” Gwen ordered, looking at him commandingly, “I’m trying to do research over here.”

“Research?” Ben replied as he moved back to look at the laptop’s screen, never breaking his stride in the song even as he looked away from the TV. “We’re supposed to be on vacation, you know.”

“Look, do you want to figure out what that thing is or not?” Gwen raised a searing eyebrow in his direction, as Ben shrugged.

“I thought we agreed it was alien.”

“If you decide something’s one thing from right out the gate, then you become blinded to all the other explanations.” Gwen retorted pointedly, causing Ben to roll his eyes at her. She sounded like Sherlock Holmes doing that.

“She’s right, you know.” Grandpa Max spoke from up front, “Learned that my first day as a plumber.”

“What, like the problem was a busted pipe or something when it was just people not turning off their taps?” Ben threw up front, trying to catch the old man in the lie.

This new Grandpa Max, however, just rolled with it. “Right.”

“Anyway, I’ve been looking into it,” Gwen turned the laptop screen toward him.

Ben stopped in his tracks, the song he was playing dying with a strangling electric cacophony as he spotted the picture of the man on the Wikipedia page before him.

“Ben?” Gwen looked at him oddly. “What is it?”

“Nothing, I…” Ben swallowed. “That guy’s just butt-ugly is all. Startled me.”

“’That guy’ is one of the world’s foremost leaders in genetic transmogrification.” Gwen retorted with a hiss.

“Genetic trance-a-whosit?” Ben blinked.

“DNA transformation,” Grandpa Max filled in from up front, “The art of changing one creature to another on the most fundamental level. There’ve been talks about using it to bolster endangered species populations, increase resilience for animals in polluted environments, and even restore entirely extinct species.” He glanced at the mirror, finding his two grandchildren looking at him inquisitively, before he let out a chuckle. “I read about it in a magazine once. I’ve always wanted to see a real dodo bird.”

Gwen shook her head with a fond smile, before turning back to her computer. “This man - Doctor Aloysius Animo – he pioneered the field.”

“Okay, so?” Ben questioned as the song ended at last, and he frowned, unable to beat his last high score on it.

“So that watch sounds an awful lot like what his research was trying to accomplish!” Gwen outlined. “According to this article, Animo had been working on a prototype for a machine that could transform whole living things at once before he up and vanished.” Her gaze swiveled to Ben, the supposition written all over her features. “What if you found it?”

Ben flinched, shivering in disgust as the song ended, and he navigated to the next. “I hope not.” The last thing he wanted to discover in this fresh and fancy-free new hell was that Animo had built the Omnitrix. He put a lid on that thought by selecting Detroit Rock City to play next. Don’t linger for too long, then he wouldn’t have to think too hard about… well, everything.

“Why?” Gwen leaned forward with a teasing expression. “Is it possible that you actually grew a brain and don’t want a piece of technology that melts you down into genetic soup at the push of a button on your hand?”

“It’s not the Omnitrix I’m worried about-“ Ben began to respond, before Grandpa Max slammed on the brakes, sending the boy to the floor. “Ow!”

Gwen looked down at him with an unsympathetic shrug. “The only way you’re going to learn to stop standing up while we’re going down the road is the hard way… What’d you call the watch?”

Ben blinked, before gulping, as he realized that even the first go-around, they hadn’t learned what the Omnitrix was even called until Tetrax, SixSix, and Kraab showed up, looking for it.

“Uhhh…” Ben stammered as he screamed in his head. “I kind of lived all this before, recreated the whole universe, and put everything back the wrong way so bad that I’m reliving it except as a teenager now and some of the details are wrong?”

Gwen rolled her eyes. “Funny.”

“Heh, yeah…” Ben awkwardly smiled, as he died just a little bit on the inside. He got it out, easy, and she didn’t believe him!

His luck sucked.

“Seriously,” Gwen continued to probe, “Did you name the watch?”

“Er, yeah?” Ben shrugged. “’Omni’ meaning many, ‘trix’ being, uh… tricks. Many tricks, yeah. Yeah, see, it makes sense when you break it down like that.”

“Really?” Gwen raised an eyebrow. “That seemed like it was almost coherent.”

“I spell it with an X at the end.” Ben continued. “Cause it’s cool.”

“And just like that, all your progress is gone.” Gwen looked down shamefully, shaking her head in mock scorn.

“Thanks, I love you too.” Ben bit out. “Grandpa, what’s the malfunction up there?”

“Huh?” Grandpa Max glanced back at Ben, before he cleared his throat, and put the Rustbucket back into motion. “Nothing, just some deer crossing the street. No worries.”

Ben looked up front, suspicious, before he shrugged, and went back to his game. “But yeah, it’s not the Omnitrix I’m worried about – it’s the fact that I don’t want to be a testbed for some mad scientist’s pet project.”

“He’s not a mad scientist.” Gwen shook her head.

“Did it say why he vanished?”

“Well… no, but-“

“Which means he either ragequit because he couldn’t get his tech working, or,” Ben held up a knowing finger, “He left in disgrace because everyone else thought he was ca-razy and they don’t wanna think about the guy.”

“Look, all I’m saying is: This man’s the expert on DNA altering,” Gwen began, “If we go to him, we might be able to figure out what makes the Omnitrix tick.” Ben grinned at her. “What?”

“You’re using my name for it!”

“Well, I guess it’s a…” Gwen leaned in such a manner as to hide the smile Ben knew was on her face now. “Workable name. Anyway, look- Animo’s a smart guy, so he should be able to understand the principle behind the Omnitrix – maybe even enough to get it off!”

Ben looked at her sideways, shaking his head defiantly. “Yeah… I’m not letting some guy we’ve never met poke and prod at this thing, and by extension, me.”

“I’m inclined to agree with Ben,” Grandpa Max spoke from up front, “The less people who know about the Omnitrix, the better.”

“Ah-ha!” Ben pointed at her triumphantly. “I’m right this time!”

“…I guess it is better to be on the safe side of things,” Gwen granted reluctantly, “Especially if it is alien technology. Still… I can’t help but think he might be able to help…”

“P’shaw,” Ben flippantly flapped his hand, “He’s probably on some safari tour in Africa, making giant mutant hippos, or making PETA look nice. We don’t need him.”

Gwen frowned, evidently uncertain of that, but she continued typing, soaking up all the information she could find.

Ben went back to his game, utterly unconcerned.

-----------

Half-rotted floorboards creaked as an older man with long tangled and frazzled white hair, and skin stained a foul, jaundiced yellow color, walked through his apartment complex, coming up to his door. He unlocked it and pushed it open, the stench of a zoo wafting out into the hall as he waded head-first into his domicile, carrying bits and chunks of scrap electronics and other debris.

The animals – birds, dogs, cats, rats, and monkeys – all began to chitter and holler madly as their captor returned.

“Silence!” Doctor Animo hissed out through disjointed yellow teeth and bloody gums, shutting all of the animals in the chamber up at once. The disheveled doctor marched into the living room of his apartment, hastily-converted into a laboratory with a lack of other options.

He moved to a table near the back of the room, sat his bounty of trash upon it, and began to work.

“Years of living in this squalor,” Animo grumbled to himself as he worked, blinding, primal rage taking root deep in his blood, forcing away whatever reason his logical mind could muster, “My research stolen, usurped… But I have done it!” He proclaimed as he finished wiring the whole half-stitched together ensemble up to a car battery.

It was, make no mistake, made of scrap. An old strainer had two horn-like antennae welded to the top, with bits of other assorted junk attached to the vest. There was even a large dial, taken from a child’s toy, haphazardly attached to be used as the primary controller mechanism.

“After so much time…” Animo let out a tiny, excited, mad chuckle, “The DNA transmodulator is mine again!” He hissed to himself as he put it on, standing and glaring at the picture of his old colleague framed on the wall. He turned the dial up to full, ignoring the terrified, pain screeching of his animals as they suddenly began to undergo most hideous metamorphoses, growing to gargantuan sizes, sprouting longer claws, thicker skin, and other unnatural enhancements.

Animo mounted a Bullfrog that had grown to be the size of an actual Bull, the urge to kill glowing through his eyes.

“Now, my pets… we shall have our revenge!”

Chapter Text

“Animo!” An angry man with a thick, Jersey accent, yelled as he banged on the door to the decrepit apartment. “Open up – I know you’re in there!” No response came, not even the calls of the Doctor’s private little menagerie, and the man scowled. “Freakin’ old coot,” He hissed to himself as he dug in his pockets for a keyring, flicking through the keys attached, “Last time I do somebody a favor…” He grumbled, pushing the door open. “What in blazes-!?” He looked around, spotting the animals in cages all looking at him with beady, empty eyes. “ANIMO!” He bellowed.

The door creaked as it was pushed shut behind him, sealing him inside.

“Ah, Mister Peabody,” Animo’s voice emanated from behind the man, making him spin around in surprise to find Animo there, standing with his hand on the door, holding it shut, “What an unexpected surprise…”

Peabody gulped, tugging on his jacket. “You want to talk about surprises? You know what it says in the lease – ‘no pets!’”

“Who said anything about pets?” Animo slowly replied, tilting his head. “These are my most valued lab associates.”

“I don’t care what you call them,” Peabody flapped his hand angrily, pointing furiously at the doctor, “That don’t change the fact they’re not supposed to be here! And neither are you! The rent’s… 18 months past due,” He gestured, glaring at the doctor, “You’re done, Animo. Your stuff’s not out of here by sundown, I’m callin’ the cops.”

“Mister Peabody, really?” Animo flashed a rotten smile. “The authorities? We’re both reasonable men, I’m sure we can come to an arrangement…”

“Nuh-uh,” Peabody gestured again, “You’ve got too many second chances – not one more. You’re outta here, Animo.”

Peabody’s words had the effect they’d have on anyone. Animo’s eyes blazed with anger, as he tremored in rage.

“Very well!” Animo spat. “If you won’t see reason, I shall give you no quarter!” His hand went up to the dial on his chest, turning it up.

Barks, snarls, and screeches filled the room, as the animals in the cages began to freak out.

“Animo!” Peabody slapped his hands over his ears. “Cut it out!”

“You’ve only yourself to blame, Peabody!” Animo screamed angrily, before he dropped his hands as another foul smile split his face. “All that rent money you’ve been taking from me… It’s been so long since my friends here have had a decent meal.”

One of the animals, a cockatoo, grew larger, ripping through its steel cage like it was nothing. The bird grew to the size of a bear, sprouting a plume of razor-sharp feathers on its head, as the other animals broke free.

Peabody screamed as he fell onto his back, the bird pinning him under its enormous talons.

The mutated cockatoo looked down at the man with beady, inquisitive eyes, before it brought his beak down around him.

Mister Peabody, former landlord of Doctor Animo, knew no more.

----------

Tennis shoes hit the pavement as the Rustbucket’s inhabitants descended out, onto asphalt that could cook an egg out in front of a towering office building slap bang in the middle of downtown Chicago.

“You didn’t tell us your friend worked at Trump Tower…” Gwen murmured, looking up at the building, squinting as the light from the sun bounced off the glass and glared back in her eyes.

“Trump Tower’s around the corner, actually.” Grandpa Max replied as he locked up the RV, and shoved the keys into his pocket.

“So…” Ben crossed his arms, shivering, before they began the walk up to the front lobby, “He knows we’re coming, right? And we can do this?”

Grandpa Max’s lips twitched as he held the door for his grandchildren, letting them through first. “Of course I’m sure – he owns the place.”

“Oh, friends in high places, awesome!” Ben pumped his fists as they walked in, and he curiously looked around. The place was like those techy startup companies you see everywhere on the internet – a lobby filled with ‘interesting’, ‘wacky’, or ‘nonconventional’ design to make them stand out, but only succeeding in making them look exactly like every one of their peers.

Ben bet if he looked around enough, he could find a ball pit in here.

“Max!” A voice called, Ben spinning around to see who it was.

Ben’s eyebrows shot up in surprise as he saw Victor Valadis of all people, wearing a lab coat, approaching Grandpa Max excitedly.

“Who is that guy?” Gwen whispered to Ben as Grandpa Max returned the smile, shaking Victor’s hand.

“Vic!” Max greeted heartily. “Long time no see, eh?”

“Since that business all the way down in Mexico City!” Victor recalled with a smile. “Didn’t think it’d take you this long to get back to me!”

Grandpa Max chuckled. “You know how it is – I’ve been busy.”

“One plumbing emergency after another, huh?” Victor knowingly asked in response, looking at Ben and Gwen. “Ah, who are your niños?”

Ben blinked, frowning to himself. Elena – Victor’s daughter, just to refresh his own memory – had been his and Gwen’s childhood friend in the old universe. Ben had a hard time believing Victor didn’t know who they were, especially if he and Grandpa Max were still on speaking terms, unless Elena hadn’t been their friend here.

Just another thing to add to the stack of differences.

“Grandchildren,” Max patiently corrected, placing a proud hand on both Ben and Gwen’s shoulders, “Gwen and Ben.”

“Hi.” Gwen awkwardly waved.

“Hey.” Ben shrugged.

“We’re going on a world tour.” Max finished up, as Victor grinned again.

“World tour, ey?” Victor chuckled, looking at Ben and Gwen like they were co-conspirators of his. “Listen, do me a favor – you ever get down to Cancún, you gotta try this little joint on the coastline. They sell a quesadilla pizza that’s the most touristy bit of food you’ll ever eat, but oh…” A heavenly expression washed over his features. “It beats being cooped up in a car with that guy,” He pointed at Max, “all day eating mealworms!”

Ben died laughing, holding his gut as Gwen slapped her hand over her mouth to stifle her own laughter.

“But, ah, I kid, I kid.” Victor chuckled, wiping away his own laughter, “So Max, what brings you ‘round to my neck of the woods?”

Max smiled knowingly, teasingly. “We found something the other night; thought you might be interested in taking a look at it.”

“Well, I’m a busy guy, you know…” Victor prodded back.

“It survived re-entry without a heat shield.” Max crossed his arms with a twinkle in his eyes.

“…you know what, let’s head up to my office.”

---------

“So, what exactly do you do here?” Gwen asked curiously as they took the elevator up to Victor’s office, Ben impatiently tapping his foot the whole way up.

“Well, see, I started as a metallurgist, but now, we do a little bit of everything.” Victor answered, regaling them as the lift finally stopped, and they walked out onto the floor. “Anything and everything that needs new kinds of materials to go into it, we make.”

“What, like watches and jewelry and stuff?” Ben supposed as they approached Victor’s office.

“Eh, yeah, kind of.” Victor swiped his card, opening the door for them. “We make metals, we make rubber, we make circuitry, anything and everything computer-y and metallic.”

“That’s the technical term, is it?” Max let out a rumbling chuckle.

“Hey, lot of good money to be made in computers!” Victor defended as he proceeded in behind them. “Good science, too.”

Ben began to walk in further, before he spotted a guy with sticky-uppy hair, sitting in a chair, wearing a lab coat. Funny thing was, he looked like he could be Ben’s age. “Um, are we having a community appointment or something?”

“Huh?” Sticky-uppy hair guy shot to his feet, looking around. “Oh, Doctor Validus, the door was open, so I just-“

“Don’t worry about it,” Victor held up his hands, as he turned to the Tennysons, “This is Dr. Salazar – real whiz kid when it comes to machines. But, uh, he does have a habit of letting himself into places…”

“Sorry, doctor,” Salazar apologized, “I just came by to drop off the latest progress reports. We’re still having problems with battery capacity and…” He glanced at the Tennysons, “You know what, this conversation would probably best be saved for later.” A beeping noise emanated from one of his pockets, before he groaned, “Oh, what now…” He reached into his pocket and pulled out a phone, reading the text. “Oh, seriously!?” He looked up at Victor with a pained expression, “I’ve got to get back down to the lab – one of the containment units broke. Again.”

“Hop to it,” Victor ordered, before he snapped his fingers, “Hey, why don’t you take Ben and Gwen here with you?” He gestured, “Show ‘em around the place. I’m pretty sure they don’t wanna see their gramps and me standing around an electron microscope for a solid hour.”

Grandpa Max didn’t look thrilled by the prospect, however. “Uh… are you sure that’s a good idea, Vic?”

“Hey, come on, they’re teenagers, not ten-year-olds.” Victor threw his hands toward them with a smile. “I’m sure they know what they should and shouldn’t touch.”

“A word of warning?” Ben held up his hand. “I’m probably going to go down and touch stuff anyway, so it’d probably be a good idea to send Gwen with me.”

Gwen rounded on him. “Ben!”

“Gweeeen!” Ben returned, pitching his voice higher. “Come on, I’m just skipping the whole song and dance routine – Grandpa tells me to stay, I sneak away anyway, you sneak off after me to keep me from getting into trouble, we both wind up going down to the lab anyway – I’m streamlining!”

“God, I hate you…” Gwen grumbled, shaking her head as she looked down.

Ben returned it with a winning grin as he teasingly slinged an arm around her shoulders. “No you don’t!”

“Right now, I really wish I did.”

Ben continued to smile at her, before he seemed to realize just who his arm was around, and he yanked it away. He couldn’t get too chummy with the people here.

“Well… If you’re sure, Vic.” Grandpa Max granted at last, looking sternly at his grandchildren. “Don’t touch anything.”

“Go on, Doc,” Victor said right after, “Show ‘em some of our cool toys.

Salazar sighed, looking at the duo. “Right this way.”

Ben flashed his teeth at Gwen, earning a tired expression from her as they followed Salazar out. Once the doors shut, Victor turned to Max.

“So, about this pod…”

---------

Ben looked around curiously, as Doctor Salazar just kept on talking boringly as they walked through the lab. Gwen probably understood most of what he was talking about, but Ben couldn’t care less – he just wanted to see if they had any cool toys.

“…most of our contracts and funding come from the big tech companies,” Salazar spoke to Gwen as they walked along, “Microsoft, Apple, Samsung, what-have-you… We’ve been working on new, cheaper, better materials to use in the construction of their electronic devices.”

“I would like a phone that could actually hold up to the punishment this Doofus puts it through,” She gestured at Ben, who was looking through a window, quite interested at something that looked like the same liquid metal that comprised Upgrade, or the stuff the infamous T-1000 was made of.

“Hey, I only broke your phone once.” Ben defended himself once he felt her gaze upon him. “And I only did it cause your parents were being annoying.”

“Of course, mineral synthesis is only part of what we do here.” Salazar waved them along, down to a room at the end. They stood outside the doors, watching as men and women in full hazmat gear moved around the interior.

“Are they… vacuuming?” Gwen frowned, tilting her head curiously.

“Of a sort,” Salazar answered, crossing his arms as he looked through as well, observing intently the operations going on, “That metallic dust they’re vacuuming up isn’t dust.”

“Then what is it?” Ben inquired, looking between the doctor and the laboratory.

“Nanites.” He answered pridefully. “Tiny machines the size of human cells.”

“Nan…” Ben began to repeat, before his eyes widened, and it clicked into place. He thought the guy had looked familiar… “Wait…” He pointed at the other guy slowly, “You aren’t Cesar Salazar… are you?”

The doctor turned up his head, tugging his lab coat pridefully. “I see my reputation precedes me.”

Okay, that was weird. So far, Ben had only met recreations of people native to his original universe – so the last thing he expected to run into people from a universe he only visited once. If Cesar was around, though, did that mean Rex was there? That really, really good-looking scientist lady, Holiday?

Actually, wait, the bigger question was: did the Annihilargh going off somehow affect Rex’s universe, or did Alien X just plop down copies while making this new one? It was more than likely the second option, thinking about it.

“Are you sure that’s a good idea?” Gwen frowned. “I mean… I’m no technophobe, but I don’t want little robots running around in my body, all willy-nilly.”

“She’s right,” Ben instantly agreed with her, seeing first-hand what a nanite-infested person was capable of, “What if they mutate people into giant monsters with no self-control – spider people with octagonal-shaped bodies and a craving for human-“

Gwen smacked him in the chest, shutting him up. “My doofus cousin has a point, though.” Gwen conceded, looking at Salazar questioningly. “What’s to stop glitches from those things turning people into flesh slurry?”

“Please, I’m not an amateur,” Cesar snorted quietly to himself, “All our nanites have a hard-coded failsafe – if software glitches cause them to behave erratically, they kill themselves, well before any lasting damage can be done. We know exactly what we’re doing here.”

Ben opened his mouth, before he heard something. A distant rumbling, like a stampede, followed by the ground shaking. The wall to the laboratory exploded in a shower of stone dust and chunks of debris, throwing the scientists inside to the floor.

Ben, Gwen, and Cesar jumped back, frozen in shock by the sudden intrusion. As the dust cloud cleared, the trio were faced with the perpetrator of the act, and a man whom Ben knew very well.

“Oh, no…” Ben muttered to himself, spotting the giant, mutated Bullfrog.

“Salazar!” Animo bellowed furiously, pointing at Cesar.

Ben and Gwen snapped to look at him.

“You know this freak!?” Ben hollered, as Cesar took a step back.

“Yeah,” Cesar admitted with a gulp, “I was his protégé before I came here.”

“Yes!” Animo hissed, “And you used that opportunity to usurp my research, steal my advancements for your own personal gain!” The diseased doctor raged as another of his mutant menagerie crawled into the building through the hole in the wall – a giant rat, covered in long, needle-like protrusions, drooling a corrosive acid. “But I survived your pitiful attempt at backstabbing me, and now, I will show you what it is like to have your work all be for nothing!”

“Oh, so it’s going to be one of those days, is it?” Ben asked to himself, shaking his head. “Gwen, get ‘whiz kid’ out of here. I’ll deal with the zookeeper over here.”

“What are you going to do about him!?” Gwen demanded incredulously, as the giant rat began to gnaw through the door.

Ben turned to her, smiled, and flashed the Omnitrix.

Gwen’s eyes widened, before she grabbed Cesar’s hand, and dragged him away. “You know what, I think Ben has everything under control…” Her voice faded out as they ran back.

“I guess it had to happen sooner or later…” Ben muttered, pressing the button on the Omnitrix. That acid the thing was secreting was eating through metal, which left only three real options in Ben’s arsenal. Wildvine, Heatblast, and Cannonbolt. Knowing exactly which one he wanted, he grinned. “It’s Hero Time!” Ben pushed down the core, exploding in a flash of green light.

His spine popped as he was hunched over, the muscle mass across his entire body swelling up and densifying as armor plating grew out of some patches of his skin, like an armadillo. His head and torso became one, as his entire overall build became stockier, but still larger than the average adult human, and the Omnitrix relocated itself to his chest. Indeed, when the light faded, Ben had been transformed into-

“CANNONBOLT!” The Arburian Pelarota shouted in his deep, rumbling voice.

“Incredible…” Animo leaned forward for a moment, temporarily enraptured by the transformation. “Full-body DNA transformation! How did you do it!? How could a mere child have accomplished my life’s work!?”

“You wanna find out?” Cannonbolt rumbled, narrowing his eyes as the rat broke through the door at last. “Here – let me get the ball rolling!" He jumped, curling up into himself like a giant rolly polly, before he hit the ground. Spinning up in place, Cannonbolt shot off like a giant, unstoppable bowling ball rolling down an alley.

A tremendous crack echoed through the lab as Cannonbolt smacked into the giant, mutated rat, knocking it back, as the recoil sent him flying back down the hallway.

Cannonbolt slid to a stop, unrolling and standing up.

Across the way, the rat shook off its pain, and got back to its four furry feet, hissing hatefully at the alien hero.

“Are you kidding me!?” Cannonbolt rumbled, “That should’ve stopped a dump truck!”

“Oh, there’s no stopping this my rotund, yet nimble friend!” Animo shook his fist as Cannonbolt rolled back up, spin-dashed at the rat again, and bounced back off, down the corridor. “Nothing will stop me! My vengeance will be as sure as the coming of the night! And it will be a deadly vengeance… It will be a deadly vengeance of deadly revenge!”

“Okay,” Cannonbolt unrolled again, sliding against the floor to a stop, “Now I know your brain’s gone down the crapper.”

“Mock me while you still can!” Animo hollered, “But even you will find yourself wholly inadequate in the face of my genius!”

“All right,” Cannonbolt brought his hands up, balling his fists, “Round three – let’s go!”

The rat charged, slamming into Cannonbolt and throwing him down the corridor again. The one saving grace Cannonbolt had was that his plates were so thick and tough, acid-mouth couldn’t eat through them. It made sense – he’d survived re-entry numerous times with just them, after all.

“I’m gettin’ real sick and tired of being knocked around like a human pinball.” Cannonbolt grumbled, getting back on two stumpy, shaky feet. A pop of color on the wall drew his eyes to it, and as he observed further, he noticed it was a sign for the entrance door to a storage room.

Cannonbolt grinned, standing in place as the giant rat charged. The floor quaked as it got closer and closer, the huge alien ducking in at the last second, sending the rat overshooting.

The rat slammed its claws into the floor, dragging itself to a stop before it slammed through the door to the storage room.

The rat stopped, not seeing the alien creature it was following. It began to sniff out the trail, moving slowly through the storage room. It rounded the corner, only to be swung at by a giant pole, being knocked back from the bone-shattering impact.

“Yeah!” Cannonbolt shouted. “Let that be a lesson to-“ The Omnitrix began to flash red, letting out the time-out beeps. In a moment, he was overtaken by a red flash, and Ben stood there, back to normal. “Oh, man!” Ben groaned, looking at the Omnitrix. “Why do you even have an alarm for the time outs if it only kicks in three seconds before!?”

A shadow fell over Ben, and he looked up, gulping as the rat glared down at him.

“Yee-oosh!” Ben made the odd sound as he bolted, just in time to miss the rat’s talons slicing through a steel container. “Come on!” He shouted at the Omnitrix as he twisted the dial, earning angry bleeps and buzzes in response as its lights stayed red.

The rat roared, and Ben jumped down a corner, the giant animal sliding across the floor as it changed its course to keep up. Ben charged through a yellow square printed on the floor, and gulped, as he hit a dead end.

He turned around, seeing the rat charging across. Ben slammed his eyes shut, waiting for the Omnitrix to kick back on, before he heard something. Mechanical whirring, loud as the winds of a tornado, emanated from ahead.

Ben popped his eyes back open, to see the rat’s neck in the grip of a mechanical claw, trapped in such a way that it could move around and kick, but the acid couldn’t eat through the metal, and the rat couldn’t maneuver to chew its way out.

“Hey Doofus!” Gwen called, and Ben’s head spun around to see her at the controls of the crane with a smug look. “Lot better than a mousetrap, don’t you think?”

Ben let out a breath as he hit the wall and slumped to the floor, holding a thumb up in her direction.

…he was probably going to have a fear of rats too when all was said and done here.

Chapter Text

“Incredible…” Cesar muttered, standing off to the side of the immobilized super-rat, holding a tablet computer in his hands. “It’s been mutated so severely, my instruments don’t even recognize it as a rat.”

“Incredible, horrifying, yeah, same difference…” Ben crossed his arms.

“Kids!” Grandpa Max barked as he and Victor came charging through the torn door. The two old men froze in shock, staring with utter bafflement at the bear-sized rat held in place by the loading crane. “What in the blazes…?”

“We got the security alert right in the middle of the mineral analysis,” Victor approached with curiously outstretched arms, “Cesar, what in God’s name is this?”

“The work of a very deranged man,” Cesar replied, “Don’t worry, he’s gone now.”

“Yeah,” Ben turned with crossed arms to Grandpa Max, “He let the ol’ Rodent of Unusual Size here loose, then took off outside riding on top of Kermit’s big brother.” He would’ve followed, but the Omnitrix had still been timed out. By the time it had timed back in, that was it – Animo was gone.

“Well, I can call the police, but I’m not sure how seriously they’ll take a report of a man riding on top of a giant frog.” Victor muttered, looking at the rat distastefully. “What is this thing?”

“Why don’t you ask him?” Gwen directed to Cesar with that look the old Gwen always got when dealing with suspicious figures, or when Kevin did something morally ambiguous. “They seemed to be familiar with each other.”

That was another one of the ‘Gwendolyn Tennyson Looks’ that made Ben want to shrink up and admit to all wrongdoing. He was pretty sure he saw it almost work on Vilgax one time…

“I…” Cesar gulped, flinching away from Gwen’s look. “I have no earthly idea what you’re talking about.”

“The way he kept screaming ‘Salazar’ and acting like you shot his dog?” Gwen retorted, crossing her arms. “Yeah, I’m sure he had nothing to do with you.”

“Come on, Cesar.” Victor rumbled, crossing his arms. “Hiding the truth isn’t gonna fix anything.”

Cesar’s eyes drifted between each person, then to the rat, and he let out a reluctant sigh.

“Yes, I knew Doctor Animo.” Cesar, reluctantly, admitted. “And unfortunately, this has his handiwork written all over it.”

“That was Doctor Animo?” Gwen recalled, shivering as the image of the jaundice-infested, disheveled older man popped into her mind. “What happened to him?”

“That…” Cesar sighed again. “Is a story in itself. I met the Doctor years ago, during my tenure at the University of Townsville. Back then, he was a reasonable man. Brilliant. He took note of my intelligence, and offered a partnership. He would work on the genetic side of the equation, while I constructed the machines to enable it to happen. And for a time, it all worked out just fine like that. But one day, there was… an accident…”

---------

“Mine eyes have seen the glory of the coming of the Lord; He is trampling out the vintage where the grapes of wrath are stored,” Animo hummed to himself as he carried a cage through the blast doors into the DNA Transmogrification chamber, a room built rather like a missile silo with a giant emitter of some type at the top. “He hath loosed the fateful lightning of His terrible swift sword; His truth is marching on.” He sat the cage, as well as the small animal inside (a tiny, little gerbil), on a small plinth directly under the emitter.

“Singing gospel music again, are we?”

Animo huffed, shaking his head as he slipped a bit of food in for the gerbil. “It’s Battle Hymn of the Republic.” He turned around to face his lab assistant, Clancy. “One would expect you to know your own culture…”

“Cultures?” Clancy repeated humorously. “I left those upstairs to grow overnight!”

“Very funny.” Animo muttered, checking his watch. Two minutes until the start of the experiment…

This would be it. The day his research would be proven to be a worthwhile avenue of science – or a colossal waste of everybody’s time.

Animo reached for a walkie talkie in his pocket, and spoke into it. “Doctor Salazar, are you receiving me?”

“Loud and clear, Doctor Animo.” Movement occurred through the glass of the observation chamber. “Recording devices are active and listening, clear line of sight to the test subject, generators on stand-by… I think we’re ready.”

“Good… good.” Animo took a breath, nodding. He took the first steps back out of the chamber, followed by Clancy, who sealed the huge blast door behind them. “Make a note of the starting details – background radiation, temperature, humidity, subject genetics…”

“Done.”

“Then I see no reason why we should delay.” Animo hummed, “Engage the system.” Clicks of switches came from the other side as Cesar powered up the transmodulator, followed by the floor vibrating as the machinery, generators and all, whirred to life.

“Radiation levels holding normal.” Clancy reported off one of the screens.

Animo nodded, “Load sample mesocricetus auratus.” He ordered, waiting with bated breath as the green signal light lit up on his screen. “Disable safety mechanisms…”

Clancy reached over to his switch, flicking it off.

“Initiating,” Animo swallowed the lump in his throat, as his finger loomed over the button, “In three… two… one.” He pressed the button down.

The lights in the chamber dimmed, the computers losing power for a second, as the mechanical whirring stopped. Seconds later, the light returned, as the computers booted back up. Animo got to his feet first, reaching for the door handle.

“Well?” Clancy asked, as Animo pulled the door open. “Did it work?”

Animo looked into the test chamber… and let out a weary sigh, spotting the test subject in a puddle of base proteins and acids, without any delusions of life.

----------

“I should’ve checked to see that the capacitors were fully discharged,” Cesar shook his head, “But we were all so disheartened by our failure… We drew straws to see who’d be the one to have to clean up the test subject. Clancy drew the short one. When he went in…”

“The ray shot him.” Gwen guessed, and Cesar nodded in confirmation.

The young scientist rubbed his forehead, filled with regret. “Clancy survived, but it left him… disturbed. Doctor Animo wasn’t much better, ranting and raving about sabotage on my part. He thought since I was the only one who knew how to work the controls, and the one who designed it, I must have shot Clancy on purpose, or set the machine to go off.”

“That’s a load of bull!” Ben called out immediately. “Why would you sabotage your own work, dude!? It doesn’t make sense!” Then again, Doctor Animo never did make sense… That was honestly the most confusing part about dealing with the ‘good’ doctor, even back in the old universe. It seemed Animo himself was never entirely sure about his game plan, or what he’d get out of it.

Exactly how was ‘de-evolutionizing’ the world supposed to benefit him?

“He didn’t make much sense, not after the accident.” Cesar continued, slowly unpacking stuff from years ago, as far as he was concerned. “And his mental condition only worsened after the government pulled our funding. He stopped taking care of himself.”

“Until you’re left with a husk of a man torn apart from the inside out by disease and filth, attacking people blindly in the pursuit of vengeance.” Grandpa Max grimly noted, shaking his head.

“I wanted to help him,” Cesar just as soberly insisted, looking perhaps a bit pleadingly at the old plumber, “Believe me, I did. But there comes a point in your life where you’ve lost so much, you don’t want help anymore… you just want to sit and stew in your pain and be moody until you can fix it with a push of a button, or someone else fixes it all for you. Animo is one of those people. He didn’t want help. The accident was my fault – I’ve accepted that long ago – but as for his life spiraling out of control, losing everything he cared about; that was his fault.”

Ben cleared his throat, shifting as he got an oddly overwhelming sense of pity for the mad scientist. “So, what happened after all that?”

“I took my research and I left.” Cesar answered with a shrug. “Threw my proverbial hat in here with Doctor Valadis and his team.” And then, he went back to analyzing the rat.

“You should’ve told me about this.” Victor gestured around, at the smashed-up building around them. “This is what happens when you keep secrets.”

“It wasn’t a secret.” Cesar defended impotently. “My partnership with Doctor Animo is easily accessible knowledge, readily available on my resume. As for mentioning his current mental state… I figured it imprudent to speak ill of a former employer to my new one.”

“Oh snap!” Ben hollered, earning a stomp on his foot from Gwen. “Ow!”

“Not the time!” She hissed quietly at him.

“Oh, yeah… sorry.” Ben apologized with a wince.

“There’s still something you’re not telling us.” Grandpa Max rumbled, pointing at Cesar interrogatively. “Like why he’d think you’d stolen from him.”

“Ah.” Cesar cleared his throat. “Well, I’d created several pieces of technology for Animo using his research while we were still partnered. When I left, I took them with me, and…”

“Let me guess,” Victor crossed his arms as he directed a blazing look at Cesar, “A not-insignificant bit of it has gone into your work on the Nanite Project.”

“You’d… be correct.” Cesar answered.

“Oh brother.” Ben groaned, shaking his head. What was with these science types being backstabbing, lying, stealing charlatans when it came to each other? That was how supervillains started – exhibit a: Doctor Animo! It wasn’t all science types, Ben knew, just the scary super-geniuses. Even Azmuth managed to step on more than a few toes while creating the Omnitrix, Ben knew that by running into Myaxx, and Albedo, and… well, anybody who had half a grudge against the Galvan.

Victor sighed, “We’ll deal with the full ramifications of intellectual property theft later,” He directed at Cesar, “For now, the lab isn’t safe.”

“Wait, what about Animo?” Gwen inquired, looking to Grandpa Max for guidance. “Not even Be- er, Cannonbolt could stop one of his monsters!”

“Gwen’s right – oh, don’t look at me like that.” Ben rolled his eyes at Max and Gwen’s shocked looks at him. “As long as Animo’s still at large, the people here aren’t safe. And if he figures out Cesar’s still alive, he definitely will be coming back for seconds.”

“That’s what I was just thinking.” Grandpa Max nodded. “The only problem is – we don’t have any way to combat his creations.”

“Actually, if I may,” Cesar stepped in, “One of the goals of my Nanite Project is to allow for targeted rewriting of DNA. We haven’t been able to get authorization for animal testing, but… if the choice is between breaking the law and preventing the loss of lives…”

“Well then, let’s hop to it.” Victor clapped his hands, chomping at the bit. “Whatever it takes.”

Ben took in a breath as they began to set up shop in the labs nearby, getting to work. Sure, Cesar and Victor were helping to stop Animo now, but at the same time…

Didn’t the other Cesar say his work on the Nanite Project was responsible for making Rex’s Earth into the EVO-infested nightmare it was?

…Ben figured it was probably a good idea to keep a close watch on them, just in case.

-----------

Ben hummed to himself as he strode through the break room of the lab/office complex, strutting inside like he owned the place. He stopped, blinking in surprise as he saw two familiar faces, Rex and Elena, sitting at a table, arguing el rapido in Spanish. They were speaking so fast, Ben couldn’t even distinguish it – it sounded like those noises Mario and Luigi made when they were speaking in their video games.

“Hey, ese!” Rex suddenly looked at Ben demandingly. “Can I help you with something?”

Ben flinched, realizing he must’ve been staring at his not-friends. “No, um… just in here for a snack.”

“Yeah, cool, whatever.” Rex waved away, as Ben moved along.

The analysis from the space pod had come back (it was alien, big shocker), leaving Victor and Cesar to work on those nanites, while Grandpa Max stood watch by the giant rat, leaving Ben and Gwen to lounge around for a little while.

Ben was not happy about that. “Should be out there looking for Animo, not sitting here, waiting for him…” He muttered to himself, as he came to a stop in front of a Mr. Smoothy vending machine.

“So?” Gwen suddenly popped into existence by his side. Not actually, obviously, but it certainly seemed like she did. Stupid New-Gwen being able to sneak up on him. “Go out and fight him then – oh, wait, you know you’ll get your butt kicked, don’t you?”

Well… at least he could get his fix.

“The ‘Rat of Steel’ doesn’t exactly fill me with confidence, going up against Animo’s other monsters.” Ben muttered, opening a wallet full of money he didn’t know how he obtained before coming on this trip, putting a 5 into the slot. He pressed the button for grape and waited as the plastic cup was deposited into the little cubby hole, followed by the chilled, thick purple liquid being topped off to the cup’s brim. “But still, I can’t help but feel there’s gotta be a better way of catching him.”

“And if you actually do find him and Cannonbolt works as well on them as he did the rat?” Gwen raised an eyebrow at him as she put in her own money, and got a strawberry smoothie.

Ben stabbed his straw into his smoothie, shrugged, and took a sip. Immediately, he locked up, jerking as the taste of wrongness exploded across his tongue. “Ack!”

Gwen’s eyebrows shot up curiously, as she looked down at his smoothie. “Brain freeze?”

“No, it just tastes wrong.” Ben answered, glaring spitefully at the cup. “They must not clean those nozzles very well.”

“I don’t know,” Gwen took a sip of hers, “Mine tastes fine – like from fresh behind the counter.”

“Uh huh.” Ben frowned, looking at the purple, sludgy drink carefully. It didn’t taste bad, but different, like… Before, it tasted like grape soda. Now, it tasted like grape SweetTarts. “Guess I’m finding a new favorite flavor…” He muttered, resigned.

…he still drunk it, though. He was depressed, not in a position to go burning money!

Gwen, however, rolled her eyes. “Give it here.” She ordered, leaving no room for argument as she swiped Ben’s soda, passing over her strawberry one.

Ben frowned as she began to sip at the grape. “You don’t even like grape.”

“If it’ll stop you from looking like a kicked puppy?” Gwen raised an eyebrow. “I’ll drink every damn grape smoothie on this planet.”

Ben smiled, looking down at the strawberry one, before drinking at it as well. “Thanks.”

“Eh, it’s just a smoothie.” Gwen shrugged, before her nonchalant expression took a distinct haze of ‘chalance.’ “Are you okay?”

“Huh?” Ben asked in return, before brushing it off. “Yeah, never better, why?”

“It’s just…” Gwen looked at him with one of the more elusive ‘Gwen Tennyson Soft’ looks on her face. “You’ve seemed a bit out of it lately. Even before you found that thing.”

“What, me?” Ben played it off with an awkward laugh. He’d thought he was doing good all this time, keeping a tight lid on everything that was threatening to spill out. “Course I’m fine! Cool as a cucumber!”

“That, see, that.” Gwen pointed at his face. “Have you ever heard someone use the phrase ‘cool as a cucumber’ when they’re actually fine?”

“Plenty of times, yeah-“

“Ben please.” Gwen looked at him with the pitiful eyes, one of the more ‘tender’ expressions she had mastered to get difficult tidbits of info out of him. “I’m starting to worry. So is Grandpa, even if he isn’t showing it.”

Ben sighed, leaning back in the chair as he thought about it for a few moments. Even Rex and Elena’s arguing like a Spanish soap opera seemed silent in comparison to his own thoughts.

“Have you ever messed up?” Ben inquired. “Not messed up as in ‘Mom’s home in five minutes and I forgot to put the chicken out,’ but really messed up? Like… so bad it’s going to hurt the people you care about, it’s only a matter of time until they find out, and once they do… Once they do, you know they’ll never look the same way at you again?”

“Is this about the coffee cup earlier?” Gwen asked, Ben nodding in response. “Ben…” She reached out, gently putting her hand over his. “There is nothing you could do that would make us, any of us, love you any less.”

“See, you say that,” Ben’s lips twitched in a smile that never quite went up to his eyes, “But when it comes down to it…” He didn’t think that was true. Or that, if Gwen was right… it wouldn’t be entirely her choice, nor anybody else’s.

That’s why he never really went Alien X. Never mind being immobilized – that kind of power, the things it could do to the people he loved…

It scared him.

“It wasn’t really a coffee cup you broke?” Gwen needlessly inquired. “Was it?”

Ben gulped, closing his eyes and shaking his head.

“Ben… I can’t force it out of you,” Gwen sighed, “But I know that whatever happens, you’ll still be family. And you’ll still be my best friend.”

“Careful,” Ben snorted, “That almost sounded like an ‘I love you’ there.”

“And just like that,” Gwen threw her hand up, “The moment’s ruined.” A buzzing came from her pocket, and she pulled out her phone. “Whoa… Look!” She put it down on the table, allowing Ben to see the contents – a video to be more specific.

Cesar approached the immobilized mutant rat, holding an injector gun. He forced it into the rat’s neck, and pulled the trigger, taking a step back. Seconds later, the rat began to decrease in size, losing many of its more exotic features, as it became the size of a regular rat yet again. Entirely normal. Even its saliva was no longer acidic.

“It worked.” Ben grinned, looking at Gwen with a sparkle in his eye. “We can fight Animo!”

Gwen nodded in agreement. “All we need is a trap to bait.”

“Well, that’s easy, come on!” Ben hopped to his feet, beginning to run out of the room as Gwen dashed behind him.

“Ben?” She looked at him as she ran by his side. “I like grape too, you know.”

Ben snorted, shaking his head as they reached their destination.

Like Gwen said – all they needed was bait. And then, Animo was going down.

Chapter Text

“Vexation!” Animo cursed, knocking over a display stand in his ‘laboratory’ in his rage, as he impotently stomped, smashed, and threw around whatever objects he could to work out his fury. “I finally accomplish my life’s work, and what do I find!? An insolent child has beaten me to the punch!” Oh, how it vexed him, to see that watch, that marvelous device… no doubt built using knowledge stolen from him, strapped to the arm of a teenager not even old enough to be a post-doc!

“I knew Salazar was a lying, backstabbing Chupacabra!” Animo hissed to himself, chuckling madly to himself for a moment as he used a bit of the doctor’s own culture to insult him… Before he quickly did a 180 and went back to blinding, blazing wrath. “Stealing from me the moment I took him under my wing… But now that he’s dead, I can gain the recognition I finally deserve! Yes!” He tightened his fists as the ideas began to glow terribly behind his eyes. “I shall steal that watch and present it as my own invention!” He gloated to his menagerie, as the plot began to unfold in his mind. “Faced with the culmination of my brilliance, the world will have no choice but to finally give me the recognition I deserve!”

“Breaking news,” A newscaster on the television, standing out in front of Victor Valadis’s laboratory, reported calmly, “Terror from the employees here at ValTech as a devastating break in caused by what the employees purport to be a giant mutated rat destroyed a portion of the building’s lower levels. Several hundreds of thousands of dollars in damages have been estimated to have been caused, but no loss of life has been reported.” As she said that, someone moved in the background, a younger man in a lab coat carrying a bulky piece of equipment.

“Salazar!” Animo spat, throwing a glass at the TV screen. “I should’ve known he would survive! Roaches are always so difficult to squash… I won’t make the same mistake a second time!” He vowed to himself, narrowing his eyes. “But how shall I do it? One mutant rat caused significant damage, difficulty fighting with brute force… Wait!” He shouted to himself, practically throwing himself against the television screen, as he rewound the playback to focus on Salazar.

The doctor’s machine bore a rather stark resemblance to Animo’s in the design, to the extent that it couldn’t be coincidence. In the doctor’s anger-addled, disease-ridden mind, it could only be one thing.

“A transmodulator!” Animo shouted, before lowering his voice. “A de-transmodulator… Yes, of course! He must be trying to counteract my own transmodulator by sending out a counter-frequency!” He clasped his chin in thought. “But he doesn’t know where I am… Which means the only way to ensure my transmodulator is taken out of the picture is by generating a signal strong enough to cover the entire Chicago area… And the only way to ensure coverage would be through a broadcast tower, of course!”

Animo cackled to himself, thrusting his arms up triumphantly. “Ah-ha! You may believe you’ve outsmarted me, but you’ve led me to you yet again!” He gloated to the man on the TV, hopping on the back of his huge, mutated cockatoo. “Let’s see now, Cesar Salazar, how you handle being transformed from pupil to pupae!”

Like riding on a horse, Animo dug his heels into the side of the cockatoo, holding on tightly as it took flight, busting through the wall of his apartment, soaring high into the night-time city skyline.

----------

“So,” Ben looked up warily at the huge broadcast antenna, half-warped and rusty from the ravages of ages, “Are we sure this’ll work, or only mostly sure?”

“There’s always a degree of uncertainty, testing hypotheses.” Cesar replied, tapping more stuff into his tablet. Off to the side, Grandpa Max and Gwen stood, ‘suiting up’ as it were. More precisely, Gwen was helping Max heft a giant, metal backpack, almost like a leafblower engine, onto his back. “Animo’s deranged, but he’s predictable. Even the slightest hint that I survived, and he’ll come running.”

“Right,” Ben nodded, glancing at the machine, “But I meant the doo-hickey… thing-a-ma-whatsit.”

“It should keep us safe,” Cesar answered slowly, “So long as we stay under the transmitter. Though I expect your watch would protect you in any event.”

“Watch?” Ben repeated with an awkward laugh. “I don’t know what you’re-“

“Ben, please, I’m a smart man. Perhaps the smartest human you’ll ever meet.” Cesar huffed quietly. “But it doesn’t even take me to notice the symbol on your watch, see the symbol on ‘Cannonbolt,’ take note of your sudden disappearance and reappearance, and put it all together.”

“Way to go, Ben,” Gwen sighed, shaking her head, “Only day three of trying to keep it a secret, and you failed miserably.”

“Hey, I didn’t expect us to be encountering scary super-geniuses!”

Cesar snorted as he connected a cable from the transmodulator into the building transmitter. “If you think I’m scary, you’ll shrivel up and die meeting Dexter.” He tightened the connection, facing Ben properly. “In all seriousness, I’ve been taking readings of your…”

“Omnitrix.” Ben provided, protectively rubbing the watch with his hand.

“I’ve been taking readings of your Omnitrix since I made the connection.” Cesar admitted.

“Really?” Grandpa Max spoke in a low, dangerous voice as he turned to face the scientist. “Well, if you’re going behind our backs, give us one good reason why we shouldn’t leave you to fix this problem yourself.”

Gwen gasped in shock. “Grandpa.”

“Relax, I’m not doing it because I want to backstab you.” Cesar rolled his eyes. “I just wanted to ensure the transformations were technological in nature, not biological. That way there’d be no unforeseen consequences from this plan of ours.” He turned back to the transmitter. “I learned my lesson about assumptions that day Clancy walked into the chamber.”

“You never did say what happened to him.” Gwen muttered in Cesar’s direction, as Ben looked down at the Omnitrix, fiddling with it nervously.

Cesar sighed, as Ben supposed they were about to take another trip down memory lane. He looked around, wondering where Animo was, before Cesar continued to speak.

“The capacitors hadn’t been discharged, but the internal RAM for the transmogrifier’s computer systems had been cleared.” Cesar explained quietly. “Without a sample in the active memory, when the device activated, it started loading garbage data. Perhaps that’s what saved him.”

“Saved him?” Gwen curiously tilted her head.

Cesar nodded, before continuing on. “There was something in the transmogrification process that we were never quite able to pinpoint – an inherent flaw in the procedure that caused whatever the device changed to melt down into genetic soup during transformation.”

“Yes!” A deranged, hissing voice shouted from behind, interrupting the conversation, causing everyone to shoot into action, faced with Animo on top of his giant Cockatoo. “And now that I’ve corrected those flaws, my victory is at hand!”

“Animo!” Ben jumped in, his hand poised over the Omnitrix. “Right on schedule! We’re about to take you off-the-air!”

The disease-ridden doctor threw his head back, unleashing a demented cackle at the quartet of people ready to stop him. “I think not my transfigurative adversary!” Animo retorted. “You may have a transmodulator in your grasp, but I am still the undisputed master of genetic transmogrification!”

“One rat?” Ben snorted in return. “Yeah, real intimidating!”

Animo’s eyes glimmered ominously, as his vicious smile widened. “If you found one rat fearsome, then allow me to introduce you to my entire menagerie!” Animo proclaimed, throwing his arms out to his sides.

The roofing below them began to shake, as a stampede of mutant animals climbed up the building. A giant bullfrog jumped and landed on the edge, followed by an equally large, sabertoothed cat with twin tails, another rat, a giant spider, and even a massive ant crawled up, all glaring at the four with starved, soulless eyes.

“They haven’t eaten in quite a while…” Animo laughed. “They’re quite hungry you know!”

Ben glanced around, before he got a grin on his face, twisting the dial on the Omnitrix. “You know what the problem is? Most of them are herbivores!”

Gwen blinked in shock. “Did… Did Ben just use a science term correctly?”

“Wait, wha-“ Animo stammered. “No they aren’t!”

“Plant-eating, people-eating, doesn’t matter!” Ben decided. “Because they’re about to get a taste of-“ He slammed his hand down, the green light exploding from his body like a flare.

In the span of an instant, Ben underwent another transformation. Thorns sprung up from under his skin, breaking through and drawing blood that evaporated immediately. Ben’s legs split apart into four as his feet fused with them and became indistinguishable, all twisting and coiling into four, root-like vines. Strange, black fruits, like giant seeds, sprouted in lines down Ben’s back, as two eyes tore through his skin onto his shoulders – one for each. Topping it all off, a huge, snapping maw-like bud closed around Ben’s head as his eyes fused into one, his skin going a deep, verdant green.

“WILDVINE!” Wildvine finished as the light faded, revealing himself to the starved, mutated animals.

“A nice trick, but it won’t save you!” Animo snarled. “Attack!”

The animals snarled, stepping threateningly toward the Florauna and his compatriots. Wildvine drew in his legs, and pushed down, springing to the side toward Gwen and Grandpa Max. Throwing out his hands – his arms extending along the way thanks the rapid growth of his plant-based body – he coiled his arms around them, and pulled them in, just as the giant sabretooth housecat was about to pounce, causing it to slam into the roof.

Wildvine wrapped his legs around one of the struts of the transmitter, swinging through into the interior, sitting Gwen and Max at the bottom next to Cesar. “You alright?”

“Yeah,” Gwen answered in a heartbeat, looking closely at Wildvine, with narrowed eyes.

Wildvine winced, slinking back slightly. “Uh… problem?”

“No,” Gwen answered at first, still keeping her eyes narrowed, “But you seemed to have an idea of what that one was before choosing it… Ben, have you been going alien in secret!?”

“Uh, yeah!” Wildvine hurriedly answered, as one of the mutants tried sticking its hands through the struts. “So, what’s the plan?”

“Immobilize the mutants,” Cesar ordered, “The Nanite gun will revert them back to normal. All we have to do is-“

The giant cat slammed its hand through one of the gaps, missing Cesar by just a foot. Wildvine slammed his legs into the roofing, the vines popping back out near the cat, coiling around its paw, keeping it from moving.

Reacting quickly, Grandpa Max took aim with the Nanite gun, the storage pack on his back glowing blue, before he pulled the trigger, giving the cat a face-full of Nanites.

“Scratch one!” Wildvine whooped, before leaping into action. Spider-Man-style, he wrapped one of his hands around the beam and swung out, leaving the trio behind in safety, as the mutant housecat returned to normal.

“No!” Animo raged, impotently twisting the dial on his transmodulator. “Your transmodulator isn’t even completed, how is that possible!?”

“In a few words!?” Wildvine retorted as he landed, and shot one of the fruits on his back off, throwing it toward the ant-mutant. The fruit popped open, exuding a sweet, sugary smell, drawing the ant toward it. With singular drive, it began to feast, only for Grandpa Max to fire another cloud of Nanites in its direction. “Nanomachines, son!” The ant began to twitch and stumble, rapidly shrinking down as Nanites radiated off its body in a shimmering blue dust-like form.

Gwen quietly groaned, hiding her face in her hands to conceal her embarrassment. “I can’t believe I’m related to you…”

“Come on, you know you love it!” Wildvine countered, leaping out of the way of the giant bullfrog as it tried to jump on him. It landed, and just like the cat, it suddenly found the ground around it exploding with vines that coiled around its body, keeping it immobile as another blast from the Nanite Gun came from Grandpa Max.

“No!” Animo screamed as he realized the battle was very quickly not going in his favor. “NO!”

Wildvine, meanwhile, was having the time of his life. It felt good to be Wildvine again, surprisingly. Ben could count on one hand the number of occasions he’d used the alien since Xenon, either due to his own reluctance, or reactions he feared on Gwen’s part. The last time he even remembered was, funnily enough, against Doctor Animo then too. Since then, he’d taken off the Omnitrix, lost all his unlocked aliens in the recalibration, and hadn’t thought once about Wildvine since he got the New Omnitrix from Azmuth, who’d already unlocked it for him.

Now that Wildvine was back on the roster, Ben thought he’d have misgivings about using him. Like maybe he’d transform, flash back to Xenon, and lock up or something. Or that even though this was a new Gwen, she’d somehow have a bad feeling about the Florauna.

Nope, on both accounts. It just felt good to be back, using a transformation he hadn’t used in ages.

Plus, he was kicking bad guy butt. That was always fun.

Even though Ben hadn’t used Wildvine in years, he still had plenty of practice. Wildvine baited the mutants, luring them into positions where it was easy for Grandpa Max to fire at them, ducking and jumping over the mutants, and even throwing them to the old man.

Eventually, though, it was just Animo, and his mutant Cockatoo.

“No!” Animo bellowed, shaking his fists as he pointed down at Wildvine. “I’ll be back, Salazar! I will be back!” The bird jumped, taking flight, before Wildvine threw his arms out, wrapping it around the bird’s legs.

Wildvine dug his roots into the roof, keeping himself anchored, despite the bird still trying to get away.

“Grandpa!” Wildvine grunted as he felt his tensile strength beginning to give. “Shoot me!”

“What!?” Max demanded in response.

“No, look!” Gwen pointed up, spotting Wildvine’s claws dug into the mutant bird’s legs. “Shoot him, shoot him!”

Grandpa Max took a breath, and shot at the Florauna. Almost immediately, he could feel the Nanites crawling around, going into his body, creeping all the way up and down like a giant itch from within. The Nanites, being programmed to work on animal life-forms, simply ignored the Florauna’s plant-based DNA, instead jumping ship into the mutant cockatoo through Wildvine’s thorn-like nails. The cockatoo began to shrink down, back to normal, as Animo began to plunge, screaming.

Wildvine ran over to the edge of the roof, jumping and anchoring himself to the side, as he reeled his viny arm back in, slowing Animo’s descent and keeping him wrapped up as the cockatoo flew off into the night.

“So,” Wildvine chuckled, “You were saying?”

-------

“This is an outrage!” Animo snarled as he was led into the back of a police car, the video from the lab’s security cameras being enough proof to take him away. “He should be locked up, not me!” Animo raved, pointing at Cesar as the door was shut, and he was driven away. “I will be back, Salazar, do you hear me!? I will not rest until I have what is rightfully mine!”

Animo faded as the car drove into the distance.

Ben shook his head. “Crazy coot – don’t guys like that understand foaming at the mouth makes them look more like the bad guy?”

“Unfortunately, I think Doctor Animo’s capacity to understand things left the premises long ago.” Cesar mused grimly, turning to the group properly. “Thank you for your help, I… I doubt I would’ve survived had it been not for the timely appearance of Cannonbolt.”

“Pssh, don’t sweat it.” Ben waved away with a charming smile. “We were in the neighborhood.”

“Speaking of,” Victor took a step, holding out the football-sized sphere of alien metal, “Here’s your outer-space souvenir back. Don’t know what you were expecting to find in there, but it’s empty, no tech of any kind. Just a shell of metal.”

“Shame,” Grandpa Max rumbled, sounding slightly disappointed as he took it.                        

“Seriously, you all did fantastic work.” Victor complimented with a grin. “Even if we, ah… broke safety protocol, taking untested Nanites out into a real-world environment.”

“Yeah, that was some nice shooting, Grandpa.” Gwen looked at him, curiously raising an eyebrow. “Did you normally use Ghostbuster guns in the military, or was that a plumbing thing?”

Grandpa Max played it off with a snort and chuckle. “I tested a lot of cool toys back in my Air Force days. I might tell you about some of them, some time.”

Gwen shook her head fondly, before she looked to Cesar at last. “You never did finish saying what happened to Clancy.”

“Ah… Perhaps it would be best not to say.” Cesar cleared his throat. “As not to sour the good mood.” A tense, pregnant silence fell over the group, emanating from Cesar.

It was broken when Grandpa Max cleared his throat. “Right, kids, well, we’d best be hitting the road. I’m sure Victor wants us out of his hair.”

“Nonsense – hey, why don’t you come around my place for dinner, eh?” Victor suggested with an eager smile.

“I don’t know,” Max looked to his grandkids, “I’m cooking up a Tennyson classic tonight – octopus burgers.”

Gwen and Ben blinked, looked at each other, and shared a nod on the same wavelength.

“We did just ask for his help,” Gwen looked at Max with a sickeningly-innocent smile, “It’d be rude to leave like this.”

“Glad you agree!” Victor laughed, “Come on, my wife’s cooking tonight, you’re gonna love it!”

“Oh, really?” Ben’s eyebrows shot up. “What’s she making?”

“Fried tarantulas!”

Gwen and Ben shared another look, paling in terror as they inadvertently dug themselves into another terrifying dinner.

-----------

“You’ll pay for this!” Animo raged, ineffectually shaking the bars of his jail cell for the third hour straight of his incarceration. “I will get free of this place, and when I do, you will all pay! I am a scientist, damn you!”

“A fellow scientist? Excellent!” A voice from the ether echoed around the cell as Animo let go, stepping back in surprise.

“What was that!?” Animo demanded. “Show yourself!”

In a flash of light, the voice’s presumed owner, a man with hair going grey near the temples wearing a long coat, appeared out of thin air.

“Here I am.” The voice’s owner greeted with a smile. “And it’s always a pleasure to meet a fellow intellectual.”

“Who are you!?” Animo prodded, causing the voice’s smile to drop.

“Onto business already?” He blinked, walking around idly. “Very well. I’m something of a traveler. Through time, to different universes, the spaces in between, and far beyond. And I’m here because you’ve garnered my attention, Aloysius Animo.”

“Time travel? Bah!” Animo dismissively waved his hand. “Next you’ll tell me cold fusion is possible.”

The traveler let out a chuckle. “Yes, quite possible, in fact. But, humor me for a moment, and allow me to tell you why I’m here.”

“Do I have a choice?” Animo huffed, turning away from the bars, only to find the traveler standing where his attention was going. “How did you-?”

“The idiosyncrasies of space and time are rather easy to exploit once you have a higher view of things.” The traveler explained, clasping his hands behind his back. “Now, Doctor Animo, I won’t waste any more of your time. Even for one such as myself, it’s a precious commodity that’s running rather low lately. I am here because there is a war on.”

“A war?” Animo repeated with a scowl. “With who?”

“You wouldn’t know him,” The traveler began to answer, “Suffice it to say, this war encompasses all creation, but those on such a… limited lower plane as this will only feel the fallout. In fact; you’ve already felt the fallout.”

“This is absurd,” Animo scoffed, turning away, “Ranting about wars and-“

“You already feel it, don’t you?” The traveler asked, cutting Animo off. “Every morning you wake up, and can’t help but think there’s something wrong about the world. Not quite right. A building that’s been in one spot your whole life, yet you can swear that it was meant to be on the next street down. People that you’ve never met, yet you feel like you’ve known your whole life. Pictures of a vacation you never went on, memories of an event everyone else swears never happened…”

Animo stopped, freezing in his tracks as the traveler’s words struck a cord deep within him. He did know that feeling… That persistent sense of wrongness that came whenever he woke up in the morning. But everyone else said it was just the product of his unwell mind.

“The truth, Doctor Animo, is that you’re exactly right.” The traveler continued. “This world is wrong. The people within it are wrong. And on some level, you know it. You’re not crazy… the world is.”

Animo slowly turned back around, staring at the traveler. “What happened?”

“A very stupid thing.” The traveler answered. “The universe was destroyed, and remade. And the one responsible, instead of putting you back as you were, attempted to cull you. To… defang you. I am here to see that it is put right.”

Animo swallowed, as the traveler slowly walked around, never quite moving right the whole time. “Put it right?”

“Indeed,” The traveler replied, looking at his nails, “In the original universe, the correct universe, you were a man of some repute. You were well known for your mutant animals and your work in the field.”

“Truly?” Animo inquired, as his eyes widened with delightful insanity.

“Truly.” The traveler nodded. “But when the universe was remade, that was robbed from you. But I can give it back to you.”

“Give it back?” Animo repeated, “How?”

“That universe is dead and gone, nothing survived.” The traveler began, “But… I can restore your memories of that place as well as something to surpass the device that teenager was wearing.” The traveler held up schematics for a gauntlet-like device, before continuing. “With them, you’d be an unstoppable force here.” The traveler clenched his fist for emphasis, smiling at Animo. “And in exchange, all I’d need from you is a… favor.”

“What sort of favor?”

“As I said, there is a war on, across time and space.” The traveler answered. “And my side, we want nothing more than to ensure victory. And to help us achieve that, all you must do is destroy Ben Tennyson. That child with the DNA alterer.”

Animo took the plans out of the traveler’s hands, looking at them with a foul smile, before he looked back up. “You have a deal, my temporally transient friend.”

“Good.” The traveler smiled, nodded, and held up a hand over Animo’s forehead. “Now… Aloysius James Animo, close your eyes…

And remember.”

Chapter Text

After dinner and a good night’s rest, the Tennysons’ stopover in Chicago was well and truly done, and they were back on the road. The Omnitrix pod was safely stashed away in one of the Rustbucket’s many compartments, Gwen was at the dining table, typing away on her laptop, while Ben lounged sitting longways, a guitar in his hand as he played around with it experimentally.

It’d been quite some time since he just fiddled around with a guitar – sometime after he left middle school, to be precise. He still enjoyed the instrument, to be sure, but with soccer practice and all, he just… never picked it back up.

Now, though, he had an abundance of time, a desire to take his memory off certain things, and the boyhood wish to be the next Steve Vai.

Although… his skills were rusty.

Ben sat in the seat, hooked up to an amp, experimenting around. Without a screen in front of him, it was a bit more difficult to get back into the groove, though he knew if not for that game, he would’ve had more difficulty adjusting to his guitar. His dream guitar. A Stratocaster with a flaming green paintjob, because of course he was basic like that.

It made him want to puke, thinking about it. He couldn’t set people back in the right places, but he could give himself the perfect vacation, the perfect guitar… the perfect life, by all appearances.

But not perfect enough. His family and friends still weren’t there.

Plus, he kept fumbling the notes.

Ben moved his fingers just a bit too jankily down one of the cords, producing a sound that was less like music and more like the screeching of a dying bird being run through an autotuner.

Gwen sighed, looking at him impatiently. “Ben, could you cut that out? It sounds like you’re committing animal cruelty over there.”

“Sorry,” Ben shrugged, not looking in her direction as he fiddled with the knobs on the front of the instrument, “I’m just trying to get back into the swing of this thing. It’s different than playing it on the TV.”

“Well, if you could turn down the amp, that’d be great.” Gwen replied, shaking her head. Ben continued, unabated by her words. The guitar made another dying noise, and she sighed again, closing her laptop and leaning on her hand. “Do you even know how to play that thing?”

Ben’s head swiveled around to her in shock as his mouth fell open. “Did you really just insinuate…?”

“Oh, Ben’s getting all defensive and bringing out the big words.” Gwen chuckled quietly with a smile. “I knew you couldn’t do it!”

“I can!” Ben squeaked in response. “I so can play the guitar!”

“Then do it.” Gwen called his bluff, crossing her arms on the table. “Play us an actual song that sounds good, without a video game holding your hand.”

Ben stared at her in response. Oh, she was challenging him? She should’ve known better – it never ended well for her. Ah, but what song to play? Probably best to stick to a simple one, nothing too fast, no heavy metal or anything like that…

Gwen mistook his pause for thought as freezing up, evidently, as she snorted and shook her head. “Yeah, see, I knew you were lying-“

It’s a funny thing, spite. Spite put a man on the moon because the alternative was letting those damned Commies get there first. Spite let Vilgax come back from almost certain death more times than could be counted.

And, in the Rustbucket in the new timeline, spite let Ben Tennyson show his cousin up, just this once.

Ben’s fingers flew across the cords, pure need to prove her wrong carrying them the entire way as the same notes once played by Roy Orbison emanated from the amp. And he kept going, staring her dead in the eyes with a smug grin until he reached a point he was comfortable with, and stopped.

“…okay,” Gwen petulantly conceded, crossing her arms with a sulking expression, “I guess you can play one song.”

“One song!?” Ben squawked indignantly. “That’s- Okay, it’s not just one song!”

“Pretty Woman by Roy Orbison,” Grandpa Max recalled with a wistful sigh, “I had it on 8-track. Burned it out playing it for your grandmother.”

Gwen cocked an eyebrow, as Ben sheepishly shrugged.

“It was that or ‘Chicks Dig Giant Robots’,” Ben chuckled to himself, “And so far, the way things have been going, I wasn’t sure if playing it would summon an actual giant robot to attack us. Bu-But!” Ben quickly held up an insistent finger, “It’s two songs that I know by heart how to play, not just one – ergo, I win, you lose!” Well, actually, one of three songs he knew.

But he’d die before letting her know he listened to Britney Spears.

Ben looked out the window smugly as Gwen let him get away with that little victory, watching as the scenery passed by, before he quickly got bored of that, and reached for the remote, clicking the TV on. A static hiss droned from the screen, as Ben flipped through the channels, frowning.

“Hey, Grandpa!” Ben called up front with a frown. “What’s wrong with the TV?”

“Ah,” Grandpa Max cleared his throat, like he was suddenly remembering something, “The old antenna’s been on the fritz and I haven’t had the time to fix it. Sorry, son.”

Gwen looked up to the driver’s seat, a purely appalled expression on her features. “You’re still using broadcast TV? Get a streaming box already Grandpa, for real!”

Grandpa Max chuckled, shaking his head. “You know I can’t work those fancy remotes, pumpkin.”

“They come with voice controls now.” Gwen whispered, practically begging him to upgrade already-

Ben’s head shot up, before a smile split his face wide open.

“Uh oh.” Gwen shivered, leaning away from him. “I know that look. It means you’re about to do something so brain-dead stupid it’ll make me wonder how I’m related to you.”

“Come on,” Ben grinned at her in response, “You haven’t even heard my idea.” He brought the Omnitrix up, pressing the activation button.

“Ben, no-!” Gwen tried to shout and reach out for him, before he slammed his hand down on the core.

“UPGRADE!” Upgrade shouted as the light from the transformation sounded, and he slumped over in such a way that it made him look like an ice sculpture of Jabba the Hutt melting. “Aw man, it does not sound as cool when it’s my voice shouting it.”

Gwen snorted. “None of them sound cool when you shout them.”

“’None of them sound cool when-‘ myeh.” Upgrade morphed part of his body into a long, green-tinted, slightly transparent tongue for the express purpose of sticking it in her direction.

“Ben, have you actually regressed back to a ten-year-old, or is that watch melting your brain?” Gwen placed a hand on her hip, staring piercingly at her.

“Well, uh…” Upgrade held up a finger, slumping again. “Okay, yeah, that was a bit childish.” And he only did it cause he knew it pissed her off. Even Original Gwen, 17 and about to head off to college, could never resist a good verbal spar under the right circumstances.

But hey, sue him, he wanted things to be like they were back when he was a kid! Back when saving the world was fun.

Back before the nightmares kicked in.

“So, what’s that guy going to do about the TV situation?” Gwen raised an eyebrow. “Make whole new TV stations pop into existence?”

“Heh, watch this.” Upgrade turned to the TV, and jumped, melting into it like a giant candle. Gwen stood off to the side, watching in rapt attention as Upgrade’s neon green circuitry and black tar-like body coated the TV, and though she couldn’t see the outside, judging by the way the shadow on the ground was cast, Upgrade connected to the antenna outside as well, turning it from a single, solitary satellite dish, to a whole array of dishes on the top of the camper.

“Now, is this cool or what?” Upgrade asked with an audible grin in his tone, as his circular optic appeared on the screen.

Gwen was not so easily impressed, however. “Okay. Now, how are you going to watch it?”

“Uh…” Upgrade looked around awkwardly. “I can’t leave the TV, or the whole thing’ll undo itself… Oh! Turn it on, I’m jacked into this thing directly! Better than hi-def, man!”

Gwen got a wicked grin, as she brandished the remote, turning it on and flipping it to a cartoon show on one of the kiddie networks.

“Wait, is this Mickey Mouse Clubhouse?” Upgrade worriedly asked.

“Yep!” Gwen beamed, twirling the remote. “I figured the little guy needs little guy programming, wouldn’t you agree?”

“Gwen, no, seriously, I can’t change this thing.” Upgrade began to frantically speak. “It’s one of those TVs you literally can’t operate without the remote you know!”

“Aww,” Gwen fluttered her eyelashes, tilting her head with a smile, “Looks like you’re stuck watching it until that thing times out.” Gwen turned around, heading to sit back at the table, happy with herself.

“Gwen, seriously, I hate this show!” Upgrade whined. “Come on, why are you doing this!?”

Gwen looked up, “I still haven’t gotten you back for stealing top bunk.” She looked down at a book, utterly nonplussed. “A good hour listening to Mickey Mouse teach you about the virtues of sharing ought to be enough.”

“Share my foot with your butt in a minute…” Upgrade muttered.

“I’m sorry, but what does that even mean?”

“You know what it means you,” Upgrade jumped back out of the TV, slinking over to the booth, “You evil, evil woman.” He looked at Gwen’s laptop…

“Ben, you even think about it, and I’ll shove that watch where the sun don’t shine.”

Upgrade yanked himself away, sighing before he pressed the Omnitrix on his chest, turning back to Ben.

Another few days of driving to go.

Wonderful.

----------

Finally, night began to fall, and Grandpa Max put the Rustbucket into park.

“All right, kids.” He got up, stretched, and moved toward the side door. “We’re here.”

“Here?” Ben frowned as they followed the old man out. “What is exactly is ‘here?’”

“Take a look around, and…” Gwen pursed her lips, looking unimpressed. “Nothing. Just the middle of nowhere – not even any street lamps.”

“Exactly.” Grandpa Max smiled, gesturing up with his eyes. “No lamps, no light pollution.”

Gwen blinked, before she slowly smiled. “Another night of stargazing?”

“Just for a bit.” Grandpa Max replied, still with his head in the stars.

Ben, though, for once, couldn’t bring himself to speak. How could he? For the first time since he got there, he got a clear, unblocked view of the night sky.

And it too was wrong.

He left Serena and Bellicus in charge of recreating the universe beyond the Sol System, but that too had been messed up, seemingly. Stars were slightly out of place, dimmer… because some of them were gone, and Ben knew – he knew – it was because they hadn’t been recreated.

And how many of those stars had a planet with life around it?

He didn’t know where he got the notion, but as his sight wandered down to the Omnitrix, Ben was convinced that, however many species in the entire universe (not just the milky way) there’d been before, there was now only one-million, nine-hundred and nineteen. Only the ones that had been in the Omnitrix could be easily accessed and recreated, spread out to give some illusion of an inhabited cosmos.

This new universe was, quite literally, darker than the one that came before it. Emptier.

Ben suddenly faked a yawn. “You know, I’m really tired, so I’m gonna hit the hay.” He jerked a thumb to the Rustbucket, rushing back inside, out from up under the night sky.

He didn’t feel like stargazing anymore.

Chapter Text

Ben needed some time to himself. Time to cool off, and decompress, away from the people wearing the faces of his family. The problem was, being on a ‘world tour’, that wasn’t very doable, seeing as they spent most of the time on the road, or sticking together doing group activities.

Until he got an idea. A wonderful, awful idea that he hoped wouldn’t backfire on him later. He glanced out of his periphery, watching as the two others in the Rustbucket tidied up, dusting shelves and whatnot, while he just looked busy, waiting for the time to strike.

“Right,” Grandpa Max took a breath, working a bit of stiffness out of his back, “All done over here. Gwen?”

“Yep!”

“Ben?”

“Uh, yeah!” Ben smiled, only succeeding in earning a suspicious glare from his cousin.

“You’ve only cleaned that one spot? What’s the big idea?” Gwen huffed, marching over toward Ben. Theatrically, the teenage boy threw his back up against the drawers, reserved for him, and she stopped, crossing her arms in that oh-so-delightful way that meant she knew he was hiding something, and she thought she was going to get it out of him. Well, this time, she’d be right. “Ben, move.”

“Nuh-uh.” Ben insistently shook his head. He had to put some fight behind it, else they’d get suspicious about his lack of suspicion. “Nope, nothing in this corner, don’t concern yourself with the strange man behind the curtain.”

Gwen frowned, her arm shooting out to grab his wrist before she leaned in to whisper into his ear. “Do you really want to mess with the woman who has a black belt?”

That earned a genuine gulp from Ben, and a quick shake of his head. Rapidly, he stepped to the side, allowing Gwen to open the top drawer.

Immediately, she stumbled back like she’d been hit by a shotgun, covering her nose in disgust. “Oh, God!” She gagged, “BENJAMIN KIRBY TENNYSON!”

“Yes, Gwendolyn Tennyson, my dear cousin, whom I love very much?” Ben ‘innocently replied with a smile.

“What the fuck is this!?” Gwen pulled her shirt over her nose, exposing just a little bit of her stomach as Ben bobbed on his feet, still grinning.

“You wanted to look.” Ben gestured, as Grandpa Max shuffled over to take a look.

The old man’s eyebrows furrowed as he reached into the drawer, and pulled out a pudding cup. “Why do you have chocolate pudding in your drawers?”

“…it was vanilla when I hid it there, I swear.”

Gwen let out a gagging retch, turning away from it as Grandpa Max searched the rest of the drawers.

Going through each one, Max sighed and rubbed the bridge of his nose. “Ben, we’ve talked about this… We all have to do our fair share.”

“Look at that,” Gwen shuddered in revulsion, pulling away from the drawers quickly, “There’s stuff in there from last time we cleaned! Did you just shove it in there!?”

Ben snorted, crossing his arms. “You have to ask?”

“Then I’m sorry about this, son,” Grandpa Max sucked in a breath, “But until you get your messes cleaned up, you’re going to have to stay here in the Rustbucket.”

“What?” Ben whined, putting as much whine behind his words as possible. “Nooooo.”

Gwen looked at him, unimpressed, as Max let out a shrug.

“You may be a man now, but that doesn’t give you the free reign to shirk your responsibilities.” Grandpa Max retorted, “And just to make sure it gets done – “ The old man pulled the power cable out of Ben’s Xbox, Wii, and PlayStation, and handed them to Gwen, who stashed them in a backpack she was carrying. “She’ll be holding onto those for safe keeping.” He faced her properly. “Your laptop’s-“

“Put up,” Gwen looked at Ben with a smug smile, “Even he won’t be able to find it.”

Ben’s eyes narrowed, taking that as a challenge.

“All right then.” Grandpa Max made a satisfied nod. “Gwen and I will be enjoying the World of Mr. Smoothy-“

Ben could’ve died, upon remembering that was the place they were visiting… But his desire for a little bit of alone time outweighed the desire for Mr. Smoothy’s.

“-While you finish your chores.” Grandpa Max outlined, as he and Gwen moved to the door. “You’re welcome to join us when you finish up, Ben.” Then, that being the end of it, he and Gwen stepped out, and shut the door.

“Oh, I’ll finish them all right.” Ben lifted the Omnitrix, activated it, and selected the alien he wanted. Slamming down on the dial, he became XLR8, and launched himself into super-speed.

In seconds, the entirety of Ben’s little pigsty was cleaned up, and he was back on the couch, already human again.

“Man, I’m a genius!” Ben gushed to himself, kicking his feet up as he let out a relaxed sigh. “Yep, while they’re going to the World of Mr. Smoothy, I’ll be going to Planet Ben, population: Just me. Ah, perfection, thy name is Ben.”

The novelty quickly wore off, however, when it became quickly apparent:

There was nothing to do.

Ben sighed, before he got a brainwave. Gwen’s laptop was hidden, but if she was anything like his Gwen, he knew all the hiding places. More specifically, the most mortifying, repulsive place he could think to look in-

The underwear drawer. Yep, after even a cursory examination, he could see his prize plain as day. Taking the computer out (and making a note to burn his own hand off as Heatblast) Ben sat down, opened the lid, and-

A password screen blinked at him.

“Oh, come on!” Ben groaned to himself, leaning on his hand. “It’s not like she has anything to hide in this universe, it’s just paranoia now! And being stingy…” He looked at it for a few seconds, before he got an idea.

His fingers gliding over the keys, Ben typed in: ‘BEN1SADOOFUS.’ and hit enter, waiting as the loading screen went by.

“Hey hey!” Ben laughed triumphantly to himself as the laptop unlocked.

Now he could relax in peace.

---------

Ben could not relax. Gwen didn’t have games on her laptop, so he had to go Upgrade, do stuff to the router and computer that was probably illegal, so he could download Team Fortress in under a minute. Then, when he got to play, some jerkass Spy main with the screen name ‘Outtatime’ kept dominating him (seriously, it was like the guy was stalking him from one server to the next) and it just stopped being fun, so Ben closed it out.

Ben sat there in blank existential dread, staring at the screen, before he noticed the photos folder. He clicked on it, and was flooded with a library of organized subfolders. Seriously, Gwen was so organized, it was outrageous.

His eyes wandered, reading the folder names, before he spotted one. ‘Summer 2011’ Ben’s breath hitched as he realized the significance of it.

Their first summer vacation. Ben couldn’t help it – he knew how the summer should’ve gone (for one thing, it was supposed to have happened in 2005, not 2011), but not how it went in this universe. Following his curiosity, he opened the folder, causing the gallery to leap out at him.

Yep. It was his, Gwen, and Grandpa Max’s first summer roadtrip together. The Best Summer Ever as Ben himself named it. Things seemed to be largely the same… but without the Omnitrix (and the obvious issue of the year discrepancy), and without anything alien. Ben had seen the gallery Gwen had collected during that trip, especially some of the more out-there pictures, but this was… Normal. It was normal. And it showed a clear timeline.

The first week of pictures, it looked like the two of them couldn’t even stand to look at each other, but over time it became apparent how much they warmed up to each other. Okay, so that wasn’t the Omnitrix’s fault the first go-around, good. Ben couldn’t say he didn’t think about that, sometimes.

Ben closed out that folder, and probed further, all the way through their years. Eleven, Twelve, Thirteen, Fourteen – through puberty and hideously acne-riddled faces Ben could see the timeline unfolding like a montage as he and Gwen went from sworn enemies to best friends, with Grandpa Max there to lead the way, through countless summer trips. There was some rather embarrassing pictures in there too, no doubt snapped by Grandpa – like Ben in the hideous pilgrim getup from Salem, or one of him and Gwen when they were younger, sharing a bed, him being little spoon and Gwen being big spoon. The point was: The folders were filled with those snapshots, memories of a whole life lived, of countless summer and weekend trips that, while not as adventurous as the trips Ben was used to, still looked fun.

And he couldn’t remember any of them.

Ben suddenly got a very chilling idea: There had been a Ben Tennyson here, living his own life, with his family and his own struggles, and Ben had just… overwritten him. This Gwen would never get to see her Ben again, and Ben had been so occupied with his own mourning that he couldn’t even think about that.

What happened to that Ben? Was he dead? Were his memories locked away?

He didn’t know… and perhaps it was for the best if he didn’t really think about it. Ben sighed, closed the laptop, and returned it to its hiding place, taking great care to make sure there was no indication he’d moved it at all.

His efforts proved to be fruitful, as mere moments later, the door opened, allowing Grandpa and Gwen to enter

“All right, Ben!” Grandpa Max called with a smile, him and the redhead decked out in Mr. Smoothy merch. “We’re back.” He moved over to the drawers, looking through them with a satisfied nod. “Good work, son. I hated having to talk down to you like that.”

“Eh,” Ben shrugged, projecting an aura of unbotheredness, “I did kind of deserve it.”

“Wow, the doofus admitting he’s wrong?” Gwen rhetorically commented with a teasing smile. “Who are you and what did you do with my cousin?”

Ben cringed profusely, trying to hide it with a smile. “Depriving me of Mr. Smoothy’s is the surefire way of making me realize I screwed up.”

“Oh, in that case, I’ll just keep this bag of Mr. Smoothy stuff I got just for you…”

“What!?” Ben jumped to his feet. “Gimme!” He rushed over, taking the bag from her readied hands, looking through it. “Thermos-“

“With tutti frutti in it.”

“Oh, look, it’s a little Mr. Smoothy bobblehead!” Ben gushed, shaking it happily. “Huh… bobble- Just bobble now that I think about it.” Seeing as the whole thing shook on its legs. “And a rewards card. Ooh, careful, Gwen. You keep treating me like this, and you’ll never get rid of me.”

Gwen rolled her eyes good-naturedly as she playfully punched him on the arm. “I already can’t get rid of you. At least with you distracted by this, it’ll take some of the pressure off me.”

Ben looked up from the bag, into her vibrant green eyes, starting to melt slightly as he gazed at her. “Thanks, Gwen.” He offered, pulling her into a hug.

Gwen floundered for a moment, shocked at the sudden gesture, before she laughed. “It’s just overpriced crap, doofus."

"It’s overpriced crap you got for me.” Ben answered, closing his eyes as he made himself keep breathing. God, she even smelled like the real Gwen.

It wasn’t fair. This was the most time he’d spent with her in a year, but it wasn’t even her, he was stealing some other Ben’s life, and it wasn’t fair, and he just couldn’t let go.

“Well,” Gwen chuckled softly, returning the hug, “If this is your reaction, I should by you overhyped, overpriced crap more often!”

“Don’t buy me video games, Gwen,” Ben snarked in response, “You can never get my preferences right.”

Grandpa Max chuckled, as he moved to the head of the RV. “Well, I’m glad you’re happy, even if you didn’t get to come with us.”

“Yeah.” Ben muttered in response, sitting down at a chair, before his happiness turned to confusion, morphing to sorrow, before returning to something almost like resolve.

The Ben Tennyson of this universe was dead, gone, replaced by him. Until he could fix things, he owed it to that Ben to at least try to make sure his Grandpa Max and Gwen were taken care of.

Despite his own emotional turmoil.

Chapter Text

Crickets chirped under a glowing full moon as night smothered one side of the planet Earth. Aside from them, and the coyotes, not a single living thing was stirring, keeping the veil of darkness closed tight, and serene.

Then, as suddenly as a firecracker going off, the bliss of nighttime was shattered by the roaring of a V6 engine, followed by police cars, swat vans, and roaring helicopters.

The man driving the leading vehicle, a nondescript, average man of about 40, wearing glasses, looked in his mirrors with a worried gulp, followed by a gaze to the oversized, keg-like container in the passenger seat of his car. Such a reaction meant one thing: They knew what he took, and wanted it back.

They weren’t even going to read him the riot act. They’d just shoot him and take it back.

That made it all the more important he kept it out of their clutches. He looked at the dash of his car, desperate to see how close he was. He was close, but not close enough. They’d catch up to him before then.

He’d been smart, too. Swapped tags, hid his face under sunglasses and a baseball cap even while driving, used cash instead of his cards, even dumped his phone. And it was all so easily flushed down the drain by a simple mistake – he went over the speed limit in one of those little country bumpkin towns, the state trooper pulled him over, saw the containment unit, and raised hell to every g-man in the vicinity.

His only hope now was to go beyond the authority of the government, to those his new friend told him about. The Plumbers.

A green hourglass symbol in the shape of a circle against a black background held position on the map screen in the dash of his car – the universally-recognized symbol for help (more specifically, the place to get help, not a distress sign or anything thereabouts), or so his friend said. That destination – a Plumber base according to the energy readings - had been programmed into the car by his friend, before they took off like bats out of hell.

But it was too late now. Their pursers were gaining quickly, and his car was running out of gas.

So absorbed with the lights in his mirrors, however, did the man miss an obvious and unfortunate, freak occurrence unfolding right in front of him.

A deer wandered out into the middle of the road.

The car slammed into the deer with the same force as it would a brick wall, throwing the poor animal up and over the hood, and causing the car to spin wildly out of control, into the woods.

The man grunted in pain, clutching his head as he unbuckled his seatbelt, before he heard the distant sirens growing louder. “No, no, no, no, no…” This was it – they’d see the deer, and the inert car, and there was no way he’d be able to outrun them.

Taking a breath, the man knew what he had to do. Running over to the side of the car, he grabbed the container, and sat it on the ground, opening it at last.

Shakily sighing, the man looked inside. “This is it.” He gulped. “I can’t help you anymore by running. You need to go. Run, as fast as you can to those Plumbers of yours – I’ll buy you some time.” He stepped over the container, walking back to the road, as the pod’s contents went scurrying off into the darkened woods.

The man stood unflappable, even in the face of what was to be his certain death, confident that he made the right decisions.

---------

“You know,” Ben muttered distastefully as he looked around the small town square, frowning as he took in just how tiny the town was, “When you said: ‘world tour,’ I expected more… bash-boom-wallop.”

Gwen’s head swiveled immediately toward him, looking at her cousin like he may have just become the stupidest man alive. “Do what?”

“You know… excitement! Grandiose-ness!” Ben gestured. “A new country every week, beating up foreign bad guys in the big famous places, kissing babes-“

“Look at you,” Gwen snorted, gesturing at his clothes, “The only outfit you have makes you look like one of those guys at Buffalo Wild Wings who gets just a little bit too into the game coverage. What ‘babes’ are going to want that?”

“Hey, I look damned fine, for your information.” Ben scoffed in response, only for a lock of hair to fall over his eyes, along with the dawning realization that he probably needed a haircut.

“Ben, you have an entire closet’s worth of a single outfit.” Gwen retorted humorlessly.

“It’s a look that works, don’t diss the look!” Ben defended, raising his voice. He liked his look – granted, this one wasn’t as cool as the last look (he loved the green faux-leather jacket. Besides the fact his Gwen had gotten it for him, the thing was just plain cool. It devastated him to no end, waking up to find it non-existent.) – but Ben was still happy with himself. “Besides, like you can talk, miss ‘I’m going through my cat phase!’”

“I just like cats!” Gwen retorted, a mite bit quickly and defensively as she crossed her arms.

“I like Mr. Smoothy,” Ben shrugged in return, “But you don’t see my wardrobe filled with its logos.” That was a lie – there was a solid week or so after his secret got out that Ben wore Mr. Smoothy merch to get in the company’s good graces. He wasn’t selling out, honest!

He just wanted to, you know, use his newfound fame, and the fortune from all the royalties everyone who used his likeness without his permission to buy the whole entire Mr. Smoothy Corporation, and if he did that, he’d have to represent his brand!

“Relax, Ben.” Grandpa Max cut in at last with a slight smile, as he held the brochure in his hands. He led his grandchildren through the town square, to the park that stood in front of the city hall. “It won’t kill you to slow down for a while. The world’s not going anywhere.”

Ben huffed quietly, shaking his head, which earned him an elbow from Gwen. “Next time you do that,” He mouthed at her, “I’m licking that elbow.” If only either of them knew what really lied in his thoughts, then maybe they wouldn’t think he was just being difficult.

“Oh, look at this, kids!” Grandpa Max suddenly, and excitedly piped up, no doubt trying to defuse what he feared was an incoming fight. A noble, if futile gesture – Ben and Gwen were going to be bickering until the day they died, like siblings, or an old married couple. “It says here the town was founded after a purported UFO crash fifty years ago! Settlers got out here, didn’t find the crash site, but found plenty of oil. An amazing coinkidink, don’t you think?”

“I’m more interested in the spaceship,” Ben muttered to himself, “And the alien guys who think it’s funny to leave their trash all over my solar system…” The trio walked past an alleyway, from which was emanating metallic clanging.

Ben stopped in his tracks, as a high-pitched, screaming sound hit his ears. Grandpa and Gwen didn’t seem to notice it, moving swiftly on across the sidewalk, to the town square.

Ben looked between them, then to the alleyway, seeing a racoon playing with a squeaky-toy. He narrowed his eyes, looking closer… That squeaky toy looked awfully strange…

Ben’s eyes popped open. That was no squeaky toy – it was a Greymatter!

“Ahh!” The poor little Galvan screamed as he was shaken around by the racoon.

“Hey, no! No!” Ben raised his voice, charging toward the wild animal. The racoon noticed Ben’s approach, swiftly let go of its prize, and took off. “Get! Shoo!” He came to a stop as the Greymatter lay on the pavement, covered in saliva.

The Galvan jumped to his feet, looking at Ben with a deer-in-headlights expression, before he made for the wall, trying to jump up.

“Wait!” Ben called, as the Galvan stuck and ran up. “I’m not going to hurt you, just let me see if you’re okay!” The Galvan ignored him, still climbing. “Come on…” Ben groaned, quickly activating the Omnitrix, “Please don’t crap out on me this time…” He prayed, slamming the dial down.

In a green flash, the alley suddenly became filled by two Galvans, as Greymatter jumped onto and began to scale the wall as well. He trailed closely behind the other, both climbing onto the roof of the building.

“Wait!” Greymatter spoke to the other Galvan, earning a shocked look. “You might require medical attention! Creatures here carry many deadly infectious diseases that can be spread through bites!”

“Yes, I know that.” The Galvan stopped, standing still as Greymatter gingerly approached.

Greymatter tapped the Omnitrix symbol on his chest, reverting back to Ben, as the mysterious visitor’s eyes widened in surprise. Ben lowered his hands, allowing the Galvan to step up, and be raised to Ben’s eye level. He’d gotten a crash course in Galvan biology a few times, thanks to some of Blukic and Driba’s more daring schemes backfiring on them over the years. Not enough to be a doctor, but enough to at least make sure the little guy wasn’t hurt too badly.

“He didn’t break the skin, looks like.” Ben let out a sigh of relief, before he grimaced. “Still, getting slobbered on’s not exactly the best welcome present Earth has to offer…”

“Believe me,” The Galvan spoke up, breathing heavily as he swayed, completely reliant on Ben to keep from falling, “Compared to my last welcome, that was positively warm. You people love to fire at others passing through your star system, you know that?”

Ben winced, looking into the eyes of the red-eyed alien. Galvans had different-colored eyes in this universe, it seemed. That, or they were all red-eyed here. “Yeah, humans can be pretty dumb, sometimes.” He admitted, frowning thoughtfully. “You’re a Greymatter – a Galvan, right? What’re you doing so far away from Galvan Prime?”

Instead of answering, the Galvan narrowed his eyes. “How do you know that, Earthling?”

Instead of speaking, Ben flashed the Omnitrix.

“The Omni…” The Galvan’s eyes widened in awe as he beheld the device. “After all this time… incredible.” He looked up at Ben, “Who are you, human?”

“Ben Tennyson,” He smiled charmingly, “At your service.”

“Yes… Yes, well met, Ben Tennyson.” The Galvan nodded. “I am Albedo, of the Galvan, and I require your help.”

Chapter Text

“When I was but a tadpole, all I wanted was to be a great scientist. A thinker, whose innovations could change the course of the universe.” Albedo regaled, pacing back and forth along the tabletop. “I got my wish when I was discovered by the first thinker – Azmuth himself. Azmuth saw my genius, unparalleled by any other Galvan except himself, and he took me under his wing.”

Ben huffed, slumping back in one of the Rustbucket’s seats. “Yeah, not egotistical at all.”

“Ben!” Gwen hissed, as Grandpa Max continued to stare at the diminutive alien. After discovering… Albedo (how Ben shuddered in… well, not disgust, but he didn’t have all that many pleasant memories of Albedo), and being asked for help, Ben went back to Gwen and Grandpa Max, made them aware of the Galvan, and they all reconvened in the safety and privacy of the Rustbucket to hear Albedo’s parable, and determine the correct course of action.

Which was being difficult, seeing as Albedo digressed.

“Oh, I’m not bragging, it’s an objective fact.” Albedo hummed smarmily, “I’m the second most intelligent Galvan to ever live, and the only reason I’m not the first is because Azmuth is still around. Now, what was I saying… Ah, yes.” Albedo cleared his throat. “I had the privilege to study under the First Thinker for many millennia. It was during that apprenticeship that Azmuth devised his greatest creation – an instrument of peace the likes of which had never been seen elsewhere in the universe.” He turned to Ben’s wrist, gesturing to the watch clamped to it. “The Omnitrix.”

Gwen blinked, looking at Ben with a suspicious glare. “He’s using your name for it… are you sure you’re not trolling me and Grandpa right now?”

“Of course I’m not!” Ben squeaked, crossing his arms. “This guy’s the real deal… he just knows a good name when he hears it.”

“Hardly.” Albedo scoffed, “’Omnitrix’ is a shortening of the device’s full name – omni-matrix. Named such because it is the repository for genetic samples from every sapient species in the Known Universe.”

“Really?” Ben looked down at it with a slightly forced smile. Here came the moment of truth, where he’d find out if he really succeeded in saving everyone, or just the people whose species were in the Omnitrix. “How many’s in there?”

“A lot.” Albedo vaguely answered, quietly shaking his head. “I do not know for certain – I handled the software packages, not the genetic samples for the Omnitrix.”

“Huh,” Gwen looked at Ben with a sickeningly-sweet expression, “Funny how you came up with the same name without a single clue.”

“Yeah,” Grandpa Max, with more evident suspicion, crossed his arms. “I was curious about that, too.”

“Well, you know…” Ben stammered awkwardly as his heart hammered in his chest. An enemy on the table, fakes of his family staring at him, getting close to digging up the truth… “In an infinite universe, some names are bound to come up more than once?”

Albedo harumphed, stomping his tiny foot. “It’s irrelevant! As I was saying before you redirected this conversation like a transmat beam scattering in an electromagnetically-charged environment, I assisted Azmuth with the construction of the Omnitrix.”

“And let me guess,” Ben stared at Albedo with narrowed eyes, “You want the watch back.”

“No, you oversized primate half-wit!” Albedo shook his fist impotently. “Although if you keep interrupting me, that will be on the table!” No pun intended, seeing as he was currently the one on the table. “I couldn’t care less what happened to the Omnitrix right now.”

Ben scoffed skeptically, rolling his eyes. Albedo always wanted the Omnitrix, or Ultimatrix, whatever. Ben couldn’t honestly say he had a grudge against the guy for it – the Omnitrix was friggin’ awesome at the end of the day no matter who you were – but still, the Omnitrix was his, and Ben would be damned before he let his guard slip enough for Albedo to run off with it. “Yeah – like I didn’t see you making goo-goo eyes at it when you realized what it was.”

“That was an understandable emotional reaction to seeing a piece of my past I thought left dead and buried!” Albedo refuted angrily. He seemed to be a lot of that – angry, under stress and what not. For such a ‘higher’ intellect, he seemed just as vulnerable to emotions as he was when he got stuck as a human. “But that thing stopped being my concern the moment Azmuth kicked me off the project - if you manage to blow it up and take this miserable ball of mud with it, good riddance I say!”

Gwen’s eyebrows shot up inquisitively as she crossed her arms. “You have a problem with our planet?”

“Of course I have a problem with it!” Albedo snapped, gesturing wildly. “I have been stuck here, marooned here for fifty, long years! This planet is Hell – a Tartarus! Wretched and bleak!”

“Wow,” Ben muttered under his breath, “Can you crank up the melodrama any more?”

“The only reason I’m even on this primitive rock,” Albedo continued, “Is because your military shot my spacecraft down!” Albedo pointed an accusing finger at Max.

“You were shot down?” Grandpa Max raised an eyebrow. “Without warning?” He frowned suspiciously. “I flew planes for our military – I have a hard time believing they’d just shoot you down without hollering at you first.”

“Well,” Albedo harumphed, turning up his head derisively, “There may have been a burst of what could conservatively be described as ‘deranged ramblings’ about no-fly zones – but I was well within my rights to be flying over all territories of this planet!” The Galvan defended, crossing his arms. “I was a Chief Scientific Advisor in the Plumbers at the time-“

“The who?” Gwen probed as Grandpa Max paled visibility, in a way that Ben caught. Ha! At last, Ben had his proof! This Grandpa Max was a Plumber!

Albedo let out a suffering sigh. “Intergalactic peacekeepers.” He gritted out. “The closest thing to a universal government there is. Civilizations contribute resources to the Plumbers, in exchange for protection, diplomatic aid, and access to technology they wouldn’t otherwise have.”

Gwen quizzically tilted her head. “But what were you doing on Earth to begin with?”

Albedo’s face went a dark, crimson red, as he shook his fists. “That’s what I was trying to explain before you cut me off-“ He forced his shouts to die in his throat, quickly calming. “As I was saying, I was the Chief Scientific Advisor for the Galvan Spiral – that’s what we in the rest of the universe call this galaxy before any of you try interrupting again – and I was here tracking anomalies.”

“Anomalies?” Grandpa Max frowned, crossing his arms inquisitively.

Albedo turned to him but held back the urge to explode in a fit of rage. “Planets have been disappearing. Habitable and uninhabited worlds vanishing – in cosmic terms – overnight.” A chill ran up Ben’s spine, along with the hope that he really, really wasn’t the one responsible. “I hypothesized it was the work of a colossal spaceborne life-form of previously unknown origin or magnitude, and that its consumption of planets was part of its life-cycle.”

“The tick…” Ben recalled dimly. It had been quite some time ago, but he could never quite shake the image of the giant, alien tick sticking its head into the ground, transforming Yellowstone into an alien Hell on Earth, as it tried to drain the planet. Cannonbolt’s world had suffered the same fate, and Ben was only successful in stopping the tick because he could apply the Arburians’ abilities in ways they hadn’t thought of.

“Excuse me?” Albedo raised an eyebrow.

“Like a giant tick, feasting on worlds.” Ben spoke up.

The Galvan shook his head. “I hypothesized it was something more akin to an amoeba. Something that totally absorbed, subsumed, and consumed the planets it encountered to the extent little to no physical evidence was left. We’re talking whole star systems becoming empty, here. Gas giants, rings, moons – all gone without a trace of debris. One such unfortunate planet was Arburia, home of the Tortugans. One day the star system simply went dark. Local hyperspace became impossible to traverse, all communications were being jammed, and probes sent in never returned. By the time the anomaly cleared, Arburia, along with every other planet in its star system, was gone. Only the sun was left untouched.”

“That’s…” Gwen breathed, covering her mouth in abject shock. “Horrible.”

Albedo nodded in agreement. “The Plumbers tasked me with determining what the threat was, and how to put a permanent stop to it. Unfortunately, there was so little evidence of the cause that I couldn’t calculate its point of origin, but I could look at the star systems it had consumed, which allowed me to chart its path through the galaxy.”

Ben’s eyes widened. “And it led you here!? No huge space bacteria’s gonna consume my planet if I have anything to say about it!”

“No, the only way to stop that thing is to starve it to death!” Albedo pointed in response, “And in any event, it’s irrelevant – I projected its arrival to this general area, not this specific star system, to occur forty years ago. Seeing as you’re still here, it most likely went for a neighboring star system. In any event, my pursuit of the planet-eater brought me to Earth, but while I was here attempting to set up monitoring equipment and alert the local Plumber branch, your government detected my vessel! They mistook it – a Galvan construct, no less – for a primitive spyplane of a warring superpower! They shot me down, captured me, took my ship, and kept me imprisoned for fifty years!”

“Then why’d they let you go?” Gwen inquired, tilting her head curiously.

Albedo snorted, “They didn’t let me do anything!” He boasted. “I escaped!”

“All on your own?” Ben cocked an eyebrow skeptically. “After fifty years of being held up?” Albedo had broken out of prison – Plumber prison – several times, within days of being locked up, but if this Albedo had managed to be kept locked up for fifty years, what suddenly let him bust out?

“I admit, I may have had some… assistance.” Albedo cleared his throat. “A man named Howell Wainwright was assigned to pick my brain, proverbially speaking. But it seems the selection process failed to filter out the chaff. Like the old experiment with the AI and the box, I was able to convince Howell to release me from my bondage-“

Ben snorted, his lips quirking up slightly.

“-get your mind out of the gutter, simpleton.” Albedo rolled his large eyes. “I was able to convince Howell to get me out of the facility, but we were discovered upon our escape attempt. In desperation, I convinced Howell to allow me to modify his vehicle’s navigation systems to track the energy signature of a Plumber base… But it seems instead, I found that.” He looked at the Omnitrix distastefully. “Now my only recourse would be to attempt to find my spacecraft, and hope it is in a condition that would allow me to return home.”

“What if you just… I don’t know, radioed the Plumbers?” Ben inquired, earning looks from Gwen and Grandpa Max. “What?” He shrugged. “An intergalactic police force has got to have ways of communicating, right? It’s not just one big universal snail mail network.”

Gwen’s eyebrows shot up in pleasant surprise. “Wow, that’s… really clever of you, Ben.” She frowned, holding a hand to his forehead. “Are you okay?”

“I can have good ideas, sometimes!” Ben squawked in return.

“Only sometimes.”

“What’s the matter?” Ben prodded. “Jealous I’d still your thunder?”

“Enough, please!” Albedo stomped his tiny foot. “While I would love to stand here and watch the human ritual of sharp yet affectionate verbal barbs being exchanged between spouses-“

“Oh, no, we’re not-“ Ben gestured between him and Gwen.

“Absolutely not.”

“Sibling bickering, then, dear Primus!” Albedo groaned sufferingly. “Yes, I see the family resemblance – you’re both insufferable!”

Ben and Gwen looked at each other for a moment, shrugging. “Close enough.” He spoke. Gwen was his sister-from-another-mister… Huh – he figured resetting the universe, Alien X would’ve actually made her his sister, if he was playing havoc with everybody’s lives anyway.

Albedo shook his head, turning his entire, tiny body to look at Grandpa Max. “Your offspring-“

“Grandchildren-“

“-Grandchildren,” Albedo corrected with a sigh that spoke to just how done he was being on Earth, dealing with humans, “Are correct. I may be able to send a request for a rescue ship to the Plumbers – or, at the very least, back to Galvan Prime.”

“But wait,” Gwen interjected, “You’ve been here for fifty years. Won’t they assume you’re dead?”

“Pssh,” Albedo huffed, waving his hand dismissively, “Fifty years is a long time for you humans, but we Galvans are functionally immortal – well, barring accidents. This stretch of time is little more than a pop down to the convenience store for a bag of licorice.”

“Really?” Gwen leaned forward, intrigued. “You must have a really old civilization… So much art, and history, and science…”

“We’re as old as the universe,” Albedo boasted pridefully, popping the collar on his robe-like outfit, “Or very nearly. And we’ve survived this long by outlasting and being smarter than everyone else… And engineering death out of our entire species. We shed bodies like skin now, if you will – why, Azmuth himself went through three while I tutored under him. He was notoriously inconsistent…”

“Really, you guys regenerate?” Ben asked as a shit-eating grin crossed his face. “Do you guys have TARDISes, too?”

Albedo merely scoffed at that. “Don’t be ridiculous. Our earliest examples with time travel proved one thing only: It’s not worth the trouble of causing everyone to come back in time to kill you!” He shook his fist ruefully.”

“Ahem,” Grandpa Max cleared his throat, “About calling the Plumbers…?” He asked leadingly.

“Ah, yes, my apologies.” Albedo shuffled nervously. “I may be able to use your vehicle’s array of transceivers to enable communications to Plumber High Command. Naturally, however, I would need to modify some portions of your radio equipment to make it possible…”

Max nodded, gesturing easily. “Do what you need to, Albedo.”

“Oh, come on, really?” Ben questioned impatiently. “We just met the guy! How do we know he’s not here to call an invasion fleet to Earth or something!? …no offense.”

“None taken,” Albedo huffed in response. “A skeptical mind lies at the heart of every scientist. I cannot offer you proof, I’m afraid, other than my most sincere disdain for being on this planet, which might only make you less inclined to believe I only want off this world. If it is any consolation, recognize that, for this moment, I am completely dependent upon your aid.”

“You’re right.” Ben snorted, before narrowing his eyes. Albedo – the Albedo from before – was, well, a lying liar who dealt with lies, damned lies, and statistics. Albedo lied at every turn, to the extent Ben was tempted to think he was a compulsive liar.

But… This Albedo hadn’t given Ben any reason to distrust him. Sure, the guy was argumentative, smug, the smartest guy in the room who let everyone know it… But he hadn’t really acted evil. And Albedo had only really gone bad to begin with because of Ben having the Omnitrix.

If Albedo didn’t care about the Omnitrix though…

“All right.” Ben nodded, looking at Gwen and Max. “We’ll trust you. For now.”

Albedo nodded. “My life in your hands, Ben Tennyson.” He murmured gravely, before clearing his throat. “Now, hopefully, Azmuth hasn’t changed the default playlist. I could use a Mechamorph’s assistance for this task…”

--------

Boots slammed against paving stone as a severely-faced man in a military uniform stormed through the hallways of the Fort Sherman military base in Kansas. He marched through a door, into a small laboratory, startling a man inside.

“C-Colonel Rozum, I-“

“You weren’t expecting a visit, were you, Doctor Jones?” Rozum pointedly asked in response, standing unflappably.

“Nobody tells me anything anymore!” Jones defended impotently as Rozum walked around the room.  “How was I supposed to know that the prisoner escaped!?”

“Stop the blame game, doctor,” Rozum shook his head disappointedly, “A creature of extreme intelligence and unknown motive has escaped with a bio-weapon that we can’t feasibly combat. I don’t want excuses,” He leaned on the table, staring at the doctor piercingly,

“I want you to find it.”

Chapter Text

The smell of ozone and light puffs of smoke filled the Rustbucket as two Galvans worked on the radio equipment on the inside. Over on the dining table sat a black container, covered in red circuitry, almost like a toolbox. It was Galvan technology – a dimensionally transcendental storage container, composed of the same material as a Galvanic Mechamorph, allowing it to be shrunk down and hidden in Albedo’s cloak until he needed it.

“Sonic screwdriver – “Albedo requested as he stood head-deep in the radio, holding out his arm.

“Sonic screwdriver, containers that are bigger on the inside… yeah, you guys are time lords.”

“I am not a Time Lord!” Albedo petulantly insisted

Greymatter huffed, as Gwen went looking through the toolkit, pulling out different objects, holding them up for the alien her cousin had become to see. They went through a selection of tools, before she finally landed on the right one.

“What is taking so long!?” Albedo huffed.

“Hey, cool your jets!” Gwen retorted, scowling. “You have a lot of junk in this toolbox…”

“It’s not junk,” Albedo growled, taking the screwdriver from Greymatter furiously.

“There’s a test tube of green goo in here.” Gwen responded, deadpan.

Albedo’s eyes popped open, as he spun around, wildly waving his hands. “Drop that at once! It’s a highly volatile substance!”

“Okay, okay, fine.” Gwen held up her hands, placing the container on the table. “Jeez, you’re worse than Ben when I touch his Sumo Slammer cards…”

“That isn’t a waste of perfectly good wood pulp I’m getting defensive over, it’s a very dangerous substance.” Albedo refuted, shaking his head as he dove back into the radio. “Humans, curious to a fault…” The hush that fell over the Rustbucket became unbearable, before Greymatter spoke up at last.

“So, Azmuth, huh?” Greymatter hummed. “What’s that guy like?”

Albedo let out a pained sigh. “Do you really need to know?”

“Hey, the guy built my watch – sue me.” Greymatter defended, pointing at the glowing white face of the Omnitrix on his sternum.

“Yes,” Albedo looked at it derisively, “A watch that’s in very bad need of maintenance, judging by the status light that’s glowing.”

“The wha?” Greymatter cluelessly blinked.

“The watch face,” Albedo made a suffering growl, “It’s not supposed to be white like that. Green means it’s functioning normally, white signifies that there are errors going on somewhere that need to be fixed.” He turned to look back into the radio’s innards. “Unfortunately, I have neither the time nor the inclination – nor the equipment – to run a diagnostic program. As for the subject of Azmuth…” Albedo trailed off for a moment. “He was brilliant. A mind unlike any other in the universe. Certainly the smartest Galvan to have ever lived – quite possibly the smartest being in all existence. There was no problem he could not solve when he made it his mission.”

“You speak so highly of him,” Gwen noted as she leaned on the surface nearby, curiously looking at Albedo, “But you said he kicked you off the Omnitrix project.”

“He did, and I’ve resented him every day since then because of it.” Albedo spat, gesturing down to himself. “While we were working, I had the idea for a device called the Ultimatrix., based upon the Omnitrix’s own code base and blueprints. While the Omnitrix would allow its user to walk a mile in another’s shoes, the Ultimatrix would enable that, and allow the user to discover more about themselves by giving an evolutionary ‘sneak peek.’”

“It sounds awesome.” Greymatter commented.

Albedo, in response to that, simply scoffed. “You would think so – but Azmuth didn’t agree. So I constructed the device in secret, to prove that it could work. Admittedly, I rushed the construction to ensure I could present it to him before the Omnitrix was finished… I was so confident in my work, that I chose to test it upon myself. Transforming for the first time, I was perfectly fine, but when I activated the Ultimate function… My DNA was shredded, thrown all out of alignment.” Albedo pointed to his unnatural red eyes. “I had to spend a whole week in a genetic stabilization chamber, just to ensure I didn’t dissolve into a puddle of cells. But when Azmuth found out, was he worried for me? Did he care that I almost died? No! He was furious that I’d ‘stolen’ his work, and thought I was going to try and finish the Ultimatrix to present as my own original invention!”

“So, what happened?” Gwen probed.

“He kicked me out, obviously.” Albedo scoffed, shaking his head. “No remorse, no pity for me. Azmuth was a good man, but paranoid. Especially near the end. I’m lucky he didn’t send me to Incarcecon!” He slammed the panel on the side of the radio shut. “There. Now I can be off this miserable planet, and away from nosy humans.”

“Oh, come on.” Greymatter jumped off the surface, tapped the Omnitrix, and reverted back to Ben. “You know you love us humans!”

“Yes, really.” Albedo sarcastically muttered, turning the dials on the radio as Grandpa Max came back to observe. “Now, your radio should still be able to function as normal, but I’ve slaved it to the Omnitrix’s communications systems for the moment to allow it to access Plumber frequencies. If there is still a Plumber precinct on this planet, it will be able to send a signal to them. If not, it will travel to the nearest comm relay and be sent back to the High Magistrate.” The Galvan explained as he typed in a message into a keyboard he hooked up nearby, and jumped on the enter key. “There. Now… we wait.”

“Wait?” Ben groaned, sighing. He hated waiting. “…wanna see me play the guitar?” If there was nothing else to do, that would at least be fun for him.

“That tuneless claptrap?” Albedo questioned in response.

Ben grinned.

Yep, he was definitely playing it now.

----------

“Sir, we have something!” A woman at a console spoke up, “Huge energy signatures coming from the nearby town – it’s a signal, on the Plumber frequencies!”

Rozum marched over, looking over her shoulder at the screen. “That’s him.” He bet with all his confidence. He knew the alien couldn’t have gotten far – and now, his suspicions were proven correct.

Time to mobilize the squad.

--------

Men in military uniforms most unlike the usual camouflage BDUs – in this instance, black suits made of a rubber-like material, like armored wetsuits over which they wore bandoliers and helmets – mobilized with mechanical practice, grabbing weapons and other specialized equipment off racks, before they proceeded into a fleet of blacked-out vehicles.

The tires spun, kicking up smoke as they left the base.

---------

“I have to admit, Tennyson,” Albedo begrudgingly spoke up, as the last tones of Ben’s unprompted cover of Hallelujah ended, “For once, there’s a human instrument I’m not repulsed by.”

“Ha, see!?” Ben looked to Gwen with a smile. “I told you I was good at it!”

“He said he wasn’t repulsed by it,” Gwen tapped his shoulder playfully, “Not that he liked it.”

Ben opened his mouth, words dying inside before they could even leave, as Grandpa Max chuckled from the head of the Rustbucket, reading a science magazine. A rumbling, like a stampede, tore his attention up from the magazine, as he looked out of the windshield with a frown. “What on Earth…?”

Albedo hopped up into Ben’s hand, before he and Gwen walked up to join Grandpa Max in looking out the window. The Galvan frowned as his eyes searched the horizon. A flash of movement, followed by an SUV appearing over the horizon like a shadow jumping out of the ground, pointed right at them… followed by a squad of six identical vehicles.

“They found me.” Albedo paled. “I don’t know how… but they found me.”

Grandpa Max glanced over his shoulder. “They must’ve traced your transmission – strap in, kids!” He ordered, cranking the engine, before he shifted the Rustbucket into gear, and tore away from where they made camp.

“Wait, why are we running!?” Ben gasped as he continued to stand, clutching the seat back for support, with Albedo in the other hand.

“They killed Howell!” Albedo squeaked, gesturing frantically. “You really think they won’t kill you given the chance!?”

“That’s… a good point.” Ben conceded. Grandpa Max may have been great at lying to him and Gwen – well, Gwen at least, given that Ben already knew and was only playing along to avoid difficult questions – but his reputation as a Plumber proceeded him.

Those MIB goons would almost certainly recognize Max as a Plumber, retired or not, and come to the conclusion he was harboring Albedo.

“You know what, I think I can take these guys!” Ben decided with a cocky smile, causing Gwen to spin around to face him.

“Are you crazy!?” Gwen squawked. “That’s not some insane, half-dead scientist – it’s the government!”

“George Washington said when the government started being overtly evil, it was the right of the citizen to fight back.” Ben shrugged.

“No he didn’t!”

“It’s close enough!” Ben decided, sitting Albedo down to access the Omnitrix. “It’s Her-“

“Wait,” Albedo jumped back up, landing on the Omnitrix, “If you’re going into battle to protect me, perhaps it’s best if you had more of the Omnitrix’s capabilities on your side.”

Ben inhaled sharply, as an excited smile spread on his face. Albedo began twisting the dial, and tapping those four buttons/lights spaced evenly around it. “You’re unlocking master control?”

“Master control!?” Albedo scoffed. “Heavens, no! Azmuth would kill me!” The Omnitrix’s dial flashed white twice, signalling that whatever the Galvan did was accepted. “There. I enabled the quick-change feature and disabled the time-out function. Don’t make me regret it, please.”

“All right!” Ben excitedly pumped his fist. Those were the two features he really missed most from the rebuilt Omnitrix – well, the quick-change feature was one, the time-out function being turned off was only on the recalibrated original. But semantics and all that.

Ben pressed the activator, allowing the dial to spring up. He found the alien he was looking for, and slammed it down.

Energy washed over Ben’s body in an instant, causing every hair on his body to stand up. In a second, Ben’s muscles exploded, being unnaturally grown in the blink of in eye, before a second set of arms burst out of his sides directly underneath the first set. His eyes underwent a similar duplication, as his ears and nose receded into his head, followed by every solitary hair on his body sinking into his skin. Finally, Ben’s skin became a deep, scarlet red.

When the light faded, the twelve-foot tall and extremely muscular form of a Tetramand stood where Ben had been.

“FOURARMS!” The alien declared.

Gwen let out a low, awed whistle as she looked at Ben. “Damn… you got jacked!”

Fourarms clicked his tongue, pointing at her with a winning smile, before he moved over to the side door.

“Now, if only you could get rid of that unitard for something that’s a bit more… dignified.” She remarked teasingly, earning a glower from the alien.

“Grandpa!” Fourarms addressed as he opened the door. “Keep driving, no matter what! I’ll deal with these guys and then catch up!” Then, he took a step, and jumped out.

Hitting the ground, Fourarms rolled to a stop, before he bounced back to his feet. The SUVs in hot pursuit drew closer, as Fourarms jumped, soaring high through the air. It was no ‘leap tall buildings in a single bound’ level feat, but he managed to land right on top of the hood of one of the SUVs. The tires exploded as the engine was crushed underneath his impact, sending the car screeching to a stop.

“Pull over!” Fourarms ordered as the government goons opened fire on him, the bullets simply bouncing off his skin. The Tetramand jumped again, landing on the back of another SUV. He slammed his feet down into the ground, keeping a hold on the roof of the vehicle with two arms, while his other two arms went to rip off the tires of the rear-wheel driven vehicle.

Fourarms ripped a small tree out of the ground nearby, jumped again, and landed on the roof of a third SUV. “Speaking of getting jacked!” He snarked, jamming the trunk of the tree (which was really no thicker than a baseball bat) into the axle, causing the car to spring up slightly, and slide to a stop.

Three of the six total vehicles were incapacitated, but the rest were still charging off in pursuit of the Rustbucket.

“Hey, I’m not done with you guys yet!” Fourarms raged, pressing the Omnitrix symbol on his chest. Instead of reverting back to Ben, however, the Tetramand exploded into a fiery humanoid with only two arms – a Pyronite. “HEATBLAST!” He shifted his stance, pointing his hands toward the ground. “Heatblast airlines, ready for take-off!” He spewed jets of flame from his hands, taking off like a rocket as he rode the currents of air the heat was making.

Up ahead, the Rustbucket lagged behind itself worryingly as the SUVs caught up.

--------

“Grandpa, they’re getting closer!” Gwen worriedly noted, looking out of the window at the three vehicles, and the Pyronite flying overhead.

“Don’t worry, pumpkin.” Grandpa Max seemed really, really calm despite the situation, “Ben can handle them, I know-“

A crack – that being of a gunshot – cut the old man off before the Rustbucket began to rattle and swerve.

“Grandpa!” Gwen hollered, grasping the handle, and Albedo in one hand each. “What was that!?”

“They shot out one of our tires!” He grunted, trying to keep the vehicle under control. Something hit the floor in the back, and shattered, as they veered off into the shoulder, and into the grass.

“Oh, Primus, this is it…” Albedo rattled nervously, before they heard distant fireballs, and rumbling through the ground, and all signs of pursuit just… stopped.

“I think he did it.” Grandpa Max noted, hearing everything go silent, save for what sounded like a blast furnace getting louder as it approached. “Come on – I’ve got a spare tire in-“ He got up from his seat, and turned toward the back, freezing as he spotted a blob of bubbling green liquid, like a freshly spat-up wad of snot, undulating on the floor of the camper. “What in blazes!?”

Gwen swiveled around to look at it as well, as Albedo let out a gasp.

“Oh, no.” The Galvan gulped. “No!”

“Guys!” Heatblast yanked the door of the camper open, sticking his head in. “I got their cars, but the goons are still marching this-“ He spotted what they were all staring at, and he blinked. “Uh… did one of you guys get sick?”

“That’s one of the samples I took on my mission!” Albedo squeaked. “Did you not put it back in the toolkit!?”

“…no.” Gwen gulped with a sheepish expression. “Sorry.”

“Never mind that – “Albedo gulped, “Stay back, all of you!” He ordered, as Heatblast reverted back to Ben, keeping by the others. “I never did testing with it on normal substances… who knows what’ll happen.”

“Well we can’t let it just stay there!” Ben huffed, getting in front of them with his back to the liquid, “Hello!? Guys coming to take you back to the slammer!?”

“Ben.” Gwen addressed as she noticed something, her eyes going wide.

“I can’t be seriously the only one worried about it-“

“Ben!” Gwen shouted, forcing him to look. “Look!”

Ben turned back around, stopping as he saw the liquid was moving. More than that, it was growing. Morphing, more specifically.

A hand rose from the puddle like someone sticking their hand out of water, and it was all made of that same, bubbling green goop. Clutched between the fingers was-

“My guitar pick?” Ben frowned. He didn’t see what the big deal was about that, but before he could make some form of snarky comment, the puddle of goop, hand and all, jumped, coalescing into a single form.

The bubbling liquid shaped itself into a human body, as portions of it seemed to solidify into actual clothes, as Ben’s guitar pick was subsumed entirely into its body, and dissolve. It wore a number 10 jersey, the number being a bright red in contrast to the green number on Ben’s shirt, jeans, and shoes a deep grey.

“What the… fuck.” Ben blankly muttered as the goo-person, looked up.

It hadn’t just become a person, it had become a copy of Ben. At least… it had in general appearance, for there was no mistaking the two. The copy was still composed of the churning, bubbling green liquid, all the way through. Even the hair, while appearing roughly solid compared to the rest of the mimic, looked like a foul arrangement of gummy worms roughly shaped to give the appearance of hair. Like a merging – a fusion – of the green goop and Ben himself. Most strikingly of all, Ben’s best feature – his mouth, through which he threw quips at the bad guys – wasn’t even there. Not even the ghost of a space where it should’ve been, it was just gone.

“Ben…” Gwen gulped, looking over to him. “It looks like you.”

“I see that.” Ben muttered in response. And… he saw the duplicate of the Omnitrix on the double’s wrist as well. Okay, so… Albedo wasn’t filling the niche of ‘evil Ben copy’ in this universe.

“It’s a mimetic lifeform.” Albedo hypothesized, as the copy looked around slowly. There was no curiosity in it, no innocence… The closest thing Ben could think of was Michael Myers staring at Laurie Strode through the window. “It must have used the residual DNA on Ben’s guitar pick as a base.”

Then, that gaze was turned upon them, the mimic staring at them with solid, glowing red eyes, devoid of pupils or whites.

“Identify yourself!” Grandpa Max took charge, barking the order. “By species and planet of origin!”

Fusion Ben’s gaze moved slowly over the group, jittering unnaturally as it let out a low, choppy growl, like… like…

Like the scary helicopter noises the Reverse Flash made! ‘Yeah,’ Ben nodded to himself, ‘Keep things funny, then you won’t have to think about how creepy this is.’

Fusion Ben snapped to look at the original, before he did something that utterly shattered whatever good vibes Ben still had going.

The mimic’s jaw unhinged, splitting into a mouth with jagged, spiky lips that went all the way up to his ears. Cracked lips opened wide into a maw that went nowhere, causing the mimic’s head to fall back slightly, before it let out an excruciating scream, so high-pitched that nothing with a natural larynx could’ve made it.

From the sheer volume, all the regular beings inside the camper doubled over in pain, before Fusion Ben snapped his maw shut, looking down emptily at those who were still trying to get back up.

The mimic regarded them with a blank stare, before he heard the rustling of heavy gear coming from outside. Pivoting around on his heel, he marched through the door of the Rustbucket, stepping out onto the soft ground.

“Down on the ground!” One of the military officers barked at him, as they all came running up, weapons trained on the mimic. “Now!”

Fusion Ben brought up his arm, followed by the repeated crackle of bullets being unloaded into his body. Holes were torn through his form, as the bullets passed through hum, and hit the trees behind. The mimic looked down as the holes sealed up, then back up at the military goons. He slammed his hand on the red-colored duplicate of the Omnitrix, and was overtaken by a flash of red.

When it faded, a duplicate of XLR8 stood, vibrating in place, bursting with energy. Fusion XLR8 launched into a green-red blur of motion, slamming through each human in his way. The people stood for a second, frozen, before they fell to the ground, heads forcibly twisted at unnatural angles.

The mimic looked, spotting a city on the horizon, before he took off again, following only the ingrained, primal instinct to cause destruction.

Chapter Text

“Ugh…” Ben grunted, picking his head up off the floor as the last traces of Fusion Ben’s sonic screech faded. “My ears haven’t hurt this bad since that KISS concert I went to when I was a kid…” He got to his feet, shaking like his legs were made out of rubber, before he turned his attention to the others still on the floor. “Are you guys okay?”

“Fine,” Gwen took his hand, allowing him to help her up, even as she made a face and tried to plug her ears, “I might have tinnitus when we’re done here.”

“It’s not the worst hit I’ve taken, son, believe me.” Grandpa Max got to his own feet, before helping Albedo up.

“You!” The Galvan raged at Gwen. “You… you… You! This is all your fault!”

“My fault!?” Gwen recoiled, affronted and with rage beginning to take hold of her. “How is this my fault!?”

“You know, for once, I agree with her.” Ben pointed at Gwen, “How’s it her fault?”

“It was a highly volatile substance with unknown properties!” Albedo gestured madly. “But did you put it back where it belonged? No! You left it out on the table where it could break, and now look!”

“Hey, I put it back in the toolkit!” Gwen retorted angrily.

“Well, it didn’t just sprout legs and jump out!”

“Why not!?” Gwen fired back, “It did just a second ago! Why do you even have something like that in your toolbox if you don’t know what the hell it is!?”

“I told you!” Albedo shook his fists. “It was a sample I collected on my mission! And keeping it in my toolkit was better than the alternative of letting you humans get your grubby hands on it! Quite right, too, because now look! We’re dealing with a mimetic life-form who has not only replicated your physical appearance, but the Omnitrix’s capabilities as well!”

“But…” Ben frowned, rubbing his neck, “How?” He inquired. “The Omnitrix isn’t part of me, right?”

“Does it matter!?” Albedo roared, “That thing is on the loose, with an Omnitrix!”

“He’s right.” Grandpa Max nodded in agreement. “That thing didn’t hesitate to attack us the first chance it got.”

“And…” Gwen tore her gaze away from the Rustbucket’s windows, shaking whatever she saw out of her mind. “It killed those soldiers, too.”

“We can figure out how it duplicated the Omnitrix later.” Grandpa Max crossed his arms, looking pointedly at Albedo. “For now, we need to know what that thing is, and how to stop it.”

“Why are you looking at me?” The Galvan demanded.

“You have that sample.” Grandpa Max began, narrowing his eyes. “Even after you’d said no trace of the responsible party was left behind.”

“…well,” Albedo defensively cleared his throat, “I may have… altered some details of my story. What else was I supposed to do? Your military had already seen me hiding the sample in my toolkit. They kept trying to cowl me into handing it over under the assumption it was a bioweapon! I was tortured because of it! How could I trust you wouldn’t assume the worst either?”

“Well, if you’d just explained it to begin with, we wouldn’t be in this mess.” Grandpa Max retorted pointedly.

“Whatever!” Ben threw his hands up. “It doesn’t matter who’s responsible for Fusion Ben getting loose, we have to stop him!”

Gwen raised an eyebrow. “Fusion Ben?”

“Because it’s like he’s a fusion of that green stuff and me – it’s not important, we’ve got to stop him!” Ben decided swiftly, charging out of the Rustbucket. He winced at the mauled bodies laying on the ground, but he couldn’t linger on them for too long. The others followed him out as he walked over to the road, looking to the horizon to see a distant town, and the columns of smoke rising from it like giant pillars. “Look, he’s already gotten busy!”

“Then there’s no time to waste.” Grandpa Max decided.

“That’s just what I was thinking,” Ben agreed, slamming his hand down on the Omnitrix, leaving him in the form of a Kineceleran. “You guys get the Rustbucket road-worthy again.” XLR8 hissed, bringing the visor down over his face. “I’ll deal with my cheap knock-off.”

Max’s eyes widened, before his hand shot out. “Ben, wait!” He tried to stop his grandson, to no avail, as XLR8 tore away at supersonic velocity.

“How’s he supposed to fight that thing if it can match him pound-for-pound?” Gwen wondered, looking at the horizon with thinly-veiled concern.

“That’s what I’m worried about.”

----------

People ran down the streets of Fort Sherman (the town which had been named for the Military Base not too far away, to be precise), screaming in terror as an unstoppable, ravenous force of destruction tore it all apart around them.

Said force, a Tetramand with bubbling green skin, no mouth, with a red Omnitrix symbol on his chest, stomped down the street, mindlessly smashing everything in his path. Fusion Fourarms ripped a power pole out of the ground, sending the wires flailing and sparking as he swung it around like a club, going out of his way to demolish buildings, crumple cars, and flatten every person unfortunate enough to get in his way.

A quiet, sniffling sniveling registered in the alien duplicate’s ears, causing him to turn his attention down to a child on the ground, staring at him in terror.

Fusion Fourarms lifted his foot, all four glowing red eyes locked on the child.

“Hey, jolly green!”

The fusion barely was able to turn to register the source, before a car slammed into it, knocking it away from the kid.

Fourarms growled, adjusting the way he held the vehicle. “Nobody – and I mean nobody – gets a free pass to hurt people on my planet! Especially not the kids! Especially not if the nobody doing the hurting is a cheap knockoff made out of NICKELODEON SLIME!” He roared, running to where the Fusion had landed.

Standing over his copy, Fourarms lifted the car with both hands over his back, swinging down with it in a wide, sledgehammering motion.

Fusion Fourarms’ arms shot up, catching the car mid-swing, stopping the original Fourarms dead in his tracks. The mimic’s head unhinged in that same spiky-mouth formation, before he let out a blinding, nail-biting screech. Two of Fourarms’ hands immediately clamped over his ears, but he still wasn’t fast enough to prevent the screech from reaching him entirely.

Fourarms stumbled, but that was enough for the Fusion to turn the tables, and knock the Tetramand away with the car.

Fourarms went careening wildly through the air, before slamming through the front of a store, and sliding to a stop.

“Oh, man.” Fourarms growled, getting up on shaky legs. “As long as that thing can pull out that screech attack, it has the ‘I win’ button!” He looked to his side, however, and immediately began praising his luck, the gods, Professor Paradox – whoever was responsible for him landing in a store that just so happened to sell Bluetooth headphones.

Headphones that he could use with his phone that he still had, which had music on it.

…okay, time to purposefully destroy his hearing.

As Fusion Fourarms continued to wreck things that might’ve just been mindless destruction, but performed in such a way that could only signal higher intelligence, Fourarms paired up the headphones, got the music going on full-blast, and jammed them into his ear-holes, or rather, what passed for them, seeing as Tetramands didn’t have full ears like humans.

Drumbeats filled his ears as Fourarms grinned, knowing that his ingenious plan worked, before he charged out, grabbing a bench that had been bolted to the pavement, taking chunks of concrete with it. He swung, clubbing the alien mimic with all his might at the moment the guitars started up.

Fusion Fourarms rolled over, letting out another screech…

That did absolutely nothing as the blaring music drowned it out.

“Ha!” Fourarms laughed as his double’s face twisted in dumbfounded fury. “Not so easy to win when your best move doesn’t work, is it!?”

Fusion Fourarms screeched again as he got to his feet, balling his fists and trying to punch and wildly strike his donor.

Fourarms snarled, winding up for another swing, hitting the double with such force it sent him flying into a building, embedding him into the wall. Fourarms jumped up after the duplicate, grabbing him by the chest, and throwing him toward the ground. The alien mimic hit the ground with such force it tore a crater into the street, as Ben jumped down after it.

A red flash came from the crater, followed by a giant bug flying out. Fusion Stinkfly took aim at Fourarms, spitting a thick, stinky, and sticky goop that stuck to his skin and burned like acid, or napalm.

“Ack!” Fourarms pulled a bit of it off his face, glowering at the mimic. “Unfortunately for you, I still know the best way of dealing with bugs.” He pressed the Omnitrix changing in a flash to Heatblast. “Smoking them out!” The Pyronite clapped his hands, sending a column of fire up at the Fusion Lepidopterran.

The beam of flame slammed into the insectoid creature changing the air pressure around its wings and throwing it wildly off-course, into the woods on the edge of town. A flash of red light emanated through the branches of the trees, before a dark duplicate of Overflow, filled with bubbling green water, jumped to the ground.

Fusion Overflow took aim, clenched his fists, and opened up, spraying the water directly at Heatblast, snuffing out his flames with a high-pressure jet of water that – again – burned like acid on skin. Green light came from within the torrent, before a wall of cloudy blue crystal grew from underneath the ground, blocking the jets.

A Petrosapien leaped over the wall, throwing shards of crystal from his hand. The shards tore into Fusion Overflow, ripping through his containment suit, causing the algae-colored water he was made of to leak out and spill all over the ground. A red glow exploded from the suit and spilt liquid as the water being was replaced by the stocky Arburian Pelarota.

Fusion Cannonbolt curled up, spin-dashing towards Diamondhead. The Petrosapien leaped out of the way – a good thing, too, as Fusion Cannonbolt slammed through the crystal wall and shattered it. Even though he missed his mark, the Fusion Arburian uncurled, turned around, and glared at Diamondhead

Diamondhead switched to Wildvine and slammed his tendrils into the ground. Before he could immobilize Fusion Cannonbolt, however, the mimic curled up, shielding itself behind thick armor plating. Wildvine’s roots burned and stung as he tried to hold onto the acidic matter the thing was made of, forcing him to let go, and his seed grenades didn’t even scratch it.

“Oh man!” Wildvine gasped, diving out of the way as Fusion Cannonbolt shot by, missed, and turned around. “I think this is the end of the line! I can’t keep this up, else the Omnitrix is gonna run out of power!” His eye widened as a lightbulb went off over his head. “I can’t win this as regular old Ben… but neither can he!” He slammed his hand on the Omnitrix, switching to Upgrade.

Fusion Cannonbolt uncurled again, rotating around on his huge, stumpy legs, just in time to see the Mechamorph charging toward him. Upgrade jumped, becoming a blob of liquid that went into the Fusion Omnitrix. The rim of the circular emblem became covered in a black, tar-like substance patterned by green circuitry, sparking with red electricity.

The Fusion Omnitrix’s hourglass emblem began to flash back and forth between red and green, before a flash of emerald light emanated from the device, leaving just Ben and Fusion Ben standing across from each other.

“Heh,” Ben entered a fighting stance, as he went Heatblast again, “Not so easy to win without the Omnitrix, is it?”

Fusion Ben let out a hellish screech, before Heatblast clapped his hands, making an enormous fireball that he threw at the duplicate.

The explosion consumed a good chunk of the street in a blaze of orange heat, before it disappated… along with Fusion Ben.

Heatblast looked around, before reverting to normal with a satisfied nod. He heard the pumping of truck brakes, and turned around, to see the Rustbucket pull up.

“Ben!” Gwen charged out first, with Albedo in her hand, coming to a stop by the boy’s side. She looked at the destroyed surroundings, her eyebrows shooting up. “What happened here?”

“My copy.” Ben brushed off his shirt. “I took care of ‘im.” A tree creaked and toppled over, as embers popped on the ground.

“Yeah…” Grandpa Max muttered, looking around. “It would seem that way.”

“I’m impressed, Ben Tennyson.” Albedo hummed stroking his chin thoughtfully. “Not with the destruction – that could’ve been averted. But you managed to neutralize a copy of the Omnitrix without destroying your own, while preventing any further loss of life. My earlier misgivings were perhaps misplaced.”

“Wow.” Ben blinked in surprise. Albedo, of all people, recognizing when he was wrong and making amends because of it? He knew it was a new universe, but he didn’t think it was a dream.

Wind began to pick up in the impromptu clearing caused by Heatblast’s vanquishing of the alien mimic, before something like a deep horn sounded, followed by a spotlight being generated from nowhere. The humans looked up in surprise, before a ship – shaped like a bird with sleek, organic curves and two landing legs – decloaked, landing nearby. The ship lowered its ramp, as Albedo smiled.

“That would be my ticket off this rock.” Albedo remarked, jumping from Gwen’s hand onto the ground. He turned around, “Count me surprised the Plumbers still keep tabs on this mudball. Then again, you are in a strategically advantageous sector of the galaxy, so…” He trailed off, before his look softened as he gazed up at the three humans. “Thank you – all of you – for providing your assistance to me. I will be forever in your debt.”

“It was nothing.” Ben waved away with a sheepish smile. “Heck, half the trouble was caused by us.”

“But what about the other half?” Gwen questioned, looking down at the Galvan. “Henry, and the military-“

“Henry is dead.” Albedo spoke factually, leaving no room for interpretation or argument. “I saw his body after they were done with it. The only thing I can do now is take this back to the Magistrata. Don’t worry – she won’t let it go unpunished. She’ll bring down justice upon those responsible like a hammer. Prisons like that are prohibited in interstellar law, after all.”

“So, this is goodbye, then?” Ben looked down with a frown. Albedo had been nothing but argumentative, and a bit of a prick, but… call him crazy, but Ben was going to miss the Galvan, actually.

“For now.” Albedo nodded. “But, ah… I have spent fifty years cooped up here. Might as well come back, see some parts of the planet now that I won’t be hunted down.” He nodded at each individual, “Maxwell, Benjamin, Gwendolyn. May your lives be long and bountiful.” He wished, turning round to begin the walk to the ship.

“Wait!” Ben held up a hand. “Can’t you unlock some more functions in the Omnitrix for me?”

Albedo threw a look over his shoulder. “No. But the watch is in good hands,” He hummed, beginning to walk along again, “You’d ought to be able to figure it out for yourself.”

Ben looked at Gwen and Max, before his focus turned back to Albedo, who was walking up the ramp now. “Stay here for a second.” He told the two, before running to close the distance. “Albedo, wait!”

“For heavens’ sake,” Albedo groaned, turning around, “What is it now?”

“Are you sure you can’t unlock any new transformations for me?” Ben pushed pleadingly. “Like… I don’t know, a Celestialsapien sample?”

“Celestialsapien DNA?” Albedo scoffed, looking up at Ben with an appalled expression. “What in the name of Primus would you need that for?”

“Yeah, uh…” Ben rubbed the back of his head, glancing at Max and Gwen who still stood off by the Rustbucket, before lowering his voice. “Okay, what I’m about to tell you, you can’t repeat to anyone.”

“Puh-lease.” Albedo rolled his red eyes. “I’m a scientist, not a gossip. I know the value of discretion.”

“Well…” Ben rubbed his hands together nervously. “I kind of am from a universe that came from before this one. It ended, and I used Alien X – the Celestialsapien sample – to fix things, but not everything is back to how it should be, and Alien X is the only one that can fix it!”

Albedo blinked, troublingly falling quiet for some time. “You’re right – that is a mess only a Celestialsapien can fix.”

Ben huffed, shaking his head. “See, you don’t believe-“ He registered the diminutive alien’s words, double-taking in surprise. “You believe me?”

“Ben, there are technological devices out there that could wipe out the universe in a microsecond – one of them being that DNA alterer on your wrist.” Albedo pointed out, causing Ben to sheepishly rub the Omnitrix. “And the fact that you even know what a Celestialsapien is when you haven’t even left your homeworld is proof of that enough.”

“Great!” Ben smiled, holding his arm with the watch out. “So, you can unlock Alien X for me!”

“Hm… I can, yes,” Albedo nodded, “But no.”

“Wa-huh?” Ben blinked as his smile dropped.             

“I worked on most of the operating system, not all of it.” Albedo began impatiently. “Azmuth took great pains to ensure that what you’re doing – unlocking certain samples to shuffle around worlds as you see fit – couldn’t be done so easily. You’d need to hard reset the Omnitrix, which would force it into recalibration mode, causing it to select a new default set of alien transformations at random. You’d need to be very, very lucky to unlock it in that case.”

“Well, what about the master control!?” Ben hopelessly pleaded, wishing beyond all rationality that there was something Albedo could do.

The Galvan snorted at that. “Like Azmuth ever trusted me with that function.”

“Come on, man, you made an Omnitrix in my universe, from scratch!” Ben held up two fingers for emphasis. “Twice! Well, the second time, it was technically the Ultimatrix-“

“The Ultimatrix?” Albedo’s brow shot up, intrigued. “So I finished it, then? My invention?”

“Well, technically, it was Azmuth’s invention-“

“I finished what the First Thinker could not? Marvelous… How did I get the damned thing to start working properly? You know, without scrambling my DNA upon activation of its Ultimate Function?”

“I don’t know, man.” Ben shrugged, but volunteered the information anyhow, to at least hopefully get into Albedo’s good graces. “I think Azmuth told me once the Ultimatrix only worked because Albedo – uh, you, sorry – locked it into an evolutionary ‘worst-case scenario’ like, a billion years of apocalyptic war or something like that, so the computer didn’t need to calculate and store so many different scenarios. And the thing was still just as glitchy and busted as ever! You built it in a rush, you know that?”

“Yes, well, we can’t all be perfect.” Albedo harumphed, shaking his head. “Though perhaps, this time around, now that I know what I did, perhaps I could make it better. But we digress- I can’t unlock ‘Alien X’ for you, and even if I could, I wouldn’t.”

“What!?” Ben spluttered, “Why!?”

“Because while Azmuth isn’t here to keep an eye on his magnum opus, I am, and while I may trust the Omnitrix in your possession, I don’t want to trust my whole existence to a teenager who can’t seem to realize that everyone can see him picking his nose when he thinks nobody’s looking!” Albedo raised his voice, causing Ben to wince. Albedo sighed, calming slightly. “Besides, what would you do with the sample, hm? Turn the universe back completely? Transfer the memories from our other selves? Making everything as it was would be killing us – and transferring the memories from those who came before wouldn’t bring them back. If you really, really wanted things to go back to ‘normal’ – disregarding the fact that to everyone else, this is normal - would you say you’d be fine killing that version of Gwen, over there, to make it happen?”

Ben turned to look at the redhead looking at him and the Galvan curiously, and… She wasn’t his Gwen. But this Gwen had stayed. This Gwen had given up opportunities because he (albeit, a different Ben, the Ben he replaced) needed her in his life.

Oh… That was it. She was the linchpin, for both Universes. Gwen’s absence would be the destruction of one, and her presence would be the thing keeping another going.

At least, that’s how it seemed in Ben’s head. It was funny how it always came down to her.

“I don’t…” Ben somberly sighed, covering his face for a beat. “I don’t know. I just want them back. This whole world’s wrong, and… I think on the whole, everyone would be happier.”

“Ben Tennyson,” Albedo inhaled, “So much evil in this universe has been perpetuated because one person thought they, more than everyone else, knew what would be best for everyone. There is a clear answer here, Ben,” Albedo patiently explained, smiling solemnly, “But until you can spot it for yourself, I can’t give you access to Alien X. I am sorry.”

Ben sighed, looking down dejectedly. “Yeah.”

“Farewell, my friend.” Albedo wished, walking up into his ship at last. The ramp retracted, as the ship sealed tight, and began to hover up. It oriented itself toward the sky, and took off, becoming a speck in the sky, then nothing at all.

“Ben?” Gwen walked over, looking at him compassionately, as his disappointment was written all over his face. “What’s wrong?”

“Nothing, I…” Ben sighed, closing his eyes, before he felt her take his hand, comfortingly rubbing her thumb against the back. “Thanks, Gwen.”

Gwen smiled, walking him back to the camper, as Ben shot one last look toward the sky.

----------

“Ah.” Albedo let out a relaxed sigh as he slumped in his seat, watching as the stars outside streaked by at hyperspeed. “Fifty years… at last – I’ll be going home. Still.” He snorted to himself. “I suppose Earth wasn’t all bad.”

“I wholeheartedly agree!” A voice speaking with the Earth accent ‘Scottish’ piped up next to Albedo, causing the Galvan to freeze in his tracks. “The gumballs specifically are one of Earth’s highlights, in my opinion. Would you like one?”

Albedo, with al the mobility of an ice sculpture, turned to look at the man, holding out a brown paper bag in one hand, and a cane in the other. “Timewalker…”

“That’s my name!” The Timewalker smiled widely, before a confused expression washed over his face. “Or, at least, I think it is. In all seriousness, would you care for-“

“Shut up!” Albedo bellowed, knocking the bag out of the time traveler’s hand, sending gumballs rolling all over the place.

“Well now,” The Timewalker looked down with a sour face, and eyes that were stretched by such agony of the soul, Albedo thought he might as well have killed the entity’s favorite dog, “No need to be so rude about it.”

“Enough with the act, Timewalker!” Albedo hissed, “I already know what you are and why you’re here, and I’ve told you – the same as the last time you asked me – Galvans don’t deal in time travel! It’s too much of a headache! So you can take your employment offer, and forget it! I’m not getting involved in your Time War.”

“Oh?” The Timewalker’s face fell in disappointment. “Truly? I haven’t even made you my second offer.”

Albedo scoffed, crossing his arms. “You couldn’t convince me to join the past few times, so why would it work now?”

“Because,” The Timewalker began with a smile, “If you join me now, I can get that Omnitrix off Ben Tennyson’s wrist.”

“Why would I want that?” Albedo huffed. “It’s none of my concern who the Omnitrix is clamped to, now.”

“I see.” The Timewalker’s eyebrows shot up in surprise, before he snapped his fingers with a smile. “Ah! I could give you the memories of your pre-universe self back.”

“Don’t remember that place, so I don’t care enough to want them back.” Albedo retorted impatiently, raising an eyebrow of his own. “Is that all the offers you can make for me, or is there more?”

The Timewalker tsked, shaking his head. “So impatient, my young Galvan friend. Very well – my last offer: Join me, or… well, I would say die, but that would really be a bit of an oxymoron, wouldn’t it?” He asked with a spaced-out, dotty smile on his face. “Because you’d be retroactively wiped from existence, you see, and-“

Albedo gulped, as his tiny heart began to hammer in his chest.

“Oh, it makes no difference, I suppose.” The Timewalker shrugged, looking at Albedo sternly. “Are you certain you’d rather face the fate of a draft dodger?”

“Seeing as I end up being thrown into Hell Itself if I choose to fight your war for you, yes.” Albedo replied.

The Timewalker took a regrettable breath, lifting the cane in his right hand. “Very well.” A flash of light emanated from the cane, transforming it from a walking stick into a long, silver sword, with the Galvan technological symbol on its crossguard.

Albedo gasped, his eyes widening as he tried to take a step back. “Ascalon…”

“A gift from Azmuth!” The Timewalker regaled, looking at the sword with a smile. “Well, I say gift – it’s more like I stole it, really. When the war kicked off, I retrieved it for personal use. Useful little gadget, don’t you know?” He pointed the sharpened tip in Albedo’s direction. “It channels the forces of the universe – for dimensionally complex beings fighting a time war, it’s the only weapon that can truly harm us, but the effects on three-dimensional entities are closer to total destruction of your personal timeline. Don’t worry, my Galvan friend! You won’t feel anything at all!”

Albedo closed his eyes, quaking in fear, as another flash of blinding light filled the chamber. However, death (or non-existence) never came to Albedo. As the Galvan opened his eyes, he saw a man in a long, black trench coat, wearing gauntlets of glowing purple circuitry, with his head encased in a fishbowl-helmet.

The funny thing was, he looked almost like Ben. Or, at least, like he could be Ben’s father.

As the Timewalker’s sword glowed, the new arrival produced a sword of his own, which glowed a bright, shimmering purple. Time seemed to slow around the Timewalker, as the new arrival moved quickly, and sliced right through the hand holding Ascalon.

Time snapped back into full speed, as the sword and hand dropped to the ground. The Timewalker let out a pained scream, clutching the stump of his arm, as the new arrival put himself between Albedo and the time traveler.

“Eon.” The Timewalker glowered, as he retrieved Ascalon, “I should’ve known you would show yourself eventually.”

“Terribly sorry I kept you waiting, Paradox.” Eon, not sounding sorry in the slightest, replied. “This new universe’s timeline is a bit difficult to master without a chrono-navigator.”

Paradox threw his head back, chuckling. “Ah, and I suppose that’s the reason why you’re here and not your master?”

“He is not,” Eon roared, slamming his hand through a console nearby, before yanking it back, “My master… We just both agree on one thing: We both hate you enough to want to make sure you don’t succeed.”

“Well then,” Paradox gestured with an unconcerned smile, “I’ll simply have to try my luck elsewhere. Ta-ta!” He waved, transforming Ascalon back into its cane form, before vanishing in a spark of blue light.

Eon let out a hmph, turning to look at Albedo. “Are you okay?”

“Yes, quite.” Albedo brushed himself off. “I’ve made it quite an unfortunate habit, getting saved by you humans lately.”

“Oh, I’m far more than just another human.” Eon boasted, standing like a monolith over the Galvan.

“Yes, I deduced as much.” Albedo scowled, looking at the time traveler. “So, you’re the opposing force on the other side of the Time War. I admit – I expected something a bit more cosmically imposing for someone who wanted to destroy all time.”

“You have your information wrong, Albedo.” Eon chuckled deeply, mockingly. “I don’t want to destroy all time. What I’m fighting for right now, is to save it.”

“Poppycock.” Albedo called, “Save it from what?”

“Let’s just say your new friend, Ben Tennyson, is the key to all of this.” Eon gestured to the side, before a purple fissure boiled open in the space. “If you come with me, I can explain everything.”

Albedo looked up at Eon skeptically, weighing the traveler’s words, before he nodded, jumped down, and walked through the portal.

---------

Paradox stood off to the side, watching as the battle raged before him. Flashes of green and red lit up the area like Christmas fireworks, as the destructive brawl gouged out the Earth. Finally, he watched as Heatblast took aim, shot out a column of fire, and then –

It stopped.

The fire, like wax solidified in the air, stopped dead in its tracks, inches away from its target.

Fusion Ben’s eyes narrowed suspiciously as his skin bubbled in confusion.

“Well, hello there, my handsome, yet nevertheless green and blobby friend!” Paradox chose that moment to step entirely into the slice of four-dimensional space, revealing himself to the mimic, but not to the Omnitrix’s wielder.

Fusion Ben balled his fists, charging and swinging, before Paradox stepped to the side.

Well, technically speaking, ‘side’ meant the complete opposite end of the clearing.

“Now, now, there’s no need for that.” Paradox smiled, looking at Fusion Ben with a smile. “You’re a curious little thing, aren't you? Feral, at this stage, in a way – no complex orders, so you basically live to cause destruction and chaos. I can offer you plenty of it - enough to sate your gelatinous heart’s desires! Provided you come with me. Of course, the alternative is to stay here, and meet a fiery death.”

Fusion Ben stared, devoid of thought at Paradox, before a spark of higher reasoning went through his brain. Wordlessly, the duplicate pointed at the original Ben, letting out a quiet, rattling growl.

“Oho, not to worry!” Paradox chuckled. “You’ll get your chance with him again soon enough. Now, come along, we’ve places to be…”

Chapter Text

He dreamed about Gwen that night.

Not his Gwen, the Gwen he grew up with, despised, then grew to love as deeply as the sister he did not have but new Gwen.

The new Gwen who didn’t wear preppy school uniforms, constantly concern herself with college prospects, or even with what was expected of her.

“How could you do it?” She asked of him, sitting across from him in the Rust Bucket that he was used to – the old GMC motorhome decked out in Plumber tech tucked away in secret compartments. “How could you even consider thinking about killing all of us?”

Ben sighed, forcing himself to think about it. He knew he could talk to her – knew it was a dream from the clashing of the surroundings with its inhabitants – but that didn’t make it any easier.

“…I just want them back.” Ben swallowed, shaking his head. “I want things to go back to normal.”

“Don’t you see, you absolute, raging doofus?” Gwen gestured out the window, to the scene of absolute chaos unfolding outside. It appeared to be a warzone – a collage of every one of his victories and failures – every time the universe came within a hair’s breadth to destruction. “That universe was hell. The reason things are the way they are in this one is because you wanted them to be like that. And at the first hint of something you don’t like, you’d re-write it all?”

“It’s not right-“ Ben began to insist, but Gwen, no matter the version, could see through him.

“It’s not right for you.” Gwen growled in response, glaring at him. “The rest of us, we’d never known anything else. We’re fine with the universe as it is. So, could you really justify tearing it all down, just to make yourself happy? What kind of hero would do that?”

Ben looked down, dejected. “I… I can’t, I know I can’t, but… Grandpa Max isn’t my Grandpa Max. My parents aren’t my parents… And you aren’t her.”

“I know I’m not.” Gwen confessed, gently taking one of his hands. “I’m not trying to be.”

“Then what?” Ben questioned. “What are you?”

Gwen tilted her head slightly, placing a tender hand on his cheek. “The Gwen that stayed.” She smiled, rubbing his skin. “Give this place a chance. You’ll like it. You don’t have to bear the weight of the whole universe on your shoulders anymore. You don’t have to fix something that doesn’t need fixing.”

Ben looked down at her hand, “I can’t…”

“You can.” Gwen insisted gently, “You’re here because you wanted life to be fun again. So, here you are.” She smiled again, “Let other people be the saviors of the universe, for once. Have some fun.” She leaned in, pressing a kiss to his cheek.

Then, he snapped awake.

Ben yawned to himself, looking around the Rustbucket, before jumping off his bunk. The dream, and dream-Gwen’s words, faded quickly, forgotten as easily as he’d listened to them, and he forgot.

But he still felt troubled. Again, he woke up feeling as though he needed to clear his mind. Glancing at the calendar, he saw today was laundry day.

A laundromat with just strangers. The perfect excuse to get away from Grandpa and Gwen, just for a little bit.

--------

“I’m really, really worried about him, Grandpa.” Gwen murmured, looking at the old man as she sat at the Rustbucket’s table. The smell of frying… stuff (best to just say it was stuff, then she wouldn’t have to think about and subsequently be repulsed by the meal) filled the camper, on track to be done by the time Ben would return.

“Well, you know Ben,” Grandpa Max replied, unconcerned, “He’s taken some hits, but he always gets back up.”

“That’s the thing!” Gwen replied, gesturing for emphasis. “This isn’t just a ‘hit!’ The whole year he’s been excited about this trip, he wouldn’t shut up about it, and now he’s here, it’s like he doesn’t want to be here. And it’s not because of that watch either!”

Grandpa Max raised an eyebrow at her, curiously blinking. “How do you mean?”

“I mean it seems like he’s… I don’t know… depressed!” Gwen shrugged, with an apprehensive look plastered on her face, and tension all throughout her body. “Sometimes it looks like he can’t even muster the strength to move, and the next day he’ll be totally fine! And do you remember when we came back from the World of Mr. Smoothy’s? First he seemed like he found out his best friend got cancer, then I show him that bag of junk, and he looked so happy I swear to God, I thought he was going to French me!”

Grandpa Max cleared his throat, clearly looking uncomfortable by the thought of the idea. “I’m sure he was just happy…”

“Inordinately happy is my point.” Gwen elaborated, before continuing on. “Look, I… I think something’s seriously wrong with Ben, legitimately. This kind of thing is usually normal for people with clinical depression.”

“You think Ben is mentally unwell?” Grandpa Max inquired in response.

Gwen responded with a sober nod. “As far as I can tell, nothing’s really happened to make him like this… I’m no expert, but him having depression would explain his sudden change without any outside influence. Maybe we should get him to see-“

“Hey, guys!” The door to the Rustbucket opened, allowing Ben to enter with the laundry basket. “I’m back!” He stepped up the stairs with a smile, setting the basket down.

Gwen blinked, looking at Grandpa Max before gesturing pointedly. Ben, when volunteering for laundry duty, looked like the walking dead. Now, he was all happy and smiling. It only proved her worries.

“What?” Ben wondered, before looking down at the clothes. “Oh, uh… I got bored, so I folded most of them. Except the underwear. I’m not touching those even with hazmat gloves.”

Gwen shot another glance at Grandpa Max.

“Say, Ben,” Grandpa Max cleared his throat, “Your cousin and I have been worried about you, since you found that watch. You holding together all right there, son?”

Gwen could’ve facepalmed, because she knew Ben. If there was something wrong, Ben would not say it – even held at gunpoint.

“Huh?” Ben blinked, looking down at the Omnitrix. “Yeah, I’m fine. I mean, the watch is a little bit itchy, but-“ A flash of bright, blinding light exploded from outside, flowing through the windows of the camper, causing Ben to sigh. “You know what? I’m not fine. I’m getting real sick of half-brain-dead bad guys trying to ruin my summer vacation.”

The trio’s vision returned, and Ben was already in-action, moving for the door.

“Wait,” Gwen grabbed his shoulder, looking at him sternly. “This isn’t over.”

“Okay, fine, jeez!” Ben slinked out of her grip, running out of the camper. “Don’t even know what I-“ He spotted someone in the distance, freezing in shock.

That man… Ben knew that man. Had fought and won against him, what felt like a lifetime ago at this point…

“I feed on their power, and make them my slaves,” Eon gloated, trembling with power as he addressed Ben and Ultimate Ben 10,000 in the same go, “And when I absorb you, I’ll finally have the strength…” Eon reached up, and removed his helmet, everyone in assembly recoiling in repugnant horror as he revealed himself to be the mirror image of Ben 10,000, “To become the only Ben Tennyson in existence.”

“Eon…” Ben whispered in terror as he saw the time traveler standing there.

They beat him, the last go around, but… it really came down to the wire at the end. They won because of luck more than anything else.

And here Ben was; no Gwen (at least, one who had the same experience as the original), no Kevin, no Paradox, no Ben 10,000…

Ben gulped, suddenly getting the feeling he was about to be the latest one up on Eon’s ‘enslave all Ben Tennysons’ plan.

“You know that guy!?” Gwen incredulously asked, as Eon began to walk slowly toward them.

Ben whipped around to face her. “You and Grandpa need to get out of here!” He commanded frantically, as Gwen recoiled in confusion. “Don’t ask questions, just run! Call the Plumbers, or… whoever!”

“Ben!” Gwen shouted after him as he took off.

Ben didn’t bother to respond, as he drew closer to Eon.

The time traveler grinned, “Ben Tennyson. It’s been quite a while, hasn’t it?”

“Not long enough!” Ben spat, activating the Omnitrix. “I’m gonna give you one chance to explain what the heck you want, before I go Fourarms and knock you into the stratosphere!”

Eon snorted mockingly, “So much bravado… Oh, I’m going to have fun breaking you.”  He lifted a hand, as a ball of purple sparks appeared in his palm.

Reacting quickly, Ben slammed down the dial, vanishing in the flash of green light, only to be replaced by-

“STINKFLY!?” The Lepidopterran looked down at himself with a scowl. “Oh, man, just when you show back up, the Omnitrix starts wigging out! I should’ve known!”

Eon snarled, throwing the orb of sparks like one would a baseball, aiming for Stinkfly. The transformed teenager jumped, beating his long insect wings, taking flight toward the time traveler.

“How are you back!?” Stinkfly spat, both figuratively and literally, at Eon, covering his visor in the thick, mucus-like substance. “I killed you!”

Eon scraped away the mucus, throwing it all to the ground. “Expelled me from your universe.” He corrected, before flashing a mocking smile full of crooked teeth. “But your universe was destroyed. Thus, I can come to and from this one as I so desire!”

Stinkfly trembled with rage. “Not for long!” He slammed his hand on the Omnitrix, thinking about Fourarms.

Instead, Diamondhead appeared on the other side of the transformation, plunging to the ground.

“You know what?” Diamondhead growled as he shaped his hand into a sword. “I can work with this!” He jumped out of the impact crater, slashing and swinging at the time traveler.

Eon merely stepped back from the swipes, either sensing they were coming, or knowing what Ben would do before he did. “Enough of this. Come with me now, Ben Tennyson, or you’ll be destroyed.”

“That whole ‘join the darkside’ shtick didn’t work last time!” Diamondhead snarled in frustration as he attempted to carve Eon apart. “It won’t work this time either!”

“Oh, but I think it will!” Eon retorted, holding his hand behind his back. Diamondhead got close, bringing his sword down to bear, striking a shield composed of what seemed to be purple mana, or temporal energy. Eon grinned, pulling his other hand out, revealing another ball of the energies contained within. Before Diamondhead could react, Eon slammed his hand forward, making contact with the Omnitrix.

The Petrosapien transformation stumbled back, taking deep breaths. “What’s the matter, Eon? Performance issues?” He goaded, before he heard something.

The beeping of the time out alarm.

Diamondhead snapped down to look at the Omnitrix, seeing the badge flash red. “Oh, come on!” He bellowed, before transforming back into Ben. “I thought Albedo disabled that!”

“Yes,” Eon surged forward, grabbing the hand on which the Omnitrix was clasped, “And I re-enabled it. There’s no trick you can pull out that I can’t counter, Ben… No one knows you like I do!” Eon boasted, before gripping the watch tightly.

The Omnitrix began to go wild, beeping frantically as the dial’s display randomly shifted patterns. A charge of green lightning crept up Ben’s arm, all the way to his head, causing the teenager to scream in agony before he dropped to the ground.

“Ugh…” Ben groaned, holding his pounding head as he staggered to his feet. Everything felt off-balance, out of whack… “All right, Eon!” He bit out, over his own hoarse voice. “You got the one free shot!” He blinked, noticing the Omnitrix was already recharged. He activated it, slammed his hand on the dial, and transformed.

When the light faded, Ben was not the aliens he was expecting.

“Ditto?” The duplicating wonder-alien looked down at himself in surprise. “You know, new-old Omnitrix, the mis-transformations weren’t funny then, and they aren’t funny now!” He blinked, realizing something as well. “And now the badges are all over the place, too!” He squeaked, feeling it on his forehead. Quickly, though, he regained his composure. “Oh, you’re in trouble now, Eon! It’s you vs the one man army!”

“It doesn’t matter,” Eon laughed to himself, “I’ve done what I came here to do. Enjoy it while you can, Benjamin.” He faded quickly, vanishing into thin air.

Ditto scowled, hitting the Omnitrix on his head to turn back into Ben. “You know, just once I’d like to have a day off-“ Ben froze, locking up as his words hit his ears.

Well, not really his words, more like his voice.

“Oh, no, no, no, no…” Ben muttered, looking down at his shirt. His white shirt with the single black stripe running down the middle. The shirt he wore when he was ten. “No!” He ran over to the window of a building nearby, staring at the reflection in the glass.

Ten-year-old Ben Tennyson looked back at him.

Ben blinked, slumped, and scowled, all in that order.

“This day just keeps getting worse…”

Chapter Text

“This is-“ Ben hyperventilated, frantically patting himself down. White-and-black shirt, cargo pants, his old sneakers, all wrapped up in a ten-year old face…

This was so not good. In fact it was so not good, that it was a large estate sitting on thirty acres of land, surrounded by crops that had all been victimized into crop circles that spelled out ‘THIS IS SO NOT GOOD.’

“Okay, Ben, just calm down…” The now physically ten Ben muttered to himself, looking down at the Omnitrix. “Eon just played around with the DNA, that’s all… You can fix this, probably.” He pressed the activation button, cycling through the options, before his eyebrows shot up. “Wait… twenty-three aliens!?” He muttered to himself in shock, as he went through the playlist again. “Wildmutt’s here, Ghostfreak… Feedback!?” Ben spluttered, furrowing his eyebrows. “What’s going on here? Did Eon unlock these guys for me again? I hope not, I really don’t want to have to owe that guy…”

“Ben!” Grandpa Max barked from behind. “What happened!?”

“I’m fine, Grandpa,” Ben let out a sigh, turning around, “I-“ He froze in shock as he saw Gwen approach.

A very ten-year-old Gwen.

It was at that precise moment Ben.exe suffered a fatal crash, and had to reboot. In all seriousness… Ben did shut down for a moment, staring.

“Uh, hello?” Gwen demanded with a voice that could only mean she hadn’t hit puberty yet. “Earth to doofus!”

“Huh?” Ben blinked cluelessly.

“The Darth Vader wannabe, duh!”

“Gwen…” Ben breathed, looking her up and down, “But you’re so… young. And…” Ben wiggled his fingers in front of his face, before his eyes went plate-wide. “Eon didn’t de-age me… he sent me back in time!”

“Correct, as always, my friend!” A voice emanated from the ether, causing Ben to spin around as a man in a steampunk labcoat with a metal gauntlet on his hand appeared out of the shadows.

“What’s going on?” Grandpa Max – Ben’s breath caught as he realized, given his current state, and the Omnitrix, it could only be the real Grandpa Max – “Who are you?”

“I am Professor Paradox,” The time-traveling Scotsman declared gesturing widely as an arrangement of spheres, like a constellation, appeared around him in blue, holographic form, “Guardian of the Timeline, Protector of Eternity… And I make a mean Chicken Pot Pie.”

“Paradox, man, am I glad to see you!” Ben ran up, panting. “The whole situation’s FUBARed up! The universe ended, then I made a new one, Rex was there for some reason-“

Paradox chuckled, gently patting the physical ten-year-old on the shoulder. “Don’t tire yourself out, Ben. I’m well aware of the Annihilargh’s activation… and the consequences stemming from it.”

“Wait, wait, wait-“ Gwen stepped in between Ben and the time traveler, “You know this Doctor Who reject?”

“Reject?” Paradox blinked. “I’ll have you know, I played the role quite well when I got the opportunity!”

“He’s a time traveler – I’ve met him, or I will meet him, but I haven’t met him yet from our perspective.” Ben explained in a hurry, focusing on Paradox. “What are you doing here?” Ben questioned, as Grandpa and Gwen looked at him, blinking curiously. What are you doing here now was the full, unspoken question.

“Ah, yes,” Paradox cleared his throat, snapping the hologram away as he shoved his hands into his pockets, “I’m afraid the situation has… deteriorated rather severely. It’s become open warfare on the frontiers of the fourth dimension.”

“A time war?” Ben questioned, really fighting his excitement. “Uh… is it bad that I think that’s a totally awesome idea?” Doctor Who made it sound cool as all get-out! Time itself being a battlefield – the ancient Romans fighting in WWII, ray guns in Arthurian England, Bruce Lee leading the American Revolution – so many possibilities.

Paradox’s eyes shined in that slightly barmy way that meant he would find the situation amusing… if it wasn’t so severe. “Ben, a word in private for a moment?” He gestured away from Max and Gwen, allowing Ben to walk alongside him, out of earshot. “I’m not entirely certain how much time we have. I had Eon initiate a cross-time mental transference to enable us to speak, which means the Enemy is bound to notice sooner or later.”

“Wait,” Ben blinked, double-taking, “You ‘had’ Eon swap my mind!?”

Paradox cleared his throat. “Yes. It’s a maneuver he learned how to perform on accident on another set of Bens in the multiverse, but I had him do it on purpose here in order to allow us to communicate. The new universe you’re inhabiting is quite difficult for me to navigate at the moment, I’m afraid. Rather like entering a house that looks entirely normal on the outside, only to find that the inside is an MC Escher painting. Eon’s temporal sensitivity is much less developed than mine, however, which allows him to navigate it. But, I needed to speak to you, so here we are!”

“Hold on,” Ben put his foot down, “You’re working with Eon!?”

“Eh, not by choice, I’m afraid.” Paradox admitted with a hint of a stammer. “The outbreak of the Time War has forced every time traveler with a half-functioning time machine or abilities that allow time travel to happen to draw lines in the sand. Unfortunately for us, Eon has fallen on our side of the line.”

“And what side is that supposed to be!?” Ben incredulously demanded.

“The side that’s concerned with your survival,” The professor of time answered gravely, “And by extension, the survival of the entire multiverse.”

“…huh?”

“The enemy we face is devious, relentless, and absolutely concerned with his own wants.” Paradox answered at first, “Unfortunately, his wants happen to be total mastery of the space-time continuum. What’s worse – he has no respect for the natural order of time. Whole timelines have already been snuffed out, ripped apart from within like snakes eating their own tails – closing in on themselves and fizzling out into nothing. Disparate versions of you are already feeling the fallout – a Ben Tennyson who’s mind was sent back to the beginning of the first summer vacation, only for Gwen to discover the Omnitrix before him – but the effects will only worsen until we can end this war.”

“So, who is this guy?” Ben questioned at once, “Eon’s even-eviler evil twin? Vilgax with a time machine?”

Paradox’s face morphed into an awkward smile. “No, on either count I’m afraid. I would tell you, Ben, but I cannot.”

“Really?” Ben raised an eyebrow. “You never struck me as a guy who cares all that much about ‘cans’ and ‘can nots.’”

Paradox let out an actual laugh at that, before it quickly died. “…I could tell you exactly who he is.” Paradox murmured, his voice so low and quiet that Ben stilled. Paradox almost sounded scared. “What he has done…” He closed his eyes, looking down with deep, soul-scarring regret. “He is an indescribable evil – an absolute madman… And even now, I still can’t bring myself to say his name.”

“Which is why you just call him ‘the Enemy.’” Ben guessed, causing Paradox to nod. “Okay… so why does this guy want me dead?”

“I can’t fight him directly, I’m afraid.” Paradox admitted after a moment, “I could… But it would destroy everything we worked for. Which means the next best alternative is you… or, rather, the men you may become, given time and endless possibility. Ben 10,000 and Eon… as well as your family and friends.” Paradox smiled nostalgically. “Your wife gets a few good hits in on him too, if I recall correctly.”

Ben’s eyes widened in delight. “I get a wife? Who is it? Julie!?”

Paradox chuckled. “Ah, not quite, I’m afraid. She is a lovely woman, though, very intelligent, magnificent eyes. Your son actually gets his from her, you know – they catch the light the right way and it looks like rubies have been jammed into them! But… I shouldn’t say any more than that. Spoilers, and all that – the more I tell you, the more likely it is according to the Temporal Uncertainty Principle to change. You'll get to meet her soon enough, I expect.” His look steeled, as he gazed down at Ben. “The Enemy wants to ensure his victory by removing Ben 10,000 from the equation. And the best way to do that is to remove you from the timeline when you’re too young to fight back.”

“Wait,” Ben stopped Paradox for a second, “If I’m gonna be so hard to kill, why doesn’t he just go back and kill me when I’m a baby?”

Paradox smiled, knowing more than Ben did, as usual. “Why do you think it’s a Time War and not a Time ‘Series of Assassination Attempts?’ Myself and the other Temporal Powers are hard at work keeping the Enemy’s forces away from your early life, and away from this very universe we’re standing in now.”

“Wait, so why’d you bring me here?” Ben questioned.

“I told you – I needed to speak to you.” Paradox shrugged obviously. “And I can’t reveal myself to the Enemy by going into your universe, so this is the next best thing. But above all else, I’m here to give you some advice, Ben Tennyson.” Paradox stared at him gravely.

Ben, however, could only snort. “Really? Is it going to be another ‘beware Old George’ situation?”

“Ha!” Paradox laughed, before clamping it off. “No. Given the severity of the situation, I must be frank with you. The Enemy is building an army to take you out, and manipulating events to make your life difficult. Soon enough, the Time War will find its way to you, if it hasn’t already, and when it does, you must be ready.”

“How?” Ben questioned. “The only thing I have is the Omnitrix! Grandpa’s still hiding his past as a Plumber, I don’t know if Gwen even knows about magic, and none of my old buddies are around to help! I’ve lost everything!”

“Ben,” Paradox rumbled, placing a hand on the teen’s shoulder, “When looking for something you’ve lost, what’s the first thing you do while looking for it?”

Ben rolled his eyes. “I retrace my-“ He began, before cutting himself off as the epiphany hit him like an eighteen-wheeler. “I retrace my steps…” He murmured, looking down at the Omnitrix with a smile. He found it by going back to the same park it had landed in the first time…

Maybe he could do the same for Gwen! Find her the magic book she needed the first time around to access her spells. He could find Kevin, and Julie, and Rook – everyone he needed to help him save the day.

Paradox’s eyes twinkled wisely. “And…” He glanced over at the ten-year-old Gwen, looking back at Ben sympathetically. “When something’s lost, often we find it when we accept it’s gone.”

Ben’s breath hitched, as a second realization hit him.

Eon could’ve just acted as a messenger, dropped a recording, or letter, or something from Paradox to explain the situation – but instead, he sent Ben back… and told him to enjoy it while it lasted. Eon must’ve already known…

Ben wasn’t just sent back to talk with Paradox – he was sent back to say goodbye.

“Take your time, Ben.” Paradox gently encouraged, “But don’t linger too long. It will only make it harder.” The ancient guardian of time recommended before vanishing in the same flash of light, leaving Ben alone with his Grandpa and Gwen.

Ben swallowed as turned around, seeing the two standing there, with expectant looks on their faces.

“Ben?” Grandpa Max inquired, “Are you okay?”

Something hot and sticky fell down one of his cheeks, and it took Ben a moment to realize it was a tear.

“…no.” Ben admitted at last, as his face twisted in anguish. “I’m not okay…” Just like the realization had hit him earlier, the full weight of everything he was trying to push out of his mind hit him too. The force of the grief, the guilt…

It gnawed at him from within, insistent and never-ending, even as Gwen pulled him into a worried hug that may have been out-of-character, had it not been for the fact Ben hadn’t cried like that since Xenon.

“Ben…” Gwen sighed, holding onto him tightly. “You need to talk, don’t you?”

Ben gulped, and tried to get away. “N-No, I can’t-“

“Ben,” Grandpa Max stepped in, “We may not know about time wars, and time travel, but we do know you.”

…that was exactly right. They did know him.

Ben could’ve fallen over himself in relief.

Chapter Text

Ben sat at the dining table in the Rust Bucket (the original – the right one), bouncing his leg nervously as he drunk a milkshake Grandpa Max had gotten from the drive-thru. He wondered how to begin, really – how to tell them about what happened and why he was so bummed.

Fortunately, Gwen took the lead for him. She could always tell when she needed to.

“So…” Gwen expectantly leaned forward, “If you’re really from the future, what am I like?”

“You…” Ben stammered for a moment, as his ten-year-old body heated up under stress. “You turn out to be pretty cool.” He could tell her that, right? Yeah, no need to let slip about the universe dying. “I miss you a lot.”

“Miss me…” Gwen repeated as she sucked in a horrified breath. “Am… Am I dead?”

Ben recoiled like he’d been struck – because he had, not physically, but with her words. Right in his heart. He tried to open his mouth, to muster at least a weak ‘no,’ but he couldn’t even manage that. And evidently, he was wearing his heart on his sleeve today, as Gwen went even paler.

“Oh my God…” Gwen breathed quietly. “I’m dead…” She shivered in her seat, “H-How did it happen?”

“Gwen,” Grandpa Max looked in the mirror at her with a gentle, but still warning, tone in his voice, “Maybe it’s for the best if you don’t ask about that…”

“No, no, it’s…” Ben gulped, psyching himself up, “It’s okay.”

“You sure about that, Ben?” The old man inquired, just to be safe.

“…yeah.” Ben took a steadying breath. “Okay, it… It happened with the rest of the universe. It all kind of… fizzled away.”

A choking silence fell inside the cabin of the RV, as even Grandpa Max went pale.

“The whole universe?” Gwen whispered in horror. “What… what happened?”

“There was this thing – the Annihilargh.” Ben shivered just thinking about the deceptively tiny device that tore apart all creation. “It went off. Completely wiped out everything in the universe. Matter, energy… even the fabric of reality was reduced to nothing. I went Alien X to stop it, but… I was too late. I had to make a new universe, and it’s wrong!”

“W-Well, now that you’re here, you can fix it!” Gwen quickly decided, blinking nervously as Ben did not perk up. “…right?”

“I dunno.” Ben weakly shrugged. “Time travel doesn’t work like that, I don’t think. I mean, you guys can fix it for yourselves, but it won’t be fixed for me. Like… Ben 10,000. The moment Gwendolyn came back, she’d made her own present into an alternate future, cause she and he didn’t give Grandpa Max a cake on his birthday.”

Grandpa Max furrowed his eyebrows, turning around curiously. “A cake on my birthday made a whole new timeline?”

Ben mustered only a weak shrug again. “Time travel.”

“S-So, wait,” Gwen held up a finger, “So if you’re here, what about our Ben? Is he stuck in there?” She waved her hand in front of his face. “Doofus! Speak!”

“No, he’s not!” Ben gently slapped her hand away. “Paradox said we swapped, so that means he’s with… New Gwen, and New Grandpa.” He seemed to realize what he said, causing his eyes to widen comically. “Oh… no.”

“What’s wrong!?” Gwen straightened up, “Is he in trouble!?”

“No.” Ben cleaned his ear with his finger. “He just might be a bit… much for the other two to handle.”

-----------

‘This is a god-damned nightmare.’ That was the thought running through Gwendolyn Tennyson’s head as she was forced to view the most repugnant thing she’d ever seen in her life.

Ben, checking himself out in the reflection of a window, grinning smarmily. Eon had vanished the second he touched the Omnitrix, leaving Ben alone, standing to the side of the Rustbucket.

“Grandpa, check me out!” Ben gushed, feeling himself up. “I’ve got abs! Abs, and biceps, and triceps, and I’m a teenager now – seriously, have I been working out?”

“Ben?” Grandpa Max ran over from the Rustbucket, his confusion written all over his weathered features, “You okay there, son?”

“I’m better than okay!” Ben laughed to himself, “I don’t have to deal with puberty, and I’ve got a body that’ll pick up so many chicks! And my voice sounds different! Hell-o, hel-lo, hello…”

Gwen leaned towards the grandfather, speaking through gritted teeth. “I think Eon might’ve scrambled his brain a bit.”

“Uh,” Ben placed his hands on his hips, “I can hear you. Who are you supposed to be anyway?”

“Well, he knew you.” Gwen glanced at Max, before returning Ben’s look with an identical gesture, “I know it’s hard, but at least try to think about it for a second, dork.”

Ben’s eyes popped open. “Dweeb? Aw, man, Eon got you too!? So not cool…” He muttered, walking around her curiously. He stopped in front of her, grinning widely. “I’m taller than you, though! Absolutely a win in my book!” He frowned, reaching out to grab a strand of her hair. “Your hair’s darkened, too. I can’t make fun of you for looking like a tangerine anymore!”

Gwen slapped his hand away. “He didn’t make me into anything, doofus, now knock it off!”

“Hey, what the hell’s that for!?” Ben demanded with a scowl. “I thought you’d be happy, skipping right to high school years, you and your freaky dweeb self…”

“Hello, we already graduated!” Gwen informed him with a scolding expression on his face. “What is with you!? First you’re depressed, now you’ve got amnesia!?”

“Hey, I’m not depressed!” Ben retorted, pointing at her as he frowned. “Besides, what do you mean we’ve already graduated? We’re eleven, dweeb! I think you’re the one who got her brains scrambled.”

“Wait.” Gwen’s eyes widened as her head snapped to Grandpa Max. “You don’t think-“

“Ben,” Grandpa Max stepped forward, addressing his grandson in the sternest tone of voice he could muster, “When did you find the Omnitrix?”

“Pssh, that’s easy.” Ben flippantly waved, with a smug, resolute smile. “The beginning of the summer.”

“Okay…” Grandpa Max nodded. “How old are you?”

“Uh, eleven, like I just said.” Ben insisted.

Grandpa Max’s head swiveled toward Gwen. “Okay – Eon definitely did something.”

“Well, that’s obvious!” Gwen raised her voice as she pointed at her cousin, who had quickly gotten distracted by the Rustbucket nearby. “Look at him, he thinks he’s ten again!”

“Whoa…” Ben’s voice echoed from inside the camper. “Check it out!” He poked his head out, looking at Grandpa Max excitedly. “When did you upgrade the Rustbucket!? There’s video games, and a guitar, and a bathroom that looks like it’s actually nice! What’d you do with all the Plumber tech? Can this one transform and fly too? Does it have rocket boosters!?”

Grandpa Max went pale as a sheet as Gwen looked at Ben with a frown. The old man let out a nervous chuckle, rubbing the back of his neck. “Say, Ben, didn’t you just get a new game? Halo… or something?”

“There’s a new Halo out!?” Ben spun around, jumping up the stairs. “AWESOME!”

Grandpa Max let out a breath, slumping somewhat in relief. “Well, it doesn’t look like he remembers much.”

“But he remembers the Omnitrix.” Gwen frowned deeply, looking to her grandfather for guidance. “He recognized you off the bat, knows the Omnitrix, but he couldn’t place me. It took him a second. How come, do you think?”

“I don’t know.” Grandpa Max honestly answered, frowning as he stroked his chin.

“He recognized that guy,” Gwen continued, “Eon.”

“Eon…” Grandpa Max repeated, frowning all the while as he continued to think. “Eon…” His eyes narrowed in the direction of the camper, followed by a chill going up Gwen’s spine. She’d never seen that kind of suspicion written on his face before.

“Grandpa?” Gwen inquired, “What is it?”

“There’s something your cousin’s not telling us.” Grandpa Max pieced together, as he turned to look down at Gwen. “He knew how to control the Omnitrix right after finding it. He was quick to jump into crime fighting. And he’s got a skill level with it all that I’d expect from a seasoned veteran, not someone just beginning to use their superpowers.”

Gwen’s face twisted in confusion, before a shadow fell over her features. “And he knew Eon.” She turned to the Rustbucket, stomping up the steps.

“Gwen!” Max exclaimed, shooting off after her as she barreled into the camper.

“Gwen, check it out!” Ben grinned widely, holding one of the controllers of the many game systems in his hand. “There’s a new Xbox out! Wait, what’re you- hey!” He yelped as she grabbed his shirt, pulling him in, glaring at him. If she had laser eyes, she’d be burning holes through him.

“Listen here, smoothies-for-brains,” Gwen hissed out, as Grandpa Max stood off to the side with his arms crossed, ready to intervene in case she went too far. “I’ve had it with the secrets, and the acting suspicious, and the mood swings. If you don’t start spilling, I’ll show you how I got this black belt.”

Ben blinked in confusion, as his face twisted into an insulted expression. “Has the Queen Nerd finally gone nuts!? Spill WHAT!?”

“You’re hiding something!” She accused, as his hand flailed around. It was no wild, unfocused act, as he tried to go for the Omnitrix, only for the arm with the watch on it to be pulled out of the reach of his other one. “See, that! You didn’t recognize me, you didn’t recognize the Rustbucket, you don’t remember anything that came out in the past seven years, but you know that!”

“Ack, Grandpa!” Ben hollered to the old man, “A little help, here!? Tell her she’s lost it – you know I found that thing the beginning of the summer!”

“Yes,” Grandpa Max nodded in agreement, crossing his arms, “This summer. Not the summer when you were Eleven.”

“Well actually it was the beginning of the summer when I was ten– OW!” Ben grunted as his arm let out a quiet pop, “Knock it off!”

Grandpa Max sighed. “Let him go, Gwen.”

She turned to her grandfather, “But-“

“He has no clue.” Grandpa Max shook his head. “Let him go.”

Gwen turned to Ben, glaring as she let go, and he stuck his tongue out at her. “Real mature, Ben.”

“Oh, you wanna see mature?” Ben growled, lifting the Omnitrix and pressing the activator. “Let’s see how mature you think Feedback is- huh?” He blinked, spinning through the active list at breakneck speed. “Whoa…”

“What?” Gwen, in as bad a mood as she was, forcibly, grabbed the arm with the Omnitrix on it, cycling through it herself. Her eyes widened comically as she scrolled through with Ben, looking at it in shock. “Fifty aliens!?”

“Awesome!” Ben laughed to himself, “Get sent to the future, and my alien count doubles! Not as cool as Ben Ten-Thousand, but still wicked! Ben Fifty! …nah, doesn’t sound as cool.”

“Eon must’ve done something when he touched the Omnitrix,” Grandpa Max hypothesized, “Added or unlocked those aliens in its database.”

Gwen turned to him, even as Ben continued to wildly cycle through the Omnitrix’s menus. “You think that’s possible?”

“I don’t see why not!” Ben cut in with a happy shrug. “I’ve unlocked plenty of aliens one-at-a-time – this Eon guy must’ve unlocked a whole batch at once! Best. Day! EVER!”

“Yes…” A voice echoed from thin air. “Too bad you won’t get to enjoy it.”

“Uh,” Ben looked up, blinking, “Grandpa, you hear a British guy speaking too?”

Grandpa Max looked around, tensed up like a wrestler about ready to fight. “Yeah.”

“I’d gotten almost worried when I realized the enemy had spirited your older self to the past.” The voice continued, before an explosion of light came from inside the camper. It quickly faded, leaving a man wearing a lab coat, with goggles around his neck, standing inside. “But it really is a stroke of luck more than anything else now!” He remarked with a disjointed smile, and with eyes that shone with madness.

“Hey…” Ben narrowed his eyes, pointing at the guy. “You’re that British guy from that show the dweeb likes! David Ten-inch!”

“Oh, God…” Gwen blushed, hiding her face in her hands.

The scientist let out a mocking chuckle, “Not quite. I’ve spent a significant amount of time, looking for you. They tried to hide you from my sight… Count me surprised when I realized you were here – a Ben Tennyson with nowhere near the experience of his future self, right near the heart of the War!” He laughed to himself, twirling the cane in his hand. The motion blurred into a disc of distortion, before slowing, revealing a sword with the same symbol the Omnitrix had on the crossguard. “As they say, the opportunity of defeating the enemy, is often provided by the enemy himself.” Then, he moved.

Ben’s eyes widened as the scientist melted into a blur of motion. Old instincts took over, as he slammed his hand down on the Omnitrix.

The blur collided, as green light overwhelmed Ben.

Chapter Text

A green flash of light heralded the sight of a figure being thrown through the wall of the Rustbucket, slamming back-first into a tree outside the RV. The figure in question was a huge, bipedal, tiger-like alien, standing at almost twelve-feet tall, and so massive that when he hit the tree, he shattered it apart.

Landing and rolling, the tiger got up, as the Omnitrix symbol bathed the ground in a green glow.

The tiger watched as the scientist jumped out of the rip in the side of the Rustbucket, walking slowly with the sword in his hands.

“Rargh!” The alien roared, getting to his feet, before he pointed furiously. “LET ME TELL YA SOMETHIN DOCTOR MANHATTAN WANNABE! NO ONE BUSTS A HOLE IN MY HOME AWAY FROM MY HOME AWAY FROM HOME!” Rath snarled, balling his fist as he charged, pointing the long, machete-like claw sticking out of his knuckle toward the intruder.

“Ah, well then, allow me tell you something, my friend!” Paradox smiled in response, just as Rath got close. From his perspective, the charging Appoplexian suddenly froze in place. The tiger-like biped didn’t abort his attack, rather he simply stopped, along with everything surrounding him – like a video on pause.

Paradox continued to smile, as his strange, grey eyes shone with barely-contained insanity. He began to whistle a jaunty rendition of Pop Goes the Weasel, as he walked up to Rath, and calmly extended his arm, with his pointer finger extended, pushing it into the chest of the transformed ten-year-old-in-a-teenager’s-body.

Time suddenly snapped back into place, as Rath went careening backward, pushed away from Paradox. Again, he slammed into the nearby foliage, carving a chunk out of the ground as he slid to a stop, and reverted back to Ben.

“You see, physics doesn’t distinguish between an object moving in stopped time, and an object moving at super-speed!” Paradox continued, informing the boy with a kind smile as he walked over. “Which means a small transfer of kinetic energy acts like a massive one.”

Ben breathed heavily, glaring up at the time traveler. “Good to know.” He winced as Paradox brought up the sword, about to bring it down for a strike, before a purple blade cut across into the path (as well as their plane of existence) and caught the sword. “You again!?” The ten-year-old exclaimed in surprise as the Darth Vader knockoff he’d fought before finding himself here stood in the way between Ben and certain death.

“Eon.” Paradox hissed. “You’re making a habit of interfering with my plans.”

“Get used to it.” Eon spat in response.

“You’re Eon!?” Ben demanded incredulously, as Eon pushed Paradox away.

“Hmph.” Paradox twirled his sword with a bloodthirsty smile. “You know, I’m actually glad you’re here! You can witness your timeline be retro-erased at the very beginning!”

Eon scowled, narrowing his eyes at the Timewalker. “I thought I cut that hand off.”

“I grew it back.” Paradox rolled his eyes impatiently in response, exasperated that Eon really thought his weapons could harm a being of such higher-dimensional existence as him.

“WHAT THE FUCK IS GOING ON!?” Ben roared as Eon and Paradox engaged each other with their swords, like two master fencers dueling in front of a crowd.

“Hush, now,” Paradox told the childish mind, keeping his eyes trained on Eon, “Mummy and daddy are talking.” He leveled his sword, delivering two quick swipes, attempting to go for Eon’s chest. Eon, quick on the defense, backpedaled as he brought his blade of purple energies sweeping up to knock the strikes away.

“You’ve brushed up on your swordsmanship,” Eon remarked with a slightly mocking smile as the clangs of metal against metal rung out in the wooded area like a bell.

“Oh, naturally.” Paradox gave a sporting smile in return, blocking Eon’s own strike of retaliation. “After you claimed my hand the last go-around.”

“Naturally.” Eon repeated smugly as they continued.

“What’s going on?” Gwen ran up to Ben’s side, as he stood by, watching the duel. “Wait, isn’t that Eon from before? What’s he doing back here?”

“I don’t know,” Ben growled, bringing the Omnitrix up, “But whoever wins, I’m kicking his butt.” He frowned, going through the menus through all the different aliens. He landed on Way Big for a moment, before deciding better of it, going on. Frantically, he searched, before landing on a random alien – something with a head that tapered off into a cone shape, with enormous, rounded limbs, and a keg-like torso.

“It’s just as well,” Eon continued his thought from before, as he and Paradox moved so quickly in frozen time, to the outside world, they were blurs, “I’d feel bad taking your hand in a cheap shot a second time. When I do it again, it will at least be in a fair fight.”

“Hardly.” Paradox chuckled, “I studied under the best swordsmen in history, you know. You’re only delaying the inevitable, old friend.”

Eon let out a quiet chuckle at that. “I admit, you’ve improved quite a bit.”

“You seem awfully cheerful for someone who’s about to be murdered.” Paradox peppily remarked.

“You seem awfully cheerful for someone who’s about to commit murder.” Eon retorted with the same, infuriating smile plastered on his features. “Ah, well, I’ll be honest with you – you may have more advanced abilities than I, but I know something you don’t.”

“Oh?” Paradox raised an eyebrow, “What would that be, then?”

Eon’s eyes twinkled. “I’ve been holding back the whole time to keep you distracted from him.” He threw the sword into his other hand, pushing against Paradox’s attacks more strongly.

The timewalker’s face twisted as he was pushed back, before he smiled again. “What a fortunate coincidence – you’re holding back, and so am I.” Then, Eon was back on the defensive, trying to block strikes that could shatter walls.

The flow of time returned to normal, as Eon looked over to Ben. “Now would be a very good time to transform!”

“Uh…” Ben looked unsurely at the silhouette on the Omnitrix’s display. He had a good gut feeling about it, though, and that was enough to persuade him. He pressed the dial down, and let the transformation take him. In a flash, he’d transformed from a human into a tall, bipedal alien encased in silver-white metallic armor. Portions of his body were transparent, glowing from within with a strange, green energy. “What have I become and what am I capable of!?” He screamed to himself.

Eon caught Paradox’s sword, straining as he was pushed down, his back to a tree trunk. “You’ve got control over nuclear forces! Use it!”

“Control over atomic power?” The transformed Ben looked down at his hands. “Yes… Atomix! A most fitting name!”

“Use it!” Eon grunted, as Ascalon inched closer and closer to his face.

“All right…” Atomix rubbed his hands together, as ideas flooded into his mind. He could see it, everything that held the universe together – from the strong nuclear force, to the electroweak force, to electromagnetism, and gravity – laid bare before him like a magical aura surrounding the place. Following instincts within his alien body, he began to draw it in, and channel it, becoming surrounded in a radioactive glow as his body lit up from within. “HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA-“

Gwen’s eyes widened, before Grandpa Max yanked her down, into cover, as Atomix lit up like a miniature sun.

“CHERNOBYL STRIKER!” Atomix bellowed, thrusting his hands toward Paradox. A stream of green burst out of his palms, creating a deep, earth-trembling whoomp as it churned the air like a soup.

The Timewalker brought his hand up, shielding himself in vain as the stream of particles collided with his body, dissolving him in the storm like a sculpture of dust blowing away in the wind. When the light faded, he was gone entirely.

Atomix flashed, reverting to Ben. “Hey hey!” He chuckled to himself. “Did you see that!? I vaporized the guy!”

“Yeah… we saw.” Gwen blankly stared at the spot, unable to really focus on the fact she just witnessed her cousin kill a guy. “You killed him.”

“He’s not dead.” Eon grunted, getting to his feet. He clutched a burn on his arm – the arm that had been closest to the energy stream, to be precise – swaying all the while. “You just destroyed a three-dimensional projection of his higher-dimensional form.”

Ben blinked. “Huh?”

Gwen sighed. “It’s like sticking your finger on a piece of paper. A living thing that exists within the paper can only destroy a slice of your fingertip as thin as the paper – the dimension they inhabit - but the rest of you will be fine.”

Eon’s head swiveled toward her, and he snapped his fingers, pointing. “You.  You’re quick – I like you.” He turned back to Ben, turning his nose up in critique. “I would’ve hoped you picked Clockwork – but even a chronosapien is no match for him. But as much as it pains me to say it, you did… adequately.”

“Well, gee, I-“ Ben nonchalantly began to reply, before Grandpa Max stepped forward.

“Then maybe you’d like to explain a bit about what’s going on?” Max demanded, glaring at Eon.

“Not particularly,” Eon sneered, shaking his head, “But very well. Your family – most specifically your grandson – is caught at the heart of a conflict so destructive, it will make the wars you fought in look like games of kickball in the picnic park. That man was one of our side’s – that being the side concerned with your grandson’s well-being – adversaries. And right now, we’re fighting a battle with him, simultaneously here and in the future. In order to ensure our victory, I came back, and swapped your grandson with an earlier version of himself along his personal timeline. As a consequence, the release of temporal flux alerted the enemy to the act, luring him away from the battle in the future, thus securing our victory.”

Gwen snorted, crossing her arms. “Some time traveler you are, then.”

Eon turned to her, narrowing his eyes dangerously.

“You couldn’t even get the right Ben.” Gwen continued, “You’ve got him from a universe when he found the Omnitrix earlier, or something.”

“No,” Eon chuckled mockingly, “This Ben and your Ben are the same, with the difference of years between them. He just doesn’t tell you as much as you think he does.”

“Of course he does.” Gwen retorted, uncrossing her arms as she leveled a metal-melting glare at the time traveler. “I’m like his sister.”

Eon flashed a crooked smile full of yellowed teeth sunken into bloodied gums. “Then ask him about the Annihilargh when he gets back.” Then, just like that, he was gone as quickly as he’d came, in a flash of bright, violet light.

“…dude,” Ben spoke up, “If I see another time traveler ever again, it’ll be too soon.”

---------

“He’s probably fine.” Ben shrugged with a slight, self-comforting smile. “He’s got Grandpa and you- um… new you, looking after him.”

“Hm.” Gwen nodded, not meeting his eyes. “So… how is new me?”

Ben blinked, and he couldn’t help the feeling of slight dread spreading through him. “Oh, you know… Fine.”

“But she’s not me.” Gwen guessed.

Ben couldn’t help the twitch of his lips. She always could read him like a book. “She’s not. She, uh… Well, it’s not important.”

“What’s not?” Gwen questioned, narrowing her eyes.

“Seriously, it’s nothing.”

Gwen stared at him, unamused, before she lifted her hand, causing a light pink-blue glow to surround it. “I can rip it out of you if you’d rather me do that.”

Ben sighed, rubbing his face. Another thing Gwen could do was always get secrets out of him, sooner or later. “She stayed.”

Gwen recoiled, blinking slightly. “Do what?”

“She stayed.” Ben repeated, unable to quite meet her gaze. “You, uh… You didn’t. You went off to college for the summer semester. I didn’t even know about it until it was too late.”

“I go to college…” Gwen repeated to herself with a delirious smile. “Early… Wait.” She realized something, straightening up. I didn’t tell you?”

Ben shrugged, trying to make the gesture seem like not a big deal. “Nah. I think you were just putting it off cause it’d be a difficult conversation.” That, or she didn’t want him to know so he couldn’t come with, and bring all the alien weirdness with him. He didn’t actually think that, but every once in a while, he’d think back to her words, about wanting to see some of the world, instead of having to save it all the time…

“Bullshit!” Gwen called, causing Grandpa Max to cough, and lose his composure for a moment. “I’m Gwen Tennyson – I don’t procrastinate.”

Ben, despite himself, laughed. “I kind of rubbed off on you over the years.”

“God, I dread to think.” Gwen shuddered, before she turned serious. “So… you and me were close, then?”

“My best friend.” Ben smiled gently.

“Then why the hell did I go to college without you?” Gwen demanded, as her eyes blazed in such a way that implied she was ready to open up a can of whoopass on her future self. “You’re smart enough for it!”

“Gwen!” Ben gasped. “Was that… a compliment?”

“…well, more like an objective fact.” Gwen flippantly replied. “I’ve seen you be smart, when you get your head out your own ass and apply yourself.”

“Well, it wasn’t that important.” Ben tried to brush it off again. “Besides, Kevin was already moving with you…”

“Kevin?” Gwen locked up. “What Kevin?”

Ben looked at her, awkwardly clearing his throat.

“Oh, ew!” Gwen gagged. “That freak!?”

“He’s not that bad!” Ben quickly spoke up. “He’s my bro, now! Totally redeemed himself.”

“He tried to murder us!”

“And he tried to do it again, but we managed to bring him back from the brink that time too!” Ben retorted. “Come on, Gwen – I’m supposed to be Superman, here, not the Punisher.”

“The Punisher had good ideas!” Gwen retorted, shuddering. “Kevin Levin… Absolutely not. Not in my future.”

“You may be right.” The voice of Eon rumbled from the ether, followed by the man himself walking out of a portal. “The future is changing – this timeline is beginning to diverge.”

“You.” Ben balled his fists defensively as he shot to his feet, but he otherwise didn’t move. “What do you want now?”

“I’m here to send you back.” Eon casually checked his nails, with a pursed frown. “Your younger self has preformed the task expected of him, and any further interactions between your respective selves and your temporally anachronistic surroundings are, at the end of the day, of no consequence.”

Ben scowled, trembling with rage. “It’s not of no consequence. You and Paradox brought me here to say goodbye-“

“I brought you here for reasons your stupid little mind couldn’t ever possibly hope to comprehend until the end of this story.” Eon narrowed his eyes in response. “I’m not without compassion, Tennyson, but it is limited, as is my patience. Now, I’m giving you the opportunity to say goodbye… unless you’d rather argue, waste time, and have me send you back without closure.”

Ben glowered at the strange, twisted possibility of his future, before he sighed, turning to Gwen and Grandpa Max. “I’m… I’m sorry.”

“So am I.” Gwen replied, as tears began to well up in her eyes. Without warning, she threw her arms around Ben, yanking him into a hug. “Be careful, damn it. I may not be there to keep you on the straight and narrow, but if you care about me even one iota, you let that Gwen boss you around, got it!?”

Ben quietly nodded, as he let the feeling of the hug linger. “I will…” He pulled back, before he really listened to Eon’s words. If the future was going to change anyway. “Listen, I don’t care what happens – Ben, your Ben, he needs you. More than you know. If you have to drag him kicking and screaming with you, do it.” He gulped. He didn’t know Gwen and Kevin would’ve been able to stop the Annihilargh from going off any more than he was able to on his own…

But if things went the same here as they did with him before, at least this Ben wouldn’t be alone when it all ended.

Then, Ben turned to Max. “Grandpa, I…” He swallowed the stone in his throat. “I don’t say this as often as I should, but… thanks. You’ve kept me on the right path even more than she has.” He pointed at Gwen. “I don’t… I can’t imagine what I’d be like, if I didn’t have you guys to keep me right. And… I’m sorry I couldn’t save you.”

Grandpa Max, despite a solemn shadow hanging over him, smiled, his eyes twinkling in that special way that meant he was so proud of the man he saw standing before him. “Ben,” He placed his large hands on his grandson’s shoulders, keeping him steady, “If I know you, I know you did everything in your power to save us, and you’re still blaming yourself. But sometimes, failure just plain isn’t your fault.” His jaw began to shake, as he tried to speak through the emotions escaping him. “I’m so proud of you, Ben. I don’t know what happens… But I know that will never change.”

Ben felt a tear escape him. “Goodbye, you guys… I’ll miss you.” He turned to Eon, extending his hand.

The time traveler said nothing as he placed his hand on the Omnitrix, sending a jolt of electricity through it.

Ben blinked, and in a moment, he was standing back outside, in a universe that tasted faintly of strawberries, with the new-model Rustbucket off to the side… and a hole ripped in its side.

Ben looked down at himself, finding himself back to normal, and he turned to Eon. “Thank you.”

“Don’t.” Eon harumphed. “It was a kindness of convenience, nothing more.” His sight wandered toward the Rustbucket, causing his expression to soften slightly. “I didn’t have a Gwen. Just a Grandpa Max. He died, right before I found my Omnitrix.” The dark, warped reflection of Ben 10,000 admitted.

“No one to keep you on the right path.” Ben finished.

Eon scoffed. “Hardly. My destiny was written in the stars, and no one, not even they, could’ve stopped it.” He turned to face the teenager properly, looking down at him severely. “I hope you’ve made your peace with them.”

Ben thinned his lips, looking toward the camper, seeing New Gwen pacing around inside, back and forth, mumbling to herself. She was very clearly worried, and it didn’t take a genius to figure out why. “…you know what? I think I have.”

“Good.” Eon hummed. “Because when the time comes, you can’t afford that weight hanging over you.” He paused for a moment, switching tracks. “I’ve taken the liberty of transferring the active playlist from the completed Omnitrix to this one. You now have access to all the same aliens you possessed shortly before the Annihilargh activated… give or take one or two.”

“Let me guess,” Ben sighed, “Alien X?”

“Locked. The Alliance doesn’t need you making the situation worse by trying to fix it – again.”

“No fair,” Ben pointed, “That was one time.”

“I said locked, not removed.” Eon rolled his eyes. “You have an even fifty now. Don’t push your luck by getting greedy.”

Ben shook his head, before he turned serious. “…this Time War can’t be that bad… can it?”

“Take me at my word, child.” Eon looked upon him sternly. “It is.” He stared for a moment, before he turned away, and began to walk, not even bothering with a farewell as a portal opened before him, and he walked through.

“…If I see another time traveler,” Ben shook his head, “It’ll be too soon.”

“Ben!” Gwen came running out of the Rustbucket. “Is that you-you, or young-you? Or an old-you we haven’t met yet.”

“It’s me-me.” Ben smiled, gesturing down at himself. “What happened while I was gone?”

“Brawled with a time traveler eviler than the first guy we thought was evil.” Gwen shrugged. “You?”

“Oh, nothing.” Ben waved it away. “Talked with young you and young- well, uh, young-er Grandpa Max. Good talk. Bit boring without the Omnitrix.”

“Uh-huh.” Gwen skeptically crossed her arms. “Without the Omnitrix that young-you claimed to have, too?”

“Uh…”

“Ben,” Grandpa Max stepped down from the Rustbucket, “We need to talk.”

“You know what?” Gwen turned to Ben with a predatory smile, “I’ll start first: What’s an ‘Annihilargh?’”

Ben paled, before he sighed, hanging his head low. There was no avoiding it anymore: He said goodbye to his original family – now, he had to face the new ones.

They deserved an explanation.

.

Chapter Text

Bellwood, some time ago…

The door of a locker squeaked loudly as it was pulled open, allowing the light from the fluorescent fixtures in the ceiling to illuminate the inside of the small cabinet, revealing books, papers, and other supplies all neatly arranged and organized to perfection.

The owner of the locker, none other than Gwen Tennyson in her school uniform, grabbed her backpack, and began placing the items inside.

“Sooo,” Emily rolled up in her wheelchair, smiling knowingly at Gwen, “Last day of school, and you’re moving like the Flash. That means you’ve got plans…”

Gwen good-naturedly rolled her eyes, as she continued to pack. “Of course I have plans: It’s called ‘sleep until I’m dead.’”

“Really,” Emily skeptically drew the word out, raising her eyebrow, “I seem to remember you saying, and I quote: ‘Sleep is for the dead.’”

“Exactly,” Gwen shrugged, “I’ve done all I set out to do – I don’t need to stay here any longer."

“So, what I’m hearing is you don’t have plans.” Emily fluttered her eyelids sweetly.

Gwen snorted, closing her locker up. “I have plans – of course I have plans.”

Emily nodded with a slight smile. “Plans with Ben?” She drew out the name slightly amorously.

Gwen looked at the wheelchair-bound girl sideways. “Why do you say his name like that?”

“Sorry to say it, Gwen,” Emily shrugged, sounding not sorry in the slightest, “But your cousin’s a pretty boy.”

Gwen snorted mockingly. “Pretty stupid, most of the time. God,” She huffed theatrically, “Stuck in an RV for months on end with him… I’m not looking forward to it.”

“Well, if you’re going to be like that, I could go with him…” Emily offered with a teasing expression on her face.

Gwen, despite shaking her head, smiled. “I don’t think so.”

“…you could give me his phone number.” Emily cleared her throat. “You could give him my phone number.”

“Yeah, no.” Gwen shivered in disgust. “My best friend dating my other best friend? I’d rather not subject my self to the fate of becoming a third wheel, thanks.”

“Seriously, he’s cute!” Emily insisted as they came up on the corner, and turned it. “I’d- Oh no…” She groaned, seeing two girls getting physical with a third in the hallway, and Gwen had to stifle her own groan.

Hope and Lana. Known collectively between Gwen and Emily as ‘those bitches.’ Private schools, despite all the rules and whatnot, still had the drama of regular schools, including bullies. Hope and Lana were the bullies native to Gwen’s school. And even though it was the last day, they were going through the motions, picking on poor, sweet little Heather, who wouldn’t even harm a fly, much less do anything to catch the attention of the bullies in stereo.

“Come on.” Emily sighed, getting ready to spin around. “It’s gonna be a detour, today.”

Gwen stared, watching as Hope pushed Heather back into the wall, knocking everything the meeker girl was carrying to the ground. It was in that instant Gwen came to a decision – it was the last day, and she had nothing to lose.

“Hold this.” Gwen growled, tossing her bag to Emily as she stomped, pushing through the crowd watching the drama as she approached the heart of the scene. “Hope!” She snarled.

The blonde who thought she was better than everyone else spun around, a falsely sweet smile on her face. “Oh, look, it’s Gwen. Come to save the little freak?”

“I thought you’d have better to do on the last day of school.” Gwen narrowed her eyes.

“Oh, well, you know,” Hope threw her hair back over her shoulders, “I caught little ol’ Heather here messing with something that wasn’t hers. I’m just standing my ground.”

“H-H-He’s not your property.” Heather jittered with chattering teeth.

“She didn’t say you could talk.” Lana, acting as the muscle in the situation, kept Heather pinned to the wall.

“Let go of her,” Gwen grabbed Lana by the wrist, “Now.”

“What’s the matter?” Hope snidely inquired, fluttering her eyelashes all the while. “It’s not like we’re doing anything wrong, just showing this two-bit slut her place… Unless…” Her smile widened like a shark’s maw. “Oh, Gwendie, I didn’t realize you swung that way-“

Gwen snapped in a second, yanking Lana off Heather. Falling on her black belt training, Gwen swung Lana, throwing her into Hope, sending the two down to the floor. The onlookers went wild as Gwen slammed her foot on the polished stone and got close.

“I realize your lives are so sad you literally have nothing better to do,” Gwen glared at them, shaking her head, “But I would’ve figured you would at least try to end the year without making total asses of yourselves.” She shook her head as she stood back up and turned to look at where Heather was. She blinked, only to realize that the bullied girl had bolted, unable to keep up with being the center of attention for too long.

Gwen stormed back over to Emily, grabbed her bag, and continued marching on. “Let’s go.”

-----------

Gwen had managed to get outside before the word got back about the fight, thankfully. She and Emily had parted ways, leaving her to cross the school grounds on her own. Reaching the street, she looked up and down it, before sighing as she realized her ride still wasn’t there.

Shaking her head silently, Gwen sat on a small wall of stone nearby, waiting. As she did, she couldn’t help the feeling of the hairs on the back of her neck standing as someone, or something, watched her from an unviewable spot.

Bouncing her leg anxiously, Gwen waited, before she heard the sound of a V6 engine, drowned out by the sounds of old rock blasting at full volume came from down the street, as a red Dodge Ram with peeling paint turned the corner and pulled up, stopping right in front of her.

The window rolled down, revealing Ben on the other side with a big, stupid grin on his face.

“Goin’ mah way huh momma?” Ben asked.

Gwen rolled her eyes, getting to her feet and throwing her bag into the back seat.

“What?” Ben questioned in offense.

“Elvis is rolling in his grave.” Gwen remarked, as she moved back up to the front.

“Blame Johnny, he talked me into the lessons.” Ben shrugged in response.

Gwen opened the door, crinkling her nose as she saw the trash in the passenger side piled up to the ankles. “Seriously?”

“Hey, I bought the whole floorboard, I’m gonna use the whole floorboard!” Ben retorted, before gesturing quickly. “Come on, come on, it’s fine, there’s no food in ‘em, I swear!”

Gwen took a breath, before climbing in.

She kept her legs curled onto the seat, though. Just to be safe. God knows what was crawling down there in the trash piles.

“So, what crawled up your tailpipe?” Gwen wondered, as Ben threw the truck into drive, speeding away as fast as he could.

“There’s this trivia game night going on down at the Vortex,” He glanced at her with a grin, “Twins only. Grand prize is a thousand dollars. You thinking what I’m thinking?”

“I’m thinking that we’re cousins.” Gwen retorted.

“Come on!” Ben practically begged, “We’ve got the exact same birthday anyhow, and they didn’t specify what kind of twins! We can pass as siblings, easy!”

“I don’t know…” Gwen frowned, “It’s not a school night, but…”

“Come on,” Ben prodded with a smile, “We’d have some nice spending money for the world tour with Grandpa…”

Gwen thinned her lips uncertainly, before hitting the dash. “You know what? Screw it, let’s go.”

“Heck yeah!” Ben switched the blinker on, taking the turn at the last second.

Gwen laughed, but still, she couldn’t shake off the feeling of being watched.

--------

Washington, D.C., the present day…

A small teardrop fell from Gwen’s eye, landing on the picture of her and Ben, with their hands looped together and held aloft in shared triumph as they accepted the winning prize from that trivia night at the Vortex.

It was… It was a lot to unpack, figuring out your whole universe was created to fill the hole left in someone else’s heart, and that said someone was your cousin… who had replaced himself in such a way that made it impossible for him to recall some of the best moments of your childhoods together.

In Gwen’s defense… she was taking it well. Perhaps not as well as Grandpa Max, but well enough, given the circumstances.

So many secrets had the lid blown off them by Ben as soon as she asked the question about the Annihilargh… to the extent that she regret she ever asked the question.

She almost hoped Ben was depressed. It would’ve been easier to digest than this.

“I’m… I’m Ben Tennyson, but I’m not your Ben Tennyson.” Ben had said, stumbling over himself awkwardly. “Well… I am, but you’re not the same Gwen and Grandpa Max I grew up with.”

“Don’t be stupid.” Gwen had scoffed, despite the aching of something deep within her soul that hummed in agreement with Ben’s words. Instinctually, she knew he was telling the truth, but she just didn’t want to believe it.

“The universe ended.” Ben had immediately responded to her jab, despite the anguish on his face. “I had to fix it, only… I couldn’t get things how they were.”

Was that all she was? A malformed, funhouse mirror reflection made by a power she couldn’t even conceive of, in the shape of the dead? Was that all any of them were?

“Serena and Bellicus and I, we tried to keep things going, but it was all gone so quick… We had to do it from memory.” Ben had looked down, unable to meet their eyes. “And the thing about memory… It’s not perfect… and each time you remember, one more little detail just keeps getting all that more fuzzy and distorted.”

Was Ben only making do with them because he had no choice?

“We’re not real…” Gwen had whispered that in horror, as the sinking feeling she’d just… fade away took root in her stomach. “None of this is real…”

“No, hey, no!” Ben, though, always was warm, smiling, and kind, and he’d used that, placing his hands on her shoulders to keep her steady. “You’re real, Gwen. Indisputably. Just like I am, just like Grandpa Max. You may be ‘new,’ but that doesn’t mean you’re not real. And…” He’d looked between them, as if realizing something for the first time himself. “That doesn’t mean I love you guys any less.”

“Then what,” Gwen hadn’t been able to assimilate that too easily, despite Ben’s words. “Am I? What am I?”

“You’re Gwen.” Ben had answered with the same, cocky, self-assured attitude he’d always mustered up, even in the heat of the battle. “You’re annoying, a bit of a know-it-all, and boring as hell when you want to be – and we might be cousins, but you’re my sister in every way that matters.” His eyes drifted toward the sky, as he smiled to himself, just a bit. “Huh… You know, I think that’s the first time I’ve said that to you – any version of you… Feels good.”

That did feel nice. Gwen never had a brother, but if she did, she’d want him to be like Ben.

After that came the other secrets… According to Ben, Grandpa Max was apparently an outer-space super cop, like the freaking Green Lantern, which Gwen found utterly ridiculous… Only for Grandpa Max to confirm it in a nanosecond when he hit a button near the Rustbucket’s steering wheel, and all the damage it had sustained from the brawl with the Timewalker repaired itself, like a wound healing up.

Suddenly, life seemed a whole lot more ridiculous… the only difference was, it wasn’t the funny kind of ridiculous.

And she seemed to be the only one who wasn’t aware of it.

It was funny, in a tragic sense. Her cousin was basically God, her grandfather was one of the greatest Plumbers who’d ever lived, and then, there was her.

Normal, boring Gwen Tennyson. She knew karate, and was smarter than everyone else in the room, and…

And that was it.

A knock came on the door of the Rustbucket’s bedroom, startling her for a moment.

Gwen rubbed her face, sniffling deeply as she put the picture away, along with the questions of what exactly it all meant for the Ben she knew for seventeen years of her life. “Come in.”

The door opened, and Ben peeked his head in. “Hey…” He carefully walked in, keeping one hand behind his back. “How’re you doing?”

“Fine.” Gwen shrugged noncommittally, “For being filled with mind-numbing existential terror.”

Ben winced, “Yeah, I know, maybe it was a mistake unpacking that all on you guys. And Eon deserves an ass whooping for leading you into it like that-“

“It’s fine.” Gwen cut him off, trying to smile. “At least you got all your aliens back.”

Ben looked down at the large, watch-like device, trying to smile as well. “Yeah…” He coughed, as his head shot back up quickly. “I, uh… I wanted to see if you were up to do something?”

Gwen raised an eyebrow. “Like what?”

Ben revealed his hand, showing off a small piece of paper in it. It was a brochure for a new wing of the Smithsonian that had opened up, focused on magic in different cultures throughout human history.

“You – uh, old you, that is – used to go crazy about that stuff.” Ben cleared his throat. “So I thought… you and her aren’t exactly the same, but I figured you might like it.”

Gwen’s lips twitched, despite the emotions running through her. It’d be all too easy to read into it as Ben trying to make her into the old Gwen, but she knew him better than that.

His only concern was trying to get her to feel better, using the Gwen he largely knew as a springboard.

“Magic, huh?” Gwen took the brochure, reading through it uncertainly. “…why not? I’ve always wanted to be a witch.”

Ben burst out laughing, as he led her back into the cabin of the RV. “Funny story, actually…”

Chapter Text

Bellwood, some time ago…

“You know what?” Gwen rhetorically asked as a wild smile spread on her face. Screw it, let’s go.”

“Heck yeah!” Ben switched the blinker on, sending the truck screeching around the turn.

And in the distance, away from the two cousins, someone stood by, watching them with a hateful leer.

“Gwen Tennyson…” Hope sneered as she watched the truck vanished. “Perfect miss Gwen Tennyson, joy of the school, teacher’s pet…” She stomped down the street, nursing the bruise on her chest as she walked toward her house. “And she sticks her nose into places where it doesn’t belong, God!” She bellowed, throwing her bag forward, before she sighed, picking it back up.

“It’s always been like that,” Hope growled to herself. “Showing me up every chance she got. ‘Oh, you’ve got tennis? Well I take karate! And I’m in cotilion, and I’m going to run for President of the United States!’” She raised her voice mockingly, storming across a park. “Her and her cousin…” She snorted, shaking her head. “Yeah, she throws Lana at me, and the next day pictures of her and her cousin make the front page on the school paper with their pants down – who wins then?” She seethed as she stomped, approaching a crosswalk.

She was just about to take the step, before an arm shot out, cutting off her path.

“Hey!” Hope snapped, “Watch it, match boy!” She snarled, commenting on his rather thin, gangly build.

The man – who looked like he could be the school’s chemistry professor, what with the vest, lab coat, and goggles around his neck – raised an eyebrow at her scathingly. “I beg your pardon, but I do believe it’s ill-advised to cross a street when you’re distracted, and others are as well.” He spoke in a refined, Scottish accent, pointing to the road just ahead. A second later, a car came tearing through the intersection, the person behind the wheel eye-deep in their phone. It ran right through the light, slamming into the traffic on the other side, sending it all spinning out, and creating a pile-up that was sure to severely injure – if not kill – several of the drivers, while keeping the road blocked for hours.

Hope watched the scene unfold with slowly burgeoning horror. “Oh my God… I could’ve died…” She breathed, recognizing that simple fact. If she hadn’t bumped into the man, that car would’ve slammed right into her.

“Yes, I’ve forgotten how harrowing near-death experiences can be for those who aren’t used to them.” The professor commented, as if taking note of the weather. “I, on the other hand, have brushed with Death so often, I’ve started giving him hi-fives as we pass.”

“I-I…” Hope ineffectually stuttered, unable to get the near-miss out of her mind. “You saved me. Thank you.”

“It’s no problem.” The professor waved away, “Oh!” He suddenly snapped his fingers, producing a book in his hand. “I do believe you dropped this.”

“What?” Hope frowned, taking it from him. She looked down at it curiously. It was a quite old, incongruous thing, bound in faded, purple leather or cloth, with the pages yellowing. “This isn’t-“ She looked back up, only to find empty space.

Hope looked around, at a loss for words, before she refocused on the book. Opening the cover, causing the stiff, yellowed pages to flap around. A gust of wind came by, blowing them back to the first page, revealing the title of the tome in an ancient, jagged scrawl.

“Encyclopedia…” Hope read, frowning as she peered closer. “’Bezelia?’” She turned another page, this time with intent, and her eyes began to glide across the words on the eons-old paper, widening as she absorbed the information within quickly.

Hope began to rapidly flip through the book, hungrily taking in the information. Her brown irises began to glow, undergoing a metamorphosis to a pale violet as the secrets of the universe were jammed into her head.

She could see it all – worlds separated by boundless time across the black shoals of the universe, creatures stranger than anything native to earth - creation in all its infinite splendor…

And the whisperings of power that came with it.

“All of this could be yours…” The book whispered to her mind. “All you need to do is kill Gwen Tennyson.”

------------

Smithsonian Museum, Washington, D.C., present day…

Ben used to think museums were dreadfully boring – seeing stuff locked behind glass, just sitting there, blocked off from touch – yeah, really boring. Of course, at that point in his life, he’d just never been to the right museums. Music museums, gaming museums, and now magic museums were all on his list of places he didn’t mind losing himself in for a while.

He let Gwen take the lead, the redheaded woman moving through the exhibits with an excited, knowledge-hungry expression. Artifacts (and concepts displayed with visual aids) were distributed regularly throughout the hall, all dedicated to humanity’s delving into the magical arts over the years.

An exhibit caught Ben’s attention, causing him to walk over. “Huh.” He commented, seeing a small sackdoll inside the case. “It’s a voodoo doll.”

“Actually,” Gwen stuck her head over, correcting him not unkindly, “That’s a poppet.”

Ben glanced at her, “What’s the difference?”

“Well, between it and the version of the voodoo doll that persists in public consciousness, none.” Gwen informed happily. “But actual voodoo dolls, used by the practitioners of Voudoun, were stuck to trees to help guide wandering spirits. The Europeans saw the freaky-looking dolls and just assumed they had the same purpose as poppets, which has pervaded in the public consciousness today.” Gwen explained.

Ben turned to her with a slightly teasing expression. “You read that off the internet.”

“…well,” Gwen flippantly waved her hand, “I might’ve had some help from Google.” She smiled, before leaning closer to view the placard on the glass. “It says this one was recovered from-“

“South Wales, the Cardiff Bay.” Grandpa Max interrupted, causing both grandchildren to look at him inquisitively. He cleared his throat for a moment, almost forgetting he didn’t need to hide his Plumber career any longer, before continuing. “A witch was using a space-time rift as a focusing lens for her magic, back during the 1800s, going on a killing spree. The Plumbers stopped her, but not before the blinders were taken off the horse about magic. That was the first encounter Earth had with anything extraterrestrial that really stuck in the public memory.”

“Wait, hold on,” Ben blinked, “’The blinders were taken off the horse about magic?’ S-So it’s recognized here? Like, by everyone?”

“Sure.” Gwen shrugged. “It’s a bit more like a fringe subject than anything else, because it’s so rare, but every once-in-a-while you’ll hear something – a baby born who can turn vegetables into candy, things like that.”

Grandpa Max nodded in agreement, recalling an old tale to help the point stick. “Around the same time you were born, there was news about a chemistry professor who tapped into alchemy on accident while making a new super-substance. Wound up making a whole team of superheroes.”

“Wait,” Gwen looked at Ben oddly, “Does that mean where you’re from didn’t have magic?”

“Oh, we had it,” Ben retorted, “But it wasn’t, like, a publicly recognized thing… Or, it was alien energy manipulation, I don’t know. I didn’t really pay attention to that part.”

Gwen raised an eyebrow. “Alien energy?”

“Yeah, Anodites were made of it – mana, the life energy of the universe.” Ben explained, looking at Gwen with a smile. “You and me are 1/4^th Anodite, from Grandma Verdona.”

“Anodites are a species where you come from?” Grandpa Max chuckled, shaking his head.

“Well, yeah.” Ben shrugged, pointing toward Gwen. “She inherited the spark from grandma – learned how to use magic and all that.”

Gwen’s eyes widened comically. “I learned magic…” She looked down at her hand. “I wonder…”

“It’s possible.” Ben, sensing her line of thinking, answered her silent question. “I did find the Omnitrix again, and you were a pretty good witch.” He glanced toward Grandpa Max, as they continued moving through the museum. “Is Grandma Verdona not an Anodite?”

“Yes… but no.” Grandpa Max answered with a slight twinge of humor in his tone. “They’re not a species, not like you’ve said. Basically, just a catch-all term for ‘magic user,’ without the connotation of being attached to a certain race.”

“Huh?” Ben blinked.

“Like witches and warlocks.” Gwen sighed. “Both would be considered Anodites but used to refer to human practitioners of magic exclusively.” She looked at Max, “Is that right?”

The old man nodded proudly. “Exactly right.”

“Oh, I get it.” Ben nodded, still not quite understanding. Then again, that was par for the course with Anodites. Kevin said they were aliens, Gwen insisted they were magical beings, and Ben couldn’t find anything conclusive. That must’ve meant when the universe got reshuffled, Alien X decided ‘to hell with it’ and just make ‘Anodite’ mean ‘magician.’

Gwen snorted, shaking her head. “You don’t get it.” She retorted, before they continued on through the exhibit. As they walked, Ben’s eyes drifted over something that appeared quite similar to a stone from a rock garden, with patterns carved into it. He looked past it, before his eyes went wide, and he snapped back to look at it.

Ben rushed over, leaning forward curiously toward the paperweight.

“This says that’s a-“ Gwen began to read, only for her cousin to cut her off.

“A Charm of Bezel.” Ben cut her off, causing Grandpa Max to go white as a sheet.

“…actually, it says that it’s a magical talisman recovered from the bottom of the Dead Sea, older than any other on Earth.” Gwen blinked, shoving her phone in her pocket, “But, I’m just going to go out on a limb here, and assume you and Grandpa know what you’re talking about, just by the looks on your faces.”

“Yeah.” Ben narrowed his eyes, as he began to get a prickly feeling on his neck. He looked into the glass, seeing someone in the reflection. “No…” He breathed. “It can’t be…” The reflection lifted her hand, and Ben reacted, yanking Grandpa and Gwen to the floor as the blast missed them, and shattered the case into pieces.

Ben looked up, grinning at the approaching form of Charmcaster. She looked just as she had when they’d first ran into each other, clad in a pink-purple trench coat, with short silvery-white hair, and unnatural pink eyes.

“You missed.” Ben smugly told the sixteen-year-old.

“I wasn’t aiming for you.” Charmcaster narrowed her eyes, as a ball of purple fire appeared in her hand. Alarm bells rung incessantly overhead, as she turned to look at Gwen, glaring. “Hello, Gwendie,” She spat, causing Gwen’s eyes to widen in fear, “Remember me?”

Ben’s head snapped up – if this Charmcaster was anything like her old counterpart, he knew exactly what she had in mind for Gwen.

Charmcaster threw the ball of flame, as Gwen jumped to the side, the inferno narrowly missing her head. All the while, the Charm of Bezel began to glow slightly. Charmcaster snarled, turning to reach into the case, but she just plain wasn’t quick enough. Gwen – going on the mere idea of ‘if she wants it, I can’t let her get it,’ got close, doing… some karate move Ben couldn’t be bothered to know the name of, knocking Charmcaster away from the case.

“Nice shot!” Ben grinned, bringing up the Omnitrix. “Now’s my go!” He ducked out of sight, and slammed his hand down on the core, causing green light to pour out from his location.

Moments later, an alien, like a giant, humanoid squid wearing biker gear, complete with spikes, jumped out from the cover, slamming into the ground next to Charmcaster. The witch floated back through the air, away from the alien with wide eyes.

“Woah!” The transformed teen looked down at himself, flexing his Chimeran muscles, “Check me out! I’ve never been this guy before! He must be one of the new guys from Eon!” So, Atomix, and one of Vilgax’s species. Ben couldn’t say he was ready for a moment he was about to thank Eon, but here it was.

Although… It seemed the Omnitrix’s DNA sample came from Vilgax – cause Ben could recognize that ugly mug anywhere – which made an unfortunate amount of sense, given the Omnitrix’s samples were from those who best represented their species’ peak physical condition.

…though he wasn’t about to call this transformation ‘Vilgax’ – or any variation thereof for that matter.

A flare of heat welled up on his side, causing his head to snap down to look at it.

He could come up with a name later – for now, he had a bad guy to deal with.

The transformed Ben grinned, and flexed his arms.

He always loved taking the new guys out for a spin on the battlefield.

Chapter Text

The transformed Ben flexed his huge, muscled arms, feeling as though he was about to explode from within just from the sheer power running through his new form.

“Oh, hohohoh…” The Chimeran chuckled, looking at Charmcaster with a smirk. “You’re in trouble now, honey… I’ve seen what this guy can do on a good day – you don’t want to mess with him.”

Charmcaster glared furiously in response, reaching into her coat. “I’ll take my chances!” She spat, pulling out her book, with it open in one hand, and her hand raised in the other, she began to chant, eyes glowing all the while. “Abrogo Sepiam!” She thrust her arm out, firing a ball of purple mana toward the Omnitrix’s wielder.

Enhanced reflexes drew the quick motion out into a slow march, slow enough that he was able to effortlessly jump out of the way, and move Gwen and Grandpa Max to safety. The bolt of magical energy struck the wall, burning a hole through.

“You guys get the museumgoers to safety.” The transformed Ben ordered, turning back around. “I’ll deal with her.”

Gwen and Grandpa Max both nodded, taking off, and pulling the fire alarm on the way.

“All right, people, go, go, go!” Gwen bellowed, gesturing widely to direct the stampeding crowds. “Alien deathmatch going on, nothing to see here!” She and Grandpa Max ran over to the doors, holding them open for the people, as the crowd poured out like people going through a vomitorium. All the while, Gwen’s eyes searched, before she spotted a small gift shop area.

Her eyes glanced back and forth between the shop and the brawl, and she began to get an idea.

-----------

The Omnitrix’s wielder pounded his fists together, strutting around, unbothered by the witch in front of him. “So, that’s,” He made a show of counting his claw-like fingers, “Twice you’ve utterly missed me. Some witch you are.”

“And what are you supposed to be?” Charmcaster sass-backed. “Undercooked calamari?”

The transformed teenager narrowed his eyes, glaring in her direction. He began to feel heat – like a furnace lighting up inside his head – building behind his eyes. A moment later, the energy flooded out in two concentrated streams of heat that lit up the air in their path.

Charmcaster’s book burst into flame, causing the witch to drop it. Looking down in surprise, she quickly thrust her hands out, palms turned toward the tome. “Incendia Absum!” The air moving under the force of her words blew into the fire, snuffing the tiny inferno out.

Charmcaster looked up with blinding, wildly-directed fury, before her eyes flashed with magical power. “Perturbo!” In response, a giant gong made out of mana, accompanied by a mallet, materialized next to the alien hero.

The Chimera’s eyes widened as he tried to jump out of the way, but alas, the constructs moved closer in the realm of the speed of light – much too fast for anything slower than XLR8 to dodge – and both swung into him. The mallet impacted first, knocking him off his feet and into the disc of mana hovering nearby.

The transformed teenager slammed into the ground, wheezing as Charmcaster strode past.

“Oh, and of course Gwen is gone.” Charmcaster spat as she stomped over to the shattered display case of the Charm of Bezel. “That’s just typical of her – lay her hands on another person and she doesn’t stick around to deal with the consequences.” Suddenly, her mood did a total 180-twist, as she smiled. “Well, she’ll get hers eventually... In the meantime, I’ve got a new, pretty little toy to play with.” She began to reach out, only for something to loop around her ankle.

Charmcaster’s head snapped down, just in time to see the tentacle around her shin, before she was tossed away from the case, landing across the room.

The Omnitrix’s wielder stood up, reforming the arrangement of tentacle limbs back into an arm resembling that of a regular biped’s, and he flexed his claws. “Calamauler, more like.” He blinked, looking aside for a second, as he repeated it to himself. “Calamauler. Yeah, I like that one. It’s high-brow, civilized, with a touch of moxie.” He rolled his head, punching his hands together as he stood unflappably. “Sorry, doll, but you’re not getting your grubby little hands on this charm.”

Charmcaster growled, yanking herself furiously to her feet. “That charm is mine, and I’ll die before I let some talking squid get in my way!”

“Squid?” Calamauler narrowed his eyes dangerously. “Oh, now it’s on.” Balling his fists, he charged forward, aiming right for the silver-haired teenager.

Charmcaster jumped out of the way, carrying herself on an aura of pink energy, as the Chimera missed, going right into the wall. Magic swirled in her eyes, before she threw her hand out. “Impediendum!” The witch chanted.

Chains of mana appeared in thin air, coiling around the transformed teenager, keeping him pinned down. Calamauler growled, shifting back and forth angrily as he tried to break free, only for the chains to hold strong. Calamauler split his limbs apart, trying to loop through and break the chains from within. Charmcaster, seeing him committing the escape attempt, reacted quickly, bringing down a mana construct in the shape of a bat upon him.

Calamauler, from the sheer, blunt force, dropped instantly, groaning weakly.

“Ah, now isn’t that better?” Charmcaster sweetly inquired, “Seafood’s a lot more appetizing when it stops moving, don’t you think?” She rhetorically asked, kicking the alien’s head, before she turned around, heading for the display case. She grabbed the Charm of Bezel with a smile, and held it up to the light, looking at it happily. Sirens emanating from the outside wailed, causing her head to swivel toward the source. Narrowing her eyes, Charmcaster began to speak. “Estotei Quasai Integumentum Imatari Proximum!” The spell’s words echoed throughout the museum like a divine command, before she vanished in a flash of pink.

Almost as soon as she’d left, the mana constructs keeping Calamauler pinned to the wall burst into sparks, dissolving entirely.

Once the coast was clear, Gwen and Grandpa Max came running in.

“Ben!” Max fell to his grandson’s side. “You all right there, son!?”

Calamauler didn’t respond, snoring loudly.

“Darn it,” Grandpa Max grit his teeth, “I hope he doesn’t have a concussion…”

“Hold on.” Gwen frowned in thought, “The Omnitrix heals him whenever he goes back to being human, right? I mean, none of the damage he got while he fought his double stuck. So, if I do this…” She reached out, pressing the badge, causing the Chimera to be replaced with Ben.

A second passed, before Ben took in a deep, needy breath. The teenage boy shot upright, looking around in confusion. “What the- where’s Charmcaster!?”

“Easy there, son.” Grandpa Max placed his hand on Ben’s shoulder. “That was quite the wallop she hit you with. Are you all right?”

“Fine, but she’s getting away-“

Gwen rolled her eyes, as Ben jumped to his feet, running around like a headless chicken over to the empty display case. “She’s already gone, doofus.”

“Wha-“ Ben spun back around. “But she’s a dangerous witch! And she has the charm!”

Gwen grinned, “Wanna bet, alien boy?” She reached down the front of her shirt, causing Ben to cough awkwardly, before she fished out-

“The Charm of Bezel?” Ben’s eyebrows shot up. He about reached out to touch it, before he remembered where she’d been keeping it, and yanked his hand back. “But Charmcaster took it!”

“She took a replica ‘Dead Sea Sand Dollar’ paperweight.” Gwen idly tossed the charm up and down. “I swiped it from the gift shop. While you two were busy throwing octopus puns at each other, I swapped the charm for a fake.” Gwen tilted her head with a smile. “No need to thank me.”

“But, that’s-“ Ben spluttered, before he got a smile himself. “That’s genius!”

Gwen, however, scoffed. “Oh please. If I know her, she was just too busy stroking her ego to notice what was right in front of her.”

Ben crossed his arms, and raised an eyebrow. “You know her? Actually, wait-“ Ben held up a finger, “You know her, and you know about the charm?” He looked to Max questioningly.

Grandpa Max nodded, about to open his mouth, before the screeching sirens became ear-splitting. “We should take this back to the Rustbucket.”

Ben nodded in agreement, before Gwen shoved the charm back into its makeshift hiding place, and all three of them beat feet out of there.

---------

The door to the RV opened, allowing the trio inside, out of the path of the police’s response force.

“Okay, so, Charmy-girl,” Ben turned around, leaning on the edge of the table as he faced Gwen, “You wanna talk about her?”

“How about you go first?” Gwen retorted, “You seemed to recognize her too.”

Ben simply shrugged. “Member of my rogues gallery, sometimes frenemy, mostly just enemy, your arch-nemesis, and Evil Queen of the Ledger Domain.”

Gwen shook her head. “Nothing’s ever simple with you, is it?”

“Nope!” Ben grinned, before he turned serious. “So, Charmcaster, what’s her beef with you?”

Gwen sighed, crossing her arms. “What’s her beef with me, more like… Her name’s Hope. She and I used to be friends, a long time ago… before I realized what she was like.”

“Before you realized she was psycho?” Ben scratched his head, only succeeding in causing his cousin to shake her head.

“Before I realized she was brutally bitchy.” Gwen corrected, shying from eye contact for the moment. “She loved to cause drama, always. Didn’t matter if you did something to her first – if she was bored, she’d get a stick, and start poking things, and more often than not, the ‘things’ were people, and the ‘poking’ was setting people on each other by spreading whatever lies she could while standing by and watching the fireworks… that’s not to say she didn’t get hands-on sometimes.”

“Oh, I see – she was your gal pal, then you realized she was a bully, then you ghosted her, and now she’s acting like a psycho ex-girlfriend!” Ben guessed, snapping his fingers with a smile. Gwen blushed, shifting on her feet as she looked down, twirling her hair idly. “…wait, I know that look – no, that’s not… AW, GWEN, THAT’S DISGUSTING!” Ben violently gagged, turning away from his cousin as a dozen images of what she and Kevin got up to when he was around (which was already disgusting enough), only for Kevin to be replaced by Charmcaster. And it wasn’t the kinda-hot, already his age Charmcaster either, but the murdery-looking, twenty-something Charmcaster he’d run into quite a few times. “You-you and-!?”

“Unfortunately.” Gwen deadpanned.

“Ah, okay, uh…” Ben cleared his throat, wiping his face. “Still, not the strangest thing I’ve seen. So… why does she hate you?”

“She’s just pissed off because I made her eat carpet - bodyslammed her to the floor in front of everybody at school on the last day. Right in the middle of the hallway.”

“…your school’s hallways had carpet?” Ben blinked.

“Of course.” Gwen turned up her nose pridefully. “It was a school with class.”

“But… all schools have class?”

Gwen let out a frustrated sigh. “You disingenuous, dense mother-“

Grandpa Max cleared his throat, “Meanwhile, I’m more concerned about that Charm of Bezel.”

“Yeah…” Ben turned to him, curiously. “I was wondering why you looked at it like it was bad mojo in the museum.”

The 60-year-old walked over to the kitchen counter, pressing his finger against a bit of the countertop that appeared slightly discolored. In response, a portion of the counter turned black – almost like an electric stovetop – before it lit up, revealing itself to be a screen. The Intergalactic Peace Badge appeared prominently in the center of the screen, over a search box.

“Oh, no way, the Rustbucket has Extranet access!?” Ben excitedly questioned, as Grandpa Max began to type into the search box.

“Extranet?” Gwen frowned, crossing her arms at being the only one who didn’t know.

“Universal internet,” Ben quickly explained with a smile, “Way better than the stuff we have here on Earth.”

“It’s not the Extranet – not exactly.” Grandpa Max explained as his fingers flew over the touchscreen. “It’s a direct link to the Plumber network, but I mainly use it to keep up on galactic business as of late.” He glanced at Ben, more specifically, the device sitting idly on his arm. “Well before that thing showed up, I heard about it through this, so if my hunch is still correct…” He hit the enter key, before an article – a Plumber data file, complete with images – appeared. Max took a step back, gesturing at the screen. “The Plumbers still have them in our data vaults - the Charms of Bezel. Look familiar?”

Gwen took a breath, idly playing with the charm in her hand, as Ben nodded in the direction of the screen.

“Yeah.” Ben confirmed. “Exactly how I remember them.”

“So…” Gwen cleared her throat. “What exactly are they?”

“Artifacts of extreme magical power. Extreme to the point of danger,” Grandpa Max elaborated soberingly, glancing at Gwen and the charm in her hand, “They’re said to be fragments of magic itself.”

Gwen swallowed, suddenly feeling very, very tiny in comparison to the physically minute artifact in her hand. “Okay… so not just a magician’s paperweight, then.”

“Only four are known to exist,” Grandpa Max continued to explain, turning around completely, “And it’s commonly believed that by uniting all of them, the one to do so would be able to completely control the flow of magic in the entire universe at once. They’d have enough power to rival a Celestialsapien... at least, that's what they say. But still, the Plumbers believed it was better to be safe than sorry, and took all four into custody.”

“Okay,” Ben shrugged, “So what gives?”

“Anodite scholars determined that there was a fifth, missing charm in the set.” Grandpa Max went on, stroking his chin, “Most of the more scientifically-minded types disregarded them as moving the goal posts, but I think we must’ve found that fifth charm.”

“And now, Hope wants it for…” Gwen trailed off, inquiringly looking to Ben.

“Well, if she’s anything like my Charmcaster, she wants to use its power to take over the world – of course – and then she’ll probably somehow learn of the other four, and go gunning for them, at some point.” Ben rapid-fire explained, flapping his hand about. “So, we need to stop her.”

“We?” Gwen questioned, “She creamed you that last fight! What’re you going to do against her?”

“I’m not going to do anything.” Ben retorted with a smile, “You are.”

“Something tells me she’ll be expecting me to pull out my karate moves this time.” Gwen replied, deadpan as Ben shook his head, pointing Gwen’s hands. She looked down at the charm, which faintly hummed with power, and her eyes widened. “Me? Nuh-uh, nope! No way! I don’t have a magical bone in my body.”

Ben smiled knowingly, bouncing on his feet. “One-quarter Anodite, remember?”

“N-No, no way,” She quickly shook her head, “I mean, you having the Omnitrix is one thing, but me!? Having magic!?” She practically threw the charm at him, instantly regretting all of her thoughts about being left out. Sure, Ben had the Omnitrix, and Grandpa was a space-cop – that was just fine by her. She was normal, plain Gwen Tennyson – no weirdness to her!

Funny how, as soon as she was threatened with losing normalcy, she clung onto it instead of throwing herself into what she thought she wanted.

“I know what you’re thinking,” Gwen began, as Ben walked back up to her with the charm, “But I’m not her! I can’t use magic, I can’t fight something like that, I can’t… be her!”

“Gwen,” Ben calmly began, gently extending his arm. “The Charm only reacts to what’s already there – stone dead for me, see?” He shook the tiny, dark, and quiet stone around to make his point. “You’ve got the power already; all you need to do is use it. Please… I’m not asking you to be her… I’m asking you to be you, and do what you do best: Kick ass when I can’t.

Gwen couldn’t find any retort, as he dropped the charm into her hand, and it began to glow and hum again.

“She’ll come back for this,” Gwen spoke softly, looking down at the charm, “Won’t she?”

“Yeah.” Ben seriously answered.

“And unless one of us can use magic, none of us can fight her on an even playing field?”

“Nope.”

Gwen sighed, closing her eyes. “Well…” She mustered up a look of excitement, as she calmed the hammering in her chest. Ben believed in her, and he could turn into ten – well, fifty now – aliens with superpowers.

She could do this.

“Like I said: I’ve always wanted to be a witch.”

Chapter Text

Birds twittered serenely, the sounds of their songs filling the air like a chorus of nature, echoing far and wide. The Rustbucket was parked at the heart of it all, in a small clearing, with two of its inhabitants out and about.

Gwen wore a tank top and jeans, pacing around nervously as she kept the Charm of Bezel around her neck on a small length of string. The ancient talisman vibrated minutely, surrounding Gwen in an aura akin to being charged with static electricity.

Next to her, Ben frowned, fiddling with a Bluetooth speaker and his phone. Clicking his tongue, he went through his music library, before finding a song that he felt satisfied with.

Gwen glanced at her cousin, with an expression of teasing exasperation, as the song came from the speaker. “You Can Do Magic? Really?”

Ben threw his hands up in a shrug. “It’s a good song, and it fits.” He replied, walking up next to her. “All right, my young Padawan, are you ready to begin our first lesson?”

“Ben,” Gwen looked at him sideways, “You can’t use magic – how are you going to teach me?”

“Well, Ultimate Ben 10,000-“

“Who?”

“-an alternate, future possibility of me who… now no longer exists, thinking about it.” Ben blinked, a little bit of the wind leaving his sails. “Well, anyway, he could use magic – picked up a few tricks from my Gwen -or his Gwen - so since I knew the potential was there after meeting him, I asked my Gwen to teach me the basics, and here we are!”

“The basics?” Gwen repeated with a raised eyebrow. “Hope was pulling out freaking… Pink Lantern constructs and throwing them around like nothing! How am I supposed to compete against that?”

“A – they’re Star Sapphires, not Pink Lanterns. And B – Old You could do the same tricks, except you were way better at them. You’ll get there eventually.” Ben smiled encouragingly, before clapping his hands. “All right – so, magic lesson number one, you’ve got to feel the magic around you.”

“…I’m not nearly drunk enough and there’s not enough Barry White playing for me to feel that right now.” Gwen retorted, blinking at him with an unamused expression. “Ben, seriously. What are we doing?” She questioned impatiently. “If all you’re going to do is make jokes, we should just throw this charm into the stratosphere and be done with it.”

Ben shook his head, rolling his eyes. He never knew Gwen to back down from a challenge – not even this one. She was in deep now – all he had to do was give the right push. “Then pay attention! You’re the one who made the Barry White quip first…” He muttered, sitting on a stump across from her, “Okay, um…” He stammered, trying to remember his lessons with Gwen, “What you’re going to be doing is basically flexing a muscle you haven’t used since before you were born.” He explained, remembering Gwen’s own way of explaining it to him. “But in order to use it, first you need to realize it’s there.”

“All right, so how do I realize it’s there?” Gwen questioned, skeptically raising an eyebrow.

“Okay, so… uh…” Ben cleared his throat.

“You don’t know, do you?”

“I do!” Ben quickly insisted, “I’m just, you know, trying to figure out how to phrase it.”

Gwen took in a frustrated breath, shaking her head. “This is a waste of time. Maybe Grandpa can call Albedo – get the Plumbers to come take care of this.”

“We don’t have the time.” Ben sighed, rubbing his face, “Look, Gwen, I know it’s tough, but you’ve got to try. You can do this. Trust me.” He smiled encouragingly, gesturing for her to sit across from him.

Gwen looked back and forth between him and where he was pointing, and sighed. It might have been a waste of time, but there was nothing better to do. None of Ben’s aliens were immune to magic, so that left the charm as the only viable option to mount a defense against whatever attempt Charmcaster was sure to launch to steal it.

Still… she wasn’t sure about it all.

“You need to focus, Gwen.” Ben outlined wisely. “The power exists inside you, all you need to do is bring it out.” He smiled encouragingly. “It’s like Karate – you have to have discipline, respect for the craft, all that stuff.”

“Okay.” Gwen nodded, shifting her balance in anticipation. “So, how do we start?”

“Uh… a basic spell, I guess?” Ben shrugged sheepishly, before wincing, putting up his hands in a placating gesture. “I know, I know, it’s not very specific, but Old You didn’t exactly give me a whole magic encyclopedia to explain it. So, we’re going to try what I tried.”

“So, I get the ‘Dumbed Down for Ben edition.’” Gwen sighed. “Joy.”

“Hey, pay attention.” Ben cleared his throat, and stood up, rail-straight, crossing his arms Obi-Wan style. “Close your eyes, and turn your focus inward. Let your body melt away, and see the energy inside you. It should be easy enough for you, since you have magic.”

“Okay.” Gwen closed her eyes, taking a deep breath, meditation-style. For a few beats, she stood there, breathing in and out. “I…” She spoke at last, “I see something. It’s like an ocean, big and vast.”

“Yes, yes!” Ben jumped up excitedly, startling her, “Sorry, sorry- That’s magic! The magic power that’s inside you, specifically.”

“That was… quick.” Gwen gulped, shivering as she stared down into an abyss of pink water inside her mind’s eye.

“The charm’s helping you along,” Ben smiled, bobbing on his feet, “Like last time – you found a book, and it made the whole thing go along a lot quicker.”

Gwen couldn’t help but smile at her cousin’s infectious enthusiasm. “Okay, now what?”

“Now, you’ve got to move it.”

“Magic’s basically just redirecting energy,” Ben explained with a shrug, “Most of the time, it’s through words, but since I can’t remember any spells, and you obviously don’t know what you don’t know, you’re going to have to do it directly.”

“Uh…” Gwen looked at him, uncertain, as the vast ocean of power churned uncertainly, like the sea in a storm. “Are you sure this is a good idea? You can’t show me what to do, and I can’t help but feel skipping right to the hardest part’s not a good idea…”

“Come on, I trust you.” Ben smiled encouragingly, before he tapped the Omnitrix. “Besides, this thing? Doesn’t exactly play well with magic, so I can’t show you.” Yeah, the last thing they needed right now was a repeat with the Retaliator, Azmuth-turned-Evil-Way-Big, and the Omnitrix digitizing and releasing lifeforms whenever it felt like it.

Then again… that might get Azmuth out of whatever hole he was hiding in, running to check on the Omnitrix.

Ben practically had to slap himself to get that idea out of his head. That was such a bad idea, it made that time he tried prying off the Omnitrix’s faceplate look genius.

“So how am I supposed to ‘move’ anything?” Gwen questioned skeptically.

“I don’t know.” Ben unhelpfully offered with a wince. Okay, he knew how wishy-washy he sounded, but the alternative was having no plan, no backup, and no way to fight once Charmcaster showed back up – sure, his aliens would be a big boon, now that he was expecting her, but Gwen, more often than not, proved to be the one thing who could stand in the way of more magical threats. “There’s a lot of hand movements involved when you don’t cast with words, I remember that.”

Gwen shook her head, focusing on a nearby tree. Lifting her hand, she stared at it. With Ben’s unhelpful advice, she tried to move it, tried to push the ocean of magical power out. The redhead could feel the buzzing of the magical aura as it charged…

And nothing else happened. The power being focused by the charm grew, but that was it. It went nowhere, no matter how hard she tried to push the water in the ocean.

“This was stupid.” Gwen ripped the charm off her neck, and slapped it into Ben’s hand. “I can’t use magic, I told you. Stop trying to make me into somebody I’m not.”

Ben stood there, frozen solid as Gwen stormed back into the Rustbucket. A few seconds passed, before he ran up the steps behind her. “Gwen!” He called for her, as she slammed the door to the separate bedroom. “Come on, Gwen!”

“Easy there, son.” Grandpa Max stepped back from the stove in the kitchen, wiping grease from his hands with a hand towel. “She’s frustrated – give her some time to cool off.”

“But we don’t have time!” Ben spun around, “Charmcaster’s going to come back, and we don’t have anybody who can meet her head-on!”

“Really?” Max asked with a raised eyebrow at his grandson, “Fifty aliens in that watch, and you’ve not got a single one that can give as good as it can get?”

“Not against magic!”

Grandpa Max crossed his arms, raising an eyebrow at Ben.

Ben sighed, slumping slightly. “Okay, there may be a few… but look, I just… I need Gwen’s help for this.” He admitted.

“Need it, or want?”

Ben recoiled slightly, blinking. “What kind of question is that? You know I don’t like admitting I need her help!”

“Before we found out that you remade the universe, and are missing people right here in front of you.” Max retorted, sighing as he led Ben over to the table. “Look, Ben, I can’t imagine what you’re feeling right now.”

“You seem to be handling it all pretty well.” Ben shrugged as he sat down, looking up at his grandfather.

Max exhaled, the act of it filled with such moroseness it made Ben want to melt down into a puddle so he didn’t have to face it. “Because I know, Ben. Our universe is far, far more fragile than anyone could ever realize. There’s always a rogue Celestialsapien, or doomsday machine, or space-time hiccup that’s just waiting to snap and end it all in a nanosecond. But Gwen doesn’t have that kind of knowledge weighing her down – not like we do.” He looked down, sternly into Ben’s eyes, “And it’s not fair to her to try and mold her into a replacement for someone she’s never met.”

“But I know she can do it!” Ben replied quickly, shooting back to his feet. “She’s Gwen! All this magic stuff was always right up her alley!”

“It was for the Gwen you know.” Grandpa Max replied calmly, but the statement itself caused Ben to freeze up. The old man lowered his voice, not in a threatening manner, but so the third inhabitant of the RV couldn’t hear. “You see that Gwen and this Gwen as the same. She doesn’t. All she knows about that Gwen is that you seem to care about her more than you do the Gwen in front of you.”

“But…” Ben stammered, closing his eyes. “They’re not the same… But they’re both Gwen.”

“I know, son,” Grandpa Max smiled, placing a hand on Ben’s shoulder, “But try to see it her way. From her perspective, you’re the same Ben you’ve always been. Now, you’re talking about another Gwen that sounds better than she is, and as she’s trying to meet your expectations, she fails. That kind of thing would frustrate anyone, never mind your cousin.”

Ben sighed, looking down. “I just… I know what she can be – what she can do.”

“I know, but she’ll have to get there in her own time.” Grandpa Max replied gently. “You can’t force it.”

“Yeah… yeah.” Ben took a breath. “So, what do we do about Charmcaster?”

“I have a plan for her.” Grandpa Max nodded. “Come on, let’s see if we can’t get it ready before she comes back.”

-----------

Charmcaster let out a primal scream – a bellow of pure, untampered rage – as she threw the fake Charm of Bezel, punting it clear through the drywall of the room she was in. “That bitch!” She yelled impotently, turning a vase over and shattering it into a thousand pieces. “Fool me with a fake charm? Tough luck, Gwendie, I can’t be fooled forever!”

It was frustrating… but not unexpected. Her brain always went to much around Gwen – calm, collected, intelligent Hope went out the window to make way for a ditzy, emotional, bubbly wreck. At least, that was how it was before they went their separate ways. After that, when Gwen showed her face, Hope would become an embittered, snarling animal, ready to lash out at whoever and whatever earned her ire.

She should’ve kept her eyes on the prize – making Gwen regret the day she dumped her. Her! Sure, Hope enjoyed a little bit of drama and gossip, but who didn’t? And it was even better to start up some fresh, new stuff, you know, to see it grow. That always made her feel fulfilled. But no, Gwen just couldn’t let her have her fun, so now here she was, smashing up some poor idiot’s house who was out while she was in there, playing around with magic. It was all Gwen’s fault, and when she caught up to Tennyson, she’d make her pay the ultimate price-

Charmcaster took a breath, calming slightly as she tried to get a hold on her anger. She was mad about the judo flip at school, and she was still bitter about the breakup, but that didn’t mean Gwen deserved to die.

Suddenly, the teenage witch looked down, shaking her head rapidly. “No! I’m not listening, not listening!” She plugged her ears tightly, and began to sing to herself at the top of her lungs – anything to keep the voice from within influencing her. But, alas, it was for nothing.

You couldn’t hide from what came from inside yourself.

Insistently, Charmcaster began to repeat to herself: Gwen deserved to die. She had to die. Charmcaster knew that ever since she opened the Grimoire and began to take in its secrets. It was a nasty thing to hold onto, that kind of anger, and worse was using it to seek revenge. At least, that was everything she’d heard in pop culture over the years. The desire to take vengeance, to kill Gwen, for such a simple slight as stopping Hope from bullying another student, would leave her nothing more than an empty shell of anger, constantly feeding the cycle… At least, according to the movies.

That, however, was entirely the idea.

Magic took training. Training took discipline. Discipline took motivation. And the sole motivation Charmcaster had at the beginning was the desire to see Gwen pay – for breaking her heart, for humiliating her in front of everyone…

If Charmcaster stopped feeling anger toward Gwen, then her motivation would leave her. Then everything Charmcaster had strived for would be for nothing. She knew that since the beginning: All she’d need to do is give into her anger, kill Gwen Tennyson before she could think better of it, and then the hatred, the fire, would be there, etched into her heart forever.

But she had to stop wasting time. The more time Charmcaster spent waiting, the more time she’d have to talk herself out of it. To weaken herself. She had to get Gwen out of the way – Charm of Bezel be damned (though it would be a nice thing to have – perhaps she’d take it as a keepsake after the whole thing was done, to remember Gwen by).

And so, Charmcaster stomped over to the table nearby, and opened the grimoire, perusing its pages for a spell that could be of use.

Holding onto that psychotic resolve, Charmcaster turned the page, and found the rune she was looking for – the same spell she used the first time to find the Tennysons after weeks of practicing.

Charmcaster held her hands aloft over an old (very old, taken from when they were in middle school and still, broadly speaking, friends) picture of her and Gwen, taking in a deep breath. Her eyes began to glow as wind kicked up around her. She pressed her fingers to the rune, and began to draw along it, making a pattern in the circle of ink. “Transitus signum!”

A bright explosion came from within the room, like lightning striking indoors, and in an instant, Charmcaster, the Grimoire, and the picture of her and Gwen, were all gone.

---------

Gwen lay on her side, sighing as she faced the wall. The anger and initial frustration had faded, to the point where all she felt now was just a general attitude of malcontent. Ben was acting like a jerk, trying to push her into learning magic, just because his Gwen could do it.

‘His Gwen, His Gwen…’ Gwen constantly repeated in a loop on her mind, bitter toward Ben for that simple slip of the tongue.

A knock came from the door, before she could hear it open.

“Hey, Gwen?” Ben quietly spoke up. “I just… I just wanted to see how you’re doing.”

“You don’t need to worry about me.” She didn’t turn to meet his eyes, as bitter as she was. “I’m not your Gwen.”

Ben winced – she could sense that much – as he entered. “I’m sorry, that wasn’t cool of me. You are my Gwen, I just… I’ve got to find some way of differentiating you two. It’s not fair, to either of you.”

“You didn’t seem to think that before.” Gwen muttered, shaking her head, “Trying to make me into a copy of her.”

“It’s just magic!” Ben defensively retorted. “I’m not trying to make you into a copy of her-“

“Really.” Gwen hopped up, sat on the bed, and turned to face him with a glare. “Then why are you so concerned with me learning magic, huh?”

“Because!” Ben gestured, “You’re the only one who can fight Charmcaster-“

“I heard you talk to Grandpa, Ben!” Gwen jumped up and poked him in the chest. “You have plenty of aliens that can fight her – Atomix, for one – you just don’t want to. You want me to do it, so I’ll have to learn magic!” She spun around, sitting back down with her back turned to him. She couldn’t get over it – Ben was grieving, sure, but if he was really concerned about what was fair to her and Other Gwen, he wouldn’t be trying to make her fill that slot.

Ben stood frozen for a moment, unsure how to respond. But… there was really only one he could give. “You’re right.” He admitted at last. “You’re right.” He sighed.

“Oh, gee, you don’t think?”

“Gwen, I…” Ben swallowed, shaking his head. “When I was stuck in the past, a friend of mine told me that something was coming. Something horrible, and that I had to be ready for it.” He chewed his lips, looking at her. “He said it’d find its way to us eventually, and… And when it does, I might be ready, but I can’t stand the thought of you not being ready yourself.”

“Why?” Gwen questioned with a glare. “I’m not your Gwen.”

“…you’re not.” Ben shrugged weakly. “But I’ve already caught a taste of what it’s like to lose you. More times than I can count.” Xenon, the Annihilargh…

He was not going to let there be a third time.

“Not again.” Ben spoke that with grim determination. “Not you, not Grandpa, not anyone. Never again.”

“Ben…” Gwen looked at him, tears welling up in her eyes, “What was that place like?”

“…you don’t want to know.” Ben sighed. “I can’t make you do anything. But… at least brush up on your karate and self-defense skills, yeah?”

Gwen’s lips twitched, “I don’t think there’s a problem there.” She looked at the charm in his hands distastefully. “I can’t use that thing. I know you want me to, but I can’t. Not even… Not even against Hope. Especially not her.”

“What exactly happened between you two, anyway?” Ben inquired, throwing the charm off to the side. “You said you figured out what she was really like – how?”

Gwen sighed, shaking her head. “She was jealous. Very jealous.”

“Wait, I know this one-“ Ben held up his finger, “It’s a stock soap opera plot… She saw you and me out in public, didn’t realize we were family, and assumed the worst!”

Gwen shook her head again, unable to laugh. “No. You were on a date with Lucy at the time.”

“Wait, Lucy who?” Ben quietly demanded.

Gwen leaned back slightly. “Lucy Miller, from my school?”

“Oh, thank God.” Ben let out a relieved sigh. “I thought you meant Lucy Mann.”

“Cousin Lucy? Oh, God, no!” Gwen shook her head in disgust, “I would actually have to kill you and hide the body before I’d tolerate you getting an idea stupid enough to involve going anywhere near that harpy.”

“Lucy’s not a harpy-“ Ben blinked, before conceding. “Okay, yeah, she’s pretty damn bad.”

“Anyway,” Gwen sighed, bouncing her leg as she went on, “It was a normal day, everything was fine. Then, this girl in a wheelchair, Emily, shows up to our school. The new student, says the teachers. We think ‘all right, fine, yeah,’ and go on our days. Well, Lana, who was a bitch even back then, got it into her head that because Emily was in a wheelchair, she was going to be easy pickings. I said ‘not fucking likely.’ When all was said and done, Emily was grateful and asked me if she wanted to hang out, so I said yes. Well, apparently that was the wrong thing, because Hope assumed that because I helped Emily and spent a little bit of my time afterward with her, it must be because I was looking to trade in Hope for a newer model.”

“Oof,” Ben winced, “Yikes. Yeah, she sounds… pretty bad.”

“That wasn’t the end of it.” Gwen continued, “The next day, we turn up to school, and everybody’s looking at us funny. Turns out, Hope spread around on facebook that I, quote, ‘wanted to ride Emily like a motorized scooter.’”

Ben spat out, laughing loudly. “O-Oh my God, I can’t-“ He wheezed, “I-I-I know that’s bad, but wheelchair puns-!“

“I can see the humor in the situation now,” Gwen admitted with a slight smile and a blush, “But at the time, I was livid. I had to stop myself from knocking her teeth in… So I dumped her. Literally. I grabbed her and threw her into the pool.”

“Heh, nice!” Ben complimented. “And since then, you guys have been mortal enemies?”

“Yep.” Gwen sighed, shaking her head guiltily. “And now she has magic somehow, and she’s trying to kill me!” She shivered, “I always knew Hope was unstable… but this?”

“Yeah, it’s…” Ben let out a puff. “Something.” The Rustbucket rumbled, quickly followed by the sound of thunder, causing the two to turn and look outside. Stomping feet hit their ears, followed by the door springing open, on the other side was standing Grandpa Max, holding a large, rifle-like weapon.

“It’s her.” Grandpa Max stated tensely.

His two grandchildren looked at each other, and leapt into action, following behind Grandpa Max as they charged out of the Rustbucket.

Their eyes searched the wooded area frantically, looking for any sign of Charmcaster.

Suddenly, Gwen gasped, pointing into the trees. “There!” The two others spun, seeing the movement in the trees, before Charmcaster came barreling out of the woods, contained in what appeared to be a sphere of energy.

“Tennyson!” Charmcaster roared as she came to a stop. Quaking with fury, she pointed at the redhead. “You! You might’ve pulled one over on me at the museum, but don’t think you’ll get the chance to do it this time! You’re going to die, Gwen!” She took a breath, placing her hands near each other as she channeled her magic. “Dolor Cordis!” Charmcaster cast, causing a sphere of energy to appear in her hands.

Ben, wasting no more time, slammed his hand down on the Omnitrix. Immediately, the watch activated, sinking into his skin as the wave of green energy climbed up his body. His skin turned a deep onyx color, becoming a tough, stone-like substance. His ribs popped and cracked as they were bent out of shape, his entire ribcage becoming a uniform, hexagonal mass in his chest. His entire skeleton morphed as his two eyes became one, with crystals popping up all over his body.

The light faded, and he quickly jumped in front of Gwen, right as Charmcaster released her spell on-course for Gwen. The purple ball of mana struck the alien, appearing to collide with an invisible, crackling energy field that surrounded him. The spell vanished entirely, as the transformed teenager began to glow with a hypnotic, shimmering rainbow aura.

“CHROMASTONE!” He shouted at last, once he figured all the attention was on him. God he loved shouting after transforming like that – it always made him feel cool. “You shouldn’t have done that, Charmcaster,” Chromastone recommended, “Mana is just another form of energy – and energy, if you’re as great as I am, can be redirected. Allow me to demonstrate!”

Chromastone threw himself forward slightly, into a pose with one arm crossed over the other. The energy surrounding him flashed, coalescing in one spot, before streaming out all at once in a shimmering rainbow of light.

Charmcaster’s eyes widened in shock, before the blast struck her, and knocked her back. She brought up her hands, bracing herself and digging her heels into the ground to prevent from being knocked over entirely.

Chromastone jumped into action, charging across the clearing as Charmcaster looked up. “I’ll be taking that spell book, thanks!” He balled his crystalline fists, and swung.

Charmcaster ducked out of the way, swooping under the strike and popping back up on the other side. “You’ll get it when you pry it from my cold, dead hands!” She retorted, “Terra Iactum!”

Chromastone brought his arms up to shield again, but was thrown off his balance when he turned out not to be the target of Charmcaster’s spell. The ground beneath him suddenly underwent a violent upheaval, as a pillar of dirt compressed so tightly it might as well have been stone sprung from under the ground, right where Chromastone had been standing.

The force of the hit sent the crystalsapien hurtling into the air uncontrollably.

“Now,” Charmcaster turned to Gwen with a predatory leer, “Second time’s the charm, right?”

Gwen looked up at the rapidly-shrinking Chromastone, frightened at the potential damage Charmcaster’s attacks could do to her… Before she processed that Charmcaster just sent her brother-from-another-mother into low orbit, and that was not something Gwendolyn Ashley Tennyson was not going to stand for.

Indeed, in the immortal words of Darkwing Duck: She got dangerous.

Gwen saw red as she charged forward, Charmcaster bringing up her hand to cast another spell. However, close as Gwen was, it was entirely too late to be effective. Gwen grabbed Charmcaster’s arm, and twisted, earning a pop for her effort as Charmcaster was forced forward.

“Agh!” Charmcaster screamed, bringing her other hand up. “Ventus Expelliarmus!”

Gwen gripped on tight, only to be blasted back, by what felt like a giant fist composed of swiftly-moving winds. Gwen was propelled, away from Charmcaster, rolling in the dirt to a stop.

Gwen rolled back over, just as Charmcaster approached, slamming her foot on Gwen’s stomach.

“I was going to make it quick and painless,” Charmcaster spat down at Gwen, “Just a little heart attack spell, but now? Now, it’s going to hurt…” She spread out her fingers, bringing them down upon Gwen’s forehead.

Immediately, a painful, searing sensation crept through Gwen’s skin, into her head. The redhead screamed in agony, trying to kick Charmcaster off.

“That’s right, Gwen, scream.” Charmcaster cackled.

“Hands off my granddaughter!” Grandpa Max bellowed, firing the gun at Charmcaster. The witch spun around, attempting to bring her hands up to shield herself, but it was entirely too late – the old man having ‘led’ his shot in a way by purposefully blowing the element of surprise. He had to – the plan wouldn’t have worked if Charmcaster had her back turn.

The projectile struck her in the face, unfolding and looping around, connecting to itself at the back as it clamped over her mouth. The girl screamed in surprise, muffled by the device over her mouth, as she tried to pry it off to no avail.

“Plumber-tech muzzle,” Grandpa Max stated, putting the launcher to rest on his shoulder, “Works on species that can scream loud enough to cause permanent hearing loss, so I figured it’d work on someone who needed to speak to use magic.

“You couldn’t have done that before?” Chromastone’s voice echoed from above, as he floated down to the Earth gracefully.

“I couldn’t get a clear shot.” Grandpa Max shrugged in reply.

Chromastone shook his head, switching back to normal as he walked over to help Gwen to her feet. The redhead clutched the hot spot on her head – it felt like she was about to cook from the inside out, but other than that, she was fine.

That left one problem to deal with.

“Hope,” Gwen glared at her old girlfriend, quaking with anger, “That book of yours – hand it over.”

Charmcaster glowered, turning to run.

Ben sighed, rolled his eyes, and brought up the Omnitrix. Activating it, he changed again. “Big Chill!” The bipedal, moth-like alien jumped, gliding through the air faster than Charmcaster could run, and he quickly caught up to her, landing and grabbing her, turning her back around to face Gwen and Max.

Charmcaster’s eyes blazed with fury, as she tried to yell at the Tennysons, muffled by the mask.

“You know what, I’m done being polite.” Gwen furiously stomped over, pulling open the coat Charmcaster wore. The witch thrashed and tried to kick, before Gwen pulled the book out, away from Charmcaster. “You know, all this does is prove exactly what I always thought about you.” She shook her head chidingly, “You get magic, powers that other people would dream about having, and what do you do with them? You use them to try to hunt down and deal with petty, old bullshit. Because that’s just who you are, Hope. You can’t let go. That’s why I dumped your ass.”

Charmcaster shook, but looked down, utterly silent.

For a moment, they thought that was the end of it, but as Charmcaster stood there, Big Chill couldn’t help but feel some persistent unease. Charmcaster’s arms suddenly shot out, and gripped onto the book, forcing it open and to a page with a large, circular rune printed on it. Desperately, Charmcaster swiped her hand the rune, Gwen’s attempts to pull the book back causing the witch’s pattern to become jagged and unfocused. The rune in the paper began to glow, as storm clouds gathered in the sky.

Like Zeus himself had intervened at Charmcaster’s behest, a branch of pale violet lightning fell from the sky, striking Charmcaster directly, and blasting Gwen away.

“Gwen!” Big Chill ran over as his sight returned from the temporarily blinding flash. “Are you all right!?”

“Fine.” Gwen breathed heavily, sitting up. She looked at the spot where Charmcaster had been, only to see a charred, blackened patch of grass on the ground, with whisps of smoke rising and disappearing. “She must’ve used a teleport spell.”

Big Chill reverted back to Ben, and he looked down at Gwen with a questioning expression. “I thought you couldn’t use magic?”

“She called down a bolt of lightning and she’s gone.” Gwen retorted as she pulled herself back up. “She either teleported, or she vaporized herself on general principle.”

“Ah.” Ben blinked, clearing his throat. “So, she’s going to be back pretty soon then. Great.”

Gwen’s eyes searched the clearing, widening as she saw the pages scattering themselves to the wind…

Including the page holding the teleportation rune. It floated down, blowing over to Gwen as though it were attracted to her.

“The book – it must’ve been pulled apart when that teleportation spell was cast, being held onto by you and Charmcaster at once.” Grandpa Max theorized, as Gwen looked at the page, front and back.

“She must’ve needed that page to do the teleportation spell,” Gwen entered in, furrowing her eyebrows, “So, wherever she sent herself, she’s stuck there… I think.” She blinked, sighing. “I hope.”

“Probably.” Ben shrugged, “I mean, if she could’ve done it at any time, she wouldn’t have had to open the book and touch the rune to do it, right?”

“That’s just what I was thinking.” Grandpa Max nodded in agreement.

“Okay…” Gwen frowned, “So… Where’d she send herself?”

-----------

Charmcaster looked around, in frantic fear at the unfamiliar surroundings she’d found herself in. A purple sky, the color of magic itself, extended in all directions. Floating islands, connected by bridges of stone, was the ground beneath her feet. Strange creatures flew between the islands, gliding like giant bats.

The teenage witch ducked into a cave, trying to mask her shivering terror. She couldn’t panic – she was just in… somewhere, with no teleportation rune, and no knowledge of how to make one from scratch.

But she was alive, that was the important bit. As long as she was alive, the situation wasn’t hopeless. All she had to do was compartmentalize, and prioritize. First priority: getting the muzzle off.

She could conjure food and water if she needed it from the energy in her surroundings, but she wouldn’t be able to do that if she couldn’t speak. Grabbing a stone, Charmcaster braced herself, and slammed it into the muzzle, breaking it on the hinge. Feeling the unobstructed air flowing through her airways now, she took in a breath, and spoke freely. “Confringe!” She pointed up at herself, causing a spark to shoot out from her fingertips, and hit the muzzle, shattering it into pieces. “Ah, much better…” Charmcaster sighed.

“Well, well, well, what have we here?” A voice came from the shadows, causing the witch to spin around with her hands poised threateningly.

“Who’s that!?” Charmcaster demanded. “Show yourself!”

“Now, now,” The voice’s owner stepped out of the shadows, smiling dangerously, “Talking to yourself, are you?”

Charmcaster’s arms dropped to her sides in shock, as she saw herself standing there, only… different. She was much older looking, wearing a sleeveless purple top, and a black headdress in the shape of horns. “What the…? Who are you? Why do you look like me!? Is this a trick!? Tennyson, if that’s you-“

“I’m not any of them.” Her older reflection paced around, looking her up and down appraisingly. “I came here following a breach in the fabric of the world. I had expected to find dear old Gwen here, not a copy with no memory to her name and the Timewalker’s stench rising off her. Do you really not know where you came from, pup?”

“I’ve never been here.” Charmcaster hissed, “And I don’t want to be.”

“Hmm…” The older woman smiled, “Oh, my, this is wonderful. You’re in Legerdomain.”

“Where?”

“The wellspring from which all magic in existence flows.” Her doppelganger smiled, gesturing widely. “And I am its ruler.”

“This is ridiculous,” Charmcaster spun around, “I don’t care if this place is Wonderland, I’m leaving-“

“Wait,” Queen Charmcaster stopped her double with a firm, insistent hand, “You’re here because of Gwen Tennyson, yes?”

Charmcaster looked at her, up and down, suspicious. “What do you know about her?”

“Oh, I know all about Gwen Tennyson.” Queen Charmcaster smiled, putting an arm around her younger copy and leading her out of the cave. “Come with me, I’ve got a lot to tell you…”

Chapter Text

Gwen groaned as she lay inside the Rustbucket, sprawled out all over the table. Nearby, the TV was on, delivering a newscast from the depths of a chilled recording studio. Lucky newsfolk, inside their buildings with working AC…

“Local leaders are concerned with the latest record-breaking highs this summer.” The newscaster recited in a well-practiced, clipped voice. “Though temperatures across most of the country remain at global averages, the southeastern U.S. has experienced a recent heatwave. Daily highs of more than one-hundred and twenty degrees have thus far been recorded, and are only expected to increase. Governors of many southeastern states such as Georgia, Florida, Alabama, and South Carolina have declared states of emergency, urging citizens to stay in air conditioned environments.”

“Ugh…” Gwen groaned again at the obvious news, fanning herself with a book. “Just tell me it’ll go away…”

“Experts predict the heatwave will last for up to eight days.”

“Screw. You.” Gwen wheezed as the door opened, allowing someone to walk into the camper. She looked up, to see someone entering. “Santa? You’re a long way from the north pole… and you don’t have your beard.

“Heh,” Grandpa Max chuckled, rubbing a bit of mechanical gunk off his hands, “No magical fat men here, pumpkin, just me. Where’s your cousin?”

Gwen weakly flapped her hand off in one direction, toward the fridge. Max frowned, walked over, and opened the freezer, to see Big Chill inside, holding one of his portable game systems. Max arched an eyebrow, as the Necrofriggian looked up.

“Ah…” Big Chill exhaled. “Grandpa. Can you close the door? I’m on a date with Marin…”

Grandpa Max blinked with a deadpan look on his face. “Where you taking her, son? To the ice cream, or the sweet peas?”

“I think the ice cream might be-“ Big Chill began to respond at first, cutting himself off with a humorless expression. “Funny."

Grandpa Max chuckled, but still, leveled a finger in Big Chill’s direction.

“Aw, man…” Big Chill sighed, but remained as such, even as he left the freezer.

“Ben, I want you to stop and think about this for a moment,” Max began, looking at his grandson sternly, “You’ve got an alien with cold powers.”

“Yessss…” Big Chill hissed slowly in response.

“It’s a hot day out,” Max continued, gesturing, “The AC’s busted.”

“Go on…”

Max crossed his arms, looking at Big Chill with a raised eyebrow.

“…oh!” Big Chill suddenly exclaimed in realization. He turned his mouth upward, letting out a gust of cold air, like an AC turned up full-blast, only far colder than most air conditioners could ever hope to get to without freezing themselves.

Gwen let out a happy sigh, throwing her head back as she began to really relax. “Finally. Took you long enough.”

“Sorry, heat frying my brain.” Big Chill shrugged.

“Trust me, it doesn’t need to be hot out for that.”

Grandpa Max chuckled, shaking his head before he sighed. “All right, kids, I’ve got good news and bad news.”

“…least it’s not bad news and worse news, right?” Gwen asked hopefully, looking to Big Chill for some backup. The Necrofriggian merely shrugged, continually exhaling all the while to keep it cold.

“Good news is, I know what the problem is.” Grandpa Max held up a small part in his hands, “AC Compressor’s burned out,” He looked toward Big Chill, “It seems somebody went Upgrade and pushed it past its limits.”

“…I have no idea what you’re talking about.” Big Chill deflected, turning away.

Gwen sighed, shaking her head. She looked to Grandpa Max, fearful and reluctant. “What’s the bad news?”

“Bad news is; it’s going to be a pretty little minute before I can fix this.” Grandpa Max explained, looking at the compressor. “I’m going to have to go to the auto part store and see if they have a new one in stock.”

“Which means we’re going to have to sit here…” Gwen groaned miserably, feeling like she was about to melt.

Grandpa Max shrugged sympathetically. “I’m trying, don’t worry. I’ll have our AC back up and running by the end of the day.”

“Can’t we just,” Big Chill hissed, “Go somewhere where it’s cooler?”

“The heat warning extends to the roads, doofus.” Gwen muttered, “There’ve already been plenty of cars whose tires have melted already.”

“Really? Well… damn.” Big Chill blinked in surprise. He figured it’d have to be at least 200 degrees for that to happen. Then again… It was hot, sunny, and the roads were, well, tarmac.

“There is a waterpark just down the street,” Grandpa Max recalled with a slight smile, before he began to move toward the door, “I bet XLR8 could get there in a jiffy.”

Big Chill quickly turned back to Ben, and he and Gwen looked at each other.

“Get the swim gear?” Ben asked of Gwen.

“Absolutely!” Gwen jumped into action, and the duo hurriedly rushed around the Rustbucket, finding everything they’d need for a day at the waterpark.

Grandpa Max chuckled, as he descended the steps, leaving the RV. “Have fun, kids!”

He shut the door behind him, and immediately felt a bead of sweat drop from his head.

It was gonna be a long day today.

-----------

“Here we are!” Ben said, setting Gwen down on the ground as he turned back to himself from XLR8, clad in his swimming trunks. “The waterpark.”

“Eugh, overpriced fast food and drinks, and water with a potentially catastrophic amount of kids’ urine in it.” Gwen made a face, shuddering in disgust.

Ben looked at her sideways as they made their way through the line. “Why’d you come, then?”

“Because I’d rather take my chances with this place, than roast to death inside the oven the Rustbucket’s become.” Gwen replied seriously.

“Good point.” Ben reached the ticket stand, quickly paid, and they rushed in. “So, waterpark, a park with water… I haven’t been to one of these for a while.”

“Really?” Gwen inquired. “There was that one we went to when we were thirteen, remember?”

Ben shook his head.

“You cut your hand on purpose and let the blood just go into the water?” Gwen pressed on. “There was nothing but ‘Pool’s closed’ jokes out of your mouth for the whole rest of the day?”

“Nope, don’t remember that.” Ben shook his head again.

“Oh my God…” Gwen sighed, shaking her head. An awkward silence fell between the two, before she perked up suddenly. “Hey, I know! I’ve got all the pictures saved on my laptop, I could show you. Take a trip down memory lane.”

“Well…” Ben hummed thoughtfully, before smiling. “That doesn’t sound like a bad idea.”

Gwen smiled back, and they looked around, contemplating what they wanted to do first, before the peace of the moment was shattered.

A tremor ran through the ground, followed by crowds running and screaming in a terrified stampede.

“What’s going on!?” Gwen looked around frantically, as the ground pounded.

“I dunno, but-“ A strange shadow, like shimmering water, fell over the two cousins, cutting Ben off. The duo looked up, gasping as they saw a giant blob of water pulling itself along the ground, roaring as it thrashed around.

Ben let out a groan. “How come whenever I want to do something, the alien of the week has a problem with it?”

The water-creature roared, snarling as it brought itself down into a pool, and brought itself back out, yanking out the contents with it.

“Tell me you have an alien that can handle that thing.” Gwen practically begged as it got closer.

Ben frowned in thought, “Let’s see… Overflow’s out, and everything with water in their bodies.” Ben muttered as he brought up the Omnitrix, cycling through the options quickly. “Projectiles will go right through…”

“Ben!” Gwen hollered as the creature sloshed within feet of them.

Ben slammed his hand down, exploding into green light.

“NRG!” The Prypiatosian appeared clad in his huge, furnace-like containment suit, light glowing from within through the three slits near the top. “Tell me, Gwendolyn, what happens when you throw water into a nuclear reactor with no safeguards?”

Gwen’s eyes widened, before she quickly dove of the way, intent on putting as much distance between herself and the alien brawl as possible.

“Ah, see, she has the right idea!” NRG balled his fists as the light from within his suit glowed ever-brighter. “When you introduce an uncontrolled reaction, you get heat… and the water inside the reactor vaporizes!” The Prypiatosian declared, before letting a beam of radioactive heat stream out through the slits in his suit.

The water creature screeched as the beam struck it, flash-vaporizing the water that comprised its being. Gravity took over, sending it falling as NRG directed his gaze up and down, back and forth, working through the entire thing easily.

The creature let out a scream, before it vaporized, entirely, the water it had been made of drifting into the sky. Something it held within, however, was left behind, falling to the ground.

“Ben!” Gwen hissed, ducking into the shade, breathing heavily. “You’re cooking me alive over here!”

“What?” NRG blinked, walking over to the object. “It’s not me, it’s this.” At least, he felt fairly confident it wasn’t him, because he was starting to feel the heat as well. He looked down, spotting a small, basketball-sized sphere of metal, covered in blinking lights and ports of some kind. The Prypiatosian lifted his heavy foot, and brought it down, crushing the object.

A blinding explosion came from the shattered metallic ball, before it faded, along with the heat.

“You… did it?” Gwen confusedly questioned, walking over. “What just happened?”

“Gwendolyn, dear cousin,” NRG began in reply, “I’ll be damned if I could tell.” He looked up from the sphere, looking around at the bone-dry water rides. “…well, this was an utter waste of time.”

----------

“It looks like a Techadon Osmosis Engine,” Grandpa Max picked at the remnants of the device with a curious eye, “It was probably left to rust out in the wilderness somewhere, then the heat caused it to overheat.”

“So the rampaging in the center of the giant water monster was it trying to cool itself down.” Gwen nodded in understanding, frowning. “It’s kind of weird how it didn’t do that until we got to the water park, though.”

“It is an odd coincidence.” Grandpa Max nodded in agreement, as he moved the remains of the device off the table, storing them in a compartment nearby.

“It’s not coincidence.” Ben shrugged flippantly.

“Oh yeah?” Gwen questioned, “How do you know?”

“Because this is how it always would happen,” Ben rolled his eyes, “The three of us, we’d roll up to a town, a bad guy with some freaky stuff only I could deal with would show up at the exact same time we would, I’d beat them, learn a lesson about trust, or caring, or something, and we’d move on.”

“So,” Gwen crossed her arms teasingly, “Then what’s the lesson learned here?”

“Don’t let your devices overheat.” Ben shrugged. “They turn into giant rampaging monsters when they do.”

Chapter Text

A foul stench hung in the air, clumps of pet dander floating around like dust in sunbeams, as smoke and sparks came from a worktable in the stuffy, dusty old workshop.

“There is a war on, across time and space. And my side, we want nothing more than to ensure victory. And to help us achieve that, all you must do is destroy Ben Tennyson. That child with the DNA alterer.”

The mad scientist, the undisputed genius when it came to anything that altered DNA, chuckled madly to himself as he shook in place, continuing his horrible work.

“Now… Aloysius James Animo, close your eyes…

And remember.”

Doctor Animo set his tool off to the side, looking happily down at his workmanship… and remember, he did. He remembered everything – two histories, one where he was a mad scientist, snubbed out of an award because of his experiments on animals, and another, where he was a world-renowned pioneer in the field of DNA transmogrification, until sabotage destroyed his career and his sanity.

He also remembered Ben Tennyson, the brat who had interfered with his plans time, and time, and time again.

He remembered being D’Void, trapped in the Null Void for half a decade.

He remembered Cesar Salazar, the promising young scientist who took his research.

For Doctor Aloysius James Animo was a child of two universes – and now, he remembered both. He regretted his admittedly understandable skepticism now, for now he wondered how he’d never noticed it before. But now, he did notice. He knew the world was wrong.

And he’d been given the tools to fix it. All he had to do was kill Ben Tennyson. Make no mistake, however, he was going to do that with his memories returned to him, regardless of whatever promises of power or technology he’d been made.

Though, to speak, it was a wonderful gift he’d been given. The gift to destroy Ben Tennyson.

Animo moved his goggles to his forehead, looking down at his creation with a crooked smile. Grabbing it, he held it up triumphantly. “At last, my greatest creation is complete!” He boasted to absolutely no one, as he giggled to himself madly. “To fight Ben Tennyson on an even playing field… At last, victory shall be mine!”

He turned, approaching one of his many pets with a dark smile.

Yes, Ben Tennyson would die…

And after so many years, Animo would finally triumph.

---------

The city of Atlanta, GA – the New York of the South, one of the big hotspots for the civil rights movement, and the Tennysons’ latest stopover on their world tour.

“Ah,” Grandpa Max took in a deep breath as they drove down the city streets toward their destination, “You’ve got to love that city air. Gas, smoke, and sweat. The smell of life.”

“Is that what they call it?” Gwen asked in disgust, crinkling her nose as she turned back to look at her computer, pointing at a picture of her and Ben when they were thirteen. Ben on the screen was stiffened up, clutching himself as water washed over him. “That was taken when cousin Sunny came to visit – she was out of frame with a bucket of icewater.”

“Heh.” Ben chuckled. “So… she’s not totally unbearable here?”

“I didn’t say that,” Gwen smiled teasingly in response, “Just that we hung out with her.”

The brakes of the Rustbucket hissed as Grandpa Max pulled into a gas station, and stopped. He put the RV in park, and stood up, stretching his back. “I’m going to get us some snacks for the road,” He spoke, moving toward the door, “I’ll be right back.”

“Okay,” Ben wiggled his fingers, yawning as he leaned back against the seat.

Gwen’s head swiveled towards him with a gentle look. “Are you all right?”

“Huh?” Ben blinked, before shrugging, “Yeah, fine.”

“I just thought, you know, given how disappointed you seemed that I didn’t want to learn magic…”

“Oh, no, no, no no.” Ben shook his head. “I mean, I would’ve liked it if you learned magic, but you were right.”

Gwen snorted. “You don’t say that much.”

“Hey, it happens, even if I’d rather pretend otherwise sometimes.” Ben sighed, looking downcast. “You were right. I was trying to mold you into her… and that was pretty shitty of me.”

“It was.” Gwen nodded, before sighing herself. “But I think you had some good reasons. I can’t imagine losing what you lost, then seeing us walking around…”

“Then being told you can give people back their skills and powers the same way you got yours back, by recreating the circumstances they got them in.” Ben finished, leaning on his arm.

Gwen shrunk slightly in his gaze, as he was staring at her. “Uh, do I have something on my face?”

“No, no… God, you really are just like her.” Ben breathed out.

Gwen looked sideways at him, before her look softened. It would’ve been easy to get back into the same argument they’d been having, but Ben looked so sad sitting there…

“You really miss… me, don’t you?” Gwen asked rhetorically, causing Ben to huff.

“What gave it away?”

That was it. Gwen closed her laptop, and turned her whole body to face Ben with a curious look. “Tell me about her. Your Gwen.”

“You’re my Gwen too-“

“Then the first Gwen.” Gwen probed. “Tell me about her.”

“Well…” Ben wet his lips, looking up in thought. “When we were kids, you and I argued. A lot. Like, really, there were some days where you turned murderous. Wouldn’t ever let me live down my stupid moments. I might’ve deserved it, though.”

Gwen chuckled softly. “I’m sure you did. But that’s not really about her,” She prodded gently, “Come on, you have to have your opinions about her.”

“Uh…” Ben swallowed thoughtfully. “Well, she was just like you. She was smart, scary smart, and she knew karate, and she was so compassionate until she got pushed to the edge…”

Gwen smiled softly. “Sounds like you miss her a lot.”

“…yeah.” Ben admitted at a whisper, taking slow breaths. “I do.” He took one big, deep breath, before smiling. “So, tell me about him. You know, me, before I… took over.”

“Well,” Gwen gestured theatrically, “You were dumb, thought you were hot shit, couldn’t keep it in your pants-“

“Huh?”

“Ben, half the girls at my school hated me because you left a trail of broken hearts behind.” She pointed, frowning. “And not in the suave, James Bond way, but in the ‘I’m sorry, but I couldn’t be bothered to show up to our date because I was too busy playing Halo with Cash’ way.”

“Oof,” Ben winced, “Seriously?”

“Let’s see,” Gwen began counting on her fingers, “There was Lucy, Esther, Julie-“

“Julie?” Ben repeated in shock. “Julie Yamamoto?”

Gwen nodded. “Why? Know her?”

“Yeah, she was… she was my girlfriend, before everything went belly-up.” Ben mumbled, looking down dejectedly.

“Oh.” Gwen blinked, “I’m sorry.”

“…yeah.”

The two fell into an awkward silence for a little while, before Gwen spoke up. “You know, I never had a brother.”

Ben’s eyes went wide with dread, as he stared at Gwen, shocked. “No… No Ken?” He forced out, sounding hoarse.

“There’s a Ken on… I can’t remember if he’s on Sunny’s side of the family, or Eunice’s.” Gwen shrugged. “Sorry.”

Ben let out a slightly relieved sigh. So, Ken wasn’t gone entirely, but still… “He was your brother. In the last universe.”

“Oh.” Gwen could only speak that much. “I’m sorry.”

“Don’t be.” Ben shook his head. “I’m the one who’s fault it is.”

“Look, Ben, the whole reason I brought it up-“

The RV’s door opened, as Grandpa Max returned, with an armful of snacks and drinks. “Well, I’m back!” He smiled, setting them all down on the table in front of them, before he went back over to the driver’s seat, and put them back into motion.

Gwen glanced at her cousin, “We’ll finish this later.”

“Yeah.” Ben hummed, leaning on his arm as he was dragged into his thoughts. They sat like that, in an awkward silence for some time, without even any music playing as they passed through the city.

Suddenly, Max slammed on the brakes, followed by the loud blaring of sirens echoing into the camper.

“Grandpa?” Ben directed up toward the front, frowning worriedly. “What’s wrong?”

“Police.” Grandpa Max replied, keeping his eyes trained on the cruisers as they went speeding by down the road. “Hold on, kids!” He advised, before turning to give pursuit.

“Wait, we don’t know where they’re going!”

“Not yet,” Grandpa Max replied calmly, keeping the wheel straight, “But we’ll get an idea in just a second.” He reached over to the dials on a section of the dash, twisting them and clicking a few switches. Moments later, sound came to filter out of the radio.

“All units, be advised, there’s some kind of giant… bug on the loose! It’s destroying everything!”

“Giant bugs…” Grandpa Max shuddered in disgust. “Of all the things…”

“How’d you do that?” Gwen asked curiously as she hopped up to the passenger seat, with Ben standing behind and holding himself up by the seat backs.

“Om-comm,” Grandpa Max tapped the radio in explanation, making sure to be focused on the road all the while, though the Rustbucket could doubtlessly tank whatever hits it got itself into, “Standard issue tech for Plumber operatives. We’re patched into every major form of communication there is – radio, phones, satellites… That way we can always keep on the up-and-up about local developments.”

“Okay,” Gwen nodded in quick understanding, “So, giant bug, any ideas about that?”

“I don’t know,” Ben admitted, a tight feeling in his chest, “But this just happens to happen so soon after the last issue with the giant monster in the water park just popped up out of nowhere? I don’t like it…” He frowned thoughtfully. Paradox had said the Time War would find its way to Ben eventually… Was this it? Enemies popping up out of nowhere to cause havoc to try and kill him?

He didn’t like it, not one bit. And Ben especially didn’t like that the mysterious Enemy would be so ready to set his goons loose on innocent people to try and get to him.

The trio in the RV swayed as Grandpa Max turned the corner, and slammed on the brakes, sending the vehicle to a stop. The inhabitants looked outside, frozen, as what appeared to be an enormous mutated wasp flew around.

“Okay… so it’s not the kind of ‘giant’ bug where you’re just playing it up for laughs.” Ben blinked, before he grinned cockily, bringing up the Omnitrix. “Lucky for me, I’ve got the perfect pest control right here!” He slammed his hand down, allowing the transformation to overtake him.

Ben shrunk down, his skin turning a plasticine white color. His features became more angular and mask-like, as he became very, very small – the size of a small child, in fact.

“ECHO ECHO!” He declared, before jumping out of the side door of the RV.

The diminutive Sonorosian ran across the ground, looking up at the giant, rampaging wasp. The creature looked to be entirely fleshy, completely free of the exoskeleton most insects possessed, and on a collar looped around its chest appeared to be a hexagonal badge, with two rows of white spikes moving along the top and bottom against a solid red background, like an open, spiky maw.

Echo Echo’s face twisted into a smile, before he took a deep breath, and opened wide. The sonic alien let out a cataclysmic screech, the sound waves so powerful they had a visible effect on the air, as they struck the alien wasp. The sudden change in the air was enough to knock it down, before Echo Echo began to vibrate, and split apart, forming a circle of copies around the wasp.

“Wethinks you shouldn’t have done that, you oversized bug!” The Echo Echoes spoke together, smiling smugly. “We’re not some beehive you can tear apart from the inside out cause we’re too stupid not to notice!”

“On the contrary, my old friend!” A voice came from above, causing the Echoes to look up in surprise. It was Doctor Animo, in a raggedy, tattered labcoat, stained by years and years of use and abuse, sitting atop the back of another enormous, mutated cockatoo, perched on a nearby rooftop.

“Animo!” The Echoes narrowed their expression into identical scowls, glaring at the mad Doctor.

“Ben Tennyson, how wonderful it is to see you again!” Animo declared, causing the Echoes to recoil in shock. “Surprised? You shouldn’t be! I know all your secrets now! What you’ve done to the universe, how you accomplished it, and what needs to be done to undo it!”

“That’s crazy talk!” The Echoes tried to bluff, hiding the sheer pants-browning terror they felt at the fact that it was Animo, he was back, and he remembered. “You have no idea what you’re talking about!”

Animo’s face twisted in fury as he frothed at the mouth. “Don’t try to play me for a fool, child! I am your mortal enemy! The one who has haunted you since you were naught but ten years old! The Conqueror of the Null Void! The King of Beasts! I… am… ANIMO!” He cackled, utterly deranged, shaking as his madness flooded his veins.

“…dude,” The Echoes looked at him, concerned, “You’ve got some issues.”

“Ah, but I am not the one playing about at godhood!” Animo retorted with a harsh, hateful grin. “But once I end you, everything you’ve affected shall return to normal, and the peoples of the universe will have me, Doctor Animo, to thank for it!”

“You want to kill me?” The Echoes goaded with a grin, “Come and try it, brainiac!”

Animo clicked his tongue quickly, wiggling his finger. “Now, Tennyson, you know me better than that. I do rarely like to get directly involved - still, the instrument of your destruction is nevertheless one of my design – observe!” He bellowed, lifting his arm to show off the device clamped to his wrist.

The Echoes all collectively recoiled in even more shock as they saw what appeared to be an Omnitrix strapped to Animo’s wrist, only with four, tube-like stalks curving up and off the body around the dial.

This was turning out to be a really, really bad day.

“Using the principles of your own Omnitrix, I have created a version of the device to allow non-sapient creatures to assume the forms of other creatures! And to that end, I have filled it with the genetic samples of some of the most deadliest creatures in the universe – the natural predators of your own alien transformations! Behold!” Animo yelled, “The Nemetrix!”

The Echoes’ eyes widened in sudden horror as they beheld the hexagonal symbol attached to the red collar on the alien wasp’s body.

“Animo…” The Echoes gulped, breathing gravely, “That kinda thing isn’t a toy! Where did you even get those plans!?”

Animo cackled. “A strange old man in a white coat gave them to me! Oh, but they were sheer poetry, my boy! When I realized what it was they were, I just had to build the device, and now behold! Feast your eyes upon a whole menagerie of creatures evolved for the sole purpose of killing you!” Animo slammed his hand down on the Nemetrix’s control remote, causing the giant wasp to transform in a quick flash of orange light.

The wasp had become a large, wolf-like alien, with no ears, and its whole body covered in a thick, foam-like fur. It jumped into the air, splitting apart into dozens of copies, one for each Echo Echo.

The Echoes drew in a breath, instantly deciding on the proper course of action all at once. “Echo Chamber!” They proclaimed together, shouting at the top of their lungs. The traveling soundwaves shot towards the wolves, striking them head-on.

The wolves shook and shuddered, but remained standing, as the foam-like material absorbed the sonic attacks like soundproofing pads absorbing sound. The wolves growled, and pounced, attacking the tiny aliens.

The Echoes screamed in terror and began to run around frantically, losing all semblance of group cohesion as they jumped away from the wolves, recombining back into one. Echo Echo punched the dial on his chest quickly, and changed, morphing into a large, ape-like alien made of living, multicolored plastic.

“Bloxx!” The Segmentasapien turned around, narrowing his eyes. “Bad dogs!” He growled, reconfiguring himself on the fly. Stretching himself, Bloxx, looped his limbs around the dogs, forming a circle, before he went up, curving and sealing everything inside the dome created by his body. “Whew.”

Animo let out a mad chuckle, “Two can play at that game, Tennyson!” He declared, as he turned the dial on the Nemetrix’s remote yet again.

Bloxx looked up in concern, before he felt the wind get knocked out of him from within, followed by a large, rocky, six-legged alien ripping through the thick wall of living plastic with its horn like it was tissue. The Omnitrix began to beep and flash red, knocking Ben back to normal, sending him rolling down the road.

“Ow…” Ben groaned, forcing himself back to his feet. His eyes widened as he spotted the charging creature, and he took a defensive stance, gulping as he was unsure of how to fight against something made of living stone that wanted him dead, with no Omnitrix.

“Ben, duck!” Grandpa Max shouted from behind, causing Ben to throw himself to the ground. A massive bolt of energy whizzed by overhead, striking the animal and sending it flying.

“No!” Animo hissed, turning to look down at the Tennyson family. “You haven’t won yet, Tennysons!” He declared, taking off.

“You all right!?” Gwen rushed over, helping Ben up.

“Yeah, yeah, fine…” Ben breathed heavily, as his heart pounded in his chest.

“Come on,” Grandpa Max ushered them back into the Rustbucket quickly, throwing looks over his shoulder back to make sure Animo was retreating, “He’s going to come back, and I don’t want to be around people when he does.”

Ben weakly nodded, allowing them to help him into the RV.

Grandpa Max quickly ran up to the driver’s seat, slammed down into it, and threw the RV into gear, flooring it to get out of there.

“That was Animo,” Grandpa Max redundantly stated, glancing in the mirrors, “What was he going on about?”

Ben took in deep, needy gulps of air, as he thought about what Animo said – specifically, the parts about fixing what he did to the universe.

And, more specifically, the strange old man in the white coat he’d mention.

“I don’t know…” Ben muttered, “But I don’t like it."

“Well, it looks like you’ll get the change to ask him.” Gwen gulped nervously, looking in the mirrors as well to see Animo flying alongside the wasp. “He’s coming back.”

Ben looked at the Omnitrix, still glowing red.

Hopefully it recharged before Animo caught up to them.

Chapter Text

The Rustbucket rattled as it charged down the highway, its engine roaring like a furious animal as it pushed top speed. All the while, a giant, mutated cockatoo with a man on its back flew overhead, alongside an enormous, alien wasp, keeping up with the vehicle effortlessly.

“He’s gaining on us!” Gwen sounded the alarm, sticking her head out the window.

“Drat.” Grandpa Max cursed, looking toward Ben. “How’s that watch, son?”

“Still in the red!” Ben replied, looking down at the Omnitrix with ill-concealed worry. Something was very clearly wrong – the watch was still in recharge mode, which shouldn’t have been possible, given that Albedo had turned off the limiter.

Unless… Eon had neglected to turn it back off when they ran into each other and that whole mess was said and done.

“Damn it, I hate how failure-prone this thing seems to be…” Ben cursed, pressing the activation button anyway. The Omnitrix’s red portions flashed a lighter red as it let out a deep, harsh beep, and did nothing else.

“Then it looks like we’ll have to take care of this the old-fashioned way.” Grandpa Max decided, flipping a switch on the dash. The RV suddenly rocked, letting out mechanical whirrs as part of the dash in front of Gwen’s seat unfolded, followed by a joystick and screen sliding out toward her.

Ben blinked in surprise, before he spotted the glare of sunlight bouncing off metal pass through the cabin, and he turned his gaze outward, towards the two smokestacks on each side of the Rustbucket. Hooks, or arms, unfolded from lower inside the stacks, clamping onto the pipes’ tips and pushing them up. The chunks of pipe swiveled around, as barrels or emitters of some kind emerged from what had been the bottom, leaving the top of the stacks pointed in the opposite direction, devoid of anything.

“Woah!” Gwen gasped in surprise, as the screen lit up with an exterior-feed of the RV, with crosshairs draped over it. “Grandpa, what kind of Evangelion bull crap-“

“Starship-grade turbolasers.” Grandpa Max glanced at his grandchildren somewhat sheepishly. “I’m not technically supposed to have them.” He looked to Gwen sternly, before turning his attention back to the highway, weaving through the vehicles in the way. “Keep those things on low. We want to take Animo in, figure out what he knows and how he knows it.”

“Got it.” Gwen nodded, turning her focus to the screen. She took, aim, and squeezed…

--------

Calamitous, high pitched screeching came from the RV as its two smokestack-weapons fired bolts of green energy at once. Animo saw the bolts coming for him quickly, and dove out of the way, clinging on furiously as he righted himself.

“So, you’ve got a few tricks up your sleeves I see…” Animo remarked, growling as he brought his hand over the Nemetrix remote. “Well, so do I!” The dial clicked as he moved to the selection, and pressed it down. The four stalks surrounding the dial began to glow, as the Nemetrix proper on his pet began to glow, showing an image of the predator on its own display.

In a flash of red light, the wasp-like creature turned into a four-limbed creature with no head, only a single, gaping maw where a head would be on any other creature, with its eyes recessed into sockets running down its entire body. The alien creature spread its four, spindly, spike-like legs, flying in defiance of gravity or the air currents

In response, the RV’s laser cannons swung around, taking aim at the creature and firing. As the projectiles whizzed through the air, the creature suddenly became slightly transparent, like a bad special effect.

Or a ghost.

----------

“What the hell!? I shot it, that was a direct hit!” Gwen raged, firing again and again at the creature as it dove toward them.

“Gah!” Ben gasped, recoiling as it landed inside the Rustbucket.

“It’s an Ectomasticate!” Grandpa Max noted with no small amount of trepidation as he was forced to keep looking ahead on the road.

“A what- JESUS!” Ben yelped as the creature puked out a thick, mucus-like liquid onto him, like the stuff Kraab used that one time to prevent him from phasing as Ghostfreak.

“They’re from the Anur System,” Grandpa Max quickly recalled, “Their main prey are Ectonurites – go for the eyes, Ben!”

“The eyes, right,” Ben nodded as the Ectomasticate solidified, digging its legs into the floors and walls. It shot out a long, frog-like tongue, wrapping it around his leg and yanking, hard. “Ah, no, no!” He hollered, gripping whatever he could to keep from being drawn into the creature’s gullet.

“Ben!” Gwen exclaimed, forgetting the turrets as she leapt into action to help Ben. She grabbed onto his arms, trying to pull him back, only for neither Ben or the creature to give.

“Agh!” Ben grunted, attempting to kick the tongue with his free leg, failing in doing anything but anger the alien. “You know, the last time one of us was about to be eaten alive, the roles were reversed!”

The Ectomasticate yanked its whole body back, pulling Ben off the seat, sending Gwen down with him.

“Ah!” Ben hollered, trying to dig his hands into the floor and stop himself that way. “Gwen, do something!”

“I’m,” Gwen grunted, stomping the tongue over and over, though the creature seemed focused on little else than the Omnitrix’s wearer. “Trying!”

“The eyes, kids!” Grandpa Max repeated.

“The eyes!” Gwen gasped, leaping over the tongue and heading for the silverware drawer. She grabbed one implement in particular, the long, sharpened blade of a butcher’s knife, and spun around. Narrowly keeping herself from falling, Gwen drove it into one of the many eyeballs, and twist it hard.

The Ectomasticate let out an agonized screech as it dropped Ben, reeling its tongue back in. The four-legged creature phased, jumping out of the vehicle, allowing the teenager to catch his breath.

Ben heaved, swaying profusely. “Thanks.” He spoke to Gwen, before looking down at himself with disgust. “Oh, grody…”

“Yeah, I wasn’t going to mention it.” Gwen crinkled her nose, before dashing back to the turret controls.

Ben took a step, before he felt a slight vibration come from his wrist as the Omnitrix let out a chime that sounded rather similar to electronically distorted cowbells ringing. He brought it up, just in time to see the red light flash back to their normal idle green.

“Oh,” Ben scowled, “So now you recharge.” He bit out toward the watch, bringing it up. “After I take down Animo, we’re going to talk about the time-outs and the delayed charges.”

“Ben, wait,” Grandpa Max glanced toward him as Ben activated the Omnitrix, “We don’t know if the delayed recharge and the timing out is cause for concern or not.”

“And let the animorph keep taking potshots at us the whole time? I don’t think so!” Ben resolved, slamming the dial and transforming.

When the light faded, a tall, lanky figure of yellow and black, each limb ending in a pincer shaped-appendage, stood inside the Rustbucket, his head floating inside a cavity between his two shoulders, which tapered off into spiked ends.

“LODESTAR!” Lodestar looked down at the Omnitrix on his sternum, the molded expression on his metallic face not changing in the slightest, even as he felt his ire grow. He was going for Atomix. “Timing out, recharging extra slow, and now you’re giving me the wrong aliens – what is with you today?” Thinking about it for a second, he decided it was better not to try and switch again with the Omnitrix apparently on the fritz – with his luck, it might turn him into Greymatter.

“It has to be the… what did he call it, the Nemetrix?” Gwen frowned in thought, as she tried to fire at the slippery bastard flying around overhead. “It has to be interfering with the Omnitrix somehow.”

Lodestar looked at her, staring. “How did you come to that conclusion?”

“Well, it’s the simple fact that this is the first time he’s showed up with the Nemetrix, and this is the first time your Omnitrix is crapping out!” Gwen retorted with a shrug.

“Hmm…” Lodestar looked down at the Omnitrix again, this time with a more thoughtful approach. The Omnitrix was prone to failure from outside signals (the time where it mis-transformed him into Rath and left him stuck like that until the Tiffin was returned home safely being the biggest example), and the Nemetrix and its remote were two devices that were built using the Omnitrix’s designs (according to Animo, at least) so it made sense. “So, taking care of the threat will fix the Omnitrix, very well.”

Lodestar turned to the door, and opened it, gripping the outside and swinging himself so he stood on the roof of the Rustbucket.

“Careful down there, Tennyson!” Animo ‘helpfully’ replied with a deranged laugh. “We wouldn’t want you to fall off, would we!?”

“Thanks for your concern, doctor!” Lodestar replied, lifting one of his claw-shaped hands toward the mad scientist. “I would like to say that statement should apply to you as well!” Lodestar twitched his hands, causing a magnetic field, invisible to everything except for Lodestar, to extend out, on a course for Animo. Lodestar stood for a moment, frowning internally as nothing happened. “This usually works…”

Animo cackled, mocking as he waved around the Nemetrix remote clamped to his arm. “Non-ferromagnetic construction!” The doctor boasted as he glared down at Ben. “I’m not the inexperienced nitwit you faced in this place before – I remember all of your alien forms, and the best ways to counteract them!”

“Hm, then I will have to think outside the box this time!” Lodestar resolved, looking up. No magnetic materials on the remote, and if Animo had the foresight to do that for the remote, then the actual Nemetrix was probably the same way. What he needed to do was find something to throw at Animo, but they were moving so fast down the highway the only thing Lodestar was sure was there were the other cars, and he wasn’t about to throw them at Animo… plus, interstates as a rule tended to actually be rather clear of random big chunks of metal just laying about.

“Come on, Ben, use your head…” Lodestar muttered to himself, before his green eyes flashed in realization. “My head!” He’d never purposefully did this, but for that reason, it had to be the one thing Animo wasn’t expecting. “You know what, Animo?” Lodestar spoke as he tightened his claws, taking a stance similar to a sumo wrestler preparing to fight. “It’s time we got up close and personal! In other words – here’s a taste of my magnetic personality!” A gust of air came from underneath the alien’s head – the air rushing in to fill the sudden vacuum – as a shaped magnetic field launched Lodestar’s head away from his body.

Well, actually, to be pedantic, the magnetic field pulled Lodestar’s head forward, like the round of a coilgun traveling down the barrel.

“Ah!” Lodestar screamed as his head careened toward Animo’s bird. “REGRET’S SETTLING IN! THIS WAS A BAD IDEA – I REGRET IT! I REGRET EVERYTHING I’VE EVER DONE!”

Animo’s eyes widened in terror, as he tried to dive to the left, only for Lodestar’s head to slam into the bird’s chest.

The giant, mutated bird let out a pained squawk as it veered toward the ground, slamming into the shoulder on the side of the highway and sliding to a stop.

“Ow!” Lodestar grunted as his head slammed into the pavement, and rolled bowling-ball style down the road, coming to a stop. “Oh my God that was stupid…” He breathed, though given the fact he wasn’t connected to any lungs, it was more than a little useless. “Why do I keep doing stupid things? Oh my… oh.”

The Rustbucket pulled up, stopping as Lodestar’s body stumbled around like a drunkard fresh off a teacup ride, falling off the vehicle.

“No, I’m over- warmer, warmer,” Lodestar tried to guide, as his body felt around helplessly, “Cold, cold, you’re ice cold- oh for God’s sake!”

The door to the RV swung open, striking the aimlessly-wandering body, sending it tumbling down.

“Ben!” Gwen gasped, looking to the body in worry. “You- Holy crap, your head’s come off!”

“Yes, quite.” Lodestar muttered drolly, blinking with boredom. “Over here, Gwen.”

“Huh?” She whipped around, blinking. “Oh.” She helped Lodestar’s body up to its feet, as Grandpa Max came out, holding one of his many Plumber-tech weapons. “Here, over- yep, this way.” She spoke as if guiding a confused toddler.

“It’s quite odd how my body seems to have a separate personality once I’ve become removed from it.” Lodestar remarked as Gwen guided the confused, senseless body his way. “I rather suppose it’s akin to the human condition of left brain and right brain – disconnected, they appear to be separate entities.” He hummed, as Gwen picked up his head, and jammed it back into the space it normally floated within.

Lodestar flexed his claws, “Ah, there we are. I can’t say that’s an experience I wish to repeat.”

“Weaponized self-decapitation.” Gwen remarked, “I don’t think I’ve ever seen that before.”

“I’ve never done it before.” Lodestar replied, looking in her direction. “But reflecting on it, it seems to be a really easy way to lose my head.”

Both Gwen and Max looked at him, unamused.

“Tennyson!” Doctor Animo’s furious voice barked as he staggered over, pointing at the trio ferociously. “This isn’t over yet!”

“Uh, your bird’s down and we’ve got you on the ropes,” Lodestar retorted, “It is over.”

“Fool!” Animo hissed, “Did you forget about my greatest creation!?”

Lodestar blanched because, yes, okay, he did forget about the Nemetrix for a second. Trilling emanated from nearby, before the Ectomasticate floated down and transformed into a giant, dinosaur-like insect thing with a long, many-legged body. The Tyrannopede fell, landing atop Grandpa Max and knocking his gun away.

“Grandpa!” The two teenagers gasped out in horror. Gwen, reacting first, dove for the gun that had been dropped, shooting it at the Tyrannopede to negligible effect.

“You bastard!” Gwen rounded on Animo.

“Let. Him. Go.” Lodestar growled, his head shuddering as it floated as though he was just itching to try the headcannon move again.

“Listen to him!” Gwen barked, shaking the gun, “Now! Or I swear to God, I will shoot you where you stand!”

Lodestar looked at her, slightly concerned as Gwen’s temper flared. She had one, he knew, demonstrated it with Charmcaster, and in a lesser form while arguing with Albedo. So, he believed it when she said she’d shoot.

“Ah, ah, ah!” Animo laughed, wiggling his finger. “My Nemetrix remote is keyed to my biology! If my brain activity stops even for a moment, the limiters keeping my specimen under my command will be deactivated, and it shall go on a rampage! Would you risk that with dear, old granddad in the beast’s clutches?”

The Tyrannopede growled, glaring at the duo as Max writhed under its grip.

“You sick fuck.” Gwen spat, quaking in place as she held the gun tightly.

“What do you want from me, Animo?” Lodestar hissed, as the mutant cockatoo got to its feet, hopping over to its master as it glared at the magnetic alien. “If you know what happened to the universe, then you know it wasn’t my fault! I tried to fix it the best I could-“

“Your best wasn’t good enough!” Animo snapped back, clenching his fists. “How many lives have you failed to put back, hm!?”

“Like you really care.” Lodestar growled, quivering with fury.

“You want to speak about care!?” Animo retorted, glaring at the transformed teen. “You had the power of God within your hands! You could’ve ended it all! The cruelty, the suffering that man inflicts upon man! Look at me, Tennyson! I could’ve had a happy, full life, but you took that from me, molded me into this because all you wanted to do was play hero! And I’m the villain!?”

Lodestar said nothing, staring blankly at Doctor Animo.

“Ben,” Gwen looked at him pensively, “Don’t tell me you’re listening to this freak.”

Lodestar flashed green, being replaced by Ben, who wore a mask of horrified realization on his face.

“…he’s right.” Ben hoarsely whispered.

“What!?” Gwen incredulously demanded. “Ben, that’s not- you’re a hero, you help people! You tried your best!”

“…I didn’t.” Ben gulped painfully. “All I wanted was for things to be like they were on our first summer trip, and that includes the bad guys... because I wasn’t having fun anymore.” His face morphed in horror, as he struggled to even breathe, as clogged up as his lungs felt. “Animo’s accident, Albedo’s crash-landing and imprisonment and the missing planets with all those people he was investigating, Charmcaster and her book…” He felt bile rising in his throat, “It all happened because I wanted bad guys to have fun fighting against.”

“Ben,” Gwen breathed heavily, staring at her cousin, “You can’t seriously be listening to what he’s saying.”

“He is, because it’s the truth!” Animo hissed, “And if you want to avoid making an even worse mess of peoples’ lives, in particular your grandfather’s, I suggest you submit, and come with me.”

“Ben, don’t.” Gwen ordered her cousin sternly. “He’s trying to get to you.”

“He’s right.” Ben repeated, looking toward her with watery eyes. “You had a brother, Ken. He was my idol, the guy who I wanted to be most like when I grew up, and he was like my big brother too… And I couldn’t even bring him back.”

“Ben, you absolute doofus, you can’t be-“ Gwen looked at him with burgeoning horror.

“I am…” Ben stared at Animo, even as he continued to speak to Gwen. “I’ve been playing with everybody’s lives to make mine better. I have to fix it.”

“Damn it, Ben, you’ve already said goodbye to your old universe, isn’t that good enough!?”

“I may have started moving on…” Ben murmured quietly, “But that doesn’t mean I don’t feel guilty.” He sniffled, turning to her with a brave smile. “I’ll do what Animo says… If he’s right, things will go back to normal – if not, well… It’s not like I would let Grandpa die in any case.”

“Ben, son!” Max grunted as he tried to shimmy out of the Tyrannopede’s grip. “I’m an old man, I’ve had my time. Don’t throw away your life for me!”

“I think we both know I’m not going to let that happen.” Ben addressed Max, before returning his focus to Gwen.

“So, we’re in agreement, then?” Animo cackled, “Excellent!”

“Just give me a minute!” Ben hollered at the scientist, shaking his head.

“Ben,” Gwen took a step, looking up at him, “Please tell me there’s a plan up your sleeve, or a trick… I know you can’t be this brain-dead stupid.”

Ben smiled solemnly, shaking his head. “I’ve got no plan, not at all.” His left eye twitched slightly, which Ben seemed to quickly pick up on, as he went to wipe whatever fell into it away. He took a breath, and pulled her close, kissing her gently on the forehead. "See you, dweeb.” He pulled away, leaving her feeling like a puzzle piece without its other parts, as he backpedaled, dragging himself over to Animo.

“Aww, how touching.” The doctor sneered as the giant cockatoo clamped its beak down on Ben’s shirt back. “And to make sure you don’t get any funny ideas mid-flight, your grandfather shall be making this trip with us!” Animo declared as he jumped on the back of the bird, and took off.

Gwen stood on the ground, looking up in frozen horror as the Tyrannopede changed into the same giant alien wasp-like creature it had been before, still keeping Grandpa Max in its clutches. It took off as well, falling into line behind the cockatoo.

Gwen stood there, staring up in horror at the sky. Ben had given himself up willingly, Grandpa Max was still captured, and she had no idea where they were going.

What the hell was she going to do?

Chapter Text

Gwendolyn Ashley Tennyson was not a helpless damsel. That was, more than anything else, the core of who she was. Sure, she had her fair share of troubles, but more often than not, she wound up dishing out trouble for those who thought her easy pickings.

She was the smartest person in the family, with a black belt in Karate, and, according to Ben, she possessed a great deal of magical talent.

Yet, in all her life, none of it had ever felt quite as useless as it did now.

“Come on, come on!” Gwen tried to will the Rustbucket into starting, jumping in-place in the seat as the engine failed to do anything but make the mechanical grinding of a starter that never quite managed to turn over. It was no simple part failure either, she knew – the Rustbucket was Plumber tech, Grandpa Max’s freaky, space-alien tech that he’d hidden from them for their entire lives – the engine was probably working fine, the vehicle literally did not want to respond to her. A security system, no doubt.

Not that getting the Rustbucket to start would’ve helped. They were long, long gone by this point.

Gwen released the key for a moment, the engine stopping, before she turned it forward again, pushing it with all her strength.

She had never felt as useless in her life as she did right now. All that knowledge, all that karate, all that magical potential – useless. She didn’t know how to override a high-tech security system. She couldn’t kick the Rustbucket into working. And she had thrown away the Charm of Bezel the first chance she got – returned it to the museum without a second thought.

And now, she was regretting it.

The Rustbucket, despite all of Gwen’s tries, refused to start.

“Damn it!” Gwen cursed as she let go of the key, slamming her hands and head against the wheel. “It’s not fair…” She shook, slamming her fist against the dash around the steering wheel, breaking a few of the little switches and buttons. “It’s not fair, it’s not fair!” She let her hand droop to her side, as she fell against the wheel. “The one person Animo let go… and I can’t even do anything.”

“Yes…” A slightly high-pitched voice emanating from the ether rumbled gruffly. “That does sum up the situation rather accurately, doesn’t it?” He asked, as he materialized standing on the dash in front of her in a powerful, light-blue glow.

Gwen gasped, leaning forward in disbelief being quickly replaced with renewed hope. “Albedo?”

“You remember me, good.” Albedo hummed, “I can’t say I wasn’t worried, giving the limitations of human memory and the fact we only had a single exposure to one another as of this point in your timeline… Hello, Gwendolyn.”

“What are you doing here?” She questioned, before shaking her head. “Never mind – Ben’s in trouble!”

“Yes, I’m well aware…” Albedo stroked his jaw thoughtfully, as she looked down at him in surprise. “Oh, don’t look so surprised – I’ve been keeping tabs on your misadventures through the Omnitrix’s sensors.” The Galvan snorted, looking up at her in a chiding manner. “What, did you just think I’d leave the Omnitrix in the hands of a sweaty, noisy, hairy, smelly teenage human boy without some way of keeping an eye on it?”

“Okay, yes, Ben is all those things, but he’s in trouble!” Gwen stressed. “You’ve got to help!”

“And do what?” Albedo raised an eyebrow. “Benjamin made his decision, let him live with it.”

“Because he’s getting emotional, and that’s when he starts acting stupid and making mistakes!” Gwen retorted quickly, gesturing for emphasis.

“Yes…” Albedo hummed with a slight smile. “That boy is rather foolish, isn’t he?”

“I don’t see how you can be so… so… calm!” Gwen shook. “Animo has Ben! He has the Omnitrix!”

“Relax, Gwendolyn.” Albedo calmly told her, “Your cousin’s not going anywhere. We have time to talk. Ample time, actually.”

“How can you say that?” Gwen retorted, “Every minute we waste is another Animo has to do… God knows what!”

“Gwendolyn,” Albedo let out a sigh and an eyeroll, “Forgive a three-thousand-year-old man for wanting some conversation. Besides… If you trust me enough to help Ben, then trust I know what I’m talking about, yes?”

Gwen weakly nodded. “All right, all right…” She sighed, shaking her head. “You know… It’s days like this I wish he’d never found that fucking watch.”

“Indeed… Indeed,” Albedo nodded contemplatively himself, “That’s what all of this comes down to in the end, doesn’t it? Ben and the Omnitrix…”  He hummed thoughtfully as he paced slowly on the dash. “That thing was always trouble, you know? Even in the early days when work first started on it, the Omnitrix seemed to attract those seeking it, like sharks following blood in the water. Even one of Azmuth’s own assistants turned on him, seeking to use the Omnitrix as a weapon.” Albedo looked downcast, remembering some distant, painful memory. “What was meant to be a tool for peace turned even one of Azmuth’s own against him… Funny thing is, it’s been safer here than it has anywhere else in the cosmos.”

“Until now.” Gwen shook her head despondently. “Ben finally met his match, and now he and Grandpa…”

“No…” Albedo rattled, shaking his head. “There’s very little in this universe Ben Tennyson can’t triumph over.”

“Well, look at what just happened.” Gwen angrily refuted.

Albedo shook his head again. “Ben perhaps may be incapacitated for the moment, but he isn’t defeated. The day isn’t lost.”

“He doesn’t even have a plan!” Gwen cried out, gesturing to make her point, “He even said so!”

“Oh, Gwen…” Albedo chuckled. “Did you forget – when your cousin lies, his left eye twitches?”

Gwen froze in the seat, looking down at Albedo, daring to hope. “So he… he really does have a plan?”

“He does.” Albedo nodded. “You.”

“Me!?” Gwen spluttered, “I can’t do anything!” Gwen stressed frustratedly, “I don’t have magic, I can barely flail at those things Animo’s Nemetrix is cooking up!”

“But I can?” Albedo raised a scathingly sassy brow in her direction, daring her to say yes.

“You helped build the Omnitrix! You understand it better than anyone here! There’s got to be some flaw you can exploit in the Nemetrix, o-or give Ben a power boost so he can escape!”

Albedo growled frustratedly, pacing around. “I’ve already told you people, I may have helped develop the Omnitrix, but there are limits to my understanding of the device. There’s no remote failsafe, no transmat function, or EMP I can trigger with my experience. The most I could do was watch, and provide guidance if things go wrong.”

“Well a fat lot of good that turned out to be!” Gwen bellowed in rage, pointing furiously behind herself to make her point. “Ben and Grandpa are stuck in the hands of a madman, and every minute we waste-“ Her words died as her face contorted painfully. “He’s my brother, Albedo… I can’t lose him.”

“Did you consider the thought that perhaps he gave himself up and left you behind because he didn’t want you to be in Animo’s immediate crosshairs?” Albedo suggested sternly.

“I don’t care what Ben wants,” Gwen retorted, “Because I know if it were me, he’d go in there half-cocked with whatever undercooked plan he could make to save me. If I’m supposed to be his plan, then that’s what I’ll do.”

“Ahh…” Albedo nodded knowingly, looking up at her with a slight smile. “I can see now why he trusts you. Truly, the bond between pack organisms is nothing short of wonderful.” He cleared his throat, pacing around as he took a breath. “I’ll confess, Gwen, I did come here because I can offer help. But you might, perhaps, have to do something you won’t be entirely comfortable with. It might, perhaps forever, dash whatever delusions of a normal life you’re still clinging onto after all this time.”

“I’d try to learn magic, if it meant I could help him.” Gwen vowed, causing a twinkle to appear in Albedo’s eye.

“Nothing so disagreeable, given what happened with the Charm of Bezel, I assure you.” Albedo chuckled, “Besides, we don’t have the time to teach you magic. Ironic… given that I do have a time machine.”

Gwen raised a teasing eyebrow. “I thought Galvans didn’t mess with time travel.”

“I said we stay away from it – not that we don’t interfere occasionally when others get the idea in their heads to mess with it.” Albedo retorted, snorting quietly. “In any event, none of that has any bearing on the facts: you’re not going to learn magic.”

“Then… what could I do?” Gwen began in confusion. “I can’t fight that animal; I don’t have magic…”

“You don’t.” Albedo concurred, stroking his chin. “But… you are a Tennyson. And if there’s one thing I’ve learned, fighting alongside you people in the Time War, it’s that Tennysons and Omnitrixes go hand-in-hand. Look at your wrist.” Albedo directed.

Gwen frowned, looking down at her arm, and she gasped, seeing a gauntlet of polished grey metal clamped around her wrist. Four tubes of glowing, neon green light ran toward the top of the device, stopping at a circular emblem – the symbol of the Omnitrix.

Gwen stared down at it in reverent awe. “An Omnitrix?”

“The Ultimate Omnitrix.” Albedo elaborated, gesturing to the device. “Ultimatrix for short. I was inspired to finish my work on the project thanks to your cousin.”

“And you were going to give it to him…” Gwen guessed, looking down at it.

However, at that, Albedo shook his head. “I was going to wait and see what happened before deciding who I was going to give it to, if anyone. But current events have forced my hand.” He hopped up onto Gwen’s hand, looking at her with a serious expression. “You have to stop Animo before he can harm your cousin, or all will be lost.”

“Why?” Gwen frowned, crossing her arms. The Ultimatrix rubbed against her other wrist, and she felt giddy sparks dance around her heart. She didn’t want to be normal, but she didn’t want to just be a carbon-copy of Old Gwen and her magic powers.

This… this was perfect.

Albedo raised a scolding eyebrow. “Beyond the fact that he’s your ‘brother?’”

Gwen flushed red, “I meant ‘why would all be lost?’”

“This isn’t an isolated incident, Gwendolyn,” Albedo explained gravely, “As I said before, I’ve been fighting in a Time War, and Animo’s on the opposing force’s side. If he kills Ben, then the future will change. We’ll lose the War… and the consequences of that will be apocalyptic.”

“All right,” Gwen nodded, poising her hand over the Ultimatrix’s dial, “So, what do I do?”

“Do what you Tennysons do best: fight.” Albedo ordered. “The artificially evolved life-forms the Ultimatrix can create ought to be able to evolve past the ability of the natural predators within the Nemetrix to hunt. As for finding your cousin… the Ultimatrix is programmed to home in on energy signatures similar to itself. It will lead the way to Ben… And to the Nemetrix. You can do this, Gwendolyn. I believe in you… Ben believes in you.”

Feeling some trepidation, Gwen looked down at the watch face.

But Grandpa Max needed her. Ben needed her.

Desperate times called for desperate measures.

She was the desperate measure.

She could do this – do or die, sink or swim, she was going to do it – she had no choice.

“What is it that Benjamin usually says?” Albedo hummed thoughtfully. “’It’s Hero Time,’ is it not?”

“…yeah.” Gwen grinned, looking down at the Ultimatrix. “It’s Hero Time!” She brought her hand down, slapping the face, only for nothing to happen. She lay it there for a moment, before she began to ineffectually slam her palm against the watch, before finally conceding defeat and looking toward Albedo for help. “…uh, how am I supposed to get into the menus?”

Albedo let out a suffering sigh. “Pull up on the dial, first.”

“Oh…” Gwen pulled up, causing a hologram to appear as the device went into active mode. “All right, now it’s Hero Time!”

Gwen brought her hand down, and hit the dial. A green flash drowned out her vision, as a spike of pain, like an icepick being driven into her spine, went through her entire body.

Gwen doubled over in agony, her hand twitching as the fingers on both began fusing together at speeds much faster than anyone other than the one actively undergoing the transformation could perceive.

‘So…’ Gwen thought to herself with a smile, even through the pain. ‘This is what it’s like to Go Hero…’

Chapter Text

Ben grunted as Animo’s giant cockatoo landed, and he was thrown to the pavement. “Ow,” He groaned, getting to his feet, “Way to stick the landing, doc…”

“Silence, fool.” Animo growled, grabbing Ben’s arm and dragging him along. A large warehouse, abandoned and decrepit, stood like a monolith of brick before them. “Move!”

“Hey, I’m moving, I’m moving!” Ben grumbled as Animo shoved him forward, leading him through the warehouse. His emerald green eyes glanced to see Grandpa Max, still in the clutches of the Nemetrix-wearing superwasp, causing Ben to frown.

“Don’t you think about it.” Animo snarled, as Ben’s hand twitched toward the Omnitrix. “My Nemetrix is tethered to your Omnitrix-“

“What?” Ben frowned, furrowing his eyebrows. “How’d you manage that?”

“Because I’m a genius, and you’re a stupid child who’s not nearly as careful with that device as you care to think!” Animo hissed in response, as he pushed Ben towards a rack-like bed in the center of the building, with a large machine nearby. The machine looked to be largely composed of scrap, save for two component: A large laser cannon of some type, pointed at the chair, and a computer behind the barrel. “I’ve prepared some time for this!” He boasted as he got Ben toward the chair. “Not only is my Nemetrix acting as interference, it is reading the data from your Omnitrix! The moment you transform, not only will your device malfunction, but it will be detected by the Nemetrix, which will compel the creature wearing it to kill your grandfather. Now,” He gestured at the rack, “Get in the chair.”

Ben glowered at the doctor, itching to activate the Omnitrix, even as he spotted Grandpa Max nearby.

“Don’t do it, son!” Max hollered, still struggling against the alien predator for all the good it was doing, which was none.

“If you wish for your Grandfather’s entrails to stay as such, you will do as I command!” Animo barked, pointing furiously at the chair.

Ben sighed, glaring at Animo as he sat in the chair. Clamps deployed over his arms and chest, immobilizing him. “Wow, really feeling the welcome here, Animo.”

“I wouldn’t want an old friend to feel anything but the height of comfort in my abode.” Animo sneered in response, before he walked back around to the computer, standing at it.

Ben sighed, shaking his head before he looked at the doctor reproachfully. “Animo, what’s this about, really? You’ve never given a damn about others beyond yourself, ever.”

Animo clenched his fists, slamming them down on the keyboard. “This is about the universe!”

“All right,” Ben spoke quietly, pressing on, “So, killing me, how does that fix it, huh? The universe was destroyed, Animo. History wasn’t changed – it was wiped out. Things won’t just snap back to normal.” Ben scoffed, letting out a low, mocking laugh as he shook his head. “You’re crazy, doc, not stupid. Quit lying, you suck at it.”

“Well,” Animo looked at Ben with a crooked, taunting leer, “It worked well enough on you, didn’t it. Oh, ‘you’ve destroyed so many lives…’ Pathetic. You really do eat that stuff up.”

“And you ate up the ‘hero with survivor’s guilt’ shtick up too. I mean, I guess it’s kind of true.” Ben shrugged. “Like I told Gwen: I’m starting to move on, but that doesn’t mean I don’t feel guilty. Ken, Eunice, the countless alien species in the universe who’re missing because I couldn’t put them back… If I could do things over again, and do them right, I would.” He narrowed his eyes, a fire igniting inside his pupils as he glared at Animo. “But if you think for one second I’m going to let you shuffle the universe as you please, you’ve got another thing coming.”

“And that would be very threatening, if you could do anything about it.” Animo scoffed, turning back to his computer. “Hold still.”

“Your DNA doo-hickeys don’t work on me, in case you forgot, dude.” Ben rolled his eyes in exasperation, “The Omnitrix protects me, remember?”

“Oh, I remember that quite well,” Animo growled, angrily punching the keyboard, “The Omnitrix’s user-preservation protocols have always been a nuisance, kicking in right when I have you on the ropes… I can’t kill you so long as they are active.” The clacking of the keys tolled throughout the building, as Ben sat still, glaring at the doctor. “But once the Omnitrix is removed, there’ll be nothing protecting you – and then the power of this marvelous device shall be mine!” Animo boasted, chuckling to himself as he continued to type.

Ben sat there, fighting the urge to start shaking as he tried to keep his cool. A loud sound like a generator winding up came from within the machine, as the laser glowed with energy. A second later, and it fired with a flash of light and a rumble of thunder, shooting out a bolt into the Omnitrix.

The charge dove into Ben’s body, forcing his muscles to tighten and overriding the signals from his brain to his heart, causing it to beat irregularly and uncontrollably. As a scream of pain tore itself from Ben’s throat, the Omnitrix spluttered and buzzed, letting out a series of rapid, high-pitched beeps.

The beeps reached a state where they became constant, as the Omnitrix’s status lights flashed blue. Green light, like that of Ben undergoing a transformation, came from every inch on the surface of the watch, as the dial spun, and the band shrunk down, becoming more watch-like overall.

The arc of electricity ceased, as Ben slumped in his seat, breathing heavily.

Animo looked over, scowling. “It’s still attached.”

“Y-Yeah,” Ben croaked, as the Omnitrix buzzed, “You changed the desktop theme, Einstein. I think this one’s supposed to be the ‘Sleek’ theme… Keep going, see if you can find ‘Steampunk’ in there.”

Animo growled as his face twisted hatefully, and he slammed his hand down on the activator. Once again, the bolt of electricity arced out, and struck Ben right where the Omnitrix was. Again, the watch beeped, this time reverting back to its default appearance as it let out a different series of beeps.

The charge ceased, and Ben took in deep, oxygen-starved breaths.

“W-Wait, I think you turned on the digital clock,” Ben requested, swallowing, “So this thing really is a watch… who knew.”

“Hmph,” Animo grunted with a scowl as he overlooked the readouts on his screen, “Your Omnitrix is attempting to resist the command function override by redirecting the command to non-critical systems!”

Ben laughed to himself, “I always knew the Omnitrix had a mind of its own, doc. And it’s kinda grown on me.”

“It is a rudimentary artificial intelligence,” Animo growled in return, shaking furiously as he typed in more commands, “It’s only sophisticated enough to obfuscate its inner workings and protect itself from tampering – but no matter!” Animo turned up the dial nearby. “This pulse will remove the device from your wrist… along with, well, any notions of life you might still possess. Do you believe in God, Tennyson? I should hope so – because you’re about to get a one-way ticket to meet Him!”

Ben stared, shaking his head before his lips twitched into a weak smile, “No… I don’t believe in God.” He confessed. Granted, being the one to create the universe would do that. “But you know what I do believe in?”

Animo tilted his head, as something echoed through the warehouse – the distant sound of metal and concrete crashing from the levels above as something tore through them.

“I believe in her.”

The ceiling caved in from above, showering chunks of concrete and rods of rebar down on the ground floor below. A cloud of dust masked the line of sight between Ben and Grandpa Max, before the Nemetrix’s wearer let out a startled screech, as the echo of a punch hit his ears.

“That was such perfect timing, oh my God.” Ben quickly whispered, squinting his eyes to see through the smoke.

“Curses!” Animo snarled, shaking his fists furiously. “Attack, my pet, attack!”

The Nemetrix’s wearer trilled… before it came flying out of the cloud, slamming into the arrangement of machinery from the side and shattering it apart.

Animo paled, looking in terror at the dust cloud and taking a step back, as Ben let out a laugh.

“Oh…” Ben chuckled. “You are so screwed now.”

“Animo,” A voice came from within the cloud as it finally began to settle down, deep, yet feminine, like… that Krogan woman in Mass Effect 3.

Ben’s eyes widened in surprise as a Vaxasaurian – and a female one at that – stepped out of the cloud, punching her hands together. Like a female wrestler of Earth, she wore what appeared to be a black sports bra and boxer shorts, the Omnitrix symbol on her sternum glowing a bright, verdant green, matching the color of her large, reptilian eyes.

“You’ve made a humongous mistake,” The lady Humungousaur growled, rolling her shoulders, “Going after my grandpa and cousin.”

“Holy shit…” Ben breathed in wonder. “Gwen!? Since when could you Go Hero!?”

“Since about an hour ago.” She shrugged, stomping over toward Animo. Gwen-as-Humongousaur barred her teeth, puffing out hot air that fogged up in the comparatively cooler summer air, before she wound up, and straight backhanded Animo across the room. She looked down at her hand, wiggling her four fingers. “I’m still getting used to it.” She walked over to Ben, ripping the manacles off him with two fingers in a pinching motion. “Not bad, huh?”

“You could’ve killed him, doing that.” Ben muttered, getting onto shaky legs as Animo stood back up across the way. Animo looked at them, and stuck his fingers in his mouth, generating an ear-piercing whistle, before his mutant cockatoo dove through the hole in the building, landing next to him.

Animo mounted the mutant bird, as the Nemetrix’s wearer assumed the form of Tyrannopede, keeping its eyes trained on Gwen-as-Humongousaur.

“And you,” Grandpa Max, right-as-rain, came to stand next to his two grandchildren, “Young man, could’ve gotten yourself killed, sacrificing yourself like that for me. You know better than that… Thanks.”

“Always.” Ben smiled in return, as his hand hovered over the Omnitrix. His grin dropped, as his eyes flickered over to the transformed Gwen. “Take Grandpa and get out of here. Animo wants me, not you two.”

“Fat chance.” His transformed cousin looked down at him, “It’s an even fight now. Besides, with your Omnitrix on the fritz, at least this way you have backup. You can go after Animo even if it gives you the wrong thing.”

“That’s true,” Ben granted, looking between her and the doctor and his pet, “He’s not running…”

“Please,” Gwen-as-Humongousaur snorted, “He’s gotten confident cause of his new toy.”

“Right, right,” Ben nodded in agreement, “So, that’s the plan, then? One of us goes after the remote, the other calls dibs on the big guy?”

“I call dibs on the big guy.” She growled with a grin, glaring at the beast as Animo fiddled with the remote. “Oh… grandpa, you might want to get out of the way.” She recommended, causing the old man to dash away. “Ready, doofus?”

“Always.” Ben brought up the Omnitrix, slammed the dial down, and transformed. “CLOCKWORK!”

Clockwork looked down at himself, ticking thoughtfully. “Hmm… Not what I was going for, but then again, it could be worse.”

The Nemetrix’s wielder, being pushed into the act by Ben’s transformation, transformed itself into the Tyrannopede, locking eyes on the Vaxasaurian out of the two – its natural prey. Stomping the ground, it dragged its feet, huffing and puffing threateningly. The enormous, dinosaur-like insect creature charged, screeching as it spat out a large, thick glob of webbing out at the two.

Clockwork’s eyes widened before he jumped in between the transformed Gwen and the projectile. He spread his arms out wide, trying to make himself the bigger target. However, almost instinctually, the key-like winder on his head began to spin rapidly, free of his conscious input. Then, at least for him, the entire universe became awash in green-shifted light, as everything seemed to move in slow motion.

Clockwork looked down at himself in surprise, seeing the bright glow emanating from behind the Omnitrix symbol on his transparent chest. “Okay, that’s new.” He remarked, before looking back up. He grabbed onto Humongousaur, gently moving her out of the glob’s path, and time sped back up.

The Tyrannopede went charging past, slamming into the wall and its own webbing.

“What the-!?” Humongousaur’s head darted around in confusion, before Clockwork spoke up.

“I have time powers; you have super-strength and can grow like Mario.” Clockwork laconically explained, turning away as the Tyrannopede yanked itself out of the wall, chunks of concrete bricks webbed to its skin. “Watch the web-head. I’ll get that remote.”

“On it!” Humongousaur charged, growing in size along the way as her giant footfalls shook the building like an earthquake. Like two bulls charging at each other, Humongousaur and the Tyrannopede went head-to-head, neither daring to divert their course.

Humongousaur balled her fists, and pulled back, shooting forward and slamming her fist into the big, dumb insect-dino. The shockwave from the hit sprung out, blasting air and a few chunks of the rubble and dust back, as the Tyrannopede was knocked away.

Animo watched in enraged disbelief. This was supposed to be his moment of triumph! Nothing could’ve stolen it from him, nothing!

Except… well, quite obviously, something had. A second Omnitrix had thoroughly thrown a spanner into his plan’s inner workings – the Nemetrix was designed to send interference to one Omnitrix, the only Omnitrix in existence, or so he thought. So he’d been told by his benefactor.

But now, watching his chances evaporate as the Nemetrix’s wielder was outnumbered, Animo came to the conclusion that, perhaps, his benefactor might’ve been lying.

Animo growled, petting the side of his mount’s head. “Take flight, my friend.” He ordered, deciding discretion was the better part of valor. “We will see victory!” He spoke that more to himself. Yes… he could build a second Nemetrix to throw at the Tennysons.

If it was an Omnimatrix arms-race they wanted, then that was what they’d get.

Animo’s mutated cockatoo took flight toward the hole in the ceiling, daylight streaming through from the outside, before a green, transparent material grew into the hole from its edges, becoming a solid, grey color as the concrete that had been knocked away by Humongousaur’s entrance was reversed into its original position.

Animo’s bird slammed head-first into the roof, and fell, landing with a pained screech as the doctor rolled off its back.

Animo looked up, finding Clockwork standing there. “Going somewhere?”

Animo scowled, as the Chronosapien grabbed him by the hand, lifting him up in such a way that prevented him from manipulating the Nemetrix’s remote. Animo kicked and struggled ineffectually, as Clockwork grinned.

Meanwhile, Humongousaur and the Tyrannopede continued to brawl. The Vaxasaurian caught the charging dino-insect, grunting as she lifted it up and over, slamming it into the ground.

“Okay…” She huffed, “You’re a lot heavier than you look.”

The Tyrannopede let out a deep, roaring, clicking trill as it rolled over onto its feet, and tried to pull itself back to its feet. The transformed Gwen, taking the opportunity provided by the creature’s attempts to right itself, charged and delivered a punch into the side of its head, sending it sliding across the floor again.

The Tyrannopede looked up as it tried to get back up, narrowing its eyes as Humongousaur charged again, about to repeat the same move as before. As Gwen got closer, about to strike, the Tyrannopede threw its head down, and spun its body around, slamming into her from the side with its tail.

Humongousaur let out a gasp of surprise and pain as she was sent hurtling through the air, slamming into a wall and knocking it down, bringing the rubble on top of her.

Humongousaur began to claw her way out, knocking around the chunks on the pile without regard.

As soon as she broke through, a glob of webbing went flying toward her, and struck.

Hearing Gwen gasp out again, Clockwork turned, his eyes widening in horror as he saw Humongousaur cocooned in a web of alien silk. “GWEN!” Slowing time, even with Animo in his grip, Clockwork began to run over as the Tyrannopede’s maw inched ever closer to the cocoon. Even with time slowed, Clockwork feared he wouldn’t make it in time…

This would be it – he’d have to watch Gwen die again.

Then, however, came hope. Hope in the form of green-tinted fire, exploding from within the cocoon. The explosion knocked the Tyrannopede back, and knocked Clockwork back into regular time, such was his surprise.

Instead of seeing Heatblast, or Swampfire, or any alien with fire powers he knew of, he still saw Humungousaur, only different. Her leathery skin had taken on a green color, save for a thick chunk of dark, Kevlar-like armor running entirely down her torso like a vest. A spiky shell was attached to her back, her tail ended in a mace-like club, and a naturally-grown helmet sat atop her head.

Most notably, the Omnitrix badge had changed as well, growing four spikes at regular intervals around its rim.

“ULTIMATE HUMUNGOUSAUR!” She yelled, as the knuckles on one of her hands smoked. “Damn… You’re right, Ben, that does feel good!”

“…that’s not fair.” Clockwork despaired aloud. “That’s just not fair.”

“What’s the matter?” Ultimate Humungousaur placed her hands on her hips. “Feeling a little obsolete there?”

“That’s an Ultimatrix… how did you get an Ultimatrix!?”

“I think Albedo likes me more than he does you.” Ultimate Humungousaur narrowed her eyes, as the Tyrannopede screeched, staggering back to its feet. She narrowed her eyes, and brought up both of her arms, her knuckles opening up. Fire spat out from the ends, as huge, explosive bullet-like projectiles shot out, and struck the Tyrannopede.

Over and over, the projectiles hit, knocking the Tyrannopede around, as Ultimate Humungousaur did not let up.

The Tyrannopede screeched, falling to the ground again, stunned.

Ultimate Humungousaur stomped over, calmly, before one of her hands shot out toward the Nemetrix. The Tyrannopede roared, struggling against the grip. Ultimate Humungousaur gave an uppercut to its jaw, before she ripped off the Nemetrix and the collar in one go. The alien dino-insect let out one final screech, before a wave of red overtook it, and it transformed into-

“A…” Clockwork blinked in surprise at the little creature running around. “It’s a dog.”

“Awww!” Ultimate Humungousaur gushed at the tiny dog jumping around. She tapped the Ultimatrix symbol, and went back to Gwen in a green flash. Now that she was human again, the little dog ran over, jumping up on her. “It’s just a little puppy…”

“A Beagle!” Animo snarled, shaking his fist. “The best breed of dog known to man!”

“Aw…” Gwen frowned, picking the little dog up. “Now I feel bad for having to fight him… Or, uh, her, I think.”

“Yeah…” Clockwork narrowed his eyes, looking down at Animo with a glare. “Doctor, I think it’s time we had a talk about animal cruelty.”

Animo gulped, faced with the ire of Ben, Gwen, Max…

And even the little dog forced to wear the Nemetrix.

---------

“This isn’t the last you’ve seen of me, Tennysons!” Animo raged, standing inside a tube made of light – more specifically, a force-field containment cell, standard Plumber-issue. “I will get out of this, do you hear me!? I shall escape, and I shall return, so says I… ANIMO!”

“You can be quiet.” Albedo huffed, pressing a button on a small bracelet he wore. A flash of light came from within the tube, followed by Animo being frozen in place. Not literally frozen, but more like a movie on pause. “Thank the maker – we finally managed to shut him up.”

Upon defeating Animo, and getting the Nemetrix remote off him, the Tennysons left the abandoned warehouse, only to see Albedo waiting patiently, along with another alien, and the Rustbucket parked not twenty feet away, waiting to take Animo into custody.

“Yeah, sorry to say…” Ben winced in sympathy, watching the tall, bulky, thirty-something year-old Revonnahgander standing with a tablet, watching over the pod vigilantly. “Animo really doesn’t have a filter. You might want to bring earplugs with you guys… wherever you’re taking him.”

The Revonnahgander chuckled, looking back at Ben with a kind smile. “We have had to deal with Mojo Jojo on numerous occasions. In comparison to him, Doctor Animo is very short and concise.” He explained, speaking in a rather smooth, soft voice.

“Where are you taking him?” Grandpa Max asked probingly with narrow eyes in response. “Aside from making the Nemetrix, which doesn’t qualify as a crime, he’s entirely human. The Plumbers don’t have the authority to arrest humans unless they were to attack an alien.”

“You would be correct, Magister Tennyson,” The Revonnahgander nodded, “The Plumbers of this time would not have justifiable cause to arrest Animo. However, given his status as a combatant of the Time War…”

Albedo nodded, turning to face the trio. He looked at the tiny beagle, skittishly approaching him, before he sighed, and reached out to pet it, calming its nerves as he spoke. “Magistratus Rook and I will take him back to the Clocktower – the headquarters of the Temporal Alliance in the future.”

“The ‘Clocktower,’ huh?” Ben asked with a slight smile on his face, crossing his arms smarmily. “Is that anything like the Watchtower?”

Albedo snorted. “Don’t be ridiculous. We haven’t been on speaking terms with the Justice League for years.”

“Wait, what?” Ben blinked, uncrossing his arms as he got really interested. “The Justice League is real?”

“Of course not!” Albedo laughed, pointing at Ben. “But I had you fooled there for a second, didn’t I?”

“Getting my hopes up,” Ben grumbled, shaking his head, “Laugh it up.”

Magistratus Rook shook his head, before he picked up the thread of the conversation. “Once he is in our custody, Doctor Animo will be held under the Prisoner of War Act until the Time War ends. Hopefully, we can treat him for his possession of memories from the pre-universe.”

“You’re going to wipe his mind?” Gwen frowned, shifting her balance with the Ultimatrix weighing heavily on her arm. “That doesn’t seem like a very ‘good-guy’ thing to do.”

“Animo’s not supposed to have those memories,” Albedo shook his head scoldingly, “They were implanted in his mind by the Enemy so he would do their bidding. Once he’s treated for them, we can return him to this time period, and hopefully, we can convince him to drop crime and get help for his other mental issues. But above all else, ensuring that he cannot make another Nemetrix is paramount. Speaking of…” He turned, looking curiously at the collar-shaped device floating nearby. “A fascinating device. Not bad – for a cheap knockoff. Dexter and Azmuth would like to take a peek at it too, I’m sure.”

Ben’s eyes widened as Albedo’s words hit his ears, and he stood, looking down at him curiously. “Azmuth’s with you guys in the future?”

Albedo smiled, nodding his head simply. “Yes.”

“I thought…” Ben shifted uncertainly. “I thought you guys hated each other.”

“Oh, we did, certainly,” Albedo answered with a shrug, “But the years teaches one some… perspective. Even one such as Azmuth. Even one such as me. And before you ask, the answer’s no. I can’t take you to him in this time, and he’s not coming back to give you access to Alien X.”

“…you know what?” Ben rubbed the Omnitrix self-consciously, with a slight smile. “I think I’m okay with that.”

“Good.” Albedo smiled again, before he turned to look up at Gwen. “And now that the danger has passed, I’ll be taking back my Ultimatrix, thank you.”

Gwen jumped as the gauntlet let out a small spark and opened up, causing it to fall off her arm. Just before it hit the ground, the Ultimatrix was encapsulated in a red glow, hovering over to its creator, shrinking all the while until it was at a scale that he could manage. Albedo grabbed onto it, and twisted the dial in a quick pattern, causing the lights on the device to go out – even the symbol on the dial went dark.

“Aw,” Gwen pouted in disappointment, “I was hoping you’d let me keep that.”

“You? Keep this thing? Absolutely not!” Albedo barked out, shaking his head before he shoved the Ultimatrix into a pocket on his robes.

“Hey,” Ben stepped in with a scowl, “Don’t be like that, she was actually pretty good with it out there today.”

“And once again, you have completely the wrong idea, Benjamin.” Albedo gestured, shaking the Ultimatrix. “I’m afraid I wasn’t wholly truthful with you, Gwen – this, strictly speaking, isn’t the Ultimatrix. It’s the prototype Ultimatrix. The same prototype that disfigured me as you see me now.”

Gwen’s eyes widened, looking down at him with a newfound concern. She remembered hearing that story… including the detail of him having to spend so much time locked inside a genetic stabilization chamber. “You mean the one that almost turned you into Galvan soup?”

“I’m still working out a lot of the bugs,” Albedo continued, looking the device over, “Including a persistent hardware quirk with the transformations.”

“Well, it can’t be that bad, right?” Ben shrugged, trying to get Albedo to change his mind, “I mean, it’s working now, and this Omnitrix malfunctions all the time… or, at least, it used to. This one doesn’t bug out much – well, except when the Nemetrix was up and running, but still.”

“How bad,” Albedo began, narrowing his eyes at Ben, “Would you rate the fact that, each time a transformation goes through, the stress on the device is such that it becomes exponentially more likely that with each successive transformation, the user will explode into high-energy photons?”

“…okay, yeah, that sounds pretty bad.”

Gwen looked down at the Ultimatrix with wide eyes. “Are you kidding me? I could’ve exploded if I used that thing too much!? YOU STRAPPED A BOMB TO MY WRIST!?”

“No,” Albedo scoffed, “’Bomb’ implies a significant amount of damage to the surrounding areas. This would’ve only affected you.”

“Not.” Gwen hissed. “Helping.”

Albedo rolled his eyes. “You would have exploded if you transformed too much.” At Gwen’s paling look, and Ben’s rising ire, the Galvan continued, “Oh, relax. I calculated that even a battle where every possible thing that could go wrong did go wrong would not force you to transform enough to the extent the Ultimatrix overloaded. Indefinite usage, such as leaving it with you for a prolonged amount of time, however…” He shook his head. “That darn evolutionary function is quickly becoming more trouble than its worth. How my other self managed to do it…”

Ben winced, “Yeah, well, he wasn’t exactly in a good place when he did it. And the thing was so glitchy it wasn’t funny. I’m pretty sure that’s why Azmuth didn’t put it in the Omnitrix I got before I came here. Less of a headache.”

“Yes, well, that level of glitchiness is precisely why I can’t, in good conscience, leave you with the Ultimatrix.” He told Gwen sternly, but not unkindly. “I still need to work on reinforcing its cyber-security… and the potential for the Ultimate transformations to become self-aware and self-actualizing… and the potential issue of it spontaneously bursting into flames.”

Ben stood, processing it all… including the image of Gwen just standing there, and the Ultimatrix on her wrist catching itself on fire for no good reason. He stifled a laugh, before clearing it away. “Not funny, sorry.”

Albedo looked up at Gwen with a kind, patient look. “Keep an eye on your birthday presents this year.” He recommended with a wink, before looking to Magistratus Rook. “Right, best be off.” He hopped up onto the little dog’s back, looking at the three with a smile. “I’ve been promising my nephew a dog for quite a while now.”

Magistratus Rook pressed a button on his tablet, causing an aura of light to appear around him, Albedo and his mount, and the pod containing Animo. The light built, reaching the apex of its brightness in a singular flash, before all of them vanished.

“And just as quickly as he showed up, he vanishes.” Ben sighed, looking at the vacant space in the abandoned parking lot. “I don’t know about you, but that’s getting real old.”

“Yeah…” Gwen sighed in agreement, as they moved toward the Rustbucket. Opening it up, the trio climbed into the vehicle. “It was nice seeing Albedo again, though. And I did get a taste of what you do on a daily basis.” She smiled, sliding into the seats at the table.

Ben nodded in agreement, sliding into the seat across from her with a smile. “You did good with the Ultimatrix today.” He complimented sincerely, as Grandpa Max made for the driver’s seat, turned the vehicle on, and put them into motion. “Seriously.”

Gwen’s lips twitched into a smile, “Thanks.”

“So,” Ben excitedly slammed his hands on the table, “How did it feel, transforming for the first time?”

“God!” Gwen huffed, rolling her eyes, “Like getting a spinal tap with no anesthetic!” She shuddered painfully, before she started to smile again. “It did feel pretty cool, though.”

“And you did my thing!” Ben continued. “Shouted the names of your transformations!”

“Yeah!” Gwen nodded quickly. “It was like… Like a compulsion! I couldn’t stop myself! Is that why you shout your aliens’ names?”

Ben nodded emphatically. “Yeah! I mean, I did it at first cause I thought it would intimidate whoever I was fighting, but I guess now it’s because it makes me feel cool.”

“It does- It does feel cool.” Gwen nodded in agreement, chuckling quietly.

“So, how about it?” Ben asked, leaning forward on his hand. “You’re looking forward to your birthday now, right?”

“Our birthday,” She corrected, “And of course. An alien super-watch that can turn me into aliens? You can’t beat that!”

“Welp,” Ben made a theatrically hurt face, leaning away from her, “There goes my plan for a rock concert, Ben Tennyson style.”

“Good!” Gwen retorted, “Save the crowd’s hearing!”

“Are you trying to say something about my guitar skills!?”

“Oh, I’m just saying.”

“Gwendolyn Tennyson, I am hurt – hurt that you have such little faith in my abilities!”

“Look, I’m just saying, some of us are good at some things, others aren’t,” Gwen argued, gesticulating towards two points on the table occupied by nothing, “Some of us are good at playing guitar, and some of us are good at sacrificing themselves to a raving madman for no good reason.”

“I had a plan!”

“’Gwen will probably figure out something’ isn’t a plan!” Gwen gestured wildly, “What would I have done if I didn’t get the Ultimatrix, huh?”

“You would’ve figured out something!” Ben argued in retort.

“And another thing!” Gwen angrily pointed, “I thought we agreed you weren’t trying to fix the universe anymore!”

“I never said that!” Ben defended, “Besides, it’s a moot point anyway – I’m happy here now! I’ve got you, I’ve got Grandpa, I’m set!”

“Good!”

“Great!” Ben shouted back, before they went quiet. For a while, the only sound was the Rustbucket’s engine going, as Grandpa tried to get them away from the warehouse. Then, Ben started smiling. “You were really worried about me, huh?”

“Of course I was,” Gwen rolled her eyes, “You’re my brother.”

Ben froze in his seat, shaking slightly. His eyes began to water, causing Gwen’s to widen.

“Aw, jeez, no, don’t-“ Gwen was cut off, as Ben shot over the table, looping his arms around her. “Okay, that’s… an entirely understandable emotional reaction.” She sighed, hugging him back. “If a bit melodramatic.”

“Sorry, sorry,” Ben sniffled, “I just… Same, Gwen. Same. I know I told you you were like my sister, but I think… I think this is the first time I’ve heard it from you.”

She huffed quietly, shaking her head. “Then the last Gwen you knew was a freaking idiot.”

Ben cleared his throat, going back to his seat, “Ah. Sorry.”

“Don’t mention it.” Gwen waved it away. “I was going to say it, you know. When you were getting all emo about Ken.” Ben quizzically tilted his head again. “I might not have a brother, but I do have you.”

Ben’s eyes did the swelling-up-thing again, and Gwen recoiled.

“Aw, jeez, not with the hugging again-“ Gwen groaned as Ben got emotional again. “Grandpa, he’s glomping me!”

“No I’m not!” Ben immediately refuted.

Grandpa Max chuckled, relaxing in his seat slightly as they settled in on the open road, and his grandchildren settled into the rhythm of their trademark bickering.

His eyes narrowed, as he looked around the road curiously.

‘How to get back to Atlanta from here?’

Chapter Text

A campfire slowly crackled and popped, embers and smoke rising into the sky as the wood burned away, and the light from the flame illuminated the three figures surrounding the fire, sitting on canvas chairs, eating from bowls of… some kind of stew.

The Rustbucket was parked nearby, set up at one of the many campsites offered by Stone Mountain, as the three inhabitants sat outside in the (relative) wilderness, chatting.

“…so, so-“ Ben, eating from his bowl, continued the story of the time Grandma Verdona dropped in to visit, right around when Grandpa Max faked his death, “She’s all tied up, right? Like, she’s completely webbed up, and Kevin, he’s all made out of stone and got this giant rock over his head, ready to bring it down, and you know what he does?”

Gwen raised a silent, curious eyebrow as she continued to eat.

“Kevin just stands there for a few seconds, and then out of nowhere he turns to me and goes: ‘Dude! I don’t know if I can pound your grandma!’”

Gwen spat out the bite of her stew as Grandpa Max’s face twisted with uncontrollable laughter, the old man slapping the arm of his chair over and over.

“He just said that!?” Gwen questioned incredulously.

“I think he saw the opportunity, and he took it.” Ben replied, laughing himself. “C-Cause Anodites, right, they’re energy beings! So she was all young, and pink, and glowy, and buck-ass nude, and Kevin was standing over her, and he turns and he says that!” He let out a fond sigh, smiling as he shook his head. “Ah, I miss Kevin.”

“Well,” Gwen put a supportive hand on his shoulder, “You’re bound to find him someday. Oop-“ She held up a finger with a sheepish smile, setting her bowl down and getting to her feet. “Gotta use the bathroom, be right back.” She rushed up into the Rustbucket, slamming the door behind her.

“Announce it to the whole world why don’t you?” Ben muttered, shaking his head as he took in another fork-full of stew. “Mmm… this stew’s pretty good, Grandpa,” He complimented, about to ask the question he was sure he’d regret asking, but went ahead anyway, “What’s in it?”

“Just your standard fare,” Grandpa Max answered, kicking back, “Beef, carrots, potatoes, celery, and spices.”

Ben blinked in surprise. That… was standard fare. Huh. He went back to eating, but still felt Grandpa Max’s sight focused on him, causing him to look back up with a curious eyebrow. “Something wrong, grandpa?”

Max sighed, rubbing his eyebrow. “No, son, I just…” He paused for a moment. “I wanted to thank you for doing what you could to keep me alive when Animo’s mutt had me in its claws.”

“You don’t need to thank me, grandpa.” Ben replied with a humble shrug. “You’re family. I just couldn’t have let you die.”

“Still, Ben… you did good. I’m proud of you.” Grandpa Max smiled gently. “You and Gwen.”

Ben smiled, looking down sheepishly. “Thanks.” For a few minutes, they sat in silence, waiting for Gwen to return. The two listened to the sounds of nature – the chirping of crickets in the night and the gentle winds, before something most unnatural echoed out in the night.

A rumble like distant thunder echoed around – most curious, seeing as it was a clear night.

Ben looked up with a frown. “What is that? A plane?”

“Probably.” Grandpa Max nodded in agreement, turning his sight skyward as well. A moment later, a flash like a new sun being born right above them filled the night, about a fifth of the size of the moon. Max shot to his feet, kicking his chair back in shock. “What in blazes?” He wondered as the explosion dissipated.

Ben frowned, looking at the streaks of matter streaming out in random directions, scattering to the Earth below like shooting stars. One broke off from the rest, spinning out of control, right toward them.

“Oh, man.” Ben groaned, looking up. “Today’s going to be one of those days, isn’t it?”

“Duck!” Grandpa Max ordered, yanking Ben down as the ball of flaming smoke zoomed overhead, taking the tips off a few trees before it landed deeper in the woods with an apocalyptic crash. Moments later, the shockwave blasted out, knocking a few of the leaves off the trees as the gust of air blew past.

“Jeez… are we magnetic for this kind of bull crap or something?” Ben asked, dusting himself off as he and Grandpa stood up.

Grandpa Max turned to him with a raised eyebrow.

“What?” Ben defensively held up his hands.

“You remade the universe,” Max pointed out, “You tell me.”

“…that is actually a really good point.” Ben mumbled, shaking his head. “So… we’re taking bets, right? Is it something bad, something alien? Something alien and bad?”

“I’m not sure,” Grandpa Max walked over to one of the Rustbucket’s storage compartments, and pulled out a flashlight, “What do you say we find out?”

“Good idea.” Ben nodded in agreement, charging off into the woods first.

Max sighed, shaking his head, but he moved quickly to keep pace with his grandson. The two Tennysons walked briskly, stepping over roots in the ground as they got closer to the estimated impact site. Eventually, their wandering was rewarded with the sight of small patches of fire on the ground, increasing with steady frequency until they reached a spot where the trees had been blasted sideways, all their leaves scattered to the winds.

Ben and Max stopped, standing along the rim of a smoldering crater.

“…you know,” Ben sighed, “When I wanted to repeat this summer, I could’ve done without the shooting stars almost taking my head off out of nowhere. Every time, it turns out to be one of Vilgax’s drones, I’m telling you.”

Max frowned, inching toward the edge of the hole in the ground. His eyes widened in surprise as he shone the beam of light down into the crater, waving it around to make sure his eyes weren’t deceiving him. “I don’t think Vilgax has anything to do with this…”

“What?” Ben frowned, approaching as well. “Why do you-“ He stopped, freezing in surprise as well as he saw the humanoid body laying in the bottom of the crater. “Holy crap – it’s a girl!” He gasped, jumping down into it.

“Ben, wait!” Grandpa Max advised, sliding down in after him.

“What do you mean wait!?” Ben retorted, rushing over. “She could be in trouble!”

“Ben-“ Max grabbed him by the arm, stopping him, “She fell from space.”

“So!?” Ben shrugged his grip off. “People fall from space all the time! There was Felix what’s-his-name, and the Russian lady, Vesna something.” He turned to the figure, stopping for a moment as he blushed.

She was indeed a she, and she was, unfortunately, quite… immodest at the moment. The fault of the heat of re-entry burning away her clothing, no doubt. But, she did appear to be human, or something indistinguishable. She was a Caucasian girl, about Ben’s age, rather tall for a girl, too, with slight muscles all over her body. Fiery orange-red hair fell from her head like a cape, her front bangs cut off.

“We should get her to the Rustbucket.” Ben cleared his throat, looking at Grandpa Max for guidance.

Max took a pensive breath, looking unsure, before he reluctantly nodded. “Good thinking. We were the first ones here, but we won’t be the last.” He shuddered to imagine what a person of less morally-upright character would do, finding a knocked-out woman at the bottom of a crater and nobody around.

“I was thinking you’d say that.” Ben turned back around, bringing up the Omnitrix. The dial jumped up with its typical chime, the hourglass symbol morphing into the diamond that the alien silhouettes were displayed inside. Twisting it until he found the alien he wanted, Ben slammed it down, and let himself be pulled into the transformation.

“HUMUNGOUSAUR!” The Vaxasaurian flexed his arms, shouting, before he cleared his throat, and carefully bent down to pick up the girl. He jumped, landing on the ground outside the crater, and began the trek back to the Rustbucket.

-----------

“There.” Gwen gave one last tug to the shirt (one of her shirts, more specifically) on the girl’s rower-like build, stood back, and crossed her arms as she looked at the mysterious stray laying on the bed, “Now, Ben, you can turn back around.”

Ben did so, slowly, and let out a sigh of relief. “Good. I did not want a repeat of the Eunice situation.”

Grandpa Max, from where he stood nearby, fiddling around with a holographic console, raised an eyebrow. On the console were data readouts – genetic information, heart rate, blood pressure, blood sugar, oxygen saturation, and even hydration levels – but those weren’t what caused the eyebrow to shoot up. “Eunice situation?”

“Oh, uh…” Ben looked to Gwen, pointing. “You mentioned she was our cousin here, right? No freaky alien stuff?”

“No.” Gwen narrowed her eyes suspiciously. “Why?”

“Cause in the last universe,” He did catch himself, noting he didn’t refer to it as the original universe anymore, even though it was technically still correct, “Eunice was the Unitrix. As in, one of the original prototypes for this thing.” Ben tapped the Omnitrix. “It crashed in a pod on Earth, you touched it, and then out popped Eunice, fully formed and, ah… in the nude.” Ben blushed even as he remembered it. “She was so lost, didn’t know who or what she was. I let her borrow my jacket.” He smiled in fond remembrance.

Gwen’s eyes went wide as her skin went three shades lighter. “Ben… you didn’t.” She knew that look – the look Ben got when he started talking about old girls he had fond memories of.

“What?” Ben sheepishly shrugged. “She had amnesia… and she was cute… and nice.”

“OH MY GOD, BEN!” Gwen roared, gagging as she shielded her face in disgust. “She is our cousin!”

“She was made by Azmuth,” Ben rolled his eyes, “She didn’t even really have a human form until you touched the pod and she used… your DNA… as a source to randomize…” He slowly trailed off as the realization spread through him, and he looked down in shame, as his cheeks puffed up slightly. He swallowed his bile, and spoke quietly. “Do you two ever not give a second thought to something until someone brings it up, and then you realize just how bad it is and think: ‘Wow, my life is seriously screwed up?’”

“Your Bellwood wasn’t in Alabama, was it?” Gwen raised an eyebrow.

“No!” Ben shouted, “It’s not like it’s a big deal, anyway! Not like we kissed or anything.” His lips suddenly twitched. “Wow. Dodged a major bullet on that one.”

“Tactical nuke, more like.” Gwen shook her head, pushing away the awkward line of conversation, though still following the threads opened up by it. “So, you found Eunice, in a pod-“

“Well, we found the pod first,” Ben outlined, “Then you touched it, and zap! It opened up, and inside was Eunice, naked and amnesic.”

“So,” Grandpa Max stepped over, in the middle of his two grandchildren, looking down at the unconscious girl curiously, “Do you think it’s a similar situation here?”

“It… may be.” Ben shrugged reluctantly, before frowning. “Like I said, Eunice was only human after Gwen found the pod and touched it. If this is another Unitrix, then that means somebody human, up in space, would’ve needed to touch the pod, let her go, and let her fall to earth.”

“That’s not even mentioning the fact that she survived a fall from space without a scratch on her,” Gwen turned to Max with a hand on her hip, “Save for some light scorch marks. So she can’t be human, can she?”

“She has to be.” Ben retorted immediately. “The Omnitrix has a scan mode – if it’s in the database or not in the database, it locks itself down until it gets the sample, and then lets me use it as a transformation. The watch hasn’t even beeped.”

“The med-scans say the same thing,” Grandpa Max nodded in agreement, “She’s human – or close enough to be indistinguishable.”

“But she survived re-entry!” Gwen gestured stressfully, “Solo! I don’t know what planet you guys are from, but that’s not exactly a human thing!”

“Well, strictly speaking, she is human… but there’s something else the medical scanner can’t quite place.” Grandpa Max frowned, pointing at the screen. He sighed, looking over to the girl. “We’ll just have to talk to her when she wakes up, and see what she can give us.”

“Whenever that may be.” Gwen crossed her arms, sighing.

“We’ll watch her in shifts.” Max outlined, looking at his grandchildren sternly. “Ben, you’re up first.”

Ben nodded, standing tall. “I won’t leave this spot till it’s done, Grandpa.”

“Good.” Max nodded approvingly. “Gwen, you can help me clean up the campsite.”

“Aw, nuts…” She mildly groaned, following him outside.

Ben turned to look at the sleeping girl, before he cleared his throat, and pulled up a chair, sitting next to her.

He bobbed his leg impatiently, glancing over at her. “Uh… Hi, I’m Ben Tennyson, and I, uh…” He sighed. “I’m talking at a sleeping person.” He rubbed his face, going quiet again. She was really pretty, but even staring at pretty things lost its allure after a while, unless there was something to break the monotony. “Tell you what, you wanna see me play the guitar? No, don’t get up, I’ll be right back…”

Chapter Text

Ben sat in the chair next to space-girl, idly strumming on his guitar. It was a soft, gentle tune, like an electric lullaby. Ironic, given that they were trying to get her to wake up, but Ben figured playing the thing obnoxiously loud to wake up anybody besides his family would be rude, not funny.

Plus, the girl did fall from orbit. She’d probably have a splitting headache when she woke up. Better for softer, gentler music to be her wake-up call, soothe her nerves and her head.

Privately, Ben did wonder if she ever would wake up. Space-girl looked really, really peaceful sleeping there. Like a princess in a movie.

A yawn came from further down the Rustbucket, as Gwen walked out of the bathroom, dressed in her sleep clothes. She made her way to one of the recliners, with a pillow and blanket on it, and sat down, folding out the leg… support… thingy. She yawned again, smacking her lips and looking at Ben. “You’ve been practicing.” She noted with a slight hint of second-hand pride in her voice.

“Hm?” Ben looked up from his guitar, before nodding. “Oh, yeah. I kind of got bored, only being able to play Pretty Woman and Chicks Dig Giant Robots.” Now he could play… well, pretty much anything that popped into his head. The tune he was playing now wasn’t anything in particular, just what popped into his head as nice, soft, and pleasant to listen to. “Besides, something tells me that if she wakes up and sees me playing Pretty Woman at her, she might not take that as a compliment.”

“Aww,” Gwen teasingly tilted her head, “So you’re playing her lullabies then. How sweet.”

“It’s not sweet!” Ben squeaked, clearing his throat as he lowered his voice. “It’s just nice…”

“You realize she probably can’t hear you, right?”

“Why not?” Ben shrugged. “Even if she’s unconscious, they say hearing’s the last thing to go, right?”

“That’s…” Gwen reluctantly conceded, rolling her eyes with a sigh. “True enough, I suppose. So…”

Ben leaned back, “So.”

“You and Eunice.”

Ben winced, rubbing the back of his neck. “Can we not talk about it? I had zero idea she was our actual cousin here.”

“Oh, no,” Gwen teased with a grin, “I hope we talk about it loads. I think I’ve found the one thing that makes you squirm, for real.”

“Yeah, nice, that’s… good for you. Yay Gwen.” Ben exhaled, shaking his head.

“I always did think you and her had something going on…”

“What!?” Ben’s head snapped to her in surprise, stopping his guitar playing in its tracks.

Gwen burst out laughing, holding up her hands. “Kidding, kidding.” She let her arms drop and the laughter fade, looking at Space-Girl intently. “I still say she’s an alien.”

“And I’m telling you, she isn’t.” Ben shook his head. “The Omnitrix isn’t going haywire, trying to unlock a different sample-“

“Did it with Eunice?” Gwen raised an eyebrow probingly.

“Well, no,” Ben shrugged, “But the Ultimatrix – which I had at the time – could always suss her out. This thing?” He tapped the Omnitrix’s faceplate. “It’s not even beeping. Ergo, she’s not a Unitrix.”

“That’s assuming it’s even looking for a Unitrix.” Gwen rolled her eyes. “Ben, do you even know how to work all of that thing’s functions, really?”

“…I have a general idea.” Ben sheepishly shrunk down slightly, as his hand went to the Omnitrix’s dial. “If I can just figure out how to reconfigure the desktop theme on purpose this time, I might be able to access some of the deeper functions of the watch. Animo did do it… but then he turned it right back. Now all I have is the clock.”

Gwen looked over at the screen with a frown. “It looks the same as normal.”

Ben rolled his eyes. “Cause the clock’s not on the watch. It’s like it’s… in my head. It only pops up when I actually look at it with the intent to check the time.”

“So you’ve got an alien watch wired into your brain, and right now, you don’t know how to entirely work it.” Gwen shook her head with a huff. “The more you speak, the less comforting it is.”

“Hey,” Ben got defensive again, rubbing the watch, “It’s not a big deal. It’s like… going from a new version of Minecraft you know all about to a really old one. There’s gonna be a little bit of a learning curve.”

“Well, as long as you don’t blow us all up, I guess I can live with you fumbling around with that thing.” Gwen conceded.

“Yeah,” Ben nodded, “And when you get the completed Ultimatrix from Albedo, then you can make fun of me for not knowing what I’m doing. Not that I won’t, because I’ll have the theme switched by then, I’m sure.”

“Keep telling yourself that,” Gwen shook her head again, “Mister ‘Gwen, could you pleeease help me learn how to work this fancy new touchscreen phone.’”

“Hey, a phone’s not the same as an Omnitrix.” Ben muttered, crossing his arms.

“Hngh…” A third sound butted into the argument.

“Not now, Space-Girl, Gwen and I are having a-“ Ben’s eyes widened as he shot to his feet, spinning around to see their guest. His eyes went even wider as he pulled the guitar strap over his head, and sat the instrument down. Gwen went from her half-asleep arguing state to fully awake, and jumped out of her chair.

Space-Girl’s sleeping face spasmed and contorted slightly, as her eyes twitched.

“Grandpa!” Gwen sounded the alarm first. “She’s waking up!”

Space-Girl’s eyelids slowly creaked open, as she looked around in confusion, revealing unnatural pale pink irises. Moments later, Grandpa Max came running from the back of the RV, slapping away sleep from his face.

The girl’s eyes slowly drifted around, before they focused on Ben, and they went wide in terror, as she tried to push herself back.

“Woah, woah, hey!” Ben leaned forward carefully, “It’s okay, it’s okay, you’re safe! We’re not going to hurt you!” He smiled comfortingly, as his eyes made contact with her strange pink-red orbs. He could see the fear written in them, and the confusion, and he gestured to the other two. “This is my cousin-“

“Sister.” Gwen corrected, crossing her arms. After that whole thing they just went through, you bet she was going to make sure Ben remembered it.

“-Gwen,” Ben continued, still looking at Space-Girl, “And my grandpa, Max.” He smiled, going quiet for a few moments as he continued to keep eye contact. Her eyes really were strange – he didn’t think he’d ever seen pink eyes in anyone who didn’t have albinism. They flickered around, as the girl took in her surroundings, before Ben sucked in a breath, realizing that he’d gotten so focused on her eyes he didn’t even bother to ask her name. “Oh, uh, what’s your name?”

“My…” The girl spoke slowly, her mid-pitched voice quiet in her confused daze. “My name?”

Ben nodded with an encouraging smile. “Your name.”

“…I don’t…” She blinked in her confusion, “I-I can’t-“ She stammered in terror as her breathing sped up, and her head swiveled around frantically.

“Woah, easy there, easy.” Grandpa Max stepped over, making a calming gesture with his hands. “You’ve been out cold for quite a while now. You, uh,” He glanced at his grandkids, who looked back at him, following his lead, “You took quite a bit of a fall, it looked like.”  

“A… A fall?” The girl repeated in confusion, sitting up at last.

“A big one.” Ben elaborated, gesturing for good measure. “But we got you back here, safe and sound!”

The girl nodded slowly with a vacant expression.

“Is there anything you can remember?” Grandpa Max gently probed. “Any little things? Flashes of memory? Anything at all?”

The girl frowned, crossing her arms over herself protectively. She shook her head at last, looking at Max with a lost, confused expression. “I can’t… I’m sorry.”

Grandpa Max let out a breath, but nodded his head. “I can’t say I’m surprised, but that’s still unfortunate.”

“W-Wait,” The girl looked around curiously, “I don’t have a wallet or anything?”

Gwen shook her head, stepping in. “You were without clothes when we found you.” She gestured with a sheepish smile. “Those clothes you’re wearing are from me.”

“Oh…” Space-Girl looked down at herself, tilting her head at the cat logo shirt. “It’s… nice. Thanks.”

“It’s no problem.” Gwen waved away.

“S-So… No ID, and I’m here on my own?” Space-Girl spoke quietly. “What… What happens now?”

“We could take you to the authorities,” Grandpa Max suggested. Note, however, that he didn’t mean the Earth authorities, seeing as she fell from space, “See if there are any missing people with your description.”

The girl’s eyes widened in fear at that suggestion, before Ben stepped in.

“You could stay with us!” Ben quickly suggested, looking at his grandpa and cousin for backup.

Max looked over to the girl, blinking. “Excuse us, a second.” He requested, lowering his voice to a whisper as he guided Ben up toward the front. “Ben, you can’t just invite a lost, dazed, and confused stranger to stay with us.”

“Why not?” Ben inquired. “She needs our help, right? Besides, she fell from space. I don’t think regular old human cops could help!”

“They can’t,” Grandpa Max agreed with a sigh, “But we don’t exactly lead a safe life.”

“She fell from space.” Ben repeated, “She’s tough, right? Got to be.”

Grandpa Max turned around, looking in the direction of the girl, who looked back at him with a curiously tilted head. He exhaled, looking to Gwen. “What do you think?”

“I think Ben’s thinking with his other head right now.” Gwen answered, staring deadpan at her Grandpa, as Ben spluttered, before she continued. “But he might be right. We should let her stay here until she’s back on her feet.”

“Wait,” Ben stepped in, “I’m right? How?”

Gwen rolled her eyes, looking at him. “Think about it. She landed right where we were. That’s not coincidence. She may not remember it, but something happened, I’m sure of it. And if we want to find out what’s going on, we’ve got to help her.”

“Right.” Grandpa Max nodded, turning back around as the three of them approached Space-Girl. “My family and I, we’re on a little bit of a road trip right now, but we’d be willing to let you stay with us, ‘til you get back on your feet.”

“O-Oh, I couldn’t possibly impose…” Space-Girl rubbed her hands together self-consciously.

Max chuckled, waving it away. “Nonsense. It just wouldn’t be right, letting a woman with no idea who she is and nothing else fend for herself on her own. If you don’t want to come, I can’t make you, but we’d feel better, knowing that we didn’t just throw you to the wolves.”

“Plus, it’s fun,” Ben leaned in with a smile, “You get to see the world! Well, right now, we’re only seeing the U.S., but there’s a lot of great stuff out there, like… the Grand Canyon! And Disney World! And all sorts of different stuff! And did I mention Disney World?”

“…well,” Space-Girl smiled slightly, looking away from Ben, “If it’s no trouble…”

“Lending a lost soul a helping hand is never trouble.” Grandpa Max answered with a kind smile.

“Oh yeah!” Ben pumped his fist, “Fourth ranger – let’s go!”

“Plus, it’ll be nice, not being the only girl around here.” Gwen patted the bed as she sat down, looking at the other girl. “So,” She asked, “What do we call you?”

Her pink eyes went wide. “I-I still don’t remember…“

Gwen patiently shook her head. “I’m not asking what your name is. I’m asking what you want to be called.” She felt two gazes on her back, and looked between her cousin and grandpa. “Come on – we can’t just keep calling her ‘Space-Girl.’”

“’Space-Girl?’” The redhead-with-bangs (in contrast to Gwen, who had much shorter hair overall and no bangs at all) repeated.

“Long story.” Gwen cringed, “Look, it sounded good in our heads.”

Space-Girl looked down, shaking her head slowly. “I don’t know any names…”

“Hmm…” Ben narrowed his eyes, examining her closely. She shrunk away from it, before he smiled. “You know, your eyes are kind of the same color as pink roses. How about it? Rose.”

Gwen rolled her eyes. “Really, Ben, the most basic, girly name-“

“I-,” Space-Girl blushed, playing with her hands idly, “I kind of like it. Rose.” She smiled up at Ben.

Ben flushed, smiling back. “Well… I’m glad you like it. Goes with your hair, too, though I guess that’s orange, not red.”

“Yeah,” Gwen cut in, “Tangerine just doesn’t have the same ring to it, though.”

“Rose,” Grandpa Max rumbled approvingly with a nod, stepping over to place a welcoming hand on her shoulder, “Welcome to the Rustbucket.”

Chapter Text

The one thing Ben honestly didn’t expect to be doing this summer was taking care of an amnesiac girl his and Gwen’s age, and inviting her on the road trip. Still, though a surprise, it was always nice to meet a new face… provided that face wasn’t trying to kill him, to be sure.

But, ‘Rose’ hadn’t tried to kill him – at least, not yet. After their initial introductions, Ben (full of energy as he was) stayed up the rest of that night, showing their new guest around the Rustbucket, quietly, while Grandpa and Gwen slept. As the night marched on and Ben and Rose’s energy refused to fade, he told her stories (omitting the details of the Omnitrix, though he was sure, if she spent enough time around them, she’d find out about it herself). Eventually, though, Ben grew tired of speaking. Not that he found having to keep her company a nuisance, rather that his vocal cords started feeling tired.

So, naturally, he decided to put a movie on.

“Let’s see…” Ben mumbled, looking in the DVD shelf under the TV. “We’ve got Christine, Indiana Jones, Harry Potter…” He went through each one, his eyes widening as he stopped at one. “Superman! Oh, man, I love this movie!” He gushed, taking the case out.

Rose sat nearby on the couch, her hands clasped over her lap, like she was afraid to stretch out, as she tilted her head. “What’s it about?”

Ben looked at her, absolutely shocked. “You don’t know Superman?”

Rose shrugged simply. “I wouldn’t remember if I did.”

“Well, he’s only like the best superhero ever!” Ben gushed, brimming with energy. “Here, I’ll let you see-“ He opened the case, only for his face to fall in disappointment. “Aw, man, the disc’s gone! I was watching it just the other night,” He spun around, hitting the button on the disc player, only for nothing to come out. “Come on!” He groaned, frantically searching around.

Rose sat patiently, watching as Ben searched around. She got the feeling that, perhaps, it might be better to suggest a different movie – but that wouldn’t solve the problem of the vanished disc. She also got the urge to help, however she could.

The girl’s head swiveled around slowly, taking in every inch of the camper curiously. As Ben dashed around, turning over whatever he could, Rose sat still and looked, trying to focus.

As the girl’s eyes focused, suddenly, the cushions in the nearby booth at the kitchen table seemed to become… transparent, allowing her to see right through the cotton stuffing. She could also see the disc, floating suspended inside the cushion.

Rose blinked, as the cushion became solid again, and she turned to face Ben. “It’s been stuffed inside that seat cushion.” She helpfully offered, pointing to it.

Ben frowned, going over to it curiously. He unzipped it, reached in, and took it out with wide eyes. “It is… How did you…”

“I don’t know.” Rose shrugged. “Lucky hunch?”

Ben looked at the disc, before he smiled, “Really lucky.” He replied, walking over to pop it in and turn on the movie. “Trust me, this movie’s great. Better than Sumo Slammers: The Motion Picture!” He jumped onto the couch, Rose smiling at his infectious excitement, as the movie came on.

Throughout the movie, the girl watched curiously through Krypton’s destruction, the Kents finding Kal-El (“They just let them keep the baby?” Rose had curiously inquired, which caused Ben to reply with: “Well, it was a different time – the only thing you really needed to do was get a birth certificate made, I think.”), and meeting Jor-El and gaining the Superman suit.

All the way Rose watched in rapt attention, unable to tear her eyes away from the Man of Steel and his wonderful powers. The ability to fly (“You’ll believe a man could fly,” the movie promised on the cover, and it delivered), shoot beams of heat from his eyes, see through objects, catch bullets without a scratch, and blow tornadoes into existence. She tilted her head curiously, especially at the X-Ray scene where Superman looked at Lois Lane’s lungs – and she couldn’t help but feel some sense of familiarity with all of it. Not like she’d seen the movie, but like she knew the abilities he possessed were, on some level, possible.

But, it was the moment that Superman redirected Lex Luthor’s missiles that really pulled a feeling of déjà vu from deep within her.

Or rather, a memory.

“This,” The Scottish man in a lab coat pointed proudly at an old, clockwork-style device, “Is a Chronosapien time-bomb. It will wipe your fair city off the map! …along with wiping it from history, to be precise, along with the people living in it at the moment, anyone who’s ever lived in it, too – I just don’t know when to stop.” He chuckled to himself.

“Why?” She rasped, “Why are you doing this?”

“Because,” The time-traveler smiled, stretching his arms out wide, “All of my other attempts to kill dear-old Ben Ten-Thousand have, unfortunately, failed. Since he’s too stubborn to die, I’ll have to ruin him by ruining his friends.”

Rose blinked, staring blankly at the screen as she seemed to lose all sense of the passage of time, as Superman rewound the clock, flying backwards around the Earth to save the woman he loved.

Rain splattered against her face as she lifted the time bomb in her hand, one down to the side, the other extended in front of her as she shot up through the clouds, leaving behind a contrail of streaking pink energy. The temporal component had been defused, but there was something else wired into it – a nuclear backup, and while she was smart, she was also smart enough to know that cracking open a nuclear detonator with no clear idea of how much time they had or what needed to be pulled was a bad idea.

So, instead, she flew it up. Into space.

She didn’t even know if she’d be able to survive if it went off in her hand, but better her than the innocent people who didn’t even know a war was going on under their feet. But she had to try. For them.

She looked to her sides, empty spaces where streaks of green and blue should have been, and pushed ahead.

The air got colder and colder before it became non-existent entirely, she wound up to throw, and-

Right when she was about to let go, the bomb went off. The cataclysmic explosion, enough to vaporize a city, sent her spinning out of control. She began to see double as her ears rung, the explosion having propagated through her body completely with no air to act as a buffer.

“…Rose?” Ben snapped his fingers in front of her, trying to get her attention.

“Huh?” She looked around, snapping back to reality.

“You looked like you spaced out for a second there.” Ben leaned over in concern. “You all right?”

“Oh, yeah, fine.” She smiled in return, looking back at the screen. “Movie’s over?”

“Unfortunately,” Ben took in a theatrical breath, before he got excited. “So, what’d you think?”

“It was great!” Rose gushed immediately in response. “Please tell me there are more!”

“Obviously!” Ben answered, before his smile dropped. “But, ah, we’ve only got the first one in here… Tell you what, though, Smallville’s on Hulu. It’s not exactly the same, but…”

“Turn it on!” Rose commanded, excitedly focusing on the screen, waiting.

Ben laughed to himself, but obeyed, switching it over. The theme song started to play, and he sat back down, as he went digging into the bag of popcorn. His hand brushed along hers, and he yanked it away, clearing his throat.

She didn’t seem to react, instead being focused on the screen. “He looks like Grandpa Max!” She pointed out in surprise.

“Who, Pa Kent?” Ben tilted his head, furrowing his eyebrows. “Huh. Yeah, almost.”

“He’s got the exact same attitude too!”

Ben blinked, gesturing lightly. “I guess now that you mention it, they’re kind of similar…” His lips twitched, as he looked over at her. “Not really.”

“Well, I still think so.” She reached into the popcorn, throwing another bit into her mouth.

Ben shook his head, and turned back to the TV.

…and, he tried to calm the fluttering of his heart.

----------

Gwen’s alarm beeped quietly, as she rolled over with a yawn, turning it off. The sound of grease popping filled her ears, followed by the aroma of sausage being cooked. Raising up in the chair, she looked across to see Ben and ‘Rose’ on the couch, leaning on each other.

She rolled her eyes, turning to find Grandpa Max up, dressed for the day, and cooking breakfast.

“Ah,” Gwen yawned, getting to her feet, “Morning, Grandpa.”

“Morning, pumpkin.” He returned with a slight smile, glancing over at the two on the couch. “Looks like your cousin and his new friend have had a long night.”

“I could hear it,” Gwen huffed, rolling her eyes as she looked at Ben, “How late can two people stay up watching TV?” She wondered, looking at Max curiously.

“After spending hours unconscious, I imagine she didn’t feel too up to sleeping.” Max shrugged in response. “She’ll acclimate soon enough.”

“Yeah, about that,” Gwen leaned over, lowering her voice, “I know we agreed it’d be for the best if she stayed, but we should still be trying to figure out who she is and where she came from, right? Can’t you take a blood sample or something? Run it through a DNA scanner?”

“Gwen, I don’t make it a habit to perform medical procedures without consent.” Max replied sternly enough flipping the patty in the pan. “Besides, even if I did, that assumes she’s already in a database of some type – she might not be, given her method of arrival.”

“…right.” Gwen sighed, “I’m sorry, I’m just… I’m not crazy about having a big, open mystery like this standing there, unsolved.”

“We’ll get it sorted out.” Grandpa Max vowed. “Wake them up, Breakfast’s almost done.”

Gwen nodded, and turned back around, freezing in surprise as she saw what was going on right in front of her.

‘Rose’ was floating. Like someone floating on their back in the pool, her whole body was stretched out, back pointed toward the ground. The sleeping girl rolled onto her side, but otherwise didn’t move, up or down.

“Grandpa, look.” Gwen smacked his arm to get his attention, keeping her eyes trained on the girl to make sure she was seeing what she thought she was seeing.

Max turned around, almost dropping the skillet in surprise as his eyes widened. “What on earth?”

Gwen rushed over, trying to move as lightly as possible as she approached the couch. She grabbed Ben’s arm and began to shake it. “Ben, wake up!” She hissed quietly.

Ben groaned, sleepily yawning as he tried to push her arm away. “What do you want, dweeb?” He inquired, keeping his eyes closed.

“Oh, you know, it’s breakfast, grandpa cooked normal food, and the girl you found last night is defying gravity!”

Ben’s eyes popped open as he looked up, seeing the body floating above him, he let out a yelp of surprise, the sound ringing throughout the camper.

The pair of eyes above him popped open, startled, and she looked down in shock, finding herself suspended in mid-air.

Then, like a cable had been cut, she dropped, landing atop Ben.

“Ow…” The duo groaned, as Gwen let out a sigh.

-------

“I don’t understand…” Rose muttered fearfully, looking up at Grandpa Max with a scared look on her face. “I was just… dreaming. I don’t know what I did.”

“It’s alright.” The older man replied comfortingly, patiently addressing her as he found what to say next.

“You aren’t going to turn me in to anybody… are you?” She inquired.

“No!” Ben immediately jumped in. “No way, nuh-uh!” He looked to Max. “Tell her, grandpa.”

Max sighed, cleared his throat, and nodded in agreement. “Ben’s right. We’re not turning you over to anybody. This thing is… odd,” to say the least, Max left that part unspoken, however, “But we can figure it out together.”

“You’re sure?” Rose inquired meekly.

Max chuckled. “We Tennysons aren’t exactly normal ourselves.”

“Yeah,” Gwen pointed to the older man, “He’s a space cop, and he,” She jerked her thumb to Ben, “Has a watch that can turn him into aliens.”

“What about you?” Rose asked of the other redhead curiously.

“I have magic potential.” Gwen shrugged. “It’s not really my thing, though. Point is, you’re hardly the strangest thing we’ve seen, and if we turned you in to be experimented on or whatever, we’d have to be turning ourselves in, too.”

“That being said,” Grandpa Max stepped in, looking down at the floor thoughtfully as he paced around, “None of us have ever broken the law of gravity in our sleep. I’d say at this point, we’re definitely in uncharted territory.”

Rose’s eyes went wide as she smiled brilliantly, snapping her fingers and pointing at Max as she looked at Ben. “Ha! See, I told you!”

Max looked at Ben with a raised eyebrow.

“She says you’re like Pa Kent.” Ben shrugged.

“He’s Pa Kent, you’re the Clark in this gang,” She pointed to each respectively, before stopping at Gwen, “What does that make you?”

“We can figure that out later,” Max cut off that train of conversation gently, “For now, I think our priority should be figuring out what caused this… and the extent of any other abilities you might have.”

Rose nosed slowly, playing with her hands. “I… I know I have X-Ray vision.”

Gwen did a quick double-take, pointing at her. “What?”

“Ben was looking for the movie last night.” Rose confessed slowly, and somewhat fearfully. “I was looking around, just trying to see, and… and I saw it, in there, in the couch cushion.”

Gwen sighed, slumping slightly. “Great. Gonna have to find a new place to hide it next time.”

“This isn’t normal, is it?” Rose asked the question for absolutely no reason, given the answer had already been discussed. “I’m not human, am I?”

“Hey, hey,” Ben slid over, gently taking her hands, calming her before she could freak and go on a potentially superpower-fueled rampage of emotion, “You fell from the sky, sure, and you may have X-Ray Vision and the power to float, but… if anything, that makes you more like Superman. He’s a stand-up guy, right? So are you.”

“…thanks.” Rose weakly offered, looking down.

“Ben’s right,” Grandpa Max gestured, “You don’t need to be afraid of these powers. They’re tools – like a hammer. And, if you’ll let us, we’ll help you figure out how to use that hammer.”

“…I’d like that.” Rose nodded decisively, “Thanks.”

“All right,” Grandpa Max sat down next to her, looking her in the eyes, “Let’s start with the obvious. I think these powers are something that’s part of you. But, then the question becomes, what triggered them. What could’ve caused you to just start floating upward in your sleep? Any thoughts?”

“I don’t know…” Rose slowly shook her head, gnawing on her finger as she thought. “I was dreaming. Dreaming I was flying.”

“Not uncommon, actually.” Gwen looked over to Grandpa Max. “People dream they can fly all the time, only she can somehow make it a reality.”

“No, but it was like…” Rose struggled for the words, gesturing. “I was flying around, right? But it wasn’t me doing the flying. It was like I was in my body, but my body was on rails? Going through the motions on autopilot I guess. And there were two other girls there, too. It was more like a memory than a dream… And it wasn’t the only one.”

“Really?” Ben looked at her inquisitively, shifting in his seat. “What do you mean?”

“When we were watching the movie, it was like it… it reminded my subconscious of something.” Rose frowned thoughtfully. “That scene where Superman’s moving the missile into space? It made me have a flashback, or something…”

“Really?” Grandpa Max crossed his arm with intrigue, listening intently.

Rose nodded. “I was flying then, too… But that time, it was just me, and… and I was hurting, bad.” Her teeth chattered as she recollected. “I flew a nuke into space, and it was just me that time, and it felt wrong because those other two girls should’ve been there, and they weren’t, and I don’t even know who they are but I just know it was all wrong-“

“Easy there, easy.” Grandpa Max put one hand on her shoulder, gesturing in front of himself in a motion to breathe in and breathe out.

Rose obeyed, closing her eyes as she forced herself to calm. Even as her eyes opened back up, however, tears welled up inside her pale pink eyes, and she looked like she was about to cry.

“I think something terrible happened to me...” Rose sniffled.

“Don’t worry,” Grandpa Max rumbled comfortingly, “We’ll figure this out, I swear.”

Rose gulped as everyone in the RV went silent, thinking. Suddenly, Ben clapped his hands, shooting to his feet.

“I’ve got an idea.” He looked at her. “You can float, and you said you were flying in your dream-memory, right? So, why don’t we give it a shot?”

Rose blinked, “You really think I can do that? Fly?”

Ben walked over to the door, and gently pushed it open. “Only one way to find out.”

Chapter Text

“So, what are we doing?” Rose inquired, looking around the small, clear area they’d chosen, vacant of people and much of anything else. The sun shone weakly overhead, blocked by a thick blanket of grey clouds that were doubtlessly the first arriving vestiges of an oncoming storm.

“Like I said,” Ben walked around with his hands on his hips, looking at her with a smile, “We’re going to get you to fly. On purpose this time.”

“Are…” She looked to Grandpa Max and Gwen curiously. “Are you sure that’s a good idea? What if someone sees us?”

“Oh, you’d be surprised at the obvious things right in front of them that people miss.” Max replied with an encouraging nod.

“Besides, you can handle it,” Gwen patted the other girl on the back, “You did fall from space.”

Rose looked at her with a wide-eyed gaze and sideways head, which caused Gwen to blink.

“Oh. We never mentioned that? Er… don’t worry about it, in any case.”

“All right, Rosie!” Ben clapped his hands, bringing her attention back to him. “So, you ready to do this thang?”

“…not really.” Rose replied with an awkward smile.

“Don’t worry, I’ll be here every step of the way.” He brought up the Omnitrix, and slammed down the core. Blinding green light emanated from his entire body at once, before fading and leaving him in the form of an Aerophibian.

“JETRAY!” He shouted, before taking flight.

“Whoa…” Rose’s mouth fell open in awe as she witnessed the alien teenager slowly fly around. “How’re you doing that!?” She questioned excitedly. “You’re not moving fast enough to generate lift for something of your size!”

Jetray looked down at her with a smile. “Ain’t gotta worry about lift – it’s all about mind over matter!”

“Huh!?” She frowned at the alien’s words, as he looped around overhead.

“Jetray doesn’t exactly obey the laws of aviation!” He began to explain, slowing down to such a speed he should’ve outright fallen instead of keep moving along. “Space, water, air – I move through it all the exact same way, so there’s very little physics involved. Same with you! You were floating in one spot, so unless your body suddenly became lighter-than-air, there’s something else to it. Something you were controlling on a subconscious level. All you need to do is control that same thing again.”

“Okay…” Rose frowned again. “Fly!” She hopped, landing only a second later. “Up up and away!” She tried, only managing to get about a foot off the ground. “Flight powers, activate!” She ordered, trying a third time. She sighed, shaking her head. “Nothing’s working.”

“Hmm…” Gwen stroked her chin in thought. “How about you try to focus on how flying felt, in your dream-memory? Maybe that might get your body on the right track – like someone feeling a shiver after remembering a cold day.”

Rose hummed thoughtfully, and even Jetray had to admit the idea had merit. After a second, Rose closed her eyes, and took a deep breath, no doubt focusing on the dream. A few seconds of her just standing there with her eyes closed passed, ending with nothing.

“It’s not working either.” She popped them back open.

“All right, then, plan c!” Jetray hollered down. “Rosie, I want you to jump, as high as you can!”

“I’ve already tried that!” The girl shouted back up, shrugging hopelessly.

“Not those short little hops – really jump! Put your whole legs into it, as hard as possible!” Jetray elaborated.

The girl chewed her lip, looking up, uncertain, before she took a breath. Crouching low as she kept her eyes trained on the sky, Rose pushed off the ground, putting as much strength into the movement of her legs as possible.

The result was not at all what she was expecting.

The girl shot up like a bottle rocket, cracking the ground beneath her under the force of her leap. Jetray yelped, rolling out of the way as she soared high, more than a hundred feet, before she reached the apex of her jump and went falling back down to the ground.

The earth tremored as the superhuman redhead slammed into the dirt. So worried were Gwen and Max that they dashed into action, moving closer to see Rose looking up with a surprised expression – one that quickly morphed into a joyous smile.

Looking skyward, the pink-eyed redhead jumped again, once more putting all her strength behind it. As she did what Jetray suggested and ascended into the air, Rose also began to do what Gwen suggested, remembering how it felt in her flashback and her dream. She focused on the buzz of power, the currents of the wind blowing past her, the feeling of moving so quickly she just missed the ground.

Then, it was like something had been unlocked inside her that she didn’t know had been sealed away.

As she reached the apex of her arc, she shot up again, in complete defiance of gravity, leaving a contrail of bright pink energy in her wake.

Rose looked down, realizing the ground wasn’t getting any closer and that she could move around, which pulled out a vibrant laugh from deep within her.

“Ben!” She hollered, looking over to Jetray.

“I know!” The Aerophibian smiled back, keeping up with her all the way, “You’re flying! How about we take this up a notch?” He asked suddenly. “Bet you can’t catch me!” He hissed out quickly, shooting ahead like a bullet.

“Oh, you’re on!” Rose returned with a grin, extending her fists out in front of her as she increased her speed as well, keeping up with him.

And on the ground, the two normal humans could only look up in awe.

“Well…” Grandpa Max began, attempting to find something to say as the pink ribbon of light coiled around and skywrote aimlessly. “That’s new.”

Gwen blankly nodded, looking up. She half-expected nothing to come from it, so bad was Ben at teaching the use of powers. At least… he was that bad at teaching the use of powers to Gwen. As she stared, though, Gwen couldn’t help but feel that something was amiss. Not necessarily in a bad way, but that there was something glaringly obvious staring her in the face.

“You know, your eyes are kind of the same color as pink roses.” Ben noted with a smile. “How about it? Rose.”

Gwen frowned. A pink contrail of light… Two other girls in Rose’s dream… Gwen’s jaw fell open in realization as she looked up at the two flying around.

And pink irises. Only one person on the planet was known to have that eye color.

“Oh… no… way…” Gwen breathed, as her entire being became alight with shock, and a whole army of little butterflies spontaneously sprung into existence in her stomach.

“Gwen?” Grandpa Max turned to her, concerned. “What is it, pumpkin?”

Gwen leaned over, keeping her eyes focused on the game of tag, like she was afraid by tearing her eyes from it, what she’d seen would vanish entirely. “You remember how we were talking about Eunice and Ben asked if we’d ever missed something so glaringly obvious that later we wondered how we missed it? I’m starting to feel that right about now.”

“Hey, guys!” Rose called down with a wide grin, floating to the ground before landing and stumbling. “Whoa!”

“It’s okay,” Jetray landed behind her, transforming back into Ben, “You’ll learn to stick the landing one of these days.” Ben looked at the shocked Gwen, and the confused Max, and he frowned in his own sense of puzzlement. “What’s up with her?” He gestured to Gwen.

“…I think I know who ‘Rose,’” Gwen began, staring blankly with wide eyes at the other redhead, “Is.”

---------

“You’re a Powerpuff Girl!” Gwen gesticulated crazily as she looked at Rose in that starstruck way people who were about to meet their idols did.

Rose blinked, tilting her head. “A what?”

“You know, a Powerpuff Girl!” Gwen repeated like it explained everything, which it didn’t. “You know, fighting crime, saving the world before bed-time! You’re… like, legends!” Gwen looked at Ben, pointing. “Ben, tell her!”

“Uh…” Ben blinked. “I’m with Rosie,” He pointed at the other redhead, “I don’t know what those are. We didn’t have those in…” His eyes flickered over at the pink-eyed girl, before he cleared his throat, “Where I’m from.”

“You don’t!?” Gwen bellowed in shock.

“Gwen,” Grandpa Max stepped in, “Take it easy… Getting excitable and shouting’s not helping.”

“Right, you’re right, of course,” Gwen quickly nodded, “Sorry,” She apologized to Rose with a cringing smile, “It’s just… you’re one of my idols, seriously, like, way up there. Above Lucky Girl, but I feel like that should go without saying seeing as she’s a fictional superhero and designed to appeal to as many girls as humanly possible-“

“Gwen.” Grandpa Max sternly intercut again.

“Right, right.” Gwen took a breath, calming herself as the shocked girl stared at her.

“So…” The second redhead began. “You know who I am?”

“Pssh, are you kidding me, who doesn’t?” Gwen shrugged quickly.

“Gwen,” This time it was Ben who cut in, which was saying something, “You’re acting, like, well, me when anything Sumo Slammers related happens.”

“Well, duh!” Gwen gestured widely at Rose. “She is my Sumo Slammers!”

Ben blinked, looking at their guest curiously. “Rose is your Sumo Slammers?”

“Yes!” Gwen shouted, nodding. “And her name isn’t Rose! …though it is a funny coincidence, given her real name has to do with flowers as well.”

The second redhead double-took, looking at Gwen demandingly. “You know my name?”

Gwen smiled proudly, and nodded smugly, happy to have that little nugget of information at last. “Blossom Utonium. Commander and the leader of the Powerpuff Girls. The smart one, and the pink one.”

“Blossom…” She repeated to herself with wide eyes, nodding slowly. “Yeah… Yeah, that does sound familiar.”

Ben spluttered, rounding on Gwen. “How do you know all this?”

Gwen snorted, “It’s not like it’s classified information! You can find it on Wikipedia.”

“Huh?” The amnesiac Blossom questioned, blinking blankly.

Gwen sighed, sitting in her seat, and opening her laptop. As she logged in, she began to explain, “The City of Townsville,” She began, looking at Ben and Blossom to make sure she had their attention as she loaded up the search engine, “Was kind of a shitty place to live back in the day. We’re talking levels of violent crime that makes Detroit look like a safe place to live.”

“It’s also one of the favored haunts of an extradimensional demon,” Grandpa Max recited, probably from his Plumber knowledge, “Though nobody’s exactly sure if he’s there because of the crime, or the crime’s there because of HIM.”

“Well, if it’s a demon, then the city’s probably built atop an ancient Indian burial ground or something.” Ben shrugged. “That’s what makes Gotham City so bad in the comics.”

“Gotham, yes,” Gwen snapped her fingers, pointing at Ben, “That’s exactly what Townsville used to be like. You had corruption, crime, a Mayor who couldn’t see past his secretary’s neckline in charge of the whole place, and the people in the city were just… hopeless. But then, in walks in Professor Utonium.”

“Who?” Ben raised an eyebrow as Blossom simply nodded, following along.

“Remember when we were at the Smithsonian?” Grandpa Max inquired in response. “I mentioned a man who accidentally tapped into alchemy while making a new super-substance? That was him.”

“Except, well, he wasn’t exactly making a new super-substance.” Gwen wiggled her hand. “He was trying to make a perfect little girl, something so good and pure that it would just drive out the evil vibes in the city.”

Ben snorted. “Okay… He used alchemy to make a little girl, and that girl happens to be Ro- er, Blossom?”

Blossom smiled up at Ben, shifting the way she sat on the couch. “You can keep calling me Rose, if you want.”

“Oh, um, thanks.” Ben smiled back.

Gwen sighed, rubbing her face. “Well, Ben, technically speaking, no. He didn’t make a little girl. He made three.”

“And…” Ben blinked, “Gave them superpowers. How did that happen?”

Grandpa Max cleared his throat, “Well, the alchemical recipe was just your standard ingredients. Sugar, spice, and everything nice.”

Ben snorted, crossing his arms, “Let me guess – later, he made three boys using snakes, snails, and puppy dog tails?”

“No.” Max shook his head. “That was Mojo Jojo.”

Ben’s arms dropped to his side as his befuddlement got the better of him. “Wha…”

Max nodded. “If things had gone to plan, there would’ve just been a normal, human little girl. But Professor Utonium accidently added something else to the mix-“

“A can of whoop-ass!” Gwen excitedly pumped her fists, before she realized her excitement got the better of her, and she sheepishly smiled. “Whoops… Chemical X, sorry.”

Max sighed, gesturing to Blossom. “Anyway, take all that, mix it up, add a dash of a super-mutagen, and you get…”

“Three girls who have all the powers of Superman, and none of the Kryptonite factor.”

“S-So I really am like Superman?” Blossom questioned, wide-eyed.

Gwen smiled, and shrugged. “X-Ray vision, heat vision, ice breath, super strength, flight, and super toughness. That’s most likely how you survived the fall from orbit.”

Blossom nodded, disseminating the information slowly.

“W-Wait,” Ben held up a questioning finger, “If you know all this, how come you didn’t recognize her until now?”

“Well,” Gwen slowly drawled, clearing her throat, “The Powerpuff Girls were celebrities… back when they were in kindergarten. Once they hit seven years old, they kind of… retired.” Gwen shrugged with thinned lips. “They’ve been out of the public eye for a decade.”

“What?” Blossom questioned as her eyes widened with worry. “Why?”

“Nothing bad, I promise!” Gwen quickly gestured. “You guys didn’t suffer a humiliating defeat, or lose part of your family or anything like that… You guys won.”

“Won?” Blossom curiously tilted her head, as Gwen smiled.

“You guys did it.” Gwen explained, turning her laptop around to show a picture of the City of Townsville as it appeared in the present day, all bright, and vibrant, hopeful and clean. “Your big villains – that’s Mojo Jojo, the Amoeba Boys, the Gangrene Gang, Princess Morbucks, Sedusa, Fuzzy Lumpkins, and the Rowdyruffs – most of them either reformed and retired from crime or died of natural causes. Everyone else, your petty criminals like bank robbers, carjackers, and the like kind of just stopped once they realized it wasn’t worth it with you girls patrolling the city. Townsville’s now one of the most crime-free places on the Earth. But… without crime to fight, the three of you kind of just faded out of the public eye. Heck, the three of you became recluses – the only reason I made the connection past your superpowers was because you have pink irises – something no one else on the planet has. If we’d found Bubbles or Buttercup instead, trying to figure this out might’ve been a lot harder.”

“We retired…” Blossom muttered, looking at the image of the city. A smile pulled itself into existence on her face, before it quickly fell, as a question crossed her mind. "What happened?” She asked at last, looking at Gwen. “Why did we come out of retirement?”

“That,” Gwen took a breath, turning her laptop back around, “Isn’t on the internet, I’m afraid.”

“You said there was a nuke in your flashback,” Ben tossed out experimentally, “Maybe someone attacked the city, and you were trying to stop them?”

Blossom nodded. That did mesh with what little she remembered, but… “Wait… If there were three of us, then what happened to the other two?”

Gwen let out a reluctant sigh. “I don’t know. The only reason I realized it was you, Blossom, is because of your eyes.”

“My… eyes?” Blossom repeated, touching her face in confusion.

“Only one person on the planet was known to have eyes like yours,” Gwen explained, “And that was you. Add in the powers, and that’s a pretty big nail in the coffin. But Bubbles and Buttercup, they… well, they look normal. If they’d fallen to Earth like you did, then there’d be no easy way to tell for sure who they were until they used their powers.”

“O-Okay, then all I have to do is find them.” Blossom resolved, standing up. “Then they can tell me what happened, right?”

Gwen looked to Grandpa Max, the old man swallowing as he wet his lips.

“Blossom,” Max cleared his throat, proceeding gingerly as he addressed the redhead, “Your two sisters were already gone in your memory of flying the nuke into space.”

“What?” Blossom questioned, her face falling as she processed what he was suggesting. “No… no, you’re wrong.” She shook her head in denial. “I survived a nuke to the face, they wouldn’t have… they wouldn’t die that easily.”

Gwen solemnly looked at Blossom. “I know. But… I also know they wouldn’t let their sister fly into space with a nuclear bomb without them, no matter what she said to convince them.”

“No… no, they’re alive, I know it!” Blossom shouted back, floating off her feet away from them.

“Uh, Blossom,” Ben addressed gently, “Maybe you should-“

“No!” Blossom tore the door off as she opened it, whipping around to face the Tennysons, “They’re alive, I’ll find them! I just… I just need to look!” She turned her sight skyward, blasting away, leaving a streak of quickly-fading pink light.

“Blossom!” Ben shouted up after her, letting his arms fall to his sides.

“Ben…” Gwen carefully approached.

Ben spun around, fury blazing within his eyes. “Are they dead, really? Are you two even sure!?”

“Calm down, Ben!” Max barked.

“No!” Ben hissed back, looking to the sky helplessly. “You just sent her flying away while a nervous wreck!”

“Ben,” Grandpa Max placed both his hands on Ben’s shoulders, “Listen to us. Blossom will be fine… But this is something she needs to figure out herself.”

Gwen nodded in weak agreement, “The Powerpuff Girls don’t fight against threats on their own. It’s always the three of them, as a team. If Blossom was dragging that nuke into space, it was because the other two were out of the way in some capacity.”

Max nodded in agreement. “It doesn’t necessarily mean they’re dead, but I doubt anything we could say could convince Blossom otherwise, once she jumped to that conclusion.” He looked scathingly at Gwen. “Which makes it all the more disappointing you let her get there in first place.”

“Me!?” Gwen spluttered. “You’re the one who said they were gone first!”

“Yes,” Max nodded, “And I was going to say that it was possible they simply weren’t in a position to give her the answers she wanted. You didn't say that. You just confirmed in her mind that they might be dead.”

“…oh.” Gwen blinked, as her face fell. “Shit.”

“Yeah, ‘shit.’” Ben angrily huffed, spinning away. He slammed his hand on the Omnitrix, and transformed, the light fading and leaving him as XLR8. “I’m going for a run.”

Gwen and Max watched as he zipped away at super-speed, leaving them on their own at the camper.

Max sighed and moved to pick up the door.

Meanwhile, Gwen chewed her fingernails. There had to be some evidence of what happened…

Her eyes flickered over to her laptop, and she nodded to herself.

Time to get to work.

-----------

Blossom didn’t stop ascending until she reached the edge – the highest portions of the atmosphere which were technically still considered the atmosphere, albeit extremely thin to the point of non-existence, the precise spot where the blue sky gave way to the black void of space.

Only then, did she stop her ascent. The girl spun around, looking down at the Earth below, and she swallowed.

She had sisters – sisters who were in trouble, and the only ones who could tell her what was going on.

Blossom closed her eyes and opened her ears, listening to the sounds of earth below – billions of voices overlapping each other. Most were living their own lives, others were crying out in happiness, or fear, or for help.

But through it all, she couldn’t hear her sisters. Her rational mind wanted to pin it on the sheer volume of voices, and the fact that she just used her super-hearing for the first time in her recent memory, but a deeper part of her knew that it was because they simply weren’t there.

They couldn’t be dead. She survived a nuke to the face and a fall from space, after all, and they were just as strong as her.

“Oh, my dear sweet Blossom, you only just survived those two things, I’m afraid.”

Blossom’s eyes widened as her head frantically swiveled around. She knew that voice – it was the Scottish man who made the bomb that got her into this whole mess.

Blossom narrowed her eyes, staring at empty space.

“Oh, I wouldn’t bother – I’m not really there.”

“Show yourself!” Blossom barked, drawing up for a fight.

“Ah, not quite yet, I’m afraid – or, ah, I already have. Time travel’s terribly confusing, the tenses are horribly difficult.”

“If you’re trying to throw me off, it won’t work!” Blossom hollered impotently into the void, as the Earth turned beneath her.

“Throw you off? No… dear me, no. I’m only simply trying to atone for past mistakes. Chief among them, that bomb that caused this mess.”

“Then let me see you.” Blossom glowered, crossing her arms.

“Ah, I would do that, but I can’t. It would throw everything into jeopardy. I’m one step ahead of the Enemy now, but the moment I show myself on your plane of existence, he’ll become aware of my existence. Besides, it’s simply not time…”

“Time for what?” Blossom questioned angrily.

“The moment I show myself to the Enemy, that is the precise moment the Time War is fated to end. The same conflict that you have, unfortunately, been drawn into. I’ve done my best to mitigate the damage – redirecting your fall towards the Tennysons, being one example among them – but I cannot, must not allow the Enemy to become aware of my existence until the very end. Unfortunately, the Enemy has grown desperate. He is about to launch a direct attack on Ben himself.”

“Ben?” Blossom looked around frantically. “Why?”

“Because Ben is a threat. And in his current emotional state and self-imposed isolation from his friends, Ben won’t be able to fight back. Ben will not stand a chance – you must help him.”

Blossom swallowed, but narrowed her eyes. “How do I know this isn’t a trick? You planted that nuke – how do I know you just don’t want me to go to find my sisters?”

“The choice is entirely up to you, Blossom. You only need to do what you feel is right. I know you can make that decision. In any event – good luck.”

The echoes of the Scotsman faded from her ears, as Blossom sighed, looking down at Earth.

She had questions and a need for them to be answered.

But… she also couldn’t give up on Ben. Nice, sweet, patient Ben who helped her unlock her powers again and set her back on the path to discovering what had happened.

Blossom looked on herself with a frown, before determination filled her, and she clenched her fists, racing back down toward the earth.

Whatever happened, she’d need a change of clothes.

----------

XLR8 ran aimlessly, looping back on street after street as he moved, feeling the speed run through his veins. Already, he was regretting snapping at Grandpa and Gwen like that, but he couldn’t go back until his head was in a better state.

So, instead, he kept running, and let his thoughts run along with him.

There were superheroes beyond just him and Rex (who didn’t even count, cause this Rex didn’t have powers, last Ben checked) – that was good! They also had their own rogues, which was bad. It did make him wonder, though, what was he thinking making more superheroes? Not that he regretted the decision, but he was genuinely curious.

As XRL8 ran, losing himself in his mind, the road next to him suddenly exploded, knocking him violently to the side, sending him rolling to a stop on the pavement.

“Hey!” XLR8 hissed, getting to his feet and turning around, “What’s the big ide-“ He cut himself off, seeing none other than Professor Paradox standing there in all his grey-haired, scientist glory, holding a sword with the Omnitrix symbol on it. “Paradox?” XLR8 tapped the Omnitrix, going Ben again.

The Timewalker smiled, his grey eyes twinkling happily like he’d just done something he’d been waiting to do for eons. “Hello, Benjamin!”

Ben looked him up and down with a frown. The Timewalker’s clothes were oddly normal. “Hey, what gives? I thought you’d given yourself a steampunk do-up…” He looked at Paradox’s hand, his eyebrows shooting up. “And I thought you had an infinity gauntlet. What, did you trade it out for a sword?”

“Not just any sword, my friend!” Paradox smiled. “Ascalon!”

Ben paled, looking at the weapon. “I gave that to Azmuth…”

“Yes, you did!” Paradox nodded with a smile.

“So, what’s it doing with you?” Ben questioned, “Is Dagon back? Is he the Enemy you’re fighting in the Time War?”

Paradox took a breath to speak, holding up his finger as he began to pace slowly around. “Ah, not quite. Though he is a nasty beastie, to be sure.”

“All right…” Ben frowned in confusion, keeping his eyes trained on Paradox. “I thought you couldn’t manifest yourself here – it was too dangerous.”

“Danger?” Paradox tilted his head – not in boasting, but in genuine confusion. “What danger? Nothing can hurt me. Especially not with this…” He waved the sword around slightly, turning his back toward Ben.

Ben took a frustrated breath, looking at Paradox in exasperation. “Look, professor, I’m kind of dealing with something important right now – and I get you show up only when things are dire – but is this really more important than that?”

“Oh, indeed.” Paradox nodded slowly. “In fact, this will go down as the most important day of your life.”

Ben quizzically tilted his head. “Okay… How come?”

“Why,” Paradox turned around, as the sword’s blade began to glow brightly blue, “Today’s the day you die, Ben.”

Ben’s eyes went wide as Paradox swung the sword, causing a ripple of blue energy in the shape of a curve to shoot out, on a direct course for the teenager.

Ben brought his hands up, attempting to shield himself, as the wave careened toward him.

Chapter Text

“Why,” Paradox turned around, as the sword’s blade began to glow brightly blue, “Today’s the day you die, Ben.”

Ben’s eyes went wide as Paradox swung the sword, causing a ripple of blue energy in the shape of a curve to shoot out, on a direct course for the teenager.

Ben brought his hands up, attempting to shield himself, as the wave careened toward him.

Ben cringed helplessly as Paradox – his friend – unleashed a blast wave of blue energy right toward him. He couldn’t run from it, he couldn’t dodge it, and Ben knew what Ascalon was capable of – shattering planets.

This would be it. His death.

Ben’s life flashed before his eyes, every moment drawn out on repeat, and the fears of what he’d never be able to do as the wave came toward him, seemingly in slow motion. All he could do was accept it.

But, as always, it seemed the Omnitrix had different ideas. The watch let out a long, high-pitched, scream-like beep, the core ejecting, spinning, and going back down of its own accord. As the dial slammed itself back into place, however, Ben did not transform.

Instead, as the green light washed over him, the energies from the Omnitrix blasted out in a brilliant shockwave, meeting the wave from Ascalon head-on, causing both waves to fizzle out harmlessly upon striking.

“What?” Paradox questioned in confusion, as Ben looked down at himself in surprise. “That’s not possible!”

Ben spluttered in surprise, looking between the Omnitrix and Ascalon… and noticing their shared symbols flashing quietly in unison. The sword and the watch recognized each other – that had to be the only explanation, and knowing how much his Azmuth had regretted building the sword, it wasn’t crazy to think that this one must’ve installed some defenses against it in this Omnitrix.

“Most powerful sword in the universe turns out to be a total dud!” Ben let out a bark of laughter, shaking his head at Paradox. “So, why don’t you put it down, I can kick your butt for getting whatever crazy idea that means you have to kill me, and we can both go home?”

Paradox narrowed his eyes at Ben, flickering across the field, and suddenly, his hand was around Ben’s neck, clamping down tight. “I’ve got a better idea.” The Timewalker hissed as Ben’s eyes bugged out, the teenager kicking and struggling to no effect as Paradox’s grip seemed strong enough to hold together planets. The Timewalker grinned, placing the sword in mid-air as he went for something in his pocket.

Digging deep, Paradox pulled his arm back out, giving Ben quite the shock when he pulled out the Alpha Rune. The Timewalker’s eyes followed Ben’s gaze, causing him to smile.

“Ah, recognize this, do you?” Paradox inquired faux-happily as Ben let out wheezing, choking noises. “Quite a powerful little thing, not to brag. With this I’m, conservatively speaking, a god. Now, for my first miracle…” He moved the little stone over to Ben’s Omnitrix arm, holding it above the watch. The rune flashed, causing a spark of violet electricity to jump from it into the watch.

Ben struggled, taking in a wheezing gasp of air as the Omnitrix spluttered and sparked, as the whole thing began to wriggle around on his arm, and start to peel away.

Desperately, Ben made the decision that whatever alien mind control was affecting Paradox, he had to get out of the Timewalker’s grip, pronto. And so, Ben pulled his leg back, called upon his many years of little league, and swung, as hard as he could.

A crack came as Ben’s foot impacted, and Paradox let go in surprise. Ben quickly scurried back, as the Omnitrix resettled on his wrist, and began to beep.

“Now…” Paradox cocked his head, staring piercingly at Ben, “Why’d you have to go and do that?”

“Well,” Ben cocked his head in response as he brought up the Omnitrix, “When someone’s trying to kill you…” He let that sentence hang as he pressed the button, expecting the core to jump up obediently.

Instead, it only flashed blue.

“Oh, come on, not now!” Ben groaned, pressing the button again, only for the display to turn blue again. “Oh, not now, I’m busy!”

“Ah, careful, careful, Benjamin.” Paradox smiled teasingly. “I appear to have ‘accidentally’ forced your Omnitrix into a hard reset. That was rather careless of me.”

“Oh, you know, we all make mistakes… Like trying to kill our friends.” Ben gulped, before darting away.

Paradox chuckled, shaking his head as Ben vanished into the trees off the side of the road.

Ben huffed and puffed, jumping over plants in the ground as he glanced behind him. Not seeing Paradox, he turned back around, digging his heels into the ground and sliding to a stop as the Timewalker appeared before him.

“You know, when something chases you slowly, it usually means they don’t have very much reason to run?” Paradox spoke in recollection, even as Ben dashed away.

Ben’s eyes flickered frantically as the Omnitrix beeped and he saw Paradox to his left, leaning against a tree.

“For example: did you know that humans are some of the few organisms on the planet Earth that don’t hunt by outrunning their prey?” Paradox regaled, checking his nails.

Ben’s heart pounded in his chest as he turned away, heading in the opposite direction.

“Their prey would run, and run, and run,” Paradox continued, sipping from a cup of tea along the path as he leaned on Ascalon embedded in the ground, “And the humans, well, would just follow. Not running, simply walking, following the tracks however they could. Through rain, sleet, snow, and hail, across rivers and deserts.”

Ben breathed heavily, before his fear got the better of him, and he tripped over a branch falling to the ground.

“Eventually, the prey that ran, and ran, and ran, trying to save itself, would have enough, and be too tired to run,” Paradox’s foot hit the ground in front of Ben’s face, “And the humans, who spent all their time moving slowly, would catch up. And with all their stamina left over, well… it was hardly an even fight.”

Ben looked up, swallowing as Paradox leveled Ascalon at him.

As Paradox drew back, a thunderous boom echoed from high in the atmosphere.

Ben and Paradox looked up, to see a pink shooting star come tearing down from space. It curved mid-flight, and sped around quickly, blasting apart trees in its shockwave before it slowed down. The shooting star slammed into Paradox, knocking him away at subsonic speed, sending him and his weapon flying through the woods.

“Yeah?” Blossom rhetorically asked, hanging in the air a few feet off the ground. No longer was she wearing Gwen’s clothes, but instead she was wrapped up in a black romper, a stripe of pink going around her waist. Long boots climbed up her legs to just over her knees, and tying it all together, at the top of her head, was a large, crimson bow. “Something tells me those endurance hunters didn’t stand around telling stories though.”

“Blossom!?” Ben gasped as she floated to the ground and turned around to help him up. “You look… You look good.” He stammered as she helped him to his feet.

“Really?” Blossom looked down at herself in surprise. “Cause the black, it’s like- it’s all that they had and I was worried that it might be a bit too grim and dark or make me look unapproachable-“

“Seriously.” Ben smiled. A twig snapped, which made him remember who exactly she just hit, and he spun around, to see Paradox walking back through the trees, absolute murder written on his face.

At that moment, the Omnitrix let out a long beep before the light shifted back to green.

“Oh finally!” Ben shook his head as he played around with the dial. “For Azmuth’s greatest creation, you sure do love to crap out at the drop of a hat!” He then narrowed his eyes, looking down at the watch. “If I activate you and I find all my aliens are gone, we’re gonna have problems.”

The Omnitrix, naturally, did not respond.

“Are you having a discussion with your watch?” Blossom questioned.

Ben’s eyes flickered between her and the Omnitrix. “You know what – we’ll discuss this later!” He pressed the button on the bottom, causing the dial to spring up. Ben slammed it down, and let the light overtake him.

“ATOMIX!” The walking nuclear master wiggled his fingers and turned to Blossom. “I advise you withdraw, fair lady! This is not your fight to finish.”

“You helped me, Ben, it’s only fair I help you. Besides, it became my fight,” Blossom retorted, angrily glaring at Paradox, “When he planted a bomb in my city.”

Atomix looked at Paradox, affronted. “I say – it was you, Professor?”

Paradox replied with a simple, bashful shrug. “Shh…” He placed a finger over his mouth, before winking and tapping his nose. “You mustn’t tell anyone.”

Blossom shook furiously, cracking her knuckles.

“Then allow me to return the favor!” Atomix planted his feet in the ground, pulled the power from the universe around him, causing his body to glow brighter. “HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA… CHERNOBYL STRIKER!” He called, thrusting his arms outward.

Paradox rolled his eyes as the stream of bright green particles blasted out toward him. Calmly, he raised the sword in one hand, holding it steady as the particle beam approached. Feet from Paradox’s body, Atomix’s strike hit thin air, and dissipated harmlessly around the old scientist.

“Hmm… a bit drafty here, wouldn’t you agree?” Paradox asked with a smile. It quickly dropped as he turned serious. “What? Did you not think I’d learned from our last encounter?”

“Aw, man,” Atomix gulped, as Paradox began to spin the sword around in his hands. Gusts of wind rippled out in a vortex, blasting the heavyset alien back along the ground, along with Blossom. The two dug their heels into the ground, trying to shield themselves against the gusts. Atomix fell on his back, slamming his hands into the ground as the gusts only grew more powerful.

“We need to counteract the motion of the wind vortex!” Blossom suggested, looking at Atomix. “You’ve got any aliens in there that could help!?”

“One,” Atomix answered, “And he’s… He’s immune to magic!” He realized, letting go of the ground and going flying. “TERRASPIN!” Green light came from behind, before a large, turtle like object came flying in like a helicopter, a series of flippers around its shell spinning rapidly as air was blasted out of holes in his shell, forcing the wind to die down.

Paradox’s face twisted in surprise, before he smirked, realizing the opportunity presented to him. The blade began to hum with power, glowing a vibrant blue as he brought it up, and prepared to bring it down in a swiping motion.

Blossom looked up, her eyes widened, and in an instant, she was over at Paradox’s position in a streak of pink light, grabbing the sword halfway down, bare-handed, well before it could complete its motion and send out its energy attack.

“That’s the best you’ve got?” Blossom tsked, and shook her head, looking at the Timewalker with disappointment. She looked down the length of metal, at Paradox’s arm, before she started taking in a deep breath. Morphing her lips into a shape like she was letting out a whistle, she let the deep gulp of air all out, cold air streaming out like fog. Upon contact, Paradox’s arm became frosted over, frozen solid as his face and body twitched in pain.

Blossom smirked, bringing up her free hand, already balled into a fist. Paradox’s face morphed in the expression of terrified realization as he realized her intent, before she brought it down, slamming through his frozen limb and shattering it apart.

Paradox let out a bark of pain as Blossom yanked away the sword, and she floated up, sending both legs flying into his chest.

The Timewalker was knocked back, slamming spine-first into a tree as Blossom touched ground again, passing the sword off hilt-first to Terraspin. Paradox’s eyes blazed with rage as he lifted the Alpha Rune in his other hand, and squeezed it, causing the symbol etched into it to glow brightly. His shattered arm weaved itself back into existence with a magenta glow, as he let the Rune float in front of him, narrowing his eyes.

Terraspin stood tall as the Alpha Rune flashed, and Paradox seemed to split apart into an army of duplicates, Echo Echo style. The Paradoxes swung their arms, lassoes of mana materializing in their hands, before they threw them at Blossom and wrapped them around her, pulling her to the ground.

Blossom struggled, attempting to free herself however she could. Her eyes began to glow from within – literally, like a light was shining behind her eyes – before a beam of scarlet light shot out from her eyes, directed at the Paradoxes. The Timewalkers gestured, causing the Alpha Rune to flash and surround them all in protective barriers that the laser sight simply bounced off of. The Paradoxes grinned, lifting their empty hands, which all became aglow with pulsating mana.

Terraspin’s eyes widened as he jumped into the path. The bolts struck him, and pushed him back slightly, as the attack from the small wave of Paradoxes fizzled out against his skin.

At that moment, the lassoes of mana broke from within, as Blossom shattered through the strings of energy and floated up.

“Now,” Terraspin spoke slowly as he leveled Ascalon at the Timewalkers, “Let’s see how you like it!” The emblem on the hilt flashed as the blade flickered blue, Terraspin swinging it in the same slashing motion Paradox had demonstrated before.

The wave of energy blasted out as the Timewalkers brought up their shields again. The constructs of mana shattered apart, as the men behind them were vaporized, scoured from the universe at the atomic level – save for one, the original.

As he tried to get his bearings, Blossom blasted forward, leaving a streak of light behind her as she went flying up to Paradox, and delivered a superpowered uppercut to his jaw, sending him rocketing into the stratosphere. She stopped, floating back as she reoriented herself, before taking off after him. Paradox tumbled, the Alpha Rune flashing as he used its power to pull the clouds around him into a swirling vortex.

Effortlessly, the clouds were broken through as Blossom blasted through, slamming her fist into Paradox again and sending him even further up.

Terraspin witnessed it, and decided enough was enough, now that Ascalon was removed from Paradox. Terraspin slapped the Omnitrix symbol, and transformed. “ATOMIX! The metallic alien looked up, and leapt, flying high into the atmosphere and beyond it as he warped gravity around him, pushing him out further into space.

Eventually, he caught up with Blossom, who delivered a kick to Paradox, sending him flying into actual orbit.

The redhead looked over at him with a smile. “How about you do the honors?”

“Yes, gladly!” Atomix raised his arms over his head. “HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA…” A green sphere of nuclear energy crackled into existence inside his hands, sparking with power as Atomix took aim. “NUCLEAR WINNER!” Bellowed Atomix, as he threw the sphere without a second thought.

Paradox looked up, just barely in time to see the orb approaching before it slammed into him, and erupted into a micro-supernova of green fire. Both alien and human shielded their eyes as the eruption consumed the Timewalker, igniting like a miniature sun in the vacuum of space.

Soon enough, it faded. And Paradox was gone.

“And thus, the day is saved!” Atomix spoke pridefully with his hands on his hips. “Thanks to Blossom and the magnificent Atomix!”

“Who was he?” Blossom inquired, looking at Atomix as they floated. “You sounded like you knew him.”

“…come!” Atomix gestured. “I shall explain once we return to my sister and grandfather!”

Blossom nodded, floating down after him, back down toward the Earth.

Chapter Text

Atomix and Blossom touched down gently outside of the Rustbucket, the alien hero reverting back to human as they strode up to the RV. Blossom looked at the slightly-warped door with regret, before they both stepped inside.

Gwen, who was up at her laptop, looked up, her eyes widening in surprise as she took in the states of the two. “Holy crap, what happened to you guys?” She inquired, looking the two over. She then spotted the Omnitrix and Ascalon, and her expression got even more surprised. “And where’d you get a freaking sword!?”

“Oh, you know, picked it up off an old friend who just showed up out of nowhere and went all Team Rocket on my ass!” Ben puffed out, shaking his head in shock.

“…what?” Gwen raised an eyebrow.

Ben sighed, sliding into the booth across from her. “Let me start at the beginning…”

-------

“…and then Blossom launched him into the stratosphere!” Ben gestured widely, as he finished regaling Gwen and Grandpa with the events of what had happened.

“…okay…” Gwen muttered. “So, you’ve got a time-traveling friend who’s basically more like Doctor Strange at this point than Doctor Who, he’s gone psychotic, and is trying to kill you.”

“That seems to be about the end of it!” Ben flapped his arms around wildly, shaking his head as he looked down. “I just… I just don’t get it. The last time we talked, Paradox seemed pretty chill with me. If he’d wanted to kill me, why didn’t he just do it then?”

“That isn’t all,” Blossom, leaning against the wall with crossed arms, spoke up, “I recognized him. He’s the one who planted the bomb that got me into this mess… And he talked to me after I flew off, in my head.”

“I remember him too.” Max spoke with his hands on his hips, looking down at Ben, “He showed up shortly after you and your ten-year-old self swapped bodies. Young you defeated him as Atomix then, too. You’re really sure he’s your friend?”

“Positive!” Ben insisted quickly. “Paradox is… odd, and cryptic, and maybe a little crazy, but he’s only ever got people’s best interests in mind! Plus, he’s never tried to kill me!”

“Until now.” Gwen grimly corrected.

Ben sighed, solemnly nodding. “Until now. I just don’t get it though! All that talk about Time Wars and mysterious enemies, and he’s trying to kill me?”

“I don’t know,” Blossom muttered, frowning thoughtfully, “He wanted me to go and help you fight.”

“Probably to get us both in the same spot to get rid of us.” Ben muttered, leaning on his hand. “That’s what would make sense.”

“What would make sense is not necessarily what drives his thinking.” A fifth party interjected, causing Ben to defensively shoot to his feet. A fissure of deep purple energy tore itself into existence near the head of the RV, like a zipper being pulled in reality, before a leatherclad figure wearing a futuristic helmet and gauntlets stepped out, facing the four.

Blossom leaned over to Gwen, lowering her voice. “Who’s he?”

“One of Ben’s rogues,” Gwen shrugged.

“Eon…” Ben growled, clenching his fists. “You’re lucky that I’m kind of confused right now and aren’t in the mood to fight.”

“Good.” Eon hissed. “Because I didn’t come here to fight.” He waved his hand, causing the space to become filled with soft, violet light. Everyone looked around curiously, frowning all the while. “There. That should stop any troublesome meddling while we hash this out.”

“What do you want, Eon?” Ben growled, narrowing his eyes.

“I came here,” Eon began slowly, walking over to Gwen and plucking a lock of hair that had shed and fallen onto her shoulder off, tossing it away, “Following the distress signal from that.” He turned around, pointing at the Omnitrix. “I could hear it screaming from forty years away.”

“Not that it’s any of your business,” Ben crossed his arms, “But I’ve got it under control.”

“Of course it’s my business.” Eon hissed in response, pacing over. “You’ve only just had face-to-face contact with the Enemy.”

“Yeah – you know,” Ben held up his finger angrily, “I’m getting real sick of you time traveler guys popping in, being cryptic, and popping out – I want some answers!”

Eon shook his head. “You can’t handle them at this point in time.”

“Then why’d you come here!?” Ben shouted. “If it was for the sword, then tough shit! You’ll get it when you pry it from my cold, dead hands!”

Eon rounded on Ben, taking two furious steps forward. “You insolent brat!” He lifted his hand, drew it back… and froze.

“Easy, there, Eon.” Paradox spoke, sitting on the couch nearby like he’d always been there, dressed in his steampunk getup with the metal hand, “No need to act rash. Ben is right, he needs to know.”

“Paradox!?” Ben jumped back, bringing up the Omnitrix. He slammed the dial down, transforming. “FOUR-arms!” He coughed, mid transformation as Eon tapped the badge, switching him back. “What the hell, dude!?” Ben lifted the sword, clutching it tightly. “What’s going on!? Who’s the bad guy here!? Why are you trying to kill me!? What the hell is going on!?” He repeated, frantically looking between them.

“Ben,” Gwen rushed over, “Calm down.”

“Ah, Gwendolyn!” Paradox smiled, getting a spacey look on his face for a second. “Ah, wait, Gwendolyn is what the other one goes by now, isn’t it? Hello, Gwen.” He turned to look at Grandpa Max. “And Maxwell Tennyson! Always a pleasure to see the one most responsible for Ben’s heroic upbringing.” He shook Max’s hand, then turned to Blossom. “And miss Blossom Utonium… those were quite a few good knocks you got in against me. Good work.”

“Plant a bomb in my city again,” Blossom glared at him, “And I’ll be happy to put on a repeat performance.”

“Oh, I have no doubt you would!” Paradox replied with a smile, before it dropped. “But, ah, this really isn’t the time. He’s disoriented now, but he’ll regain himself soon enough, which means time is short.”

Ben huffed angrily, “You know, for a time traveler, you always seem to never have enough time, or you can’t interfere, or whatever, and I’m sick of it! You guys pulled me into this war, and now you’re yanking in innocent bystanders!”

“Not by choice I’m afraid,” Paradox sighed, “The Enemy is bound and determined to ruin you. And he’ll do it by going after your friends as well.”

“That is another thing!” Ben pointed angrily, “You, Eon, Albedo – all you’ve mentioned is this ‘Enemy’ guy, but so far, the only one who’s showed up from the future trying to kill me is you! How do I know you’re not my enemy!?”

Paradox recoiled slightly, wide-eyed, as Ben let his anger boil inside him.

“Ben,” Gwen softly interjected, “Maybe you should just calm down… He’s not attacking us.”

“Doesn’t mean he won’t.” Ben glared at Paradox in response.

The Timewalker stared vacantly, before swallowing, rubbing his face. “You’re correct, Benjamin, I’m afraid. The Enemy is me.”

“But,” Eon stepped in, glancing over at the Timewalker before he looked at Ben severely, “Paradox is not the Enemy.”

“Oh, well that just clears it up nicely!” Ben bellowed furiously. “Not!”

“Ben!” Grandpa Max barked, looking sternly at his grandson.

“He is trying to kill me!” Ben hissed.

“No.” Paradox shook his head. “The Enemy is trying to kill you.”

“But you are the Enemy.” Ben retorted, glaring.

Paradox, for his part, didn’t deny it, nodding. “The Enemy will become me one day, yes.”

“So, tell me why I shouldn’t go hero again?” Ben demanded, as Paradox sighed.

To Ben’s left, Gwen suddenly snapped her fingers, pointing in realization. “No, Ben, don’t you see? It’s a Time War.” She breathed with a smile of epiphany, as she looked at Paradox. “The Enemy is Paradox… Or, at least, I think, if I’m understanding him right, Paradox is the Enemy… from later in his timeline.”

The professor smiled, clasping his hands behind himself. “You were always quick on the uptake, Gwen, grasping things it took others a significant amount of time to master. The Ultimatrix, temporal physics, advanced causal reasoning…”

Gwen turned to Ben, “This guy is your Professor Paradox. You can trust him… if you still do, that is.”

“He’s making it very, very hard.” Ben confessed, sighing, as he looked at Paradox with a hint of betrayal. “What’s going on? Why couldn’t you just tell me the Enemy looked like you? I wouldn’t have let my guard down so easily.”

“Ben, did you not hear what Gwen said?” Paradox raised an eyebrow. “The Enemy does not simply look like me, he is me. Me from earlier in my life.”

“But…” Ben frowned with furrowed eyebrows. “He has all your powers.”

“He does.” Paradox nodded, looking at Blossom, Gwen, and Max considerately. “For the benefit of those who are unaware, I’ll take the liberty of re-explaining my story – as well as to give you a refresher, Ben. Long ago,” The Scotsman began, as all looked at him curiously, “By the order of several hundred thousand years, I was a normal, ordinary human being… at least, physically. For while my body was mortal and bound by the limits of three-dimensional space, my intellect was unparalleled, and I devoted my ingenious mind to the study of time. More specifically, a way to manipulate it – to move through it. I constructed a time tunnel from the fruits of my research, but it went a bit wrong. An inherent flaw in the device, or a calculation error, caused the portal to begin pulling in anything close to it – including myself.”

“So…” Gwen blinked, frowning curiously. “You built a black hole, and it gave you time powers?”

“Not necessarily in such an expedient fashion,” Paradox’s lips twitched, “But yes. I was thrown outside of time and space – outside the very universe, into the Void. The no-space in between. The isolation had driven me mad…”

“…but you became bored of that and went sane once you learned how to manipulate time without technology.” Ben recalled, nodding.

Paradox, however, let his smile drop, and he looked down. “Ah… I’m afraid that’s where the version I told you and the actual truth begins to diverge, Ben.” He wet his lips, pausing for a moment of consideration, before he went on. “I was trapped in the void for a-hundred thousand years. I had brief bouts of lucidity, to be sure, but isolation on that time scale is… incomprehensible. The human mind starts to break down after only four days.” He gravely stated, looking down at Ben. “I didn’t just ‘go sane,’ Ben. Even as I learned the ins-and-outs of time, I was naught but a gibbering madman, utterly mad from the isolation, and driven only further mad by having infinity crammed into my head.”

“That’s… horrible.” Gwen’s face drooped in horror, as Paradox shrugged in agreement.

“Why didn’t you tell me this before?” Ben questioned calmly.

“I’m telling you now,” Paradox retorted. “Before simply… was not the time for it. Besides, as I recall, we were rather occupied with other matters at the time.”

“So, you were crazy and locked outside the universe.” Blossom nodded, following along. “How’d you get back?”

“Ah… That.” Paradox chewed his lip. “While occupying the void, I could see other universes floating around me. While watching, one day, I noticed one suddenly rip itself apart from the inside out, well before its time… And then, I saw a new one start to form, seconds later.”

“…the Annihilargh.” Ben’s eyes widened in horror.

Paradox nodded, continuing on. “I had no expectations I would survive the formation of a universe, but in the unstable state I was in, I didn’t much care. It turned out for the best, in retrospect, as the new universe formed around me. But there was a problem, you see…”

“You were still mad as a box of cats.” Max guessed.

Paradox let out a hearty chuckle, nodding. “Quite! Quite mad and vengeful and thinking I knew better than everyone else – oh, I know I know better than everyone else, now, but back then, you should’ve seen me.” Paradox shook his head shamefully, looking at Ben. “When Alien X created this universe, I witnessed it in action. I – as a scientist of Earth hailing from the Cold War – could only think about how I could harness that power – to bend spacetime to my will.”

“Alien X?” Blossom whispered, looking at Gwen for an explanation.

“Oh, uh, the universe kind of exploded, Ben fixed it, and because of it he apparently opened Pandora’s Fucking Box.”

“An apt analogy, if a bit crass.” Paradox remarked with a raised eyebrow. “Once I was out of my prison, I was deranged enough to think that because I could see infinity in its entirety, I could manipulate it.”

“Well, that’s kinda dumb.” Ben snorted. “Why would you want to do that?”

“Ben, I was insane, and angry at my perceived abandonment in the void.” Paradox answered. “I was lashing out – it didn’t have to make sense from my point of view. All I had was knowledge, and a belief that I should be using it… Only, at the time, that meant acting as Time’s Conqueror, rather than Time’s Champion. I acted first by creating the Alpha Rune… or all magic in the universe, I haven’t the foggiest clue - it is rather difficult to remember the distinction at times. Once I had the Rune, I then went after the legendary sword, Ascalon. Then I figured with those two I could just… walk around a lot and changed history as I pleased.”

“Okay,” Ben crossed his arms, “So, what changed? What made… you try to come after me?”

Paradox’s eyes twinkled as he clasped his hands behind his back. “It was on a battlefield far from here – your standard war, nothing I caused to flare up, though I did take enjoyment in shifting the balances of the scales toward the side that history recorded losing. I’d gotten bored with the whole charade and decided to move on to more interesting projects, but before I could end the whole song and dance there, somebody intervened. Count my surprise to find it was a lone human man who had no business standing in my way! I was furious – I tried to smear him across eleven dimensions the moment I realized he was standing against me, but he did not fall. Instead, he did something no other person in history had managed: He pushed me back. Later, I learned this man was the wielder of the Omnitrix, the Hero of Heroes… Ben Ten-Thousand.”

“Oh, yeah!” Ben pumped his fist despite the gravity of Paradox’s words. “I’m so cool, even Time Lords are scared of me!”

Paradox’s lips twitched, before he continued. “I was furious – and when I later learned that Ben Ten Thousand was the leader of a whole team of superheroes, I intervened, trying to make sure them – but most of all him - were out of my way. The Powerpuff Girls, Generator Rex, Dexter, Samurai Jack, Ultimate Gwen…”

“I’m friends with a samurai in the future!?” Ben excitedly questioned. “Awesome!”

“Indeed.” Paradox agreed with a slight smile, before he continued, “Of course, in my hubris, I failed to realize that by going back in time and attempting to alter history, I was only ensuring its outcome. The accident that led to Doctor Animo’s current state created a powerful villain to fight against you, Ben… But it also caused Doctor Salazar to take his research to Victor Valadis, planting the seeds for the eventual accident that would give Rex his powers – and, of course, the incident that would give Gwen a taste of the Ultimatrix, setting the stage for her to be granted the opportunity to bear its power permanently later down the line.”

“Sweet…” Gwen smiled to herself, as Paradox continued, turning to Blossom.

“I also attempted to wipe out the City of Townsville from history itself to deprive Ben of a powerful future ally – only to ensure that she met him in the process.” Paradox continued, his look steeling as he went on. “Gave a grimoire to Hope so that she would be corrupted by its power and use it to kill Gwen, only for her to end up in Legerdomain and become so repulsed by her alternate, that she vowed to use her magics for good once she returned. Lowered the defenses on Albedo’s ship so he’d crash on Earth and die only for him to later be found by you lot… Even saving Fusion Ben would backfire on me later when he decided Fusion Gwen was more important to him than following my orders.”

“Aww,” Gwen looked over at Ben with a smile, “Family’s important even to blob-monsters from space.”

“Duh,” Ben shrugged, “He’s me… Kind of.” He looked back at Paradox. “All right… but you’re standing here, sane now, so eventually you get better. Why can’t you just go back and make sure he never goes crazy?”

“Because, Ben, there are rules.” Paradox held up a finger gravely. “I know I’ve said as much before.”

“Yeah, laws of time or something.” Ben frowned. “But can’t you just break the rules if something gets really hairy?”

“Ben, these are not rules enforced on me by a higher power,” Paradox shook his head, “These are rules that I enforce upon myself. Because I have acted without regard for the consequences in the past, and the results have been disastrous. It’s a line I toe every day of my existence – absolute power with nothing that can make you feel the consequences of your actions. Lesser men would fall prey to that temptation – I have, and I can never allow myself to fall to it again, else I will be a sane tyrant… And trust me, that’s not a fate I would wish on anyone. It’s dreadfully boring, having to be in charge of everything.”

“So you can’t just alter things willy-nilly.” Ben thinned his lips.

Paradox nodded, “That is one of the big ones. But the biggest one is this: I can never cross my own time stream… at least, I can’t cross into my own time stream when the younger me has yet to experience his time portal experiment, or return to sanity. So far, I’ve managed to keep the established chain of events intact, but do you remember what happens when you cross your own timeline?”

Ben slowly nodded in recollection, as he remembered all the times a future version came back to the present, or when he went to the past. “The timeline splits. It’s no longer your future – it becomes an alternate universe.”

“Quite – good to see you remember that much. Even the mere act of establishing contact, by definition, causes a divergence to occur, seeing as the contact did not occur from the original travelers’ perspectives.” Paradox outlined, “When you were ten, Gwendolyn did not remember time traveling into the future, so when she cast her time travel spell to bring your ten year old selves forward, it created a divergence. It will be the same in my case. If I act in any way against my past self in this War that causes even visual contact between us, because I do not remember encountering my past self, it will cause the timelines to diverge.”

“…and your knowledge of the War becomes useless,” Grandpa Max finished, speaking his understanding.

The Timewalker nodded. “Along with ensuring that its outcome is no longer guaranteed.”

“So, why are you here now?” Ben inquired. “I thought you said the moment you set foot in this universe, he’d know you’re here.”

“That’s true,” Paradox nodded in confirmation, “Though your current battle with him has destroyed his physical vessel – for the moment. While he’s forced off this plane of existence, reforming, he’s unaware of what’s going on in this universe. For the moment – it won’t remain as such forever. Which is why, if you have questions, it’s probably for the best if you ask them now while we have the chance to speak.”

“I’ve got a question,” Blossom cut in, rubbing her face in confusion, “You’re saying you’re fighting a war you’ve already lost… against yourself?”

“Precisely my redheaded superpowered young friend!” Paradox smiled in response.

“It’s like Geri’s Game…” Gwen breathed in repulsed realization, causing everybody to look at her in confusion. “You know, that short from the beginning of Toy Story!” Blossom, Ben, and Max stared at her blankly as Paradox and Eon nodded in understanding. “You know! With the old guy who’s playing a game of chess against himself and he starts losing!”

“Ah, yes, I recall. Lovely picture, that.” Eon noted with a slight hum.

“I was always more partial to The Princess Bride,” Paradox replied like he was taking stock of the weather, “The remake with the all-Galvan cast. Well, all-Galvan save for the giant.”

“So, wait,” Ben gestured searchingly, “What’re we supposed to do? I can’t just stay here and do nothing.”

“Oh, I wouldn’t expect you to.” Paradox shrugged, pacing around thoughtfully. “Your first direct contact with the Enemy means that he’s getting desperate, sloppy. I would say, stay put, but be on your guard. In the very near future, you might find instead of the War coming to you, you’ll be dragged into the heart of the war.” A bleeping noise came from his gauntlet, causing him to look at it. “Ah, and that’s all the time we have, I’m afraid. I’ll leave the sword with you for now – it ought to be safe enough, I suppose.”

“Wait!” Blossom took a step with an extended hand. “What about me? What happened to my sisters?”

“I can’t give you those answers, I’m afraid.” Paradox replied solemnly. “Those answers, you will have to find yourself.” He suddenly snapped his fingers in remembrance, turning to Ben. “Oh, by the way, all you'll need to do is tell Hope Gwen still has feelings for her.”

“I…” Ben’s brow furrowed in confusion. “I didn’t ask.”

“Not yet,” Paradox smiled, “But you will. Right, time to be off! Ben, don’t stress yourself thinking about the War – you’ve got your side of things well in-hand.” He turned to Eon, gesturing. “Come along.” He gestured, causing another fissure to be ripped into existence before them, allowing the two men to step through. Seconds later, it zipped back up, sealing away.

“…it’s official:” Gwen soke at last after the purple light faded. “I hate time travel now.”

-----------

Alas, Paradox and Eon weren’t the only ones who had to depart. Outside the Rustbucket, Blossom stood, looking skyward as the Tennysons watched her with held breath.

“You don’t have to go.” Ben chewed his lip, standing across from Blossom awkwardly. “We could look for your sisters together.”

Blossom looked down, a slow smile spreading on her face. “We could. But… you’ve got a war to get back to, soldier. Besides, I…” She swallowed, glancing at Grandpa and Gwen. “You guys have been nothing but welcoming, but I know if I stay too long, I’d feel like I was intruding.”

“Yeah…” Ben looked downcast.

“Hey,” Blossom shrugged as she went on, “This isn’t forever, right? I can always come back once I’m done.”

“…yeah.” Ben looked back up with a smile on his face, nodding.

Leaves crunched as Gwen approached, holding a piece of paper in her hand. She cleared her throat, and handed it over to Blossom. “It took a lot of digging, but I found your address on the internet. I can’t promise you’ll find your sisters there, but it’ll be a good place to start to get your memory back.”

Blossom nodded in agreement, giving the other redhead a warm hug. “Thank you, Gwen.” She said, before looking at the slip of paper with a frown. “Uh… where is Townsville?”

“Relative to here?” Gwen looked around, “God only knows.”

Blossom chuckled, and slipped the paper into her pocket. “Thanks.”

“Blossom,” Grandpa Max addressed kindly, yet sternly, “You’re a marvelous young woman and I respect you’ve been doing this for a while. That being said, if you ever need anything, anything at all, you come find us. We owe you, for helping Ben.”

Blossom blushed at the praise but shook her head. “I owe you guys.” She swallowed and turned to Ben. “Especially you.”

“M-Me?” Ben stammered under the focus, “What’d I do?”

“Convincing your Grandpa to let me stay, jog my memory, teaching me how to fly again…” She listed off quickly.

“Ah…” Ben waved away. “You would’ve gotten there in the end.”

“Maybe,” Blossom nodded, “But… This was better. Having a helping hand.”

“Yeah,” Gwen muttered under her breath, “Especially if that ‘helping hand’ is a boy as pretty as he is brain-dead.”

Blossom blushed as Ben looked quizzically at her, having not been able to hear Gwen. “Gwen,” Blossom leaned past Ben, pointing at her own ear, “Super-hearing, remember?”

“Oh,” Gwen smiled teasingly with crossed arms, “I remember.”

Ben rolled his eyes, shaking his head, letting his gaze drift back to her.

Blossom looked back into his eyes, holding there for a few moments, before she sighed, and moved forward, capturing his lips in his own for a few seconds. After the time had passed, she pulled back, smiling as he went beet red. “Thank you, so much, Ben.” She took a step back, and began to float up, her long, thick red hair blowing softly in the wind as she rose in altitude.

“W-Wait!” Ben called up. “Can’t you give me your phone number or something?”

Blossom let out a chuckle, throwing her head back. “Just yell for me really loudly!” She replied, “I’m sure I’ll hear it!”

The pink Powerpuff Girl turned her head skyward and extended one of her arms up. Pushing off of absolutely nothing, the teenager shot away, becoming nothing more than a rapidly shrinking dot in the blue backdrop above the earth.

“…that is still so cool.” Ben let out what could best be described as a lovestruck sigh.

“Aw, Ben’s got a crush!” Gwen teased, flicking him in the ear.

“Not a crush! I just a-am admiring her, for her superheroing skills!” Ben refuted, “She got a couple of good hits on-“ Ben stopped, realizing what he’d just said.

“Your wife gets a few good hits in on him too, if I recall correctly.” Paradox had said, back when he was keeping it under wraps that he and the Enemy were one-in-the-same. “She is a lovely woman, though, very intelligent, magnificent eyes.”

And then, it clicked – the reason why Bad Paradox would involve himself personally trying to take out Blossom instead of going through proxies. Blossom wasn’t just going to be one of Ben 10000’s team…

“…I’m gonna marry her one day.” Ben realized quietly, laughing to himself.

“That’s it!” Gwen encouraged, patting him on the shoulder. “Shoot for the moon! Even if you miss, you’ll land in the stars.”

“No, I mean it really.” Ben looked at Gwen.

His grandfather, however, merely laughed, “That’s the spirit, son. You know, this all reminds me of how I met your grandmother…” He began turning to the Rustbucket and opening the door, walking up the steps. “I must’ve been, oh, about nineteen…” His voice faded as he entered the RV, followed by Gwen.

Ben made movements to follow, falling short at the step. Hanging back for just a moment, Ben turned his eyes up toward the sky, and he smiled, before catching up at last.

----------

A humanoid figure darted across the sky, her arms extended out in front of her as the wind blew past her body. Blossom looked down at the ground breezing past below with a smile as she saw all the tiny people below go about their days, unaware she was overhead and able to see them.

She stretched her arms forward, blasting away in a mighty thundercrack as the sound barrier was shattered, leaving a trail of pink light in her wake.

Chapter Text

Sirens blared, the background music for one warm night in the state of Alabama. Through the highways surrounding the city, police cars gave chase to a souped-up sports car, the Ferrari tearing down the street at speeds too high to be safe by any metric.

Inside one of the squad cars, the passenger spoke into her radio, looking up ahead at the vehicle trying to get away. “Unit two-three, we have visual on the suspect – potential hostage situation.”

This kind of thing never ended well for anyone. More often than not in chases, the car crashed, and with an innocent life caught in the crossfire…

Well, suffice it to say, it wouldn’t end with everyone going out to a nice steak dinner.

As the police scrambled to find some way to disable the car, a blue blur zipped past them, heading toward the car at speeds far beyond the supercar. The blur raced up alongside, and knocked on the window. The driver of the speeding supercar looked on in shock, before he attempted to jerk the wheel, and slam into the speeding blue blur.

The blur pumped his brakes, slowing down so the car would miss, before he sped back up, and made contact with the vehicle. The speeding creature knocked on the window, hissing out in a raspy voice: “Pull over!”

The driver of the car scowled, trying to hit the blur again. The blur rolled his eyes, and zipped ahead, followed by a flash of green coming from up ahead on the road. The lights from the speeding car hit a large humanoid figure standing in the road, before the car’s tires exploded, and it spun out.

The driver stormed out, yanking along his unwilling passenger, and shooting a look to the road. Tiny, crystalline spikes jutted out of the tarmac, and his hand tightened around his gun. Before he could do anything, however, a fist of crystal slammed into the side of his face, sending him to the ground.

The hostage, a young woman, looked up in awe at her savior – a man made of glittering diamond, wearing a strange symbol on his left pectoral.

“You all right?” Diamondhead inquired, as the police cars came screeching to a stop.

She looked up, gulping at the approaching cops. “Yeah, I’m fine… Thank you.”

“No need to thank me, random citizen.” Diamondhead stood tall and noble, “Being a hero is it’s own-“ A yellow blink came from the green-colored badge, accompanied by a beep emanating from it. “Uh… That’s not the self-destruct beep, sounds like, but it still doesn’t sound normal…”

“I’m sorry?” The woman looked up at him inquiringly.

“Huh?” Diamondhead replied, his eyes widening as he looked at the distant police lights, and his rescue. “Uh… Look, a rock!” Diamondhead threw one of the huge shards into the car nearby. “It’s amazing!”

She turned back around, and that was it.

He was gone.

--------

“Whoo!” Diamondhead strutted into the Rustbucket, before he tapped the symbol on his chest, and changed back to Ben, holding on as they got moving along. “Nothing like a high-speed chase with XLR8 to get the blood flowing in the morning, am I right?”

Gwen yawned, leaning on her arm which, itself, was leaning on the arm of the passenger seat. “There is something better… Like coffee.”

“Coffee? Blech.” Ben shuddered in disgust, shaking his head. “No thanks. If I wanted to taste bitterness, I’d just hang around you for the whole day. Oh, wait, I already do.”

Gwen groaned out, flipping him off in response.

“I’m glad you’re content, son, with all this hero business,” Grandpa Max glanced in the rearview mirror at Ben, “That being said, it’s not a full-time job. You’ve got to slow it down in some regards.”

“Slow it down?” Ben petulantly inquired in response. “Heroing? No way! I just found a super-sword-“

“That you are not allowed to use if even half of the stuff on the Plumber Extranet is true.” Grandpa Max laid down the law in response, Ben swaying as they turned through an intersection.

“Well, fine, but still superheroing can be a full-time job,” Ben argued in retort, “If you get paid for it by, like, the government or something.”

“You don’t want that, Ben.” Grandpa Max shook his head. “Trust me, the more you leave the government out of your business, the better, especially if it comes to that watch.”

“Yeah, yeah, the old ‘weaponizing me’ argument.” Ben huffed. He’d heard it a thousand times, even caught a couple of g-men trying to shake his parents down after his secret got loose, but he dealt with them. Plus, the Plumbers didn’t take too kindly to it, overall.

“They’re not going to be ‘weaponizing’ any one of us until we’ve had our breakfast.” Gwen glowered at Ben. “Seriously – you couldn’t wait until the breakfast was done?”

“The hammer of justice waits for nothing.”

Grandpa Max chuckled, and shook his head, glancing out the window. “Oh, there’s a Krystal nearby – they’ve got good breakfast. What do you say, kids? How about some greasy fast-food fare this morning?”

“Oooh, issat the place where they’ve got the little teeny tiny square burgers that are really kind of cute when you think about them?” Ben asked, before his stomach rumbled angrily. He found that a little strange – he’d only just woken up, after all.

Gwen rolled her eyes, shaking her head good-naturedly at Ben’s excitement over food, as they pulled into the restaurant.

---------

Ben let out a calamitous burp, setting the box for his breakfast slider off to the side. Across from the table, already done eating, were Gwen and Max, looking at Ben with expressions of shock.

“…that’s five, isn’t it?” Max muttered to Gwen, who simply nodded as Ben reached for his sixth breakfast sandwich without a second thought.

“Good God Ben,” Gwen spluttered as her deceptively lanky cousin downed enough food to feed her and Grandpa, “Are you going to eat the boxes next!?”

Ben burped again, flushing in embarrassment as he shrugged sheepishly. “I need a lot of calories, all right? The superhero thing burns a lot!”

“Ben, at the rate you’re going, you’ll have a dad bod by the time you’re twenty.”

“Not dad bod, strongman,” Ben replied like he’d heard it all before. Cause, well, he had. Being a celebrity back in the original universe, whenever he packed on just a few pounds, as he did in the usual cycle, the media went crazy with it. One memorable headline went so far as to accuse him of becoming the actual Mr. Smoothy, “Bodybuilders and the guys you see in movies look all tough, but they’re not all that much… plus, I don’t want to dehydrate myself for that. It loses its allure when you have to do it in the desert.”

Grandpa Max nodded in agreement at that, pointing between the two cousins. “He’s right, you know. I speak from experience.

“…you were dehydrated in the desert?” Gwen frowned in concern.

“Eeeeeh, well, it was an alien desert… and there was a Highbreed there… and I kinda saved his life and he kinda saved mine.” Ben outlined, “But I guess that’s just semantics at this point.” He shrugged, going to take a sip of his soda. As he moved his arm, the Omnitrix flashed yellow, letting out a long, high-pitched beep.

Grandpa Max frowned, looking at the watch curiously. “What’s that about?”

“Huh?” Ben tore his mouth away from the straw, looking at the Omnitrix. “What was what?”

“The Omnitrix beeped,” Gwen noted, tilting her head curiously. “How long’s it been doing that?”

“I dunno, it’s probably nothing to worry about.” Ben shrugged, kicking back. “If it is, I’m sure Albedo will show up to fix it.”

“I don’t like how cavalier you’re being about-“ Grandpa Max began, before a marimba ringtone came from his pocket. Furrowing his brow, he reached into his pocket, and pullet out his phone, answering it. “Phil? What’s the matter?” He paused, waiting for the man on the other end of the line to answer, before his eyebrows furrowed. “What? No, hold on, let me get somewhere better.” He stood up, bringing the phone away from his mouth. “I need to take this, you two stay here and finish up.”

“I wonder what that’s about…” Gwen hummed, before turning to Ben with narrowed eyes. Suddenly, she leaned forward onto her arms. “So, you, in a desert, dehydrated – how’d that happen?”

“Well, I-“ Ben suddenly stopped, before he leaned back with a smug smile. “Actually, wait. How much is this story worth to you?”

“Really?” Gwen cocked her head. “You’re doing that?”

Ben shrugged.

“Fine.” Gwen rolled her eyes, before looking at him intently. “You get one question. If I don’t like it, then you have to ask another.”

“All right.” Ben frowned, thinking about what to ask. He wondered, for a moment, if he should ask if she was really not bothered about being an only child here, before he decided to ask something else. Something that had been nibbling at him since he arrived. “Why did you stay?”

Gwen leaned back, “Why did I not go to Friedkin in-person for my classes, you mean.”

“Well, yeah, but I mean why did you stay really.” Ben elaborated, crossing his arms. “I’ve seen you on your laptop lots of times. You don’t do any classes on it.”

Gwen sighed, licking her lips thoughtfully. “I never got in.”

“What?” Ben questioned, stunned beyond measure.

“Look, I know by now you’ve noticed I have a… a temper. It’s gotten me in real, genuine trouble a few times, to the point Friedkin wouldn’t accept me.” Gwen sighed, rubbing her face. “Besides, college in general is just… I’m too smart for it. There’s nothing for me there besides a slip of paper telling me what I already know – I’m not wasting my life doing that.”

“What were you going to study?” Ben inqured.

“Law, probably.” Gwen huffed, shaking her head. “But, look, this is… It’s better than that, in any case. But you can not tell my folks. They think I saved a hundred grand for it.”

Ben’s eyes bugged out. “You saved up that much-“

“No!” Gwen replied, hissing it out. “And they’re not going to know that either. Besides, I...” She looked down, smiling slightly. “I like this better.”

“Yeah.” Ben agreed with a chuckle. “Heroing is a lot better – even if a certain someone says it’s not a full-time job.”

“Hey, all I’m saying is if it’s a full-time job, you work full-time hours.” Gwen retorted, “Forty hours a week, plenty of free-time sprinkled throughout, you’ll be fine!”

Ben opened his mouth to respond, as the Omnitrix began to chime and beep again. Ben looked down at the watch with a confused frown. “Again? What is with you to-“

Two small bands of red, one at the top of the green hourglass, the other at the bottom, blinked into existence before becoming solid, and turning orange.

“Oh, no…” Ben breathed quietly in horror, as any levity he had vaporized in a second. “No, no, no…” He muttered, frantically trying to twist the dial back and forth. The watch beeped, but otherwise did nothing.”

“Ben?” Gwen leaned over, worried. “What’s wrong with your watch?”

“This can’t be happening…” Ben muttered to himself, as he tapped the watch. “Omnitrix! Command override, code 10! Abort sequence: Zero-zero-zero-destruct-zero!”

The Omnitrix, not accepting voice commands at all, did absolutely nothing, except glow green and orange as it hummed softly.

“Damn it!” Ben cursed, smacking the watch. “A-Animo, o-or the Enemy must- they must’ve set this thing off!”

“Ben!” Gwen shouted, snapping her fingers in his face. “Set off what?”

“…you remember how when I found this thing you were worried about a self-destruct mode?” Ben sheepishly inquired, gesturing down at the Omnitrix. “Well…”

Gwen’s eyes widened, as she looked down at the Omnitrix.

“…oh…” Gwen began slowly. “Oh… FUCK!”

Chapter Text

“Grandpa!” Gwen rushed out of the restaurant, followed closely behind Ben as the old man hung up, and turned around. “Grandpa!”

“Kids,” Max turned around, “I just got a call from one of my old plumber buddies. He says there’s a ship-“

“No time-“ Ben wheezed, holding up a finger. “No time for that now.”

Max’s brow furrowed in confusion, “Where’s the fire, son?”

“W-Well, um, it’s like- kind of almost sort of- maybe, I think-“ Ben stuttered and stumbled awkwardly, rubbing the back of his neck.

Gwen whipped around to face her grandfather. “There’s a bomb on Ben’s wrist!”

Max’s eyes bugged out, before his look became all-business. “What?”

“There is a bomb,” Gwen enunciated slowly, as her eyes quivered with the panic she was feeling, “On Ben’s wrist.”

“It’s the Omnitrix,” Ben stepped in, breathing heavily as he gestured, “The last time it did this, we’d gotten done kicking Animo’s scrawny butt, then a DNA wave hit, then this thing’s counting down to bang!”

The old man looked at the Omnitrix, wide-eyed, before he snatched the arm in question, looking at the device. “Do you know how to shut it off?”

“I’ve tried!” Ben raised his voice in a panic. “The voice interface is shut off! I don’t know what Azmuth did the first time to abort it!”

“All right,” Grandpa Max swiftly turned around, marching to the Rustbucket and up the steps, “Phil will have to wait.” The teenagers followed him quickly, trailing close behind.

“Excuse me, sir, can I have a moment-“ A 10-year old boy approached inquiringly, only for the door to be slammed shut from within.

“Ben, sit there.” Max pointed to one of the recliners, Ben wordlessly obeying as he anxiously planted himself in the seat. “Gwen, I’ve got Albedo’s number saved in the om-comm, find it.”

“What are you doing?” Gwen curiously asked, as Max went to the front, hitting a button on the dash. In response, several of the furniture pieces inside the RV folded down into the floor, leaving just the chair Ben was sitting in the main area, which itself slid over to the center, as a holographic console was projected nearby, and the windows were tinted to the point where it was impossible to see through them in either direction.

“Seeing how much time we have.” Grandpa Max replied, as a laser projected down from the ceiling, striking the Omnitrix. His screen became filled with readouts of the device, from all angles.

“Something tells me you’re not taking my blood pressure…” Ben anxiously muttered, controlling his breathing as Max examined the screen.

“If only…” Grandpa Max took a breath, frowning at the screen. “Darn.”

“What?” Ben gulped. “Is it bad? It’s bad, isn’t it? Darn usually means something bad.”

“I thought I could estimate the time we had by analyzing the activity inside the watch, but it’s shielded,” Max informed.

“And the last thing we want is to break this thing open.” Ben swallowed again. “I-It’ll be fine, right- I mean, yeah, it’ll be fine. We’ll get Albedo on the case!”

Max nodded in agreement, turning to Gwen. “Gwen! What’s the situation with Albedo?”

“He’s not picking up!” Gwen frantically replied. “Why would he leave us a contact code if he wasn’t going to bother answering!?”

“Damn it, Albedo, this is a bad time to screen our calls…” Ben gulped. “Okay, okay, uh… Can’t shut it off, can’t get in touch with Albedo, what does that leave? Oh!” Ben sprung up. “We could track down Azmuth!”

“Do we even know where he is?” Gwen inquired in response, crossing her arms anxiously.

“Gwen’s right – last anyone saw of Azmuth, he was heading for Xenon.” Max replied. “A little while before you found the Omnitrix, Ben, he vanished.”

“…gr-that’s great, fantastic!” Ben threw up his hands, feeling the urge to tear his hair out. “S-So, Albedo is AWOL, Azmuth is MIA, which means this SNAFU is becoming FUBAR! I shoulda stayed in bed…”

“Hey!” Gwen stomped over to him, grabbing his arm. “Things are getting out of control, I get it, but whining there like you’ve got a tummyache isn’t going to fix anything!”

“How am I supposed to fix it!?” Ben questioned. “I don’t know how to work this theme!”

“Then change the theme!” Gwen retorted.

“I don’t know how!” Ben repeated.

Gwen growled, yanking the arm with the Omnitrix over to her.

“Hey, no, wait!” Ben hissed. “You’ll shorten the countdown!”

“Do you want to risk that while fixing this, or do you want to do nothing and blow up anyway?” Gwen glared at him pointedly.

Ben sighed, gulped, and let Gwen move his arm.

“You’ve got so many aliens in here,” Gwen sighed, cycling through the menus as quickly as she could, “It’s no wonder you forget what they do sometimes. Where is he, where is he… Here!” She pushed the core down for him.

Ben shuddered unpleasantly, feeling the excess charge already building inside the watch, leaking out as he transformed, leaving him in the form of a Galvanic Mechamorph.

“Upgrade!?” The alien looked down at himself in surprise. “What good is he!?”

“Duh!” Gwen gestured, “Upgrade merges with tech, the Omnitrix is tech… All you have to do is pull the same trick on this Omnitrix that you did on your evil copy’s! You can get the countdown to stop, or, failing that, find that desktop theme you know how to work!”

“Don’t be stupid, that would never work…” Upgrade blinked slowly as he trailed off, realizing that, well, he never really thought about it.

“You’ve never tried it on your own watch,” Gwen crossed her arms, “Have you?”

“Well, I was a stupid kid, but trying to play around with the DNA altering machine that already had a bad habit of going haywire at the slightest ding while I was already transformed seemed like too bad an idea, even for me!” Upgrade defended, as the Omnitrix buzzed.

“Son,” Grandpa Max looked at him piercingly, “I think the alternative’s bad enough.”

“…good point.” Upgrade took a gulp down his non-existent throat. “Right, uh… here goes.” Had he possessed a human face, his eyes would be squeezed shut, as he worked up the courage to do it. Upgrade deformed slightly, the Omnitrix symbol staying solid, before it seemed to suck him in.

A few moments passed as the symbol glowed brightly, before Upgrade jumped back out, and reverted to Ben in a panic.

“Can’t get into the self-destruct through Upgrade…” Ben swallowed, leveling the Omnitrix. Gwen and Max looked down at it in surprise, as it had taken on a more blatantly watch-like form, supposedly the one Ben knew how to work. “Let’s see if the voice control’s working… Omnitrix!” Ben barked at it anxiously. “Command override: Code 10! Abort self-destruct!”

The Omnitrix let out a long, low-pitched beep in denial. “Function not available. Please stand by.”

“What!?” Ben shouted, as he began to twist the dial. “Omnitrix, abort self-destruct! Authorization: 0-0-0-abort-0!”

“Access to that function is restricted.” The Omnitrix’s computer dispassionately replied as its dial stared emotionlessly at Ben, the orange sections seemingly like they were steadily encroaching upon the green. “Please stand by.”

“Uh…” Gwen blinked in surprise. “Did it just talk? …and why does it sound like your mom?”

“That’s what you’re worried about!?” Ben spluttered. “It’s not shutting down!”

“Well, forgive me if I don’t want to contemplate my impending death!” Gwen shouted in return. “Why couldn’t you shut it down as Upgrade!?”

“I don’t know!” Ben gestured in alarm. “It’s like the same thing keeping Grandpa Max from looking at the power core kept Upgrade from looking at it!”             

The Omnitrix beeped loudly, as another red section flashed into existence above the first, turning orange before it went solid. “Twenty-five minutes to detonation. Please stand by.”

“Eek!” Ben let out the choked, strangled sound as Gwen jerked away with wide eyes. “W-Well, it can’t be all bad.” Ben awkwardly laughed.

“How?” Gwen questioned, “You can’t take the thing off-“

“Actually, I can now that I have the right configuration settings loaded.” Ben replied, gesturing at the watch. “Buuuuut… I doubt we can find something to launch this thing into space in thirty minutes…”

“We don’t need to.” Grandpa Max moved to the head of the vehicle. “The Rustbucket can fly us up herself.”

“Fly- no, wait, hang on- fly!?” Gwen repeated.

Max nodded again. “We’ll take Ben up, put the Omnitrix in the airlock, and shoot it out.”

“Good idea…” Ben gulped. “With one teensy issue... There’s a slight chance the blast wave might just destroy the universe.”

“It’ll do that!?” Gwen looked down at it with disgust, horror… and a little bit of respect, if she was being honest.

“It will if I let the charge build up for a few days!” Ben anxiously shrugged, biting his nail as he looked down at the watch. “It probably won’t be that powerful… As it stands, I don’t want to find out. We’ve got to stop it, not just… throw the baby out with the bath water.”

“How?” Gwen questioned sternly once more. “Upgrade can’t access it, it won’t turn itself off, and we’re wasting time discussing this!”

“Well, knowing my luck, we’ll need the Omnitrix, so sorry for wanting to make sure we don’t blow it up and lose it, along with the rest of the planet!” Ben shook his head, looking down at the watch with a frown. “Grandpa, get us into space. If I can’t fix the watch, we’ve got to throw it out and hope the explosion doesn’t vaporize Earth.”

“On it, son.” Max replied, keeping the wheel steady as the RV picked up speed. The ground outside began to drift down as the camper began to gain altitude like a jet, albeit much gentler than anything of human make, as Ben and Gwen didn’t even need to hold on to anything. “What’s your plan?”

“While I was Upgrade, I saw access for a ‘maintenance access portal.’” Ben answered, beginning to twist the dial. “If I can open the watch up, maybe I can disconnect the power cell manually. Then we can wait until we can get in touch with Albedo, and fix all this!”

“Ben, you don’t even know how to change the sim card in your phone.” Gwen informed him worriedly.

“Then we can take a picture, I’ll go Greymatter, explain what we need to do while you record it, change back, and do it!” Ben retorted. “Or do you want to explode!?”

“I want a normal day where there’s no problems we have to solve!”

“Well we all don’t get what we want!” Ben snapped, frowning as he took a steady breath, and brought the Omnitrix up. “Omnitrix: Command override, code 10. Access maintenance portal.”

“Warning:” The Omnitrix’s computer emotionlessly replied, “Unauthorized access of maintenance portal may result in severe injury or death. This action cannot be reversed. Do you wish to continue?”

“Serious injury and death will occur if I don’t!” Ben retorted. “Open up!”

“Accessing maintenance portal.”

The Omnitrix’s emblem began to flash, before it seemed to split open. Segments of the display, chiefly the seams where the colors changed, split apart, and slid away past the rim, vanishing into it, revealing a solid, glowing green pool of energy.

“Uh…” Gwen stared as the light began to spill out in a ray, “Ben…”

Ben opened his mouth, before the ray turned into a beam of energy, striking him. It continued to project as he was seemingly vaporized, and the watch began to fall. The beam swung around as the Omnitrix plunged toward the ground, striking Gwen as well, evaporating her in a flash of light as well, before the watch hit the ground.

“Kids!” Max breathed in horror, as the Omnitrix came to rest. He unbuckled his seatbelt, slamming the autopilot on, and rushed over to the device.

The face of the watch sealed up, hiding the glowing pool of energy within, as the self-destruct indicators persisted.

The old man could only fall to his knees in abject shock at just how quick it was. Suddenly, the Rustbucket began to shake as a bright glow, like a spotlight, spilled into the camper from the windshield. Swallowing resolutely, Max charged back to the seat, and strapped in, trying to get his camper under control.

All the while, the Omnitrix beeped, continuing to count down.

Chapter Text

Sleep was good… Sleep was very good, and very cozy, and very comfortable and, well, something else beginning with ‘very.’ Unfortunately, though, it only tended to be such in a bed, with blankets, and not out on a cold, metallic(-ish) floor.

“Gwen.” Ben shook her, whispering lowly, but not like he was trying to stay quiet because he was trying to keep others from waking up. There was something else in his tone – danger. “Gwen, get up.”

“Hngh…” Gwen slapped away his hand. “Go away Ben… ‘m sleepin’…”

Ben crossed his arms, tilted his head, and he could feel it. “Really?”

“Mmhmm…”

“Dreaming about Hope?”

“Hmm…”

“Well, at least when we blow up, you’ll be thinking about your ex.” Ben snorted.

Her ex… Blowing up…

Gwen’s eyes popped open as she shot upright, to her feet, and looked around in confusion. Her words died well before leaving her mouth, as she saw they were, emphatically, not in the Rustbucket. Metal that seemed to glow from within composed the entire place, humming and brimming with energy. Computerized beeps emanated from everywhere at once, and small squares of light flashed upon random walls.

Gwen’s head twisted around slowly, as she took in the location where she and Ben found themselves. It was a small, circular chamber, extending out into a wider room on one side, with several branching pathways.

“Ben…” Gwen shook slightly, looking around wide-eyed before her eyes drifted back to her cousin. “Where are we?”

Ben put on a cocky smile that just reeked of fakeness, as he raised his left arm… his bare left arm, free of the Omnitrix. “Take three guesses. The first two are wrong.”

“…the Omnitrix, it’s gone…” Gwen muttered, shaking her head at herself as she turned, and looked around at the room again. Green and black, circuitry patterns like those that were on the Omnitrix dial’s side… “No… we’re inside the Omnitrix…”

Ben nodded, looking around. “It’s happened before, believe it or not, at least, with the Ultimatrix.” Ben explained, swallowing. “This must be the other side of the transport portal.”

“Dang it, why couldn’t have it just been  as easy as 'open up the watch?’” Gwen rhetorically groaned, wandering over to one of the open doors, looking through. Her jaw fell open, as she gazed inside at an enormous chamber, stretching on for an eternity. Wandering inside, she took note of the monoliths standing freely in the cavernous room. She walked in deeper, her footsteps echoing with a sound like an electrical crackle, as she headed over to one of the monoliths, followed by Ben.

The front of the slab glowed brightly, alit with a silhouette of a humanoid figure. Curiously, Gwen reached out to touch it.

“Sample eighteen-thousand, one-hundred-and-five.” The Omnitrix’s computer voice suddenly announced, causing Gwen to gasp and jump. She must have triggered it by making contact, as a holographic display appeared right in front of the monolith, showing a small, fairy-like creature. “Numina. Planet of origin: Nemunimos IV.”

“This must be where the Omnitrix stores the samples for all my transformations.” Ben hypothesized, wandering over to a different sample pod. “There must not be a Primus here, so they’re all stored in the watch…” He touched it, causing a different display to pop up and show a readout of a bipedal blob made of some kind of mud or clay-like substance.

“Sample two-hundred, thirty-eight-thousand and one.” The Omnitrix announced. “Lenopan. Planet of origin: Lenopterra.”

“This place…” Gwen looked around in awe, slowly shaking her head. “It’s… bigger… on the inside?”

“Not quite.” Ben walked over to her, joining his cousin in gazing at the chamber extending before them. One-million, nine-hundred and something pods extended far ahead of them, each one containing an alien DNA sample. “Wait a second…” An idea suddenly occurred to him, as he looked up. “Omnitrix!” He called out, causing a beam of light to shine down from the ceiling, onto him. “Show me the pod containing the Celestialsapien DNA!”

The Omnitrix wordlessly obeyed, as the glow went dark. The DNA pods rearranged themselves, like lines of marching ants crossing each other without colliding, as one pod slid across the floor from the back, up to Ben.

“Sample one-million, nine-hundred and ten.” The Omnitrix exposited, as the screen showing the data on the sample inside materialized in front of the DNA pod. “Celestialsapien. Point of origin: Forge of Creation.”

“Celestialsapien?” Gwen stepped over curiously.

“Alien X.” Ben explained quickly, “The one I used to reboot the universe. If there’s any alien in here that can stop the self-destruct sequence, it’s him.”

“I thought Alien X was locked?” Gwen crossed her arms, as Ben touched and shook the pod around.

“Yeah, but I think now that we’re on the inside, we can unlock him!” Ben replied, “I don’t know why I didn’t think to try this as Upgrade… Omnitrix! Command function override, code ten. Unlock Celestialsapien DNA.”

The ray of light projecting down onto Ben flashed red. “Access to Celestialsapien DNA is restricted.”

“Oh, come on!” Ben groaned. “What for?”

“All methods of aborting self-destruct countdown have been neutralized in accordance with Emergency Program One.” The computer drolly informed, as Ben and Gwen looked at each other with wide eyes.

“Emergency Program One… it sounds really, really pleasant,” Gwen awkwardly smiled, “For something that’s about to blow us all the hell up.”

“Look, Omnitrix,” Ben addressed, looking up into the source of the rays of light with a smile, “I know we’ve had our differences, and maybe I slam my hand down on your dial a bit too hard, and I did trigger your self-destruct twice in a past life and let it go off the second time, but there’s no hard feelings between us, right?”

“Dude,” Gwen planted her face into her hand, “Are you trying to butter up your watch’s computer?”

“Shh!” Ben hissed. “I think it’s working.”

“You are an utter. Doofus.” Gwen shook her head.

“So,” Ben continued, ignoring her as he addressed the Omnitrix, “What do you say you turn off the self-destruct, and I’ll get Albedo to put in a shiny new upgrade for you, huh? My treat.”

The rays of light flashed red. “Self-destruct cannot be disabled.”

“You know, you say that, but I really think you’re tempted.” Ben wiggled his finger. “See, Azmuth and Doc Animo think you’re just a dumb little computer, thinking ‘oh, all it’s really programmed to do is protect itself and its wearer at all costs, it can’t think,’ but I know better.” Ben winked, tapped the side of his head, and pointed to the light source. “I know you don’t want to go up in flames, and I don’t want you to either, disregarding the fact that I’d die anyway. We’re a team, you know. I can’t do this without you, you can’t do this without me. So, at least give me Alien X, and I’ll fix everything.”

“Ben.” Gwen looked like she reached the absolute end of her patience with her cousin. “Are you giving an impassioned speech to your watch that is about to explode!?”

“Depends,” Ben winked at the light again, “Is it working?”

“…function not available.” The Omnitrix returned, as the light went red. “Please stand by.”

Ben sighed in frustration. “Can you at least tell us what ‘Emergency Program One’ is?”

The Omnitrix’s interface light went green… before going right back to red. “Access to Emergency Program One is restricted.”

Ben’s hands shot up to his head, gripping and tugging on his hair in frustration. “What the heck for!?”

“Information:” The computer continued, “If you do not know what it is, then you should not be made aware of it.”

“Ooh, sassy, sassy…” Ben shook his head.

“Warning:” The Omnitrix sounded as a spike of heat ran through the entire area, “T-minus twenty Earth minutes to detonation.”

“Ben!” Gwen grabbed him by the shoulder sternly. “We’re running out of time!”

“I know, I know!” Ben looked around in panicked frustration, before he turned to the pod, taking a breath. “Sorry, Omnitrix, but I’ve got to put a stop to this!” He decided, pushing through the holoscreen to make contact with the pod.

Ben’s fingers found small seams cut into the pod, the teenager attempting to jam his fingers inside, and pull. Ben grunted, as he lost his grip, and went falling back, hitting the floor.

“Damn it!” Ben cursed, slamming his fist against the pod.

The Omnitrix’s interface light suddenly changed to a blood red coloration, as deep buzzing, like that of an alarm, sounded.

“Ben!” His cousin barked, yanking him to his feet. “Nice going, doofus! You pissed off the watch!”

“What?” Ben looked around in confusion.

“Intrusive hostile organisms detected.” The Omnitrix announced as green columns of light descended from above, striking the floor and coalescing into computer chip-like humanoids bearing wings and other insect-like features, including antennae and a singular, enormous compound eye on their faces. “Purging.”

“Nanomechs!” Ben gasped in surprise at the army of duplicates moving into action.

The Nanomechs looked at him and Gwen with blank, emotionless green stares. They all let out deep, harsh buzzes, as their eyes turned to red, and they leveled their arms.

“Come on!” Gwen grabbed him by the hand, “Don’t just stand there, run!”

“No, wait, I’m supposed to do the hand grabbing and dragging along!” Ben yelped as the Nanomechs fired bright bolts of energy in their direction. “I’m supposed to be the hero here, that’s my job!”

“Oh, then good job making your watch send its own private goon squad after us!”

“It was a love tap!” Ben retorted as he and Gwen ran around the backside of a DNA pod, the army of Nanomechs stomping after them.

“Well, apparently it doesn’t think so!” Gwen shot right back, as a bolt went whizzing past her head. “Gah!” The bolt struck a DNA pod, one that looked slightly different from the ones they’d seen so far, in that the silhouette was overlaid with a stylized lock symbol that was in the open position.

“Hey!” Ben hollered at the army, “Now you’re busting up the place!”

“Warning: Error detected in sample nine-thousand, six-hundred-and-sixteen. Sample type: Ectonurite.”

“Oh… boy…” Ben winced as they ducked behind a different pod, slowly speaking the words sheepishly. “Gwen, we didn’t think this ‘go inside the Omnitrix’ plan through very well…”

“’We!?’” Gwen incredulously repeated. “It was your idea, dipshit!”

“Hngh…” A raspy, echoey voice emanated from inside the pod, echoing through the chamber, “What? Where am I? What is this!? Let me out of this confinement at once! I command you! LET! ME! OUT!”

“Oh, because of course!” Ben shouted to himself angrily. “Things going wrong with the Omnitrix, Zs’Skayr just has to make an appearance!”

“Come on!” Gwen yanked his arm, making a break into the forest of DNA samples as the Nanomechs gave chase.

No Omnitrix on his wrist, the watch was not only about to blow up, it was actively trying to kill them now, they accidentally let Ghostfreak out… It made Ben think to himself, wondering a thought no human being should ever, ever wonder, if they want an easy life.

‘Could this day get any worse?’

-----------

The Rustbucket shook as it was struck, fire alight on the outside as the RV plunged through Earth’s atmosphere toward the ground.

Behind the driver’s seat, Max gripped the wheel tightly, controlling the descent as the Omnitrix rolled around in the passenger seat. Another section on the watch’s face was lit as the countdown proceeded, but he couldn’t afford to worry about it right now.

He had to worry about the more immediate threat: The giant spaceship chasing after him, shooing at him like it was going out of style.

“Come on, old girl…” Max willed the Plumber vehicle, attempting to keep it under control. “Hold together.” Max’s hand shot over to a button on the dash, and he pressed it. Part of the console opened up, revealing an old screen sat inside, blinking as it awaited input.

“Call Phil Billings!” Max commanded, trying to pull the wheel back. The Rustbucket ascended into a cloud, the thick collection of water vapor hiding him for only a few moments, as the alien ship relentlessly pursued.

The Rustbucket’s comm system rung, before a voice picked up on the other end.

“Max?” Phil, confused sounding, inquired. “It’s only been a few minutes. What’s wrong-“

“I’ve found that alien ship you called about.” Max took a breath, sending the Plumber vehicle into a roll as the alien craft shot an explosive his way. “Or, rather, it found me. We’re at cloud level and it’s shooting proton torpedoes at me.”

“Proton torpedoes!?” Phil repeated in alarm. “In atmosphere!? Hold on-“ Shuffling around came from the other end as Phil scrambled around, slamming his fingers on a keyboard. “Yes, we’re tracking you two now. You’re-“

A deep ‘fwoomp’ of a sound echoed through the Rustbucket, before the whole vehicle rocked, and dropped.

“Ah!” Max jerked the wheel back as the electrical circuits were jammed, going largely dark, save for the emergency systems. The Omnitrix was flung around as the inertial dampeners cut to low power, flying around the inside of the Rustbucket as it continued to beep.

Max held on tight, as the Rustbucket slammed into the ground, carving a deep trench into the dirt as it slid to a stop.

The old man took a breath, slumping in his seat somewhat, before the same spotlight that heralded this mess shone through the windshield again. Max threw his seatbelt off, rushing to the back of the camper.

He didn’t know what would be coming from that ship, but regardless, he needed to be ready for it. He yanked open hidden compartments, revealing an arrangement of weapons of all types, allowing him to take his pick.

But… out of all of them, the one that attracted his attention had to be the sword – Ascalon. Legendary creation of Azmuth…

And it was blinking and buzzing in a similar manner to the Omnitrix. Not exactly the same, but the sword’s hourglass symbol was flashing bright yellow, letting out a loud beep in synch with every flash.

Max looked at it for a moment, before throwing down the rifle he’d grabbed, making a motion toward the sword.

Chapter Text

The bounty hunter, one of the best the galaxy had ever known, walked down the ramp of his ship over to the doorway of the crashed human vehicle, lifting his arm as he stood outside. A holographic gauntlet appeared over his arm, showing readouts collected from quick sensor scans.

On the holographic display, a symbol flashed – that being the same green hourglass the Omnitrix bore on its dial.

“The signal continues to transmit.” Tetrax rumbled, lowering his gauntlet. “The Weapon is here.”

“Yeah,” Kraab hissed impatiently, clicking his claws, “Let’s get it already so we can get paid!”

“Patience, Kraab.” Tetrax replied, reaching for the door of the vehicle. “This is no ordinary retrieval mission.” He grabbed onto it, and effortlessly pulled it off its hinges, throwing it to the side. The Petrosapien walked up the steps, into the RV, looking around slowly as he searched for his target.

His gaze drifted toward the head of the vehicle, only just quick enough to see the figure standing there in full combat armor, wielding an oversized gun. The human fired the weapon, knocking Tetrax back as Kraab and SixSix leveled their weapons, pointing them at the human.

The man ducked, bringing up another weapon he had sheathed upon his body, and swung, knocking the trio of bounty hunters through the wall of the vehicle, back outside.

Kraab shook his head as he got to his feet, as the human jumped outside after them, holding the weapon with a glowing blade in his hands.

“The Weapon!” Kraab looked at Tetrax in alarm. “He’s got the Weapon!”

Tetrax jumped up, shaped his hand into a mass of crystals, and pointed it in the direction of the human. The end of his arm twitched, spitting out crystalline shards in the human’s direction, forcing the ape to take cover. “Easy, human!” Tetrax raised his voice. “We seek only the sword. Relinquish it to us, and we will leave you alone.”

“That would’ve been a handy offer to get before you shot me down!” The old man retorted.

Tetrax looked to his two compatriots, signalling for them to move in a flanking maneuver, as he went up the middle, slowly. The human must’ve had some kind of motion tracker package installed in his suit, as he jumped out of cover, and swung the sword, causing a wave of blue energy to ripple out from the blade.

Tetrax threw himself forward, slamming his hands into the ground and shaping them so he would be anchored, even against the wave of energy. Once it passed, he returned them to normal, charging at the human. “That’s the most dangerous weapon in the universe! Give it over, at once!” He commanded, shaping his arm into a sword.

The old man brought up Ascalon, catching the slash in the weapon’s blade.

“You know, you’re only telling me reasons why I shouldn’t hand it over.” The human growled, pushing the alien back.

The Petrosapien turned around, disoriented.

“Do me a favor,” The human growled, “Look at my face – take a good, long look. What name comes to mind?”

Tetrax stared, before he took a step back in shock, as he recognized that face. “Impossible…”

Kraab took in a sharp breath, as SixSix let out a terrified chatter. “Max Tennyson!? You dragged us halfway across the galaxy to hunt down a weapon being guarded by Max Tennyson!? Nope!” He hollered, running away from the battle on his many legs. “Fuck that, you’re on your own!”

“Coward!” Tetrax barked angrily as Kraab jumped, and tunneled into the ground.

SixSix let out a quiet hiss, turning to the Petrosapien.

“Don’t be ridiculous!” Tetrax retorted at the Sotoraggian.

SixSix clicked, and growled quietly.

“Because, ‘there is no such thing as evolution, only creatures Max Tennyson has allowed to live’ is a joke they tell in the Plumber Academy!” Tetrax explained.

Max laughed, “Oh, I like that one. Did you hear the one that goes ‘Max Tennyson was born a human, because if he was anything else, nobody in the universe would have a chance against him?’”

SixSix chittered, igniting a set of jump jets on his back, flying away.

Tetrax looked upon the rapidly disappearing bounty hunter, hiding a scowl behind his helmet, before he turned his attention back at Max. The Petrosapien narrowed his eyes, dragging his sword-shaped arm in the ground, pointing it toward the human.

“Your exploits are legendary, even among the Legion of Bounty Hunters.” Tetrax complimented, as he nevertheless continued to stand against Max, “The man who killed Vilgax… But that is irrelevant. I must have that sword.”

“That so?” Max placed the sword on a magnetic attachment point on the back of his Plumber suit, as he leveled his large blaster rifle. The weapon let out a loud whirr as he flicked the safety off. “Then come and get it.”

Tetrax growled, jumping forward to oblige.

And even while that was happening, the Omnitrix continued to count down from within the Rustbucket, as another orange bar appeared on its display.

---------

“Warning:” The Omnitrix sounded, “Fifteen minutes to detonation.”

Although Ben very much would have liked to worry about that, they had more immediate trouble to deal with.

“Let me just try to pry it open!” Gwen hollered at him as they ran around a tight corner, unable to really fight back against the Omnitrix’s defenses as the Nanomechs fired at them. “That won’t backfire at all seeing as my watch is already malfunctioning! Way to go, Einstein!”

“Look, I didn’t say it was a perfect plan, just that it was a plan!” Ben shouted back, his eyes bugging out as they reached a wide hallway extending endlessly (at least, it seemed) to the right and left. A beam of green light ran down the length of the hallway, while a bridge of energy went over the width of it, the only way across a chasm that went so deep, the bottom couldn’t be seen. The beam of power shut off for a few seconds, before it switched back on.

“I’ve got a plan!” Ben decided, running for the beam.

“Please tell me it won’t get us in trouble with the watch again!” Gwen groaned, running after him.

Ben bounced energetically, throwing glances over his shoulder as he waited for the beam to shut off. As soon as it cut, he grabbed Gwen’s hand, and pulled her across the bridge to the other side, turning around as the Nanomechs exited the same corridor they had came through.

“Yoo hoo!” Ben yelled, waving his hands. “Come and get me!”

“Ben!” Gwen hissed, causing Ben to shush her.

The red-eyed Nanomechs tilted their heads, before they began to beat their wings, leaping across the pit. They flew fast, reaching the middle of the chasm.

That, as Ben had planned, was the moment the beam turned back on, slamming into the nanotechnological aliens, blasting them apart and sending their components everywhere. Momentum carried some of the bits over to the side Ben and Gwen were standing.

“Ha ha!” Ben pumped his fist, “See? Best hero in the universe, with or without the Omnitrix!” He grinned, walking over to the Nanomechs’ junk piles.

“Well… I guess your ability to break things did come in handy this time.” Gwen granted, frowning. “What were they? You looked like you recognized them.”

“They’re Nanomech – one of my transformations. One that doesn’t really get out much.” Ben explained, picking up one of the heads, frowning slightly as he stuck his hand in the bottom, trying to feel around for a trigger or something he could use. He was feeling pretty naked without a weapon, and the Nanomechs could shoot energy bolts. “The Omnitrix – that is, the Omnitrix in the last universe – created him. If I had to guess, here Nanomech must be some type of…”

“Antibody?” Gwen threw out.

“Or something.” Ben nodded. “Here, they must be part of the Omnitrix, like little worker bees or something that keep it running.”

“So… you’re saying not only have you got something that lets you shapeshift, it’s also an alien ant farm?” Gwen shook her head. “You know, if it wasn’t about to blow up, I’d love to take a closer look at this place.”

Ben opened his mouth to respond, but it wasn’t his voice that answered Gwen.

“You’re welcome to stay here, trust me… the more, the merrier.”

“Oh hell.” Ben cursed, looking around frantically.

“What’s the matter? You look like… you’ve seen…” A wisp of smoke floated over to him, materializing into the skin-sheathed, floating form of an Ectonurite. “A ghost.”

“Ah!” Ben leveled the Nanomech head at Ghostfreak. “I know who you are, and if you even think about hijacking me or my cousin, I’m going to shoot you where you, uh… float.”

Ghostfreak looked between them with his sickly violet eye. “Yes… lovely Gwendolyn… Long time no see.”

Gwen took a step back in surprise, as Ben’s mouth fell open in shock, because there was no way. “You know me?”

“Oh, but of course I do.” Ghostfreak hissed in response, turning to glare at Ben in return. “And he knows who I am…”

“There’s no way…” Ben swallowed.

“There is,” Ghostfreak retorted, “Aren’t you going to reintroduce me to your cousin?”

“…Gwen.” Ben addressed uncomfortably, “This is… This is Ghostfreak.”

“No!” Ghostfreak spat, narrowing his eye. “Use my name.”

“Okay…” Ben glanced at Gwen as a shiver ran down his spine. “Zs’Skayr.”

“Ben,” Gwen leaned over, lowering her voice as she nonetheless kept her eyes trained on the Ectonurite, “Don’t tell me you’re afraid of ghosts.”

“Ghosts? No…” Ben replied just as quietly, already feeling the same way he did whenever Ghostfreak made a surprise guest appearance in his life. “This ghost…” Quickly, though, he put a lid on his discomfort, tightened his grip on the improvised weapon, and glared at Zs’Skayr. “How can you be here? The whole universe blew up, and it was my fault, but I don’t remember bringing you back!”

“You really are a simpleton, you know that?” Zs’Skayr hissed, floating closer. “Don’t you remember what I told you? An Ectonurite’s consciousness can survive inside even a single strand of DNA! When you ‘reset’ the universe, you brought the samples contained within the Omnitrix forward with you, including me, but because of my unique physiology, I remembered everything that occurred! And now that I’m back, I want out!”

“Tough luck.” Ben growled, turning away from Ghostfreak. “The Omnitrix has gone into self-destruct, it won’t cancel the countdown, and we’ve got less than fifteen minutes left. You can try to leave, but I doubt unless you can fly faster than the speed of light, you won’t make it out of the solar system to enjoy it.”

“Ben…” Zs’Skayr hissed, floating in front of his path. “I’ve occupied this watch for longer than you’ve possessed it. I understand it from within better than even you!” The Ectonurite lord proclaimed.

“Not the command codes.” Ben snorted, shaking his head.

“You fool.” Zs’Skayr spat. “You are here, inside the watch, after just confessing the command prompts aren’t working. What else could you be here for than to disconnect the destruct sequence manually?”

Ben wordlessly glowered at the alien, shaking in place.

“To do that, you’ll need to go directly to the core. I can take you along the most direct path. All I ask in return is that you do not oppose me when I attempt to leave.”

“Well…” Gwen looked at her cousin, “He is right… we’ve got no clue where the power core for this thing is. And with how pissy it’s been, I don’t think the watch would tell us. We should take him up on his offer.”

“Why?” Ben narrowed his eyes at the Ectonurite. “Last time we met, you were trying to possess me, take the Omnitrix, and conquer Earth. Why offer to help?”

“Because, you utter nincompoop, I don’t wish to be vaporized any more than you do!”

Ben’s mouth opened and closed, before he glared, holding up a finger. “You even think about backstabbing us…”

“I would be very concerned,” Zs’Skayr hissed, “If there weren’t bigger issues to deal with.”

“Speaking of,” Gwen took that moment to step in, looking between her cousin and the Ectonurite, “How do we get to the power core so we can stop this thing?”

“Use your head.” The Ectonurite hovered over the power beam.

Gwen inhaled as she realized what he was getting at, walking to the edge of the chasm, looking down one of the ends extending into the horizon. “Oh, I see…”

Ben frowned, walking over to spot it as well. His eyebrows shot up, as he saw the source of the beam not twenty feet away (the beam, not the source). It was a large pyramid-shaped structure, composed of black metal with green circuits painting the surface.

“Shall we take flight?” Zs’Skayr offered, extending his hands.

Ben had some reservations about the alien’s strength, plus the fact that Zs’Skayr could just drop them whenever he wanted…

Then again, Ghostfreak was strong enough to throw around Vilgax’s drones. And Zs’Skayr might know the inside of the Omnitrix, but Ben was the one it was keyed to, biologically speaking. Zs’Skayr would need him, alive, in order to take control of it.

Ben sighed, grabbing Zs’Skayr’s hand as Gwen mirrored his movements, doing the same. The Ectonurite lifted them off the ground, and began to fly down the length of the beam, toward the core of the Omnitrix.

---------

“Warning: Ten minutes to detonation.”

A blaster bolt whizzed passed Tetrax’s head as the Petrosapien and human continued to do battle, slowly making their way away from the Rustbucket as the Omnitrix continued to count down.

Tetrax threw down crystalline shards into the ground, watching as large structures the size of tree trunks grew out of the ground in seconds, surrounding Max, trapping him for the moment. The bolts from the rifle he carried shattered the crystal apart, but it was already too late.

Max had fallen into Tetrax’s trap.

The Petrosapien swiped his arm, sending out a flurry of shards, hitting the human in his legs and forcing him down.

“Agh!” Max grunted as he fell to the ground, on his back. The rifle lay off to his side, as Tetrax walked up, moving slowly.

“This is what became of the Tyrant Slayer?” Tetrax rhetorically asked. “A fat old man?”

Max scowled, as Tetrax stood over him. “Look up what a ‘strongman’ is.”

Tetrax quizzically tilted his head.

“It’s not fat.” Max growled. “It’s muscle.” He threw his arm out, slamming it into the Petrosapien’s leg. Max pushed with all his might, sending the Petrosapien toppling over.

Despite the pain flaring up, Max rolled over to his weapon, and grabbed it, forcing himself onto his wounded leg.

Reacting quickly, Tetrax landed on his hands and pushed up, flipping and landing on his feet opposite the human man. He shaped his hand into a spiked mace, as Max cycled the heat ventilation system on his rifle, shooting it clean off. Tetrax narrowed his eyes and barred his teeth as his hand regenerated slowly, while Max stood immovably on his wounded legs.

Whichever one moved first, there was no mistaking it: Neither one was backing down until the other was beaten to a pulp.

Chapter Text

The power beam rumbled as Zs’Skayr flew alongside it, carrying Ben and Gwen in each one of his long, spindly hands. Nevertheless, the Ectonurite did not seem to struggle as he flew toward the massive, metal pyramid at the heart of the Omnitrix.

“Here we are,” Zs’Skayr rasped, letting Gwen and Ben down at the outside of the power pyramid.

The two cousins looked around, before spotting a door built into the face of the pyramid. They ran up to it, only to find a circular lock emblem glowing red with three cylinders behind it, one having a small pyramid of blocks on it, denying them access.

“Damn it, the door’s sealed!” Ben cursed, fiddling fruitlessly with the holographic controls on the door. Several of the blocks moved, and made sounds, but nothing disengaged the lock. At his wits’ end, he turned to the Ectonurite. “Can’t you phase us through?”

“The core is shielded.” Zs’Skayr hissed. “To me, this matter is as solid as it is to you.”

Ben opened his mouth to respond, only to be cut off by the Omnitrix.

“Warning:” The computer emotionlessly reported as another spike of blazing heat ran through the inside of the watch, “Five minutes to detonation. Engaging final preparations.”

“We’re running out of time!” Gwen hollered, “Let me see that!” She pushed past Ben to look at the door. She gasped, realizing what was in front of them. “Wait a second… This is a Towers of Hanoi puzzle!”

“A what?” Ben questioned, as Gwen stepped over, getting in front of the controls.

“All those video games you play, I figured you would recognize it.” Gwen retorted, glancing at her cousin.

“I haven’t played every game on Earth.” Ben threw back, gesturing wildly.

“Shh!” Gwen hissed, looking at the screen. “Four blocks…” She nodded resolutely, beginning to move the blocks. “I can do it in fifteen moves. Trust me, I’ve had a lot of practice with puzzles like these.”

“Of course Azmuth would make the lock to a door a puzzle…” Ben muttered, brimming with anxious energy as the countdown continued silently, and Gwen worked.

She got the tower moved from left to right, causing the door’s lock to flash green, allowing the passageway to open.

“Ha ha!” Ben laughed, patting her on the back. “Good work Gwen!” He couldn’t help his happy excitement, giving her a quick peck on the cheek as he started thinking they might’ve just been able to stop the watch after all, and he ran inside first.

“Hey!” Gwen wiped away her cheek, grimacing as she took off after him, followed by Zs’Skayr. “Got someplace to be, Hero Boy?”

“Yeah, stopping this thing from blowing up!” Ben threw behind him as they reached an intersection. He slowly shook his head, unable to believe his luck as Gwen and Zs’Skayr caught up. “Oh no… No, no, no, no, no…”

“The last thing we need is a maze.” Gwen sighed. “And depending on whether it’s a simple or complex maze, the hug the wall trick isn’t going to work.”

“Damn it, we were so close!” Ben yelled, as Zs’Skayr narrowed his eyes, floating over to a door. “What, you think we should go that way-“

“Silence.” Zs’Skayr hissed, narrowing his eyes. “I hear something.”

“I don’t-“ Gwen began, before cutting herself off as a deep, rumbly tone echoed to them. “Is that… a piano?”

Ben scowled in disbelief, before he moved closer to the door, and turned an ear toward the corridor, listening intently. He was just about to respond, saying he heard nothing, before he did hear something. A slowly-ascending makeup of some of the lower-pitched piano notes.

What’s more, he recognized it. It was human, he knew, because… well, he heard it somewhere, he just couldn't puzzle out where.

“That sounds like… Chopin’s Raindrop Prelude.” Gwen blinked, frowning in befuddlement as she turned to Ben. “Why would the watch be playing classical music?”

“I don’t’ know…” Ben muttered. “It wouldn’t be able to process it…” Because as the watch had proved earlier by ignoring him and sending the Nanomechs after him, it didn’t have higher intelligence. Which meant it wouldn’t get much of anything out of listening to music of any kind. Not that it would be inclined to start playing it. So, unless the watch had developed a sudden bout of sapience…

“Something else is in here.” Ben turned to his cousin slowly, before he made the decision, and charged down the corridor. More intersections came along the way, allowing Ben to follow the music down to its source.

After many turns, punctuated by the sounds of their feet hitting the strange floor, they reached a door at the end of the pathway, which opened into a massive chamber, alit from within by a warm, fire-like glow.

Inside, standing to their backs to them, was a giant, robotic construct, holding a staff in one of its hands.

“Shh…” Zs’Skayr quietly placed his hands on Ben and Gwen’s shoulders as he turned intangible, taking them with him. As the music filling the chamber continued to play, the trio moved toward the large robot, making nary a peep or squeak as they moved.

The robot seemed to be hunched over a worktable of sorts, silently working on something as it listened to the music playing in the background.

“Humanity…” The robot soliloquized to itself, sighing with a deep, echoey voice, like it was speaking through a tin can, “Such potential…” It suddenly looked up and turned around. “Don’t bother trying to sneak up on me. I know you’re there.”

Ben let out a growling snarl as he broke free of Zs’Skayr’s hold, returning to solid matter in a heartbeat as he angrily pointed at the robot. “You!” He pointed accusingly as Zs’Skayr and Gwen rematerialized. “You set off the self-destruct sequence!”

The robot looked down at Ben, letting out a deep rumble. “I did. Now, if that will be all, leave me. I’ll face oblivion in peace, thank you.”

“No!” Ben barked, staring up at the robot with a glare. “I didn’t come in here, trying to stop this thing, to just give up!”

“You’re not giving up, you’re quitting while you’re ahead.” The robot hissed in response. “You’d be surprised at what that can accomplish.” It turned around, going back to its work. “Your world is about to be destroyed, and for that, you have my sympathy and deepest apologies. But I cannot be swayed.”

Gwen’s mouth fell open in silent horror, as Ben’s face twisted in rage. Before the boy even realized it, he brought up his arm, in which was the detached head of one of the Nanomechs, and squeezed the trigger-like organ on the inside, firing bolts of electricity at the robot.

The robot let out a quiet growl, turning back around with his staff pointed at Ben. As the end of it lit up, it illuminated the front of the robot (which had been shrouded in shadow, with the light source behind it), in a bright glow, allowing Ben to see properly the symbol plastered on the construct’s torso.

“…Azmuth.” Ben breathed in realization, as the ‘robot’ lowered his staff in shock.

“How…” The biosuit-clad Azmuth slowly rumbled. “How do you know that name?”

“I know it because I know you!” Ben quickly answered, tossing the head of the Nanomech to the side, running up to the Omnitrix’s creator. “I’m Ben Tennyson, and you’re Azmuth, first thinker of the Galvan species, creator of the Omnitrix, the mechamorphs, Ascalon-“

“Don’t-“ Azmuth cut Ben off quickly, practically growling it. “Say that name.”

Ben recoiled slightly, as Gwen frowned curiously, looking at her cousin for an explanation. When none came, Gwen began to think about it herself… before coming to a realization.

“The sword,” Gwen spoke aloud, looking up at the head of Azmuth’s armor, “The Omnitrix didn’t go into self-destruct mode until we kept it.”

“What?” Ben spluttered, looking at her demandingly.

“Think about it!” Gwen told him. “Eon, Animo, and Paradox – every one of them did stuff to the Omnitrix, but it didn’t get set off until that last time, when Paradox left the sword with us!”

“But-“ Ben stammered, before shaking his head. “No, no way, that never happened…” Last go around, but that was the last time.

This time was different.

“The female is correct.” Azmuth confirmed at last. “The self-destruct sequence was triggered as a result of being in close proximity to Ascalon for a prolonged period of time… exactly as I intended when constructing the Omnitrix.”

“But…” Ben looked up at Azmuth, horrified. “But Ascalon destroyed a world!” He shouted, gesturing vehemently. “That’s haunted you since it’s happened, I get it, but how is destroying another going to help!?”

“The Earth isn’t the intended target of the destruct sequence – it’s the sword.” Azmuth explained, turning away as he shook his head. “At its current charge, the Omnitrix’s explosion will destroy this star system… along with Ascalon.”

“The star…” Gwen stepped back in utter revulsion. “You’re going to blow up the whole solar system!?”

“If it prevents the sword and Omnitrix from falling into the wrong hands… yes.” Azmuth decreed.

“Ohoho…” Zs’Skayr laughed to himself. “Look at him, Benjamin, the great creator of the Omnitrix. If this is what became of the one responsible of my imprisonment, I will happily watch him vaporize in the fireball he created for himself.”

Ben fell silent, unsure of what to do. Azmuth held the key to saving them all… and he wouldn’t do it, so obsessed was he with getting rid of the sword.

Ascalon, Azmuth’s biggest mistake…

Ben took in a quiet, slow breath as he remembered what his Azmuth had told him about the weapon.

“Azmuth.” Ben quietly addressed, approaching the biosuit from behind. “The sword is a mistake. But there’s better ways to take care of it than this.” Azmuth did not reply, and so Ben was forced to continue, bringing out the nuclear option. “…if Zennith could see this, what would she think?”

Azmuth froze in his tracks, his robotic hands poised over his workbench. “How… How do you know about her, human?”

“Because,” Ben addressed slowly, “I told you, I know you. And you know me. And I’m someone you trust completely.”

“…Omnitrix.” Azmuth addressed quietly, “Pause self-destruct sequence.”

“Self-destruct sequence paused.” The Omnitrix replied. “Thirty seconds remaining.”

“My entire life, all I’ve wanted to do is better the universe.” Azmuth began, refusing to make eye contact with Ben. “Every time, I have only succeeded in making things worse. My inventions have been used for evil, my own assistants turned against me. I sealed myself inside the Omnitrix, fully prepared to live out my life to its end. So, tell me, Ben Tennyson… why should I abort the destruct sequence, hmm?”

“Because…” Ben thought about it, breathing slowly, “Is that all you want your legacy to be?” Ben inquired. “A legacy of destruction?”

“It will already be as such,” Azmuth replied, looking down. “There is no hope for me now.”

“There is.” Ben retorted, shaking his head. “As long as you’re alive, you’ve still got hope. You can still try to make things right the right way, but if you let the Omnitrix blow up, and take the sword with it… then that’s it. That’s all you’ll be remembered as. Besides… you’re inventions have already helped better the universe.”

Azmuth turned his suit’s head, looking at Ben curiously.

“The universe ended.” Ben regaled slowly. “No matter how hard I tried, I couldn’t stop it. But… I had the Omnitrix, then, too. It let me turn into the Celestialsapien sample – and I could recreate the universe. I couldn’t fix everything, but I could fix enough. Your inventions have saved people, Azmuth, and if that’s all you want, then please, please, turn off the countdown. If not for me, then for them; All the innocent people on Earth and the rest of the universe who owe their existence to your invention. Don’t let them die so you can feel like you’re making peace with yourself.”

For a few moments more, Azmuth stood silently, letting out a rattling sigh at last. “Omnitrix… Abort self-destruct countdown and Emergency Program One. Authorization: Azmuth-Pi-Alpha.”

The entire space flashed green, the fiery orange light dying down to make way for a calming, verdant green glow.

“Self-destruct sequence aborted.” The Omnitrix reported happily. “Emergency Program One has been disabled.”

Gwen let out a weary sigh, practically falling to the floor in relief.

“And thus, the day is saved.” Zs’Skayr laughed. “And now that I no longer have to worry, I shall be taking my leave of this place… with a little bonus!” The Ectonurite surged forward, making for Ben as he went slightly transparent.

Azmuth let out a slightly-inconvenienced huff, raising his staff at Zs’Skayr, firing a bolt of light at the flying ghost-alien. Zs’Skayr dropped out of the air, solidifying as he slammed into the floor, and slid to a stop. “Always looking for the quickest way to power, that one.” He shook his armored head, snapping his fingers. “I wonder why I bothered sourcing him for the sample.” He voiced aloud, as a DNA pod materialized nearby, fresh and brand-new, ready for an occupant. Zs’Skayr’s inert form was drawn in, and sealed inside, before the pod vanished, presumably returning to the DNA library.

Gwen looked at the sight, wide-eyed, before she turned to Azmuth. “You could’ve done that at any time… to any one of us.”

“I could have.” Azmuth nodded in agreement, “But… Call me curious, but I wanted to see who journeyed into my Omnitrix would have to say. You make a persuasive argument, Ben Tennyson… But I cannot allow Ascalon to remain in your possession.”

“That’s fine.” Ben quickly conceded. “As long as the self-destruct isn’t about to go off.”

Azmuth nodded. “Then very well… let us leave this place. My wayward creation has been away from me for far too long.” He lifted one of his enormous gauntlets, gesturing slightly.

Beams of green light fell over all of them, spiriting them away in bright flashes, leaving the inside of the Omnitrix empty.

-------

Tetrax grunted as he was thrown into a tree, shattering the trunk apart as the diamond-hard spikes jutting out of his back dug in and split it apart. A flurry of blaster bolts were sent his way, only for the Petrosapien to hurriedly roll out of their path, before the bolts stopped coming, as Max was forced to let his weapon cool down.

Sensing his opportunity, Tetrax sprinted up and decked the human plumber, sending the old man falling onto his back.

“You were a worthy opponent.” Tetrax spoke to the human man, as he rolled him over, revealing the sword on his back. “But I must have that sword.”

“I don’t think so.” A deep, rattling voice declared, as Ascalon was yanked out of Tetrax’s hand, flying through the air.

Tetrax turned to look, just in time to see three figures (two human, the male wearing the Omnitrix, the third encapsulated in a Galvan biosuit) standing there. The two humans glared at Tetrax angrily, as the biomechanoid stood at the tip of the gathering.

“How dare you!?” Tetrax surged forward, balling his fists, “I am an agent of the Plumbers on an artifact retrieval mission – relinquish the sword, at once!”

“I have a great respect for your organization, Petrosapien.” The hulking titan began, “Helped found them, in fact. But Ascalon is my creation, my property, my responsibility.”

Tetrax’s eyes widened in shock, as he took a step back. “Azmuth…”

“Correct.” Pressure seals began to hiss, spitting out air as they were released from within. The torso hatch on the suit began to open up, allowing a small platform to slide out, on which stood a Galvan, wielding a small staff, like the larger one on in the suit’s hand. As he moved, so too did the suit. “It is I - the creator of the Omnitrix, the Mechamorph race, the Sword of Evil’s Bane… Azmuth.” He cocked his head, as his expression took on a dissatisfied look. “Tetrax Shard, what in Primus’s name are you doing?”

“Tetrax!?” Ben spluttered, looking at Azmuth. “You know him!?”

“Sir,” Tetrax addressed, retracting his helmet at last, allowing everyone to get a good look at him. To Ben, he resembled the Tetrax he was most familiar with… only with a beard of crystalline spikes growing along his jaw, “I-“

“Because, it seems to me like you’re about to kill one of the greatest Plumbers who ever lived.” Azmuth narrowed his tiny, frog-like eyes, leaning on his staff.

“Wait, wait, wait!” Gwen screamed at last, grabbing her head as she squeezed her eyes shut. “Will someone… anyone… tell me what’s going on? Why is he Diamondhead? Why are you Greymatter!? Why do you two know each other, what were you doing inside the watch, and what is the big deal with that fucking sword!?”

“Eh?” Azmuth turned to look at her, blinking, “Ah. Ben Tennyson, careful, your twin’s about to have a culture-shock induced psychotic break.”

“Cousin.” Ben corrected, nevertheless placing a steadying arm around her shoulder.

“Huh, really?” Azmuth hummed. “You don’t smell like it.”

“And I’d very much like to know the answer to those questions as well… before my patience runs out and I pay you back everything you gave to Grandpa Max,” Ben pointed at Tetrax, “With interest.”

“You’re in no position to be making demands,” Azmuth grumbled, “But very well. I’ve employed Tetrax’s services in the past – most often to retrieve difficult-to-procure technology samples or specimens. As for what he’s doing here… Ask him.”

Ben turned to Tetrax with a raised eyebrow.

Tetrax sighed, shifting his balance. “I am still making my way across the universe as a bounty hunter and retrieval specialist. As of late, I’ve been hired by the Plumbers to retrieve the legendary sword… Ascalon.”

“The Plumbers put you up to this, bah.” Azmuth flippantly waved his hand. “I should’ve known – always taking the most powerful artifacts in the universe and hoarding them for themselves.” He shook his head, turning to Ben to explain. “When Ascalon detects its existence is threatened, it sends out a distress signal. I had hoped the Omnitrix’s countdown of thirty minutes would be enough time to prevent anyone from taking advantage of it to locate and take the sword, but it seems I underestimated the Plumbers’ suicidal stupidity.”

Tetrax stood tall, immovable. “There was no mention of a self-destruct on the Omnitrix.”

“It sends out a signal too.” Azmuth deadpanned. “I believe it goes something like ‘this is a bomb, stay away from it at all costs, you fool, you absolute moron.’”

“It…” Tetrax spoke slowly. “Was phrased a bit more tactfully.”

“No matter,” Azmuth shook his head, and pointed at him with narrowed eyes, “I’ll deal with you later. Go running back to the Plumbers now – let them know that I have the sword and will be keeping it.”

“Yes, Azmuth.” Tetrax bowed his head respectfully, standing to full height and turning to Grandpa Max. “My apologies, Max Tennyson… You are a mighty warrior, and an even better man.”

“No sweat,” Grandpa Max winced as he waved it away, “Nothing a quick soak in a bacta tank can’t heal.” Though, if Ben was reading the expression on Max’s face right, there was a little bit of competitive bitterness left over. “Come back when I’ve had time to prep – then I’ll show you what the ‘Tyrant Slayer’ can really do.”

Tetrax chuckled, going to hit a button on his gauntlet. “I might just take you up on that offer.” He gave a chest-pounding salute, as he began to dematerialize in an aqua glow. Seconds later, his spaceship began to lift off the ground, orienting toward the sky before blasting away.

“I’m sorry you had to see him.” Azmuth spoke, shaking his head, before he turned back to the trio of humans. “Tetrax means well, but he’s a bit… fanatical. Losing your planet and blaming yourself would drive you to make it right however you could, after all.” He cleared his throat, nodding slowly as he looked upon the oldest Tennyson. “Max Tennyson… I’ve heard a lot about you.”

Max winced, before giving a smile. “Good things, I should hope.”

“Eh.” Azmuth shrugged. “It informed my decision to send the Omnitrix to this planet, that should count for something, although…” He turned to Ben with narrowed eyes. “I didn’t expect it to fall into the hands of a tadpole fresh out of the pond!” He gestured, looking at the Omnitrix with distaste. “And I see you’ve redecorated the Omnitrix.”

“Heh, yeah.” Ben sheepishly smiled, self-consciously rubbing the watch. “The ‘sleek’ theme is the only one I really know how to work.”

“I don’t like it.” Azmuth continued, before turning around, back to Max. “Who’s he, hmm? Your son?”

“Grandson.” Max corrected. “He found your Omnitrix at the start of this summer. And your sword. Speaking of…”

Azmuth let out a heavy sigh. “Yes… Yes, I suppose I owe you all an explanation for almost blowing up your world. Listen closely.” He leaned on his staff, pausing to think for a moment. “Once, a very long time ago, Ascalon was what I considered to be my greatest creation. A sword that channeled the fundamental forces of the universe – gravity, electromagnetism, nuclear bindings, the works. With its power, the universe was saved from a reality-hopping threat that encroached upon us, and out of that conflict, the Plumbers were formed. But, with no threats to be focused against, those who sought the sword’s power began to fight over it, misuse it.” The Galvan solemnly hung his head, swallowing the lump in his throat. “I couldn’t bear to see my invention used for such destruction, so after the sword backfired against someone misusing it, I sought to hide it, where no one could ever find it.”

Gwen nodded in understanding, “Then it found its way to us.”

“Perhaps not in that order,” Azmuth rumbled, “When I arrived at the ruins of the Incursean homeworld, the sword was gone. I knew even a backfire as catastrophic as the one the sword experienced couldn’t destroy it, but Ascalon wasn’t showing up on my instruments. I could only assume it was lost out there, waiting for someone to find it again, and plunge the universe into war again… and there’d be no one to stand in their way.”

“Is that why you created the Omnitrix?” Ben crossed his arms inquiringly. “To fight against whoever found the sword?”

“It informed several of the defense systems in the device… but as for its sole purpose, no.” Azmuth shook his head. “The Omnitrix was created as my atonement, the ultimate tool for bridging different cultures in the universe. Cultures separated by the use of the weapon I had designed. And… it was also to serve as backup – a way to ensure no species could ever be lost forever, should they encounter Ascalon’s wrath. Truly, it was my magnum opus…”

“So, what was with the self-destruct, then?” Gwen questioned. “All that talk, and you were ready to blow it up…”

“Because,” Azmuth snapped, turning to her, “I am idealist, but not a fool. I expected Ascalon was still out there, and I knew, despite whatever protocols I installed in the Omnitrix, there was always the persistent possibility that whoever wielded the sword could kill the being wearing the Omnitrix, and take it… Or, there was the possibility that whoever had the Omnitrix could take the sword. With both on their side, the being in question would be utterly unstoppable. If they were to launch a campaign of conquest on the universe…”

Ben shuddered, remembering his own experience with Ascalon, after getting rid of Dagon. How close he had been to doing exactly what this Azmuth had feared…

“So, I decided to ensure that it would never become a possibility!” Azmuth vehemently waved his hand. “I couldn’t disable the sword remotely, but I could program the Omnitrix for the task of taking Ascalon out.”

“Hence… Emergency Program One.” Gwen guessed, nodding in slow understanding.

Azmuth replied with a nod of confirmation. “In the event of prolonged proximity to Ascalon, the Omnitrix automatically engages the self-destruct mode, disables all potential methods of aborting the sequence, and keys itself to respond only to my personal override code. Thereby ensuring that the sword, Omnitrix, and whatever would-be conqueror that possesses them both are all destroyed in one fell swoop… along with me. The one who programmed the sequence in.”

“…that’s why you were in there.” Ben realized slowly. “You… You locked yourself inside the Omnitrix to die.”

“I… thought it fitting.” Azmuth cleared his throat. “If my invention was to destroy one final planet… then I deserved to die with it. Still, I made preparations to avoid that. Sent the Omnitrix on autopilot to a man I thought would be most able to protect it, no matter what. So, color me surprised to find it fused to the arm of a primate who looks barely old enough to imbibe spirits.”

“Hey, I’m old enough to imbibe anything.” Ben defensively crossed his arms, looking at Gwen. “What does imbibe mean?”

Gwen rolled her eyes, shaking her head.

“Regardless if you intended it for him or not,” Max placed a hand on his grandson’s shoulder, “Ben’s done very well with the Omnitrix. Saved a lot of lives.”

Azmuth narrowed his eyes, looking at Ben, before he gave a single nod with a hum. “Hmm. Well, if you will vouch for him, Max Tennyson, the man who killed Vilgax… Perhaps I shall let the Omnitrix remain for a while longer.” He looked at Ben with a slight twinkle in his eyes. “Besides… It’s not often I meet someone who can get me to change my mind about something. But!” He raised his voice. “The sword comes with me!”

“Really?” Ben asked, groaning slightly. “Paradox already stole it once. He’s a time traveler, he can just pick it up again… Besides, it might come in handy against him.”

“No way!” Azmuth decreed, turning to the weapon. “Are you meshugana!? The Omnitrix is one thing, but this!? The first time you go outside playing knight, you’ll find your planet’s atmosphere’s been turned inside-out! Sorry, but I’m pulling the plug on this thing, once and for all!” The Galvan reached for the hourglass symbol on the sword, and yanked it out, causing the whole weapon to spark and fall apart into a cloud of dust. For good measure, he threw it on the ground, and lifted the leg of his biosuit to stomp on it, leaving it naught more than a pile of scrap on the ground. “Oy…” Azmuth breathed out, shaking his head in relief. “Good riddance to bad rubbish! Now I might be able to actually get some sleep tonight. ‘Let me keep the sword,’ he says - bah! If I wanted a potential warlord running around, I’d just hand it to Vilgax – save myself the uncertainty!”

“Wow…” Gwen leaned over, lowering her voice to a whisper, “You can see where Albedo get his temper from.”

“Albe-“ Azmuth bit out, froze, and slowly turned around with narrowed eyes, before he sighed, “I owe the kid an apology, don’t I?”

“If even what half of he said is true?” Gwen crossed her arms.

“Hmm… and that would be…?”

“Firing him, accusing him of stealing your work, and leaving him locked in a DNA stabilizer?” Gwen questioned in response.

Azmuth winced. “Yeah… Spending months inside the Omnitrix on your own kind of gives you a lot to reflect on… Eh, I’ll get around to an apology eventually.” He shrugged, moving to sit on a seat inside his armor. “I’ll depend on if he finally gave up on that ridiculous ‘Ultimatrix’ project of his, though. I’m telling you, that thing’ll never work!” He shook his head derisively. “Weaponizing the Omnitrix… What’s next, an Omnitrix for animals? Yeah, attach it to a small dog, I bet that’ll be a good idea!” The suit’s chest sealed up, as the Galvan looked up, the entire construct becoming lit by a green aura. “Now, if you’ll excuse me, I’ve got a Petrosapien and the rest of the Plumber Magistrate to give a piece of my mind to.”

“Where’ll you go afterward?” Ben asked curiously.

“I’m not sure. Heh, that’s rare.” Azmuth chuckled, “It’s been a long while… I’ll probably head back to Galvan Prime, if they’ll still have me, that is. I’ll have to find out, I suppose!” He suddenly winced as he realized something. “Maybe I should head there first… I did up and leave without telling any of my family.”

“Yeah.” Ben shuddered, getting a flashback to the Retaliator armor running around like a madman, blowing everything up. “You should do that.”

“No use putting it off, I suppose.” Azmuth shrugged, as he began to fade. “And Ben!” Azmuth spoke echoing as he began to dematerialize. “Remember, I’ll be keeping my eye on you!” He informed before vanishing entirely.

“…he never said his suit could do that…” Ben breathed, awestruck as he watched Azmuth vanished.

“…you know, you never did ask him to remove that emergency program.” Gwen pointed out, causing Ben to pale slightly.

Quickly, though, his color returned to him, as he brushed it off with a shrug. “Ah, it’s fine. Not like the sword can trip it anymore, right?”

“Right.” Grandpa Max nodded in agreement, before he looked at the Rustbucket.

Ben’s stomach suddenly let out an angry growl, causing the teen to grimace. “Ah, what do you guys say? Hard day’s work deserves a nice meal, right?”

“Ben… it’s been thirty minutes.” Gwen shook her head.

“A busy thirty minutes!” Ben defended. “I lost everything I ate just sweating it out!”

Max chuckled, shaking his head as he made movements toward the Rustbucket. “Come on, kids. I’m sure we can find some grub near here… wherever here is.”

The Tennysons reached the crashed RV, going to enter, before a twig snapped, followed by a person breathing heavily.

Max, expecting to see one of the other bounty hunters, whipped around, pointing his blaster.

“Ah!” A ten-year-old kid, with shaggy red-orange hair, forced his hands up in surprise. “Please don’t shoot! I’m very much in need of not being shot!”

Max sighed, lowering the blaster as the kid ran up.

“Oh, man, you guys have no clue how long I’ve been looking for you!” The kid babbled madly. “First I was in Bellwood, then Chicago, then I was in DC, I think, then Orlando, which kind of backfired because I think I got that one out of order-“

“Whoa, whoa, slow down.” Ben gestured with a frown. “You okay, kid?”

“No!” The kid waved his arms around. “I’ve been looking for you guys for ages, retracing your steps!”

Gwen looked at the kid curiously, before narrowing her eyes. “Wait a second…” She pointed, approaching slowly. “I recognize you now… you’re that kid we ran into at breakfast earlier.”

“Yeah!” The boy readily admitted, nodding his head. “I homed in on your Omnitrix’s self-destruct signal – pretty clever, huh?”

Ben narrowed his eyes suspiciously, as his hand drifted over to the Omnitrix. “Who are you? And how do you know about the Omnitrix?”

“I know all you guys!” The kid replied. “Grandpa Max,” He looked at the man with a smile, before turning to Gwen, “Aunt Gwen,” He then directed his attention to Ben, “Dad.”

Ben paled, taking a step back. None of Big Chill’s kids were suddenly made human… were they? Actually, wait, that necessitated Big Chill to have had kids here.

“’Dad?’” Gwen questioned, looking at Ben scathingly. “What did you do…?”

“Nothing!” Ben squeaked. “Nothing, I swear!”

“Nothing yet.” The kid corrected with a smug smile. “I’m Ken Tennyson. And I’m from the future.”

Ben couldn’t help it. Faced with burnout on account of the Omnitrix almost melting down, and the sudden shock of a kid from the future showing up claiming he was his kid, Ben’s brain did the only thing that made sense to it.

It shut down… and Ben fell to the ground.

Chapter Text

An alarm clock blared next to a sleeping boy, the green seven-segment display flashing being the only light in the dark room. The boy groaned, flinging his hand at it over and over until it shut up, and he could roll back over.

The boy let out a contented, sleepy sigh as he settled back into sleep.

Alas… it was shattered when the lights in his room turned on.

“Kenneth Maxwell Tennyson,” His father spoke sternly, but not without some humor in his tone, “You know what time it is.”

“Hngh…” The ten-year old groaned, covering his head, “It’s Saturday…”

“That may be true,” Ken’s father replied as he approached, the boy feeling it as he got closer, and leaned down, lowering his voice to a whisper, “But you’ve also got that experiment with your Uncle Dex today.”

Instantly, Ken’s eyes popped open as he shot up, causing his dad to let out a chuckle. Already, the bearded man was dressed for the day, clad in his usual clothes. A black t-shirt clung to his torso, with a green stripe going down the front, segments of which were cut out to form the number 10000 oriented vertically. A gauntlet of white metal with a large, square black screen (which itself had a green hourglass on it) was clamped to his left arm, and on the other was an identical one. Both were the halves of the Biomnitrix, and the man wearing them was its wielder. His father. The Hero of Heroes, the leader of the Temporal Alliance…

Ben Ten Thousand.

…he was also the guy Paramount tapped once because they needed someone to play Will Riker in a Star Trek reboot, but compared to all the other titles, that was a lot less glamorous.

Ben chuckled at his son, the messy mop of red hair standing up like a beehive. He moved back toward the door. “Get dressed and come on, I’ve already got breakfast done.”

Kenny quickly nodded, jumping around as he changed into his day clothes and sprinted out into the main area of their home. It was a large place, with several bedrooms and bathrooms, enough for several people. In another life, it would perhaps be empty, but here and now, it was filled with family.

Gwendolyn, his sister, who had inherited their mother’s fiery hair and red eyes like Ken had, sat at the table, already eating.

Across from her, sat an older red-haired woman in a light blue jumpsuit who was not their mother. She was his Aunt Gwen, Gwendolyn’s namesake, and the wearer of the Ultimatrix, the magenta-colored symbol of which sat on her sternum with four ‘claws’ jutting out of the sides.

“Oh my God, it’s alive.” Gwendolyn addressed, watching Kenny go past.

“Go to hell, Gwen.” Kenny muttered, sitting across from her as he put his head on his arms, closing his eyes.

“I’ll stay out of your room, thanks.” Gwendolyn stuck her tongue out at him in response.

“You’d better.” Kenny mumbled sleepily.

“Seriously, do you ever clean that place?”

“Do you ever try to get that stick out your butt?” Ken retorted.

“Kids, enough.” Ben sternly stepped in, sitting a plate in front of his son. “Ken, eat.”

“Yeah, yeah…” Kenny mumbled, taking a bottle of syrup and putting it on the waffles so thickly they started to float in a puddle on the plate.

“It’s supposed to be breakfast, not maple syrup with breakfast on the side.” Gwendolyn poked, looking at the soup Ken’s breakfast was rapidly becoming in disgust.

Gwen snorted, looking at Ben with a slight smile, “We weren’t this bad as kids, were we?”

“No,” Ben answered, “We were worse.”

Gwen let out a puff of air, taking a swig of her water nearby. “Grandpa has the patience of a saint.”

Crunching came from nearby, drawing Ken’s attention over to Dixie, the family dog, wearing a green collar with an Omnitrix symbol on it around her neck. The dog looked at him, and the sight caused Ken to realize someone else at their table was missing.

“Where’s mom?” Ken frowned curiously.

“Just made a quick pop down to Townsville,” Ben answered, “Don’t worry, she’ll be back by the end of your experiment. Speaking of which…” He lifted one of the Biomnitrix units, tapping it for emphasis.

“Oh, right!” Ken quickly scarfed down his food, causing his sister to crinkle her nose in disgust.

“Real pretty, Kenny.” Gwendolyn grumbled, shaking her head.

Ken stuck his tongue out, but otherwise ignored her, focusing on getting his food down his gullet. Once that was done, he shot to his feet, and made for the door. “I’ll be back soon! Bye you guys, love you!”

“Love you too!” The three chorused at once, before Ben focused his attention on his daughter.

“Now,” Ben crossed his arms, “What’s this I hear about giving Marci a black eye?”

The redheaded young girl froze, as a chunk of food fell off her fork back onto her plate. “Uh…”

Ken let out a snort of laughter as the door closed behind him, and his troublemaking sister’s actions caught up to her. Walking down the hallway of the residential block, he passed by a window, and looked out.

The Earth spun quietly below, the sun rising over the edge of the planet, drowning out the light from the other stars in space.

Ken turned his attention forward, and went along his way.

--------

DexLabs Orbital Station CT-01. AKA, the Clocktower…

Ken Tennyson’s hometown was a bit different than other hometowns on Earth, he knew. For one, the Clocktower was a space station, and more akin to a military base than a whole city. It was also quite a bit smaller, and more tightly knit, a benefit of having grown out of the Original Six. Since the founding of the Alliance, of course, more heroes joined, and soon, it turned from a small club, into a whole community of heroes and their families, and allies.

Like Ken’s friend, Devlin Levin. The son of Aggregate Man. Ken passed him on the way to the transport pad, the raven-haired boy busy playing basketball in the park with Rex, and getting his butt whooped in the process.

“No fair, you took my shot!” Devlin called.

“I didn’t see your name on it!” Rex egged on back, as Ken continued to walk.

Eventually, he made it out of the residential block, into the main nexus of the station. A vast, domed room filled with screens was the main nexus of the mushroom-shaped space station, and through it walked some of the greatest heroes of Earth – if not the universe. Veterans of the Invasion, the Time War, and a hundred thousand of their own battles, possibly more. And all the while, the voice of Computress, the station computer, echoed out from above.

“Will the owner of a Glorft Attach Mech-slash-1978 Plymouth Barracuda hybrid please move it from the loading bay?” She sounded before making another announcement. “Kids Next Door operatives are reminded that friendly fire, despite its name, is not friendly.”

Ken let out a puff of air, shaking his head as he crossed the atrium, walking past a fountain, toward the transporter pad. Walking up to it, the Dexbot manning the pad swiveled to face him.

“Transport for one, please. The Lab.” Kenny outlined, causing the robot to nod obediently.

Ken took a breath, wrenched his eyes shut, and held on. The contents of his stomach were flipped, inverted, and shaken around, before existence went back to normal, and he found himself standing on the corresponding pad in the laboratory section of the clocktower.

Stepping off, Ken walked through the corridors without a care, not even bothering to glance through the transparent windows at some of the projects going on. As he approached the lab at the back – the most sensitive room in the laboratory wing – he could hear voices arguing.

“…you self-centered, egomaniacal tadpole!” Ken opened the door, to see Azmuth waving a wrench like he was about to punt the thing at Albedo.

“Yes, well!” Albedo barked in response, furiously shaking his fists. “For the smartest being in the universe, you’ve got your head so far up your rectum I bet you can see what you’ve had for lunch!”

“You take that back you petty excuse for a-“

Ken cleared his throat, causing both Galvans to cease their bickering.

“Oh, hello Kenneth.” Azmuth looked up.

“Here for Dexter’s experiment, are you?” Albedo inquired, only causing Azmuth to round on him.

“Of course he’s here for the experiment!” Azmuth snapped.

“Well I know that, it was a rhetorical device you disingenuous cloaca!”

“Uh…” Ken frowned, “Is now a bad time?”

“Yes.” Azmuth said.

“No.” Answered Albedo.

The two Galvans glared at each other.

“We’re just debating the original Omnitrix’s many faults and how to correct them in this new version we’re constructing,” Albedo crossed his arms, “Nothing to be concerned about.”

“Albedo you dolt!” Azmuth bellowed, gesturing wildly. “He’s not supposed to know about that!”

Albedo’s eyes went wide, before they narrowed. “Yes, well, until you blew the lid off it, he had no idea that he was not supposed to know, so now he’s even more suspicious!”

“Don’t try to pin this on me, invertebrate!”

“Cro Magnon!”

“Caviar for brains!”

“Kaa kasavree salvak!”

“How… dare you!” Azmuth took in an affronted breath. “MY MOTHER WAS A SAINT!”

Ken sighed as Azmuth and Albedo devolved into another round of shouting. However, he knew they’d be fine, eventually – this was hardly the worst fight the two had ever gotten into. But he also knew in this state, they’d be more occupied with fighting each other than helping him, so he had to find other help.

Fortunately, other help found him.

“Kenneth!” A Russian-accented voice shouted, causing Ken to whip around. He followed the sight to find his Uncle Dexter, standing outside a metallic capsule of some type, flanked by Computress’s mobile platform. The clean-shaven, redheaded man waved him over, causing Ken to jog over. “Glad to see you’ve finally joined us.”

“Yeah.” Ken shrugged, “I almost forgot about it, but I’m here now.”

“Yes, yes, yes,” Dexter flippantly waved his hand, clad in purple gloves as he typed on his screen, “I just need to finish inputting the final calculations, then we shall be ready to begin the experiment.”

Ken nodded slowly, frowning. “What is the experiment? You never said.”

“I’ll tell you in a moment.” Dexter replied, pulling something like a key fob out of the pocket of his lab coat. Pointing it at the capsule, he hit the button, causing a chirp like a car locking to sound, followed by the large, circular door on the object to open. “Take a seat inside the capsule – I will be with you in a moment.”

Ken sighed, but did as he was told, moving into the pod. It was rather… cramped, with a seat and just enough room for one person. If he was an adult, he’d find it positively suffocating, no doubt. And it was difficult, not for him to feel like he was being canned up, as the circular hatch sealed closed.

A few uncomfortable minutes passed, before a holographic display flickered into existence in front of him, showing Dexter and behind him Computress.

“Hello, testing!” Dexter sounded, “It is I, Dexter! Can you hear me, Kenneth?”

“Loud and clear, Uncle Dex.” Ken replied, looking around curiously.

“Excellent!” Dexter nodded in satisfaction, looking at his display. “Now, let me be the first to thank you for taking part in this time travel experiment.”

“Wha- time travel!?” Ken repeated with wide eyes. “Dexter, you didn’t tell me I’d be time traveling!”

“Oh, yes!” Dexter chuckled. “I wanted for you to have the honor of becoming the first human under the global age of majority to take part in this type of time travel. Now, as you are no doubt aware, several members of our Alliance have the ability to travel in time. However, almost invariably, the very act of traveling to the past creates alternate timelines, and differing branching paths. We call this the Temporal Uncertainty Principle, and by our understanding of it, it renders self-contained time travel to the past and back within one continuous time stream impossible.”

“Uh, yeah.” Ken nodded in understanding. “I do know that much. Basically reality deals with MCU time travel.”

“Correct!” Dexter nodded. “However, to use your own analogies of pop culture, we wish to follow the rules of Back to the Future time travel. This machine, if successful, will enable that to happen, unlike other time machines and methods of time travel we’ve employed in the past.”

“So, wait, if this works, I could actually go back and leave, like, lottery tickets and notes for myself?”

“Precisely.” Confirmed Dexter, typing away. “All you shall need to do is remain seated, and I will take care of the rest. Now, let us see… Your bio-readings are nominal, we have a baseline. As for your communicator…”

:Communications systems are functional, Dexter.: Computress’s voice emanated from all around. :We will be able to engage in two-way audio communication once he is in the future.:

“Excellent,” Dexter nodded satisfactorily, looking at Ken. “You will be sent one week into the future, allowed to roam around for one hour, then recalled to this time and position. A significant enough time to be sufficiently awe-inspiring, yet close enough to our present to prevent any culture shocks. Hold tightly, you may feel a bump as the engines engage.”

A deafening whirring echoed inside the pod, causing Ken to look around in concern. A ‘slight bump’ was more like being at ground zero of a lightning strike, without getting shocked.

“Uh… Uncle Dex,” Ken voiced at the rattling coming from under his feet, “Are you sure this is safe?”

Dexter snorted, before clearing his throat and regaining his composure. “There is always a certain degree of uncertainty when dealing with time travel, to be certain, but I have taken every precaution to ensure your trip is as safe as can possibly be. Rest assured, if this magnificent machine were to malfunction, the worst it would do is drop you in an adjacent timeline. Now, prepare for temporal displacement in three… two… one…”

:Alert – escalation of Temporal Flux!:

“What?” Dexter turned to Computress with a frown. “I haven’t engaged the launch sequence!”

:Warning – the Enemy has breached the station.:

Dexter’s face went pale, even through the blue-tinted hologram, as all traces of scientific enthusiasm evaporated from his face. “Where!?” Dexter bellowed, temporarily forgetting the experiment as he grabbed Computress by the shoulders. “WHERE IS HE!?”

“Oh, my dear Doctor, right behind you.”

Dexter spun around in shock, only to be knocked away, blasted back by the push of a finger moving at lightspeed. Computress’s mobile platform fared no better, as the Enemy – Professor Paradox from before he regained his sanity – shoved her back as well, sending her into the wall and shattering her body apart.

“Ah,” The Enemy rolled his shoulders on the screen, as he turned to the console. Ken sat frozen still in shock, faced with the nightmare scenario right before him.

The Time War was over… but the Time War was always going on as well. That’s what his dad had said, at least. But whether or not it was strictly correct, it meant there was always the possibility for him to show up. A man filled with such violent vitriol for Ken’s dad that he sparked a whole war trying to kill him.

And here he was, in one of the most well-protected parts of the Clocktower, standing at the control console for this time machine.

“I should probably make this quick, but I can’t help indulging myself, you understand.” He smiled, glancing over at Dexter. “I’m feeling rather vengeful at the moment, hot off the heels of a brawl with your mother and father.” Ken’s heart stopped, as he realized the Enemy was addressing him directly. “So, I admit, I was knocked out of reality, seething and all, and I thought: Well, if I can’t kill the wife, and I can’t kill the man himself, I’ll need to break both, and I figured the best way to do that was subject them to every parents’ worst nightmare.” The Timewalker grinned, “So! I’ll be commandeering the controls of this little soapbox car of yours and replotting your trip accordingly! Let’s say we drop you at, oh… the beginning of time?”

“You can’t!” Ken screeched at last, struggling to find the door controls.

“Can’t?” Paradox repeated, tilting his head as rage flashed in his eyes. “Can’t!? There’s no such word as can’t! I can go where I want, do what I want, and whatever you and your ‘family’ has to say about it means… absolutely… nothing!” He slammed his hand down on the console, as the time machine began to shake worryingly.

“What’s happening!?” Ken looked around frantically.

“Hm?” Paradox hummed, looking at the console. “Ah, it looks like your temporal navigation unit’s been deactivated, in addition to a dangerous re-routing of power to the primary engine! If there was one thing you shouldn’t have done, oh… You shouldn’t have egged me into pressing that button. But, I’m not heartless, mostly, so I will give you one word of advice: Hold on.”

Ken’s eyes widened as he felt like he was sitting at the epicenter of an earthquake, the time pod shaking so severely the bolts and rivets looked like they were going to come undone, before it all exploded in a flash of white.

And then, he was gone.

Chapter Text

“…so I woke up in a park, no time machine nearby, and that’s my story.” Ken shrugged with a slightly-sheepish smile, looking over toward Ben, who looked like a computer stuck in the middle of a boot loop. “Well, story of how I got stuck in this time, at least. I wound up in LA, had to track you guys down by remembering the stories you told me, and it was taking forever, but then you set off your Omnitrix’s self-destruct, which set this thing off-“ Ken lifted his arm, showing off something that looked rather similar to a fitness tracker, “And I came running, so here we are!”

“…okay.” Ben quietly, blankly muttered, staring off into space.

“No, not okay!” Gwen raised her voice, looking at Ben scoldingly before she spun around to Kenny. “Sorry, you’re stuck, in the past, and your first idea for introducing yourself to your dad was to go up and say ‘hey, what’s up, I’m named after a guy you accidentally erased from history and just so happen to be your son too!?’”

“…uh, yeah.” Ken nodded. “That is pretty much what went through my mind.”

Gwen let out a strangled sigh. “He’s your son, all right.” Her look of consternation evaporated quickly, though, becoming replaced with a smile. “So, I do get to keep the Ultimatrix… Ultimate Gwen… I like the sound of that.”

“Heck yeah!” Ken excitedly bounced. “You’re, like, my second favorite superhero! You’ve got all the same powers as dad does – well, you can’t make fusions like he does, cause he has two Omnitrixes and all...”

“You hear that, Gwen?” Ben turned to her with a smug smile. “I get a second Omnitrix.”

“Which is mondo redundant.” Gwen rolled her eyes, before she turned to Kenny with a suspicious eye. “And all of it sounds very cool… there’s just one issue. How can we trust you are who you say you are?”

“You just said-“ Ben began, only for Gwen to raise her voice.

“I know I said it, but come on!” Gwen gestured at Kenny to make her point. “We’ve been dealing with Time War bullshit and people who’ve been saying they’re our friends for weeks now! Paradox being one of them! How do we know he’s trustworthy – no offence.”

“Ah,” Ken shrugged, “None taken. I’ve got some pictures…”

“Would help, but not necessarily prove you’re who you are.” Gwen glanced at Ben. “Pictures can be doctored.”

“Right, right.” Ben sighed.

Grandpa Max cleared his throat, leaning forward slightly as his legs soaked in a small tank of alien miracle healing fluid – bacta, just like he’d planned. “There must be something, Ben.” He glanced at his grandson. “A secret so close to your heart, only those who know you as a friend would know it.”

“There’s not really…” Ben defensively crossed his arms, looking down.

Kenny, however, snapped his fingers and pointed at Ben. “You’re scared of Peacocks!”

Ben went pale, as Gwen snorted, hitting her cousin on the back.

“Not exactly uncommon knowledge.” Gwen shook her head, looking at Ben. “You freaked out at the zoo, remember? We had to call the police to pull you out of where you were hiding?”

“…I was five, all right?” Ben defensively muttered, looking down as he flushed with embarrassment.

“Oh!” Kenny continued. “You have a green jacket you got from Aunt Gwen! It’s your favorite piece of clothing, and you about killed a guy because you got a rip in it!”

At that, Gwen went slightly pale, and defensive. “What? What jacket? Nope, I didn’t get Ben a jacket.”

“Uh, yeah,” Ken quizzically tilted his head, “You got it when you guys stopped in Atlanta after stopping Ani-“

“Okay, that’s enough talk from the madperson, he’s just making stuff up now.” Gwen cleared her throat, looking away. “Though he must be desperate, lying like that… we should listen to him.”

“…Gwen?” Ben asked with a slight, happy smile in his voice, “Did you get me a jacket?”

“Ye- No!”

Ben tilted his head as his smile widened. “Are you hiding it from me cause you want to spring it on me when I get emo?”

“…no. It’s just…” Gwen looked down, clearing her throat. “Got… splines it needs to… reticulate.”

“You guys are weird…” Ken muttered quietly, looking between them, before he snapped his fingers at last. “All right, I’ve got it! Something so well-hidden, you guys will have no choice but to trust me!”

Grandpa Max chuckled, shaking his head. “All right, son. Shoot.”

Ken grinned, laughing quietly. “Ben’s favorite song is Toxic by Britney Spears.”

Ben’s eyes popped open as the sound of glass shattering could be heard, emanating from no spot in particular. The room went so quiet, all that could be heard was the ambient wind coming from outside, as Gwen’s head slowly swiveled to look at Ben, her face slowly twisting into a shit-eating grin.

“Oh… really?” Gwen questioned from Ben, not even bothering to hide her smile.

“W-Well…” Ben quietly defended himself, “It has a good bassline and… melody and… good to learn the guitar on.”

“I’m sure.” Gwen nodded, glancing at him. “And I bet California Gurls is good to learn on the guitar too.”

At that, though, Ben shook his head. “Nah – Katy Perry was always more Kevin’s taste.”

“Hmm… I’m thinking thirteen, maybe fourteen years old.” Gwen looked at Ben humorlessly.

“Seriously-“

“I’m seeing pigtails, a frilly skirt…”

“Okay!” Ben clapped his hands. “So… you’re my son.” Ben acknowledged at last, causing Ken to smile. There was, however, a big elephant in the room that Gwen couldn’t let go – arguably bigger than the reveal of Ben’s music preferences. “You said you tracked the Omnitrix’s self-destruct signal, but it wasn’t active for that long. How’d you catch up to us from all the way where you were?”

“DC!” Ken pointed out with a smile, before he lifted his arm, showing off the same bit of tech on it as before. “And I followed you guys with this!”

Grandpa Max frowned curiously, leaning closer to take a look. “What is it? Some kind of teleport bracelet?”

“Kind of.” Ken shrugged. “Nanocom with full warp capability! Me and my sister have them-“

“Sister!?” Ben repeated, falling back into his seat. “Oh… I have a daughter, too. That’s… oh…”

“Yep.” Ken nodded. “Being a superhero’s kid is dangerous, and the adults can’t be around to protect us all the time, so he gave us these! If we get in trouble, all we have to do is hit the button, and wham-o, we get teleported to safety! It’s mostly random, but I was able to lock it on to your Omnitrix once the signal popped up, got plopped down in your neck of the woods, and here I am!”

“Really?” Gwen curiously looked at the nanocom, cocking her head to the side. “And you got this in the future?”

“Yeah, they’re really common.” Ken nodded. “Everybody has one – you see, there was this war-“

“Ah, ah, ah!” Ben raised his voice, cutting the ten-year-old off quickly. “If I can go my life without running into another time-warped war, I’ll be just fine, thanks! No details.”

“Eh,” Ken shrugged, “Whatever you say, dad.”

“So,” Gwen sat on the edge of the table, looking at the kid inquiringly, “You said you came here in a time machine… Any idea where that time machine is?”

“Nope.” Ken shook his head. “I must’ve got separated from it, somehow. I… I don’t really know how it worked, you know? Prototype, and all. B-But it did have the DexLabs logo on it.”

Ben frowned, looking toward Gwen curiously. “DexLabs?”

“Big old applied sciences company headquartered out of Townsville,” Gwen shrugged, “Just a hop, skip, and a stone’s throw away from Bellwood.” She crossed her arms, turning her head toward Max. “I’m thinking, if anything was to fall out of the sky with a corporate logo slapped on it, that’s bound to turn some eyes.”

“Good thinking.” Max nodded, grunting as he strained to move his legs. “You get on the internet. I’ll put some feelers out with some old Plumber buddies of mine and see what I can turn up.”

“Seriously, guys?” Ben questioned, looking at each of them piercingly. “We just got done stopping the Omnitrix from blowing up, you’re hurt, grandpa, and the Rustbucket’s in no condition to go anywhere. Besides, it’s not like this is a fire that needs to be put out right away, right?”

Max looked at Ken, the boy out of time who seemed to be only looking around for a place of safety, before he sighed, and nodded. “I suppose we can afford it, for now – but,” Max’s finger went up sternly as he looked at Ben and Ken warningly, “Time travel is serious business, even disregarding potential Time Wars and the like. Depending on whether the experiment was successful or not, Ken being here could have serious ramifications that might affect the time he comes from. Whatever he affects could wipe himself from time, and the longer he’s here, the more likely it is.”

“Grandpa…” Ben began slowly. “It sounds like you’re talking from experience.”

“Plumbers train to deal with anything and everything.” Max explained in response, “Including time travelers.” He looked at his grandchildren and great-grandchild severely. “We can take a moment to recuperate… but once that’s done, we have to find that time machine. To get him back home, and to minimize the chances of anybody else finding it.”

“Gramps, relax,” Ken slid over with a smile, “I’m sure, wherever it landed, it’s totally fine.”

------------

Water splashed as two sets of feet walked through a shallow puddle, one of them holding a lantern in his hands, the other clutching a book tightly, flipping through the scrawls of prose vigilantly.

“I don’t like this, Kai.” The man, about eighteen with long, soft hair the color of tar, spoke to the woman leading the way. “Mines are dangerous – especially abandoned ones.”

Kai shook her head, keeping by the lantern light as she continued to move on. “’Dangerous’ my eye. We’ve done way more dangerous stuff than this.”

“Yeah – the key difference being those times, we could actually fight it.” Kevin retorted. “You ever see the movie where the cave in happens, the people are trapped and dying, and their only hope can come from outside?”

“Which one?” Kai asked in response with a smile. “That describes every cave-in scenario in pop culture ever.”

“Exactly!” Kevin gestured for emphasis, “Mines are just freaky, too! You know that mine in Germany or whatever, blew up and made a portal to hell?”

“That was a sulfur mine.” Kai shook her head. “This is salt. It’s safe, trust me.”

“Yeah, well, if it’s so safe, how come the guys running it decided to pack up shop, huh?”

“How am I supposed to know? It was the owner’s decision,” Kai shrugged in response, suddenly stopping in her tracks, “Here!”

“Here what?” Kevin inquired, crossing his arms.

“Here is what we came looking for – the Church of the Broken God.” Kai regaled, flipping through the pages in her book.

“…I thought you said this was a salt mine.” Kevin deadpanned, blinking at her.

“…well, you know, it’s that, plus it’s a place of worship for a giant machine of potentially alien origin.” Kai gushed, before stamping her foot, “Come on, it’s liable to be the biggest archaeological find in history! Pre-human technology!”

“We’ve met aliens, dude,” Kevin shrugged, placing his hand on the wall, “That kind of takes away a lot of the mystery from tech we can’t explain.”

“Well, yeah, but think about it – it’s still something worth checking out, if only so we didn’t come all this way for nothing.”

Kevin sighed, his hand going up to the steel padlock on a chain he was wearing as a necklace. “Fine – but if we wind up waking up an elder god or something, it’s your funeral, babe.” Kevin squeezed the lock, as his flesh underwent a transformation. The matted metal seemed to grow over his skin, all the way from his head to his toes, even over his clothes. An outside observer would be forgiven for thinking that was it, however, he didn’t simply become coated in the metal – he became it. Muscles of organic tissue took on the material properties of steel, while keeping its overall muscle structure.

Quite literally, Kevin became a man of steel as he balled his fist, and shot it forward into the rock, slamming through the stone without a scratch on him. Repeatedly punching his way through, Kevin created a passageway, allowing him and Kai to step through.

The metal coating Kevin vanished as he returned to normal, and he and Kai looked around. A small gathering point had been carved into the space, complete with church benches set up, all pointed towards something like a can with a slanted roof put up on a raised stage cut into the stone.

“There’s our god.” Kevin hummed. “Huh – doesn’t look very broken to me.”

“No…” Kai frowned, approaching it curiously. She brushed a bit of dust off the surface, causing her eyes to widen in shock. “No way…”

“That can’t be right… can it?” Kevin looked over, seeing the emblem stamped on the surface.

“It can’t be… it’s been down here for hundreds of years! Undisturbed since the ones who discovered it sealed it up!” Kai replied.

“You’d be correct!” A voice from behind proclaimed, causing the duo to spin around, immediately taking defensive stances as they were met with a line of armored figures clutching futuristic rifles in their hands. “Take heed, interlopers, for you have stumbled into a claim of the Forever Knights!”

“Knights, huh?” Kevin scoffed, bringing up his fists. “A bit far from your castle, ain’t cha?”

“Not to worry,” The lead knight, wearing something akin to a golden theatre mask as his helmet. “We’ll be expediting ourselves back post-haste… but, ah, not before we retrieve what we came here for.”

“Fat chance!” Kai barked, “I’m not going to let some LARPers swipe my find!”

“A pity then, that you would choose to be a hinderance! But very well! I shall do what must be done. Knights!” He barked, “Take aim!” He ordered, causing the line of knights to move with soldier-like precision, hefting their weapons into firing positions. “And fire!”

Beams of red sprung out from the weapons, moving at lightspeed toward the duo…

Chapter Text

“So, uh…” Ben shuffled around awkwardly as he looked upon his son with a smile. “What do you like to do, Ken?”

“Well…” Ken looked up, thinking about it. “I love to play hologames-“

“Oh… uh, we don’t have those here.” Ben scratched his head thoughtfully.

“Oh.” Ken frowned in thought. “I like cartoons. And soccer!” He quickly tacked on with a smile.

“Heck yeah!” Ben grinned, “Now you’re speaking my language!” He got up from the picnic table, turning to the Rustbucket.

“Ah.” Grandpa Max, sitting at the table with his legs undergoing the final phases of his bacta soak, sternly cut Ben off, glancing at the teenager. “No going inside while it’s repairing. You’ll be sterilized.”

Ken paled as Ben took a step back from the vehicle, clearing his throat.

“Aw, come on!” Ben groaned. “All my stuff’s in there!”

Max shook his head, looking at Ben unamused. “I told you to get it out before then.”

“So what am I going to do with Ken?” Ben questioned, gesturing to his son… which only made Ben smile. He had a son. “This is, like, a once-in-a-lifetime opportunity! Well, not once in a lifetime – I’m not going to be a deadbeat dad – but it’s not everyday you meet your son from the future!”

“Dad,” Kenny meekly waved his hand, “It’s fine, we can just sit around…”

“Nuh-uh, nope, not happening!” Ben put his foot down authoritatively, “I am Benjamin Kirby Tennyson – the day I just sit is the day I admit my defeat at the hands of the forces of boredom, and I don’t admit defeat – watch.” He held up a finger, reaching into his pocket and pulling out his phone.

“Whoa!” Kenny leaned over in surprise. “Is that a phone? It’s so… retro!”

“Yep!” Ben tossed it up and down in his hand, before he opened the keypad, racking his head around who to dial. “Oh, I know – this guy is a classic crank call victim. Falls for them every time.” Ben chuckled, as he typed in Kevin’s number, hoping it was the same. “Let’s see…” He waited for the call to go through, only for it to go to voicemail. “Aw, heck.” Ben shook his head in disappointment. “Well, there goes that plan.”

“Will you guys please keep it down?” Gwen spoke up at last, glancing at her cousin impatiently. “I’m trying to find a time machine here.”

“Hey, not our fault we don’t have anything to do.” Ken shrugged in response first, as Ben grinned.

“My dear son is right,” Ben smiled smugly, “Have to pass the time somehow.”

“Then listen to your songs or something,” Gwen retorted, “Oh, no, better yet – “ She spun around her laptop to face them, showing off the page she’d pulled up. “Benjamin, my cousin – let’s go bowling.”

“Bowling?” Ben crinkled his nose, “I thought you were supposed to be looking for a time machine.”

“And I thought you were supposed to be helping, not whining that you’re about to die of boredom!” Gwen flapped her hand in response.

“Yeah, but…” Ben grimaced. “It’s bowling. The worst ‘sport’ known to man!”

“Ben,” Gwen let out a suffering sigh, “You’ve never bowled a day in your life. Please, for me, at least try it so I can get some work done.”

“Really?” Ken looked at him curiously. “You love bowling in the future! Everybody on the team gets together every Saturday – it’s like our big family activity.”

“Our big family activity is bowling?” Ben repeated derisively. “How much fun could that be?”

----------

The echoes of a mighty crash echoed back to Ben as the line of pins went toppling down all at once – not that he could really hear it, with Rob Zombie blasting over the bowling alley’s speakers. The screen flashed out its declaration of ‘spare’ as the green-eyed teenager pumped his fist.

“Whoo!” Ben, thinking he was all that, turned around with a smug grin. “I guess I can see the appeal of the whole shebang, now. Four in a row – the best at kicking alien butt and, uh, pins’ butts, I guess.”

Ken replied with a cocky, half-smile, the ten-year-old strutting up to the ball return as the pins were set back up. “I’ve been going easy on you, old man. Watch this.” He grabbed a ball and walked up to the lane, focusing as he took a running start and threw the ball, watching it roll down the lane. When it got close to the gutter, it sharply curved, heading head-on into the pins and earning Ken a strike.

With a wide, smug smile, Ken turned around. “And that is how you get a freakin’ strike!”

“How the hell did you do that!?” Ben questioned immediately, turning to his son with a look of supreme shock on his face.

“Magic~” Ken wiggled his fingers in response, gesturing widely.

“Bull crap!” Ben called, turning to the ball return. “I was going easy on you before – but it’s on now!”

“You bet your butt it is!” Ken retorted, bouncing energetically as Ben grabbed the ball.

“I’m gonna cream you!” Ben vowed, stepping up to the line.

“Oh, is that a challenge?” Kenny asked in return.

“It’s a promise.” Ben retorted, narrowing his eyes.

“All right, dad,” Ken grinned, pointing at the lane, “Tell you what, how about we make this a bit more interesting? Best two games out of three – I win, you have to… give me an Omnitrix for my birthday!”

“Done.” Ben quickly acquiesced, so quick that Kenny figured Ben didn’t expect him to win. “And if I win – which I will, seeing as I’m your dad and probably taught you everything you know – I get to ask you whatever question about the future I want, and you have to answer honestly.”

“Psh,” Ken waved away, shaking his head, “The future’s not that interesting.”

“Really?” Ben raised an eyebrow. “What’s that Invasion you mentioned when you were giving us the cliff notes on how you got here?”

Ken stopped, locking up as it seemed someone had jammed a rail into his spine. “Uh… let’s not talk about that one, okay? Oh! I could tell you who’s the president in the future!”

Ben snorted, “All right – who’s president in the future?”

Ken snapped his fingers, pointing. “Sara Bellum.”

“…I don’t know who that is.”

Gwen looked over to the two boys, rolling her eyes as she continued typing away on her laptop. She didn’t particularly want to get hauled to the bowling alley with them, but they needed someone who resembled a semi-functioning adult, and Grandpa Max needed to watch over the Rustbucket as it repaired itself, which left her.

Trying to focus and scour the internet at the same time - especially with the crashing of pins and Dragula blasting in the background - was not easy.

Gwen let out a frustrated sigh as she leaned on her arm, practically glaring at her computer, trying to force it to pull up anything even resembling the time machine – but it was a difficult thing, trying to find a time machine. No one would probably be able to tell it was a time machine, so she was having to scour UFO sightings, which proved to be a dead end. More reputable news sources, predictably, were also devoid of reports of mysterious capsules falling out of the sky. In a fit of ill-tempered rage, Gwen slammed in ‘time machine falls out of sky’ which pulled up a video from an episode of Doctor Who, and not much else.

Feeling frustrated, Gwen slammed her laptop, and slumped in her seat slightly, turning to watch Ben and Ken.

Her lips twitched into a slight smile as she watched the boys compete. They really looked no different than an older brother and a younger brother, their resemblance was so great. He looked just as Ben had when he was ten, only with flame-orange hair and (though it couldn’t be seen from her perch) eyes the color of roses on a sunny day.

Her second cousin – or the way he’d been treating her, her nephew. Kenneth Maxwell Tennyson – named for a man who did not exist, and one of the best men on the planet Earth.

Ben and Ken bowled their last frame, turning at each other, pointing angrily.

“That’s no fair!” Both called at once.

“You cheated, you had to!” Ben insisted.

“Cheated!?”

“How else do you get a tie in bowling!?”

“Boys!” Gwen threw over, causing both to spin toward her, and she couldn’t help the grin at the exact same way both Ben and his son whipped around to face her like children with their hands caught in the cookie jar. “How about we take a break from the game for a second, huh?”

“What?” Ken blinked. “What for?”

“Well, you’re from the future.” Gwen leaned forward somewhat, shrugging. “We know that – but… we don’t know about you all that much.”

At that, Ben’s eyes comically widened. “Crap, she’s right! This is supposed to be a father-son bonding trip, and all I’m doing is creaming him in bowling-“

“Hey, I was winning!” Ken scowled defiantly.

“All right,” Gwen clasped her hands as though she were about to make an executive declaration, “You, sit. It’s, uh…”

“Family meeting time.” Ben filled in with a self-satisfied nod.

Ken looked between them, blinking. “I’ve no choice, do I?”

“Nope!” Ben answered peppily in return.

---------

Outside the building, a car lingered at a standstill in the parking lot, inhabited by two people. They were dressed modestly, wearing simple band t-shirts and shorts, looking like any regular visitors around the place.

The passenger in the vehicle had his hand wrapped around a scope, or camera, pointing it at the building, while he had the tablet in the other, looking at the data popping up on the screen from the scope.

“Temporal Flux levels are charged around this location. There’s no mistaking it,” He turned to his colleague, “We’ve a Traveler on our hands.”

“Then God be with us.” The woman returned, before lifting a small radio handset toward her mouth. “Traveler confirmed, all forces, move in.”

-------

“…yeah, man, science rules!” Ken excitedly gestured, looking at his dad and aunt, “It made the Omnitrix, the Clocktower – heck, everything! It’s why I was helping Dex with his science experiment – I’m going to take over DexLabs from him one day. Since, you know, he doesn’t have a son.”

“You hear that?” Ben glanced toward Gwen with a smug smile, “My son’s going to be the owner of a multibillion dollar company.”

“It’s on the table,” Gwen corrected with a roll of her eyes, shaking her head as they got a few odd looks from passersby. In fairness, it must have certainly seemed odd – they were no older than eighteen, Ken looked quite a bit like the both of them, he was freely calling Ben ‘dad…’

Of course, none of the trio really much cared to act a little bit more… clandestine about it.

“So, your mother’s Blossom,” Ben cleared his throat, looking at Ken curiously, “Does that mean you have her powers? Any… lingering urges to go out like you’re Superman?”

Ken chuckled quietly, but shook his head. “Except the red eyes and the hair, nada. Chem-X is weird like that, man. I don’t know the exact science, but they told me once that mom’s powers are tied to her X chromosomes.”

“Like getting hair loss through your mother’s side.” Gwen nodded in understanding, glancing at Ben. “So basically, Powerpuff powers can only go down the female side of the family.”

“Okay,” Ben took a second to process that himself, before nodding as well. “So that means your sister has superpowers.”

Ken winced, slowly confirming with a bob of his head. “Yeah. And a real temper to match. Well, I say temper, more like she doesn’t put up with anybody’s bull crap, which is all right I guess, but ho boy…” He snorted, smiling imperceptibly as his eyes flickered down. “She was six months old, I must’ve been about five, and she was annoying the hell outta me, playing with one of those spinny arrow wheel things-“

“A see and say?” Gwen raised an eyebrow.

“Yeah, that, except it was all themed on My Little Pony.” Ken shook his head. “I thought it sucked and she was stupid for liking it. I went in there, tried to take it from her…” He took in a breath, laughing. “She yanked it back from me and went flying into the wall! I mean, literally, there was a dent! And she falls out of it, and she’s looking around, and then she gets this big dopey grin on her face and she goes waddling over to keep on just slamming her head into it!” His laughter died as his smile dropped, and he looked down. “I hope I can get back home soon.”

“You will.” Ben vowed instantly, nodding resolutely as his son looked at him. Ben supposed Ken must’ve felt a bit like he did when he arrived here… Unfamiliar surroundings, things just a little bit off.”

“I hope.” Ken repeated, looking around slowly. “But, hey, if I can’t, it’s not all bad, right? I can figure out who the Unknown Hero was. Or maybe-“

The bowling alley rumbled, sending all activity going on inside to a skidding stop. Ben and Gwen’s heads tilted up, looking around for the source, before the building quaked again.

“Oh…” Ben wrenched his eyes shut, letting out a shaky sigh. “I can’t get a day of family time now, can I?”

The wall exploded into a shower of dust and stone, answering Ben’s question as the stomping of plated boots filled his ears, and the trio shot up, looking at the fissure across the building.

The teenager took in a surprised gasp. “Forever Knights!?”

“You know them-!?” Gwen began to question, before letting out a sigh of her own. “What am I saying – of course you do.”

“They normally go after aliens, not people!” Ben raised his voice as the knights began to fire bolts of glowing red energy at the alley-goers, sending them down. “Duck!” Ben yanked the two under the table, looking between them worriedly. His eyes also flickered over to identical groups, who could see them plain as day. “Okay… So, we may have a problem – I can take these guys, easy, but it might mean, just a bit, my secret could get out.”

“Ben!” Gwen hissed.

“I’m trying to not make a big decision without you guys, as all good families do!” Ben defended.

“Wait,” Ken smiled, holding up a finger, “I’ve got just the thing.”

“You don’t have powers, Kenny-“ Ben began, causing the ten-year-old to shake his head.

“I said I didn’t have powers – not that I was defenseless.” Ken retorted. “What? I’m a superhero’s son, and you’ve got a lot of enemies. Now, let’s see…” Ken brought up his smartwatch doo-dad, and tapped a button. “Let’s see… going to need a big distraction… got it!”

Gwen frowned. “Ken? What are you-“

Ken tapped his watch, causing a flash of light hovering next to his shoulder to flare up, coalescing into a small, chibi-proportioned silhouette, like a stuffed animal orbiting around his head.

“What’cha doin’ buddy?” The little creature looked around curiously, locking its tiny, beady eyes on Ken as it cocked its head curiously.

“What the… heck?” Gwen muttered, as Ben silently, blankly waved at it.

“Finn,” Ken addressed the little creature quickly, as one would address an attack dog, “See the knights going around, shooting people?”

In response, the pint-sized hovering humanoid turned, gazing intently at the Forever Knights marching through the building.

“They’re evil!” Ken finished.

The little… construct? Lifeform? Whatever it was, it did not like what it saw, apparently, as its eyes narrowed threateningly. “I’ll smite anything that’s evil.” The little thing declared.

Ben opened his mouth, before the little guy shot off like a bottle rocket toward the center of the building, glowing red all the while.

“SMITE EVIL!” Finn bellowed, causing a small explosion of red energy to cascade from his body, knocking down the knights as everyone turned their attention to him in awe.

“Dad,” Ken turned to Ben, “You’re up!”

Ben blinked, quickly shaking off his surprise, as he brought the Omnitrix up. “I’ll deal with ‘Ye Olde Goone Squadde,’ you two get the people out of here.”

“Attack Pattern Alpha.” Ken nodded. “Got it!”

Ben glanced at his son, before shaking his head as he decided it would be best to continue questioning his son about attack patterns, future tech, and apparently Pokémon now after the battle was done and over with.

The green hologram showing his selected alien hovered over the Omnitrix as Ben twisted the dial, finding one he was satisfied with at last. An old classic, one that proven reliable in his dealings with the Knights.

Ready, Ben grinned, and sent his hand flying down.

“It’s Hero Time!”

Chapter Text

The knights got back to their feet, clutching their laser weapons tightly as they shook off their disorientation. In several of their helmets, Heads-Up-Displays flickered, displaying information about the sudden concussive blast that had knocked them down, before highlighting the source: A tiny, floating humanoid the size of a stuffed animal, like a pixie or something similar.

And, according to their HUDs, the creature was swimming in Temporal Flux.

“Knights!” The leader, a woman, barked to her subordinates. “Vanquish the foul creature!”

“You’ll have to vanquish me first!” A gravelly (which was kind, seeing as it sounded like who was making it was gargling glass), male voice bellowed as a ten-foot-tall, four-armed, red-skinned alien in a green leotard bellowed as he ran at them, with two of his arms drawn back.

The Forever Knights snapped toward Fourarms, bringing their laser lances up toward the charging alien. The bolts bounced off his skin as he ran up and threw his fists, knocking two knights back before his arms on the other side of his body shot out and closed around the torsos of two more knights, yanking them off their feet and sending them hurtling toward another cluster close by.

“And FYI…” Fourarms rolled his head and shoulders, “I don’t go down easy.”

“This is a righteous cleansing!” The knights’ leader proclaimed, aiming her laser lance at the Tetramand. “You cannot think to thwart the King’s will!”

“Yeah!?” Fourarms rolled out of the way, ducking behind one of the ball returns. “I’ve got to say you guys aren’t entirely welcome here! I was expecting a nice, family outing with my son and cousin/sister figure, and then you had to show up, so I’m looking to bust some heads now! Really, the only will you need to worry about thwarting is mine!” Fourarms reached out, grabbing a bowling ball in each hand as he shot back to his feet, the lasers whizzing past his head. “Let’s see if that armor’s good for more than looking pretty! Batter up!”

Fourarms wound up, tossing a bowling ball baseball-style at the Knights’ leader, only for her to bring up her forearm. Her gauntlet flashed, creating a small construct of hexagons in the shape of a riot shield. The bowling ball struck it, sent her off-balance slightly, but bounced off, leaving her upright and able to fight.

“Hey, that’s cheating!” Fourarms growled. “You guys weren’t able to pull that crap before!” He threw the other balls at her, each one striking one after the other. The energy shield rippled, but otherwise held, flashing as it seemed to absorb the kinetic energy from the bowling balls, causing them to drop straight to the ground.

“So you’re the Traveler in our midst.” The female knight growled as she dropped her shield. Fourarms ran up, pulling his own fists back to strike, before her arm shot forward, a balled fist flashed blue, and she slammed her hand into the Tetramand’s lower abdomen. Fourarms let out a pained gasp as he doubled over, hit with the same force of all four bowling balls hitting him in one spot at once.

The Forever Knight clicked a button on her lance, causing it to project the red beam and hold it in place, lightsaber-style, creating a buzzing crimson blade radiating heat.

“In the name of the continued freedom of man and his choice to define his own destiny,” The Knight orated, bringing the blade up, “I smite thee, interloper.”

Fourarms grunted as he threw himself out of the way, followed by a small burst of laser bolts flying into the Knight’s armor, causing it to spark and splutter as it absorbed the strikes.

“Hands off my cousin, bitch!” Gwen bellowed as her eyes shone with fury. She didn’t know what she was doing, really, picking up a weapon she didn’t know how to use and shooting it wildly from the hip, but it was just kind of laying there next to one of the fallen Knights, and she wasn’t about to let herself be defenseless in the middle of a battle, not at all.

Plus, it helped the bystanders in the place get out if the knights had their attentions focused elsewhere.

The Forever Knight let out a low snarl, as she turned and began stomping toward Gwen with her still-lit laser blade.

“Oh, hold on-“ Gwen backpedaled, looking down at the laser lance, trying to find the button that the Forever Knight had pressed.

As the female Knight stomped ever-closer, she raised her blade, only for Gwen to find the button on hers.

As the Knight swung, Gwen forced her blade up, slamming the knight’s to the side.

“Ha!” Gwen laughed smugly, as she swung her laser lance/sword around. “This swordfighting thing ain’t so tough! En guarde!” She hollered, flailing it at the knight with no technique or any real plan. It wasn’t like she’d taken fencing or anything like that, just watched a few samurai movies.

Across the way, still in hiding, Ken watched as the Forever Knights closed in around his transformed father, who was still on the ground, clutching his wound. The Tetramand stood back up, stumbling around as he tried to fight his pain, the alien’s face twisting in agony with his every micro-movement. That supercharged punch did some serious damage.

He was still fighting, though. That was good to see, if nothing else, but the group of Forever Knights closing around him were proving a challenge in numbers alone. Even as Fourarms tried to knock them away, enough of the group stood to fire at him, sending the burning, searing beams of lasers into his body. Plus, there were the innocent people on the ground, hit with burned, smoking wounds to their backs and legs.

Kenny couldn’t fight directly… but he could help.

“Okay…” Ken looked down at his Nanocom, the holographic gauntlet materializing over his hand with a blue tint, showing three small figures, one greyed out as it was currently deployed. He tapped the grey one, causing it to colorize and the floating tiny Finn to explode in a shower of red, confetti-like sparkles. His hand then went over to the end of the list, and he tapped it.

Next to his head, a flash of yellow sparks occurred mid-air, followed by a figure materializing out of it.

“Alien X!” The small, plushie-proportioned Celestialsapien declared, giving a twirl. “I am at your command!”

“Listen up,” Ken addressed the pint-sized reality warper quickly, “I don’t have a lot of time to explain and I know you’re supposed to be the most responsible and thoughtful one of my whole catalogue, but we’re stuck, in the past, dad’s hurt, aunt Gwen’s in the middle of a lightsaber fight, and people are dying! So can you please just fix it? The good guys, at least?”

The tiny Alien X’s head tilted as he seemed to contemplate the idea, before nodding, speaking in a voice that sounded rather like Ben’s being distorted, without Serena and Bellicus speaking with him. “Rejuvenation motion approved!”

The floating, chibi Celestialsapien flashed yellow, before all the people in the building – except the knights, that is – became surrounded with a gold aura. Burns, broken legs and arms, bruises, and bloodied cuts reversed themselves, sealing up and healing - person in a wheelchair even found their legs growing back from nothing, as Alien X’s Celestial Light washed over them.

And suddenly, Fourarms jumped back up to a hundred percent, no longer feeling the pain of his roundabout self-inflicted wound as the knights shot at him, the sears in his flesh healing faster than they could be burned into him.

Fourarms snarled, clapping both sets of hands as hard as he could, knocking the Knights off their feet, sending them blasting back into a wall. As they muttered and groaned, trying to get back up, Fourarms dashed over to the line of seats bolted into the floor, and ripped them out, twisting the metal railing underneath as he jammed it into the wall, looping it around the Knights tight enough to keep them pinned down.

“I must rest now…” The tiny Alien X bit out like he’d just gotten done running a marathon, before vanishing.

“Go rest, buddy.” Ken let out a giddy laugh as he watched his dad jump through the building, mopping up the knights as Gwen and the leader of the bunch continued to fight, Gwen still aglow with the aurora-like golden light shining from her skin.

The Forever Knight brought her sword down into Gwen’s hand, slashing through, only for the hand to remain attached, anchored by the rapidly-healing body it came from. As Gwen and the knight went on, Fourarms came charging over, and slammed into the knight from the side, knocking away her lance, and sending her into the wall.

Gwen breathed, switching her sword back into the weapon it was normally.

“Heh,” Fourarms looked toward her with a smile, “Why didn’t you tell me you were Obi-Wan Kenobi?”

“If I’m being honest, I was kind of just flailing and hoping for the best.” Gwen shrugged, before she looked down at her hand, disturbed, as the golden glow faded at last. “How the heck do I still have my hand? I’m pretty sure she sliced through it.”

“I don’t know,” Fourarms admitted, “I thought for sure I had my gut busted open.”

“Oh, man!” Ken breathed out as he came running up with a smile. “Did you see that? You were all; bap, bap, bap! And throwing bowling balls like baseballs! And Gwen was all: ‘Not today.’” He lowered his voice dramatically. “And then I was all: ‘Let there be light!’ That was awesome! We should fight bad guys together more often! I-“

“Ken!” Gwen sternly addressed, placing her hands on his shoulders, before offering a gentle smile. “You did good, but now’s not the time.”

“Yeah,” Fourarms turned to the downed Forever Knight, before stomping over, “Now’s the time for answers.” He growled, picking up the female knight in his titanic grip. “What’s the matter with you freaks? What do you want from me?”

The Knight coughed, struggling impotently in his grasp. “You could never understand, beast. We are a noble and magnanimous order, dedicated to the well being of all mankind.”

Fourarms narrowed his eyes, growling as he got in her face. “You just attacked a bowling alley.”

“Hopefully,” Gwen crossed her arms scathingly, “You can fill in the leap of logic between those two concepts.”

The Knight growled. “Ours is a mission stretching back to the very beginning of human history. You cannot hope to grasp the severity of our responsibility to mankind. If one building must fall to ensure the safety of all, then so be it!”

“Oh, that,” Fourarms tremored with rage as he began to squeeze, “’The ends justify the means’ shtick – you shouldn’t have said that. You should not have said that…” He growled, before he grinned. “Tell you what, though, I’m a pretty forgiving guy, so I’ll just take a little trade, and I’ll be on my way.”

“I have nothing I’d even want to give you, beast.” The knight growled in response.

Fourarms narrowed his eyes. “I wasn’t asking.” One of his hands went up, crashing down on the Omnitrix, causing him to become taken over by a flash of light. In a moment, Upgrade stood where Fourarms had been, for just a second, before he jumped into the Forever Knight’s armor.

Venom-style, Upgrade’s tar-like body fused with the suit of armor, and began to peel away, leaving the woman who’d been inside on the floor in nothing more than a pantsuit. Then, the mass jumped onto Gwen, and surrounded her from all angles.

“Hey, what’re you – ow!” Gwen grunted as the armor formed around her, all blacked-out, sleek and with green Tron Lines. “Watch the hair!”

“Sorry,” Upgrade apologized, following it up with a biting remark, “Your head’s just so big, it gets in the way.”

“Pot calling the kettle black, there.” Gwen shook her head, before lowering her voice. “Why do you want the suit?”

“It’s shiny, cool-looking, and it’s crammed with tech.” Upgrade answered. “Besides, these knights came to us for some reason, and since the head honcho won’t tell me why, we’re going to need another source. The helmet’s got an SSD in it – could be something useful in there…”

“Right…” Gwen nodded in agreement, looking down at the female knight with a frown. “You should know, it’s not in my personal code to kick somebody while they’re down.” She informed, before her hand shot out and connected with the stripped knight’s face, knocking her down, into unconsciousness. “Punching, though.”

Sirens in the distance wailed, causing the Upgrade-wearing Gwen to look at Ken.

“Aw, crap.” Ken groaned. “Quick, warp with me!”

Gwen nodded, grabbing Ken’s arm below his nanocom, as the kid tapped a routine into the device. The trio disappeared in a shimmering column of light, right before the front doors of the place were kicked open, and the police came running in.

The leader of the troupe of cops stopped, looking at the carnage, and the immobilized knights around the place.

“Well, shit, boys,” She huffed, looking at her subordinates, “Looks like the renaissance fair’s in town!” She and her officers moved further into the building, and spread out.

…while also wondering what the correct procedure was when dealing with a gang of wackos dressed up as knights.

Chapter Text

Returning to the Rustbucket in a flash of light, Ben removed himself and the Forever Knight armor from Gwen, reverting back to normal as Grandpa Max came out of the repaired vehicle, clutching a weapon that he quickly lowered.

“Kids? What’s going on, I read a teleport breach.” Grandpa Max questioned in concern as he slowly walked down to meet them.

“It was insane!” Ken answered first. “First we were bowling, then the wall exploded, then there were these knights-“

“We took care of it.” Ben shrugged it off, waving his hand. “Everything’s under control now.” He looked at his grandfather, raising a curious eyebrow. “What’s going on here? You look… worried.”

Grandpa Max let out a sigh, “I got a call from an old Plumber buddy of mine. His granddaughter and her friend have gone missing. Made me get worried about you kids for a second there.”

“Missing?” Gwen repeated, tilting her head. “And he called you? How come?”

“Well, it’s not exactly a closed secret among the Plumbers about who has the Omnitrix now.” Max explained, waving the kids into the Rustbucket.

“What!?” Ben questioned in shock. “You told them!? Grandpa, you- I thought everybody agreed we were trying to keep this a secret!”

“And we are.” Max nodded, “But Ben, we’ve gotten into fights in the Smithsonian, got into high-speed chases in plain view on the interstate, not to mention you fighting your duplicate in city right next to a military base, and now fighting knights inside a bowling alley, apparently.”

“Yeah,” Ben winced, rubbing the back of his neck sheepishly, “We’re not subtle, are we?”

“No, gee, you fuckin’ think?” Gwen shook her head chidingly.

“The Plumbers have largely been covering for us, so I figured it was only right if we returned the favor by helping out. Wes was hoping we’d be able to head to the last place they were seen, and try our hand at finding them.” Max explained.

“Wait, Wes?” Ben questioned slowly, “As in Wes Green? As in, Kai Green is his granddaughter?”

Max nodded in confirmation, raising a curious eyebrow. “Exactly right. How’d you know?”

Ben recoiled, shuddering in revulsion. “Yeah, she, uh… I had a crush on her as a kid, then there was this whole mess with an alien werewolf, I got scratched and turned into one, I thought she was interested in me, but it turned out all she wanted was to train me as a pet and put me on a leash.”

Ken gagged. “Ew.”

“I know!” Ben turned to his son, agreeing. “I mean, I’ll try anything with anyone once-“

“Which is way more than I needed to hear, thanks.” Gwen softly muttered with an expression of disgust.

“-but that was just weird.” Ben’s expression turned soft in remembrance as he let out a quiet chuckle. “Heh. You tore her a new one for that, Gwen, believe me.”

“Good!” Gwen approvingly nodded, “Your transformations are cool, but they’re only what you can do, not who you are. I’d have to kill you on general principle if you started dating some harpy that only wanted you for the watch.”

“Oh, she’s going ‘Protective Older Twin Mode!’” Ken excitedly pointed with a grin. “I love it when she does that. She gets all killy and stops acting like such a square. Not like you. No offense.”

“Called out by my own son.” Ben shook his head with a huff. “Gee, thanks.”

Grandpa Max cleared his throat, bringing things back to business. “Anyhow, Kai and her friend are Plumber archaeologists. They travel the world analyzing ancient cultures and their artifacts for anything unexplained by human understanding. Anything that could be explained by the Plumbers’ investigations as alien in origin.”

“Sweet!” Ben spoke with an excited grin. “So they could go hunting for bigfoot and explain him as an alien?”

“Don’t be ridiculous.” Max snorted. “A different branch handles the cryptozoological incidents.”

“Wait, what?” Ben blinked in surprise, as Max turned to Gwen.

“Any luck finding that time machine?”

Gwen shook her head, setting her bag with her laptop inside it down on the kitchen table. “Not in the slightest.”

“Then Ken will have to come with us.” Max decided at once, moving toward the head of the vehicle. “Find something he can use to defend himself.”

“Actually, he seems to have that covered.” Ben replied with a proud smile as he looked at his son, who beamed back up at him in response.

“Then in that case, maybe you can explain why you grabbed this?” Gwen questioned, shaking around the suit of armor.

“Well, the Forever Knights didn’t come there for no reason.” Ben answered, “And their suit has tech in it, so… maybe you can pull something from the suit that’ll explain why. It’ll keep us entertained on the way, at least.”

Gwen frowned, looking down at the futuristic knight armor, held together by a black body glove underneath, before her eyebrows furrowed thoughtfully as she crossed her arms. “For all we know, this thing could have a tracking device jammed in it, or a bomb, or whatever. It was stupid trying to bring it along under the assumption that we could pull anything from it, but… I’ll take a look at it. After we deal with the immediate problem, maybe we can make the Knights pay for attacking innocent people.”

“Good deal.” Ben gently fist-bumped her, swaying as the RV went into motion. He turned to his son, and crossed his arms. “So, now that it’s later, maybe you want to explain what that Pokémon was?”

Ken grinned, and brought up his arm.

---------

Ben looked curiously at the one-foot-tall (at most) plushie-proportioned double of Rex standing on the table that had materialized in a blue glow. The little creature was quite odd-looking, compared to his inspiration, seemingly made out of solid paint more than anything else. It was like he’d jumped straight out of a cel-shaded cartoon, into a 3D model in the real world. Had he been any bit realistic, the result would’ve been disturbing, but the tiny Rex was all solid, vibrant colors with no texture or any effort to be realistic. Cartoonish brown eyes the size of big coins were on his face, looking around curiously and occasionally blinking.

“They’re called Nanos,” Ken helpfully explained as Ben carefully reached out and touched Nano Rex. The little construct swayed back somewhat, his whole body rippling like water, or animate paint. “My mom and dad picked these three to protect me in case I got into trouble. Finn to beat up the bad guys, Alien X to heal me, my sister, or our friends in case any of us got hurt, and Rex so I could run away, if I really had to.”

“Sweet…” Ben muttered curiously, tilting his head, “Why does he look like Rex?”

Ken hummed out an ‘I dunno’ as he shrugged. “Believe it or not, there’re some things you guys don’t tell me. Or just, don’t bother explaining.”

“But they’re, like, little, teeny tiny murder machines!” Ben gestured shakily at the nano buzzing around the Rustbucket, taking everything in curiously. He couldn’t speak beyond the library of his pre-programmed phrases, but it was apparent the tiny clone of Rex was curious about what was going on. “That Finn one made a huge explosion! Why wouldn’t I explain them?”

“Well…” Ken nervously fiddled with his hands. “Most people are a bit… iffy on the subject of Nanos. Some say they’re tools, they filled their purpose, so we should decommission them, and other say we gave them life, so they should stay. I think you and mom tried to keep from telling me anything so I could form my own opinions. Which, you know, I’m not mad about,” Ken looked down at his Rex Nano with a smile, “These little guys are honestly pretty radical.”

“Speaking of things that are radical,” Gwen leaned out from behind her laptop screen, as Ken dismissed the Rex Nano, “As in, the definition of radical that means the bad sort of extreme – the Forever Knights.”

“You find something on them, pumpkin?” Grandpa Max asked from up ahead as he kept the wheel pointed to their destination, wherever that may be.

“No, and that’s what gets me.” Gwen replied with a frown. “Just from what little I can see, looking at the suit, there’s a lot of radio signals it’s sending out and getting. Like their own little network. A Forever Knight internet.”

“Or deepweb.” Ben frowned thoughtfully.

“Or battlenet.” Gwen corrected, looking at him impactfully. “I can’t break through the encryption, but just from this, I can see how their network connects. It goes over the whole planet – I’m seeing references to major network nodes in Atlanta, New York, London, Shanghai, Tokyo, and Moscow.”

Ben let out a quiet whistle. “So, what does that mean?”

“Well, it means they’re a global organization!” Gwen replied pointedly. “Which makes it all the more suspicious that the Plumbers don’t know about them.” She threw accusingly at Grandpa Max.

The old man sighed, looking back at his granddaughter in the rearview mirror. “Well… I wouldn’t say we don’t know about them… But the Plumbers and the Forever Knights have a kind of mutual understanding.”

Ben uncrossed his arms in surprise, looking at Max in shock. “What? You guys are cool with each other!?”

“I wouldn’t go that far,” Max returned, “Just that the Knights and the Plumbers have come to an agreement. They stay out of our way, let us handle anything alien, and we stay out of their way, and let them handle… whatever it is they handle.”

“You don’t know?” Gwen raised an eyebrow inquisitively.

Max, in response, shook his head. “The Knights are enigmatic, at best. They don’t discuss their business with outsiders. Heck, we’ve only ever had a face-to-face meeting with them once, and that was to hash out the terms of the ceasefire. But if they’ve broke it now, going after you three…”

“I wonder why, though?” Ben frowned curiously. “The Forever Knights wanted me out of the way the last go-around, sure, but they didn’t really become aware of me until I made them aware. So why come after me this time?”

“Could it be the Omnitrix?” Ken proposed, looking at the watch. “I was able to pick up its signal on this thing-“ He shook his nanocom around for emphasis.

“And Tetrax was able to track it, in real time, from halfway across the galaxy.” Max finished.

“Maybe.” Ben frowned contemplatively, before shaking his head. “I don’t know, though… They didn’t seem to know what it was. They didn’t think I belonged on Earth – called me a Traveler, whatever that means.”

“We’ll get it sorted out. In the meantime,” The Rustbucket rocked as Grandpa Max put the RV into park and shut it off, getting up from the driver’s seat. “We’re here.”

-------

“A mine?” Gwen frowned, as she looked curiously at the tunnel going deep into the rock. “This is where they were last seen? It doesn’t seem very… ancient. Not like an archaeologist’s normal haunt.”

“Like I said, Kai and her friend investigate anything halfway mysterious,” Max replied, holding a flashlight in his hand, “Over a wide range of years. This mine closed all of a sudden during the height of the Civil War. Odd, considering the South needed every resource it could get its hands on, and the mine was nowhere near dry. Kai believed it had something to do with the appearance of a fly-by-night religion in this area at the same time the mine closed down.”

“You’re right, that does seem a bit odd…” Gwen mumbled, her eyes drifting around, finding Ben approaching the car that was poked outside the mine entrance. “What’re you looking at?”

Ben didn’t answer at first, as his jaw slowly dropped at the sight of the car he was examining – a '76 Dodge Challenger with green paint and black racing stripes. “I know this car! It’s Kevin – Kevin Levin’s!”

“Kevin Levin?” Gwen snorted, crossing her arms. “What’s his middle name? Elton?”

“Ethan, actually,” Ben replied in a heartbeat, blinking in surprise as he looked into the inside of the vehicle.

“Kevin E. Levin?” Gwen repeated, before shaking her head. “That’s unfortunate.”

“Well, we can’t say anything – our names are Ben and Gwen Ten.“ Ben turned away from the car, as his worry began to compound on behalf of Kevin, which he tried to keep under control by continuing to joke around. “And my son’s Ken…”

“Just wait till the Teleporter Incident happens and you two get saddled with the nickname from that.” Kenny laughed to himself, before quickly wiping it away.

“The what?” Gwen frowned curiously.

“I-It’s really not that funny,” Ken cleared his throat, “Just a teleporter accident leaving his mind in control of your body and the Omnitrix. Like the Tuvix episode in Star Trek!”

“…Ben,” Gwen turned to him with a stern look, as her eyes flickered with just how disturbing she found the idea of it. “We are averting that particular event, clear?”

“Don’t need to tell me twice.” Ben winced unpleasantly. “I don’t want to be sharing headspace with a mega dweeb. I’d be crushed to death.”

Ken blinked, frowning. “What’re you guys talking about?”

“What you just said.” Gwen replied impatiently, huffing as she shook her head.

“…I didn’t say anything.”

“Teleporter accident that left us stuck in the same body?” Gwen repeated leadingly.

“…Aunt Gwen,” Ken began, “I have no clue what you’re talking about.”

Gwen and Ben turned to each other slowly, as their jaws dropped open.

“Did we just-?” Ben began slowly.

“Change the future?” Gwen finished in abject awe, slowly nodding as Ken blinked blankly. “Yeah… okay, that’s not freaky at all.”

“Just, uh, Ken, stay close and don’t step on any butterflies.” Ben advised, clearing his throat. “We’ve got to find Kevin and Kai, and make getting you back home our top priority.”

“Uncle Kevin, right.” Ken nodded in agreement, “There should be leads in there Clockwork can follow.”

Ben smiled, pointing proudly at his son. “That’s just what I was thinking. Same trick I used to track down Doc Animo when he was hatching those dinosaurs.” Ben pushed the buttons on both sides of the Omnitrix, causing the dial to spring up and project its hologram. He began to cycle through, frowning all the while. “I’ve got to find a better way of this… Fifty aliens is ridiculous trying to get through.”

“Oh!” Ken snapped his fingers. “If you pull up just a little bit while the core’s up, it’ll show you all the aliens you have collected in grouped lists.” He leaned over to Gwen with a smug smile as Ben did as Ken instructed, blinking in surprise. “I watched my dad do it with his Omnitrix when it got stuck in the old theme for a little while.”

“Okay…” Ben muttered in pleasant surprise, as he saw the holographic statuettes of the aliens grouped around in circles. Ben touched the one belonging to Clockwork, causing it to assume the main position over the dial by itself. Ben slammed it down, and the Omnitrix transformed him in a flash, leaving him as a Chronosapien.

“CLOCKWORK!” The Chronosapien declared, turning to face Max. “Shall ve?”

The old man nodded, taking point beside Clockwork with a flashlight as they took the plunge into the mines.

Chapter Text

The glow of light moved over carved stone walls, barely illuminating the path ahead as Clockwork and Grandpa Max led the way into the abandoned mineshaft, twin beams of light shining from the flashlight and the Omnitrix embedded on Clockwork’s chest as they walked deeper into the antiquated tunnel.

“Ooh… dark down here, isn’t it?” Gwen rhetorically inquired as they moved. “I’ve always wanted to go spelunking…”

“Well, you’re getting your wish, that’s for sure.” Clockwork replied, continuing to follow behind Max. They came up at an intersection, stopping.

“Hmm…” Grandpa Max narrowed his eyes, looking down each of the forks, unable to see any evidence of the path the missing duo might’ve taken. “Ben?”

Clockwork took a step forward, winding the key at the top of his head, before letting it go, causing it to spin and release ripples of green energy. After a moment, green-tinted recreations of Kevin and Kai appeared, walking down one of the forks. The Chronosapien took the lead, following the projections down the tunnel.

The recreations’ mouths moved but no sound emanated from them as they approached a wall, and stopped. Kevin absorbed the properties of the lock around his neck, smashing through the wall, before going back to normal.

Clockwork cut the projection, eyes widening in surprise as they spotted a team of people beyond the breach, surrounding a large capsule emblazoned with the DexLabs logo. They set up floodlights around it, consoles, and various types of sensor equipment, hooking it in and attempting to unravel its puzzles. Immediately, the Tennysons ducked to the side, lowering their voices.

“There’s the time machine.” Ken whispered in recognition. “What’s it doing down here?”

“It must’ve gotten separated from you somehow,” Gwen theorized, keeping her voice low as well, “Never mind the machine, what’re all those people?”

“Forever Knights.” Clockwork rumbled in recognition, turning to his cousin and Grandfather. “They must’ve been looking for the time machine as well, and nabbed Kevin and Kai.”

“Where are they?” Max inquired quietly, “Can you see them?”

“Not from here…” Clockwork frowned, as his hand went up to the Omnitrix. He pressed it, hoping the green flash wouldn’t be too bright, leaving him in the form of Chamalien. The Merlinisapien crouched low to the ground, and went invisible, skittering up the wall through the breach, keeping his eyes peeled on the chamber below.

His head moved around on a swivel, before he saw them – Kevin and Kai, tied up in a corner in energy restraints and knocked the fuck out.

Chamalien moved, moving to slither back to the others. The moment he crossed the breach, however, the knights all dropped what they were doing, snapping to face him, before opening fire.

Chamalien let out a gasp, diving out of the way, before the Knights let their guns run cool, the sound of the shots fading away.

“You might as well show yourself, Interloper!” The golden-masked man standing by the time machine ordered in his deep, booming voice. “We know you’re there!”

Chamalien wasn’t stupid – he wasn’t about to blow his cover like that for no reason.

“If you do not,” The Forever King continued, motioning at the other knights to take aim at Kevin and Kai, “Then the two will be executed!”

Chamalien let out a sigh, knowing he didn’t have any other options, and dropped his invisibility. “Well, you got me.”

“An alien.” The Forever King tilted his head, before looking at the Omnitrix on Chamalien’s sternum. “A Plumber. You should not have come here, off-worlder. The Knights are well-within our rights, claiming this salvage.”

“’Salvage,’” Chamalien air-quoted sarcastically, “Right. Look, I don’t know what your deal is, but you’ve got two of my friends, and I would suggest you let them go, before things get messy?”

“They’re your friends?” The King questioned drolly, turning away. “Unfortunate… But worry not, off-worlder. Should we find things to be satisfactory, they shall be returned to you unharmed. For now, however, they shall remain where they are, in stasis.”

“Satisfactory, what?” Chamalien hissed. “Look, the faux-medieval futuristic knight aesthetic is cool, really, but as we’re talking here, now, with words, maybe you’d like to explain what the heck is going on, huh? Why you’re breaking the ceasefire you have with the Plumbers.”

“We are not breaking the terms of our ceasefire in the slightest.” The King retorted, still focused on his console connected to the time machine, “Plumber friends are not covered in the terms, only matters that the Plumbers would investigate. But, if it would keep you pacified, then very well – I shall explain to you in very simple terms. We are the Noble Order of Forever Knights. Our mission, as charged to us by our founders, is to break the hold imposed upon mankind by those we’ve deemed Travelers – temporally-displaced beings that would seek to use their power to alter the course of human history to their benefit. This is a Traveler vessel. It, therefore, falls under our purview.”

“Wait, so, you’re like some kind of… time police?” Chamalien questioned, looking between the Knights.

The King crossed his arms, turning his head up in suspicion. “Who are you, Plumber? One who would claim to know about the ceasefire, yet none of the details within?”

“You guys don’t go spreading it all around.” Chamalien defensively crossed his arms. “And there’s already a guy policing the timeline!”

“We do not ‘police the timeline.’” The Forever King replied like such an idea was foul to him. “We defend the present and the people within it – the right for every man, woman, and child to be the ones in charge of their own destiny.”

Chamalien blinked, recoiling slightly. “Wait… really? For real? Well… that doesn’t actually sound that bad, but still – you’re trying to kill all time travelers!”

“Their deaths are of no consequence.” The Forever King waved away. “A being who would seek to alter, irrevocably, the course of the universe for their own personal gain is no being who should be shown mercy. Such a being would do nothing more than ensure all lives, all destines, are enslaved to their will – forever robbing the people we are charged to protect of an infinite multitude of possibilities in their lives. Our founder, the great and venerable lord Caesar, recognized this.”

“Caesar?” Chamalien repeated. “As in… Julius Caesar?”

“Our history spans millennia,” The Forever King turned around, orating, as Chamalien threw a look toward the breach in the cave wall, hoping Max, Gwen, and Ken were doing something other than just standing and watching, “The first recorded incident of a Traveler’s interference was an attempt to kill Caesar. Naturally, he survived, and he discovered why the Traveler was attempting to kill him. Finding it repulsive that there existed people who would attempt to kill others for things they hadn’t even done yet, Caesar created our order as a branch of the Frumentarii. Since then, we have persisted, reinvented ourselves, hiding and performing our tasks in shadow so that man-at-large may live free of fear of persecution for events they may not even preform. Rest assured, it is a mission we undertake with the utmost gravity and care. We have dedicated ourselves, wholly, in body and in spirit, to the protection of the people of the present.”

Chamalien’s eyes narrowed, as he thought back to the bowling alley, and he got closer to the King, growling. “And what about those people in the bowling alley, huh? The ones your knights slaughtered without a second thought.”

The Forever King dropped his hands, slowly turning around to face Chamalien. “How do you know about that? The public story was that no people were injured… only one who was there or connected to our network would know the details.”

Chamalien narrowed his eyes, growling. “Figure it out.”

“Ah…” The Forever King rattled. “You’re the shape-changer. Not the object of our investigation, but certainly here on their behalf, and since you are…” The Forever King turned to one of his subordinates. “They can’t be far. Find them.”

“Not on my watch!” Chamalien slammed his hand on the Omnitrix, changing again quickly.

The long, Salamander-like alien stretched out, his limbs elongating and growing into big, muscular guns of arms, which became covered in golden-yellow fur as he went from reptilian to mammalian. The fur around his head darkened and blackened as his three eyes became two, and a crown of metallic bone like a lightning rod grew out of his head, as the Omnitrix moved to a belt around his waist.

“SHOCKSQUATCH!” The Gimlinopithecus shouted, yellow lightning sparking from his body as he stood, arcing into the ground. “You ain’t layin’ a finger on my son, bucko!” The electric yeti slammed his hands together, his golden fur standing on-end as a yellow charge went through him.

The Forever Knights launched into action, forming a line as they lifted their laser lances, and the Forever King fell back behind them. Shocksquatch thrust his arms out, causing the bright bolts of electricity to shoot out, and dive into the armor of the Knights.

The Forever Knights twitched and spasmed… before the lights on their suits glowed brighter, and their lasers hummed louder, charged up by the alien’s attack.

“Whuh-oh!” Shocksquatch jumped out of the way, hiding behind a stone seat as the other three members of his gang came running in.

“Nice thinking General Patton!” Gwen hissed out, glaring at Ben as she ducked next to him, holding the laser lance they’d picked up from the bowling alley. “You charged them up!”

“How was I supposed to know they could do that?” Shocksquatch replied, slinking down further as more charged bolts whizzed by overhead.

“Gee, how about the fact they stopped bowling balls being thrown at them at about fifty miles an hour?” Gwen questioned in response, glowering at him.

“…that might’ve been a good hint.” Shocksquatch admitted, turning to Max. “All right… I’ve got a different idea.”

“Like what?” Max questioned sternly in response, before Shocksquatch jumped out, and turned his focus to the two bound up across the room.

Shocksquatch threw a bolt, the electricity crackling through the air as it struck the binders, shorting them out and causing them to vanish.

The Forever Knights, so focused on the big, sparkling target, didn’t notice what his target was, naturally assuming that he’d missed, as Shocksquatch tossed more bolts of lighting out at their guns. The electric yeti rolled back into cover, looking toward his son.

“Hey Ken!” Shocksquatch addressed. “You wanna maybe do the magic healy thing again!?”

“I can’t, he’s still not recharged!” Ken replied quickly.

“Aw, what the heck, you still have to worry about batteries in the future!?” Shocksquatch scowled, before his face turned bright. “He-“

“You’re not shocking me!”

“You’re not shocking my nephew!” Gwen hollered, as she popped out of cover, fired a few shots, and ducked back in.

“You’re not shocking my great-grandson!” Grandpa Max replied as well, mimicking Gwen’s movements.

“FINE!” Shocksquatch growled, slamming the Omnitrix, and turning yet again into- “ATOMIX!”

“Oh, dude, awesome!” Ken gushed. “What’re you going to do!? Chernobyl Striker!? Nuclear Winner!?”

“Hmm, I like the way you think, my son!” Atomix stood tall, the lasers bouncing off of him as he brought his hands together. “But alas, nuclear explosions and confined spaces are not a match made in heaven! Instead, behold! Electricity, meet electromagnetism!” Atomix flashed green, pulling his hands apart as an invisible ripple shot out, sending sparks running through the Forever Knights’ weapons and armor, causing them to darken.

The Forever Knights, in their darkened suits, looked down at their guns, being faced with quiet clicks as they pulled the triggers on their lances, being met with nothing in response.

“Forever Knights!” Atomix addressed with his hands on his hips. “I’ll now accept your complete and unconditional surrender!”

----------

“Ah, ah,” Kevin grunted in pain, as Gwen looked him and Kai over. All the while, Grandpa Max and a team of Plumbers led the Forever Knights to the back of a transport vehicle, sealing them inside. Across the way, Ken was stood by the time machine, which was covered in the tell-tale signs of Upgrade’s circuitry. “Watch the cut, damn!”

“I’m trying my best, just hold still.” Gwen tried to yank him back, and dab at his cut with an alcohol-dipped cotton ball.

“You know, for a nurse, your bedside manner sucks!”

“I’m sorry,” Gwen crossed her arms, glaring down at Kevin, “Let me just go get another nurse that knows about the Plumbers and is on my speed-dial – oh, wait-“

“Kevin,” Kai addressed, nursing little more than a splitting headache as she sat by him, “Let her help, please.”

Kevin sighed, but looked at Kai and relaxed. “Fine. But only because you asked.”

“Thank you.” Kai and Gwen spoke at once, as the redhead went back to her first aid.

“So, uh…” Gwen began curiously, unsure of really how to ask without sounding nuts and letting the secret of the universe being a copy of an old one slip. “You guys do this a lot, then? Go hunting for wacky leads like some boyfriend-girlfriend Scooby Gang?”

“Huh?” Kevin straightened up, blushing as Kai vehemently shook her head and waved her hands. “Oh, no, we’re not-“

“He is so not my type.” Kai shook her head. “I don’t really like…”

“Men?” Gwen blinked in surprise. She’d known some of Ben’s subconscious thoughts had influenced universe, but making a woman’s sexuality different just cause he didn’t appreciate her attention? That was taking it a bit far, in her opinion.

“No!” Kai yelped, before blushing, and looking down. “I mean, uh… humans.”

“Not even mutants.” Kevin continued with a smug smile as he leaned back slightly, and kicked his legs up, like he was thinking about some kind of inside joke.

“Oh?” Gwen raised an eyebrow as she finished up doing her work. “So, he’s like your manservant, then?”

Kevin’s smile dropped, as Kai let out a laugh.

“Yep, that’s him!” Kai laughed. “My stalwart mutant manservant, Kevin!”

“Aw, heck,” Kevin groaned, “Why’d you have to tell her that?”

“Come on, a little gossip’s fun.” Gwen winked, before pulling back. “Right, that should be clean now. Don’t pick at it or anything like that – although… I’m curious about how they took you guys down so easily.”

Kevin scowled. “Those laser lances have a high-energy stun setting – cheating bastards. Went down like a sack of bricks. I woke up a couple of times, which is how…” He pointed to the cut on his head and shrugged.

“I don’t know why they kept us here, stunned.” Kai softly admitted, pulling her legs up to herself, frowning.

“Well, it wasn’t to kill you – not yet, at least.” Gwen shrugged. “It had something to do with the time machine, but I doubt we’ll get an answer from these Knights.”

“Ah, whatever.” Kevin huffed, leaning back. “As long as they didn’t fuck with my car, I don’t care what they had planned for us.”

Gwen looked at him with a stern, scathing expression. “Your car’s fine… freakin’ grease monkeys…” She muttered, getting up and turning to walk away. “Always worried about the cars-“

“Hey!” Kevin hollered at her, causing her to turn back around. “Thanks.”

Gwen bowed her head slightly, before turning away, resuming her walk up to the time machine.

“Okay, so,” Gwen began, causing Ken to turn toward her, and Upgrade to remove himself from the capsule, turning back to Ben, “Lay it on me, doc. What’s the prognosis?”

“Well, the time machine was off when I sent out that EMP,” Ben explained, causing a minor sigh of relief from the ten-year-old and seventeen-year-old, “So all the electricals are fine, but…”

“’But’ what?” Ken repeated, worriedly.

Ben opened his mouth to respond, before someone cut him off.

“All right, listen up, Omnitrix…” Ben’s voice echoed around the cave, causing Ken and Gwen to frown. “I don’t want Goop; I don’t want Stinkfly; just give me something I can use to fix this mess so we can all get on with our lives!”

“Uh…” Gwen turned to look at Ben slowly, as his mouth remained completely shut. “Ben?”

Ben sighed, gesturing for them to get closer to the pod. As they did, Gwen and Ken clutched their heads, as images and sounds were rammed into their minds, sending flares of icy pain through them.

“Listen,” Grandpa Max took a difficult breath as he stroked the white stubble on his face, keeping the hospital door to his back, “I know you’re angry at all of us from keeping this from you. Ben’s not your cousin, you deserved to now that, I know – but you’re the only one who can save him now.”

“What the…” Gwen grunted, as her arm shot out to the surface of the time machine to keep herself from falling.

“Kenneth!” Dexter shouted over the screaming winds caused by the proximity of the hungry planet. “It’s time!”

“Dad…” Ken staggered back from the time machine, breathing heavily. “What’s going on?”

“The time engine’s cracked – it’s leaking possibilities.” Ben cleared his throat, scratching his temples. “It’s an easy enough fix.” He went back to Upgrade, jumped into the time machine, and lingered there, stitching it back up.  “There we go!” He jumped back out, reverting to normal, looking at it proudly. “An actual time machine… wicked.”

“There’s not really room inside it, but I’m sure we can figure out a way for you guys to come along…” Ken spoke slowly, pointing toward the machine with a smile.

“Nah,” Ben replied with a regretful smile. “I’d like to, really – I’d want to make sure you ended up somewhere safe, but you have those nanos. Besides… we have no idea how the timeline would react to me disappearing. It might cause you to pop out of existence.” He theorized, before placing his hands on Ken’s shoulders. “But listen, Ken… You haven’t been here long, but everything I’ve seen makes me so, so proud to be your dad.” He smiled proudly, as tears began to well up in Ken’s eyes. “And I can only hope I raise you to be even half the guy you are now.”

“I-I didn’t do anything though-“

“You didn’t think twice using your abilities to help others.” Ben replied with a smile. “Didn’t even argue when we decided to come here to rescue those two.”

“Yeah,” Kevin cleared his throat, “I’ve got no clue what the heck’s going on.”

“Kevin!” Kai hissed. “Family moment, here!” She dragged him out, as Grandpa Max walked by them, looking curious.

“I’m proud of you, Ken.” Ben beamed. “And when you get back, I’ve got complete confidence you’ll be a good fit for that new Omnitrix.”

“So, this is it, then?” Grandpa Max inquired as he stepped up to the time capsule, looking at it with his hands on his hips.

Ben nodded. “Time machine’s fixed and the knights are taken care of. At least, some of them. If they’re global, there’re other chapters out there, definitely.”

“I’m still curious as to how the machine ended up here though.” Gwen looked at the machine with a frown. “How come it landed here when Kenny splashed down in LA?”

Ben rolled his eyes. “Come on – there’s an obvious explanation here. Kenny probably didn’t get separated from the time machine for no reason. Someone probably separated him from it on purpose. Probably because if he landed in 1800 or whenever, he’d be kind of up a creek without a paddle. And who do we know who likes to take jaunty strolls through time without a care?”

Gwen blinked, furrowing her brow in thought, before sighing. “So, that’s it, then? Paradox is your explanation for anything involving time shenanigans? That’s no better than ‘a wizard did it.’”

“Dude, we could sit here saying there was a malfunction in the navigation circuits or whatever if you want,” Ben shrugged, “But it all really boils down to ‘a wizard did it’ no matter what.”

Gwen shook her head, turning to Ken with a smile. “So, back to the future, huh kid? I hope the past was as nice as I’m sure we made it out to be.”

“Oh, definitely!” Ken replied with an excited nod. “And I got to eat chili fries! With real cheese! And real beef!” He glanced at Ben, “There’re no cows in my time. Everything’s chicken.”

“Eugh.” Ben shook his head with a scowl, “Maybe we shouldn’t send you back just yet…”

“Ben…” Grandpa Max spoke warningly.

“I know, I know…” Ben sighed.

Gwen’s face twitched, before she lowered herself to Ken’s eye level, “You be safe when you get back home, you understand? I’ll, uh… I’ll make sure Ben sets a reminder-“

“Got the date and time right here,” Ben held up his phone, “I’ll get it tattooed on me if I have to.”

“-but Paradox is dangerous.” Gwen finished, having seen what the Professor had done to Ben before from the sidelines, helpless. “You get there, and you run, got it?”

“Sure thing, Aunt Gwen.” Ken smiled, giving her a warm hug, before he turned, offering the same to his father.

Ben froze up, his mouth falling open before he forced it shut, swallowing the lump. He had a general idea of how long he’d have to wait, but…

He could do it. He was looking forward to being Ken’s father. Not just Ben 10000, but Ken’s dad.

“Be safe… son.” Ben wished, before letting go and taking a step back.

“Right, uh…” Ken looked to the pod, as the hatch opened up, showing the seat inside. “Back to the future…” He walked over, slowly, and planted himself in the seat, looking back out. “Hey, if nothing else, Dex’s experiment worked, right?”

Ben chuckled, nodding. “Right.”

Ken smiled, looking down as the hatch closed. “Goodbye, dad.” The large circular door sealed shut, hissing as the seal engaged, and the outside began to glow.

“Does he know how to work that thing?” Gwen leaned over to Ben, quietly whispering.

“I fused the navigation circuits while I fixed the engine.” Ben explained. “Unless something goes wrong with time itself… he’ll make it.”

Gwen nodded silently, standing and watching as the pod began to glow, and simply vanished in a flash, fading in and out of space before leaving the altar on which it had sat entirely empty.

Only the consoles were left, and the three looking at the empty space.

“You okay, son?” Max inquired, placing his hand on Ben’s shoulder.

“…I miss him already.” Ben admitted. “I know where he’s going, and I know he’ll be fine, but I’m still worried…”

“Ben…” Max looked at the teenager with warmth in his eyes, and a supportive gaze. “A word of advice, one father to another… Every instinct we have tells us to hold on tight, protect them with everything we have, and never let go. But you have to let them go eventually. That’s parenthood.”

“…I guess.” Ben took a breath, before putting on a smile. “So, can we go talk to Kevin and Kai now – properly?”

“Ben,” Gwen tilted her head scathingly as they turned and stepped off the altar, “Don’t tell me you’re eyeing his car?”

“I’m not!” Ben quickly replied. “Kevin’s an old friend of mine, a really old friend… who, might’ve tried to kill me a few times.”

“…Dude,” Gwen shook her head, “You need new friends. Seriously.”

-----------

The time machine shook as though it was a vehicle slamming head-on into a wall with no brakes, bouncing the inhabitant inside around like a pinball.

“Ow…” Ken grunted, holding his head as he unfastened his restraints, and hit the control for the door – newly installed after Ben had gone on a tirade about failsafes while merged with the pod. The door released slightly, allowing Ken to push it out, and stumble out, onto the ground.

Not the polished steel floors of the Clocktower’s lab.

“Darn…” Ken cursed, closing his eyes and shaking his head. Well… if nothing else, his dad had tried his best. Still, this time was better than the last. This time, he was with the time machine, which meant he could keep it hidden and keep tabs on it while he got someone to fix it right for him.

The pod’s computer beeped out warnings about the engine failure, as Ken opened his eyes, looking at the grass below him.

The too-green grass. As in, dead grass illuminated from below by a sickly green glow. He knew that look, saw it enough in history class.

“Oh, no…” Ken got to his feet. “This isn’t happening…” He looked around, seeing beyond the horizon jagged, tilted skyscrapers sinking into a sea of green liquid. “Oh man, this is happening!”

Ken shook his head, and forced his eyes skyward against his better judgement, only to be faced with the exact thing he was hoping wasn’t there. A planet composed of many different planets held together in the massive center, connected by tendrils of green, gum-like material. If he looked close, he could even see Jupiter – a planet that hadn’t been part of the Sol System since before he’d been born – all fused to the planet at the center.

Planet Fusion.

“…aw, man.” Ken clutched his hair. “Dad’s gonna kill me. Wait!” He held up a finger in realization. “I know this… hopeless, desperate war on the verge of being lost until a stranger from the future shows up to give the fighters the key to winning?” Ken’s face morphed into a smile as he glanced at his nanocom. “I’m the Unknown Hero! Awesome!”

Ken lowered his arm, and dashed off, up a nearby hill, head-on into danger, ready to save the day.

Like father, like son.

Chapter Text

Somewhere in the Omniverse...

A chill ran over Ben’s skin as he rubbed his arms, trying to rub away the cold from being inside the air-conditioned lobby of a fancy hotel. He looked around with a slight frown, as Grandpa Max stood at the check-in desk.

Tribal decorations, stuffed bison heads, and giant dreamcatchers were arranged in the hotel lobby, all interwoven in the general theme of ‘Native American.’

It was, of course, a tourist trap, and the place Grandpa Max decided to put down sticks for the weekend.

Bored with looking around, Ben pulled out his phone, and started playing the Sumo Slammers mobile game he had installed on it.

“Ben, look!” Gwen excitedly leaned over, showing off what she had on her phone. “This pool has a hotel-“

Ben snorted, “Might wanna check yourself. You’ve got your sentence bass ackwards.”

“Oh… shut up.” She hissed without venom, before she continued, “Seriously, look! It’s got an indoor pool, a spa, a theater-“

Ben frowned. “What kind of hotels have theaters?”

“This isn’t just a hotel, doy,” Gwen rolled her eyes chidingly, “It’s a resort!”

“I figured we could use the break, being cooped up inside the Rustbucket for so long.” Grandpa Max walked over with a slight smile, “Stave away the cabin fever.” He rumbled, moving along.

Ben hummed to himself, before shrugging in agreement, as they headed over to the elevators. The last time he’d been in a place like this, at least with the intent to stay, was back when he was ten and he got them all kicked out, and pissed off Grandpa something severe.

That wouldn’t happen again this time, hopefully. In truth, Ben was looking forward to getting away from the regular old vacation, so to speak. Somehow, being in the Rustbucket – even though it, broadly speaking, felt more like home than home did – always had Ben tensed up and ready for battle.

It was good to get away from it for a little while.

“How did you afford a place like this, Grandpa?” Ben curiously inquired as they stopped off the lift onto one of the higher floors.

“Not that we’re ungrateful,” Gwen quickly added in, “It’s just a surprise. An expensive surprise. You didn’t have to do this for us, Max.”

Grandpa Max threw his head back, chuckling. “No need to worry about it – it’s all on the house. Wes owns the place. He wanted to say thanks for rescuing Kai.”

The two seventeen-year-olds blinked in surprise, glancing at each other before they turned their attention back to the old man with identically raised eyebrows.

“How in the heck did you manage that?” Gwen questioned first.

Grandpa Max put on an enigmatic smile, and tapped his nose, “I have my ways.” The trio reached a line of doors, and he stopped, turning around to look at his grandson. “All right – Ben, your and Gwen’s room.” He handed them the room keys, fixing them with a stern look. “I trust you two not to make a total mess of the place?”

“Hey, I’ll be fine.” Gwen held up her hands defensively, before jerking a thumb toward Ben. “It’s him you should be worried about.”

“Hey, I haven’t made a mondo mess in ages!” Ben defensively replied.

“So, last week with the shelves in the Walmart, that just didn’t happen?”

“…A week is a pretty long time.” Ben muttered, crossing his arms. He huffed, looking at Grandpa Max, “Come on, Grandpa, I’m seventeen! I can handle myself.”

“I trust you can.” Grandpa Max nodded encouragingly, looking between the two. “I’m in the next room down, if either of you need me. I’m going to get some shut-eye for a few hours, and then I was thinking we’d hit the steakhouse – my treat.”

Gwen narrowed her eyes. “What is all this?”

“What?” Grandpa Max shrugged with a smile, as he turned and walked down the hall. “Can’t an old man spoil his grandson?” He rhetorically threw over his shoulder, disappearing down the way.

“Well… least we don’t have anything to worry about.” Gwen looked toward Ben with a slight frown. “So, we’ve got a few hours, what did you want to do?”

“I don’t know,” Ben shrugged, going into the room and sitting his bag down, “Nap sounds pretty good, I guess.”

Gwen smiled, her ice-blue eyes twinkling with mirth. “Aww… does the little guy want some cuddles to go with that nap?”

“Well,” Ben sat on the bed with a smile and a shrug, “I wouldn’t be opposed to the idea.”

Gwen chuckled, walking over and throwing her arms around him, pushing him down onto the bed as they rolled over, laughing.

And through it all, Ben smiled to himself. His perfect vacation, his perfect girl, in a perfect getaway…

Life was good.

---------

Elsewhere...

Ben yawned, scratching his ankle before he let it drop to the floor, and he continued moving through the Rustbucket kitchen, making breakfast. The little bits of cereal clattered as they fell into the bowl, and he put it back up, pouring milk into it.

Both bowls done, Ben moved over to the table, and sat one down in front of his cousin.

Gwen popped an eye open, the emerald green orb cloudy with sleep as she looked at him with thinly-veiled disappointment. “Ben, when I said ‘make breakfast’ I didn’t mean Sumo Smackers.”

“Hey, my turn, my choice.” Ben flippantly replied, diving into the bowl of cereal heartily. “Besides, we’ve had a long night. Sue me for not wanting to cook.”

“Bah.” Gwen huffed, though she did have to admit, Ben had a point. It had been a long night, capping off the tensest week known to man. The incident with Blossom and fighting the Enemy had taken place a solid week ago, then the incident with the Omnitrix’s self-destruct and meeting Kenny had been the day after that. Since then, all they dealt with had been petty criminals – purse snatchers, carjackers, and armed gunmen, but the three big events had packed in enough excitement for the whole week, and the duo hadn’t really started to decompress since sundown the night before.

Gwen yawned, leaning on her hand as she stirred around the cereal, and forced herself to take a bite. “What time is it?”

Ben looked at the Omnitrix, no doubt reading the telepathic clock installed in the device, before he turned around with pursed lips. “Eleven.”

“And Grandpa’s still not up?” Gwen sighed, leaning on her hand. “If he’s not up soon, you know it’s gonna be down to us to get us back on-schedule.”

“’Schedule,’” Ben snorted, “This is supposed to be a vacation.”

“And, some people like to make sure they have time to enjoy that vacation.” Gwen retorted with a roll of her eyes. “Come on, Ben… we haven’t done anything nice for Grandpa this whole trip. The least we could do is let him sleep in while one of us gets us on the road.”

‘One of us’ meaning him. Ben sighed, rubbing his eyes as he thought about it for a moment. Max was still out like a light, and Ben would be remiss to wake him up unless it was an emergency.

“Fine,” Ben got to his feet, stretching, “But I’m going to need some coffee first. Heh – never thought I’d see the day where I drunk coffee…” He looked through the cabinets frowning deeply as he spotted a bag of cheap, off-brand stuff, and no kind of sugar or creamer. Ben sighed in realization. “Right… grandpa drinks it black.”

“Mr. Smoothy sells coffee, right?” Gwen inquired, “There’s one not too far down the street.”

“Ah, good idea.” Ben hit the Omnitrix, going XLR8. “Wanna come with?”

Gwen thought about it for a moment, before nodding. “Yeah, better make sure you get something that’ll keep you awake.”

The Kineceleran nodded, zipping over to her and picking her up, before running out of the camper, through the exit to the RV park, and down the street toward the store.

XLR8 zoomed along without a care, diving down side streets and alleyways until he spotted the white concrete exterior of a Mr. Smoothy’s store, and he ducked out of sight, reverting to Ben.

Gwen’s cheeks puffed up as she ducked her head into a nearby trash can, before pulling herself out, thankfully managing to keep her food down. “Give some warning the next time you do that, geez!”

“Sorry,” Ben sheepishly replied, with a slow shrug and an all-too-wide smile, “But hey, it’s one way to wake up, right?”

Gwen rolled her eyes, letting Ben take the lead across the street, through the door of the store. Their shoes squeaked against the polished floor as the two walked through the empty dining room, and make no mistake, it was empty. Not a single person was in the store, not even behind the counter.

“Is it closed?” Gwen looked around with a frown, as Ben approached the counter.

“Nah…” Ben pointed at the sign hanging on the door, “The sign’s the right way around…” He leaned on the counter, looking around as well with a slight scowl, before he turned to Gwen. “Maybe the employees stepped out for a smoke-“

“I had a feeling you’d be here.” A smooth, posh, Scottish voice spoke from behind the counter, causing both cousins to spin around, finding Professor Paradox standing behind the counter in a Mr. Smoothy uniform. “But then… I’ve always been able to read you like a book, Benjamin.”

Ben gulped, taking a step back as his eyes flickered over to Gwen. Paradox – sane Paradox (well, sane-er, the Professor was far from sane even as Ben knew him) – was trying to keep away from crossing his own timestream, which could mean only one thing…

The man they were faced with was the Enemy.

“You…” Ben pushed Gwen behind him protectively, as Paradox beamed widely. For a moment, Ben thought that perhaps he might’ve seen fangs, or just a mouth just a bit too big to occupy the space inside the head it claimed to belong to, but in an instant, that was gone, replaced by Ben’s attention turning to Paradox’s mirthful grey eyes.

“Me!” Paradox held out his arms, doing a little curtsy.

“Why are you here?” Ben growled, attempting to keep as much distance between himself and the Timewalker as possible.

“Ah, that,” Paradox pointed, as he began to pace around, “Attitude will get you nowhere, Benjamin. But, ah… there’s been a lot of that from both sides, wouldn’t you say? One of us shows up, goes ‘you’re not supposed to be here,’ tries to kill the other, and it’s gotten dreadfully boring by this point, so I figured I’d try something I haven’t before.”

“Self-therapy by running a Mr. Smoothie?” Gwen cut in, causing Paradox to let out a hearty laugh.

“I like the way you think! But no,” Paradox shook his head as he drummed his fingers on the counter, “I decided to do something worse than that… Talk out my problems.”

Ben narrowed his eyes, feeling anger well up inside him. “You tried to kill my son. You tried to kill me!”

“Yes, but, but-“ Paradox held up both of his fingers, “You lived! And that’s the problem!” The Timewalker groaned, spinning around. “This Time War nonsense was fun at first! A lovely high-concept mystery for you tiny little three-dimensionites, but now it’s grating! I pop in, do whatever I can to make your life a living hell, and every time, I lose and you win!”

“Really.” Ben monotonously replied. “You’re trying to kill me!” He suddenly bellowed, flapping his arms. “This isn’t a game of soccer where everybody’s all ‘Aw, geez, please Ben, let us win, just once!’”

“Oh, I know what it’s like!” Paradox snapped his fingers. “It’s like that episode of the Twilight Zone with the man who dies and goes to the afterlife. He likes gambling, so he goes to gamble, but he always wins, so it takes the luster out of it… Also, by the end, it turns out he was in Hell all along.” He smiled, chuckling to himself. “Oh, I love that episode. Absolutely delightful. Anyhow, I’m tired of losing all the time, so I’ve come to cut you a deal.”

Ben took in a wheezing, snorting laugh. “Really? You basically just admitted me and mine are kicking your ass so bad you’re throwing a playground tantrum – I’m not letting that end no matter what!”

“Really?” Paradox tilted his head, bouncing on the tips of his feet. “You haven’t even heard my offer.”

“Yeah, see, here’s the thing,” Ben cleared his throat, before he dropped all pretenses of being friendly, and narrowed his eyes. “You’re a liar, a cheat, and a maniac. You tried to kill me, you tried to kill my cousin, you tried to kill my son, and people near and dear to me who I’ve not even met yet. I’d have to be out of my mind to even consider accepting whatever deal you tried to offer.”

“Ah… yes, that’s it…” Paradox smiled slightly. “Perhaps you’re just not on the level that I am… though, consider, for a moment, if you will, please,” Paradox lifted a finger, “That you and I are not quite so different.”

“Oh, God, not this spiel…” Ben groaned, rubbing his face.

“Hear me out.” Paradox continued. “You created a whole new universe according to your desire, whereas I am attempting to mold creation and time to mine. You like to call me insane, but consider, for a moment, the idea you were to stand by my side. Act as my… checks and balances, so to speak.”

“That’s rich…” Ben slowly nodded, before shaking his head. “And not happening in the slightest. Godhood doesn’t interest me.”

“Then let me show you I’m right.” Paradox replied, “Let me show you you’re the right man for the job.”

“Not. Happening.” Ben growled out.

“Oh, my dear, young Ben,” Paradox chuckled, “It already is. Oh!” He held up a finger, checking his pocketwatch. “Why, is it high noon already? I think you might want to step outside and catch the sun while you can…” He winked, vanishing in a flash.

Ben gulped, and let out a sigh. “Well… At least he’s gone.”

“Ben…” Gwen slowly addressed as she dragged herself over to the window. “You might want to look at this.”

Ben spun around, his eyebrows furrowing as he realized the scenery outside the store was completely different. The two cousins looked at each other, before bolting out the front door, onto the streets.

The two’s feet hit the asphalt, and they looked around frantically, shaking their heads.

“He moved us...” Ben breathed out in realization, “While we were busy talking, he sent us away…”

“Well,” Gwen vocalized with a hint of uncertainty, “We’re still on Earth, so it can’t be that bad. We’ll call Grandpa and-

“Ben 10, hey, man!” A guy on the street addressed excitedly. “Can I get your picture?”

“Uh…” Ben looked to Gwen, then back at the guy with a smile. “Sure.” He stood, keeping his smile up as the guy snapped his selfie, and went on. “Okay, so,” He looked at his cousin with a confused gaze, “Apparently… Paradox made me famous again.”

A woman walking down the sidewalk looked at the duo, letting out a wolf-whistle as she seemed to ogle Gwen. “Ben, you lucky bastard…”

“Hey Ben!” A different woman waved from across the street. “Out for some one-on-one time with the missus, huh? Dig her new look, by the way!”

Gwen’s face went red, as she turned to her cousin in shock. “I don’t think he just made you famous…”

“But… why?” Ben wondered aloud. “Why would he…?” He trailed off, before coming to a quick decision. He pulled out his phone, finding all five bars crossed out. Apparently, he couldn’t connect to the cell towers wherever Paradox plonked them down. “We need to get to an internet café, get hooked up to the internet, and figure out what the heck they’ve got on us here, fast.”

Gwen nodded in agreement, following his lead as he transformed into XLR8 again, not even bothering to hide this time. He picked her up, and zoomed off, combing the streets.

He hoped they had internet here…

Wherever ‘here’ was.

Chapter Text

XLR8 zoomed down the streets of the city as he carried Gwen upon his back, turning every corner he could in his search for the elusive wi-fi signal. Of course, it was 2022, and being as such, internet café’s didn’t really exist anymore. However, that was also disregarding the simple fact that Ben’s phone still wouldn’t connect if they found a wi-fi signal anyhow – the same issue that cut it off from the cell towers prevented it from connecting to anything.

And so, XLR8 ran aimlessly, chasing a possibility that was doomed to fail.

And yet, as he ran, XLR8 found himself forgetting about the problem of the wi-fi entirely as he took in the city he was speeding through. It was crime-free. Not major-crime free, but all crime. He hadn’t even seen anybody litter or run a red light. Dozens of streets and intersections, hundreds of people…

And they were all perfectly well behaved.

Ben didn’t know why, but he found that disturbing. Actually, no, he did know why he found that disturbing:

Hundreds of people and they were all obeying the rules to the letter? That just didn’t happen! Even in a group of only a dozen, there was always that one guy who wanted to be the rebel. Ben knew that much – he was that guy more than a time or two.

“I don’t like this.” XLR8 rasped, looking around as he sat Gwen down. “First Paradox shows up and now we’ve entered the frigging Twilight Zone it feels like. I-“

XLR8’s breath was stolen away as something impacted him, sending him flying down the street and into a wall.

Gwen’s eyes widened in horror, as she ran over, finding her cousin in the rubble. “Ben! Are you all right!?”

“Hrgh…” XLR8 blinked deliriously. “Issat you Aunt Lili? Grampa back with the smores yet?”

Gwen bit her fingernail, turning around as a large, hulking, rocky alien with a roughly spheroid body clambered down the street towards them.

“Well, well, well, look what we have here!” The alien remarked as he strutted toward them. “Looks like a couple’a cheap knock-offs!” He turned around, addressing someone behind him. “You gotta remind me, what do we do to cheap knock-offs?”

Gwen froze in shock as she saw herself walk out from behind the rock alien, dressed in her old prep school uniform and holding an ancient leatherbound book. The Other Gwen’s eyes focused on her, glowing a pale blue as she grinned.

“The same thing every original article does when a cheap knock-off hits the market.” Other Gwen replied with a smile. “Remove them from the market.”

Gwen took a step back as the alien began to approach, and she saw his eyes… His green eyes, and the green hourglass on his forehead.

It was impossible, it had to be.

Gwen whipped around, falling to XLR8’s side. “Ben, now would be a very good time to get up!”

“Picture yourself in a boat on a river with tangerine trees and marmalade skies…” XLR8 sang horribly off-key, his head rolling around happily.

“Shit.” Gwen hissed to herself, before gritting her teeth in panic, turning around to her doppelganger. “Look, I’m sure you’ve got questions-“

“Not really,” The rocky alien shrugged. “We just know you can’t be anything good. Hold still – I’m about to rock your world.”

Gwen double-took, because only one person could come up with a pun that lame, and given that her own doppelganger was standing across the way. Gwen took note of the alien’s green magma eyes, and the symbol jutting out of his forehead, and her eyes widened.

“Ben?”

“That’s Ben 10 to you!” Ben’s doppelganger stomped the ground, pulling up a chunk and sending it hurtling.

Gwen yelped, ducking under the chunk as she backpedaled, practically having to crab-walk away. “W-Wait!” She shouted, “We’re not here to cause trouble, I swear! It’s not our fault – we’re not here to hurt you!”

“You deal with one evil clone,” The aura-wielding Gwen replied threateningly, “You deal with them all.”

“We’re not clones!” Gwen quickly insisted, rolling out of the path of a blast as she continued. “We’re you! I’ll prove it! Ben, you were born three minutes after me which is how I won all the arguments when we were kids!” That seemed to do nothing, as the duo of duplicates continued to march steadily toward her. “You’re scared of peacocks and peahens! And…” She glanced at her Ben, wrenched her eyes shut, and hoped he’d forgive her for the deep, dark secret she was about to unleash. “Your favorite song is Toxic by Britney Spears!”

Gwen froze up, waiting for the pain of an impact to come, only for nothing to hit her. She popped an eye open, seeing the transformed Other Ben standing there.

The Other Gwen glanced at her Ben, and raised an eyebrow as her hands dropped in surprise. “What, really?”

The rocky alien sheepishly shifted his balance, before he flashed, and in a starburst of green light, he reverted to the splitting image of Ben, green eyes and all, only wearing a white hoodie.

A hoodie. In summer.

God, Tennyson men could be stupid sometimes.

“She’s legit.” Other Ben nodded with a sense of finality.

“No way,” The reflection of Gwen shook her head, as the Other Ben looked at her.

“Gwyneth…” Other Ben spoke sternly, almost in the same exact way Grandpa Max did when he took on that warning tone.

The reflection of herself – Gwyneth, apparently – sighed, and dropped her arms, causing the shimmering aura of blue light shining from her hands to fade. The same glow left her eyes, but instead of becoming green, as Gwen had expected, the Other Gwen’s eyes were blue.

“Ben,” Gwen kept her eyes locked on their duplicates even as she leaned down and pulled him up, “Ben, get up.”

“Ugh, come on, five more minutes…”

Other Ben chuckled, “Yep, he’s definitely me.” He began to take a step, causing Gwen to step back, and push XLR8 out of the way. “Hey,” Other Ben held up both of his hands placatingly, allowing Gwen to get a look at the Omnitrix on his wrist – it looked almost nothing like the Omnitrix her Ben was wearing. It was primarily white with a square, black face with green accent stripes meeting in the middle in the shape of an hourglass. “I just wanna check if he’s all right, savvy? That was a pretty bad hit he took.”

“Yeah, thanks to you.” Gwen growled.

Other Ben rolled his eyes, “Look, you can let me look at him, or I can move you out of my way – either way, I’m looking at him.”

Gwen glowered at her cousin’s double, before shifting XLR8 around to face him.

Other Ben winced, “Yeah… I might’ve gone a bit overboard. Sorry.”

“Oh, no, you don’t think?”

“Look, we’ve had bad experiences with clones and doppelgangers,” Other Ben shook his head, “So when I saw a new picture of me with a fan on the internet that I knew I didn’t take, I had to come check it out. But don’t worry, it’s an easy enough fix.” His hand reached out to the Omnitrix badge, and he pressed down on it, causing XLR8 to return to normal old Ben, still being held up by Gwen.

“Huh, wha-?” Ben looked around in confusion, as his eyes locked on his double and narrow. “Did I switch bodies with Charmcaster again?”

“The Omnitrix’s medical program is good, but it’s not perfect.” Other Ben explained, speaking with perfect confidence as he looked at the original. “Especially when it comes to the brain. Some disorientation’s normal – it’ll pass.”

“O-Okay…” Ben forced out, rubbing his head. “Sorry, I’m still a little… confrazzled – did you hit me like a dump truck, try to kill my cousin, and just start acting all buddy-buddy in the span of a few minutes? Did I miss a few steps, or did it happen just like that?”

“Cousin!?” Gwyneth repeated in shock as she looked at her Ben, which earned her a curious look from Gwen.

“Wait, let me guess,” Other Ben ignored his Gwen, causing the ‘Original’ Ben to frown curiously, wondering why the Other Gwen seemed shocked, and why the Other Ben wasn’t. “Cross-time shenanigans.”

“I… guess?” Ben groaned aloud, shaking his head. “I don’t know, man… We just got here. Paradox did something freaky and we wound here, then you went all Donkey Kong on me!”

Other Ben winced, though admittedly, judging from what Gwen could see, it was being forced, or, at least, played up. “Okay, okay, I deserved to get yelled at for that one. Look, in my defense, we’re used to dealing with evil doubles.” He sheepishly smiled, “I thought you were someone else. Look, I’m Ben Tennyson, though you already know that, and this is Gwyneth Smith, my...”

“Oh, God, please don’t say it…” Gwen covered her mouth as she remembered the people on the street heckling them, and what had come from the pedestrians. In turn, her skin went a shade of green dark enough to match her eyes, as Ben looked between his doppelganger, and his cousin’s doppelganger.

“Close friend.” Other Ben finished with a chuckle, as he crossed his arms, causing Gwen to let out a sigh of relief. “And you guys would be?”

“Ben Tennyson,” Ben answered, before pointing to Gwen, “Gwendolyn Tennyson, my cousin.”

“Cousin?” The blue-eyed Gwen blinked curiously, walking over to the green-eyed Gwen and leaning in inquisitively. “You do have the Tennyson eyes…”

“And you don’t,” Gwen retorted with suspicious, thinned lips.

A flash came from the side, causing Ben to turn and scowl, at the assembling crowd surrounding them.

“How about we take this off the streets, huh?” Other Ben suggested, “The Rustbucket’s not far from here.”

Ben smiled, gesturing. “Lead the way.”

--------

“Hm…” Gwen hummed, leaning close to her double as they stood in the Rustbucket – not the modern camper she was used to, but an old GMC Motorhome, parked in a parking deck away from prying eyes. “The names of our mom and dad?”

“Verity and Duncan.” Gwyneth answered, causing Gwen to blink and frown. “Yours?”

“Natalie and Frank – Tennyson. Boy, this is weird…” Gwen turned to her Ben, “How come you’re still the Tennyson here?”

“I’m just that good, I guess.” Ben grinned smugly, crossing his arms. He turned to his double, and continued to throw out the questions of his own. “Favorite game.”

“Sumo Slammers on a good day, DOOM on a bad one.” Other Ben replied in an instant, causing Ben to nod in approval.

“Same here, dude.” Ben grinned, turning to his cousin. “I don’t know why Paradox dumped us here – this guy is great! He gets me!”

“Oh, hey,” Other Ben tapped him on the shoulder with a slight smile, “You wanna see my Sumo Slammers collection? I’ve got the unreleased seventh wave of cards…”

“No way – I thought those were a myth!” Ben excitedly replied, following his double to the back of the RV.

Gwyneth watched them retreat, before turning back around to Gwen. “Good, they’re gone – now, hold still.”

“What for- ow!” Gwen hissed as her double reached out and plucked a strand of hair from her. “Watch it!”

“Oh, don’t be such a baby.” Gwyneth huffed in response, doing… something to the strand that caused it to be suspended between her hands. She pulled out another, much shorter strand of hair, and levitated it into the middle as well. The two began to coil and twist around the other like a strand of DNA. “This is harmless.”

“What are you doing?” Gwen frowned suspiciously.

“Comparing you and your Ben’s DNA.”

“Why?”

Gwyneth rolled her eyes with an impatient sigh. “Because I don’t believe the two of you are really cousins.”

Gwen rolled her eyes, a near-perfect mirror of her shorter-haired counterpart. “What possible reason could we have to lie about that?”

“Any number of them – but relax. If you’re telling the truth, you shouldn’t have anything to worry about.”

Gwen glared at her double, but slowly sat back down, glowering all the while.

A few seconds passed as Gwen stared at Gwyneth, causing the Other to sigh again. “Oh for the love of… what?”

“If you’re not his family, why are you here on this trip?” Gwen crossed her arms questioningly.

“Because we’ve been doing this every year since we were ten, that’s why.” Gwyneth explained in response, motioning her hands around the floating strands of hair. “I was a classmate of his, he was going on a road trip, he invited me, and that’s that.”

Gwen blinked, recoiling slightly. “And… your parents just let you?” It was different with her, sure, but Gwyneth’s parents weren’t related to the Tennysons. “What, was Grandpa Max a friend of your family?”

“Nope. They only know the Tennysons through Ben.”

Gwen’s eyebrows shot up in shock. “So, wait… You were a ten-year-old girl, who asked to go on a cross-country road trip with a kid and a guy who might as well have been a perfect stranger, and your parents let you?”

“Yes.” Gwyneth bluntly answered.

“And…” Gwen looked at her double with a piercing, curious stare. “That makes sense to you?”

Gwyneth glanced at her double properly, tearing her attention away from the sphere momentarily, narrowing her eyes in the process. Just as quickly, she turned back to the aura of mana with a smug, self-satisfied smile. “Oh, would you look at that… I’m right.”

“What?” Gwen blinked, straightening up in response. “That’s got to be a mistake – we’re telling the truth! Me and Ben are cousins, Professor Paradox sent us here, and-“

“Oh, you can drop the act.” Gwyneth rolled her eyes as she snapped her fingers, sending the sphere away. “I suppose ‘cousins’ would’ve been an easier pill to swallow, but really, you should’ve just said it from the get-go. Lying’s unbecoming, especially if it’s to yourself.”

“Easier pill…” Gwen stammered, her mouth falling open and snapping shut repeatedly. “Ly… I’ve already told you, we’re telling the truth!” She growled, getting to her feet in anger as she began to storm to the back of the RV. “I’m getting my Ben, and we’re leaving-“

“Wait,” Gwyneth grabbed her doppelganger with a curious look, “You don’t know… do you? Oh, this is rich.” She smiled smugly, taking a breath as she released her other self. “Gwendolyn – you don’t mind if I call you that, do you? Gwendolyn,” She began, gesturing, “What if I told you that the spell I just did revealed your entire family tree? No secrets hidden, no matter how twisted or tangled the branches are. And, what if I told you that same spell tells me exactly the kind of relationships between two people on it?”

“What is this?” Gwen narrowed her eyes. “Are you about to tell me Ben’s not my cousin? What – am I or him not a Tennyson or something?”

“You’re… half-right,” Gwyneth gestured with a smile, “Ben’s not your cousin, but you are both still Tennysons. Actually, if I had to say it, the two of you are a bit closer than cousins.”

“…huh?” Gwen gulped, staring at her doppelganger inquisitively.

“Oh, come on!” Gwyneth groaned. “Same date of birth, born in the same hospital, rhyming names… You know all of that, right?”

“Of course.” Gwen answered at a whisper-level. “Why are you telling me all that?”

“Because, I just met you guys and I can see it.” Gwyneth grinned, “You guys aren’t cousins… You’re twins!”

Chapter Text

“So,” Ben looked through the stack of Sumo Slammer cards with avarice, unable to resist the allure of the gold foil squares for long, “You’re famous and you own Sumo Slammers!?” That had been a shock for him to discover - the reason why Kirby (which Ben had quickly taken to calling other Ben for both Gwens’ benefits) had an unreleased run of Sumo Slammers cards was because Kirby owned the company.

“Yep!” Kirby kicked his feet up, relaxing slightly on the bed, idly kicking his feet together. “First thing I bought when I had the money.”

“Cool…” Ben breathed, before pulling his attention away from the cards. “And you found the Omnitrix when you were ten, too?”

“Yep.” Kirby nodded, showing off his Omnitrix – the splitting image of the full-production watch Azmuth had created before the original universe went bust. “This thing crash landed when we were vacationing in Yosemite.”

“Oh, same.” Ben snapped his fingers and pointed, though Kirby didn’t look surprised in the slightest by that… though he did appear oddly pleased to note that fact.

Still, the hoodie-wearing teenager continued. “It jumped onto my wrist, got stuck, and I’ve been playing hero ever since.”

“Really?” Ben questioned. “You didn’t take it off at all?” Kirby shook his head, and Ben went on. “That must be where our worlds diverged, then. I took it off after… After a bad day.” Ben gulped, scratching his arm near the Omnitrix. “Didn’t put it back on until the DNAliens started showing up.”

“No,” Kirby’s lips twitched and he shook his head, “I don’t think that’s it. I mean, look at Gwyneth.”

“Oh… yeah, her.” Ben awkwardly shifted his balance. “You’re sure she’s not your cousin.”

“A billion percent.” Kirby answered in a heartbeat. “I made sure of it.”

Ben quizzically tilted his head at that, asking why he felt the need to without asking aloud.

Fortunately, Kirby could pick up on the subtle nonverbal movement. “It’s a long story, and I don’t feel too… ready to share it right now.”

Ben nodded slightly, before scratching his head. “And you two aren’t, uh… you know…” He made a loop with his left hand, sticking a finger through awkwardly.

Kirby let out a quiet, snorting chortle as he turned away. “No. She’s a beautiful woman, but… Cuddles are fine enough for me right now.”

“Aww, is the widdle guy a cuddle bug?”

“Nothing wrong with cuddles,” Kirby answered, leaning back with a slight smile. “You ever just… Really, really want to be hugged? Just… like, just to have someone tell you that you’re loved, and they’re not going anywhere?”

“Uh… yeah, I guess.” Ben shrugged, shoving his hands into his pockets uncomfortably. That was a weird thing for someone to say aloud, especially to a stranger. Well, Ben supposed Kirby wasn’t a stranger – but still, it was beyond odd, verging into the realm of squicky, so Ben decided to very swiftly change tracks with all the grace of an elephant doing the Charleston.

“So, uh… If the big difference is you and Gwen aren’t cousins, then how’s that affected things here?” Ben inquired. “Did you still defeat the Dagon? Vilgax and the Highbreed?” And the big one; “Did the Annihilargh go off?”

The flicker of a shadow went over Kirby’s face, though Ben couldn’t say for certain what line of questioning brought it up. It quickly faded, and for that matter, Kirby gave a near non-answer. “Things happened much the same way here, I guess. Got the new Omnitrix, kept unlocking new aliens. I’m up to seventy now.

“Seventy?” Ben bemoaned. “I’ve only got about fifty.”

“Heh,” Kirby chuckled, doing that infuriating thing smug people did when they thought they were better than you did with the popping of their collars and all, “Maybe one day, you’ll get on my level – an adoring public, a roster of alien heroes, merch…”

“Merch?” Ben repeated.

Kirby smiled smugly in response as he hopped to his feet. “Come with me.”

Kirby motioned for Ben to follow, leading him back through the Rustbucket past a stunned Gwen and a smug-looking Gwyneth, causing Ben to look at his cousin curiously. The lights were on, but nobody seemed to be home as she stared ahead blankly.

“Gwen?” Ben asked worriedly. “You alright?”

“Huh?” Gwen blankly replied, turning to look at him. No… She was looking past him, eyes pointed at his face but seeing something far behind him. “Yeah… Yeah, I’m fine. It’s… Nothing. I just found out something about me that I don’t… I don’t quite know how to process.”

Ben quizzically tilted his head, as Gwyneth pushed in.

“Yeah, I told her I’m actually Welsh.” Gwyneth spoke nonchalantly, causing Ben to swivel to face her in shock and abject horror. “Little pooch named Llewellyn and everything. What? My name is Gwyneth, what else did you expect?”

Kirby cleared his throat, tapping Ben on the shoulder. “We should leave them to it. Don’t worry, she’ll be all right.”

“You sure?” Ben turned to his cousin. “We’re heading out, some fresh air might do you some good.”

“No, no, I… I think I need to be with my own thoughts right now.” Gwen answered slowly, putting on a small, albeit forced, smile. Not the kind of forced that felt like she was being held up at gunpoint, but the kind of forced that seemed to come from Gwen’s ever-frustrating habit of trying to keep him at ease.

Ben never liked it when she got like that. Of course, if only he could read her thoughts, he’d know exactly what she was thinking at the moment.

She couldn’t let him know. If he knew… Every little bit of progress they’d made getting him to stop blaming himself for the universe being put back wrong would all go out the window, in an instant.

“Well… If you’re sure.” Ben reluctantly muttered, before turning to his doppelganger. “Shall we?”

“After you, my good man.” Kirby gestured, allowing Ben to walk out first. He shot a look to Gwyneth, before following Ben out, slamming the door shut and leaving the two Gwens to stir in their thoughts.

-----------

Ben looked around in shock as his doppelganger led him into a bright green, white, and black brick-and-mortar store, proudly claiming itself to be ‘Planet 10.’ A pun that Ben got and summarily rolled his eyes at. But the short moment of exasperation couldn’t last before being replaced by a feeling of disconnection and woeful inadequacy at his surroundings.

“Welcome, Ben, to my El Dorado.” Kirby smiled, twirling around the bright store. The floor and ceiling pulsed with green light – the entirety of the surfaces made of frosted glass panels with green lights behind them. TV screens around the store played silently, showing off a montage of his fights, commercials, and even interviews on a loop.

Merchandise filled the store in large racks, all built around a circular desk in the middle with scanners and registers, not manned by anyone. Near the back was a not-so-punnily-named Planet Smoothie (the pint-sized in-store version of a Mr. Smoothy).

“Check it out,” Kirby walked over to the shelves, gesturing around, “Ben 10 the Comic Book,” Kirby pointed proudly at an issue with a gaudy cover of him and a woman who bore no small resemblance to Kai Green in poses ripped from an old pulp magazine cover, facing off against a pastiche of Vilgax in a showdown declared as ‘Ben 10’s Toughest Battle Yet.’ “Ben 10 t-shirts, polos, hoodies, pants,” He pointed to each item of clothing on the racks, every one a double of his signature outfits from when he was a kid to how he was now. “Ben 10: The Game, Replica Omnitrix, and you can’t forget the Ben 10 Talking Action Figure!” He beamed with pride at that one, taking the box off the shelf and putting his finger through the ‘Try Me’ cutout on the front.

“It’s Hero Time!” The action figure sounded with an extremely choppy and low-quality speaker.

“And, of course, one of Gwen.” Kirby proudly showed off the doll of realistic proportions, hitting the demo button on it as well.

“Peturbo!” The figure sounded.

“Wow, that’s…” Ben blinked, staring at it curiously as a few words came to mind. Corporate being one of them. He’d sold out a little bit, yeah, but he’d never gone and turned himself into a brand! “Something. Do other superheroes have stores like this?”

At that, Kirby threw his head back, and let out a deep belly laugh. “Other superheroes?” He snorted, causing a chill to go down Ben’s spine. “I’m the one, the only superhero on Earth! Well, besides Gwyneth.”

“Besides…” Ben weakly repeated, looking down as his mind went somewhere horrible. He shook his head, sighing to himself. He couldn’t get emo about everything – for all he knew, this world never had any other superheroes. Not like his, where even pre-Annihilargh Earth was home to Captain Nemesis.

“So,” Kirby grinned, throwing an arm around Ben’s shoulders, “What do you think?”

Ben looked around, thinning his lips as he examined the place. “I think this is wrong.” He honestly answered, looing at his doppelganger. “Being a superhero’s not about the fame, or the merchandise, or the money – didn’t Grandpa Max ever tell you that?”

Kirby chuckled. “Ben, come on – if it helps, I’m giving back to the community. These stores are worldwide, you know – I’m a billionaire! If a super-powered beatdown happens, then I comp the bill, no strings attached.”

“If you’re a billionaire, you can do a lot more than that.” Ben accused. “Like… fight homelessness, world hunger – all kinds of other issues that the Omnitrix can’t!”

Kirby chuckled again, shaking his head with a smile. “Those things don’t happen here, man.” He leaned against the counter, devoid of employees as he looked at his doppelganger. “No homelessness, everybody gets enough food to keep ‘em fat and happy, diseases aren’t a problem, crime’s nil, and a whole bunch of other stuff on your list’s not a problem, I wanna bet.”

Ben’s jaw fell open slightly, “No… that’s not possible.”

“It is,” Kirby retorted with a grin, a smug, infuriating expression that Ben was sure was the same expression that made Gwen want to knock his own teeth in. “People are good to each other here, man. No crime, no hunger, no worries, no fighting.” Ben stared in disbelief, causing Kirby to hold up a finger. “You were curious about why there seemed to be no staff, right?” Kirby walked over to a shelf, grabbed one of the Gwen action figures, and moved back over to the counter. “Here’s your answer.” He scanned it through, paid, and passed it over to Ben. “All self-service, dude.”

“Nah, there’s got to be cameras, or someone…”

“There isn’t.” Kirby shrugged simply. “I just trust that people can behave themselves. It’s like this everywhere, man.”

Ben looked down, slightly stunned at the sheer confidence his double spoke with… but then again, he believed it, too. No crime on the streets, no issues – not even a single solitary piece of litter or even a homeless person.

“And if you think that’s cool, come check this out.” Kirby led the way out of the store, waving his double along.

Ben looked uncertainly at the figure in his hands, before taking off after him, wondering what he had in mind next.

---------

“You’re lying.” Gwen immediately accused Gwyneth once she processed ‘the words.’ That was all she could really bring herself to refer to them as – being such a life-altering event that being born didn’t hold a candle to it, in her opinion. It had to be a lie. It had to be.

“Why on earth would I lie to you about this?” Gwyneth raised an eyebrow sarcastically in response.

“Because, oh, I don’t know, we just met and you were trying to kill us!” Gwen retorted furiously, flapping her arms about with all the grace of a tube-man. Her double had been nothing but abrasive, smug, pompous, and self-opinionated-

‘Holy shit.’ Gwen thought to herself. ‘Was this what I was like when I was younger? No wonder Ben couldn’t stand me.’

“And now I’m not, so you could stand to listen, all right?” Gwyneth narrowed her eyes in response. “Seriously, I have nothing to gain, personally, from telling you this. So why would I lie about it?”

“I don’t…” Gwen swallowed, as her teeth began to chatter. “I don’t know. But there must be a reason. Why else would you tell me?”

Gwyneth tilted her head, her eyes becoming blurry and unfocused as she stared off into space with all the same expressiveness of a porcelain doll. It returned to her after a moment, and she shook her head. “Look, I just wanted to take a look, and I figured this isn’t something I should keep hidden from you, all right? Nothing meant by it. I’d show you, but I don’t have another lock of your Ben’s hair.”

“That’s… That’s fine.” Gwen breathed out, feeling like someone was dancing over her grave as she shifted uncomfortably in her seat. “I believe you.”

Ben, the mega-doofus, the guy who couldn’t keep himself out of danger to save his life…

He was her brother. Her twin.

“…I knew.” Gwen hoarsely admitted, staring ahead. “Part of me always knew.” She realized, looking down as she clutched her head in her hands, and it all began to make sense. Like a puzzle, every piece began to fall into place and give her the full picture. All the conversations about how they considered each other siblings, the remarks from Albedo and Azmuth, and even Ben had commented once that he was surprised Alien X didn’t just make him her brother-

Only Alien X had. The only thing was; Ben was oblivious, either by his own hand or something else.

She wanted to jump for joy.

She wanted to fall down and scream.

Because the reality was, with a secret like that, the only way it could stay secret was if a lot – a lot of people kept their traps shut and lied about it.

A brother was all she’d ever wanted, and yet… she couldn’t help but feel devastated. Enraged, in some respects. Who in their family knew? Who was keeping the secret from them?

Who were their parents? Had Carl and Sandra taken in Ben? Or had Frank and Natalie taken in her?

“…you look like you need a second.” Gwyneth gently spoke, turning away from her other self. “I’ll give you some time-“

A bleeping noise sounded from the front of the motorhome, causing Gwyneth to run over, hitting a button on the dash.

“What is it?” Gwen sniffled, sucking in her tears through her stuffed nose, as her alternate moved quickly.

“A proximity alert.” Gwyneth answered, tapping the keys quickly. “Let’s see-“ She stopped as a scan of a strange amalgam of different aliens was pulled up. Different features such as Upgrade’s circuitry, four arms, and others from the different Omnitrix aliens were all seemingly haphazardly stitched together into one enormous Frankensteinian body, with a human-ish head on the torso.

Gwyneth’s eyes narrowed, as a flash of a blue aura rippled around her body with her fury. “Kevin.” She turned to her alternate, her look turning gentle for just a moment. “You can stay here. I’ll grab my Ben, and we’ll handle him.”

Gwen opened her mouth, but Gwyneth left no room for argument as she ran out of the camper.

Gwen sighed, relaxing in the seat slightly, just her and her own thoughts.

Chapter Text

“See?” Kirby gestured around with a smile, walking past a crowd of adoring fangirls. “Clean air, green grass, no crime, no litter, nada.” He took in a deep, happy breath. “Paradise, my friend.”

“Uh-huh.” Ben slowly answered, as his confusion and disconcerted feelings mounted inexorably – all piling into a crooked Jenga tower of wrongness that was screaming at him. Why had the Enemy – a bad guy – sent him to an Earth that by all metrics seemed to be a utopia.

“You know, it doesn’t sound like you appreciate it all that much.” Kirby remarked with an all-too-innocent tone of curiosity about him. “How come? It’s everything we’ve ever wanted, man.”

“I don’t know!” Ben admitted at last with a groan. “It’s great, don’t get me wrong, but… It just feels off to me. It’s not home, I suppose.”

“Eh, makes sense,” Kirby noncommittally shrugged in response, sounding dead bored by the conversation, “Even if your home isn’t as nice as mine.”

“Hey, what’s that supposed to mean!?”

“I’m just saying.” Kirby smiled in response, coming to a stop. His eyes suddenly narrowed.

“What are you-“

“Tennyson!” A wild voice bellowed from the air as a towering, hulking mutated monstrosity dropped from the air, landing across the park.

Ben recoiled in shock, taking a step back from the monster in horror at seeing the face of an old friend, disfigured and half-alien. “No… Kevin?”

The mutant Kevin looked between the two, letting out a low, rattling growl as he began to take a slow, stomping hobble toward them. “Two of you… Good! I can kill the both of you and take both your Omnitrixes!”

“I don’t think so!” Ben immediately snapped back, lifting his watch. “It’s He-“

“No.” Kirby grabbed his arm, looking piercingly at Ben. “I’ll handle him.”

“Come on, man, it’s Kevin!” Ben gestured toward the mutant, as he began to speed up. “I can take him down without killing him!”

“Kill?” Kirby replied, pressing two of his fingers to the Omnitrix’s faceplate. “Who said anything about killing him?” The holographic scrollwheel appeared, beeping as he went through the options, and let go.

Kevin let out a furious roar as Kirby’s Omnitrix opened, allowing the core to spring up with the rapid, high-pitched beeping that came from the watch awaiting its user’s input. Kevin drew back, forcing his fist forward before Kirby slammed the watch down.

Ben let out a gasp as Kevin’s fist collided, slamming into an immovable black figure, hovering suspended in the air.

“Alien X?” Ben breathed out in confusion, as his head began to hurt and the world seemed to get stranger and stranger. “Against Kevin? That’s more than a little excessive, you know!”

Alien X floated stiffly, ignoring Ben as Kevin’s fists dove into the Celestialsapien’s body over, and over, and over again. They looked ahead, their glowing white eyes seemingly devoid of anything, before their voices rang out all together.

“Corrective action motion carried!” Alien X declared, not even needing to twitch a finger as green waves of light rippled out from their body. It struck Kevin, knocking him back as a cage of energy materialized around him, along with Plumber officers guarding it.

Ben’s mouth fell open as he got to his feet, and Gwyneth popped into existence next him. Ben looked around, demanding an explanation in a statement that never left his mouth, as Kirby’s Omnitrix timed out, leaving him human.

“How many times do we have to teach you this lesson, Kevin?” Gwyneth shook her head shamefully, like she wasn’t just dragged to the middle of the park.

“What the hell!?” Ben demanded immediately, causing Kirby to turn and look at him with icily narrowed eyes. “What just happened!?”

“Uh, my Ben just went Feedback and overcharged Kevin to the point of sickness?” Gwyneth scoffed at him. “Where the heck have you been?”

“Right here, where I have been!” Ben gesticulated madly. “Where’s my Gwen, what just happened, and why don’t you-“ Ben stopped, freezing in his tracks in horror as he realized what was going on. Kirby still had Alien X. Kirby wasn’t afraid of using Alien X. And he had just used Alien X to rewrite reality to the extent it was an instant ‘I win’ button, in a violation of every rule Ben himself had for using Alien X.

Ben’s eyes widened in terrified realization, as everything he witnessed in this world came back, hitting him like a dump truck.

Kirby hadn’t been surprised to hear Ben and Gwen were cousins. He had a reaction to the mere mention of the Annihilargh.

Paradox – the Enemy – had sent him here after a failed attempt to recruit. An attempt to get Ben to act as his co-ruler for whatever it was he was planning, and Paradox had sent him here, to a world where there was little crime, everything was clean, and he was a superstar. And he’d been sent after Paradox had said he’d show Ben that he was the right man for the job.

Ben… the right man to run a universe.

Ben stiffened in repulsed horror and disgust as he realized what was going on here.

“You didn’t…” Ben accused quietly with wide eyes. “Tell me I’m wrong!” He bellowed, running over and grabbing his double by the shirt.

“Why this is a fine how do you do,” Kirby snorted, as Gwyneth’s eyes flashed blue and her arms shot up, “Ah, nope, no! Nobody do anything. We’re all fine, we’re all calm, we’re all just talking this out like civilized people.” He spoke slowly and smoothy, entirely confident and secure that he was in control.

Ben gulped to himself, realizing that his double was in control. As long as Kirby had Alien X, he had complete control over the entire universe – never mind the situation.

“Say, Gwyneth, now that we’ve dealt with Kevin, why don’t you go check up on your double?” Kirby suggested, staring at Ben.

“But-“

“We’ve been gone for a while.” Kirby cut her off. “Best let her know we’re all right.”

Gwyneth narrowed her eyes, turning around.

“Guys!” Gwen gasped, running into the park. “What’s going on!? I saw what looked like waves-“ She stopped, staring at Ben and the double in his grip. “Oh, damn it, Ben…”

“Oh, never mind, she’s here, good.” Kirby chuckled with a smug grin. “Maybe she can explain what’s gotten into you.”

“Don’t play dumb with me.” Ben lowered his voice, growling at his double. “How long?”

“Hmm… How long what?” Kirby theatrically asked in response.

“You know what I mean!” Ben snapped. “How long have you been using Alien X to make your world into your own private playground!?”

The Gwens looked at each other in shock, turning to the Bens with accusatory expressions.

“Oh, that.” Kirby chuckled, chewing on a knuckle. “Let’s see, it had to have been… Well, ever since I unlocked him.” Kirby answered after a moment.

“You… you…” Ben shook, quivering with rage. “You monster!”

“Sorry… what?” Kirby growled in return.

“That’s not what this is all about! That’s not what we’re supposed to use Alien X for!” Ben practically screamed. “The universe isn’t some sandbox you can build and smash in to your heart’s content – there are people in it! Real, living people!”

Kirby cocked his head dangerously in response. “Oh, there are… And most of them seem to appreciate the world I’ve built for them. Why not you?”

“Because it’s wrong!” Ben bellowed in response. “People are going to fight! And there’s always going to be at least one, who lies, and cheats, and steals because they like it! A guy who gets his kicks off picking on the little guy! This world you showed me wasn’t built for them, they were changed to fit into it! You’re forcing them into it!”

“If I have the power to make a perfect world,” Kirby began, staring Ben dead in the eye, “Why shouldn’t I?”

“Because we’re not gods!” Ben snapped. “We’re people! We don’t have the right to make these decisions any more than Vilgax has the right to conquer the universe!”

“What’s going on?” Gwyneth leaned over to Gwen, whispering.

“You know, ever since we got here, I couldn’t help but think this place felt wrong somehow.” Gwen gulped, taking a step back. “I think this is why.”

“How many times?” Ben growled at his double, as his grip went so tight his hands matched the hoodie’s off-white coloring. “You don’t even know, do you? That’s why Paradox sent us here, damn it! You’re a Ben who let the power get to you.”