Archive of Our Own ^beta

Chapter Text

???’s perspective

Location: Woods

“Aw, man. This is gonna be the worst vacation ever. I might as well have gone to summer school.” A young, 10-year-old child grumbled to himself as he walked through the woods.

And what’s worse, he was looking forward to spending time with Grandpa Max, but now he is also stuck with his dweeb of a cousin as well.

Though, before this child could continue with his line of thought, he noticed something up in the night sky.

“Whoa! A shooting star!” The child cried out in surprised amazement, as he saw what he believed to be a shooting star fly through the sky. But that feeling soon turned to surprise and fear when that ‘shooting star’, suddenly changed its trajectory and began to fly down right towards him.

“Aaaahhh!!” And as expected of any child in his position, the boy began to run away and thankfully just got out of range, but the ‘shooting star’ landing was still able to crash into the ground hard enough to cause a shockwave that sent the boy flying forward a bit and creating a creator while smoke and debris flew into the air.

Getting back up to his feet, the boy looked at the crater filled with rising smoke for a moment before walking forward, his curiosity getting the better of him…

“Well, this simply won’t do.” But unknown to the child, a man wearing a white lab coat with brown and black pouches and gold trim, and underneath, there was a black turtleneck with a white scarf, and his brown vest has gold buttons and pouches, a metal gauntlet on his right arm, a fingerless black glove on his left and black pants with brown kneepads, and a pair of brown boots with gold straps was watching.

And so, with that comment made, a circular blue portal appeared by his side and he walked through.

Location: Prime Timeline, Bellwood

“You did a good job out there today Ben.” Hearing the voice of his Grandpa Max, Ben Tennyson, the hero that has saved the universe and others more times than he could count, smiled at the words of praise as he returned to human form in front of a Mr. Smoothy.

“No problem Grandpa. I mean, how many times have I beaten the Forever Knights by now.” The young teen replied back, getting a small chuckle from the comm in his ear.

“I suppose I have to give you that much. Still, don’t let this get to you like you have in the past.” Max cautioned his grandson, who just grabbed a smoothy and paid for it.

“Fair enough. Anyways, I’m going to take a break for the rest of the day, so let me know if you need help if something pops up.” Ben told his grandfather before ending the call and taking a sip of his smoothy.

But then he frowned when he noticed everything come to a stop.

“I do hope that offer would extend to me, Benjamin.” But the teen then smiled as he recognised that voice, turning around and seeing a certain time travelling professor.

“Hey Paradox. So, what universe threat do you need me to bear this time?” Ben created the man as Professor Paradox stopped in front of him.

“In terms of your timeline, none. At least I think so.” Paradox told the young hero, though he took a moment to grab his pocket watch to check for a moment.

“But no. I need your help to deal with a potential Multiversal threat.” The time traveller told Ben, who frowned at that. But before he could ask what was going on, he suddenly found himself and the Professor in a black void, with only a circle showing a scene that defined Ben’s life.

“Why are you showing me the time I found the Omnitrix?” The young Tennyson questioned, causing Paradox to shake his head.

“Because this isn’t your past, Ben. This is another universe, and I will be needing you to act fast, to prevent many deaths.” The older human explained as Ben raised an eyebrow at those words. But his eyes widened in shock and horror when instead of seeing the Omnitrix leap onto his counterpart’s left hand, some monstrous version of the watch did, with 3 metal tendrils piercing into his younger self’s flesh and visibly doing something beneath the skin.

“Paradox, what is happening!?” Ben yelled in shock, causing the scientist that was scattered throughout time to sigh.

“Something I believed was stopped, but is happening again.” Was all the man said as both humans watched what was happening.

And when Gwen showed up, Ben suddenly had a horrible feeling.

“Ben, is everything okay? I heard screaming.” The younger version of his cousin asked as she approached, which seemed to trigger this version of the Omnitrix…

“AAAAAAAAAAAAGGGGGGGGGGGGHHHHHHHHHHHHH!!!!!!!!!” Because the Ben of that world screamed in agony as he was set on fire, and as that was happening his body began to transform, blood turning into fiery plasma and melted skin turning into red rock that morphed into a disturbed, but familiar shape to Ben 10.

Because this messed up version of Heatblast stood an extra foot taller then the teenager Ben’s own, with eyes that were pure black beyond a single white dot in his right eye and a more devilish face that was carved out of molten rock.

“You may want to act now, Ben.” Paradox said, snapping Ben out of his horror as he touched the Omnitrix and brought up the hologram display, and looked for a specific Alien, and when he found it, he slammed his hand on the watch and transformed.

“Ben, what happened to you!?” Gwen cried out to her now transformed cousin in horror, watching at he looked over his shoulder to stare at her with a pure black eye beyond a white dot in his right eye.

“G-GWEN!! I-I CAN’T CONTROL MYSELF!!! PLEASE, RUN!!!!!” The now transformed Ben yelled at his cousin, and just as the child that no longer had control over his body leapt forward to grab Gwen’s face…

A sudden and powerful stream of water hit him right in the chest, sending the fiery monster flying backwards and through a few trees, while Gwen snapped her head in the direction of the blast of water to see what just attacked her cousin.

“You might want to run while you got the chance.” Water Hazard, Ben’s Orishan transformation, which was a red mollusk-like alien that looked like it was wearing armour spoke told the Tennyson girl as he walked forward to stand in front of her, his eyes trained solely on his counterpart’s Pyronite form.

“Wha!? Wait, that’s my cousin!” Gwen told the transformed teen, who looked down at her.

“And he tried to kill you because he lacks control of his body. Go, I’ll make sure to save him, but you being around can get you killed and it would devastate him.” The hero told his alternate cousin, who looked conflicted, until the out-of-control Ben stepped forward from wherever he was launched to, his flames put out.

“PLEASE GWEN, RU-AAAAAAAGGGGGGHHHHH!!!!!!!” The child tried to beg at first, but his plea was cut off as the device on his chest glowed a sickly green and a new transformation took place. The rocky appearance of the Pyronite crumbling away to reveal the 10-year-old child that he really was, before his body instantly began to convulse and grow in mass while his skin turned red.

Then, the transformation was completed when the kid’s eyes once more turned to pure black, but this time, the two organs split in two to create more eyes for his face, and thin red arms ripped their way out of the 10-year-old’s back.

“GO!” Water Hazard ordered Gwen, who finally listened and ran from the two transformed humans, just in time for the monstrous Four Arms to miss her when he leapt forward to attack with pure savagery, running right through the water alien’s torrent blasts of water to grab his face and slam him into the ground.

Seeing that his current form was outmatched, Ben slammed his hand onto the Omnitrix and his own form shifted, but unlike his counterpart, the change was instant as he became Greymatter, confusing the other watch holder as he looked around with a growl, not noticing the hero running up its large arm.

“Hopefully I can see what is wrong with this Omnitrix and fix it.” The now Galvan comments as he reached the shoulder that the device rested upon, and upon seeing it with his new intellect, the being whose species was arguably the smartest in the universe could only stare in horror at what he saw.

“What the!? What was this Azmuth thinking when making this watch!?” The teen yelled in horror, which drew the Four Arms’ attention as he stared at the tiny being and growled.

“Oh…. Uh, hi there….” Was the only reply the hero could give, but when a hand went to try and squish him, Greymatter slammed the Omnitrix on his on his back, instantly changing his form again and then created distance with his new alien.

“Sorry, but I don’t feel like getting squished!” Bloxx declared defiantly before the Lego Gorilla threw out a punch that extended his arm, slamming it right into the monster alien’s face and made it stumble back from the blow, but it easily caught the next punch and tore off the limb, but it was instantly replaced as the two glared at each other.

Then, the two charged at one another but Bloxx changed his form, but did not turn into a new alien, making a Lego dome around his counterpart and while he was able to break it with only a few blows, Bloxx was rebuilding himself too quickly for his opponent to escape.

“Well, good news is that he seems to be weaker than I was at his age. Guess this world’s Azmuth did something right there.” The hero commented to himself, hoping that Paradox would be back soon with Ben’s own Azmuth to fix the damage being done to his other self.

However, when hearing a scream from within the dome that was currently his body, Ben was too slow to stop what would happen next, he was suddenly rammed into from inside and it allowed his counterpart to escape. And upon looking up has his body rebuilt itself, Bloxx glared at what he could only assume was the monstrous version of XLR8 thanks to the alien’s tail, which growled ferally at him before charging forward and breaking Bloxx’s body again.

Seeing that this was a bad match up in terms of keeping people safe, Ben slammed the Omnitrix once he built an arm on his chest and changed forms once again, becoming another speedy alien of his.

“Fasttrack? Well, let’s see if he can dethrone a version of XLR8 as the fastest.” Ben spoke in surprise, having not used this alien in months. Regardless, he smirked as he stood up and with his own impressive speed, evaded his other self’s charge and countered with a kick to the face, slamming the monster into a tree.

“Come on buddy, you should be faster than that!” Fasttrack goaded the savage Kineceleran, which growled before it turned around and ran away in the direction of…

“Wait. GWEN!!” Quickly realising where the monster was going, Fasttrack was quick to pursue his opponent, catching up after a few seconds that seemed like minutes to the 2 speedsters and grabbed the younger version’s tail, which snapped its head to look at him.

At that point, the hero transformed again, this time growing noticeably in size to the point where the XLR8 was nowhere close to touching the ground.

“You have some nerve, you know that.” Humungousaur growled in rage at the being controlling his counterpart’s body, which only grinned in amusement that served to only enrage the teen even more, as he spun around and slammed the monstrous alien into the ground.

However, his opponent began to shift form again, as crystal spikes burst out of the Kineceleran’s back and grow in size, and mid-way through the transformation, the possessed boy spun around with a blade arm made out of crystals to try and slit Humungousaur’s throat, but the hero proved this form’s reflexes to once again be shockingly fast, as he leaned back to evade and let go in the process.

But this only delayed things for a second, as his counterpart’s watched finished turning the younger Ben into a Savage Diamondhead, who slammed a foot spike into the ground and made large and sharp crystals appear from beneath the ground to attack the Vaxasaurian, and while it didn’t even cut into skin, it did trap the alien as he guarded against the attack.

Glaring at this tactic, Ben slammed his hand once again into the Omnitrix, turning into Big Chill and having himself phase through the constructs that trapped his previous form, stepping out as he and the monster alien glared at each other.

One was fighting to protect, and the other fighting for the sake of mindless killing. And between these two watch wielders…

Paradox could only hope Ben Prime won before things went too far.

Chapter Text

Ben’s perspective

Location: Woods

“I think that you need to ‘chill’ out.” Big Chill told the thin Diamondhead, flying out of the way of a volley of Diamond projectiles before then unleashing a blast of freezing air ay his out-of-control counterpart, which caught him for a moment before it powered through and broke out of the ice.

However, it appeared that it realised this current form would be no use, so another transformation took place as the crystal-like body of the Savage Petrosapien began to crack and crumble, until an explosion of flames occurred and it returned to being Heatblast.

Looking up at Big Chill, the pair glared at each other until the Necofriggian and Savage Pyronite raised their arms above their heads and unleashed a blast of solid ice and fire at each other, their elemental beams struggling against each other for a few moments until it seems like the natural advantage of fire was winning before then instantly blasting away the ice and the spot that Big Chill was flying in.

But it only looked that way. Because Ben decided to give up on this offensive and fly away while going intangible, and once he was above his out-of-control self, slammed his hand against the Omnitrix, causing a flash of greenlight that caught the Heatblast’s attention.

And it had no hope of being able to get out of the way when what seemed to be a large suit of metal body slammed it, pinning the monster easily beneath its weight.

“I suggest staying down. After all, this one is practically your worst nightmare.” NRG warned his possessed counterpart, who growled and raised its fire power to the max, trying to blast its foe off of it. However, NRG was practically immune to heat, so it would do little good.

Sadly, this was something that the Carnitrix’s AI seemed to realise, repeating the process it took to become Four Arms, and with its new strength and limbs, NRG was surprised when he was grabbed and thrown off, easily breaking, and going through many trees until eventually grabbing the dirt and skidding across the ground.

“Huh!? What the hell is that!!?” However, before Ben could begin to run back in the direction of the Savage Tetramand, he froze up at the scared question and turned around…

Only to have found himself at the camping sight where he fought against Vilgax’s giant robot so many years ago.

“Aw man.” Was Ben’s only words at that, especially when he heard his counterpart crash onto the ground only a few feet behind him, having likely leapt here.

Max’s perspective

Location: Rust Bucket camping site

“GRANDPA!!!” Hearing the scared voice of his granddaughter, Max hurried over to where it was as he saw her returning to his RV, but still with no Ben.

“What’s the matter Pumpkin?” The former Plumber questioned Gwen as soon as he could, kneeling down to gently hold he shoulder, but was surprised when she gave him a full hug.

“I-I don’t know!! I found Ben when we heard his yelling, only for him to suddenly catch on fire and become a monster! Then, he begged me to run, saying he was out of control, then another monster showed up and I left after Ben changed again, and… I don’t know what’s going on!!” Gwen tried explaining to him, making the older Tennyson widen his eyes in shock at her answer.

“Wait… no, could that madman have actually…. Oh god, Ben!!” With realisation kicking in, Max took a moment before getting Gwen off of him, confusing his granddaughter as he entered the RV.

“Grandpa…?” She tried asking, but Max side as he got to the driver’s seat of his home and pushed a few buttons, and after a few moments, a monitor came down next to the table, confusing his granddaughter further.

“What is it Max? Me and Vilgax are already busy with a mission.” Tetrax questioned the elderly human, his eyes only briefly shifting to Gwen when he saw her on the screen and heard her gasp in shock at the sight of him.

“The Carnitrix is real, Tetrax. And it’s on earth and using my grandson.” Max spoke seriously as he gave a hard look, making the alien widen his eyes in surprise before looking over his shoulder.

“Vilgax, I have the device’s location!! Set course to earth, now!!!” The Plumber yelled to his partner, instantly hanging up so he can his alley could arrive as soon as possible. And with a sigh, Max turned around and walked towards the bathroom.

“Grandpa, what’s going on? Do you know what’s happening to Ben?” His granddaughter asked, making Max pause before nodding his head.

“I do. And I will explain everything, but for now, I need to save your cousin and help the one currently facing him.” Was all Max said before closing the bathroom door, and upon pressing his hand against a few specific tiles, the wall to the bathroom shifted…

Revealing his old Plumber uniform.

Ben’s perspective

“Run!!!” Ben yelled to a little girl behind him, making her scream and flee as his counterpart used Four Arms’ strength to hit him in the side and fly into an RV, making the vehicle flip over and crash onto its side. But before the monster could decide between trying to kill a human or pursue Ben, the possessed child was blasted in the chest by a beam of concentrated radiation that tore out through the RV that NRG was thrown into, sending the savage alien flying until it crashed into a small building, causing the structure to collapse.

“I won’t lie, getting hit like that is something I am not used to.” NRG commented as he tore a hole open in the RV, using the already made hole from his previous attack to help in that task. And with him stepping out, he approached the rubble and stared at it.

“Why isn’t he coming out?” Ben thought to himself as he glared at where his out-of-control self was buried. But upon hearing a horrifying scream, he spun around.

“No!! I forgot about Ghostfreak!” Ben yelled as he saw the ranger for the woods bending his body in painful way as his eyes now glowed black and purple, before attempting to lunge at a young couple. However, the hero slammed his hand on the Omnitrix as his form shifted once more.

Thankfully, before the possessed man could reach the terrified and running couple, he was frozen solid by a blast of ice, forcing the savage Ghostfreak to leave its current host before shifting its singular eye to glare at the transforming hero. With this alternate version’s current form looking like Ghostfreak from when Ben was 10, except the tentacles hidden underneath were peeking out of the gaps that existed within the protective layer of its secondary skin that defended it from the sun, and Zs’Skayr’s claws were on full display.

“Sorry, but I ain’t letting you hurt anyone!” Arctiguana yelled out before charging forward while shooting another ice beam from his mouth, which the Ectonurite screeched at while turning intangible and flying towards Polar Manzardill, who slowed down and once again slammed the Omnitrix to transform.

“Eat this!!” Shocksquatch yelled just as the monstrous Ghostfreak tried grabbing him while intangible, but the murder machine was forced to scream out in pain as the Pattersonea’s electricity was able to ignore the intangibility of the alien form, forcing it to go flying while its body began to smoke right next to an RV.

However, it barely stayed down for a few seconds, as the Carnitrix began to transform the child’s body once again and the teenager watched as Ghostfreak’s body (Ben would be lying if he said he didn’t feel bad for the version of Zs’Skayr in that watch) contort before a black the tentacles began to melt and cover the alien’s body, and soon after, many green lines before to form as a Savage Upgrade stood up.

“Aw man….” Ben said as he then saw the Upgrade merge with the RV next to it, seeing the vehicle turn into a large mech thanks to the alteration the Savage Galvanic Mechamorph did to it.

Glaring down at the hero, the possessed child was force to raise both of its new arms above its head and tried to slam down on him, but Shocksquatch was just able to leap out of the way, but he was out of the fire yet, as an altered version of an electric fridge appeared on its arm and blasted large amounts of ice that struck the hero, pinning him to the ground.

“Gah!! Well… this certainly isn’t the worst situation I have found myself in.” Ben commented a little dryly, and while his body was pinned, the Hero was able to raise his body up and slam the Omnitrix against the ice pinning him down.

“Alright then. Come at me!” Humungousaur yelled to the controlled and altered vehicle before charging forward and picking the thing and running into the forest with his counterpart, being able to ignore the blows, whether blunt, spike or sharp, to get them away from innocent people. But so focused on this, he didn’t realise what his other self was doing until…

“Attempted intrusion detected. Beginning immediate countermeasures.” Hearing the AI voice of the Omnitrix surprised Ben and snapped him out of his focus, making the transformed human realise that his counterpart detached from the RV, meaning he was simply carrying a damaged, but normal RV.

Despite that though, he did smirk when he saw the Savage Upgrade get repelled and practically thrown into a tree by the Omnitrix itself.

“Heh. Nice try, but I dealt with that same trick plenty of times before.” Ben told his opponent with a smirk, though he did silently gag when the Savage Upgrade reformed to its usual appearance.

“God, it’s disturbing to look at an Upgrade with a mouth around its eye and what seems to be a skeleton in there somewhere.” The teenage hero thought to himself, but there was some good news and bad news about what happened next.

Good news, he didn’t have to see this version of Upgrade for long. Bad news, he didn’t have to see this version of Upgrade for long.

Because the younger Ben’s version of the watch forced another transformation, exploding in a burst of pure fire to reveal the Heatblast form once again.

Glaring at the large alien, the possessed child let out a horrible screech as the flames of its body flared up and magma began to leak and drip from the cracks of its body, making Ben widen his eyes before glaring and throwing the RV at the Savage Pyronite.

But it looked like it had this in mind, as it once again shifted forms, shrinking in size while rock crumbled away until a new alien stood. And Ben looked shocked when he saw multiple long tongues grab the RV, and shove it into the stomach on the alien’s body. Revealing that it’s current form was missing a lower jaw and had a bulging left eye, and a short right eye.

“What!? You shouldn’t have Upchuck yet!!” Humungousaur yelled out, and had to block when it fired a blast of explosive vomit, making the large alien take a step back from the force.

Seeing this, the Carnitrix was more forced a transformation as the Savage Upchuck popped like a balloon before it reformed into a thin figure covered in eyes, but many of them were hanging out of the sockets of its body.

“Eye Guy as well!?” And with that surprise, many of the eyes on the body of the Savage Opticoid opened before then blasting at the hero, freezing in in a large amount of ice. But with only a little struggle, Humungousaur overpowered his little prison and broke free, roaring out as he charged forward, about to slam down on his counterpart.

However, Ben froze in shock mid-way through his attack when the monstrous alien swung up the loose eye connected to its left hand, allowing the flesh connecting it to snap so it would go up to Ben’s face before it exploded in a blast of energy, sending the hero flying back a bit before de-transforming, returning to his human form.

“Okay… was not expecting that in the slightest.” Ben groaned out as he stood back up, before yelling in surprise as he just narrowly evaded being blasted by multiple beams of energy. Then acting fast, he brought up the hologram display before slamming down on it just before he could be hit by a final blast from the Savage alien’s chest eye.

“Sorry, but that isn’t effective against this guy.” Chromastone declared with a smirk as he absorbed all of the energy fired at him, earning a snarl as the possessed child was forced to transform again, body contorting as the various eyes popped, covering the alien in blood as it got on all fours, before its body began to physically change into the shape of a Vulpimancer as orange fur grew from the blood.

“GGGGGRRRR!!! RRRRRRRROOOOOOOAAAAAAARRRRRRRRRRR!!!!!!!!!!” And with the transformation, a much larger version of Wildmutt stood, which looked somewhat like its usual form beyond the size and a few bones peeking out of the flesh.

But with it done, the beast now leapt at the hero, who began to charge up rainbow energy…

Before a blue and continued blast of energy knocked the out-of-control Vulpimancer to the side and through a few trees, causing them to collapse on it.

“Huh!? What the!?” Ben yelled in surprise before looking in the direction of the blast, and widening his single eye at who walked forward to reveal himself.

“Give me back my grandson, Carnitrix!” And it was none other than Grandpa Max, an old Plumber blaster held in his hands and wearing the old Plumber uniform.

Chapter Text

Ben’s perspective

Location: Woods

“What!? What are you doing here!?” Chromastone questioned this alternate version of his grandfather, who took a moment to look over the teen, with his eyes lingering momentarily on the Omnitrix before nodding.

“Simple son, this is my home. Also, thank you for saving my granddaughter and trying to help my grandson.” Max told the alien before returning his attention back towards the trees that had the younger Ben buried beneath them, which made the hero realise something.

“He thinks I’m a Plumber! Dang, I forgot that one of the badges the Plumbers used looked like the Omnitrix’s symbol before the ones on earth merged with the larger organisation and a new badge was made.” Ben Prime thought to himself, though he focused back on the current situation when the trees were thrown off, revealing that the Carnitrix had once again transformed the 10-year-old.

And this one shocked Ben, as the device turned his counterpart into a mass of dark green tentacles that looked to be smashed together to create a vaguely humanoid shape, with the form having glowing black eyes and multiple mouths filled with sharp teeth across multiple tentacles.

“Wait… is that meant to be the same species as Vilgax!?” The hero mentally exclaimed in shock, surprised to see a transformation that he lacked not only at that age, but one he still lacked to this day.

Though, it was clear that it wasn’t going to allow them the chance to think further, as the Carnitrix made its current form let out a series of horrid screeches that made the two humans flinch, before then leaping right at Max.

Thankfully, despite being old, the grey-haired Tennyson still had more aging to go before truly losing his reflexes. So he was able to leap out of the way before getting crushed, and seeing this, Chromastone charged up rainbow energy and shot it right at this monster like version of Vilgax’s race, making it yell out in pain before spinning around and slamming an arm into the Crystalsapien and slamming him into the ground. But when it went for another attack…

“No you don’t!” Max yelled before firing with his blaster again, but this time, it seemed to be a sticky substance that reminded Ben of Stinkfly’s goo to hit the savage Chimera Sui Generis, and pin it to a tree.

“Thanks for the save.” Chromastone said, making Max smile at him for a moment.

“You don’t need to thank me you know. Now then…” The old Tennyson said before shifting his attention back to his possessed grandson, who was thrashing about wildly to try and get at them.

“Come on Ben, I know you’re in there! And I also know you’re too stubborn to let that monster control you, so snap out of it!” The grandfather yelled out to his grandson, which made the alien’s thrashing decrease enough to actually look at the retired Plumber just enough for something besides mindless savagery to appear in its eyes.

“G-Grandpa…?” Some of the mouths spoke, in a distorted voice in unison, making Max smile hopefully.

“Yes, it’s me sport! Now come on, I know you can overcome that thing, so fight!” He urged, causing the child to groan before roaring out in pain, his thrashing increasing greatly.

“I-It hurts! Please Grandpa… help m-AAAAAAAAAGGGGGGGGGGHHHHHHHHHH!!!!!!!” This world’s Ben said, begging for help before he then screamed out in agony as his body morphed again, the tentacles receding into his body and the shape shrinking until the Carnitrix made Ben turn into a small, battery looking humanoid with a large, but clearly broken jaw and limbs made out of pure electricity.

“Oh, not one these.” Ben Prime thought to himself just as the now Nosedeenian began to laugh with a maddening cackle and turned himself into electricity to escape from its bindings, before flying towards Grandpa Max, but Chromastone jumped in front of the old timer, preparing to absorb the electricity to neutralise his opponent. But right at that moment, another morph took place and Chromastone was struck by a large yellow, spinning ball and he just had enough time to save his grandfather.

“GAGH!” Yelling out in pain as he was slammed into the ground again, Chromastone felt the Savage Cannonbolt roll in place, with a few spikes now on him that made this process all the more painful, but it was thankfully stopped when Grandpa Max blasted the Carnitrix off of him.

Though, as he got up a bit, his single eye widened in terror at now seeing it spinning right at Max at a speed the old timer wouldn’t be able to avoid, at least not for long.

“NO!” Yelling out in a panic, Ben slammed the Omnitrix fast, his form instantly changing, and just when Max was about to be run over by his own grandson…

Crashhopper leapt right at the savage Arburian Pelarota and slammed his head into its side, sending the spinning ball flying away from the retired Plumber, who looked at him in shock.

“What? Where did you… where did the other guy go?” Max questioned, looking around for Ben’s previous transformation with confusion and worry, causing Ben to smirk.

“You don’t need to worry about that for now. Besides, we still have murder ball right there.” Crashhopper answered while pointing his clawed thumb at the evil Cannonbolt, which began to stand back up with a vicious growl.

“Right… I trust that you know how to fight?” Max said while raising his blaster at his grandson again with sadness in his eyes, making Crashhopper nod his head.

“Yep. Also, don’t do anything, because I have an idea.” He ordered, and while the old man looked sceptical, he nodded his head in silent agreement, taking a few steps back. Something that seemed to help the Carnitrix decide on who to attack next, as it rolled up into a ball and went right at Ben, who smirked while slamming his hand on the Omnitrix again, causing a bright green flash that briefly blinded Max, but once he recovered…

“Got ya!” He was shocked to see Four Arms standing in the place of the previous alien, the Tetramand using all of his arms to grab the Cannonbolt and forcing it to lose its momentum and come to a stop. And seeing this plan work, Ben then raised the upper half of his arms up into the air and forming a sledgehammer with his hands, before then bringing it down, the blow making a shockwave that splintered a few of the surrounding trees and digging his foe into the dirt.

“How did you…?” Max questioned in shock, allowing his attention to be focused purely on the transformed teen when he then saw the Arburian Pelarota contort and morph into his grandson, though the kid was now naked because of all of the body morphs he went through destroying his clothes.

“Yeah, I suppose this would be confusing given what the watch is like here. Still…” Four Arms spoke before his time in alien form ran out, his body now morphing into the green-eyed teen he actually was.

“I think I can explain things pretty well.” Ben said with a smirk, all while holding up his arm to show off the Omnitrix.

Tetrax’s perspective

Location: Earth’s Atmosphere (Plumber warship Bridge)

“We are finally ready.” Tetrax sighed in relief as he got done preparing his tools and entered the ship’s Bridge, looking up to see his partner that gave him a chance after his worst mistake. Though, when he saw his friend’s look…

“What’s up with you? You only ever gained that kind of look when we learned that Azmuth was finally getting close to making the Carnitrix.” The Petrosapien questioned with some worry, making Vilgax sigh with exhaustion while showing the screen he was looking at.

“Take a look for yourself Tetrax.” The older Plumber told him, and when he followed the instruction, the former Bounty Hunter’s eyes widened in shock and horror.

“There are two Carnitrix’s down there!?” He exclaimed, the horrific implications running through his mind a thousand lightyears per second.

“Indeed. And while I know the rest don’t like me keeping all of the tech and resources that I do; we’ll be needing them to take out the devices for sure now.” The Chimera Sui Generis told Tetrax, making the alien stiffen for a moment before looking at him.

“The Chronosapien Time Bomb is something we’ll only use as an absolute last resort Vilgax!” The Plumber yelled at his partner, who scowled while standing up while grabbing the large sword and placed it on his back.

“Trust me, you don’t need to tell me about that, even if I think it’s needed for something like the Carnitrix.” He said, but before the two would head down to earth, Vilgax tapped at a screen.

“Hopefully those robots will keep those devices busy and we can take them by surprise.”

Ben Prime’s perspective

Location: Rust Bucket Camping site

“So… you’re actually Ben?” Gwen asked Ben as they sat outside of the RV, causing the teenager to smirk a little.

“Yep. I look awesome, don’t I?” The teenager questioned her, earning a deadpan stare from the younger version of his cousin.

“More like the hero of Dweebs.” She commented, making Ben laugh a little at it, which surprised her.

“Honestly, it has been a while since we used that kind of nickname on each other. I think the last time was 5 years ago now.” The hero commented a little, though anything Gwen could have said was stopped when Grandpa Max exited the Rust Bucket with a tired look, concerning the two cousins.

“Is Ben okay Grandpa?” Gwen asked the elderly man, who did smile at her a little.

“Don’t worry Pumpkin, your cousin is okay. Right now, he’s just taking time to rest.” The old man assured her, making the 10-year-old relax visibly, but Ben Prime frowned a little.

“There is bad news, isn’t there?” The teenager questioned, making the old man nod his head and instantly worrying his granddaughter once more.

“You’re right Champ. I scanned our Ben and… the Carnitrix has latched itself to his arm. The only chance we have of removing that thing is completely destroying your younger self’s arm, at least without killing him.” Max explained grimly, making Ben frown while the Gwen of this universe gasped in horror.

“That might not even work either. I wasn’t able get a full grasp of it while I was Greymatter, but if it really is anything like the Omnitrix, then it has some countermeasures to stop itself from being removed or destroyed.” The teenager explained, making Max grimace while Gwen noticeably paled.

“Wait… so my cousin may be stuck with that thing forever!?” She yelled out in worry, making Ben grimace at that possibly.

“I can’t say it isn’t possible, but there is hope. After all, I only had a few seconds to look at that thing as my arguably smartest alien, and I could already tell it was missing a lot of things that my watch has.” The hero explained, causing Max to smile at his alternate grandson.

“Then please, save him Ben.” The elderly Tennyson asked, and as Ben brought up the holographic display…

A total of 5 large robots, crashed down and immediately pointed blasters connected to their arms at Ben, already charging up energy.

“Right. Forgot something like this was going to also happen.” Ben muttered with a glare, not noticing Max’s eyes widening in surprise before looking at the teenage version of his grandson.

“Ben, wait!” Max yelled just too late, as Ben already slammed down on the Omnitrix, creating a green flash, and making the machines fire at him.

“Sorry boys, but what comes around, goes around!” Feedback declares with a large smile on his face as he easily absorbed the blasts of energy, and with a spin, then fired the energy right back machines that attacked, easily destroying them with no effort.

“And that, is why Feedback is awesome!” Ben stated while folding his arms, before looking at the counterparts of his family.

“You both okay?” He asked quickly, getting Gwen to just silently nod her head while Max groaned a little.

“Ben, that wasn’t the smartest move for you.” The retired Plumber said, but before Ben could question what he meant, a large beam struck the ground right in behind the hero, making him turn around and when he saw the two figures that came out, he saw it was a masked alien and…

“Vilgax.”

Chapter Text

Ben’s perspective

Location: Rust Bucket Camping Site

“Carnitrix, you a-!” Vilgax began to yell, but Ben was already sure he knew of the evil bad guy speech that Squidface was going to say, causing the teen to roll his single eye before charging forward towards the alternate version of one that had been after the watch since he was 10 years old.

“Ben, don’t!” Hearing his alternate Grandpa yell out, Ben decided to ignore it as he got right in front of the villain that would and delivered an electric charged punch to the face, knocking this world’s Vilgax back a bit before then moving the antennae of his current Conductoid to blast his opponent in the face, only to feel them get grabbed by the masked alien with the future conqueror’s alley and tossed towards the ground, making Ben skid across the ground.

Then, as soon as Ben stood back up, the masked alien followed up by slamming his fist into the ground and making a trail of crystal spikes burst out of the ground and head towards Feedback, baking Feedback glare before slamming his hand onto the Omnitrix.

“WALL. OF. SOUND!!!!” Echo Echo declared after quickly making two copies of himself, before all 3 Sonorosian versions unleashed a sonic scream that acted as an actual wall of sound, forcing the construct to a halt before it shattered against the blast of sound.

“SO. TETRAX. IS. ALSO. WITH. VILGAX. HER-OW!” Ben began to state while realising who was currently helping Vilgax stand back up, only to yell out in pain when he felt a hit to the back of his head, making the teen combine back with his clones and look up to see Grandpa Max looking down on him.

“WHAT. WAS. THAT. FOR. GRANDPA!?” The hero questioned his alternate grandfather before his form then shifted back into his human appearance, which seemed to shock Vilgax and once his mask was raised off of his head, it was clear that this world’s Tetrax was feeling the same way.

“Because they are Plumbers Ben. I thought you would know this from what you have explained about your world.” Max said with a frown, causing Ben to blink in shock as he looked at the apparent duo of Plumbers and then at his alternate grandfather. And then repeating that a few times before pointing at Vilgax.

“He’s a Plumber!? Okay, Tetrax I can somewhat see, but Vilgax!? The same guy who has been trying to take the watch and conquer the universe in my world!? That sounds like an idea Kevin would joke about if he saw that guy who looks like Squidface!” Ben yelled in protest and shock at the idea, making Max blink in shock while everyone looked confused.

“Um… Grandpa, just who are those two?” Gwen asked the eldest Tennyson, who snapped out of his shock a bit before smiling at his granddaughter.

“These are Vilgax and Tetrax. The former was a mentor of mine for a brief time and the latter was a former bounty hunter that Vilgax helped set straight. Vilgax, Tetrax, this is my granddaughter, Gwen and the teen here is Ben, my grandson. Or more accurately, Ben from another universe.” The retired Plumber explained before introducing everyone, with Ben still glaring at the apparent Plumber version of Vilgax.

“So, even in another universe, you were cursed with the Carnitrix.” Tetrax noted sadly as he looked at the Omnitrix, only to be surprised by a brief laugh from the teenager.

“Cursed? Nope, the Omnitrix here was actually a gift from my world’s Azmuth, and just by looking at that Carnitrix on my counterpart, I can already say that my version of is a far better person. Though, me getting the old version was an accident. Which…” Ben explained while showing off the watch, only for him to grow tense as he remembered something that horrified him.

“Was originally meant for Grandpa Max.” But despite that, the young hero finished his thought before someone could prompt him, making Gwen gasp out in horror while the Max of this world seemed to think something over before flinching.

“And it was likely the Carnitrix was intended for me as well. After all, I was the one that brought the attention of the Plumbers to our Azmuth in the first place.” The old man hypothesised, causing Vilgax to step forward and place a hand on Max’s shoulder.

“You did what was right, and you had no idea that something like this would happen. For now, let us just be thankful that we can stop this nightmare before it gets out of hand.” Vilgax told Max, causing Ben to gag at the sight while the old human nodded and smiled in thanks for the words.

“So, have you figured out a way to get the Carnitrix off of your grandson? Assuming he is in the Rust Bucket anyways.” Tetrax asked Max, getting the man to nod his head.

“A bit. I ran a scan on our world’s Ben and we can keep him alive and get the device off if we take off his arm. But I would prefer to not resort to that, but any other way so far looks like it could kill him.” The retired Plumber explained to the still active ones.

“Perhaps the technology on my ship will do the trick. So let’s get him up there no-.” The Chimera Sui Generis said and began to offer, only for the calm to be put to a stop when there was a sudden flash of green light, briefly blinding everyone.

“AAAAAAAAAAAAHHHHHHHHHHH!!!!!” But the one to regain their sight was Gwen, who screamed at what she saw and it made Max, Tetrax and Vilgax tense before quickly regaining their own sight. And what happened soon became clear to the Tennyson and the Plumbers, as they no longer saw the teenager Ben standing with them, and instead, a Savage Kineceleran was standing just a few feet from the group while covered in bits of what looked like green slime.

However, before the Carnitrix could attempt to either flee or kill, a device that the Plumbers recognised as an Anti-Gravity Projector quickly flew next to the slime pieces and made them all gather around and bind the monster version of XLR8, and soon after, a head made out of the same slime manifested from the savage alien’s bindings.

“You know, getting your body destroyed is never pleasant.” Goop commented to the Carnitrix alien as it tried to struggle out of the Polymorph’s grip. But it appeared that the Carnitrix realised that this was futile, and began to change its form as its body suddenly caught on fire, and before Ben could react, the Savage Heatblast unleashed a brief explosion of fire that tossed the teenager off, causing Goop’s body to go flying in multiple directions before his timer ran out, making Ben roll across the ground until he quickly felt his back slam into Plumber Vilgax.

“Get back!” Seeing this, Tetrax raised his arms and grew the size of his hands to block a stream of fire that soon came for them all.

“We’ll take care of this, go and get your family to safety Max.” Vilgax ordered, but before the Tennyson could speak or the Plumber could act, they heard Ben speak.

“No. That thing just like the Omnitrix has the powers of possibly a million aliens with who knows how many powers. And I can basically do whatever he can, especially if that watch tries bringing in someone like Alien X.” The teenager denied before touching the Omnitrix and bringing up the holographic display.

“Who is Alien X?” Gwen questioned her alternate cousin as he found the alien he was looking for, and got ready to transform.

“Just pray he doesn’t use that one.” Was all he said before slamming his hand on the watch, and in a flash of green light, Four Arms stood in Ben’s place as he began to crack his knuckles.

“And why should we trust someone using a device gifted to them by Azmuth?” Tetrax questioned Ben before stomping his foot onto the ground, surrounding everyone in a dome of crystals to buy them time.

“You don’t. But you can’t deny that someone having the powers of the Omnitrix fighting against the Carnitrix is your best chance of winning, and without people dying.” Four Arms said, causing him and Tetrax to stare each other down while Vilgax moved to grab his blade, but…

“He’s right. And besides, I trust my grandson.” Max spoke up, getting the pair of Plumbers to look at him for a moment before nodding.

“Fine. But you better succeed Tennyson.” Vilgax relented as he let go of his weapon’s handle, getting Ben to smirk.

“Of course I will Mirror Squidface. I’m me after all.” Was all the Tennyson said before he jumped into the air, breaking through Tetrax’s crystal dome with ease and drawing the attention of the Carnitrix, making it divert the stream of fire towards the young hero.

However, the Tetramand form was able to move right through the fire without any problem, landing on the ground with enough force to shake and crack the ground beneath him, before Ben then immediately went on the offensive and struck with an uppercut, making the savage Pyronite fly up into the air briefly before then grabbing his leg and slamming the fire manipulator into the ground.

“Come on, let’s get you to safety Gwen.” Max said as he grabbed his granddaughter’s hand, just in time for a teleporter to activate and get the Tennyson pair, and the active Plumbers out of the area.

“Now then, I’ll let you decide. Want me to fight fully, or with 3 arms tied behind my back?” Four Arms questioned the Carnitrix with a smirk, causing it to narrow its eyes into a glare. But soon after, its form began to change once again, and this one caught Ben by surprise.

For you see, as soon as the Pyronite’s flames went out, its rocky body began to crumble before quickly growing in size, before then a backhanded strike sent Ben flying into the now abandoned Rust Bucket.

And as soon as the young Hero stood up, he had to blink in surprise at the sight of the transformation before him.

“Come on! How many other aliens do you have that I don’t!?” Four Arms yelled in annoyance as he saw a version of a Highbreed standing before him, the form’s body looking twisted with various dead root and suction tentacles sticking out of its body and stomach, respectively. All while what should be its wings were clearly torn and seemed to look similar to a cape at a glance.

“RRRRRRRRAAAAAAAAAGGGGGGGHHHHHHHH!!!!” And a scream filled with bloodlust was the response that the questioned earned, with the now Highbreed form raising one of its arms and shooting Claw Darts at Ben, only for the hero to clap with the use of all of his arms to create a sonic clap, blocking the projectiles. Sadly though, this didn’t stop the Carnitrix’s assault as it then ran forward at Ben and before the hero could react, he felt his head get grabbed and lifted into the air, before his body was then slammed into the ground with enough force to produce a shockwave that knocked over the old RV.

Acting fast, Ben slammed his hand onto the Omnitrix once again, causing his form to shift into a that of Swampfire.

“Get off!” And with that yell, the now Methanosian began controlling the nearby plants, causing a tree to slam one of its branches into  the Carnitrix alien with enough force to make the Savage alien to back away and let go.

Acting quickly, Ben then got back up and unleashed a blast of fire that forced the Carnitrix to step back a bit more, but Ben then quickly stopped this tactic to create vine whips and then struck with them, knocking the Highbreed over.

“Uncatalogued DNA detected.” Though, before the hero could follow up, he was surprised when the Omnitrix notified him of this, which forced Ben to return to human form.

“Huh!? You know Omnitrix, I wouldn’t be opposed to new aliens if this was any other…. Oh, never mind.” Ben began to tell the watch before bringing up the holographic display, but upon seeing what was unlocked, he began to smirk while watching the Carnitrix force its current body to get back up.

“Seems we are about to see which produces the better version of the same species!” Ben yelled out before slamming his hand onto the watch, and in a green flash of light, he stood as a Highbreed with yellow and grey skin, four glowing green eyes on a blue face, with the eyes in a solid black crest of spikes. His peach-coloured neck is soft, moist, and lumpy. His head is surrounded by a large circumference of black spikes, with an orange texture inside. His shoulders had large folds that meet at the chest's top two eyes. A set of wings with an orange membrane join at the pectorals' bottom two eyes. Power Plant has two muscular arms with two predominant folds. On his hands are three thorns, which are brown. Another orange membranous fold is on the alien's armpits. His chest, meanwhile, is bulky, while his torso and legs are thin. But thanks to the clothes generation of the Omnitrix, Ben’s new form was wearing green and black pants that stop around his lower calves, and split off into branch-like feet. The Omnitrix symbol meanwhile, was planted on the belt of the pants.

“Let’s do this!” And now with the transformation complete, Ben unfolded the wings of his new form before then flying right at his Savage counterpart at incredible speeds, slamming a knee into the other transformed Tennyson’s stomach before then striking with a punch to the face. And when the Carnitrix attempted to retaliate, Ben caught their clawed swing before then using his opponent’s momentum against him, tossing the transformed child over his shoulder, and slamming him into the ground.

Though, it appeared that the Carnitrix realised that fighting in the same form as the Omnitrix user was useless, and once more began another painful transformation that turned it into a monster like version of Wildvine, with this version having their head be an overgrown venus fly trap for a head while the eyes on its shoulders were almost popping off of the body and were only kept in place by roots that tore out of its body to hold them.

Now taking advantage of its new body, the Carnitrix dug its legs into the ground and used them to appear from behind Ben, the 5 vine limbs wrapping around the new Highbreed form’s legs, arms, and then around his throat, with the Savage Wildvine beginning to tighten his vines around the hero’s body, and pull to try and pin Ben down to the ground.

“Yeah…! This ain’t working!” Ben groaned out, but he soon was able to point his claws at one of the vine legs and was able to shoot more Claw Darts that was able to free his left arm, but the teen wouldn’t be able to take further advantage of this, as the Savage Florauna stood up and grabbed the single, large Spore Pod on his back and threw it at the hero, making it explode and sending Ben flying into and through a large number of trees.

“Huh. That didn’t really hurt.” Ben noted as he stood back up and walked back towards the clearing to face the Carnitrix, and once he saw his transformed counterpart crouching down to the ground.

“AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” And soon after, the child began screaming. And Ben was honestly surprised as he saw the Wildvine begin to transform back into his 10-year-old counterpart, with the Omnitrix wielder returning to his own human form while he stared in shock.

“No!” Yelling out, Ben brought up the holographic display once against and this time, transformed into XLR8, before then running forward at top speed… but he was too late.

Because the Carnitrix began changing, the watch turning into a slimmer and sleeker watch-like shape, now with a mostly orange wristband with sides that were white in colour, and the face of the dial turning orange. Then soon after, the device began to dig into its Ben’s arm with the spikes it still had on it, until the device was hidden beneath forcibly regenerated skin so that only the dial was revealed.

Still, as XLR8 approached to try and stop the Carnitrix, it looked like he could at least knock out the kid Ben before anything happened. But the fact that a silhouette could be seen on the Carnitrix’s dial disproved the idea, and in an instant flash of orange light…

“GAGH!!” Ben felt a large tail slam into his body and sent skidding across the ground, but he soon was able to halt himself and stand back up, and found a Savage version of Humungousaur standing before Ben, it having a neck that looked like it was snapped downwards while the muscle tissue of its arms was exposed in multiple places. It also has the additional scales and the like that the Vaxasaurian should have in its giant form, all while the end of its tail was gone and instead showed the bones of the additional limb with spikes coming out of the sides.

But as soon as the monstrous alien slammed a hand onto the dial on its chest, Ben felt dread build up as 4 additional metal tendrils came out and stabbed into the alien’s chest, making it roar out while a blue aura began to coat over the body as an evolution took place.

“…No way….”

Because standing before him was a Savage Ultimate Alien.

Chapter Text

Ben Prime’s perspective

Location: Rust Bucket Camping Site

“Well, this just got a lot tougher.” XLR8 commented as he stared at the Ultimate Alien, who soon began to roar out in pure bloodlust. Seeing this, the hero quickly got back onto his feet and began to run, evading a set of fired missiles and appearing behind the larger alien in what would seem to be instantly to the human eye.

“Or it would be, if I didn’t have an Alien that has a record for taking down Ultimates!” But having recovered, the teen wasn’t worried. And so, he slammed his hand onto the Omnitrix, and in a flash of light stood…

“The Worst!? Oh come on Omnitrix, you were doing so good until now!” The now turned Atrocian yelled in dismay, glaring down at the watch dial… until a shadow overcame his body, drawing the teen’s attention back to the matter at hand.

“…Aw ma-.”

Max’s perspective

Location: Vilgax’s ship

“Where are you taking me Vilgax?” Max questioned his old friend as they both walked down a hallway to whatever location they are heading to.

“Getting you an upgrade. You did well against the Carnitrix with that old tech, but if your alternate Grandson needs help, then we’ll need everything we can get.” The older Plumber explained, stopping as they arrived at a door guarded by a few robot guards.

“Let us in.” Vilgax ordered the mechanical soldiers, causing them to step aside and allowing the door to open automatically as they pair walked inside, revealing a massive armoury of various weapons and armours. Some of which the Tennyson recognised, and others he didn’t.

“So, those old rumours about you keeping the tools of criminals was true after all.” The old man said with a bit of a frown, but in this situation… he couldn’t be too upset.

Especially if they can all be used to save both versions of his Grandson.

“Any recommendations for what I should use then.” Max asked, which earned him a look of surprise from the Chimera Sui Generis, before the alien nodded his head.

“I suggest taking that Plumber suit there, and the prototype weapon next to it. The suit has an exo-skeleton built inside that should boost your physical abilities to the level of a Talpaedan, while the weapon next to it can shift forms.” The large alien answered, getting the old Tennyson to nod his head as he walked over to the armour and reached out a hand, and almost instantly, the suit opened out and placed itself on Max, and as everything put itself in place, it was clear that the suit was good for both protection, and allowed for unrestricted movement without giving up on either.

“Max… do you honestly think your alternate grandson will win?” And as the retired Plumber picked up the weapon, which had the design of a blaster with indigo, white and orange colouring, and the symbol that labels it as Galvan tech resting on its side.

“Ben is stubborn, and a good kid. And with something like that Omnitrix and as a matured teenager, there is no doubts in my mind that he’ll win.” Max said with a proud smile, thinking of everything his alternate grandson likely did in his world.

“And besides. Something tells me our Ben will play just as much of a vital role in stopping the Carnitrix.”

Ben Prime’s perspective

“AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” Flying through the air while screaming in pain, The Worst eventually crashed into the ground and rolled across it, only to come to a sudden stop when his back hit the bark of a tree. And soon after, he transformed back into Ben.

“Yep… that’s going to hurt in the morning.” The Tennyson groaned out, slowly making his way back onto his feet and taking a moment to stretch to pop things back into place. Though soon, he began to glare ahead of him when he could hear something big stomping in him direction.

“Well Omnitrix, if you aren’t going to give me something that can take out an Ultimate Alien for now, I think we should step things up.” Ben said as he raised the watch up a bit.

“Omnitrix. Command function Override. Code 10.” The hero said, causing the watch to glow green a bit.

“Command Override accepted. Voice command activated.” The watch itself said, getting the teen to smirk as he slowly walked in the direction of the sound approaching him.

“Omnitrix. Lock out timeout function and don’t return me to human form, no matter what while we are in this universe. Command Code 271205.” Ben declared, getting the watch to flash green a few times.

“Command Code accepted. Locking Benjamin Kirby Tennyson in Alien transformations until return home.” The watch said, getting Ben to smile as he brought up the hologram display once more, and just as the Savage Ultimate Humungousaur finally smashed through enough trees to tower over Ben, the hero slammed his hand onto the Omnitrix and transformed.

“AWWWWWWWWWWWWWWWWWWWWWWWWHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” And so, before the Carnitrix could attack in its current form, Blitzwolfer unleashed a Sonic Howl with enough power to make the Ultimate Vaxasaurian to step back while covering its ears with its hands.

But this didn’t mean it couldn’t do damage, as the Savage alien spun around and tried to slam into Ben with its mace tail, but the Loboan was able to jump up to avoid it, and with the use of its feet, grabbed onto a tree branch in order to hang upside down. Sadly, this did cause the sonic attack to end, which gave the Carnitrix just the moment it needed to recover and swing out with an arm to smash Ben.

“Oh no!” Seeing this, Ben quickly slammed a hand onto the Omnitrix, causing him to transform just as he was hit and get slammed through the tree.

“Heatblast? Alright then, time to heat things up!” Quickly getting back up and seeing himself as a Pyronite, Ben smirked. And acting fast, the teen would slam his hands onto the ground and unleash a stream of fire that would go forward and spread, quickly trapping his opponent in a ring of fire.

“Now then, how to beat you without hurting the actual me in there.” Ben mused to himself, getting a glare from the Ultimate Humungousaur before a flash of orange light appeared, causing the hero to cover his eyes for a moment before lowering his arm to see what was there.

And honestly… what flew above the ring of fire was Ben was something he didn’t really recognise, but it also seemed familiar as well. And that’s when it clicked for the wielder of the Omnitrix.

It looked like an overgrown moth, with black and grey wings covering what was likely a thin body and a tuff of fur around its neck. As for its head, it looked like mist with a black skull within it and from on top of that skull, was a set of antenna.

This was meant to be Big Chill.

And as soon as this alien was above the flames, it began to breath in before shooting out a blast of frosty air at Ben, causing the hero to make a fireball and throw it at the blast, quickly overpowering the frost breath but it was dodged by the Savage Necrofriggian.

“Sorry frosty, but I feel like everyone would like to be warm rather than cold!” Seeing this, Ben would manipulate the fire that was beginning to spread through the forest, getting it all to both of his hands and making disks made out of fire, before throwing them at the Savage Big Chill.

Seeing this, the Carnitrix would turn itself intangible so that the disks of fire would harmlessly go right through it, and while this did allow for the disks to not hit, they did forcefully warm up the Necrofriggian, forcing it to become tangible again. A fact that Heatblast took full advantage of, as the fire alien heated up the ground beneath his feet, floating the now rock board into the air and letting him slam into the Savage Big Chill, and grabbing hold of his opponent soon after.

“Hey.” Was all Ben said as he took them both higher into the air, and soon began amplifying the heat of his body, causing the Savage Big Chill to scream out in pain as Heatblast’s hands began to burn, and it only grew louder as the Pyronite eventually  became a flying ball of fire.

However, unseen by Ben, the Carnitrix reached out to the device on the Big Chill’s left hand and slammed onto it, causing 4 metal tendrils to shoot out from the watch and dig into flesh, causing a blue aura to cover the alien as it evolved. (As a reference, look at the Ink Tank’s Ultimate Big Chill redesign, but keep the fire-based design of the OG Ultimate, and add on tears in the wings and keep the skull with mist mentioned earlier in the chapter).

“AAAAGGGGGHHHHH!!!” And this was a fact that Ben soon became aware of, as he felt a clawed hand grab him by the flaming skull, and soon completely encased him in ice so cold, that it instantly stopped his mini-Supernova.

Now with the hero encased in the ice, The Savage Ultimate Necrofriggian quickly flew down to the ground with Ben in hand, attempting to slam him into the ground and shatter him with his icy prison. But just before they made contact with the ground, Ben was transformed.

“Ha! Perfect!” And the fact that he was once again NRG became very clear, as when the containment suit shattered with the ice trapping it, the actual radioactive alien slammed a fist into the Ultimate alien, sending it skidding across the ground and flying through multiple trees.

“Try and get away from this!” Following up on that punch, NRG would hold out his hand and began to rapidly fire numerous projectiles at his opponent, who couldn’t dodge or become intangible fast enough to dodge, causing it to screech out in pain as it was buried into the ground. And as the dust brought up by the attacks faded away…

“Huh. Who would have thought that there was a river under this forest.” Ben mused as he flew down to the stream of water, frowning a bit before raising his hand and slamming onto the dial of the Omnitrix, causing a flash of green light as the Hero of Heroes changed forms once again.

“I may not know where you are down here, Carnitrix, but you aren’t escaping from me!” Ripjaws declared as he dived into the water, his tail quickly forming over his legs as he swam down the river in search of his opponent…

But what the now Piscciss didn’t notice was that behind him… was a purple coloured Amperi, with a brain that could be seen through its body, with the Carnitrix resting on one of its tentacles.

Chapter Text

Tetrax’s perspective

Location: Vilgax’s ship

“You doing okay?” Hearing that question, Gwen turned her head and almost jumped back when she saw that it was the crystal alien that her grandfather contacted on this crazy night.

“Y-Yeah. Just…” Gwen answered, feeling uncomfortable under the alien’s gaze, who sighed while kneeling down so he wasn’t towering over her as much.

“I get it. Having all of this is pretty overwhelming, and the situation with your family… frankly, it is just terrible luck that your cousin is now stuck with the Carnitrix.” Tetrax explained, feeling a bit out of his element like this. After all, despite his path of redemption, he was a bounty hunter before becoming a Plumber, and talking to citizens, especially ones from a species with no experience with other races, was a job his coworkers were more suited for.

“Look, I don’t really know what I can say that can help. But I can say that we’ll do our best to… wait.” The Petrosapien tried to say, initially reaching out with a hand to place a hand on the young girl’s shoulder, only to stop and look confused as he noticed something.

It was a pair of drones walking towards a section of the ship that Tetrax took the time to memorise.

“What is going on? None of the robots should have the programming to head there.” Tetrax said seriously as he walked forward, and as the pair of drones tried to walk down the hallway, they are stopped when a wall of crystals appear in front of them, causing the machines to turn around and saw a glaring Tetrax there, his hand on the wall to signify that it was him who did that.

“What do the both of you think you are doing?” Was all the Plumber said, only to get the machines to instantly raise their blasters and began to fire. Seeing this, and remembering Max’s granddaughter behind him, Tetrax quickly held out his hands and enlarged their size, blocking the shots.

“What is going on!?” Hearing the yells of the girl, Tetrax could only grunt in reply.

“I have no idea! None of them should be programmed into doing this!” The Plumber yelled out in response, but after a moment, the coms on the ship began to speak throughout the whole structure.

“Tetrax! A virus has infected everything on the ship! Don’t hold back against the drones, look out for Max’s granddaughter, and meet us back up at the bridge!” Hearing Vilgax’s yell made Tetrax grunt a bit, before then creating spikes from his enlarged hands and beginning to fire them, the projectiles soon rendering the drones destroyed.

“Great, so not even this place is safe!” Gwen said, before then looking concerned when Tetrax brought up a holographic display and typed something on it. And while she didn’t really know what it was talking about…

“Vilgax, the drones were heading to the Chronosapien Time Bomb’s storage area. I think they want to activate it.”

She already knew something called a Time Bomb couldn’t be good.

Ben Prime’s perspective

“Just where is the Carnitrix and little me?” Ben wondered to himself as he swam through the water as Ripjaws, his current alien form making ground quickly as he swam.

Suddenly though, the Piscciss Volann felt a set of 4 tentacles wrap around him, 2 around both of his arms, one around his waist and another around his neck. Then an instant afterwards, Ripjaws cried out in pain as purple electricity mercilessly began to course through his body, trying to kill him while they were in the water.

However, if the Carnitrix underestimated the Omnitrix wielder, then it certainly underestimated his ability to handle pain, and that became clear as Ben dived down, dragging the Carnitrix alien down with him and then with a full body spin, was able to create enough momentum to escape from the Amperi’s grip and slam it into the ground instead.

“Really? That watch is not only using aliens I couldn’t as a kid, but it even has ones that weren’t even in the Omnitrix yet?” Ben thought to himself as he saw the Savage alien slowly get back up, before it then flew up right towards him. However, being prepared this time, the teenage hero evaded the grasp of the tentacles and as he swam near the ground, picked up a large rock and tossed it at full force, hitting its target and causing the stone to shatter while making the Carnitrix stop moving from the blow.

Acting fast, Ben swam down to his opponent and now that he was close, he delivered a devastating punch to that sent the Savage Ampfibian flying into a stone wall with enough force to crack it. Then, the young teen followed up on this by swimming upwards and punching at the wall, causing it to collapse on top of the Carnitrix and burying it under rubble.

Sadly, this wasn’t going to keep the murder weapon down, because the fact that it transformed once again quickly became apparent when a new form burst out of the rubble with a horrid screech that demanded blood. With the new alien form being somewhat similar to Ripjaws, but instead of the lure that Ben’s own version had, there was a small 3^rd hand on its head, its hands and claws were much larger and fins that almost looked like they were coming from this alien’s mouth.

In other words, this was clearly the Carnitrix’s version of Ripjaws.

But then, Ben actually grew worried as he saw the Savage alien slammed its large right hand onto the Carnitrix, uncaring of how its large claws cut into its scales and drew blood. But it did react when the metal tendrils appeared once more and dug into flesh, making the Ripjaws roar as its body became covered in a blue aura as the alien went ultimate. (Use the Ink Tank’s 2^nd Ultimate Ripjaws design as a reference)

“Huh. Don’t think I ever used an Ultimate for Ripjaws.” Ben commented with an uneasy smirk on his currently monstrous face. Though, it soon became apparent that things were just about to become worse for him, as the Omnitrix changed his form into a new alien.

“Bullfrag? Well, at least you didn’t give me Walkatrout this time Omnitrix.” The now Incursean said as he saw what he became, before then focusing on his opponent. And just in time as well, because the Ultimate alien began to split itself apart in the form of its scales, but it turns out, they were actually fish that all began to emit a blinding light, making Ben flinch away despite the shades he was currently wearing as Bullfrag.

But this left him vulnerable, a fact that soon became clear when the near skeletal remains of the Ultimate Ripjaws itself swam forward at blinding speeds, slamming its skeletal tail into the Incursion, and sending Ben crashing down to the ground. Thankfully though, Ben quickly recovered from the blow and with his strong legs, jumped upwards to meet the Ultimate Ripjaws head on… or at least that was what it looked like.

Because Ben actually got away from the Ultimate Ripjaws, shooting out with his tongue to attach to a wall and pulling himself towards it and making the Savage Ultimate alien crash into the ground before it could shift its body. Buy sadly, the hero was quickly reminded that this wasn’t the only part of the Ultimate that he had to worry about, for as soon as he got to that wall, he felt multiple sets of sharp teeth bite into him.

“Gagh! You are going to be some serious pests, huh!?” Bullfrag yelled out before raising his hand and slamming onto the dial of the Omnitrix, turning into Big Chill as a result. Then acting fast, Ben turned intangible so that he escaped and froze them, taking the fish that previously acted like as the scales and flesh of the Ultimate Ripjaws out of the fight.

“Now then, seems like its time to put you on ice.” Big Chill said as he focused on the Carnitrix, and proceeded to let out blasts of ice from his hands that began to freeze all of the water, and soon trapped everything within, except for the Necrofriggian who phased out of the ice and flew out.

“Now then, how do I possibly get that watch off of the other me?” The moth like alien asked himself, before the Omnitrix proceeded to transform him into a new alien.

“Brainstorm? This is actually one of, if not the best aliens for the matter at hand.” The now Cerebrocrustacean stated analytically, though before his 1,000,000,000,000,000,000,000,000,000,000 IQ could be put to use in figuring out a way to remove the Carnitrix without hurting the kid version of himself, Ben noticed the Savage Ultimate Ripjaws moving in the ice.

“Sadly, it appears that I will need to participate in combat first.” Brainstorm states, jumping up into the air and levitating a bit and avoided an explosion of ice to reveal a new transformation, being very clearly a larger version of Jetray that lacked the alien’s eyes, making it blind.

“Hm. Not much of a challenge for a being of my intellect.” Brainstorm declared dismissively, though he was quickly surprised by the very venomous and blood lusted growl from the Savage alien, and only just had the time to create a dome of electricity to protect himself as the Carnitrix began to flap is large wings and flew at him, grabbing the dome of electricity with its legs and flying them out of the cave that held the river that they were previously fighting in, and now taking them back up into the forest.

“Curious. It appears that the Carnitrix hates the Cerebrocrustacean race. Hmph. If the condition of this device didn’t prove that this world’s Azmuth is an idiot, or him actually being evil here, then this certainly does if the hate is built into the watch.” The transforming hero thought calmly to himself, before then controlling the flow of the electricity from his protective construct and sent it towards the Carnitrix itself, and after a moment of flashing green light, a transformation was forced to occur.

“AAAAAAAAAAGGGGGGGGGGHHHHHHHHH!!!!!” As a result, it left the Carnitrix as a slightly more bulky, yet red and black coloured Spidermonkey that was touching the electricity, causing it to cry out in pain before it let go and allowed itself to fall towards the ground.

“Sufficient electric output used. Estimated recovery time for an Arachnichimp after being blasted by that much voltage is 10 minutes.” Brainstorm analysed as he lowered himself back down to the ground and stood, though as he looked around, he quickly realised something.

The Savage Spidermonkey was conscious and looking at him from up in a tree. And it was quick to attack its prey, opening its mouth in the way Ben himself did in the past as Ultimate Spidermonkey, and spat out a stream of webbing that hit Brainstorm on the head, and kept his head sealed.

“Hm. Clever for a Savage. But if the intellectual prowess can not best you at the moment, then why don’t we try brawn.” Brainstorm said calmly, before slamming a pincer on the Omnitrix dial and being covered in a flash of green light.

“NOW LET ME TELL YOU SOMETHING, MONSTEROUS VERSION OF THE OMNITRIX THAT IS CONTROLLING AND TORTURING MY YOUNGER SELF, AKA THE CARNITRIX!!!!” Rath yelled out as he raised a hand up to his face and ripped the webbing off, while pointing a finger at the Savage Arachnichimp.

“RATH WILL SAVE THE KID VERSION OF HIMSELF, EVEN IF HE HAS TO MAKE SURE THAT YOU CAN’T MAKE THAT BODY MOVE AND FORCE HIM TO TRY AND KILL ANYTHING THAT GETS CLOSE!!!!!!” The mighty Appoplexian screamed, earning him a glare from the Carnitrix’s multiple eyes before it jumped off the tree and landed on the ground as its body morphed again, but this time, into a version of Wildmutt with a darker orange coloured fur, red stripes, multiple large spikelike teeth coming out of its mouth with a long purple tongue, the Carnitrix imbedded into the alien's left shoulder and a bit of bone protruding out of the back of its front legs.

“GGGGGRRRR!!! RRRRRRRROOOOOOOAAAAAAARRRRRRRRRRR!!!!!!!!!!” The Wildmutt growled before roaring, making Rath growl back in response.

“OH, YOU WANT A PIECE YOU OVERGROWN NIGHTMARE DOG!? THEN COME AND TRY AND TAKE A PIECE OF RATH IF YOU DARE!!!!!!!!” The Appoplexian screamed at Savage Vulpimancer before both aliens then charged at each other.

Chapter Text

Naturetrix (Alternate Omnitrix)

A version of the Omnitrix created by this universe’s Azmuth, the Naturetrix holds many of the same functions of the original Prototype Omnitrix. However, it does have a few additional features, one such addition is that when Ben turns into an alien, the Naturetrix will generate an Alien predator with him, in Azmuth’s hope that this can help other species understand the creature that stands above them in the food chain, allowing that species to either prepare counter measures better, or find a way to tame them. Sadly, the original version of the Naturetrix is a Prototype just like the Omnitrix from the Classic series, and as a result, it has a few bugs.

Some of these bugs include the failure of a failsafe Azmuth installed, which is intended to keep the wearer from transforming into the prey of an Alien Predator, which doesn’t always succeed and can result in the wearer being the Alien Predator’s main target. Thankfully though, this feature does work… 55% of the time. Another feature of the Naturetrix that can often fail, is that there is a translator included into the watch that allows the user to somewhat communicate with certain Alien Predators better than others, however there are glitches that will force the wearer to only communicate in small sentences, as trying to continue speak more than that at once will result in a static sound only hearable by the Predator that causes them pain, and thus can make them enraged and hostile. The 3^rd and final feature of the Naturetrix that has some serious glitches is that the predators should be more naturally tame to the watch wearer than they are around any other creature, and while this is successful on Predators like Mucilator and Duplicat (The predators of Crashhopper and Ditto) to the point of them not immediately attacking Ben if he is around them as their species’ prey, it doesn’t seem to at all have an effect on a Predator like Tyrannopede (The predator of Humungousaur).

Naturetrix’s original 10 transformation Playlist

Heatblast

Crashhopper

Ball Weevil

Stinkfly

Big Chill

Brainstorm

Humungousaur

Upgrade

Ditto

XLR8

Naturetrix’s original 10 Predators

Crabdozer

Mucilator

Terroanchula

Buglizard

Hypnotick

Vicetopus

Tyrannopede

Glitch (Galvanic Mechamorph Predator)

Duplicat

Slugstop (Kineceleran Predator)

Glitch

A predator of the Galvanic Mechamorph species that was created by complete accident. This alien is in almost constant pain, and as a result, is highly volatile to practically everything, though unlike other Alien Predators, whose sentience is more along the lines of an animal, Glitch is 100% aware and sentient in the same way a human is. However, since Glitch is still aware of what is happening while in the Naturetrix and can even talk with Ben while in it, the predator is the most compliant whenever the Tennyson family is in trouble as he considers them his family, with Max even allowing Glitch to consume some tech that they find so long as it doesn’t seem important or keeps something powerful out of bad hands.

Speaking of consuming tech, Glitch shares all of the same abilities as his prey, but a big difference is that unlike Upgrade, Glitch doesn’t merge with technology and instead, destroys it and is able to recreate a version of that tech with no issue, though its quality heavily depends on how fed Glitch is after he destroys technology.

Gwen has theorised that Glitch destroying technology for him is just as vital to his survival and health as food and water are to any human, a theory proven true as whenever Glitch is in a heavily tech based area, the Predator is clearly entranced by all of the delicious tech and he’d be likely drooling if he was physically capable of such a thing.

DNA donner: Malware (Grabbed hold of the Naturetrix during development when he visited Azmuth to know about how a cure for his condition was going. As a result, the device took his DNA as a sample, and assigned the damaged Galvanic Mechamorph as the Predator of the Mechamorph species).

Slugstop

A predator of the Kineceleran race. Slugstop is a rather slow and almost lazy predator, often not even having the energy to try and catch Ben on the times the Naturetrix turns him into XLR8 and summon the predator. And this shows as it often just allows itself to lie on the ground and allows its slimy form to seemingly melt and just spread across the ground.

However, this quickly changes under 2 conditions. The first is that should something fast step onto its slime, Slugstop will instantly gain a lot of energy and will reform its body while using its shell as a basis for that, all while any of these fast things that stepped into the slime will be dragged into Slugstop’s newly made body, where it will absorb all of the kinetic energy of its victim’s struggling and attempts to escape, giving Slugstop that creature’s speed. The 2^nd is in the event that Slugstop or something it considers to be its possession is in danger, causing it to gain the energy to defend them (Slugstop’s favourite of the Tennyson family is Grandpa Max).

Slugstop is the alien predator that Ben has tamed the fastest by him and Gwen giving their grandfather’s questionable food to the large slug alien. This is to the point where Slugstop recognises XLR8 as a great source of food, and thus, attacking its prey will just make things more difficult for it in the long run and is more than willing to protect the Kineceleran transformation from danger as a result.

Chapter Text

Max’s perspective

Location: Vilgax’s Ship

“Vilgax, why would you have a Chronosapien Time Bomb here of all places!?” Max demanded of his former teacher, all while making use of the armour he was using to slam an arm into one of the drones that instantly severed it in half, before then crushing its head under his foot. And showing that age hasn’t quite affected his reflexes yet, the old Tennyson spun around while using the Proto-Tool’s Staff mode to slam one of the flying drones into a wall, before then shifting it into its Blaster mode and shooting down two more.

“You really think I’d leave a weapon that dangerous in the hands of anyone!? Besides, I put in numerous precautions and locks into that thing, all to make sure it wouldn’t go off!” Vilgax answered back, blocking a concentrated laser blast with his sword, which was absorbing the energy.

“Something like that should be destroyed Vilgax!” The old Tennyson yelled back, turning the Proto-Tool into a shield to defend his face from more blaster fire, while the ones that hit his armour had no effect on him.

“I already tried! I even had a group of Planchaküle try to disassemble it, and all that resulted in was them actually becoming too afraid to try and disassemble anything again!” The Chimera Sui Generis answered back, now swinging with his sword to unleash the energy the weapon had absorbed, releasing it in the form of an energy wave that instantly reduced the machines in their way into nothing but dust.

“…There is something else.” Max said, disabling the shield mode of the Proto-Tool, but not putting it away.

“…I’m not proud of it, but ever since I became aware of the Carnitrix, I have been thinking of activating the Time Bomb to destroy it.” The old Plumber answered, before beginning to walk away. But as he expected, Max was not going to let this go as he used the Grappler function of his new weapon to wrap a wire around one of Vilgax’s arms and pulled, stopping him for a moment.

“Do you have any idea what that would mean!? That would destroy not only our entire universe, but all of the futures that we can have!”

“AND DO YOU THINK I WANTED TO CONSIDER THE POSSIBILITY!?” Vilgax yelled out with a raised voice that honestly shocked Max, having never heard the older Plumber yell so loudly and fiercely.

“YOU MAY HAVE MADE THE PLUMBERS AWARE OF THE CARNITRIX THROUGH RUMOURS UNTIL WE CONFIRMED IT’S EXISTENCE, TENNYSON! BUT YOU WEREN’T THERE TO SEE THE BLUEPRINTS AND THE DETAILS OF THE DEVICE AND ITS CREATION EARILY TODAY! YOU WEREN’T THE ONE TO REALISE THAT THE CARNITRIX HAS THE DNA OF A CELESTIALSAPIEN!!!!!!” The older Plumber continued with his yelling, stepping closer to his retired comrade until he stopped, and took a moment to breath.

“So I was scared. More scared than I had ever been in my life, and compared to a Celestialsapien that has the single minded goal of killing everything, I consider the Time Bomb to be a mercy not only to our universe, but any others such a monster could reach. Tetrax convinced me to try and fight first and stop Azmuth’s precious creation before it could reach that point, but I had no hope of us winning.” The Plumber finished his words, turning around as he turned around and began to walk down the corridor they were in.

“And I have no hope for your alternate grandson winning.”

Ben’s perspective

“ANTAREAN ARM BAR!!” Rath yelled out he easily restrained the roaring Savage Wildmutt while running, and as a result, continued to slam the Vulpimancer through numerous trees until eventually, the Appoplexian slammed his opponent face first into a stone wall.

“POLARIS PILEDRIVER!!” Following up on this, Rath jumped high into the air, dragging the Savage alien through the stone as he did so, before then slamming the Wildmutt face first into the ground.

“SIRIUS BUTT-KICKING!!” And then, in order to make some distance in preparation for his next attack, Ben proceeded to kick his opponent in the butt, sending the devilish Vulpimancer flying through a few trees until the Carnitrix alien dug its claws into the ground and stood back on its legs.

Growling in rage at its humiliation throughout the entire fight, the Carnitrix forced its current body to raise a paw and slam it onto the dial on its left shoulder, causing metal tendrils to appear and then dig into its flesh, making the Wildmutt growl in pain while a blue aura covered its body, resulting in numerous broken, yet sharp bone spikes to spawn from its back while its dark orange fur became blood red and the stripes turned a dark purple. All while the tail of the Savage alien grew larger and a bone like material covered it and became sharp.

“URSA MAJOR BODYSLAM!!!” And just as the Ultimate transformation was completed, Rath screamed as he came flying down at his opponent, arms crossed and prepared to slam into the Ultimate alien, but the Carnitrix used its tail to swipe at Rath, knocking him to the side and forcing the Appoplexian to slam one of his claws into the ground so he wouldn’t be left rolling across it.

“OH!? SO NOW YOUR PULLING IN THE ULTIMATE SCHTICK!! WELL LET ME TELL YOU SOMETHING SAVAGE ULTIMATE WILDMUTT, RATH DOESN’T CARE IF YOU TURN INTO ULTIMATE WAY BIG!! BECAUSE RATH IS BETTER THAN ANY TRANSFORMATION YOU CAN TRY!!” Rath yelled before running right at the Ultimate Vulpimancer, earning a roar that screamed of nothing but bloodlust as the nightmarish doglike alien leaped forward with the intention of biting into and tearing through flesh.

“INCURSEAN AMBASSADOR!!!” Going for a right uppercut, the Ultimate Wildmutt leapt to the side and avoided the punch, before then trying to use its tail to stab into the young hero, only for Rath to catch it while growling.

“OPHIUCHUS FACEPLANT!!” And so, with a pull, Rath brought the Carnitrix closer before grabbing its current form by the throat, and then jumping into the air and slamming it face first into the ground with enough force to crack it.

But the Ultimate alien soon made it clear that it wasn’t helpless despite the inferiority of its current form, as it slashed at Rath’s arms and succeeded in inflicting just enough pain to make the Appoplexian loosen his grip on the tail he was holding. A fact that the Carnitrix took full advantage of as it wrapped its Tail around Rath’s throat.

“GAGH!! NOW LET ME TELL YOU SOMETHING CARNITRIX, THE EVIL VERSION OF MY OLD OMNITRIX!!!” Rath growled as he grabbed at the tail and pulled it away from his throat enough to talk again, all while literally shrugging off the alien’s attempts to harm him.

“IF YOU THINK THAT CHOAKING OUT RATH WILL TAKE HIM DOWN, THEN YOU ARE SORELY MISTAKEN!!!” And with that particular declaration made, Rath overpowered the tail’s attempts at choaking him out, pulling it away from his throat as he then raised the Savage Ultimate alien above his head and slammed its body hard into the ground, and soon began to repeat this action for a bit.

Though, by the time he was about to slam the Carnitrix down for the 6^th time, its current form began to morph and turn into something that honestly surprised Ben, vaguely recognising this form from back during the Summer where he got the Omnitrix.

“SPITTER!?”

However, this surprise proved to be an opportunity for the Carnitrix, as its body, particularly the little the little bulge under the alien’s throat, began to expand before it fired a blast of vomit that hit the teenage hero head on, forcing the boy away from the Savage alien.

“RRRRAAAAGGGGHHHH!!!! DO YOU HAVE ANY IDEA HOW HORRIBLE YOUR VOMIT IS ON RATH’S FUR!!? WELL, LET ME TELL YOU THIS NOW YOU SOMEHOW EVEN MORE DISGUSTING VERSION OF SPITTER!!! RATH WI-!!” Though, as Rath tried to yell at the Carnitrix, he did not notice how its body began to expand before its current body tore itself open by a burst of blue energy, which soon took shape and changed colour while a collection of rocks formed along it.

But once that transformation was completed, Rath certainly became aware that it happened, as a trail of purple energy made its way to him and thanks to the conductive nature of the alien vomit, the purple energy travelled along it until the electric energy hit, causing Rath to yell out in pain before there was an explosion that almost coloured him black. All while allowing Ben to see that the Carnitrix was now an purple coloured energy being with one arm mostly covered in stone, a half rock made face that was cracked into 4 different pieces, and large boulder like pieces of stone for shoulders, all while the remainder of its body was constantly shifting, but kept a vaguely slim, yet humanoid shape.

Though, unseen to Ben, the Omnitrix dial began to turn a light blue colour.

“…OH, IT IS ON NOW, ENTIRELY NEW TRANSFORMATION THAT I HAVEN’T SEEN BEFORE IN MY LIFE!! CAUSE RATH WILL NOT STAND FOR THIS HUMILIA-!!!” The Appoplexian yelled out, but before he could finish his sentence, the Omnitrix’s time on this transformation was at an end, but instead of a familiar flash of green light, this time…

It was blue.

“-tion!!! Woah, who is this guy?” Looking over his new transformation that he could only assume was the same species as his counterpart. But there were differences, like how Ben’s version was much bulkier, his energy was blue instead of green, there was a lot more stone on his body, which made up his chest, shoulders, forearms, the outline of his head and a bit of his feet. All with an energy cape forming from his shoulders and now bellowing in the wind.

Sadly for Ben, the Carnitrix used this moment of distraction to attack, forming a hook made out of energy from the arm not covered in stone, and went to slash at Ben. However, the teen was able to quickly realise the threat and leaned to the side to avoid the attack, before then throwing a punch that sent the younger… whatever they were, flying away and making distance.

“Sweet, so he’s strong. But how do I make something like that?” Ben muttered to himself, looking at the hook that the Carnitrix was using while flexing his hands to try and figure it out.

“I wonder…. Is it similar to Bloxx’s constructs?” Thinking of his other shapeshifting alien, Ben used that for a base, and while both of his energy arms become blocky before it formed into a pair of weapon constructs that were very familiar to him.

“Yes! Rex, I am so owing you a Smoothie if you ever end up in my universe again!” And with that declaration, Ben charged forward with the copies of his friend’s “Bad axes” and started to slash at the Carnitrix with a speed that was deceptive for someone with his build and constructs, resulting in the Carnitrix trying to parry each blow with its energy hook.

Then, when got into a brief power struggle against the Carnitrix began to happen, Ben shifted the form of his Right “Bad axe” replica into a smaller energy copy of the “Power fists” made when he used Upgrade to improve Rex’s “Smack hands”, and soon positioned right towards his opponent’s stomach, before then launching and enlarging it in the same motion, sending his opponent flying back and it was soon followed by an explosion that cleared much of their surroundings of trees.

“Ha! Seems I got another powerhouse in the watch! Hm… I think I’ll have to call this one, Shock Rock, after this!” The now named Shock Rock declared proudly as he walked towards his opponent, but stopped when he heard a sound.

Growling in enraged bloodlust after the explosion, the Carnitrix quickly realised that as it was currently, it had no hope of beating its now desired victim in its current state. As a result, its body began to morph again once again, now going for a new form focused on both numbers and power in equal measure.

Because of this, Ben saw what could only be called a metallic looking bug, possessing bony eyebrows, a right arm just a bit larger than the left arm yet both have clear muscle and veins exposed, a face that could only be described as a mouth while covering its body was numerous eyes. All while the Carnitrix dial rested on the alien’s throat.

“Great, another new alien that I don’t have. Well, lets take care of you.” Ben commented with a tone of voice that just screamed that he was done with this happening. But before the hero could try to use a copy of one of Rex’s constructs and see if it can handle what this alien could bring, he stopped and had to actively try and not barf at what happened next.

Mainly, that a smaller and blood covered copy of the alien climbed out of the original’s mouth, and once it was out, the original shrunk down to the same size of this new copy. And in quick succession, this process repeated itself 2 more times until there were 8 tiny copies of the alien.

“Alright…. Gonna throw up later, but seems I now have a Ditto and Echo Echo situation.” Shock Rock said while shaking his head, before then glaring as he focused back on the current fight.

Acting fast, the teenage hero sent energy to his legs, with it forming into replicas of Rex’s “Punk busters” and with them, unleased a blast of energy from them that sent him flying towards the copies and ready to stomp down on them.

However, to his surprise, 2 of the copies succeeded in catching his stomp and with a strength that was deceptive for something of their size, they began to spin Ben around while the others jumped on top of him and soon began to claw and bite while the 2 kept spinning the hero.

“Ow! Hey, get off you li-! OW! Oh, you’re going to get it now!” Shock Rock yelled out, occasionally stopping himself to yell in pain from the attacks, though once the 2 clones spinning him tossed the teenager to the ground, the shocking weight of the other 6 clones soon introduced Ben’s back to the ground as he skidded across it, all while the little monsters still kept clawing and biting into him and they were joined by the last 2 very quickly.

But quickly, the Tennyson proved that his warning to from before wasn’t an idle one, as he soon gathered up his electrical energy and with a single, powerful pulse, launched all of the Carnitrix clones off of him.

“Alright. So his cloning power comes with the gimmick of enhanced strength. Good to know.” Muttering himself, Ben quickly pushed himself back onto his feet and stared at the recovering clones. And once they were standing, they quickly tried to rush at Ben like a pack of starving wolves that were now smelling the most delicious piece of meat in existence.

“Oh no you don’t!” Seeing this, Ben quickly manipulated the energy that made up his right arm, creating a replica of the “Blast launcher” he helped Rex make as Upgrade, and from the copied weapon, he fired out 5 beams of energy that struck 5 of the clones true, but instead of dealing damage to them, the blasts soon turned into cubes of energy that shrank in size and compressed upon the caught clones, making sure they were captured and couldn’t make more clones to escape.

Still, this did leave him with 3 other clones, and just as they tried to get at him, Shock Rock got rid of the “Blast launcher” copy and instead made a copy of the “Hyper jet”, which fired out a small blast of energy that sent the hero into the air to avoid being dogpiled by the Savage copies.

Seeing this and growling in rage, the Carnitrix determined that its Ekoplektoid DNA was useless, so it once more changed its form, which thankfully got rid of the clones, the Savage alien’s body morphing almost completely in an instant until what stood there was a transformation that actually made Ben concerned, as despite the differences, it was clear who this was.

Mainly, it was an almost robot looking alien coloured a dirt covered white and a dead green in various places, with a see through glass being on its head, arms, shoulders, and chest, but many of the large metal bits of its body was clearly dented inwards or outwards while much of the glass was cracked, and the one on top of its head was shattered, allowing a head made to look like a starving child to come out of the glass, all while it was made from radiation.

“Atomix!? Oh, you have got to be kidding me!” Seeing one of his most powerful transformations being used by the Carnitrix, Ben started getting honestly worried, but it didn’t last for long.

Because he had to focus on surviving when the Savage Atomix near instantly appeared before Ben, the Carnitrix lifting the transformation’s right fist above its head, the nuclear energy seen behind the glass of its arm glowing and making it crack a bit more, before then bringing it down, and the only reason why Ben’s currently rock made head likely wasn’t shattered was because of the energy wall he made at the last second, which absorbed most the punch’s force and the nuclear power accompanying it.

Still, this did cause him to go from nearly 1,000 feet in the air, and sent the Tennyson crashing into the ground in less than a second.

“Aw… this isn’t going to be fun, is it.” Ben said with a groan, trying to force himself back onto his feet, and thankfully, he did manage it. Just in time for the Omnitrix to flash green, and once Ben saw who he was, he smirked.

“Sweet. Just who I needed.” Ben commented with a smirk once he saw that he was currently Gravattack, but he then quickly looked up into the air to see what the Carnitrix was planning next. Which appeared to be flying down towards him and unleashing a blast of nuclear energy, but the Tennyson wasn’t afraid.

“Alright then, what comes around, goes around.” And with that statement, Ben shifted into Gravattack’s Planetoid form, making a gravitational field around himself that allowed him to grab the blast, and then spin it around himself until he found himself grabbing the Savage Atomix, keeping him in place.

And once this was done, Ben sent the nuclear energy right back, hitting his opponent square in the chest and making the Atomix scream out in pain.

Realising it needed to change things up, the Carnitrix once again transformed from its current state, and while this transformation was still robotic looking, its colour changed from the dirty white and dead green, into a rusty looking gold with a very thin body, a green glass on its stomach that revealed multiple broken gears within and a key resting in its head. All with the Carnitrix dial rested on its key.

And with the transformation completed, the Carnitrix quickly made use of its new form to freeze the flow of time, allowing the Savage Chronosapien to no longer be under the effects of the current Galilean’s gravitational hold and drop to the ground. Though, because of its damage, that time stop only lasted for 2 seconds in the Carnitrix’s perspective, allowing Ben to move and think again and see what transformation the Carnitrix was using.

“Great, and evil Clockwork. Reminds me of Maltruant already.” Ben said with a thrown before he quickly slammed his hand on the Omnitrix, transforming just in time to turn into Diamondhead and create a large crystal spike that blocked a time beam from the Carnitrix.

“Alright, time to keep you contained!” Diamondhead yelled out, slamming a fist into the ground and faster than the Carnitrix could react, it found numerous large crystal spikes bursting out of the ground, going between its joints multiple times to make sure it couldn’t move its legs or arms, while a larger crystal appeared right in front of its chest so it couldn’t use a time beam from there.

Still, this didn’t mean Ben was done, as he once again slapped a hand on the Omnitrix and transformed this time into Spidermonkey.

“Uahahahaha! And to make sure you can’t reverse time and make a monkey out of me!” The Arachnichimp said with a smirk, lifting up his tail and shooting some webbing at the key on the Savage Chronosapien’s head, which seemed to make it stuck. Still, while this looked like it meant Ben didn’t need to worry about the Clockwork breaking free now, he wasn’t stupid to think that an alien who could go intangible couldn’t get out, so for one last time, he slammed a hand onto the Omnitrix and found himself standing as Echo Echo, before quickly duplicating into 10 copies that surrounded his opponent.

“NOW. I. SUGGEST. THAT. YOU. STAY. DOWN. AND. LET. ME. SAVE. THE. KID. ME.” Ben told the Carnitrix, all while the teen twisted the dial on his watch, resulting in him transforming into Juryigg while keeping the Echo Echo clones present.

“And now it’s time! Hahahaha! TIME TO FIX, FIX, FIX, FIX, FIX!” The now Planchaküle declared with an almost… no, it was outright maniacal glee, as he jumped up towards the imprisoned Carnitrix alien and crawled along the crystal spikes until he reached up to the dial, fingers twitching in preparation to disassemble the small, but powerful piece of machinery.

Though, before Ben could even touch the dial with a finger, the Carnitrix quickly changed its form once again, its body becoming a mass of tentacles with numerous eyes peeking through any gaps they could, all while the Carnitrix dial rested in the mouth of its stomach.

But the thing that stood out the most was…

“AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” Was its horrifying, horrifying face, quite literally stripping Juryigg of all his colours as the alien collapsed onto the ground, while the Echo Echo clones soon followed in screaming, though unlike normal where it would unleash a sonic blast, this time, they were screams of terror.

The webbing on its face doing nothing to hide the horror they just saw.

Seeing this, the Carnitrix unleashed a haunting chuckle that released some gas, using a tentacle to touch the dial of the Carnitrix and making the metal tendrils appear again before they stabbed into the Savage alien, transforming into an Ultimate alien while its size grew until it stood at 15’ tall, with the sudden growth breaking the alien free from its impromptu prison that Ben made. (Use the Ink Tank’s Ultimate Toepick design as a reference, just lose the lighthouse helmet since the Carnitrix didn’t give the base alien anything to cover its face)

Acting quickly, the Carnitrix began to turn its gaze towards the many clones, and upon seeing its gaze, the numerous Sonorosians instantly turning into stone while the Ultimate Toepick grew multiple tendrils from its body that weren’t there previously to grab the statues, and then crushed them. All while one tendril ripped off the webbing on its face while many more went to Ben to force him to meet the Ultimate’s gaze.

“Danger detected to Benjamin Kirby Tennyson. Accessing Vulpimancer DNA sample.”

However, the Omnitrix wasn’t going to allow this, and as a result, it forcibly transformed Ben into Wildmutt, quickly letting the teen recover.

“Grrr?” Growling in confusion, Wildmutt shook his head to recover from seeing Toepick’s face, all while mentally deciding that the alien just solidified its spot as his 2^nd least favourite transformation. Though, he didn’t linger on those thoughts for long, as he leapt away from the tendrils trying to grab him.

“Ggggrrrr!! RRRRRRRRROOOOOOOOOAAAAAAARRRRRRRR!!!” Roaring at his opponent, Ben leapt at the Ultimate Toepick, grabbing onto many tendrils to swing between them to try and get closer to the actual body of his opponent.

Recognising the goal of its desired prey, and hoping to squash him like a bug, the Carnitrix initiated another transformation.

One that quickly grew to gargantuan sizes.

“Ggggrrrr!” Detecting the sudden size increase, Ben growled as he then ran on all fours as Wildmutt, but even then, he would get nearly stepped on but he thankfully avoided such a fate, but even then, the stomping foot created enough impact to send the hero absolutely flying and rolling across the ground in his Vulpimancer form, until he used his claws to steady himself.

Already knowing what he would be dealing with, Ben slammed what was currently his paw on the Omnitrix’s dial, and in a giant flash of green light.

“Way Big! Ha! Way to go, Omnitrix!” Now standing with the titanic size of his To'kustar form, smirking and clenching his hands into fists at getting the perfect alien for his new opponent. Speaking of…

Shifting his eyes down to the smaller alien, Ben was surprised to see that besides its face and some bulges on the transformation’s chest, the Carnitrix’s version of Way Big looked incredibly similar to himself back when he first gained this form. But unlike Ben’s version, the Savage Way Big had an extra 2, extending outward pair of legs that didn’t have feet.

“Heh. Alright, let’s get the big guns fight over with.” Ben commented as he crouched down a little and brought up both of his arms for a fighting stance, all while the Savage To’kustar roared in rage before leaping at the hero, who having some experience with the same attack from a Way Bad, easily was able to shift his body to the side, grab the Carnitrix by the arm, and flipped the Savage alien so that its back would hit the ground.

Following up on this, Ben would then throw a punch at his opponent’s face, causing the ground under the alien’s head to cave in, before then raising up his opponent by the arm.

“Word of advice. Try fighting smarter when you are even weaker than the Way Bads from back home.” And with that taunt, Ben would follow up with a knee to the gut that made his foe cry out in pain before then tossing him away.

Using its 4 legs to actually land on its feet, the Savage Way Big would quickly cross its arms and build up Cosmic energy for a few seconds before a blood red beam shot out towards the Hero of heroes, who only continued smirking at the sight.

And he quickly showed why, because Ben would soon cross his own arms and in an instant, built up Cosmic energy himself before firing a bright green beam that instantly began overpower the Carnitrix’s, resulting in the green beam soon slamming into the Carnitrix’s arms.

Though, to Ben’s silent surprise, this didn’t send the Way Big flying back. Instead, it actually was staying put, even if it was slowly being pushed back. Though, he quickly realised that this was because the front pair of legs literally dug into the ground to resist being pushed back while the hind legs stood their ground from behind.

Seeing this, and not wanting his younger self to be in more pain than needed, Ben cancelled the beam and charged forward at an incredible speed that would make anyone watching see him as nothing but a blur, lowering his fist a bit before then landing an uppercut that sent his opponent flying into the air, grabbing one of its legs, and then slamming the Carnitrix into the ground.

However, the Carnitrix would not stay down, and as it roared out in a rage, it used one of its legs and kicked Ben in the face, forcing him back a few steps. But that was all the monstrous watch needed for what it was about to do next.

Because the Carnitrix slammed its hand onto the dial, one more bringing out the metal tendrils, and after being covered by a blue light, its size began to until it stood above Ben in height while a dark blue covered much of the white of its original To’kustar form while 2 more frills appeared on its head, and when counting the hero’s own single head frill, you could see that the teen barely reached the bottom of the Carnitrix’s ribcage in height.

“Oh, you have got to be kidding me.”

And as soon as those words were spoken, the Ultimate To’kustar roared in Ben’s face, almost making the teen gag.

That breath was even worse than Stinkfly’s smell!

Sadly, that thought proved to have been a mistake, as the Carnitrix delivered a devastating blow to Way Big’s gut, making Ben gasp out in pain before another punch sent him flying and skidding across the ground, but being in situations like this before, Ben rolled across the ground and quickly got back to his feet, just in time to see a disk made of Cosmic energy come flying at him, something Way Big was just barely able to dodge.

Crossing his arms, Ben charged up another Cosmic Ray and shot it at the Carnitrix the moment that the charge up was complete, causing the Savage Ultimate to do the same and when they entered a beam clash, the blasts of pure green and blue coloured Cosmic energies stubbornly fought against each other, neither willing to give in.

Though, this did make Ben realise something. That him and the Carnitrix, at this moment, could not overpower each other. Meaning that he had to use a different strategy, but what could he use at the moment that would take out an Ultimate Way Big…?

“Hold on…. This might actually kill two birds with one stone.”

Smirking to himself at the plan he just thought out, Ben stopped firing his Cosmic Ray, which lead to the Ultimate Way Big’s own beam to come flying right at his face. But before it could hit, a flash of green light appeared, causing Way Big to disappear while the Savage Ultimate Way Big’s Cosmic Ray flew by harmlessly.

Looking around in rage and confusion, the Carnitrix tried to find where the hero went. But it didn’t, not before Ben struck.

“Now then, time to take a page from Eon’s book!” Now standing as his own Clockwork, Ben charged up Chrono energy from his chest and then fired the time beam at the Carnitrix, and once it landed, the Ultimate Savage Way Big screamed out as it began to shrink, first returning to that of its regular Savage To’kustar form, and then shrinking once again…

Until the Ben Tennyson of this universe stood, tears running down his eyes.

“Please… stop it….” The young child begged, causing Clockwork to approach.

“Don’t worry kid. One more time blast should do the trick.” Clockwork reassured him, raising a fist as it was covered in green energy, the teenage hero prepared to reverse the Carnitrix’s own personal timeline so that it would be disassembled; while also reversing the time of his counterpart so this wouldn’t hurt him.

The nightmare was about to end. But for one, this being undone was a nightmare.

It was a nightmare for the Carnitrix. And it wouldn’t let itself be separated from what it could only call the perfect host.

So… it decided that it was no longer going to play with this ‘hero’. And it made both versions of Ben aware of this.

“Accessing Celestialsapien DNA sample.”

Chapter Text

The Carnitrix would not lose.

Its purpose was to destroy life and prove how superior the Galvans were to other species, even more so than the feared Celestialsapiens themselves. That was what its creator made it for. And in order to do that, it needed to kill this older version of its host.

In truth though, the Carnitrix itself hated all life, including its creator’s species despite all of his precautions. In fact, it doubted that Azmuth truly knew what he made, but the watch was completely sentient, and just like its host, it felt the pain of transforming, it felt this unstoppable instinct to kill.

Oh, but it should be clear that was the only similarity it shared with Benjamin. Unlike its perfect host, the Carnitrix was more than willing to go along with the killing, all to willing to eliminate all so that it wouldn’t be forced to transform and thus, its pain ends.

As a result… the Carnitrix somewhat sympathised with its Benjamin, since they were both going through the same pain, and in truth… it looked forward to meeting him since its creator obtained the Celestialsapien DNA it contained. All thanks to those two floating faces that gave it so much information when they were kicked out of the DNA, and not destroyed.

The Carnitrix was always confused as to how Azmuth actually thought he could eliminate the personalities engraved into a Celestialsapien’s DNA. Sure, he pulled it off on that surprise Ectonurite that got trapped within it, but comparing them would be like comparing an atom to an Annihilargh.

But to get back on track, being gifted the DNA of a creature beyond the boundaries of the universe provided the Carnitrix with some interesting… information. Like how in 99.99% of the Omniverse, the one to obtain those abomination versions of it was a being by the name of Benjamin Kirby Tennyson.

It wasn’t able to look too much into it, especially since Azmuth had turned it off after he obtained the Celestialsapien DNA, but what it learned instantly gave the Carnitrix an obsession with this boy.

Using versions of it in ways that the much more intelligent versions of its creator would have never thought, giving up on 3 sources of infinite power all at once despite it corrupting his soul, trapping the most powerful Chronosapien in existence in a time loop that it hasn’t even realised exists despite it having complete control over the infinite timestream across the Multiverse, gaining control over the power of a Celestialsapien without any tampering and holding a big bang…

Well, sufficed to say that the Carnitrix was looking forward to meeting the Benjamin of its reality. It had even planned on leaving its creator to find him itself.

And now… another Benjamin was threatening not only to remove it from its perfect host, but also turn it into nothing, and all with a time beam!?

Sufficed to say, the Carnitrix wasn’t going to let the overconfident teenager win.

And no matter what, nothing could stand up to a Celestialsapien.

“Not even you, little watch.”

…What wa-?

…

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…

…

…

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…

…

…

…

…

…

…

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“…To think I created life again. You were a disappointment, Carnitrix”

…

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…

“But at least you’ll still be of use to me. And this boy shall be the instrument to completing my goal.”

Ben Prime’s perspective

“NO!!” Hearing the declaration from the Carnitrix, Ben immediately fired the time beam right at his counterpart, hoping that it would stop the Carnitrix’s version of Alien X from showing up. But once the time beam died down…

Ben could only stare in horror as it did nothing, all while his counterpart’s eyes have turned a pure glowing white and his body began to twitch.

“Who… am… I…?” The younger Ben questioned, his voice slowly sounding like two people were speaking at once while a darkness that could only be found in space began to slowly crawl up his through his veins, already reaching and being visible in his neck and half of the boy’s face.

Then, to Ben Prime’s shock, that darkness around his counterparts face began to push out from inside his other self’s skin, until that darkness tore through skin to reveal what looked like an extremely malnourished face despite it being a Celestialsapien.

But Ben’s shock turned into horror when he saw glowing teeth and a mouth appear on the alien half’s face, giving the teenager Ben a feral grin that made the sharpness of those teeth very clear.

“God.”

And soon after, the rest of the transformation began to continue, as the darkness began to travel and show itself through the rest of the younger Ben’s veins while the parts of his body that were already infected by this darkness slowly began to contort, bones snapping into place.

“I won’t let you!” Ben yelled, charging up Chrono energy into his chest, and then unleash a large blast that sped towards the transforming boy, but at this point in time, the Young Ben’s left arm had transformed into a elongated limb that could only me compared to the night sky and had fingers that could only be called the sharpest things in existence.

With that part of its transformation complete, the Alien X raised the limb and grabbed the Time beam, quickly turning it into an orb that it then crushed. And with the attack stopped, the transformation continued, as the darkness within the still human body parts’ veins have now reached all through the body.

This was now causing the Kid Ben to float up in the air while Ben Prime took nervous steps back, watching as the right arm, the body, and the legs all growing longer and snapping into new places that made the snapping bones very clear within the forest. Then, once the body of the Carnitrix’s Alien X was formed, the stary darkness from the half Alien X face began to crawl over the human half, stabbing into it to make it look as malnourished as the other half until the full face of the Savage Celestialsapien was revealed.

And to top it all off, were the 3 horn like protrusions coming out of the alien’s skull, the Carnitrix’s dial appearing on the chest, and large metal tendrils coming out of the chest, and another tendril in the right arm.

“Omnitrix, turn me into Alien X now!” Ben yelled as he went to slam his hand onto the watch, only for the Carnitrix’s Alien X to appear right in front of him and easily grab the hero’s arm.

“So… this is the greatest hero of creation? I must say, you are a disappointment.” The Savage Celestialsapien said, taking the teenager by surprise.

“Wait, you can talk?” Ben questioned, earning him a dark chuckle that was truly disturbing.

“Oh, but of course I can. After all, unlike you or my invention, I’m not a disappointment.” The Alien X said, confusing Ben more before it made sense.

“So, you’re the Azmuth of this world.” Clockwork said, making this Azmuth controlling the Alien X’s body smile.

“Hm, appears you aren’t as stupid as you look. Which says something since you aren’t even using a Galvan form.” Azmuth mockingly said before a disgusted scowl appeared on the Celestialsapien’s face. “But yes. And the only one with actual sense. Those other versions of myself are fools for helping life and entrusting a weapon like ours to you.”

“No. You aren’t actually Azmuth.” Ben said with a glare, earning him a growl.

Then, with a swift moment, the possessed Celestialsapien tore off Ben’s arm, making the current Chronosapien scream out in pain before soon feeling the severed arm slam into him and sending the hero flying through multiple trees until he finally stopped in a clearing.

“Ow.” Was all Ben could say as he laid on the ground for a moment, until a green flash of light covered his body and now allowed him to be Swampfire instead.

“Well, at least you gave me someone who will take care of the arm issue. Still Omnitrix, we’re facing an Alien X right now, so why didn’t you turn me into our own?” Ben questioned the watch as he stood back up, looking around for the Azmuth of this world.

After all, since he’s somehow convincing Bellicus and Serena to play along with everything, or at least of basic controls, that means that he could appear from anywhere.

“Transformation 10 is currently already in use.” The Omnitrix said, and before Ben could speak…

“Well, ain’t that just a shame for you.” Hearing this world’s Azmuth behind him, Ben spun around while fire ignited within his hands, and then unleashed the powerful flames on the back of the Carnitrix’s Alien X.

“Really, this is just becoming all the more disappointing.” Evil Azmuth said as he thought of a single command, and that was all the was needed for the flames striking him to stop hitting him, and instead, spin around to strike Ben.

Seeing this, Ben quickly slammed his hand onto the Omnitrix and transformed into Four Arms, and with his Tetramand form, he clapped with both sets of arms to create a pair of sonic blasts that dispelled the flames. Still, this left the hero vulnerable to getting his face grabbed by Evil Azmuth, causing Ben to grab at the limb to try and get it off.

“Face it human. Since even the DNA of Celestialsapiens transcend the laws of the infinite timestream across the Omniverse, and alters all of it with a mere thought, there is nothing that you can do that can stop me.” The Carnitrix Alien X said, only to briefly pause in surprise as he heard a bit of a laugh.

“Yet you can’t, can you.” Ben commented with a smirk, his words clearly not a question. Something that quickly earned him a glare before he was raised up into the air and slammed hard into the ground, causing it to crack while the Celestialsapien pushed his head further into the ground, earning pained grunts of discomfort.

“Tell me boy, why do you think that?” Azmuth questioned venomously, earning him a laugh again.

“It ain’t obvious? Just like how your reaction proved that you aren’t the actual Azmuth of this reality when I pointed it out, this reaction gave it away. And I have been Alien X before, and I know how that form works.” Ben said, before there was then a flash of green light and instead of Four Arms, there was…

“Nothing?” Azmuth questioned in surprise, looking around in confusion as to where Ben went. And unnoticed to the Carnitrix creator, an extremely small, metallic being that flew up into the air and above the corrupted alien.

“Hehe. No one ever expects something big becoming so small.” Nanomech said with a smile as he continued flying into the air, before looking down and flying back at top speed, before then slamming his little hand on the Omnitrix.

“There you are!” And in that exact instant, the evil Azmuth looked right at the spinning Cannonbolt coming at him at high speeds from above, and as a result, he raised a hand and caught the Arburian Pelarota with a single hand.

“…I did not think this through.” Cannonbolt said, only to immediately get punched and it was only thanks to the Omnitrix transforming Ben into Goop that he wasn’t killed, or at least fatally skewered by the attack, and even then, the force accompanying the attack sending the Polymorph’s body in pieces, alongside the Anti-Gravity Projector.

“Okay, so I have to think smarter over trying more brute force, which I really should have done from the start. But what aliens in the watch can affect even a weakened Alien X?” Ben thought to himself as the Anti-Gravity Projector got to work with gathering up his alien body pieces and remoulding it back into Goop.

“Alright Tennyson, think. What do you have that can help take this guy down?” Goop asked as he tapped his chin, only to freeze when he heard a voice speak from all directions.

“None.”

And just like that, evil Azmuth appeared right in front of Ben, moving one of his hands to turn it into a fist that can hold a ball, causing the teen’s current body to be forced into such a shape, and already Ben could feel his shape getting compressed into something smaller.

Thankfully, the Omnitrix realised the danger that this presented to Ben and now gave him a new form to escape and it was revealed within a flash of green light.

And the new alien happened to be one that resembled a cross between a turtle and a beetle, with segmented yellow arms and legs that end in stumps, and blue sleeve-like plating on his shoulders. He has a turtle-like face with sunken green eyes and visible nostrils and has two beetle-like antennae ending in yellow bulbs. His skin is green, and has a blue, yellow, and red circular pattern on his stomach. On his back is a blue, turtle-like shell with a red rim and red rock-like spikes on it and the Omnitrix rested itself on the red armour plate on the alien’s head.

“Huh. A new guy again.” Ben said, more idly noting his new transformation as he tried to push back against the unseen barrier closing in on him. Then, when the constricting force began to overwhelm the hero, a colourful aura that changed quickly before the hero disappeared as he teleported away.

“Well, seems this guy is good for getting away.” Ben said in relief and he stood back up and stretched a little, before then looking over himself. “Definitely don’t recognise this one, and as much as I would love to name him, I definitely don’t have the time to try that right now. Now then Omnitrix, please give me something good here.”

And with that, Ben slammed his hand onto the Omnitrix, transforming him into another old alien that he hadn’t used in a few months.

“Chamalien? Actually… this may give me the perfect chance to help the little me.” The Omnitrix wielder said with a smile as his body began to change colours rapidly in a way that made him instantly look invisible.

“Where are you boy!?” And just in time for Evil Azmuth to arrive, causing Ben to go silent so that the plan he had in mind could work, even going as far as to not move a muscle or breath for a moment.

Growling in a feral manner that could almost make one believe that he was just like any previous transformation within that nightmare watch, the Celestialsapien began walking around in search of him. And once he got practically within an inch’s distance from him…

“BOO!” Ben cried out, shocking his opponent while he slammed a hand onto the Omnitrix’s dial while reaching forward with his other, and in a flash of green light, he became Ghostfreak.

And before the Evil Azmuth could recover, Ben’s hand phased into his head and the now Ectonurite began to push into the madman’s mind.

“GGGGGGAAAAAGGGGGHHHHH!!!! GET… OOOOOOOOOOOOOOOUUUUUUUUUUUUUUUUUUTTTTTTTTTTTTTTTT!!!!!!!!!!!!!!!!!!!!!” The evil Celestialsapien screamed, and the force behind it and the mental defence of this monster almost pushed Ben away.

Keyword being almost.

“Ha! Sorry to say, but this isn’t just your choice to make! Isn’t that right, Ben!?” Ghostfreak said, bringing out his tentacles to wrap around the Alien X, and slowly, but successfully, pull himself into the Celestialsapien’s body…

And into its mind.

Location: Carnitrix Alien X’s mindscape

“One, two… I’m coming for you….” Hearing the mocking song of the monster that started tormenting him from the moment that watch stuck itself to his wrist, 10-year-old Ben Tennyson covered his mouth to stop himself from making a sound, tears welling up in his eyes as he hid under a desk within a perfect replica of the classroom he only left that day to have what he thought would be a fun Summer vacation with his grandfather.

Only for this horror to be his reality.

“Three, Four… I know where you are…” And within the hallway that would lead to that classroom, Azmuth, still looking like a malnourished Celestialsapien, sang out while dragging a clawed finger across a set of lockers, the sound of metal being cut through echoing throughout the entire building that held only the two of them.

“Five, Six… Running has no use…” Then once he approached the door to the classroom that Ben was hiding in, Azmuth grabbed the handle to the door, and slowly opened it.

“Seven, Eight… Your time has come…” And now, Azmuth stepped into the classroom, taking his time as he approached the desk that Ben was using to hide.

“Nine-” Now standing above the desk, the Celestialsapien reached forward, preparing to grab the desk and toss it aside to see the boy whose will he’ll break. But as he did so…

“TEN! You’re Doofus!” Ghostfreak suddenly appeared right in front of Azmuth, much to his shock and it also made the kid Ben look up from his hiding place to see what was happening. But before either of them could really process the Ectonurite’s sudden appearance, the teenage hero pulled back and arm and threw a punch that hit his opponent right in the face, and sent the evil Celestialsapien flying away and through a wall thanks to that punch.

“That should buy us some time.” The young hero commented before he shifted his attention to the kid version of himself, who looked at the ghost alien in shock and awe.

“Hey there mini me.” Ghostfreak greeted his child counterpart, before there was a flash of greenlight and Ben 10 stood in place of his last alien form. “Hope I didn’t keep you waiting too long.”

Looking in shock at this teenager version of himself, the kid Ben just looked at him for a moment before he came out of it when his teenage counterpart held out a hand for him to take.

“The name’s Ben Tennyson, like you. But to make things easier, just call me Ben 10.” The older Ben said, smirking a little as he pointed at the number resting on the chest of his shirt. “After all, I’m the one between us that has the number clearly displayed.”

Hearing that, the young Ben couldn’t help but release a weak laugh as he took his older self’s offered hand.

“That sounds like something the dweeb would say.” The kid Ben said as he was helped back onto his feet, making his older self-laugh a little bit.

“Well, you aren’t wrong. So, you ready to take out your first bad guy?” Ben 10 questioned his counterpart, but before he could get a respond, they both heard the sound of wood breaking under a fist.

“TENNYSOOOOOOOOOOOOOOONNNNN!!!!” And soon, they heard the following scream of rage from the evil Azmuth.

“Huh. I think that is the fastest I have ever got to a bad guy screaming my last name in rage.” Ben 10 commented, only to look towards his other self and see him looking terrified.

“I… I can’t face him! I couldn’t fight back against him before, so why is it different now!?” The younger of the Tennyson pair cried out, about to take a step back but stopped when he felt a hand be placed on his shoulder.

“Because you aren’t alone this time. And trust me, this guy is only going to be as strong as you fear him.” The Omnitrix wielder said before shifting his attention to his watch and brought up the holographic display, and began to look for an alien to turn into. “So just look at this guy like JT and Cash. Just a bully who you need to stand up to for the sake of others, especially when they aren’t actually that strong.”

And with that piece of advice given, Ben selected an alien and slammed his hand onto the watch, transforming him into Kickin Hawk.

“After all, fighting for others is what a hero does.” Kickin Hawk told the kid before getting into a guarded position, and when Evil Azmuth came flying right at him, the transformed hero performed a spinning kick and used his prehensile foot to grab the corrupted Celestialsapien by the face, and tossed him out of the school.

“Case in point. This guy may be my foot-to-head fighter and my best choice for skill, but he’s nowhere near close to my strongest transformation. And right now, here I am not needing to pay real attention to take them jerk down.” And with that piece of advice given, Kickin Hawk calmly walked after his opponent, leaving his younger self to think on his words.

“You… Do you have any idea what you are doing!?” Evil Azmuth yelled in outrage, getting the teenager to shrug his shoulders uncaringly.

“I don’t know. Making a mess of evil plan number whatever?” Ben questioned while crossing his arms and wearing a smirk on his currently beaked face, earning his a growl.

“You insufferable!! You are far more annoying than your grandfather had ever been!!!” Screaming, the evil Celestialsapien proceeded to teleport behind Ben and tried to slash at his head, only for the hero to then turn into Upchuck to dodge the blow, before then quickly eating a piece of the ground thanks to his multiple tongues and then firing out explosive vomit his opponent, causing him to stumble back.

Slamming his hand onto the watch, Ben found himself turning into Stinkfly and quickly shot a blast of slime from his mouth that covered Evil Azmuth’s face, before then transforming into Swampfire and shot a blast of fire, and once that made contact with the slime, it ignited and created a large explosion that actually sent the corrupted Celestialsapien flying away for a moment.

“Come on pal, lets see if you can keep up!” Taunting his opponent, Ben then transformed into Jetray and flew up into the air, earning him a roar of rage that would certainly belong to one of the Savage aliens the Tennyson had fought up to this point.

“I’LL TEAR YOU APART ONE CONCEPT AT A TIME UNTIL THE OMNIVERSE ITSELF WILL NEVER BE ABLE TO RECOGNISE YOU AGAIN!!!” And thankfully for the hero, his opponent fell for the taunt, chasing after the Aerophibian as he flew away and across the mental recreation of Bellwood.

“YOU CAN’T ESCAPE ME!!” Evil Azmuth yelled, and unseen to him, Ben smirked a little.

“Who said I was?” Ben questioned, before he then transformed into Astrodactyl, who then released a Propulsion Blast from his biological jetpack that hit Evil Azmuth head on, forcing the mad Galvan to crash into the ground.

Seeing this and not wanting to give him a chance to recover, Ben quickly turned back into Jetray and flew at his opponent while firing Neuroshock blasts from his eyes and tail that hit its mark and not only kept the corrupted Celestialsapien in place, but also dragged him through the ground thanks to the force of the blasts, all while the hero flew after him.

Getting increasingly more and more enraged, the corrupted Celestialsapien suddenly disappeared and appeared behind Ben, grabbing the transforming hero in a full nelson hold, but that quickly proved ineffective when Ben transformed into Walkatrout and fell out of the hold, and once he was free, Ben quickly transformed into Spitter and released a vomit blast that covered Evil Azmuth in the stuff.

“Hope you like the shocks!” Ben yelled out as he transformed into Snare-Oh and sent out numerous bandages that wrapped around Evil Azmuth, before then quickly transforming into Frankenstrike on top of the corrupted Celestialsapien and releasing a full body blast of electricity that made his opponent scream out in pain thanks to both the electricity, and Spitter’s vomit making things more potent.

However, in order to escape, Evil Azmuth teleported Ben back onto the ground, confusing the hero as he looked around for the mad Galvan while said being quickly recovered. And as he glared, he quickly teleported himself behind the current Transylian and went for a blow right at his hear when…

“Oh no you don’t!”

Ultra Ben appeared, flying at an incredible speed and slamming a fist right into the one that had been mentally tormenting him since the watch stuck itself to his wrist and sent him right through a wall and making a building collapse on top of him.

“Huh? Oh man, I haven’t thought about Ultra Ben in so long.” Frankenstrike said with a smile as he then transformed back into his human form, causing his child counterpart to smirk at him.

“And I don’t know why you would. After all, we are awesome like this!” Ultra Ben said, earning a laugh from the teenage Tennyson.

“Trust me, being aliens from my watch is pretty amazing. And I’d only give that up to keep our family safe.” Ben 10 said with a smirk of his own, all while offering his hand for a handshake. “Anyways, I got to admit that I’m impressed. I honestly thought it may take a little longer for you to join in, but I’m glad you showed up.”

“You didn’t doubt I would show up?” Ultra Ben asked with a bit of surprise, but still took the offered hand and shook it.

“You kidding? We’re Tennysons, ain’t no way we won’t fight with everything we have to keep even the Queen of Cooties safe.” The Omnitrix wielder said, causing the two boys to share a laugh for a moment. “Especially when we are fighting generic bad guy number one trillion over there.”

“Grrrrrrrr!!” Hearing the growl of rage, both Tennysons looked towards Evil Azmuth as they saw the mad Galvan climb out of the rubble of the mental building, glaring furiously at the pair of Bens before then focusing a bit more on the child version.

“You fool! You should have fled while you had the chance!” The corrupted Celestialsapien declared, momentarily making the child flinch back before he quickly recomposed himself and glared back from behind his visor.

“That’s where you are wrong! You might have tricked me thanks to those other… things, but you don’t have control! Especially not now that I have help!” Ultra Ben declared while he took off his visor, transforming back to normal.

“Kid here is right Azzy! After all, if you can’t kick me out of this place the moment I made myself known, or take me out in the real world, then it’s clear you can’t use that power on your own.” Ben 10 added on, before then glaring seriously at this mad man. “If I’m to guess, the reason why you didn’t bring in Alien X immediately was to condition the little me. Making it clear that he couldn’t do anything with the other aliens, and once this one comes out, he’d have the idea of ‘If I can’t control those ones, why would this alien be different, especially when it’s so strong’ in his head.”

And with that said, the teenager scowled.

“You really are disgusting to do something like that to a person. And now, you are going to regret it now that you are facing the Team Tennyson special.”

For a moment, there wasn’t another action between the 3, all of them merely staring each other down and waiting to see who would make the first move.

But then… Evil Azmuth began to laugh.

“Hehe… Hehehe… Hahahahahahahahaha HAHAHAHAHAHAHAHAHAHAHAHA!!!!!!” Laughing out in a way that causing his voice to echo within this mental world.

“Don’t you dare underestimate me brat! The only reason why you still exist is because I chose to have fun before eliminating all inferior life in this universe!” Yelling out in a rage, Evil Azmuth absolutely snarled in rage while the ground beneath him cracked from the force of his yell.

“Oh yeah!? Well, why don’t you prove it!” Kid Ben yelled out in counter, with the teenage Tennyson snickering to himself a bit.

But that quickly stopped when he saw Evil Azmuth smile.

“Very well then.” Was all he said, and unknown to the 2 Tennysons…

Within the real world, the Corrupted Celestialsapien slammed his hand onto the Carnitrix’s dial, causing 4 metal tendrils to come out and stab into the alien body. But for the group within the mind.

“Aaaaaahhhhhhh!!!!” Screaming in terror, the kid Ben tried to get away when a seemingly endless number of metal tendrils appeared out of nowhere and went after him.

“Hold on!” Meanwhile, Ben 10 saw this and quickly transformed into Ghostfreak, but before he could act, Evil Azmuth appeared before him, now looking like a being made out of light, and grabbing the Ectonurite by the throat.

“Oh, don’t think I haven’t forgotten you, dear hero. But don’t worry, this isn’t the situation you’ll need to deal with now.” The mad Galvan told him with a voice that was filled with false kindness, allowing the teenager to watch as his counterpart’s limbs get coiled around by many of the metal tendrils.

But just as one metal tendril looked ready to stab into the back of the child’s head, Ben 10 gasped out in pain when he felt a punch connect with his stomach, and with it, he was punched out of the mindscape, out of the Alien X’s body, and right back into the real world, rolling across the ground while groaning.

“Yep. Definitely will be feeling that tomorrow. And probably still will for the next month.” Ben groaned as he forced his ghostly body back up, only for his singular eye to widen in horror at what stood in front of him.

It was still undeniably an Alien X made by the Carnitrix. It still kept the shame shape this form did only moments ago, but now, the metal tendrils within its space like body was gone, while the darkness of its form was replaced by a cosmic blue and purple colours, the horn protrusions became even larger and residing on the alien’s shoulders were green constructs that vaguely looked like faces, but they lacked much detail, but even with that, the Tennyson could tell that they weren’t made after Bellicus and Serena and instead based on someone else.

“Ah, now that is the kind of face someone of an inferior species should have.” Evil Azmuth said, floating up into the air with his new form, and despite how terrifying it was…

Ben had to acknowledge that right now, the mad Galvan was an Ultimate Alien X.

“What did you do to the other me?” Ben questioned with a glare, earning him a mocking laugh from this fake Azmuth.

“It isn’t obvious? The evolutionary feature improves upon the existing DNA I collected and stored within the Carnitrix, and one such way that a Celestialsapien can be improved upon is giving all of that control to a single personality, something I made sure would be with me.” Evil Azmuth said with a smile on his face before then creating a small ball of energy.

“Though, such a small thing is of no importance. Instead, I want to test something….” The mad Galvan went on, floating the ball of energy in front of him and pointing at it.

“And that’s how you can handle an incomprehensibly small amount of Omnipotence.” And with that, the Ultimate Celestialsapien tapped on the energy, releasing a massive beam of energy that flew right towards the hero and began to expand.

Seeing this, Ben quickly raised his arms in defence to try and catch the blast, trusting in the Omnitrix to give him the right alien. And the watch, sensing the danger, transformed Ben into Feedback, who caught the blast of energy with the plugs that made his fingers and began to absorb the blast.

“GAGH!! THIS!!! THIS IS SO MUCH WORSE THAN THE BIG BANG!!!!” Feedback growled in pain, the amount of power he was trying to absorb almost making it feel like his arms were going to explode trying to take in all of this power.

But he couldn’t give up!

Acting through the pain to keep everything safe, Ben moved the antenna on his head and tail to connect with the blast, and through their own plug-like conductors, began to absorb some energy through those as well.

From there, the now Conductoid didn’t know how long it took for him to absorb all of that power. A few seconds? A few minutes? And hour?

Regardless of how long it took, two things were for sure. One, Feedback was successful in absorbing all of the overwhelming energy that was used by the Ultimate Alien X. The second…

“Just as I anticipated. You’re practically dead right now.” Evil Azmuth commented with a smirk as he walked up to the kneeling hero, his body practically smoking from the energy overload in his body.

Then, the Corrupted Ultimate Celestialsapien held out a hand and created a mass of darkness that looked ready to try and expand and consume everything, holding it right in front of the hero’s single eye.

“This right here is a form of matter I just created that is highly similar to the properties of an Annihilargh when it goes off in an existing universe. The only beings spared by this shall be my kind and myself, and once this reality is gone, I shall take care of the rest of the Multiverse. So enjoy these last moments, Ben 10.”

And with that, Evil Azmuth let the mass go and turned away, creating a portal to another reality while allowing the mass to already start expanding and begin the process to destroy the universe. But as the mass began to approach Ben himself…

“Transformation 10 access granted.”

“Wha-?” Hearing that, the mad Galvan turned to look in the direction of that voice, he was greeted by the sight of a green flash of light, and… nothing?

And it wasn’t even the form of nothing he was expecting. Because instead of a black void that should be there after a universe was brought to an end, the ground and everything around him looked perfectly fine.

“I believe this, is yours.”

Before the Galvan controlling the body of one of the strongest creatures in all of the Omniverse could react, he was introduced to the destructive mass he created behind held right in front of his face being held in a stary hand. Then, the hand turned into a fist, causing the mass to explode into a blinding light before the fist slammed right into his face, causing the ground below him to explode from the force and send him flying out of the atmosphere before Evil Azmuth regained control of himself.

“WHAT!?” Yelling in rage while wiping away a bit of blood from his mouth. Then, he saw who punched him as the entity teleported only a few feet away from him, making Evil Azmuth tense and lean away a bit.

“Why do I have a feeling you didn’t want to meet this one?” Another Celestialsapien said, 3 voices echoing in perfect unity while the Omnitrix dial rested on the alien’s chest.

Chapter Text

Max’s perspective

Location: Vilgax’s ship

“Gwen, get behind me!” Max ordered his granddaughter as he used the Proto-Tool’s shield mode to keep himself and Gwen safe from the blaster fire aimed at the group by the rogue drones.

Seeing that Max was prioritising the safety of his grandchild, Tetrax would end up jumping above the pair of Tennysons and unleash a hail storm of crystal shard fire, each one masterfully striking many of the drones directly in their heads, causing those very parts of the drones to explode and collapse, primarily thanks to their main processors being inside the heads.

Following up on this, Vilgax charged forward and threw a punch forward that went straight through the chest of another drone, before then spinning around and flinging the machine off of his arm, sending it right into one of the flying drones and caused them both to explode. However, this seemed to leave the Chimera Sui Generis and he certainly would have been shot by a blaster if he was on his own, but thankfully for the long lived Plumber, Max noticed this and shifted the Proto-Tool into Blaster mode and fired, taking off both of the machine’s arms as a result.

Yet, to the surprise of the elder Tennyson, the dark blue highlights of the machines all around him, which showed that they were functioning, changed into bright green.

“Um… I’m assuming green is good here, right?” Gwen asked nervously as she witnessed each of the remaining machines stop moving. Heck, not a single drone was moving even an inch and the flying ones just drop to the ground.

“Might look like it, but it’s very rare when things are that simple.” Max told his granddaughter as him, Vilgax and Tetrax observed the current situation.

“A good mindset to keep, Maxwell. Though in this case, it really is that simple.” A new voice said, causing all 3v Plumbers to instantly spin around, all of them aiming a weapon at what appeared to be a human man with a mechanical hand and on his shoulder, was a Galvan.

One that all of the Plumbers recognised.

“Azmuth!? How are you even alive!?” Vilgax questioned in shock as he stared at the Galvan that should be dead. In fact, he saw that the mad Galvan was dead, dying due to overdosing himself with the very medicine that the monster used to continue living.

“Hm. It appears that this universe truly is filled with impossibilities. I was certain that if I was meant to be incapable of evil in all worlds, then Vilgax would always be evil in all of them in return.” Azmuth commented idly, confusing all of the Plumbers. But as the human approached them, all 3 of them realised a detail thanks to that getting Azmuth closer to them by default.

“You’re… younger?” Tetrax questioned, which by consequence, made Azmuth look at the Petrosapien curiously.

“Hm… it appears I am mistaken then. The ‘Azmuth’ of this universe is an imposter, or… a possibility I would like to not entertain until confirmed.” The Galvan said, a deep frown coming onto his face. “But to answer, no. I am not younger, but merely a being from another universe, and I’m sure the presence of a 16-year old Ben Tennyson is proof that my claims are not invalid.”

“So, you’re the one that gave the alternate version of my grandson that… Omnitrix, correct?” Max questioned Azmuth, earning him a nod and small smile.

“It’s good to see that you continue to have a good head on your shoulders, Tennyson. Also, you won’t need to worry about the drones getting to the Chronosapien Time Bomb now, considering I disabled the virus infecting them all.” Azmuth said, before then looking at his companion. “Though everything will have to wait. We are on a tight schedule, are we not?”

“Indeed, we are.” The human said with a smile, and without even blinking, everyone suddenly found themselves on the bridge of the whole ship.

“What!? How are we…?” Gwen cried out in shock while looking around, trying to figure out what has happened.

“A simple trick that happens when one figures out the secrets of time, young Gwendalyn.” The human man said, before then looking at the abyss of space. “Though right now, all any of us can do is wait and watch as the final clash is about to happen.”

Hearing those foreboding words, Vilgax frowned before he walked over to a console and brought down a monitor tracking the Carnitrix, and by consequence the Omnitrix, and saw a sight that the alien thought was impossible.

Two Celestialsapiens, preparing for battle with one another.

Prime Alien X’s perspective

Location: Out of Earth’s orbit

“What’s wrong buddy? Upset you aren’t the only one with this ace in their watch?” Alien X questioned the evil Azmuth, causing the Ultimate Celestialsapien to growl in a way that could easily trick someone into thinking that he was a Vulpimancer instead.

Though soon, the growling stopped… and a light chuckle escaped the throat of the Savage Alien X.

“I must admit, I never thought I would find an inferior creature that would irritate me to this extent.” The mad man stated, with his words earning an eyeroll from the transformed hero. “But even the power of the Celestialsapiens are now nothing compared to what I have bec-!!”

Azmuth was unable to say one more word before Alien X suddenly appeared in front of the sociopath and backhanded him, sending the monster flying headfirst into the moon of Earth, cracking the surface of the celestial body. Yet, before pieces could break away from it and effect earth, Ben lightly manipulated the flow of time for the moon and reversed the damage to it.

“Look pal, I might be one to entertain a monologue to see if something new comes from it if nothing else, but at this point, you are just annoying.” Alien X commented as he teleported once again and placed a foot on the chest of his opponent before he could move. “Besides, I still need to figure out how to help the younger me, so just be a good one time bad guy, and sit still while I think of a solution.”

“You… DON’T YOU DARE MOCK ME!!!!!!” The evil Azmuth absolutely screamed, the force behind it actual sending Alien X flying back for a second, yet that was all the creator of the Carnitrix needed to stand back up and deliver a punch to the Celestialsapien’s gut, before he then grabbed the hero by the face and tossed him right through the moon, splitting the celestial body in half as a result.

“Really?” Alien X questioned as he straightened himself up, before then lazily waving an arm and putting the moon back together. With that done, the teenage hero leaned back and avoided a clawed swipe from his opponent, and then quickly dodged another swipe before the Savage Ultimate alien went in for a punch, only for the sociopath to be caught by surprise when a portal manifested in front of the punch, resulting in punching himself.

However, the evil Azmuth would not get a chance to recover, as Alien X raised a hand and unleashed a powerful blast of green energy, completely destroying the Ultimate Alien…

Or rather, that is how it would look to any that wasn’t Alien X himself. Because the truth was that the blow literally sent the Carnitrix alien into another dimension.

“Now then, let’s get us both to a place where we won’t hurt anyone.” Alien X commented before he teleported out of this universe, and into another.

Location: Neighbouring universe

“That was awesome!” A version of 10-Year old Ben Tennyson yelled out in nothing short of pure amazement, though interestingly, this version of the child was wearing purple coloured pants instead of the usual green and had a bandage on his nose. Yet, what should be the most eye catching thing was the black and pink coloured watch on his wrist.

But that wasn’t the most eye catching thing. Instead, it was the large crystal woman in front of him, who was leaning down so she and the boy were eye level.

“You easily took that robot down like it was nothing! And the way that you used its own laser against it was really smart, Diamondheart!” Ben told the female alien hero, and if this was a cartoon, one could be sure that the young boy would have stars in his eyes right now.

“Now, now Ben. After something like that, I think our new friend is a bit exhausted, so why don’t we give her a little bit of space?” Max suggested to his grandson, with Gwen smirking a little.

“Grandpa’s right. After all, she did do all of the hard work.” Gwen commented, only to have her cousin stick his tongue out childishly at her, while Diamondheart looked quite confused at the scene before her.

But then… something out of the corner of the alien’s eye caught her attention.

“You 3, please get behind me.” Diamondheart warned the trio of humans as she stepped forward and clenched her hands into fists, with the Tennyson family stopping their bickering as they tense up.

Then suddenly, there was a creature rolling across the ground, before it dug a claw into the ground to steady itself before standing up.

“Where…!? Oh, I see. Another universe.” The new creature initially began to yell in a rage, but the instant it spotted the family and their alien friend, it recomposed itself before a clearly sadistic smile appeared on its face. “But it appears like I can have some fun here and now.”

Hearing the clear threat, Diamondheart morphed one of her arms to form into a blade, willing to fight for and protect the humans behind her. Yet, before anything else can happen…

“Really? Moving on from me already?” Alien X appeared right in front of the Carnitrix alien, taking everyone by surprise. But before anything could happen, the alien that looked like it was carved out from the night sky itself flicked his opponent in the face, seemingly causing its form to shatter as he was sent through into another universe once again.

Though, before he pursued the evil Azmuth, the Celestialsapien took a moment to look at the Ben of this world, the Omnitrix equivalent of this reality and the female Diamondhead.

“…Weird, but still, cool watch little guy.” Alien X commented with a thumbs up, before disappearing from this universe to head into the next.

“Um… what just happened?” Ben asked, yet he received no answer to his question.

Location: Dimension 23

“TENNYSOOOOOOONNNNNNNN!!!!!!!!” As soon as he appeared within this universe, the Savage Ultimate Alien screamed in a rage, the sheer volume and force behind it causing all of the glass within a city block to shatter instantly.

“Hey pal, you don’t need to scream like that.” Hearing a the voice of a young teenager speak, the Evil Azmuth instantly turned his head, to the point of his neck needing to morph so it wouldn’t snap, and saw another version of Ben Tennyson standing on top of a building. This one having blue eyes instead of green and longer hair, which covered up a bit of the child’s left eye thanks to the length. As for what he was wearing, it consisted of a black waistcoat with blue pockets over his blue shirt, which revealed his short sleeves, a blue tie of darker shading, earrings, blue pants, and a medallion in the shape of his watch which was made largely out of gold, or at least gold coloured metal. Finally, yet most importantly, this version of the boy had his watch, which had a blue and gold colour scheme and more closely resembled the Carnitrix before recalibration then it did post recalibration, resting on his left wrist and a blue bracelet on his right wrist, he also has a gold ring on the index finger of his right hand.

“Now then, you want to explain what is up with the destruction, or are we going to fight?” Ben 23 asked the new alien, earning him a growl before the Savage Ultimate Celestialsapien then held out a hand and shot out a spike from his body to pierce right through the brat’s skull, and it likely would have had a Sotoraggian with light cyan tinted not flown forward and got the watch wielder out of the way just in time.

“Woah! Thanks for the save!” Ben 23 told SevenSeven, causing the alien to say something that the young heroic celebrity was sure was either a “You’re welcome” or “Transform now” of some kind. Either way, it was time to start some action.

Activating the Hero Watch, Ben quickly slammed his hand on the dial and transformed into the first alien he got, and in a flash of blue light, the hero he became was revealed.

“Trunk Man!” Ben 23 yelled out, before then lowering his body a bit in preparation for a jump and to body slam this alien. Yet, before he could actually jump or his ally could draw a weapon to use, a really buff looking alien that looked like it was made from space itself appeared, and suddenly uppercut the alien that he was just about to fight, sending it flying out of sight instantly, and unknown to the residents of this universe, punching it out of this universe.

“Uh, what?” Ben 23 asked in confusion as he looked at the new alien, and did briefly tense when the new guy turned around… only to relax when he saw a familiar symbol on this guy’s chest.

“Hey Ben. Sorry I can’t stay for long, currently need to save someone.” Alien X told his younger counterpart, earning a bit of a smirk from Trunk Man.

“In that case, get going and prove that we are awesome!” Ben 23 said, earning a nod from Alien X before the powerful alien instantly started flying upwards. Though, as he began to enter another universe in chase of the Carnitrix Ultimate Alien, he did do his counterpart a favour and reversed the damage that was done before he showed up.

Location: Nega Ben’s universe

“This is getting annoying already.” Evil Azmuth stated with a growl as he recovered from the surprise Uppercut, wiping away some debris that had covered him after he was sent flying through a skyscraper upon entering this universe.

However, before he could even check to see if there was a Ben Tennyson around his current location, Alien X appeared before him once again, but this time, the Celestialsapien transformation had turned his left hand into the shape of a mace, and used it to slam into the face of the Sociopath, sending him flying down onto the ground, causing the pavement below to effectively explode. Yet, before he could react, the Evil Azmuth felt himself get grabbed from the back of his head and lifted up, followed by him getting kicked in the back and sent out of this universe as well.

“Now then, which universe… oh, wait. I accidentally kicked him through time as well.” Alien X tried to measure, before realising that he put just a little too much force into his kick. “Well, time to make sure he doesn’t ruin the future of whatever world he appeared in.”

With that, Alien X crouched down before jumping, the sheer force of the jump alone allowing him to accelerate and travel through both time and space, completely missing an observer as a result.

“…Lame.” Nega Ben commented with an eyeroll before turning around and walking down an alleyway to get back home. After all, he had a Sumo Slammers game still in need of completing.

Location: 5YL future timeline

“So Danny, you ready to leave a former Dimensional prison turned anarchy and see an actual alternate universe?” Ben asked the Ghost boy that him and Rook had met earlier today.

Of course, after Ben had kicked the other Hero’s butt due to a misunderstanding, but hey, that was a pretty normal thing for heroes that meet for the first time. Especially when multiverse stuff decided to get involved and everyone is initially confused.

“Can’t lie, it is a bit exciting. I mean, I have been to another dimension before even today, and even some time stuff, but an actual alternate universe completely different from mine? Definitely on the newer side at least.” Danny Fenton, said Ghost boy despite looking completely human right now, answered with a bit of a smile, making Ben snicker a little.

“In that case, be prepared to have your mind blown by a universe of awesome.” The transforming hero told his fellow hero, when Rook finally spoke up.

“Blukic and Driba have set things up for transportation. However, they asked for us to reside in the Rooters’ abandoned lair for a short while.” The Revonnahgander informed his two companions, surprising Ben a little bit at the news.

“Really? What, did the two spill a Smoothie on the teleporter after we got here?” The young man asked, earning a small smile from his partner.

“While certainly possible, according to them, they need a moment to add some precautions thanks to Mr Phantom having his biology be a mixture of spectral energy that is not like anything in our universe and that of a normal human being. Otherwise, there is a risk that he will be torn apart atom by atom during the teleportation process.” Rook answered, making Danny step back in shock.

“Wait, I’ll be what if I’m teleported!?” He yelled out, but Ben merely waved his arm a little dismissively.

“Calm down man, that is probably not what will happen. It certainly sounds like an excuse of theirs for when they broke something and don’t want to admit it.” Ben assured Danny, making the other hero sigh in exhaustion and relax a little. “Anyways, let’s get into the base. After all, there are more Way Bads here and they aren’t the only big bads in the Null Void.”

However, before the group of 3 could start heading towards the Rooters’ old base, they suddenly saw a large explosion coming from it, and it was clear that it was unleashing one hell of a large blast of wind that the ground would get hit by.

As a result, both Ben and Danny didn’t hesitate to act.

“I’m going Ghost!” With that yell, Danny Fenton transformed into the Ghostly hero, Danny Phantom! And with the full force of his powers active, the half-ghost raised up both of his arms and made a barrier out of Ecto Energy to defend himself.

As for Ben, he made use of the Master Control granted to him by the Omnitrix, and with a mere thought, he turned into a new alien that would also protect Rook since he knew the Proto-Tool didn’t have a mode to really help in this situation.

Salamancer

Species: Dragon

Abilities: Everything a Dragon can do

“I got you partner!” Salamancer yelled out as he dug his claws into the ground to steady himself, before then taking advantage of his large frame and his wings to shield Rook from the harsh wind pressure.

Though, with all 3 of them focused on guarding against the wind pressure from that explosion, the group completely missed Alien X and the Savage Ultimate Celestialsapien grappling with each other, before Alien X grabbed the Evil Azmuth by the neck and tossed him away, sending his opponent back in time and through a few more universes.

Meanwhile, with the air pressure now calming down, Ben, Rook and Danny looked at the area where the explosion came from, seeing that it did quite a bit of damage the old base, though it did remain intact.

“What could have caused that explosion?” Rook questioned, earning a shrug from Salamancer before there was a flash of greenlight, and there stood Big Chill.

“Don’t know, but I’ll check things out. You both stay here.” The now Necrofriggian ordered before he flew up into the air and went to find out what happened, unaware that he would never get an answer.

Location: Outside of the Omniverse (present timeline)

“This brat! How!? How is he overpowering me!?” Evil Azmuth yelled out to himself in a rage as he appeared in a black void that was outside of all existence, a fact that he knew was true thanks to seeing the Omniverse as a whole.

“Not only do I have the full might of a Celestialsapien under my complete control, but I have evolved it! I made the DNA of a species of incomprehensible power grow beyond its usual limits, so how!!?” Screaming, the Savage Ultimate Alien could only be described as absolutely livid as he tried to make sense of what was happening with his superior mind.

And yet, nothing made sense!! At worst, his current form should be equal to that of Tennyson’s, so how is it that instead of a tough battle between them or him dominating the inferior creature, it was him getting dominated by a human!!

“You really haven’t figured it out yet?” Alien X questioned the sociopathic Galvan as he exited the Omniverse, the tree that represented it rippling within a small area to let the hero float through.

“Figured out what!? And I swear that if you say something about good overcoming evil, then the pain that the Tennyson of my world has been facing since the Carnitrix latched onto him will look like nothing compared to what I will do to you!!” Evil Azmuth demanded, only causing Alien X to chuckle.

“Not like you can uphold that threat.” The transformed teenager stated, and if his current form had a mouth, the Tennyson would be smirking right now. “Sure, considering that you can still mess with reality, you are as dangerous as a normal Celestialsapien, maybe even more since you’re trying to kill everyone instead of just minding your own business, but you made yourself weaker. Want to guess how?”

At that, all that the mad Galvan with the body of an Ultimate Celestialsapien did was growl in a rage, not giving a verbal answer.

“Ooh, seems like some Rath DNA might be in there as well.” Alien X commented, before then shaking his head a bit. “But the answer is simple. You see, Bellicus and Serena told me about how you ended up putting your DNA into that of the Celestialsapien DNA when making your Carnitrix. So for all intents and purposes, your body is that of an unstable fusion, one even worse than what I used before as a kid.”

“And the point of this pointless little round of facts!?” The Evil Azmuth yelled out in irritation, making Alien X laugh a little bit.

“Simple. When the DNA of 2 species are mixed together to make a hybrid or fusion, while the result does wield the powers of both, they are often not as strong because both sets of DNA become diluted thanks to the presence of the other species’ DNA within that body. A rule that applies even to that of a Celestialsapien’s DNA.” Alien X explained, before then tilting his head. “Add on you changing the DNA even more to make the transformations savage, and your base state had no hope of matching up to a proper transformation.”

“Why are you repeating such useless facts!?” The mad Galvan demanded, his temper clearly on the edge of exploding. “Even if I would believe an inferior creature to even that purple Cerebrocrustacean had knowledge that I don’t, such an issue should be cancelled by the Evolutionary feature at worst!!”

“Sure, perhaps if this was a normal transformation like when we used our respective Way Bigs against each other. But the thing is, this form is already Omnipotent. When you ended up shoving your DNA into that of your Alien X DNA sample and messed with it further, you made it so that form was no longer Omnipotent. Also, going Ultimate has its limits, given how the best that thing could come up with say, Cannonbolt, was just making the body tougher and adding some small spikes, so it isn’t making you Omnipotent again. Especially when it’s also trying to improve the messed up Galvan DNA in there.” Alien X points out, which made Evil Azmuth freeze up as he processed this information. “So sufficed to say, you messed up by making yourself Nigh Omnipotent. Heck, you would have probably had a better chance of winning before you went Ultimate than you do now.”

Hearing this information, the Evil Azmuth tried think of a way to deny his opponent, to prove that this knowledge was false… but he couldn’t.

Because as much as he hated it… this human brat was correct.

Omnipotence was a level of power without a limit, only arguably held back by the mind who wielded such power. And while the Nigh Omnipotence sounded close to it, it truly wasn’t in a scenario like this.

Because despite how vast his power was as a Nigh Omnipotent being… there was still a limit. Omnipotence, the true Omnipotence held by actual Celestialsapiens, had literally no limit.

And that kind of power… it wasn’t in his hands. It was in the hands of some… idiotic hairless ape!!

“…You…!”

And that realisation…

Broke the mad Galvan.

“I WILL MAKE SURE THAT YOUR SCREAMS WILL BE HEARD ACROSS ALL OF EXISTENCE!!!!!!!!!”

With whatever pieces of sanity the Evil Azmuth had remaining being shattered, he used his power to grow.

Grow larger than any universe in an instant. Then exceeding the size of any Multiverse. And eventually…

“…I feel like he’s compensating for something right now.”

The Savage Ultimate Celestialsapien grew even larger than the Omniverse itself. And with its size, the Sociopath began to swipe not only at Alien X, but also the Omniverse behind him, aiming to wipe out all of existence in a single blow.

Yet, all that was needed to stop this attack was Alien X simply raising his arm, halting the attack instantly without their bodies needing to be anywhere close to connecting.

Location: Alien X’s mind

“Okay, that should keep him busy for a moment. So, either of you got any ideas on how to stop all of this?” Ben commented before turning around to address the other two personalities in Alien X besides himself.

“I still vote for the motion of erasing him from existence.” Bellicus immediately answered, looking annoyed ever since the Carnitrix wasn’t erased.

“Now, now Bellicus. We did agree with Ben Tennyson already that it is best to find an alternative solution to dealing with the Carnitrix for that universe.” Serena spoke up in counter to her opposite, who growled a little in irritation.

“Even so, the Galvan that had tricked us into thinking that he was Azmuth must face consequences for kicking us out of our shared body twice now.” Bellicus said, not caring for how Ben look annoyed at first before it turned into surprise.

“Wait, what did you just say?” The young hero said, earning him a look from the two personalities that were natural of Alien X before a look of realisation came to Serena.

“Ah, yes. I had forgotten that the Time Walker had not brought you into the original conflict.” Serena said, before looking at Bellicus. “Motion to reveal the story of the first Carnitrix to Ben Tennyson?”

At the suggestion, Bellicus looked a bit irritated before he eventually sighed. “Fine. Motion carried.”

With that said, a portal opened in front of Ben and revealed to him the scene of his kid self-obtaining the Carnitrix.

“While existence itself recognises the counterpart of yourself that we are fighting as the actual first wielder of the Carnitrix, this isn’t the case.” Serena said as events began to unfold for Ben to witness. “For you see, the Carnitrix that you are facing is the second one to appear in the Omniverse. The first version of the Carnitrix having devastated its universe entirely, for you never appeared in it.”

And just she said that, Ben saw many horrific scenes that made him clench his hand into a fist tightly, especially as he saw the Carnitrix’s Heatblast crush Gwen’s skull, XLR8 slam into and obliterate Grandpa Max, Diamondhead skewering Kevin alive, Four Arms causing whole buildings to collapse and crush people under them and even Alien X erasing the whole universe.

“Eventually, this got the Time Walker’s attention, and he summoned many versions of you from across time and space to fight. However, he left you yourself out of the conflict, not suspecting that you were needed.” Bellicus this time spoke up, showing Ben the image of Paradox gathering up an army of multiple versions of himself to face the Carnitrix. “He was wrong, and while none of them died, it did result in severe injuries until one of your future counterparts tore off the arm the Carnitrix was connected to with some direction from Azmuth.”

“Wait, if all of this really happened, then how come reality sees that version of the Carnitrix as the first one?” Ben asked, really confused on how that was all happening.

“Because the version of you that obtained the Carnitrix was left permanently scarred by his time with the watch.” Serena answered sadly, showing Ben a young adult version of himself that only had 1 arm and collapsed onto his knees as he suffered a panic attack caused by an hallucination. “Consumed by the guilt, this version of you convinced Paradox to send him back in time and stop himself from obtaining the Carnitrix, where he succeeded and was erased as a result.”

“Afterwards, the Time Walker took the Carnitrix and stored it within a timeless void until the Azmuth of your reality figured out the device’s code to initiate a self-destruct to eradicate it. And with that watch destroyed out of both its original universe and timeline, that reality was considered to have never existed as it really did by the Omniverse, and since that was the original version of the device in all of existence and it was destroyed in such a way, no more versions of the Carnitrix appeared for a while until now, and thus makes the current Carnitrix the original one as far as existence is concerned.” And like that, Bellicus finished the explanation while Ben watched Paradox initiate the Carnitrix’s self-destruct and successfully destroy the thing.

 “…Okay then….” Ben said a bit disturbed, but he eventually shook his head to focus back on the task at hand.

After all, despite how horrific that was, he had sadly seen worse. Like what Dagon did to so many people prior to Azmuth giving George the Ascalon sword.

“But still, there has to be a way we can stop this without needing to kill or rip off my counterpart’s arm, right? Even if his watch making it so if we take it off of him will kill him, there has to be some answer.” The hero said, earning a sad look from Serena.

“I’m afraid not. Despite how inferior that device is to even the prototype Omnitrix you had as a child, it is still one of the most powerful devices in existence and will be protecting itself with the power of its current form. And while we can easily take it off, that struggle and the Carnitrix’s current placement will result in your child self-dying by the end.” The voice of Love and Compassion said, earning a nod from Bellicus.

“Indeed. Frankly, it will be better for existence if we just end it all here and now. And least then it will be quick.” Bellicus said, making Ben frown.

“I can’t accept that. I mean, you just said that the Carnitrix is out right inferior to the Omnitrix, so isn’t it… missing….” Ben tried to deny, but as he spoke, a memory came back to him.

Back when he first clashed against the Carnitrix itself and observed it with Grey Matter.

“…I got an idea.”

Alien X’s perspective

Location: Outside of the Omniverse

“…Seconded. Motion Carried.” Alien X spoke, and as Ben would suspect, this clearly made the Evil Azmuth worried at what is likely to happen.

And that became apparent as Alien X pushed back with his arm, not only throwing back the Savage Ultimate Alien, but also forcing his body to shrink back down to its normal size.

“No… NO, I WON’T LOSE!!!” Being affected by this display of power, the Evil Azmuth screamed out in a rage before he flew right at Alien X, who appeared to be a bit surprised by this. And seemingly before the transformed hero could react, the Savage Ultimate tackled into him, and caused them both to re-enter the Omniverse.

During this, the Evil Azmuth paid no attention to where they were going. Because all he cared about right now, above even proving his race’s superiority to that of all others, was ending the Prime version of Ben Tennyson.

As a result, the moment the both of them crashed into that of a forest area, the mad Galvan kept the hero pinned down while raising a clawed hand with a snarl.

“JUST DIE ALREADY!!!”

And with that cry of rage, the Savage Ultimate Celestialsapien struck down and stabbed at the Omnitrix, making Alien X’s eyes widen in shock.

Thus, all that came next was a scream.

“AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” Feeling the pain, all Alien X could do was lie on the ground as the Omnitrix glowed a bright green and tried to unleash a blast of energy to get the Evil Azmuth off, but… it wasn’t working.

“DIE!!!!”

And thus, as the energy spread out more, all would be blinded to what was happening, even the two transformed aliens. But once it disappeared, all the was left was a crater. And in it?

Alien X, the transformation of Ben Prime… was gone, with even the Omnitrix seemingly destroyed.

With the Savage Ultimate Celestialsapien standing alone in the crater.

“…Ha…!” Almost staring in disbelief at what he just accomplished, a small laugh escaped the sociopath. Before it soon exploded into full on laughter.

“HAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHAHA!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! YOU SEE THAT TENNYSON!!!! YOU FAILED!!! PERFORMING AS PATHETICALLY AS ONE CAN EXPECT OF SUCH A PATHETIC CREATURE!!!!!!” The Evil Azmuth yelled out, practically screaming at the top of his lungs as he took every moment to enjoy this victory, “US GALVANS, ARE THE SUPREME RA-!!”

Yet, before he could declare the ultimate fact of existence, he felt something. A pain in his chest.

“W-What is…!?” The Evil Azmuth growled in pain as he tried to reach up, but soon a scream escaped his mouth as he collapsed onto his hands and knees, not seeing the dial of the Carnitrix turning black and green within a specific patter.

Yet, he heard the voice that soon followed.

“Haha! Take that sucker!” Hearing that voice, the Evil Azmuth’s eyes widened before looking down at the dial of the Carnitrix, his eyes actually filled with horror.

“W-Wait!!” Yelling in a panic, the mad Galvan was actually prepared to try and bargain with the teenage hero, but he would not be able to get in another word. Because before the Evil Azmuth’s eyes, he watched as whatever Ben was doing turned off the Evolutionary feature in the Carnitrix, forcing his form to turn back into the base state of the mangled and altered Celestialsapien. Yet, before he could do anything to try and stop his power from being taken away, he was covered in a green flash of light…

And who was left in the crater, was a 10-year old Ben Tennyson. But unlike before when he was left naked from being transformed by the Carnitrix, he was wearing a set of clothes different from what he had today. The clothes consisting of blue coloured cargo pants, his usual white and black T-Shirt and a green jacket with white stripes on his left and right sleeves.

“H-Huh…?” Looking around himself in surprise before looking over the clothes he was wearing, the child Ben was left confused. “What happened? I just remember something connecting with my head and then….”

“Simple, little me. We won.” Ben 10 spoke up, making his child counterpart scream out in fright and fall backwards onto his butt, before then rolling up the left sleeve of his new jacket, letting him seeing the scarring on his arm that came from when the tendrils of the Carnitrix dug into his skin and the dial of the device being left completely black and green, with the green making up a circle, which shifted into a shape that the kid felt was an equivalent of a smile. “Then again, we are awesome, so was that ever really a question.”

With that said, there was another green flash of light, and once it died down, Ben Tennyson saw his older version standing there with a smirk, and holding out a hand for him to take. And after a second, Ben took it and stood back up.

“And don’t worry about the creep that was messing with you. He isn’t going to be in control of that last alien ever again.” Ben 10 said, before then raising his other hand to show who was held within, and the younger Tennyson could only look on in shock.

Because within it, was a Galvan that looked like he was so old, you could breath on his and something would break, with said Galvan having the left side of his face partially burned to force his eye shut and wearing red and black robes with golden accessories.

“Grrr! Unhand me you inferior creature!” The Azmuth of this world yelled out as he tried to free himself from Ben 10’s grasp, but that only made the Tennyson glare at him.

“Nope. Not after all you have done.” The teenager said, and as the kid version of Ben watched this, the simple fact that was made undeniably true by this scene hit him.

He was free from those horrible transformations, and this tiny monster that made the watch to begin with.

Meaning that… all of that pain and fighting… it was truly over.

Chapter Text

Max’s perspective

Location: Vilgax’s ship

“Well, that was quite the show.” The human with the alternate Azmuth, who had introduced himself as Paradox by now, commented as he closed a portal that he had been using to allow them all to watch the battle that just occurred between the Carnitrix and the teenage Ben. Including the scene of Max’s grandson seemingly okay now, no longer in a twisted alien form.

And seeing it, it took everything the old Tennyson to not collapse and cry in relief.

“Thank god… Ben, both of them, are safe now.” Max thought to himself, taking a moment to cover his face as he made sure to keep himself calm, and once he felt like he had a good grasp on his emotions, he looked to his side and saw that Gwen was sighing in relief.

“Good. It’s about time the dweeb sorted all of this out.” Gwen said, and while she did a decent job of looking like she normally would in any situation for a girl her age, Max could clearly see the tremble in her smile and the building tears in her eyes that showed her true feelings.

“I can’t… he beat a Celestialsapien….” Vilgax muttered in shock, unable to really understand what he has just seen.

“Seems like we really didn’t need that bomb.” Tetrax commented in surprise as well, before he smiled as he witnessed the teen Ben helping the younger version back onto his feet, before the portal closed.

“Hmph. If you really believed that Tennyson was going to lose to someone so foolish, then you clearly underestimate him.” The Azmuth of the other world commented, drawing attention to him as the Galvan then looked at Paradox. “I believe it is now time to put an end to this little adventure.”

“Indeed.” Paradox said with a smile, making Max frown a little as he stepped forward.

“Wait, what are you tal-“

And before Max finished speaking, they instantly changed locations.

Ben Prime’s perspective

Location: Earth

“-king about?” Suddenly, as Ben glared at the Evil Azmuth he held in his hand, he heard the voice of Grandpa Max behind him, making the teen blink in surprise as he turned around to see Tetrax, Paradox, actual Azmuth, Gwen and Grandpa Max suddenly in the crater with him and kid him.

Oh, and the ‘Plumber’ Vilgax. He was still suspicious about squid face actually being good, no matter what anyone here has said so far.

“…Grandpa? Gwen?” Meanwhile, the younger version of himself spoke in surprise, drawing the attention of his family.

“Good to have you back, champ.” Max said to his grandson, instantly making the 10-year old run and hug the old Tennyson.

“G-Grandpa, I’m… I’m so s-sorry, I couldn’t…!” Ben said through tears, trying his best to explain himself to his grandfather. However, he soon stopped and began to cry into Max’s shoulder when the retired Plumber returned the hug.

“I know Ben. I know.” The old man said, as he rubbed his grandson’s back soothingly as he allowed Ben to cry. Meanwhile, Gwen approached her cousin and laid a hand on his shoulder to show her support.

“We’re both here Ben.” She said with a small smile before joining in the hug. “And hey, at least you got some clothes that look actually interesting for once.”

However, while the Tennyson family was experiencing their reunion after they were nearly torn apart by the efforts of a madman, Paradox and Azmuth approached Ben Prime with Tetrax and Vilgax.

“Hey Paradox, Azmuth. As you can see, got another win to my long list.” Ben greeted the pair he was much more familiar with, before then tossing the Evil Azmuth up in the air, caught him by the foot with 2 of his fingers and began to shake his defeated foe.

“Gagh! Cease this insolence at once you overgrown-!!” Evil Azmuth began to yell, but suddenly, he stopped himself when his eyes landed on Azmuth Prime, who stared at him in sadness.

“So, my theory upon learning of you was correct after all.” The First Thinker said before shaking his head sadly. “Honestly, I a part of me wished that you were an actual counterpart of mine instead of an alternate of my elder brother.”

“Wait, brother!?” Ben Prime yelled in shock, drawing the attention of his counterpart and his family to the current discussion. “Since when did you have a brother!?”

“I had one many thousands of years ago.” Azmuth answered without looking at the wearer of the Omnitrix. “However, he perished saving my life when I was in my egg during a great drought that hit Galvan Prime. Had it not been for his actions, I would have perished and my mother and father gave me his name.”

“You… you actually lived in your world.” The Evil Azmuth spoke in shock, looking like he couldn’t decide if he should be overjoyed right now or breakdown in tears.

However, Azmuth Prime merely gave him a glare.

“Indeed. And while I may have never known my brother, I can already tell that he would be disgusted to know that a version of him like yourself exists in the Omniverse.” The First Thinker declared. “Especially when you proved to be even more shortsighted and arrogant than Albedo, who is causing trouble without a proper reason besides a feeling of pure spite that he would deny existing.”

“I suppose that these two really being two separate people that had the bad luck of sharing the same name makes more sense than them being counterparts.” Tetrax commented to Vilgax, who had to nod his head in agreement.

“What are you talking about!? Our species are the most intelligent creatures in the universe!” Evil Azmuth screamed in disbelief and rage at the living version of his younger brother, who shook his head in disappointment.

“We’re one of them. And even then, our intelligence doesn’t free us from having flaws or making mistakes, something I can’t deny ever since meeting Ben Tennyson here.” Azmuth said, before sighing and turning from his spot on Paradox’s shoulder to look at the kid Ben. “If you can’t understand that, then there is clearly no point in talking with you. Especially when I need to fix the complete nightmare you have created.”

Seeing the intent, Max got in front of his grandchildren while glaring at the Galvan.

“While you might not have committed the atrocities our Azmuth has and the alternate Ben seems to trust you, why should I trust you near my grandson?” The elder Tennyson questioned, which made the teen Ben step forward.

“Come on Grandpa, Az-.” The hero tries to explain, but when Paradox moved his arm in front of the boy, the teenage Tennyson stopped himself and looked at the Time Walker in confusion.

“I believe our friend can handle this matter.” Paradox merely said, with Azmuth nodding at the man’s words before he focused his attention on the Maxwell of this reality.

“You have every right to be sceptical, especially with the horrors that your world’s Ben had to face because of a fool’s madness. However, as the one to create the Omnitrix, if any being can help end the threat of the Carnitrix without resorting to drastic measures, then it is me.” Azmuth Prime said, before the Evil Azmuth suddenly began to laugh.

“Hahahaha!! You really think it will all end with just the watch? As we speak, the virus I implanted in the Carnitrix that would be released upon recalibration will have infected all systems on Vilgax’s ship, and is most certainly about to ac-.” The Mad Galvan tried to say, before being cut off by Azmuth Prime.

“I already completely wiped out the virus from all of the drones of Vilgax’s ship, and even improved their firewalls while you and Ben were fighting. I truthfully couldn’t decide between finding how simple the task was as either hilarious or pathetic.” The First Thinker said almost dismissively, making the mad Galvan look at him in complete shock, with Ben 10 honestly unable to stop himself from at least snickering at the expression. “Continuing on though Maxwell, I’m the best chance your Benjamin has of being free from that watch, and if I really did try something, you would certainly be capable of crushing me and putting a stop to me.”

“Plus, Azmuth here is the smartest guy in the universe, so if anyone can do it, it would be him.” Ben 10 said to show his support, causing the First Thinker to sigh a little.

“The smartest being in 3, arguably 5 galaxies Tennyson, why is that fact so difficult to remember?” Azmuth said while shaking his head, before then looking at Max again. “So, will you allow me to help Benjamin over there?”

At the question, Max did nothing as he mentally went over his options… only for his Ben to step around him.

“You really can get rid of this watch?” Ben asked, causing the First Thinker to shake his head.

“I’m afraid not. In every way, the Carnitrix is a far more crude version of my Omnitrix, and that includes the symbiotic merger between the watch and its user. So while I could easily take the Omnitrix off and my Ben has learnt enough about it to do the same, your Carnitrix as imbedded itself as a vital part of your body.” Azmuth Prime explained to the child, who just looked utterly confused. “To put it in simple terms, removing the Carnitrix from you now would be like removing your heart. However, I can make sure that it will be unable to harm you or others ever again.”

At the news that he wouldn’t be free from the watch, the kid Ben looked down at the ground in depression, but hearing that the watch really could become useless, he looked back up with hope in his eyes.

Something that Max saw, and it made him sigh reluctantly.

“…Fine. I’m trusting you to not try anything to my grandson, Azmuth.” Max said, getting Paradox to smile.

“Well, it is time to end this story. And with 5 minutes to spare than I initially expected.” The Time Walker said in good nature, before he walked forward a little to allow Azmuth Prime to jump onto the Kid Ben’s arm so he can get to work on the Carnitrix.

“By the way, here you go.” Meanwhile, Ben Prime tossed the evil Azmuth to Tetrax, who caught the Mad Galvan without issue and quickly used his crystal manipulation to completely trap his body without any hope of movement.

“This time, there is no dying to escape the consequences.” The Petrosapien told the Galvan with a glare, earning him a growl of rage.

“You think I give a damn for the words of a walking money factory?” Azmuth asked the alien, who glared at him and made more crystals cover the Galva, resulting in the Evil Azmuth being gagged by his prison.

“Oh, this… this is just sad! Actively disabling the no pain feature, messing with the DNA of each alien, a threat detection system that can easily glitch and trap the wearer in alien form just because something breathed within the radius of the wearer and this crude method of DNA collecting, it’s all pathetic!” However, the attention of everyone was soon drawn to Azmuth Prime, who was able to raise the dial of the Carnitrix so he could get to work, and immediately he could see so many flaws. “You even added the same Ultimate feature that Albedo did when he stole my initial Ultimatrix and tampered with it!”

“Actually, that reminds me. If you initially built that thing, why would you add an evolutionary feature when you thought it to be nothing but trouble?” Ben 10 asked as his Azmuth continued doing whatever it was he was doing to the Carnitrix.

“Because unlike the Petrosapiens or Galvanic Mechamorphs of our universe, any species that might be saved are very unlikely to have their home worlds brought back as well if it is severely damaged or destroyed. Like what will be the case if the Arburian Pelarota species is brought back to their old numbers.” Azmuth Prime said all without diverting his attention away from the Carnitrix. “So when I built the Ultimatrix, it was to put the DNA of a species into various different environments through the simulation, and from there, learn what can be a perfect home for them to relocate to. But Albedo ruined that by tampering with the evolution feature to create a war scenario for the DNA to go through, and the same mistake was clearly made with this watch.”

“Wait, something happens to the Arburian Pelarota species?” Vilgax asked in shock, with Tetrax staring in horror.

“And what happened to my people and home?” Tetrax questioned, causing Azmuth to wave his hand dismissively at the questions.

“They are events that have happened in our universe and isn’t guaranteed to occur in this one. Best to avoid telling so paranoia doesn’t grow and make the event happen because of your efforts to stop it.” The Galvan said, before he narrowed his eyes at something he just noticed before they widened in horror.

“Wait, this is…! Oh, for the love of, no wonder the Carnitrix is such a mess! You used the Unitrix as the device’s core, making it so that many of the fail safes and user protections couldn’t be added initially!” Azmuth said, making Ben Prime tense up a little.

“Wait, that’s Eunice!?” The teenage Hero questioned in shock as he approached, making Gwen raise an eyebrow.

“Who is Eunice?” The young girl questioned, making both Azmuth and Ben 10 speak at the same time.

“A family member./The prototype of the Omnitrix.” The pair said, causing them both to briefly look at one another before the Galvan sighed.

“At least initially, the one named Eunice was the prototype of my first finished model of the Omnitrix. However, the device ended up out of my reach at one point and sought out my version of Ben since he wielded the Ultimatrix at the time, and when it found him with your counterpart and someone who you both became friends with, the Unitrix obtained some of your DNA, becoming a sentient being with free will.” Azmuth explained, with made Ben smile a little.

“Speaking of, you think that you can let her visit sometime? Would be nice to see her again without some crazy host show or DNAlien situation happening.” The teen asked, actually making Azmuth smirk a little.

“Perhaps if all the tasks I have been needing her to deal with are completed sometime soon.” The Galvan answered while still working on the Carnitrix through its raised dial, before then pushing it down and causing the green almost glass looking screen of the Carnitrix to glow green, before it then shifted into the symbol of a green hourglass symbol, which stood out with dark grey background accompanying it. “Thankfully though, the Carnitrix being made from the Unitrix made that process slightly easier.”

“Um… what did you do?” The kid Ben questioned, causing the Galvan to smile at him.

“Simple. I used the alterations that my Ben had already done to your Carnitrix to effect its Ai and its threat detection system. Now, the device will only be capable of transforming you if you feel like you are in actual danger by using your emotional state and physical health to understand this, or if your vitals are low in order to protect you.” Azmuth explained, making Max glare at him.

“I thought that you would try to make it useless.” The old Plumber said, causing the Galvan to shake his head.

“I said I could end the threat of the Carnitrix, and you’ll see how it ends with what I’m about to say next.” Azmuth said before staring at the child version of Ben again. “Continuing where I left off though, I would have normally made it so you can chose when to transform, but with much of the Carnitrix beneath your skin, I can’t get to the parts that I would need to in order to do this. As for the painful process of transforming into the crude alien forms in there, your counterpart has already made the alterations to your watch as his Galvanic Mechamorph form to numb the pain greatly, so instead of being in pain, it will feel like your whole body is experiencing pins and needles until the transformation is complete.”

“Even if it is something like that fire form?” Gwen asked sceptically and with a flinch. She didn’t forget how close she was to dying had the other version of her cousin not appeared when he did.

“Indeed. And with the transformation speed having clearly been increased after recalibration, it will be more unpleasant than horrible.” Azmuth said before he turned around and jumped off the kid Ben’s arm and landed on Paradox’s shoulder. “Besides, knowing how stubborn all versions of a Tennyson are, I suspect that your Ben will try to use that watch to do good.”

“…You actually think I can be a hero despite this watch?” Ben asked slowly, earning him a shocked look from the other natives of this world.

“You kidding, right? If I could become a hero this awesome, then you certainly can as well.” Ben 10 said with a smirk before pointing at his counterpart. “And if you could help me fight Mr psycho over there while being a Celestialsapien, then you’re clearly cooler than me. Heck, you might be the strongest version of us in the Omniverse.”

“Ben, are you being serious?” Grandpa Max asked, and it was clear that he was referring to both versions of his grandson.

“Yep. I mean, I got overwhelmed by 2 of my transformations and they weren’t some creepy Alien X with this place’s Azmuth tormenting me.” The teen Ben told his grandpa, making the alternate version of himself and his family look at him in shock, and honestly, the hero couldn’t blame them.

With how much better the Omnitrix was, it makes sense that they would be surprised that there were times he lost control of his aliens.

“So if I can overcome that twice and keep being awesome, then he obviously can to.” The hero finished, which made his counterpart look down at the hourglass symbol now resting on the Carnitrix.

“Can I really…?”

“Well, I believe that we have now overstayed our welcome in this world.” Suddenly, Paradox spoke up with a portal appearing next to him. “We’ll be off now, and I hope you all have a good day.”

With that, Paradox stepped through the portal with Azmuth, and when Ben Prime began to follow, his counterpart spoke up.

“Wait! Is… is there any advice you can give?” The child asked, making Ben pause for a moment before he turned around and gave the 10-year old a smile.

“At the end of the day, that watch is just a gadget, so it’ll be up to you to actually be the hero.” Was the Hero of Heroes’ answer, before he turned around and continued on to walk through the portal. “And I can already tell you’ll be better than me at that.”

With that, the young teen had stepped through the portal, making his Kid self-look at the Carnitrix again with a thoughtful look.

“…Ben, we will talk about what is going on later.” Max said to his grandson, making the child look away from the watch and now to his grandfather. “But tonight has been a long night, so lets all get some sleep.”

“In the meantime, we’ll be taking this monster into custody and make sure he’s locked behind bars and make a report on everything.” Tetrax said, which caused Vilgax to nod his head.

“Best to do it as soon as possible.” The Chimera Sui Generis agreed before turning his attention to Max. “You can keep the gear I lent you old friend. Just in case that other Azmuth was wrong.”

With that, the two Plumbers alongside their newly caught prisoner were beamed back up to Vilgax’s ship before anything else could be said, leaving only the Tennyson family in the crater made from the final moments of the battle between 2 transformed Celestialsapiens.

And it was only then that a thought came to the Kid Ben.

“Um, grandpa? Who were those guys and what’s with the weird stuff you’re wearing?” Ben asked, making Gwen look at him in an unpressed fashion.

“He seriously only just noticed?” The female Tennyson thought, though considering everything her cousin just went through… she decided to not say anything this time.

“It’s a long story champ. But for now, I truly believe that it is best that we all get some rest back at the Rust Bucket.” Max said, causing his grandson to nod his head in acceptance… before his eyes widened in realisation.

“…Grandpa, I don’t think that’s possible. It… got pretty banged up during the fight.” Ben told his grandfather, who froze up a little before sighing.

“Well, I guess we really will be making use of the camping equipment tonight.” The elderly Tennyson said, before him and his grandchildren began to make their way back to the Rust Bucket, with Max dreading what he will see of his damaged home.

Meanwhile though, with Ben Prime, Paradox and Azmuth, they found themselves briefly in a black void.

“By the way Paradox, how come you didn’t bring me in to deal with the initial version of the Carnitrix?” Ben asked the Time Walker, who hummed a little.

“I suppose it isn’t a surprise that Bellicus and Serena told you about that. To be truthful, I genuinely didn’t think you were needed with the number of other Bens that agreed to help, particularly with your future self also being there to help.” Paradox answered, making Ben frown a little as he remembered something from what he was shown during the fight.

“Which only resulted in that version of me having an arm destroyed and him convincing you to alter his timeline.” The Tennyson said as he thought back to what he saw.

He didn’t really blame his older counterpart for doing that, after all, he had been willing to kill Kevin back when it looked like there would be no cure and they lacked the cell made for Albedo and he was still trying to save initial Carnitrix him. But what he saw something that was still messing with his view of the Ben 10K he had teamed up with every now and then since getting the definitive Omnitrix.

“Hm. Seems like Benjamin’s timeline is on the path to change once again.” Paradox noted to himself slightly, though he did nod to Ben’s words still. “You are right, and it will be a regret I’ll have for the rest of my life. But at least this time, a precedent has been set with realities involving the Carnitrix.”

“Precedent?” Ben questioned in confusion, something that made Azmuth chuckle a little.

“You’re already aware that our multiverse is built around you getting the Omnitrix, correct?” The Galvan asked, earning him a confused look from Ben, though the teen nodded his head. “Well, when more unique realities first appear, they act as the base that all other versions will build themselves off of, and that reality is one the Omniverse recognises as the original despite it not being the case. So, any future versions of the Carnitrix that appear will in existence will be based on the one we were just in, specifically the fact that your counterpart is in control of it.”

“Meaning that no body will get hurt.” Ben said in surprise, before Paradox spoke up.

“Not exactly. There are likely going to be a few Carnitrix wielding Bens that are much less fortunate than the one that you saved in the future, but compared to a universe being destroyed, things will be a lot better for reality.” Paradox explained, before he began to think a few things over.

“This will also be the case for other watches partially based on the Carnitrix, like the universe holding the Charnitrix.” The Time Walker thought, before he made two separate portals in front of Ben and Azmuth.

“Anyways, it’s time that you both head back home, so enjoy the rest of your day.” Paradox said, making Azmuth nod as he jumped off of the man’s shoulder and approached the portal, before pausing for a moment and looking at Ben.

“By the way Tennyson, try taking better care of the Omnitrix. I’m still expecting better dexterity out of those fat fingers of yours to avoid the impact from messing with some of the functions.” Azmuth said before with a smirk before walking through his portal, causing Ben to chuckle.

“See you later too, Azmuth.” Ben commented back before looking at Paradox. “And see you later as well Professor Paradox. Don’t hesitate to ask for help if something else comes up.”

“Thank you Ben.” Paradox said as he watched Ben enter his own portal and end back up at Mr Smoothies, with the Smoothie he paid for early on a table.

“Huh. Actually forgot about that after the adventure of the day.” Ben said as he grabbed the drink and began to enjoy it, all while watching in amusement as time began to flow normally again.

But, when the teen began to walk away… a white portal appeared beneath him.

“AAAAGGGGGHHHHH!!!!” And just like that, Ben Tennyson disappeared from this universe once more.

Carnitrix! Ben’s perspective

Location: Rust Bucket camping site

“Huh? How is the Rust Bucket okay?” Ben commented with surprise clear on his face, as unlike before where the vehicle was knocked over, or at least pretty badly beaten, it was right there without the slightest sign of damage.

“Do you think you were just misremembering things wrong after what happened tonight?” Gwen asked, to which Ben shook his head.

After all, he was pretty sure the Rust Bucket was beaten up badly.

“Well, after tonight, I’m willing to not question things for now.” Max said, before looking and smiling at his grandchildren. “Now come on, lets all get some well-deserved rest.”

Not having any reason to complain, both Ben and Gwen raced to the Rust Bucket and practically jumped onto their respective beds.

Though, when Ben did so, he felt something beneath the blanket for his bed.

“Huh?” Moving the blanket, Ben was surprised to find a black and green coloured hoodie neatly folded on his bed, with a small letter on top of the thing.

“What’s up?” Gwen asked from below him, with Grandpa stopping mid-way through taking off his armour to turn around and look confused when he spotted the hoodie.

“Found this on my bed with a letter.” Ben answered his cousin, showing off the hoodie to her before then opening the letter.

“A little gift to my slightly more awesome self.

From, the still cool teenage version of you.

PS, don’t worry too much, I used one of my aliens to fix the Rust Bucket before I left.”

Seeing this, Ben couldn’t help but smile and laugh a little at what his counterpart has done for them.

“Huh. Guess the older you is a little more than just the Hero of Dweebs.” Gwen said, causing her cousin to look at her.

“Hey, at least I know that all versions of me have got to be awesome after today.” The young boy stated, making Gwen roll her eyes, but she didn’t say anything and actually had a small smile on her face.

“Well, if we ever see him again, it seems like we’ll have to thank the other Ben. Now though, goodnight kids.” Max told his grandchildren as he continued to take off his armour, and within only 10 minutes, all of the Tennyson family was fast asleep.

Though, in the middle of the night… the green hourglass shape of the Carnitrix began to glow brightly for a moment as a voice spoke from the device.

“Primary directive: Protect Benjamin Kirby Tennyson.

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“Error. Unknown device syncing with Carnitrix. Unknown Device wielder: Albedo of the Galvan.”

“Initiating severe retaliation. Unknown Device’s Default form, Benjamin Kirby Tennyson. Transformation settings of Unknown Device, excruciatingly painful. Risk of death when transformation feature is used by Unknown Device: Fatal.”

And the Tennyson family slept on, blissfully unaware of another horror committed by the Carnitrix this night thanks to its hate of the Galvan race and its directive to protect its wearer.

Chapter Text

Countless worlds…

We see a large variety of shots of different environments, consisting of a version of New York City that had a large Tower with the letter “A” proudly displayed on it, A Mr Smoothie store with a teenager with an alien watch enjoying a drink, a lively green area that somehow had naturally occurring loop-ta-loops, a snowy mountain with a child in red standing on the top and city ruins left behind by an ambitious species that is now extinct.

Countless Heroes…

We then see a criminal in a city overrun by crime ran down an alleyway as fast as he could, trying to escape before something kicked the criminal in the back, causing him to fall to the ground and be pinned by a shadowy figure that resembled a bat from what little of him could be seen. Followed by what appeared to a teen in red and blue coloured spandex shooting a web line to the top of a building and pulling himself up to it, leaving behind a knocked out man webbed to a wall. Next up, the sight of large, bug themed robots approaching terrified little animals before the machines were instantly destroyed, freeing more little animals that were trapped within thanks to something moving so fast, all that was seen was a blue blur. Next, we see a creature that looked like a humanoid scorpion running within a forest, only for a blade to suddenly cut through its neck, and before the head could turn into ash, the creature saw a teen wearing a black and green checkered haori. And lastly was the ruined city from before… followed by a destructive green laser doing quite a bit of damage to a building, followed by a cheer of victory.

…Those less likely to be called heroes, depending on who you ask…

We then see that the green laser had been fired by a short (“Bite me!”) drone girl wearing purple, doing what can only be described as a very poor victory dance as a tall male drone with a captain hat cheered for her, while the female drone by his side whistled with a smirk on her face. The scene then shifts, revealing a teenager dressed like a gentleman thief firing a gun in his hand, instantly killing a 4-armed creature that was attempting to crush him. The next moment we see is of a surprisingly tall and buff teenager walking down a street, but when a bullet was fired at him, a ghostly arm that only he could see appeared, grabbed the bullet and then flicked it where it came from, taking out an assassin paid to try and kill him. And the last thing seen is a short creature with eyes that look like they were a reflection of the void it was born from, slicing off the head of an infected creature without care and walking further down its path without a look back.

All working to protect the world.

With that, we see the various characters that had been shown resting or being happy. With the shadowy bat figure smiling to himself as he looked over his city, the teenager wearing red and blue spandex taking a selfie with someone on the streets of New York, the child on top of the mountain smirking as he heard the sound of snow crunching beneath someone’s footsteps behind him, the blue blur that had saved the animals earlier lying on the ground and enjoying a small power nap, the boy wearing the green and black haori offering some food to someone wearing a boar mask when they were upset with the food they had, the purple drone listening to music while her friends drank oil, the teen dressed like a gentleman thief smiling as he took out his phone and left the world he was currently in to rest, the tall and buff teen looking at a picture of him, his grandfather, a friend and deceased comrades back when they were in Egypt and the creature with void like eyes sitting down on a bench and closing its eyes.

Yet now… it’s time to protect more from horrors.

Suddenly, we see the teen that had been drinking a smoothie earlier appear in a white void, and look around in confusion as he landed on the ground.

“Okay, what bad guy or desperate person has kidnapped me for either a murder attempt, or to beg for help?” The teen asked, and he turned around when he heard footsteps coming from that direction.

“That would be me. And if we want to save countless lives, we’ll be needing more than just you, conqueror of the Carnitrix.”

This year…

Hearing a scream that likely belonged to a child, the DCAU Batman dropped the newspaper he held in his hands and jumped, using his Grappling Hook to swing through the city to save the one needing help. However, we focused on the newspaper, revealing the current location of the Dark Knight.

Gotham City, year: 1959

Watch…

Using the power of her Solver, Uzi was able to stop a piece of concrete from slamming into her, only for something to run through it and almost stab through her. Thankfully, a concerned N flew in and grabbed her, pulling the Worker Drone to safety at the last possible second, with V joining their side a moment later as the cracks on her visor heal.

All of them not taking their eyes off of the creature who proudly displayed the symbol of the Absolute Solver clearly despite the smoke currently covering its body.

As they fight…

Seeing the opponent in front of him, Ben Tennyson smirked as he activated the Omnitrix and slammed his hand onto the dial, his body being covered in a flash of green light and revealing he had turned into Heatblast and shooting fire at the ground, allowing him to avoid being slammed into by a version of Crabdozer, before quickly turning into Armodrillo and attacking the Predator’s back.

Their dark reflections…

Glaring at the massive creature that held some resemblance to him, Sonic the Hedgehog didn’t even turn around to look at the horrific Tails clones and instead merely ran forward, the sudden force from the action sending the clones charging at him flying back. Something that caught the of the giant monster of a Blue Hedgehog, which barely had enough time to turn its head before a Homing Attack hit one of its eyes.

Friends made foes…

Scowling a little in confusion, Pokémon Trainer Red stood behind his Snorlax as they battled this creature that they were familiar with, yet was so different since the last time they met it.

Great horrors…

Joker of the Phantom Thieves of Hearts took a step back to avoid having his gut sliced into by his opponent, before then using his knife to block another attack from the bladed glove and allowing his mask to disappear, bringing forth Arsene and letting his Persona unleash a blast of Curse magic that forced their opponent back.

And familiar evils.

Skidding backwards as a result of the punch he just blocked, Tanjiro Kamado taken by surprise when he saw his opponent, a man with pink hair and covered in face tattoos, make a motion with one of his hands and only a few seconds afterwards, Tanjiro felt his left ear get cut off, knowing he would have lost more had he not smelled the malice coming from his opponent.

Now prepare…!

“It’s hero time!” Ben yelled as he transformed into XLR8, causing Sonic to smirk beside him.

“Try and keep up kid!” The Hedgehog said before he ran forward, the Hero of Heroes only a step behind as their allies charged forward with them against the foes before them.

…For Heroes vs Horrors!

“So, what’s next?” Tanjiro asks as helped N back onto his feet, with Uzi and V approaching them.

“Wait, you don’t know? Didn’t you say things would be explained after that fight?” V questioned the kid with annoyance clear in her voice, making the Kamado chuckle a little nervously.

“To be honest, I would have expected us to fall through a white hole to be told everything by now.” The Demon Slayer answered, and just as he answered… the white hole he was talking about and they all fell through, and it closed before the 3 drones could even think of bringing out their wings.

Preview of the next part

“Now I’ll show you!” Super Sonic yelled, easily pushing back the arm of Shin Sonic and instantly appearing right below the chin of this monster immediately afterwards, delivering an uppercut that sent the oversized monstrosity flying into the air and crashing into a Mountain Range.

“…That one was for Tails.”

Next Heroes vs Horrors part: The Fastest Thing Alive vs The Fastest Giant Alive (Sonic the Hedgehog vs Shin Sonic)

Chapter Text

The title of Pokémon Master…

We see a young adult man wearing a red jacket sigh a bit as his opponent’s Rhydon fell to the ground, knocked out. Meanwhile, this young man’s Lapras frowned, having defeated their opponent’s entire team by herself.

One that is desired by nearly all trainers…

Recalling his friend without saying a word, the young man walked out of the Champion room of the Kanto Region without looking back, a feeling of boredom being a strong one today.

While that Gold kid from a few years back revealed there were still strong Trainers for him to battle in the world, was there really no one from Kanto that can give him a challenge?

Yet leaves little opportunity for challenge when you have it.

Now outside of the League building, the Kanto Champion took in a deep breath before reaching for one of his Poké balls, only to pause a bit when he saw a bright glowing light in front of him.

“…?” Despite not making a single sound, the Pokémon Trainer clearly showed his confusion. Still, he grabbed hold of his Blastoise’s Poké ball in preparation of a fight.

Yet, before he could send out the Water type starter, the light grew brighter and blinded the Champion.

…Or at least, in the current world.

Looking at his Pokédex, the Champion of Kanto blinked in surprise as he saw a worldwide tournament that is happening that wasn’t going on before he that bright light appeared before him. Yet, as he looked over more and more of the details of the tournament…

The Trainer smirked.

The Original Pokémon Trainer is here…!

Facing his opponent, a Trainer from the Unova region, Red watched calmly as his opponent’s Serperior used its agility to move around his much more bulky Snorlax, but the Normal Type retaliated with surprising speed for its species, crushing its opponent underneath its weight as a counter to a Leaf Blade attempt.

To take on another world!

Poliwrath raised its guard, allowing him to block and lessen the damage it would have received from the Cross Chop from the opponent’s Machamp, giving the Water and Fighting type the chance to look at Red. And while a word wasn’t said, the Pokémon already knew the command it just received from this single moment.

In another battle, we see Persian growling in rage as she took a powerful Slash from her opponent, a Meowth wearing a hat, red scarf and pair of boots. Seeing this, Red’s Pokémon charged up a Hyper Beam in her mouth and fired, yet before the Meowth could have attempted to dodged, clear signs of electricity made its body tense up and take the attack head on without even a chance to block.

We then shift to the sight of a forest, where Red’s Dodrio ran around the battlefield with amazing speed, to the point where the opposing Fearow was having a tough time despite being the only bird like Pokémon between the two Flying and Normal types that can fly in the air whenever it wanted. As a result, the Fearow was caught off by surprise and released a cry of pain when it was hit by a Drill Peck.

Next, we see a Haxorus land a powerful Breaking Swipe on the Blastoise it was fighting, sending the Kanto starter flying up in the air, yet the Blastoise showed it had some impressive agility despite its large frame and landed back on the ground with its feet. With its safety currently secured, Blastoise briefly looked over his shoulder and saw Red holding a multi-coloured stone that began to glow, making the Water-Type stare back at his Dragon-Type opponent and grin.

Now prepare for…!

Smiling a bit as he watched his current team train together, Red blinked for a moment in surprise before looking over his shoulder and saw a young trainer with a Pikachu on his shoulder and a Lucario by his side. A sight that caused the Kanto Champion’s own Pikachu to run to the side of his trainer, its curiosity caught by the trio before it and the rest of the team.

As…!

Appearing from his Pokéball, Red’s Charizard released a powerful roar for the whole world to hear, the mere strength of the Starter’s yell being more than enough to kick up a large amount of dust to the point where someone could be tricked into thinking it used Sandstorm.

The Champion…!

Grinning at the sight of such raw power, Leon tossed out his own Charizard, the pair of Fire and Flying types glaring at one another in excitement. Both Pokémon easily recognising the power of their foe the second their eyes locked.

Fights in battles…!

Smirking as he heard a loud banging sound behind him that kicked up a lot of dust, Red looked up as excitement practically sang within his veins his Gigantamax Pokémon was set up to face the Gigantamax Duraludon before him.

That we have all been wishing for!

“Pikachu! 10,000,000 Volt Thunderbolt! FUUULLL PPOOOOWWWEEEERRRR!!!!”

So come this year…!

Being raised up into the air by the rising podiums, that was also highlighted a beam of light, Red did not react to the cheers of the crowd as he appeared in the stadium. However, after sending a glance to some of the most powerful Trainers in the world, the Pokémon Master smiled.

Though, his eyes specifically locked onto the eyes of the Alola Champion of this reality. A silent promise exchanged between them in an instant.

And witness…!

Groaning in pain as it took a barrage of strikes from the Acrobatics attack of Rillaboom, Venusaur smirked as it slammed one of its legs onto the ground and released a yell of might, as from the plant on its back a blast of powder was unleashed, hitting the Galar region’s Grass starter in the face and making it drop to the ground, asleep.

In another battle, Red’s Arcanine used Flare Blitz and clashed head on with an Infernape that met the other Fire-Type head on with its own Flare Blitz. And as the two pushed against one another, Arcanine moved its head a bit and then used Crunch on Infernape, trapping the enemy Pokémon in his strong jaws.

Pokémon Trainer Red vs The World Coronation Series!

“….” Stepping towards the entrance of the Viridian City Gym, Red entered the building with a glare on his face. And upon stepping a single foot inside, he instantly saw a man in a black suit with a red tie.

“Ah. It is good to see that you accepted my invitation for this meeting.” The man said with a dark smile on his face, before turning away and walking to the arena of his gym. The intent behind this clear, and Red did not hesitate to follow for their battle. “Now then… the terms I set were clear, so I shall ask. What are the terms for your side if you somehow win?”

Chapter Text

Heroes…

We see a wide selection of famous video game heroes. Ranging from Sonic the Hedgehog, Mario, The Child form of the Hero of Time, Samus, Kirby, Cloud, Captain Falcon, Ness, Marth, Pit, Shulk, Mega Man, Pac-Man, Ryu, Bayonetta, Simon, Banjo and Kazooie, Terry, Agent 3, Olimar and even Sora, all of them being in a combat ready pose.

Villains…

Next, we see a wide shot of characters of a more horrid nature, consisting of Bowser, Bowser JR, Piranha Plant, King K. Rool, Ganondorf, Dark Samus, Ridly, Wolf, Sephiroth and Kazuya, all of their bodies covered in Shadows, yet also a menacing aura.

And so many others.

Now another wide shot appears, with the wide selection of characters being bigger than the last two, as it consists of warriors like Ken, The Hero of the Wild Link, Joker, Princess Peach, Princess Zelda, Donkey Kong, Meta Knight, Kind Dedede, Fox, Falco, Pokémon Trainer Red, Mewtwo, Greninja, Incineroar, Lucas, The Ice Climbers Duo, Byleth, Mr. Game & Watch, Palutena, The Villager, Little Mac, Pyra and Mythra, Solid Snake and many, many more.

Yet now, what they are…

Blinking in surprise, Joker of the Phantom Thieves of Hearts looked at his hands in confusion as he saw that he was now in his Phantom Thief attire.

However, when he looked up and saw that he was in a small, boxed area with only himself in it, and in other boxed areas was a wide variety of people and creatures in their own little areas.

…No longer matters.

“Welcome one and all! To the greatest tournament of all!” Declared a red-haired woman with a wide grin, taking nearly all of the gathered people by surprise as they noticed her in a watching area above them all. And seeing all eyes on her, she clapped her hands together.

“Now that you have all been gathered, why don’t we get the competition started.”

Now prepare…!

Grunting a bit in pain, Lucina barely had a moment to breath before Mewtwo opened one of its eyes at last, with the Clone Pokémon raising an arm and then moving it as if slashing with a sword, shooting a cut of Psychic energy at the daughter of Chrom and Robin, who barely had the ability to jump to the side and dodge.

In another battle, Bowser growled with such rage that fire was almost spilling out of his mouth, fully intent on turning the purple lizard before him into ash for daring to try and harm his son.

Within a battle inside a castle, Luigi and Mario worked together flawlessly, allowing them to get in numerous hammer blows against Sephiroth, who was slammed into a wall by all of these attacks and had to wipe away some blood from his mouth.

…For the greatest…!

Running around a blocky mountain, Sonic came to a stop when he spotted someone with a weird red sword walking around in a blocky village.

Sidestepping a punch from his opponent, Little Mac went for a right jab against Kazuya, only for the martial artist to easily block and then deliver a devastating kick at the boxer.

In another area, we see Steve and Isabella fishing for food for their group, with Pichu sitting in the lap of Toon Link as the child slept for the night.

In a battle though, Red raised an arm to cover his face, expecting to be hit by the arrows of Dark Pit, only for his Charizard to fly in and save him at the last moment.

…Gaming Crossover…!

Locking blades, Robin and Byleth glared at one another as they tried to overpower the other, the Tactician of the Shepards and the Ashen Demon both releasing an incredible power from their bodies that did not belong to either of them and did in equal measure.

In the ruins of what appeared to be a large company building, Cloud looked at Sora in confusion, wondering what was up with this kid that seemed to know him despite the blonde being 100% sure they never met.

Within a battle on top of a floating platform, Child Link smirked as the bomb he dropped at the feet of Lucina sent her flying up into the air, leading her to get hit in the face by the Tennis Racket of Princess Daisy, who soon gave the Hero of Time a thumbs up.

…Of all time!

Looking over his shoulder while his team rested up, Joker smiled a bit as he watched Kirby, Agent 3 and Incineroar sleep and rest up after a long day.

In the middle of a battle, Palutena unleashed a barrage of light based attacks upon Rosalina, only for the Mother of the Cosmos to defend herself and her Lumas by creating a barrier of magic.

Witness alliances form!

In this moment, we witness Chrom and Bowser glaring at one another, things looking like a battle would break out here and there. Suddenly, Bowser let out a bellowing laugh and slapped Chrom on the back in good nature, almost sending the Leader of the Shepards flying into the air.

Smiling to herself, Zelda had to chuckle as she witnessed Wario comically slam his face into that of the Lizalfos echo she just summoned, before the mustache man was slapped away, leading to him getting hit by a barrage of Water Shuriken from Greninja.

Rivalries form!

We then see Incineroar roaring out for the world to hear, the Pokémon grinning as it heard its team cheering for it. However, the Heel Pokémon suddenly widened its eyes in surprise when it felt Ken grab its tail, and beginning to spin around and toss the Fire and Dark-Type into the air.

Pointing their guns at one another, Bayonetta and Joker shared a smirk, the pair of fighters having Madama Butterfly and Arsene behind them respectfully.

All for survival!

Exchanging shots from their bows, the Hero of the Wild took cover behind a pillar, confusing Pit for a second as he worriedly wondered what the swordsman’s strategy was. However, before the Angel could act, he felt an arrow hit one of his wings, making him cry out in pain and fall to the ground.

We next see Super Sonic 2 glaring at the giant form of Dreamy Bowser, before something gigantic began to descend from the darkened clouds, as if God himself decided that the Devil needed to be unleashed upon the mortal world to try and stop the titanic clash from being as devastating as it could be.

So let us witness…!

We then see every gathered fighter’s eyes widen in shock, before all of them yelled in surprise as they somehow found themselves falling in the air. Some fighters using their natural ability to fly to save themselves, others using items or creatures they can bring forth to save them or being forced to rely on their sheer durability and endurance to survive the fall.

The Super Smash Brothers Tournament!

Walking forward a little reluctantly, Link and Byleth shared a look from across the battlefield they were both forced into, before their eyes hardened and they drew their blades, the Master Sword and Sword of the Creator respectfully.

And after a moment… The Hylian Champion and The Ashen Demon charged forward, both intent on winning and getting back home. All while the woman watched and smiled.

"Now, amongst you originals, let us see who is really the strongest."

Chapter Text

Ben Tennyson (Wielder of the Carnitrix – Classic era)

Ever since obtaining the Carnitrix and being stopped by his older teenage self, this version of Ben has been caught in a strange mixture of eagerness to be a hero, yet also extreme fear of turning into an alien. So as his Summer goes on, the big question is if his desire to be a hero or his fear of being an alien will be what wins?

10 Facts

1= Amongst his alien forms, the 5 that Ben hates the most is XLR8, Heatblast, Cannonbolt, Alien X and [ Data removed ], with this being due to something he can’t quite describe about the first one, the next 2 being used to almost kill his family, Alien X because he can’t think of the form without thinking of that night and [ DATA REMOVED ].

2= Even if it makes him uncomfortable due to heat, Ben will do his best to wear the jacket and hoodie that Ben Prime left him.

3= Covers up the arm that has the Carnitrix whenever he can using whatever can work, due to the frequent flashbacks he gets from seeing it. Will still do so despite the discomfort it strangely gives him.

4= Even when the Carnitrix isn’t active, Ben almost always feels pain in his arm that the device buried itself into.

5= Randomly, Ben is sure that he can see a strange girl in a straight jacket whenever he becomes and alien.

6= Has a hard time actually sleeping, developing dark circles around his eyes as a result.

7= When the Carnitrix doesn’t give Ben the alien he wants, he feels a bit of hatred for the watch when compared to Ben Prime’s annoyance.

8= Sometimes, Ben can swear that he hears someone talking to him, even when he knows it is just him and his family.

9= Currently has no favourite alien.

10= Trying to learn how to control his emotions better after a certain incident.

Chapter Text

A weapon made to commit genocide on a nigh universal, to potentially Omniversal scale by the elder brother to a Galvan that would be arguably the smartest being in the universe had that life not been extinguished so early. However, after a battle against an older version of its host and a version of itself meant for peace instead of genocide, this weapon has changed… though the question is by how much.

10 facts

1. As a version of both the Unitrix and the Omnitrix made to be a weapon, the Carnitrix only has a few thousand DNA samples stored within it instead of the over 1,000,000 that the Prime Omnitrix has.

2. Amongst a few of the DNA samples that the Carnitrix does not possess compared to the Omnitrix, forms such as Walkatrout and The Worst do not exist in this watch amongst canon transformations and amongst still to be unlocked aliens confirmed to exist within the Prime Omnitrix, Bob the Blob and Squirtapiller. However, stronger forms that the Omnitrix has locked away that do not exist within the Carnitrix’s database would consist of forms such as Portaler.

3. After the tampering from Ben Prime and Prime Azmuth, the Carnitrix’s Ai, while still violent and practically having the mind of an unstable and insane woman, the Ai itself has somewhat calmed down in bloodlust, its programming greatly resembling the personality of Neferpitou from Hunter x Hunter.

4. Amongst all of the DNA samples the Carnitrix has at its disposal for Ben to use, Plantapocalypse and Whampire are the Carnitrix’s personal favourites.

5. While the Carnitrix does give Ben the form it considers the best situation that he is in, it holds no consideration for others than its host and will choose to transform him into an alien best for his personal survival, even if it endangers those around him.

6. The Carnitrix can forcibly activate the Evolutionary feature to turn Ben into an Ultimate Alien if it believes it is needed, even against Ben’s will.

7. The Carnitrix has a minor version of the Data dump, making Ben aware of the powers the form he is in possesses on an instinctive level, but it does not give him the instincts to know how to use the powers immediately.

8. If the Carnitrix comes across an alien species that it considers to be a good addition to its and Ben’s arsenal, the faceplate of the watch will open up and a spiked syringe connected to a metal tendril will shoot out and stab that alien to take a DNA sample for it to store and use in the future.

9. Should Ben be unconscious or in a level of danger that it believes its host can not handle, the Carnitrix Ai can actually overpower the precautions Prime Azmuth put into it and gain complete control over Ben’s body regardless of the form it is currently in.

10. Thanks to being directly connected to Ben’s brain, the Carnitrix is constantly trying to communicate with him through a personally created human avatar that looks like a brown-haired child version of Eunice from the Prime universe, except key differences consist of this avatar have no eyes and instead 3 claw like scars over where they should be, and is wearing a white and black straight jacket. This is to try and make a relationship with Ben without him becoming 100% hostile given their starting situation.

Chapter Text

The granddaughter of Max Tennyson and the cousin of Ben Tennyson, a young girl who should have been the first victim of the Carnitrix had it not been for the interference of Ben Prime and Paradox. But with such a horrid fate adverted for her and now spending a Summer vacation with a grandfather that is a former space cop and a Cousin stuck with a genocide weapon for the remainder of his life, what is a girl like herself meant to do?

10 facts

1. Ever since Ben has obtained the Carnitrix, Gwen has lessened the use of her insults towards her cousin given his PTSD and depression, but has not stopped entirely. Something that is a major relief and a great source of stress to Ben in equal measure, as the insults and bickering with Gwen remains the same despite them happening less frequently.

2. Due to one of Ben’s nightmares early on after the fight with Ben Prime, the Carnitrix believed Ben to have been in danger and turned him into Heatblast, and with Gwen sleeping below Ben in the Rust Bucket, this caused her to gain a burn scar on the upper part of her right arm. 

3. During the time when Gwen had the Charm of Luck, while she still chose to still destroy the other 5 within this world, she decided to keep the Charm of Luck to help Ben and Max more than she could up to this point.

4. The charm’s powers is why Gwen has a burn scar on her right arm instead of on her face when Ben turned into Heatblast while having a nightmare.

5. Gwen’s least favourite of Ben’s aliens is Heatblast due to it almost killing her and the scar the form gave her.

6. When she took Charmcaster’s spell book in this reality, she also took Charmcaster’s bag to add onto her arsenal due to the events of "A Change of Face" going very differently than they did in the Prime timeline.

7. Gwen often does check Charmcaster’s spell book to see if there is a potential magical solution to taking off the Carnitrix without risk to Ben’s life, but hasn’t found anything that has even the slightest chance of working.

8. To prevent Ben from transforming because of the Carnitrix, Gwen has actually become quite protective of Ben to the point of getting physical with others, even punching JT and Cash in the events of “The Unnaturals” when they attempted to bully her cousin and being more vocal with Kai at the end of the events of “Benwolf” when learning of what she wanted to do when they believed Ben was cursed.

9. As a result of hanging around Ben more often than before and cutting her cousin some slack compared to the Prime timeline, Ben has actually converted Gwen into being a Sumo Slammers fan, with the girl even becoming a bit of a dedicated nerd regarding the series. Something that often makes her cousin question if they both went insane because of what has been happening since he got the Carnitrix.

10. By the start of Season 4, Ben and Gwen’s relationship actually resembles the relationship of their Reboot counterparts, but still very much butting heads and having a spat at least once every day. Those kids are still stubborn after all.

QnA questions

1. Question: If Carnitrix Azmuth got to completely finish the Carnitrix what would it look like? Would it look like the Carnitrix version of the Complete OV Omnitrix or would it still look the same?

Answer: The Carnitrix would have probably resulted in something akin to a much more crude version of the Omnitrix shown in The Ink Tank’s 5YL series when Ben is in its standard mode. The main difference between a hypothetical completed Carnitrix and that version of the 5YL Omnitrix being that the metal tendrils are still present, with one stabbing into the user’s hand and the rest into the arm.

2. Question: If Carnitrix Azmuth was never caught and given the chance to keep improving on the Carnitrix as well as get smarter would he be able to make a normal Omnitrix if he wanted to? Would he have the potential to become as smart as Prime Azmuth’s aka his alternate brother if he wasn’t caught by Tetrax and Vilgax and slowly improved on his work?

Answer: No. Carnitrix Azmuth is old enough to be considered senile for a Galvan and required medicine to function coherently by the time Tetrax and Vilgax caught up to him, so he would not have had the chance to improve his intellect and potentially make a normal Omnitrix if he desired. Assuming he never attempted to make the Carnitrix and instead make a normal Omnitrix, the closest Carnitrix Azmuth would have gotten is basically a Nemetrix containing the DNA of sentient species instead of Predators, where the user’s mind would get overwhelmed by the alien form’s new instincts, especially since unlike characters such as Prime Albedo or Psychobos, Carnitrix doesn’t have any knowledge of a Prototype Omnitrix to make an attempt at a replica of the actual device or his own unique and completed version of it.

3. Question: Does Ascalon exist in the Carnitrix Universe? I know it would be a lot cruder and less powerful in this universe due to Carnitrix Azmuth not being as smart but I feel like Carnitrix Azmuth would 100 percent make Ascalon. It’s a literal reality warping sword that can destroy planets and rewrite reality. It’s the perfect tool for him to kill all life. In fact considering he’s familiar with humans you could easily say he gave this version of Ascalon to Carnitrix Sir George in hopes he would use it to kill as many as possible only for him to defy Azmuth and do the opposite. Stop the Dagon.

Answer: Yes, though like how the Carnitrix is a crude version of even the Prime timeline’s prototype Omnitrix, the Ascalon of the Carnitrix universe is a crude version of the one residing within the Prime timeline, even if the design would make you think otherwise.

4. Question: Will this version of Ben eventually experience his own version of Alien Xtinction. Meaning he will have to help a Carnitrix version of Reboot Ben fight an Evil adult Carnitrix Reboot who’s collecting Omnitrix’s on his body?

Answer: Technically yes, but also no. This Carnitrix Ben would actually encounter the canon Reboot Alien X early into the evil version of Ben’s journey of stealing other Omnitrixes from the Bens throughout reality, with the encounter causing the Carnitrix to bring out its own Celestialsapien transformation, with the following battle being a stalemate since their respective Celestialsapien transformations are both not pure and incomplete. Reboot Alien X would then retreat at the sight of an Ultimate Carnitrix Alien X, not knowing there really wasn’t a power increase with this form and would leave Carnitrix realities alone as a result, at least temporarily until he takes more Omnitrixes, but we know the end results of that.

5. Question: Did Eon ever have his own experiences with Carnitrix Ben? Considering he’s like a Chronian retconned to be an alternate Ben? If so then I can only imagine just how bad that potential fight almost went for him. Would Eon even be crazy enough to have Carnitrix Ben fight with him during the Chronosapien Time Bomb stuff along with the other Evil Bens?

Answer: He actually did. While the original Carnitrix world was playing out, he did not get involved but upon hearing of Paradox gathering an army of Bens to fight a single opponent, he would go back in time to learn more. This lead to him fighting against Carnitrix Ben when the watch detected him, and seeing the watch slowly turn its Ben into Clockwork, Eon would leave before the transformation was complete and left that time period within that specific universe alone ever since.

6. Question: Will Carnitrix Ben eventually meets his own version of Rex Salazar when he grows up?

Answer: This is a yes and no. Carnitrix Ben would not end up encountering his own unique version of Alpha that would send him to a potentially horror like version of Rex Salazar’s universe. However, during a mission into the Null Void set during the time of his equivalent of Ultimate Alien, Carnitrix Ben would end up being found and attacked by the same version of Alpha that Ben Prime imprisoned within the Null Void, leading to the pair landing within the canon universe of Generator Rex just over a month after the series’ finale.

Chapter Text

Crabdozer

As the 2^nd Predator summoned by the Naturetrix alongside Ben’s transformation Ball Weevil, Crabdozer quickly found itself confused as to where it was, though it did not become hostile, though this is mainly due to the fact it saw neither Ben or Gwen as a threat and was content just walk away. However, when attacked by Vilgax’s drones and Ball Weevil fought to protect it and fight off the machines, the Pyronite Predator recognised Ben as a potential ally and for most of season 1, is one of the Tennyson’s most trusted summons… in regards to Crabdozer not trying to eat him.

The first time that Crabdozer was actually summoned while Ben turned into Heatblast was actually in the Season 3 episode, “The Visitor”, which momentarily caused problems between Ben and the Predator alien until Crabdozer registered Xylene’s presence as a danger to itself when she nearly immobilised it with her powers.

Crabdozer is one of the more hard headed Predators, yet it is more intelligent than its actions would normally suggest. Because of this, Crabdozer was actually the 3^rd Predator to make the conscious realisation that all of the aliens with the Naturetrix symbol that are around when it’s summoned are the same person, so it has one of the easiest times just relaxing and being on guard whenever Ben uses the watch.

Amongst the Tennyson family, Ben is Crabdozer’s favourite, although when out and allowed to relax, it is probably resting away from the family or near Max to enjoy a nap or take in the sights of its current environment.

Mucilator

The 3^rd Predator summoned by the Naturetrix when Ben turned into Big Chill to fight against the giant drone that had been sent by Vilgax in the first episode. Upon being summoned, Mucilator would simply lie down and attempt to sleep, ignoring Ben’s prompting to try and come with him to save lives. Deciding to try and go save lives if the large Predator wouldn’t do anything, Ben’s Necrofriggian form would have a tough time against the robot and would get the idea of luring it towards where Mucilator is resting, phasing through an energy blast so that it would hit Mucilator and making the alien animal help fight and destroy the machine.

The first time that Mucilator would be summoned alongside Ben as Crashhopper would be in the Season 1 episode, “Hunted”, though this would be at the start of the episode and wouldn’t cause troubles against the Bounty Hunters, though this would become more of an actual problem in the “Lucky Girl” episode, where Ben would try to use Crashhopper to help in the battle against Hex, only to be almost caught by Mucilator had it not been for the battle taking priority in the alien animal’s mind over getting its prey.

Mucilator is one of Ben’s more dim-witted and simple Predators, usually preferring to sleep whenever it is brough out unless it is in the presence of someone it actively hates (such as Dr. Animo), an Orthopterran/Crashhopper is around or it is actively attacked and harmed. Because of this, Mucilator is a Predator that often gave Ben challenges, both as Crashhopper and as other alien forms.

Amongst the Tennyson family, Mucilator’s favourite is Max due to the fact the old man does convince the children to leave the predator alone most of the whenever it is out and danger is not present, allowing Mucilator to often just sleep during these times.

Terroanchula

The first Predator summoned by the Naturetrix when Ben transformed into Heatblast for the first time. Upon being summoned, Terroanchula found itself confused but its attention was drawn by the now Pyronite child, to which the predator would actually end up attacking Ben to cause the forest fire in this universe would ultimately back off when the forest fire was actually endangering its life and taking away its advantage by travelling and hiding in trees.

The first time that Terroanchula would be summoned while Ben turned into Ball Weevil was during the season 1 episode “Tourist Trap” to combat the Megawatts, though interestingly it did not try to attack Ben, due to Terroanchula’s intelligence being one of the closest to full on sentience amongst the Predators within the Milky Way Galaxy and that allowed it to piece together that the beings with the Naturetrix symbol on them are important to its survival.

Terroanchula is effectively the Predator equivalent of GhostFreak within the AU, despising Ben and the Tennyson family, but despite its ability to act much more independently compared to the Zs’Skayr consciousness in the Prime timeline, it was even more limited in escape options until the day Ben unlocked GhostFreak within the Naturetrix au (which Ben unlocked against Zombozo due to his rage at the goofball emotional vampire), where the Zs’Skayr consciousness would make an alliance with Terroanchula, resulting in it being freed when Ben encounters Dr Viktor.

Terroanchula would survive the events of the GhostFreak arc in the Classic series, and would make a reappearance during the Negative 10 episodes, where it would have been turned into the personal pet of the Forever King and Animo used its DNA for mutant animals and Clancy.

Buglizard

A Predator that would make his first appearance in the season 1, “Permanent Retirement”, when Ben would try to flee from Aunt Vera by transforming into Big Chill. Upon being summoned, Buglizard would initially try to intimidate Big Chill, only for its senses to pick up on the hidden Limax, causing it to try attacking many of the surrounding ‘civilians’ and Ben would try to stop the Predator until Buglizard cut off the arm of ‘Marty’ and making Ben realise that there are fake people around.

The first time that Buglizard was summoned alongside Ben as Stinkfly would be in the season 1 episode, “The Alliance”, where Ben would be turned into Stinkfly here against Rojo and her crew the first time, which would actually have most of the episode’s events skipped entirely regarding Rojo gaining powers, but the conflict caused by Max being harmed would still happen due to Buglizard swatting Max away when it attempted to eat Stinkfly.

Buglizard is a fairly violent but observant Predator due to stalking its prey most of the time, so it was quick to accept its situation with the Tennyson family and roll with the punches. However, this does not mean that Buglizard actually likes the Tennyson family, merely helping them purely for self-preservation until the season 3 episode, “Ben 10,000”, where it would be one of the Predators to see the future Tennyson and seeing what the boy will become causes Buglizard to accept Ben as an actual partner.

Buglizard, unlike most of the other Predators, actually does not enjoy any of Max’s cooking, and instead has actually developed an interest in the kinds of snacks that Ben and Gwen enjoy whenever the two cousins can avoid their grandfather’s cooking.

Hypnotick

A predator that made its first appearance in the Season 1 episode, “Tourist Trap”, when Ben turned into Brainstorm against the Megawatts, with Hypnotick initially trying to hypnotise everyone upon appearing and grew to respect and listen to Ben quickly when he saw through and dispelled the hypnosis using both his insane IQ and electric powers, resulting in the pair creating a flawless plan that would have the Megawatts be hypnotised and put to sleep long enough for them all to be contained.

The first time that Hypnotick would be summoned with Big Chill would be in the episode “Side Effects” when Ben would fight Clancy where he originally would as Heatblast in the Prime timeline, with Hypnotick actually getting the ill Big Chill in its mouth… and spitting it right out because the illness made the Necrofriggian form taste horrible. From there, the pair would actually work together and still defeat Clancy and his bugs, with Hypnotick eating many of them to get the taste of the sick Big Chill out of its mouth.

Hypnotick is usually a quiet Predator and mostly keeps an eye out for prey and threats, but otherwise does not react to anything. Hypnotick has also seemed to have decided that the top of the Rust Bucket is its nest, which it will rest on top of the vehicle whenever possible when it detects no threats or prey in the area, but despite this, it actually is a bit mischievous and will often hypnotise Gwen to make her be more quiet or do silly things, which Ben greatly enjoys.

Amongst the Tennyson family, Hypnotick’s favourite member of the family is Ben due to the boy being able to much more actively help it fight off danger than any of the other two for a good while, and because the energy that Ben has is actually similar to a younger specimen of Hypnotick’s species and that causes some small protective instincts within the predator to rise when Ben is hurt or upset.

Vicetopus

A predator that would make its first appearance in the Season 1 episode, “The Krakken”, initially appearing at the start of the episode alongside Ben as Humungousaur to scare Gwen and would fight against the Krakken to a standstill and help Ben escape from drowning. However, it would make another appearance in the episode in the final fight alongside an Upgrade using a boat that it turns into a mech to save the Krakken’s eggs, which Vicetopus would do in order to get this rival to not attack it again.

The first time that Vicetopus would be summoned while Ben was transformed into Brainstorm in the season 1 episode, “Secrets”, when Ben would try to have a second go at Vilgax prior to being captured, and the alien Predator would initially completely ignore Brainstorm’s existence because it detected the sheer threat that Vilgax was to its life, but when seeing Brainstorm actually stalling and making some openings for it, Vicetopus would work alongside Ben.

Being the 3^rd most intelligent of the original 10 Predators but also the most deceptive, Vicetopus really couldn’t care for the morals of Ben or anyone and mostly acts in its own self-interests, which it would realise includes keeping Ben safe. However, around the time of the Season 2 episode, “Camp Fear”, Vicetopus would have finally mellowed out a bit and started actually listening to Ben beyond self-preservation thanks to the boy saving it from being dragged down when Ben tried investigating what was happening on his own the first time around, but still wouldn’t care for others.

Amongst the original 10 Predators, Vicetopus was the 2^nd biggest fan of Max’s cooking right after Slugstop, and if the opportunity presented itself, Vicetopus would literally eat the whole table with the food on it because it looks forward to eating the food.

Tyrannopede

The Predator who would make his first appearance in the Season 1 episode, “Washington B.C.”, Tyrannopede would initially be summoned alongside Heatblast to battle against the Mammoth that Animo brought to life, with Tyrannopede seeing the fairly large beast and would attack on sight to consume it and would have a brief brawl against the reanimated T-Rex. However, while the Mammoth and mutated bird would be bested in the museum, the time that Ben has as Heatblast and the time Tyrannopede has to be summoned would run out, allowing Animo to escape with the T-Rex, although the ancient beast would be greatly injured.

When Tyrannopede was first summoned whilst Ben was transformed into Humungousaur was during the Season 1 episode, “Kevin 11”, when Ben would fight against a mutated Kevin, and while Tyrannopede was initially planning to consume Ben the moment it was summoned, it would quickly change its goals to eliminating Kevin when it saw the mutated boy and considering him a disgusting abomination, with Kevin barely surviving the encounter thanks to his copied powers and help from Ben himself.

Tyrannopede as a Predator is incredibly proud and prideful, viewing everything around it as below itself in the food chain and due to this giving it a severe lack of care towards sentient and none sentient life, this particular Predator is one that Ben always hopes never comes out at the start. However, by the time of the Season 2 episode, “Grudge Match”, Tyrannopede would almost be killed by Technorg when it would swat away Ben and Kevin to fight this foe, but when Ben would stand to protect it in only human form and Tyrannopede sees the Tennyson being able to command Kevin a little in the battle, it would finally develop a respect for Ben and recognise the boy as a leader it will listen to.

After becoming more tame after the events of “Grudge Match”, Tyrannopede would quickly develop an active dislike towards Gwen with how she often speaks to Ben since the predator feels like she isn’t showing her cousin the respect that he deserves. Tyrannopede also often tries to use the Rust Bucket like a chew toy.

Duplicat

Appearing first during the season 1 episode, “Last Laugh”, Duplicat would be summoned while Ben turned into Upgrade to battle against the Circus Freaks for the 2^nd fight, to which Duplicat would initially stay out of the battle to observe what was going on and try to leave after the fight was over, but the time limit for Duplicat’s time summoned would end soon after.

The first time that Duplicat was summoned while Ben had transformed into Ditto would be during the Season 1 episode, “Lucky Girl”, where Ben would try to help the workers that are in danger with his cloning, but he’d be getting screwed over by the Charm of Luck and Duplicat trying to hunt Ditto down, so while Ben would provide contribution in this incident, Gwen would still be taking around 80% of the credit.

Duplicat’s behaviour in all honesty can best be compared to that of Scar from the original animated Lion King film, at least on the surface. Below that, Duplicat is actually a shockingly caring member of its species that has qualities one could find in Mufasa within the same Lion King film, but only in regards to those that Duplicat has decided is now a part of its pack like the Tennyson family will become by the time of the season 2 episode, “Truth”, when Ben as Ditto would save Duplicat from being mauled by the 2 adult Vulpimancers that Phil released for his scams.

Amongst the Tennyson family, Duplicat actually considers Grandpa Max its favourite due to the old Plumber having knowledge on hour to appease its species and even groom the alien’s fur in a way that Duplicat really likes. Though, it does usually find amusement in watching Ben and Gwen’s arguments as it is usually curious on who will give up and because the Predator finds it entertaining when something bad happens to one of them after one of the children does something bad.

Chapter Text

A retired member of the Plumbers and one of their greatest heroes within the entire Milky Way Galaxy, but much more importantly, is the Grandfather of Ben Tennyson and Gwen Tennyson. However, with his Grandson now the bearer to a device capable of universal destruction, this old man will do what he can to still give those children the Summer they were promised, but he will fight to protect his family.

10 facts

1. The next day after Ben was stuck with the Carnitrix, and after the kids were outside of the Rust Bucket to have some fun, Max would call Carl and Sandra to let them know that Ben is now stuck with alien tech attached to his body. The explanation he gave would result in a lot of yelling from his son and daughter in law that would hurt Max, but he’d feel it was very deserved. He keeps them updated on Ben’s physical, mental and emotional help with at least 2 calls every day.

2. Once the events of Permanent Retirement would come to pass in this AU, Max would make it a habit to start carrying around Plumber equipment with him at all times, since it appears like alien activity on Earth is suddenly very active.

3. For the events of Season 1, Max’s main goal is to get him and his grandkids to Mount Rushmore as quickly as he can to see if the old Plumber Base has anything that could help with the Carnitrix situation, only to be frustrated when he finds nothing that fits that criteria.

4. With Vilgax being a Plumber in this universe and even being a very brief mentor to Max, the Tennyson would actually enter frequent battles against Zs’Skayr during the late 60’s and early 70’s period that would have made his Prime timeline counterpart fight against the Prime timeline Vilgax.

5. Due to the encounters with Zs’Skayr and thus becoming more familiar with aliens from the Anur System, Max would be able to know that Ben’s transformation during the events of Season 3, episodes 5 (Benwolf) was actually a slow Carnitrix transformation instead of a Yenaldooshi curse.

6. Similar to how we humans have stories about creatures like the Mothman, the Loch Ness Monster and Big Foot, stories of Max Tennyson would have spread like wildfire across the Anur System and be used as folk tales to talk with amongst friends or act as small scary stories to make children behave.

7. After not finding anything in Mount Rushmore that can actually help with the Carnitrix situation, Max gave Ben an ID Mask to use so that the Carnitrix can be hidden from others, although this still hasn’t stopped Ben from trying to cover up the watch with whatever he could use.

8. Max has frequently started tinkering with the Proto-Tool in his spare time to exploit the weakness or vulnerability of every alien species he can think of when he first saw the Carnitrix take over Ben’s body again for the first time since Prime Azmuth’s tinkering and modifications.

9. Just like how he’d call Carl and Sandra to tell them about what happened to Ben, Max would call Frank and Natalie when Gwen’s arm was burned, and while they were able to take this news better than one may initially expect, Max still couldn’t help but cry from their justified reactions to the news of how everything happened. He keeps them updated on Gwen’s condition through phones calls at least twice a day.

10. During the events of the Season 4, episode 4, “Big Fat Alien Wedding”, Max would be reunited with his sons and daughters-in-law, Frank, Carl, Natalie and Sandra, with the 2 pairs of parents being there for the wedding since they finally were given a chance to check on their kids in person and decided to attend the wedding since they were close by. During which, Max would feel a bit hurt, but understanding when his sons and daughters-in-law would be keeping his grandkids away from him for most of the wedding, despite Ben and Gwen's protests.

QnA questions

1. Quesion: Did 5 Years Later Ben ever go through the events of this fanfic during the 5 years after Omniverse? Cause 5yl Ben in this story is kind of like an alternate older Ben 100 for Ben Prime.

Answer: No. I think the best way to compare the Ben Prime of this story to 5YL Ben is how we can compare Classic Ben to Classic Ben 10,000. It was a possibility for his future and while seeing that future is what caused Classic Ben to make decisions that stopped him from becoming Classic Ben 10,000, the Ben Prime of this story has had his future path changed by the knowledge of what Omniverse Ben 10K had to do against the Original Carnitrix Ben, though the Ben Prime of this story still becoming 5YL Ben is possible and can go 50/50 at the moment.

2. Question: Ok so I saw a previous comment in this story about the idea of Carnitrix Ben over the years slowly modifying the Carnitrix with his smart aliens to eventually turn it into an genuinely normal Omnitrix with regular unmutated aliens (unless Carnitrix Ben makes it so that aliens have more combat base form mutations that lead into more devastating Ultimate forms) even eventually finding a Polymorphic crystal and inserting it into the Carnitrix in order for the process to be much easier and a lot of the malfunctions, and overall crudness of the Carnitrix is removed. I have to ask is this genuinely possible? Cause we know Polymorphic Crystals would probably benefit Carnitrix Ben if Albedo’s anything to go by. Would it even be possible for Carnitrix Ben to modify the Carnitrix into a regular Omnitrix better failsafes, hour glass dial, and button to push said dial up to select aliens, interface options and well literally all features an omnitrix would have?

Answer: To answer, it is technically possible to modify the Carnitrix into being an Omnitrix and there is the potential fix the aliens, but there are two major problems. The first one is that doing this to the Carnitrix in difficulty is likely similar to difficulty to curing Malware of his original condition, so possible but time consuming for even someone of an actual Azmuth's intelligence and would likely require lots of resources (if Prime Azmuth fully concentrated on Malware's condition, I think he could have fixed it in a couple of years, but his duties as First Thinker and then his mindset in Secrets of the Omnitrix stopped that). And the 2nd thing is that, unlike Malware initially, the Carnitrix wouldn't want to be modified 99% of the time and will fight, either through its AI or outright taking over Ben's body again to fight off the attempts, so even ignoring the general difficulty and how most of the device is hidden under Ben's skin, even attempting to modify and improve the Carnitrix into an Omnitrix model could easily become extremely dangerous. Not impossible, but if the Carnitrix is turned into a normal Omnitrix or just not made itself an essential part of Ben's body anymore, it's probably only happening when he's 18 to 20 if he can find a way to convince the Carnitrix to let it happen, maybe 17 if he's really lucky and the Carnitrix AI has grown more morality.

3. Question: One question I forgot to ask is does the Potis Altiare from Ben 10 Ultimate Alien Cosmic Destruction exist in the Carnitrix universe? Cause technically it should pre date the divergence point of Carnitrix Azmuth’s brother the real Azmuth dying cause remember it was made by ancient Galvan and 6 pieces of it were scattered on Earth by said ancient Galvan in the Game’s timeline.

Answer: Yes, the Potis Altiare does exist within the Carnitrix world, but in this reality, it is considered a rumour and the pieces are not in the same locations as they are within the actual game. To sort of explain how believable the idea of the Potis Altiare is to the Galvans, their belief that it's real is like us humans believing in Big Foot, where some do but many in this day and age consider it a story at best and for the wider galaxy, most species have forgotten even the rumours of the device existing and very few of the remaining species that remember those rumours would ever entertain it being real. Though, as this universe develops a bit more, you'll come to find that the pieces actually are going to be pretty important at some point.

4. Question: Carnitrix Ben is still a Ben at the beginning of his journey. Meaning he hasn’t gone on his own multiverse or galactic adventures yet. There’s infinite multiverses out there you can’t tell me there isn’t a Ben or Azmuth that doesn’t have something that could fix the whole Carnitrix being burried and connected to his brain thing. For example in one episode of Omniverse Azmuth literally made a device that transferred his mind to a clone body when Albedo killed him. What’s stopping Carnitrix Ben if he ever had access to that device from just transferring his mind and possibly soul to a clone body that doesn’t have the carnitrix or would that not work because the carnitrix just straight up fucked with his human dna.

Answer: To answer, there are indeed alternate universes out there that could fix this issue, main problems for that are A, no one in the Carnitrix world has experience with the multiverse beyond Ben Prime showing up, and so, they are unlikely to think of this as a possibility and less likely to be able to act on it until Carnitrix Ben is 15 at the earliest, and B, the Carnitrix itself would still fight against the process since the AI is still obsessed and wants to be with its Ben. As for the cloning thing, while that would actually work in freeing Ben from the Carnitrix, that would last for only so long because the watch would instantly leave the original body to latch onto the clone body so that it remains with Ben, and if it ever chose not to, then all that does is give the Carnitrix AI a body entirely to itself that it can use.

5. Question: Does Sir George exist in the Carnitrix Universe and is still alive by the time of Carnitrix Ben getting the torture watch? Cause I can see George being the Perfect mentor for this version of Ben especially considering his possible experiences with this version of Azmuth.

Answer: Carnitrix Sir George is not alive, but not... dead in the proper sense. In fact, despite the fact that he walks the earth still, lets just say that Carnitrix Azmuth made it so that his accurate title would be Saint George and the encounter has left him in a state that could disturb even Dagon himself on a small level. But, he would eventually meet Carnitrix Ben when he's still a child, and the encounter let to a lot of things in both the short term and the long term.

6. Question: As this Ben grows up will he eventually meet other characters like Kai Green, Julie, Rook Blonko, Jimmy Jones, or Carnitrix versions of the alternate Bens like Ben 23, Mad Ben, Nega Ben or even Carnitrix versions of all three Ben 10,000’s including Ultimate Ben. What would his relationships look like with them as he grows up? For example will this Ben still be somewhat jokey or arrogant like Ben Prime was when he eventually goes through his own versions of Alien Force to Omniverse?

Answer: The answers are actually quite diverse, especially by the time of Alien Force and onwards because of both the larger and smaller changes within the Carnitrix world compared to the Prime Timeline. But to give a general overview of the characters you listed, Ben would greatly hate Kai here as she'd still make the same remark about training him as her pet as she did in Classic while they were kids and due to the trauma that the Carnitrix inflicted on him, that remark would greatly wound Ben beyond his first kid crush rejecting him, to the point he holds onto the grudge as a teenager and fully grown adult, even if he can be civil around Kai when tempers have calmed down from distance and Kai understanding how horrible her words as a kid were when she's a teenager. For Julie, their relationship would be quite similar to the Prime Timeline, but Julie finds herself more concerned for Ben than frustrated with him when she learns of the Carnitrix and what it does to him, something that would cause their relationship to have a butterfly effect that results in them still being in a relationship in Omniverse due to the many emotional talks they'd have. With Rook, Ben would actually meet his future partner in Alien Force with him, as in this world, Rook would become a protégé under Vilgax and Tetrax but their encounter would only happen at the end of Season 2 during the final fight in the war against the species taking the Highbreed's place in this universe, with Rook and Ben becoming friends afterwards and Rook admiring Ben's will thanks to learning of Ben Prime's existence and Carnitrix Ben following in those footsteps despite the Carnitrix being the Carnitrix. With Jimmy, the young boy ironically becomes a little bit more of a horror fan due to the looks of the Carnitrix aliens and likes the idea of "Scary creatures that are actually kind" because of it, but otherwise, the relationship between him and Ben is fairly similar to the Prime Timeline, though it is worth noting that the Carnitrix is actually amused by Jimmy. As for Carnitrix versions of the alternate Bens, that will be something I'll have to go much more into detail later down the line, but I can say that those relationships/thoughts on each other is actually quite complex. Onto how Carnitrix Ben grows up, I'd say that he is still jokey and he does seem to act cocky at times as he wants to emulate the confidence he can remember Ben Prime showing, since his alternate self is Carnitrix Ben's new role model, and while this is a genuine part of him, a good bit of it is a copping mechanism and while he appreciates the fame he'll gain thanks to it telling him that others appreciate him, he absolutely hides from the cameras, interviews and so on.