Cherreads

Chapter 264 - 1

Chapter 1: Other Dimensions: Part I

When someone thinks of what it must be like being a superhero they usually think of the following: danger, adventure, action, excitement, peril, etc. At the moment though, sixteen-year-old Ben Tennyson wasn't experiencing any of that. What he was experiencing was a distinct feeling of boredom. In fact, the most dangerous thing to his health at the given moment was the smoothie he was drinking.

At his favorite Mr. Smoothie, wearing his signature green jacket with two white stripes around the right bicep, a number 10 on the left side over top a white stripe that went down the length of the jacket, black undershirt, blue jeans, and black and white sneakers, Ben was currently wishing that something even slightly more dangerous than a brain freeze would come his way.

The main reason for his boredom was because of the recent lack of crime or excitement that had to do with the galaxy's current state. About eight months ago, the crime rate had plunged to an all-time low, not just on Earth but all throughout the Milky Way Galaxy (excluding the Anur System). The Plumbers, an intergalactic law enforcement organization that made use of many high-tech gadgets and weapons to protect inhabited planets from various alien threats and attacks, had received new, more powerful weapons/equipment, courtesy of a collaborative effort between the Galvan and Cerebrocrustaceans.

Along with new weapons, the Plumbers had also received new armor; essentially, gaining a total overhaul to help them deal with threats that only Ben and his team could previously deal with before. It looked as though the Galvan were finally starting to open up from their secretive ways in regards to technology and innovation, moreover, it also looked like relationships between them and the Cerebrocrustaceans were improving when they worked together. While there were some protests on Galvan about giving away their technology and even more about working with their long-time intellectual rivals, the general consensus was that the universe needed to move forward. So the scientists and military officials of the Galvan and Cerebrocrustaceans agreed they were the ones best suited to help take the first step. Besides, it wasn't like the former could call upon the bearer of the Omnitrix every time something bad happened, and the latter was in debt to him for dealing with the matter of one particular, problematic member of their kind.

So to sum it up, the joint effort was finally putting to rest the bad blood between the two species and their ancient rivalry as to who was the smartest species in the galaxy.

Ben smart and mature enough to know that peace was a good thing; that there wasn't anything wrong with taking a moment to rest with crime down and taking a moment to just enjoy life. That didn't mean he didn't miss the action though. Turning into aliens everyday and fighting some criminal, giant monster, or alien bent on intergalactic conquest was something he missed. He didn't become a hero for fame or stuff, though at a time, he welcomed it (and he still kinda does), but he knew that wasn't what heroes do. For him, helping people was reward enough.

Following the fiasco with Dagon, Sir George, and the war between the Forever Knights and Esoterica, Diagon's personal army/slaves, Azmuth had given Ben a brand new Omnitrix; the official version, more powerful than the prototype that he received by accident when he was ten years old. Unlike its predecessors, the prototype and the Ultimatrix, this Omnitrix was now square like an Apple Watch and had a white & green color scheme. The faceplate was black with two green stripes forming an outline for the hourglass of the intergalactic peace symbol, which also happened to be the logo for the Plumbers.

The wielder of the new Omnitrix glanced down at the most powerful device in the universe, remembering the moment when Azmuth had given it to him after he had returning Ascalon to him.

*Flashback*

Ben smiled as he looked around the room to see his best friend Kevin, his cousin Gwen, and his girlfriend Julie with Ship still hanging from her shoulders, all give him an approving smile. They all knew that Ben would never try to force his will upon anyone; it wasn't him. The hero then frowned as he looked down at Ascalon still in his right hand.

"Now all I have to do is to figure out what to do with this," said Ben holding up the sword Azmuth created hundreds of years ago. The power was just far too tempting and easy to abuse. Before anyone could make any suggestions, a hum filled the air. The group looked down at the ground a few feet away to see a white glow seemingly appear from nowhere.

The light flashed for a second becoming brighter before fading, revealing Azmuth materializing before them.

"I suggest you return it to its creator," stated the Galvan, looking up at Ben.

"Azmuth!" said Ben in surprise, walking towards the First Thinker. Carefully, the teen took Ascalon's blade in his hands and pointed the handle down to Azmuth so it was in his reach.

The Galvan touched the pommel and the sword was suddenly turned into green energy. The energy then weaved away from Ben and into the night sky, flying further away before vanishing in a distant flash.

"You were right," said Ben as he watched the sword disappear into the starry cosmos, "That's too much power for any-"

The teen stopped when he saw Azmuth holding out his right hand expectantly to Ben, "What?"

"The Ultimatrix," requested the creator of the Omnitrix bluntly, "Give it to me."

Suffice to say, Ben was surprised and confused did as was asked. He pushed up his left sleeve and held out his left arm. The Ultimatrix suddenly began sparking as green electricity danced across the device before it fell off of Ben's arm. The teen looked down at the ground where it landed and watched as it was engulfed in green energy, similarly to Ascalon, and vanished without a trace.

"But Azmuth," began Ben, looking at the mentioned alien with confusion, "I thought I proved I was worthy?"

"As usual, you don't understand," explained the creator, stroking the tendrils on his face like they were a beard, "You have proved your worth, but this inferior copy of my Omnitrix isn't worthy of you."

Ben furrowed his eyebrows, still not fully understanding, "I don't-"

"Of for the love of-," exclaimed Azmuth, throwing his hands up in exasperation before narrowing his eyes and gesturing to Ben's left arm, "Look at your wrist!"

Initially surprised by the outburst, Ben pulled back his jacket sleeve to reveal a brand new Omnitrix on his wrist. A green glow was fading away as it finished being transported from Galvan Prime.

"An Omnitrix?" he breathed in surprise, recalling Azmuth once mentioning he was creating a new Omnitrix.

"The Omnitrix," corrected the Galvan, "An improved version I've been working on ever since you were given the prototype six years ago. And, despite my reluctance, I've included the Evolutionary Function that my troublesome former assistant created. Considering your ability to get into trouble, you may need it in your future endeavors."

"I don't know how to thank you," Ben said, still surprised and excited over receiving a new Omnitrix.

"Keep doing the right thing," Azmuth smiled proudly.

"I don't suppose you'd consider giving me the Master Control?" Ben wondered, cocking a brow in anticipation.

Azmuth placed his hands behind his back and smirked, "Perhaps for your eighteenth birthday." Having said that, Azmuth left the same way he arrived, in a flash of white light.

Gwen, Kevin, Julie, and Ship regrouped with Ben, the former three with smiles plastered on their faces. Ben looked around at his friends, glanced down at his new Omnitrix, and then looked off in the distance with a confident smile.

*Flashback end*

Since then, Ben had unlocked several new aliens with the new Omnitrix, but he saw little need for them when there wasn't anything to actually do.

"Ugh... I know I'm going to regret saying this, but...," muttered Ben to himself as he swished his smoothie around, "Couldn't somebody, I don't know, rob a store? Stick up a bank? Heck, I'd even take a jaywalker."

Leaning forward, he rested his elbow on the table edge, taking another sip of his smoothie. After having enough he paused for a moment as if hoping something would happen. He even went as far as to look around the immediate area for something, anything, bad to happen in Bellwood. The hero let out an annoyed sigh when he found nothing wrong.

"Boy, it sure is quiet today," Ben suddenly said aloud in a fake happy tone, getting an idea and decided to try it out, "Sun in the sky, birds chirping, all-around perfect. It would be a shame if someone ruined it!"

Another quick look around the area showed that the day had continued to remain peaceful.

"Come on, the universe," whined Ben. "Throw me a bone here! The one time I want something to go down, you got nothin'?"

He then sighed and slouched in his chair, "Guess things really have changed."

Suddenly, the Omnitrix began beeping, grabbing the hero's attention. He immediately sat up and locked his focus onto the device. He tapped the faceplate of the Omnitrix. The only time it went off was when something was going down.

"Ben!" addressed his caller, who Ben instantly recognized as his cousin Gwen.

"Gwen, what's the problem?" Ben asked his cousin, standing up from his seat and preparing to leave.

"The Plumbers have detected a ship entering the solar system and it's heading for Earth," stated Gwen, gaining Ben's undivided attention.

"Ships are always coming and going from Earth," Ben said nonchalantly, although he had a gut feeling about who it was that the ship belonged to, "I don't see the problem."

"Ben," started Gwen, pausing for a moment, as if wishing she didn't have to say what was coming out of her mouth, "It's Vilgax's ship."

Immediately, Ben's expression changed, hardening as a glare formed.

"How long until he arrives?" he demanded, his tone sharper. It was then he heard Kevin's voice.

"Already here, Tennyson," spoke up the former Osmosian sociopath. "Plumbers gave us the okay to intercept him where he lands."

It was then Ben heard the roar of a familiar engine. Looking up at the sky, he spotted a green jet plane coming in. Ben narrowed his eyes as he watched the jet grow closer and closer.

"Don't bother slowing down. I'll head up to you," Ben said before he shut off the link. Tapping the faceplate of the Omnitrix, a green, holographic ring appeared with several alien head icons on it. Scrolling through the selection of the active playlist, he found the icon he needed and tapped the faceplate again to select it. This caused the holographic ring to disappear and the faceplate to slide back, allowing the core to come out.

Ben then slammed the core down and a massive emerald flash covered over the hero. When the light faded, Ben was a humanoid alien with red skin, one black, lightning bolt-like stripes coming down from either shoulder and converging at the Omnitrix dial on his chest. It had yellow lips, which connected to yellow horns above his eyes that somewhat resemble large eyebrows pointed upwards. It looked vaguely similar to a manta ray.

The alien then spread his arms, revealing yellow patagia underneath them.

"JETRAY!" shouted the alien as he then crouched low and took off into the air, flying right for the green jet. The underside of the ship revealed a sort of airlock that opened up and allowed Jetray to fly inside. With their final member on board, the Rust Bucket III's engine's roar as it shot into the sky, heading right for one of Ben's oldest and most dangerous villains.

Rust Bucket III

If there was one word to describe the atmosphere of the Rust Bucket, it would be tense.

Upon entering the rebuilt plumber ship, courtesy of Kevin's skill as a mechanic, Ben had returned to human and took his place in the co-pilot chair to Kevin's left. From that moment on, the wielder of the Omnitrix hadn't said a word as the Rust Bucket's afterburners roared and propelled the ship to supersonic speeds. His focus forward with a grim expression on his face.

"Ben?" Gwen spoke up, getting her cousin's attention, "You okay?"

"I'm fine," he replied curtly.

"Could have fooled me," interjected Kevin from the pilot's chair, "You've been glaring at the window for the past ten minutes."

"Kevin, not helping," admonished Gwen, shooting her boyfriend a sharp glare, earning only a shrug.

"No, Kevin's right," sighed Ben, surprising both of his friends.

"He is/I am?" Kevin and Gwen said at the same time.

"Going into a fight mad won't help me, even after what happened," he elaborated, his expression turning a little dark towards the end of the sentence. Gwen and Kevin glanced at each other for a moment, both knowing exactly what Ben was talking about. Before either of them could say anything else, the Rust Bucket's sensors started going off.

"We've got incoming!" shouted Kevin as he yanked the controls to the right to avoid a barrage of lasers. Gwen and Ben grabbed ahold of anything they could to avoid getting thrown by the sudden turn.

"From where?" asked Gwen, readjusting herself in her chair. Ben pulled himself back into his own chair and leaned forward, his eyes narrowing when he saw what was responsible.

"I've got a pretty good idea," he stated as an orange glow swept over the Rust Bucket III. Sure enough, the thing responsible for shooting at them was indeed Vilgax's ship, the Chimerian Hammer. The massive vessel was hovering over what looked like a lab of some kind. Several ports on the ship opened up to reveal several batteries which then fired at the Plumber craft.

Kevin gritted his teeth as he yanked hard on the controls once more, twisting the Rust Bucket III around to avoid the shots fired at them.

"Seems like Squidface got his ride an upgrade," noted the former criminal as he pressed a few buttons on the console in front of him.

"It's more than that," interjected Gwen, typing at her own screen, "I've run a scan of the building and picked up a weird energy signature."

"Define weird?" asked Ben as he held onto his chair.

"Weird as in something in the building is fluctuating across the entire energy spectrum," replied the redhead.

"Forget about Vilgax's ship, get us as close to the building as you can," ordered Ben.

"We're still getting shot at," reminded Kevin as he jerked the controls once more to avoid the laser fire.

"Whatever is in that building, I'm guessing Vilgax wants," elaborated the bearer of the Omnitrix, "I'm willing to bet that he won't destroy the place and whatever is inside it for nothing."

Kevin glanced at Gwen for a moment, seeing if she agreed with this plan. He let out a groan as she nodded that the plan did have some logic. Pressing a few buttons, he set the Rust Bucket to autopilot and to circle the area just outside of Vilgax's firing range. With the coordinates set, Kevin got out of his chair, as did Ben and Gwen and all three headed to the hatch where Ben entered. Suddenly, the hatch opened and all three fell through.

The bottom of the Rust Bucket released all three of its passengers before turning around. As the three were falling, Gwen threw up a pink orb around them, slowing their fall down. Upon reaching the ground, Gwen kept the barrier up as dozens of robotic drones Vilgax would use opened fired at them. Red energy bolts pelted Gwen's mana shield.

"Haven't seen these guys in a while," noted Gwen as the drones kept firing.

"Guess Vilgax must be running out of hired help," suggested Kevin as he crouched down and absorbed the asphalt parking lot, creating an armor.

"Just means we know how to beat him faster," stated Ben as he activated the Omnitrix once more, after scrolling through the selections, he found the alien he wanted. Selecting the alien, the core popped out and he slammed it down.

In a green flash, Ben was replaced by a humanoid being that appeared to be made of pale green crystals. Four large shards jutted out of his back and a pointed head with a large chin. This form was wearing a black and green shirt with no sleeves, revealing his crystal arms. A large green stripe down the center of his chest towards a green and white belt that had the Omnitrix in the center like a buckle. He also wore black pants and black boots with green soles.

"DIAMONDHEAD!" shouted the transformed hero in a deeper voice. He then turned to both Gwen and Kevin, the crystals making up his body cracking as he did so, "Let's do this."

Both heroes nodded before the redhead dropped the shield. Once the shield was down, all three charged. Diamondhead held out both hands in front of him as he charged, firing dozens of crystal shards. The shards easily pierced the forward drones, blowing up as a result of being pierced. The Petrosapien then rolled to the side to avoid a more powerful blast from a larger drone. Narrowing his green eyes, Diamondhead morphed a long blade from his wrist and charged right at the drone. He leaped at the machine, and let out a shout as he sliced the drone in half.

Meanwhile, Gwen was firing orbs of Mana at several other drones, the orbs exploding on impact. The redhead then created a barrier to block a drone from punching her before retaliating by grabbing the machine in a tendril of Mana. She grunted while swinging it around and hurled it into a group of drones, destroying them in a large explosion.

As for Kevin, the Osmosian morphed his hands in spiked balls and let out a battle cry as he smashed a drone's head before spinning around to kick another drone in the face. He rolled across the ground to avoid laser fire before charging at the three drones. Morphing both his arms into blades, he ducked and rolled under the laser fire, getting in close to slice the drones in half. The Osmosian slid passed the drones as sparks shot out from their sides for a few seconds before they collapsed and exploded.

The three heroes tore through the remaining drones, while evading some shots fired from Vilgax's ship, making their way towards the building. After reducing one last drone to scrap, Ben, Gwen, and Kevin quickly got inside the building and sure enough, the ship stopped firing the second they were in.

"Huh, what do you know?" commented Kevin, amazed that Ben was right about something like this, "Looks like you were right, Tennyson."

"You don't have to sound so surprised you know," frowned Diamondhead, tapping the Omnitrix on his chest, returning to normal.

"Come on," ushered Ben turning away from the entrance and headed further into the building. Kevin and Gwen glanced at each other for a second before following the Omnitrix bearer. As they were walking deeper into the structure, Gwen stopped for a second when she heard a groan. Looking around the hallway, for a second.

"Guys," spoke up the redhead, getting her cousin's and boyfriend's attention.

"Yeah?" asked Kevin.

"I think someone is still here," she informed them. The Osmosian and Hero looked at each other almost instantly. If someone was still here, they had to get whoever it was out of here as soon as possible.

"Can you sense him?" asked Ben.

Gwen closed her eyes and held out her right hand. Her hand started glowing pink with mana as she searched the area. After a few seconds, the redhead turned towards a door in the hallway they were currently in. Walking towards it, she grabbed the handle and opened the door. Once she did, Gwen let out a surprised gasp when she saw who it was she sensed.

The room was an office of some kind, papers scattered everywhere, desk destroyed and chair crushed, but her attention was one the person slumped on the ground against the far wall.

"Gwen, what did you…," Ben and Kevin rushed over when they heard her gasp, the brunette speaking to his cousin but stopped when he saw what made her gasp.

It appeared to be a man, middle-aged, wearing a white lab coat, yellow dress shirt, tan pants, and black tie. He had a brown trim beard, short graying hair and black-rimmed glasses. Overall, it wasn't hard to guess that whoever this was, he was a scientist. The man let out another groan as he lifted up his head and saw Ben.

"B-Ben Tennyson?" gasped the scientist when he saw the hero. All three heroes entered the room, Gwen kneeling beside, along with Ben while Kevin remained standing just in case they had company.

"What happened?" asked Ben calmly but seriously.

"P-please, you must stop them!" begged the man as he grabbed Ben's arm, his eyes wide with desperation.

"Calm down, sir," requested Gwen as she placed a hand on his chest to force him to lean back against the wall, "Can you start by telling us who you are?"

"My name is Professor Emil Hamilton," answered the scientist, sitting up slightly, but winced in pain, grabbing his side for a second.

"What you were working on here before the attack?" asked Ben.

"W-We were attempting to create a new form of renewable energy," explained the man, clearly still shaken by what happened, "A transwarp engine."

Kevin let out an impressed whistle, "Impressive."

"It is," nodded Hamilton before turning to Ben, "I have been working with the assistance of a Galvan to improve Earth's growing energy crisis. With Fossil Fuels having a finite limit, the transwarp engine could produce enough energy to power an entire continent for a century."

"What does Vilgax want with it?" asked Ben.

"Transwarp engines are extremely powerful, using the entire energy spectrum to power pretty much anything," explained Kevin, folding his arms, "Mount one of these things on a ship and you can get to pretty much anywhere in the galaxy instantly, but you gotta pass through this thing called Transwarp Space."

"How come we don't use them?" asked Ben, cocking an eyebrow.

"Because the transwarp engine, if not correctly tuned, can end up transporting you to another time if you're lucky," explained the former sociopath.

"Oh, is that all?" remarked the hero dryly.

"I have found that the engine can be used for applications other than transportation," picked up Emil.

"So why does Vilgax want it?" asked Gwen.

"Why don't we ask him?" stated Ben as he stood up, he looked down at the Professor for a second, "Stay here, Professor."

"Wait!" stopped Hamilton, causing Ben to look back, "You must understand that the engine is not complete and is unstable. You must be cautious."

"We'll be careful," promised Gwen as she stood up with Ben and Kevin, "Stay here, don't open the door for anyone other than one of us, understand?"

"Y-yes," nodded Hamilton as he took slow breaths, "But please, even the slightest upset could result in dire consequences."

Ben, Gwen, and Kevin glanced at each other for a second before nodding to the professor.

A few minutes later, the three heroes stepped into a massive room. It could easily house the Rust Bucket III with room to spare. At the center of the room was what could be described as a giant engine block. A large circular center that was glowing a deep blue, multiple cables connected to the massive machine and led to a control console not far from the device. However, the fact that no one was present put the heroes on edge.

"No Vilgax?" noted Kevin, glancing around for the Chimera Sui Generis warlord.

"He's here," stated Gwen, her hands lighting up with pink orbs of Mana, "Just waiting for us to get closer."

"We're not just gonna walk right in, Vilgax," called out Ben, folding his arms. There was a pause for a few seconds, silence hanging in the air until heavy footsteps echoed through the entire room. Stepping out from behind the machine was Ben's arch enemy.

"Very well," replied Vilgax as he emerged. The ruler of the Chimera Sui Generis species wore red and blue armor, a belt which is attached to a raygun pocket. He was also wearing dark blue stockings with metallic squares on the front of his thighs and shins. On his right hand was the Ruby Ray of Ulo which he won during a Heroes Challenge that once belonged to the greatest hero of Ulo. On his left hand was a golden gauntlet with a golden crystal; the Shield of Ziegel which he also won in another Hero's Challenge. On his left shoulder was a golden shoulder pad with a black circle at the center and a red V over top. Hanging from his face were five tentacles, giving the appearance of a sort of beard. Sheathed across his back was a massive sword.

The warlord stepped in front of the machine, putting himself between it and the three heroes. Ben narrowed his eyes into deadly slits as he stared at his enemy.

"It has been a while, Tennyson," spoke Vilgax, his voice deep and hoarse.

"Not long enough, Vilgax," stated the bearer of the Omnitrix sharply as he activated the Omnitrix, tapping the faceplate. After quickly scrolling through his aliens, he found the one he wanted. Selecting it again, the faceplate slid back to reveal the core and Ben slammed it down. A massive flash filled the entire room and Ben turned into a twelve-foot-tall, humanoid dinosaur with brown, reptilian skin, and a tan underbelly and underarms. Its hands had no claws, nor did its feet. The Omnitrix dial was displayed on the center of its chest.

"HUMUNGOUSAUR!" roared the alien dinosaur, swinging his arms up into the air, meanwhile Kevin crouched down and absorbed the concrete floor while Gwen created orbs of mana in her hands. The three heroes adopted combat stances

"You will not impede me this time, Tennyson," stated Vilgax as he remained in a calm position.

"Yeah?" questioned Humungousaur, narrowing his eyes, "How's that?"

"Because he is not alone," called out a very familiar voice. Ben and his friends looked to their right to see sight that still got to them even after all this time. Stepping into the light was what could be described as an exact copy of Ben, however, while he looked physically like Ben, this doppelganger had white hair, slightly paler skin, and blood-red irises. He was wearing a red version of Ben's green leather jacket and similar clothing.

"He has sought out the assistance of the greatest foes of Ben Tennyson," stated the negative version of Ben with a very superior/condescending tone.

"Albedo," said Gwen, slightly surprised.

"Great, we got Ben's evil clone here," snorted Kevin as he morphed his fists in spiked maces.

"What are you doing, Albedo?" demanded Humungousaur, "What are you doing with Vilgax?"

"Ever since your interference, Tennyson, I have been trapped in this hideous body unable to maintain more original Galvan form," shuddered Albedo, "And it is for that reason why I have joined Vilgax, to enact vengeance."

Albedo sent the trio a dark smirk as he raised his right hand and revealed a device attached to the back of his right hand. The device made Ben, Gwen, and Kevin widen their eyes in surprise.

"Another Ultimatrix?" guessed Humungousaur, "What's stopping Vilgax from stealing this one?"

"Unlike the Omnitrix, this new Ultimatrix doesn't alter DNA but rather stabilizes it," explained the former Galvan as he tapped the core, making it pop out, "Because of your interference, I could not keep my true Galvan form or any form for an extended period of time. But with this-."

Albedo then pushed the core down and in a red flash, he transformed into a darker version of Humungousaur, but with some alterations. Instead, this version of the alien had dark red eyes, darker skin, a creamy-white inner side, a red and black sash went over his chest to his left shoulder and wore some black briefs with a white belt.

"That problem no longer plagues me," stated the evil Humungousaur, he then reached up to the dial on his chest, "In fact, my position has never been better."

The Vauxsaurian tapped the Ultimatrix, the dial turning slightly to the left while four large clamps flipped out, what followed was red energy sweeping across his entire body. The evil Humngousaur suddenly began growing larger, his skin turning a grayish tan while yellowish-brown spikes sprouted out of his skin. On his limbs, there are exposed metallic tubes, even some metallic "veins" can also be seen on his skin. A large shell grew on the alien's back with a single row of spikes running down the center. A pair of shoulder pads grew on top of his shoulders, also with spikes while some holes appeared on his chest. The tip of his tail grew into a large mace covered with spikes.

A sort of silver helmet grew on top of Humungousaur's head, with three spikes on the top, and two on the bottom and resembles a Styracosaurus more than an Ankylosaurus. The front of his helmet has a dark blue mask, which has a rhino-like horn on top of the nostrils and there are two smaller horns that run down the silver part of his helmet. Tusk-like structures grew on his mask that point down, while also having a pair of tiny horns above his eye sockets. His eyes are outlined in black and are indented further into his head, being surrounded by pale red skin. His mouth consists of the beak on his mask and a more pronounced lower jaw, with has a large yellow fang on each end and four small skin-colored teeth in between. There are now three gill-like structures on each side of the silver part of his helmet.

"So you got another cheap rip off of Amzuth's work?" snorted Humngousaur, "I've heard this joke before. It wasn't funny then, it's not funny now. Besides, you're not the only one that can do that trick."

Humungousaur reached up and tapped the faceplate of the Omnitrix. From the faceplate, four bands flipped out and a green wave swept across his entire body. He has camo green skin and his helmet has three silver spikes running down the top, and two downward-pointing black horns on the sides. His back armor has long spikes running down each side, his plated chest and torso are dark blue with five spikes on each end and his tail has a blue mace on the end of it, with silver knuckles have silver barrels on them and has black claws.

"ULTIMATE HUMUNGOUSAUR!" roared the evolved Vauxsaurian.

"I see that arrogant fraud, Azmuth, left you with my Evolutionary Function," stated Albedo bitterly.

"Figured it would come in handy," stated Ultimate Humungousaur, "But from our history, I don't think I would need it to deal with you two, in the end, you'll lose. Only thing that's changed is your plans."

Suddenly, a dark chuckle echoed through the entire room, a chuckle that made Ben's blood stop and a shocked expression cross his face. Even Gwen had a somewhat haunted expression, that laugh sending a chill down her spine. Seeing his hated enemy's reaction caused Vilgax to smirk darkly.

"I disagree, boy," stated Vilgax darkly, "Things are much more different than you realize."

"I do believe you humans have a saying: 'The more things change...,'" began Negative Ultimate Humungousaur.

Suddenly, Vilgax stepped aside to reveal a third member with them. The figure stepped forward, and when he did, Ultimate Humungousaur's eyes widened even further. Standing before the heroes was a Galvanic Mechamorph, one of Upgrade's species, but this was very much different from the typical green and black techno-organic alien. This Mechamorph stood at around eight feet tall and was much bulkier than his species, with a hunched posture and animalistic appearance. A row of spikes went down the alien's back with two spikes on each arm, while the head looked similar to a dinosaur with four fangs, two on the jaw and two above. Inside the mouth, a yellow glow emanated while red circuits covered the entire tar-black body. A single red circle served as the Mechamorph's eye.

"'...the more they stay the same,'" finished the dark Galvanic Mechamorph in a computerized voice, chuckling sinisterly.

"You!" gasped Ben in shock at seeing this particular foe.

"Greetings Ben Tennyson," replied the psychotic Mechamorph, "Why so surprised? You didn't think a mere child could get rid of me that easily, did you?"

"How are you alive?!" demanded the hero, "And what are you and Albedo doing working for Vilgax?!"

"Do not presume our role in this endeavor, Tennyson," cautioned Albedo tightening his fists, popping his knuckles, "I am no beings lackey."

"Nor am I," added Malware, "but to answer your question, a necessary evil for our greater goal: to destroy Azmuth."

"That's not gonna happen," snarled Ultimate Humungousaur, "Last time we fought, I left you as a puddle of gunk."

The hostility in his voice was not lost on Kevin as he glanced at Gwen for a second, "Someone wanna fill me in on who this guy is?"

"His name is Malware," explained Gwen, taking a quick between her cousin and the evil Mechamorph, "He was created by Azmuth when he first created the Mechamorph race. He was the last Mechamorph born in the first generation. But when he was created, his Life-Code was interrupted, corrupted: an incomplete Mechamorph. Unlike other Mechamorphs, Malware doesn't just mimic anything technological, it became a part of him, but at a pretty heavy cost."

"I'm flattered you remember me, young Gwendolyn," snorted Malware, "but flattery will not save you."

"As you no doubt are aware, the device you see is a transwarp engine," informed Vilgax gesturing to the unfinished machine, "Under normal circumstances, this device could allow one passage to any point in the galaxy, in a matter of moments."

"But you found a different use for it, haven't you?" accused Ultimate Humungousaur, narrowing his green eyes at his nemesis.

"Indeed I have, Tennyson," confirmed Vilgax, "In its unfinished state, this Transwarp engine functions quite well as a gravitational imploder, using energy from across the universe to focus on one single point. If activated, the engine will generate a field that will draw in all surrounding matter not dissimilar to a singularity."

All the heroes knew exactly what a singularity was and now the importance of the situation.

"You're talking about opening-," began Gwen but was cut off by Albedo.

"A black hole as you humans refer to such phenomenons as," smirked Albedo.

"That's not going to happen!" shouted Ultimate Humungousaur as he then charged right towards his three foes. Vilgax charged as well, letting out a battle cry as he and Tennyson pulled their fists back and launched a ground-shaking punch at the other. Their fists collided causing a small shockwave and more than prompted the others to fight as well.

Gwen took on Albedo while Kevin faced Malware. The human-antidote hybrid had formed pink spheres in her hands and was hurling them at the evil evolved Vaxasaurian. The orbs crashed against the thought hide, bursting into light but did little to actually harm Gwen's target. Growling, Albedo extended his right hand at Ben's cousin. The sound of a gun loading filled the air as Albedo's hand morphed into a cannon. Fingers retracted and the metal barrels on his knuckles moved to the front like actual gun barrels. Unlike Ben's Ultimate form, Albedo's had a fifth barrel at the center for another opening to fire.

Albedo let out another growl as the cannon started spinning and fired off a barrage of golden bone fragments, leaving streaks of smoke in the air. Gwen quickly through up a shield to block the barrage of missiles.

Kevin meanwhile charged right at Malware, the psychotic Mechamorph transformed both his hands into cannons with the sound of a computer connecting to the internet via a dial-up connection sounding as his arms transformed and fired two dense beams of red energy at the Osmosian. The Plumber easily dodged the beams, diving forward under a beam and quickly rolled to his feet. Closing the distance, Kevin morphed his hands into spiked maces. Leaping into the air, Kevin spun around and brought the right mace down on top of Malware's head, causing the Mutant Galvanic Mechamorph to growl in annoyance but couldn't do much as the teen suddenly swung the left mace up, smashing the mace under Malware's chin.

Malware took a few steps back from the strong hits but was hardly fazed. Morphing his cannons back into hands and deployed a red energy blade and charged right back at Kevin.

As for Ben and Vilgax, their fight was an all-out slugfest. The hyper-evolved Vaxasaurian, launching a short combo of punches at the Warlord, however, Vilgax was not so easily fazed and smashed his fist into each other, creating orbs of yellow energy around them. Vilgax retaliated with vengeance, adopting a boxing style of fighting and attacked Ultimate Humungousaur. The punches from the Warlord let out sharp buzzes of energy each time Ben was hit. Vilgax landed threw harsh blows to Ultimate Humungousaur's head before slugging him in the stomach.

Letting out a battle cry, Vilgax lifted the Hyper Evolved Vaxasaurian over his shoulder and tossed him several feet away. However, the hero easily rolled to his feet and shifted both hands into bio-cannons before launching a bombardment of missiles at Vilgax. His nemesis quickly raised his left arm, the Shield Ziegel activating and formed a golden barrier. The barrage of missiles collided with the shield pummeling it for a few seconds before Ben morphed the bio cannons back into his hands. Suddenly, he punched the ground and sent a directed shockwave at Vilgax.

The shockwave struck the shield and promptly broke the barrier. While Vilgax stumbles back from the strike, Ultimate Humungousaur charged right towards him. Gritting his teeth, Vilgax aimed his right hand at the charging hero and fired a red beam at him. The Ruby Ray of Ulo struck Ultimate Humungousaur but didn't slow him down at all. Closing the distance between them, the hero grabbed the warlord's right hand and forced Vilgax's aim off, the ray still going off. The Ruby Ray swept through the air until it sliced through the controls to the engine, causing them to explode.

Suddenly, the sound of alarms started blaring through the room while red flashing lights blinked rapidly. Gwen sent a huge orb of mana at Albedo, the attack exploding and knocking the evil doppelgänger back several feet. Hearing the alarms and seeing the red lights flashing, Ben's cousin directed her attention to the engine to see that the device was charging up if the mechanical hum and sparks of energy were any indication.

"Guys! We've got a problem!" She shouted while rushing to the controls to see if anything could be salvaged, "The engine's charging up!"

Kevin smashes both his spiked maces right into Malware's eye, knocking him completely into his back, "Any idea on how to stop it?"

Before Gwen could answer, several bolts of electricity arced from the center of the device and to the ceiling. Above them all, a dark yellow vortex formed, the center and dark circle while yellow energy surged inward. A sudden gust of wind whipped up and headed towards the portal. Anything not tied down was pulled towards the event horizon.

Gwen threw up a dome of mana around her and Kevin to protect themselves from the pull, but it was clear that it was taking its toll on the redhead as the suction of the portal was getting stronger.

Malware, being the closest, dug his claws into the ground in hopes of anchoring himself down, but it wasn't long until the ground began to give.

"No… No! No! NO!" Cursed Malware before the ground gave out and he hurtled towards the portal, "NOOOOO!"

The Mutant Galvanic Mechamorph roared as he vanished into the portal with a yellow flash.

Albedo was the next closest, gritting his teeth as he tried stomping away from the portal, his footsteps leaving holes in the ground as he trudged forward.

"I will not allow myself to be bested yet again, Tennyson!" roared Albedo as he headed towards Ultimate Humungousaur and Vilgax, both of whom were keeping their distance. It was then a section of the wall behind the two began to wobble and groan before a metallic shear ripped through the air as the wall came loose. Albedo's eyes widened as the wall smashed right into him and knocked the evil Vaxasaurian off his feet.

"TENNYSON!" bellowed the villain as he also vanished into the portal.

Ultimate Humungousaur grimaced as he watched his foes vanish into the portal but turned his attention to Vilgax, "And then there was one, Vilgax."

"Do not presume me at your mercy, Tennyson," growled Vilgax over the howl of the wind and the blast of the portal, "Albedo and Malware were nothing more than pawns for me to dispose of once I accomplished my goal."

"Yeah, I remember you don't make deals," recalled Ultimate Humungousaur when the prototype Omnitrix entered self destruct mode when he was 10.

"Even without them, my goal can still be fulfilled," stated the Warlord as he fired another ray at Ultimate Humungousaur, shooting the ground beneath the hero, "I can be rid of you Tennyson!"

The Hyper Evolved Vaxasaurian stumbled slightly and nearly lost his footing, however, he was able to regain his ground and narrowed his eyes at Vilgax.

"Maybe in the next lifetime, Vilgax!" shouted Ben as he charged towards Vilgax and smashed his shoulder right into the Warlord's chest. A ferocious roar bellowed out from Vilgax as he was knocked completely off his feet and right into the portal. Ben watched his greatest foe vanish before his eyes in a yellow flash. The hero then raised his arms to shield his face from the swirling wind as the portal was growing more and more unstable.

"Ben!" shouted Gwen, as she and Kevin stayed where they were, "The engine's going critical!"

"We need to shut it down before it takes all of Earth with it!" added Kevin.

"I'm on it!" shouted Ultimate Humungousaur as he slowly made his way to the engine, keeping himself firmly planted to the ground with his claws as he closed in on the device.

"Ben get back, you'll get sucked in!" shouted his cousin.

"You and Kevin both know what'll happen if I don't!" countered Ben as he grabbed hold of the machine. Gritting his teeth, Ultimate Humungousaur lifted the engine into the air, the machine shrieking wildly as it was yanked from its power source.

"Ben! Get the engine into the portal, it'll cause it to fold in on itself!" instructed Kevin.

"Was planning to do that anyway!" replied Ultimate Humungousaur as he threw the engine right into the portal. However, the second the engine made contact with the portal's event horizon, a blinding white light erupted from the portal and blasted right down towards the hero. Ultimate Humungousaur crossed his arms, trying to block the beam, but whatever the beam's properties were, it passed right over the Hyper Evolved Vaxasaurian, enveloping him in a blinding white light that blinded both Kevin and Gwen while the sound of thunder boomed through the entire room.

Slowly, the light began to die down, Kevin and Gwen both slowly opened their eyes to see the state of the room. The entire area was trashed and above them, it looked like the portal had torn the roof apart as well. Debris was scattered everywhere. After a few moments, Gwen dropped the shield and she and Kevin started towards the center of the room.

"Ben?" called out Gwen, looking around for her cousin, "Ben where are you?"

"Hey Tennyson," shouted Kevin, also looking around, "Come on out."

Thinking Ben might have been knocked out by the blast, Gwen's eyes began glowing pink as she scanned the area. It was only after a few moments did the redhead let out a soft gasp as her eyes widened with shock.

"You get something?" asked Kevin looking to his girlfriend.

"No, I can't sense Ben anywhere," answered Gwen as she looked at Kevin, a terrible thought entered her mind.

"What do you mean?"

"I mean I can't sense Ben's mana anywhere," she elaborated, her expression falling, "I think, Ben's gone."

"'Gone?'" repeated Levin as he spotted a computer screen in the console still working somewhat and headed towards it, "Are we talking 'gone' gone, or 'gone someplace else'?"

Gwen let out a sigh and bowed her head, closing her eyes as she did so.

"I don't know," she answered softly.

Kevin glanced over his shoulder at Ben's cousin for a moment before turning his attention to the screen and noted what the text on the flickering device read.

'Interdimensional Gateway detected.'

Ben let out a pained groan as he felt like he had just gone ten rounds with one of the Plumbers training officers at the Plumbers Academy, and he wasn't allowed to use the Omnitrix. The last thing he remembered was a huge flash of light then nothing.

Sitting up, he held his head, wincing when he sat up too fast, "Man, I feel like everything in my body switched places then tried to put itself back together."

Taking a second to adjust and get his vision back, Ben finally open his eyes, but once he did, they widened in shock at what he saw.

His surroundings weren't at all what he would call normal, in fact, he had no idea where he was. Standing up, Ben gazed at what looked like the entire universe. Around him, masses that looked like galaxies hung around, thousands, if not millions of what he assumed were stars filled the sky.

Looking down, he saw the same thing, galaxies, and stars, making him wonder how he was even standing when there wasn't anything under his feet.

"What...?" breathed Ben as he looked around some more, taking a few steps forward. It was then he remembered what happened prior to waking up. He, Gwen, and Kevin went to put a stop to Vilgax's plan to destroy the Earth using a Transwarp Engine. The bearer of the Omnitrix then remembered Albedo had also shown up, with a new Ultimatrix, letting him transform into aliens just like he could after he screwed up Albedo's last attempt to become Galvan again. Then the hero recalled the last addition.

Malware.

A thousand questions raced through Ben's mind about that particular foe: the first among them was how was the psychotic Galvanic Mechamorph even alive?

Ben then remembered what happened next, the fight in the lab that ended up damaging the Engine. A portal was ripped open and Malware and Albedo were sucked into the event horizon. Vilgax followed next. Ben then realized that he had tried chucking the engine into the portal as Ultimate Humungousaur but ended up setting off some sort of reaction.

Running his hand through his hair he looked up above him back to the stars and galaxies once. He realized none of that mattered at the moment. In fact the only thing that mattered was:

"Where the heck am I?" he asked aloud.

"There's really no point in asking that question, Young Tennyson," said a familiar voice, causing Ben to spin around and his attention to fall on the owner. Standing about nine feet away was a man who looked to be around his early forties. He wore a white lab coat over a white shirt with a brown vest and black tie, black pants, and black shoes. He also wore goggles with green lenses around his neck. His hands were in his coat pockets while a cheerful smile graced his face, "This is not a place, therefore, there is no answer."

"Professor Paradox?!" said Ben in surprise. He hadn't seen Professor Paradox in a while. A while back he first encountered the man when he, Gwen, and Kevin went to investigate Los Soledad. Turns out that in fifties Professor Paradox worked for the US government, researching the properties of quartz crystals. He found that the quartz could be used to open a portal into space-time. Unfortunately, Paradox was sucked into the event and thrown out of the effects of time. In short, Paradox no longer ages, he doesn't need to eat or sleep either, he just exists. When he was displaced outside of time, he went insane; however, millennia later, he "got bored of that, too" and became sane. "Very sane."

He then began to learn about the universe and no has a complete understanding of the space-time continuum. This allows him to travel to any point in space and time, as well as slowing down or speeding up time as he pleases. Ever since they first met, Paradox has been an invaluable ally to Ben when it comes to saving the universe, but despite that, Ben couldn't help but feel on edge whenever Paradox was around. If the scientist appeared, it usually meant there was some kind of large scale crisis that required Ben to stop.

"Hello, Young Master Tennyson," greeted the scientist as he approached the sixteen-year-old hero and extended his hand to him, "It has been some time, well for you anyway."

"Yeah, it has," replied Ben as he grasped Paradox's hand and shook it.

"Seems that you've got yourself in quite the dilemma," noted the time-traveling hero.

"I know," agreed the bearer of the Omnitrix, but after a second, he realized something, "Are you here to take me back to my world?"

Professor Paradox's smile fell slightly, "I'm afraid not, young Ben. In fact, your work has only just begun."

Ben frowned slightly, "That doesn't really answer my question, Professor, or why you can't take me back or what I need to do first, or what happened to Vilgax and the others."

"No, I don't suppose it does," agreed the time traveler, cupping his chin for a moment stepping away from Ben for a moment, "But before I start answering questions, it would be beneficial if I give you a rundown of Quantum mechanics," Paradox turned back to Ben, took out his pocket watch and clicked it open, the edges of which started glowing bright blue, "And string theory."

Suddenly, dozens of little holograms were projected out of the watch and floated into the air. Ben looked around in surprise and some awe as the holograms took the form of Earth.

"As you already know thanks to your encounter with Rex Salazar, there are many dimensions, many universes, many Earths, and thus; many Ben Tennysons across those dimensions," explained Paradox, "Dimensions that are not always in sync in time."

"Like the alternate versions of me enslaved by Eon when he attacked," recalled Ben when his evil future self attacked and tried to use the Hand of Armageddon.

"Quite right," nodded the professor as the Earth's flew away a short distance and a holographic tree suddenly sprouted between them, "Think of time and space as this tree."

Paradox then pointed towards the base of the tree where an orb appeared inside the tree, "Down here is when you were ten years old," he then gestured to a part of the trunk where another orb lit up, "Here is where you were previously in your time," he then gestured to the top of the trunk where the crown started, "Up here is when you are thirty years old. The trunk is the main timeline."

"Then what are the branches for?" asked Ben, noticing a few branches sprouting out from the trunk.

"Those represent alternate timelines," answered Paradox, "where reality literally branches off and becomes a different timeline. Each containing its own Ben Tennyson. It should also be worth mentioning that the events you just experienced closely mirror another chain of events in another universe with its own Ben Tennyson who was transported to an alternate dimension."

"But what does that have to do with me or where I am?" asked Ben.

"To put it simply, where we are is akin to a leaf that has fallen from the tree," explained Paradox.

"Alright, but what about Vilgax, Albedo, and Malware?" Ben said that last name with no short order of distaste.

"The experiment conducted by Emil Hamilton has somehow thrown those three into a completely different universe where you do not exist," answered Paradox.

"Is that all?" shrugged Ben, "I should be able to handle them."

However, Paradox approached Ben and placed a hand on his shoulder, with a confident smile, "I'm certain of it Ben, but you know this isn't the first time this has happened."

"What do you mean?" asked the hero, confused.

"I mean, this isn't the first time a version of you has ended up in an alternate universe," explained Paradox, however, his tone then turned grim, "or has lost something precious."

Ben frowned slightly, not liking what Paradox was referring to.

"I can handle Vilgax and the others, I've done it before," stated the brunette.

"You have, but not normally alone," countered the professor, "you see, the alternate Ben's that have traveled to other worlds all gained something while they were there."

"What was that?" asked Ben.

Paradox smiled and held up his watch in front of them and suddenly a portal appeared, creating a window in what Ben assumed was an alternate timeline.

"They made friends," answered Paradox as one by one, the images became clear.

In one window, Ben recognized himself sitting at a table with several other people. Two girls and two guys, and what looked like a... blue cat with wings? One of the girls looked to be about BenBen's age, with shoulder-length, blond hair, tied in a ponytail to the right side of her head with a blue ribbon. She wore a white, sleeveless shirt with blue highlights, and a blue cross down the center of it, intersecting at her chest. She also wore a blue skirt and had a brown belt around her waist, which had a black whip and key ring on it. The keyring had eight keys on it, four of them being gold, and the other four being silver.

One of the guys them was a young man with spiky, pink hair. He wore a blackish vest with a gold trim, which was both open and sleeveless, revealing well-muscled arms and chest. He also wore white, knee-length pants that seemed to be tightened to his legs by black cloths. He also had a scarf around his neck that bore a scale-like pattern.

He was arguing with the other male member at the table, likely not much older than the one with pink hair, with spiky, onyx hair. He wore black pants and a long, white coat with blue trim. Both seemed to get pretty intense until the other girl slammed her hand on the table.

The first thing he noticed about her was the color of her hair, which was a bright scarlet color. The next thing that stood out to him is that she was almost completely covered in armor. She wore a breastplate over her torso with a golden, asymmetrical cross that intersected over top. Her shoulders had three-layered shoulder plates, and she wore greaves on her forearms that ended in a wing-like structure at her elbows. She also wore a blue skirt, which was covered slightly by plates of armor attached to brown, leather straps that are connected to her equally brown belt. In addition, she also wore black, knee-length boots.

While the two guys jumped and appeared to cower, Ben saw that his alternate version didn't look worried at all and instead smirked and shook his head.

"Close allies, Ben," explained Paradox, "People you can depend on and trust like family."

"So when I go to this world, I need to make allies, people to help me fight Vilgax and the others?" guessed the bearer of the Omnitrix.

"Indeed, Benjamin," nodded the time traveler, "Now, before you go, there is one thing you should know about this world."

"What's that?"

"In this world, humanity has developed abilities they refer to as a Quirk," explained Paradox, "What this is, is a special, superhuman ability an individual can possess. Quirks are generally unique to their users and are classified into multiple categories. The user is also given one single ability of that said Quirk, rather than many abilities. Thus, the idea of heroes has been commercialized."

Paradox then opened his watch and took a short glance at it, "I am sending you sometime before Vilgax and the others arrive, to grant you a window to prepare. Keep in mind, Malware, Albedo, and Vilgax will not all arrive at the same moment in time, so be on high alert for any of them."

"Wait," asked Ben, "how do I know who to trust?"

"That's up to you, Ben," stated the professor, "but if there is one thing I have no doubt about this, is that while you are there, you will become one of the greatest heroes that world has ever seen."

"Huh?"

"Just be yourself, Young Master Tennyson. Be yourself and be the hero I know you are," stated Paradox, smirking as he clicked his watch once more, "No off you go."

"What about-," Ben started but was cut off when he suddenly glowed blue and vanished from sight. Paradox then turned back to the window, seeing it had changed.

Now, the alternate version of Ben was wearing black dress shoes, black slacks, a dark green button-up shirt, and a black dress jacket. He was sitting under a starry night on a mountainside, sharing a passionate kiss with the redhead from before who was wearing a black long sleeve shirt, an orange-and-red plaid skirt, black stockings, and dark brown dress shoes. Her scarlet hair was tied up in a ponytail with an orange-and-red plaid ribbon, and a couple of long bangs hung freely from her temples.

"Out of all the worlds and timelines that Ben Tennyson has landed in; the Avengers, Justice League, even the world of Remnant," sighed Paradox as he watched the two share their moment for a few more seconds before breaking the kiss to just lean their heads against each other, "This one still remains one of my favorites."

The time traveler then clicked his watch and the window vanished and so did he.

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