This chapter has been re-edited as of January, 2019!

What's up, everyone! My name is Emiyn. I've come and decided to take the reins with touching up and re-editing The Null Fairy. I was really enjoying writing this crossover I finally made the decision to do so, with reading the popular ones that came on Fanfiction before me. Ultimate10's "Ultimate Fairy", Stone-Man85's "Fairy Tail: Omniverse Invasion", and so on were the key points on inspiration for the creation of this story!

I know that the beginning of this story was a little wonky, and I admit that I was a little fussy with some of the critical (but still helpful and good, mind you) reviews and PM's. Those people helped to establish points that would bring this story out. Clearing out plot holes, establishing a clear writing method, and so on. I'm still quite thankful for all of their help, and the continued support for those still ongoing with this!

Anyways, onto what I'll actually be doing with the actual editing. The listing will be as followed! Take a look:

1.) Obviously, the first will be to correct the spelling, grammar, and otherwise bad writing that has accumulated over the case of this story's length. While the original ideas will stay (as such with my reaaally bad attempt at an original Arc, I was having a phase after watching all of those anime for the Arc's inspiration…), I'll be editing them to make it a bit easier to read. Character names, as well as other mistakes made by either the wrong kind of subtitles or mistranslated dialogue between the English Sub and English Dub, the like. Think of the dialogue between the characters as sort of like Persona 5's. They still refer to Japanese honorifics but they have their own tone.

2.) Adding to the word count for the chapters. When I was first starting out The Null Fairy, I had this self-emplaced rule that was like, "I should include these many words per chapter at least, not counting the introduction, review reading and interactions, and Author's Notes". Now, bear in mind, I never expected this story to grow to be one of the top contenders in this crossover category, so I kind of placed my standards at a low point. Five… No, four thousand words was what I was planning to go by per chapter for the actual story telling. Quite shameful, looking at my pass self. So, I'll be adding a bit more to fill to my new standard; around 10 thousand words or around there, and not including the previously mentioned.

3.) Adding more originality to some of the fights and other story action. When I was reading Ultimate Fairy, the main idea I had in mind when making my own was something that many of my PM'ers and reviews mentioned; it was basically like Ben just being inserted into the Fairy Tail Universe. And… That's what I wanted to do, and still want to an extent. I know that some stories, like Omniverse Invasion and Dark Mage Wyvern Lord's "Ben 10: Guild Mage" are primarily focused on introducing some elements from the Ben 10 Universe and original writing, and even some OC aliens, but I wanted my stories to focus more on the Ben I developed interacting with the crossover Universe that I've placed him into. That means that you'll probably be reading off some canon material, but I want to try making some original Arcs, or some things to differentiate from Fairy Tail's canon itself, but without being too out of place. I suppose I can't really explain it in words…

4.) Inserting material that I missed, and correcting misplaced chapters and combined story Arcs. As most of you know, Fairy Tail is one of the most popular forms of media, in both anime and manga form. Inevitably, the show has quite the diverse amount of filler and side content, the OVAs and Movies being one such category. I've placed some of said material into this story's line up, but I have noticed that I missed some of that stuff, so one of my goals in tandem with my other objectives is to insert those individual parts in, and try to separate some chapters that have combined stories from filler episodes from the anime. It's because that I mainly take my material for The Null Fairy from the anime that I might mistake some parts. An additional apology in regard for that!

Ah… That was quite the mouthful! But, with all the points that I wanted to point out are said and done, please enjoy this retouched chapter! The later chapters will be updated as time goes by, so please take some time to read them when they are complete!

And so… To the actual story! But we can't go off without my trademark intro…

I do not own anything related to the subject of Ben 10 nor Fairy Tail. Please support the official releases, and happy reading to you all! Ben 10 belongs to Man of Action, and Fairy Tail belongs to Mashima Hiro!

Chapter 1: Into the Null Void


An interesting word to say the least. Most people associate the word with typical ideas like "aliens", "stars", "galaxies", or even the very Universe itself. Life beyond the seemingly single planet capable of life in the Milky Way Galaxy in one of many solar systems, which was named Earth.

Many of Earth's denizens had the idea that Earth wasn't the only planet capable of nurturing life on its round surface, but alas, many didn't believe there were ways of traveling outside from their solar system's borders. Either the lack of fuel needed to travel out to such distances, or lack of proper technology that would be needed to sustain such space travel and longevity off their primal world.

That was the case of one such young mind, a 10-year-old boy named Ben Tennyson.

Now Ben was what you could call a normal kid: He had a mother and a father, a pet dog, and went to school like any other boy his age. And like many others, he too was curious about what was beyond the borders of his planet, even if he had the mind of a brat. That is… Until a faithful summer vacation at the end of fifth grade that changed everything. Literally.

It was on the very first night specifically. Going off on a country tour with his grandfather Max and his paternal cousin Gwen seemed to be a typical summer activity, but discovering that life did exist beyond Earth, accidentally gaining access to alien technology and learning that his grandfather had ties to extraterrestrials, the government, and even to a line of duty beyond Earth changed his view on life.

During this spectacular summer vacation, an encounter with the nemesis of his grandfather ended up with Ben fighting against dangerous foes and conflicting individuals he made during his misadventures with Gwen and Max. A particular encounter ended up with him and some said enemies being transported into an alternate dimension. This world was strange, scary, and most of all… Shocking to one's mind.

And since that incident passed, many things had changed for the young Ben Tennyson.

Let's take a look on what happened on that very day, shall we?

The scene enters into a seemingly endless void, full of bizarrely shaped floating asteroids, and a multitude of bizarre creatures to accompany the eeriness of this space.

However, while this very location was creepy to say the least, it wasn't the most important thing that was happening. The action in fact, was happening with a group of unique individuals. A battle between a four eyed winged insectoid creature and Gwen, who was wearing a space-suit that was decked out with equipment. The two appeared to have been going up against what appeared to be a humanoid creature. It possessed a combination of various extraterrestrial limbs and an odd form in general: sporting four arms, a face with four eyes, insect-like wings, a tail, and other horrendous features that they didn't dare explain out to anyone sane enough to comprehend the situation.

Alongside him was a hulking armored humanoid creature with a face resembling that of an octopus. He had tentacles dangling from the front of his face like a beard; six in the front, and two in the back, and green sacs on the sides of his head. His skin was pale-green with yellowish spots on his face. He didn't have a nose and a visible ear, and his eyes were red with no pupils. He had a mask covering his mouth, which was attached to his armored suit. It was consisted of metallic shoulder and leg pads, and metallic gloves with small fingers. He had reddish brown cylinders-like protrusions piercing his arms, and long leg and chest armor.

The green insectoid embraced the young orange haired girl with joy, but only for the reunion to be cut short at the girl's mention of a portal that would soon close. This however, made them unaware of a worm like creature, who attempted to swoop the two of them up into its massive jaw and swallow them up whole as an evening snack… Or whatever time frame it was in this void.

The insectoid quickly reacts and dodges the bite of the creature by flying up, and tries to go off in another direction a moment afterwards. The worm creature gives chase through the large asteroid it was settled on, attempting another swallow on the duo in a desperate attempt. After a moment though, they escape the range of the creature, as it seemed it was only able to stay in the domain of the asteroid it was inside of.

The two of them sighed in relief as they look back. Turning forward again, they attempt to fly off in the direction that Gwen foretold, only to be intercepted by their four-armed foe, who swept and dived towards them at an angle with blinding speed, grabbing Gwen out from the hold of the insectoid creature. After reacting in shock, the insectoid turns around to see its adversary riding on a bat-like creature with tentacles and a wide jaw. He smirks at the flying insect while holding the girl in one of his four arms, an emerald colored crystal arm at that.

"Going somewhere without your old pal Kevin?" He gave an evil grin as he said that. The insect like creature in front of him growled in response.

Gwen attempts to free herself by using a laser pistol located in her right holster, with hopes of using it to blast Kevin's face and stun him for a second or two. Not bothering to even look however, he uses one of his left arms, one that looked like flowing magma encased in red rock, and encases it around the blaster in its entirety, crushing it while squeezing Gwen's arm, causing her to shriek in pain. The insectoid looks at him in rage as he grits its teeth.

"Let her go, or I'll—" The insect like creature attempted to threaten, however, right as he was about to do something, another voice came from behind and interrupted it.

"—Or you'll what?" Turning around, the insectoid faces the squid like creature, who was also riding on the same type of creature as its acquaintance, though it had a darker skin tone, and was larger in size.

"What's it going to be, Ben?" Kevin asks again, grinning again as Gwen groaned in his clutches.

Ben turns back towards his previous foe, hovering in contemplation for a moment before flying downwards onto another asteroid. Once he landed and stopped flapping his wings, an emerald flash erupted from its body, consuming his body and revealing his true form; a brunet boy wearing a black and white shirt, military green cargo pants, and black and white sneakers with black stripes. His emerald green eyes glared up towards the two of them with a piercing gaze.

"Let her go, Kevin, Vilgax! You can have the stupid Omnitrix!" He scowled in response.

He raised his left arm up, revealing a device on his wrist. It was as big as a large wristwatch in size, sporting a black and gray color scheme. Two white lines extended from around the length of it, and in the middle of the device was a black dial with four green circles, and two green buttons. Sporting a bright emerald green was an hourglass shape circle in the middle.

Gwen gasps at hearing her cousin's proposal, looking down at him despite the pain in her arm as he revealed the alien device to Kevin and Vilgax, the latter smiling underneath his mask as he and Kevin began to draw closer.

"Ben, no! Don't listen to them!" Gwen shrieks out.

The young Omnitrix wielder strikes his arm out in an angle however, displaying the Omnitrix in its full glory. "We have a deal, don't we, Vilgax?! My cousin for this stupid watch!"

As he said that, Vilgax and Kevin then jumped off their mounts, landing a distance away from him.

It took them a few seconds to strife towards him, with Ben extending his left arm out towards the squid monster, and his right arm towards Kevin. As both of his arms were taken hold of, everything was expected to go all well as he and Gwen gave each other a reassuring smile. However, right before the two cousins could reach for their hands, Kevin sneers and throws Gwen back behind him. Ben flinches, only to get sent careening into the air by a kick to his chest a second later. He croaks as he was pushed away quite a distance while landing on his back, grunting in pain from the impact.

Lifting himself up as he rubbed his head, Ben looks up to see his foe pulling out a four-pronged device that he had on a strap. Knowing that he was going to try and pin him and nail the boy down with it with the Omnitrix in mind Ben rolled to his left side and to his knees, quickly pressing the two buttons of the Omnitrix as he got back onto his feet.

The dial popped out, revealing green circuitry on the core. He quickly begins to turn the dial quickly a few times and immediately the hourglass figure of the dial turned into a rhombus-like shape, with a black silhouette of a humanoid creature appearing in the green outline. The dial glowed a brilliant emerald green color before Ben gritted his teeth and slammed on the Omnitrix's core, blinding everyone with a flash of lime light.

In the midst of the blinding light of emerald, an arm emerged, with it having the same appearance the arm that crushed Gwen's blaster. A hard sound of impact was heard as the glowing fist landed in the gut of its recipient, with Kevin flinching and stepping back. He gasped from another sudden gutter punch as another arm came out a split second afterwards, coughing out some saliva in response. Right after that, an eruption of spearing flames blasted forth, pushing Kevin off his feet and launching him backwards with a large explosion.

The four-armed humanoid flew back a few feet, landing on his back and near Vilgax as the explosion's dust field began to clear out. He groaned in pain as he sat itself up, with one of his lower arms rubbing the impacted area of both the flames and punch. By then, the flash from the Omnitrix had dispersed and dissipated, with Vilgax and Kevin glaring at their attacker as he made himself known.

"I knew one of you would probably do something like that! It's always the same with you villains." Said the now standing figure, its voice like that of a crackling flame.

Coming out of a dust cloud revealed Ben's new form. His body was humanoid, though he had only 3 fingers, and his feet possessed only 2 front toes and 1 back toe. The entirety of his body was composed of a bright yellow inner body of flowing magma that was covered by red rocks. Ben's head was spewing out a constant flame that engulfed his rock-like face. The Omnitrix dial was proudly displayed on his chest, though now sporting a black and white color tone instead as he presented himself.

"The only thing you two will be getting is a major disappointment and beating of lifetime, courtesy of Heatblast!" The flame being narrowed his eyes towards the two of them as he brought his arms behind him. "But as for right now, there's something more important to do!"

Said flame creature grunted as he ignited another blast of fire as he aimed his arms behind his body, causing him to propel towards Vilgax and Kevin with an explosion.

Vilgax and Kevin were unable to react in time, and as he grew closer, Heatblast fired out his flames with more intensity than the previous blast that knocked Kevin back. After reaching a close distance, he stopped the flames, and reared his elbow out. He smashed his arm right into the gut of Kevin, smacking him off his feet and launching him back into the air. It was much to Vilgax's chagrin that the sudden backing of a hulking large body like Kevin's collided into him, the former slamming onto the ground as Kevin collided headfirst into him.

The two were left in a temporary daze from the impact as Heatblast landed on his feet a moment later. Realizing this was a pristine opportunity, Heatblast used this chance to turn his attention back onto Gwen, who was now regaining consciousness after being thrown back by Kevin.

"Gwen!" He shouted. Another emerald flash enveloped Heatblast as the Omnitrix dial on his chest lit up, replacing him with a familiar green insectoid creature.

He had an insect body and four insect-like flat legs with two arms, whose hands were human-style ones with a black coloration, similar to fingerless gloves, with three clawed fingers in comparison. He had four pedunculated eyes that were yellowish-orange in color, and were linked directly to the sides of his huge black head. His wings were light green colored with lines on them, and his limbs were a brown-greenish color. He wore the Omnitrix symbol on the top of his forehead, and a black and white uniform.

"Come on!" Ben quickly flew towards Gwen and swooped her up into his arms. "We're getting out of here, Stinkfly style!"

He began flying away from the asteroid with Gwen now in tow. Unfortunately for him however, as he looked back, both Kevin and Vilgax were seen recovering from Heatblast's attacks, and were beginning to get up. Vilgax in particular was quite pissed, his glaring red eyes showing signs of lividness. Now starting to run after Stinkfly, he called for his mount, with Kevin pursuing in tow as Gwen shivered in response to seeing their furious expressions.

"TENNYSON! You will not escape from me again!" Vilgax jumped, his mount catching him. Kevin followed in shortly with his own ride.

Stinkfly retorted with a snarky grin as two of his four eyes looked back at their enemies. "Tough luck, Vilgax! You won't be able to catch me in time!"

"Ben, keep going in this direction, we're almost near the portal!" Gwen yelled. Stinkfly merely nodded as he kept his full attention to flying.

Vilgax and Kevin were now in heavy pursuit. Stinkfly occasionally dodged some projectiles from Kevin, using two of his four eyes to look behind him as Kevin blasted fire from his left hand, diamond shards from his other arm, and even goo from his mouth. Contrary to his seemingly immature attitude, the foe proved to be quite the aiming specialist. The only reason that Stinkfly had any chance of dodging was due to his 360 degree sense of vision.

As the chase continued for a little while longer, it was then that Gwen started to see a shining glow of yellow in the distance. The portal was in sight, and shrinking ever so slightly by the second.

"Over there, Ben!" Gwen said while smiling.

Though as if a jinxing phenomenon was overshadowing them, several sparks of blue and orange started to erupt from the portal.

"Hey, what's going on?!" Stinkfly gasped, widening his eyes at the sight.

"Gwen!"Gwen could hear her grandfather's voice calling out to her from a headset on her ears.

"Grandpa?! What's happening?!" She asked with a worried tone.

"Good! It seems like the two of you are together!" He said with a sigh of relief, before switching back to an alarmed tone. "The Null Void Projector is reaching critical levels from my side! The portal is starting to close because of some screwed error. You and Ben have come back NOW, otherwise you'll be stuck in there forever!"

Gwen gasped, but quickly turned over to Stinkfly to relay the dire news to him. "Ben, Grandpa said that the Null Void Projector is becoming unstable! We have to get out of here, now!"

Stinkfly turned his head over to her and nodded. "Got it! Let's tip up a notch then! I'll leave Vilgax and Kevin in my stink!"

The bug-like creature snorted a bit from the pun he made, with Gwen groaning as she rolled her eyes in response. Meanwhile, Vilgax and Kevin overheard what Gwen just said. Both of their eyes widened in shock as they heard her yell. Vilgax narrowed his eyes and clenched the gills of his mount, causing it to roar in pain and speed up. Stinkfly and Gwen heard the noise and looked back, with Stinkfly clicking his teeth as he stared into the desperate eyes of the armored being.

"I won't let you, Tennyson! It's one thing to lose the Omnitrix, but being stranded in the Null Void is something I will not tolerate!" Vilgax screeched as he tried to get closer to Stinkfly.

The transformed Ben attempted to get rid of him by spewing slime from his eyes, but it did nothing to affect Vilgax as he merely swatted his attack way like it was water.

"Oh, come on! What's it going to take to take you down?!" Stinkfly groaned because of the disappointing result. "A giant shooting a laser at your or something?"

Everyone's attention returned back to the front due to a new noise though. The sparks continued to scatter from the portal, but the new noise originated from the portal itself. It was beginning to close even faster than before! Stinkfly and Gwen's eyes widened, causing the Lepidopterran to begin flying as fast as he could. Vilgax and Kevin did the same as they leashed their mounts, causing another speed boost.

The portal was beginning to close at an increasingly fast rate and by the second, causing Gwen to gain a new look of worry. Stinkfly glanced at her, gritting his teeth and he continued to fly with all his. The two were beginning to come near the portal, but the yellow vortex was almost gone at this point. The current size could only allow the capacity of a small human at best. By the time one of them reached through, it would be too small for anything to go through to the other side of the portal.

Looking back, Stinkfly eyed the location of Kevin and Vilgax, looking forward again shortly after. He then turned to Gwen, who in turn held a look of confusion as a result of Stinkfly's neutral expression.

'Better to at least have her return safe and sound…' He sighed inwardly, making his decision with a quick, but sure thought.

Stinkfly stared at Gwen for a bit, before opening his mouth to speak. "Gwen, do you trust me?"

The girl tilted her head worriedly with confusion. "Of course, but… But why though? What're going to do? Because I don't like that look you have on your face."

"I'm going to throw you into the portal." Stinkfly revealed blankly. "…Plain and simple."

Gwen held her look of confusion for a second, before realizing at what Ben was going to do. She tried to confront him, but he cut her off. "Wait, Ben… What are—"

"—There's only enough space for you! And at this rate, we're going to get caught by Vilgax and Kevin! It's the only thing I can do!" Stinkfly stated with an honest tone of confidence.

Gwen's eyes displayed a minor look of horror as she realized what her cousin was going to do. "B-But Ben, what about—"

She tried to plead to Ben's reasoning. However, in spite of all of that, Stinkfly merely gave her a warm smile as he looked at her. "It's alright, Gwen. If I can live on knowing that you're in a safe place and living a safe life, then it'll be all worth it."

Gwen began forming tears in her eyes. She didn't like his decision, but…she couldn't find anything to argue back and counter him with, not with the lack of time they had, and certainly not with Kevin and Vilgax right on their toes. The two of them were meters from the portal. Stinkfly wiped the tears from Gwen's eyes, and gave her a hug despite her already holding on to him. But even though her tears were just wiped, another stream of tears soon replaced it, with Gwen beginning to sniffle as she gritted her teeth in sadness. Ben looked forward, the portal now in range as he hovered in front of it.

"Well, this is it, Gwen… It's been a real blast hanging out with you and Grandpa… The best summer vacation a kid my age could ask for…" Stinkfly quoted with a smile.

Gwen's tears kept on flowing, but she gave her cousin a weak smile, showing that she accepted his decision. "When I return… I'll do everything in my power to help get you home the minute I have a chance!"

Stinkfly gave her a smirk while facing the portal, chuckling a little. "I have a feeling you'd say that. Now then… It's time."

Floating in front of the portal, Stinkfly and Gwen exchanged another hug. Afterwards, Stinkfly then formed a throwing stance. Gathering all of his strength, he yelled loudly as he threw Gwen. It took her all but a moment to go through the portal, with it closing mere microseconds after her foot disappeared into the vortex.

"See you later… Dweep." Stinkfly muttered to himself, only to hear roars of increasing anger behind him.

Turning his attention back to his company, Stinkfly witnessed the look of fury on Vilgax's face. Kevin's face was almost as bad his as they stopped in front of him.

"TENNYSON! YOU WILL PAY DEARLY FOR THIS, MARK MY WORDS!" Vilgax promised as he clenched his razor-sharp fingers into his steed, making it welp as it bled from where he clenched it.

"You just made the WORST mistake of your life! I'm going to make your life a living hell-hole, STARTING NOW!" Kevin also proclaimed with several twitches of anger on his face.

Stinkfly snorted in response, shrugging as he did so. "Well… I wouldn't have any other way… Come on, show me what you got, you intergalactic warlord wannabe and mutated freak!"

Both Vilgax and Kevin snarled in response to Stinkfly's taunting as they rushed forward at him.

The three of them started flying towards each other in a constantly accelerating rate, their speed rapidly increasing by the second. At the moment of impact, Stinkfly's Omnitrix dial flashed green, and he was engulfed into another flash of light.

Kevin, and Vilgax collided head first, but not into Stinkfly. Ben was now a hulking pillbug-like, yellowed-eyed broad-shouldered alien covered in natural, yellow armor plating on his back, shoulders, and the backs of his arms. He was mostly white, with black on his upper half. He had four claws on both of his hands, with the Omnitrix on his forehead.

Right before their collision, Ben began to curl up into a spherical form, with his back plates and the plates on his hands covering him. His side plates were now the plates on his shoulders, and his sphere form had semi-circular stripes across his body, with black lines around the circular plates. The shock of the impact generated a purple wave of energy, causing the Omnitrix to spark as well in reaction to the phenomenon.

The energy from both their collision, as well as the Omnitrix itself caused a vortex to appear between them as Ben retracted out from his spherical form.

Initially ignoring the black hole, the three engaged in aerial combat as Ben transformed back into Stinkfly. Vilgax attempted to swipe at Stinkfly with his claws while Kevin fired off at the bug-like alien with various projectiles. He even began to mix it up a notch by firing Stinkfly goop, and then exploding it with Heatblast flames.

As well as firing diamond bullets from his right arm while causing midair explosions, Stinkfly in return would constantly dodge while trying to spew goo at the two enemies flying around him. As their battle continued, the initially small vortex now began to expand, eventually growing in size and causing the three to acknowledge its existence, mostly with gasps and flinches of course.

The three were now starting to get sucked into it. Vilgax and Kevin merely struggled to get out of its grasp, as none of them had the necessary power to get themselves out of the vortex's range themselves, but it didn't mean they couldn't try to drag Ben along with them.

"Tennyson! We may not be able to beat you, but we will drag you along with us!" Vilgax proclaimed as his eyes glared at Stinkfly's.

Stinkfly gulped in fear for once in response to Vilgax's desperate claim. Kevin and Vilgax began a fury of attacks that had much for viciousness than their previous attacks. The distance closing in between the three minute by minute.

Eventually, it came to a point that they were going to finally get sucked in. In response to this. the two enemies of Ben Tennyson attempted a final blitz against their nemesis. They used their mounts as spring boards and jumped off them, attempting to grab Ben as they were sucked into the void.


Stinkfly gave a brief grunt, before smirking towards the two of them.

"Well, if our little session is going to end, let's end it with a blast then!" Stinkfly then was enveloped in another emerald flash, replacing him with Heatblast.

"A little heartwarming gift! Here's something from the face of the Sun!"

Crossing his arms and curling his legs and body up, he began to glow a brilliant yellow, with his bodily temperature beginning to rise at an extraordinary rate.

The surrounding environment had begun to heat up at a rapid pace, eventually reaching core temperatures as the area itself began to melt. Heatblast then drew back his arms and legs, his whole body now glowing red as his eyes widened. Thrusting his arms forward, he released all of the built-up energy in the form of a gigantic stream of red fire.

"Take a blast of HYPERNOVA heat!" He yelled.

The beam of fire collided with Kevin and Vilgax within seconds, and shortly afterwards they began screaming at the harsh impact, as well as the extreme temperature of the attack itself. The red-hot flamethrower detonated on impact, causing a massive explosion that launched the two villains into the now giant vortex behind themselves.


Vilgax's last words were heard and cut off as he was sucked into the void however, with his last uttering quickly being silenced as his entire body was absorbed into the vortex…


Kevin's message was also distorted as he was sucked into the vortex, despite his better attempts to escaping its grasp. He lasted a little longer than Vilgax, as he tried to escape its suction by flapping his unproportioned wings pitifully to try and delay the inevitable.

The fire alien watched with a satisfied expression as the vortex began to shrink. When it eventually vanished, Heatblast fell and crashed into a nearby asteroid in the Null Void, creating a small crater as he landed with a loud thump on the ground. He began to pant heavily as the Omnitrix dial began flashing red, enveloping him a red flash and reverting himself back into his human form.

He covered his face with one arm as he continued to breathe heavily, but underneath, one could see a small smile growing on his face as his eyes began to droop.

'It's finally over… But now I'm stuck in the Null Void. I wonder what's going to happen now… Am I going to be able to survive? How long will I be able to… Ah forget it, I'll think about it later. I'm…getting… Sleepy…'

Ben then went unconscious after a little while longer. Fortunately for the Omnitrix wielder, the location that he fell onto had no clear way to get onto to, so he was safe for the time being. His new challenge now however, was surviving in the Null Void as one of its new household members… But of course, something like that simply couldn't be a walk in the park.

A single tear streamed down from his closed right eye as the scene closes…

'Live a good life, Gwen…'

In an alternate space however, the same vortex that consumed Kevin and Vilgax appeared.

Compared to the Null Void, which was a swirl of creepy magenta with a choking dark coloration to it, this vast void had a red and black eerie feel to it, as if it were stuck in some kind of spasm limbo. The place was full of dark red islands, which revealed various pieces of ruined evidence of human civilization laying around in its wake. Out of the portal flew out Vilgax and Kevin, the latter who tumbled and rolled a few feet before coming to a stop.

Kevin groaned as he looked up, standing himself up as Vilgax's eyes wandering around in suspicion. The first question was obvious, but before they could even ask that question out loud however…

From behind them, footsteps were heard as another vortex was heard bringing something into this eerie world. The two turned around to see a man dressed in a black bodysuit under a black coat with dark purple accents. He wore a black helmet with a purple visor, along with silver gauntlets and boots, along with a device on his left arm.

The man huffed as he stood in front of them, looking upon their figures with a sense of annoying remembrance.

"Why hello there… Vilgax, Kevin." He greeted with an irk of a smile.

The two narrowed their eyes, with Vilgax crossing his arms.

"Who are you, vermin?" He demanded to know. The man clad in dark clothing narrows his eyes, and then clicked his tongue as he shook a finger in haughty fashion.

"Vermin? You two should be thanking me for bringing your hides out from the Null Void." He then retorted, which made the two of them growl in response.

"I demand a NAME, vermin!" Vilgax roared, not wanting his title of Intergalactic Warlord to go ashamed.

The man then crossed his arms, rolling his eyes. "…If you insist then. I am Eon, an Inter-Dimensional Time Traveler."

Kevin then walked up, ignoring the self-placed title that Eon gave himself. "Hey, you said you were the one who brought us here right? You mean that black hole was your fault? What gives?!"

Eon then cracked his neck as he looked at him with a lazily made expression. He mused annoyingly with a sarcastic chuckle. 'And to think this guy actually became Ben's best friend...'

He then sighed as he placed his arms down to explain.

"I've brought the two of you here for one thing: to create an alliance between us." He stated.

Vilgax and Kevin glanced at each other for a moment, and then looked at him in confusion.

"Why? And how were you able to create a warp-zone out of the Null Void?" Vilgax asked, suspicion and curiosity leaking from his voice.

Eon then brought out a small device, smiling as he did so. "I implemented this small Dimensional Ripper to coordinate along with my chronokinesis abilities; allowing me to slip between inter-dimensional and time-based zones."

Kevin merely tilted his head, as he really didn't have a clue to what Eon was explaining about. Vilgax however understood the techno-bumble that the man in front of them was discussing, urging him to continue on.

"Because the Null Void is an isolated location, the defensive systems installed within this domain deny outside sources like manipulators of time such as myself and require additional means to enter. Certain other time-spaces also require other means to get to them, not just through the ability of time manipulation itself." He explained, finishing his explanation to the two.

"Sooo… What? You can basically slip through spaces with that thing?" Kevin pointed to the small device in Eon's hand in a naïve matter. The simplistic question made him sigh a little, before reverting back to a neutral expression.

"Let me explain it in a laymen's terms… The only reason why Ben wasn't able to get dragged along with the two of you was because his Omnitrix interfered with my powers and weakened the pull on himself. Now, enough with the talking. I want to offer you two a deal, and I think the two of you would enjoy greatly what I have to offer." He then stated with an evil grin.

Vilgax then narrowed his eyes again. "Then bring Tennyson here! His Omnitrix is something that is rightfully mine!"

Kevin then pumped his fists, gritting his teeth while nodding so. "I also wanna get revenge on that little twerp!"

Eon then gave a sinister laugh, knowing their desires all too well. "Oh, I have a better plan than what you two have..."

"…What do you mean? What is this plan that you declare is better then?" Vilgax demanded. Despite his outward expression denying so, even he was a starting to be a little curious to what this Eon character was proposing.

Eon then pressed a few buttons on his device, causing it to project a display of Ben first obtaining the Omnitrix. A holographic display of the ten-year-old first encountering the device on the first day of the Tennyson's summer vacation was shown to both Kevin and Vilgax to look upon.

"Like I said before, I'm an Inter-Dimensional Time Traveler. I can travel through space and time, mind and matter. So, what do you do with those powers, you may ask? Of course, travel back in time to the point before Ben got the Omnitrix in the first place! You get the Omnitrix and you get revenge! I'd say it's a great deal…" He explains, grinning while spreading his arms out dramatically.

Vilgax took this impromptu plan into consideration for a moment… And when he finally made his decision, albeit not a completely convinced one, he then huffed. "Very well then. But why are you helping us; what benefit is there for you?"

The Space-Time Traveler then clenched his left fist, his expression darkening greatly as he began to answer him. "I… Require the elimination of Ben Tennyson for my own purposes. Let's just say that once he's gone, I'll be even stronger than before…"

Extending a hand out, Kevin and Vilgax looked at each other in confirmation. After exchanging a few mental gestures and nods, the three finally came to an agreement, shaking hands with one another. Eon smiled, and then raised his left palm out after fiddling with his device to summon open a purple vortex. Everything was seemingly going to go into action… But before they could exit however, a blue portal opened in front of them.

Exiting from it were two men. The first one appeared to be a middle-aged British man who had a cane and wore a steampunk outfit, with his right arm being a mechanical one apparently. The other individual who came out next to him wore a gray and white shirt with dark green pants, and appeared to a young adult. He also wore a familiar looking device on his left wrist...

Eon snarled, knowing full well who the first man in front of him was. "…Paradox!"

Vilgax's eyes widened as he gazed at Paradox's partner. Just one look at his emerald eyes made him absolutely livid, as did Kevin to a lesser extent. "Another Tennyson?!"

The parallel Ben and Paradox then walked up, with Ben smirking with a cocky look. "That's right, squid face!"

Paradox nodded. "I won't allow your plans to go on, Eon. Once again, you have no sense of learning the effects of what will happen if you change something in the space-time continuum…"

Eon then growled again, clenching his fist. "But how?!"

Paradox smirked, bringing out a small device similar to the one Eon revealed to Kevin and Vilgax. "I suppose you remember the original Dimensional Ripper that Doctor Animo attempted to use in the Null Void? I obtained a compacted version of it to allow myself and Ben 10,000 into this time-space continuum."

Ben 10,000 snorted, cracking his knuckles. "We won't allow you to change history in this timeline. And though we can stop you here, we can only redirect it back to its original flow. But that doesn't mean that we can't beat the three of you up while we're at it!"

Eon then roared out as he charged forward with a purple beam saber, not even bothering to give them a chance to retort once again as he initiated a fight between the five of them.

"TENNYSON! PARADOX!" He yelled, followed by the other two as Paradox and Ben 10,000 ran to welcome the challenge...

Back in the Null Void, Ben was seen still lying down on the asteroid from yesterday. He seemed to be still sleeping; with him obviously tired out from the game changing battle that took place recently. He laid dormant in the crater he made…until a loud roar awoke him to his feet.


"AHHH!" Jumping up to his feet, Ben's eyes shot open as he looked around for the source of the noise.

Glancing around, his eyes widened upon seeing a horde of the same creatures that Kevin and Vilgax were riding during their battle. There were dozens of them… And they were all headed towards Ben.

"Null Guardians?!" He exclaimed in confusion, before turning around to leap off from the asteroid he was on.

Null Guardians were the protective denizens of the Null Void; creatures serving to act as the natural patrolmen or watchers of the space. They had a giant set of teeth with fangs that stuck out of their dog-like mouths. With tentacles hanging from the undersides instead of legs, they also had large bat-like wings. Null Guardians were generally grey in color, but alphas, like the one that Vilgax tamed, were larger and darker in coloration.

As an alpha Null Guardian led the pack, Ben began to descend down to the lower levels of the Null Void. Gritting his teeth as he glanced back, the Omnitrix's dial flashed green. The blinding light proved not to be effective against his enemies, seeing that they had no eyes to be affected by it, and by the time that Ben, now transformed into Heatblast, grew aware after morphing, the alpha was meters away from his gawking jaws. He was right about to snag him in his mouth to serve as an afternoon snack.

"Woah! Back off, Fido!" He yelled as he spun his body towards it. Extending his arms out, he blasted away the alpha with a dose of powerful flames. The Null Guardian released a screeching roar as the Guardians behind it began to smack into it, and soon into each other.

Seeing his work making some results, Heatblast smirked, before turning back around. He aimed his arms behind himself as he began to use his flames to fly around and away from the Guardians, quickly escaping from their hunting grounds.

"Ha, suckers!" He stuck his flaming tongue out.

While he continued to taunt his now far-out enemies several seconds later on, something else then began to make its presence known… Or rather, their. Multiple screeches could be heard from the small cluster of asteroids that Heatblast was now flying through. Blinking a few times, his head tilted as he turned around, only to see small red and orange aliens leaping off of them.

Heatblast's eyes widened as a few of them landed on him. Due to the new level of weight, the amount of firepower, as well the difference in mass balance, the fire alien began to drift off course, smacking into a nearby asteroid face first. He grunted in pain as he began to fall, all while attempting to shrug off the newly discovered enemies that were trying to bite him with their razor-sharp teeth at the same time.

"Oh, come on! First, the Null Guardians, and now these Havoc Beasts?! Gimme a break!" He barked as he purposely smashed into a nearby asteroid, casting off the few Havoc Beasts that were on him.

As he quickly got up, Heatblast looked on to see more and more of those little gremlin-like aliens gathering around him. Left, right, above, and even below through this semi-hollow asteroid they approached him. Heatblast sighs as he clenches his fists, the Omnitrix dial flashing again.

The Havoc Beasts watched with interest, as well as some hissing in annoyance due to the light as Ben was replaced by another alien. He was now a humanoid alien that was approximately twelve feet tall, had well developed muscles, two pairs of four-fingered arms, and red skin. A black stripe went from his chin to his lower lip, and he had four orange eyes: a main pair, and a smaller pair below them. He wore a shirt that was just like Ben's in his human form, black pants, and fingerless gloves, and wore the Omnitrix symbol on his upper left shoulder.

"Come on! I can beat you guys with only one of my Four Arms!" He taunted as he got into a stance.

Three of the Havoc Beasts surrounding Four Arms decide to dash forward and attack through jumping, but the large red alien disappears in a swish of a powerful jump. The creatures crash to the ground and look up, only to see Four Arms up and against the ceiling of an asteroid above them.

Outlined by his glowing orange eyes, he fires off from it and blows them away with a well-timed punch that shook the area around them.

More Havoc Beasts start to attack as he landed. Four Arms leaps over the first beast and smacks it away with one of his arms, then, while still in the air, claps together another one's side with two of his hands and gets into a position where he can kick at the third dead center. He rolls back and stands, looking at his two hands that were now covered in a…disgusting liquid. That was certainly a shock, to both him and the enemies surrounding him.

"Did I just…? Oh God…!" He nearly hurled from seeing the body of the one he smashed together a few meters away.

Before he could actually vomit, one of the larger Havoc Beasts goes forward, growing in rage from the mutilation of one of its kind. Despite his disgust, Four Arms reacts by spinning, hooking its body with a lariat, and smashing it into the ground, nearly splitting in half as a result. Both halves land on the ground, with the both of them beginning to bleed. Four Arms cringes at his work while the rest of the pack charged. At this point, they were half fearful and half hateful. The former because of the damage he caused, and the latter because they wanted revenge and wanted to get rid of this foe in record time before he could cause anymore mayhem.

"Oh no…" He murmurs. "Not again…"

Before they could charge in completely, Four Arms reluctantly transformed with the flash of his Omnitrix. His body was now composed of durable pale green crystals, with glowing yellow eyes. He sported four crystal shards on his back and had a sharp head, wearing a uniform which was black on the right half and white on the left with a black patch on the left shoulder where the Omnitrix symbol was.

Rotating his body, Ben unloaded dozens of bullet-like shards from his arms, and then drove his foot into the ground, firing from a single spot at several approaching monsters until one swiped at his feet. It narrowly missed as he leaped up threw a row of razor-sharp crystals back at the line of foes; once they did so, they spiked and expanded out into a barricade of crystal walls.

"Don't come any closer…!" He grunted with a bit of fear and anger.

Ambushing from behind, a large Havoc Beast almost slashes his back with its claws, but he jumps and twists out of the way, firing at the alien in front of him to make the target fall. He twirls and cuts down Havoc Beasts from both sides as he morphs his arms into blades, dodging another attack to slam his fist into the ground and blast out at an approaching group with a crystal geyser from underneath.

Ben curses to himself as he leaps over two more and goes in to dismember another Havoc Beast. He then catches another's neck in his bladed arm as well as another one that tried to claw him from behind, only to get skewered by the sharp crystals jiggering out from his back. Several more Havoc Beasts follow up, but he shoots his way down with one arm and slices them up with his other when he has to block from a trio's lunge onto him, which pushes him back slightly.

"Good gosh… How many more of you are there…?! Diamondhead isn't meant for doing cutlery… Especially with actual living creatures…" He muttered to himself as he eyed even more Havoc Beasts around him.

"GRAAAAA!" One of the larger ones roar out.

"…Please let this be the last wave." Diamondhead bites his lips as he prepares once more to fight.

With a shadow covering his eyes, Diamondhead twists his body and morphs one of his arms into a giant crystal scythe. Detaching it and holding it as a separate weapon, he blasts off at a higher speed than ever before, coming at the dumbfounded Havoc Beasts like a rocket when he begins to spawn in miniature blades all over his body as he goes through the mass, cutting up and down, left and right, leaving crystals shards, arms, legs, and many more parts flying into the air.

This pain-staking scene lasts for a while longer. As he disembowels them quicker and quicker until the last one falls, he blasts into a jump, and lands smack down in the center to launce out a wave of crystals that finally eliminates all of the remaining attacking aliens. He pants heavily for a bit, before dropping onto the ground.

Lying on an asteroid full of disembodied Havoc Beasts left and right, the few remaining ones that witnessed this unusual amount of bloodshed whelped in fear once Diamondhead looked over with the slightest of glances. All of them start to flee immediately, leaving the green alien alone.

After getting up, Diamondhead looks down onto his hands and body. Bloodied. Shaking. Hate. He hated what he had just done, despite it being necessary to do. He shouldn't have had to done such a thing…

"…No wonder why Grandpa was so reluctant in revealing his past about the Plumbers." He said to himself as he reverted back to his human form, now free of the disgusting liquid garnered onto himself.

Aimlessly looking around, Ben began to walk off, transforming into Stinkfly a few moments later. This scene would forever be in the mind of himself for as long as he lived. He knew that having the Omnitrix would make him fight others, but typically those fights ended without bloodshed. This fight… The Null Void was seriously different from what he initially thought of it.

"Well… Here's to living in the Null Void. Day One. " He chuckled to himself as he began to fly off.

Back on Earth, Gwen had told Max of all the events that had transpired since her traveling into and out of the Null Void. To say that her Grandfather almost had a heart attack after hearing what she had to say was quite an understatement.

The two were now in the Rust Bucket, Max's RV and the vehicle that he used to drive the trio through their adventures of their summer vacation. It bared a frightening resemblance to a 1978 GMC Royale Motorhome, and was kitted with a multitude of Plumbers' gear, which included lasers and jets, ramming gear, GPS, and a plethora of other useful features. Though… Despite having post-space age weapons and capabilities, the Rust Bucket actually had a faulty toilet and a broken air conditioner.

Max's eyes began to slowly close as he groaned in discomfort. Whatever news Gwen jammed into him placed his guts through the guzzler, that's for sure.

He placed his hand on his forehead. "Ugh... And to think he's still stuck with Vilgax and Kevin."

"Well… He still has the Master Control activated. So… That's a thing, at least." Gwen shrugged as she tried to fill his mind with good news.

"Yes, I understand that. However, it's not that I'm worried about Ben not being able to survive, I'm more worried about what the Null Void itself will do to him." Max explained as he opened his eyes.

"What do you mean?" The orange-haired girl asked.

"The Null Void is a prison dimension. It's meant to keep the most savage and uncontrollable criminals and monsters inside and away from harm's way. It's the Law of the Jungle in there. It's eat… Or be eaten. It's worse than the best prison on Earth; you can even say that it's accursed." He reluctantly explained. "…I'm worried about what it'll do Ben by him just being there. The things you witness in there can force you to do actions that you thought you'd never do."

"That's… Alarming…" That was all Gwen could say in response to seeing the expression Max was making. "So… What do we do now?"

"We need to find a Null Void Projector, and fast." He answered. "There might still be some functioning ones inside the Mount Rushmore Plumber HQ, but it's very unlikely. We can try there first."

"And what if they don't have it there?" Gwen then asked.

Max then turned to her with a determined expression. "Then… We search throughout the country."

From where he sat on the Rust Bucket's table, he walked over to the driver's seat and pressed a few buttons, revealing some hidden ones in regard. As he pressed those, next to the radio appeared a small led monitor out from a slot. A map of the United States then appeared, with a dot glowing in every state.

"These dots represent all of the Plumber Bases in the United States. Most of them are inactive, as they no longer served a purpose after the Plumbers took down Vilgax the first time. They're probably loaded with old alien tech; Null Void Projectors included." Max explained as he skimmed over every state.

"Then what're we waiting for then? Let's go! Every day with Ben inside the Null Void is bad enough." Gwen then urged Max.

He nodded instantly, and the two got to the front of the Rust Bucket. "Of course. At the end of Summer, I don't want to tell Ben's parents that their son is stuck inside an alternate dimensional prison and is mentally broken! Come on, we're going off Turbo Mode!"

"Wait, Turbo Mode? Isn't that a little too extre—EEEEEEEEEEEEEEEEEEEEE!"

Author's Notes!

Whelp, there we have it, folks! The first redone chapter out of… 45, I believe? I have to recall which chapters are up to date with my current formatting, I'm not entirely sure. So… I've said that I wanted to show how the Null Void had basically gave Ben a strain on his mentality. I mean, it's pretty clear to see that the darn place does place a strain on you. Even in canon, several characters have stated about their own wordings on the Null Void itself:

Ben himself claimed that being in the Null Void was worst than being off in the worst prison on Earth.

Kevin at the time was pretty adamant of his own description of the place as well; being scared, heck, even horrified of going back there.

Even VILGAX, the big bad boss guy himself had an irritating eye twitch from mentioning that place, calling it accursed!

So, to sum it all up, you know the origin of Professor Paradox was how he went insane for a good amount of time, before cooling off and regaining his sanity later on? I originally had that idea for this story, but obviously due to my bad writing I was unable to script it in. Now, this might not be a perfectrepresentation of that feeling, but I feel as though I've made my point. Ben gets horrified at the sight of having to kill, goes a little crazy, but eventually returns back to his normal self and proceeds to plan to create a way back to Earth.

Let me know what you think of this first redone chapter! The next ones will be coming in shortly as well as updating with new ones to the current story, so look out for those.

So, with all said and done, I'll see you guys in the next… I don't want to say chapter, but despite it being a redux, I guuuuess I can say that? Anyways, I'll see you later! Emiyn, out!