Episode 1: Dusk

A young man was facing down his arch nemesis. Just over 21, Ben Tennyson was a daring young hero, equipped with a powerful device on his wrist. He wore jeans and a dark green t-shirt, and was growing a little bit of a beard. (He had met his future self, and liked how he looked with a goatee.) As for the device he wore, it was a sleek white wristwatch with a black face. Dubbed 'the omnitrix' by its creator, it contains a massive library of alien DNA, and allows the user to transform into any sapient species. The user of this device wields great power with the ability to take countless forms. Many villains have sought after it for over 10 years, but none have succeeded as of yet.

Currently, Ben 10 and his comrades were in combat with one such villain; his archnemesis, whom he had been fighting since he was ten. His name was Vilgax the conqueror, an ancient warlord bent on the domination of the universe. His goal used to be the possession of the omnitrix, but it had shifted to the destruction of Ben Tennyson.

As vilgax swung his sword in a mighty downward swing, Ben rolled to the side and slapped the Omnitrix. A wave of green energy flowed over him, and he doubled in height. His skin color shifted to red, his eyes turned yellow, and two extra arms sprouted below his upper ones. He gained five times his original muscle mass, and two extra eyes opened alongside the original pair. As the wristwatch disappeared off of his arm, an hourglass symbol appeared on his chest.

The newly transformed Tetramand leapt forward, only to meet a backhanded swing from his lifelong enemy. Fourarms flew across the battlefield, crashing into a nearby building. Ben's grandfather, Max Tennyson, was knocked back by the blow as well. Vilgax the conqueror let out a low, guttural laugh before advancing on the red alien.

"You amuse me, Tennyson. With all of this newfound strength that I possess, I can hardly believe you used to be a pain to me."

Our heroes were fighting on a distant planet called Galvan Prime. Towering buildings surrounded them, and were shockingly built by a six-inch frog-like species called Galvans. In the sky was a large black orb with green circuitry arranged in random patterns. It was Galvan B, the moon of this planet.

Suddenly, a clang could be heard as a certain metal-clad teenager bounced off of vilgax's armor. The warlord smirked, and turned towards the offender.

"Kevin Levin. I was wondering when you would show your disgusting face." As Kevin yelled and charged at the towering squid creature, Vilgax's fist lit up with red energy as he prepared for another backhand. When the blow made direct contact with the Osmosian's face, the teen was blasted into the sky, and a crater was made on Galvan B.

Finally, Fourarms pulled himself out of the wreckage in a daze. "You'll… pay for that…", he panted out, heavily breathing.

Vilgax smiled maliciously. "I seriously doubt that." he walked at a leisurely pace, still approaching the weakened Tetramand. His grin widened further.

With a yell, Fourarms clapped all of his hands together with all of his strength, creating a shockwave that should have sent vilgax flying. Instead, the warlord only slid back a few feet. His four yellow eyes widening in surprise, Fourarms touched the green emblem on his chest and reverted to human form. Ben quickly dialed up another alien and slapped the omnitrix again.

As green energy enveloped his body, he shrunk to half of his human height. His head widened, his arms and legs got stubbier, and his skin turned white. Headphones appeared over his ears while a small backpack formed on his back, and his mouth got much deeper and larger. Once the transformation was complete, Echo Echo glowed green and five more of himself jumped out of his silhouette.

When he spoke with his robotic sounding voice, each word came from a different clone. The six Sonorosians exclaimed, "You. Are. Going. Down. You. Monster!" All six clones opened their mouths wide and let out a massive sonic blast. While Fourarms's shock-clap only slightly pushed the Conqueror, Echo Echo's sonic blast blew Vilgax into a building. The six sonorosians, still blasting sonic energy, slowly advanced on the warlord.

Vilgax quickly recovered and glared at the small white clones. His eyes lit up with red energy, and with a sweep of his gaze, he blasted five of the clones into oblivion. The sixth barely managed to dodge out of the way as the laser gaze flew past him. He touched the omnitrix symbol on his chest and reverted to human, but before he could reactivate the watch, vilgax blasted him with heat vision.

Gwen, recovering from a previous blow, barely managed to block the beam with her mana shield before passing out completely.

Vilgax's eyes narrowed as ben started quickly scrolling through his aliens.

"Now you're really going to pay. IT'S HERO TIME!" he slapped the core down, and once more, he was enveloped in green energy. He grew several feet as his skin hardened. Several crystal spikes jutted from the top of his head, and his shoulders and back. His eyes merged into one as his flesh turned polygonal. He was overall purple, but his hands and spikes were a pinker color. "Chromastone? I could've sworn I selected Atomix… no matter. This guy's perfect."

The crystal-sapien levitated into the air and blasted multicolored beams at his opponent from his outstretched hands. They didn't seem to have much effect on the warlord, so chromastone moved in for closer combat.

Vilgax knew better than to attack this form with energy, so he readied his massive sword. Ben realized that chromastone was actually great in this situation. I see he's resulting to hand to hand combat as well. He must realize that eye beams are useless against an opponent who absorbs energy.

Chromastone may have flight, strength, and energy powered punches, but vilgax was just plain powerful. He took a few hits from the purple alien, but with powerful one swipe of the large sword, chromastone was blasted into the next building over.

Chromastone got up shakily. "Getting hit into buildings has been far too common of an occurrence in this battle. I need some brains to fight that brawn."

After emerging from the rubble, chromastone reverted to human form one last time. After quickly scrolling through the alien database, ben slapped the core back down and the green light engulfed him once again. His bones dissolved and his skin formed into a brown exoskeleton. His head was enlarged and his brain followed suit, and started charging up electricity. His legs formed into six smaller appendages while his hands transformed into pincers. The omnitrix formed into a breathing apparatus on his waist.

"Brainstorm ought to do the trick. A quick moment to take inventory of the surroundings." The cerebral crustacean quickly glanced around and observed countless possible weapons, none of which were powerful enough to put a dent on the adversary. Brainstorm turned to observe his foe instead, while backing up and discharging lightning attacks. From previous experiences, his armor alone could survive a full cosmic blast from my to'kustar form, and my energy would be depleted quickly. Only repeated attacks from Atomix could do any real damage, but not before destroying the entire planet. The armor seems to be insulated, as my electric discharges have no effect. The armor obviously has robotic enhancement components, meaning there is a central computation system. A galvanic mechamorph would be idiotic. The required proximity would ensure defeat, and upgrading his armor is simply a stupid idea. A nanochip could slip between the cracks of the armor, but the glow from the approach would give it away. That small of a form alone would be unwise against this opponent, considering his speed and strength. Side note, he has not displayed his true speeds. A test from a Kineceleran form may be necessary. Now there's a thought. Why not hit two birds with a single stone? Although it is discouraged by asmuth, I will have take advantage of the qualities of a Splixon. Memorizing strategy, reverting to human.

Brainstorm climbed into a building to leave vilgax's eyesight and changed back to human form. As fast as he could, he dialed up ditto and slammed down the watch face. He shortened to three and a half feet tall, and grew three fins on his head. The rest of his body took the rough appearance of a mole, and adopted a black and white color scheme. After completing the transformation, ditto split into two duplicates and started fiddling with the omnitrix on his forehead.

In their adorable Rob Paulsen voice, the two splixons started mumbling. "just a few twists this way, a few taps here, and BiNGO!"

Ditto 2: "Wow, you're done too?"

Ditto 1: "Yep. You ready?"

Ditto 2: "Ready as I'll ever be."

They both pressed the icon on their foreheads and were engulfed in green light. Ditto number one grew a bit and took on a reptilian form. The back of his head narrowed and extended, and his skin turned blue. A long striped tail grew from his backside, and balls formed on the ends of his feet.

Ditto number two grew to about six feet. He became very lean as he turned blue and black, with large green eyes. Four large butterfly-like wings sprouted from his back. The necrofriggian nodded to his Kineceleran counterpart, and the faster one of the two rushed out of the building at high speeds as the ghostly ice butterfly turned invisible and intangible.

Vilgax, unaware of the multiple transformations, thought nothing of ben's hiding, and as soon as XLR8 blasted through the window, he gave pursuit. XLR8 quickly found that the evil warlord was fast, but not as fast as a Kineceleran. Until the squid-man jumped. With a single massive leap, he instantly caught up with the blue blur, and pinned him to the ground in one fluid motion.

"You have no chance of outrunning me, pest! Now face your long awaited doom!" he picked up the poor ben clone and smashed him into the ground repeatedly.

Unbeknownst to him, however, the big chill had snuck away and transformed into nanomech. Amidst the commotion of his counterpart getting bashed, the tiny robot shrunk to microscopic sizes and slipped into the circuitry of vilgax's armor. He found a power cable and followed it into what he thought was the main power hub.

Why have I never multiplied like this? It's brilliant! He thought as he powered up a small zap. Nanomech had enough knowledge of machines to know that if he zapped this wire here, then-

The narrator was cut off as the sudden explosion blew the entire suit to pieces. Vilgax howled in sudden pain as pressure built up inside the suit, causing it to break apart and explode into shrapnel. Nanomech was blown away, with not much damage to himself. XLR8 was thrown across the street, and slowly shook himself out of his daze. Looks like ben 2 did the job.

Nanomech grew to his full height of a few millimeters and hovered next to XLR8. " ready to rejoin?" he said in his tiny voice.

"Let's do it," XLR8 replied in his raspy voice. Both aliens slapped their omnitrixes and turned into dittos.

Ditto 2: "That was great! Why don't we do that more often?"

Ditto 1: "Because, Asmuth said it would do something weird to our DNA! And I got beat up!"

Ditto 2: "Yeah, yeah, I get it. Let's hurry up and rejoin already."

The two clones jumped into each other, and the final remaining ditto landed in a heroic pose. "Had enough, Vilgy?"

Vilgax stood up from within the dust cloud. Now that the armor was gone, the old squid-like monster was wearing a black jumpsuit, not unlike the one Rook wears.

The Splixon's jaw dropped, but he quickly recovered from his shock. "Wow, you're still standing? Impressive."

The warlord opened his eyes.

"No menacing comeback? Lame. I was hoping for some banter. Ah, well, I guess it's for the best. Shall we get this over with?"

The conqueror only glared at the small yet adorable alien. He held his arm out to the side, and his sword levitated into his hand.

"It's time to finish this, once and for all!" Ditto pushed the hourglass on his forehead. In a green flash, he was human, and vilgax made his move. In a sudden and unexpected blur, the unencumbered Chimera Sui Generis grabbed ben's wrist by the omnitrix and yanked him off of the ground.

"It's time to finish this. Once. And. For. ALL!" Vilgax reared his arm back and threw Ben, still in human form, all the way through a building, and into the pavilion where the fight started. The crater from Fourarms was visible, as well as the unconscious forms of Max and Gwen.

The Conqueror leapt through the hole he had just made, landing five or so yards away from the hero. Nearby, Max stirs from unconsciousness.

"Broken and defeated. How sad." Ben attempted to get up, but most of his bones were broken. He grunted in exertion as he struggled to get his hand to the omnitrix, but it was no use. Seeing that his opponent was helpless, Vilgax the Conqueror stalked closer. "A final farewell, Tennyson." His eyes powered up with red energy. "You will not be missed."

As energy began to spill from Vilgax's eyes, Max unexpectedly dove between the hero and villain. Holding out his right arm and supporting it with his left, max completely blocked the eye beams. Vilgax's eyes narrowed as he increased the output of his lasers.

Ben's eyes widened in horror. "GRANDPA, NO!"

Max glanced back at Ben and smiled, tears brimming in his eyes. "It's okay, son. You're strong enough. You can beat this." The artificial skin on his robotic arm was torn off. The old plumber grunted in exertion.

His face grew serious and he looked ben in the eye. "I need you to do something for me."

Ben's eyes filled with tears. "NO!"

The metal prosthetic began to melt. "Get to the rustbucket. The original one. There's something you need- UNH!" The laser punched through his arm completely and struck him in the chest.

The resulting explosion from the prosthetic's destruction blasted vilgax into yet another building. Ben was pushed backwards, and he landed painfully on his back. Max fell to the ground, with his right side charred and a fatal wound in his chest.

It was quiet. Some time passed.

Vilgax was dazed from the explosion, but to his surprise, Ben got up first. Struggling to his feet, ben tightly clenched his fists, shaking in anger and pain. The upper part of his face was covered in shadow and his teeth were clenched.

Breathing heavily, he activated the omnitrix. In a calm tone that was simultaneously burning with anger, he spoke an instruction to the watch. "Go ultimate."

"That is against Asmuth's protocol," The watch replied.

"Do it. Now. Then do it again."

"Very well. Engaging ultimization function. Doubling simulation time frame."

The omnitrix expanded, tubes forming between various parts of the watch to accommodate for the sudden request. The icons of the aliens that popped up were now the heads of the ultimate forms. Ben scrolled through until he found what he wanted. Rather than slamming down the core, however, he gently and slowly pushed it down. From this guy, who's habit was slamming it down for dramatic effect, this was a sign of true anger.

Rather than the glow and shift that normally accompanies transformations, this came with a violent explosion. Vilgax shielded his eyes, beginning to doubt his odds.

An orb of energy surrounded the hero, and it grew to twenty feet tall. Lightning struck the orb and its surroundings, causing destruction to more buildings. When the energy finally dissipated, ben was replaced with a hulking figure. Twenty feet tall, his muscular and wide-chested body was covered in blue fur. His face was that of a lion's, and he had a massive dark blue mane. From his eyes came long trailing extensions of fur that resembled a mask. He had stripes across his body that were a darker shade of blue than the rest of his fur, matching his mane and mask-fur. He had a long tail to go with the lion motif. On the back of his hands, four long black claws had emerged.


Vilgax's eyes widened as the hyper-ultimized Rath reared back his massive fist. The warlord barely managed to dodge to the side as the four large talons grazed his tentacles. The force of the punch caused a spiderweb of cracks in the wall behind them, and vilgax's blood sprayed onto it.

For once in his life, vilgax was scared. He front-flipped over the angry feline and snatched up his sword. The conqueror's eyes were narrow in concentration.

Rath turned towards vilgax, his mane flowing in the wind. His tail twitched and he gritted his teeth in rage. He flexed his legs, pushed against the ground, and was upon the squid in an instant. His fists flew, punching the warlord several times every second. With four long claws in each hand, each punch was accompanied with a stab or slash. His combo was finished with a massive uppercut, which launched vilgax across the city and straight through a few buildings.

After he finally landed, Vilgax was coming to his senses when Hyper-Ultimate-Rath came careening over the skyline. With a roar, the blue apoplexian delivered a punch that made a crater around the landing spot, and followed up with an onslaught.

Now that his rage had been fully unleashed, there was no stopping this hyper evolved Rath. He punched faster and faster, until the ground shook like an earthquake.

He finally slowed down, panting. What remained of vilgax… was not pretty. The narrator decided not to describe it, as it caused him to gag. Ben raised his face to the sky and closed his eyes as it started to rain. Steam poured from the crater.

Hyper-Ultimate Rath sat there for some time, simply panting, until the omnitrix finally timed out.

Ben stood up shakily and started the long walk to the place where his grandfather rested.

It took some time with his limp and all of his broken bones. He had time to think, but did no such thing. He felt numb, outside and in.

Plumber ships could be seen on the horizon as he approached the body of Max Tennyson. He knelt, and for the first time in many years, truly cried.