Hello, thank you for coming. I just want to say a few things, firstly, I plan to focus a lot more on Ben and Reiny's relationship, so it'll be a bit longer till we see Gwen this time. I also want to tackle the issues with the Higbreed a bit better. They might not be crumbling and inbred like in the cannon, but they are racist and awful. Just because they are nice, doesn't make them good people. And just because they are specist, doesn't mean they can't change. Lastly, There is gonna be a romance between Ben and Reiny, and yes I'm using the alien biology excuse. Highbreed age differently, and Ben's actions will change with having an adult brain.

Gwen screamed for Ben as the portal closed. She coughed, ribs on fire as she cradled her broken hand. Her Uncle was soon at her side as she tried to crawl to where her cousin had just stood against one of the most fearsome people in the galaxy, and lost. Uncle Ben lifted her up, trying to get her to look at him. He was bleeding from a wound on his head and Gwen couldn't hear what he was saying. She was crying too hard. She failed.

She let Vilgax take him.


She struggled out of her grandpa's hold to her knees as if to search for the portal that Vilgax had opened. It wasn't until her Grandpa Max placed a shaky hand on her shoulder to draw her into his embrace a second time that she truly broke down. Screaming turned to sobbing violently as Max rocked her. He didn't whisper any reassuring comments like "We'll get him back" or "Everything will be fine."

He couldn't bring himself to lie to her. Vilgax had won this battle, he had the Omnitrix, but more importantly he had Ben.

Ben felt awful. His body was switching between waves of numb and pain, his mouth was full of cotton balls, his intestines were full of ants, his head felt heavy on the outside, full of air on the inside, and his eyes could only see watery shapes that seemed to quiver like the ringing of his ears.

It could have been an eternity since he had awoken like this in a dark, metal-walled room hooked up in a strange circular device. He couldn't make out if there was even a door on the wall he was facing! Panic rose in his chest as footsteps and voices neared the room.

"No Tennison," he thought to himself, "You're the hero. You can think of a way out of this. Alright? Okay! Now… the machine, which is probably a torture device, has me upright. Maybe I could break my thumb and slip out like in a spy movie? No, the cuffs are too tight, and I don't even know how to do that if they weren't. I can't use the omnitrix 'cause I'm starfished out... Can I even run like this? I can still feel the omnitrix so they didn't just saw my arm off or kill me, but why? Information? Ugh, if that's what they're after I'm screwed."

Just as he lost his train of thought went off the tracks, the door he couldn't make out before mechanically slid open. An imposing, albeit, wobbly, shape appeared silhouetted in the light from outside the room.


"Tennison, still such confidence. Do you even realize the situation you're in? No…" he chuckled, "Of course you don't."

"You'll never get anything outta me squid-face!"

"Please, I'm well aware you posses no useful information, but don't get me wrong maggot, this will be torture." When Ben's glare only intensified he continued, "I could have merely done the procedure while you were asleep, but with all the trouble you've caused me, I think I deserve to see you in agony."

"You're gonna laser my arm off or something?" Ben joked, trying his best to put up a brave front as he squirmed uncomfortably.

"Unfortunately for you it's not nearly that simple." The fact that he had never seen Vilgax so happy made Ben's skin crawl. "In order for the Omnitrix to transform you the way it does it has fused itself to every part of your being. This machine," he tapped the circular contraption of doom, "Will remove it from you without damaging it. You, on the other hand," his smile grew even wider. His black lips curled, flashing crooked yellow-green teeth, "Will be Very. Much. Damaged." Ben finally let his fear show on his face as his eyes grew wide in terror.

Pleased with his work, Vilgax confidently turned, and strode out of the room as lights came on. Ben was finally able to see the full extent of the machine, as well as the window to the other side of the wall he was facing. Just outside were the controls for the device Tennison was hooked up in and the scientists ready to turn it on. Vilgax stood in front of a viewing panel and gave the order to begin. Finally, the Omnitrix would be his, and the brat would see first-hand what happened to those who opposed him.

Ben's heart was beating a mile a minute as the machine whirred to life around him. The waves of numbness and pain blurred together in a searing agony as needles entered him from different angles. Then the real pain started.

Vilgax nearly began laughing at the blood curdling screams his machine ripped from the boy as the device did its job. Truly waiting for the child to wake up had paid off to a far more satisfying vengeance. He watched as the small child began to mutate. The Omnitrix came detached along with Tennyson's muscles.

His flesh swelled then dissolved under tearing then sagging skin. The device continued to gently whirr around Ben as his screams became alien. One half of his face grew crystal before falling off and getting replaced by pulsing plant tissue. At some points he would resemble an actual species, but soon enough he was just a jumble of non-compatible alien parts. Several times he regurgitated large amounts of organs that were definitely not human, but very much his own.

The torture lasted barely an hour before the Omnitrix fell limply on the floor in defeat. It appeared that the disconnection had finally allowed Ben to go into shock. Yet, the violent mutations continued even with the machine now off. One of the scientists shuffled over to Vilgax with the Omnitrix. He gladly took it, but his victory was briefly interrupted when the scientist asked what they should do with the unstable ex-human.

"Dump him on the nearest planet to rot.", he replied before striding out of the room.

When Ben came to on the sharp, purple, slate he was back to the waves of numbness and pain. It took him several minutes to adjust his eyes to the blinding sunlight he slowly began to inspect what he could of himself with as little movement as possible.

He was met with angry muscles that stretched under pale, almost translucent skin. His transformation was now taking a definitive shape. His bones made sickening creaks and snaps as he became unlike any alien Ben had ever seen. His hands and feet grew dark. Strange, sensitive, black spines protruded from the side of his face, and powerful flaps of flesh folded over his back.

The pain ebbed away as the transformation completed to the point where he was now able to sit up, and inspect his now gangly, yet powerful, limbs. He didn't know where he was, what he was…

He shook, he screamed, he ran his hands over his body, begging this to be an illusion. No no no no no no no! Gwen! Grandpa Max!

"Help! Is anyone there!" He yelled, trying to stand only to fall into the scorching purple sand.

"I'm going to die here," he whispered, "I-I'm going to die here and- and know one's gonna know!"