Disclaimer: I don't own Ben 10

Chapter 72: Battle for the Potis

Omnitrix City; Tennyson Tower; December 24th, 2025; 1:04AM.

Gwen's entire face turned beet-red, flushing with heat after what she'd heard through the clear-as-day speakers filtering sound and voices from the room into the control booth; she quickly backed out of the virtual reality training room, realizing that she'd essentially just read Ben's diary times a thousand, exiting the room she quickly made her way back to the guest-bedroom to plant her head on a pillow. Intending to pretend what she'd heard was just a bad nightmare… or possibly ponder it like a pleasant dream.

On her way back to the guest room, she thought pensively on what she'd seen, it was the most mature thing she'd ever seen or heard from her doofus cousin but, it was also the most real because he had no idea she was watching. Was this where it started? His obsession over being a hero which they'd seen in the future they'd visited not long before this whole 'war' incident, was this where it spawned? It didn't make any sense to her the more she thought about it, there must be something she was missing, and she couldn't sleep until she figured it out. Gwen knew now that, somehow, she would end up dating and marrying Ben in the future but, there had to be something between then and now that she wasn't seeing.

After walking pretty aimlessly barefoot through the empty and darkened steel corridors, Gwen passed a room she almost didn't notice but, a cool-green light shun through the darkness into her eye prompting her to peak in. The room was likely a building software maintenance access-point of some kind, the room was the size of a small closet with nothing but a pedestal holding a glass keyboard, projecting a holographic emerald hourglass as a screensaver of sorts. Gwen wandered in slowly, recognizing it vaguely as the same system that would announce certain alerts to their future selves when she visited the first time, in what was apparently an alternate timeline.

"Danger alert…" Gwen muttered to herself as she lifter her arms to get her hands in position, tapping one of the glass-keyboard buttons woke the screen from its hibernation, revealing an empty search-bar in the middle of the emerald hourglass. She stared at the blinking line on the white search-bar for nearly a minute before turning around to peak out the door once again, finding a completely empty hallway once again, she ducked back in turning her attention back to the hologram. Her young eyes widened in awe as she reached out tentatively, almost afraid to touch the holographic projection, but her curiosity overpowered her hesitation.

She began typing on the glass keyboard, whispering under her breath as she did, "Show me everything that happens to Ben Ten Thousand over the next twenty-years…" the words scrolled passed her vision as she typed them and pressed the 'enter' key, the servers were much faster than any internet connection she'd ever experienced, finding a giddy smile crossing her face due to this.

The results appeared and she began skimming through the information which was listed within the records-archives in chronological order, her eyes ran from left to right as the light from the screen reflected from her emerald-pupils. At first the information was pretty tame, the first three years were uneventful as far as official records went, other than training with Tetrax and going out on his own, learning to fight without relying on the Omnitrix. There was little to say in the official archives.

Gwen continued to scroll through the records, going for the next three years, or six years after their summer vacation; she saw things get more interesting, the records talked about attacks from Kevin Levin, Charmcaster, and even Albedo which obviously resolved itself considering he was a member of their team. She noticed several more brutal articles involving the alter-ego Ben had taken up for time in his teenage years, "What kind of a dumb name is Shifter?" Gwen murmured to herself, continuing her research, occasionally checking over her shoulder to ensure she was still alone. She was no wallflower, she realized that heroics could get pretty brutal when dealing with real crime and not just super-villain crime, gangs, drugs, guns… she didn't like to think about them but, she was well aware they existed, she was even slightly proud to see, when she clicked on highlighted links within the records, short CCTV clips of Ben taking down large criminal organizations with a bombardment of skilled transformations.

As she resumed scrolling, something caught her eye, and as soon as she read it, she practically gasped from shock, backing away from the screen which read 'The Death of Maxwell Tennyson' in bold letters, dated just over six years away in her current timeline. After reading the details of how Max had been investigating and subsequently captured by a hive of invading aliens, how he sacrificed themselves during an attempt to free another victim, Cooper, who had also been captured at the time. This timeline was certainly different from the one she'd visited now that she knew there was no Grandpa Max here; her better judgement told her not to continue reading these files, not to spend another hour in here going through every single major event that happens in the next twenty-years but, she couldn't resist the temptation.

Gwen spent the next hour or longer reading about the Universal Highbreed Invasion, discovering an alternate version of herself who had an Omnitrix of her own, how Prometheus attacked the last time, the arrival of their future-son as well as the events leading up to Eon's creation, and Ken's untimely death. Her eyes scrolled across the holographic screen reading about all of this and every single adventure in-between, hooked on reading about her future as if it were a good book. She read about each of the degrees she earned, though she still hadn't finished schooling with all of the heroics and mysticism she had dedicated herself to in the years following the Highbreed Invasion. Gwen read detailed accounts about the night Ben proposed, their wedding, the birth of their daughter, and how she raised her. As she clicked from file to file, from year to year, Gwen's heart began to race. She watched with a mixture of fascination and horror as the images and text revealed snippets of her future life, her future self, and her future husband, Ben. But then, the tone of the hologram shifted, and Gwen's stomach twisted with unease as she realized what was coming next. The hologram displayed scenes of tragedy, of loss, of heartache. Gwen's eyes welled up with tears as she witnessed the deaths of her future friends and family, each moment etching itself into her young mind like a painful scar when reading about the brutal murder of Kai Green, Kevin Levin, and Kenneth, their future-son visiting the past.

She felt a lump form in her throat as she struggled to comprehend the enormity of what she was seeing or how she was jeopardizing things by learning this information. In that moment, Gwen's thoughts raced a mile a minute. She wondered why and how these tragedies had occurred, especially when the records were too vague to tell the exact details. As Gwen continued to watch, a torrent of emotions washed over her. She felt sadness, grief, and despair, mourning the losses of her future self and Ben as if they were already gone. Yet, amidst the darkness, a glimmer of hope emerged. Gwen resolved to herself to keep the information she'd learned to herself, she wasn't sure who would get mad at her for it but, she instinctively knew that she wasn't supposed to be reading this information at all. With a heavy heart, Gwen reluctantly wiped her tears and deactivated the hologram display, the images fading away into the ether. But the impact of what she had seen lingered, imprinting itself on her young soul and shaping her perspective on life in ways she couldn't yet fully comprehend. As she blinked back tears, Gwen thought about everything she'd read about herself, processing the relationship between her and her cousin that was destined to develop three years from then, from her perspective. In the future he was so romantic, much more so than she could imagine the Ben she knew now being; dates on the Empire State Building, crafting jewelry for her from Diamondhead shards, apparently honeymooning on a planet where the mountains were made of diamonds? Gwen placed her hand against her forehead as she suddenly realized all the heat had flushed her face just thinking about receiving such gestures from any man, let alone the doofus.

As she turned and shuffled out of the closet, back into the dark corridor which seemed even darker now as her eyes adjusted, she couldn't help but feel saddened by the fact that, to get so far into his heroic career, to be the hero she knew the world desperately needed him to be, Ben would have to first face some of the most brutal trials she'd ever read as a leader and as a man.

Omnitrix City; Tennyson Tower; December 24th, 2025; 1:04AM.

Meanwhile, as Gwen was busy peering into the future, Ben had left the virtual training room, making his way down the corridor he remembered entering from earlier, he wouldn't actually realize he had an eidetic memory until middle-school. He approached the command-center where Rook and Lucy were all geared up by the holodeck, strapping some hardware to their belts as it seemed they were getting ready for a mission of some-sort. The one thing they noticed about him when he walked in was that he wasn't wearing his regular white t-shirt with the black trim. He was instead wearing a shirt identical to the one his future-self was wearing, only sized to fit his build. It was obvious that the shirt he'd arrived in had been covered in blood and burnt at the right-shoulder blade so, he would naturally need a new one.

Cooper was sitting in his integrated desk-chair, wearing a crimson Santa-hat with a white puffball at the end over his blonde head of messy shoulder-length hair, his longtime girlfriend Julie Yamamoto was sitting on the edge of his desk watching the same holo-screen floating in front of them. They were watching a live-feed from Egypt where Ben was disguised as Albedo, stalling Eon's attention while another team infiltrated his flagship. "Look who's awake," Cooper spoke up, prompting the young Ben to turn and face him, "How's the shoulder?"

"Good as new, I guess," he responded, throwing his free hand over his shoulder, caressing it a bit as Julie posed a valid question.

"Are you having trouble sleeping?" she asked as she slid off the edge of her boyfriend's desk, kneeling slightly to look over the boy who allowed her to check his temperature with her hand over his forehead, "You don't have a fever so that's good," he half-heartedly swatted at her hand, walking passed her, and behind the desk to stand next to the technopathic-Overwatch, watching the mission unfold on the hologram.

"I'm fine, are you guys getting ready for something?" Ben glanced from the video-feed of the desert back to Rook and Lucy preparing themselves with the former prepping his proto-tool and the latter adjusting the setting on her plasma-rifle.

"Yup! I'm gonna rain down hell on our enemies!" Lucy responded from across the room with a sweet-innocent tone of voice, chuckling into a cute snort as she cocked-back the barrel which extended into a slightly larger one.

Rook sighed with a pleasant smile, "Please, my love, refrain from cursing when talking with children…" he couldn't help but remind her that despite their heroics and lack of perspective on what a normal life was like, the boy was still only ten-years-old.

"I wanna go too," Ben insisted with a serious tone, not even cracking a smile at Lucy and Rook's little banter, glaring at them as they seem pretty unsure, he turned his head to the side looking primarily at Cooper, who seemed to be the one in charge of deploying heroes into the field, especially when his future-self wasn't around.

Cooper leaned back in his chair, glancing back at the Egypt-mission feed, he slowly put his feet up on his desk, glancing at Julie as he made his decision, "I dunno, you like sand?"

"Coop…" Julie murmured his name with a drawn out emphasis, casting a playful judgement over his choice in levity during what was obviously something much more serious for the boy.

He tilted his head as he looked at her, "That's a serious question, there's a lot of sand," Cooper defended, shrugging his shoulders, "Alright, alright, I guess since Ben-" he cleared his throat quickly before continuing, "Since our Ben didn't seem to have much of an issue with it, although he was pretty preoccupied…" he trailed off as he closed his eyes, pretending to be in deep thought.

Suddenly, a burst of speed and wind rushed through the command-center as a blur of teal-blue and white came to a stop in front of the technopath's desk, firmly slamming down a glimmering emerald device in front of Cooper and the younger Ben. Speedyquick exploded in a flash of bright-blue energy returning Ben Twenty-Three Thousand to his human form, his hands on his hips, "Potis Altaire secured, it's time for phase two, is Albedo in place?"

Cooper broke his almost mesmerized gaze from the ancient relic in front of him, turning his attention back to the screens which tracked his teammates movements, "Albedo is aboard the Lux Eternia with Benji, he's making his move on the gene-bomb now."

Young Ben couldn't help but feel incredibly impressed, this team was strategic, calculating, and resourceful, more so than his little trio with Gwen and Grandpa had ever been throughout his summer vacation. Twenty-Three turned around and clapped his hands towards Lucy and Rook, snapping Ben from his enamor, "Are you guys ready to go? We're on in five," the alternate hero of heroes spoke more like a business mogul or movie director than the other versions of himself had, it was definitely indicative of how he grew up in his reality.

Ben looked directly into Cooper's eyes who noticed this, returning his gaze with an expression of approval.

Egypt; Giza; December 23rd, 2025; 7:04PM.

"You didn't really think you could outsmart me twice, did you? I mean maybe one of me but, four of me? Not a chance," Albedo reached up and pulled two-crimson contact lenses out of his eyes, revealing bright emerald pupils hidden behind them; tossing them aside, he pulled on the hem of his shirt, removing the crimson-black garment, revealing Ben Tennyson's traditional black-and-white form-fitting tee hidden beneath.

"It's been the child this entire time!" Vilgax shouted in a menacing growl, stomping his metallic-foot into the sand out of frustration; he glared his twin-blasts of crimson lasers at the hero who stood unflinchingly as the beams clashed against a pink mana-shield which Sunny effortlessly threw up between them.

The furious war-lord growled as the shield refused to waver under the might of his heat-vision, ceasing his attack instead as crimson-smoke trailed up from his eyes; Eon spoke up with an aggravated tone, "I can see that, you fool! But, if he's here than where is-" his eyes widened beneath the silhouette of his helmet, "Kill them!" he ordered in a shout as the wicked time-lord turned around, tossing a bright toxic-purple energy into the air casually which formed a vortex allowing Eon to step through casually.

Sunny's eyes widened, gasping as she darted off the ground with so much strength in her legs that she dispersed a large pocket of sand beneath her feet and cratered the stone underneath; the sheer speed of her launch burned the sand and left a molten-glass streak in her wake as she flew after Eon, passing through the vortex as it closed within the span of a picosecond.

"Should I go after them?" Gwendolyn looked up into her husband's eyes as he kept one arm wrapped firmly around her waist, using the other to throw his crimson-shirt he used as his disguise into the sand.

Ben shook his head, keeping his stare directed into Vilgax's menacing glare, "Nah, she knows what she's doing," he responded, watching as his arch-nemesis used his sharpened claws to tap some kind of command into his gauntlet. Without any other warning, a deep-purple teleportation beam summoned another few dozen drones and bipedal androids, along with yet another familiar face.

"I-Is… Is that Kevin?" Ben loosened his grip around his wife's waist a bit as he narrowed his eyes despite knowing he didn't need to with his enhanced vision, using his free hand to shade his vision from the setting sun.

"Could be an alternate-counterpart, Vilgax too…" Gwendolyn pointed out, she attempted to sense the aura of this new opponent, finding that he felt nothing like the Kevin Levin she'd known. His mental state was also off but, she couldn't quite put her finger on how, after all she wasn't a telepath, just an empath.

Ben blinked once or twice, glancing back to Vilgax for a moment, really looking into his eyes, even from that distance, he could tell, "Nope, Eon must have plucked them from different places because that's definitely the Vilgax that's tormented me my entire life," he sighed as his free hand dropped to his side, tightening his fist, "It could be time travel again, it is a time war."

Gwendolyn noticed his hesitation and frustration, never truly being rid of his monster; she looked back up into his matching emerald eyes once again, "Should we do the thing?" she asked.

"Not yet…" he insisted calmly.

The familiar man that was teleported onto the sand juxtaposed to Vilgax wore all black sleeveless armor, long onyx-black straight hair, and perpendicular lines scarred onto his chin as one of his most distinctive features. He lowered his head though he kept his posture straight, allowing his hair and arms to dangle, obscuring his face in his hair, "Well, if it isn't my good 'ol pal, Benjii…" though this slightly confused Ben at first, he quickly realized this version of Kevin was unaware of the Excalitrix wielding 'Benji' who was now a member of their team, and was just taunting him, "Or should I say, Ben Ten Thousand?" he seemed genuinely shocked that his old rival had managed to become a real hero.

"Gotta grow up sometime, Kev!" Ben shouted back, even using one hand to cup around his mouth as to project his voice, leaving the other to keep Gwendolyn close to his side.

This alternate version of Kevin chuckled loudly, before eventually laughing out-right manically, swinging his head back as his hair finally swung out of his face, "Oh! I did some growing up alright! After I killed you when we were kids, I was thrown into the Null Void for twenty-years," the Osmosion was wielding a dangerous unhinged smile which had been obscured by his hair before, he was also talking with an erratic tone of voice.

Gwendolyn pointed out to him with her index finger, frowning at him with an unamused expression, "You did that to yourself, Kevin!"

"Maybe, maybe…" his smile never faded as he trailed off, wide and unstable in nature, "But, it probably wasn't a good idea, ya know, leaving me alone for two decades… with all that alien-DNA to absorb," it was clear to them as soon as he said this that he had lost all mental stability long ago but, just incase they weren't sure, he proceeded to demonstrate his ability to morph into a massive amalgam of Ben's thousands of aliens, with only the most powerful being visibly prominent in the mix-match creature he transformed into, "Ben Ten Thousand? Meet Kevin Eleven Thousand!" the skull of a To'kustar, including the large fin which pultruded from the base, engulfed in thick-crimson flames which spread across his torso made almost entirely of Pyronite-rock aside from the singular large eye which opened up in the center of his abdomen. His right arm grew, along with the rest of his body, into a single massive tentacle made entirely out of Heatblast's plasma, slamming against the desert floor as he transformed. Kevin's left arm bulked up into that of a Vaxasaurian's with sharpened Tetramand quills across the forearm and a black tentacle protruding from the elbow. The tentacle has a green circuit-like pattern similar to Upgrade's skin, and blue stripes near the tip echoing XLR8's tail. Two additional arms sprouted beneath his primary set as the mutation continued, one arm was sporting bright-orange fur as well as a singular claw extending from the knuckle, while the other arm was reptilian with fish-like scales wielding the sharpened claws from a Piscciss Volann.

Gwendolyn and Ben lifted their heads slowly as they followed Kevin's transformation, within seconds the man was over forty-feet tall with tendrils and tentacles slashing at the air, kicking up large clouds of sand. The manic Osmosion roared with a powerful Sonorosion scream sending shockwaves into the sky for intimidation. The former lifted her face mask above her nose and mouth to keep from getting sand in her mouth, glancing to her husband once again, "Do the thing?" she muttered, slapping his arm but, not taking her eyes off the mutated enemy.

Ben chuckled, staring up at the giant mutation, never truly seeing the limit of the offensive potential in Kevin's absorption abilities but, only because he completely lost his grasp on sanity once he used them, "Yea, okay," he gulped, pressing his finger to his ear, pressing against the communication device embedded like a headphone, "Cooper, now!"

Using the teleportation system developed by the technopath, a bright beam of blue energy struck Tennyson Tower from the sky, streaking across the sky at many times the speed of light completely imperceptible to the people below. Within a second, Rook, Lucy, Twenty-Three, and the Younger Ben appeared to be materialized in a flash of blue light, standing juxtaposed to one another in a line facing the enemy.

Gwendolyn glanced from right to left ensuring that everyone had arrived as planned, finding even the ten-year-old version of her husband had joined them surprisingly, "Looks like we've got a full house."

"Yep, it's about that time again," Ben stretched his back and neck, his wife hearing some audible cracks as he stepped slightly closer.

As the scorching desert sun beat down upon them, casting long shadows across the sandy landscape, Ben and Gwendolyn stood facing each other, their eyes filled with a mixture of determination and love. The air crackled with tension, the impending battle looming before them like a dark cloud on the horizon. With a gentle yet urgent pull, Ben drew Gwendolyn into his embrace, wrapping his arms around her slender frame. Their bodies pressed together, their heartbeats synchronizing in a rhythm that seemed to echo the pulse of the desert sun itself. Their lips met in a final, tender kiss, a bittersweet symphony of passion. In that fleeting moment, time seemed to stand still, the world around them fading into insignificance as they poured all their love and longing into the embrace.

Ben's younger-self saw this, wincing at the sight, he wasn't sure how he could ever do something like that to any girl in public, especially right before an epic battle like this one.

The kiss spoke volumes, conveying unspoken promises, unyielding devotion, and the silent understanding of the dangers that lay ahead. It was a moment etched in their memories, a whispered prayer amidst the chaos of war. As they reluctantly parted, their eyes locked in a shared gaze filled with unspoken emotions. With one last lingering touch, Ben reluctantly released Gwendolyn from his embrace, each step towards the battlefield heavy with the weight of uncertainty and the hope of a future reunion.

Gwendolyn stepped away, giving her husband a wink as she flipped her teal hood over her pixie-cut hair, glaring out at the enemy through her auburn bangs, she nonchalantly strode from her spot next to her husband toward the still roaring beast. As she walked slowly, she held her hand out straight to her right side, with a shimmer of bright-teal sparkles between her fingers, she summoned the Staff of Ages which she twirled casually. Using the momentum from her staff-spin, she slammed the blunt-end against the stone-floor igniting the feathered-skull ablaze with turquoise mana-flames billowing from its hollow eye-sockets, "Cavea Bestia!" she shouted in unison with her staff hitting the ground, before swinging it through the air at the mutated enemy, suddenly a massive energy cage sprouted from beneath the sand on all sides of Kevin's massive body surrounding him.

Ben pointed out at Vilgax with a determined scowl, he shouted, "It's Hero Time!" signaling the rest of the heroes at his side to charge the enemy; all three Bens then transformed simultaneously with aqua-blue and neon-emerald explosions of colored Omni-Energy consuming them, transforming them in unison. Ben transformed into Loadstar, a bipedal alien made entirely of black ferromagnetic metals with yellow pigmentations over the arms which led to pincer like appendages, his large shoulder-blades projected the magnetic field that floated the alien's metallic-head between them. Ben Twenty-Three Thousand changed into a white-blue-gold color schemed Necrofrigian which he dubbed FreezeGhost, and lastly, the youngest Omnitrix wielder present transformed into his go-to at the time, Fourarms. At first Ben hadn't noticed his younger-self was present or was at least trying not to worry about it but, he certainly noticed the boy when he saw the shirt he was wearing which reflected off his transformation. The ten-year-old Fourarms was sporting a tight black t-shirt with white-trim instead of the exact opposite, though he noticed it, he didn't have time to address his past.

Loadstar shouted with a slightly electronic-battle-cry, sprinting himself through the sand as the younger Fourarms watched nervously, wasn't completely sure who exactly he should be fighting but, before he could really worry, he was being pelted with crimson energy-blasts from the bipedal droids. Fourarms blocked his head with his forearm's thick-hide but, he was still being pushed back through the sand. He growled under his breath, stomped his foot, and swung all four of his arms in front of him with a tremendous thunder-clap unleashing a ferocious shockwave that shredded several incoming drones, knocking even more off course, scrambling their guidance-systems. This gave Fourarms the advantage in striking his crimson-fists through their metallic hull with single punches, tossing them aside like broken toys one by one before continuing to the next. Their programming prompted them to collect around and swarm the only enemy on the field destroying their forces.

Meanwhile, Vilgax narrowed his eyes, glaring at Loadstar as he sprinted alongside FreezeGhost who flew about ten-feet off the ground toward him; their target was the revived-tyrant, figuring the other's would be able to manage a mindless Kevin and the automated attack drones by themselves. Vilgax noticed this and responded in-kind by charging forth toward his enemies with his bulky cybernetic arms reeling back for a punch. Loadstar stopped in his tracks, his feet sliding across the sand for a brief moment, unleashing his magnokinesis onto the mostly cybernetic war-lord, though he was unsuccessful as somehow he couldn't sense an ounce of metal on Vilgax's body, "What?!" he managed to gulp out before having his metallic head struck from its magnetic field, leaving his body's proximity as the silver-skull flew through the air, embedding itself into the side of one of the Great Pyramid's limestone blocks behind them.

"Foolish welp! My armor is made entirely of a space-age polymer designed to negate magnetism, none of your petty tricks will work on me, ever again!" Vilgax announced with his raspy growling voice, his eyes widened as suddenly, the war lord was about to continue his attack when he was encased in a massive block of ice curving upwards. FreezeGhost floated through his chest and into the air above the frozen Chimera-Sui, exhaling even more cryogenic wind onto the block to keep it cool even in the middle of a hot desert. Loadstar exploded with a shimmer of emerald-light, emerging as Artiguana, a four-foot arctic-blue lizard which unleashed a flurry of ice from between his scaly teeth atop Vilgax aiding his counterpart in trapping the tyrant.

"Eradiko!" Gwendolyn floated in the air above Kevin Eleven Thousand firing a bright-golden beam of pyrokinetic energy laced with violent neon-blue electricity surging from the electrokinetic charm embedded on her sleeve; the mutated beast didn't seem phased by it though even as the beam struck against his flaming-skull. Kevin turned to look up into the sky at her, loosening his jaw and unleashing powerful shockwaves from what appeared to be a combination of EchoEcho and Blitzwolfer's individual sonic-shouts. Gwendolyn threw up a golden sphere of energy around her body, shielding herself from the attack but, still being knocked out of the sky by the force, dispersing the shield as she toppled towards the sand.

On the ground, Rook and Lucy open fired on Kevin from below, using their blasters to riddle him with plasma-bullets that he also didn't feel; one of his tentacles came flying down towards them, using their training and instincts to leap in opposing directions, avoiding being crushed. Lucy used her Lenopan agility, stretching through the air where she splat against the tentacle, reforming into her humanoid state, and riding it back up towards the enemies head. The tentacle whipped around to get her off but, she only let go when she was in the right position to springboard up into the air hundreds of feet above Kevin. As gravity took over, she nosedived back toward the top of the enemies head, reeling her right arm back and morphing it into a ten-foot, rock-solid, sledgehammer which slammed into the back of Kevin's flaming To'kustar skull causing a booming roar of pain to come from the beast.

Meanwhile, a ten-year-old Kinceleran dashed through the sand at high speeds avoiding the flailing tentacles slashing about and catching a still disoriented Gwendolyn seconds before she hit the ground, "Ben?" she muttered, holding the top of her head for a second, her ears still ringing loudly.

XLR8 skated to a stop in the sand, glancing back at the two ice-powered heroes trying to keep Vilgax pinned, Gwendolyn hopped out of his arms and nodded to him with a slight smile before he dashed back towards the war-lord, most of the drones had already been dispatched with leaving him free to help his future-self. Gwendolyn quickly launched herself into the sky, flying around the airspace above Kevin as she gave deep consideration to her next move.

Artiguana and FreezeGhost continued to unleash currents of arctic-energy, layering sheets of ice atop his cybernetic form, the latter spoke up, "How long do we have to do this?" his raspy voice, asked with drawn out breaths.

Artiguana ceased his attack as well, ice-blue mist trailing from between his lips, "Uhhh… I don't know… as long as it takes," he immediately resumed firing his cryogenic energy at the war-lord though, it didn't seem to be working as well anymore as now cracks began to run through the ice slowly and ominously like something were struggling to breath free from within.

XLR8 dashed in between them, transforming into a ten-year-old Artiguana to match his future-self, immediately unleashing his own torrent of ice atop the enemy still struggling to break free, suddenly two bright crimson lights shun through the ice. It was pointless now. The iceberg encased around Vilgax exploded with immense raw physical strength, firing twin-beams of heat at the ground between three shapeshifters, the resulting explosion sent them flying apart from the force.

Ben instantly used his Master Control to activate his evolutionary function, sending waves of powerful genetic-energy over Artiguana's body causing an increase in size as his body gained more bulk, and he formed what appeared to be dark-green armor. He has three growths dangling from his chin, and his fangs are now sticking up out of the bottom jaw. He grew ice covering sections of his back, with large emerald armored cannons sticking out from his shoulder-blades. There are also small ice growths on his arms. The black markings on his face have changed, no longer connecting to his eyes and instead move upward between his glowing neon-emerald eyes and end in small hook-like curves facing inwards. Ultimate Artiguana matched Vilgax's next heat-vision assault with beams from his large cannon-like apparatus' over his shoulders; the resulting connection of extreme cold and hot created a thick smokescreen of vapor.

Twenty-Three Thousand transformed mid-air as well into a Thep-Khufan which greatly resembled the ancient Egyptian ritual where human's mummified themselves in bandages after death; this form dubbed Bandage-Guy sported a golden-headpiece with aqua-blue trim. He was in awe at the power of the evolutionary function having not used one himself since he was a teenager, "Wow, I had monsterizer forms for a while too!" he was slightly jealous but, didn't allow this to deter him. Opening up his wrapped-torso revealed a misshapen block of a natural, purple-colored ore called Corrodium which Bandage-Guy channeled into a beam of violent magenta radiation which struck Vilgax in the shoulder, throwing him off balance slightly as he was forced to duck out of the way of Ultimate Artiguana's attack which generated a large wall of ice-shards in his place.

The ten-year-old Artiguana was shocked to see the power of the evolutionary function as well, he never knew his future-self could make his base transformations even more powerful with even stronger forms, it was clear he was the strongest one present by far. Transforming into Heatblast this time, the young hero was still unsure if he could help against an even stronger version of the enemy he had never actually bested in combat. Especially considering this version of our hero hadn't been to Xenon yet nor faced the Omnitrix's self-destruction, so each time he'd beaten his obviously-much-weaker Vilgax, it had been with Grandpa and Gwen's help.

Vilgax stomped toward the heroes with a menacing glare of villainous determination, Heatblast responded by unleashing a furious wave of orange-flames which passed right over the Chimera-Sui-Generis as he plowed through the attack, back handing the young Pyronite out of the way as he stampeded toward Ultimate Artiguana who detonated in a flash of bright-green light, emerging as a white-metallic-knight adorned with canisters of swirling emerald-nuclear energy locked around his forearms. Trails of neon-green energy followed Atomix's movements as he flew through the air towards Vilgax who reeled back his clawed-fist. Atomix also reeled his own hand back, balling up his metallic-armored fingers, he and Vilgax stomped into each other's close quarters where the former managed to dip his head to the left, barely avoiding the villains strike, and giving him the opportunity to shatter his opponents respirator with a vicious nuclear powered uppercut. The collision of Atomix's fist against Vilgax's face echoed like thunder across the open desert sand, an explosion surrounded them as a result of the force; detonating around them both like a ten-kiloton hydrogen bomb.

The sudden eruption of a nearby nuclear explosion shattered the relative calm of the battlefield. Being nearly knocked unconscious in one casual strike, Heatblast had reverted back to his human form where the young-boy crawled through the sand, trying to get back to his feet. Ben, only ten years old and unaccustomed to the horrors of war, felt a wave of terror wash over him as the deafening roar engulfed everything in its path. The sand trembled beneath his feet, and the air was thick with smoke and sand. It was a sound unlike anything he had ever heard before, a terrifying symphony of destruction that left him shaken to the core. In that moment, Ben realized the true horror of the conflict unfolding around him, and he prayed silently for the madness to end.

Vilgax flew from the smoke of the explosion, generated by Atomix's uppercut, into the air where Twenty-Three Thousand figured he would tag in, transforming into FishKite with a flash of aqua-blue energy; he rocketed up into the sky until he was floating far above the Chimera-Sui. He darted straight up into the stratosphere before rounding back and heading back down directly for Vilgax, transforming once again mid-flight this time into his version of Cannonbolt dubbed Rollaway who shifted into his spherical form, allowing gravity to do the majority of the work. Rollaway collided with his opponent at just over Mach six, returning to the Earth with Vilgax in tow as a flaming asteroid, forming a large crater in the sand a few hundred feet away. The cloud of sand was too thick for Atomix to see the result so, he transformed into XLR8 and dashed off towards the continuing battle.

Gwendolyn clapped her hands together summoning a massive Bezelian seal beneath Kevin Eleven Thousand's flailing body, she was still forced to maneuver through the air above him as he attempted to strike her out of the sky with his tentacles; her eyes peaking out of her mask and hood became encompassed with teal-blue light as trails of energy wisped above her face from her glowing-eyes.

"Remittite Bestiam, Unde Venit Irritum Vacuum!" her voice echoed with a mighty authority, the golden-seal of energy beneath the mutated enemy spun rapidly as it opened up into another dimension.

Lucy leaped back with her incredible agility, landing behind Kevin while Rook sprinted across the sand towards the young-Ben who was frozen, paralyzed completely in fear. He'd fought bank robbers, alien mercenaries, and more mutated freaks than he could count but, this? This was getting to be too much, his ears were ringing loudly from the explosions, his chest was tight from the blow Heatblast took when Vilgax backhanded him. He took a step back but, tripped on the sand landing on his rear.

Rook had seen it coming though, he could calculate where it would land, the frightened boy watched as one of Kevin's many sharpened tendrils was headed right for him as the beast flailed mindlessly on his way down into the portal Gwendolyn had summoned. The Plumber Agent couldn't think of anything other than the day he received his badge and swore his oath into the corp. When he swore to protect the innocent and uphold the law wherever he went, all those years studying, training, it was all for a moment like this, and he was kicking himself realizing that none of those books mattered. It was all for this; it was all for this.

The tendril slashed it's way down at Ben who closed his eyes and turned his head, awaiting his fate when, suddenly, he heard something stop it in its tracks. It was solid but, it sounded wet as something dripped down in front of the boys feet, dying instantly in the sand. He creaked his eyes opened slowly and was horrified at the sight in front of him, tears instinctively formed in the boys eyes as the tendril had stabbed through Rook's armor, his chest, and pultruded from the other side slicked in his blue Revonahgander blood.

"ROOK!" Lucy saw this happen from the other side of the battlefield and had no control over the bloodcurdling scream of utter horror that shrieked across the desert to all fighters present, prompting even Vilgax to glance in their direction for a brief moment. It was just one word but, the shout she screamed was still one of nightmares.

"No!" Gwendolyn shouted, manifesting a massive plate of solid yellow-energy in the form of a Bezelian-seal, thrusting her arms downward forcing the plate down on Kevin's head, slamming him through the portal entirely as the tendril piercing Rook's chest flew out leaving the body behind as the monstrosity disappeared through the hole in space.

Rook collapsed onto his back, sputtering blood from his lips uncontrollably, Lucy was still in shock without the strength to move her legs; Ben was the only one close enough to step forward, dropping to his knees as Rook reached his hand up, taking one of the boy's hands into his, and clasping it tightly, "Tell… her…" he muttered, the bright-blue liquid slicking his teeth as he spoke, suddenly Ben felt something in his hand, something left there by Rook.

"No, man, y-you can tell her yourself, wait, who's her?!" Ben asked urgently but, Rook couldn't answer, he choked one last time on his own breath before his eyes wandered upwards, staring at the sky with nothing left. Ben shook the body slightly, "Who's her?!" he shouted with a crack in his prepubescent voice, tears streaming down his face, he gently pulled back as Gwendolyn landed right beside them.

She leaned down, feeling Rook's wrist for a pulse but, her expression told the boy that it was too late for that, using her fingers to close his eyes, so he could finally rest. She glanced up at Ben who was staring down into his cupped hands, now slicked in blue-liquid, he was just sobbing and staring, "What did he give you?"

He held out his arm, opening his hand to reveal a diamond-engagement ring with an inscription on the inner golden-band, 'R+L.' Gwendolyn gasped slightly, placing her hand over her mouth, she reached out and took the ring to look closely at it, "Oh… no…" her eyes closed and she put her head down, slightly ashamed that she couldn't save her friend.

Meanwhile, Vilgax had recovered from the two alternate Ben Tennyson's assault and was now facing off against Atomix alongside Twenty-Three's version of Chromastone which he dubbed Shiny-Stone. The tyrant ducked under a blast of emerald nuclear energy which struck Shiny-Stone in the chest allowing his crystal body to absorb the blast, redirecting it into Vilgax's upper back which knocked him forward giving Atomix the opening to right-hook him in the tentacle-covered chin.

Vilgax doubled back with a mechanized left-straight punch which was caught by Atomix struggling against the villains raw strength; Siny-Stone charged up the energy within his reserves and unleashed it onto the tyrant's back once again only this time he was standing a few feet too close. He pushed Atomix back just enough to gain the leverage needed to backhand Shiny-Stone through the air, landing a few hundred feet from the fight, slightly disoriented.

As Atomix was about to continue the battle both he and his opponent were distracted by a high-pitched shriek of horror prompting even the villain to look in the direction of the rest of the battle. Ben saw the tendril piercing through one of his friend and teammate's torso, and from his perspective he also saw his younger-self terrified at the foot of the attack. It was clear exactly what had happened and this realization caused Ben's rage to snap suddenly. Atomix didn't have a faceplate or expression but, he certainly felt the emotion of utter-rage and sorry coagulating together to form a shameful vengeance surging through him.

Atomix exploded suddenly in a flash of emerald-light, transforming directly into Ultimate WayBig, towering over the Great Pyramids as if he were an ordinary human standing over an ant-hill. Luckily, the two Ben's had inadvertently drawn the battle away from the others, giving the evolved To'kustar the space he needed to take out his rage.

As the sun dipped below the horizon, casting the desert battlefield in a fiery orange glow, Ben's transformation into Ultimate WayBig sent shockwaves through the already chaotic scene. Towering over the sands, his massive form radiated power and fury, his eyes ablaze with righteous anger and emerald energy at the loss of his dear friend. With a primal roar that echoed across the dunes, Ultimate WayBig unleashed his wrath upon the remaining enemies. Each thunderous step sent tremors through the earth, while his colossal fists crashed down with the force of a meteor shower, pulverizing anything in their path. The air crackled with energy as Ben channeled his rage into each bone-shaking blow, his towering figure a beacon of vengeance amidst the chaos of battle. The desert landscape trembled beneath his might, the very sand seeming to cower in fear before him. In the fading light of the sunset, WayBig became a titan of retribution, a symbol of defiance against the darkness that threatened to consume them all. And as he unleashed his fury upon the enemy ranks, his determination burned brighter than ever, fueled by the memory of his fallen comrade and the unyielding resolve to emerge victorious from the crucible of war.

Gwendolyn stood up and pulled the sobbing ten-year-old close as he still couldn't take his eyes off the now dead-body of the man who saved his life, burying his face in her lower-abdomen, he wiped his tears into her armored cloak which, considering the timing, she didn't mind.

Lucy came running after a few minutes, sliding in the sand at Rook's side but, it was far too late to say goodbye, the tears streamed down her face as she looked slowly up at the scene Gwendolyn was staring at. Ben Twenty-Three Thousand sped to a halt before them as Speedyquick, transforming back into his human form, still in awe at the amount of power held in his counterpart's hand. They all stopped to watch, a god's fury.

Ultimate WayBig knelt down, punching the ground where sand had long since been dispersed, the body of Vilgax had been shredded down to scrap and bloody smears across the sand but, the powerful fists didn't stop still. The ground shook beneath their feet with every collision, and while it made her feel slightly less helpless, it didn't help Lucy's utter dread in her heart as she clutched Rook's hand with everything she had, sobbing over his body.

She was distracted when Ben's younger-self tapped her on the shoulder, he wasn't entirely sure if she was the one he was talking about in his seconds before death but, he had seen them together, and the way they acted, plus her name fit the inscription. Lucy glanced over, still sobbing as Ben opened his bloody hand in front of her, revealing the engagement-ring still slicked in blue-liquid, "H-He… he wanted me to give this to you… I-I think…" her expression furrowed into one of utter pain, the type of hurt that scars the very soul, wounding more than any weapon or blade ever could.

Sunny, Albedo, and Benji suddenly appeared beside them in a flash of hot-pink light; the latter's first thought was to inform Gwendolyn of their progress, "We've dealt with the gene-bomb, now we just-" he was cut off by the shockwaves from Ben's continuing punches, seeing Ultimate Way Big a few thousand feet away, doing far more damage to one single spot than was necessary.

Sunny gasped suddenly, tucking her glowing mane of hair into Albedo's shoulder as all three of them glanced down at the corpse of their friend; he glanced up at the obviously hurting hero who wouldn't stop striking the ground uncontrollably. If he were to let any more of his restraint go, his strikes would crack the entire planet apart.

He nodded at Gwendolyn who nodded back, proceeding to float off her feet, levitating through the sky until she was floating right in front of the titan. Once he noticed her, he stopped with his consistent punches into the sand, huffing his breath deeply as he fell to his knees, the god wept with his head down in shame. Gwendolyn floated closer but, he refused to look up at her in the midst of his self-loathing so, she got as close as she could, slapping her entire hand atop the massive hourglass symbol that was easily ten-times her size. The resulting explosion of emerald light left Ben Ten Thousand, hero of heroes, on his knees in the sand, tears streaming down his cheeks.

He was comforted only by his wife floating down, landing next to him, and wrapping her arms around his neck from behind, lying her head on his shoulder, as she caressed his back allowing him to get all of his crying out.

Read, Review, Follow, Favorite.