The sounds of gentle footsteps echoed through a black and empty void.

Stepping into view was a Caucasian man who appeared to be in his mid-forties. His eyes were a light blue and his black hair was cut short. His attire consisted of a pair of brown shoes, black pants, a white dress shirt with a brown vest and a white lab coat over it as a pair of safety goggles hung around his neck. Overall, his appearance practically screamed 'scientist'.

The man continued to nonchalantly walk forward in the empty space. How he was able to accomplish such a feat with no solid ground or air was a mystery indeed. However, this certain individual naturally was full of mysteries and contradictions.

The man stopped and smiled wryly. "There's always more to reality than one imagines."

Out of nowhere, a glowing green line materialized in front of the man and shot upward. The line suddenly split apart and branched off into dozens, then hundreds, and then thousands of different, interconnected branches – strongly resembling a great tree.

"Time. Space." More glowing branch structures making up the colors of the rainbow materialized around him. "It's more than a linear path. On the contrary, it's a matrix…of endless possibilities."

Even though the forest of tree-manifestations looked separate at first glance, they were connected by the roots – forming a vast intricate labyrinth that continued to rapidly grow and fill the void. It was almost reminiscent of a neural network. The man casually walked through the multi-colored web that surrounded him as if it wasn't there. If one looked closely at the lines, they would see windows into alternate worlds with different characters and events transpiring.

"Where single choices and events can branch off to create infinite, new realities… alternate worlds then the ones you are familiar with."

The scientist stopped in front of the green tree that originally spawned the vast, multi-colored web. "I am the Time-Walker, Professor Paradox. I have complete knowledge of the Space-Time Continuum, and I will be your guide through this vast omniverse."

Paradox pulled out a golden pocket watch from his coat with his right hand. "Come. Let us ponder the age-old question… What If?"


Ben 10: What If…?

What if… Ben had not given up on Alien X?

1


"What you see around me," Professor Paradox gestured to the endless multi-colored network encompassing him, "is a visual representation of the omniverse. Across its endless branches you'll find universes that are identical, save for the slightest detail, while others are so radically different that many cannot even begin to comprehend them – unless, of course, you're me." He smiled slyly.

"Some of these universes contain characters and stories you may already be familiar with."

Visual panels of the Justice League, Avengers, Generator Rex, Dragon Ball, Naruto, One Piece, Fairy Tail, Bleach, My Hero Academia, RWBY, and many other fictious shows and books (from our reality) materialized by the hundreds of thousands across sections of branches. "Along with many others you don't know. However, we're not here to discuss them. Rather, we will focus on one particular tree of realities in this omniverse."

Without warning, the vast network of rainbow-colored lines dissipated and left only one green, tree-like structure. "This set of realities is special to me. Not only are they alternates of my home universe," He gestured at the tree's trunk, "but they are also the homes of a few friends of mine."

Visual panels of Ben, Gwen, and Kevin appeared. "Young Ben and Gwen Tennyson and Kevin Levin. These three have made significant contributions to maintaining peace across their respective realities… for the most part. This trio and their respective allies and enemies are who we will focus on."

Paradox paused to pull out a brown paper bag from his coat, popping a gumball into his mouth to chew. "Hmm, forgive me if I'm boring you. I understand that I may have already explained something along these lines in the past. I believe I explained it as Cross-Time – parallel universes with different histories. For example, there are different ways young Ben grew up to become the great hero Ben 10,000."

Different visual panels appeared across the green tree, consisting of: Ben 10,000 in a black shirt with a bulky Omnitrix (Classic series), Ben 10,000 fighting with the Ultimatrix symbol on his chest (Alien Force/Ultimate Alien - UAF), and Ben 10,000 using two green bands on his arms to transform into fusion transformations (Omniverse).

"A world where Gwen found the Omnitrix. A world where Ben didn't have to destroy the Omnitrix to stop Vilgax. And a world where Albedo was stuck motionless as Alien X for over a year."

Rectangular screens of those three respective worlds appeared.

Gwen finding the Omnitrix in the pod as it jumped up and latched onto her wrist.

Teenage Ben tricking Vilgax into giving up the Omnitrix, stopping the Self-Destruct at the last second.

A Celestialsapien with red eyes hovering motionless in an empty warehouse.

"There are also worlds where young Ben finds himself transported to other realities across the omniverse… either by my intervention or circumstance."

More visual panels with Ben (mostly as a teenager) are displayed with him in the universes of the Justice League, Avengers, Fairy Tail, and My Hero Academia respectively.

The first two universes Ben was fighting alongside the respective superhero groups.

In the Fairy Tail world, Ben was sitting by a tree on a hill with a lovely scarlet-haired woman, both enjoying each other's company.

In the last panel, Ben was standing outside a large archway with the words "U.A." emblazoned on top – preparing to enter to take the school's Entrance Exam.

Paradox smiled. "These are merely a few examples of such realities." The screens then disappeared.

"You may already be familiar with the Prime universe and how certain events in its timeline played out." Paradox pointed to the larger trunk in the tree-like representation. This was the timeline for the Ben 10 series from Classic to Omniverse. "Our attention will be on these alternate realities."

Several branches from the massive green tree were highlighted as separate panels appeared along them displaying different characters doing various things.

"These realities branched directly off from the Prime timeline. Though they may look identical at first glance, the slightest changes can snowball to create drastically different histories. Think of it like the Butterfly Effect if you will." Paradox continued. "Let us start with this one."

One of the branches shone brightly as a larger panel appeared. Several scenes were played across it.

A dam breaking, water gushing out across a canyon – nearly drowning several humans and aliens in the process.

Ben transforming into a humanoid being with skin mirroring the night sky and three crest-horns on its head.

The being holding out its hand and unleashed a wave of white circles, instantly reversing all the damage to the dam – as if it had rewound time.

"We all may remember this moment. This is where Ben first transformed into the famous – or infamous - form, Alien X."

Several more scenes played out.

Alien X remaining motionless as Gwen and Kevin try to get his attention.

The group being teleported onto an Incursean warship with Emperor Milleous himself sitting on a throne.

Milleous firing the Conquest Ray, annihilating dwarf-planet Pluto as a warning.

SevenSeven and Attea overthrowing Milleous, and young Attea taking charge and possession of the Conquest Ray detonator – planning to destroy Earth as a show of force for her soon-to-be coronation.

"As all of this was playing out, young Ben was essentially helpless – trapped inside Alien X's Mind Space. After what seemed like hours of pointless discussion, he had had enough."

"Fine! I vote we save the Earth. Happy?" Bellicus relented in exasperation.

"NO!" Ben shouted angrily, causing Bellicus to frown in confusion. "Just let me out of here! I've got nine other guys who can do it better!"

"That's hurtful…" Serena sobbed.

Another set of scenes played out.

Just as Attea was about to push the big red button to eviscerate the Earth, Alien X suddenly transformed into Swampfire.

From there, the Methanosian easily defeated the guards and freed Gwen and Kevin from their cage. Before things escalated further, Milleous walked in with a blaster aimed directly at his daughter – taking back control and confiscating the Conquest Ray detonator. As a reward for helping reign in Attea, Emperor Milleous spared the Earth and teleported the Alien Force crew back to the Mr. Smoothy parking lot inside Kevin's car.

"Alien X is a complicated and divisive transformation. Even though he is indeed Ben's most powerful form, his very nature makes him nigh impossible to control. Hence why the vast majority of Ben Tennyson's don't bother to use him."

Two more scenes played out.

Alien X recreating the universe after it was destroyed by the Annihilargh.

Galactic Gladiator and Alien X brawling and destroying moons in their battle. The latter using some type of supermassive black hole to overwhelm and defeat the former.

Paradox continued. "Though Ben Prime would go on to gain a semblance of control over Alien X… it was never truly complete nor harmonious. Ben is a resourceful one no doubt, but without Bellicus and Serena's aid there's only so much he can do on his own…"

As the screens disappeared, Professor Paradox then reached into his coat to pull out his golden pocket watch. Pressing the button on the side, Paradox vanished in a blue flash and reappeared in the driver-side passenger seat in Kevin's car – his presence unnoticed by Ben, Gwen, and Kevin. It was nighttime and they were parked in the lot outside of Mr. Smoothy.

"Ben, what happened to you back there?" Gwen glanced back.

"Well, no way am I ever becoming Alien X again." Ben adamantly replied.

"Why not?" Kevin smirked. "When it was working, you kicked massive butt."

As Kevin cranked the car up, Ben turned to stare at his reflection in the window with a retrospective look. "Yeah… my most powerful transformation ever… but it isn't worth the price."

The trio remained blissfully unaware of the Time-Walker's presence. Being able to hide in unperceivable parallel dimensions did have its uses.

Gwen looked at her cousin in concern. "Do you wanna talk about it?"

"It's… how do I explain this." Ben paused to gather his words. "You know when I transform, I feel like I'm someone else but I'm still me, right?"

"Yeah?"

"Well, this was completely different." Ben frowned. "It wasn't just me in there…"

Paradox glanced down at his watch. "Ben would go on to spend the new few minutes explaining his time as Alien X and the specifics of his abilities."

Skipping ahead, Gwen and Kevin were momentarily speechless from Ben's explanation.

Kevin whistled. "Yeah… that's some drawback to all that power." He noted while making a right turn down a street. "So, if you can't agree on anything, you're basically stuck forever."

Gwen hummed in contemplation. "It doesn't sound like Alien X is anything like Ghostfreak. At least in terms of them being evil."

"Maybe not, but still… I was completely useless back there up till the very end. We were nearly too late to save the Earth." Ben lowered his head in shame. "I'm sorry, guys."

"Don't be. It wasn't your fault." Gwen reassured. "You did everything you could."

"Seriously, man. Don't stress about it." Kevin added. "We got enough problems as it is with the Highbreed still running around. Earth is safe. That's all that matters now, right?"

Ben nodded in agreement, but still felt a bit guilty.

"What do you plan to do about Alien X?" Gwen curiously asked.

The Omnitrix bearer cocked a brow. "I just told you. I'm never changing into him ever again."

"Too bad. Could've used a new coat hanger in my garage." Kevin joked.

Paradox turned to Gwen in the passenger seat, who was sporting a thoughtful expression. "In the original timeline, Gwen would hold her peace on this matter; however, here… she makes a different call."

"I dunno, Ben." The redhead looked back with a serious expression. "Are you sure that's a smart move?"

"There!" Time-Walker exclaimed excitedly. "That's the moment that created a new timeline."

"Gwen, I could've been trapped as Alien X forever! You weren't there… those two…" He pinched the bridge of his nose, exasperated. "They were so insufferable. All they cared about was holding pointless discussions while billions of lives were at stake. It's like none of it even mattered to them."

"I don't doubt that Ben… but maybe you shouldn't be so quick to give up on Alien X. Maybe, you just need a different approach to talking to Bellicus and Serena?" Gwen suggested.

"I dunno. I'm worried If I change into Alien X again, they could keep me trapped in there." Ben said worriedly.

"Sounds terrifying… for them." Kevin smirked.

"Ha-ha," Ben said sardonically.

"Just give it some thought, Ben." Gwen turned forward. "We're about to be at war. If there's any chance you can control Alien X, even a little, you should take it."

"It would sure make our jobs easier," Kevin commented.

Ben was silent and looked out the window retrospectively.

Paradox pressed the button on his watch. In a flash of blue, the scene transitioned to Ben walking into his bedroom. He took of his green jacket and tossed it on his chair, sitting on the edge of his bed. Exhaling through his nostrils, he stared at the carpet pensively.

'What should I do? Gwen's right that we're about to face off against the Highbreed at some point… and who knows what else.' He lamented. 'Should I really be limiting myself to nine aliens – especially if Alien X can just win? Or would I just be wasting time trying to convince those two to help with anything?'

Ben deeply sighed and rubbed his temples. Not even a smoothie could ease his thoughts now. "What do you think, grandpa?" He asked aloud. "What would you say in this situation?"

He falls back on the bed, closing his eyes to relax.

In a blue flash, the scene dissipated into a dark void with Paradox standing nonchalantly. "From there, things for a while would mostly play out the same to the original timeline."

Two screens appeared.

Ben and Reinrassic III working together to survive on the desert world, Turrawuste.

Ben, Gwen, Kevin, and Magister Prior Gilhil defeating Michael Morningstar (AKA Darkstar) in a secluded sawmill.

"After the incident with Darkstar, however, Ben began to seriously consider Gwen's words." Paradox said. "But he was keen enough to know he'd need to be prepared."

A new panel appeared.

Ben was walking through his school's library, collecting several books on a certain topic. Finding what needed, he walked up to the counter to check them out.

"The Art of Persuasion" by Bog Burg

"How to Win Friends and Influence People" by Dale Carnegie

"Controlling the Narrative: Guide to Mastering Persuasion" by William Harangue

"Critical Conversations for Dummies"

The scene then transitioned.

Ben was sitting at his desk in his room with a plate of Burger Shack chili fries close by as he was engrossed in one of the books titled "Critical Conversations for Dummies". Though most of these books were business-related, there was still good nuggets of information he could gain from them.

He paused to eat a few chili fries then quietly monologued with himself. "Hmm… 'the golden rule of critical conversations is to have a genuine desire to make the situation better.' Yeah, makes sense. 'Listen to all parties… Find a solution to fit everyone'. That'll be a challenge. Though it is more doable than Harangue's advice on 'stretching the truth when it suits your needs'. Doubt I could get away with lying to those two anyway."

Paradox smiled as the scene ended. "Though Ben normally doesn't live up to his full potential in academics, he understood that this particular matter was quite serious. Serious enough to suffer having to read several books he normally wouldn't."

Several different scenes played out on the visuals.

Ben reading multiple different sources on debate/negotiation.

Ben in his living room with Gwen and Julie, playing the role of moderator with the girls pretending to be on two different sides of various topics. Gwen and Julie were really getting into their respective characters by arguing with each other, causing Ben to comically rub his temples in frustration. They certainly weren't making it easy for him, nor could they.

"All of that leading up to this moment."


Ben, Gwen, and Kevin were standing in the latter's garage. The onyx-haired teen lowered the garage door to provide some privacy. He looked back as Ben and Gwen in the center of the room, the former starring at the Omnitrix.

"You sure you're ready Ben?" Gwen asked, mildly concerned. "If you think you need more time-"

Ben interrupted. "I've read every book on negotiation that I care to read, Gwen, and we've been practicing every chance we could for the last two months." He looked her in the eyes. "It's time. If not now, then when?"

Gwen nodded, seeing the determination in his green eyes. "Okay. If you're sure about this."

"And if playing moderator doesn't work out?" Kevin asked, walking up to them.

He shrugged. "Worst case scenario, I'll just make them change me back like I did last time. Not gonna lie, I'm taking a risk here." He lowered his head. "Please watch over me in the meantime."

"I wouldn't worry, Tennyson. If the info we found on Celestialsapiens is even half-right, you won't have to worry about anything hurting you." Kevin assured.

"I know. It's just… don't want to risk anyone like Morningstar getting their hands on his power." Ben mentioned.

Gwen was pleased that her cousin was taking this seriously and being cautious. "Don't worry. We got your back."

Ben smiled and nodded in appreciation. He turned his gaze to the Omnitrix and pressed the side-buttons, resulting in the core to pop up and a green-tinted hologram to appear. Turning the dial, he shuffled through his roster until he landed on his target.

Taking in a deep breath, he steeled himself. "Alright, guess this is it. Wish me luck."

"You can do this, Ben." Gwen smiled.

"Try not to accidentally blink us out of existence, will yah?" Kevin joked.

Rolling his eyes at Kevin's remark, Ben slapped down the core. In a brilliant flash of emerald, Ben's mortal human form transformed into an eternal, mysterious state of being, his power as vast as the universe itself and beyond.

As the light subsided, levitating a meter off the concrete was the celestial humanoid in all its glory. When he spoke, he did so with three voices. One was a deep, male voice, one was a gentle, feminine voice, and the third was Ben's voice.

"Alien X!"

Paradox looked on with one hand in his coat pocket. "I am unable to enter Alien X's Mind Space without being detected by Bellicus and Serena. Technically, I'm not supposed to go within 500 lightyears of any Celestialsapien. But… There's nothing preventing me from showing you this."

In a teal flash, another panel materialized into existence and displayed Ben floating in space in front of two giant green masks with empty eye sockets revealing only the empty space behind them. One had a gentle, feminine countenance while the other had a masculine, grouchy countenance.

"Ben Tennyson!" The feminine face, Serena, pleasantly said. "Motion to welcome our guest and hear him out?"

Bellicus narrowed his eyes at the teen, scowling. "Motion denied! Motion to ignore him for a thousand years, and at which point we set him on fire for a second thousand years?"

Ben lightly grimaced. 'Yeah…no surprise Bellicus is upset. Still, that's pretty extreme…'

"Bellicus, vengeance is not our way." Serena lightly reprimanded.

"Vengeance is absolutely my way!"

"I know he hurt your feelings when he abandoned us." Serena narrowed her eyes, a subtle hint of anger present. "He hurt mine too."

"Right… that's actually what I came to talk to you guys about. You see-"

"I don't care!" Bellicus snapped.

Serena looked to Ben apologetically. "We have to vote on it."

"Look, I know you guys are angry with me. I get it. I came just here to-"

"Oh, let me guess… is the Earth in danger again?" Bellicus said in a mocking tone.

"No, it's-"

"As I seem to recall you have 'nine other guys who can do it better'. Well, you can forget about asking for our help now or ever! So, why don't you just leave so we can resume deliberating in peace?" The Voice of Rage and Aggression demanded.

"Now you're being obstinate, dear." The Voice of Love and Compassion inserted.

"Am not."

"Are too."

"Am not!"

This back-and-forth continued as Ben shook his head in exasperation. 'Relax, Ben. Relax! Remember… we need to clear the air and quell any animosity between all of us before we can even think about having serious conversations.'

"Guys!" Ben spoke up. "Listen, I just wanted to-"

"Oh? You're still here?" Bellicus furrowed his brows. "We're not interested in anything you have to-"

"GUYS!" the Omnitrix bearer shouted in frustration. "I came here to say I'm sorry! OKAY!?"

Bellicus and Serena stopped, both turned to Ben with various gauges of surprise.

"Pardon?" Bellicus blinked. Did he hear that correctly?

"Look, I'm here to apologize." Sighing deeply, he rubbed his neck. "We… all got off on the wrong foot. So, I want to make amends."

"Oh, Ben. That's so thoughtful of you." Serena smiled.

Bellicus wasn't as moved. "Where's all this coming from? What's the catch?" He quirked a brow.

"No catch." He shook his head. "First, I wanted to thank you guys for agreeing to fix the dam. No telling what would've happened otherwise. Also…"

He let out a long exhale. "… I'm sorry if it seemed like I was being pushy before. With the Earth in danger and all, my patience was thin, and I wanted to act. I honestly should've transformed into Alien X sooner so I could get to know both of you. Again, I apologize for that, but at least try to understand the situation I was in at the time."

Needless to say, Bellicus and Serena were speechless. Out of all the Ben Tennysons' and Omnitrix users in the multiverse they had dealt with, this was the first time any of them had ever apologized to both of them… and was genuine.

"Well, I forgive you, Ben." Serena said happily.

"Hmph…" Bellicus huffed.

"Bellicus," He turned to the Voice of Rage and Aggression. "You actually agreed to save the Earth before I demanded you guys let me out."

"Only so you'd come off it." Bellicus grumbled. "We had an eternity's worth of unsettled business before you showed up, but you just kept going on-and-on about the 'saving the Earth'."

Ben nearly snarked back but caught himself. Getting into a shouting match wouldn't lead to anything fruitful. He needed to keep his temper in check.

"Well, even so, I wanted to thank you for at least agreeing back then." Ben replied.

Bellicus's eyes slightly widened. He was confused. Where was all this coming from?

"Today's your lucky day, guys. I have a proposition for both of you. Motion to hear me out?"

"A proposition? Ooh, sounds exciting." Serena said excitedly. "Seconded!"

"What?! Ergh… Motion carried." Bellicus begrudgingly stated.

Ben smiled, happy to have their undivided attention. He had spent several weeks putting a deal together and reviewed in with Gwen, Julie, and Kevin many times to work out the finer details. Now, it was time to propose it to the opposite personalities.

"You guys have been waiting like forever for a third voice to break the tie in your debates, hence why you didn't want to let me change back last time." Ben continued. "Well, I've given in some thought…and I'm willing to help you guys out and be that Voice of Reason you need."

Bellicus and Serena were stunned. All of Ben Tennysons' and Omnitrix users never wanted anything to do with them unless the universe or multiverse was in crisis. Now, this version was willing to take on the role as their Voice of Reason?

Before either personality could speak, Ben held out his hand. "BUT!" He spoke sternly. "With some conditions. I have a responsibility to my family, friends, and to the Earth. I can't stay as Alien X all the time. However, I am willing to reserve whatever time I can to help you resolve your debates. In exchange, whenever the Earth or universe is in danger, I want to count on you guys to help."

The voices of Rage and Love looked at each other, both mulling over the Omnitrix bearer's proposition. On the surface it sounded like a good deal, but…

"How much time?" Bellicus asked, quirking a brow ridge.

"Well, how about an hour every week?"

"Nonsense!" Rage and Aggression yelled. "That's not nearly enough."

"I am pleased to hear you wish to contribute to our deliberations, Ben, but… Bellicus raises a fair point." Serena gently added.

"Okay, how much time would be enough?"

From there, the three sides spent what seemed like hours deliberating back-and-forth on an acceptable timeframe. It took every fiber of Ben's being to maintain his composure, but he pushed through. He remembered whatever tips and pointers from the books on negotiation tactics. Be willing to compromise, but not too much!

"Alright," Ben tiredly sighed, "final offer: I'll spend three hours every week as Alien X. No more, no less. Can we agree on that?"

"Four hours!" Bellicus retorted.

"Three." Ben firmly asserted. "It's more than fair."

"Hmm…" Bellicus hummed, contemplating.

"Well, I for one like the deal!" Serena said happily. "What say you, Bellicus?"

Bellicus didn't respond immediately, still on the fence.

"How about I sweeten the pot, Bellicus." Ben was so close. He couldn't allow this deal to fall through. Anything he can realistically do to get the Voice of Rage and Aggression to accept, he had to take! "You seemed pretty fond on Motion 80,000,003 last time. Our first deliberation can be on that. How's that sound?"

"Really?" Bellicus sounded hopeful.

Ben smiled. 'Yes! This is it!'

"Does it have to be that motion?" Serena wasn't too fond of 'saving the dinosaurs from extinction' being their first discussion topic. What was Bellicus's obsession with that anyway?

"We shouldn't keep kicking it down the road. It's not fair to Bellicus." Ben reasoned. "We should at least hear him out."

'Even though it is a ridiculous notion.' Ben inwardly commented.

The grouchy personality ruminated on the proposition and finally came to a decision.

"Seconded." Bellicus answered. "What say you, Serena?"

Serena didn't have to think about it for long. Though she preferred Ben spend more time with them, this was better than nothing.

"Motion carried. Now, we should let Ben get home now. He can start fulfilling his end of the bargain tomorrow." Serena responded joyously.

"Seconded." Bellicus announced.

"Motion carried." Ben smiled as his mind faded to black momentarily.

Meanwhile, on the outside, Kevin was busy working on his car while Gwen sat in a chair reading a book. The redhead looked up from her book at Alien X floating in the center of the room. It had been nearly three hours and he had yet to make a single move. It worried her. What was going on inside his head?

The Anodite girl was tempted to try a spell to pear into Alien X's mind but refrained. For one, she wasn't sure it would work; also, even if it did, she didn't want to risk derailing any progress Ben could be having with the other personalities by intervening. She would just have to trust her cousin.

"Well," Kevin rolled himself from underneath his car and sat up, wiping his dirty hands on a rag. "That should give her an extra 50 horsepower. Best I can manage till those upgrades come in. Tennyson still a statue, huh?"

Gwen nodded. "It's weird, don't yah think? Ben has always had a time-limit on his transformations - save for when he had Master Control that one time. Yet he's able to stay as Alien X as long as he wants?"

"Shouldn't be surprising." Kevin walked to his work bench to drink from a can of soda. "Celestialsapiens can do anything. Overriding the Omnitrix would be a piece of cake."

"I'm worried though… what if it didn't work? What if they're keeping him trapped?"

Kevin shrugged. "Not much we can do at this point. Just gotta hope Tennyson knows what he's doing."

On cue, Alien X was engulfed in green light as he transformed back to Ben.

"Ben!" Gwen ran up to her cousin to hug him, happy that he managed to change back. "Well, how'd it go?"

Ben looked to his friends and smiled. "It worked."

Kevin blinked twice. "Come again?"

"They accepted my deal. Well, I had to add a little more time than I'd like, but I can live with it."

"That's great news!" Gwen beamed proudly at him. "So, does that mean they'll help stop the Highbreed?"

Ben's smile faltered. "We're not there yet, but hey… it's a start."


Paradox closed the panel displaying the scene. "Indeed, it was. An amazing achievement for young Ben. This was but the first step to controlling Alien X."

Several rectangular panels appeared showing similar scenes of Ben transforming into Alien X in his bedroom – debating with Bellicus and Serena in the Mind Space.

"Ben would fulfill his promise to Bellicus and Serena. For the next several weeks, whenever he wasn't handling Plumber business with Gwen and Kevin and schoolwork, he'd spend whatever time he could changing into Alien X. Doing his best to help resolve their back burner debates. In fact, here's a clip from their first official debate."

One of the panels grew bigger and displayed the scene.


"… and that is why I believe we should save the dinosaurs from extinction." Bellicus concluded. "What say you both?"

'Yet you were completely okay with letting the entire Earth and humanity be destroyed?' Ben inwardly groaned.

"Bellicus, we've been over this. Although I hate to see life perish, it wouldn't be fair to all the other lifeforms that came after the dinosaurs if we saved them." Serena looked to Ben. "Even humanity would've never gotten a chance to evolve."

Bellicus grumbled to himself. He had to admit, that was a fair point.

Ben glanced at the Omnitrix, seeing he had a few minutes left since the hour had started. Bellicus was quite long-winded on while Serena was thankfully more concise on her reasons against it. After hearing both sides, it was time to voice his thoughts.

"Okay, guys, you've both made valid points." Ben turned to the grouchy-looking mask. "Bellicus, it is a shame that dinosaurs went extinct, but would it be fair to save them at the expense of destroying all the other species that came after?" He then turned to soft, feminine-looking mask. "And Serena, your points are valid, but every species deserves a second chance, right? So, let's all meet in the middle."

The celestial personalities gave their Voice of Reason their full attention.

"I say we save the dinosaurs in an alternate universe; different than our own. However, we can't allow humanity to go extinct in the progress or never even get the chance to come into existence. Are those acceptable terms?" Ben offered.

"Why in a different universe?" Bellicus asked, quirking a brow ridge.

'Honestly, because I'd rather not have to live through the fallout of such a decision in my world.' Ben sheepishly thought.

"A test!" Ben quickly replied. "Let's leave our universe alone and see how things play out from afar and later determine if we'd want to do a similar motion here. Sound fair?"

"Hmm… that's understandable. Seconded!" The Voice of Rage agreed.

Serena smiled softly. "Motion carried."

"Seconded. Jurassic World motion carried." On the outside, bright white light briefly shone off Alien X's body.


Meanwhile, in an alternate universe, the Earth was in the late Cretaceous period. A Tyrannosaurus Rex had fallen into a ravine and died after losing a battle over territory with a Giganotosaurus. A mosquito landed on the dead T-Rex's head and sucked some blood out. It flew off and later gets trapped in sap on a tree, a faint white light then shone off the mosquito. Preserving it perfectly inside the sap.

The same process transpired for many other species across Earth's dinosaur era.

66 million year later… a scientist of Asian descent drilled into a chunk of amber with the same mosquito preserved inside. He carefully extracts the T-Rex blood into an intricate containment tube.

He grinned widely.

"I've done it… I've successfully acquired dinosaur blood." Dr. Henry Wu awed. "Mr. Hammond will be pleased."

Enter Jurassic Park… and eventually, Jurassic World.

Paradox smirked. "Just in case you were wondering how it was possible for dinosaur blood to survive in amber for millions of years… now you know." He winked.


As the scene into the Jurassic Park/World universe ended, Paradox continued, "I must commend this version of Ben for his patience. He is able to handle Bellicus and Serena's idiosyncrasies much better than all the other alternate Bens and Omnitrix users would be willing to."

The panels displaying the debates then disappeared. Another popped up and visualized Alien Force's battle with the DNAlien army and the Highbreed at the abandoned Los Soledad military base.

"Then the day of the Highbreed Invasion came. Things mostly play out the same as the original timeline. Ben does not want to fully rely on Alien X, unsure if Bellicus and Serena will agree to help. However," Another panel appeared and showed Humungousaur, Gwen, Kevin, and Azmuth standing in the throne room of the Highbreed Council. There were five large, rotund Highbreed councilmembers sitting in a semi-circle with the Highbreed Supreme sitting in the center. "… once the Highbreed Council revealed their intentions on destroying all life in the Milky Way galaxy, Ben put that reluctance aside."


The High Council turned their attention to a set of monitors above the room. They depicted a live feed of Earth and the massive fleet of Highbreed warships that were preparing to attack it.

"In a matter of hours, my fleet will destroy not just Earth but every known inhabited planet in this galaxy." The monitor then showed a video of a green planet cracking apart and detonating into an enormous explosion. "The fall of Galvan was the signal for our final attack to begin. Enjoy the view. You are about to witness the end of all life in the universe." The Highbreed Supreme gloated to the horror of the Alien Force trio and Omnitrix creator.

"All is lost." Azmuth bowed his head in resignation. "They are far too powerful to fight."

"No… it isn't. There's still hope." Humungousaur's proclamation gained everyone's attention.

He tapped the Omnitrix and, in a flash of emerald, transformed into…

"Alien X!" Three different voices exclaimed in unison.

Everyone in the room was stunned by the new transformation.

The creator of the Omnitrix blinked, shaking off his shocked state. "Y-yes… yes, of course!" Azmuth yelled hopefully. "Alien X can do anything!"

"A Celestialsapien?!" the Highbreed Supreme sounded worried. He and the other councilmembers were equally stunned by this sudden development. "Impossible. I thought they were only a myth…"

"Every myth has some basis of truth. Surely the first and oldest species in the universe would have known that." Azmuth smiled smugly.

"Looks like it's checkmate for you." Kevin smirked at the High Council.

"Only if Ben can get Alien X to cooperate, remember?" Gwen whispered.

"Ssh, don't let them know that. Tennyson's gotta have a plan, right?"

Inside Alien X's Mind Space…

"You're earlier than usual to our meetings, Ben." Serena said happily. "Were you too excited to wait?"

"Well, I certainly can't blame him. We do have some intriguing items on the agenda today." Bellicus mentioned. "Let us start with Tabled Motion nine million and-"

"Guys, we have a situation right now." Ben urgently interjected. "The Highbreed are planning to destroy every inhabited world in the universe!"

Serena's expression sunk. "Yes… it's so sad. Trillions of lives will be lost…"

"Technically they're only destroying all life in the Milky Way galaxy. Not the entire universe." Bellicus pointed out.

"Wait! You guys already know? Great, I don't have to waste time explaining. So, motion to stop the Highbreed?" Ben suggested hopefully.

Bellicus and Serena briefly looked at each other. "No!" They responded simultaneously.

"What?" Ben eyes widened. "Why not?!"

"Because that's new business, kid." Bellicus replied flatly. "We still have old business to settle first. Besides, your friends are there, aren't they? Why not let them to handle the situation? Let them pull their own weight."

"Because they can't! The Highbreed are too powerful. Millions of planets are in trouble right now. If we wait any longer, they'll all be destroyed! We need to act now!" the brunet yelled.

"I don't wish to see so many lives lost…" Serena solemnly said, "but I would hate to see the Highbreed destroyed too."

"Eh, they're dying out anyway. Best to let nature takes its course." Bellicus stated pointedly.

"Yeah? And at the expense of every other world in the galaxy?" Ben questioned.

"Planets die all the time, kid." Bellicus uncaringly retorted. "When you've been around as long as we have, you learn that hard truth very quickly."

"That may be true, but I can't stand by and let this happen." Ben firmly asserted. "Bellicus, the Highbreed want to destroy every other lifeform because they think they're superior then everyone else – including you! Doesn't that anger you?" He then turned to the other mask. "And Serena, are you really okay with allowing so many worlds to die?"

"Well… no, but…" Serena was downcast. "… every species deserves a second chance, right? You said so yourself. Despite their flaws, we shouldn't kill the Highbreed."

"They're destroying entire worlds over false, trivial beliefs." Bellicus scoffed. "They deserve to perish, yes! But this is the last generation of Highbreed anyway. I saw we just let the universe do its work."

'This is ridiculous! So many worlds are in trouble, and they won't help! They completely forgot their end of the deal we made!'

Ben was livid.

Just as he was about to fire back, he suddenly stopped himself. 'No… don't let your emotions get you. They need a Voice of Reason to bring them together. Be that voice!' He told himself.

Ben paused to take stock in the situation. In a way, he could kind of understand where both sides were coming from. Serena didn't want to kill the Highbreed, and neither did Ben. But Bellicus didn't see the point in acting as the Highbreed would die off naturally. Still, both sides were being irrational over this matter.

Killing the Highbreed wasn't the answer, but neither was doing nothing!

'C'mon! Think, Ben. How do I convince them to help?' The Omnitrix bearer ruminated momentarily before his eyes widened. He knew what to do!

"I have an idea. Please, motion to hear me out?" the Omnitrix bearer offered.

"Seconded." Serena said cheerfully.

"Motion carried." Bellicus said dryly.

"Okay, here's my proposal," Ben spent the new few minutes explaining his idea. There was some back-and-forth between the contrasting personalities over the finer details, but… overall they seemed to not be opposed to the general premise of Ben's idea.

"So… are we all in agreement? Any nays?"

"I still think the Highbreed deserve death, but" Bellicus smirked, "given their ridiculous beliefs this is an even better punishment. Seconded."

"And neither the Highbreed nor other worlds will have to perish either!" Serena cheerfully responded. "I am also in agreement."

Ben smiled, placing his hands on his hips in satisfaction. "Well then… Motion carried."

On the outside…

"Execute these disgusting creatures at once!" The Highbreed Supreme commanded. "We have indulged their presence long enough!"

A squad of Highbreed guards entered the room and surrounded Kevin, Gwen, and Azmuth – blocking off any possible escape route.

"Could really use Ship right about now," Kevin sounded annoyed. "Where is that mutt?"

"I dunno." Gwen charged up her hands with mana, looking over to Alien X floating motionless. "C'mon Ben! Whatever you have planned, hurry up!"

"I should've known Tennyson would be unable to convince Alien X to cooperate." Azmuth lamented on Kevin's shoulder, lowering his head in defeat. "Now, all is truly lost."

Kevin and Gwen glanced to one another, unsure. The odds certainly weren't in their favor now. The Highbreed, despite their weakened states, were still powerful. How many could they realistically hold off before they were overwhelmed?

Before they ponder any further, three loud voices spoke up.

"Seconded! Highbreed retribution motion carried."

The Celestialsapien held up its right hand and a pale white light expanded across the room, the planet, and instantaneously spread out across the universe. In the blink of an eye, every living Highbreed in the universe had been changed.

The group was then met with a shocking sight. The skin of every Highbreed in the room had completely changed into a plethora of color combinations. The Highbreed Supreme himself now had red skin, yellow eyes, and the inside of his collared neck was bluish white.

The High Councilors and guards were all frozen in shocked disbelief as they examined their new skin colors.

"NO! What has happened?!" the Highbreed Supreme exclaimed, horrified.

"Uh…" Kevin blinked. "Good question. What did Ben just do?"

Azmuth was momentarily awestruck before he collected himself. He narrowed his eyes and stroke his beard-like tendrils in thought. "I have a theory…"

"Seconded. Motion carried." In an emerald flash, Alien X transformed back to Ben.

He looked around the room with a pleased smirk. "Well, I'd say that worked."

"Ben, what'd you do?" Gwen asked curiously.

"I couldn't convince Alien X to stop the Highbreed's warships or anything like that, so we agreed to save them instead. Alien X randomly repaired their DNA using all of the sentient species in the Milky Way." Ben explained with a smile. "The same species they wished to destroy; their DNA is what saved them."

Gwen smiled. "Poetic justice, huh?"

"NO!" the Highbreed Supreme was shaking in disgust. "Then… that means-"

"Every Highbreed in the universe is now a, uh, how did you put it?" Azmuth asked in amusement.

"He called us mongrels." Gwen answered, smiling slyly.

"Welcome to the kennel club." Kevin added smugly.

"How could you do this!?" the Highbreed Supreme demanded in a despair-stricken voice.

Ben frowned in confusion. "I don't understand. I saved you."

"You have made us impure. There is only one honorable act left to us." The Highbreed Supreme declared in a final tone.

"No! There is another way!" A voice loudly proclaimed, catching everyone's attention. The voice belonged to a normal Highbreed except for his green, plant-like right arm.

"Reiny!" Ben happily exclaimed.

"You know him?" Gwen asked in surprise.

"I know a lot of people." Ben smiled.

"This human once cured an ailment of mine by changing my DNA." Reiny continued. "At first, I thought the impurity a curse, but I have since learned otherwise. Fellow Highbreed, we can live!"

After hearing his speech, the High Council began to speak among themselves in their own language. Everyone watched with bated breath before they each turned to Reiny.

"It is decided. The High Council elects you Highbreed Supreme. Lead us wisely." The former Highbreed Supreme addressed to Reiny.

Reinrassic III bowed respectfully to the High Council. "I will try."

Suddenly, the scene transitioned into a small, circular room that contained an array of alien broadcasting mechanisms aligning the walls.

"To all Highbreed within the sound of my voice," Reinrassic's voice was amplified and broadcasted to every Highbreed warship in the galaxy, "the war is over! Return home so we can create a new future together."

After the transmission ended, Reiny turned around to face Ben and looked down at him for a moment. He stretched out his green, right arm to the Omnitrix bearer. Ben smiled as he took it and shook it with a content expression.

"Thank you for your help, Ben-Ben Tennyson." He said gratefully.


Paradox smiled and pressed the button on his watch, resulting in the scene to transition. Ben, past-Paradox, and Azmuth were standing in Los Soledad. Snow from the Highbreed weather machines was still present. Thankfully, all the DNAliens were cured and reverted to human. Max called in some favors to help the many bystanders return home and continue with their lives.

Everyone had gone their separate ways.

This left the Omnitrix wielder, its creator, and the past-Paradox to converse alone.

"I was made unaware you had such control over your Celestialsapien form. Why not use him from the start?" Azmuth irritably demanded, crossing his arms. "This whole battle could've been avoided!"

Ben rubbed his neck sheepishly. "Sorry, Azmuth, but it's not that simple. I don't have full control over Alien X. Bellicus and Serena… though they are at least beginning to listen to me now, they don't always agree to simple solutions. They can be pretty difficult sometimes."

"A common trait amongst Celestialsapiens." Past-Paradox noted.

"Hmph," Azmuth lightly huffed. "Well, in any case, good work, Tennyson."

Ben smiled in appreciation. "Thanks, Azmuth."

"Now, as for the Master Control…" He spoke sternly.

Ben lowered his left arm to present the Omnitrix to the First Thinker, already knowing what he was about to do. "Guess you're gonna deactivate it now, huh?"

Azmuth didn't respond immediately. A short moment passed before he finally let out a deep sigh. "I've given it some thought… I'll let you keep it."

Ben's eyes widened in shock. He didn't know what to say. "W-wait… really?"

"If you're mature enough to handle Celestialsapien personalities, then the full power of the Omnitrix shouldn't be much more of a responsibility." Azmuth explained.

"I… I don't know how to thank you." Ben was beyond grateful.

"Just keep doing the right thing. The power you now wield is great." Azmuth stated, with a small smile. "Don't let it change you."

"I… I won't let you down." Ben confidently assured.

"Excellent!" Past-Paradox boisterously interrupted. "A fine, historic moment this is indeed. It was nice working with you again, Ben. Until next time." He turned to the Galvan, "But now it's time to take Azmuth home."

"Yes, we have a lot of rebuilding to do back on Galvan."

"If you want, maybe I could try to convince Alien X to help with that?" Ben offered.

Past-Paradox chuckled, placing a hand on his shoulder. "A good gesture, Ben. But I'm afraid your negotiation skills are not quite there yet."

"Yet?" Ben cocked a brow.

Past-Paradox only smirked in response before he and Azmuth disappeared in a teal flash.

Ben looked down at the Omnitrix and activated it, shuffling through all the new different alien forms. 'This is awesome! I actually have Master Control again!'

"Thank you, Azmuth." The jacket-wearing hero beamed. "It is so Hero Time!"

Selecting a new alien hologram, he slapped down the core and transformed in a green flash.


With that, the scene came to an end and the panel vanished. Professor Paradox stood in the void, reaching into his coat to grab another gumball.

"The next few months would be quite busy for young Benjamin." He stopped to pop the gumball in his mouth.

Another rectangular panel then appeared.

Ben using Diamondhead in a secluded area with Kevin and Gwen – training his crystallokinesis in ways he hadn't before when he was younger.

In Alien X's Mind Space, Ben is talking with Bellicus and Serena on various subjects. And, for the first time, old proposals and debates were being settled and resolved. Remarkably, things were actually being accomplished.

Sitting at a table in his high school library, Ben is reading another debate-related book with a stack of similar books nearby; a few students pass by and whispered in curiosity over Ben's recent obsession in debates.

Ben was then in his room being given another metal by an alien dignitary. After he had left, the Omnitrix bearer took the award around neck and tossed it into his closet onto a big pile of similar items. "Really should figure out what to do with these things. Maybe I should just give them to Kevin so he can pawn them?" He said aloud. "He could use the credits for his new car."

"With the new added responsibilities for mastering the Omnitrix, fulfilling his obligations as Alien X, and doing his own personal reading on debating… the time Ben had spent on other activities greatly diminished."

He then frowned. "However, this would all come at a personal cost …"

The scene then transitioned.

Ben is on the phone talking with Julie. Whatever he says seems to make her disappointed as he hangs up. He then put his cellphone away and, in a green flash, transformed into Alien X – floating motionless in his bedroom.

Ben steps into his high school soccer coach's office and tells him something. The coach was clearly upset about something, but Ben could only apologize before walking away.

"Then, the day of Vilgax's Conquerors Challenge came. With Master Control, however, things turned out a little differently from the original timeline. Why don't we take a look?"


A/N: This is where we'll leave things for now!

So, what do you guys think? Do you like Ben's approach to establish a functional, cordial relationship with Bellicus and Serena? Did you like Ben being awarded with the Master Control? How will things turn out differently going forward?

Special shout outs to the following fanfics that are mentioned in this chapter:

"Ben 10: Unlimited" by The Incredible Muffin

"Avenging 10" by CaptainRex75

"Ben 10: Earth's Mightiest Heroes" by Firestorm808

"Ultimate Fairy" by me and pyrohelixdrago

"My Ultimate Academia" by Shocknawe 425

Please leave any comments, critique, or suggestions below and let's get this discussion going. Thank you!