Ben 10: What If…?

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

3


"GWEN!" Ben and Kevin shouted in horror.

Both young men stared in shock at the stone seal on the cavern wall, and the sword falling to the ground.

'This… this isn't happening.' Ben inwardly despaired. 'It wasn't supposed to end like this…'

They should've done something sooner. Ever since Gwen had been possessed by the extra-dimensional creature called Lucubra, she hadn't been feeling like herself. At seemingly random times, her eyes would turn green while her expression went blank. Gwen would assure them she was fine, stating that it was potentially the lingering side effects from the Lucubra's mind control.

Days passed yet the relapses hadn't stopped. Kevin eventually decided enough was enough and stated they should contact Grandma Verdona for help, to which Gwen agreed. However, before Gwen could contact their Anodite grandmother, she had been possessed once more.

She suddenly blasted away Ben and Kevin with a mana attack, saying something about "retrieving the Great One's heart", and teleported away; much to their shocked alarm.

Kevin was able to track her via her Plumber's badge, discovering she was on a small island in the Orkney Island chain north of the United Kingdom. Using Jetray's insane speed, Ben was able to fly while carrying Kevin to the small island in short time. They arrived to see a transparent shrine on top of a grassy hill overlooking the ocean.

There they met an elderly balding man who was also trekking toward the shrine.

Ben was suspicious about the old man. He couldn't initially place it, but something seemed off. Suspecting there was more to the man that meets the eye, he asked the man a couple of questions while they made their way to the shrine. What was this place, and why was he even here?

He had quickly explained that the shrine was magical, traveling between back-and-forth between dimensions. Inside was the heart of a powerful creature called Dagon, with the sword Ascalon piercing it. He stated he was there to retrieve the sword, believing the monster's return was inevitable.

Kevin was confused but didn't really care as he was primarily focused on getting Gwen back. Ben's eyes widened in recognition, remembering Azmuth telling him a similar tale last year. If Dagon was returning… things were about to get bad. But he couldn't focus on that now. Gwen took priority.

Upon entering the shrine, they were attacked by a group of ninja-dressed warriors capable of extra-dimensional jumping. The old man revealed their identity as the Esoterica, servants to the Dagon, saying it with disgust in his tone. While the dimension-jumping warriors kept the trio busy, Gwen robotically sauntered toward the center of the shrine where Ascalon pierced a large golden heart on top of a stone podium.

While the Esoterica kept Ben and Kevin distracted, the elderly man had tried to stop Gwen but was promptly defeated. The moment Gwen pulled the sword out of the heart, her body was enveloped with golden light. When the light had faded, Ben and Kevin were shocked to see her adorning a silver suit of knight's armor with a faint golden glow illuminating off her body.

"Such an excellent vessel this one is. Truly the most powerful in this world." Dagon's dark, demonic voice spoke through Gwen. "My return is assured."

"Gwen!" Ben transformed into Terraspin, knowing his race would be immune to her mana attacks. "Don't this! You're stronger than this. You have to fight it!"

"The Anodite is not here. Don't meddle with my affairs, Aldabraian!" Gwen swiped her arm out and unleashed a powerful wave of gold energy, knocking everyone (including the Esoterica) across the shrine; unconscious.

When Ben, Kevin, and the old man had awoke Gwen was long gone with the sword in hand. Ben and Kevin were pretty upset by their failure, the latter especially. The balding man assured them not all was lost yet, revealing the "sorceress" would likely travel to the seal to break it and unleash Dagon into their dimension.

With George supplying the seal's coordinates, Ben used Jetray to fly them to a quarry area, specifically inside a cavern. There they found Gwen hacking Ascalon against a giant stone seal with the infinity symbol engraved in the center with mystical runes lining the perimeter. Ben and Kevin didn't waste time in fighting her, but Gwen didn't hold back.

They were quickly blown down by another energy wave attack, sending them flying across the cavern.

"Yes… good, my Anodite. Bring my heart to me." Dagon's deep, demonic voice resounded from the seal's crack.

"Yes, oh Great One." Gwen mindlessly replied.

Piercing the sword into the seal, golden light shone through the giant crack. Gwen cried out in agony as she disappeared in the blinding light. When the flash disappeared, Ascalon dropped to the ground with a clang.

Gwen was gone.

Ben and Kevin both regained consciousness in time to witness the scene and were horror-struck.

"No… this can't be happening…" Kevin was on his hands and knees in dismay, clenching the dirt. "Don't tell me she's gone…" He clenched his teeth, trying to hold back tears.

Ben fell to his knees, slack jawed. He couldn't believe it; his cousin was gone. He had the full power of the Omnitrix at his disposal, yet it ultimately didn't matter. He failed. That same feeling he had had when he thought he lost her six years prior on Xenon resurfaced.

"No… how could I let this happen? Gwen…" Ben lamented.

"Wait… Tennyson!" Kevin suddenly stood up and picked Ben up by the shirt; a gleamer of hope shining in his eyes. "You can use Alien X, right?! You've been spending countless hours every week debating with those crazy personalities for an occasion like this, yeah? So do it!"

Ben lowered his head in hesitation. He wasn't entirely sure if he could convince Bellicus and Serena to act, but Kevin was right. He had to at least try for Gwen's sake.

"Y-yeah… you're right. I'll try to-"

"All is not lost. Your sorcerer friend may yet live." Ben and Kevin both turned to the old man, confused.

He was kneeling by the sword on the ground, sliding his fingers down the blade. He then picked up the sword by the hilt. "Now… you will see what the Dragon saw." His body was shrouded in white blinding light. When it faded, the duo was stunned to see a man with long blonde hair and beard wearing the same full-body knight armor Gwen had been wearing. "Let the Dragon come."

"Uh… am I missing something?" Kevin was dumbfounded. "What the heck just happened?"

Ben blinked in recognition. "I get it now. You're Sir George. The one from the legend, 'Saint George and the Dragon'"

"Uh… Ben, that's just a fairytale. Plus, even if it were a true, wouldn't that mean this guy is over a thousand years old?" Kevin disputed.

"It is true." The man, revealed as George, confirmed. "I am over two thousand years old. Blessed with immortality… or cursed depending on the day."

Ben's gaze travelled to the sword. "Azmuth gave you that sword, Ascalon, to defeat Dagon a thousand years ago when he tried to take over our dimension back then, right?"

George was mildly surprised Ben knew of that but nodded. "Indeed. But now that the Dragon has regained his heart and the seal is partially broken, he will return soon enough. Your friend will undoubtedly return with the beast as well." His expression turned serious. "Sadly, I'm afraid she will no longer be your ally when she does."

"You are correct, Knight."Dagon's voice bellowed as the ground began to quake. Golden light once more shone from the seal's crack.

Ben's eyes widened as he came to an unsettling realization. "Kevin! If Dagon can mind-control people like the Lucubra, then-"

"On it!" Catching onto Ben's assessment, Kevin dashed toward Sir George and touched his shoulder plating. From there prior experience with the extra-dimensional creature, iron shielded them from mind-control.

"What are you-" George was interrupted as Kevin's body was coated in the silver metal of Ascalon's armor.

"Figured I should have a suit of armor too." He smirked.

Sir George pulled his shoulder away and huffed in annoyance.

Ben ran to stand by Kevin's side, who formed a metal helmet around the brunet's head. "One for you too, Ben."

"Thanks!"

"Dragon!" Using both hands, Sir George lifted up Ascalon. "I have come to finish you for a second and final time!"

"You are nothing, less than nothing." The demonic being stated. "But if it's battle you seek, so be it. Face the most powerful being of your world, my new herald!"

A blinding white light filled the cavern and forced the trio to shield their eyes. As it dissipated, they were shocked to see a feminine-shaped humanoid with dark purple skin and glowing pink tendrils (mimicking hair) levitating around their head. Unsettling lime-green eyes focused on them as her mouth twisted into a creepy grin.

"I now live to serve the Great One." Gwen ominously declared, sending a shiver down Ben and Kevin's spines.

This was bad.

"G-Gwen…?" Kevin stammered. "You're really freaking me out."

In a flash of green, Ben transformed into…

"Terraspin!" The turtle-like alien announced sleepily. "Gwen, please listen to us. Dagon has a hold of you. You're not yourself."

Ignoring Terraspin's words, Gwen thoughtfully hummed while scrutinizing her three adversaries. "The Knight and Geochelone Aerio will be slightly troubling, the other one shouldn't be a problem."

"Not gonna lie that was kind of hurtful." Kevin commented.

"You send the witch to fight on your behalf, Dagon? Too scared to face me yourself?" Sir George mocked.

"All mighty Dagon need not sully himself with you." She held up her hand which were glowing with pink energy. "It is my duty to prepare the way for him."

"Kevin," Terraspin leaned closer to the Osmosian hybrid, and whispered, "George and I'll keep her distracted, you know what to do. Jump in when you see a chance."

Kevin nodded in determination and stepped back. He knew what he needed to do, and just needed the right moment.

Terraspin lumbered toward his Anodite cousin and stopped when he was comfortable with the distance. He jumped a few feet in the air and hovered in place. His head disappeared into his shell while his arm-flippers straightened out, and his leg-flippers came together to form a third blade. Suddenly, the three blades began to spin as gusts of wind blew out from the holes in Terraspin's shell.

Gwen held out her arms in front to shield herself from the gale. George took the opportunity to strike by rushing forward and slashing Ascalon in an arc motion – sending a wave of white energy at the Anodite.

The Anodite swiftly summoned a thick pink barrier to block the attack. With Gwen momentarily distracted, Terraspin kicked his spinning up a notch by concentrating his gusts into a powerful twister. As a result, Gwen was blown off her feet and hurled into the stone seal behind her.

Terraspin, who could see what happened through the hatch in his shell, frowned in distress. "Gwen… I don't want to hurt you."

"Ha-ha-ha…" Dagon's voice chortled out of Gwen's, making everyone tense up. "You? Hurt me?"

"That's disturbing…" Kevin muttered under his breath.

Gwen held up her left hand, which glowed with mana. "Tardis Motis!"

Terraspin suddenly began to feel his body slow as his propeller-like flippers lost speed. Losing speed, the turtle-alien resumed his humanoid shape and looked at his appendages in surprise. How did she do that?!

Gwen sneered. "Manus Lapis!"

Two large rock extensions taking the shape of hands burst from the ground behind Terraspin and knocked him down, holding him in place.

As the Geochelone Aerio was down, Sir George charged at the possessed Anodite and expertly swiped his sword at her. Gwen amazingly dodged the energy-charged slashes via blinking in-and-out of existence.

"Enough!" Dagon-controlled Gwen shouted. Extending her arms forward, beams of mana wrapped around George and tossed him into the cavern wall.

With George down and Terraspin still behind held in place by the stonehands, Gwen turned her attention to the Seal.

"Break the seal, my Anodite." Dagon commanded.

"Easy enough, master." Turning to the seal, she concentrated her mana on it to which resulted in the stone slab being coated with pink energy. A spiderweb of cracks steadily spread from the epicenter as pebbles fell to the floor.

Terraspin glanced back to the rocks pinning him to the ground. Closing his eyes to concentrate on his innate abilities, he chanted, "Liberatio." As a result, the hands of stone lost their grip on Terraspin and promptly crumbled away into pebbles.

'Good thing I paid attention during those magic lessons Gwen gave me as Terraspin during our one-on-on training,' the Geochelone Aerio recalled when he and Gwen agreed to train Terraspin in magic upon discovering his species could use it with practice.

Pushing himself back on his stubby feet, the lumbering tortoise rushed forward and grabbed ahold of Gwen's arms while she was distracted and locked them behind her back.

"Unhand me!" Gwen attempted to break free, but discovered her mana was being negated by Terraspin's touch.

Regaining his bearings, George stood up and decided to aid Ben in restraining the Anodite. He pointed his sword at the purple being and discharged a white energy-whip that wrapped around her form, seemingly electrocuting her.

"AWWWW!" She cried out.

"I'm sorry about this, Gwen… but under the circumstances, I'm sure you'd understand. Kevin, now!" He shouted.

Kevin rushed from behind a nearby boulder and grabbed onto the side of Gwen's head.

"You cannot break my control." Dagon haughtily proclaimed.

"Wrong… I hope."

The silver metal around Kevin's arms flowed onto Gwen's head and melded all around her body as if it were liquid. Clenching his jaw in concentration, Kevin retracted the metal back onto him, revealing Gwen back in her human form. He had left behind just enough metal to form a helmet around Gwen's head.

Gwen groaned as she lowered her head, utterly groggy. Feeling as if she hadn't slept in four days.

"Easy there," Kevin gently smiled.

Terraspin sighed in relief and let go of Gwen, stepping back. He then transformed back to normal.

"K-Kevin…" Gwen lazily opened her eyes. "I… I can't believe you did that."

Kevin shrugged, and admitted, "I can't believe that worked."

Gwen glanced at Ben and lightly smiled, "Good to know you actually were paying attention during our lessons."

Ben smirked. "People don't think I'm paying attention… but I am."

Gwen lowered her head in dejection. "I… I'm sorry. I can faintly remember what I did when Dagon was in control of me. I should've done something sooner."

"It's not your fault, Gwen." Ben assured, placing a comforting hand on her shoulder. "It could've happened to any of us."

"Indeed. Well, anyone except me," Sir George spoke up, gaining the three's attention. "It is good to see you're free of the Dragon's control, sorceress."

"And you are?" Gwen quirked a brow.

"Long story short, this is Sir George." Ben introduced. "He originally defeated Dagon over a thousand years ago using Azmuth's sword."

"Sir George?" Her eyes slightly widened. "As in… Sir George from that fairytale book?"

"Tis no fairytale. I have returned to finally finish the job." George confidently declared.

"Ha-ha-ha!" The earth trembled as Dagon's dark guffaw echoed throughout the cave. "You will do nothing but crumble away to dust, Knight. I am finally free!"

Cracking stone caught everyone's attention. Turning around, they saw the stone seal finally breaking apart and crumbling away – revealing nothing behind it.

"Uh, I don't get it." Kevin blinked, confused. "There's nothing there."

"Where is he?" Ben asked.

Gwen's face went pale, already suspecting the answer.

Before she could respond, Dagon's sinister laugh filled the air; however, unlike before, it sounded like it originated from outside the cave. "Where am I?"

The group turned and made their way toward the cave's exit. When they stepped outside, they looked up in shocked horror. Floating in the night sky was a gigantic, green octopus-monster! The creature's 'face' was comprised of a large mass of tentacles and possessed no mouth. It had dark brown armor plating on its head with a three-horned crest going down the center, and two hooked projections framing its big red glowing eyes.

"I'm everywhere!" Dagon's dark, ominous voice taunted.

The four continued to look up at the squid-monster in apprehension. Ben, Gwen, and Kevin had faced some crazy enemies over the past year… this was on a completely different level though.

"This is my fault…" Gwen murmured sadly. "If I hadn't broke the seal-"

"Stop that!" Kevin yelled. "We can't be beating ourselves up right now."

"The stripling is right." George agreed. "Besides, it was my knights who foolishly damaged the seal. This whole predicament is ultimately my responsibility."

"Your knights? Wait…"

"Later!" Ben wanted the group to refocus. "Playing the blame game will only be doing that pile of spaghetti a favor. We need to give this everything we got if we want to have any chance to win."

George nodded. "Indeed. Then allow me to start… Have at thee!"

The old yet youthful blonde-haired knight charged forward and swiped Ascalon in the air, unleashing several waves of white energy. The energy of Ascalon slashed visible wounds over Dagon's face – causing him to roar in aggravation.

"That's gonna leave a mark." Kevin dryly stated. Unfortunately, he was proven wrong as the wound immediately healed up and left no sign of damage on the giant beast.

"You dare?! Insignificant spec!"

Kevin was momentarily caught off guard as a highly advanced green rifle-like weapon appeared in his hands. Briefly looking it over, he smiled in recognition. "My Plumber rifle? Thanks!" Reaching into his pocket, he pulled out his Plumber bade and inserted into a circular slot on the side. As a result, circuit-like lines across the device glowed green as it hummed to life – signaling the rifle's full power and features were available.

"Figured you could use it." She smirked before turning her attention to her cousin.

"Ben," Gwen's eyes turned pink as she focused mana into her hands, "if I were you, I'd turned into Atomix or Way Big from the jump."

"No." Ben responded while continuing to stare at the giant monster. "There's no point in wasting time with other forms. I said we should go all out, and I meant it."

Gwen and Kevin's eyes slightly widened when they caught onto what he was implying.

"Ben, are you sure?" She was naturally hesitant. On one hand, if Ben were able to control that form's power, they'd undoubtedly win. On the other hand, if he couldn't control it… they'd more likely die and the universe would be doomed.

"I am." Ben's tone was firm and resolute. "Just keep him distracted as long as you can. Protect George and back him up."

"You better know what you're doing, Ben." Kevin said. "We're counting on you."

Gwen and Kevin both charged forward and attached the monster in the sky; the former unleashing mana blasts while the latter shot green-colored powerful energy bolts from his rifle.

"Me too…" Ben murmured to himself.

Closing his eyes and mentally selecting his transformation, his body was instantly shrouded in emerald light. As the flash died away, in his place levitated a humanoid with three crests on its head and seemed like the cosmos had been poured out over his skin.

"Alien X!" Three different voices shouted simultaneously.

Dagon's large red eyes noticed a brief flash of green coming from the ground. At first, he didn't think it was worthy paying attention to… but then he felt a tremendous spike in power. It was… incredible! He daresay it was limitless.

Dagon turned toward the source of the power below and his eyes widened in what could be described as shock. "It can't be… A Celestialsapien? Here?!"

Gwen and Kevin briefly looked at each other. Hearing the terror in Dagon's voice gave them a glimmer of hope.

'Come on, Ben. You have to convince Bellicus and Serena to help. I know you can do it!' Gwen confidently thought.

Inside Alien X's Mind Space…

Ben opened his eyes to find himself floating in space with Alien X's other two resident personalities, both taking the form of a giant green masks.

"Aw, Ben. It's good to see you!" Serena merrily greeted. "You're earlier than usual though. Were you wanting to add in a few more sessions this week?"

"Tabled Motion 999,999,999 is on the upcoming docket." Bellicus mentioned. "Perhaps Ben was eager to get started on it?"

"Ah, yes." Serena wistfully recalled. "That motion relates to Universe MHA-Iota-001. Setting the events in place to aid a powerless human boy become the greatest hero on his Earth. I sure hope we can come to a conclusive decision on that. It's one of my favorites."

"Sounds interesting, guys, but that'll have to wait!" Ben hastily spoke up, "We have a crisis on our hands!"

"Oh, come now." Bellicus bemoaned. "What could be more important than-"

"I don't know who you are, Celestialsapien." Dagon's voice boomed throughout the mindscape. "But I have come too far to yield to anyone, including one of your kind!"

"Oh…" Bellicus simply said.

Ben and the two personalities looked forward seeing a giant pair of red eyes full of malice staring down at them.

"Begone!" Dagon commanded. "My campaign for multi-dimensional conquest needn't concern you. You have been warned."

The red eyes closed and promptly disappeared.

"D-did you guys see that? Dagon invaded our mind!" Ben was shocked. He didn't' think any being aside from Professor Paradox and maybe Anodites were capable of invading a Celestialsapien's mind.

Bellicus and Serena, however, seemed unperturbed by what transpired.

"You needn't be concerned about that, Ben." Serena calmly assured. "Alien X is immune to any form of mind control; especially from such a lowly creature as Dagon."

"Although, I find it very rude he invited himself in our space without asking first." Bellicus grumbled.

"Seriously?!" Ben snapped, catching them both off guard. "You're not angry at all? Dagon is trying to take over the universe."

"Your universe is but one of infinite." Bellicus responded. "Dagon conquering a few realities is hardly of a Celestialsapiens concern; particularly the Multiversal Council's."

Bellicus and Serena had previously informed Ben of the Multiversal Council, a group of Celestialsapiens that monitor a vast number of universes under their jurisdiction. How they allowed Dagon to conquer various universes was beyond him. Maybe they just didn't care, or thought it didn't concern them? Both, more than likely.

"Maybe, but it should be of our concern! Bellicus, that thing just broke into our sacred space. This is the place where we make universal and sometimes multi-universal level decisions, and he just let himself in and threatened us!" Ben would admit he was being a bit theatrical, but he needed to convey to Bellicus how serious Dagon's transgressions were. "Doesn't that anger you deep down? I dunno about you, Voice of Rage and Aggression, but I refuse to let that slide!"

Bellicus furrowed his brows in contemplation. Though Celestialsapiens had been aware of Dagon's multi-universal conquest long before he had even initiated it, they had simply let it go. After all, Dagon was beneath their notice and nothing worth worrying about.

However, the Voice of Reason made a valid point. That disgusting creature had slipped into their mind and had the audacity to threaten them. It was then his innate, natural ire began to swell up from inside.

"Serena," Turning to the feminine-like personality, he continued, "Dagon may not be a threat to us, but he is dangerous to all of the other beings in our universe and beyond. Please, be the Voice of Love and Compassion I know you can be and let's stop that thing from killing or possessing anyone else ever again! Not for our sake but for theirs…"

Serena briefly glanced down, considering Ben's words. She then looked up with an expression of righteous anger. "Yes!" She nodded. "Dagon has tormented others long enough. What say you, Bellicus?"

Bellicus scowled. "Yes… after thinking it over, this transgression cannot be overlooked."

"Motion to defeat Dagon and save the universe?" Ben suggested.

"Seconded!" Both personalities unanimously agreed.

Ben Tennyson smiled in victory. "Motion carried."

On the outside…

Dagon growled in aggravation as the explosions created from Ascalon's energy, Gwen's mana, and Kevin's weapon bombarded his face. Though the latter two were of no real concern, Ascalon's power was in fact hurting him – if only minorly. Still, it was more than enough to warrant his ire.

The extra-dimensional creature shook his massive head in irritation from the countless explosions bombarding his face. "This shall not continue!" He roared.

Out of nowhere, dark storm clouds appeared in the sky and began to spiral. The gigantic octopus-demon hovered higher into the sky and into the eye of the storm. Crimson lighting crackled through the clouds and thunder roared across the desert land.

"What wizardry is this? Clouds cannot protect you from my wrath." Sir George claimed.

"Do not fear the clouds, George. Fear the lightning." Diagon said darkly as his red eyes glowed brighter.

Suddenly, a massive bolt of crimson lightning shot down from the eye of the storm directly at the knight. Sir George held up his sword to defend himself; however, the bolt never struck as it stopped in mid-air. It was as if it were frozen in place.

"What?!" Dagon exclaimed in shocked confusion. "What has happened?"

"Gwen," Glancing to the side, Kevin asked, "are you doing this?"

"No." She was confused until her eyes widened in realization. "That means-"

"Seconded! Defeating Dagon motion carried." A thundering exclamation of three voices boomed across the landscape.

Everyone turned to see Alien X floating off the ground with his attention focused on the squid-monster taking up the sky.

"What is that?" Sir George's eyes widened slightly. "A friend or foe?"

"Friend!" Gwen shouted. "Definitely a friend."

"I warned you to stay out of my way!" Dagon roared.

"You have the gall to enter our mind and threaten us, despite your lower standing? We will no longer tolerate your insolence, creature." Alien X declared; all three of his voices tinged with anger.

Before Dagon could respond, the red lightning that Alien X had paused mid-air suddenly reversed course and struck its summoner. The extra-dimensional squid creature roared in pained surprise from being struck by his own attack. Dagon tried to counter but felt himself being entirely overwhelmed!

Dagon couldn't believe it. For the first time in his existence, he was entirely outclassed.

"Seconded. Dagon size alteration motion carried."

Alien X held out his hand to clench his fist and, as a result, shrunk Dagon's monstrous size till he was the size of a small car. Hopeful smiles graced Gwen and Kevin's faces as Sir George looked on in awed disbelief.

"What have you done to me?" Dagon's voice had lost its ominous tone and volume. It was comical in a way.

"We have reduced you to a size befitting of your station in the cosmos." Alien X responded, humor present in his voices.

"How dare you!" Dagon raged out, but all he could do was wail his tentacles around like a squid out of water. Much to his dismay, all his tremendous power was inaccessible. But even if it were, it wouldn't have mattered.

"Seconded. Dagon time stoppage motion carried." On cue, time stopped in the area around Dagon which resulted in him being frozen in place, unmoving.

Sir George lowered Ascalon and turned back to Gwen and Kevin, dumbfounded. "What is happening? What is that creature of the sky, and how is it defeating the Dagon so easily?"

"You want the long story or the short version?" Kevin asked.

Inside Alien X's Mind Space…

"So, what shall we do with him?" Bellicus asked in an almost gleeful tone, "I move that we set him on fire for a thousand years, then feed him to a horde of Kaosseffexx Ultimasauria on Terradino, and then finally toss him into a supermassive black hole!"

"As much as I actually want to agree with you, Bellicus," Ben said, "I don't think that's enough."

"How so?" Bellicus cocked a brow. "Should we increase his time burning to ten-thousand years maybe? Or just throw him into a black hole from the start?"

"No, I mean I don't think physical anguish is a suitable punishment for Dagon given everything he's done." Ben held his chin thoughtful. An idea then came to mind. "What if…"

On the outside…

For the next few minutes, nothing happened. Gwen and Kevin took that time to explain the basics of Alien X to the old knight, surprising him that beings capable of outclassing Dagon's power even existed. They looked up to see Alien X and Dagon still floating motionless.

"So," George sheathed Ascalon, "young Master Tennyson is debating with his other personalities?"

"Yep," Kevin replied, "probably deciding on what to do next with the oversized calamari up there."

"Such power…" George marveled.

"Dagon," Alien X finally spoke, "we have decided your punishment. Your universe and every other universe you've conquered shall be liberated and freed from your influence. They shall be restored to the state they were in before you enslaved them with no memory of your terror.

"You, however, shall be banished to an empty void cut off from all the omniverse, stripped of your power, and unable to escape for all of eternity. You shall be forced to spend the rest of your existence gazing at the infinite universes you wish to conquer, unable to ever touch them. Motion carried!"

Dagon could only snarl before vanishing into thin air.

Inside Alien X's Mind Space…

"I still think we should have burned him," Bellicus lightly grumbled.

"Now, now, dear," Serena comforted, "Ben's punishment was a wise one."

Ben shrugged. "I just thought that the worst punishment for someone who wants to conquer and enslave so many would be to watch existence live on free of their control forever."

Bellicus chortled. "Fine, I'll admit that's a pretty good punishment. Not bad… Ben."

Ben could only smile in genuine satisfaction. All the time spent studying, debating, and having real dialogue with Bellicus and Serena… it appeared to be finally paying off.

"But now that you're here," Bellicus continued, "why don't we get started on Tabled Motion 999,999,999?"

"Seconded." Serena happily agreed.

"Motion carried." Bellicus said. "Now, here are my reasons why this boy, Midoriya Izuku, shouldn't get the power of-"

As the Voice of Rage and Aggression continued, Ben lowered his head and sighed. 'Well, they did help stop Dagon. Guess I can spare one extra session with them.'

On the outside…

Alien X remained levitating in the air, motionless.

"Well, I guess that takes care of that." Kevin lowered his rifle, powering it down.

"Glad that's over." Gwen sighed in relief.

"Indeed." Sir George then lowered his head.

'Of course, now that the beast is truly gone… what shall I do with the rest of my life?'

It was an important question. After leaving the Forever Knights, he had spent these last thousand years simply wandering from place-to-place, starting a family here-and-there, and moving on before they realized he wasn't aging normally. At the back of his mind, however, he had always been ready for Dagon's possible return.

Now that Dagon was truly gone, what would he do? The Forever Knights were disordered and divided, he thought. Perhaps he should consider regaining control and reformatting the Order to serve a grander, nobler goal for mankind?

The old knight had some thinking to do.

"Heh-heh-heh!" A new voice cackled out. "Finally!"

Caught off guard, the trio around for the source of the voice, not finding it anywhere. Gwen's eyes glowed pink as she used her mana to scan for any other living beings nearby. She immediately detected another presence.

"Up there!" She pointed.

Kevin and George followed the direction of the finger to see something suddenly materialize on top of a nearby ridge. It was a long navy blue and silver cylindrical-shaped device. Manning the back of the device at a set of controls was Vilgax's right-hand man.

"Hold on, isn't that Vilgax's lackey?" Kevin asked.

"Psyphon. What's he doing here?" Gwen wondered.

Using an advanced targeting system, Psyphon aimed the barrel of the device at Alien X' chest.

"All this time staying cloaked, hiding, and following those brats around has finally paid off, master."He sneered.

A metallic cable shot out from the device and attached itself to the Celestialsapien's chest.

"Now, it begins." Pressing a red button, the large cylinder-shaped machine hummed to life.

White and black cosmic energy suddenly swirled out of Alien X, up the cable, and into the machine.

"BEN!?" Gwen and Kevin shouted, alarmed.

"What is happening?" George was bewildered.

Kevin narrowed his eyes at the machine Psyphon was using. "That's a Vox Peniculus! If we don't stop him now, he'll drain Alien X dry!"

The Celestialsapien, despite the power drainage taking place, remained stationary and unperturbed by what was happening.

"I see, well then," Sir George unsheathed Ascalon and held it up, "allow me to aid you."

Charing up her palms with mana, Gwen expertly threw multiple mana disks at Psyphon. Kevin, meanwhile, reactivated his rifle and shot a volley of green energy blasts. Much to their chagrin, however, a transparent force field blocked the energy attacks.

Psyphon glanced in their direction with an annoyed scowl. "Did you really think I wouldn't be prepared for such predictable attacks?"

"Yeah? What about him then?" Kevin jerked his thumb back to George.

"Have at thee, cretin!" George swiped Ascalon forward, unleashing a wave of white energy that cut through the force field; much to Pysphon's shock. The force behind the impact rattled the Vox Peniculus, resulting in the machine to automatically shut off.

"This has never happened before…" Apprehensive at the fact someone managed to breach his force field technology, he immediately decided it was time for a tactical retreat. Quickly pressing a couple buttons, the Vox Peniculus detached its cable from Alien X; the rings around the device's barrel glowing with white and black celestial energy.

"Hopefully this'll be enough, master..." Psyphon murmured.

"You fiend, come down and face me!"

"Time to go."

As Sir George discharged more energy slashes in his direction, Psyphon pressed a few controls and teleported the machine and himself away in a flash of blue. It was just in the nick of time as George's attach struck the cliffside Psyphon previously was positioned on.

"Coward!" George exclaimed. "You dishonor yourself by running away."

Gwen and Kevin both tensed up, feeling uneasy about what had transpired. Though Alien X visibly looked unaffected as he floated in midair, Psyphon had partially stolen a portion of his cosmic power. What could this mean? What would he do with it?

They had a bad feeling about this.

Planet Vilgaxia…

In a blue flash, Psyphon teleported with the Vox Peniculus in Vilgax's throne room. The Vilgaxian ruler himself stood up from his extravagant throne and sauntered down the steps that lead to his seat of power.

"Psyphon," Vilgax said, "you took your time. Do you have it?"

An impish grin formed on the white fin-headed alien's face. "Indeed, master. Though I was unable to fully drain Ben Tennyson's Celestialsapien form due to an… unforeseen complication… I believe I took just enough to satisfy your purpose."

"For your sake, it had better be." The warlord half-threatened. "Prepare the transfer, toady!"

"As you command." Psyphon bowed reverently as he inputted several commands on the control console.

Vilgax, meanwhile, focused his gaze on the power-absorbing device; specifically, the cosmic power radiating from the panel-like rings on the cylinder. A malicious leer curled upward on his face.

'At long last… I will have my revenge and the power to tear the cosmos apart.'

With a mechanical humming sound, Psyphon stepped away from the controls. "It is ready, master."

"I will finally be free." He stepped up the back of the Vox Peniculus. "The greatest power in the universe is mine!"

Reaching out his hands, Vilgax grabbed onto two handhold rods and instantaneously felt a tremendous power surging into his body. His clenched his jaw shut, trying to suppress his pain as all his nerves were set ablaze. All the powers he had stolen from the greatest champions of ten worlds were nothing compared to this!

Psyphon looked on as a white glow shone off his master's body while black lightning crackled around him.

"So… m-much…" Vilgax strained.

His red eyes glowed brighter while bulges moved freely around his body; his armor breaking off and falling to the floor.

"AAAAHHHHHHH!"

No longer able to suppress the pain, he threw back his head and unleashed a bellow of unadulterated agony. It resonated throughout the throne room and shattered all the windows. Citizens within a mile radius of Vilgax's castle looked on in confused concern from the unsettling noise.

Psyphon was forced to shut his eyes and hold up his arms in a vain attempt to shield himself from the intense blinding light.

Moments later, the yelling finally ceased. Peaking his eyes open, he could see the light had died down as well. Lifting his head, Psyphon was met with an astounding sight.

With Vilgax's armor laid strewn across the floor, standing in his master's place was a being that closely resembled Vilgax; however, its body was primarily black as space with a red outline around it. What seemed to be red stars were scattered across his body. Though it had no visible mouth, it had a pair of malicious red eyes and beard-like tentacles hanging down its face.

"It… it worked!" Psyphon exclaimed, sounding half-shocked and half-enthusiastic. "Master, the powers of Ben Tennyson's Alien X are now yours!"

"We are Alien V." The being spoke in three voices; one was dull and masculine, the second was a cheerful and feminine, and the third was Vilgax's. "Seconded! Vilgaxia entrapment nullification motion carried!"

The being known as Alien V held up its right hand and snapped its fingers, resulting in a red wave of energy to expand out across the room, the capital city, and the entire planet in the blink of an eye.

Psyphon was able to swiftly decipher the meaning behind Alien V's words, and sneered, "Now that you are free, let us go to Earth so you may finish the job, master."

Pressing a few controls on his high-tech wristband, the pair were enveloped in blue light and vanished.

Back on Earth…

"How long will young master Tennyson remain in that form?" George asked, curious.

It had been only a few minutes since Psyphon had escaped after stealing a portion of Alien X's power. The Celestialsapien was still levitating motionless a few inches off the ground. Gwen had used a mana rope to pull him closer to the ground moments earlier.

"It's hard to say," Gwen shrugged. "Ben will usually change right back after using Alien X, not counting the first time."

"He and those other personalities must be discussing something; probably related to Vilgax." Kevin responded.

"Vilgax?" Gwen's eyes widened at the implications of Kevin's statement. "You don't mean-"

"Why else would Psyphon be hiding around with the Vox Peniculus? Squid-face has been planning this."

"Vilgax? Another demon from the pit?" George inquired in ignorance.

"More like a tyrant from the stars." Kevin corrected. "Ben fought him before and used Alien X to trap him on his home world last year."

"If what you say is true, then there's nothing to worry about from him, no?" George reasoned.

"Not if Vilgax gets his hands on Alien X's power. If he does-"

"It'll be the end of the lot of you?" The group turned to see Psyphon materialize in thin air behind them. He wasn't alone though as a being cut from space itself with red stars stood by him. Given the being's Chimera Sui Generis-like appearance, Gwen and Kevin immediately deduced who it was.

"That is what you were going to say, was it not?" Psyphon sneered.

"Oh no…" Gwen uttered in horror.

"Too late." Kevin reached out his arm to touch Sir George's armor, coating his body in the enhanced metal. "Sorry, George. Gonna need to suit up again."

"I shall allow it given the circumstances." George got in a battle-ready stance, preparing to use Ascalon at a moment's notice. "I gather these aliens are enemies of yours then?"

"You could say that." Gwen replied, charging up her body with mana.

Gwen and Kevin knew fighting may be pointless, but there was no way they were going down without a fight.

Neither would Sir George. It wasn't in his nature.

"Well then, because your friend saved my life and vanquished my longtime foe, I shall repay my debt and help vanquish these despicable fiends!" George decreed, white energy sparkling off the sword.

"Thanks, old man." Kevin lightly smirked.

"It's too late." Psyphon stated. "Master Vilgax has ascended to a new echelon of power. You primitives can never hope to thwart him again." His red eyes looked past the trio to see Alien X floating in the air, motionless like a statue.

He grinned evilly. "There, master! Use your power to destroy Ben Tennyson once and for all!"

Alien V did not respond.

Psyphon quirked a brow in confusion and looked back. "Master…?"

Alien V was frozen, not moving an inch.

Gwen, Kevin, and George were also befuddled. Why wasn't he attacking, or at least gloating about his newly acquired power?

The former two's eyes widened as a thought occurred to them.

The redheaded Anodite smirked from the realization and disengaged her mana. "You guys can relax. There's nothing to worry about."

Kevin nodded, allowing his body to return to normal. "Yep. We're done here."

George looked back between Gwen and Kevin, dumbfounded. "Pardon?"

"How dare you?!" Psyphon angrily exclaimed. "Master! They're right there! DESTROY THEM!"

Alien V, however, did not react. Much like his other Celestialsapien counterpart, he remained petrified.

"Vilgax?" Psyphon was perplexed. Moment's prior he had broken free of Vilgaxia after being entrapped on it for an Earth year. Now, he wasn't doing anything. Did he need to rest and recover his strength?

"What? You didn't know Psyphon?" Kevin grinned impishly.

"W-what did you do?" Psyphon demanded.

"We didn't do anything." Gwen crossed her arms over her chest, a smug smirk gracing her face. "Vilgax may have Alien X's power, or at least part of it, but he also has the drawbacks that go along with being a Celestialsapien too."

"I… I don't…" The white-skinned alien was still confused. What drawbacks? Celestialsapiens were omnipotent, were they not?

"Ah, I see." George's eyes opened wider in realization. He couldn't help but let out a hearty guffaw. "The monster sought ultimate power and though he gained it, it is still out of his reach. Such irony! Ha-ha-ha!"

"No… it can't be." Psyphon murmured in disbelief. "Vilgax, destroy them! They're right there! MASTER!"

Alien V continued to stand completely inert, unresponsive to his lackey's cries.

Inside Alien V's Mind Space…

"INCREDIBLE!" Vilgax exclaimed triumphantly. "I've never experienced such power! Quick, I want to do more!"

Vilgax was floating in space filled with red stars in the distance. Floating in front of him were two giant red masks.

One was feminine with large round eye sockets that, despite being empty, seemed to radiate with joy while her complexion was very bubbly. Red glowing hair flowed off the top of the feminine mask and framed her face and curved inwards.

The other mask appeared to be masculine, and its countenance was the opposite of its counterpart. Its eye sockets were half-lidded and empty, both literally and emotionally, while its expression screamed indifference. It also had red glowing hair with a long bang covering its right eye socket.

"I love the enthusiasm, but you're one of three now, Vilgy!" The feminine mask said in a cheerful, bubbly voice.

"He wasn't listening…" The masculine mask droned and sighed. "… not that I care or anything."

"Hey, don't be such a bore!" She pouted.

Glancing at her, he quirked his left brow. "You know who you're speaking to, right?"

"You can at least try to act enthused!"

These two beings, whoever they were (he wasn't listening during their introductions earlier), were really beginning to infuriate the warlord.

"ENOUGH! Whoever you are, be silent and do as I say!"

"Hey, you already forgot our names. That's not nice!"

"I don't think he cares… nor do I."

"Fine!" She huffed in mild exasperation. "I'll introduce us again."

"But I don't ca-"

Vilgax was interrupted as the female-esque mask continued. "Hello, Vilgy! My name is Chasity. I am the Voice of Passion and Kindness!"

The masculine mask sighed deeply, looking disinterested. "… I'm Vetis… the Voice of Apathy and Malice..."

"And you're supposed to be our Voice of Prudence." Chasity concluded.

"I don't care who you are! I am VILGAX! Conqueror of ten worlds. Soon, I will rule the universe! I wish to use my awesome power to destroy my greatest enemy: Ben Tennyson. Show him to me!"

Unperturbed by Vilgax's outburst, Chasity looked to her counterpart. "Seconded."

"Moton carried… I guess." Vetis drearily said.

A rectangular portal suddenly appeared with a red outline, portraying Alien V's point-of-view into the outside world. The terrain was littered with holes, scrapes, and smoke – indicating that a fight had transpired. Off to the side, Psyphon was being restrained by white energy tendrils and mana bindings courtesy of Sir George and Gwen respectively. The panel then focused on Alien X, floating motionless.

"THERE!" Vilgax pointed, recognizing the Omnitrix dial on the being's chest. "That's him! Now, let's destroy him while he isn't expecting it!"

Chasity and Vetis briefly glanced at each other before looking back to the tyrant.

"No." Both firmly denied.

Vilgax was enraged and flabbergasted at their refusal. "WHAT?!"

"That's just mean, Vilgy!" Chasity puffed her cheeks out. "Besides, we have no reason to attack a fellow Celestialsapien. Especially when they're debating."

"It's against Celestialsapien customs…" Vetis yawned in a bored manner, "… not that I care. Just can't be bothered to do anything."

Vilgax clenched his fists as his body trembled in fury. "You dare oppose me!? For such trivial nonsense?! You listen to me! I am in charge! You will do as I say, or-"

"That's not how it works, Vilgax." Chasity sounded annoyed. "Alien V doesn't do anything unless it's put to a vote."

Vetis chimed in. "You're new here, so we cut you some slack in granting your motion to escape from Vilgaxia. That's the procedure though… as pointless as it is."

Vilgax snarled in vexation. "Fine… then I move you allow me to vanquish my foe, Ben Tennyson."

"Is there a second?" Chasity inquired.

"Motion defeated." She decreed.

"WHAT?!" Vilgax exclaimed, furious.

"Your motion was denied." Vetis said plainly. "This is what we do. We deliberate…"

"Ooh, I have a motion!" Chasity excitedly proposed, "Now that we have a third voice, let's revisit all our tabled motions from newest to oldest. Sound fun?"

"I don't see how that would be fun. But sure… got nothing better to do." Vetis droned.

"I refuse!" Vilgax spat. "I don't care about any of your-"

"Sorry, Vilgy. It's two against 1. You're outnumbered. Motion carried!" Chasity said enthusiastically. "Let's start from the top with Tabled Motion Number 10 trillion, 616 billion, 480 million, 717 hundred-thousand, and 9: To reconfigure the universe's meta."

Vilgax quirked a brow, confused. "What?"

Vetis sighed in disinterest. "Do we have to start with that one?"

"You guys just listen." Chasity beamed. "I'm sure I can convince you. I think this motion should be considered for the following reasons: the backgrounds are usually too dark, designs for alien can be too robotic in nature sometimes, and movements aren't always fluid. Now, my proposal for the new meta includes-"

"No… no…no…" Vilgax snarled; his ire increasing by the second.

"STOP!" The warlord shouted, gaining both personalities attention. "I've grown tired of both of you! I will take not part in your senseless prattle. Release me! I'll destroy my enemies and conquer the universe without your power!"

Chasity did her best to mimic an eyeroll. "You're a stubborn one. So much for being the Voice of Prudence..."

"You don't get it, do you?" Vetis's usual apathetic expression was laced with exasperation. "We don't just casually use our power like lesser beings would."

"Lesser beings?" Vilgax growled in offense. "Power is meaningless if it isn't used!"

"And that is why you're a lesser being." Vetis dully groaned. "Such a primitive line of thinking."

"We Celestialsapiens are the most powerful beings because we are the most deliberative." Chasity added matter-of-factly.

Vilgax was confused. What did that mean? Tennyson was able to use Alien X's power to confine him to his home planet. Why couldn't he freely use his own power? Hold on, was Tennyson having to debate with other personalities as well? How could he have convinced them to do what he wanted?

"We've been waiting so long for a third voice. A tiebreaker!" Chasity grinned, but instead of the cheerful vibe she had been giving off, it now seemed very creepy. "We're never letting you go, Vilgy."

"You might as well get comfortable, Chimera Sui Generis." An ominous half-smirk formed on Vetis's visage. "You're not going anywhere."

"Now," Chasity resumed her bubbly demeanor, "before I was rudely interrupted, I'll start again. You see-"

Shocked dismay was etched into Vilgax's expression. Completely ignoring Chasity's prattle, he lowered his head as the full magnitude of his situation hit him like a hit from a To'Kustar. He had the greatest power in all his existence, yet it was completely out of his control. He would be forced to spend eternity in the presence of these two fools!

"No… no…" He despaired; eyes widening in horror. "NNOOOOOOOOOOOOOO!"

On the outside…

Two Plumber officers were walking Psyphon up a ramp into a Plumber ship in energy cuffs; a brace covering the controls on his forearm to cut off access to any weapon systems. Behind them, Alien V was strapped to a dolly and being pushed up by a Tetramand officer.

Meanwhile, Gwen and Kevin were talking with Magister Patelliday and debriefing him over what had transpired. Sir George was further away talking with Azmuth, who had appeared recently after detecting Ascalon's energy signature from across the galaxy.

"It's been a long time, Azmuth." George said cordially.

"For you maybe," Azmuth replied curtly. "Now, give me back my sword, George." He held out his hand expectantly.

Sir George didn't resist. Dagon was gone; therefore, there was no reason to wield the sword anymore. Unsheathing the blade and mentally deactivating it, the full body armor disappeared – leaving George in his old attire that consisted of work boots, blue jeans, and a blue worker shirt. His youth had also been stripped away as he resumed his elderly appearance.

He kneeled to place the blade at Azmuth's feet. "I know you and I may not see eye-to-eye on many things, Azmuth. But I can't thank you enough for granting me the chance to wield this weapon. Without it, Dagon would've enslaved Earth and the rest of our dimension."

Azmuth sighed forlornly. "At least some good came out of it. But this is too much power for any one being."

The First Thinker touched the hilt and Ascalon broke apart into a green beam of light and disappeared into the night sky.

George nodded in acceptance. He then turned his gaze to Alien X, who was still floating motionless.

"Azmuth, young master Tennyson's ability to transform… it's your doing, isn't it?"

Azmuth was mildly surprised by George's spot-on deduction. "Y-yes. How did you-"

"I can think of no other being who could forge such a weapon." George plainly answered.

"It's not a weapon… or at least it was never meant to be one." He explained. "It was meant to be a way to foster peace to all sentient species in the galaxy."

George pondered on that. As the Original Forever Knight, he had believed aliens and alien-hybrids were abominations, threats to humanity. However, after fighting alongside two hybrids and witnessing a literal all-powerful alien defeat his ancient enemy when he couldn't, he was starting to think that perhaps it wasn't that simple anymore.

That line of thinking wasn't valid anymore. If, in fact, it ever was to begin with.

"What will you do now, George?" The Galvan kept his back turned.

"I don't know." George answered honestly. "I have much to think on. But I suppose like young master Tennyson, I'll use what power I have to help others."

Azmuth nodded, seemingly satisfied with that response. "I wish you all the best then, George."

"Farewell… Azmuth."

The elderly man proceeded to walk away. Taking once last glance at Alien X, a small smile graced his lips. 'Thank you for saving this old man's life, young master Tennyson. I swear on my honor, I will make what life I have left in me count.' He inwardly vowed.

With that, the Original Forever Knight sauntered out of sight in hopes of discovering a new goal to pursue.

Moments passed and Alien X remained still. Gwen and Kevin walked over to Azmuth's position after the Plumber ship blasted off into the sky.

"Psyphon has been taken into custody. Given that he was Vilgax's accomplice, he'll likely be sent to the Null Void for his crimes." Kevin stated.

"A fair punishment." Azmuth responded. "I'll have Vilgax transported to Galvan Prime. A team of Galvan's best scientist will study and discover if there's any way to reverse his transformation... as unlikely as it may be."

Kevin shrugged. "It's worth a shot."

"Do you think Vilgax will ever learn to get those other personalities to cooperate?" Gwen questioned worriedly.

Azmuth shook his head. "Highly unlikely given Vilgax's nature; however, that doesn't mean we shouldn't try to restore him to his original form."

Azmuth had taken Ben's advice on changing Albedo back to his Galvan form. Though his former assistant still despised him, Azmuth could tell Albedo wasn't losing himself to insanity anymore. Albedo wasn't exactly happy to spend his days doing dirty jobs across Galvan Prime, but it was a punishment he could at least endure.

They then turned to Alien X, waiting for him to change back. Azmuth was growing impatient and was preparing to leave until three voices broke the silence.

"Seconded! Ninth holder motion carried." White light briefly shone off Alien X's body.

Azmuth titled his head. 'I won't even inquire what that was about. Just hurry it up, Tennyson.'

"Seconded! Motion carried." Alien X's body was shrouded in emerald light as he transformed back to Ben.

Ben let out a long exhale before turning to the others. "Hey, guys. Sorry about that. After stopping Dagon, Bellicus and Serena were insistent I help them resolve one of their backburner motions."

"Is that what just happened before you changed back?" Gwen asked, curious.

"Yeah," Ben rubbed his neck, "just helping a teenage boy in another universe achieve his dream of becoming a hero. Anyways, what happened to George?" He looked around the area for the elderly man.

"He left a while ago but that's not important, Ben." Azmuth spoke up.

"Ben…" Gwen's expression became serious. "Vilgax, he absorbed-"

"Celestialsapien power. Yeah, I know." Ben finished, not sounding perturbed.

This seemed to catch the group by surprise.

"Wait, if you already knew then why didn't you-" Kevin was then interrupted.

"I wanted to, but Bellicus and Serena convinced me; otherwise." Ben smirked. "Vilgax will never be able to convince those personalities to do anything significant. So, as crazy as it sounds, Vilgax is pretty harmless now."

"You're right, it does sound crazy." Gwen agreed.

Kevin laughed. "Vilgax has all the power he ever wanted but can't use it? Perfect!"

"Hmm…" Azmuth hummed in contemplation of the info he had heard. "I see."

'If that's the case, then perhaps it's not imperative that we revert Vilgax to normal. It may be better for him to remain as he is. As ridiculous as it sounds...' Azmuth mused.

"Azmuth, I'm guessing you came to take Ascalon back?" Ben asked.

The First Thinker nodded. "Yes, but that's not the only reason for my visit." He held out hand expectantly.

"What?"

"The Omnitrix - give it to me." Azmuth demanded.

Ben frowned and held out his left arm. Suddenly, green light illuminated off the device before it disappeared in a flash. Needless to say, the Alien Force crew were stunned by this sudden development.

"Azmuth…?" Ben's expression fell. "I… I thought I proved I was worthy?"

"You have, Ben. Look Azmuth, I get Ben has his… quirks… but hasn't he shown he's more than capable of wielding the Omnitrix?" Gwen demanded.

"Seriously, dude." Kevin took a step forward, an edge in his voice. "What's this about?"

"Please, calm yourselves! As usual you misunderstand. Ben," Azmuth turned back to the brunet, "you have proved your worth. But my prototype Omnitrix is no longer worthy of you."

"Prototype? I don't…" Ben trailed off, bemused.

"Oh, for the love of - Look at your wrist!" Azmuth shouted in irritation, motioning toward Ben's left arm.

Ben blinked curiously as he lifted his jacket sleeve to see … another Omnitrix? It looked exactly like the one Azmuth just took.

"You're… you're giving me another Omnitrix?" Ben was confused.

"Not quite. This is the Ultimatrix. The true Ultimatrix." Azmuth corrected. "This is what I was intending to build before Albedo stole its incomplete core. It's a far more improved version of the Omnitrix. I daresay it pushes the limits of what the Omnitrix could do to the max; hence the name."

"Ultimate Omnimatrix…" Gwen realized.

"Precisely."

"This… this is really cool, Azmuth!" Ben beamed.

A sly smirk made its way on Azmuth's face. "I also included the Evolutionary Function… and I did improve upon it, for the record!"

"I knew you could. Thank you, Azmuth." Ben said sincerely. "I don't know how I can repay you."

"Keep doing the right thing." Azmuth smiled proudly.

"So, the Master Control?" Ben wondered, cocking a brow in anticipation. "Is it unlocked?"

"Hmph, naturally. I will say there's a lot more to the Ultimatrix than what you're already familiar with." He vaguely mentioned.

"Really? Like what?"

Azmuth smirked. "Have fun figuring it out." In a bright flash, he teleported away.

Gwen and Kevin regrouped with Ben; smiles plastered on their faces. Ben looked around at his teammates, glanced down at his new Ultimatrix, and then looked off in the distance with a confident smile.


Once the scene ended, the rectangular panel closed. Paradox continued to stand in the empty void.

"Another monumental step forward in young master Tennyson's journey." Time-Walker looked off the side. "Seeing all this from an alternative point-of-view does provide a different perspective, does it not?"

"Are you trying to deceive me into admitting the cause for my current state was of my own doing, Time-Walker?" a new, darker voice enquired.

Paradox tilted his head. "Did the scene we watch not convince you? Surely, after spending so much time alone, it must've crossed your mind?"

"… I admit nothing."

"Still prideful as ever." Paradox chuckled ruefully. "I suppose some things will never change."

"Are you here to mock me?" The dark voice sounded annoyed. "Showing the origins of the being who stripped me of my power and cast me out of the omniverse? Just for me to simply watch all of existence for eternity. If so, then leave me be."

"Mock you? Far from it. Take it from me, I know what it's like to be cast off from everything; alone for millennia and beyond." Paradox stated. "Having someone to keep me company during that time could've saved me from thousands of years of insanity before I eventually obtain complete sanity."

"So, this is pity then? I don't want it."

"Not pity. Quite frankly, you deserve none." Paradox evenly replied with a dull frown. "Rather, this is a chance to show you an alternative to how incredible power should be treated, contrary to what you believe."

Paradox turned forward and summoned several more visual panels.

"Why don't we continue? Let's see where Ben's journey takes him now." The immortal scientist continued. "As opposed to the original timeline, many threats were easily vanquished or quelled before becoming an issue thanks to his new Ultimatrix and finer control over Alien X."

Multiple panels displayed various scenes.

Khyber and Dr. Psychobos being defeated via Rook Blonko and Ben. Rook was Ben's new partner following Gwen and Kevin's departure after the former was accepted into an Ivy League school out of town. Thanks to his new Ultimate Alien transformations, Ben was able to overcome the Nemetrix alien-predators the galactic hunter and psychotic Cerebrocrustacean scientist had deployed against him; much to the former's annoyance and latter's dismay.

Ben using Alien X to deactivate and disable the Annihilargh before its accidental activation at the hands of the Vreedle Brothers. Rook looked ecstatic to see the Celestialsapein form in person.

An epic battle transpires on Galvan Prime. Malware has returned and is fully intent on merging with the entire planet and its technology to become an unstoppable force. Ben is fighting the Malware's Giant Form with Ultimate Way Big. The battle is intense and mostly even until Malware grows larger, overwhelming the evolved To'kustar and absorbing him into his body. Right when all seems lost, Ben has an epiphany and learns to forgive himself for losing Feedback five-years-earlier, signaling the return of the Conductoid transformation. Much like the original timeline, Feedback uses the Helix energy to defeat the psychotic Galvanic Mechamorph, turning him to stone – finally settling the score.

Ben, as he's transformed into Alien X during one of his weekly sessions, the topic of Maltruant and the upcoming Time War is brought up. Ben convinces Bellicus and Serena to act and prevent the conflict from transpiring, stating that Maltruant is technically breaking the laws of time in his quest for universal domination and that the rogue Chronosapien must be dealt with. In full agreement with each other, Alien X permanently strips the rogue Chronosapien of his time abilities; so, even if he is reassembled, he'd be nothing but a lumbering hunk of metal. It may be cruel, but Ben understood the consequences if Maltruant was allowed to do as he pleased with his abilities. One could say a bit of Bellicus's views were rubbing off on him in that regard.

The panels disappeared upon completing the scenes.

"Sadly though, despite these many victories, there was still one area young Ben could not win at."

A rectangle appeared to show another scene.


The scene zoomed in on a stadium with a crowd quietly spectating an ongoing tennis match. Within that crowd was a Caucasian teenage boy with orangish-red hair and brown eyes. He wore a white t-shirt with orange on the shoulder and sleeve areas, dark green cargo pants, and white tennis shoes. On his left wrist was a dark orange and black wristwatch with a yellow faceplate. At first glance, he didn't seem like anyone special or important… and that was the point.

Paradox chuckled. "The lengths Ben now has to go in order to avoid the public eye."

Yes. The orange-haired teenager was seventeen-year-old Ben Tennyson using an ID mask to conceal his identity.

A year had passed since Dagon was banished out of the multiverse. It certainly had been an eventful year for the Ultimatrix user.

He had come to learn of a secret alien community dubbed Undertown that resided underneath Bellwood. A Plumber base had been established in Bellwood disguised as a plumbing store (ironically) with Grandpa Max managing it. Gwen had graduated from high school early and moved out of town to attend Friedkin University, an accredited Ivy Leave institution, with Kevin going with her and working at an auto-shop close to campus. Ben himself had been assigned a new partner in Rook Blonko, a Revonnahgander who was by the books and unfamiliar with Earth customs and expressions; however, he was starting to learn thanks to Ben's influence.

Ben, at first, wasn't very eager to have a partner but eventually warmed up to Rook – coming to see him as a good friend. They had defeated many villains together, varying from common low-level street thugs like Fistrick to universal-level threats like Malware.

"You may wonder why Ben is concealing his identity to begin with." Paradox spoke. "Well, much like in the original timeline, a ten-year-old boy named Jimmy Jones figured out Ben's secret identity and revealed it to the world. Ben, at first, enjoyed the attention but eventually became fed up with it. Opting to go out in disguise when he wasn't on duty."

Ben continued to watch the tennis match with split focus. He wasn't a fan of wearing the ID mask just to walk in public, but he didn't have much choice if he wanted to enjoy his favorite pastime at Mr. Smoothy's and Burger Shack without being swarmed by ravenous fans or protestors demanding he leave Earth.

Upon his secret identity being revealed, Will Harangue started slandering him on his show in an attempt to turn the public against him… and also for ratings. It was a shame too as Ben used to enjoy watching his show. Not anymore.

Poor Jimmy felt extremely guilt over what he had done, but Ben consoled him – ensuring it would be okay. After all, his identity would have been revealed to the public at some point anyway if his encounters with his alternate future selves weren't any indication.

After a year under their belt, Ben and Rook were both granted time off by Max to relax. Rook had decided to return to Planet Revonnah to reconnect with his family. He asked if Ben wanted to join him, but Ben politely declined the offer, stating he had some business to handle. He told Rook to give his family his best wishes though, to which Rook didn't understand, asking, "How can you give them wishes?"

Ben smiled at that. His thoughts then drifted to meeting Rook's family for the first time several months back when he went to help Rook with the Revonnah Amber Ogia harvest. He especially remembered Rook's sister, Rook-Shar, as she was definitely a looker. Very cute for an alien feline humanoid.

He shook that thought out of his head. 'Focus, Ben! You're here to support and surprise Julie. Not think about other girls, especially your partner's sister.'

Shifting his attention back to the match, Ben was pleased to see Julie's opponent miss a serve – giving Julie the win. The crowd stood up and applauded Julie. With that victory, Julie would move onto the International Women's Tennis Tournament!

Ben squeezed by a few people and quickly walked down the stadium steps, hoping to meet Julie off the court. However, he stopped when he saw a man on the sideline run up to the Japanese American girl and embrace her.

He was moderately tall with blonde hair, wore a brown sweater over a white dress shirt, brown pants and shoes, and had a camera hanging from his neck. The two shared a heartwarming embraced and then kissed, cameras going off around them.

Ben was momentarily stunned from the display. He couldn't believe what he was seeing. It took a bystander bumping into his shoulder for him to be snapped out of his trance.

'She never told me she already moved on…' Ben thought, feeling sadden. Julie and Ben kept in touch even after the breakup, but it was clear she wasn't fully transparent with him. In her defense, neither was he at times.

Placing his hands in his pockets, he slowly sauntered away from the crowd and towards one of the stadium's exits.

"I should be happy for her…" He murmured. "I am… but can't help but feel betrayed."

'Come off it!' He reprimanded himself. 'You're the one who ignored her. You have no one to blame but yourself, Mr. Superhero.'

Ben sighed as he stepped out in the parking lot; the new car Kevin had made for him two years prior was parked a good walking distance away.

'So… now that the book is officially closed, what's next? Maybe I can ask Ester if she wants to go see a movie?'

He was seriously considering the thought of potentially dating the Kraaho-human hybrid. They shared many likes and got along very well, and she was definitely cute. But then he suddenly remembered something important.

'Oh right… she's dating that Antonio guy.' He sheepishly thought.

His thoughts then shifted to Elena, one of his old childhood crushes. She was entering her final year at Plumber Academy and was excelling from what he had heard. Maybe he could try asking her out?

'Oh… wait, she's dating someone too.'

He then remembered another childhood crush: Kai Green. He couldn't help but let out wistful sigh at the thought of the dark-haired Xenologist beauty. His feelings on Kai were mixed. They were on friendly terms and, if he were being honest, he still harbored romantic feelings towards the Navajo girl – but he wasn't convinced the feeling was mutual.

Finally, he remembered Eunice, the artificial human form of the Unitrix; a prototype of the Omnitrix. He smiled at the memory of their time together over a year ago. He had feelings for her, yes. He suspected the beautiful blonde felt the same way to a degree. However, Azmuth had confirmed that since Eunice's DNA was based off Gwen's she essentially was a member of the Tennyson family; biologically speaking.

Ben sighed in exasperation. 'Guess that can't go anywhere either – unless she somehow altered her DNA enough. Man…' Ben finally arrived at his car and pulled off the ID mask, resuming his normal look. '… I really suck at this romance stuff. Heck, even Rook has a girl back on Revonnah! Maybe I shouldn't even worry about all this right now.'

He started up the DX Mark 10 and drove away, still ruminating on his lackluster love life.

The scene then transitioned to Ben stepping into his bedroom and locking the door behind him.

He honestly wasn't sure what to do with his time-off. Gwen and Kevin were busy doing something together. Rook was off world on Revonnah with his family. Grandpa Max was busy keeping things in order at Bellwood Plumber base. Even his mom and dad were out of town on their anniversary, trusting that Ben can take care of himself.

He was considering just playing video games to pass the time. No way was he doing homework either. One glance at the Ultimatrix made him consider another option.

'Huh… I mean, I know I already put in my three hours this week… but a little more time wouldn't hurt, right?' With his mind made up, Ben's body was engulfed in green as he assumed the form of…

"Alien X!"


Once the scene concluded, the visual panel disappeared.

"So, Ben the Triumphant started using his Celestialsapien form more as a distraction from the fact he couldn't procure a mate?"

Paradox nodded. "More or less. This decision would have its pros and cons. On the plus side, many threats were easily vanquished thanks to his finer control over Alien X. On the downside, Ben's love life would take a hit unfortunately as he devoted most of his free time debating with Bellicus and Serena."

"Why would any being need 'love' when the unlimited power of a Celestialsapien is an option? Ben the Triumphant made a wise decision indeed." The other voice commented.

"You believe so?" Paradox quirked a brow. "Then, why don't we see how this decision would affect Ben's life going forward, shall we?"


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

So, what do you fine readers think? Do you like how the Dagon arc and beyond played out? Do you agree with Alien V essentially being stuck motionless forever? Ben may have growing control with Alien X, but it's sadly coming at a cost in terms of his love life… or lack, thereof.

Keep in mind, Alien V in this story isn't the one from the Reboot continuity. I just copied the name and design. A fact from the UAF continuity (at least) if a mature Celestialsapien's powers are absorbed by another being, they would also gain alternate personalities too. Not sure if they would gain copies of the Celestialsapien's or completely different ones though. For the sake of this story, I opted for different personalities as it's much more fun to write. This is the canon reason why Aggregor wanted to absorb the powers from an infant Celestialsapien as they haven't developed multiple personalities yet. He'd gain omnipotence minus the drawback of having to debate with alternate personas.

Here are the voice actors I had in mind for Chasity and Vetis.

Vetis = Aaron Dismuke (voices Tamaki Amajiki/Suneater from My Hero Academia dub)

Chasity = Lindsay Seidel (voices Nejire Hado/Nejire-chan from My Hero Academia dub)

Changing a universe's meta means changing the show's art style. The art style and voice actor changes throughout the Ben 10 classical continuity are confirmed to be the work of Celestialsapiens. That's what Chasity was referring to in case you weren't aware.

By the way, the incognito design that Ben assumed at the tennis match was in fact an official Pre-Production design for Ben by Man of Action. You can check it out on Ben 10 wiki.

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