MvT Chapter 16: "Dimension 505: Part 1"

"Dimension 505: Part 1" is the sixteenth chapter of the fan-made Ben 10 continuation, Multiverse vs. Tennyson.

## Synopsis

"*A chaotic form of omniscient nature plagues the universe, terrorizes and recruits the allies and enemies of Ben Tennyson, and threatens to destroy everything and anything.*"

## Plot

The opening scene opens within the sandy desert planet of Khoros, the home-planet of the extraterrestrial race of humanoid Tetramands, the same species of Ben’s original transformation of Four Arms. As the scene pans over its deserts of red-orange sand and dark-red rock, several, pseudo-reptilian Sand Ripper predators swimming through the sand, it finally stops at the sight of a white-and-yellow royal palace: the Red Wind Kingdom.

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***KHOROS, “RED WIND KINGDOM” TERRITORY, HYPERION GALAXY***

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In the process of suddenly exiting the blindingly-fast speed of that of exiting hyperspeed, a manta-like creature of varying shades of blue enters the atmosphere and suddenly releases a sonic boom with its gradually-slowing landing. Revealing itself as the Omnitrix’s artificially-evolved Aerophibian DNA sample, Ultimate Jetray reveals himself as a larger, more-exaggerated, dark-blue version of his non-evolved counterpart, with larger, elongated wings, fingers, and tail, along with a wide face, his eyes bulging off to the side, and tendrils in place of his mouth, a light-blue, almost-white underbelly, light-blue spots coating his darker backside, and the pronged Omnitrix symbol on his chest… although strangely resembling a ticking clock face.

“***What a glorious kingdom.***” Ultimate Jetray speaks in a distorted voice, suddenly reverting back to his human form in a flash of red-and-green light… and revealing he was not Ben Prime… but the bizarre fusion between his essence and Left-Handed Jack… a chronological fusion that deems itself as ***Right-Handed Jack***.

Revealing his possession the hybrid of Jack’s mechanical, spatio-chronokinetic left hand prosthetic and Ben Prime’s Omnitrix: the ***Overclocked Omnitrix***, Jack slowly begins to walk through the deserts of Khoros’ territory of the Red Wind Kingdom, as several predatory, semi-aquatic creatures known as Sand Rippers lunge for the sand, attempting to violently attack Right-Handed Jack, only for him to instinctively transform into Spectrock, a large, bulky, top-heavy humanoid alien of lumpy rock, with a prominent hunchback and the Overclocked Omnitrix symbol on the back of his left hand, to defend himself.

Adapting the desert environment of Khoros, his body takes on a red-orange coloration of two similar shades, before he effortlessly strikes the Sand Rippers away with mere swings of his bulky arms and blasts of sand projected out of his palms, eventually scaring them all away. Humming a familiar tune of men and mirrors, Spectrock lumbers about and slowly approaches the front-gates of the Red Wind Kingdom, alerting the attention of several Tetramand guards, a few atop tamed Zibosons, that of large, dark-red, four-tusked bison-like aliens.

“You down there, HALT!” One of the Tetramand guards aggressively exclaims toward Spectrock, pointing down toward him with one arm and carrying a large energy blaster with another two of his hands, soon similarly pointing it down toward him. The threat of gunfire somehow manages to convince Spectrock to stop approaching them, as he faces the guards, listening to the further commands. “Identify yourself, in the name of the Red Wind Kingdom!”

“***A vastly-long story, but… you can consider us- ME... that of Benjamin Kirby Tennyson… wielder of the Omnitrix, and hero of this- MY universe…***” Spectrock responds, suddenly reverting back to his human form in a flash of red-and-green light, revealing his bizarre appearance to the guards and briefly frightening them with how strange he appeared, an uncanny mixture of organic and mechanical features.

“Ben 10?! Hah! You aren’t Ben 10, you look nothing like him, you imposter!” Another Tetramand guard exclaims, as Right-Handed Jack responds, “***Oh, please... I almost never look like myself… the Omnitrix device grants me the power to become virtually any species within its database, INCLUDING Tetramand DNA, if none of you were anywhere… allow me to show you...***” before suddenly morphing into Four Arms in another flash of dual-colored light.

“***Even if my… current appearance... may be unusual to you all… I am a universal hero, and I simply request nothing more than assistance within the interior of the Red Wind Kingdom…***” Four Arms speaks, holding out all four of his arms before suddenly reverting back to his fused human form in yet another flash of green-and-red light, as several members of the group of Tetramand guards ponder, a few looking back at him before turning away and quietly whispering to one another, before one eventually turns back around and asks Jack, “What precisely for, then… ‘Ben 10’...?”

“***I have traveled through many, many galaxies to travel to this planet of Khoros... from within the Hyperion Galaxy... to enter the Kingdom of the Red Wind... to speak to its wondrous leader, and his war-blooded daughter, of Gar Red Wind and Looma Red Wind respectively… I stand to make an offer for them that I hope I’m first granted access to do so…***” Right-Handed Jack responds, still holding out his arms, as the light ticking of his mechanical eyes fills the air. The Tetramand guards speak to one another again, before the first one asks, “If you got her... then… where’s your ship?”

“***No ship. Hyperspace entrance and maneuvering through an Aerophibian transformation. I am here alone.***” Right-Handed Jack simply responds, lowering his arms, to which another guard silently clutches his blaster tightly and asks, “If that’s true… you’ve passed by the Alatheia Star System, yeah? How many moons does the planet of Cupiditatem have?”

“***Oh, easy. There’s three.***” Right-Handed Jack quickly responds, to which the guards break out in a brief uproar, one of them angrily exclaiming, “Wrong, Cupiditatem doesn’t have THREE moons, it has EIGHTEEN! He’s a FRAUD, a LIAR, and worst, a SPY OF ANOTHER WORLD! FIRE AT WILL NOW!” before suddenly, the agitated Tetramand guards aim their blasters and immediately release rapid-down down on Jack, seemingly obliterating him and not stopping until a massive cloud of dust swarms the air where he stands.

“***Ah… I knew something was wrong about my chronopathic foresight… the depletion of those celestial bodies from eighteen to three doesn’t happen for another 10,000 years… my mistake...***” Right-Handed Jack suddenly speaks from the cloud of smoke, emerging from the cloud and revealing to have transformed into Feedback, having absorbed all their projected energy blasts through his plugs, thus terrifying the guards. Holding out his crackling arms, Feedback fires several electrokinetic blasts, throwing the guards back and frying their blasters.

As a group of Ziboson-riding guards charge at Feedback in an attempt to attack, he suddenly morphs into Pesky Dust in yet another flash of red-and-green light and fires a massive burst of projectile sleeping dust from his fingertips, causing both the Zibosons and the guards riding them to suddenly fall asleep. Starting to lightly hum to himself again, Pesky Dust morphs back into Jack upon passing by one of the unconscious Zibosons, and slowly begins to approach the closed front-gate of the kingdom.

“***My offer will stand… no being, human or alien, will stop me…***” Right-Handed Jack silently speaks, suddenly blasting a powerful beam of chronokinetic energy from his left palm, piercing through the closed gate and rapidly aging its metal structure to literal dust. Stepping through the destroyed gate, several Tetramand guards inside are alerted to the arrival of Jack and immediately begin to open fire at him with various blasters, although he effortlessly overpowers them with a sudden stomp of his foot that manifests a temporal shockwave that freezes all time around him. The ticking in the air halts at a sudden, and his mechanical eyes stop moving.

Suddenly transforming into Intermission from within a dazzling eruption of red and green light from the Overclocked Omnitrix, he launches a pair of powerful sonic blasts from his hands, and suddenly unfreezes time, throwing all the deafened guards back with the sonic attack. Many guards fleeing in terror from Jack, who transforms into a flurry of aliens to fend off and terrorize the guards attempting to attack him, including explosive bubbles from Nada Surf, waves of poisonous mercury from Mercurious, powerful earthquakes from Brickhouse, and crackling lightning waves from Frankenstrike, although not appearing to be directly attempting to harm any of the guards, only to fend them off.

The combined environmental damage of one of Nada Surf’s pressurized bubble explosions, combined with one of Brickhouse’s earthquakes, begins to rapidly cause a chunk of the palace’s walls to begin crumbling and falling from where it stands, and sensing this nearby, Frankenstrike suddenly morphs into MindMatter to prevent it from collapsing atop a fallen guard underneath, telekinetically pushing the damaged wall back together, before becoming Rollback to project an energized “Rollback Field” from the eye on his right palm to rewind and repair the wall.

“Y-You fixed the wall-?!” One of the Tetramand guards exclaims in shock, greatly weakened and unable to stand upon having been poisoned by one of Mercurious’ liquid waves, to which Rollback uses his chronological rollback field to also heal the guard of his mercury poisoning, despite the otherwise immunity Tetramands have for said poison, and responds upon reverting back to his human form in a sudden flash, “***I am not intending to hurt nor injury, but to only gather the attention of those I seek. I am an outsider of the Red Wind Kingdom, but I will not cause lasting harm. I only seek the presence of your King and Princess. Either, bring them to me, or bring me to them.***”

With that, the recovering Tetramand guards slowly rise back up to their feet and minutes later, the kingdom’s doors both open upwards, allowing hesitant, but willing access to the awaiting Right-Handed Jack, as he slowly walks through, humming to himself again, and enters a massive throne room, the Red Wind kingdom’s Princess Looma Red Wind sitting atop a massive shining throne, that of a tall, muscular and voluptuous female Tetramand in traditional, black-and-golden Tetramand armor, complete with her signature battle helmet, and dark-gray bandages around her waist, shins, and the biceps and forearms of all of her four arms.

“BEN TENNYSON!” An agitated Princess Looma Red Wind exclaims, getting up from her throne and standing the kingdom’s throne podium, staring intensely with her four orange eyes, and clutching a double-sided, mechanical warhammer in one hand. Jack stops walking, halting his humming tune, as Looma suddenly begins to sprint forward, swings the hammer up into the air, and smashes it down over Jack, only for him to suddenly splatter into a mass of water through rapidly transforming into Hightide, before quickly reshaping himself and re-manifesting behind Looma, swaying past her body to avoid another swaying strike of her hammer toward him, before finally re-solidifying and becoming Four Arms to shove her back with a weak punch.

Princess Looma Red Wind keeping her balance from the laughably-weak punch only serving the purpose of clearing a distance between the duo, she clenches her fists and stares intently at him again, as Four Arms merely tightens all four hands into fists. After a moment of glaring hesitation from both side, Looma suddenly lowers her hammer and begins to rapidly sprint forward, footsteps thudding against the throne room’s floors, seeming to be attempting to tackle Four Arms, only for her to suddenly embrace him and lift him upwards with a friendly, tight bear-hug, confusing Four Arms, yet not surprising him.

“Ben Tennyson! It’s you!” Looma proudly repeats in a much more friendly voice, confirming she had no ill intention prior, and hugging Four Arms, before he gradually reverts back in a flash of green-and-red light to reveal his shocking form, something that Looma seemingly doesn’t mind. “You’ve returned to the Red Wind kingdom to greet me, and oh, you’ve made such an entrance! I hope you don’t mind the absence of my father Gar... he’s out stomping a VERY pesky Lepidopterran invasion in the outskirts of Khoros! My, you’ve toughened up, haven’t you?”

“***...indeed, Looma… I have undergone some... drastic changes, namely my physical appearance… but it was of good intention... and I have many future plans I’m finally putting into action… and I required this self-augmentation to do so.***” Right-Handed Jack responds, dusting himself off with a free hand, as Looma eventually lowers him back down, releasing him, and happily pointing out, “Very true… I can see you’ve adopted the pigmentation of red too, just like a Tetramand! My… what means of technological fashion have you done for your eyes? They look… very intriguing...”

“***...the fashion of vast, omniscient knowledge in regards to space and time… with them, I can see the fabric of both factors with complete ease… I can see the day you were declared Princess of the Red Wind Kingdom… and the two you will be declared QUEEN…***” Right-Handed Jack responds, the ticking in his mechanical eyes fluctuating, to which a blissfully-unfrightened Looma utters, “*...so romantic…*” under her breath, before asking, “...but why have you come on such an occasion, dear Tennyson?”

“***Assistance. More hands, pun intended. The chances I wish to create can not be done by JUST myself... and the Omnitrix’s power.***” Right-Handed Jack responds, holding out his hands. “I specifically require access to Khoros’ deep underground factories that produces and cools its resources of molten Infinitum to utilize the pressure-forged, indestructible metal alloy for my own means. The amount of how much I require will be declared at a later time.”

“You… wish to develop specialized Tetramand Engine Blocks?” Princess Looma Red Wind curiously responds, pondering what he intends to, as Jack shakes his head in denial, before he activates the Overclocked Omnitrix to suddenly morph into Oblithium and begin to manifest several hard-light constructs to demonstrate molten fluid being cooled and reconstructed in the shape of a spiraling portal of energy that opens a gateway to dozens of duplicates to the planet of Khoros. Due to his Ramiel Monolith form’s natural inability to speak, he reverts back to his form and controls the still-present constructs with his own spatiokinetic power, narrating:

“***With solid Infintium, I can construct indestructible portal frameworks that can withstand the most unstable and volatile of power sources... allowing me to breach space to the point of allowing entire armies through. With your help, I will open a massive door to infinite alternate worlds, infinite versions of Khoros, that all may be ruined by one Tetramand queen and one Tetramand queen alone: you, Looma. The kingdom of Red Wind will not be isolated to just a fraction of Khoros, nor the entire portal, but hundreds of united versions of Khoros, all from different worlds...***”

“***...with this, I grant you infinite power, and the assistance to seize it.***” Jack continues, warping and bending a pre-existing hard-light construct into the form of a hand to grab one of the hard-light planets and raise it upwards in his hand, before suddenly morphing and transforming into a familiar alien transformation, the one that defeated Mad Ben back in Chapter 13, Pneumaterialultratransmutationsilicovolcanoconiosis, who turns the hard-light construct of the miniature replica of Khoros from its plasma state into a tangible mass of stark-white matter, soon taking the form of a large jagged chunk of the near-indestructible alien crystal known as Taydenite, representing wealth and power. “***Your help in obtaining it is what I require.***"

“Why… exactly do you require my help to accomplish this?” Princess Looma Red Wind asks, fascinated yet confused, to which Pneuma, turning the Taydenite replica into dissipating gas, responds, “***That are many sinister versions of myself, out in the literal infinity of the multiverse and its countless collection of universes. Many of them wish to come out on top as the greatest version of Benjamin Kirby Tennyson that has existed, and that includes wiping out other universes, such as my own, to eliminate ‘competition’... and I can not afford to have this world be destroyed. With my goals, and the overseeing of my ‘Higher-Up’, we will liberate these worlds. Free them from incoming destruction.***”

“***Even if it seems unnatural, we will preserve all versions of myself with true heroic characteristics, and obliterate those who intend to use their powers for nothing but harm and evil.***” Pneuma continues, creating constructs of flowing gas around him and hardening them into various objects representing what he means as he narrates, such as a marble statue’s disembodied head of a horned, demonic version of Ben Prime to represent evil alternate Bens, an iron gauntlet to represent their wishes of domination, a plastic trash-can to represent the extinction and destruction of universes, unshackled metal handcuffs to represent liberation and freedom, an air-sealed glass container to represent preservation, and flowing orbs of raw plasmic energy to represent the infinite versions of the Omnitrixes’ powers.

“***Do you wish to join me, princess, to help me fulfill these desires of mine? To save the multiverse from the clutches of civil war, by choosing to be the ones who will save it from evisceration, to save and rule it?***” Pneuma asks, getting rid of the constructs with a swipe of his hand, turning them into dispersing gas, before holding said out toward the fascinated Looma, and commenting, ”***Your family rules a powerful race, one of fortitude and strength... one species almost all versions of myself had to have depend on its DNA of when they first obtained their Omnitrix prototype... imagine this offer going a step further in your favor… why rule only part of a planet when you can rule more? It would please your father, wouldn’t it? In fact... if you accept… I see your future of being declared Queen growing closer than ever...***”

“I’m… very not sure… what about your beloved? That Earthly ‘Julia’?” Princess Looma Red Wind responds, confused, as Pneuma briefly trembles with anger and suddenly retracts his hands, throwing his arms down and fuming, “***FORGET HER! SHE NEVER LOVED ME ANYWA-***” and causing crackling bolts of raw electrified plasma to spark off of him out of sheer, before abruptly freezing, seemingly registering his sudden tantrum, and scarily breaking out in a short fit of laughter, and stating, “***Sorry… sorry… my Julie Yamamoto will understand… the population of Earth, the one I protected for years, will ALL understand... they have power within their mortal souls, but YOU have what I need… PHYSICAL power...***”

“C-Could I really be crowned Queen from this, at such a young age, while my mother still lives?!” Princess Looma Red Wind responds, a bit taken aback by the idea, as Pneuma further entices her, reaching forward and touching her battle helmet to use his powers to suddenly morph into a majestic crown that causes her to gasp at its beauty, before turning back to normal, retracting away and commenting, “***...I’m very, very sure, Princess Looma… I will give you everything you would ever want, in exchange for what I need to achieve: the molten Infintium… such a precise, pressure-forged alloy would take too long for me to manually create myself with this Posirem form’s matter-manipulating powers… and regardless, I’d require YOUR assistance… your efforts too...***”

“***...now… will you join me, Princess Looma?***” Pneuma asks, again holding out an enticing hand in hopes of taking hers. Princess Looma Red Wind stares in trembling anticipation, noticing the ticking Overclocked Omnitrix symbol on the back of Pneuma’s left hand, her eyes suddenly widening at the sheer sight of it, to which she finally extends an arm forward and wraps her palm around Pneuma’s mechanical hand, shaking it in acceptance and commenting, “...if I wish to give you what you desire, I only yearn for one thing… I-I want what you have… for myself too!”

“***...pardon?***” Pneuma curiously asks, as Princess Looma briefly hesitates, recoiling back in slight shock, and eventually exclaiming, “It’s your power... you have hundreds of powerful alien transformations, some capable of controlling aspects of reality itself… all in a compressed electronic strapped only your arm. Only one Tetramand has ever beaten me, Princess Looma Red Wind, in combat, and that was the prime Tetramand DNA specimen from within the Omnitrix itself… and I wish to become every prime specimen of every species I may transform into! If the form you currently take can manifest virtually anything through controlling matter…  is it too farfetched to assume you have the power to recreate your own device?!”

Pneuma freezes for a brief moment, registering what she means and very slowly releasing Looma’s grip, as he briefly chuckles upon realization of what she’s talking about. Gesturing to himself and reaching into his chest with a metallic hand, Pneuma bizarrely yanks out a chunk of the solid white matter composing his inner-body, holding it in an open palm, as his powers begin to transform the raw blob of unknown matter. The blob rapidly and eventually transforms itself into a mass of winding, shifting, solid metal that soon begins to take on the appearance of an incomplete Omnitrix-like gauntlet’s framework, gradually forming an empty core in its center.

Suddenly transforming back into Feedback within yet another flash of green-and-red-light and clutching the Omnitrix framework, he plugs each of his antennae-like tendrils, one plug into his own Omnitrix symbol on the center of his chest, and the other plug into the framework’s empty Omnitrix core, absorbing and channeling out some of the Omnitrix’s own energy into the core, powering it up with the glow of ruby-red energy, its symbol that of the same Y-shaped pattern on Princess Looma’s chestplate, as similarly-glowing tubes extend throughout its form, glowing with newfound energy flowing into it.

Using the powers of a third transformation, Geomothy, a skinny, humanoid moth with one large, bright-green, large-pupiled eye, a white-and-orangish-brown body with dark-gray highlights, clawed hands, points for feet, abstractly-shaped, claw-shaped wings with rhombus-shaped masses of geometry from within them, and the Overclocked Omnitrix symbol on the center of his abdomen, Geomothy begins to combine his powers of manipulating geometry and enhanced intelligence to finally complete the Omnitrix replica, taking the form of a sleek gauntlet that glows with various bright-red tubes across its surface of flowing energy, its physical form a golden-yellow with black highlights to match the color of Princess Looma’s armor.

“***It’s done… behold... your Iron Fist.***” Geomothy speaks to Looma, holding the Omnitrix replica and allowing her to slowly approach the awaiting device. Geomothy grabs hold of the wrist of her left lower arm to hold it out, and slowly begins to slide the Omnitrix replica over her left forearm, using his geometric powers to transform the bandages wrapping around her forearm into straps that interlock the gauntlet in place and fuse it to her limb. Princess Looma recoils, staring at the glistening device in shock, and exclaims, “...it’s beautiful!”

“***I’m glad I was able to fulfill your wishes... it’s one of our many next steps toward a greater future before us… now… bring me to the resource...***” Geomothy speaks, suddenly reverting back to his human form and opening his mechanical eyes, smiling widely with a row of dark metallic teeth, as the ticking of a million clock-hands fills the air, and the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

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***FALL 2042, ALMOST TWENTY YEARS LATER***

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***"OMNITRIX CITY", MT. RUSHMORE***

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***BEN 10,000'S HEADQUARTERS, ROBOTICS TESTING LABORATORY***

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Ultimate Ben slowly enters through the mechanical doors, physically looking a lot better than he did a few chapters ago, as he rapidly analyzes with the powers of Analyzard and overwatches the efforts of both Gwen 10, transformed as her slender, feminine, bright-pink-colored Galvanic Mechamorph form, and Ken 10, transformed as a black-and-white-suited Grey Matter, working on several control panels, the former using her technokinesis to manually control it, and the latter simply typing into the eyes at an accelerated rate thanks to his Galvan form’s enhanced intelligence and dexterity.

Watching them work for a few seconds in fascination, a loud bang startles Ultimate Ben, as he looks within the testing area at the sight of the mechanically-dismantled Neomni, only that of her entire right side and other arm from the elbow down, kept suspended in the air with several mechanical appendages and kept from reconnecting her components by several electrified forcefields, Ben 10,000 inside the area, studying her mechanisms alongside many Galvan scientists. Neomni is managing to telepathically control her restrained, dismembered appendages, but not do much with them, as she repeatedly continues to strike her fist against the interior of her energy force-fields in a futile attempt to break free.

“...has… has she been doing that for a while?” Ultimate Ben curiously asks, as Gwen’s Galvanic Mechamorph form groans in annoyance and responds, “Yes, and I’m getting a frickin’ headache from it… why are you here? Listen, I don’t think that calling Blukic, Driba, even Azmuth would be unnecessary… we can do this ourselves… I was top of all off of my programming classes in high school. The tippity-top.”

“These… timeline anomalies she’s creating are getting worse and worse, and it’s all being caused by her other half running around and causing trouble! I-I mean, Looma Red Wind, the Tetramand princess, just got an Omnitrix, earlier in Ben 10,000’s timeline! I can’t make this stuff up!” Ultimate Ben exclaims, baffled, as a similarly-confused, almost-laughing Grey Matter asks, “...wait, seriously?” before the trio are alerted to the sounds of Neomni continuing to aggressively bang around in the testing area yet again, causing Gwen’s Galvanic Mechamorph form to groan out again, even more annoyed.

“You sure it’s a good idea to keep her locked in the testing area? I mean... we can’t just use the virus prototypes on her... because of the force-fields keeping her in disconnected pieces...” Ultimate Ben states, to which Gwen’s Galvanic Mechamorph form responds, “It’s literally like just half her body. We can work from here without the need of constantly using the prototypes. We put her in anything else besides the testing area, and she’ll break her out. Thank god ChamAlien X showed up with her in pieces… and two apparent new helpers…”

“...speaking of which, where are they?” Ultimate Ben asks, as a loud, violent sonic blast echoes throughout the facility, causing it to briefly shake. Groaning in annoyance yet again, Gwen’s Galvanic Mechamorph form rises from her work-space, and says, “Please cover me. Those twerps are going at it in the combat facility, and I won’t be surprised if they’ve already caused property damage... I have to go stop them… AGAIN...”

“W-Wouldn’t it make more sense if I was the one to-” Ultimate Ben asks, to which Gwen 10, suddenly reverting back to her human form in a flash of pink light, responds, “No, because there’s only one a 10-year-old Ben Tennyson and an 11-year-old Kevin Levin fear… *and that’s an angry Gwen.*” before activating her Omnitrix and transforming into her Kineceleran form, before she lowers her visor and speeds off out of the room. Shrugging and agreeing with a light nod, Ultimate Ben cracks his knuckles, strikes his Ultimatrix symbol’s chest to gain the powers of Grey Matter, and sits down to get to work with Gwen 10’s place.

Meanwhile, from within a large, holographically-generated battle area of futuristic terrain from within one of the headquarters’ combat facilities, edited to loosely resemble a modernized laser-tag arena, the laser-gun-wielding Reboot Ben, transformed as his unique-powered version of Humungousaur, repeatedly fires several harmless blasts at the similarly-laser-gun-wielding Reboot Kevin, hitting his vest and deducing his points, as he groans in frustration, leaps out of the way to hide, and activates his Antitrix, re-emerging and now transformed as Skunkmoth, Reboot Kevin’s mutant version of Stinkfly.

Quickly opening the shells covering his brown wings and taking flight, Skunkmoth fires several laser blasts, but is unable to hit Humungousaur, who deflects his attacks with the spiked mace on the end of his tail. Skunkmoth groans in frustration again and begins firing several acidic slime blasts from his hands. Humungousaur yelping in shock and striking the Omnitrix symbol on his chest to avoid the acidic blasts, he transforms in a flash of green light into Overflow, blasting the slime blasts back with a hydrokinetic burst of water from his forearms, and angrily exclaiming, “Hey, no slime blasts! That’s Rule #42 you’re breaking! You’re cheating!”

“Yeah, and Rule #29 is no water blasts! You’re cheating too, and if you’re cheating, I can cheat BACK! Fair and square, dweeb!” Skunkmoth exclaims, firing a combination of laser-gun projectiles and acidic slime blasts that Overflow avoids by propelling himself up in the air with his blasts of air, raises an arm, and fires at Skunkmoth with his gauntlet, drenching him in water and sending him tumbling out of the air, although Overflow was hit in the face in the process with a globule of orange slime.

“CHEATER! YOU’RE CHEATING AT LASER-TAG! ME? NO, YOU’RE CHEATING! MORON! DWEEB! LOSER!! ALRIGHT, THAT’S IT!!!” Both Overflow and Skunkmoth simultaneously yell at one another, before they both smack down on their Omnitrix and Antitrix symbols respectively, creating a dual transformation sequence that respectively morphs them into Reboot Ben’s alternate version of Jetray, and Rush, Reboot Kevin’s mutant version of XLR8, both wielding laser-guns and wearing their respective laser-tag vests, the former exclaiming, “**IT’S JETRAY TIME, BABY!!**”

“Hope you’re ready for a **RUSH!!**” Rush exclaims, quickly sprinting forward and starting to run up walls to avoid Jetray’s fired optic blasts. Quickly taking flight to avoid Rush attempting to strike him up-close and firing a series of laser-gun blasts at him. Screeching to a halt and using one of his armored arms to block the lasers, he quickly begins to sprint in a circle underneath Jetray, forming a swirling green blur, his mutated Kineceleran form revealing his ability of speed mirages, as Jetray sees what appears to be dozens of Rush running underneath him.

“*WHAT’S THE MATTER, TWERP? DON’T KNOW WHICH RUSH IS THE REAL ONE?*” Rush yells out, starting to fire several laser-gun blasts upwards toward Jetray, repeatedly hitting his vest. Yelling out in frustration, Jetray’s eyes glow brighter and brighter before unleashing a violent pair of neuroshock blasts from them, eventually striking straight into the real Rush and causing him to fly backwards and crash into the nearest wall, deactivating his speed mirages. Rush groans in pain, getting back up and exclaiming, “Hey, no fair, I don’t have Jetray!”

“Yeah, well, I don’t have Bashmouth either!” Jetray responds, crossing his arms, as a fumbling, fuming Rush stumbles back up to his feet and suddenly smacks the Antitrix symbol on his chest, transforming him into Thornblade, Reboot Kevin’s mutant version of Wildvine, within a short sequence, and yells out, “MAN, FORGET THE GAME! THE LASER-TAG EPISODES ARE LAME AND FILLER ANYWAYS!! I’M GOING TO SHOW YOU WHAT I THINK IS FAIR SQUARE!!!” and suddenly beginning to sprint forward, wrapping his arms in a thick layer of thorny vines, punching Jetray straight in the chest and sending him flying across the arena. Angrily firing a neuroshock blast back at him, Thornblade blocks it with his shielded forearms and summons a swarming wave of vines toward him.

“Alright, then, guess I can’t use Jetray’s firepower against your creepy Wildvine! Time to take you out, Cannonbolt-style!” Jetray exclaims, suddenly striking the Omnitrix symbol on his chest, initiating a short transformation sequence of him rapidly morphing into Cannonbolt, before twisting the Omnitrix dial on his chest and activating his Omni-Kix mode, fully coating his body in yellow, black, and white armor with armadillo-like plates, tubes around his waist, glowing-green highlights on his shoulders, and the top of his forearms covered in bright-green, cybernetic armor resembling that of turtle shells. “**HERE WE GO! OMNI-KIX IS SWEET!**”

“HEY, RULE #11! NO POWER-UPS!” Thornblade angrily protests despite having forfeited the game, as Omni-Kix Cannonbolt’s vast strength and sharp metallic claws swiftly tear through the wave of thorny vines coming in his direction, before he leaps forth, rapidly curling in his nigh-invulnerable sphere transformation and speeding forward, smashing straight into Thornblade and bouncing off him. As he starts to rapidly ricochet off the walls, Omni-Kix Cannonbolt repeatedly smashes into Thornblade several times and overpowers his futile attempts of swatting at him with thorny vines. Smashing into his backside one last time and sending him smashing through a metal wall, severely denting it, Thornblade suddenly transforms in a flash of bright-red light, becoming the roaring Bashmouth.

“Aw, what? Cranky because you’re a sore loser?” Omni-Kix Cannonbolt taunts him, exiting out of his curled-up form to face him, as Bashmouth angrily retorts, “Shut it, twerp! I’m about to win this game the **BASHMOUTH** way!” and suddenly leaps forward, plating the top of his forearms with layers of metallic armor. Catching his ankle, Omni-Kix Cannonbolt throws Bashmouth over his shoulder, and swings around when he attempts to take his armored Arburian Pelarota form by surprise, blocking his metal-armored bites with one of his armored forearms.

As the miffed Gwen 10 emerges through a pair of concealed mechanical doors, she looks around at the source of the racket, suddenly transforming into her Galvan form to avoid being struck by the flung Bashmouth, who smashes into the wall behind where Gwen 10 was standing literally just moments prior. Bashmouth swaying his head in frustration, he remains unaware of her presence and leaps back at Omni-Kix Cannonbolt, unleashing a howl that briefly deafens him, as Gwen’s Galvan form emerges, getting back up to her feet and dusting herself off.

“...was going for my Tetramand form, but whatever, worked either way!” Gwen’s Galvan form mumbles to herself in annoyance, before smacking her palm on the Omnitrix symbol on her backside, rapidly enlarging and causing her to now take on her skirt-wearing Flourana form. Extending out her arms, she uses each to grab hold of both the fighting Omni-Kix Cannonbolt and Bashmouth, tearing them apart from continuing their fight and lifting them up in the air. “What are you two DOING?!”

As the two of them realize Gwen 10’s arrival and violently squander for excuses, still attempting to fight one another even if separated and out of reach, Gwen’s Floruana form aggressively swings her arms outwards, then forward to clonk the two of their heads together, causing them to grab their foreheads and yell out in pain. As she drops them both onto the ground, the duo reverting back to their human forms in flashes of green and red light, Gwen’s Floruana form approaches them, exclaiming, “Alright, boys... NOW, TALK, and ONE at a TIME!”

“Somebody doesn’t know how to play laser-tag!” Reboot Ben triumphantly exclaims, cutting Reboot Kevin off and causing him to grumble in annoyance, as Gwen’s Flourna form, with a confused expression, comments, “Laser-tag? What are you-” and looks at the holographic scenario of the combat arena, discovering its current setting and exclaiming, “Aw, what the-?! Which of you hacked the settings of the combat arena?! It’s not a playplace!”

“Courtesy of the newly-unlocked Upgrade. Man, I missed him.” Reboot Ben confidently exclaims with a smug expression, getting back up to his feet, as Reboot Kevin suddenly shoves him aside, exclaiming, “Man, forget your lame-o Upgrade! Bootleg’s way cooler than him!” to which Reboot Ben begins to angrily protest Reboot Kevin’s statement, their squandering rapidly returning and their argument soon devolving into a childish slap-fest.

Gwen’s Flourana form suddenly transforms into her muscular Tetramand form with the smack of her Omnitrix symbol in a flash of bright-pink light, using two arms to scoop up each of the Omnitrix wielders by the back of their collars, pulling them away from one another again and exclaiming, “Upgrade or not, it’s time for you two to take a downgrade… the combat arena’s off-limits, before the two of you begin to actually break! Look, for gosh’s sake... you two have already dented some of the walls! No more! Let’s go!”

As Reboot Ben and Kevin both groan in annoyance, crossing their arms and scoffing, Gwen’s Tetramand form turns tail and gradually exits through the mechanical doors, leading them out of the combat testing area with both of the others in hand. Unbeknownst to them, the scene gradually begins to focus on an unusually-sporadic security camera on one of the walls that begins twitching and surging with red electricity, a distorted laugh emitting from it, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

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***SUMMER 2022, TWENTY YEARS AGO***

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***DOWNTOWN BELLWOOD, THE TENNYSON HOUSEHOLD***

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Bad Ben, transformed as Bad Atomix, and Jennifer, transformed as a badly-weakened Chromastone, continue to brawl outside the Tennyson household, their fight steadily starting to branch off toward the empty streets. The cracked Chromastone collapsing, overwhelmed and unable to fully absorb Bad Atomix’s nuclear blasts, Bad Atomix manifests a massive ball of nuclear energy in his hands, dubbing it his “**NUCLEAR WINNER!**” and fires it forward, completely obliterating Chromastone and revealing the mildly-burnt, steadily-regenerating Jennifer when the massive cloud of smoke clears.

“Nice try, knock-off, but you’re no match from Atomix!” Bad Atomix confidently retorts, channeling nuclear energy from both of his fists, as Jennifer, gradually regenerating her wounds and dusting herself off, weakly pushes herself back up to her feet and loudly asks, “What do you even want from me, idiot?!”

“To satisfy a vendetta… Tennyson OWES ME BLOOD, AND YOU’RE STANDING IN MY WAY OF GETTING IT!” Bad Atomix exclaims, launching another nuclear blast from one of his palms. Suddenly transforming into a feminine Level-Headed, she deeply inhales her adaptive adrenaline gas and gains enough agility just fast enough to rapidly avoid his nuclear attacks. Yelling out in frustration, Bad Atomix decides to change tactics, suddenly striking the Goon Watch symbol, morphing into Bad Kickin’ Hawk in a flash of minty-green light, and landing against the ground. “Then, come on, Jenny! Hand-to-hand combat, or I’m NOT letting up!”

“Fine by ME!” Level-Headed exclaims, again inhaling her suit’s adrenaline gas and adapting to the situation, granting her newfound enhanced combat skills, while also solidifying and morphing his tentacle-shaped appendages into hardened fists. Lunging forward with a weak kick, Bad Kickin’ Hawk chuckles from her feeble attempt and throws Level-Headed up with a slash of his arm-blades, shoving her onto her back, lunging forward, and morphing into Bad Rath, and smashing his wrist-claws straight through Level-Headed’s gas-tank on her backside, destroying it exclaiming, “LEMME TELL YOU SOMETHING, ‘JEN 10’! YOU’RE NO MATCH FOR THE BADDEST BEN IN THE ENTIRE MULTIVERSE!”

Her destroyed gas-tank rapidly leaking, Level-Headed quickly strikes the Cosplayer symbol on her abdomen and transforms her into a feminine Dinosword, slashing Bad Rath with his extended arm-blades and countering his further attacks with brisk movements. Dinosword that of a very combative alien, Dinosword manages to overwhelm Bad Rath, throwing him back and transforming him into the stocky Bad Snot Goblin, as he incoherently gurgles out and fires a series of adhesive globules from his mouth, many of them suddenly becoming animate, quadrupedal piles that lunge onto Dinosword’s scaly body.

“SICK! GROSS! NASTY! GET OFF ME!” Dinosword flails around, attempting to throw the little globules off of her, and finally being able to do with the corrosive venom of a feminine Snakepit, melting through the globule minions, and allowing her to finally face off against Bad Snot Goblin, coiling her tail as he uses an elongated arm to strike the Goon Watch symbol on his abdomen, transforming him into Bad Arm’d Lobbery, an unfamiliar transformation resembling a tall, bulky, minty-green-skinned humanoid alien with white, green-striped outfit, a bulky jaw, large arms, digitigrade legs, purplish-pink crystals throughout his outer-skin, namely his scalp, shoulders, and the backs of his hands, his distinct overall minty-green coloration, and the Goon Watch symbol on the center of his abdomen. “Are you ready to end this, you bad egg?!”

“If I can be rid of you, then YOUR Ben… that’s two birds I can kill with one stone!” Bad Arm’d Lobbery maniacally exclaims, suddenly holding out his left arm and firing out his left hand, revealing chain-shaped constructs of solid mana in place of bones inside his arms. His hand seeming to slightly enlarge with the distance it crosses, it wraps around the end of Snakepit’s tail, and swinging his body, slams her against the asphalt behind him, before swinging his arm above his head, smashing her against the asphalt again, and repeating a few times until Snakepit suddenly reverts back to her human form in a flash of emerald-green light. “I can do this, Jennifer, with one arm tied behind my back!”

Unresponsive to Bad Ben’s taunts, Jen lurches back up to her, dials up her quickly-recharging Cosplayer, selects the holographic icon of Electro City, and smacks her palm down onto the primed core, coating her body in a feminine suit of mechanical armor. Making incoherent buzzing noises and crackling with electricity, she fully gets back up to her feet and fires several electrokinetic blasts in Bad Arm’d Lobbery’s direction, which he manages to deflect with swinging swipes of his extendable arms. Rushing forward and unleashing a powerful electrified wave that briefly stuns Bad Arm’d Lobbery, she leaps into the air and takes on the form of a feminine Swampfire, blanketing Bad Arm’d Lobbery with a stream of methane-ignited flames.

Hopping down back to the ground, hoping the fires took care of him, the fired arms of Bad Arm’d Lobbery suddenly leap out from the flames, grabbing hold of Swampfire’s respective arm and leg, tugging her from opposite sides with the intent of literally ripping her apart. Groaning in pain and trying to struggle, she extends a tiny plant tendril from her collar to reach down and smack down on the Cosplayer symbol, suddenly evolving and transforming her into the feminine Ultimate Swampfire, exclaiming her name of “**ULTIMATE SWAMPFIRE!**” and effortlessly throwing off Bad Arm’d Lobbery’s extended hands.

“BRING IT! I CAN TAKE YOUR ULTIMATES! THEY DON’T CALL ME ‘BAD BEN’ FOR NOTHING!” Bad Arm’d Lobbery angrily exclaims upon emerging from the flames, swinging his extended arms at Ultimate Swampfire, only for her to blast them off with a pair of flung napalm explosives, causing Bad Arm’d Lobbery to stumble back, gritting his teeth and grabbing at his hands in pain. Ultimate Swampfire slamming her arms into the ground, rapidly sending forth a wave of constricting vines bursting from the ground toward Bad Arm’d Lobbery, he begins to search for a way to immediately get out of the way of her incoming attack, soon spotting one of the street’s manholes.

With an extended arm, Bad Arm’d Lobbery grabs hold of the manhole covering’s side and retracts his arm to pull it off from the ground, allowing him to hop down into the sewer systems below, entirely avoiding Ultimate Swampfire’s wave of vines just moments before they strike and attempt to grab him. Looking around in confusion, Ultimate Swampfire is alerted to a flash of minty-green light and the laughter of a familiar alien, as she cranes his body downwards, looks down through the opened manhole covering, and sees the swimming silhouette of Bad Ripjaws below, beckoning her and exclaiming, “COME ON, JEN! THE WATER’S NICE AND COLD!”

“You’re… swimming in sewage, dude… that’s nasty...” Ultimate Swampfire retorts, visibly grossed out by the fact, as Bad Ripjaws sniffs the air and retches, but immediately shakes it off with the sway of his head, commenting, “So, what? Am I truly evil that I want a change of scenery?! Come down here, and give me your worst! Keep me from escaping! Isn’t that what you heroes are supposed to do?!” and with a disgusted grunt, Ultimate Swampfire begrudgingly follows, transforming into her own feminine version of Ripjaws and leaping into the sewer system after the continuously-taunting Bad Ben, only to suddenly realize the degradation of sunlight streaming from behind her, everything starting to turn dark.

“Huh?!” The feminine Ripjaws exclaims, looking up at see Bad Ripjaws clinging to the ceiling of the sewer system above, now transformed as Bad Bloxx, blocking off the open manhole with a forming hall of hardened clay blocks and laughing maniacally. Everything turning almost entirely pitch-black from lost sunlight, Bad Bloxx hops from the ceiling toward hers and suddenly morphs into Bad Blitzwulf from within a briefly-illuminating flash of minty-green light, laughing and exclaiming, “Hahaha, you JACKASS, I got you right where I want: trapped within the sewers! Now, I’m going to take care of you and let your corpse be washed away from when I’m done!”

“Uh huh.” Ripjaws sarcastically agrees with a nod, suddenly smacking down on the Cosplayer symbol and transforming her into her feminine version of Ultimate Ripjaws, sprouting massive claws and jaws, and illuminating stripes of bioluminescence, as she lets out a guttural roar and leaps forward at Bad Blitzwulf, who attempts to blast her off with a sonic howl. Violently biting and slashing through Bad Blitzwulf’s body, refusing to let go even after he fires a flurry of several sonic howls into her, Bad Blitzwulf finally manages to blast Ultimate Ripjaws off and allows himself to recover from the bloodied wounds he received through suddenly transforming into the minty-green-colored Bad Goop, firing several acidic shots from his fingertips.

“CAREFUL! THERE’S SENSITIVE GAS PIPES DOWN HERE, YOU NUMBSKULL!” Ultimate Ripjaws exclaims upon recovery, avoiding his miniature acidic blasts and leaping into the sewer waters below, before rapidly resurfacing behind Bad Goop and rapidly grabbing hold of him in attempts to restrain him with her immense Evolved Piscciss Volann strength. Violently struggling in an inability to fully see, Bad Goop suddenly transforms in a flash of minty-green light that sends Ultimate Ripjaws staggering back, briefly blinded by the flash, as Bad AmpFibian reveals himself, levitating in the air, radiating an aura of glowing electrical energy, and swinging around to blast Ultimate Ripjaws back with several electrical bolts from the tips of his tendrils.

Rapidly transforming into a surprisingly-present Prime timeline variation of Overflow, covered in denser armor and a more-purple-colored body, alongside having Jennifer’s feminine body structure and emerald-green-colored symbol, Overflow announces herself, “MAYBE, YOU NEED TO BE WATERED-DOWN… WITH **OVERFLOW!**” and lifts out her arms to fire projected blasts of high-pressure from her gauntlets, both violently electrocuting and throwing Bad AmpFibian backwards into the waters below, only for him to suddenly resurface, transformed as Bad Ball Weevil and barraging Overflow with streams of adhesive plasma from his mandibles to try and restrain her, although she effortlessly overpowers them with water blasts.

“Hmmmm... a stand-still, I assume? I didn’t know you had that alien....” Bad Ball Weevil sarcastically chuckles, as he suddenly uses her Master Control to transform in yet another flash of minty-green light, not only becoming Bad Kugelblitz, but also rapidly assuming his leagues-stronger Fired-Up form in a blue flash, possessing a distinct color palette of various shades of blue, although slightly different due to his minty-green colors. Firing a stream of scorching, bright-blue flames from his palms that illuminate the dark sewers, the panicking Overflow suddenly morphs into a feminine Heatblast, managing to fully absorb the lethal flames, although with some visible struggle in doing so, and exclaiming, “WATCH IT, THERE’S METHANE DOWN HERE! YOU’RE GOING TO BLOW US UP WITH THAT!”

“Awwww… what’s wrong? Is the little hero scared of a little explosion?” Bad Kugelblitz sarcastically mocks the aggravated, feminine Heatblast, to which she deeply inhales and exhales upon sudden realization of her surroundings, eventually stating, “Hmmmm… perhaps so.” and turning her body upwards, she fires a powerful fireball that destroys Bad Bloxx’s generated blocks, letting sunlight finally shine into the sewer systems again and illuminate their surroundings. Bad Kugelblitz leaping forward with fire-infused fists, he attempts to violently punch Heatblast with a barrage of pyrokinetically-enhanced blows, only for her to suddenly morph into a feminine Wildmutt, smashing the paws of her front-legs into her jaw and chest, shoving him backwards into the putrid sewer waters and causing blinding steam to erupt.

“WHY YOU-!!” Bad Kugelblitz angrily exclaims, reverting out of his Fired-Up form and suddenly transforming into Bad Upgrade, firing several plasmic optic beams from his eye-ring in an attempt to hit her back. Smacking the Cosplayer symbol on her chest and causing it to sprout its eight prongs, the feminine Ultimate Wildmutt gains her evolved form’s ability to speak, audibly roaring out her name of “**ULTIMATE WILDMUTT!**” and begins to rapidly scale the sewer system’s walls, noticing a pipe that she uses her enlarged claws to tear through, causing flammable gas to begin leaking out of it. “GET BACK HERE, YOU LITTLE RATTT!!!”

“Man, sheesh, you’re talking like Alice now!” Ultimate Wildmutt taunts him in response, finally managing to jump upwards with her heightened lower-body strength and grab hold of the side of the manhole above. Despite Bad Upgrade morphing into Bad Four Arms in another flash of minty-green light, leaping forward and grabbing the ankles of her legs in an attempt to try and weigh Ultimate Wildmutt down and prevent her escape, she manages to break free of his grasp with painful, slashing kicks of his hind-legs’ claws at Bad Four Arms’ face. Stumbling back in pain and releasing her, Ultimate Wildmutt finally pulls herself back onto the surface, clearing a distance and smacking the Evolved Cosplayer symbol to transform her into a feminine Gutrot.

“What do you think you’re doing?!” Bad Four Arms yells out, grabbing at his clawed face, as Gutrot, readying a gaseous blast from her spouts, exclaims in response, “Giving you a taste of Dr. Jennifer’s prescription: a healthy dose… of what you DESERVE!” before suddenly ejecting a noxious smokescreen from all of her metal-lined nozzles, blinding the surrounding area and preventing Bad Four Arms from trying to escape back up to the surface himself, as the released gas begins to irritate his lungs and cause him to break out into coughing fits.

The feminine Gutrot standing back upon manually covering the manhole with its metal covering in the process to fully block Bad Four Arms back in, she suddenly transforms into a feminine Buzzshock upon striking the Cosplayer symbol on her chest, and begins to maniacally laugh and crackle with emerald-green electricity, before exclaiming, “***YOU’RE BAD, ALRIGHT… BAD BARBECUE NOW!***” and finally firing electrokinetic streams of plasma from her palms. As her released electricity starts to flow through the conductive components of Gutrot’s smokescreen…

*...Bad Four Arms begins to scan his surroundings from within the sewer system, seeing the smokescreen around him and the leaking gas pipe.*

His four eyes widening in horror at the sight of the crackling sparks getting through the manhole covering, his attempt to scream is muffled when the gas pipe violently erupts and engulfs Bad Four Arms in a fiery explosion. The manhole covering flies off with an eruption, each of the coverings down the street begin to explode and fly upwards one-by-one, as Buzzshock braces herself from the rapid explosions, suddenly reverting back to her human form in a flash of emerald-green light when they finally all clear minutes later.

“Bomb voyage, bad boy…” Jennifer utters, staring at the severely-burned manhole spewing out smoke before her. Narrowly collapsing out of exhaustion, she keeps her balance and suddenly turns in the direction of screeching car tires, facing the sudden arrival of Kevin Prime’s car. Drowsily waving at the frantically-emerging Gwen Prime and Kevin Prime, Jen utters their names in confusion, as Kevin Prime notices the burned manhole covering near his foot and asks, “...did we miss something?”

“Just… me... taking care of another one of those evil Bens…” Jennifer pridefully exclaims, although still tired from the fight having worked up a sweat, as Gwen Prime frantically asks, “Where’s Eunice?! What happened in the middle of Bellwood?! They said there was enough electromagnetism to shut down the whole city’s power grid, just surging in the middle of one of the streets, not to mention the chaos that’s going down in Undertown right NOW!” as Jennifer attempts to respond, but soon begins to panic at realization of the missing Eunice, as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

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***UNDER BELLWOOD***

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***CENTRAL HEART OF “UNDERTOWN” CIVILIZATION***

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“LEMME TELL YOU SOMETHING, EXTREMELY-TEMPTING CATNIP STORE!” Ben 23, transformed as the Hero Watch’s blue-tinged version of Rath, named Tigerizer, angrily roars and exclaims, before he pounces forward and sends his quadrupedally-running body violently smashing through the front of an Undertown shop, causing several alien civilians to flee in terror from the rampaging Appoplexian. “YOU WILL NOT BEST TIGERIZER, YOU HEAR ME?!”

Violently smashing through various wooden stands with his clawed arms and generally causing unbridled, rage-filled chaos in his wake, his behavior was obviously not normal, or at least that of Ben 23, being manipulated by the young, feline-manipulating Undertown nuisance and feline-themed supervillain, Nyancy Chan, and her army of hypnotized cats, as she exclaims while riding the backside of Tigerizer, “Go, Mr. Fluffykins! Smash through all of those shops! Show what happens when they decide to refuse entrance of pets and animals! They’re not pests, they’re my **SUPPORT ANIMALS!**”

“STOP THIS! STOP THIS IMMEDIATELY! MY MASTER IS NOT YOUR PAWN TO CONTROL AND CAUSE CHAOS!” Skurd 23 angrily exclaims from atop the hypnotized Tigerizer’s shoulder, furiously attempting to strike the Hero Watch’s symbol in an attempt to transform him back to his human form to break his hypnosis, but is being prevented by Tigerizer himself through psychic willpower manifested by Nyancy Chan’s ability of ailouroeidíkinesis.

“BAD HAIRBALL!” Nyancy Chan exclaims, pointing at Skurd 23’s attempts to transform Tigerizer out of his current form, before pulling out a spray-bottle of water and spraying the Slimebiote with it as if he was a cat, forcing him to stop and angrily hiss with briefly-manifested feline features of Fastcat. “STOP BULLYING MR. FLUFFYKINS! STOP BEING MEAN TO HIM! BAD! BAD! BAD! BE NICE TO MR. FLUFFYKINS!”

“His NAME is **TIGERIZER**, you… you... CRAZY CAT LADY!” Skurd 23 yells in defiance, forcefully retracting back his feline-like features upon noticing their involuntary generation, as Nyancy Chan sprays him yet again and barks back, “It’s not! It’s Mr. Fluffykins, forever and ever! Now, shush before you’re nothing but next week’s litter-box contents!” and Skurd 23 angrily continues to hiss in frustration in response, his feline-like features coming back out.

“LEMME TELL YOU SOMETHING, LITTLE GOOEY HAIRBALL… NYANCY CHAN IS SERIOUS! I WILL SERIOUSLY EAT YOU, AND THAT THREAT IS TIGERIZER-CERTIFIED!!” Tigerizer briefly exclaims, before leaping outwards to continue his rampage. Unaware of the duo, off in the distance of Undertown’s already-ruined, rampaged outskirts, a very familiar apricot-orange portal of swirling chronokinetic energy opens up and reveals herself as the nefarious Albedo 23, transformed as her version of Clockwork: Negative Windy-Hindy.

“...what the hell?!” Negative Windy-Hindy exclaims, looking around in confusion at the sight of destruction. Activating her power of chronopathy, her eyes transforming into the shape of glowing gears, she begins to look throughout the rampaged Undertown and finally locates the quadrupedally-sprinting Tigerizer, his eyes that of hypnotic swirls, while he was being ridden by Nyancy Chan and many of her cat minions. “...oh, of course… hijinks, F-F-S… nothing but hijinks with him... yet HE’S the one who’s almost never in his own dimension nowadays… what is he, hypnotized by some... kitty-kat Prime dimension cosplayer? Not on my watch, errr- gauntlet! That’s MY nemesis to hypnotize!”

Leaping into action, Negative Windy-Hindy rapidly morphs into her version of Fasttrack, the feminine, orange-tinged Negative Fastcat, evolving herself a step further with a strike of the Epitome Gauntlet symbol into the dark-orange-furred Negative Epitome Fastcat, and rapidly speeds off into the chaotic aftermath of the hypnotized Tigerizer’s rampage, only to suddenly halt, feeling everything shift before her. Clutching her head, mentally overwhelmed with disorientation, she clutches them and lowers her hands, looking around in confusion.

“...this dimension doesn’t seem stable… damn android… I should have actually gone after her instead of screwing around with 10,000 and that dimension’s wielders...” Negative Epitome Fastcat utters under her breath, waiting for everything to settle, before she continues speeding off into the depths of Undertown after Nyancy Chan and her hypnotized minion as the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

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***CENTRAL BELLWOOD, STREETS***

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Kevin Prime’s car trapped within the middle of Bellwood by some severe gridlocked traffic, Kevin angrily honks on his steering wheel in frustration, yelling, “Move it, already!” out his window before retracting back inside, looking at his rear-view window toward the bored Jennifer, the scene shifting to reveal Gwen Prime sitting in the passenger seat alongside Kevin.

“Wouldn’t it be faster if I turned into someone... like Ultimate XLR8, or even Ultimate Fasttrack?” Jennifer asks, readying her Cosplayer to do so, but is stopped by Kevin Prime, who comments, “For starters, Ultimate XLR8’s portals can’t widen big enough to cover my whole car. I learned that the hard way when I came out the other end one time with the roof missing, and even then, I will not afford Ultimate Fasttrack completely destroying my windows with his sonic booms.”

“B-But that THING abducted our Ben, possibly even Eunice too, and brought him god knows where! You’re not the slightest bit worried that he could be in serious trouble?! I don’t know where Eunice could be, I used Ultimate Wildmutt’s senses and couldn’t track her anywhere!” Jennifer retorts, as Gwen Prime sarcastically comments with crossed arms, “According to Kevin... Ben can apparently handle himself… and while that’s true, I’m advised not to worry…”

“That’s not true. I didn’t tell you not to worry at all, I told you that with someone with access to a To’kustar or Celestialsapien transformation, not to mention Ultimate versions with tenfold the strength and power, wouldn’t exactly be a pushover to some freaky timewalker mutant!” Kevin Prime exclaims in response, again honking on his horn in an exasperated manner, as an intrigued Jen curiously responds, “There’s… an Ultimate Alien X?”

“I mean... If it exists, Ben has never transformed into it… and to be honest, I mean, why not? He’s turned into Ultimate Walkatrout before.” Gwen Prime sarcastically states, to which Jennifer briefly laughs at the sheer idea of Ultimate Walkatrout, asking, “Wait, are you serious? He has an Evolved Ickthyperambuloid transformation?! What does Ultimate Walkatrout even do?!”

“Walks REALLY good, probably.” Kevin Prime remarks, craning his head out and looking out his window again to see the traffic in-front of his car, before retracting back into the driver-seat and angrily commenting, “What’s going on up there?! Nothing but motionless traffic for over half an hour! We’ve barely moved up a few cars in the past 20 minutes! Jenny, back me up!”

“I mean… I see the traffic too… I’m currently in it too, so I wouldn’t doubt you...” Jennifer states, crossing her arms in confusion to what he means, to which Kevin Prime exclaims in response, “No, I mean like… YOU have an Omnitrix too, and its database is linked to Ben’s Omnitrix, so you have all his aliens! Do something! Go alien! Just don’t wreck my car!”

“I’m going Ultimate Walkatrout then. I have to see this for myself.” Jennifer responds, again activating her Cosplayer before briefly stating, “I’m joking, by the way. I’m going time alien to see when we’re getting out of traffic.” before stepping out of Kevin’s car, closing the door behind her, selecting the holographic icon of Clockwork, and smacking down on the Cosplayer’s primed core, transforming her in a feminine variation of Clockwork and quickly lowering a mechanical hand to the Cosplayer symbol on her chest’s gear-window, smacking down on it again and rapidly leveling-up into her feminine Evolved Chronosapien form. “**ULTIMATE CLOCKWORK!**”

Holding out a metallic palm, the feminine Ultimate Clockwork summons forth a holographic projection of precognition. Looking briefly into the future, seeing birds rapidly flying in the sky faster and faster and squirrels running at the similarly-increasing speed across branches of nearby trees at an accelerated rate, Ultimate Clockwork stares in bewilderment, seeing the entire time… the traffic didn’t move…

Looking deeper and deeper, a few hours, 12 hours, 24 hours, 36 hours, 48 hours… the cars still hardly move, causing Ultimate Clockwork’s face to contort in confusion. Kevin’s car only appears to have moved up a couple cars too. Ultimate Clockwork stares intensely, completely baffled at the sight, winding forward and backwards a few times to reconfirm what she was seeing, and frozen with shock, slowly drops her precognitive hologram, with Kevin Prime looking out his window and asking her, “Well? When?”

“I just looked about… half a week into the future, and this traffic hardly moves...” Ultimate Clockwork responds, as Kevin Prime, gripping his forehead in frustration, angrily exclaims, “I’m SERIOUS, Jen! When do we get out of this traffic gridlock?!” and seeing that Kevin didn’t believe him, Ultimate Clockwork simply manifests a holographic projection from her mono-eye again, revealing another precognitive projection of a few days in the future, compressed down to the size of a computer screen. Kevin Prime scans it for himself, obviously doubtful until he sees that, much to his disbelief, their car seems to never get out of traffic.

“Wait… what?! How-?!” Kevin Prime responds, bewildered at the sight, as Ultimate Clockwork retracts the temporal holographic projection and exclaims, “I looked at it from every possible angle, back and forth a few times, and we just… we just seemingly sit there in our cars during the entire time! Even when it’s a full week from now, when we’re most likely dying of starvation, we STAY IN THE CARS! It’s like time lagged behind and got frozen!”

“That… doesn’t sound right. This seems like a Paradox situation: Professor Paradox.” Gwen Prime clarifies, having overheard him, before quickly putting her index fingers to her temples and beginning to chant the extradimensional telepathic spell of “**NUNTIUS EXTRA SPATIUM ET TEMPUS-!**” to contact the timewalker until she suddenly freezes, as if struck with a moment of realization. Her eyes cease glowing pink, as she looks around in shock at what she had felt, only to suddenly be overwhelmed by what feels like powerful seismic activity shifting before her.

“W-W-What?! What’s g-g-going on?!” Gwen Prime exclaims, suddenly startled by the extreme shaking, so intense her voice stutters as she speaks. Bursting out of Kevin’s car and feeling the full effect of the seismic activity under her form, Gwen Prime stiffly assumes her Spellcaster form and chants the motion-nullifying spell of “**NIHIL MOVET!**” in an attempt to stop the shaking ground, although it has absolutely no effect. Looking over to see the entirely-motionless, feminine Ultimate Clockwork several feet, Gwen Prime attempts to yell out, but silences her in shock upon seeing the sky randomly change and flash with spiraling blurs of several colors.

“W-What’s **HAPPENING?!**” Gwen Prime exclaims in a panic, looking up at the spiralling, blurring sky. Her eyes widen in terror at the sun and moon both appearing to dart across the sky, their irregularly-fast, shifting movements growing only faster and faster, the sky flickering between the bright-blue and pitch-black colors of day and night. Time itself was fracturing, accelerating it at an abnormal rate, and the flow of time was seemingly becoming unstable. Turning back toward the frozen Ultimate Clockwork, Gwen Prime lobs several balls of mana at her side in an attempt to get her attention, but she was entirely unmoving: literally frozen in time.

“JEN! JENNIFER!” Gwen Prime yells out in shock of her lack of any awareness or movement, again looking back up at the chaotic sky, the sun and moon by now literally reduced to blurring streaks of yellow-and-silver light, gradually starting to intertwine and merge together. Existence around her becomes a sickening blurry of life and death, the flow of time imploding, her fellow allies suspended in animation and on the verge of crumbling into mortalless dust. Her eyes glow pink, watching reality starting to tear at the seams and turn into the blackness of nothingness.

The maniacal screams of distorted laughter fill the sky, a massive entity filling the environment, as everything was rapidly turning gray and dead around it. Gwen Prime shakily looks up at the massive, pitch-black entity, watching it tear down the ruins of a massive skyscraper left literally decaying for decades, and upon catching sight Gwen with its massive four eyes, a literal speck before itself, the temporal beast screams out in rage and showers Gwen Prime with a roaring stream of unholy nuclear flames. Screaming out, “**CONTEGO!**” in horror, protecting herself from the flames with a mana shield, Gwen Prime instead watches as Kevin and Ultimate Clockwork are reduced to black irradiated dust, melting in the flames and causing her to scream out in horror, before the flames shatter her mana shield and begin to consume her.

“***AAAAAAAAAAHHHHHHHHH!!!***” Gwen Prime screams, flickering in and out of her Spellcaster form, the flames turning pink with her loss of her magical form, as they strike and sear her body. Through the flames she can see through her deteriorating, muffled vision, the burning silhouette of a severely-charred, atrophied Ben Prime, his mouth contorted into a maniacal grin that broke the boundaries of his face, emerges and desperately holds out an elongated hand toward her in an attempt to save her. “***BENNNN?!?! BEEEEEEEENNNN---!!!***

The skeletal Ben Prime before her disintegrates into ash, as Gwen Prime plummets backwards, further into the flames-

*. . .*

Just like that, everything is restored.

The circular sun hangs in the sky.

Birds fly in the trees.

Squirrels run across branches in nearby trees.

Gwen Prime opens her eyes, inflamed with tears.

*Traffic finally begins to move.*

“Sheesh, finally…” Kevin Prime annoyedly utters, drumming his fingers against the side of his steering wheel, briefly turning to the right and catching a glimpse of Gwen Prime next to him, realizing that she was not only entranced with a look of paralyzed horror, tears falling down her reddened eyes, but was stuck in her Spellcaster form. “...Gwen, you okay? W-Why are you...”

“I… I…” Gwen Prime stutters out, suddenly reverting back out of her Spellcaster form upon realizing she was in it. Looking at her closed, severely-trembling hands, she slowly opens them to horrifically discover her palms were soaked with just not sweat, but ash. Panicked, Gwen Prime quickly looks up at the rear-view window, met with the sight of Jennifer still tinkering with the Cosplayer and chuckling to her about the existence of an Ultimate Walkatrout, ready to get out of the car to check traffic. Her eyes wander back downwards, as she stares forward in horror, seeing Kevin staring at her with concern out of the corner of his eye.

“Come on, Gwen... I’m serious... The kid can handle himself, he’s turning 26 years old in December... if there’s something truly wrong with him, then-” Kevin Prime states, his voice gradually being drowned out by the sounds of piercing white noise that causes her shaking to worsen, growing louder and louder it’s audibly uncomfortable. The skin of Kevin Prime morphs and distorts like bubbling fluid, as his jaw practically unhinges in his distorted attempts to speak.

Nearly screaming out in horror at the sight of Kevin Prime’s morphing face, and staring up at the rear-view window, at the sight of Jen, wide-eyed and convulsing in her seat as a familiar oily-green fluid streams down her orifices. Jennifer looks up at the rear-view window, and her face disintegrating to reveal her true alien form’s face underneath, her eyes replaced with mechanical, tinkering clock faces, before she lets out a howling scream and spews fluid at Gwen Prime that forces her to throw her outside of the car in sheer horror.

“***Listen to what he says, dearest Gwendolyn.***” A voice speaks over the car’s radio, crackling loudly, before the familiar sounds of beastly roars, crackling flames, and Gwen Prime’s demented scream fill the air, sounding out over the radio and remembering what she had seen. Gwen Prime getting back up to her feet and reaching forward in a furious attempt to shut it off, she suddenly becomes immobilized, her movements irregularly warping, as she gradually transforms into her Spellcaster form bit-by-bit, while the familiar voice interrupts the apocalyptic radio, and loudly exclaims, “***NIHIL MOVET!***”

“***...why are you so startled, so... uncomfortable right now... Gwendolyn? Is it because you saw your own world end?***” The voice chuckles, his voice no longer on the radio and now directly starting to speak Gwen Prime, who herself is now unable to move nor speak, as glowing-pink tears fall down and stream from her similarly-glowing eyes. “***...you understand now… you’ve heard the crack of doom, and witnessed the day of reckoning for your little beloved timeline... just like me now… the fate of my beloved Dimension 505...***”

Within an instance, Gwen Prime is visibly ejected and thrown by an invisible force onto the asphalt. Quickly standing back up to her feet, no longer affected by the immobilizing spell, she breathes heavily, trembling and sobbing with rage and fear in her face, beginning to channel mana energy from her hands, as she looks up at both the distorted Kevin Prime and Jennifer, the former clock-eyed and leaking fluid too, aggressively snarling and staring back at her from inside the car before both falling silent, then entirely limp, Kevin’s head collapsing onto the steering wheel and beginning to press down on the horn, before he slides off.

“***Defensive… almost entirely expected… a fine-tuned Anodite hybrid like yourself would never back down from having her mind BROKEN, SPLINTERED, and FRACTURED...***” The voice speaks, as with emphasis of those three words, Kevin’s cars’ windows, headlights, and virtually anything glass on his car crack more and more under the literal weight of his words, before shattering with violent explosions of flying glass shards. Gwen Prime braces herself, unsure where to attack her seemingly-invisible opponent.

“***I’m so glad you’re here… I need a Gwen to talk to… my Gwen… doesn’t give good advice… not anymore...***” The voice utters, its tone sounding seemingly depressed, slowly manifesting several feet behind Gwen. Detecting the origin of his voice now behind her, she spirals around and fires a blast of mana from her hand, although for her mana to be redirected and shot straight back at her, sending her crashing backwards onto the asphalt ground again, looking up to bizarrely see Chromastone of all beings looming over her.

“***I revealed you the truth… of events about to happen through a simple spell… 'Ostendo Specialis'… I’ve learned the practice of your spells in my free-time... with the added practice of my ‘Furlock’ transformation... no matter what you do… what you try... this world will crumple and become nothing more than the path of a new, greater one… you daring to stand in my way truly shows how insignificant and irrelevant you all are...***” Chromastone monologues, suddenly morphing into MindMatter in a flash of light, and telekinetically forcing Gwen Prime to her feet. “***...insects… just flying in the wind, unable to grasp knowledge of what they’re destined for… that’s what you all are…***”

“You… you transform-?!” Gwen Prime exclaims, shocked at the sight of his Omnitrix-like alien transformations, as MindMatter merely laughs in response, revealing the Overclocked Omnitrix symbol on the center of his chest-like crystal and stating, “***...I can now again… I’ve robbed your Ben of his power… now, the hands of a perfected Omnitrix are where they rightfully belong… that of a perfected being… I am not this bizarre ‘Left-Handed Jack’ automaton of temporal energy and malformed flesh... not anymore… I’m finally more than just that...***”

Striking the symbol on the center of his chest, MindMatter swiftly reverts back to his true form in a flash of green-and-red light, throwing Gwen Prime back and shocking at the sight of the temporal fusion that was Right-Handed Jack. Staring before her and smiling with a hideous grin of metallic teeth, Gwen Prime stammers out, “You… you’ve… no… **NO, WHAT HAVE YOU DONE WITH HIM?! WHAT DID YOU DO WITH MY BEN?! *OUR BEN?!***”

“***I AM your Ben now… I’ve achieved my own perfection… and with this transformation, I deem myself the ultimate specimen… the almighty Right-Handed Jack, the dominant hand of fate itself… and with all I have and need now, I’ll put an end to the existence… of this HORRIFIC DIMENSION... this ACCURSED PRIME UNIVERSE!!!***” Right-Handed Jack roars out, channeling his arms with mana before launching out the spell of “**MERCUTA VERDITIS!**” and releasing a crackling blast of potent mana energy from his right hand.

“**AMPLUSMICA!**” Gwen Prime calls out, ejecting a magical powder from her hands that transforms Jack’s incoming attack into a flowing stream of yellow-petalled flowers. Suddenly launching himself, engulfed in an eruption of green-and-red light, Jack transforms into Armodrillo and smashes his fists into the ground, creating a powerful seismic blast that Gwen Prime attempts to overwrite by sealing Armodrillo in a dense mana shield with the entrapping spell of “**CLOUDODOURUS!**” although she is rapidly overpowered by Armodrillo’s seismokinetic attack and shoved back.

“**DIR MICHI NUH!**” Jack exclaims, suddenly reverting back to his human form and releasing a powerful blast of blinding magical energy from his mechanical hand, an attack so powerful Gwen Prime crashes onto her backside amongst broken rubble of the damaged asphalt. Struggling to push her up, she flickers in and out of her Spellcaster form again, as Jack stands over him, taunting her with the statement of, “***The Contemelia... they don’t make the Gwens like they used to anymore… so disappointing...***”

“So… you want a challenge, huh?” Gwen Prime calls out, finally managing to not only get back up, but also manage to stay within her Spellcaster form, using her thumb to quickly brush away a trickle of glowing-pink blood leaking from a cut on the left side of her face. Smacking her hands together and readying a spell, Jack violently lunges forward at her, rapidly transforming into Ultimate Fasttrack and lunging forward to release a sonic boom, only for the sonic attack to seemingly go through her. With a flash of pink-and-white light, Gwen Prime reveals her newfound intangibility to be part of her true Anodite power, as she transforms into a simplistic humanoid shape of pure mana, represented as various shades of dark-purple, with glowing-white eyes and greatly-lengthened, bright-pink tendrils for hair.

“YOU MAY HAVE THE POWER OF THE ART OF MAGIC… BUT I HAVE ONE THAT YOU DON’T HAVE, COUS… ACTIVE ANODITE GENES!” Gwen Prime calls out, suddenly holding out her glowing hands and releasing bursts of mana emitting from them, exclaiming the activation spell of “**POCNTUM CONTEGO!**” that suddenly begins to affect both the unconscious Kevin Prime and Jen, reverting their distorted appearances back to normal and causing them to snap back to reality, awakening with sudden starts.

“***GO AHEAD, GWENDOLYN! BRING YOUR ALLIES TO SAVE YOU! THEIR ATTEMPTS WILL BE JUST AS FUTILE AS YOURS! I SEE THE TIMESTREAM OF THIS WORLD AND ALL NEIGHBORING UNIVERSES FOR WHAT THEY WILL TRULY BRING, AND WHAT THEY HAVE ALREADY BROUGHT!***” Right-Handed Jack calls out, his mechanical eyes widening with rage, an aura of chronological energy surging from around him and dispersing from the Overclocked Omnitrix’s interface. “***I CAN SEE VIRTUALLY EVERY ATTACK YOU PLAN TO INFLICT AGAINST ME! YOUR EFFORTS ARE POINTLESS! I HAVE BECOME PERFECTION! I AM THE ONE ABOVE ALL, AND I WILL STAND ON THE GRAVES OF ALL THOSE WHO WILL FALL TRYING TO DEFEAT ME... FOR. I. AM. RIGHT. HANDED. JA-***”

Within an instance, Jack’s face suddenly distorts and contorts into the frozen expression of a horrified scream, his throat gurgling out in pain, as the metallic blade of Kevin Prime’s transformed arm, his body armored with the green metal of his damaged vehicle, finally sinks straight through Jack’s forehead, fully tearing through it and causing dark-brown blood to leak outwards, as Kevin swipes his arm deeper, partially slicing off the top-half of Jack’s head in the process. His oily, ethereal blood leaks from his punctured wound, in an endless time loop of dripping to the ground over and over.

“***...oh... and who might you be...?***” Jack’s softened voice emits from his bleeding maw, as his head begins to gradually twist around, not stopping until his head is now fully rotated to face the metal-armored Kevin, his bladed arm grotesquely stretching open Jack’s wound to the left as a result of his turning head. “***...a little boy... no family, no friends, no home… nothing but a stolen bike and the open, scary world of New York City… living your life as a lie... less than what you could have anticipated and learned all those later...***”

Within an instance, Jack smashes his mechanical hand straight into Kevin Prime’s chest, sending him flying backwards and crashing into the side of his broken car. Wiping away the ethereal blood seeping down over his face, Jack steps forward, raising his mechanical hand to grotesquely peel away his beheaded scalp. A wound of pure-white light shines outwards.

“***...you should have taken that Cerebrocrustacean hybrid’s offer more seriously… he would have made a true man out of you… he did wonders for my Kevin…***” Jack speaks, suddenly being blasted from behind by Gwen’s mana attacks, although carelessly twists his arm backwards to an inhuman degree and blasts her back with a time ray from his mechanical hand, as Jack continues to approach the fallen Kevin, morphing in a flash of discolored light into that of Four Arms. “***...even all these long years later… you’re not worth it…***”

Four Arms suddenly grabs Kevin Prime by the neck, lifting him into the air, as the perception of reality distorts around him. An 10-year-old Jack, transformed as the distorted, modern-day Four Arms, his Omnitrix prototype a bright-red opposed to green, clutches his grizzled, scarred version of an 11-year-old Kevin by the throat, standing atop the Golden Gate Bridge, and pulling him toward his face to stare into his four eyes, speaks three final words.

“***...you never were…***”

Within an instance, Four Arms throws Kevin backwards, sending him plunging into the chilling waters below, before Kevin Prime suddenly snaps back to reality, smashing into the roof of his car. A transformed Right-Handed Jack attempts to pummel himself, but is suddenly blasted back by the hydrokinetic streams of the recovered Jen, leaping out of the other side of the car and revealing herself as Overflow. Reverting back to his human form in a flash of dual-colored light, he fires an eruption of chronokinetic energy from his mechanical hand toward Jen, only for her to suddenly transform into a feminine Stinkfly, soaring into the sky to escape his radius.

“***RUN! RUN, YOU IDIOTIC COWARD! YOU’RE NOTHING MORE THAN A FAN! YOU’LL NEVER AMOUNT TO TENNYSON! YOU’RE JUST A COPYCAT HE’S STUPID ENOUGH TO PUT ANY SORT OF TRUST HIM!***” Jack angrily yells with rage, before his shoulder is suddenly cleaved apart with a lethal blast of Gwen’s mana. Swinging around to face her, Jack suddenly finds himself suddenly restrained by her hair tendrils, before suddenly being thrown aside into a streetlight, before thrusting at him again, this time towards her and allowing her to punch him across the face.

“LET HIM GO! HE’S MY COUSIN! HE’S MY FAMILY! LET HIM GO!” Gwen Prime screams, as with fists glowing with mana, she violently barrages Right-Handed Jack with several blows, mercilessly beating her possessed cousin, and overwhelmed with exhaustion after a solid minute, reels back for a moment, gasping and allowing the bloodied Jack to sadly look back at her, sorrowfully uttering, “***...he is… and he took mine away…***”

Within an instance, Jack’s miserable, bloodied expression becomes one of bone-chilling rage, as he launches an eruption of chronokinetic energy from his bloodied mouth, like a dragon breathing fire, to send Gwen flying back. Manifesting a solid blade of pure chronokinetic energy from his left hand, he slashes straight through her Anodite form’s extended hair tendrils, freeing himself, before tearing the constructs still clinging to his body his body and rushing forward toward the fallen Gwen with a demented war-cry…

*...only for him to be violently smashed into the asphalt ground by a massive foot, burying him deep in the ground, as Bellwood civilians flee in terror.*

Regenerating her slashed hair tendrils, Gwen Prime briefly slips in and out of her Anodite form, but maintains it, and looks up at the massive foot’s origin, seeing the transformed Jen now taking the form of her gigantic feminine To’kustar transformation. Waving down back at Gwen, Way Big transforms back into Stinkfly in a flash of emerald-green light, before rapidly soaring downwards and landing as Jetray, and helping her up as her human form.

“KEVIN!” Gwen Prime exclaims, quickly rushing over to the weakened form of the collapsing Kevin, his metallic armor dissipating. Gwen slowly helps him up with the assistance of Jen, although he seems defeated and extremely hesitant to stand back up to his feet. Extending out one of her Anodite form’s hair tendrils to wrap around his wrist, she uses her hand to lift his sorrowful face up to stare into her eyes and simply states, “*...Kevin… you are worth it...*”

“*...yeah... I know that… just wanted to be reminded...*” Kevin Prime simply smiles in response, grabbing hold of Gwen’s hand and slowly standing back up to his feet. The streets of Bellwood fracture and twist, reality warping, as a rocky hand bursts from the massive crater created by the feminine Way Big’s foot, revealing himself as the overclocked Gravattack, who fumes with anger, spits out a chunk of rock, and faces down the turning trio.

Gwen fully readies her Anodite form, channeling mana from her fists, and Jennifer activates the Cosplayer and transforms into an unfamiliar transformation, resembling that of an anthropomorphic, pale-green, brown-toned squid primarily covered in emerald-green, sleeveless armor designed with white stripes, shoulder-pads, knee-pads, and fingerless gloves, with bundled arms, six tentacles extending from her jawline, pale-green sacs of fluid around the sides of her head, and the Cosplayer symbol on the center of her chest, possessing both a feminine body structure and a dark beauty mark on one of her tendrils. A recovered Kevin stares at his damaged car in frustration, but redirects his anger toward Gravattack.

“I guess you’re right, handyman… back then, I was only good for one thing… and that’s borrowing what I can’t control myself…” Kevin Prime remarks to Gravattack, slowly approaching the side of Jennifer’s feminine transformation, dubbed Squidstrictor, and raising a hand out toward the Cosplayer. “...but just because I learned better than that… doesn’t mean my old tricks aren’t effective *nowadays...*”

Within an instance, Kevin slams his open palm against the Cosplayer symbol, causing an eruption of crackling dark-green electricity to surge out, eventually taking the form of flowing DNA strands and moving up Kevin’s arm. With an eruption of green light that briefly blinds Gravattack, a flaming globule suddenly strikes Gravattack in the jaw, sending him stumbling back. An amalgamation of EpiCentaur’s horse-shaped lower-body steps forth from the fading explosion of light, possessing the front-legs of Drillataur, coated with plates of Electro City’s metallic armor and Volcaniwyrm’s vents on his ankles, the simplistic, toeless hind-legs of an unknown, pale-yellow alien, and the long, reptilian tail of Dinosword.

Gravattack peels the burning globule off his face and stares in shock, as the scene pans up to reveal the bizarre amalgamation possessing Drillataur’s overall body structure and both bone-drill-armored torso and biceps, Gemothy’s upper-torso armor and clawed hands, Electro City’s forearms with Volcaniwyrm’s vents on his wrists and Dinosword’s now-fully-metallic arm-blades, rib-like protrusions on his sides from the unknown yellow-skinned alien, Snot Goblin’s warts on his Kugelblitz-like abdomen, and both Poison Dart’s poisonous patterns and Dinosword’s back-spikes running down his backside.

Generating smoking flames from his lifted hands, the upwards-panning scene reveals a combination of Kevin Prime’s and Kugelblitz’s facial structures, while possessing the latter’s flaming hair, the unknown yellow-skinned alien’s light-gray facial coloration, and Poison Dart’s mouth structure, before suddenly opening his four eyes, that of Geomothy’s singular eye on his forehead similar to EpiCentaur, Volcaniwyrm’s two right eyes, and Snot Goblin’s bulbous left eye, finally revealing himself as an amalgamation of various aliens, still retaining Kevin’s defining attributes, including his scar and squared chin, and his ripped jeans on his front-legs.

“***You think that you can save yourself with your new skins, especially your patchwork abomination of various alien DNA samples?!***” Gravattack angrily exclaims, angrily glaring and wiping away the ash and chunks of asphalt from his face as he speaks. “***I’M GOING TO TAKE THIS WORLD APART AND UNRAVEL ITS QUANTUM STRINGS, AND I WANT TO SEE HOW FAR YOU HEROES WILL GO IN TRYING TO STOP ME FROM OVERRIDING YOUR FEEBLE EXISTENCE!***”

“A wise man once taught me how to use this mutagenic power for good… you try and use my past to haunt me? I’m not 11 years old anymore… I’ve grown up and changed… I’m sorry for what our Ben did to you, but if you’re choosing to destroy him and everything he loves, instead of wanting his help, then maybe you don’t deserve to be saved…” The mutated Kevin Prime responds, blasting Gravattack with streams of smoldering flames from his hands, before slamming his hands into the ground, manipulating the ground’s geometric shape and creating a wave of spikes that partially punctures through Gravattack’s rocky skin.

Gravattack stumbles back, activating his gyrokinesis to smash straight through the rocks, reducing them to rubble that he lifts up in the air and sends them flying toward the trio. Extending out his arms, the mutant Kevin activates the unknown yellow-skinned alien’s abilities and suddenly teleports the trio into an alternate dimension, leaving Gravattack confused when the asphalt dust of his attack clears on where they’ve gone, only for the trio to remanifest around Gravattack, Kevin launching a blast of electrified flames from his hands and Gwen firing blasts of mana to strike him.

Sent crashing forward, Gravattack quickly turns, immobilizing the duo with his gravitational aura, and before he can fully realize their reduced numbers from three to just two, the reappearing Squidstrictor attacks Gravattack from behind, suddenly unraveling her numbers into a series of constricting tentacles that snakes around Gravattack’s arms, restraining him, as he violently thrashes about in attempts to throw her off, screaming, “***GET OFF, YOU PEST!***”

Releasing a few of her tendrils, she transforms them back into her solidified left arm and reeling her curling fist backwards, the feminine Squidstrictor plunges it straight into the mechanical left eye of Gravattack, causing it to violently crack and release bursts of bright-red electricity. Screaming in pain, Gravattack thrusts her body forward, finally gravitionally throwing her off, and in the process, releases both Gwen and Kevin, as they launch a stream of powerful electrical bolts and mana beams in his direction to keep him at  bay.

“***ENOUGH OF THIS POINTLESS EFFORT! TIME TO SEE THIS OMNITRIX’S BENEFITS!***” Gravattack calls back, gyrokinetically lifting masses of rubble to throw at the duo, briefly stunning them and allowing him to smack his palm down on the Omnitrix symbol on his forehead. With a release of red-and-green light that consumes his entire body, his Galilean form evolves, doubling his original size and now covered in massive rocky, mountain-like peaks, at the cost of his entire lower-body having devolved into nothing, leaving him permanently levitating now, his gravitational aura now within his expanded, jagged mouth. A trio of orbiting planetoids, each possessing a jagged face resembling his non-evolved counterpart, swirl around him, as he reveals himself as the massive Ultimate Gravattack.

“***MAY THE FUTURE BEYOND THE TRUE HORIZON HAVE MERCY ON YOUR REBELLIOUS SOULS!***” Ultimate Gravattack roars with rage, massive gravitational auras forming from his enlarged hands and each of his swirling planetoids, manically laughing afterwards as he readies his abilities of far-enhanced gyrokinesis, his body radiating powerful gravitational energy.

The trio of heroes stand tall, ready to fight their possessed hero, as Ultimate Gravattack stops laughing, fully facing against Ben Prime’s allies and suddenly launching forth a cataclysmic force that rips apart the asphalt ground beneath him, shredding through and pulverizing cars and anything in his path, as the ticking of a million clock-hands fills the air, and the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

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***DIMENSION 96***

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***“BELL’S WOODS” GHOST TOWN OUTSKIRTS***

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Within the abandoned Western-styled ghost town of Bell’s Woods, an alternate version of Bellwood in an alternate dimension, a tumbleweed flows through the windy streets of the sunscorched city, devoid of any sort of present life, not even wild animals. The rocky streets of the city begin to flow with a stream of sand from its surrounding deserts, seemingly animate as it gradually manifests in the form of the mechanical, armless right side of the reanimated Neomni, her missing right side and left arm replaced by the radioactive energy of the apocalyptic Dimension 38, as she uses the shapeshifting powers of Sandbox to arrive and enter the town.

Fully taking shape, the malfunctioning Neomni’s half activates Analyzard’s abilities with the stuttering twitch of her jaws in a futile attempt to call out the alien’s species name. Staring throughout the area with one good eye, seemingly searching for someone, or something, Neomni twists her head in the direction of the ghost town’s rooftops, eventually seeing the silhouette of a cloaked figure, their ragged cape flowing in the window, staring down at Neomni. Uttering a malfunctioning series of distorted stutters, she launches a blast of her own radioactive energy at the silhouette, although when the dust settled from the destroyed building’s rooftops, no-one was there.

“***INCOMING, MECHA-JERK!***” The familiar voice of Reboot Kevin calls out, as Neomni turns around in a panic, only to be suddenly slammed into by the spiky spherical form of his mutant version of Cannonbolt, named Wreckingbolt, that sends her crashing backwards into the rocky, sand-filled ground. Wreckingbolt quickly uncurls from his spherical form and calls out, “Thought you’ve seen the last of me, huh? We got half of you… now, we’ll get the REST of you!”

In response, Neomni quickly gets back up to her and launches a series of radioactive blasts from her arms that Wreckingbolt quickly blocks and deflects with his armored forearms. Within an instance, a mass of crystalline shards rupture from the ground behind Neomni, piercing through her already-damaged mechanical body and impaling through her torso, as the scene shifts to reveal the newly-arrived Reboot Ben, transformed as the armored Omni-Kix Diamondhead, stepping from around a corner.

“Now, you’re outnumbered, metalhead! This time, I plan to take you down once and for all, and I’ve even got some familiar help to back us up this time too!” Omni-Kix Diamondhead calls out, as the familiar silhouette of Chuck Chill, the Biomnitrix fusion of Big Chill and Upchuck, although the Murk variant this time instead of Perk, phases through one of the abandoned building’s walls, followed by the fuzzy form of Gwen 10, transformed as her Necrofriggian form, and the hazmat-suited Ultimate Ben, using the intangibility and levitation of Ghostfreak, confirming them all to be wearing their specialized hazmat suits, although only visible in their human forms, to protect themselves from the Corrodium radiation.

“It’s 5 against 1… well, more like 5 against a half of 1… you’re done for, Neomni! We’re going to shut you down for good!” Ultimate Ben calls out, landing against the ground alongside Omni-Kix Diamondhead and Gwen’s Necrofriggian form, the two of them suddenly barraging Neomni with crystalline projectiles and streams of freezing mist, only for Neomni to phase straight through the attack with the usage of AmpFibian’s abilities, using her newfound electro-phasing to float off of the crystals impaling her, uses Goop’s powers to regenerate, and use Ditto’s powers to multiply into five separate clones, each starting to rush after a respective hero.

“UHHH-?! She’s MULTIPLIED!” Gwen’s Necrofriggian form exclaims, recoiling and stammering in shock, as Chuck Chill, landing against the ground and reverting in flashes of green light to his hazmat-suited human form, calls out, “She’s used Ditto’s powers of self-duplication to counter our advantage of numbers, meaning each of her clones should share the same damage! Knock one out and you can defeat all of them!” before activating the Biomnitrix gauntlets and transforming into a towering fusion of Humungousaur’s body structure and Geothermite’s rocky skin and magma bulbs, the symbol on his chest, deeming himself, “**GEOMUNGOUSAUR!**”

“***IT’S HERO TIME!!!*”** Omni-Kix Diamondhead, Gwen’s Necrofriggian form, Geomungousaur, and Ultimate Ben all exclaim at once, with Wreckingbolt unenthusiastically mumbling the catchphrase to follow through, as they each divulge on their respective, rapidly-approaching Neomni clone, all five of them launching Upgrade’s optic beam at once, although with a swift dodge, cyro-phasing, explosive rock projectile, armor-assisted invulnerability, and shielding of his armored forearm, all of them avoid or deflect the attack and lunge forth to fight their clone.

A montage ensues, with Omni-Kix Diamondhead releasing energized crystalline projectiles toward one of the Neomni clones, who attempts to overpower his armor with Upgrade’s technokinesis, Gwen’s Necrofriggian form projecting blasts of ice from her palms at another clone who melts through them with Swampfire’s flames and launches AmpFibian’s electrical bolts toward her, Geomungousaur flinging explosive rocks of detonating magma at another clone, protecting herself with Goop’s elasticity, before soaring forward and tackling him with Jetray’s flight and enhanced speed, Wreckingbolt smashing another clone to the ground with his destructive form, although they quickly recover and pounce into the air with Ultimate Crashhopper’s vast jumping strength, and Ultimate Ben launching a blast of Buzzshock’s electrokinesis toward his clone.

Omni-Kix Diamondhead attempting to counter his Neomni clone’s technological hijacking, he strikes the rotated Omnitrix symbol on his chest, suddenly transforming him in a flash of green light into Shock Rock, and uses his electrokinesis to blast off the clone’s electricity-sensitive liquid metal body, while Gwen’s Necrofriggian form, thrown back by her respective clone using Swampfire’s chlorokinesis to generate powerful vines, quickly keeps her ground, striking the Omnitrix symbol on her chest to transform into her feminine, dark-blue-highlighted Thep Khufan form, launching forth her bandages in an attempt to restrain her clone, while the hazmat-suited Ultimate Ben uses Buzzshock’s electrokinetic transportation to zip about and avoid his Neomni clone using Overflow’s hydrokinetic blasts.

“HANDS OFF!” Geomungousaur exclaims, rapidly altering his size to its maximum limit and causing Geothermite’s rocky skin to armor in layers of volcanic reptilian plating, before he grabs hold of his Neomni clone and slams it into the sandy ground, effortlessly withstanding their attempts to blast him back with Swampfire’s flames, Goop’s acid, and AmpFibian’s electricity in the process, as she suddenly phases through the group with the usage of AmpFibian’s electro-phasing to escape Geomungousaur attempting to stomp down on her. Wreckingbolt rapidly dodges, bobbing and weaving his Neomni clone’s Ultimate-Crashhopper-powered stomps and additionally-generated Grecarden stone pillars, before quickly unraveling from his form and striking the Antitrix symbol to transform into Dark Matter, his mutant version of Grey Matter, lobbing forth several projectiles of dark-red cerebrospinal fluid to harden into plaque constructs that begin to immobilize the Neomni clone.

“HOW ARE WE SUPPOSED TO POWER HER DOWN?!” Shock Rock calls out, narrowly avoiding his Neomni clone projecting Heatblast’s flames concentrated into pyrokinetic lasers at him, as Geomungousaur manages to free his body from his Neomni clone’s attempts to restrain him with Perk Upchuck’s tongues and throw her off, exclaiming in response, “Find a way to neutralize either her mechanical systems, or the radiation acting a stand in for most of her body! It’ll affect all her clones!”

“Radiation neutralization, huh?! Right, she’s made out of Corrodium energy!” Ultimate Ben exclaims, smirking and remanifesting after transmutating his body into electricity with Buzzshock’s powers to avoid more of his clone’s attacks, and strikes the Ultimatrix symbol on the center of his chest, the silhouette of NRG spawning from him, exclaiming, “**NRG!**” and turning to face his rapidly-advancing clone, using the enhanced speed of Fasttrack to slam straight into him, although he keeps his ground and pushes back against her.

“Got you right where I want you, FIEND!” Ultimate Ben exclaims, suddenly beginning to rapidly use NRG’s radiokinesis to begin absorbing the radioactive energy composing her entire right side and left arm. Her reconstructed body starts to rapidly diminish, as each of her clones, in the process of being electrocuted by Shock Rock, restrained by Gwen’s Thep Khufan form, slammed into the ground by Geomungousaur, and immobilized by Dark Matter all being paralyzed upon the neurological link of Ditto’s abilities affecting them too. “Lights out, **NEOMNI!**”

Within an instance, the drained Neomni stumbles backwards, her Corrodium radioactive constructs starting to vanish, as involuntarily utilizing each of Ditto’s powers, each of her clones are forced together by an invisible force, slamming into one another and merging back together into one. The five heroes stand over her, the transformed ones all reverting back to their hazmat-suited human forms in flashes of green, red, and pink light respectively, as the crumbling Neomni begins to thrash and collapse, although with the last of her strength, attempts to blast Ultimate Ben with what’s left of her radioactive power source, only for him to strike the Ultimatrix symbol on his chest, exclaiming, “**JURY RIGG!**” and begins to rapidly rip apart her outer-armor, sending her tumbling to the ground in a partially-dismantled heap.

“D-Did we just beat her?!” Gwen 10 exclaims, shocked and staring down at Neomni’s left side’s remains, still sparking, twitching, and struggling to move, as Ben 10,000 quickly responds, “No, even like this, and without any Corrodium power, she is still online! We need to fully dismantle her remains before she can start pulling some odd moves to make sure she can keep standing!”

“No way, look at her! She can hardly move like that! I say you can just use one of your special ‘fusions’ to blow her to smithereens!” Reboot Kevin refutes Ben 10,000’s statement, annoyed and crossing his arms, although was suddenly smacked across the back of his head by Gwen 10 for his immaturity, causing him to groan and rub the back of his head in discomfort. Striking the Ultimatrix symbol on his chest, the suited Ultimate Ben exclaims, “**BRAINSTORM!**” and electro-telekinetically lifts what remains of Neomni.

“Showtime, ladies and gentlemen! Deploy the virus!” Ultimate Ben exclaims, as Ben 10,000 nods in response and smacks the Biomnitrix gauntlets together, morphing into a stout hybrid of Jury Rigg’s body structure, height, and defining attributes, such as his outfit, protruding nose, and pointed ears, and Big Chill’s characteristics, such as his wings, antennae, facial features, body coloration, and symbol location, exclaiming, “**JURY CHILL!**” as he takes flight and quickly puts the former alien’s powers to use, reassembling tiny portions of Neomni’s outer-body’s remains to form a flash-drive slot on the side of her head.

Suddenly transforming in her Galvanic Mechamorph form in a flash of a bright-pink light, Gwen 10 pulls out the flash-drive of the prototype anti-Neomni virus, and using her technokinesis to merge with it, she leaps forth and embeds the flash-drive straight into the open slot created by Jury Chill. Neomni’s electrokinetically-suspended remains begin to violently thrash, sparking heavily although too weakened to resist Gwen’s Galvanic Mechamorph’s form fully injecting the technological virus straight into her severely-damaged systems. Electronically-distorted screams erupt from her thrashing maw, as her outer-body is gradually consumed in a layer of Galvanic Mechamorph’s hot-pink-and-black circuitry.

“THIS IS IT! YOU’RE GOING DOWN, **NEOMNIII!!!**” Gwen’s Galvanic Mechamorph form exclaims, pushing her efforts to their uppermost limits, as the others stare in anticipation, Jury Chill recoiling back, as Neomni’s thrashing movements begin to heavily spasm and shake, growing weaker and weaker until they freeze entirely, bursts of smoke emitting from her frying systems. Exhausted, Gwen’s Galvanic Mechamorph form stumbles back, exhausted and collapsing backwards, as Ultimate Ben lets Neomni’s motionless remains fall to the ground, eventually losing and ceasing all present movement.

“G-Gwen…” Reboot Ben utters, shocked, as Gwen’s Galvanic Mechamorph form and Jury Chill both revert to their hazmat-suited human forms in respective flashes of green and pink light, Ben 10,000 helping the exhausted Gwen 10 back up to her feet, as she stares down at Neomni’s remains and calmly utters, “...it’s over… the virus worked… we shut Neomni down once and for all…”

“Once one thing left to do now.” The hazmat-suited Reboot Kevin utters, activating his Antitrix and transforming into his mutant version of Heatblast, Hot Shot, in a flash of red light, before firing an explosive fireball that obliterates Neomni’s remains, sending chunks of metal and broken electronics flying in several directions, before reverting back to his human form once done. Ultimate Ben strikes the Ultimatrix symbol on the center of his chest, exclaiming, “**CLOCKWORK!**” with the brief appearance of the alien’s hologram behind him, as his eyes take the form of glowing gears when he activates his ability of chronopathy.

“I see nothing unusual from beyond this point… boys and girls... we’ve finally got her...” Ultimate Ben utters, smiling and deactivating his ability of chronopathy upon seeing nothing with his precognitive holograms, as the others cheer in victory from behind him. Ultimate Ben reactivates Brainstorm’s powers with one smack of the symbol on his chest and begins to electrokinetically lift up Neomni’s charred, pulverized remains, although he notices some struggle, as they were being pushed back down, and moments later, his attempts to lift her unexpectedly stop. He attempts to utilize Brainstorm’s powers again, but literally gets no response. “...the hell?”

*Ultimate Ben becomes suddenly disoriented from what feels like seismic waves beneath him.*

“W-What… Armodrillo? Br-Brickhouse?” Ultimate Ben ponders what could be making these sudden vibrations, managing to keep his balance from tumbling over through quickly activating Antigravitesla’s powers of manipulating his personal gravitational field to anchor him to the ground. Moments later, what feels like an earthquake stops, leaving Ultimate Ben baffled as he turns around to question if anyone else felt that. However, his confusion turns into terror. His allies were gone. Reboot Ben. Reboot Kevin. Ben 10,000. Gwen 10. All of them.

Reactivating Clockwork’s powers of retrocognitive projections, he attempts to see where they’ve gone but soon realizes that his chronokinetic powers were entirely unresponsive too. Ultimate Ben tries Rollback’s chronological reversal, and even Memory Flash’s mnemokinetic projections, but to no avail no matter what he tries, as he stares at the empty space where the four others once were. The wind begins to loudly howl, startling Ultimate Ben, as he ponders, “*H-How… could… how could…*”

“***Of course not…***” A familiar voice speaks from behind Ultimate Ben, causing him to quickly turn around at the sound of the familiar voice, and yell out at terror, as Neomni’s remains had suddenly changed, now the severely-burned remains of the destroyed Eunice, who lifts her head to stare up at Ultimate Ben, her shattered neck causing her head to limpily dangle to one side. “***...you’d think because we helped take down something that was after BOTH of us that I would throw away my ALLIANCE?!***”

“W-WHAT THE HELL?! WHAT IS THIS?!?” Ultimate Ben stumbles back in terror at the sight of the destroyed Eunice, her head shuddering and wobbling atop her shattered neck, speaking in what was obviously Bad Ben’s voice, clear as day, while spewing out liquid metal from broken teeth. “***...you’re wrong as ever. They call me ‘Bad Ben’ for a reason.***”

Terrified by what he’s seen, Ultimate Ben immediately smacks the Ultimatrix symbol on his chest, exclaiming, “**WAY BIG!**” with a panicked tone and as the hologram of the massive alien briefly appears from him, he quickly crosses his arms and launches a scaled-down cosmic ray that seemingly obliterates the destroyed Eunice, only for instead the human form of a grotesquely-smiling Bad Ben to suddenly appear once his attack stops. Bad Ben begins to slowly walk forward, Ultimate Ben stumbling back in terror.

“I’m NOT AFRAID OF YOU!” Ultimate Ben exclaims with rage, suddenly blasting Bad Ben with Nanomech’s bio-electric attacks upon activating his powers, and although each attack singes his clothes and skin, he just continues walking forward. In attempts to immobilize him, Ultimate Ben strikes his Ultimatrix again and again, generating Brickhouse’s earthquakes, although it proves useless too. He makes more attempts, using an array of abilities, including Gutbuster’s adhesive slime, Brainstorm’s electro-telekinesis, Gravattack’s gravitational auras, and even Clockwork’s time-freezing rays, but every single time, he keeps walking forward, completely ignoring any injures and effortlessly breaking out of all restraints as if they weren’t even there.

“STAY BACK, DAMN IT!” Ultimate Ben calls out, again striking the Ultimatrix symbol to gain the powers of Ultimate Spidermonkey, and launching a stream of webbing from his mouth, showering the ground before Bad Ben in dense layers of adhesive webbing, although he completely ignores their sticky properties and keeps moving. Fuming with rage, Ultimate Ben lunges forth with Fasttrack’s speed and barrages Bad Ben with a series of lightning-fast blows, finally managing to slow him down. With a hard punch to his jaw, Bad Ben erupts outwards, exploding into a burst of filthy sewer water and dissolving upon contact with the ground. “*This… this is all a trick… this isn’t real… I just have to break out of whatever this is...*”

Activating the Ultimatrix symbol yet again, the holographic silhouette of an unfamiliar alien transformation manifests from behind the hazmat-suited Ultimate Ben, that of the aforementioned 4D2, the unknown, yellow, teleporting alien from Kevin’s mutation, a bright-yellow-skinned, headless, three-legged humanoid with two bright-gray, mask-like faces atop his shoulders, each possessing distinctly-different art styles, a stump in place of where a neck would normally be, clawed tendrils for arms, three, rib-like spikes on each side of his waist, and the Ultimatrix symbol on the center of his chest.

“**4D2!**” Ultimate Ben announces the alien’s name, as he activates his dimensional-hopping abilities and warps into an unknown dimension, before blipping back into Dimension 96, only to discover the continued absence of his allies. Startled and unsure how to break free of whatever he is happening, Ultimate Ben hops back and forth, skipping back and forth into different nearby dimensions, and soon right back into Dimension 96 to discover they were still not present, as he eventually stops, breathing heavily and gritting his teeth in frustration. “H-How could this be happening?! They can’t just disappear into another universe the moment I stopped looking at them! I know someone’s doing something to mess with me…”

“...and I know it’s that traitorous ASSHOLE wanting a REMATCH!” Ultimate Ben exclaims, again striking the Ultimatrix symbol on his chest to gain the powers of Ultimate Clockwork. Exclaiming his name and activating his enhanced chronopathy, Ultimate Ben holds out his hands and fires out several time rays, manifesting an array of portals to glimpse into different realities in hopes of searching his missing allies. Searching deeper and deeper, his efforts grew more and more desperate and strained from the total lack of any success, leaving him unaware of the silhouetted figure slowly approaching him from behind, footsteps entirely silent. “WHERE ARE THEY? WHAT IS THIS? WHERE’S MY TEAMMATES?!”

“***Calm and collective, I see…***” A familiar distorted voice calls out from behind Ultimate Ben, causing him to spiral around in a panic and fire a time ray from his chest at the sudden newcomer, although they remain invulnerable to their surprise attack upon revealing themselves as their own Chronosapien transformation: Clockwork. “***...I assume it’s always like this… everytime, when all things go to hell… you fly into a panic, throwing everything at the walls to see if anything sticks…***”

“-P-Prime?!” Ultimate Ben stutters out, shocked and disengaging his Evolved Chronosapien abilities. The Chronosapien transformation reverts back in a flash of red-and-green light, revealing himself as a cloned temporal afterimage of the bizarre fusion of Right-Handed Jack, coming to face Ultimate Ben directly, as he smirks and speaks in response, “***...partially… you are the egotistical alternate Tennyson without the wristwatch model, yes?***”

“*...what am I looking at…*” Ultimate Ben utters, horrified by the fusion’s ghoulish appearance, as he smiles widely to expose his row of sharp, metallic teeth and responds, “***You’re looking at the next step in multiversal change… I am Right-Handed Jack... once the other dominant hand... now a force greater than I was before that wretched version of myself from Dimension 10 destroyed my dimension... and left me an incomplete, crumpled mess of temporal energy…***”

Staring in disbelief and confusion, Ultimate Ben only responds in retaliation at the frightening enemy, striking the Ultimatrix symbol on his chest and blasting them with Ultimate Echo Echo’s enhanced sonic scream, only for them to effortlessly withstand the attack upon rapidly transforming into Shocksquatch, releasing an eruption of powerful yellow electricity from his mouth that sends Ultimate Ben stumbling back, before Jack suddenly morphs into Bloxx and slams his hands into the ground, encapsulating him in a dome of hardened clay blocks, before literally blasting the dome apart with Eyezor’s lethal optic beam.

Ultimate Ben tumbles out of the ruptured dome, his hazmat suit burned, and slams against the ground in a bloodied heap and with a gasp of breath, weakly strikes the Ultimatrix symbol on his chest to activate Swampfire’s powers and allowing him to regenerate his scorched wounds. Ultimate Ben smears blood leaking from his lip and stumbles up to his feet, activating the powers “**CHROMASTONE!**” to absorb another one of Eyezor’s optic beams, and sending it straight back at him as an ultraviolet ray that strikes his vulnerable eyeball and blinds him, forcing him to suddenly transform into Water Hazard.

Water Hazard firing hydrokinetic blasts from his arms in Ultimate Ben’s direction, Ultimate Ben again activates his Ultimatrix symbol, gaining the powers of “**FAUCET!**” and using his liquiduskinesis, he telekinetically manipulates the water blasts before they can strike him, leaving them to swirl around his body, before he sends them flying back at Water Hazard and summons the powers of a split-faced humanoid alien, his left side a mass of roaring flames, and his right side crystalized ice, the Ultimatrix symbol on the center of his chest, exclaiming, “**EQUINOX!**” as he reveals his thermokinetic abilities, causing the redirected water blast to turn into razor-sharp chunks of ice or boiling water.

Water Hazard quickly defends himself, transforming into Diamondhead and slamming his hands into the ground to manifest a crystal shield that blocks the oncoming thermokinetic attack. Fuming with frustration, Ultimate Ben utilizes the higher extent of Equinox’s abilities, creating an array of mentally-activated, thermokinetic explosions in an attempt to overwhelm Diamondhead, obliterating several abandoned houses nearby and eventually blasting apart his crystal shield. However, by the time Ultimate Ben stopped, gaining Analyzard’s powers to search the surroundings, Diamondhead was nowhere to be seen.

Believing Jack had burrowed into the ground to escape his attack and hide, Ultimate Ben rapidly activates his Ultimatrix, exclaiming, “**BRICKHOUSE!**” and creates a massive earthquake with the stomp of his feet in an attempt to draw out Jack. Unbeknownst to him, he quickly resurfaces beneath Ultimate Ben, a few feet in-front of him, having used Ghostfreak to simply phase through the ground and turn invisible, before suddenly transforming into Trapflaura, a small, plant-like alien partially burrowed in the ground, represented as a fanged, three-petalled maw with a resemblance to a venus flytrap. Stepping forward, Trapflaura snaps down on Ultimate Ben’s foot, embedding his teeth into his leg, as he collapses back and screams in pain.

“AAAAGGGGHHHH!! GET OFF ME!!!” Ultimate Ben screams in pain, futilely trying to use Squidstrictor’s punching strength and Bullfrag’s kicking strength to try and furiously punch and kick at the petals biting down on his leg, although to no avail, as Trapflaura’s grip seems to tighten. Growing frustrated, Ultimate Ben screams, “**VOLCANIWYRM!**” and releases an eruption of scorching blood from his hand at Trapflaura’s petals, forcing him to finally release and resurface, revealing the rest of his body as a vaguely-humanoid-head-shaped entity with a trio of vine-like appendages, and a long body extending below the head shape with a leaf-like cloak possessing a belt containing the Overclocked Omnitrix symbol on the front.

“**TERRASPIN!**” Ultimate Ben exclaims, striking the Ultimatrix symbol to gain his powers of Terraspin and releasing an aerokinetic burst to send Trapflaura’s vulnerable body tumbling backwards, unexpectedly reverting to his human form. Clearing a distance between his foe, Ultimate Ben begins to get back up to his feet, exclaiming, “**WHITE CHOCOLATE!**” to use the rabbit-like alien’s melting powers to absorb a portion of the ground beneath him to regenerate his bloodied leg’s wounds, and “**POISON DART!**” to use the bug-like alien’s poison secretion to be rid of the Veridian Wildflower poison injected into him.

Recovering from Terraspin’s aerokinetic blasts throwing him back, Trapflaura rapidly darts forward, using his vines to crawl, and suddenly morphs into Bronzoon, releasing several powerful sonic blasts that Ultimate Ben defends through summoning a shield made out of the hard-light constructs of Oblithium’s powers. Bronzoon flies forward, transforming into Ball Weevil to release a barrage of explosive plasma globules to destroy Oblithium’s hard-light shield, sending Ultimate Ben flying backwards into the ground again, although quickly pinning Ball Weevil down with several hard-light constructs in the form of hands.

“GOT YOU! **MAGMALIGHT!**” Ultimate Ben exclaims, turning the glowing constructs of solidified light pinning Ball Weevil down in a bubbling wave of bright-green magma that engulfs Ball Weevil. As he violently screams in agony, briefly resurfacing from the flames, Ultimate Ben delays his attempts to recover through blasting him with Chandelier’s wax projectiles. Silence ensues, and a beaten, exhausted Ultimate Ben lowers his arms, taking a breather…

*...as slowly, an infernal humanoid begins to rise out of the magma… Ultimate Heatblast.*

“***You have extreme amounts of mobility and dexterity when switching between your alien powers... I’ll admit when I say that I’ve heavily misjudged your skill and experience, ‘Ultimate Ben’...***” Ultimate Heatblast utters, now no longer phased by the molten temperatures, as he slowly begins to approach his foe. Fuming with rage at his presumably-unbeatable opponent, Ultimate Ben exclaims a series of alien names, “**ULTIMATE BIG CHILL! EYE GUY! ULTIMATE EATLE! SABBATTOIR! ULTIMATE ECHO ECHO! FANFARE!**” and launches blasts of freezing plasma, energy optic beams, bio-energy blasts, a combination of cryokinetic and geokinetic magical attacks, enhanced sonic screams, and powerful gusts of winds.

Each of the various elemental attacks only slightly slow down the calmly-approaching Ultimate Heatblast, steadily starting to overpower him. Furiously using Sabbattoir’s geomancy to lift up chunks of rubble and slam them against Ultimate Heatblast in an attempt to pin him down again, he effortlessly smashes them through them with vast strength and explosive flames from his hands. Starting to gasp from being overwhelmed with exhaustion, Ultimate Ben collapses to one knee, on the verge of throwing up, as Ultimate Heatblast calmly stands over him, kicking sand straight into his face to briefly blind him.

“***Hmph… all out of steam, ‘Ultimate Ben’?***” Ultimate Heatblast snarkily asks, before chuckling and responding for him, “***Of course, you are… you’re just a normal human, one that doesn’t even transform like the others… it’s your squishy brain that holds you back… the others, the other versions of us mistake for being a simple man like you, and while that may be true, even prior to this augmentation of mine, I’ve exceeded humanity… have I beaten it, or has it beaten me?***”

Within an instance, Ultimate Heatblast slams his foot into Ultimate Ben’s chest, sending him crashing onto his backside. As he lays on the ground, extinguishing the flames clinging to his burned, partially-destroyed hazmat suit, reality seems to shift around him. The glowing form of Ultimate Heatblast continues to approach his body, looming over and almost blinding him with his aura of extreme solar heat.

“***I’ve been admiring your little allies... the different versions of us, the Gwen, the Kevin, for quite some time… in fact, virtually all the time in the world… it not only just seems yesterday when the Ben of Dimension 10 smashed my body flat against the fabric of space-time, like a boot over a roach... but in fact, it was yesterday…***” Ultimate Heatblast speaks, the sky’s colors familiarly and rapidly flickering from above his Evolved Pyronite transformation. “***Time travel is a prominent perk of chronokinesis... although I’m recommended not to touch anything and send whatever universe I’m in crumpling down on itself... think of time travel as… an unlimited visit to a history museum… never-ending examination… research, as Benedict would call it… you knew about him, didn’t you?***”

“W-Who the hell is Benedict?” Ultimate Ben gasps, as Ultimate Heatblast hesitates for a moment, reverting back to his human form as he does so, before sharply smiling and stating, “***...some Bens get a tad nosy… some Bens need to be taught a lesson… not Benedict though… The fundamental forces of Mother Nature put an end to his mischievous ways, and believe me when I say, if he was still around… we’d have quite the predicament on our hands… but let’s NOT talk about that hazbin nowadays… oh no, let’s talk about why precisely I’m here...***”

With the snap of his fingers and the sudden reversion back to his original form, Right-Handed Jack summons the temporally-frozen forms of Ultimate Ben’s allies. With another sharp, metal-toothed smile, he points directly toward Reboot Ben, and states, “***That Ben... that one, right there, the youngest one... I have to say, I’m surprised another Ben could come to fruition after a literal universal reboot, one of that spirit... he’s quite different from us, is he not? In fact, my curiosity was so peaked I decided to examine the timeline of that Ben, right after him... and his little friends took care of that wretched android’s other half… and… well… let’s just say, I liked what I was looking at... so many simple adventures, yet so many threats looming over them...***”

Within an instance, Jack inhumanly extends an arm downwards, stretching it like rubber, and grabs hold of Ultimate Ben’s ragged collar, lifting him up in the air by it. Still smiling widely, he uses his other hand to snap his fingers again, releasing a powerful temporal shockwave that suddenly unfreezes the rest of his allies suspended in time. Vocalizing their sudden discomfort and confusion of what happened, the four of them are suddenly alerted to a battered, burned Ultimate Ben being thrown at their feet.

“***I’ve lost interest with that one...***” The blunt statement of Jack alerts the rest of the heroes, as he gradually approaches the rest of them, seemingly taking the form of his imperfected Left-Handed self, although no longer wearing his fedora, walking with his cane, or speaking severely distorted and backwards. “***...I suppose that’s what happens when heroism isn’t good enough to face the big bad… not enough material, I suppose… but trust me that I am indeed curious what the rest of you hazbins have to offer.***”

“Wh-?! W-Who the hell are you?!” Gwen 10 asks, baffled at the sight of such a twisted incarnation of Ben Tennyson, to which Jack hesitates in response, before sharply laughing and violently morphing into his present-day Right-Handed self within a flash of red-and-green light, shocking the heroes at an even more grotesque version of himself. He snaps his fingers, suddenly activating the Overclocked Omnitrix and transforming himself into his tiny Galvan form.

“***Oh... just who I am, dear Gwendolyn? I am the one capable of reading your timelines like books now… with just a thought, I can see your beginning... your middle... and your end... although I typically resist myself from seeing the last one… I like to surprise myself… sometimes more than others...***” Grey Matter responds, violently cackling afterwards before suddenly transforming him in a flash of red-and-green light into Ultimate Grey Matter, reduced to a large, bulbous head with a protruding brain, tiny limbs, a third eye on his forehead, just below the Overclocked Omnitrix symbol, and a hovercraft supporting his body, designed with the Omnitrix’s hourglass symbol on the front, a barreled turret on each side, and Psychic Stabilizers on his temples. “***...but tell me... does THIS surprise you?***”

“We need some answers right about now, man...” Reboot Kevin states, as the rest of his allies were in the process of helping the weakened Ultimate Ben back up to his feet. Ultimate Grey Matter stares all of them down, seeing the blatant terror on Ben 10,000’s face, as he levitates upwards with the use of his hovercraft. Her hands hidden behind her back, Gwen 10 activates and readies her Omnitrix to transform, while Reboot Ben notices his own Omnitrix concluding its brief recharge.

“***Your answer... is fate... fate has brought us all together, a multitude of Omnitrixes with different lifespans... fate gave birth to the predatory machine known as Neomni... with what I have now, I truly understand your destiny… the destiny of every single one of you heroes… and it was destiny that united us all here.***” Ultimate Grey Matter responds to Gwen 10, levitating toward the group with raised arms. “***Maybe, what I’m doing isn’t truly right… but it’s because your senses of justice are what is flawed... you can’t appreciate what seems alien to you… but you’ll grow to understand what I’m doing... you all will live to protect your worlds another day… but your interference will result in ERADICATION.***”

“You think... you can just change the world... and how it all works because of what you have now?” Ultimate Ben asks, gasping slightly due to his battered state, to which Ultimate Grey Matter sneers in response, lowering his arms and stating, “***Maybe, I am... you don’t prove a strong chance of stopping me yourself alone...***”

With a blind flash of pink light, Gwen 10 springs forth, having transformed into her Loboan form, and launches a powerful sonic howl that Ultimate Grey Matter effortlessly shields with a psionic force-field of psychic energy projected around the front of him. Staring back at her with a look of disapproval, he watches both Reboot Ben and Kevin transform in dual transformation sequences, gradually morphing and armoring up as Four Arms, then Omni-Kix Four Arms, and Hot Shot respectively.

“That’s where you’re wrong, evil-doer… he’s not alone! He has US!” Omni-Kix Four Arms calls out, suddenly launching a rocket fist that smashes straight into Ultimate Grey Matter’s force-field. With the assistance of the others, Ultimate Ben stumbles slightly and finally manages to stand tall and activate his Ultimatrix, exclaiming, “**ULTIMATE PESKY DUST!**” and launching a stream of toxic sleeping dust toward Ultimate Grey Matter, alongside Hot Shot’s explosive fireballs and a transformed Ben 10,000 morphing into Snot Weevil, a fusion between Ball Weevil’s body structure, general attributes such as his crest, mandibles, and legs, and Snot Goblin’s pale skin, bulging eyes, green-lipped mouth, warts, and dark-green appendages, and firing streams of sticky plasma mucus.

“***STOP THIS, FOOLS! YOUR EFFORTS PROVE NOTHING BESIDES THE FACT THAT YOU DON’T LEARN FROM PAST MISTAKES!!***” Ultimate Grey Matter calls out, withstanding the numerous blows of sonic howls, rocket-propelled fists, explosive fireballs, toxic sleeping dust, and streams of plasma mucus coming his direction, eventually overwhelming his psionic shield and sending him flying back. Quickly telekinetically halting himself from hitting the ground and angrily glaring back, Ultimate Grey Matter levitates further up into the air. “***...heroes... I’m not the one you’re going to fight… I’ve wasted enough time dealing with your narcissistic ally… you want a true battle? Look… no… FURTHER...***”

With that, Ultimate Grey Matter repulses back the approaching heroes with a telekinetic blast when they attempt to charge him, sending them crashing onto their backs. Activating his telekinetic powers with absolute concentration, Ultimate Grey Matter begins to summon forth the remains of Neomni, piecing her destroyed side fully back together, as the green energy surrounding her body begins to glow dark-purple. Her systems gradually begin to reactivate, and despite the attempts of retaliation through Gwen 10 morphing into her Methanosian form and Ultimate Ben activating Ultimate Kugelblitz’s powers, the duo launching streams of gaseous flames, their attacks are deflected by Ultimate Grey Matter’s psionic shield.

“W-What is he doing?!” Hot Shot exclaims, horrified at the sight of the reactivating Neomni. Chunks of the stony ground beneath her body begin to telekinetically lift upwards, gradually turning a dark-gray, as they begin to float where the missing half of Neomni’s body is, soon granting shape to her replenishing energy constructs replacing that side. Although they appear dark-purple like Corrodium radiation, they soon begin to take on an electrical quality, as the rocks solidify in a layer of inorganic stone armor.

“Oh, man... you gotta be kidding me…” Omni-Kix Four Arms utters in shocked disbelief, as the heroes gradually move backwards. Stepping forth with renewed life, a dark-purple cape of pure energy flows behind the restored Neomni, and her glowing eyes, one mechanical and one among the dark-purple electrical energy restoring her missing side, beam to life and glow red red, as a thunderous, masculine voice erupts from the resurrected Neomni:

“***THE HIGH OVERRIDE… LIVES AGAIN!***”

*. . .*

“...man, I *REALLY* hate this guy...” Gwen’s Loboan form utters under her breath, staring in wide-eyed terror and sealing her jaws back together before speaking, as the ticking of a million clock-hands fills the air, and the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

```
***UNDER BELLWOOD***

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***CENTRAL HEART OF “UNDERTOWN” CIVILIZATION***

```

“BAD CRAB! YOU DON’T PLAY FAIR!” The hypnotized Tigerizer wrestles against Albedo 23 amongst the partially-destroyed Undertown, the latter transformed as her Cerebrocrustacean form, the feminine, orange-tinged Negative Braincrab, who manages to counter Tigerizer’s immense physical strength and blasts him with a flurry of electrical bolts from her exposed brain. Yelling out in pain, his fur standing on end from the static electricity, Tigerizer throws Negative Braincrab aside, sending her tumbling against the ground. “TIGERIZER HATES THOSE WHO DON’T PLAY FAIR!”

“I hate you in general, twerp.” Negative Braincrab exclaims, pushing herself back up and revealing the cyan-blue, gelatinous body of Skurd 23 clinging to the symbol of her Epitome Gauntlet, having willingly removed himself from the hypnotized Tigerizer’s Hero Watch and placed himself on top of her alien device, and thus, now distinctly has the orange gauntlet symbol on his forehead. “...so, I guess you’re not helping anymore, huh, snotty?”

“It’s not ‘snotty’! It’s Skurd, the Slimebiote, and I’m doing my best to help!” Skurd 23 exclaims in response, a bit irritated by Negative Braincrab, and smacks his tentacles onto the Epitome Gauntlet symbol, transforming her in a flash of apricot-orange light into her lumbering, feminine version of Toepick: Negative Fright Face. “Ever used your Seipsa'horribilia form before?”

“Does it… LOOK like I have-?!” Negative Fright Face groans in response, her voice deep and raspy, gasping loudly in-between every few words. Pouncing forward, Tigerizer smashes his fists straight into Negative Fright Face’s helmet, sending her flying backwards and tumbling against the ground. The growling Tigerizer looming over her and groaning, Negative Fright Face groans in pain as his helmet begins to rapidly open, releasing nightmarish screams. Tigerizer stumbles back in terror at the sight, yelling out in dismay and turning a ghoulish shade of pale-white at the sight of the eldritch horror inside.

“Opening your mask, that’s the ticket!” Skurd 23 exclaims, shielding his eyes with his tendrils, and quickly summoning Negative Handy Man’s arms from Negative Fright Face's backside to twist them around and suddenly push her alien transformation back up to her feet. With Tigerizer stunned, Skurd 23 again smacks his body down against the Epitome Gauntlet symbol, suddenly transforming Negative Fright Face into the feminine Negative Barnacle Man, her version of Water Hazard. Raising her arms and lowering her visor, she violently blasts Tigerizer with pressurized streams of scalding water from her palms, sending him flying backwards with an angry feline screech, and smashing into a nearby wooden stand.

“Huh… guess that works too, snotty...” Negative Barnacle Man remarks through her visor, as suddenly, a familiar figure pounces onto her orange-tinged Orishan form’s back from behind her. Negative Barnacle Man spinning around in confusion and yelling out to be released, Skurd 23 halts her confusion by again striking the Epitome Gauntlet symbol, transforming Albedo 23 into Negative Loogie Man, her version of Gutbuster. Swelling up to an immense size, she blasts off her attacker with a viscous eruption of watery slime, revealing her attacker as Nyancy Chan.

“You dare mess with my MR. FLUFFYKINS?!” Nyancy Chan yells out, clumsily getting back up to her feet and trying to shake off the slime soaking her feline-styled outfit, as Negative Loogie Man gurgles and scoffs in response. Angrily pulling off her glasses, shaking them dry, and putting them back on, Nyancy Chan simply points her index finger forward and emits a piercing hiss from her mouth. Although nothing appears to have at first, swarms of aggravated cats, from Earth and other alien planets, swarm out of various nearby crevices, including the wreckage of several Tigerizer-destroyed Undertown shops. “***SHOW THEM YOUR CLAWS, MY KITTIES!!!***”

“Sheesh, ours wasn’t this volatile...” Skurd 23 remarks, briefly extending his body atop of Negative Loogie Man’s head to get a better look on the oncoming attack, and also seeing the quickly-recovering Tigerizer, his fur ruffled and soaked, before retracting back downwards and smacking his entire body down on the Epitome Gauntlet symbol, transforming Albedo 23 into her Vaxasaurian form, Negative Dino-Mighty, which she quickly gets the hint of what he’s trying to do and also smacks down on the Epitome Gauntlet symbol herself, transforming her into the evolved Negative Epitome Dino-Mighty.

“F-Y-I, I went silent for a moment, because I was trying to remember why exactly I went through all the trouble of yanking off the twerp’s ‘Hero Watch’ wristwatch gizmo! Are you going to give me the power-ups you promised, or no?!” Negative Epitome Dino-Mighty groans, as Skurd 23 scoffs in frustration. The two facing a charging Tigerizer, Skurd 23 finally springs into action, stretching his slimy body downwards into one of her arms, morphing it into the rocky armor of Negative Epitome Orbit Man, her Galilean form’s left arm. “THANK you!”

Holding out her arm, Negative Epitome Dino-Mighty manifests a massive gravitational aura that throws the rushing felines backwards. Manifesting a gatling gun from the hand of her other arm, Skurd 23 additionally stretches his body to the end of it, and allows her to fire a barrage of bone missiles that violently erupt in explosions of Negative Charcoal Man’s oranged Pyronite flames. Despite both these defensive attacks, Tigerizer manages to outpace both of them, running quadrupedal and leaping onto Negative Epitome Dino-Mighty’s face, only to be repulsed back with Skurd 23 transforming her jaws into the protruding Loboan maw of Negative Howl Hound and launching a sonic howl that briefly deafens Tigerizer.

“YOU DON’T KNOW HOW LONG I’VE WANTED TO USE THAT ON TIGERIZER!” Negative Epitome Dino-Mighty laughs out loud, as Skurd 23 simply raises an eyebrow in response, although doesn’t say anything further, as he retracts all three augmentations and faces the now semi-defenseless Nyancy Chan, most of her cat army having fled from the three attacks alone. Holding out her augmented gatling gun, Negative Epitome Dino-Mighty fires bone missiles that erupt into exploding combinations of Negative Big Bug’s gooey slime and Negative Mr. Monkey’s sticky webbing, respectively her Lepidopterran and Arachnichimp forms’ abilities, partially restraining her lower-body to the ground.

“SAVE ME, MY MR. FLUFFYKINS!” Nyancy Chan calls out in dismay, struggling against her adhesive restraints, as a recovered Tigerizer suddenly tackles Negative Epitome Dino-Mighty from behind, rapidly scaling up her armored backside and jumping over her head, extends out both wrist-claws and makes a slashing dive toward Skurd 23, only for him to armor his body with Negative Grindstone Man’s crystals, causing his wrist-claws’ piercing blows to merely bounce off and allowing Negative Epitome Dino-Mighty to grab hold of Tigerizer and blast him with Negative Electricyeti’s electric Gimlinopithecus-DNA-powered breath.

“So, HOW exactly am I supposed to stop the influence of their Nyancy Chan’s ability?!” Negative Epitome Dino-Mighty exclaims, as Skurd 23 responds, “To depower the human with cat-manipulating powers… get rid of the cat! Transform him into someone else!” and begins rapidly transforming the hand restraining Tigerizer into the black-and-orange, circuit-covered liquid metal of Negative Techno-Bubble, her feminine Galvanic Mechamorph form. Simply smiling with a toothy grin, she activates her granted technokinesis, causing Tigerizer to yell out in dismay, before crackling sparks of cyan-blue electricity consume his body.

“Sorry, ‘Mr. Fluffykins’... curiosity killed the CAT!” Negative Epitome Dino-Mighty remarks, dropping the limp Tigerizer from her grip and within a flash of bright-blue light, reveals the semi-unconscious, groaning human form of Ben 23, finally freed from Nyancy Chan’s psychic power. Retracting his added augmentations, Skurd 23 hops off of the Epitome Gauntlet’s pronged symbol and back onto the Hero Watch, regaining the blue-colored symbol on his forehead. “...I’m gonna miss having that kind of assistance.”

“Well, when you stop being evil, we’ll see what we can do to recreate that...” Skurd 23 responds with a wink, as Ben 23 slowly begins to sit back up, rubbing his head in slight discomfort, as Negative Epitome Dino-Mighty, reverting back to her human form in a flash of apricot-orange light, crosses her arms and states, “Shyeah… alright, then, snotty.”

“Where… where am I? Skurd? Alice? Wait… ALICE?!” Ben 23 exclaims, quickly noticing his surroundings, before suddenly standing back up to his feet and arming his Hero Watch at the sight of Albedo 23, who uncrosses her arms, holds out her palms, and states, “Calm down, twerp. I just saved you from this universe’s Nyancy Chan... whatever ours was named. Do me a favor, and don’t go either Tigerizer, or Fastcat, or Mr. Hairball until we’re out of the radius of any crazy cat ladies with mutant powers.”

“Just who in the heck is… Mr. Hairball?” Ben 23 asks, lowering his arms, as Albedo 23 scoffs in frustration, “Oh, so, I’m supposed to know who Fright Face is, but you don’t know who Mr. Hairball is?! It’s this universe’s Kitty Kitty Bang Bang! I remember why we’re rivals… or better yet, I remember why I crafted the Epitome Gauntlet, to be rid of clowns like you polluting my life!”

“Nuh uh, you made your bootleg gauntlet because you're a villain, and it’s my duty to stop evil haters like yourself!” Ben 23 retorts, quickly activating his recharged Hero Watch and suddenly transforming into Plug Man, his version of Feedback, as Albedo 23 angrily remarks, “F-Y-I, again, I LITERALLY just SAVED you! I can’t believe that you’re so goody two-shoes about heroism, yet you completely ignore the fact that **I. JUST. SAVED. YOU.**”

“For what malevolent intention are you hiding? I’m not going to stick around and fight out! It’s gyro time, Albedo!” Plug Man remarks, crackling electricity from his fingertips, before firing out a blast of energy toward Albedo 23, who quickly dodges out of the way, activates her Epitome Gauntlet, selects the holographic silhouette of Negative Grindstone Man, her Petrosapien form, and remarks, “A willing rematch? L-M-A-O! Make my day, hero!” before rapidly transforming into said alien, smacking down on the Epitome Gauntlet symbol and sprouting its three prongs to transform her into the further-powerful, dark-purple Negative Epitome Grindstone Man.

“Give me something corrosive, Skurd! I’m going to melt this gemstone down into sludge!” Plug Man exclaims, as an exhausted Skurd 23 groans, unwilling to protest what’s going on, and quickly transforms Plug Man’s left arm in the gelatinous structure of Muck-A-Muck’s slime, his version of Goop. Quickly holding out his augmented arm, he fires out a stream of acidic, electrified slime, only for Negative Epitome Grindstone Man to defend herself with a crystalline shield, before leaping above it and slashing with bladed arms. As the two rivals of Dimension 23 begin to fight, they are unaware of Nyancy Chan’s slow escape, having briefly been shown using her costume’s plastic claws to saw her way out of the slime and webs.

“...perhaps, THAT Mr. Fluffykins wasn’t a keeper, but no matter!” Nyancy Chan confidently exclaims to herself, rapidly fleeing in the opposite direction, and avoiding several electrical bolts and crystal shards accidentally fired in her direction. “With every Benjamin Tennyson out there in the multiverse running amok, they’ll always be a Rath, Fasttrack, or Kitty Kitty Bang Bang for me to control! One day, the entire multiverse will tremble at the feline prowess of the wicked **NYANCY CHAN!**”

Fleeing in a dark alley-way, Nyancy Chan grinds to a halt, finally out of view of the two fighting heroes. Her eyes transform upon activation of her ailouroeidíkinetic ability, using it in an attempt to track down any of the cats that have fled, but seemingly shows little success, before suddenly being startled by Plug Man, now sporting the horn of his version of Eatle, the blue-tinged Beetle Biter, atop his head, being slammed against the ground outside by his off-screen opponent, before rushing back into battle, firing both bio-energy blasts and electrified slime blasts. Despite yelping at being suddenly startled from Plug Man nearly seeing her, she remains quiet and completely undetected much to her relief.

“My precious… where are my feline friends?! They couldn’t have gotten too far away!” Nyancy Chan exclaims, panicking at her inability to detect where any nearby cats are. Heading deeper into the alley-way, remaining undetected to both Plug Man, both of his augmentations retracted in favor of a pair of Electricyeti arms that constantly power his energy absorption, still in the process of fighting Albedo 23, who was now transformed as her Evolved Arburian Pelarota form, Negative Epitome Rollaway, and rapidly rolling around, attempting to crush Plug Man, although his electrokinetic attacks prove surprisingly effective against her spiked metallic shell.

Heading deeper into the alley-way, Nyancy Chan suddenly freezes at the sight of a towering silhouette not only already hiding within the alley-way, but taking on a distinct body structure she is all familiar with. She beams with sudden confidence and exclaims, “*NEW KITTY!*” upon recognition of the familiar body structure of a masculine Appoplexian. Although her ability seems to have effect at first, the figure remains stagnant before beginning to walk forward, startling Nyancy Chan from the inability to sway their mind with her body, as she nervously chuckles and takes a step back, her confidence lost in an instant.

*. . .*

“***That won’t work on me, Jia Chun. Perfection can’t be manipulated by psychic forces.***”

Nyancy Chan steps back in confusion, only to discover that her exit is in the process of being blocked off by a pitch-black mass: an umbrakinetic construct of shadowy energy, followed by another layer of what appears to be the blocks of a Segmentasapien transformation. Everything around her and the unknown figure plunges into pure darkness, only the silhouetted outline of the alley-way remaining, as she stammers around in confusion upon seeing everything go dark and eventually asks, “H-How do you know my birth-name-?!”

“***I read your mind with my Amperi form, it’s as simple as that… it's ironic, seeing how you yourself possess telepathic abilities over the creatures over you control... yet your utilization of it is close to none… your ability is one of highly-specific, but powerful capabilities, yet you appear to lack the fondest idea of how to use its highest extent...***”

“W-Why are you- what do you want me, creep?!” Nyancy Chan retorts, frustrated and starting to hear the sounds of animalistic growling. The familiar silhouettes of various dog-themed Omnitrix transformations, Wildmutt, Blitzwulf, Nighthowler, and strangely, also Reverbatim, who was mimicking the animalistic growling of the other three through their sound absorption, all steadily emerge from the darkness, gradually starting to encircle the duo and walking on all fours, as the unknown figure finally emerges from the shadows, revealing himself as Rath... but not Ben Prime.

“***You have low self-esteem, yes?***”

“Wh-” Nyancy Chan attempts to respond, baffled by the blunt question.

“***Rhetorical question, dear. I already know you do. I already read your mind.***”

Nyancy Chan stares with shocked bewilderment in her eyes, looking around at the alien silhouettes encircling around her. The silhouetted Blitzwulf transformation before her points a claw to their own lips and silently shushes her with a low, audible growl, as the Segmentasapien blocks seen further blocking the alley-way earlier remanifest into the shape of an alternate Bloxx and join the rest of the group.

“***You think low of yourself, thinking you’re just a small-time criminal, trying to make a change to the greatest extent you can, and nothing more... but you do make up in your confidence, your identity, your character. Nobody knows you as Jia Chun, not even yourself... when you’re out there, robbing banks with cats, sleeping in warehouses, and hypnotizing Appoplexians... you’re Nyancy Chan… that’s what you are...***”

“Why do you care so much about me, Ben Tennyson, of all people? I mean, that ‘Psyphon’ dork probably knows you more than me!” Nyancy Chan pouts, frustrated by their confrontational nature, as Rath approaches her, chuckling in response, before raising a wrist-clawed hand toward the Overclocked Omnitrix symbol and striking his hand down on it, leading to stare with disgusted confusion at the sight of Right-Handed Jack.

“***I’m a little disappointed you don’t see my clear-as-day offer… but I understand if it’d be difficult to catch… or should I say… fetch?***”

Right-Handed Jack silently chuckles to himself about the pun she made, as Nyancy Chan stares at him with hyperfixation, anxiously mimicking his chuckle and unknowingly baring her costumed fuzzy gloves’ plastic, but sharp claws. Within an instance, she drops her fake laugh and makes a swing toward Jack, not sure of why she’s attacking him… someone not appearing overly-malicious or harmful… just invasive...

Her attack is as futile as she dreaded, as Jack effortlessly steps out of the way within a literal instantaneous, leading her stumbling straight into a shrouded brick wall invisible to her eyes. Stumbling back around, she’s suddenly restrained against the wall by the clawed hands of the semi-invisible Wildmutt and Blitzwulf keeping her arms pinned to the wall. Right-Handed Jack steadily approaches her with a judgmental stare, snapping his fingers and telekinetically yanking her clawed gloves off her hands.

“***You won’t need those anymore… they cause trouble… not the kind I desire...***”

“LET ME GO, CREEP!” Nyancy Chan yells out, struggling against the Vulpimancer and Loboan forms before her, as Right-Handed Jack looms over her with a droopy, yet menacing gaze of his mechanical eyes. Blinking slowly and flashing his metallic teeth with an eerie smile, he takes a step back, allowing his unknown servants to loosen their grip on her.

“***You don’t want to live your entire life like this, do you? Homeless… alone… wishing for Benjamin Tennyson turns into an Appoplexian, or a Citrakayah… I wish you there, squirming in anticipation, hoping for an opportunity… here it is… your opportunity… all evil, no matter how small, is incredibly valuable for what I seek to do and what I seek to accomplish… and I will grant it the power it requires to help me… for I’ve become the ultimate power source... of eradication...***”

Raising his left hand upwards, the Overclocked Omnitrix’s interface begins to violently crackle with electrical sparks, as streams of the red-and-green electricity begin to flow down his left hand’s three primary digits. Slowly holding up his hand further and separating his electrified fingers apart, his mechanical hand elongates upwards before suddenly contorting downwards, rapidly transforming into a familiar gauntlet-shaped construct: the Transmogrificator.

Nyancy Chan begins to thrash in terror at the sight of it, trying to break free of the unknown aliens’ still-tight grip and look away from the bizarre device in terror of what its intentions are, as within an instance, Right-Handed Jack lowers his arm, reels it back, and plunges his electrified fingers straight into her sternum, causing her to scream out in pain. Her screams attempt to echo out of the alley-way, but are silenced through the nearby Reverbatim absorbing the sound waves.

The Transmogrificator glows with Jack's chronokinetic energy, emitting an aura of bizarre purple light, as Nyancy Chan’s screams intensify, worsening and distorting, as a crackling aura of light begins to form and pulse around her body. The light begins to glow through her swollen veins, as clusters of bright-purple fur begins to rupture through her skin. Within an instance, everything halts, as Jack frees his arm, allowing his servants to drop Nyancy Chan to the ground. She groans, contorting in pain, as her teeth clench and hair pigmentation begins to shift.

“***It’s time for the whole world to live and flourish… by my, and only my will...***”

As the scene pans away from the darkened alley-way, those outside oblivious to Nyancy Chan’s silenced screams of agony, Ben 23, now transformed as Public Eye with fangs and claws deriving from Fish Fingers, his versions of Eye Guy and Ripjaws respectively, continues to battle Albedo 23, now transformed as her feminine, orange-hued Evolved Vulpimancer form, Negative Epitome Dog-Nabbit, trading blows of sharpened teeth and claws, the former blasting Negative Epitome Dog-Nabbit with an energy beam from his chest eye, all while both are neither unaware of what’s going on, as the ticking of a million clock-hands fills the air, and the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

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***CENTRAL BELLWOOD, STREETS***

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The mutated Kevin Prime smashes into the shattered asphalt streets, quickly utilizing a combination of Geomothy’s enhanced agility, Kugelblitz’s flight via pyrokinetic propulsion, and EpiCentaur’s enhanced strength to flip back around and throw himself back onto his feet, narrowly avoiding his Right-Handed Jack, still transformed as Ultimate Gravattack, smashing his massive fist into the ground he was laying against moments prior, before gravitationally grabbing hold of him in his attempts to blast Ultimate Gravattack with streams of smoldering, burning smoke from both of his hands.

“***YOUR EFFORTS ARE IDIOTIC!***” Ultimate Gravattack bellows with rage, before suddenly being blasted with a stream of corrosive blood erupting from the Volcaniwyrm-originating ventilation grates on Kevin’s wrists and front-legs’ ankles, burning and melting through portions of his rocky skin. Barraged from behind by Gwen Prime, still in her Anodite form, he gyrokinetically rips up the asphalt ground beneath him to form a massive shield of twisted Earth. Kevin Prime attempts to attack him from behind, only for one of his swirling planetoids’ orbit to lift him from the ground. “***I CAN CRUSH YOU IN AN INSTANTANEOUS!***”

“THEN WHY HAVEN’T YOU?!” Kevin Prime yells in response, firing a powerful pyrokinetic stream of flames from his hand in another attempt to strike him, only for him to be thrown aside by the gravitational force of the planetoid, smashing him into a stationary car, as Ultimate Gravattack roars, “***BECAUSE I’M SAVORING YOUR MOMENTS OF FAILURE! WHEN I ALTER THIS WORLD, I’M GOING TO LOCK ALL OF YOU IMBECILES IN TIME LOOPS, SO YOU CAN LIVE THE REST OF YOUR FEEBLE EXISTENCES BEING REMINDED OF HOW INSUFFICIENT AND PATHETIC THEY ALL ARE-!!!***”

Just then, a powerful sonic force blasts Ultimate Gravattack from out of nowhere. As he looks through the eyes of his planetoids and catches the sight of Jen, transformed as a feminine, rapidly-approaching Intermission, who proceeds to launch another sonic attack. Lifting one of his arms, he manifests a pair of gravitational force-fields that fully engulfs Intermission in a vacuum, both neutralizing her sonic attacks and suctioning nearby loose rubble into the vacuum, thus creating an pressurized implosion of air that badly damages her body, before he pulls her forward, allowing him to punch straight through her screen chest, shattering it.

“***How heroic.***” Ultimate Gravattack remarks, before a damaged, but functional Intermission suddenly smacks down on the Cosplayer symbol on her waist, transforming her into a feminine Snakepit. Coiling and constricting her tail around his arm, she rapidly wraps herself around his rocky body and releases a corrosive burst of venom into his damaged mechanical eye, causing him to scream out in pain again. Ultimate Gravattack swats his arm around, unable to rip Snakepit off, and eventually resorts to repeatedly punching his coiled arm into the asphalt beneath him to injure her.

Kevin Prime leaps onto Ultimate Gravattack and anchors himself down with Geomothy’s claws, extends Drillataur’s bone drills across his body, piercing through several sections of Ultimate Gravattack’s rocky skin, causing him to yet again scream out in pain, his voice electronically distorting. Releasing a powerful gravitational shockwave from around him, throwing off Snakepit, Kevin Prime luckily uses 4D2’s dimensional-traveling abilities to effortlessly avoid his attack, as Ultimate Gravattack eyes a pink flash of light in the distance. Turning his cracked body to face the soaring pink light, Gwen Prime’s Anodite form reveals herself, launching a rushing barrage of several blasts of elementally-enhanced magical energy in Ultimate Gravattack’s direction with a mighty scream.

Using the orbital force of his trio of planetoids, Ultimate Gravattack tears several chunks of asphalt from the ground, levitating them around his body in a mesmerizing pattern, before gravitationally thrusting them in the direction and smashing each of them into her oncoming attacks to render them useless. With a temporal shockwave emitting from his reverting form, all time freezes, leaving Gwen Prime suspended in mid-air and staring at the massive clouds of asphalt dust and chunks of rubble before her. With a flash of red-and-green light in the distance of her, time suddenly unfreezes when a fist collides with the left side of Gwen Prime’s Anodite form’s face, originating from a lightning-fast Fasttrack, who steadily morphs into Ultimate Mole-Stache in sudden flashes of light and barrages the stunned Gwen Prime with a multitude of blows from fists made from the ends of his mustache.

“GWEN!” A recovered Kevin Prime exclaims, as Jen quickly rushes after her, first using a feminine 4D2 and her own dimensional-hopping abilities to zip around the wreckage-filled Bellwood streets, clearing a massive distance, and then Crashhopper to leap into the air with vast jumping strength. Morphing into Cannonbolt in a flash of emerald-green light and curling into her spherical form, she smashes straight into Ultimate Mole-Stache, sending him flying to the side. An injured Gwen Prime flying out of the sky, Kevin uses Geomothy’s geometric powers to morph the cracked asphalt ground upwards, creating a ramp she roughly slides down into the hands of the mutated Kevin. “Gwen… Gwen, are you okay?!”

“I’m fine…” Gwen Prime responds, badly roughed-up and starting to slip in and out of her Anodite form, although eventually self-regenerates her wounds and gets back to her feet. The other two suddenly fall out of the skies, smashing into the ground, although both recovering in mere moments. Right-Handed Jack, transformed as Christmas Pine, fires several razor-sharp needle projectiles that Jen, her human form injured to the point of some of her alien characteristics were bleeding through, manages to protect herself through transforming into a feminine Chromastone in a flash of emerald-green light, the needles bouncing off her rocky skin.

Groaning in frustration, Christmas Pine morphs into Eye Guy and blasts Chromastone with a combination of powerful energy beams emitted from his shoulders and palms, although Chromastone quickly absorbs them through her crystals and fires them back as concussive ultraviolet beams. Sensing her tactic, Eye Guy quickly morphs into Feedback through the Omnitrix’s Master Control access, using his energy absorption to siphon and neutralize Chromastone’s attacks, and then smash his fists into the ground to create a lightning wave that throws Chromastone back. Chromastone slides back up to her feet, suddenly transforming into Echo Echo, dividing into five separate clones, and leaping onto the ground to release several sonic screams that all deafen Feedback, forcing him to transform into Brainstorm and protect himself with several miniature force-fields of solidified electricity projected from his brain.

“***What are you hoping to prove, Calypso? Are you trying to compensate for something, or are you still hoping there’s a little Benjamin in me you can still impress?***“ Brainstorm asks, as the Echo Echo clones merge back into one, lands against the ground and unexpectedly reverts back to her battered human form, her clothes covered in tears and various rips, as she gasps, narrowly falling to one knee, and utters, “My name is NOT Calypo, you ASS!”

“***...I’m afraid it is. You can change your name, your identity, your appearance, but the hope of running away from your past is impossible to fully grasp. We know what we are. I am Jackson Tennison. I’ll always be Jack, no matter what I become.***” Brainstorm responds, closing his shells and scuttling about on his crustacean legs, as he suddenly begins to violently shudder for a moment, clenching his teeth and shaking his claws, and eventually stops, responding, “***Sorry, dear, I just had an intense moment of ego death... all my visions, my thoughts, my sense of fragmented humanity... all just shut down at once.***”

“You act as if whatever the hell you’ve done to our Benjamin is just ecstasy to you, huh?!” Jennifer groans in response, breathing heavily starting to sluggishly regenerate her wounds, as Brainstorm clicks his claws in response and states, “***It’s not ecstasy, it’s having both of my eyes opened further than what would be considered humanly possible... the past, the present, the future are all on one line for me... these mechanical eyes see destiny... this is what my personal perfection is: the right amount of nigh-omniscience, and with this mechanical hand, I will unravel and reknit the fabric of these worlds, bending its existence to how I can now see it’s intended to function... you and your allies wish to stop me not truly because you disagree… you can’t just stand and watch as your Benjamin is unwillingly dismantled, and has his crucial components stitched into me...***”

“You’re a MONSTER!” Jennifer bluntly states, smearing alien blood off her face, as Brainstorm chuckles, before suddenly transforming in a flash of dual-colored light. With gargantuan, pinkish-white legs extending outwards, the evolving Ultimate Brainstorm soon reveals himself, his body massive and leagues taller with razor-sharp spikes and a natural ventilation-shaped opening atop his head, four jagged eyes, and alongside his four massive legs, four gigantic arms, ending in huge lobster-like claws. Revealing the Overclocked Omnitrix symbol below his mouth on his shrunken lower-body, Ultimate Brainstorm snaps his claws and speaks in a deeper, crackling voice, “***...if you intend to interfere any further… you’re going to see what monsters truly look like, Calypso...***”

With a furious shout, Jennifer leaps forward, so enraged she doesn’t choose to transform immediately, and this decision results in crackling eruptions of yellowed lightning emitting from the vent atop Ultimate Brainstorm’s head, throwing him back and smashing her in the damaged asphalt. Jen staggers back up to her feet, partially burned, and is struck down again with another burst of lightning. The process repeats a few more times, until Jen is majorly burned and unable to get up. With horrified shouts, both the Prime counterparts of Gwen and Kevin leap into action, projecting explosive balls of mana energy and electrified poison. Protecting himself with a massive force-field that expands across his entire body, massive storm clouds suddenly begin to form in the air.

“Is he… changing the WEATHER?!” Gwen Prime exclaims, noticing the rapidly-darkening skies, as the once-silent, sunny skies of Bellwood begins its transformation into raining thunderclouds, as Kevin Prime, extending bone drills from his arms and infusing Dinosword’s arm-blades with Poison Dart’s poison, reponds, “He’s his Evolved Cerebrocrustacean form... his electrokinesis is so heightened he’s controlling the electrons in the air… he’s literally making it storm... shit...”

“***EVERY VICETOPUS THAT HAS EVER LIVED AND DIED WILL BE TURNING IN THEIR GRAVES!!!***” Ultimate Brainstorm maniacally calls out, holding his claws up to the darkened skies and literally casting crackling bolts of lightning before him. Abandoned cars struck by lightning erupt in violent explosions of broken parts and flaming gasoline, showering the streets in roaring flames. A severely-burnt Jennifer clinging to consciousness is quickly pulled to safety through Gwen Prime’s mana constructs, in which she hastily begins to use her magical abilities to try and heal her, although there was a lot of damage to try and patch up.

“She’s hurt really bad! Give us some cover, Kevin!!” Gwen Prime exclaims, as Kevin quickly nods in response, utilizing Volcaniwyrm’s typhokinesis to create blinding smokescreens from his vents, blanketing themselves from Ultimate Brainstorm’s line of sight and blending into the chaos ensuing throughout the streets. As Ultimate Brainstorm raises his claws downwards and maniacally cackles again, a series of red-and-green lights begin to rapidly flash throughout the destroyed streets of Bellwood, as numerous temporal afterimages, now essentially fully-tangible duplicates of Right-Handed Jack, begin to emerge from the flashes of light, revealed to be portals, around nine in total, all transformed as either 4D2, Sideslash, or Clockwork. Following behind, both Nega Ben and Benzarro suddenly arrive, the former transformed as Nega 4D2 and dragging along Benzarro.

“***IT’S TIME TO RESTORE BURNED BRIDGES, MY BROTHERS OF THE MULTIVERSE!! IT’S TIME TO BRIDGE THE GAP AGAINST EXISTING AND LOST MEMORIES!!!***” Ultimate Brainstorm calls out, announcing down to the clones and alternate versions of himself. All of the clones of Right-Handed Jack suddenly ready their Overclocked Omnitrixes and transform into Lodestar, before evolving a step further into Ultimate Lodestar. Each of them begin to levitate upwards into the air, followed by on the ground by both Nega Ben, transformed as Nega Vertebrain, an insectoid alien with a skull-shaped head, bones throughout his body like a partial exoskeleton, dark-purple skin, both four featureless arms and legs ending in point, and the Gloom Watch symbol on the center of his chest, and Benzarro, transformed as Patient Unnerve, his version of Ghostfreak, his outer-skin splotchy and torn to reveal snippets of his black, white-striped tendrils underneath.

“WHAT’S HAPPENING?! WHAT’S GOING ON?!” Jennifer gasps, her burned skin starting to flake off her face as Gwen Prime struggles to heal her intense wounds, Kevin Prime assisting her efforts with utilizing Kugelblitz’s bright-pink healing flames. The former shushes her, trying to keep her voice low to not alert them to where they are hiding, as Jen steadily begins to regain the ability to move her joints, and eventually stands back up to her feet, her clothes ruined and covered in blackened ash. “Oh god… oh my god, what the HELL?!”

“We have to run… we can hardly fight one of them, we can’t FIGHT THAT MANY!” Kevin Prime yells out, protecting the group with the various lightning strikes and nearby flames of exploded cars, as Gwen Prime, still in her Anodite form, responds, “We’re just going to LEAVE our Ben like that?! Used by that temporal FREAK as his pawn?!”

“If we keep trying, especially now, we’re DEAD! HE TOLD ME HE’LL DESTROY US IF WE KEEP TRYING!” The ash-and-rain-soaked Jen frantically exclaims, getting back up to her feet and activating her Cosplayer to try and select an alien, only to be stopped by Gwen Prime, who exclaims, “WE CAN’T JUST GIVE UP ON HIM NOW! BEN WOULDN’T GIVE UP ON US! YOU KNOW THIS, JEN! YOU’RE ONE OF HIS BIGGEST FANS, UP THERE WITH JIMMY JONES!”

“WE’RE NOT GIVING UP, BUT IF WE CONTINUE LIKE THIS, I WON’T BE THE ONLY ONE ON THE VERGE OF DEATH BY LIGHTNING NEXT TIME!” Jennifer furiously exclaims, pulling her arm away and suddenly smacking down on the Cosplayer’s primed core, transforming her into an emerald-green flash of light, and into a feminine Shock ‘n Void. She attempts to take flight, but is suddenly disorientated by violent tremors shaking throughout the ground, fracturing the badly-damaged asphalt streets. “WHA-?!”

Within an instance, gigantic metal constructs begin to rip through the middle of the streets, sending several broken-down cars and chunks of rubble flying out of the way. The scene shifts to reveal the several Ultimate Lodestar clones lifting up the metal constructs with their powerful tri-magnetic abilities. With the power of numerous Ultimate Heatblast and Ultimate Swampfire clones, they use their immense pyrokinesis to begin welding the metal constructs together.

“That metal... that’s… THAT’S PURE INFINITIUM!” Kevin Prime exclaims in shock, as the numerous Evolved Pyronite and Evolved Methanosian clones’ combined efforts generate temperatures hot enough to meld and weld the alien metal together. In a process that only takes several minutes, the numerous clones, guided by Ultimate Brainstorm, finally create the massive framework of an oval-shaped portal, standing almost as tall as a skyscraper. “**THEY’RE… THEY’RE TRYING TO MAKE A PORTAL!!**”

“COME ON, GUYS! WE HAVE TO GET OUT OF HERE!! WE NEED BACK-UP!!!” Shock ‘N Void exclaims, taking electromagnetic flight and beginning to soar upwards, only to be suddenly struck backwards into the ground by an ectoplasmic blast of energy. Grabbing at her chest and looking around for its source, a maniacal laugh fills the air, as suddenly, Patient Unnerve, previously invisible, suddenly appears behind her and intangibly sticks her claws straight through the sides of her head, causing her to scream out in pain. “***WH- GAAAAAHHHHHH!!!***”

“YOU SHOULD HAVE STAYED IN THAT LITTLE CAGE! ALBEDO SHOULD HAVE NEVER TAKEN YOU FROM HIS HANDS!” A voice calls out, revealing himself as Nega Vertebrain atop Patient Unnerve’s backside. Lifting her arms and attempting to blast him with electromagnetic blasts, Shock ‘N Void’s arms and midsection were rapidly restrained with Patient Unnerve’s abdominal tendrils, who swings her around and sends her plummeting back into the ground, which Gwen Prime quickly uses her mana constructs to catch her before she makes an impact. Nega Vertebrain and Patient Unnerve both land and scuttle before them, the former hopping off the latter’s back, facing the trio, and stating “Looks like we have visitors. Kevin, I’m digging that new look you have there. Reminds me of my own Kevin.”

In response, Kevin Prime retorts by blasting Nega Vertebrain with streams of electrified fire from his hands and poisonous slime from his maw. The two alternate Omnitrix wielders nimbly avoid them, Nega Ben using his Cranvius Sapience form’s danger sense to sense the oncoming attacks, and Benzarro using his Ectonurite form’s flight and levitation. Rushing forward with EpiCentaur’s enhanced agility, he slashes at Nega Vertebrain, only for him to suddenly transform into Nega Volcaniwyrm in a flash of bright-gray light and blast Kevin back with streams of blinding smoke. Gwen Prime, still in her Anodite form, leaps into action to fend the duo off, and as the feminine Shock ‘N Void attempts to do so too, a quaking force rips through the ground, and a mechanical hand tears through the asphalt, grabbing Shock ‘N Void’s ankles and violently pulling her into the sewer system below.

“YOU’RE KIDDING-! ANOTHER ONE?!” Shock ‘N Void calls out upon being thrown in the sewer waters below. Venting her disgust and looking up to face a familiar Talpaedan silhouette, she calls out “ARMODRILLO?!” in shock, as the unknown Omnitrix wielder rushes forward with vocal and visible rage, slamming his hands into the ground and creating a massive shockwave of powerful tremors. Shock ‘N Void quickly takes electromagnetic flight, darting upwards to avoid the attack and firing bolts of electricity downwards, conducting it through the sewer waters and electrocuting her opponent to the point of forcing them to revert to their human form…

. . .

*...in a flash of minty-green light.*

. . .

“Y-You’re…” Shock ‘N Void responds, shocked upon realizing what distinct Omnitrix color belongs to. Landing against the ground and transforming into Oblithium to create several illuminating hard-light constructs with no defined structures, just balls of light to illuminate her surroundings, Oblithium faces her opponent: a horrifically-burned Bad Ben, deformed by the sheer explosion with his entire face from the scalp to the lower-neck entirely wrapped up in torn, tied-up bandages originating from the grayscale Nega Snare-Oh, only his bloodshot eyes, the left partially bloodied, visible through openings, the left side of his clothes left destroyed, with his jacket’s left sleeve and jeans’ left pant-leg left rags clinging to his bandaged skin.

“...going to pay, you ***BASTARD!!!***” Bad Ben finishes her sentence, speaking through deformed, scarred lips poking through a third opening in his mask of bandages. Lifting up the Goon Watch on the exposed, scarred flesh of his left wrist, the device itself noticeably also soaked in sewage and ash, Bad Ben selects the holographic silhouette of his Loboan form, smacks down on the primed core, and transforms into the snarling Bad Blitzwulf. With a roar, Bad Blitzwulf pounces forward, unraveling his maw and unleashing a powerful sonic howl, as the ticking of a million clock-hands fills the air, and the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

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***FALL 2042, ALMOST TWENTY YEARS LATER***

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***"OMNITRIX CITY", MT. RUSHMORE***

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***BEN 10,000'S HEADQUARTERS, ROBOTICS TESTING LABORATORY***

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Having been additionally restrained by extra mechanical limbs, a shuffling, malfunctioning Neomni’s partial remains are studied by several Galvan scientists and technicians, the future counterparts of Blukic and Driba among their numbers too. An exhausted Ken, still transformed as Grey Matter, watches from the other side of the testing area’s glass, periodically looking up at the nearby monitors and boredly pressing and typing controls.

“How is it, Kenny?” Blukic calls out, as the bored Grey Matter loudly sighs, shrugging his shoulders and eventually giving a thumbs-up in response. The scene shifts to reveal that opposed to programming the digital virus meant to eradicate Neomni’s systems, he was instead studying displayed code on the screen originating from Neomni, hopefully trying to find some sort of chink in her armor to uncover a potential weakness seemingly in case the virus seems to fail, unbeknownst to what had unfolded in another dimension.

“So much for this being fun…” Grey Matter groans, typing away at several controls as he speaks. However, unbeknownst to him, an unknown figure begins walking through the hallways outside the testing area that contains Neomni’s remains, first being depicted as the imperfect Left-Handed Jack, cane in hand and fedora on head, in the reflection of a room’s window, and eventually revealing himself as the transformed Ultimate Upgrade, as he casually disables several security cameras with mere projects of his liquid metal created from his solid fingertips.

Approaching the mechanical door outside the testing area’s control room, Ultimate Upgrade slams a fist against the door, causing it to splatter against it and begin rapidly engulfing the outside of the mechanical door. Inside the control room, Grey Matter hears the noises of morphing Galvanic Mechamorph liquid metal and turns in confusion to face the door, part of Ultimate Upgrade’s liquid body already starting to creep across it, before eventually, the door collapses in a heap of dismantled parts from his activated technokinesis, revealing the towering silhouette of the Evolved Galvanic Mechamorph.

“D-Dad? You couldn’t… just open it?” Grey Matter utters, the rest of his body turning in shock, upon to recognize the bizarre transformation before him, as he scratches and tilts his head in confusion. Without a word, Ultimate Upgrade seemingly begins approaching Grey Matter with a determined gaze, revealing the Overclocked Omnitrix symbol atop his chest. “Dad… wait, you aren’t dad… or are you? Who are YOU?!”

“***Who am I? I’m Jack… Jackson Tenison... and you’re in my way.***”

With a hard smack of his arm, Ultimate Upgrade literally backhands and sends Grey Matter flying across the control panel, reverting him to his human form in a flash of white light. Rubbing his head in pain, Ultimate Upgrade steps past where he was once standing and stares down at the monitor displaying Neomni’s visualized code, as with the solidification of his liquid metal fist, lands a hard punch, he violently smashes it with such force that it collides with the nearby glass and alerts the Galvans on the other side.

“WHAT ARE YOU DOING?!” Ken exclaims, confusedly stumbling back up to his feet and watching Ultimate Upgrade violently smash, break, and throw aside another broken monitor, to which he turns toward him, glaring down at him with clenched fists, and responds, “***I’m cancelling this project of yours... you’re not studying nor shutting down anything… not if I HAVE MY WAY!***” before smacking his fists into the control panel and beginning to utilize his enhanced technokinesis to hack into the control panel.

“WHAT’S GOING ON?!” Driba exclaims, as suddenly, the entire facility begins to surge with flashing-red lights, signifying a security breach, as Ultimate Upgrade has managed to hack into the robotics laboratory’s overall mainframe. Ken quickly gets back up to his feet and with a sudden shout, transforms in a flash of white light and attacks Ultimate Upgrade, pouncing on him from behind as Stinkfly and spraying him with fired globules of slime. However, Ultimate Upgrade expresses greater strength and repeatedly slams Stinkfly against the window, not stopping until he’s both shattered through it and reverted back to his human form.

“RUN! GET OUT OF HERE!” Ken exclaims to the Galvan scientists, quickly rolling back up to his feet and readying his Omnitrix replica. They all begin to flee, as he suddenly transforms into Ditto, pouncing back into the control area and tackling Ultimate Upgrade with several clones, although his improved strength proves him capable of easily shoving the tackling clones off. Ditto’s neurological network weakness of his clones each sharing the same pain starting to get the best of him, he fuses back into one upon being thrown aside yet again, and smacks his Omnitrix symbol, transforming him into XLR8 in a flash of white light, rushing forward and barraging Ultimate Upgrade with a series of lightning-fast, pinpoint blows of his clawed fists.

“***YOU ROYAL PEST!***” Ultimate Upgrade yells out in frustration, releasing an enhanced optic beam that effortlessly overpowers XLR8 upon striking him and again reverting him back to his human form. A defeated Ken collapses, struggling to reactivate his Omnitrix replica, although a hard kick to his side and weak stomp to his wrist both prevents him from doing so, as Ultimate Upgrade looms over his fallen body, angrily stating, “***Time to make history.***” and readying to fire another optic beam to finish him off.

*. . .*

“***GET AWAY FROM MY SON!!!***”

Within an instance, an electromagnetic blast blasts Ultimate Upgrade from the side, overpowering him. Furiously screaming from the contorting liquid metal, a bronzed fist sends flying backwards, crashing into the shattered window separating the robotics laboratory areas. A weakened Ken stumbles back up to his feet, helped up by the unknown ally, who reveals himself as Clocksquatch, the Biomnitrix fusion of Clockwork and Shocksquatch.

“DAD!” Kenneth yells out at the sight of the Biomnitrix fusion, as suddenly, Ultimate Upgrade begins to rapidly recover from Clocksquatch’s ambushing attack. Reconstituting his liquid metal body, he suddenly transforms in flashes of red-and-green light, finally revealing his twisted appearance to the duo. Maniacally laughing, he intangibly phases through the control panel, aging the machinery he passes through to dust, completely and utterly destroying the controls in the process. “NOOOOOO!!”

“DON’T WORRY ABOUT NEOMNI, KENNY! WE HAVE TO STOP THIS ONE!!” Clocksquatch exclaims, firing a pair of electrokinetic time rays from his hands, although Right-Handed Jack proves him immune to chronokinetic attacks. Rushing forward, he rapidly transforms in a flash of red-and-green light, first becoming Heatblast, and smacking down on the Overclocked Omnitrix symbol to transform into Ultimate Heatblast, firing a pair of solar blasts from his hands at Clocksquatch, powerful enough to send him flying back and into the hallways. Ken turning to face Ultimate Heatblast, he activates his Omnitrix replica and transforms into Gutbuster.

“YOU WANT TO PICK ON A TENNYSON?! PICK ON ME, BUNSEN BURNER!” Gutbuster exclaims, as the duo exchange solar and acidic attacks, although the two of the attacks suddenly combine to create a massive explosion that violently destroys much of the robotics laboratory. Clocksquatch, reverted back to his human form, pushes himself up from outside the room, and both seeing the clouds of releasing smoke and hearing the sounds of activating sprinklers, yells out his son’s name in dismay. A silhouette steadily emerges from the darkness, revealing himself as the unscathed Ken, having rapidly switched to Shellhead and absorbed the force’s kinetic energy to protect himself.

“Are you okay?!” Ben 10,000 exclaims in shock, as Shellhead quickly nods in response, only for suddenly, a fierce tiger-like roar to emit from the cloud of smoke, as a massive, furry hand extends out, grabbing hold of Shellhead’s shell and pulling him back into the wreckage of the robotics laboratory, causing Ben 10,000 to again yell out in shock, holding out his hand in a futile attempt to pull his son back, only to quickly retract his arm back and with gritted teeth, activate and slam the Biomnitrix gauntlets together to transform. Throwing him against a smashed, scorched wall, Shellhead groans out in pain and looks up at Right-Handed Jack, who has transformed into yet another Ultimate form: Ultimate Rath.

His Evolved Appoplexian form appears significantly bulkier and larger with scruffier, darker fur covering everything but his jaw, chest, inner-neck, and extremities, along with having prominent sideburns, larger, sharper eyebrows, and a large black mane with a trio of curved, black spikes extending from his upper-back, with bright-green bandages around his forearms, wrists, and ankles, two massive wrist-claws in place of each of his singular claws on each hand, and both bony spikes extending from his elbows and smaller claws on each of his fingers and toes. His luchador-like outfit replaced with a coat designed to resemble a monstrous, panther-like face, complete with eyes and fangs, he additionally features black shorts, a silver-white, spiked belt, and the pronged Overclocked Omnitrix on the center of his chest.

“***What were you hoping to accomplish with that destructive tactic, CHILD?!***” Ultimate Rath asks, snarling loudly and holding out his hands to extend out his dual wrist-claws. In response, Shellhead loudly cracks his neck and opens his jaws to fire out a barrage of plasma energy blasts from his maw, striking Ultimate Rath and disorientating him. As he stumbles back, Ultimate Rath is violently electrocuted by an off-screen foe, who reveals himself as Gravastorm, a fusion of Gravattack’s large, bulky body, rocky skin, jagged facial features, and planetary core, and Brainstorm’s crustacean body structure and numerous legs, forehead structure and brain shells, pincer-like claws, and Biomnitrix symbol location on his abdomen.

“I think you misheard what I said earlier, Jack… BACK AWAY FROM MY SON!” Gravastorm calls out, again opening his brain’s rocky-armored shells to expose his planetary-core-designed brain underneath. Firing out bolts of gravity-augmenting electricity that shocks Ultimate Rath and begins to cause him to levitate upwards, Ultimate Rath lets out a roar and manifests smoldering spiritual energy around him, soon taking the form of a semi-tangible astral projection of himself, as Gravastorm stares at in shock and exclaims, “HUH?!”

“***THE POWER OF EVOLVED APPOPLEXIAN RAGE! THE ASTRAL PLANE QUAKES WITH ULTIMATE RATH’S FURY!***” Ultimate Rath responds, and with another roar, his astral projection levitates downwards and suddenly leaps forward, violently slashing at Gravastorm with his dual wrist-claws, and expressing enough strength to cleave off a portion of his rocky skin from the side of his face. Closing his brain shells to protect his vulnerable weak-point, he quickly manifests a pair of gravitational force-fields from his claws, only for the astral projection to phase straight through and kick Gravastorm straight in the face, cracking his rocky skin further. Shellhead blasts Ultimate Rath with plasma blasts from behind, catching his attention, as he strikes his Omnitrix symbol to transform into Wildvine. “***PEST, SCRAM! I’M DONE WITH YOU!***”

“Oh, you wished giving that kind of command was that easy, huh?!” Wildvine exclaims, prying off a pair of explosive seeds from his back and throwing them in Ultimate Rath’s direction, blinding him and disengaging his astral projection long enough for Gravastorm to utilize his gyrokinesis to suddenly slam Ultimate Rath straight into the ground, weighing him down with immense force, before lifting him back up and repeatedly slamming him aside the walls. Despite his attacks, Ultimate Rath proves stronger and leaps out at Gravastorm, striking him with the claws of his fiery astral projection. “DAD!”

“KENNY! KENNY, RUN! GET AWAY FROM HIM!” Gravastorm shouts in response, managing to push his Galilean and Cerebrocrustaean fusion’s strength to its uppermost limit to combat Ultimate Rath. Despite his demands, Wildvine remains determined to assist his father and leaps into action, extending his arms and wrapping his hands around Ultimate Rath’s eyes to blind him, giving Gravastorm the chance to transform into Heatblastrodactyl, a previously-depicted combination of Heatblast and Astrodactyl, and fire a burst of solar energy from his mouth, violently burning one side of Ultimate Rath’s face and causing him to scream out in pain.

Activating his jetpack and propelling himself with his inner solar power, Heatblastrodactyl rams his entire body straight into Ultimate Rath, sending him flying out into the hallway, and repeatedly strikes him with numerous pyrokinetically-enhanced punches from his clawed fists, slamming him throughout the walls of the headquarters’ hallways. Wildvine lunges off Ultimate Rath’s back, sliding to a halt, as his father continues to violently barrage Jack with several blows, not stopping despite his opponent’s attempts to slash his rocky body, and until he suddenly transforms into Ultimate Arctiguana in red-and-green flashes of light and blasts Heatblastrodactyl with his ice cannons, freezing the fusion in a massive block of ice.

“***YOU SHOULD HAVE LISTENED TO YOUR FATHER, CHILD!***” Ultimate Arctiguana exclaims, facing a determined Wildvine. Breathing an enhanced cryokinetic beam of ice from his maw, Wildvine uses his enhanced agility and elastic plant body to rapidly dart out of the way of his beam attack, before suddenly transforming into Snakepit while in mid-air and slashing his tail against his face. Spraying corrosive venom, his attack is usurped with the firing of one of Ultimate Arctiguana’s cryokinetic cannons, slamming him backwards and freezing much of his body against the wall. “***My point proved… I should have crushed you when I had- huh?!***”

Suddenly, Heatblastrodactyl ruptures free of his icy imprisonment, utilizing his own inner solar power to overheat his surroundings and melt the ice to the point of being able to break free. Startling Ultimate Arctiguana, he extends out a pair of solar energy whips and repeatedly strikes and slashes at Ultimate Arctiguana, pushing him back despite his efforts in freezing him again with blasts of his ice cannons. Firing another solar blast from his maw, he melts through Snakepit’s cryokinetic restraints and frees him, allowing him to smack the Omnitrix symbol on his forehead and transform into Buzzshock. Facing a recovered Ultimate Arctiguana who suddenly transforms into the towering Atomix, Heatblastrodactyl stares him down.

“***You can knock me around all you need, clone... my efforts in breaching these headquarters’ mainframe were already successful... there’s NOTHING stopping my plans anymore… go on... see for YOURSELF!***” Atomix speaks to the duo, holding out his fists and channeling them with nuclear energy, as suddenly, Heatblastrodactyl and Buzzshock are both alerted to the sounds of heavy mechanical footsteps in the distance. Looking behind them in terror, their gazes are met with several featureless androids marching in their direction, possessing distinctly-glowing bright-red eyes: Mass-Produced Unitrix Models.

“Clone… dad, what does he mean by ‘clone’?!” Buzzshock exclaims, shocked and confused, as Atomix responds for him, stating, “***Clone is correct, child... this is a duplicate of your father he created with the Sonorosian and Splixson fusion he deems ‘Echo Ditto Echo Ditto’, as a ridiculous name that is... right now, his OTHER self has his hands full with the rest of Neomni that has been empowered by a Fulmini ‘associate’ of mine, for MULTIPLE temporal duplicates of my body are scattered throughout this timeline and virtually ALL neighboring universes... I will complete my intended goal, no matter how clones you heroes create of yourselves, for I am now INFINITE steps ahead of ALL OF YOU!!!***”

Rapidly, several of the Mass-Produced Unitrix Models ready their limited database of alien abilities, all of the original ten aliens the Omnitrix prototype had unlocked. Several clones fire a combination of Pyronite streams of fire and Petrosapien crystalline shard projectiles at the duo. Heatblastrodactyl overpowers much of them, although several models, around half a dozen, rush forth and attack with combinations of Tetramand strength, Kincelerean speed, and Vulpimancer quadrupedalism, although he responds with several solar blasts to throw them back. Buzzshock assists, using his electrokinesis phasing through models to fry and stun their systems, and nearly avoiding their attempts to blast him with Galvanic Mechamorph eye beams and Lepidopterran slime projectiles.

A few scale across the walls with Galvan wall crawling, or levitate upwards with Ectonurite flight, suddenly pounce at Buzzshock, eventually overpowering him, although he quickly breaks free with the enhanced strength of Snakepit, while Heatblastrodactyl suddenly transforms into Gut Dust, the Biomnitrix fusion of Pesky Dust’s dainty body structure, fairy-like features including pointed hair and blush, and four wings, and Gutrot’s mechanical attributes, including his respirator, metallic gas spouts, thicker gloves, and windowed gas chamber on his abdomen, with the Biomnitrix symbol on Gutrot’s mask. Firing streams of corrosive sleeping dust from his spouts that rusts and oxidizes many clones, he gradually finds himself similarly overwhelmed despite his mechanically-crumbling opponents, several biting him with Piscciss Volann fangs.

Quickly switching to a more strategic fusion of Sandpit, that of Sandbox and Snakepit fused together, he blasts the hijacked Unitrix models back with blasts of sand and corrosive venom from his limbs. A partially-freed Buzzshock electrocutes several more models, taking them down, and rushes to face Atomix, suddenly transforming back into Shellhead and blast him with a powerful plasma blast from his maw, only for Atomix to respond with a projected nuclear ball of energy from his left hand, throwing Shellhead back and reverting him to his human form yet again. With thunderous hisses, Sandpit barrages Atomix with a series of lightning-fast blows from his hands, but is similarly overpowered with added blasts of nuclear energy.

“***I’d expected more from the high and mighty ‘Ben 10,000’… wielder of the fusion gauntlets… one of the oldest-living alternates within these neighboring universes, but alas, I’m gravely disappointed… but… on the bright side... this disappointment of mine just proves that threats like Vilgax, Eon, and even Maltruant were not true danger... just temporary setbacks...***” Atomix comments over the two Omnitrix wielders, as Ben 10,000 attempts to get back up, but Atomix swiftly kicks him back down and lifts out his arms, continuing, “***...I can say without a doubt or tinge of egotistical narcissism, that I am TRUE danger… and better yet, and most importantly… I am your unbridled reckonings... THIS is where your timeline ends, dear Prime. Thanks for the memories.***”

Holding out his arms and pointing his open palms down at them, Atomix readies himself to fire a pair of nuclear blasts to eradicate the duo. Ben 10,000 sluggishly gets back up to his feet, gripping his shoulder, but despite this, Atomix still continues readying his determined attack, glaring, as Ben 10,000 stares into his mechanical eyes, seeing the vision of an overlapping Left-Handed Jack and Ben Prime in the reflection of a nearby window. Taking a sharp inhale, Ben 10,000 rushes forward at his opponent, readying to transform to withstand their attack…

*. . .*

*..although just as the two forces are on the verge of colliding, a blue portal suddenly splits between the two of them, neutralizing Atomix’s fired attacks in the process.*

The trio stagger back from the blue portal, both sides expressing equal emotions of shock, as a familiar silhouette begins to casually emerge from the portal, first represented as a tall silhouette with a gauntlet over his right hand and a twirling cane in his left hand.

“*Well, well… what do we have here? Some sort of… biologically-intertwined, chrono-spatial cross of two Ben Tennysons? You must be the ‘walking anomaly’ I have noticed for myself… well, since I’m now here… I feel inclined to tell you that the Sotobro Effect is not something you can tamper with... I will not stand for cross-dimensional vandalism, Jackson...*”

“***TIMEWALKER!!!***” Atomix roars with rage, suddenly blasting the newly-arrived Professor Paradox with a pair of nuclear energy beams from his hands, although Professor Paradox immediately retracts through the portal he came through, reappearing in another one that suddenly manifests Atomix and reaches around his waist to smack his gauntlet down on the Overclocked Omnitrix symbol, suddenly transforming him into Walkatrout, as he flops to the ground in a confused state and yells out, “***HOW DID YOU-?!***”

“There’s one person that knows more about the Omnitrix... and that’s the dear fellow who has spent a millennium learning about many of its different wielders...” Professor Paradox responds, suddenly kicking Walkatrout aside with a thrust of his leg and suddenly sending him sliding down the hallway, upside-down, spinning around in a spiral, and yelling out in distress. Sensing the damaged, although functional hijacked Unitrix models starting to rise back up, Professor Paradox helps up Ken and faces the injured Ben 10,000. “Are you alright, dear Benjamin?”

“A show-up earlier would have been preferred… but I’m glad that you’re here.” Ben 10,000 groans, blood starting to ooze down his left shoulder from one of the wounds. A furious, detransformed Jack storms back down the hallway, suddenly transforming into Fasttrack to clear the distance between him and the trio, and then into Four Arms to furiously swing his fists in a screaming fit of maniacal rage. Sensing his oncoming attack, Ken quickly activates his Omnitrix replica and transforms into Gutbuster, retching and swelling up, before blasting Four Arms back with a stream of corrosive slime from his toothy maw. “Atta boy, Kenny!”

“I believe it’s our time to go.” Professor Paradox exclaims, quickly manifesting another time portal from the twirl of his cane. A screaming Four Arms emerges from the corrosive Sphoeroid sludge, his heat-resistant skin immune to the burning acid, but not his sensitive eyes, as he thrashes about in a blinded, angered state of fuming rage, punching nearby walls and broken Unitrix androids’ twitching remains.

Several recovered Unitrix models storm in the opposite direction of the heroes, only for them to be blasted apart and corroded with Gutbuster’s slime, while Professor Paradox and Ben 10,000 both enter through the portal. Four Arms attempts to charge at Gutbuster, only for him to suddenly transform into Grey Matter, shrinking downwards to avoid his punch entirely and for him to similarly jump backwards into the vanishing portal, and thus, sending Four Arms stumbling forward and smashing to the ground in a tumbled heap. Quickly getting back up and reverting to his human form in a flash of red-and-green light, Jack stares where the portal once was, and snarling under his breath in frustration, he holds out his hand and selectively reverses time to reassemble the portal.

“***Run all you like… I’ll smoke you out…***” Right-Handed Jack utters with malice, as he lifts his arm, revealing the Transmogrificator gauntlet atop his arm, and tightly clenches his mechanical fist. Turning to the attention of the broken Unitrix models, he suddenly activates his Omnitrix and in flashes of light, transforms into Grey Matter, then Ultimate Grey Matter, levitating upwards and holding out his tiny arms to summon forth his telekinetic powers, lifting specific parts of the androids’ remains upwards. “***...little rodents under my shoe…***”

Re-entering the destroyed remains of the testing laboratory through his levitation-based flight, Ultimate Grey Matter discovers the crawling Neomni, having slightly reassembled the left side of her fractured body and attempting to get back up to her feet. Staring down at her twitching, disembodied right arm, unable to connect to her due to her absent right side, Ultimate Grey Matter telekinetically begins lifting her body upwards, and with thrusting movements of his tiny hands, begins to slam her parts together with the Unitrix models’ components. Like a conductor orchestrating, Ultimate Grey Matter dismantles the Unitrix models’ parts and melds them to Neomni to form a makeshift right side of her body, thus crudely, but mostly repairing her.

“***Ah… dear Neomni... the antithesis to the Benjamin Tennyson issue… big fan of yours... I’ll take care of you, darling…***” Ultimate Grey Matter utters, allowing Neomni to weakly stumble back up to her feet, her disembodied right arm to fuse back onto her makeshift bicep, restoring her ability to control it. Lifting up her head to reveal the two different sides, one Neomni’s and one the featureless blank slate of a Unitrix model, stitched together, Ultimate Grey Matter suddenly transforms into Ultimate Upgrade in flashes of red-and-green light.

Obviously detecting the presence of a Ben Tennyson before her, or rather two, Neomni suddenly exclaims with her repaired vocal cords, “**ACCESS: PYRONITE.**” and attacks Ultimate Upgrade with streams of flames emitted from her hands, although Ultimate Upgrade’s immunity to pyrokinetic attacks leaves him unaffected, as he extends out two elastic arms to grab Neomni’s wrists and morphs their liquid structure around them, not stopping until he’s fully fused to her makeshift anatomy and prevented her from attacking him further.

“***Let’s go live and flourish, darling...***” Ultimate Upgrade utters, his glowing eye-ring resting in the center of Neomni’s forehead, as red eyes glow brighter from beneath amongst the liquid metal coating her body. Sprouting denser armor, covered in razor-sharp spikes and resistant plating, the newly-born Overclocked Neomni thrusts out her arms, exclaiming, “**ACCESS: PESTIFER MUNDI.**” and revealing her voice has now combined with the robotic speech of Ultimate Upgrade, as she releases a powerful nuclear blast from her palm with the usage of Atomix’s powers to blast apart the entrance to the testing area, creating a wider exit to fit Neomni’s massive body structure.

“The mirror man will change everything.” Ultimate Upgrade speaks, as the fused duo storm out into the flashing-red hallways, slowly being followed with the arrival of several hordes of hacked Unitrix models. Approaching Professor Paradox’s still-present portal, the Overclocked Neomni freezes and exclaims, “**ACCESS: CHRONOSAPIEN.**” to hold out her arms and use Clockwork’s projected time rays to expand the portal to a larger size, allowing access to the rapidly-entering Unitrix models, as the ticking of a million clock-hands fills the air, and the scene slowly fades to black. White text begins to appear at the center of the bottom of the screen.

```
***SUMMER 2022, TWENTY YEARS AGO***

```

```
***BELLWOOD OUTSKIRTS, FIELDS***

```

A transformed Ben 10,000 speeds out of Professor Paradox’s time portals, his Biomnitrix fusion that of XLRFreak, a combination of XLR8’s overall features, including his helmeted head structure, blue-colored skin, arms, and elbow spikes, and Ghostfreak’s single eye atop his black eyetrack, facial structure, yellowed teeth, layer of outer-skin in place of XLR8’s dark clothing, large dark claws, shackles and chains around his body, and tail in place of legs, resembling Ghostfreak’s tendrils, but with blue in place of purple and one of XLR8’s wheels on the end, with the Biomnitrix symbol on the center of his chest and connected to Ghostfreak’s chains. Rapidly levitating upon his arrival before grinding to a halt, he’s quickly followed by Professor Paradox and Grey Matter, the latter transforming back to his human form in a flash of white light.

“We’ve arrived in the summertime of the year 2022... the same year we visited to rescue your past self from those alternate versions of himself in the Null Void...” Professor Paradox remarks to XLRFreak, walking with his cane, as XLRFreak reverts back to his human form in flashes of green light, and asks, “Where are we exactly? The outskirts of Bellwood? Damn, during the summer yet it’s raining pretty bad over there...”

“We must keep a move on, dear Benjamin and Kenneth... Jackson is certain to have used the Sotobro Effect to his advantage to track down the very moment in space and time I have brought you here...” Professor Paradox responds, as a confused Ken asks, “...then… then why did you bring us here of all places? Who even is this Jack guy?”

“He’s an alternate version of your father, Benjamin Kirby Tennyson, from a world doomed for disaster, and destroyed by another Benjamin... he was reassembled, but despite his second chance at existence, he wants nothing more at taking revenge for the world he’s lost… and he’s going to do it by breaking apart the foundation of the space-time continuum in retaliation of his fate…” Professor Paradox states to Ken, staring down at him. “He’s become one with the past self of your father, which is a crucial step in my plans, and if he proceeds further… there won’t be an explanation of what horrors he brings to these worlds and their Tennysons…”

“...I have brought you to undo one of his past deeds.” Professor Paradox continues, lifting his cane and pointing it to the left to a specific path of scorched Earth. Ben 10,000 and Ken both stare in its direction, making out a glimpse of white amongst the charred grass, shocking the former and invoking him to run further, before suddenly stumbling back and freezing in terror upon suddenly getting a much closer look.

*Eunice’s mutilated, deactivated remains stare back up at Ben 10,000’s terrified gaze.*

“He… he… HE DID THIS?!” Ben 10,000 exclaims, absolutely horrified by the sight and turning back toward Professor Paradox, as he nods in confirmation. Kneeling down in terrified sorrow at the sight of the dead Eunice, Ben 10,000 slowly scoops up the burned, partially-decapitated body of Eunice, pulling away from the dirt and lying her flat against the grassy ground. “...but I can fix this… I can bring her back...”

“I-I can help, Dad…” Ken remarks, scooping up the severed arm of Eunice laying nearby. Nodding in agreement, Ben 10,000 turns back toward her body and activates the Biomnitrix gauntlets, transforming in flashes of green light into the Planchaküle and Galvanic Mechamorph fusion of Jury Grade. First putting Jury Rigg’s machinery-based assembly powers, and then Upgrade’s technokinesis to work, he gathers assistance from Kenneth, transforming into XLR8 to gather her scattered body parts laying around, mainly miscellaneous bits and pieces of her.

After what feels like a solid hour of work, Jury Grade and XLR8 both retract backwards, exhausted and both simultaneously reverting to their human forms in flashes of green and white light. Although with visible imperfections and a few missing pieces, Eunice was mostly reassembled and functional for reactivation. Activating his Omnitrix replica once more, Ken transforms into Buzzshock and channeling electricity from his arms, fires it straight into Eunice’s chest cavity in an attempt to kickstart her power source.

“Anything?” Buzzshock curiously asks, as Ben 10,000 checks for any movements from Eunice and shakes his head in denial. Eagerly firing another electrical bolt, Buzzshock attempts to energize her power source again, although it proves ineffective again. Visibly starting to grow a bit desperate, he continues again and again, although each time continues to show absolutely no success, as the two Omnitrix wielders begin to steadily grow more panicked. “Come on… come on, Eunice… Eunice! EUNICE! COME ON! ACTIVATE!”

“Kenny… Buzzshock has the power of technological manipulation… you’ll have to go in and reactivate her yourself...” Ben 10,000 states, standing back up to his feet, as a determined Buzzshock looks back up to him, reflects over his word, and with a stern expression, nods in response and crackling with electric sparks, transmutates his physiology into a mass of electricity zooms straight into the chest cavity, phasing through it and entering her body.

As Eunice’s limbs begin to shake and contort, her entire body brims with crackling electricity, Ben 10,000 and Professor Paradox both staring on in anticipation, the former stepping back. The sounds of his Omnitrix timing out filling the air, Buzzshock forcefully ejects himself out of Eunice’s body at the last possible moment, reverting back to his human form in a flash of white light and colliding to the ground. Quickly getting back up to his feet, loud buzzing and beeps begin to emit from Eunice’s body, her twitching limbs beginning to shuffle…

*...and her eyes glowing bright-green again…*

*...she had successfully reactivated.*

“...E-Eunice...?” Ben 10,000 calls out in desperation, steadily approaching and kneeling down to grab the twitching fingers of one of her hands, as Eunice’s head loudly whirs with each twitching rotation, her eyes unevenly blinking and flickering on and off, as her grip begins to tighten against Ben 10,000’s grip upon steady realization of who was grabbing her. “...Eunice, ar-are you there? C-Can you hear me? I-It’s me...”

*. . .*

“*...b-ben…*”

Ben 10,000 steadily helps the dazed, confused Eunice back up to her feet, embracing her tightly with looks of terror and relief in his face, as both Kenneth, and humorously Professor Paradox, both joining on the hug, the scene slowly paning outwards to show the stormy Bellwood in the distance, the crack of thunder audible, as the screen freezes, cutting to black as a logo fills the screen, before a single message fades in beneath it.

```
***MULTIVERSE VS. TENNYSON***

```

```
***TO BE CONTINUED IN CHAPTER 17***

```

## Noteworthy Events

#### ***Major Events***

* Within the faraway Hyperion galaxy, the newly-amalgamated Right-Handed Jack, having fulfilled his plans of engulfing Ben Prime's being and regained his former power of transformation, arrives on the planet of Khoros, fending off natural predators with ease and forcing entrance into the Red Wind Kingdom, despite his attempts to make himself preceived less as a threat, because of his mutated appearance, discolored Omnitrix, and the aggressive nature of the Tetramand guards that confront him.
	+ Taking several guards out although not causing extreme harm, Jack surprisingly rescues one from being crushed and clarifies his wishes to meet the royal Princess Looma Red Wind of the kingdom to speak with her. His wishes are fulfilled, being brought into the kingdom's throne room, and although Looma comes off as aggressive and confrontational, she soon reveals her friendly nature to Jack, believing him to simply be Ben Prime with an altered appearance.
	+ Revealing his plans of requiring the pressure-forged Infintium of Khoros to construct indestructible portal frameworks, so he may effortlessly access virtually infinite alternate dimensions and forcefully liberate the multiverse from sinister Omnitrix wielders, protecting those pure and eliminating all those who threaten even their own world, Jack promises Looma virtually infinite versions of Khoros to rule, as not a Princess, but a Queen. Winning her over, despite almost letting his hatred for his respective version of Ben Prime's girlfriend seep out, Looma agrees, but reveals her fascination with the Omnitrix's power of transforming the wearer into prime lifeforms of hundreds of DNA samples. Wanting to taste this power for herself, Jack uses his transformations to build a duplicate Omnitrix out of virtually nothing and grants it to her, labeling it her Iron Fist.
* Meanwhile in the future within Ben 10,000's headquarters, Ben 10,000, his son, Kenneth, Ultimate Ben, and Gwen 10 study the acquired right side of Neomni after her defeat, unable to test out the computer virus prototypes on her because of her forcefield-suspended state for the time being.
	+ Gwen 10 eventually leaves to take care of both the newly-acquired allies, the Reboot counterparts of Ben and Kevin, rough-housing in one of the training facilities, unaware of them being watched by one of Jack's afterimages controlling a security camera.
* Back in present-day Bellwood, Jennifer and Bad Ben continue their unexpected battle in the streets outside Ben Prime's home, the former vaguely revealing his motive being fueled by the death of Mad Ben, and although Jen begins to struggle at several points, even being baited into entering a sewer system to follow after him, she soon finally begins to overpower him and escape the sewers, blocking him with a noxious cloud of gas, and electrifying it to ignite the flammable gas leaking from a damaged pipe, creating a massive explosion that instantly defeats Bad Ben.
	+ Jen nearly collapses out of exhaustion, but is suddenly approached by the arrival of Gwen and Kevin Prime, having both been alerted by the EMP released by Ben Prime, as Antigravitesla while suffering a manic episode last chapter, in the middle of Bellwood, and that "chaos" is happening down in Undertown right now, and Eunice is seemingly missing.
	+ As Jen agrees to go with them, Ben 23, as the Nyancy-Chan-hypnotized Tigerizer, wreaks havoc in Undertown, Skurd 23 unable to prevent it, and the trio unaware of the arrival of Albedo 23, having tracked Ben 23 down across alternate dimensions. Flustered by the fact he was effortlessly defeated and is being controlled by a supervillainess not herself, she hurries to rescue him herself, temporarily being startled by brief dimensional instability caused by Right-Handed Jack, although she believes it to be the other half of Neomni's doing and brushes it off.
	+ Again back in Bellwood, now in the center of the city and in the middle of extreme gridlocked traffic, a recovered Jen informs the duo of Jack's abduction of Ben Prime, and presumably Eunice. The duo argue whenever Ben could handle himself, and Kevin frustrated by the traffic, asks Jen for help. Exiting the vehicle and using the clairvoyant vision of Ultimate Clockwork, Jen, and eventually Kevin, discover much to their confusion, the traffic never moves with the flow of time.
	+ When Gwen Prime decides to contact Professor Paradox about the strange chronological anomaly through a spell, the same dimensional instability suddenly overwhelms her. Kevin and Jen become entirely frozen in time, the skies begin to rapidly blur between daytime and nighttime, and chronological life and death distort into one, her surroundings frozen yet appearing to be on the verge of crumbling to dust. A massive four-eyed entity, the same one she witnessed in her vision from within Jack's mind back in Chapter 9, confronts her, showering her with nuclear flames.
	+ Gwen attempts to defend herself from the flames with her mana, but horrified of what he is happening, and witnessing what appears to be a hallucination of a burned, emaciated Ben Prime smiling horrifically wide from within the green flames, the flames break through her shield and eviscerate her, although in the very existence of plummeting deeper into the fire, Gwen violently snaps back to not only reality, but back to during her argument with Kevin.
	+ Overwhelmed with terror from what she had seen, reality around her suddenly begins to violently distort again, mutilating the forms of her allies. Mocked by a familiar voice over the car radio, Gwen is immobilized by a spell she had attempted to use earlier, thrown out of the car, and suddenly confronted by the arrival of Right-Handed Jack. Paralyzing her twisted allies, damaging Kevin's car, and finally revealing his amalgamated state, Jack reveals what she had seen was a clairvoyant spell, courtesy of his newfound spellcasting powers thanks to his repossession of an Omnitrix. Although Jack attacks and taunts her, Gwen's rage and motivation to fight back her against Jack allows her to transcend into her Anodite form and use her powers to reawaken her allies.
	+ Although Jack attempts to break their spirits, Kevin with a vision, and Jen with words that she is not a hero, only a fan Ben foolishly entrusted with the same power as him, they ignore his taunts and fight back against him, Kevin using his mutant powers to absorb DNA from the Cosplayer and mutate into an amalgamation of aliens to defeat him as Gravattack, although Gravattack soon evolves into his Ultimate form, promising destruction to the dimension of the Ben that destroyed Dimension 505, the world he was native to, and all of its inhabitants.
* Within Dimension 96, possessing a Western theme with an abandoned ghosttown in place of Bellwood, alternatively named "Bell's Woods", the Corrodium-powered left side of Neomni arrives with unknown intention, attacking an unknown cloaked figure that seemingly vanishes. Sponateously confronted by the transformed Reboot Kevin as Wreckingbolt, followed by Ben 10,000, Ultimate Ben, Gwen 10, and Reboot Ben, all transformed with Ultimate Ben in his protective hazmat suit, they reveal their alternative plans of finally capturing what remains of Neomni to use a freshly-made virus prototype in hopes of finally being to deactivate her.
	+ Through a lengthy battle where Neomni uses Ditto's powers to split into five clones, each after a respective hero, Ultimate Ben uses NRG's powers to absorb her Corrodium radiation, neutralizing the substitute for much of her body and paralyzing her for long enough for the combined of Ben 10,000 as Jury Chill, and Gwen 10 as her Galvanic Mechamorph form, to inject the virus into her, seemingly working alongside the added measures of Ultimate Ben using Clockwork's clairvoyant powers to see if she would recover soon, and Reboot Kevin using Hot Shot to blast her remains apart. The heroes rejoice, realizing their alternative plans worked and Neomni was defeated.
	+ However, in Ultimate Ben's attempts to lift Neomni's remains with Brainstorm's powers, he discovers she was affixed to the ground and would not move. His allies suddenly vanishing and the dimension growing unstable before him, Ultimate Ben is confronted by visions of a destroyed Eunice, and an ever-approaching Bad Ben, although manages to destroy the latter. Using 4D2's powers to try and find if his allies had vanished into another dimension through an external force, Ultimate Ben grows more panicked, resorting to beliefs of Bad Ben being behind this, only for Right-Handed Jack to suddenly arrive, confirming him to be in the form of multiple afterimages to be in several places at once.
	+ Ultimate Ben attacking Jackson while in his panicked state, Jack merely defends himself as Clockwork and reveals his assimilation of Ben Prime into his new form. Confused and in disbelief, Ultimate Ben resorts to attack him, although Jackson effortlessly defends himself with a flurry of aliens courtesy of the Omnitrix's access to Master Control. Managing to repeatedly wear Ultimate Ben out and force him into a state of desperation, finally defeating him and tossing him to his allies upon finally restoring them back to the timeline they're in, Jack monologues about fate, how it has brought them all together, how it gave birth to Neomni, and so forth, before forcefully summoning a new ally to face the furious heroes: the restored left side of Neomni, now being controlled by the return of the Reboot timeline's Fulmini commander, the High Override.
* Back in Undertown of the Prime timeline, Albedo 23 faces both Nyancy Chan and the hypnotized Tigerizer, having managed to swipe Skurd 23 off of the latter off-screen and after much trial and error, manages to fully convince him to assist her. Their combined efforts managing to both reset the Hero Watch to force Ben 23 out of Nyancy Chan's hypnosis, and defeating her summoned army of wild cats, Skurd 23 returns to the Hero Watch as its wielder re-awakens, although he refuses to believe that she had willingly saved him and reflexively reverts back to fighting with her, Skurd too exhausted to interfere.
	+ As the two Dimension 23 Omnitrix wielders duke out, the formerly-restrained Nyancy Chan manages to escape into the depths of an alley-way, determined to repeat the whole process over again with another Omnitrix wielder seen how they were suddenly running amok. The silhouette of an Appoplexian transformation just suddenly emerging from the darkness, she ecstatically attempts to take control of them, although her abilities seemingly do not work, poking a hole in her confidence and causing her to begin panicking.
	+ When she attempts to escape the alley-way, the familiar construction abilities of a Totanium War Machine and a Segmentasapien block her exit, both revealed to originate from two of multiple silhouetted Omnitrix wielders emerging from the darkness, alongside their revealed leader and the formerly-hidden counterpart of Rath, yet another temporal afterimage of Right-Handed Jack.
	+ Confronting her with a vague offer to join him and his newfound forces, revealing personal information about her he's learned through AmpFibian's abilities, Nyancy Chan hesitates to accept and makes a futile swing, forcing the unknown Omnitrix wielders to restrain her to a brick wall and allow Jack to reveal his exact intentions with her, transforming his mechanical hand into the concealed Transmogrificator and injecting her with chronokinetic energy with it, causing Nyancy Chan to collapse and begin violently mutating, her screams silenced by one of the wielders.

#### ***Minor Events***

* The galaxy containing Khoros is revealed to be named the Hyperion Galaxy.
* Jen's usage of Overflow during her fight with Bad Ben in the sewers, confirms the existence of the seemingly-Dimension-133-exclusive aliens in other dimensions, and that Ben Prime possesses said aliens due to his Omnitrix's database being linked to the Cosplayer.
* Nyancy Chan's ailouroeidíkinesis has matured over the decade-long time-skip, now mentally stronger and unable to keep an Omnitrix user transformed as their hypnotized form from being reverted due to her victim's hypnotized state's willpower, and now able to control larger hoards of cats.
* Clockwork, in the form of Albedo 23's Negative Windy-Hindy, uses his ability of chronopathy for the first time on-screen, used to track down the hypnotized Ben 23 under Nyancy Chan's control.
* Jennifer thinks about the possibility of an Ultimate Alien X's existence, and although Gwen clarifies that if he exists or not, Ben Prime has never used it, at least not publicly, but she confirms he has used Ultimate Walkatrout before, Kevin stating his powers involve "walking really good".
* Furlock is used for the first time, albeit off-screen by Right-Handed Jack.
* Jackson mentions his dimensional counterparts of Gwen and Kevin, stating the former "doesn't give good advice anymore" and the latter at the age of 11 years old visible through a vision, revealing his Kevin was greatly manipulated by Servantis and the Rooters, and is heavily scarred through possible experimentations at his hand.
* Antigravitesla is revealed to be capable of using his gravity field manipulation powers to stabilize his personal balance, making him virtually invincible against any vibrational or seismic attack, seen through Ultimate Ben using him prior to Right-Handed Jack's confrontation against him.
* Nyancy Chan's real name is revealed as Jia Chun.

## Characters

#### ***Protagonists***

* Ben 10,000
	+ Ben 10,000 Clone
* Ultimate Ben
* Gwen 10
* Reboot Ben
* Reboot Kevin
* Calypso / Jennifer
* Gwen Prime (first reappearance of Anodite form)
* Kevin Prime (mutates)
* Skurd 23
* Professor Paradox
* Eunice (rebuilt)
* Future Blukic
* Future Driba
* Gwen Tennyson (Dimension 505; mentioned)
* Kevin Levin (Dimension 505; flashback vision; mentioned)
* Gar Red Wind (mentioned)
* Looma's Mother (mentioned)
* Julie Yamamoto (mentioned)
* Azmuth (mentioned)
* The Contemelia (mentioned)

#### ***Neutral***

* Princess Looma Red Wind (first reappearance)
* Ben 23 (temporarily mind-controlled)
* Albedo 23
* Unknown Cloaked Man

#### ***Antagonists***

* ***Right-Handed Jack*** (fusion of Ben Prime and Left-Handed Jack; multiple afterimages)
	+ Ben Prime (vision cameo; mentioned)
	+ ***Left-Handed Jack*** (vision cameo)
* Neomni (both sides; right side/left arm fuses with Jack afterimage)
	+ Overridden Neomni (first appearance)
	+ ***Overclocked Neomni*** (first appearance)
* Bad Ben
* Nega Ben
* Benzarro
* Jia Chun / Nyancy Chan (mutates)
* High Override (first reappearance in classic continuity; possesses Neomni's left side)
* Unknown Omnitrix Users (silhouetted)
* Servantis (alluded)
* Kevin Levin (Nega Ben dimension; mentioned)
* Psyphon (mentioned)
* Benedict (mentioned)
* Vilgax (mentioned)
* Eon (mentioned)
* Maltruant (mentioned)
* The 'Higher-Up' (mentioned)
* The Coming Storm (vision)

## Aliens Used

#### ***By*** ***Right-Handed Jack***

***By Khoros Afterimage***

* Jetray (off-screen)
	+ Ultimate Jetray (first appearance; off-screen transformation)
* Spectrock (first appearance)
* Four Arms (x2; first time cameo)
* Feedback (x2; first time off-screen transformation)
* Pesky Dust (cameo)
* Intermission
* Nada Surf (cameo)
* Mercurious (cameo)
* Brickhouse (cameo)
* Frankenstrike (cameo)
* MindMatter (cameo)
* Rollback
* Hightide (cameo)
* Oblithium (cameo)
* Pneumaterialultratransmutationsilicovolcanoconiosis
* Geomothy (first appearance)

***By Bellwood Streets Afterimage***

* Furlock (off-screen)
* Chromastone (off-screen transformation)
* MindMatter
* Armodrillo
* Fasttrack (x2; first time off-screen; second time cameo)
	+ Ultimate Fasttrack
* Four Arms (vision)
* Gravattack (off-screen transformation)
	+ Ultimate Gravattack (first reappearance)
* Mole-Stache (cameo)
	+ Ultimate Mole-Stache
* Christmas Pine (cameo)
* Eye Guy
* Feedback
* Brainstorm
	+ Ultimate Brainstorm (first appearance)

***By Bell's Woods Afterimage***

* Clockwork (off-screen transformation)
* Shocksquatch
* Bloxx (cameo)
* Eyezor (cameo)
* Water Hazard
* Diamondhead
* Ghostfreak (off-screen)
* Trapflaura (first appearance)
* Bronzoon (cameo)
* Ball Weevil (cameo)
* Heatblast (off-screen)
	+ Ultimate Heatblast
* Grey Matter
	+ Ultimate Grey Matter (first proper appearance)

***By Undertown Afterimage***

* AmpFibian (off-screen)
* Rath (off-screen transformation)

***By Omnitrix City Afterimage***

* Upgrade (x2; first time off-screen; second time cameo)
	+ Ultimate Upgrade (x2)
* Heatblast (cameo)
	+ Ultimate Heatblast
* Rath (off-screen)
	+ Ultimate Rath (first reappearance)
* Arctiguana (cameo)
	+ Ultimate Arctiguana
* Atomix
* Walkatrout
* Fasttrack (cameo)
* Four Arms (cameo)
* Grey Matter (cameo)
	+ Ultimate Grey Matter

***By Miscellaneous Afterimages***

* 4D2 (various)
* Sideslash (various)
* Clockwork (various)
* Lodestar (various)
	+ Ultimate Lodestar (various)
* Ultimate Heatblast (various)
* Ultimate Swampfire (various)

#### ***By Gwen 10***

* Galvanic Mechamorph (Upgrade; x2; first time off-screen transformation)
* Kineceleran (XLR8; cameo)
* Galvan (Grey Matter; vocal cameo; intended alien was Tetramand form)
* Flourana (Wildvine)
* Tetramand (Four Arms)
* Necrofriggian (Big Chill; off-screen transformation)
* Thep Khufan (Snare-Oh)
* Loboan (Blitzwulf; off-screen transformation)
* Methanosian (Swampfire; cameo)

#### ***By*** ***Ken 10***

* Grey Matter (x2; first time off-screen transformation)
* Stinkfly (cameo)
* Ditto (cameo)
* XLR8 (x2; first time cameo)
* Gutbuster (x2; second time cameo)
* Shellhead (x2; second time cameo)
* Wildvine
* Snakepit (cameo)
* Buzzshock (x2)

#### ***By Ultimate Ben***

* Analyzard
* Grey Matter (cameo)
* Ghostfreak (cameo)
* Buzzshock (x2; second time cameo)
* NRG
* Jury Rigg
* Brainstorm (x3; second and third times cameos)
* Clockwork (x3; second and third times cameo)
* Antigravitesla (cameo)
* Rollback (cameo)
* Memory Flash (cameo)
* Way Big
* Nanomech (cameo)
* Brickhouse (x2; first time cameo)
* Gutbuster (cameo)
* Gravattack (cameo)
* Ultimate Spidermonkey (cameo)
* Fasttrack (cameo)
* 4D2 (first apppearance)
* Ultimate Clockwork
* Ultimate Echo Echo (x2; second time cameo)
* Swampfire (cameo)
* Chromastone
* Faucet
* Equinox (first appearance)
* Squidstrictor (cameo)
* Bullfrag (cameo)
* Volcaniwyrm
* Terraspin (cameo)
* White Chocolate (cameo)
* Poison Dart (cameo)
* Magmalight (cameo)
* Ultimate Big Chill (cameo)
* Eye Guy (cameo)
* Ultimate Eatle (cameo)
* Sabbattoir (cameo)
* Fanfare (cameo)
* Ultimate Pesky Dust
* Ultimate Kugelblitz (cameo)

#### ***By Reboot Ben***

* Humungousaur (off-screen transformation)
* Overflow
* Jetray
* Cannonbolt (cameo)
	+ Omni-Kix Cannonbolt (first reappearance)
* Diamondhead (off-screen)
	+ Omni-Kix Diamondhead
* Shock Rock
* Four Arms (cameo)
	+ Omni-Kix Four Arms

#### ***By Reboot Kevin***

* Skunkmoth
* Rush
* Thornblade
* Bashmouth
* Wreckingbolt (off-screen transformation)
* Dark Matter
* Hot Shot (x2; first time cameo)

#### ***By Bad Ben***

* Bad Atomix (cont. transformation from Chapter 15)
* Bad Kickin' Hawk (vocal cameo)
* Bad Rath
* Bad Snot Goblin
* Bad Arm'd Lobbery (first appearance of Arm'd Lobbery)
* Bad Ripjaws (off-screen transformation)
* Bad Bloxx (cameo; off-screen transformation)
* Bad Blitzwulf
* Bad Goop (cameo)
* Bad AmpFibian
* Bad Ball Weevil (off-screen transformation)
* Bad Kugelblitz (first appearance of Fired-Up form)
* Bad Upgrade (vocal cameo)
* Bad Four Arms
* Bad Armodrillo (cameo; off-screen transformation)
* Bad Wildmutt

#### ***By Jen 10***

* Chromastone (x2; first time cameo and off-screen transformation)
* Level-Headed
* Dinosword
* Snakepit (x2)
* Electro City
* Swampfire (cameo)
	+ Ultimate Swampfire
* Ripjaws
	+ Ultimate Ripjaws
* Overflow (x2; second time off-screen transformation)
* Heatblast
* Wildmutt (cameo)
	+ Ultimate Wildmutt
* Gutrot
* Buzzshock
* Clockwork (cameo)
	+ Ultimate Clockwork
* Stinkfly (x2; second time cameo)
* Way Big (off-screen transformation)
* Jetray (cameo)
* Squidstrictor (first proper appearance)
* Intermission (off-screen transformation)
* 4D2 (cameo)
* Crashhopper (cameo)
* Cannonbolt
* Echo Echo
* Shock 'N Void
* Oblithium

#### ***By Ben 23***

* Tigerizer (hypnotized; cont. transformation from Chapter 15)
* Plug Man
* Public Eye (off-screen transformation)

#### ***By Albedo 23***

* Negative Windy-Hindy (off-screen transformation)
* Negative Fastcat (cameo)
	+ Negative Epitome Fastcat
* Negative Braincrab (off-screen transformation
* Negative Fright Face
* Negative Barnacle Man
* Negative Loogie Man
* Negative Dino-Mighty (cameo)
	+ Negative Epitome Dino-Mighty
* Negative Grindstone Man (cameo)
	+ Negative Epitome Grindstone Man
* Negative Rollaway (off-screen)
	+ Negative Epitome Rollaway (cameo)
* Negative Dog-Nabbit (off-screen)
	+ Negative Epitome Dog-Nabbit (cameo)

#### ***By Neomni (Left Side)***

* Erodinian (Sandbox)
* Amperi (AmpFibian; x3; all times cameos)
* Polymorph (Goop; x3; al times cameos)
* Splixson (Ditto; x2; second time cameo)
* Galvanic Mechamorph (Upgrade)
* Methanosian (Swampfire; x3; all times cameos)
* Aerophibian (Jetray; cameo)
* Evolved Orthopterran (Ultimate Crashhopper; x2; both times cameos)
* Nosedeenian (Buzzshock; cameo)
* Cascan (Overflow; cameo)
* Vryaco (Grecarden; cameo)
* Pyronite (Heatblast; cameo)
* Perk Gourmand (Perk Upchuck; cameo)
* Citrakayah (Fasttrack; cameo)

#### ***By Ben 10,000***

* Echo Ditto Echo Ditto (off-screen)
* Chuck Chill (Murk)
* Geomungousaur (first appearance)
* Jury Chill (first appearance)
* Snot Weevil (first appearance)

***By Ben 10,000 (Clone)***

* Echo Ditto Echo Ditto (off-screen)
* Clocksquatch (off-screen transformation)
* Gravastorm (first appearance)
* Heatblastrodactyl
* Gut Dust (first appearance)
* Sandpit
* XLRFreak (first appearance; cameo; off-screen transformation)
* Jury Grade

#### ***By Skurd 23***

* Negative Handy Man (arms; used on Negative Fright Face)
* Negative Orbit Man (left arm; used on Negative Epitome Dino-Mighty)
* Negative Charcoal Man (flame missiles; used on Negative Epitome Dino-Mighty)
* Negative Howl Hound (mouth; used on Negative Epitome Dino-Mighty)
* Negative Big Bug (slime missiles; used on Negative Epitome Dino-Mighty)
* Negative Mr. Monkey (webbing missiles; used on Negative Epitome Dino-Mighty)
* Negative Grindstone Man (crystals; used himself)
* Negative Electricyeti (mouth; used on Negative Epitome Dino-Mighty)
* Negative Techno-Bubble (right hand; used on Negative Epitome Dino-Mighty)
* Muck-A-Muck (left arm; used on Plug Man)
* Beetle Biter (horn; used on Plug Man)
* Electricyeti (arms; used on Plug Man)
* Fish Fingers (teeth/claws; both used on Public Eye)

#### ***By Unknown Omnitrix Wielders***

* Wildmutt (silhouetted; off-screen transformation)
* Blitzwulf (silhouetted; off-screen transformation)
* Nighthowler (silhouetted; off-screen transformation)
* Bloxx (silhouetted; off-screen transformation)
* Reverbatim (silhouetted; off-screen transformation)

#### ***By Nega Ben***

* Nega Snare-Oh (off-screen)
* Nega 4D2 (off-screen transformation; cameo)
* Nega Vertebrain (first appearance of Vertebrain; off-screen transformation)
* Nega Volcaniwyrm

#### ***By Mass-Produced Unitrix Models***

* Pyronite (various models)
* Petrosapien (various models)
* Tetramand (various models)
* Kineceleran (various models)
* Vulpimancer (various models)
* Galvanic Mechamorph (various models)
* Lepidopterran (various models)
* Galvan (various models)
* Ectonurite (various models)
* Pisciss Volann (various models)

#### ***By Neomni (Right Side/Left Arm)***

* Pyronite (Heatblast)
* Pestifer Mundi (Atomix; possessed by Right-Handed Jack)
* Chronosapien (Clockwork; possessed by Right-Handed Jack)

## Spells Used

#### ***By*** ***Gwen Prime***

* Nuntius Extra Spatium Et Tempus
* Nihil Movet
* Contego
* Amplusmica
* Cloudodourus
* Pocntum Contego

#### ***By Right-Handed Jack***

* Ostendo Specialis
* Nihil Movet
* Mercuta Verditis
* Dir Michi Nuh

## Trivia

* god this chapter took an unnecessary time to even be released
* i don't know if i even want to write anything in here..... i just want it out
* i mean what would i even write??? that this chapter took like a billion years to release???
* idk might properly update this in the future but i'm just happy this chapter is actually out
* OH one thing tho
* chapter 17 is not coming out next, we're doing a super-lengthy MvT special that may or may not be like 7 parts properly each like the length of this chapter
* the special is a prequel to MvT's main storyline, has a bunch of new omnitrix wielders and even more new aliens that will definitely return and appear in the main storyline, and has like 10+ new villains, so if it wasn't obvious, it's a huge project that i'm going headfirst into tackling
* after its release, back to the main storyline with chapter 17
* alright that's it cya