Life and Flesh

Ben 10: Beyond Bellwood
Current Episode Life and Flesh Next Episode Death in the Everfree Episode After The Genocide Gene

Life and Flesh
Air Date	10/11/2022
Written by	Amanda
General Information
Primary Universe	Earth-CDXI.411
Secondary Universes	see list

Life and Flesh is the premiere episode of Ben 10: Beyond Bellwood. It was written by Amanda on the 10th of November 2022.

Life and Flesh

Born in New York City, the great hero Kevin “Eleven” Levin doesn't speak much about his life before finding the Omnitrix ten years ago. Refusing to let anyone judge him by where he came from, he lets his actions in the present define him instead. And what a legacy he has built.

He spent several months learning how to use his device, helping people all the while. It wasn't until the warlord Vilgax flattened half of Manhattan that his identity became known. He saved countless thousands of lives that day including Vilgax himself- who was handed over to the Plumbers by Quadsmack, his Tetramand form.

After the Manhattan Massacre, Kevin took the moniker “Kev 'Leven” in the press as he oversaw the official integration of the Plumbers into the United States. After this his activity would become much more sporadic, leaving the Plumbers to keep Earth safe as he spent intermittent months off world. His work was never finished.

Sometime between preventing the Highbreed Omnicide and stopping Dagon's assault on Ledgerdomain, Kevin's image became a brand. His heroics became events and his transformations became icons. As alien immigration began in various cities- though none so much as in Bellwood- the changes in species demographic sizes could be tracked based on which aliens Kev would use. Many would come to Earth to enjoy a bit of limelight as the great hero painted their kind in a glowing light. He took some time out of his heroics to enjoy the celebrity status, the odd interview or endorsement, ignoring the uncomfortable rumour beginning to spread in the fringes of his fan base.

It was a little known- but absolute- fact that the person who had found the Omnitrix had been an eleven year old child. It was also probably true that no earthly methods could remove it. Kev 'Leven was, conservatively, clearly in his mid-forties.

Fantastical rumours could do little to tarnish his reputation, and did nothing to diminish the number of lives that owed their continued existence to his actions. They would never know that he would not be able to save them again.

While Kev was rising to fame, Bellwood was quickly becoming the extraterrestrial capital of Earth, and as such often attracted more exotic dangers than the rest of the planet. The Plumbers were good at their job, sure, but the uniform dehumanised them and they lacked the personal touch required for a lot of more sensitive issues. For those reasons Kev often found himself frequenting Bellwood and its Undertown neighbourhood, to the point of owning a fancy uptown apartment both above and beneath the surface. Seeing him fighting off bizarre alien menaces was a common sight, in such a fresh mixing pot race relations often strained and a less tactful approach was required.

Today's incident of violence came from a race no one on Earth could recognise, save one. This left the opportunity for spectacle wide open as the conflict spread out into the streets of Bellwood, and a crowd soon gathered around to witness heroism in action.

Bellwood, Present Day

The dust hadn't even settled as the cheers of support came in for Kev, followed shortly by gasps and screams of horror as they saw what had brought the rubble down upon him. Huge red trunk-like arms lifted a boulder of concrete into the air before tossing it towards the monstrosity. Quadsmack pulled himself back to his feet and watched as the rock smashed into its target with a wet thud.

The massive beast shuddered with pain, roaring as it stumbled backwards upon its tentacle limbs. The creature was a huge red mass, armoured loosely around its bulbous core with sparse ribs and bones. Its form was fluid, as its forelegs left their sockets to reach above its head and pull the rock free. It had no discernible eyes and it did not see Quadsmack charging for it, wielding a lamppost as a lance.

The crowd exulted, a young brown-haired man among them. He had long since been a fan of Kev and had always wanted to see him in action.
"Kev look out!" He shouted as he noticed one of the monster's limbs pivot around the body from its far side. It grabbed Quadsmack by his head and lifted him effortlessly, flinging him into a high rise building.

Kev peeled off of the skyscraper and fell to the concrete below. Resilient as ever, he rose to his feet near enough as soon as he hit the ground.
"Clear the area!" he bellowed out, “Please just run!” But the crowd did not budge.

The sickening mass turned about to face Kev. He waited for it to make the first move, knowing it would try to counter whatever he would do to it. A large eyeball emerged from the red flesh, as if a submarine surfacing above water, accompanied by a dozen smaller sets orbiting it. They gazed upon the Tetramand- and started to glow.

Quadsmack took a step backwards. He knew what was about to hit him, and he knew it could kill him. He couldn't run, either, because the crowd encircling him would be endangered if he did. He had no choice but to take what was coming. He slammed the Omnitrix dial.

A huge beam, whirring with malicious power, erupted from the monstrosity and consumed Kev within its glow. When the attack finally stopped, smoke and steam in equal measure poured from its back. The smoking crater before it revealed nothing but a dim blue glow. A light that shone brighter as the dust settled, revealing the raw form of a rockless Fulmini warrior.

This was Unlimited Thunderrock, a version of his Fulmini form made stronger by stripping away the external mineral armour. Ben knew it well. He also knew Kev well, albeit impersonally. Kev is a showman. He likes to make his fights entertaining to himself as well as to others, and it was not in his nature to use his strongest aliens to finish a fight quickly.

And Thunderrock did just that. Having absorbed the energy of the monster's attack, he threw it back with force and incinerated his opponent with the heat from the electricity- not satisfied with simply trying to electrocute it. The smouldering body collapsed to the street side, its foul odour finally enough to drive away the spectators.

As a side, Kev's unlimited aliens were often given their own names by the fan base. This one was Thunderplus, a play on blunderbuss, but Ben thought that name was dumb so he didn't use it.

Kev stumbled away. He did not change back, he did not revel in his victory. Something was entirely wrong with this scene and Ben felt like he was the only one to notice. Even the emergency services, arriving late as they usually did, paid him no mind. It all seemed so utterly alien to the norm. He decided to follow his hero.
Through the streets.
Past the traffic.
Down a grungy, unkempt tunnel leading towards Undertown through murky passageways and abandoned subways. There was dust everywhere, and the only light poured in through narrow drainage grates overhead. The glow of Unlimited Thunderrock's body was much more illuminating, but it bathed everything blue. They approached a corn-
"You're following me."
Ben stopped dead in his tracks. Kev held one arm on the concrete corner as he turned himself around.
"You've been following me since the Flesh fight."
"...You noticed that, huh?"
"What could possibly make you think following me was a good idea?"
"I... don't know, something just seemed wrong."

Thunderplus took a step toward Ben, clenching his free fist.
"Something seemed wrong? Something seemed wrong?" He released his fist, and an ancient, caged lightbulb in the ceiling slowly came to life. As the humming yellow light covered the room, the blue receded and Kev became human once more.
"They're all gone, Ben," he resigned.
"What's gone? How do you know my name?"
"The planets, Ben. The planets are gone!"
"What do you mean 'the planets are gone'?!" Ben's tone grew more intense with his concern. It seemed as if Kevin had gone mad.
"I mean they're gone! Aldabra, Khoros, Galvan Prime, Mars! They're gone, all of them!"
"How can they be gone? What happened to them?"
"You saw what happened to them." Kev's tone grew calm again now that Ben began to understand what he was saying.
"What? Wait, you mean that ugly, meaty thing?"
"The Flesh. It's all Flesh now."

He slumped down against the wall.
"Is that one of my shirts?" he asked as Ben approached to sit next to him.
Ben looked down at his own shirt, "Yeah, it is." It was a mostly white shirt adorned with black borders about the collar and bottom rim, with black sleeves. Two black stripes reached from over the right shoulder, terminating at the bottom of his chest.
"Nice," Kev smiled, "not many people bought the monochrome version." Kev was wearing the same shirt, except the black parts were red and the white main colour was a charcoal grey.

"You weren't yourself out there." Ben stated, "That's why I followed you. So the planets are all gone now? What do you mean it's all flesh?"
"I couldn't save them. I couldn't save any of them. I don't even know who the anchors were. Azmuth, probably. I can't think who else, not that it matters anymore."
"I can keep asking questions all day if you want to just keep raising them, that's fine by me."
"Alright twerp, how many people have you seen die? How many people do you know that died because you couldn't save them?" He sighed. "Don't be short with me."
"Sorry."
"The Flesh is... an unimaginable danger. I don't even know where I'd begin."
"Then start at the beginning, where did you first meet it?"
"That'd make the answer much longer, not shorter. And the Flesh is a multitude, not a singular." He paused to think, "It's this... disgusting... I don't know, it's not quite a hive mind, but the Avatars aren't individuals either. I guess... I guess it's like a mold. Clinging, growing, spreading, and choking out any life it comes across."
"Oh, so like the Fulmini?"
"I wish they were like the Fulmini. The Fulmini are easy- trap them on a planet grounded by copper pillars and eliminate the Superior. The Flesh have no such weakness."
"But surely someone would've noticed if they'd destroyed all of the other planets in the universe?"
"They have. The Plumbers know all about it but there's nothing they can do."
"But if they're just meat then how do they travel through space? How’d they beat all of the aliens and technologies out there?"
"It's a numbers game. Once they eliminate the anchors they can flood in, the universe itself too weak to stop them."
"And what's an anchor?"

Kevin leaned forwards.
"They're the people around whom the whole world turns."
"What, like presidents?"
"No, Ben, not like presidents. Actually important people. People that make a universe what it is. The main characters."
"So like, if this were a book the main characters would be the anchors?"
"This is a book. And a comic, and a movie, and an old folks tale. Depends on what form the breeder universe carved us into. A cautionary tale, maybe."
"Final question," said Ben, "How do you know my name?"
"I really didn't think you'd be an anchor here, but here you are. Seeking me out. One anchor to another."
"So I'm important?"
"I don't know. You probably should've been, but there's nothing left to be important for…"

"…Not now that they're here." Kevin peered down the dark hallway they'd yet to pass through. There stood a humanoid form of Flesh, no bigger than Kev himself. It did not move. It simply stood, listening. Kevin lounged as he had been for the past few minutes but Ben stood up, ready to bolt.
"How long has that thing been there?"
"Long enough."
"Are-" Ben looked down at Kevin, "Aren't you going to do something about it?"
"Yeah..." he pushed his back up the wall, dragging himself to his feet, "I suppose I should." Ben kept his eyes fixed on the motionless figure. It had no eyes, just like the monster from before. Its face formed the vague impression of a skull, just barely noticeable in the darkness.
"That's not the only one." Kev informed Ben, pointing over to the overhead grates and then down the corridor they had approached from. They were cornered.

Suddenly Ben felt his arm yank. He turned and saw that Kev had grabbed him, and was placing the Omnitrix onto his wrist.
"Hey?! What are you doing?!" He shouted as the device clamped around him.
"Emergency activation." Kev's voice was emotionless, he was not talking to Ben, "Lifeboat protocol; full reset. Life ring five minus." He pulled a glowing bar of energy out of the Omnitrix dial as Ben finally pulled his arm free.

"You're gonna feel a light shivering sensation," Kev told Ben, who regarded him with utter confusion.
"What are you doing? What is that?" He asked in futile bewilderment.
"This is my life ring. That's your lifeboat. Now get ready."
"Ready for what? You're not gonna make me fight are you?!" He looked around, the Flesh had begun their approach.
"Of course not. I don't want you to fight." Kev placed the cylindrical energy capsule to his chest, his other hand placed flat over a copy of the Omnitrix symbol on its outward face. "I want you to survive." He slammed the capsule into his chest, plunging it in a way that should surely have pushed past his ribs. Instead the pair of them- the last humans on the planet- burst into light.

Ben's fanaticism for Kev 'Leven bought him a precious few moments of clarity before the bizarre nature of his new experiences set in. His hero was now a ten foot tall pillar of pulsing human-shaped energy. The darkness of the passageways bowed to his all-powerful light. Instantly Ben knew who this was. Atom Smasher. Unlimited. A form almost never used. His one known prior use had earned him a nickname among the fandom, however: Last Resort. This was not a form used lightly.

Last Resort stepped forwards and Ben slipped behind him. Moving felt weird suddenly, but he daren't dwell on it. Kev raised his arms and cast blazing death down both corridors, incinerating all that stood there. The Flesh above began to seep, as a boneless pulp, through the grates. The second the beams of brilliant light halted, the corridors immediately filled with a new horde of Flesh creatures replacing the fallen. Kev alternated his focus between the three sources of attackers. Blast after blast, throwing nuclear oblivion of all kinds. He considered charging for a moment, but stopped and turned. Ben was still behind him.

"Why are you still here?!" 'Leven grabbed Tennyson by the waist with one hand, lifting him into the air before throwing a heavy strike into him- a punch that never landed.

As Ben pulled his hands away from where he thought his head should be, he found himself someway distant from the events he had been a part of just seconds ago. Now he was surrounded by a strange series of shattered mirrors forming a concave surface sinking into the ground just before him. Each shard showed Kev's struggle in a different angle. One of the larger shards seemed to be from what Ben's point of view had been moments ago, watching Leven fight for his life against unending tides of bloodied bodies, the others surrounding it were each from the perspective of different Bodies of Flesh.

"Horrifying, isn't it?" A terrifying thought clawed at the back of Ben's mind. Instinctively he flexed his shoulders, which Ben somehow correlated to looking up. Directly overhead was a huge inhuman eyeball hanging from a glistening black limb from some unseeable space beyond this dome of shards. Its pupil danced and flicked between the various portals.
"Still," it fixated upon Ben, "I am glad he could save one."

Ben screamed.

And the creature disappeared into ripples in the water. Staring back at him was the reflection of a strange creature with two heads upon his shoulders and tentacle-like arms. He almost panicked again, save for the knowledge in the back of his mind that this was his own reflection. The mirrors were gone now. Instead, he stood on three legs atop a strange black ocean.

The sky above was a brilliant orange and pink, cut about by inky holes- other oceans hanging high above.

Looking back down he could see in the shifting waters the image of the Omnitrix, glowing bright green, in his reflection. He understood now what was happening at least a little. This was his lifeboat, he survived because Kev had given him the Omnitrix and an alien with which to escape. But Ben did not recognise this alien. Its abilities did not match anything he had ever heard of before, even in rumour.

Gentle waves lapped at his feet. The reflection in the water dissipated. Dim stars danced beneath the surface of the water, and Ben found some serenity in watching them.

Kev had saved his life from the Flesh.
With this new alien he had been plucked from the Earth and ended up somewhere else.
Two somewhere elses, actually.
This one at least seemed like another world, but it couldn't be another planet because Kev had told him that the other planets were all gone.
This was assuming that Kev knew what he was talking about, but given the circumstances it didn't seem like he'd be acting on half-truths or assumptions.
Which meant Ben was somewhere beyond planets.
Understanding this predicament would be a lot easier if he understood the abilities of this form.
…How long will this form last? Will the Omnitrix run out of power?

In his thoughts, Ben noticed the lights growing larger. He paid it no mind, though, and did not realise that this was an illusion. They were not getting bigger, they were getting closer.

A huge angler fish with pitch black skin burst from the water, snapping at the nothingness beside Ben. He jumped, wrenched out of thought. A second lept, catching nothing, then a third. Only at the very last moment did he realise they were not trying to eat him, they themselves were trying to flee. An immense set of jaws rose from the waves, passing cleanly around Ben.

Tired of the constant panic, he closed his eyes and inhaled sharply. A gentle warmth swept across him and the Omnitrix chimed as it ran out of power.

"Can someone get this kid outta here?!" A middle-aged man barked. He was a scientist of some kind, wearing a lab coat, and ran down a corridor behind Ben. Ben found himself now inside a computer laboratory.
"…I'm twenty…" His sense of reality was completely shattered. He was surrounded by people- human people. But what he just experienced could not have been a dream, he confirmed by feeling for the alien device on his wrist.
"Parameters 32-85 are a bust!" A woman at a computer shouted, "I repeat: 32-85 is not a viable universe!" The room was abuzz with activity. Over two dozen people packed into a room built for maybe half that many, all crowded around computers or darting between them. On the far side of the room was a wide window panel, revealing a much larger staging area on the other side with a circular funnel-like device more than twice Ben's height. He approached the monitor of the woman he had heard shout. Whatever 32-85 meant, what was on her screen looked a lot like where he had just been.
"Another universe?" Ben asked under his breath.
"Of course it's another-" she snapped towards him, "Who the hell are you?"
"We have viability!" someone announced, "32-94 is viable! 32-94!" Many of the scattered scientists gathered around their monitor, hiding what they were seeing from Ben.

And just as Ben thought he might finally be able to breath there was a loud crash, followed by the sound of gunfire and an alarm ringing throughout the facility.
"We're out of time! Dial 32-94 and evacuate!" Everyone began to file out of the lab and into a flow of soldiers down the corridor. The funnel behind the window now crackled with energy. The woman from before grabbed Ben's hand.
"Come on if you want to live!" He let her drag him away.

Puffy and curly black hair, smooth mocha skin, and her gentle yet firm touch. Ben couldn't help but admire her. Whether he was captivated by her beauty or her normalcy, he couldn't say. Either way he found her control over the situation comforting. Finally, someone who he could ask what was happening. She led him to the funnel room. A floating orb now hovered in the middle of the room, through which the rest of the scientists could be seen. Ben stopped in his tracks, and the woman turned to see why he had halted. Soldier after soldier passed them by, jumping through the wormhole.

A body flew over head, slamming into the wall and hitting the ground limp.
"Fine!" the woman shouted, "If you want to stay behind it's your funeral!" But Ben was fixated on what was approaching. As the last soldiers passed by, he saw with clarity the same thing that had attacked Bellwood just minutes ago.

He brought the Omnitrix up, ready to fight.
The dial did not rise as he expected.
He shook his wrist.
Nothing.
A huge red mass pulled itself through the hallways like a man dragging himself through a ventilation shaft too small to traverse. It paused as it reached the portal room. It laid itself down, and its surface quivered and morphed until the outline of a human squeezed its way from beneath the grisly, veiny surface.

The figure collapsed, stumbling, but pulled itself back to its feet. This form looked much like the ones from the sewers, yet somehow more refined. Its features squeezed and squirmed into definition, creating a more distinct human face albeit missing its eyes or any hair.
"Survivor," it spat in sluggish tongue, "are you not?"
"...You recognise me?" Ben responded, idly fiddling with the Omnitrix with his free hand as he did.
"The Flesh knows all. The Flesh remembers all. You escaped us- a feat managed by no others before you."
"Where's Kevin. Is he alive?"
"Of course. He serves the Flesh now, as all life does eventually."
"And what is 'The Flesh' exactly?"
"Did your saviour not inform you of our magnificence before casting you out into infinity?"
"He told me about you, yeah, but I like to get differing opinions."
"Very well. You may know us as The Flesh. We are as much one as we are ourselves. We are the life of the omniverse, and we bring our blessed eternity to all those we reach. It is in the nature for life to grow and change and conquer to survive, but all that which we take becomes as one with us. Nothing dies to the Flesh, all rejoice for the Flesh."
"So, what? You're like the Borg? The Borg but biological and you jump from universe to universe?"
"We have encountered the Borg. This comparison is not inaccurate. And what of you? Now that you know of us, would you accept our gift of life eternal? A life without hunger or pain or solitude?"
"If it's all the same I think I'd like to weigh my options first."
The creature lets out what could pass for a chuckle. "You did escape us once. I would like for that to not happen again. Accept us willingly or be taken by force. The choice is yours, but make it now."

Ben carefully considered what snark would best act as a retort to that demand, but was interrupted by a loud tear behind him. The Flesh creature seemed silently distressed by this, which prompted Ben to peer over his shoulder at the source of the sound. The portal was gone, snapped shut as the machinery failed.
"Oh would you look at that. You said I was the first person to escape the Flesh, right? Turns out I'm not the last!" His thumb fell across the activation button and he pushed down. Shocked, and not willing to feel out his options first, he slammed the dial back down without caution.

He didn't feel much different. For the briefest moment, dread and panic gripped in as he realised his escape plan had failed. But, as he grasped at his body testing for difference, he saw himself and his molten heart settled. His hands shone bright yellow, chunks of maroon rubble ran up his arms, and he realised what he was. Hotshot. Kev's original fire alien. The perfect weapon to sear Flesh.

"Perhaps I thought you smarter," its slow, lumbering voice grew colder, "You will die for that."
"What's the matter? Upset that the heats on you now?" Bright flames grew from his hands, climbing up his arms to his shoulders, "Try me. I'm not running this time."

The humanoid shamble marched towards Ben. He simply held his hands forward and a torrent of flames sprayed out over the creature. Still it continued. It was covered in a fine layer of charred skin. When it finally got close enough its arms outstretched, either hand grabbing Ben's skull. It tried to pull him forwards, but Ben held both hands against his face and incinerated them. The Flesh yelped, pulling away the broken and detached remnants of its limbs.

Squelching and crushing itself through the door frame, the monstrosity forced its way into the room. A large tentacle reached up towards the ceiling before slamming down over the humanoid figure and the smaller Flesh vanished without a trace into the larger biomass. Ben recoiled in a moment of disgust. Stumbling, carefully crawling, the monster approached Ben as well. He braced himself, arms across his head, as the monster slammed down its meaty extremity on him as well.

He gagged at the sensation, thankfully dulled through his stone skin, of the slimy crevice he had now been consumed by. He opened his eyes and saw nothing but a veil of veins illuminated barely by the light from his own face. But the light was dimming. The chamber Ben found himself inside was flooding and the secretion was killing the fire of Ben's body. He could probably have survived inside the Flesh creature for a while longer, but now he had a rather extreme deadline. He held his breath and strained as hard as he could.

After a moment the Monstrosity's leg exploded, casting yellow bile across the facility. Ben's Pyronite body was thrown into the machinery, bouncing off of it as it sparked. The creature reeled and screeched in pain, pushing against the floor to gain distance between itself and Ben. Ben picked himself up from the floor.
"Turn up the heat, I'm having a blast!" He thought for a moment, “Huh. Heat-Blast. That sounds pretty good!”

"Hello, can you hear me?" an ambiguously Atlantic-sounding voice sounded out over the P.A. system, "I need a favour and you seem uniquely suited to fulfil it."
Ben looked around. Behind the glass window, inside the room he had just come from, was another scientist. This man was wearing a lab coat slightly more off-white than the rest had been wearing, paired with an odd brown undercoat and trousers. His hair was slick and black, like a mid-century television host. Around his neck hung a pair of green safety goggles. Every single detail painted him as unique against the other scientists Ben had seen today.
"Yes, you down there." He waved, "Can you hear me?" Ben cautiously waved back.
"Excellent," the eccentric man began working the machinery on his side of the window, “now this machine produces an endothermic reaction. Leave it on for too long, and everything freezes up. Are you following?" Ben returned a thumbs-up.

He checked on the Flesh momentarily. It was breathing heavily, its central mass expanding and contracting rhythmically as the damaged nerves visibly rebuilt themselves. Ben threw a fireball its way, just to keep it backed off for a moment more.

Then he turned to the machine. Sure enough, a layer of frost had built up over the metal features. He laid a gentle sheet of fire over the device, trying to heat it up without straining or breaking its more delicate components. It began to whirr into life.

"Now hold onto something, and don't let go!" The man announced. Looking back into the room, Ben saw that the man had vanished. In his place was a crowd of Flesh Bodies. Each mindless, flailing, unlike the one that Ben had spoken to just now.

There was a breeze. No, a different sensation, like Ben was now stood on a steep ledge and about to slip down. He was being pulled- the portal had opened up again but this time the image within was completely different. Beyond the event horizon was nothing. Less than blackness, Ben's mind howled as he stared into it and he was forced to look away. He fell over as his footing failed. Melting the metal floor with his fingers he dug into place, but the Flesh had no such luck. Its grip failed immediately and its form was dragged through the breach, torn out of shape where its body was larger than the hole in reality. It almost screeched, but the whole scene lasted no more than a second. Around him, nothing else seemed to be falling into it, only Ben. But Ben was also slipping. As his fingers bore into the ground, they were melting in the direction of the portal like fingers through sand.
"I told you to hold onto something, the floor is hardly an adequate handle!"
Ben looked up. The man, the laboratory, the portal, all were gone. The Omnitrix timed out and he pulled himself back up. He'd spent a lot more time on the floor than usual today.

He was in another alien realm. There was a floor so far as he could tell, but he couldn't see it. He was surrounded in all directions by glowing dust and flowing streams of blue energy. Galaxy-like constellations of particles hung distantly, but far too close and small to be an actual image of the material universe.
"Welcome, Ben Tennyson, to the Whisper!" the man from before announced.
"Where am I?"
"Are you deaf or is today just an off day for you?"
"It's definitely been a day."
"Yes, perhaps it has. I saw what happened back in cee-dee-ex-eye-point-four-one-one. A terrible shame. I was quite close with 'Leven once, I can't imagine the sense of loss you're feeling having actually lived there."

"Oh my God," Ben's legs nearly gave out from under him, "I hadn't even considered... Mom, Dad, Ester... Everyone's gone."
"You have my condolences, Ben. But Kevin gave you a weapon to fight back with. The entire Omniverse is at risk, wouldn't you say it's hero time?"
"Everyone I know is dead."
"And everyone you know would have died for nothing if you hadn't gotten here to me."
"Where even is here?! You haven't explained a single thing to me yet! You haven't even told me your name!"
"Alright, I suppose that's fair. My name is Professor Paradox. I wander the infinite and, in recent years, I had employed Kevin to help me guard the Omniverse."
"Against the Flesh."
"Precisely." Paradox sat beside Ben, hanging his legs off into the cosmic abyss below. "This is the Whisper. It's one of many pathways and intersections short-cutting between realities residing in the outer edges of the Omniverse. Travel between multiverses should be impossible, even for me, but the rules aren't so strict this far out from the core of creation. Your reality drifted, quite naturally, into these wild spaces and as a result became a target of the Flesh."
"So what happened today was just bad luck?"
"There's seldom such a thing as luck. The Flesh is a being of malice, operating on scales far beyond what should be possible. And it must be fought."
"So I lose everything, and the first thing you want to do is recruit me?"
"Ben. I have been alive for several billion years. I have seen more than any human being ever could or should have. And yet I have never seen such untold suffering as that caused by the Flesh. As for the urgency of my request- In spite of my age I do feel every passing second. What happened to your world is a tragedy and we cannot allow that to happen to anyone else."
"If Kev, with far more experience fighting the Flesh than me, couldn't stop them, then what hope do I have?"
"Time is a fickle thing. The Flesh had already established in your universe before he and I first met. He joined me in hopes of finding a way to unroot them. All we learnt was that your universe was beyond saving. Any attempts to prevent their initial operations would have simply weakened our position against them. Still, he went back and tried his best. It cost him his life, but saved yours."

Ben laid back, watching the whirling star-things.
"I am truly, deeply, sorry that I could not save your world," the man offered, "but I am presenting the opportunity to save billions of lives."
Ben thought about this for a moment, holding his arm over his eyes. He was tired, and the creeping thought of how truly alone he now was scratched at the back of his mind. It wasn't enough to move him, yet, but it would be given time.
"Fine," he finally answered, "I'll give it a try. Where do we begin?"

Ben 10: Beyond Bellwood
Current Episode Life and Flesh Next Episode Death in the Everfree Episode After The Genocide Gene

Characters

• Kev 'Leven
• Ben Tennyson
• The Murmur
• Abandoned Universe Scientists
• Professor Paradox

Villains

• The Flesh
  • Flesh Monstrosities
  • Bodies of the Flesh
  • Avatar of the Flesh

Aliens used

By Kevin

• Quadsmack (first appearance in Beyond Bellwood)
• Unlimited Thunderrock - Thunderplus (first appearance in Beyond Bellwood)
• Unlimited Atom Smasher - Last Resort (first appearance in Beyond Bellwood)

By Ben

• Unnamed Alien (debut)
• Heatblast (debut)

Universes

Earth-CDXI.411

The now-eradicated setting for the series Kev 11, this universe has been assailed by the Flesh for some years now and ultimately succumbed to their invasion. This universe was once rife with alien life and existed along the outer edges of the Multiverse. Natural multiversal drift caused Earth-CDXI.411 to flow beyond the standard reach of its multiverse, arriving in the Edge of the Omniverse.

With this continuity's Ben Tennyson receiving the Omnitrix from Kev 'Leven in the last minutes of its existence, Earth-CDXI.411 became the launching pad for the series Ben 10: Beyond Bellwood.

Murmur Space

A parasite plane from which the Murmur observes whichever reality it has attached itself to. It takes great enjoyment in watching good triumph over evil, and is otherwise benign.

Ocean Realm

A between-place where floating bodies of water reflect images of foreign universes.

Abandoned Universe

Another Universe destroyed by the Flesh. The scientists here barely made their escape, but Ben managed to make that escape worthwhile.

The Whisper

The safe shallows between realities, the Whispers are a relatively empty space beyond causal reality. It is the homespace of Professor Paradox.

Trivia

• This episode was originally going to be titled "The Last Resort", however this changed at some point during writing and the title was transferred to Kev's Unlimited Atomix transformation.