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Episode 3
Air date 3/1/18
Written by CaT
Episode Guide
Team Player
PD 3.5: Ultimate Alien MEGATRIX

MEGA Disappointment is the third episode of Project Deca. It serves as a tribute episode to Ben 10: Ultimate Alien MEGATRIX, the Featured Series for 2011.


German phrases will be italicized and appear with a dotted underline, as demonstrated here. Hovering over these underlined words will show a tooltip providing an English translation.


Project Deca OP

Project Deca OP

On the inside of a formerly bustling mall, multiple zombies lurched across the floor in an odd jittering motion, alternating between moving slowly and extremely quickly. Their bodies were warped and mutated, with purplish mana leaking from lacerations across their skin. Looking over the zombie horde from the air was their creator, a male Anodite wearing a purple toga with a golden belt.

All of a sudden, the glass doors making up the main entrance of the mall burst open, followed by the arrival of Ben, Gwen, and Kevin into the main hall. The Anodite looked down at them with a mildly irritated expression, folding his arms and descending to a few feet above the floor to meet the three.

"You certainly took your time getting here, Tennyson."

"Well, I'm here now, Purponite!" Ben yelled. "Turn these people back!"

"I'm afraid I can't do that." Purponite replied flatly. "Their life force is part of mine now. To release them would require a sacrifice of my power, and I have no intention of relinquishing any of it."

"Then we'll just have to make you." Kevin punched his fists together threateningly.

"Don't even bother." Purponite flew higher into the air, looking down at Ben's group from above. "I wouldn't have waited for you to arrive if I didn't think you'd die here."

The zombies began moving towards the three, approaching them from every direction. Kevin turned to look at the entrance, only to discover that it had already been blocked by several zombies.

"Uh, Ben?" Kevin backed away from the approaching hoard. "What do we do about these guys?"

Gwen put up a mana shield around them as the zombies moved in, shielding them from their attackers for the moment.

"They're civilians we can turn back to normal if we defeat Purponite, so going overboard on them is out of the question." Ben replied. "You and Gwen take a defensive position while I fight Big, Bad, and Purple over there."

"Are you sure about fighting him by yourself?" Gwen asked.

"He revived himself using my MEGAtrix." Ben said, looking down at the gauntlet-like device on his wrist. "Taking him down in my responsibility."

Before Gwen could reply, Ben pulled up the MEGAtrix and selected Echo Echo, pressing a couple buttons on the extended part of the gauntlet before slamming down the dial. He transformed directly into Ultimate Echo Echo, followed by his blue shell being covered in a metallic golden coat.

"MEGA Echo Echo!" He yelled, flying into the air towards Purponite.

Purponite wordlessly flung a bolt of mana towards MEGA Echo Echo, who dodged it and sent out several sonic discs. The discs began duplicating and surrounded Purponite, letting loose a massive barrage of soundwaves. Gwen and Kevin covered their ears as all the glass in the area immediately shattered, with cracks forming in the ceramic tile on the floor. Purponite yelled in pain and created a sphere of mana around his body, shattering the discs firing on him.

"Anodites are beings of pure energy." Purponite hissed. "You'll need something better than that to blow me apart."

Before his opponent could react, Purponite waved his arms in the air in front of him. A set of jaw-shaped mana constructs materialized around MEGA Echo Echo, crunching down on his body and throwing him to the ground. He reverted to human in a green flash, groaning from the force of the impact. Purponite turned to the side, his arms lighting up with purple energy.

"I wanted you to witness my ascension, Tennyson." Purponite said. "After enduring the strain of astrally exploring the multiverse, I have finally located the item I need to become a God among fools."

Purponite began chanting in an alien language, his eyes and arms glowing brighter and brighter as he went on.

"Gwen, what's he doing?!" Kevin asked.

"I can't quite make it out." Gwen replied, trying to concentrate. "I...think it's some kind of summoning spell?"

"Summoning spell?" Kevin repeated. "Summoning what?"

As if in response to Kevin's inquiry, a portal suddenly opened up a few feet in front of Purponite. A rather plain-looking stone mask with an hourglass symbol carved into its forehead flew out of the portal towards Purponite, who caught it with ease.

"Stone?" Purponite said curiously, examining the mask. "What kind of primitive species thought this would be enough to conceal its power?"

Purponite ripped the mask more firmly, sending waves of purple energy through it. The stone began to crack and fall away, revealing a more detailed mask made of a thin alien metal lying underneath.

"The Mask of Simul..." Purponite breathed. "It's beautiful."

Purponite slowly began raising the mask to his face.

"Look closely and despair, you apes." Purponite gloated. "For now I gain the power to rise above all else in creation!"

A banged-up kitchen knife suddenly flew out of the portal, glancing off the mask and knocking it out of Purponite's hand. Purponite shot the falling mask a quick glance before looking back at the portal, only to find something trying to claw its way through.

"What is this?!" Purponite exclaimed, narrowing his eyes.

"I think you have something that belongs to me." The thing in the portal snarled.

An arm burst out of the center of the portal, grabbing onto one of the sides and dragging its accompanying torso through the whirling circle of energy. The thing was revealed to be seemingly human male wearing a black jacket over a white shirt. His eyes glowed an omnious magenta, mirroring the strip of magenta dye running through his otherwise white hair. He gave Purponite a toothy growl, revealing large fangs in place of his canines.

"I waited way too long to get my hands on that mask." He hissed. "I'm not about to let it go that easily!"

Attai walked through a large metal corridor, emerging into a massive room with a glass ceiling that exposed a swirling void. Blinking electronics lined the walls, which were filled with shelves of flat, tablet-like memory devices. Cloaked aliens of all sorts bustled around the room, on their way to fulfill various assignments. A black-haired man wearing a white lab coat stood in front of one of the walls, looking over some of the memory tablets.

"Paradox!" Attai called from across the room.

Professor Paradox turned to see Attai walking over to him.

"Ah, you're back!" Paradox greeted him. "Perfect timing; there's another Earth that needs to be scanned fairly quickly."

"Yeah, about that." Attai summoned the CataloGun. "Millennia's after this thing."

"Millennia?" Paradox's brow furrowed. "What would she need the CataloGun for?"

"She doesn't want it for herself." Attai explained. "She's been hired by some people called the 'Unendlich Reich', apparently."

Paradox frowned, a look of concern coming over his face.

"They found you out already?" He muttered, putting a hand to his chin. "I thought they would eventually, but not this soon."

"You know about them?" Attai asked. "What's their deal?"

"The Unendlich Reich are an evolution of the Nazi Party that expanded their reach outside their own Earth." Paradox replied. "In most timelines, they lose the second World War, but the timeline they hail from is an exception."

"What was different about their timeline?"

"They developed a superweapon that was able to make up for their resource shortages." Paradox said grimly. "A 'perfect human' capable of destroying entire armies with his own hands. He's called-"

"Ubermensch." Attai absentmindedly muttered.

"...How did you know that?" Paradox questioned, giving Attai a concerned look.

"It's the German word for a 'superman', or someone beyond normal humans." Attai said. "When you said that, it just kind of popped into my head."

"I see..." Paradox went silent for a moment. "Regardless, you need to be extremely careful, Attai. Neither the Reich nor Millennia are people you want to underestimate."

"I think I got that much." Attai huffed, crossing his arms. "That being said, if this 'Ubermensch' is so dangerous, why doesn't he just come after me himself?"

Ubermensch slammed a card into the side port of his scanning rifle, the Gewherlogger, and aimed it towards a nearby tank. Despite being in the middle of a battlefield with gunfire and explosions sounding off all around him, he seemed completely unphased.

"Endangriff!!" The Gewherlogger announced. "Gemüsekönig! Das Endziel ist der Sieg!"

Massive vines exploded from the end of the rifle, wrapping around the tank and crushing it within seconds. Ubermensch paused to listen for something, then abruptly spun around and grabbed a tank shell headed for his skull out of the air, throwing it back the tank that had launched it with enough force that the shell punched a hole in its armor.

"Alright, that's enough for now." Ubermensch said, pulling the card out of his rifle. "I need to get back to work."

The battlefield around Ubermensch disappeared from view, revealing him to be inside a large simulator room being controlled by several researchers in an office overlooking the simulation area. As Ubermensch stepped out of the simulator, he was almost immediately greeted by Terox, who met him with a toothy smirk.

"You know, if you're getting sick of me attacking crew members, you could always try fighting me yourself." Terox said. "You don't seem half-bad."

"That battle wouldn't end well for either us, for a variety of reasons." Ubermensch stated, pushing past Terox. "If you're looking for something to do, our contractor has expressed interest in having you accompany her for her next attempt at neutralizing the Archives agent."

"The Chronian?" Terox raised an eyebrow. "Why?"

"When I asked, she simply said 'scare tactics' and refused to elaborate." Ubermensch replied.

"Sounds interesting." Terox laughed. "You know what, I'll bite. Let's see if she has something worth my time."

The person crawling out of the portal leaped out towards Purponite, hitting him in the chest with a kick. Purponite, relatively unphased, grabbed his leg and threw him towards the ground. He hit the floor at full speed, but only growled for a moment before pulling himself to his feet, seemingly unharmed.

"Who are you?" Purponite raised an eyebrow.

"I think that's Albedo." Kevin said.

"SCREW OFF!" The person snapped. "My name is Aeron!"

He turned back to look at Purponite, cracking his knuckles.

"I can't get up to you by myself, so..." He grumbled. "Black Hole Sun, get out here!"

An alien materialized into existence next to Aeron, its lithe yet tall body standing a good few feet above him. The alien's legs ended in points, leaving it hovering in the air. It seemed to have a dark black shell, with gray skin peeking out from gaps in the armor. Three fins stuck out of its head, with a single eye present in the middle of its forehead. A golden, upside-down star was emblazoned on its chest, which was attached to its waist by three spine-like appendages.

"I would have come out on my own, you know." The alien said.

"You were taking too long!" Aeron hissed, then pointed at Purponite. "Sic 'em!"

"The things I put up with..."

Black Hole Sun flew into the air towards Purponite and grabbed the Anodite by the arm. The temperature around his body suddenly dropped, with Black Hole Sun absorbing the local thermal energy. The air around Purponite froze, trapping him in a thin coat of ice. Within seconds, however, Purponite broke free, grabbing Black Hole Sun's face and throwing him into a wall.

"The hell was that?!" Aeron yelled. "Why didn't you freeze his body?!"

"Anodites are energy beings." Black Hole Sun groaned. "I can't physically freeze energy."

"Why not?!"

Black Hole Sun gave Aeron a flat look.

"No more interruptions!" Purponite snapped, raising the mask to his face. "My victory is now!"

The mask lit up with a bright purple glow as Purponite put it on, and after a few tense seconds...nothing happened.

"Uh..." Kevin began. "Are we supposed to be dead now?"

"Curses!" Purponite hissed, tearing off the mask. "It appears the mask's powers have weakened over the years. I'm going to need a better spot to use it."

With that, Purponite vanished, taking the mask with him. The zombies in the mall began collapsing, no longer receiving orders from their master.

"Get back here!" Aeron yelled. "I'm not done with you yet, you hear me?!"

"He's gone, so I doubt it." Black Hole Sun said.

Aeron ignored this and continued screaming at thin air. Gwen and Kevin ran over to Ben, helping him to his feet.

"Are you okay?" Gwen asked.

"I think I'll be fine." Ben groaned, then pointed at Aeron. "Who are they?"

"No idea." Kevin shrugged.

Black Hole Sun peeled himself out of the wall and floated over to the three, rolling his shoulders back and forth a few times to loosen them up.

"Ben Tennyson, I presume?"

"Yeah." Ben replied. "What about you?"

"I am Ego, though for the sake of convience, you can just call me by whatever form I take at the time." Black Hole Sun replied. "The idiot screaming at nothing over there is Aeron. He has...unresolved anger issues."

Aeron let out a loud, high-pitched screech and then continued to rant at the ceiling.

"...A lot of unresolved anger issues."

"Ego?" Gwen said. "As in the Freudian Ego?"

"Good guess." Black Hole Sun tilted his head slightly. "How did you figure that out?"

"It was either that or you went along with someone calling you egotistical a bit too much." Gwen explained. "And I'm assuming if you're the 'Ego' then he's the 'Id'."

Gwen pointed at Aeron, who was currently kicking at a nearby wall.

"Yes, but he didn't want to go along with the naming scheme."

"Psychology nerd talk aside, what are you two doing here?" Kevin demanded.

"We're, uh..." Black Hole Sun quickly glanced at Aeron before turning back to Kevin. "...Interdimensional superheroes."

"Really?" Kevin raised a skeptical eyebrow.

"Yes." Black Hole Sun said in a serious tone. "We've been trying to keep that mask out of unscrupulous hands, but as you saw, we were caught off-guard, so to speak."

"What does the mask do?" Ben asked.

"It's an ancient Anodite artifact that gathers energy and infuses it into the user." Black Hole Sun explained. "There's only one in the multiverse, and it has a tendency to be sought after by people who want to use it to gain infinite power."

"Well, that explains why Purponite wants it." Ben said. "How about we team up to take care of him?"

"Are you serious?" Kevin snapped. "You can't tell me you trust these guys!"

"I'm not sure what to think about them, but the fact is that we need all the help we can get fighting Purponite." Ben replied.

"This is stupid even for you, Tennyson!"

"Debatable." Black Hole Sun coughed.

"Look, as long as we don't get any more unexpected interdimensional visitors, I think we'll be fine." Ben said.

All of a sudden, a green light shimmered into existence and faded to reveal Attai riding in on his motorcycle. Everyone in the room paused to look at him with a bewildered expression, prompting an eyeroll from Attai.

"Attai Zehn, here to do my job, screw off." He grumbled, then noticed Aeron out of the corner of his eye. "...What's Albedo doing here?"


"According to this, I need to scan Purponite being defeated." Attai said, looking at the screen of the CataloGun. "No idea where this guy fits in."

Attai jabbed his thumb at Aeron, who shot him glare in return. The group had relocated to the mall's parking lot, where Kevin's car was parked near the entrance. There was a bright red flash as a Chronosapien manifested next to Aeron.

"Technically, I don't think we do." Clockwork said. "We're just interdimensional superheroes who happened to be pulled here."

Attai gave Aeron and Clockwork a flat glare as he tossed away the CataloGun.

"'Interdimensional superheroes'?" Attai said. "You look like what a teenager thinks an edgy villain is supposed to be."

Aeron narrowed his eyes and nudged Clockwork, who sighed and stopped time, followed by Aeron pulling a kitchen knife out of a pocket on the inside of his coat.

"I can see this guy getting in the way." Aeron said. "We should take care of him right now."

Aeron took a moment to aim and then threw his knife towards Attai's throat. Attai made his move, grabbing the knife out of the air and throwing it to the ground in front of the surprised knife-tosser.

"Try that again and I will personally dislocate your ribs from your sternum." Attai stated flatly.

"Can you actually do that?" Clockwork asked.

"Do you really want to find out?"

"How are you moving?!" Aeron demanded. "Time should be stopped!"

"I'm getting sick of explaining this to people, but I'm a Timewalker." Attai snapped. "Time powers don't work on me."

"Sounds like you really picked the wrong target." Clockwork whistled towards Aeron.

"Shut it!" Aeron hissed.

"I'm going to go ahead and guess my original assumption was correct." Attai said.

"Would you believe that we're just very morally gray superheroes?" Clockwork asked.


"Fair enough." Clockwork shrugged. "Can't blame a man for trying."

"I can and I will." Attai summoned the CataloGun. "Look, fortunately for you two, I have bigger fish to fry right now. That being said, one wrong move..."

Attai fired a shot into the air to complete his point.

"Understood." Clockwork nodded.

"What do you mean, 'understood'?!" Aeron yelled. "We shouldn't be getting pushed around like this!"

"Would you rather get beaten up like usual?"

Aeron huffed and began grumbling to himself a bit. Clockwork rolled his eyes and restarted time, with Ben, Gwen and Kevin none the wiser to what had just happened.

"You guys gonna keep chatting forever, or are we going to go somewhere?" Kevin asked impatiently.

"We don't even know where we're going." Attai pointed out. "That Anodite could be anywhere."

"Not anywhere." Ben interjected. "He said something about needing a 'better spot' to use that mask."

"If it's an Anodite artifact, he probably needs a location with a strong ambient presence of mana." Gwen said. "He seemed pretty impatient, so he's probably heading for the closest one."

"And what would that be?" Attai asked.

"Probably the last spot the Door to Anywhere appeared." Gwen replied.

"So that power plant where Charmcaster kicked out Darkstar, right?" Kevin said.

"Right." Gwen nodded. "That was...that was a weird day."

Gwen and Kevin sat in the front of Kevin's car as they drove, with Attai, Ben, and Aeron stuffed in the back. Aeron looked mildly deflated and very annoyed, while Attai eyed him cautiously.

"So, uh..." Ben broke the silence. "Where are you guys from?"

"No idea." Attai replied.

"None of your business." Aeron snapped.

"...Okay then."

"How long until we're out of this thing?" Aeron tapped his foot impatiently. "I'm not a fan of cramped spaces. Makes it too hard to summon Ego."

"Actually, I wanted to ask you about that." Gwen turned to look at Aeron. "What is Ego, exactly?"

"He's the other half of me." Aeron grumbled. "We got split apart in an accident. I got the body, he got the InverTrix."

"The what?" Ben looked confused.

Aeron groaned and pulled up his left sleeve, revealing a white Omnitrix with a magenta hourglass on his left hand that was connected to a gauntlet on his arm with similar coloration.

"Inversion Omnitrix." Aeron replied snappily. "Takes energy from the sun as direct current and inverts it into alternating current, making it easier to regulate."

"It's solar-powered?" Attai scoffed. "Sounds a bit low-tech for an Omnitrix."

"Bite me." Aeron hissed.

"So you're saying Ego's mind got trapped in your InverTrix?" Gwen interjected.

"Basically." Aeron huffed and leaned back into his seat. "Before the split, I could use it to transform, but since Ego's in there, all I can do with it is Projection Transformations."

"Projection what now?" Ben asked. "You mean those aliens Ego appeared as?"

"Yeah, duh." Aeron rolled his eyes. "The InverTrix projects a solid light construct, then infuses it with DNA to turn it into an alien."

"Sounds like a dumb gimmick." Attai said.

"This coming from the guy who carries around a scan gun." Aeron snapped.

"The CataloGun is not a scan gun!" Attai protested. "I mean it kind of is, but it mostly uses cards for-"

"Your gun uses cards and you're trying to call out my gimmick?!" Aeron pointed at Attai accusatorily. "Cards are objectively the worst gimmick of all time! Just try to prove me wrong! Guess what? You can't!"

"Cards are practical and easy to use!"

"Cards are like cancer if cancer was worse!"

"Would you two just be quiet?!" Kevin yelled.

Before either of them could respond, Kevin suddenly slammed on the brakes, skidding the car to a halt.

"What the hell are you doing?!" Aeron hissed.

"Don't tell me..." Attai started.

Attai rolled down the window and stuck out his head, only to find Millennia waving at him from a few feet in front of the car.

"You gotta be kidding me."

Attai got out of the car, with the others quickly following suit, and stomped over to Millennia, jabbing a finger at her.

"Is this just going to be a thing with you?!" Attai yelled. "There are more ways to stop a car than standing in the middle of the road!"

"And there are more things I could be doing with my time, but someone decided to get a bit cheeky with their wordplay." Millennia replied.

"I'm guessing you figured out what I did already." Attai sighed.

"Yeah, gotta admit, wasn't expecting something like that out of you." Millennia laughed. "Anyway, I'm pretty sure you're not gonna cooperate, so I guess we'll have to do this the hard way."

"I don't know what's going on here, and honestly, I really don't care!" Aeron interjected. "We're in the middle of something right now! You two can fight or whatever later!"

"Wait a second, I recognize you." Millennia squinted her eyes at Aeron. "You're that vampire kid from Earth-83 I sold the UV-blocking crystal to. What are you doing all the way out here?"

"Whatever I goddamn want!"

"We were dragged here when the Anodite we're following summoned the Mask of Simul we were holding on to." Clockwork explained, appearing in a red flash. "We need to retrieve it."

"And then what?" Millennia raised an eyebrow. "You can't go back to Earth-83."

"If all goes well we might be able to fix that."

"What do you mean?" Gwen piped up. "Why can't they go back to their Earth?"

"It's gone." Millennia shrugged. "Technically it's in quantum flux, but practically speaking, it might as well not exist anymore."

"Quantum flux...?" Attai muttered under his breath.

"Anyway, I don't want to take up too much of your time, so I'll be having some assistance today." Millennia said.

A large, spiked figure appeared next to Millennia in a magenta flash with an unimpressed look on its face.

"Everyone, I'd like you to meet Terox."

"That wasn't a quality introduction at all." Terox snorted. "I thought you were good with sales pitches."

"Sometimes simple is better."


Terox stepped forward, leaving cracks in the ground where he walked.

"I'm here because I'm bored." Terox announced bluntly. "Anyone here think they can entertain me a bit before dying?"

"The hell kind of opening statement is that?" Aeron huffed, grabbing a knife out of his pocket. "You aren't going to last five seconds."

"That's the spirit!" Terox laughed. "Not that it's going to get you anywhere."

To most present, it took a few moments to comprehend what happened next. Aeron was suddenly on the other side of Terox, who had several large stab wounds across his body, with the handle of Aeron's knife sticking out of his forehead. Clockwork's key had shifted position, cluing Ben's group in to what was going on.

"Sorry, what were you just saying?" Aeron mocked.

Terox stood still for a few moments before reaching up to his head and slowly pulling out the knife. He looked it over for a few seconds and then whipped around, throwing it into Aeron's leg. Aeron fell over with a surprised yelp, causing Terox to burst out laughing.

"You know, you're not the first edgy teenager I've gotten into a scrap with." Terox smirked as his wounds closed like nothing had ever happened. "It didn't go so well for the other guy either."

Terox casually whirled back around and threw an energy wave towards the rest of the group, smashing them into the ground before they could react. Clockwork's body burst apart into shimmering particles, returning him to the InverTrix.

"Is this really the best you people can do?" Terox tsked. "Come on, do something to make this worth my time!"

"This guy is pretty much a god, Attai." Millennia said, approaching her nearly-unconscious target. "Even if you're gung-ho about fighting me, there's no way you could beat him. You need to fold your cards already."

"He better not!" Aeron yelled.

Millennia and Attai looked towards Aeron, who had pulled the knife out of his leg and was stumbling to his feet.

"This guy is a god? Who gives a damn?!" Aeron spat. "I came here for a reason, and nobody's flaking out on me until I get that mask back!"

"Now this is interesting." Terox flashed a toothy grin. "Indulge me, what's so important about this mask that you'd do something as stupid as draw attention to yourself right now?"

"Shut up!" Aeron growled. "You think a knife to the leg is going to stop me?! You have no idea what I've gone through to get this far!"

"I could say the same thing." Terox cackled. "You're not special, you know. You're just another human who thinks getting his hands on alien powers makes him important all of a sudden."

Aeron gave no response, staring down Terox in silence.

"What, no comeback?" Terox yawned. "If you're not going to impress me, at least give me some good banter."

Aeron looked down at his knife, his image hazily being reflected back at him in the marred blade.

"...I stopped being human a long time ago."

Terox gave him a flat look.

"I'm not here for navel-gazing, kid, I want something to keep me occupied. You got anything to offer, or do I evaporate you where you're standing?"

"I'll give you something to keep you occupied, alright." Aeron hissed, pulling up the InverTrix. "Stunde Null, let's go."

A large, warped alien manifested behind Aeron, its body twisting itself in incomprehensible ways until it settled on a mutilated, tri-legged form with arms bursting out of its head and a large eye surrounded by teeth peering out of a torn-open throat. The creature's blood-red spine hung from its incomplete torso, twisting itself around like a snake covered in black spikes.

"I'll admit it, that's a bit unique." Terox said. "Let's see how fast it dies."

Terox threw out an arm towards Stunde Null, but nothing seemed to happen. Terox blinked in surprise and tried throwing out his arm again a couple of times to no effect.

"Okay, I'll bite." Terox growled. "What did you do?"

"Stunde Null is a predatory alien that consumes other lifeforms by burning their bodies in the endless furnace of its form." Stunde Null explained in a hissing, raspy voice. "It generates a Null Field that disables its prey's special abilities, leaving them vulnerable to attack."

"So you took away everyone's powers, huh?" Terox laughed. "Cowardly, but effective. I like it."

"Shut up and fight me!" Aeron snapped, lunging towards Terox.


Attai suddenly shifted to his side and swiveled himself around on his left arm, kicking Millennia's legs out from under her. He scrambled to his feet and ran over to Ben, Gwen, and Kevin.

"Come on, let's get out of here while we can." Attai said firmly. "You've got an Anodite to beat."

"But what about Aeron?" Ben asked.

"What about Aeron?" Attai huffed. "He obviously just wants the mask for himself. He's just another greed-driven twat."

"Hold up a minute!" Millennia pulled herself off the ground and whipped out the DekigotoCam. "You're not going anywhere until I get your CataloGun!"

"Speaking of greed-driven twats..." Attai muttered under his breath. "You three leave, then. I'll handle this and meet up with you later."

"Got it." Ben nodded and ran off, with Gwen and Kevin following close behind.

"As for you..." Attai turned back to Millennia. "How do you plan on beating me without your powers?"

"I still have the DekigotoCam, you know." Millennia said, pulling a picture out of the device. "Our technology should still work fine."

Millennia tapped on the back of the photo, sending a storm of hail towards Attai at high speed. Once the storm cleared, however, Attai stood unharmed, with his suit having turned a dark green.

"Good point." Attai tsked. "Thanks for that UAF module, by the way."

Aeron slid past Terox's legs, slashing at his ankles as he did so. Terox stumbled forward, unable to heal the wounds to his body thanks to Stunde Null's abilities. Aeron took advantage of this to jump to his feet and whirl around, aiming to plant his knife in Terox's neck. Terox turned and blocked with his left arm, resulting in it taking the brunt of Aeron's attack. Aeron leaped back a few feet and smirked, still grasping the knife, which was now dripping with a glowing, energized liquid.

"You ready to give up and die yet?" Aeron smirked.

Terox gave no response for a few moments, then suddenly burst out laughing.

"Are you kidding?!" Terox's face stretched into a wide, toothy grin.

Terox lunged forward and grabbed Aeron by the throat, hoisting him into the air.

"This is exactly what I've been missing!"

He tossed his opponent as hard as he could, throwing him into the brick wall of a nearby building.


Terox jumped forward and tried to land a punch on Aeron, who managed to dodge the blow, with the force of Terox's attack cracking some of the wall behind him.


Terox turned and kicked Aeron upside the head, sending him flying into the air.


Terox waited for Aeron to fall, kicking him forward right as he was about to hit the ground.

"When you have infinite power, all of that becomes dull, but being able to fight like this again..."

Terox charged at Aeron, who was currently trying to pull himself to his feet.


Meanwhile, Attai was still caught up fighting Millennia, dodging and countering various events she summoned with the DekigotoCam.

"You sure are persistent." Attai grumbled, knocking aside a boulder that had been flung at him.

"Same to you, bucko!" Millennia replied. "If you just handed over that gun, I wouldn't have to-"

"Wouldn't have to what?" Attai snapped. "Get in my way like a complete waste of air?"

"What?" Millennia's brow furrowed.

Attai pressed the button on the side of his belt holster, summoning the DecaCycle. He aimed the CataloGun at it and scanned the vehicle, creating a card for it that he proceeded to load into the back slot of the gun. With the push of a few buttons, an energy wheel manifested at the end of the gun's barrel, connected to the main body by energy struts. Attai pulled down the CataloGun's trigger, causing the wheel to rev up at high speed.

"Oh, neat." Millennia whistled. "What are you planning to do with this one?"

Attai wordlessly lunged at Millennia, swinging the energy wheel towards her body. She jumped out of the way, making the wheel hit the ground where she was standing. The rotating wheel ripped up the asphalt, sending chunks of debris flying into the air.

"Woah, by a little more careful with that, would ya?" Millennia chided. "You hit someone with that thing and you're gonna turn them into red mush!"

"That's the idea."

Attai jumped forward, wildly swinging the CataloGun at Millennia's head. Millennia rolled to the side and summoned a module, stuffing it into her belt before turning around. As soon as she looked back, the energy wheel was grinding at a force field that covered her face, her suit having turned a dark silver.

"What are you doing?!" Millennia demanded.

"Paradox warned me not to underestimate you." Attai growled back. "I figure I should hedge my bets and take you out while I have the chance."

Millennia kicked Attai away and jumped to her feet, assuming a defensive stance.

"I know you can be ruthless, but I took you to be more pissy than cold-blooded." Millennia sounded concerned. "Are you really the type to maul people?"

"Who cares?" Attai pressed a few buttons on the CataloGun and took aim at Millennia. "I'm sick of you already."

"Endangriff!!" The gun announced. "Cycle! Bitte seien sie vorsichtig!"

A full-sized energy DecaCycle launched from the end of the gun towards Millennia, who dove to the ground to avoid it. The shot flew through the air until it ripped through a nearby building, destroying a good chunk of its walls. Millennia glanced at the damage caused by the attack and scrambled to her feet, pulling out the DekigotoCam.

"Going to try another one of your pictures?" Attai hissed.

"Not on you."

Millennia pulled a photo out of the DekigotoCam and aimed it towards Stunde Null. Before Attai could react, she activated the picture, sending a train crashing into the alien, blowing it apart in a red flash of square particles. Terox, about to deliver another punch to Aeron, felt his powers come back and dropped his arms in disappointment.

"What the hell did you do that for?!" Terox shouted. "I was actually having fun for once!"

"We're leaving." Millennia ran over to Terox and grabbed him by the arm. "Something feels wrong here."

"What's that supposed to-"

Terox's protests were cut off as he and Millennia disappeared, teleporting out of the area. Attai huffed and tossed aside the CataloGun.

"I swear to God if I ever meet that alien again, I am going to-" Aeron began before noticing Attai walking over to him with a hand on his head. "The hell's up with you?"

"Headache just hit me out of nowhere." Attai grumbled. "Come on, the others are waiting for us."

"Yeah, yeah, whatever."

Ben, Gwen, and Kevin were already waiting inside the power plant when Attai and Aeron ran in. Purponite was hovering in the air in the center of a large, empty hall, surrounded by an energy shield and chanting in an alien language as the Mask of Simul floating in front of him was gradually bathed in waves of power.

"Okay, what's he doing now?" Attai asked.

"He's going to use the Mask of Simul to absorb the life energy of everyone on Earth and basically become all-powerful while making a zombie army." Gwen explained.

"Gutt Got." Attai rolled his eyes, summoning the CataloGun. "Why can't I ever fight someone respectable?"

Attai pushed a few buttons on the CataloGun and then paused, looking at the screen in confusion.

"Something up with your peashooter?" Kevin asked.

"No, it's just..." Attai pressed another button, summoning the DecaCycle card. "When the hell did my motorcycle get scanned?"

"What do you mean, 'when did it get scanned'?" Aeron growled. "I saw you scan it when you were fighting Millennia a few minutes ago."

"What are you talking about?" Attai snapped back. "Millennia and that alien left after you summoned that purple thing."

"If you're trying to screw with me, I swear to God-"

Black Hole Sun suddenly manifested and shoved Aeron and Attai apart, pointing up at Purponite.

"We have a more pressing concern at the moment." He said. "Gwen, do you know any way to nullify his shield?"

"If it was a regular mana shield it would break under enough pressure, but I think he used an actual protection spell for it." Gwen replied. "I could try a counter-spell, but it would probably take too long."

"He can see in and out of that thing, right?" Attai interjected.

"Well, yeah." Gwen said. "Why?"

"That means light is getting through to him." Attai tossed aside the DecaCycle card and summoned an Angelion card, slamming it into the back of the CataloGun. "I've got a good trick for this."

"Endangriff!!" The gun announced. "Angelion! Bitte seien sie vorsichtig!"

Attai fired the finisher at Purponite. The attack managed to go through his shield, but he simply raised an opaque solid mana shield to counter it. The shield shattered after taking the attack, but successfully prevented it from reaching its target.


"Hey, you were able to combine alien powers in a transformation earlier, right?" Ben asked.

"Yeah, why?"

"If you combine Black Hole Sun with Angelion, he could get up close and punch through a bunch of mana shields to hit Purponite!"

"That..." Attai trailed off. "Might actually work."

"Then do it." Black Hole Sun said. "We don't have much time."

Attai fired at Black Hole Sun, infusing him with Angelion's powers. Angelion's wings sprouted from his back as half of his black shell turned white.

"Alright, let's see how this goes." Black Hole Sun sighed.

He took off into the air towards Purponite and launched a volley of solar-infused light beams through his shield spell, forcing him to raise defensive mana barriers to counter each attack. Eventually, one of the beams made it through his defenses, slamming directly into his head. He was relatively unharmed, but with his concentration broken, the shield spell around him disappeared.

"Now!" Black Hole Sun yelled.

Ben transformed into Water Hazard and fired dual water blasts at Purponite, while Gwen began throwing mana discs and Attai shot at him with the CataloGun. Purponite tried to create a quick mana barrier, but had it quickly broken through by an attack from Black Hole Sun. He took the brunt of the attacks and fell to the ground, quickly getting back up with an infuriated look on his face.

"You've forced my hand!" He yelled. "I'm going to kill all of you right now!"

Purponite slammed his hands into the ground, creating glowing cracks in the concrete that ran beneath Ben's group and exploded outwards. A massive dust cloud was kicked up by the impact, obscuring Purponite's view of his targets. A large gust of wind blew away the dust, revealing that Gwen had shielded them and Ben had transformed into Big Chill, using his wings to clear the air.

"You need to take a chill pill." Big Chill breathed.

"Oh my Gott." Attai put his hands up to his face in disgust.

Aeron growled something incomprehensible and lunged at Purponite, covering ground at an unreasonable speed. He grabbed Purponite by the neck and slammed him into the ground face-first, disorienting him, then whirled around and tossed him towards Black Hole Sun. Black Hole Sun surrounded one of his fists with swirling light and dark energies and punched Purponite in the back, sending him hurtling back towards the floor. Aeron dove underneath him pulled out a knife, raising his arm straight into the air underneath the Anodite. Purponite hit him at full speed, being impaled through the abdomen and coming to a stop halfway down Aeron's forearm.

"...That's just wrong." Kevin was the first to speak as everyone else stared on in stunned silence.

"I'm sure..." Purponite suddenly hissed. "...That would have been a devastating attack if I had internal organs like you apes. Unfortunately for you..."

Purponite put a leg forward and kicked off of Aeron's shoulder, sending himself back into the air. The gap in his stomach closed almost instantly, leaving him completely uninjured.

"It's going to take a lot more than that to stop me!"

Purponite kicked Aeron in the face, sending him sprawling across the ground. Black Hole Sun tried charging him, but Purponite dodged to the side and grabbed one of Black Hole Sun's spines, using it to smash him into the ground. Black Hole Sun disappeared in a red flash as Aeron groaned and tried to get to his feet.

"Now, if you don't mind..." Purponite rose far into the air once again, summoning the Mask of Simul. "I'm going to become a god!"

Big Chill tried flying towards him and hitting him with a burst of frozen air, but was pushed back by a sudden mana field. Purponite raised the Mask of Simul to his face and began glowing a bright white as the mask drew in energy from all around him. Big Chill's eyes widened and he quickly turned the MEGAtrix dial, transforming into Ghostfreak, leaving him unaffected. Gwen, Kevin, and Attai had no such protections and dropped to the ground, quickly being drained of their energy. Vehicles crashed and various other accidents occured across the globe as the entire population's life energy was funneled into Purponite, whose presence had become almost blinding.

Ghostfreak yelled and shot towards Purponite, only to be blown back by a burst of energy as Purponite's transformation was completed. Purponite ripped off the Mask of Simul and threw it to the ground, his body rippling with incomprehensible power.

"It's over, Tennyson!" Purponite laughed. "I win!"

"No..." Aeron's voice came from below. "I...won't allow it!"

Ghostfreak and Purponite looked down to see Aeron hunched over in a pained stance but nonetheless shooting Purponite a seething glare.

"You won't allow it?" Purponite repeated in mocking disbelief. "Tell me then, ape, what are you going to do about it? You shouldn't even be standing!"

"I wasn't kidding when I said I wasn't human!" Aeron yelled back. "I'm going to rip that power out of you with my bare hands if I have to!"

"I'd like to see you try!" Purponite threw his arms outward, creating a blast of energy that slammed Ghostfreak into a nearby building and knocked Aeron to the ground.

Aeron groaned and pushed himself up onto his knees, then pulled out one of his knives.

"Stunde Null doesn't affect mana users, so I guess I'm out of options." Aeron muttered to himself.

He raised his knife into the air and winced, then plunged it straight into his own chest.

"WITHER!" Aeron yelled. "IT'S NOW OR NEVER!"

The InverTrix symbol lit up and a large alien appeared behind Aeron in a red flash. The alien took on the shape of a lithe, winged humanoid with an arguably angelic theme. Its skin alternated between a dark magenta with silver patterns and a pure black. Its eyes were constantly closed and it had no visible mouth, giving it a somber expression.

"Are you sure about this?" Wither asked.

"Hell no, I'm not!" Aeron snapped. "Just do it!"

Aeron ripped his knife out to the side, carving a large slash in his torso. Wither sighed and rose into the air, his body beginning to glow a silvery white. Aeron's wounds suddenly disappeared as an equivalent slash appeared in Purponite's chest, catching him off-guard as energy started to leak from his body.

"What the-" Purponite's eyes widened as he healed his wound. "How did you land an attack?!"

"I didn't." Aeron dragged himself to his feet. "That's the power of Wither."

Aeron stabbed himself in the shoulder and pulled downwards, severing his own arm. Wither glowed again and the wound suddenly repaired itself, transferring to Purponite, who hastily began regrowing his lost limb.

"Wither can heal people, but only through equivalent exchange." Aeron growled, raising his knife again. "Normally he might transfer around some general matter and energy in the environment to repair a wound, but with enough practice..."

Aeron stabbed himself in the side of the head, with the wound once again disappearing from his body and appearing on Purponite's.

"He can use whatever he wants."

"This accomplishes nothing!" Purponite yelled. "I can heal whatever you transfer to me!"

"That's what I'm counting on!"

Aeron took a deep breath and shoved his knife into his wrist, exerting enough force to cut through the bone and lop his hand clean off. He tossed the severed hand away, but was hit by a beam from Purponite, slamming him into the ground. There was a sickening crack as several of his bones broke from the impact.

"Stop doing that!" Purponite roared.

Wither glowed once more, transferring Aeron's injuries to Purponite. Purponite's internal structure, with no actual bones to speak of, was simply left with gaps that were quickly filled.

"Like I said, this is usele-"

Purponite cut himself off as he noticed his hand.

Specifically, the fact that it was still on.

"I thought..."

Purponite trailed off as he noticed that Aeron's hand had landed on top of the overturned Mask of Simul, its twitching fingers catching on the holes of the mask.

"You should pay more attention to where you put your things." Aeron hissed with a smirk.

Wither's body glowed one last time, severing Purponite's hand as Aeron's hand flew back to him, carrying the mask with it. Aeron wasted no time pulling up the InverTrix and turning the dial, transforming Wither into Clockwork. Time stopped for everything around himself and Clockwork, who he tossed the mask to.

"What a roundabout way to pick up a mask." Clockwork tsked.

"If it's stupid and it works, it ain't stupid!" Aeron snapped. "Just put the damn thing on already!"

Clockwork sighed and approached the frozen Purponite, raising the mask to his face.

"This isn't exactly how I thought this would go down, but here we are." Clockwork said quietly. "Let's hope it was worth it, in the end."

Time resumed, causing an unconscious Purponite to fall to the ground. All the stolen mana had been drained from his body, leaving him severely weakened. The mana zombies around the world began turning back to normal, no longer under his influence. Gwen, Kevin, and Attai slowly began to wake up, with Attai being the first to open his eyes.

"Was zum Teuful..." Attai groaned before noticing something shining in the air above them. "Uh..."

Ghostfreak flew over to him and transformed back into Ben, who knelt down and offered Attai a hand.

"You okay?" Ben asked.

"I'm pretty obviously not, but never mind that right now." Attai grumbled, reluctantly grabbing Ben's hand and being hoisted to his feet. "What's going with that?"

Attai pointed to the sky, where Clockwork was glowing a brilliant white, his body having warped to contain massive amounts of power. He removed the Mask of Simul and aged it to dust, scattering it to the wind.

"No idea." Ben replied. "Not sure if it's good or bad."

"YES!" Aeron suddenly shouted from a few meters away. "WE FINALLY GOT IT!"

"Got what?" Attai narrowed his eyes.

"The power to erase anyone who gets in our way!" Aeron yelled with a wild look in his eyes. "The power to never lose again!"

"What?!" Ben exclaimed. "What are you talking about?! I thought you were superheroes!"

"We lied!" Aeron cackled.

"Ja, keine Scheiße." Attai said exasperatedly.

"With the power of Ascendant Clockwork-"

"You're not actually calling it that, are you?" Attai asked flatly.

"SHUT UP, IT'S COOL!" Aeron shouted. "With the power of Ascendant Clockwork, nothing can get in our way!"

"Well, nothing can get in my way, at least." Ascendant Clockwork coughed.

"Oh, I know what we should do to test out your power!" Aeron grinned madly. "Let's destroy this timeline before high and mighty over here gets to back it up!"

"Hang on a second-" Ascendant Clockwork started.

"What did I tell you earlier?" Attai growled, cracking his knuckles. "Do you want to keep your ribs or not?!"

"Ego, what are you waiting for?!" Aeron snapped. "Do it!"

"No!" Ben yelled. "We trusted you!"

"WHY?!" Attai bellowed.

"Aeron, this isn't what we agreed to." Ascendant Clockwork looked down at Aeron with a frown. "I help you hack and slash until we get the ability to undo everything with Ascendant Clockwork. That was the plan."

"The plan doesn't matter anymore!" Aeron snarled. "Do you really think we can go back after all of this?!"

Ascendant Clockwork suddenly dropped to the floor and began walking over to Aeron with a stone-faced expression

"You know..." Ascendant Clockwork said in a hushed tone. "You know 'all this' is entirely your fault, right?"

"What's that supposed to mean?!"

Ascendant Clockwork grabbed Aeron and slammed him into a wall, disorienting him.

"Do you have any idea how many people are dead because of you?!" Ascendant Clockwork snapped. "Because of your complete inability to think about anything but chasing the next rush?!"

"Why are you complaining about this now?!" Aeron hissed, throwing Ascendant Clockwork off of him. "You knew what I was the moment we split! You've had every chance to do something about it, but you never did! Don't act like you're any better than me all of a sudden!"

Attai silently summoned the CataloGun and aimed it carefully at Ascendant Clockwork's head. Right as he was about to fire, Ben knocked his arm aside and ran out in front of him.

"What are you doing?!" Attai snapped.

"I don't think shooting them is going to work right now." Ben said firmly. "We need to get them calmed down before something bad happens."

"Before something bad happens?!" Attai exclaimed in disbelief. "They're interdimensional killers, du verdammt blodhammel! I think we're long past 'something bad' happening!"

"You see?!" Aeron pointed towards Attai. "He knows what our deal is! It's what we are now! That's just how it is, you denial-ridden scrap heap!"

"...That's a fair point." Ascendant Clockwork muttered. "It's what we are now."


Ascendant Clockwork grabbed Attai by the shoulders, holding him firmly in place. The key on his head started spinning, with the various glass ports on his body beginning to shine. The wind picked up again, forcing everyone to brace themselves.

"What are you doing?!" Aeron yelled, struggling in vain to get away.

"Something I should have done to begin with." Ascendant Clockwork sighed. "It's time for us to go."

"What does that mean?!" Aeron spat. "Stop being vague and let go of me, you idiot!"

"That wouldn't be good for either of us." Ascendant Clockwork's body began leaking energy. "I'll see you on the other side."


Aeron was cut off as Ascendant Clockwork burst into a massive explosion of light and energy, knocking over everyone else present and blinding them temporarily. Once they could see again, they noticed immediately that Clockwork had returned to his normal state, assuming a neutral standing position on the ground. The alien's face looked blank and lifeless, as if all consciousness inside of it had ceased to exist.

"Okay, what just happened?" Kevin groaned, getting up and helping Gwen to her feet. "We're not dead, so I assume that's good news."

Clockwork disappeared in a blue flash, revealing someone new to be standing behind him. The stranger resembled Aeron, but with reddish-brown hair, blue eyes, and a completely different outfit. He wore an odd, brimmed hat with an hourglass symbol near the front, along with a dark blue overcoat that covered a half-blue, half-indigo shirt.

"Who the hell are you?" Attai demanded.

"I'm..." The stranger looked himself over, patting his clothes every so often in disbelief. "I'"

"That doesn't tell us anything." Kevin grumbled.

"I'm me again!" The stranger continued, apparently still trying to process the situation. "I'm back!"

"Would you stop babbling and just answer the question already?!" Attai snapped.

"I'm...Aeron." The stranger replied, beginning to pace around. "But I'm also...Ego. Or...maybe I'm neither of them. Both of them? Yeah, both of them, I guess. I-"

"Your name." Attai interjected impatiently. "What is your name?"

"Oh, uh...geez, I haven't actually been me for so long, I..." The stranger snapped his fingers. "Theo! I was named Theo!"

"You must be the person that got split into Aeron and Ego." Gwen said. "Ego must have used Clockwork's Ascendant powers to re-merge them into you."

"Yeah, I don't think normal Clockwork would've been able to undo that." Theo muttered. "He let me keep their memories while he was at it."

"Wait, so you have memories from two different people now?" Ben asked. "No wonder you seem like a mess."

"Ben!" Gwen elbowed him.

"What? He does!"

Before they could continue talking, an explosion of light near them caught their attention as a thoroughly angered Purponite shot into the sky, staring down at the group with a look of seething disgust.

"How dare you?!" Purponite roared. "You filthy apes ruined centuries of work!"

Purponite began absorbing as much mana as he could reach from the nearby environment. Gwen put up a shield to protect the group as plants around the building began wilting away and insects started dropping dead to the ground.

"If I can't rule this world..." Purponite growled. "Then I'll destroy as much of it as I can instead!"

"What is he, a toddler?" Kevin huffed.

"Can't be any smarter than one." Attai said, pulling up the CataloGun. "Tennyson, your Geochelone Aerio transformation is immune to mana attacks, right?"

"Looks like we were thinking the same thing." Ben replied, already scrolling to select Terraspin. "But I think we're going to need some extra firepower to take this guy down."

Ben pressed a couple buttons on the extended part of the MEGAtrix gauntlet before slamming down the dial. He instantly transformed into Ultimate Terraspin, whose skin was then covered in a golden coat, further evolving him into MEGA Terraspin. He shell had grown larger and thicker, with the back being shaped into a series of spikes. His arm fins had grown a tough, metallic coating along their outer edges, making them extremely sharp.

"MEGA Terraspin!" He shouted, running out from behind Gwen's mana shield.

Purponite spotted him and began firing mana beams, only for all of his attack to bounce harmlessly off of MEGA Terraspin's skin. MEGA Terraspin retracted his head into his shell and began spinning his limbs like a fan, shooting himself up towards his opponent. Purponite growled and quickly chanted a shield spell, blocking MEGA Terraspin from reaching him and bouncing him back towards the ground. MEGA Terraspin stopped spinning and landed on his feet, looking back towards the others.

"Gwen, how do I get past a shield spell?!" MEGA Terraspin asked.

"Unless you can cast a counter-spell, you can't!" She grunted, struggling to maintain the mana barrier.

"I have an idea." Theo said, walking towards the edge of the barrier. "Even if you can't get past the shield, maybe something else can."

"What is that supposed to mean?" Attai snapped.

Theo pulled up the coat's sleeve on his left arm, revealing that the InverTrix had obtained a navy-colored body with a striking blue color replacing the former magenta of the hourglass symbol. The gauntlet attached to it had followed suit in changing to match these colors.

"Ego used the Ascendant powers to let me keep this gauntlet and all the aliens I can use with it." Theo said. "Thanks to that, I should be able to use a particular alien that can control when its attacks activate."

Theo turned to look at Attai, who met him with a skeptical glare.

"If we do this, we're going to need your help." Theo said. "I know you aren't going to trust me, but-"

"Save it." Attai snapped. "I'll help if I think it's a good idea."

"Alright." Theo nodded, then pulled up the InverTrix. "Here's my plan..."

Purponite was gradually expanding the range of his attack, using the mana he absorbed to strengthen his ability to absorb it. If he managed to keep it up long enough, he'd gradually kill everyone unfortunate enough to be inside his attack radius. Momentarily lost in thought, he snapped to attention as a bright blue flash came from behind Gwen's mana shield. Before he could get a good look at what was going on, he was rapidly approached by a flying MEGA Terraspin.

"Again with this?!" He snapped. "Useless!"

Purponite dodged to the side as MEGA Terraspin haphazardly flew past him. Another flash of light from the ground below grabbed his attention, spotting Attai tossing away the CataloGun as he mounted the DecaCycle. He began firing mana beams at Attai, who used the DecaCycle to dodge them and began riding up the side of the hall. Purponite fired a larger shot towards Attai, but the attack was intercepted by MEGA Terraspin, who flew up in front of Attai and blocked the beam.

"Well, here goes nothing..." Attai grumbled under his breath.

Attai pulled up on the DecaCycle's handlebars, leaping off the wall he was driving up. MEGA Terraspin flew underneath him, allowing the DecaCycle to land on his back, then shot towards Purponite again with Attai in tow. Purponite began chanting another shield spell, prompting Attai to rev the DecaCycle's engine and shoot off of MEGA Terraspin's back, launching himself and the DecaCycle towards their opponent.

Attai jumped off the DecaCycle just as Purponite finished reciting the shield spell, which manifested in the middle of the bike and chopped it in half. Just as this occurred, Purponite noticed some movement behind Gwen's shield. A large, black alien with blue reptilian markings and what appeared to be a countdown clock on its chest raised its arm into the air, forming a fist with the thumb raised outwards.

"Clear." The alien stated, then slammed its thumb down into its fist.

The DecaCycle's headlight momentarily crackled with an unknown energy, then exploded. Having no time to react, Purponite was immediately consumed by flames as the shockwave from the explosion blasted apart his energy-based form. MEGA Terraspin flew over and caught Attai out of the air as motorcycle parts rained to the ground, with the entire back half of the DecaCycle landing nearby. Gwen breathed a loud sigh of relief and dropped the shield as Purponite's absorption attack ceased, leaving the area safe. She leaned against Kevin for support as the alien walked over to MEGA Terraspin and Attai, who had just landed on the floor.

"What kind of alien is that?" MEGA Terraspin asked, reverting back to Ben.

"It's called Bomb 2 Hell." It explained, tapping the timer on its chest. "It's a master of explosives."

"You seriously named it 'Bomb 2 Hell?" Attai raised an eyebrow. "Even you have to admit that's going overboard with being tryhard."

"I actually didn't name this one." Bomb 2 Hell replied. "I know about it because an alternate Theo used it to beat the crap out of Aeron once."

"Are all versions of you edgy pricks?" Attai grumbled, summoning the CataloGun and scanning the vapors left behind by the DecaCycle's explosion.

"Well, this one wasn't really edgy, just kind of a hipster."

"Arguably worse."

Attai turned the CataloGun towards Bomb 2 Hell and scanned him, producing a new card that he examined for a moment before tossing away.

"Might come in handy, though."

Bomb 2 Hell pressed down on the InverTrix symbol located on his abdomen and reverted back to Theo, who sighed and looked up at the ceiling.

"Now I have to figure out what to do with myself."

"Did Ego fix your Earth while he was using the Ascendant powers?" Ben asked.

"Couldn't." Theo shook his head. "Seems like even Ascendant powers have their limits."

"Either way, it sounds like something Paradox should know about." Attai said. "Not sure what he'd do about it, though."

"Besides, even if it did get fixed, I don't know if I could make myself go back." Theo looked at the InverTrix. "Aeron and Ego were severed parts of me, sure, but they were still me. I don't think I can ever make up for what they did."

"Probably not." Attai sniffed absentmindedly. "Well, good luck with that, I guess."

Attai pressed the button on the side of his belt, summoning the DecaCycle.

"Wait, didn't we just..." Ben trailed off, looking back and forth between the wrecked DecaCycle's parts and the DecaCycle Attai was currently mounting.

"That DecaCycle was a copy I made using the CataloGun." Attai tossed the CataloGun aside, making it disappear. "I can still summon a normal DecaCycle whenever I want."

"Oh." Ben nodded. "Makes sense."

"Where are you going?" Theo asked.

"Wherever I end up." Attai shrugged. "Maybe you should do the same."

With that, Attai drove off into the night, disappearing from the world with a green flash. The area fell silent for a few moments as Ben and Theo stared after him.

"Wherever you end up...?" Theo mumbled. "I guess I should."

"Why can't any of you people talk normally?!" Kevin yelled from the side.

"You just...left?" Ubermensch inquired flatly.

Millennia and Terox had returned to the Reich's fleet, meeting up with Ubermensch in a debriefing room near his quarters.

"I can go back and fight him whenever I want." Millennia waved him off. "Something weird was going on."

"Let me be blunt here." Ubermensch glowered. "If you don't start taking this seriously, we're going to have to hire a different contracter. Do your job soon, or the deal is off."

"Yeah, good luck with that." Millennia chuckled. "Look, you have your way of dealing with things and I have mine."

Ubermensch let out a long, exasperated breath, then went silent. After a few moments, his head suddenly perked up as if he had thought of something.

"You said the agent became more aggressive when that alien's ability nullification field was active, correct?"

"Yeah, why?"

Ubermensch went silent again for a bit before replying.

"...I need to check with the research team about something." Ubermensch eventually stated. "You're free to go for now."

With that, Ubermensch left the room. Millennia raised an eyebrow and folded her arms, looking at the door.

"I don't like it when my clients aren't telling me something." She tsked. "It's a sure sign that things are about to go downhill."

"I'm not sure what you were expecting." Terox laughed. "No idea about you, but where I'm from, the Nazis weren't well-known for being particularly forthcoming with military secrets."

"That's pretty universal." Millennia replied, scratching her chin. "It just gets dumb when I have to wait for information about the job I've been hired for."

"Well, you're a Chronian, aren't you?" Terox leaned up against the wall with a smirk. "You've got time."

"It's not me I'm worried about." Millennia summoned the Dekigotocam and started fiddling with it. "Besides, whether they realize it or not..."

Millennia snapped a picture of the meeting room, then dropped the Dekigotocam, with the device fading away before it hit the floor.

"Everyone runs out of time eventually."



Major Events

  • The Ben, Gwen, and Kevin of Earth 512-A make their debuts.
  • Aeron and Ego make their Project Deca debuts.
  • Earth-83 is revealed to be inaccessible.
  • Aeron and Ego are merged back into their original body.




  • Attai Zehn
  • Ben Tennyson (Earth 512-A)
  • Gwen Tennyson(Earth 512-A)
  • Kevin Levin (Earth 512-A)
  • Theo (Earth-83/D-4)


  • Millennia


  • Purponite
  • Ubermensch
  • Terox
  • Aeron
  • Ego

Forms Used

By Attai

  • None

By Ben

  • Echo Echo
    • Ultimate Echo Echo
      • MEGA Echo Echo
  • Big Chill
  • Ghostfreak
  • Terraspin
    • Ultimate Terraspin
      • MEGA Terraspin

By Aeron/Ego

  • Black Hole Sun
    • Black Hole Sun Angel
  • Clockwork
    • Ascendant Clockwork
  • Stunde Null
  • Wither

By Theo

  • Bomb 2 Hell


  • The plot of this tribute episode was loosely adapted from the story of the BTUAM two-parter series finale Colourless.
  • "Wish in the Dark" was originally planned to be Aeron's insert theme in a scrapped version of Star Spirit's ReVise project, hence its inclusion here.

Previous Episode
Canon: Three's a Crowd
.5: PD 2.5: Ben 10: Multi Trixes
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