Prodigy

Ben 10: Beyond Bellwood
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Prodigy
Air Date	10/11/2024
Written by	Amanda
Edited by	Hannah
General Information
Primary Universe	Last Chance Oasis
Secondary Universes	Dead Universe Refuge World

Prodigy is the seventh episode of Ben 10: Beyond Bellwood. It was written by Amanda on the 10th of November 2024.

It aired on the two year anniversary of Life and Flesh and, by extension, the series as a whole.

Prodigy

"Please place the item in the bagging area." A mechanical voice ordered, "Unexpected item in the bagging area."

Ben made his way over to the checkout, wearing the green uniform of Baumann's supermarket. He flashed his employee code into the self-serve's scanner and told it to behave properly. He looked at the item in the bagging area; a Kev 11 Invizard action figure. He turned to the customer; a Merlinisapien. The same species as Invizard and would, unbeknownst to the either of them, later be the species of Ben's ChamAlien form.

"Thanks," the customer croaked, "out of interest, how do you guys stop Merlinisapiens like myself from just walking out without paying?"
"Soft tags," Ben answered, flipping the figure around to reveal a small yellow strip next to the barcode, "scanning them on the self-serve destroys the magnet so it doesn't set off the alarms."
"But that wouldn't stop me from escaping at that point," the alien was right- the detectors were right next to the exit, "or a human for that matter."
"Then it's on your conscience. Out of interest," Ben mimicked, "why would a Merlinisapien like yourself want an action figure of your own species?"
"Most action figures on this planet are human, so you tell me. Besides I- uh, well, Kevin doesn't use Invizard too often and this figure is kinda rare. You don't see many toys of my kind, so I wanted to pick it up for posterity."
"Yeah it is pretty rare. One per case in a wave that's mostly reruns. I've got mine hidden in the back waiting to be paid for."

"Why wait?" The Merlinisapien packed the figure into a bag strapped across his belly.
"Payday's tomorrow."
"But you know how to get away with taking it. You're really gonna spend your minimum wage paycheck on worthless plastic?"
"Well I can't just-" the alarm by the front doors beeped. The two plastic detectors flashed red as a raggedy man dashed through them. Ben and the alien both watched him. Ben profiled him immediately; 6'2", white, filthy and unkempt. Long, white, scraggly beard and a brown coat. He escaped without pursuit. "Damn," Ben thought aloud, "wonder what he took?"
"Three bottles of Jack Daniels one-point-seven-five litres, a twelve pack of Coors, several bottles in his jacket. Probably about a hundred dollars or so of alcohol that I could see." The alien answered immediately.
"How did you-"
The Merlinisapien tapped his head, drawing attention to his red, blue, and green eyes. "Good eyesight. All I need is a glance." The alien leaned in, "Say... Baumann just lost probably close to two hundred bucks to that guy, and no one batted an eye," He gestured to the toy in his bag, "How's he gonna notice ten bucks?" He winked, and went on his way.

Ben stood for a moment and thought. He was no thief.
But...
He did deserve a treat.

---

Heatblast.
Jetray.
Diamondhead.
Chromastone.
Wildvine.
Armodrillo.
Gutrot.
Upgrade.
Buzzshock.
ChamAlien.
Ten aliens. And, not counting Kickback, Doodlebug, Wing Thing, Banshee, Lunar Redeemer, Minute Man, Top Cat, and Fangfare- none of whom Ben was entirely convinced counted as 'aliens',- they were all Ben had been left by Kev when he received the Omnitrix. But there was another. That strange tripod that had leapt across the multiverse and into the arms of Professor Paradox. That alien was missing. Why that alien had been excluded from the Lifeboat playlist proper was beyond him. It would certainly be helpful now.

Ben wandered, carefully, through the strange alien terrain around him.
Flesh as far as the eye could see.
Every hill and ditch and stream had been buried in a carpet of musculature. Every so often, gaps in the skinless landscape would open up and bursts of steam would shoot out. Ben was almost next to one the first time he saw this, and nearly puked at the smell. The sky was dead. Ben presumed he was on Earth judging by what looked to be the Moon hanging overhead, but the sky was not blue. He could see distant stars as clear as a countryside night, including the sun. It burned a warm yellow. Ben stepped forward, before stopping suddenly and looking back to the sky. Something had changed on the edge of his vision. He watched, but nothing more changed. He could've sworn one of the stars had just gone out.

As he topped one of the larger mounds of bone he saw a break in the red ocean. Buildings, the upper crests of which emerged like islands out of the gargantuan organism. Ben started towards the remnants of the city. He could hear the irregular collapse of rubble as the Flesh ate away at the concrete. One of the skyscrapers tumbled groundward before he reached the city, but it did not deter him.
On the outskirts he came across a valley in the Flesh, what remained of a road, and along its edges a metal pole jutted out. Ben followed the valley until he could read the lone signboard. Green, with white text, it read;

"Welcome to Bellwood!"

He continued toward the city.

Right now, Ben was safe.
That was why he had not immediately left again.
The Chrononavigator was being unhelpful. For some reason it refused to open. Maybe the latch was stuck? Whatever the cause, Ben had this opportunity to learn about the Flesh outside of his fight against them and he would take it. Maybe Upgrade could fix the fobwatch. Right now he felt it more important to keep his options open in case he got ambushed.

The city was overrun with death. If the Flesh held true to their promise of life eternal, then that life was not here. Nothing intelligent remained, only the rot and decay of scavenging mats. The roads buckled and bent as the tendrils and claws ripped them apart, and immense trunks of feeler limbs penetrated windows and doorways throughout the streets. Huge, putrid vines recoiled in terror as a chunk of something fell to the ground and startled them. Immediately they tore into it, and Ben saw it as they lifted and ripped the shrieking thing apart and fed. It was a pink disk. Little more than a flap of skin with a mouth on its underside. He looked up and saw that clusters of them grew and flexed in the sunlight atop buildings.

Ben stumbled. Beneath his feet was a shard of metal and he pried it from the scar that had formed around it. It was a knight's helmet, with strange technology implemented within. On the right cheek, just beneath the eyeplate, was an inscription. '2012'. A date? Or a designation? He took it with him.

Up ahead was a skyscraper. In Ben's version of Bellwood this building had belonged to the Billions family, but this one seemed to belong to someone else. What was to him the Billions Tower, here was named 'Fort Bellwood'. He took another look around. A knight's helm and a fort. Everything else resembled Bellwood as he knew it- so why did these two things deviate to a knightly theme? Confusing, but comforting. This was not the Bellwood he had left behind. The lowest level of Billions Tower was a shopping mall and that much seemed to carry over to Fort Bellwood. He crept inside.

There was shattered glass everywhere, yet surprisingly little blood. Chaos and destruction had swept through, yet it was a clean destruction. There were no bodies, human or Flesh, anywhere in sight. None of the building's doors were locked. Some swung open in the breeze, others had been forced open. One led to some stairs into the building proper and Ben decided to take them. An aerial view would be beneficial and he didn't fancy risking the elevator.

By the fifth floor he realised how unfit he truly was. Sure, working for Baumann for four years had trained his endurance while walking- but that was on flat ground. By the sixth floor he realised this wasn't working. Maybe a quick use of the watch wouldn't hurt. Jetray would make quick work, but he'd have no space to move in the stairwell and outside risked drawing attention. Banshee could teleport but, well, Ben couldn't. Wildvine was a novel choice. He'd been searching for ChamAlien, but Wildvine would work too. He locked the choice in as he transformed into the sickly green mass of roots and seeds. His stretching arms reached up and wrapped around the barriers of the stairs above, pulling and slinging himself skyward and building to impressive speed. He tapped the dial on his chest when he was high enough that he could hear the gnawing of the flat things on the roof, and reverted to his human form.

Passing through the doorway, Ben found himself in an office space. This was about what he expected. The walls were interchangeably made of chest-high sheet metal and ceiling-high glass; the glass was mostly shattered and many of the metal walls were covered in blood where something had been cut against them. The spaces were all full of computers and wires, some still turned on. Ben resisted the urge to check them out.

He made his way to the central lobby of the floor. The elevator shafts had been torn open. The floor, walls, and ceiling were blackened by smoke. Whatever had happened here, the occupants had fought back. Still, he would've thought they'd use swords and shields rather than the clearly quite effective energy weapons and explosives that had destroyed this area. He carefully made sure he did not trip over the metal scrap strewn all about. These were the remains of chestplates and helms. He tried not to visualise how the Flesh had gotten into them.

The next room was a large meeting room of sorts, with an oval wooden table taking up most of the space. Swords had been carved into the table's surface, each pointing from a seat towards the centre. The windows were unscathed; wide open, floor to ceiling. Ben could see for miles- the writhing red mass, huge blue veins throbbing, and a thousand eyes all staring back at him. The ceiling rumbled and creaked, caving in as one of the strange alien disc creatures burst through. It ambled and flapped aimlessly, shifting its weight atop a single boneless foot.

Ben carefully backed away from it, careful to avoid tripping on debris. There was more rumbling above him. He reached for his watch just as another writhing mass collapsed through the ceiling directly above him. The weight of the vile thing forced the both of them through the weakened floor- and another, and another. Crushed beneath its weight it began to chew, and Chromastone felt its powerful teeth breaking his arms like hard candy.

It left him with no room to move beneath its massive and oppressive folds, softening the rougher edges of his crystalline body with its melting spit. He could get no hold against which to lever it away, and he could find no grip to crawl away from it. Chromastone, Ben knew, was a potentially powerful alien. But his plan had involved escaping rather than fighting here and now he was stuck. Without energy to absorb he had only one mechanism with which to free himself. He reached for the Omnitrix dial and twisted.

Blistering fire bought the opening he needed as Chromastone forced the monster away. Green and yellow sparks jolted up and down Ben's shimmering orange body as he came to terms with his new power. Unlimited Chromastone.

Full Spectrum was one of Kev 'Leven's most powerful Unlimited Aliens, although its abilities were not well understood and his appearances had always been brief. He had a wide array of abilities and seemed perfect for any scenario- though, in this moment, Ben wished he hadn't committed to the stone alien against the monster that eats stone.

Ben struggled free from the abomination. It flailed about, its form much more static than the Flesh forms Ben was used to fighting. Ben held his crystalline arms forwards- much more of the undercrystal was exposed in Chromastone's Unlimited form- and threw fire over the almost smooth back of the creature. It did nothing. Ben was shocked. This transformation was drawing power from the Omnitrix, and his powers were tied to Ben's other aliens. Were his attacks as strong as the aliens he drew from? He didn't know- but what was clear was that this unchanging mass of biomass was unphased by fire. Ben tried a new approach- Upgrade's optic beam. It left a scorch mark down the creature's back but it shambled toward him without concern.

Chromastone took a step back. This was one of his strongest aliens- an ace in the hole he'd been saving since he'd learned how to access it- yet here he found himself useless against such a simple monster. Worse still- if this monster was so resilient, how strong were the Flesh mats outside that tore one apart effortlessly? Wait. Unlimited Chromastone had access to all of Ben's aliens, or at least the energy produced by all of his aliens. He was underthinking things. Strength was not what made Unlimited Chromastone so useful. He thrust his head forwards and shot a beam of green energy from his eye. The starfish-like scab reeled back, spasming as it did. Fire might not hurt it, but Jetray's Neuroshock attacks could. The whole building shook. Ben was fighting on borrowed time. Another of the monsters tumbled through the hole overhead and Chromastone dashed for the nearest window.

He burst through the glass- a dozen stories high- and descended quickly to one of the only exposed areas of ground he could see. A large bridge, the road atop lavished with broken tarmac, high enough over the ground that the Flesh had gone around it for now. It was safe enough. But Unlimited transformations did not last long at the best of times, and Full Spectrum had been renowned for his brief appearances. He needed to escape, and fast. Bulbous stalks rose into the sky like trees all around the bridge, growing from the ground beneath. They bent and swayed, and the skin around the bulbs peeled away. Yellow eyes fixated onto Ben. Watching, analysing, they awaited any opportunity and Ben knew this. He was imprisoned by their gaze.

"Hey Chromastone!" A distant voice called, "Heads up!"
Before Ben could turn to greet the voice, a violent shockwave shook the whole bridge. The stalks shuddered, the weaker ones splattered, as a blur shot overhead. The wave itself carried an unusual green energy- which Unlimited Chromastone passively absorbed and charged himself with. The ground heaved. Ben returned the shockwave he had absorbed, blasting outward from himself and blinding those eyes that had survived the first attack. Huge arms rose up to attack the bridge only to be lassoed by bright green ropes. Behind them appeared a strange winged reptile, held afloat by some manner of jetpack. It held back the arms as Ben jabbed them with Neuroshock lances. The Omnitrix began to alarm- time was almost up.

The strange alien leapt high into the air and crashed down next to Ben. It pointed its claws toward him and a rain of energy pellets flew from fixtures on its forearms. Ben covered his face and absorbed them. The alarm stopped.
"Hey! Whose side are you on?!" He called out.
"Yours!" The alien squawked, "Nice Chromastone, by the way! Love the orange. What is that? Ultimate Chromastone? Petropian Chromastone?"
"Uh, Unlimited Chromastone." Ben assumed that's what the alien was asking as he noticed the Omnitrix dial on its chest, "What are you?"
"Oh this? This is Astrodactyl. You not seen him before?"
"No?"
"Doesn't matter, we gotta get outta here. You got a plan?"
"Not while we're under attack, I don't. I left the fobwatch in my pocket."

The whole bridge rumbled. The ground gave way, and both Chromastone and Astrodactyl leapt into the air and hovered there as the street collapsed into the valley of red meat below. What had been flat carpets of Flesh just moments before now swarmed with the motionless bodies of a thousand skinless, eyeless people.
"The Fleshmind!" Astrodactyl cried, "It's here! We've gotta go!"
"I know, but-" Chromastone turned to argue but saw a metal carapace form over the other alien. Its wings turned to green holograms as its face was replaced with a rounded dome-like screen extended complete over his beak, his face animated atop it.
"Omni-Naut!" it shouted in a distorted tone. The now mechanical alien grabbed Ben's shoulders tightly- its feet now powerful claws- and dragged him high into the sky.

Ben found himself being tossed back into the building he had fled from as his Omnitrix chimed and whined- and with a red flash he was Human again. The self-proclaimed Omni-Naut descended beside him and his wings dissipated.
"Whatever your plan is, make it quick!" It screeched. Ben pulled the Chrononavigator from his pocket and quickly studied it.
"I can't get it open!" Ben cried. The fobwatch was still stuck tight, its release catch seemingly unwilling to release.

There was Flesh in the corner of his vision before he could open it, and the reptiloid alien stood between them. It was another of those vile scabs from the roof. Ropes of green energy descended from Astrodactyl's gauntlets as he stepped toward it, dragging along the ground. The scab ambled, hideous tendrils growing and protruding outward from the gap between its soft shell and its mollusc foot and it threw them toward the alien. Astrodactyl flicked his arms about- casting the whips across the writhing feelers and cutting them through. The dying, but twitching, ends slammed into the ground either side of Ben. The Chrononavigator was not working, so he slid it into his pocket and stood ready to run from danger.

"Don't let it get on top of you!" Ben called out. The alien ally looked back, its pixelated face was difficult to read. It was somewhere between a smirk and a scowl,
"You don't need to worry about me, I've fought Scabs before." Almost as soon as he had finished the creature was upon him, subduing him much the way it had Chromastone just moments before. Ben's watch was ever useless, it always seemed to be red when he needed it. He went to call out the alien's name- its real name- before realising he didn't actually know what it was. Not that calling out for him would have helped. The Scab began to rise into the air, its reaching arms too weak to tether it to the ground as green energy lashed out from underneath. Its back arched and bulged and burst, and the thing fell limply to the ground as Omni-Naut Astrodactyl finally shot through it like a bullet and crashed into the ceiling. Its face was hidden behind a sharp blade of green energy protruding outward from the screen.
"I can't see when I do that," the alien rubbed its bashed forehead as the blade fizzled away, "How's the escape coming along?"
"Not good. My watch isn't working." Either of them, now that he thought about it.
"Not at all?"
Ben shook his head.

"Damn, looks like it's down to me then," and the winged robotic reptile transformed into the strange two-headed alien that Ben had been missing. But where Ben had seen this alien as orange, this one was encased in white metal. It was not like Astrodactyl's metal, this one seemed like a sleeker and more refined alteration. A third head, this one a red hologram, manifested between its shoulders. It flashed onto his back and a blue ring burned through space around the pair, and they were removed from the Fleshworld.

"Alright," the two heads spoke at once, "Get me up to speed here. Who are you?"

Nowhere

From one tower to another, Ben looked out over another empty world. This one full of blackened ruins and dead forests, the result of some apocalypse separate to the Flesh. Nothing moved, but a gentle breeze kept the world from total immobility. In the distance, just beyond the city, were a range of mountains upon which the crumbling remains of four faces were etched.

"Ben," He finally answered, "Ben Tennyson. I go by the hero name 'Ben 10'."
"Don't we all?" The three-headed alien responded. With blinding white light the transformation ended, and a chiselled looking human man stood in its place. Mostly well-kept brown hair and a carefully trimmed beard, with a monochrome outfit resembling the Omnitrix pattern. A dozen strange Omnitrix-like dials lined his left arm, with a few on his right shoulder as well. "But there's so many of us," he continued, "so I usually just go with 'Prodigy'."
"You're one of me?" Ben looked in amazement. He'd never imagined that he would grow old, and suddenly looking at the man made him uncomfortable.
"Of course. I look pretty good for 52 don't I?" he chuckled, "Is there anything I can call you when there's more than the one 'Ben' around?"
"Oh, yeah. I'm just... the other Ben."
"Other?" Prodigy responded, "Don't be so down on yourself. What about Unlimited Ben? That's the transformation style you used on Chromastone, right? Unlimited?"
"I don't like that," Ben responded solemnly, "Unlimiteds were Kev's thing."
"Kev? Like Kev 'Leven?"
"Yeah, this was his watch. Did you know him?"

Prodigy moved over to a lone-standing terminal. He tapped a few buttons and a pair of chairs emerged from the floor, equally out of place, in the centre of the room. He sat and invited Ben to join him.
"I did. We fought together more than once. You must be one of his other friends? What happened to him? What's your story?" A bottle of scotch, accompanied by two glasses, rose upon a metal desk beside the chairs and Prodigy poured himself a glass.
"What about you?" Ben interjected, eyeing his glass but refusing it, "You've only told me your name so far. What about-"
"All in time," Prodigy held a hand up, "Please, yourself first."
"Alright, well... This watch belonged to Kev 'Leven. But our universe was destroyed by the Flesh so he gave it to me. He's the one who built the Unlimited function. It was, like, his signature. There were a dozen alien heroes, even a few knock-off Omnitrixes, but only Kev was Unlimited. But I guess it's just me now."
"I knew Kev," Prodigy reiterated, "He was a frighteningly good fighter. Where is he now? What happened to him?"
"..."

"...He fought," Ben thought back to Kev's final moments- or at least what he'd seen of them, "to the bitter end, he fought."

---

"Emergency activation," Kev said as he extracted a strange green cylinder from the Omnitrix now on Ben's wrist, "Lifeboat protocol; full reset. Life ring five minus." Ben watched helplessly as Kev placed the capsule against his chest and slammed it deep into his ribs.

The last pair of humans in the universe burst into light. Kev 'Leven was transformed into a titan of green radiation as Ben was launched into the realm of a strange alien watcher. The last thing he saw of Kev was his Last Resort incinerating any Flesh that dared approach him. But the more Ben had learned of the Flesh, the more convinced he was that Kevin could not win that fight.

---

"So CDXI.411 has fallen?" Prodigy remarked, "And Kev used a projection transformation on himself? Interesting."
"I don't know what that means."
"It means he took an alien out of the watch to transform someone who wasn't wearing the device. But it also takes the full sample with it, meaning you don't have..." he awaited Ben's answer.
"Last Resort. Or Atom Smasher."
"Two names?"
"Unlimited and regular."
"I see. Ha. I couldn't get away with doing that. WAY too many aliens to keep track of as it is. But that sounds like Atomix to me."
"The alien he turned me into," Ben changed the subject, "the alien you turned into, who was that?"
"Oh you mean 4D2?" Prodigy leapt from his seat. A holographic display orbited him, surrounding him in a swarm of multi-coloured faces. There were hundreds at least. Ben caught a few of them; a green Wildvine, a purple Chromastone. He could've picked out a few more but the holograms were only there for a second as Prodigy reached out for one of the aliens almost as soon as it appeared.

He instantly became a yellow tripod with two grey faces, one on either shoulder. This was almost identical to the alien Ben had become- the alien he was missing. "Sentientsapien," Prodigy explained, "able to leap from one universe to another, provided someone or something in the target universe is observing him. Unless you can modify your aliens like I can. Ultimate, Neo, Omni-Spell, anything really. They all change how he moves through the Omniverse. Very useful alien, especially to me."
"Why is it called 4D2?" Ben asked.
"I... don't know. One of the other us-es named him," he flashed back to his human form, "the reference is lost on me. Something about dimensions maybe?"

"So what about you?" Ben turned the topic back to Prodigy, "What's your story? Is this your world?"
"It was not," Prodigy announced. He walked towards the balcony and looked longingly out over the desolate and devastated world. "This world was dead when I got here."
"The Flesh?"
"If the Flesh had found this place, there wouldn't be a world left to hide in," Prodigy turned and lent against the green glass railing, "But it's dead. Not a soul lives here that was born here. That's good enough for me. We're hidden here."
"And the watches?"
"Oh the watches?" the man suddenly seemed full of life as he presented his dial-ridden arm, "Like them? It's called the Culminatrix. It's made of nearly two dozen different watches. Each one gives me a new way to transform my aliens! Wanna see?"
Ben hesitated to answer, "Where did you get that many watches from?"

Prodigy looked to his feet to hide his dying smile, and looked back out over the concrete desert.
"Some were donated. Others rescued. That's how I found you- I was looking for the Omnitrix from that world. I didn't find it. Did you-?"
"No I didn't."
"Damn. Better hope they escaped then." Prodigy flexed his arm, "This device represents my fight against the Flesh. Every single one is a device denied to them. If they ever get their hands on even a single watch, they'd be unstoppable."
"I met an avatar once that wanted my Omnitrix," Ben recalled, "I cut him apart with a mining laser in space."
"Brutal!" Prodigy cheered.
"He said they'd never managed to get ahold of one before, despite how many of us they'd killed. Was that you?"
"...It was. It's a losing battle but it has to be fought."

"So is it just you?" Ben asked.
"Just me? Oh no, I just had to make sure you were trustworthy before I showed you the others. You never know when it comes to the Flesh. Speaking of; how do you get about the multiverse?"
"My Chrononavigator," Ben pulled the fobwatch back out from his pocket. "Well, not mine. Professor Paradox gave it to me. I kinda expect him to come back for it someday."
"Woah! A Chrononavigator? Is it authentic? Can I see it?"
"Yeah sure," Ben gave the watch to Prodigy.
"Congrats, you are now stranded in the middle of nothing, nowhere." Prodigy popped the watch open, seeing that it worked again now, then tossed it back and smiled, "I'm not the only one who has to be careful, Ben. That watch is your life. Much moreso than the Omnitrix. Treat it like it."
"Right," Ben murmured.
Prodigy pulled a glowing white cylinder out of what passed for the primary Omnitrix dial on his arm, "Besides, wanna see what real multiverse travel feels like?" and passed the bar to Ben. Ben, having seen this before, planted the capsule against his chest and pushed it inwards.

This time Ben was less confused by the strange perception of this transformation. Its two heads less disorienting. In fact, it felt not unlike Wildvine's shoulder-eyes. He looked down his body, yellow- not orange- this time.
"I couldn't control this alien last time," Ben admitted. Both faces spoke at once.
"Well consider last time practice," Prodigy assured him, "What do you feel?"
"I feel... Something watching me."
"Good, focus on that feeling. Pull it closer."

The Pondship

"Welcome back, Prodigy," the voice boomed outward from the very back of Ben's mind, but he was at least a little more prepared for it this time. He turned, cautiously, away from the wall of mirrors upon which now nothing more remained. Seeing the strange eyeball was less of a surprise this second time. The limb glistened red, as did its pupil. It looked to Ben, then back to Prodigy, "Alive this time?" It chuckled and receded into the ceiling overhead. The space behind it was bright and golden, and open for miles and miles. Despite this, Ben could still not see where the limb had descended from nor where it had retreated to. Ben tapped the dial on his chest and was instantly human again. He caught the capsule before it could fall and passed it back to its owner.

"Ha ha, don't mind the Murmur," Prodigy placed his hand on Ben's shoulder, and directed his gaze outwards with the other, "Welcome! To the Last Chance Oasis!"
Ben looked out, astounded, at the incredible craftsmanship that now surrounded the both of them. Walls of metal stretched so far into the sky that clouds formed beneath them, and met at a peak way above. The sunlight came from nowhere in particular and reflected beautifully off of the shifting canopy. A flock of Aerophibians shot overhead, dancing through the buildings before resting upon a bridge hanging over the gold-metal cityscape.
"What is this place?" Ben asked.
"It's a Pondship. That other universe was just a filter, I use it to keep this place hidden and safe. Here is the real deal!"
"Pondship?"
"Y'know? 'The place beyond the pond'?"
"Oh that thing between universes?"
"Well it's not a thing, but... Yes, this ship exists there! It's sorta like it's own little dimension. We have everything here! Everyone I've ever saved lives here! Fourty-two years of hard work. Fifty thousand people." Prodigy kneeled slightly and pulled Ben closer, "You and I are a lot alike, y'know? I built all this by myself." Ben held onto that thought. Imagine what they could do together. Ben had needed someone to show him the ropes, but Kev had sacrificed himself and he'd pushed Paradox away. Prodigy had a warmth to him. He wasn't just more experienced and accomplished than Ben. He was Ben.
"Wanna work together?" Prodigy smiled at Ben, and Ben smiled back.

"Ben Tennyson!" A gruff voice called out. Ben froze. Everyone on Earth knew that voice. How could they not? Earth's first reckoning with alien life- Vilgax the Conqueror. Ben and Prodigy both turned to see the Chimeran warlord- and company- approaching them.
"Ah. This is for me," said Prodigy.
"Vilgax! What's he doing in a place like this?" Ben stood defiant, and called out loud enough that the pair of approaching aliens could hear them.
"That's Amalgamax to you, child!" As Vilgax approached, Ben realised there was something wrong with him- something about his skin seemed off. The shape of his limbs was ever so un-Chimeran. His eyes slightly too expressive.
<< Vashool nir, >> the accompanying white-armoured Sotoraggian commented.
"And this," the so-called Amalgamax introduced, "is ZeroZero."
<< Shatul. >>
"Amalgamax and ZeroZero are the last survivors of my universe," Prodigy elaborated, "Amalgamax helped build the original Omnitrix-"
"And I miscalculated in my efforts to retrieve it." The Chimeran's voice croaked. His skin shimmered, and for a moment he looked more like Wildvine than Vilgax. Then Ben noticed the faint blue lace wings, had they always been there? They folded down and rested over Amalgamax's shoulders like a cloak. "The result was two-fold. The creation of Ben's empty Assimilatrix, and the corruption of myself with the watch's alien DNA."
"But!" Prodigy interjected, "It did make us both stronger in the end."
"Indeed."
<< Tel, vek-norro. >> The Sotoraggian was covered head-to-toe in brilliant white armour. It chittered and shifted as the alien expressed itself, as ZeroZero regarded Ben with his mask's four pink eyes. << Arrat bar SixSix nel SevenSeven. Poktool ZeroZero. >>
"Yeah, my watch doesn't translate that either," Prodigy explained as Ben turned to him, "ZeroZero is the apex of his race. The result of genetic experiments involving some of the best warriors Sotoragg has ever produced."
<< And we guard this Pondship from Flesh. >>
"Now I've gotta discuss some things with these two. Ben, I want you to go take a shower. No offence but you reek." Prodigy handed Ben a small metal capsule, "Ogre will find you a room. We'll talk later." Ben felt himself being pushed out of the conversation somewhat. His Omnitrix had recharged some time ago so he transformed into Jetray before his presence became unwelcome and took his leave.

Later

0GRE was a small AI, its face a red square projected out of the end of the capsule, and it had directed Ben toward one of the apartment towers. Its name was a play on 'overseer', the machine intelligence's role aboard the Last Chance Oasis. It had found Ben an empty apartment; well stocked with toiletries. The red square smiled brightly, taking pride in that fact. Jetray had gotten the two of them up the twenty stories in a heartbeat and Ben immediately went to shower, leaving the AI assistant in the bedroom.

Clean, for the first time in days. He wrapped the towel around his waist and opened the bathroom door, letting the steam pour out into the apartment as the cold air flooded back in. Before he escaped the room he caught a glimpse of himself in a full-length mirror. He was shorter than Prodigy, and had very little in the way of muscle mass. Yet his shoulders were broad and his beard- well, that was a shadow of his elder self's. Rugged, nasty, patchy, Ben returned to the Bathroom. Among the soaps and towels was a manual razor and shaving foam. He was a shambling, ugly figure. This was the least he could do to change that. It had been months since he had shaved and it had never occurred to him just how disgusting his facial hair was. He had always known he'd wanted to grow it out, if only because he didn't want to have to keep shaving every day of his life. And while Prodigy was proof that he could make it work, it clearly wasn't working.

Ben's face was lathered in white foam when he thought;
"Ogre," he called out to the AI lying on the bed beyond the doorway, "who were those people Prodigy was speaking to?"
"Information;" It spoke in a broken, almost pixelated, voice, "Amalgamax and ZeroZero."
"Amalgamax?" Ben grimaced as some of the foam got into his mouth. Speaking while shaving was a bad idea.
"Vilgax of Chimeria. Alias: Amalgamax." 0GRE answered, "Species: Chimera Sui Generis. Timeline of Origin: Information Withheld."
ZeroZero wasn't nearly as interesting, Ben was aware of the Sotoragg assassins of his own world but they were a footnote in history, "And how many Vilgaxes are there aboard this ship?"
"Information: Seven." Seven different echoes of that monstrous murderer, all of them apparently rescued and living peacefully in this haven beyond time. Ben smiled. That was impressive. Prodigy really was good at what he did.
"How many Bens are there onboard?" He put the razor against his neck and began shaving, clearing a path through the foam and cutting away the foul hair.
"Information: Two." His hand slipped. A streak of blood contrasted brightly against the bright white shaving foam.

He took a moment to observe that brilliant, vivid crimson stood behind him.
"And Ogre," he asked, "how many Esters are there in this city?"
"Information: Zero."
"I don't know, I'm seeing at least one."
"Hello again, Ben," the veins and muscles slowly fixed into place, that familiar image forming, but the voice was unmistakable.
"This place is supposed to be hidden." Ben put the blade against his cheek and continued shaving.
"It isn't," Ester answered plainly, "Sentientsapien corridors are very easy to follow. If you have the right equipment for it, anyway." A small silver disc emerged out of her palm like a bubble floating to the top of a puddle, and it flicked open. A Chrononavigator. Ben, who was watching her in the mirror, turned as soon as he saw it. "This isn't yours," she assured him.
"Where did you get that from?"
"You have more important things to worry about."

Ben considered his next question carefully, "Why are you here?" He continued shaving without the mirror.
"A few reasons. I'm sure you'll be happy to know I came here on my own."
"On your own? How does the Flesh come on its own?"
"The Fleshmind doesn't know I'm here."
Ben scoffed.
"And if that was too much for you to believe... I came here to forgive you, Ben."
"Forgive me?! Forgive me for what?!" Ester tried to respond, but Ben cut in before she could, "No- wait. I know what I did. I regret everything that I did. I regret that I pushed you to hate me and I regret how I hurt you. Especially the medical alcohol and the laser thing. But how could you forgive me for any of that? How am I worth forgiving?"
"Because. I've had time to think about myself and us. After today, Ben, I think we'll meet once more and that will be it. The world you held me back in no longer exists. The future, with or without you, will never come to pass. You were dumb and childish and I don't care anymore. I refuse to let you come with me into my new life- so this is me letting you go."
"But I haven't- I'm not better yet? I haven't fixed anything or-"
"And you never will. I don't want you to make things right. I want you gone."
"So you came here to throw me away?"
"More or less," Ester approached Ben carefully, "I'm moving on. I want you to move on too. Fight the Flesh, I don't care. But find happiness somewhere without me. Please never think of me or how you treated me again. Be better for someone else." Ben was speechless. "But there is something you should know."
"...About Prodigy?"
"You've already figured it out?"
"I'm not sure I believe it yet, but," Ben put his back to Ester and studied his chin in the reflection, "What would the Flesh need an Omnitrix for anyway? You can already shapeshift. You can assimilate any species of alien. So why was Tony Stark so obsessed with getting an Omnitrix?"
Ester smiled slightly, "I think he was interested in the Technology."
"Couldn't he have just asked an Azmuth?"
"They all hate him."
"Of course they do." Ben washed his face off, the cold water stinging the open cut. "But he still got the other mes. Prodigy didn't save them, but he did take their watches."

"They know."
Ben looked into the mirror as the last of the foam washed away from his now clean face. He hadn't cut his hair in months and, still wet from the shower, the curls drooped toward his shoulders. For only a split second he saw a woman's face staring back at him. But Ester had vanished and Ben turned on the spot to look for her.
"Ogre, where'd Ester go?" He moved into the bedroom.
"Incoming transmission," the assistant ignored him. The voice of Prodigy came through. Ben went to the window and looked out over the golden paradise. It did not feel as safe as Prodigy had promised.

The Control Centre

Prodigy had summoned Ben to the centre of the city, but Ben enjoyed the stroll at his leisure. The streets reminded him of Bellwood- his Bellwood, the Bellwood before the Flesh. The roads were car-less. Winding rails of energy hung overhead, carrying underslung monorails to and fro. All around him, Ben saw the alien inhabitants of the Oasis and recognised them encyclopedically. Pyronites and Tetramands and Galvans. Some of them Ben even recognised as individuals- Reinrassig III of the Highbreed, the Fulmini High Override, even the petty criminal Vulkanus. One or two of the aliens Ben passed he did not recall, although the watch did not scan them. As the golden pyramid came into view, Ben realised that none of the beings he had passed had been human. He hesitated before continuing on up the gilded staircase.

The glass doors slid open and Ben stepped into the frigid air inside. Within was a dark control room, illuminated by colourful text dancing across various monitors. Ben shivered. Several Protosts operated at computing stations, their gelatinous limbs winding and effortlessly utilising multiple devices at once. Atop a platform in the front of the room stood... Ben could not make out what it was. The busy thing glowed with the green circuitry of Upgrade, but had a bulky outline like Armodrillo. Its fingers subdivided into two dozen limber digits that worked away upon its console. Several warnings danced across the main monitor, that made up the entirety of the wall around which everything else was positioned to see.

One of the pink Protost engineers passed by, and Ben stopped it to ask;
"Is Prodigy around? I was supposed to meet him here."
"Up here, Ben." The unidentified alien spoke in a synthesised Armodrillo voice. Its arms hissed as they collapsed back into their typical form, and the alien leapt over the podium's railing. It slammed into the ground next to Ben and, with a white flash, became Prodigy.
"Don't your watches ever run out of power?" Ben asked.
"One at a time, maybe," Prodigy chuckled. "Besides if I ever get worried, I'll just use the lifeform lock."
"Right."
"You do know how to use the lifeform lock, right?"
"Why'd you bring me here?"
"Because," Prodigy directed Ben's gaze to the warnings on the monitor, "the computer thinks something came in after us." That wasn't what Ben meant.
"Such as?"
"Well, the odds aren't zero that it was Flesh."

Ben considered his options. He had grown sceptical of Prodigy- but that was no reason to burn down everything he had achieved. The Last Chance Oasis still housed thousands of innocent, potentially heroic, individuals whose lives were not disposable. And, for a moment, Ben felt sick. With every second he withheld the truth he risked the Flesh gaining a foothold here. How could he possibly dare to hold their lives hostage to mind games against a man who had only so far been an ideal for Ben?
"It is Flesh," Ben admitted, "an Avatar visited me in my room and vanished."
"When?"
"A few minutes ago, just before you called me."
"Goddammit," Prodigy swore. The entrance doors slid open as Amalgamax and ZeroZero arrived. Prodigy ran up to them. "You two, stay here with Ben. Damn it. I'm gonna practice my newest forms, see if I can find this Flesh." Prodigy brought up the holograms again. He grabbed one symbol in each hand and shifted into a strange Kineceleran. Wide, red-skinned, with protruding ribs- no, gills- lining its chest. White wings hung between its torso and arms, and it lacked the kinetic orbs that most Kincelerans wore on their feet. Like a strange mix between Jetray and Kev's Rush. It launched into the sky as soon as it had cleared the doorway.

The pair of alien allies descended into the control room and approached Ben.
"Report, Human." Amalgamax demanded.
"The Flesh got in-"
<< Pak! >> ZeroZero swore in disbelief.
"-and Prodigy has gone to find it." Ben finished.
"Impossible," the four-eyed Chimeran's skin grew red and bumpy, as if that of a Tetramand, "How could this happen? This ship is full of Anchors! There's no way the Flesh could penetrate here!"
Ben heard coughing from behind himself. He reached for the Omnitrix, he needed one of his smarter aliens, and dialled in Gutrot.
"Save your charge, Tennyson, you will need it."
"...Anchors make a universe stronger, harder to conquer, harder to invade by the Flesh," the purple-skinned alien thought hard and fast, making connections faster than Ben ever could on his own, "But we aren't in a universe right now. We're beyond the Pond- in the Absence, the Abscess. The rules of continuity do not apply." Gutrot watched as a new source of sputtering came from behind ZeroZero. The other two aliens ignored the noise, but Ben watched the Protost struggle.
"What are you saying?"
Gutrot walked past them and toward the sickly, quivering slime creature. Its pink body was breaking, its whole body covered in stretchmarks. "I'm saying the only thing keeping the Flesh out-" The Protost died, as quickly as that. Its body dissolved, oozing a deep red blood. "-was that they didn't know about this place."

<< Vel! Karr!! >> ZeroZero called out. Jet boosters in his back carried him into the air, as the Protosts all around began to splatter- reforming with a less amoebic musculature.
"Amalgamax!" Gutrot called out as he stepped away from the spilling blood, "Do you need to breath?"
A black metal cover formed over Amalgamax's mouth- similar to Gutrot's own- "Not anymore!"
"Good!" The valves covering Gutrot's body began to seep yellow gas. The new Flesh-creatures began to writhe and spit, but the ventilation carried the gas away long before it could kill them. Seeing this, Amalgamax turned to one of the command consoles and- his arms splitting into four light-blue tentacles- plunged into the computer. The terminal popped, smoking, and the background hum of fans working died out. Gutrot held his hands towards one of the masses of newly-forming muscle, fresh-born eyes emerging from beneath the protein strands, and he projected a torrent of chlorine gas towards the horrid creature. The Flesh reeled in agony, melting as fast as it could form.

The Protost mass suddenly ballooned, before exhaling and throwing the poisonous chemicals back toward Gutrot. Ben was unhurt by the chlorine gas, but took the point that gas at range was not effective. The creature inflated again. This time it gurgled, growing unevenly, and a vile yellow slime dribbled from its foul orifice. Gutrot took a step back, casually emitting a fine white powder into the air around him.

The creature splattered, popped like a balloon by a javelin of pink energy. Ben was coated in the bile, but the magnesium carbonate antacid cloud caused the mixture to fizzle harmlessly against his protective suit. ZeroZero descended beside him.
"Good shot."
<< Shatul. >>
Amalgamax ripped and tore into a pair of the Flesh monsters, with four arms ending in large black claws and burning them with red beams projected from his eyes. Other creatures approached him- he had their attention for now.

Ben turned to ZeroZero,
"We've got to stop this incursion," he urged.
<< Pak tair, >> the masked mercenary agreed, << Bosho Dok Narro? >> Gutrot took that as a question of 'how'.
"Simple," he answered, "We put this Pondship back into a universe so the rules of anchors apply."
ZeroZero nodded and burst back into the air, arcing over the melee below and planting himself atop the podium. He set about making it so- and the main screen flashed red. Huge warning letters in the Protost language protested against the action. He tried again. A second warning, overlayed over the first. The same warning. A third try, a third warning.
"Is there a manual override?"

---

"Take him there, ZeroZero! I will hold the control room!" Amalgamax ordered as he plunged his arms deep into another mass of viscera. He watched as the pair vanished down a hidden corridor, before returning to the carnage. Two of the former Protosts came together, their bodies becoming instantly intertwined and inseparable. The singular mass towered into the form of a giant human arm, and swung down onto Amalgamax. The Chimeran burned away at it with his laser vision but the hand's path was unchanged. It splattered down on him anyway, only for Amalgamax to pierce through the massive palm like a nail. He shook blood off of his sharp, shimmering diamond body.

The shapeshifting Chimeran looked about the carnage all around, as the mass began to pull away and reform. The two dozen staff members had all been subsumed- Amalgamax doubted any of them had even been aware it was happening. He was outnumbered but, with time on his side, not outgunned. But something caught his vision, something in the corner of the room. No, the window. Something moving, now watching, its strange silhouette motionless.

A winged body, an elongated but helmeted head, and long digitigrade legs.
"Prodigy!" Amalgamax growled.
Perhaps old grudges hadn't been settled after all.

---

ZeroZero slipped through a shielded door and, when Gutrot passed through, closed it. The Sotoraggian Mercenary lead the pair, but he was not running.
"So," Gutrot asked, "Prodigy, huh?"
<< Vel'urr. Krok Hiy Toloshni. >>
"Sorry, I don't speak Sotoragg."
<< Prodigy has earned his legacy. >>
"Oh," Ben was surprised to hear the alien now speak fluent, if crunchy, English, "well how'd you end up here?"
<< Prodigy saved my life. He rescued me from the death of our universe. >>
"And brought you here?"
<< Eventually, yes. >>
"Yeah the Pondship is pretty cool, I guess. Pretty Galvan sounding name, though, right? He says he built it?"
ZeroZero peered over his shoulder, watching Gutrot with the edge of his linear eyepieces. << I do not think he built it. >>
"Ah-hah! A crack in your trust!"
<< I trust him with my life. >>
"Because what other choice have you got?"

ZeroZero stopped abruptly.
<< Here. >>
A panel hissed out of the wall, folding out on mechanical arms, to reveal a hidden passage. Gutrot stepped forwards.
<< Stop. >> He held out his hands, physically preventing Ben from continuing. << Humans only. >>
Ben tapped the dial on his facemask and the green glow returned him to his boring, and mentally much more limiting, Human form. He had enjoyed being smarter for a while, it had given him time to mull over his thoughts about this place.
"Sure, but why?" he asked.
<< Genefield. Only Humans beyond this point. >> Ben could not see what point he was referring to.
"Alright, what happens if I transform while inside?"
The alien laughed, << You will melt. >>
Ben took his first steps beyond 'this point' and passed through what felt like a wall of totally invisible jelly. The air on the other side was no different to before, but the genefield had certainly made its presence known.

The security measures beyond this point were disturbingly light.
Ben stepped into an elevator, and the elevator took him down.
No passwords, no input. No tricks nor traps.

The narrow brass-metal tube opened its glass doors into a small room, its rounded walls lined with pipes. Through gaps Ben could see them lead into darkness overhead. The room itself was well lit, bright white light spilling out from three vertical tubes that orbited a central chamber. Behind what appeared to be a thick layer of glass was a glowing green sphere, a little larger than a marble, and Ben thought to himself;
Is it weird that I know what a Galvan brain looks like?

Beneath the grotesque display was a black screen. Green, blocky text typed itself upon it.
"LIFEFORM DETECTED. IDENTIFY."
Ben looked around the room. He was alone. There were no cameras of any kind, nor any microphones he could see.
"Who?" he asked aloud, "Me?"
"No." Each sentence appeared on a new line upon the console screen, "The one behind you." Ben jumped and brought his Omnitrix to bear, pressing the button to bring the dial up as he turned... But there was no one else in the room. He looked back to the screen. "Yes, you."
"I'm Ben," he answered honestly, "not the other one, though."
"I can tell. The other one would never call himself 'Ben' anymore."
"Who are you?"
"The only Galvan anyone ever knows."

Azmuth. First Thinker of the Galvan and the creator of the Omnitrix.
"What did he do to you?" He approached the glass, as if there were something he could do to help, but stopped himself from placing his hands against it.
"It takes a lot of brainpower to maintain a course outside of spacetime."
"Well now we need you to set a course back into spacetime."
"It's too late for that now."
"But-" Ben went to argue with the floating brain-in-a-jar, before realising he was right.
Each letter came one at a time: "THE FLESH IS ALREADY HERE."
"But there has to be something we can do, right?" Ben pleaded to the smartest person he knew he would ever meet, "There's always something."
"There was. But not now. I believe he wanted this to happen."
"Why?!" Ben shouted, then adjusted his tone, "Why would anyone want this?!"
"There are things even *I* do not know."
"Then... What now? Should I just leave?"
"YES. You Should."
"But I'd be leaving so many people to die, I can't do that."
"And that's why you will never be him."
"Then where do I start?"
"With me." The text stopped, as the brain struggled to type the next statement, "Invert the field."
"The genefield? But what will that do?" Ben realised the brain was not being held behind glass, and daren't touch it to find out, "Oh, your genefield?"
"Yes."
"And that will kill you?"
"Yes."

The Flesh was already here. This place was not protected against them, and so Ben would fight an uphill battle trying to remove them. But, he reasoned, If the Pondship has no brain, maybe it will be destroyed by the Absence?
A small keyboard emerged from the plinth and positioned itself beneath the console. White text appeared upon the screen this time, with a blinking cursor beneath.
"COMPUTER HAS PROPOSED M.A.D. PROTOCOL. PROCEED? Y/N"
Ben typed; "Y" and pressed 'enter'. A small box with a green face upon it, stylised like the hourglass of the Omnitrix, emerged next to the keyboard. A fingerprint scanner.
"PLEASE CONFIRM"
There was only one person in the Oasis who could perform this procedure, Prodigy had made sure of that. Ben put his thumb against the scanner.
"T H A N K" the letters came slowly, one by one, "Y O U ."
"GENEFIELD DISABLED"

Ben stepped back from the console as the transparent shield fizzled away, and the green orb cracked and dripped red blood onto the metal beneath. Ben recoiled as some of the blood splashed onto his shoe, before looking up and realising it had seeped in through the ceiling. The console began to spit out errors faster than Ben could read them, pushing Azmuth's last words well off-screen. The errors stopped after two seconds and a hundred messages, clearing the screen such that only one message remained:
"FAILURE CASCADE IN PROGRESS"
Everything shuddered and creaked as the ship itself began to die. But something else groaned up above, something with a voice, and Ben refused to stay long enough to find out what. He went to the elevator. As he did, gravity shifted. He fell forwards onto the closed glass doors. The elevator itself creaked then snapped, and fell out of view into the darkness of the Pondship's bowels. Ben banged against the glass in futile panic as it became his new floor.

Red limbs reached in through the now-horizontal ceiling. Unwilling to fight the Flesh here, Ben pulled the doors open and climbed into the narrow shaft. He pulled the door closed behind him and heard it seal as a huge mass of single-minded meat pushed its way into the chamber. Ben looked at the horrid thing, as it heaved and writhed. Was the human genefield still working? Did it ever work?

The mass began to contract, its outermost layers congealing into a thick peach gel. Almost like a crust, or a shell, a foot thick. It pulled itself together, compacting itself beneath its own shell. Squishing and crushing with vile audible squelches that shivered down Ben's spine. It didn't stop crushing itself until it was a fraction of its former size, until surely all that remained was the thick armour all the way through, and it appeared as a naked human. A little taller than Ben, with no hair, ears, or mouth. The light from the pillars shone through it, glistening through the translucent creature as if it were entirely skin. It dug its fingers into the mesh metal floor, and climbed toward the terminal. Ben watched as its eyes distended just beyond its face to study the console. It began to tap, unintelligently, on the screen before discovering the keyboard.

Ben realised it was learning, and might eventually discover the controls to the genefields. He did not want to melt, and scrambled 'upward' through the overturned elevator shaft. The monster's eyes followed him as it noticed the noise.

After five minutes, Ben's arms and legs grew tired. Crawling was not easy after the first thirty seconds or so.
After ten minutes a deafening silence prevailed as the city's engines failed. He was prompted to speed up as he heard something moving behind him.
After twelve minutes he saw the light ahead. Zerozero would not be waiting for him, but at least he could rejoin the fight there. But Ben's limbs were weak. He had exerted himself and was tired, only made worse as Ben had forgotten the last time he had slept.

Eighteen hours ago, at least. Before the gladiatorial ship, before the Flesh world, and before Prodigy.

He was at the point of collapse.

The thing behind him dragged itself closer and closer.

Ben could hear it heaving, and could feel the air growing warm and damp as it breathed.

The space was not so cramped that Ben could not turn enough to see it behind him, though he could not turn all the way, but he refused to look anyway. He was tired, he was scared, he was alone. Something, slowly, wrapped around his leg. Toying with him, groping him. Death was behind him and he wasn't fast enough. He wasn't strong enough.
He would die here, so close to the finish line.

-Until Human hands pulled the glass doors at the end of the tunnel open.
"Ben!" that familiar, deep voice called out, "Are you down here?"
"Help..." Ben's voice was weak, his chest tight.
"Ben!" Prodigy peered down the elevator shaft. After everything, Prodigy had come back to rescue him. In spite of everything Ben had grown to suspect, the hero at the edge of the Omniverse really was a hero after all. He really was trying to save everyone, Ben included. A strange pressure pressed against Ben's legs, as a sickly sensation of heat followed, and the feeling of teeth pressing against his back. Prodigy extended his arm, "Give me the watch!"
Ben held out his free arm, his right arm, reaching to be pulled out by this perfect hero- this beautiful future Ben could aspire to. Prodigy swiped it away.
"There's no time for that! Give me the watch! Now!"

Instantly, Ben's mind snapped back to reality. All the panic, the fear, the relief, replaced with steadfast determination. He was going to live.
With a white flash Prodigy transformed, and grasping vines extended down the shaft. Ben pulled his arm back and reached for the Omnitrix, almost submerged beneath Flesh now. He held down the activation button, calling up the handle that accessed the Unlimited transformations. Almost without looking, he ripped the handle around the central core. Even the Flesh submitted to the blinding light, pulling away as Ben transformed. Prodigy's outstretched feeling fingers found their mark, touching, learning, trying to understand what they were touching before being snapped between an immense set of jaws. Prodigy screamed. He tried to pull his arm away, but only managed to pull Ben with it. Ben felt for his back with his boneless arms, finding the rows of large black seeds that grew there and crushed them. The chamber filled with a dusty white gas and the writhing mass reeled and choked.

Unlimited Wildvine erupted out of the shaft, smashing the glass doors apart. The flytrap about his head pulled open to reveal the slobbering, hungry monster within. Ben stared down at the almost terrified mirror of himself- Prodigy's own perfectly normal Wildvine. Prodigy scrambled off of the floor and carefully backed away as the carnivorous pentrapod leered toward him.

Wildvine did not change physically when he became Unlimited. He was one of a number of aliens, Quadsmack and Humungoraptor as other examples, who did not outwardly appear any different. The change was physiological; chemical. Serotonin flooded through his almost-animal nervous system, and Unlimited Wildvine became a savage, hungry force of nature. His empty stomach growled, and his mouth slavered.

Prodigy smiled deviously; "I think I'll like those Unlimiteds very much. Come on now, we're both fighting the same fight here."
"I don't know what the hell you think you're going to accomplish, but you don't fool me!"
"I don't need to fool you. I just need your watch!"
Ben lunged for Prodigy, who dodged out of the way. But Wildvine had five long legs, and Prodigy didn't move fast enough for Ben not to grab onto him and pull him back down. The number of legs should've provided solid footing, but Unlimited Wildvine was too fierce- too strong to be stopped.

Every part of Ben's journey today, since meeting Astrodactyl, had been orchestrated to lead him toward this moment. Prodigy couldn't take the watch in the Flesh world, it was too dangerous. He brought Ben to another world to learn about him, and to gain his trust. Then brought him to the Last Chance Oasis to make them feel like allies, like friends. Were the other two in on it? Was that why Prodigy had sent Ben away? Or did Prodigy let the Flesh in while he was gone? Were the other two even alive?

Prodigy burst into flames, his body covered in black rock, and it forced Ben away.
"Like it?" the strange cycloptic Pyronite asked, "Biomnitrix fusions. My newest technique." The monster was Wildvine with the skin of Heatblast.
"Who'd you kill to get this one?" Wildvine spat, covering his central eye with his hand.
"Just another Ben. This one had a son!" Prodigy laughed, but was cut off as Unlimited Wildvine tore for his throat. Ben forced him to the ground and pulled one of the seeds from his back. If it could make the Flesh choke, maybe it could make a fire choke. The heat intensified and Ben felt himself being burned badly. He shoved the seed pod into Prodigy's mouth, popping it against the fusion's rock teeth. White smoke clouded the room and Unlimited Wildvine jumped back to get clear of the cloud. It was perhaps not the smartest tactical choice, but Unlimited Wildvine was not used for his brains.

Hacking and spurting, Prodigy struggled to breath within the dust. Seeing movement, Ben dived back in. He grabbed Prodigy's head and descended upon it with his jaw- only to bite into something pudgy. Spongy, even. He tried to tear away.
"Gahhh!" Prodigy gritted his teeth, "That's not gonna get through Atrocian skin y'know!" Ben paused his ferocious attack for a moment, to see what he was biting. Prodigy had transformed again, this time into an Atrocian. A small yellow humanoid. Two feet tall and just as wide. A fat and ugly thing. Kev called his version Spud, but Ben had never given any thought as to what he would call it. He kept it in his mouth, biting down to hurt it as he scurried back to the glass elevator shaft. To him, this alien was just the worst that the Omnitrix had to offer.
"Hey wait!" Prodigy panicked as he realised what Ben was doing. Ben grabbed the alien out of his mouth and bowled it down the sideways tunnel.

He tapped the inverted white Omnitrix dial on his chest and reverted to his human form. That much would not kill Prodigy, Ben knew that, so he needed to preserve the power in his watch for their next encounter. Wildvine's rage quickly subsided. The violence unsettled him, yet he did not regret any of it this time. He abandoned the room and began making his way back to the control space where he had left Amalgamax. He was still exhausted, his legs hurt, and every few dozen metres he had to stop while the pain in his calves faded. However long he had to escape, it had to be long enough.

---

Ben stepped out onto the open ceiling of the control room. It was totally clean. No blood nor Flesh, nor any sign of the Protost that had worked there previously. Amalgamax and ZeroZero were gone too. The computers now above him still blared their alarms and warnings, but only silence otherwise.

The quiet, the restfulness of everything beyond the golden pyramid, was disturbing. Ben struggled to climb the steep ceiling incline up to the doorway, but when he did he could see the calm for himself. The streets were clouded with fog. Even still there was little evidence of struggle. The streets above and distant sky below. The pondship continued to groan loudly, like thunder. It was dying.
Was anyone even left to save?
Had they abandoned ship?
Had they been rescued?
Or had the Flesh cleared out the Oasis that quickly?
Whatever the answer was, he didn't have time to wait for Prodigy to find him again. He brought out the Chrononavigator and, choosing randomly, left the Last Chance Oasis forever.

Epilogue

The calm and quiet followed Ben into the dark space, but a gentle breeze kept the world from total lifelessness.

And suddenly the black stone all around snapped into place in Ben's mind and he knew where he was. Miles out from the balcony, beyond the dead city and petrified forests, lay the ruined remains of Mount Rushmore. A sight he had seen just hours before.

"We're done-" the snarling voice of 4D2 came from behind Ben, but he didn't turn to see which variant Prodigy had arrived as, "-when I say we're done!"

Suddenly Ben leapt over the glass balcony and plummeted to the streets below. Jetray would save him, and he had only seconds to make the selection before- before a strange wind yanked him horizontally and his hand slipped away from the dial. He felt motion sick. His body was dragged around the buildings and through the streets. He looked up and saw Prodigy surfing upon a stream of air, his body that of a huge turtle-like creature with grey skin and pink eyes. Some Andromedean species Ben barely recognised, perverted by the Culminatrix and twisted with magics. The air itself moulded to his will.

Blunt force winded Ben, shattered glass everywhere as he slammed through a window and into a wall within one of the towers. His back hurt, his arms hurt, his legs hurt. Beyond tired, his body screamed for rest. A suction pulled dust and loose debris toward the far wall, before a powerful vortex pulled the wall itself away. Ben was only dragged a foot or so forward before the spinning fan-like alien stopped its assault, the hole now big enough for it to land within the building.

"Those Unlimiteds are strong, even in your hands," the rocky turtle remarked, "Imagine how strong I could be with them."
Ben stood up carefully. "We could've worked together. We could've been strong!"
"Oh, and your aliens... With every new watch, I get a few more aliens. Yours... Yours will be everything I always wanted."
"If you wanted a horse and a catperson that badly-" Ben went to mock him, but lost the energy, "Fine. I'm tired anyway."
"What?" Prodigy took a step back, almost slipping off of the ledge, as Ben approached him.
"Have it. I just keep messing up anyway." Ben went to approach Prodigy. The strange reptilian face smiled as he got closer, holding out the watch for Prodigy to grab. But as soon as he got close enough Ben slammed the dial. He spun on his forelegs even before the light faded and kicked Prodigy off the edge of the building with his powerful hind legs. Kickback lived up to his name, but didn't waste any time seeing if gravity would finish his enemy off. Ben charged through the building and crashed through the window on the far side, this time under his own power, and landed on the roof of a much smaller building. The Earth Pony's sturdy legs gave him much needed strength and durability, allowing him to survive the falls needed to gradually make it to street level as he ran.

Helicopter blades span overhead- Prodigy catching up. Even as Ben neared the edge of the urban sprawl he was pursued. The alien reptile had retreated into its shell, its limbs becoming a powerful turbine. It flew over Kickback before a powerful shunt of air pinned him down. With a flash Ben returned to his human form and Prodigy slowly hovered to the ground. This was it. This was the final showdown.

"All this... All of this was to get me what I want."
"You let the Flesh in, didn't you?"
Prodigy smirked, "What gave you that idea?"
"If you wanted to fight me for this watch you could've done it when we first met. But you wanted me to give it to you."
"And now I'm gonna take it from you." Prodigy flashed into a bright white light, and shrank into an unimpressive humanoid form. White skinned, childish in appearance, with beady green eyes and black fins on its head. Splixsons were a friendly race, one Ben had always hoped to meet in person, but Prodigy's cruel grin ensured he still looked malicious even like this.

Slowly, the Splixson divided itself. Each new copy walked out of the previous- intent on ensuring Ben saw each one. There must've been nearly thirty of them by the time they stopped moving, but Ben kept his gaze solely on the original.
"Here's a little technique I learned, Other Ben," Ben kept his gaze on the original Splixson, but the one speaking was behind him, "something Ditto is especially good for. After all, why choose one style to kill you with when I can go All Out?" On command each of the clones slammed their palms against the Culminatrix dials on their chests. Purple light, green light, red light and blue. They were no longer clones. But they were still Ben, and they were showboating.

Ben brought up the selection dial on the Unlimited Omnitrix as Prodigy enjoyed his moment of triumph.

"Ultimate Ditto!" announced a hulking clone, with six fins either side of its four-eyed face and a gorilla like posture.
"Omni-Metal Ditto!" a silver-skinned clone called out.
"Omni-Enhanced Ditto!" clad in greyish rock. Voids where its sensor nodes should be, electricity arcing between the gaps.
"Omni-Naut Ditto!" As if dressed in a futuristic space suit, it hovered on jet boosters in its feet.

Perhaps Jetray's neuroshock blasts would be effective, after all Splixsons shared pain between one another. But it was a fight Jetray would lose, especially against the armoured clones. Buzzshock was similarly viable, but at least one of the Dittos seemed to be made of electricity and he didn't like those odds. One of the Equestrian forms might be effective, but he needed something stronger than magic right now.

"Omni-Spell Ditto!" as if on cue, a form made of the brown rock of the Ledgerdomain.
"Ditto Ditto!" Its voice slightly robotic, it resembled the Sonorosian form Treblemaker.
"ULTRAMAX DITTO!" Five times as large as anything else there, red spines jutted from its head and shoulders.

Ben turned to the Unlimited forms. Anything he hadn't used already was a gamble. That excluded ChamAlien, Armodrillo, and Gutrot. Buzzshock once again seemed like a promising option. Heatblast might be a deterrent, but only to the clones with exposed skin and that was seeming like a vanishingly smaller number as they announced themselves. Chromastone might suffice but would likely be overpowered if he even lasted long enough. Wildvine was out, and Diamondhead was far too much of a risk. That left-

That left the alien he had been screwed over by from the last monstrous counterpart Ben had met. Unlimited, it might just work. Ben ripped the handle around.

"Primal Di--" an eyeless clone with a hundred whiskers paused as its face twitched. The whole crowd regarded Ben's glowing green figure.
"Come get me," Unlimited Upgrade posed his challenge.
"Get him!" Ultramax Ditto commanded and a dozen of the clones dogpilled Upgrade. The giant Splixson laughed uproariously as the Mechamorph was buried, "That wasn't smart Ben! There's nothing to upgrade out here!"

But that wasn't true. Flashes of light poked through the dogpile, and the pile caved in. The more typical Ditto variants phased through Unlimited Upgrade's holographic body. Those that didn't, he had simply deactivated. He held aloft a bright white Splixson- this one supposedly representing its homeworld of Hathor somehow- by the Culminatrix dial on its chest. The Splixson struggled, bashing Upgrade's liquid light arm to no avail- though at least its punches were landing. Upgrade squeezed the dial and the Splixson returned to a more typical colour pallet. Then, as if magnetised, it flew out from Upgrade's grip. It collided with Omni-Naut Ditto, who had remained in the outer circle, and vanished in red light. The Omni-Naut looked around, confused.
"What was it you said?" Upgrade chose to address the Ultramax as the target of his rhetorical question; "One at a time?"
The clones that had made up the dogpile began to right themselves and backed away, slowly, but Unlimited Upgrade grabbed one before it could run. He held it by the Culminatrix- the only technology on the feral, almost melting, clone- and sent it flying back to the others. Like the last, it vanished.
"I'm going to time out your watches one at a time."

Kev's equivalent of Ditto was an alien named Many-Mes. A favourite among fans, popularised by the cartoon series and its oft-comedic uses. Many-Mes was far from being a strong alien. Even like this, the multitude of various Dittos surely shared some of the same weaknesses. Chief among them was that Splixsons are not psychic- they share pain and personalities and nothing more. As a survival mechanism, they immediately regain the memories of any clone they merge with but- and this much was a gamble- Prodigy seemed much too angry to be paying attention to that.

That he didn't seem to learn was proof enough of this.

Ultimate Ditto charged for Upgrade alone. His huge distended claw arms, ideal for cutting through the earth, swung for Ben. Ben dodged, not that he needed to, goading the evolved alien closer and closer. He swung, and swung, and swung until Ben was close enough. He simply swiped his holographic arm through Ultimate Ditto's body, catching the watch as he did, and the clone flew back into the crowd and vanished. While Ben was distracted a huge fist came down upon him. Clouded by dust, the Ultramax laughed at his accomplishment. Upgrade climbed through the fist easily and began running up its arm. He almost made it to the titan's chest before something impacted with him and dragged him into the air. Omni-Naut Ditto, its face obscured behind an opaque hourglass mask. He probably thought he was being clever. Upgrade melted into the clone's advanced space suit- and dragged him back through the air toward the others.

Pink obstacles appeared in the air around them and Unlimited Upgrade struggled to force the Omni-Naut to dodge them. Bright magenta, each one was an unintelligent hologram of Ditto, summoned by something on the ground below. Ben saw the stone Ditto below glow with each new minion it summoned, and he dived for it. Empowering the Omni-Naut's jet boosters, shattering each obstacle the Omni-Spell clone tried to put in his way. The target turned to run away but it was too late. Upgrade banished the Omni-Naut and it flew straight for the closest Ditto- the one running- and carried Ben with it. The two clones merged together, and Upgrade tackled the magician and cancelled its form too.

Three clones, each fused with Sonorosian DNA, surrounded Upgrade. They screeched, encasing Upgrade in a sonic net that would incapacitate a lesser foe. But they were not as strong as a regular Sonorosian and Ben was determined not to be bested. He pierced two of them in quick succession with optic lances- lasers that shattered their fragile forms into soundwaves. The sound attack ceased as Ditto Ditto realised it had been bested. A bright green Splixson, itself a light form like Upgrade, went to tackle Ben. He picked it up and tossed it at the fusion clone, knocking them both down, then ran over and timed them both out. They flew past and towards the Ultramax fast approaching.

Unlimited Upgrade fired another optic beam at the giant- blinding it. It stumbled and tripped but before Ben could capitalise he was tackled by two savage and hideous, snarling things. Neither seemed to have realised he was made of light. Ben grabbed the first by the Culminatrix. Growling, thrashing, pudgy and covered in fur. It looked almost like a bear and it certainly raged like one, savage and bloodthirsty. He banished it. The second jumped upright and turned to strike Upgrade. Blind, with two dozen whiskers and no sensory nodes, Ben reached to put it out of its misery but as he did the Culminatrix dial moved, carried away by an arm emerging from the monsters flesh. With three arms now the creature swung again. Ben stretched his liquid body to grab the dial on the back of Ditto's new palm, only for new fingers to stretch backwards around the dial and carry it away again. Four arms now.

The lone fighter was tackled, successfully, by an unseen assailant and he suddenly became aware of a huge technological presence. It wailed down upon him, face concealed by black glass, and put Ben on the back foot. This one was made of a thousand different tiny machines. Each time its fists connected, Ben became a little bit more connected to the network making up its armour. Finally he had enough sway over the nanotechnology mainframe and he froze the Splixson in place and went for the Culminatrix. As he did he lifted the clone overhead and slammed down into the multi-armed monster, incapacitating the both of them. He reached through and cancelled both forms.

The Humongous Ultramax Ditto stared at Ben, hatefully, as he lay on all fours. There was a moment of quiet.
"Give up yet?" Ben asked- enraging the giant who lashed out, crawling pathetically toward the Mechamorph as he swung. Ben rushed forwards, through the swinging arms and underneath the titan. He reached up and tapped the giant Culminatrix dial, then dodged out of the way as the transformation failed. Bright red light illuminated the blackened, ruined roads around them. Prodigy kneeled there before Unlimited Upgrade, every single Omnitrix dial on his body shone crimson. Victory.

"You know, it's a good thing that that electric looking one was part of that dogpile," Upgrade taunted him, "cos I think he woulda had me beat."
"Kill me," Prodigy smirked and chuckled, "and take the damn watch."
Ben approached him, placing his hand on Prodigy's dial-ridden right shoulder. "That's the difference between you and me, Prodigy. I'm not gonna take your watches or your life." Unlimited Upgrade pulled his hand away from his enemy, dragging a cylinder of energy out of the Culminatrix as he did. "You're gonna stay right here and live with what you've done."

Prodigy's face had sunk to the ground. His pride wounded, his options exhausted. But he looked up at his opponent. Ben placed the cylinder against the Unlimited Omnitrix dial in his chest.
"Wait," Prodigy's hate dropped out from under him as he realised what Ben was doing, "WAIT NO!"
Ben slammed the cylinder into his own watch.
"DNA sample accepted," Kev's synthesised voice spoke, "Sentientsapien transformation now available." Ben exploded into green light.
"PLEASE DON'T!" Prodigy scrambled toward the yellow tripedal alien before him, totally panicked, as the Other Ben vanished and left him trapped in this dead, lifeless world.

---

Ben watched his older counterpart scream and sob into the dust, through the perspective of Prodigy's own eyes. It was the only shard in this hall of mirrors with anything upon it. He turned away from the sorry sight, at the eyeball hanging behind him.
"Hello again, Benjamin."
The Omnitrix screamed, beaming solid red rather than its usual flashing, as it powered down at long last.
"Hey," the Human addressed the strange hanging creature as if they were old friends. "Mind if I stay here for a while?"

The two had met once before, what felt like a lifetime ago. Three days ago, if that, but a lifetime all the same.

"Rest as long as you need, my friend," the voice, almost soft and ethereal, invaded Ben's thoughts.
"Thank you," Ben collapsed against the mirrors. They twisted out of place under his weight, breaking his fall as he slowly hit the floor.

"He killed my brother, you know?"
"The red one?" Ben had no energy, and did not look up to speak, "In the Oasis?"
"Yes. He was promised refuge. I watched as the Flesh tore him apart."
"I'm sorry to hear that." He closed his eyes in safe company, and the two spoke at length. About what they had seen, about what they were and what their lives were like. For the first time in weeks, Ben felt truly welcome. For the first time in days, he was safe. He was at peace.

Ben 10: Beyond Bellwood
Previous Episode The Other Ben Current Episode Prodigy Next Episode It's Always Sunny In Fillydelphia

Characters

• Merlinisapien Customer (flashback)
• Ben Tennyson
• Kev 'Leven (flashback)
• Grey Murmur
• Red Murmur (off-screen death)
• Amalgamax
• ZeroZero
• 0GRE (off-screen death)
• Reinrassig III (cameo, off-screen death)
• High Override (cameo, off-screen death)
• Vulkanus (cameo, off-screen death)
• Protost Engineers (death)
• Azmuth Brain (death)

Villains

• The Flesh
  • Feeder Mats
  • Scabs
  • Flesh Bodies
  • Ester
  • Protost Blisters
  • Flesh Monstrosity
• Prodigy

Aliens used

By Ben

• Wildvine
• Chromastone (goes Unlimited)
• Unlimited Chromastone (debut)
• 4D2 (x3, first time was cameo via flashback, second time via projection transformation)
• Jetray
• Gutrot
• Unlimited Wildvine (debut)
• Kickback
• Unlimited Upgrade

By Prodigy

• Astrodactyl (first appearance in Beyond Bellwood, goes Omni-Naut)
• Omni-Naut Astrodactyl (first appearance in Beyond Bellwood)
• 4D2 Neo (x2, first appearance in Beyond Bellwood)
• 4D2
• Mechamorphic Armodrillo (first appearance in Beyond Bellwood)
• XLRay (debut usage)
• Wildvine
• Heatvine (debut usage)
• The Worst (first appearance in Beyond Bellwood)
• Omni-Spell Terraspin
• Ditto (first appearance in Beyond Bellwood)
• All-Out Ditto (first appearance in Beyond Bellwood)
  • Ultimate Ditto
  • Omni-Metallic Ditto
  • Omni-Enhanced Ditto
  • Omni-Naut Ditto
  • Omni-Spell Ditto
  • Ditto Ditto
  • Ultramax Ditto
  • Primal Ditto
  • Hathian Ditto
  • Compound Ditto
  • Out-of-the-Omnitrix Ditto
  • Ditto Ursa
  • Mimi-Kix Ditto
  • Unmentioned Ditto Clones
    • Ditto Neo

By Kev 'Leven

• Last Resort (via Flashback)

As Amalgamax Component

• Wildvine
• Stinkfly
• Big Chill
• Four Arms
• Gutrot
• AmpFibian
• Rath
• Diamondhead

Aliens Acquired

• 4D2 (stolen from Culminatrix)

Universes

Dead Universe

A sickening place left to rot in the wake of a successful Flesh conquest. The bodies and avatars have moved on, leaving behind the mindless organs of the Flesh to consume and digest and integrate. Concrete and glass and sunlight and stars themselves- all is to be consumed and recycled. All is to become Flesh.

This universe was once known as Earth-775775.

Refuge World

A dead universe taken as a safehouse by Prodigy. Once home to a version of Ben 10,000, this universe was destroyed long ago and rendered lifeless. It had never seen the Flesh, however, and is unknown to them. Ben and Prodigy arrive into a version of the Omnitrix Tower, centre of Omnitrix City in South Dakota, with Mount Rushmore in sight.

This universe was once known as Earth-COR.111215.

Last Chance Oasis

A Pondship, acting as its own realm safely nestled between universes, created by Prodigy using Chronosapien technology and Galvan brains. As all Pondships, the Last Chance Oasis sits outside of time and space and is unaffected by the universes surrounding them. Tiny and unanchored, it should be invisible to the Flesh.

Murmur Space

The parasite plane of the Murmur. The first extraplanar space that Ben had visited when he was given the Unlimited Omnitrix, and the first place that 4D2 had taken him.

Trivia

• The Fleshworld, and its aesthetic, are similar to and accidentally inspired by the Red Weed from The War of the Worlds.
• Unlimited Chromastone's scene was originally conceptualised with Unlimited Gutrot in his place, rescued by Prodigy's Molestache.
• Prodigy uses or references the following gimmicks, in order;
  • Ultimate Evolutions - A canon form of combat evolution.
  • Alien Worlds - Mentioned in the form of 'Petropian Chromastone', these aliens take on crystalline appearances and channel the power of their homeworlds.
  • Omni-Nauts - Space Suit Forms built into certain Omnitrix devices as a protective measure.
  • Neo Forms - Teched-out aliens from the future.
  • Projection Transformations - Removing an alien from the Omnitrix, ideally temporarily, in order to transform someone else.
  • Omni-Spell Forms - Magic-enhanced aliens that draw power from the Ledgerdomain.
  • Mechamorphic Upgrades - Exclusively used alongside mechanical and biomechanical aliens, Mechamorphic forms alter and improve a transformation.
  • Lifeform Lock - Permanent transformations, until the lock is removed.
  • Fusion Aliens - The direct mingling of two alien DNA samples to create an alien that makes the best of both.
  • All-Out Spectacle - The Culminatrix's signature technique, and one only possible with such a device. Every transformation style is used at once.
  • Omni-Metallic Aliens - Organic aliens have their meat replaced with living metal.
  • Omni-Enhanced Forms - A form of hostile fusion where aliens are encased in Fulmini Armour
  • Ultramax Aliens - Infused with the essence of the To'kustar, these aliens are massively oversized and proportionally stronger to boot.
  • Primal Evolutions - The alien's evolution is dialled back, calling on abandoned genetic pathways to create the ancient and unrefined primordial ancestors of the species.
  • Compound Evolutions - Aliens evolved into themselves in a cruel and vile mismanagement of DNA.
  • Out-of-the-Omnitrix Aliens - Holographic alien forms made of pure Omnitrix energy.
  • Ursa Aliens - Bear-like variants of aliens from a universe with an Ursine baseline rather than a Hominid baseline.
  • Mimi-Kix Armours - Aliens encased in nanotechnology armours courtesy of the Technomimi.
• Although the point of the All-Out Spectacle is to use every transformation style, not every style is compatible with Ditto. Mechamorphic Upgrades, for example, can only be applied to mechanical or technological aliens. Since styles cannot be doubled-down on, Ditto is not able to use this technique.
• Prodigy does not call them gimmicks, he calls them styles and techniques.
• The Pondship's design is based on The Crucible, albeit much much smaller.
• This episode was one of the core inspirations to begin- and continue- writing Beyond Bellwood.
• This story underwent numerous severe revisions to its plot during development.
• This episode completes a running gag that started with Death in the Everfree- Bear aliens.
  • In Death in the Everfree, Fluttershy asked if Ben could transform into a bear. He could not.
  • In Children of the Flesh, Tony Stark made reference to Bear Tennyson.
  • Finally, in Prodigy the titular Prodigy uses Ditto Ursa, one of Bear Tennyson's aliens. Thus, Ben could in fact turn into a bear.

---

By the way, here's a fun afterthought for you:
In Life and Flesh, Kev removes the Unlimited form of what would've been Atomix and in doing so removes access to Atomix forever. At the end of this episode, Ben took 4D2 from Prodigy. What if Ben had taken one of the modified forms of 4D2, one that the Unlimited Omnitrix cannot produce? Sure, he could've temporarily turned into (for example) Ultimate 4D2, but would the Omnitrix be able to sample that as it did regular 4D2? Would it reject or possibly even destroy the sample? Would it be able to reverse engineer the sample to create base 4D2 then jettison the modified sample?