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Season 1, Episode 1
Air date 10/10/17
Written by CaT
Episode Guide
Time Trials

Re:Start is the first episode of Ben 10: Milky Way Race.


Far away from Earth
Some months after Omniverse

[???]: “Ben, wait!”

Ben ran through the streets of a massive alien city, Rook running some ways behind him. The buildings of the city were large and geometric, having evidently been carved out of tan rock thousands of years ago; at least. Ben rounded a corner into a marketplace lined with vendors of every sort, the majority of which were currently in ruins. A large, robotic, crab-like alien rampaged through the market and blasting apart carts with a laser embedded into its enlarged right claw.

[Ben]: “Kraab!”

[Kraab]: (Turns to look at Ben) “Took you long enough to get here. I knew if I caused a disturbance, you would show up eventually.”

[Ben]: “If you call that a disturbance, just wait until I kick your sorry butt into orbit!”

Rook finally caught up to Ben as he pulled up the Omnitrix and opened the core.

[Rook]: “Ben, I would not recommend engaging Kraab in a highly-populated area such as this!”

[Ben]: "Didn't you say the Plumbers evacuated everyone?"

[Rook]: "Yes, but the population will still need infrastructure to come home to after Kraab is dealt with."

[Ben]: (Scoffs) “Come on Rook, I got this. I’ve fought Kraab in a city before. What’s the worst that could happen?”

[Rook]: (Gestures to the destroyed marketplace) “This.”

[Ben]: “Then I’ll just have to stop him before he can do that again!”

[Rook]: “That is not-”

Rook was cut off by Ben slamming down on the Omnitrix core and transforming into a blue and black reptilian alien that took off running towards Kraab.

[Ben/XLR8]: “Alright crab cakes, get ready to-”

Kraab suddenly shot a glob of an unknown substance at XLR8’s legs. The material hardened almost immediately upon impact, sticking XLR8 to the ground and pinning him in place.

[XLR8]: “Well, that’s inconvenient.”

Kraab raised his claw and prepared to fire a blast of energy at XLR8, but was intercepted by Rook, who jumped in and wrestled his claw to the side with the Proto-Tool. Kraab began attempting to bludgeon Rook with his claw, who used the Proto-Tool’s sword mode to counter.

[Rook]: “Ben, if you are going to insist on fighting Kraab here, you should use Lodestar to immobilize him before he causes any more destruction!”

[XLR8]: “Now there’s an idea...but here’s a better one!”

XLR8 reached for the Omnitrix symbol and transformed into a massive robotic humanoid alien with white armor and green ports displaying flowing nuclear energy.

[XLR8/Atomix]: “Clear the vicinity, partner! ATOMIX will end this in a single hit!”

[Rook]: (Eyes widen) “Ben, do not-”

[Atomix]: “Quickly, partner! I have a new chant I’ve been wanting to try out!”

Rook shot Ben a skeptical glare before quickly smashing Kraab over the head with the Proto-Tool and running off the scene.

[Atomix]: “Let’s get this done with, villain!”

Atomix began moving his hands in a circular pattern as he started chanting.


Atomix’s chanting was interrupted by Kraab shooting him while he was in the middle of powering up. The initial energy blast wasn’t enough to pierce Atomix’s armor, but it stunned him long enough for Kraab to follow up with a volley of shots that ended up putting a large crack in the glass port on his chest. Sizzling green liquid began pouring out of the wound, hitting the ground below with a hiss. Atomix fired a hasty shot at Kraab to distract him for a moment, then took the opportunity to land a solid punch to Kraab’s face, sending him flying through the stone wall of a nearby building.

[Atomix]: (Runs a finger along the crack in his chest) “Interesting. I appear to have been injured, but I don’t feel a thing!”

The green of the Omnitrix symbol suddenly turned red and began beeping furiously.

[Atomix]: “A timeout already?! Wait, no! Red also means dangerous levels of radiation! Is Atomix leaking radioactive energy?!”

Distracted as he was by this, Atomix was rather easily hit by Kraab’s next shot; a charged blast of energy that hit him directly in the crack on his chest port, completely shattering his chest armor. Green liquid began flooding out of the cavity in Atomix’s body, exposing a charred alien skeleton suspended in an energy field of some sort.

[Atomix]: “Amazing, if somewhat disturbing! Is that Atomix’s true form?!”

Atomix looked up to find Kraab aiming a shot directly at the exposed bone structure.

[Atomix]: “If it is, I should probably do something about that!”

Atomix attempted to funnel radioactive energy into his fists but found the majority of the energy drawn towards the hole in his chest, attempting to burst out through the gap even as he tried to contain the radiation.

[Atomix]: “On second thought...”

Atomix focused all of his radioactive energy into the hole on his chest, blasting at Kraab with a massive beam of nuclear power. Kraab ducked under the beam, but still had the top of his head singed by the attack as it passed over him.

[Atomix]: “Incredible! I’ve never been able to unleash so much power at once before!”

Atomix turned downwards to aim the beam at Kraab, who swiftly got up and scuttled out of the way. Atomix kept up the attack, using his beam of energy to follow Kraab as he ran across the destroyed market. Everything in the path of Atomix’s attack was utterly disintegrated, a fact Atomix was too focused on trying to hit Kraab to take note of.

Something else Atomix was unfortunately unaware of was the fact that the cracks left on the edges of the hole in his chest were spreading across the rest of his armor, spurred on by the vibrations caused by the energy as it left Atomix’s body.

[Kraab]: “Cease your attack, Tennyson! You’re going to kill both of us if you keep this up!”

[Atomix]: “I will not fall for your deceit, villain!”

Atomix’s eyes flashed purple momentarily, a detail gone unnoticed by both him and Kraab. He increased the strength of the attack, creating a massive surge of energy that grew the cracks running across his armor exponentially. They kept on growing, growing and growing...

Then hit the breaking point.

Atomix’s armor exploded, creating a massive wave of nuclear energy that disintegrated everything in the immediate area, including Kraab. The shockwave created by the explosion toppled buildings far out of Atomix’s reach as the stone making up the city began to crumble. It was as if a nuclear warhead had been set off in the center of downtown.

The charred skeletal figure making up Atomix’s true form collapsed to the ground, maintaining only a few more seconds of consciousness before drifting away into the darkness; however, those few seconds were more than enough for him to see what he had done.

[Atomix]: “What...did I...”

He fell unconscious before he could finish speaking.

He did not wake up for quite a while.

Galvan MKII
One Week Later

[Cut to the inside of Azmuth’s laboratory, where Azmuth himself is furiously pacing across the floor. The door to the laboratory opens, shortly followed by Ben walking into the room. He pauses in front of Azmuth, waiting for him to say something.]

A few minutes of awkward silence later:

[Ben]: “Uh...Azmuth?”

[Azmuth]: “Be quiet for a moment, Tennyson. I’m thinking.”

[Ben]: “About what?”

[Azmuth]: “About how to fully express my displeasure with you without coming across as a raving lunatic.”

[Ben]: “...I think I can sort of ballpark it.”

Azmuth stopped pacing and turned to look at Ben with an expression of barely-contained rage.

[Azmuth]: “Do you have any idea what the ramifications of this are?”

[Ben]: “Well...I guess it’s going to take a lot of time and money to rebuild all the-”

[Azmuth]: (Snapping) “The material things are not the issue here!”

[Ben]: “Then what-”

[Azmuth]: “The issue, Tennyson, is that the most qualified person to use one of the universe’s greatest creations has become a self-absorbed fool too caught up in his own ego to so much as entertain the idea that perhaps, just perhaps, things may not simply sort themselves out for him! Of course, if you wish to bring up the material destruction, the Omnitrix has been destroyed, your partner is in critical condition, and yes, it will take hundreds of hours and millions of taydens to repair the damage to the city! What do you have to say for yourself, Tennyson?!”

[Ben]: “...I’m not smart enough to think of anything that wouldn’t get me into more trouble.”

Azmuth stayed silent for a moment. He eventually sighed and locked eyes with Ben, the fury in his expression changing to a look of weary disappointment. Ben wasn’t quite sure which one felt worse.

[Azmuth]: “Benjamin, do you know why I entrusted you with the Omnitrix in the first place?”

Ben thought a bit before replying, momentarily taken aback by Azmuth addressing him by his first name.

[Ben]: “Because by the time we managed to get it off I was already experienced with it?”

[Azmuth]: (Shakes his head) “I’d be lying if I said that wasn’t part of my original reason, but no, I’m talking about the Omnitrix I gave to you after the original was destroyed. It was an entirely new device that you displayed nothing but incompetence with. I could have given it to any random person and they likely would have been able to navigate it better. So, with all that in mind, why do you think I chose you?”

[Ben]: “Bad pattern recognition?”

[Azmuth]: (Glares at Ben) “I gave it to you because you had proven your capabilities as a hero! You showed temperance with the power of the Ultimatrix and the Ascalon! You brought peace to others without enforcing your own will upon them! You defended the universe in a way I was never able to, and I believed that you would continue to do so! Unfortunately, you seem to have gone out of your way to prove me wrong in recent times, becoming a selfish, ignorant brat of a child who places far too much faith in his ability to dodge consequences! You are not a hero anymore, Tennyson! You are a failure!”

The room fell silent as Azmuth finished speaking. Ben couldn’t think of anything to say in protest. After a while, he simply bowed his head.

[Ben]: “I guess...this is it, then, huh? No more Omnitrixes. No more chances.”

[Azmuth]: “Don’t put words in my mouth.”

[Ben]: (Perks his head up) “ just called me a failure.”

[Azmuth]: “And a failure you are, Tennyson. However, you were a true hero once, and I believe that potential still lies within you. I’m not sure what circumstances have caused your brain to take leave of your body, but until you figure out how to stop being an idiot, I’ll be having you use this.”

Azmuth pulled out a remote and pressed a single button near the top, causing a small podium to rise out of the floor in the center of the laboratory. On top of the pillar was a gauntlet-like device similar in appearance to the original Omnitrix Ben found all those years ago, albeit with a much bulkier body frame.

[Ben]: (Eyes widen) “Holy crap, what is that?!”

[Azmuth]: “This is the Legacy Omnitrix. It contains every alien you’ve unlocked so far, save for Alien X. I noticed there were a few unused samples from a playlist on the Ultimatrix, but I didn’t feel the need to remove them. Have fun figuring those out.”

[Ben]: “Hold on, why are you giving this to me? A few seconds ago you were just ranting about how terrible I was!”

[Azmuth]: “That’s exactly why I’m giving this to you. The Legacy Omnitrix contains an enhanced version of the AI present in the original Omnitrix, which means you’ll have a logical digital assistant guiding your transformations instead of being handed complete control in dangerous situations. There are no mistransformations with this Omnitrix; only choices you will not be trusted to make.”

[Ben]: “I...guess that makes sense, but why take out Alien X? I finally have full control over him!”

[Azmuth]: “Because this Omnitrix is meant to be a learning tool, not a ‘let’s give the incompetent teenager keys to reshaping the fabric of reality itself’ tool.”

[Ben]: (Sighs) "I guess I'm not in any position to argue."

[Azmuth]: "Indeed you are not. At any rate, the AI already contains data I transferred over from backups of the prototype and finished Omnitrices, so it should "remember" your fighting style enough to pick something that will work with you instead of against you. No reality warping required."

[Ben]: "What if it bugs out?"

[Azmuth]: "If it indeed "bugs out" as you say, it will be a result of you tampering with it, and if you break another one of my Omnitrices, I will personally disconnect your spinal cord from your brain stem."

[Ben]: "Harsh."

[Azmuth]: "Now, under normal circumstances, I would hold off on giving you this Omnitrix until I see fit, but I'm afraid you chose a rather unfortunate time to become an insufferable fool."

[Ben]: "What's that supposed to mean?"

Azmuth pressed another button on his remote, creating a holographic projection in front of himself. The hologram showed a poster stamped with bold lettering and an eye-catching image of the Milky Way.

[Ben]: (Reading the poster) "'Want to show the universe what you're made of? Join the Milky Way Race!'?" (Looks at Azmuth) "What's this all about?"

[Azmuth]: "The Milky Way Race is a cross-galaxy racing event that's been promoted for at least the past year. I didn't take much notice of it until I received notice that Albedo was entering the event."

[Ben]: "Wait, Albedo? Shouldn't he still be stuck on cleanup duty or something?"

[Azmuth]: "No, he finished his sentence already. Partially because the majority of his punishment was being trapped in the body of a human child, and partially because the sentence was reduced due to his invention of a network of robots that do the cleanup for us."

[Ben]: "And you're not worried about these robots being programmed to rise up and destroy you at some point?"

[Azmuth]: "No. I checked the AI myself, and even Albedo isn't arrogant enough to think I wouldn't notice something like that. The waste recognition software is quite impressive, actually, but under no circumstances should you tell him I said that."

[Ben]: "Don't need to tell me twice."

[Azmuth]: "Back to the subject matter at hand, I was curious as to what motivation Albedo of all people would have to enter a race. I looked into what the grand prize was, and to be perfectly frank, I wasn't quite sure I was reading the information correctly."

[Ben]: "What is it?"

[Azmuth]: "The prize for winning the Milky Way Race is a planet."

Ben stared at Azmuth for a few seconds, a look of confusion on his face.

[Ben]: "A...planet? Why would Albedo want some random planet?"

[Azmuth]: "It isn't "some random planet", I'm afraid. It's Temporus, the former home planet of the Chronosapiens."

[Ben]: "Chronosapiens? You mean like Clockwork and Maltruant?"

[Azmuth]: "Exactly."

[Ben]: "How can they give that away as a prize? Wouldn't the Chronosapiens have a problem with that?"

[Azmuth]: "The Chronosapiens are almost extinct. The Omnitrix's sample of one was collected from a lone wanderer near the edge of the galaxy, and none have inhabited their home planet in eons."

[Ben]: "Huh. Weird. I guess that makes it up for grabs, then."

Azmuth began getting agitated again, this time with a hint of worry in his expression.

[Azmuth]: "It shouldn't even exist anymore, Tennyson. Temporus was erased from time during the original Time War."

[Ben]: (Surprised) "What?! Maltruant didn't erase any planets while I was fighting him! I think I would've noticed-"

[Azmuth]: "You do not remember the original Time War! Nobody does except for beings like Paradox, who was the one who notified me of this! The original Time War was erased from history when Paradox trapped Maltruant in his endless loop of self-destruction! The Time War you participated in was a mere farce designed as part of that trap!"

[Ben]: "Okay, you don't have to yell at me! I get it!"

[Azmuth]: (Sighs) "Tennyson, I need you to understand the gravity of this situation. Temporus was erased so thoroughly that even undoing the events that lead to its destruction couldn't restore it. That planet is a temporal anomaly that defies all logical theories about the functions of time. It not only being back but being offered up as a prize for a race, is incredibly suspicious."

[Ben]: "So you want me to go in and beat up whoever's running the race, right? Figure out what they're up to?"

[Azmuth]: (Glares at Ben) "Your mental leap straight to fighting clearly shows you haven't learned much of anything. Even if that was my purpose behind sending you in, I haven't been able to figure out who the actual initiator of the race is. Their identity is buried under hundreds of proxy titles and organizations. Whoever they are, they don't want to be identified, and they have the intelligence to keep it from happening."

[Ben]: "Then what's the plan? Why send me in?"

[Azmuth]: "Because it's not just Albedo entering the race that has me concerned."

Azmuth pressed another button on his remote, pulling up a list of entrants for the race. The list displayed the names of their entrants and their ships side by side, with a block of registered statistics for each ship on the side of the page.

[Ben]: "Let's see...Warlord Kroz with Harbinger, Apollo with Chariot of Fire, Lord Ziegel with The Ark...dude, I don't recognize any of these guys."

[Azmuth]: (Annoyed) "Keep reading."

[Ben]: "Albedo with Retracted Off Azmuth I Know You're Monitoring This, Aggregor with...wait, Aggregor? Shouldn't he be in the Null Void?"

Azmuth simply nodded and gestured for Ben to keep going.

[Ben]: (Narrowing his eyes) "Rhomboid and Octagon Vreedle, Zombozo, Darkstar, Vilgax...this is just a laundry list of people who want to kill me! Shouldn't half of these guys be in jail?! How the hell did Zombozo get a spaceship?! Why-"

[Azmuth]: "All very good questions, but ones I'm afraid I don't have any answers to. I want you to enter this race and figure out why all of these criminals are so interested in winning a planet they shouldn't know the importance of."

[Ben]: "Why aren't the Plumbers doing anything about this?"

Azmuth stayed silent for a few moments, a grim look falling over his face.

[Azmuth]: "...Officially speaking, they refuse to acknowledge this event exists."

[Ben]: "What?"

[Azmuth]: "I've tried getting them involved, but I've been stonewalled at every turn. Local bases I report the event to all have their records of it wiped within hours of the report being filed. Magisters I've met with in-person say they've been ordered to stand down from investigating the race. The few Magisters I've been able to convince to investigate the race despite orders have been directed to work on assignments in obscure parts of the galaxy far away from the event. Without authorization, all of the lower-ranked Plumbers have their hands tied. I'm out of options."

Ben stood in silent thought for a bit, clearly disturbed by this information.

[Ben]: "...Alright, I'll enter the race. Maybe I can figure out what's going on with the Plumbers while I'm there."

[Azmuth]: "I'd expect nothing less."

[Ben]: "But what do I use to enter? I don't have my own ship."

[Azmuth]: "You and your companions have been traveling around the universe in Levin's ship, correct? The rules of the race state that the entrants are entitled to a crew, so you can simply register the ship under your name while having Levin pilot it."

[Ben]: "Got it. I'm just not sure if I can convince Kevin and Gwen to go on a major detour like this."

[Kevin]: "Tennyson, I cannot overstate how down I am for this race."

Ben stood inside the cockpit of the Rust Bucket 3 speaking with Kevin and Gwen, who were seated in the pilot and copilot seats, respectively.

[Ben]: "Well that went a whole lot easier than I expected."

[Gwen]: "Ben, this is Kevin we're talking about. Did you honestly expect him to turn down a chance to show off his cool toys?"

[Kevin]: "I'll finally be able to put those illegal Displotram Turbos to good use!"

Ben and Gwen gave Kevin a flat look.

[Kevin]: "I mean...those completely legal Displotram Turbos."

[Ben]: "We're going up against a bunch of supervillains, so I don't care if we have to play dirty. We just need to make sure not to break any of the rules of the race."

[Gwen]: "Are you sure you're up to this, Ben? You must be feeling pretty overwhelmed after everything that happened."

[Ben]: "I'm fine. What about you? You okay with dropping everything for this?"

[Gwen]: "I think figuring out why a literal paradox of a planet is the prize for a race that's part of a massive space police cover-up is a little more important than sightseeing."

[Ben]: (Shrugs) "Just making sure."

[Kevin]: "Still, we're probably going to get in a few fights considering whose ugly mugs we're dealing with here. You think you can get a good enough handle on using the new watch to not get lasered?"

[Ben]: (Looks at the Legacy Omnitrix) "It's supposed to "remember" my fighting style and give me what I need for what's going on. I think I'll be fine."

[Kevin]: "Whatever you say."

Kevin turned to the control console he was seated at and flipped a few switches, bringing the ship's rockets to life with an audible roar.

[Kevin]: "Buckle in, Tennyson. We're in for a hell of a ride."

Just long enough for this joke setup

Ben, Gwen, and Kevin ended up standing in what had turned into a very long registration line in a marketplace within a city on Khoros, which, as they had found out, was the starting point for the race, as Gar Red Wind had apparently been a rather generous sponsor.

[Kevin]: (Bored) "Alright, not as interesting as I had been hoping so far."

The trio eventually got up to the registration desk, where the squat, blob-like alien registering people perked up as soon as it recognized them.

[Registration Alien]: "Well, look who we have here! If it isn't Ben Tennyson! You're cutting this registration kinda close for being a savior of the universe, ya know!"

[Ben]: "I'm a lazy high school student. Cutting things close is my specialty."

[Registration Alien]: "I take it this is your crew?" (Points to Gwen and Kevin)

[Ben]: "Yep. The tall scruffy guy is the pilot, and the red-haired one is...a backup pilot?"

[Gwen]: (Flatly) "Backup pilot? Really?"

[Ben]: (Shrugs sheepishly) "I don't know! I don't think 'the smart one' is an actual crew position!"

[Registration Alien]: "And your ship's name and OGSTA specifications?"

[Ben]: "Uh..."

[Kevin]: (Shoves Ben out of the way) "Better let me handle this stuff."

[Ben]: "Then what am I supposed to do?"

[Kevin]: "I need some TD-300S Booster Oil for the engine. It's getting low, and trust me when I say you do not want to run your ship if you're out of the stuff."

[Ben]: "Where am I supposed to find that?"

[Kevin]: "We're in the middle of a marketplace currently catering to one of the biggest races in the history of ever. If there's legitimately nobody capitalizing on this, the universe is a whole lot dumber than I've been giving it credit for."

[Ben]: (Sighs) "Fair point. Be back as soon as I find it."

Kevin nodded and turned to keep talking to the alien in charge of registering them. Ben began wandering aimlessly around the marketplace, keeping an eye out for any stands that sold ship parts or accessories. After a few minutes of not finding anything, he started getting annoyed.

[Ben]: (Groans) "I'm never gonna find this stupid T-3000 Motor Oil or whatever it is! This is pointless!"

[???]: "There's a stand selling TD-300S Booster Oil several rows down if that's what your overbearingly minute mind meant."

Ben turned around to figure out who was talking to him in that deep, throaty voice, only to find Vilgax of all people standing directly behind him. His archnemesis looked a bit worse for wear, having various cybernetic parts holding his body together, but the rough patched-up look only made him more intimidating. Passerby who noticed his presence rapidly turned the other way and began clearing the area as fast as their feet would take them

[Ben]: "Vilgax!"

[Vilgax]: (Flatly) "Congratulations, you remembered my name. Anything meaningful you'd like to attach to it?"

Ben began reaching for the Omnitrix, but Vilgax grabbed his arm in a vice-grip before he could get very far.

[Vilgax]: "A new Omnitrix. Interesting. I can only imagine what idiocy you performed to destroy the last one."

[Ben]: "How about you fight me instead of standing around making smart comments?!"

[Vilgax]: "I'm not here for that." (Lets go of Ben's arm) "Not right now, at any rate."

[Ben]: "Wait, you...don't want to kill me?"

[Vilgax]: "Don't misunderstand me, Tennyson, I'm finding it very difficult to restrain myself from tearing out your heart and crushing it in front of your eyes at the moment. However, I have other plans for this race, and I'm not going to ruin them with reckless behavior. I will kill you eventually, but not until I get what I need out of this event."

[Ben]: "Oh yeah? And what would that be?"

[Vilgax]: "Even if I had the slightest intention of informing you, it wouldn't do you any good."

[Ben]: "Coming from someone whose butt I've kicked a million times over, that doesn't hold much weight."

[Vilgax]: "Assign it however much weight you want, Tennyson. Your words alone cannot change fate."

Vilgax turned and stomped away before Ben could say anything back to him.

[Ben]: (Confused) "What was that all about?"

After a few moments of staring at where Vilgax had walked off, Ben shook his head and kept walking.

[Ben]: (Suspicious) "He's definitely up to something..." (Scratches his head) "I just hope I can figure out what it is before someone gets hurt."

Ben pocketed the last of his change and thanked the stand owner again before walking away and staring at the bottle of Booster Oil incredulously.

[Ben]: (Furrows brow) "Okay, Vilgax actually giving me the right directions definitely proves something's up."

[???]: "Well, well, well, look who decided to show up."

Ben turned to find Albedo approaching him, giving a very sarcastic slow clap as he walked. He was back to having a teenage body again, and wore a white coat over a red dress shirt, with a single fingerless red glove on his left hand.

[Albedo]: "I figured you'd be here, Tennyson. Plan to ruin my life again, or are you just sightseeing?"

[Ben]: (Annoyed) "You ruined your own life, Albedo. How did you even get back to having a teenage body? Aren't you supposed to be stuck as a kid?"

[Albedo]: "I was, but thanks to the efforts of my own infinite talents, I created a new form of DNA modification that allowed me to fix that particular issue."

Albedo reached into his coat and pulled out a small, watch-like device with a slot on its side and a large hole on its faceplate.

[Albedo]: "Though I lack the resources to recreate a proper Omnitrix, this DNA Injector allows me to modify my genetic code, albeit in a rather crude fashion."

[Ben]: "Then why didn't you turn yourself into a Galvan?"

Albedo's eye twitched.

[Albedo]: (Seething) "I did, but as it turns out, modifications made to this body using alien DNA only lasts about ten minutes before the transformation reverses. If I had a proper Omnitrix, this wouldn't be an issue, but as we've already established, that's not an option for me right now."

[Ben]: "Huh. Too bad."

Ben turned and began walking away from Albedo, who was currently glaring at him as if subconsciously hoping to light his head on fire with his mind.

[Albedo]: (Snapping) "Don't act so smug, Tennyson! You know as well as I do what I'm capable of!"

[Ben]: "Ditto goes for me."

[Albedo]: "What does your Splixson transformation have to do with this?! Get back here! I'm not finished talking to you!"

Albedo's angry yelling faded off as Ben continued ignoring him and walking back towards the registration stand. As he passed by a stand selling large buckets of fried animal meat he didn't even want to begin to identify, he felt a large, rough hand grab his shoulder. Before he could throw off his mysterious assailant and turn to see who they were, the sharp end of a spear made of bone was placed against his neck.

[???]: "Benjamin Tennyson..." An intimidating voice spoke into his ear. "I suppose this means the "hatchling" must be nearby."

[Ben]: (Slowly reaching for the Omnitrix) "Wait a second, I know that voice...Aggregor?!"

Aggregor shifted his spear to tap on the dial of the Omnitrix as Ben was lifting it.

[Aggregor]: "I wouldn't do that if I were you. You don't want to make a scene before the race even starts, do you?"

[Ben]: "What do you want? Another round of getting trashed by Humungousaur?"

Aggregor's laugh was low and unsettling, as if it was a sound he had little practice making.

[Aggregor]: "As much as I'd like to see you flailing around like an idiot, I have better things to do. I just wanted you to know that we'll be settling things during this race. Permanently."

[Ben]: "Get in line. What makes you better than any of the other twenty people trying to kill me?"

[Aggregor]: "I can actually do it."

Aggregor shoved Ben forward, sending him stumbling for a few steps. He turned around to see Aggregor walking away, noticing that instead of his signature trenchcoat, he wore a full set of jet black Proto-Tech Armor.

[Ben]: (Raising an eyebrow) "Is that...nah, couldn't be."

He turned to keep walking towards the stands when he suddenly noticed a slight film of unknown origin on his shirt where Aggregor had grabbed him.

[Ben]: (Grimacing) "Now that's just gross."

Ben made his way back to the registration stand without any more interruptions, spotting Gwen and Kevin waiting for him nearby. He tossed the jug of oil towards Kevin, who grabbed it out of the air in an unnecessarily elaborate manner.

[Kevin]: "See, what'd I tell ya?"

[Ben]: (Distantly) "Yeah..."

[Gwen]: (Raises an eyebrow) "Ben? Is something wrong?"

[Ben]: (Snapping to attention) "What? No, no, I'm just...thinking about the race."

[Kevin]: "You should probably be thinking about who we're going up against. I checked the registered contestants list, and we're gonna be dealing with some nasty customers."

[Ben]: "Yeah, I kinda figured."

[Gwen]: "We should head to the starting line and get everything set up. There's still a couple hours until the race starts, but we shouldn't be taking any chances."

[Ben]: "Good idea. Let's go."

The three walked off for the starting line, Ben doing his best to ignore the nagging feeling that someone was watching them as they went.

Starting Line
Two Hours later

[Kevin]: "Tennyson, get your butt in here!"

[Ben]: "I'm coming, I'm coming, geez!"

Ben scrambled inside the Rust Bucket 3 and slammed himself into one of the seats as Kevin started the engines. The time remaining before the race began had passed surprisingly quickly, leaving Ben somewhat off-guard when the announcer shouted at everyone to man their ships.

[Kevin]: (Flipping switches) "Alright, everything's looking good. Time to see what this baby's really made of."

[Ben]: "You know, this might be a dumb time to ask this, but did they ever tell us what the rules of the race are?"

[Gwen]: "The alien who registered us explained them while you were gone. They're going to announce them again right before the race begins, so try to pay attention."

[Ben]: "And when is that gonna happen?"

As if in response to Ben's question, the speaker system surrounding the field the starting line was on crackled to life as the announcer began shouting again.


The incredibly large crowd gathered uncomfortably close to the running ships screamed in excitement, which is generally accepted as a universal term for "Yes indeed, good sir".

[Announcer]: "FANTASTIC! Unfortunately, we have some rules to go over real quick, so if you'd be willing to hold on a minute as we explain them..."

The crowd groaned in disappointment, which is generally accepted as a universal term for "God damn it".

[Announcer]: "First off! You may only use your ship's built-in capabilities to help you in the race! This means no time-warping or machinery upgrading, ya dig?!"

A green and black ship parked near the end of the starting line turned an ugly rusted brown as a dejected Galvanic Mechamorph began sulking away grumbling.

[Announcer]: "Secondly! In-fighting is allowed, but ONLY if it doesn't disrupt the race for anyone uninvolved! If you cause too much of a public disturbance, you're out of here, buster!"

Ben looked out his window to see Albedo in a ship to their right flipping him the bird.

[Announcer]: "Thirdly, and most importantly! The Milky Way Race crew takes NO responsibility for any death, dismemberment, jaywalking, or any other traumatic experiences that may occur during the race! You can try suing us if you want, but you won't get anywhere! We summoned our lawyers from the fifth circle of hell, and they're exactly as good as you'd expect!"

The crowd began laughing at this, many simply going along with the majority despite having no frame of reference for what "hell" was.

[Announcer]: (Flatly) "That wasn't a joke."

An awkward silence fell over the area, leaving the roaring of the ship engines as the only sound audible aside from the odd cough here and there.

[Announcer]: (Clears his throat) "Anyways! For the first leg of the race, our contestants will make a beeline out of Khoros's atmosphere until they hit the universally designated warp clearance zone, upon reaching which they'll jump into hyperspace and run for the Anur System as fast as possible! They'll exit hyperspace at the far end of the system, and then race as hard as they can for the first checkpoint, which is located on Anur Transyl! Everyone got that?!"

The crowd cheered in response.

[Announcer]: "Good, because I'm not repeating myself! Now, let's start the countdow-"

The announcer was interrupted as the ground around the starting line began mysteriously rumbling.

[Announcer]: "Hold on a second folks, it looks like there's something wrong at the starting line!"

[Ben]: "What's going on?!"

[Kevin]: "It's gotta be Sand Rippers! They must have been attracted to the sound of the engines!"

[Gwen]: "That doesn't make any sense! Didn't the alien registering us say we were way outside of their natural habitat?! Why would they be here?!"

[Kevin]: "Maybe they didn't know what they were talking about!"

As if to confirm Kevin's speculation, a massive shark-like animal suddenly burst out of the sand next to them, letting out a blood-chilling roar as it leaped out of the ground.

[Ben]: "Who knows, and who cares?! They're here either way!"

Ben swiftly unbuckled himself and opened the hatch leading out of the ship, jumping out onto the sand.

[Kevin]: (Groans) "Every time we try to do something cool, something like this happens."

[Gwen]: "I think you might be exaggerating a bit."

[Kevin]: (Shakes his head) "Every. Time."

Ben ran out into the open area surrounding the starting line, finding that an entire pack of Sand Rippers had begun attacking the ships and civilians alike.

[Ben]: (Eyes widening) "Oh, crap! Gotta do something fast! It's hero ti-"

As Ben reached for the Omnitrix, he suddenly froze as he remembered what had happened not too long ago with Atomix. He tried to shake the nagging thoughts out of his head, but the memory of losing control like that kept creeping across his mind.

As if in response to this, a small voice in the back of his head began whispering at him, quietly at first, but then louder and louder until was practically a dull roar, that it didn't matter if he lost control, as long as he defeated the attackers. Who cared if he did a little damage here and there? He was a hero, and the universe needed to recognize that above anything else.

Ben fell to his knees, clutching at his head as the two conflicting forces clashed in his mind, making it feel as if his head was about to split open. Doing the only thing he could think of in a situation like this, he yelled in desperation and pulled up the Omnitrix, bringing it up against his chest. The voices suddenly intensified, forcing him to clench his eyes shut. With the battle raging in his mind, he had none of the wherewithal necessary to notice the Omnitrix's bright green suddenly switching back and forth to a vivid purple.

The Omnitrix began beeping wildly, sputtering as if it was trying to force something back. The purple coloration continued trying to take over the Omnitrix, but the device managed to hold onto its green glow, eventually generating a jolt of energy that shocked Ben and forced back the invading tint. The voice encouraging Ben to use the Omnitrix disappeared, giving him momentary relief; however, without anything to oppose it, the guilt of losing control hit him full force, making him feel sick.

Ben stared down at the dial of the Omnitrix, the idea of activating it suddenly feeling like a punch to his stomach. His vision zoned into the green hourglass symbol that stared back at him as a lime-green reminder of his failures. His ears began ringing, and he ended up holding his breath in an attempt to keep himself from vomiting. In the back of his mind, he could vaguely hear an approaching Sand Ripper closing in on him, but he couldn't bring himself to care.

Just as the Sand Ripper jumped out of the ground to consume him, it was abruptly grabbed from the side and ripped in half as if someone was tearing through a wet paper bag. Black blood and organs spilled out onto the red sand as the two still-twitching halves of the beast were tossed angrily onto the ground. This snapped Ben out of his thoughts just before he was grabbed by the collar and lifted high into the air by none other than Vilgax, whose hands were still dripping with blood.

[Vilgax]: "Tennyson." His voice seethed with silent rage. "If you dare perish before our score is settled, I will personally see to it that everything you love is razed to the ground in your absence. Now stand up and fight!"

Vilgax threw Ben to the ground and walked away as Ben struggled to catch his breath. He gradually recovered from the impact and stood up, looking around at everything happening across the area. Screams filled the air as chaos raged across the starting line, with ships being knocked aside and torn apart by the enraged predators. Certain competitors were holding out just fine, some even helping out others that couldn't defend themselves as easily, but there were just too many Sand Rippers for the crowd to control. Things were only getting worse as time went on.

Ben pulled up the Omnitrix again, staring at it apprehensively.

[Ben]: (Breathes deeply) "Alright, Azmuth said you "remember" me. Hopefully that means you can "remember" how the old me would have solved this without getting even more people hurt, because right now...I just can't figure out what I should do on my own."

Ben pressed down on the green activation button, causing the dial of the Omnitrix to pop up and show a silhouetted figure of an alien.

[Ben]: "Maybe it's too much of me to ask from a watch, but..."

Ben clenched his fists and held his eyes shut, with the chaos surrounding him only increasing in violence.

[Ben]: "I need you..."

Ben opened his eyes and grit his teeth, assuming a determined expression as he slammed down on the dial of the Omnitrix.


Heatblast TF.png

Kevin and Gwen stood back to back, Kevin having absorbed the metal plating of a nearby ship, fighting off however many of the massive beasts they could.

[Kevin]: "What the hell is Ben doing?!" (Spears a lunging Sand Ripper and tosses it to the side) "Shouldn't he be going Way Big or something and stomping on these guys?!"

[Gwen]: (Shielding them from an attack with her mana) "We don't know if his new Omnitrix even has Way Big! He never told us anything!"

[Kevin]: "That's not very encouraging!"

Kevin knocked away another Sand Ripper, only to spot one barreling towards them from the corner of his eye. Before he could react, the creature was right on top of them with its massive jaws ready to swallow them whole. Kevin could do nothing except wonder exactly which of his many poor life decisions had led him to this point.

It was then that the Sand Ripper was hit by a massive fireball, sending it flying back a good twenty meters. This was shortly followed by Heatblast slamming into the sand in front of them in an explosive whirlwind of fire that turned the sand he had kicked up into tinted glass formations.

[Gwen]: (Coughing up sand) "Ben!"

[Heatblast]: (Scratches his head) "Sorry. My bad. Looked like you two were getting a little hot under the collar, so I figured I should step in and turn up the heat."

[Kevin]: "If you're going to pun, at least pun something that makes sense."

[Heatblast]: "Sorry Kevin, it's either bad puns or no puns."

[Kevin]: "I'm down with no puns."

[Heatblast]: "Well good for you, your opinion is wrong."

Heatblast flew off towards another pack of attacking Sand Rippers, kicking up another cloud of sand as he did so.

[Kevin]: (Coughing; Annoyed) "He seems like he's feeling better."

Heatblast slammed down in the center of a group of Sand Rippers, sending them flying with a well-timed explosion of fire. He noticed one of them trying to make a break for the main town, wildly leaping through the sand at breakneck speeds.

[Heatblast]: (Flying after the escaping Sand Ripper) "Oh no you don't!"

Just as he was about to launch a fireball at the fleeing beast, he was abruptly blindsided by another Sand Ripper, who snatched him out of the air and swallowed him whole. The Sand Ripper dove beneath the sands, but was only underground for a few moments before jumping out of the earth again screeching in pain. Diamondhead jumped out of the creature's mouth, reverting his sharpened blades back into arms to help him balance as he hit the ground. He turned and launched a few diamond shards at the Sand Ripper he had been grabbed by, sending it running away into the wilderness howling angrily.

[Diamondhead]: (Surprised) "I didn't even mess with the Omnitrix back there. Guess this thing can swap out transformations on the fly."

He noticed the first Sand Ripper still diving towards the city and began running towards it.

[Diamondhead]: "Alright Omnitrix, give me XLR8!"

The Omnitrix dial beeped twice and twisted on its own, creating a green flash that transformed Diamondhead into-

[Jetray]: "Woah, what the heck?!" (Stumbles to a halt) "I haven't used Jetray in ages! He's not very conducive to running, you know!"

The Omnitrix beeped again as if it was annoyed.

[Jetray]: "Yeah, yeah, I know he can fly, just give me more of a heads-up next time!"

Jetray took off into the air, creating a sonic boom as he swooped in front of the running Sand Ripper and began shooting lasers at it. The beams were unable to pierce the creature's thick hide and didn't seem to do much other than irritate it.

[Jetray]: "Okay, new plan. You thinking what I'm thinking?"

The Omnitrix beeped in confirmation.

[Jetray]: "Man, I hope I'm smart enough to keep up with an AI...Anyways, here we go!"

Jetray shot upwards at supersonic speeds, eventually becoming little more than a speck in the distance before vanishing from view completely. A few seconds later, a faint green flash could be seen in the upper atmosphere. The Sand Ripper, being ignorant to all of this, continued to advance on the town, only to be flattened into a messy pulp by the sudden impact of a large yellow sphere dropping down on it seconds later. Cannonbolt unrolled, finding himself covered in black blood and Sand Ripper guts

[Cannonbolt]: (Disgusted) "Ugh, gross! Note to self, high-velocity impacts from orbit do not play well with squishy animal meat."

Cannonbolt looked back over at the starting line for the race, where more and more Sand Rippers were still attacking.

[Cannonbolt]: "Geez, I can deal with crowd control just fine, but do I have anything for giant monster crowd control?"

The Omnitrix beeped and suddenly transformed him into Gutrot, who quickly stepped out of the mess of squashed meat.

[Gutrot]: "Oh yeah, good idea! I can lure them away from the other racers using pheromones!"

Gutrot took a few moments to mix together a new gas in his stomach and then expel it through his nozzles, making sure to jet it over towards the starting line. It took a bit for the gas to reach the Sand Rippers, but once it did, they immediately turned and began making a beeline for Gutrot.

[Gutrot]: (Smacks his forehead) "...Which means I'm luring them right towards me. Not my brightest idea, but I can work with this."

Gutrot waited for the horde of Sand Rippers to be practically on top of him before releasing a new gas he had been mixing in his stomach. The Sand Rippers began loudly choking and dropping like flies, all while Gutrot simply stood back and watched. After a few minutes, he simply walked out of the cloud of gas smacking his hands together as if he had just gotten done dusting.

[Gutrot]: "A little 'ol Sarin Gas never hurt anyone. Except for all those people who inhaled it and died." (Pauses) "Okay, on second thought, I should probably do something about that."

Gutrot turned around and transformed into Terraspin, who lifted himself into the air and began sucking in the remaining gas like a vacuum. Within a few moments, the gas was completely gone, leaving behind only a pile of Sand Ripper corpses. Terraspin stopped spinning and fell to the ground, reverting to Ben.

[Ben]: "And that, as they say, is that."

As if the universe had heard Ben say this and simply wanted to rub how wrong he was in his face, a massive Sand Ripper much larger than any of the others suddenly exploded out of the ground near him. The new beast was considerably more intimidating than a normal Sand Ripper, being covered in spike-like fins that ran down its spine and blood-red markings running down its sides.

Its head was shaped more like that of a hammerhead shark, and its bottom row of teeth jutted out in a ferocious underbite. The strange Sand Ripper screeched at its fallen companions as if it were trying to order them around without realizing they were dead. After a few moments, the new Sand Ripper figured out that the others were no longer with them, and it turned to face Ben with a furious roar.

[Ben]: (Exasperated) "I wish I knew what else I was expecting."

Before Ben could react, the marked Sand Ripper lunged down at him far faster than something its size should have been able to. It attempted to close its jaws around him, but shortly began screeching in pain and drew its head back, revealing Wildvine standing in Ben's place, with large spiky thorns jutting out of his body.

[Wildvine]: (Annoyed) "Would you guys quit trying to eat me? I'm not gonna magically stop stabbing your insides."

The Sand Ripper roared in anger and lunged at him again. Wildvine dodged to the side, but still had a good chunk of his torso ripped off by the attacking creature's massive teeth.

[Wildvine]: (Wincing) "Gah! Alright, tearing me to shreds might actually work. Let's try something you can't rip apart that easily!"

Wildvine twisted the Omnitrix dial with his remaining arm and slammed down on it again, transforming into Goop. The Sand Ripper looped back around for another attack, but Goop's amorphous body slid right through the gaps in its teeth.

[Goop]: "Alright, this takes care of the ripping and tearing part, but how am I supposed to take this thing down?"

The Sand Ripper made another pass at Goop, growing more and more enraged as none of its attacks seemed to be working, but ended up slamming into a wall of mana that abruptly appeared in front of it. Goop turned to see Gwen and Kevin running towards him, Gwen's eyes glowing as she formed three more walls around the Sand Ripper, trapping it in a makeshift cage.

[Goop]: (Hovering over to Gwen and Kevin) "Nice catch!"

[Gwen]: (Grunts) "Thanks, but I can't keep this up for much longer! Do you have a plan?!"

[Goop]: "...Hit it until it dies?"

[Kevin]: "A good plan?"

[Goop]: "Well if you're gonna push me like that, no."

[Gwen]: (Struggling to hold up the walls) "How did you beat all the other Sand Rippers?"

[Goop]: "I used Gutrot to gas 'em, but this guy is moving too fast for me to mix up a big enough batch to stop him. You guys got any ideas?"

[Kevin]: "If you have Way Big on that thing, you could just grab it and toss it into space or something."

[Goop]: "Oh yeah, Way Big! I should have him, actually! You two clear the area so I can transform without squashing anyone!"

Kevin nodded and ran off as Gwen dropped the mana walls and followed suit. Goop turned around and threw some acid in the Sand Ripper's face to keep it focused on him instead of chasing after the two. The Sand Ripper roared angrily, but the acid ultimately didn't do much of anything against its rough skin.

[Goop]: "Alright Omnitrix, you've been working great with me so far, so let's keep up that streak! It's time to go Way Big or go Way Home!"

The Omnitrix stayed silent for a few seconds before letting out a low, extended beep.

[Goop]: "Oh come on, you too?! Whatever, just help me throw this guy into orbit!"

Goop twisted the Omnitrix symbol and slammed down on it again, transforming into-

[Gravattack]: "...You gotta be kidding."

Gravattack was abruptly smashed across the face by the Sand Ripper's tail and sent flying a good twenty meters before slamming into the ground with a heavy thud. He groggily pulled himself to his feet and noticed some of the sand he kicked up orbiting around him in rings, prompting him to smack his forehead and let out a long sigh.

[Gravattack]: "Okay, I get it, I wanted the Sand Ripper in orbit, Gravattack has an orbit, haha, very funny, I'm dying over he-THIS IS SERIOUS!"

The Omnitrix beeped angrily at him as if to tell him he was missing the point.

[Gravattack]: "Oh, I'm missing the point?! What is Gravattack supposed to do against a giant stinkin' sand shark?!"

Gravattack accentuated his point by tossing his arms into the air in frustration, unknowingly tossing the approaching Sand Ripper into the air and sending it flying back into the ground with a loud thud. He turned and looked towards the source of the noise in surprise.

[Gravattack]: "Oh. Right. My bad."

The Sand Ripper jumped out of the ground again, making its way towards him at high speeds while letting out the kind of enraged shrieking that could only have been created by either a horrifically nightmarish monstrosity or the Ben 10 fanbase (assuming there's a difference).

Gravattack swiftly threw both of his hands upwards, removing the effect of gravity on the Sand Ripper. Without anything pulling it back towards the ground, the incredibly confused creature kept soaring in a straight line in Gravattack's direction. As soon as the Sand Ripper was directly overhead, Gravattack pooled all of his strength into one of his arms and punched it in the stomach, sending it flying upwards at high speed.

The last thing he heard from the creature was its enraged screeching slowly fading out as it flew into the upper atmosphere and beyond. He waited a few minutes to make sure it wasn't going to come crashing back down, then sighed in relief and sat down on the sand, reverting back to Ben. He groaned and flopped down onto his back, staring up into the deep orange Khorosian sky.

[Ben]: "...This race is gonna end up killing me."

The Omnitrix beeped in agreement.

[Ben]: "Not helping."

Some miles away from where Ben was resting in the sand, the bruised and beaten marked Sand Ripper flopped its way lazily across the sand, panting heavily as it did so.

[???]: "I see this beast isn't very smart."

Shortly after this gruff voice finished speaking, a high-pitched whistle could be heard from nearby. The marked Sand Ripper suddenly perked up and was consumed in a red flash, reverting first into an ordinary Sand Ripper and then into a wolf-like alien animal that seemed to be crafted out of magma. A small lid-shaped device fell off of the magma wolf's chest, sparking and crackling as it fell onto the ground, revealing a hexagon-shaped device with a glowing jaw-like design attached to its body.

The animal quickly got up and shook itself off, running over to the source of the whistle. It sat down next to an alien with green skin who wore armor crafted from bone and a ferocious scowl across his face.

[Khyber]: "I suppose I was at least able to give the new Nemetrix a proper test drive."

The wolf-like alien barked at him with a deep, crackling voice that almost sounded like bubbling lava.

[Khyber]: (Scratches the wolf's head) "Quiet down, now. We have a long race ahead of us."

A few hours later, the starting line area was set back to normal, and the racers had all made it into their ships.

[Announcer]: "Well folks, we're starting a bit later than anticipated, but a monumental first like this should be expected to have a couple...hiccups! The important thing is that the first ever Milky Way Race is finally about to begin!"

The crowd watching cheered loudly, drowning out the roar of the nearby ships as they prepped their engines for takeoff.

[Announcer]: "Alright, racing fans! ARE YOU READY?!"

The crowd cheered even louder. Several of the attendees with enhanced hearing abilities went deaf but would later report the experience as "worth it".


[Crowd]: "10!"

Ben strapped into his seat, giving Gwen and Kevin a silent thumbs up.

[Crowd]: "9!"

Vilgax narrowed his eyes as Psyphon began wildly flipping switches.

[Crowd]: "8!"

Khyber adjusted his grip on his ship's controls as his hunting animal squatted down on the passenger's seat and securely buckled itself.

[Crowd]: "7!"

Albedo angrily tossed his wrench behind his seat as quickly tried to reattach several switches he had been adjusting to the control panel.

[Crowd]: "6!"

Aggregor maintained a stoic expression for the most part, grinning slightly as he imagined running Ben through with his spear.

[Crowd]: "5!"

Several other villains who will not be focused on until later episodes and will thus be skipped over for this segment schemed schemey schemes of schemishness.

[Crowd]: "4!"

The small voice in the back of Ben's head returned, telling him that he should have let the other competitors die to have a better chance of winning the race.

[Crowd]: "3!"

Ben tried to ignore the voice, but it seemed to be getting louder and louder as the countdown went on.

[Crowd]: "2!"

The Omnitrix began beeping angrily as if it were trying to tell off the voice in Ben's head.

[Crowd]: "1!"

The voice and the Omnitrix were both drowned out as the Rust Bucket 3's engines kicked into high-gear, ready for a split-second takeoff.

[Announcer]: "GO!"

The row of waiting ships took off at high speed, some gaining an acceleration advantage over the others. The Rust Bucket 3 and Chimerian Hammer lead the pack, flying neck-and-neck as they each competed to pull in front of the other. Upon hitting the designated warp zone, the ships flew off into hyperspace, disappearing from view and leaving the crowd below mostly deaf and yet too excited to care.

A young man covered in full-body white and black armor with green accents stood a good ways away from the crowd, watching the ships take off from a reasonably safe distance. A few moments after they all disappeared into hyperspace, an older man in steampunk dress carrying a cane suddenly appeared next to him.

[Chrono Spanner]: "Why didn't you want me to help out, Prof?"

[Professor Paradox]: "This was an important learning experience for young Benjamin. You coming in and wiping out all of his problems for him would've completely ruined the point."

[Spanner]: "I guess. Why'd you want me to find him, then?"

[Paradox]: "Because at some point during this race, he absolutely will need your help."

[Spanner]: "When?"

[Paradox]: "Frankly, I don't know." A grim expression fell over his face. "And that's what worries me."

Paradox disappeared, leaving Spanner standing alone in the desert sand. He waited a few moments before pulling a small beeper out of one of his pouches and pressing a button on it before tossing it into the air. The beeper grew substantially, shifting around parts until it transformed into a rather futuristic motorcycle. Spanner revved up the gas and drove off, eventually fading away in a blocky green glow.

Major Events

  • The OV Omnitrix is destroyed by Atomix during the post-OV galactic road trip.
  • Kraab becomes a delicious dish of buttered crab legs.
  • Ben receives the Legacy Omnitrix.
  • Ben, Gwen, and Kevin enter the Milky Way Race.
  • It is revealed Khyber has a new pet and a new Nemetrix.
  • A shitton of people and aliens make their Milky Way Race debuts hell if I'm listing them all lmao.



  • Ben Tennyson
  • Rook (hahaha seeya shitlips)
  • Gwen Tennyson
  • Kevin Levin


  • Kraab (ded)
  • Vilgax (should be ded but ain't)
  • Albedo (still a lil shit)
  • Aggregor (now promoting Dollar Shave Club on his YouTube channel)
  • Khyber (cheating asshole)
    • Khyber's Schneehund (did nothing wrong)


  • Azmuth
  • Registration Alien
  • Announcer
  • Professor Paradox
  • Chrono Spanner/Ken Tennyson

Aliens Used

OV Omnitrix

Legacy Omnitrix

Nemetrix NXT

  • Deathfish
    • Ultimate Deathfish


  • Heatblast being the first alien used with the Legacy Omnitrix is a reference to him being the first alien used with the original Omnitrix.
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