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The Alternative is the fifteenth episode of the first season of Back in Action: Alien Universe.


Part I

[We open at a gas station in Bellwood. Heatblast is smacked into it, though not burning it, by a villain in a respirator and a suit bearing much resemblance to a rhino that stands on two legs.]

Heatblast: Whoa, man, you're gonna end up starting a fire!
Rhino: I know, Tennyson. Now get out of my way.

The humanoid rhinoceros gets on all fours and reveals his horn to be a laser-emitting device which he utilizes to blast at a gas tank behind Heatblast. Heatblast defends the blast by lifting a chunk of rock from beneath him and tossing it in the way of the blast. The rock is destroyed by the blast, at the same time ending the laser's path to the gas station.

Heatblast: You're about as thick as Animo, aren't you?
Rhino: How'd you know I worked for him?
Heatblast: Because I've seen you before, but you can't possibly remember; it hasn't really happened yet.
Rhino: Stop playing games with my brain, Heat Freak.
Heatblast: That's Heat*blast*.
Rhino: Whatever, get out of my way so I can blow this thing to smithereens. Heatblast (head cocked to face the Omnitrix): C'mon, Omnitrix, please work. He twists the dial on his chest to the right, followed by the tower becoming visible as it pops up. Heatblast proceeds to smack the Omnitrix symbol, transforming into Cannonbolt whose Omnitrix symbol is oddly located on his forehead.
Cannonbolt: Finally, I got that to work!

Cannonbolt rolls up and drives himself towards Rhino, absorbing the blasts sent at him as he gets closer. He rolls closer and closer until he finally arrives at Rhino. He speeds up, but just as he reaches the villain, Rhino thrusts out his stomach, leading Cannonbolt to bounce off of it, propelling Cannonbolt into one of the gas tanks. When Cannonbolt comes to a full stop at the station, he unrolls and rubs his head. He watches as Rhino proceeds with his plan, blasting yet another laser, except this time at the tank next to Cannonbolt. Too beat up from the recent blast, he simply cowers as the laser makes contact with the tank. The beam phases a tank, and an explosion amasses. The gas station's small building is destroyed, half of a nearby building being obliterated with the other half featuring a spreading fire, while most of the street nearby is covered ash. Cannonbolt experiences the pain of being responsible for the loss of all the lives of workers in the destroyed buildings, and the rest of that half-destroyed building left to burn. With the Rhino keeping a safe distance from the gas station, outside of a cloud of smoke surrounding the area, he watches as Cannonbolt escapes the area as well, limping and not attempting to roll, one arm holding up the other by the shoulder.

Rhino: Back for more, Tennyson?
Cannonbolt: No. He smacks his Omnitrix with the arm holding up the other and transforms into Clockwork, who bears not his normal bare skin, but instead his 11 year old self's uniform and single facial expression.

Rhino attempts to blast Clockwork, but times slows to a stop. The piece on Clockwork's head begins to rotate counter-clockwise as the environment and time themselves begin to follow suit. The laser being shot by Rhino is returned into his laser. His angered scream is replayed in reverse, and the explosion of the gas station is averted, but Clockwork proceeds to reverse time. The past Cannonbolt returns to his position just before crashing into Rhino. Clockwork slows down the speed of time reversal until he finds Cannonbolt just feet away from Rhino. When time continues at normal speed, Clockwork takes Cannonbolt's space, with all injuries removed.

Rhino: What? How did you transform so quickly?!
Clockwork: That's none of your business. He smacks his Omnitrix symbol, transforming into Four Arms who also bears his 10/11 year old self's uniform, Omnitrix retaining its spot on his left shoulder. He rushes after Rhino and uppercuts him miles into the sky.
Four Arms: But that is totally your business.

Four Arms bends his knees until he is nearly sitting on the floor. He smacks the Omnitrix symbol on his shoulder, transforming into Wildvine. He releases his bending and is launched by his six legs high up into the sky. He soon becomes level with Rhino. He wraps one of his arms around Rhino, but he returns to the offensive and blasts off Wildvine's arm. With nothing to hold, Wildvine proceeds to fall. He grows his severed arm as he falls at a similar rate as Rhino. When his arm is fully grown, he transforms into Cannonbolt to avoid as much as pain from the fall as possible. He ends up absorbing all possible damage, unrolling himself with no injuries or harm of any kind sustained. He watches as Rhino falls at his side, but despite landing flat on his feet, retains absolutely no damage as well. Rhino proceeds to blast Cannonbolt again, pushing him back a bit as Cannonbolt attempts to fight back by rolling forward. He averts a second destruction of the gas station by transforming into Clockwork yet again, still in his younger self's uniform, who lifts a chunk of the rock off the ground for the laser to blast. Using his aging ray, Clockwork blasts chunks of Rhino's armor into nothing. Feeling he had caused enough harm to Rhino after creating at least ten holes in his armor, he halts his laser. Rhino proceeds to flee the area, but just a second of running later, he is caught in a mana bubble. He is raised a couple feet in the air.

Voice: Now where do you think you're going?

Coming into view are a 12 year old Gwen Tennyson, appearing to have a shape to her head beginning to look like her mother's as well as her older self's, and 62 year old Max Tennyson. Our view is shifted to Clockwork. He begins to run towards Gwen with his Omnitrix's hourglass flashing red indicating time out.

Clockwork (running): Good job, Gwen.

[We watch as Clockwork finally arrives in front of his cousin and grandfather. He times out. Our view is shifted as we pan from the shoes of Ben up. We get a full body view of Ben, featuring his Converse sneakers, up to his blue jeans and white shirt with black vertical stripe, and horizontal at some openings, even his classic prototype Omnitrix, finally stopping at his head. From this perspective, 12 year old Ben is finally as tall as his cousin.

Ben: What's next?


Part II

[We open watching the scrawny, green-skinned Dr. Animo with his white shirt, baggy pants, and mind control ensemble stand in the shade under a tree around the corner watching Max, Gwen, and Ben capture Rhino. As he realizes Gwen is looking at and running towards him, he makes his escape attempt. He finds his small, beat-up car and attempts to start it. After it fails to work, he realizes Gwen standing before the car with the engine held in a mana bubble over her shoulder. As he exits the car in yet another attempt to foot it, he is captured by Max.]

[Around fifteen minutes later, the Plumbers can be spotted taking Dr. Animo and Rhino, with two Plumbers to each, into the back of a large truck designed for transport in broad daylight without being spotted. The truck is painted mostly black with a large green stripe rounding the entire paintjob. Max stands to the side of the moving Plumbers to speak to them.]

Max: Just remember he's human business. He can't get processed by us.

One Plumber from each of the pairs assigned to Animo and Rhino nods to Max in acknowledgement of his warning. After tossing the two criminals into the truck, two Plumbers seat themselves in the back with weapons in hand, while two others take on the front of the truck. Their suits change colors to resemble the green and white trash collection workers. Max, Ben, and Gwen watch the Plumbers off.

Ben: Things are finally starting to go our way, Grandpa.
Max: Yep, and maybe it's time to finally settle down, Ben. The Omnitrix could use a break now that Bellwood has become so safe.
Ben: But what if there is a problem? What if Animo returns? Or the Circus Freaks?
Max: I doubt it'll be anything the Plumbers can't handle.
Ben: But the Plumbers have just been cleanup!
Max: That's because you and your cousin have been doing all the large-scale missions for the last few years. Give yourselves a break, and if the Plumbers need you, we'll come get you.
Gwen: I'm all for a break. My grade's are slipping.
Ben: Lemme guess, you're getting a 98?
Gwen: I won't stoop that low, Ben. I have a 99. Would you believe that?
Ben: Only you would complain about a 99, Gwen.
Max: Ben!
Ben: Oh, yeah! Sorry, umm...I'll think about it, Grandpa, but I don't exactly know how to get the Omnitrix off.
Max: Don't worry about the details. The creator of the Omnitrix owes me a favor.

[We flash forward to the present, where a Darkstar, helmet-free yet retaining his unwrinkled form, is being blasted at by police officers while he is holding bags filled with money and jewelry from the shop behind him. Tired of dodging the cops' ammunition, he begins to blast their squad cars. After debris and smoke clouds from the explosion clears, he finds all the officers safe and sound in mana bubbles.]

Darkstar: Oh, fair Gwen has arrived.

The bubbles disappear. Anos drops behind Darkstar.

Anos: Sorry to disappoint, Michael.
Darkstar: Oh, no you don't! I'm not going back to the Null Void!

As Darkstar prepares to open a rift to someplace of his own, Anos transforms into Obsorber, who through an extended hold of Darkstar's shoulder removes Darkstar's portal-conjuring abilities. His skin begins to wrinkle and darken as it had been prior to the absorption for his new powers. He kicks Obsorber in the face as means of a distraction, puts one of the bags in his hands down on the ground and replaces his helmet on his head. As Obsorber decides to brush the attack aside, Darkstar picks the dropped bag back up and attempts to run off with it. Obsorber transforms into Rath after Darkstar distances himself only a matter of inches. He tackles Darkstar to a state of lying on his stomach on the ground with the bags containing stolen items being sent a few feet away with the contents spilling on the ground.

Darkstar: No, my wealth!

As Darkstar attempts to jump back up on his feet to recover the jewels and cash, Rath flips Darkstar over, having his back now lying on the ground. Rath bends over Darkstar, sharpening his claw in his face.

Rath (whispering): Listen to me, Michael Morningstar aka Darkstar, (begins to yell) THIS IS GONNA HURT!

[Our perspective is swapped to that of Darkstar, whose eyes shut in preparation for the beating Rath has prepared. After a moment's wait, we assume that we have been beaten senseless and are now in a jail infirmary being cleaned up before being sent to our cell. We open our eyes to find that Rath has disappeared.]

Darkstar: Tennyson? You out there? He looks ahead at the officers staring, awestruck, in Darkstar's direction. It appears he's given up then. He creates an entirely black shield before him as the cops return to bombarding him with lasers while he redeems the money and jewelry bags.

[Our attention is averted once more. We find ourselves in a room sitting outside of time. The laws of physics do not normally apply on a regular basis, but as six people arrive at the scene, the appearance of such laws is brought to the location. The new arrivals are major members of the 10 Squad, including Rath, Gwen, Kevin, Chelsey, Julie, and Cooper. Professor Paradox appears.]

Gwen: Paradox. Of course.
Professor Paradox: Hello, all.
Cooper: Err, have we met?
Professor Paradox: Yes, we have, Cooper. I'll regale you with those details at a later time.
Kevin: So what are you here to "regale" us with today?
Professor Paradox: A story.

Rath rushes up to Paradox and lifts him off his feet as he holds him by his lab coat collar.

Professor Paradox: I realize that, Ben. I've seen it all after all.
Professor Paradox: Hmm...your current form is not too favorable. With the snap of his finger, Rath reverts to human, with Paradox touching back down on the black "floor" below. Hello, Ben.
Ben: Err, sorry, Paradox.
Professor Paradox: Apology accepted. Now, be seated with your friends.

Ben turns around and sits in an open space between Gwen and Julie.

Professor Paradox: Now, you're obviously all wondering what kind of story I'm here to regale you with. Now I'm going to admit to you, one of us will not make it out awake tonight.
Kevin: What?!
Professor Paradox: Yes, one of you will fall asleep during this story.
Chelsey: I wonder who that could possibly be.
Professor Paradox: We'll have to find out rather than fire insults at each other. Now, as you may or may not know, I prefer telling my story live and with every last detail available to you.
Kevin: I doubt any of us knew that. You never tell us everything.
Professor Paradox: Maybe not you yet, Kevin, but I have with both Gwendolyn and Benjamin, incrementally with them both, of course.

A large screen appears behind Paradox.

Professor Paradox: I should note that this is one of several of my "lairs" existing outside of time. I come here when I want to be alone, if not on the uninhabitable side of Chronospect.
Kevin: Alright, alright, just get on with the story already.
Professor Paradox: The impatient one. So be it then. Let me start with a question for Ben.
Ben: And what would that be?
Professor Paradox: Do you remember all the fun you had in the months following the removal of your Omnitrix when you turned 13?
Ben: Yeah, I started with soccer back then.
Professor Paradox: Good. Now, let's watch.
Ben: But wait, what did the question have to do with--
Professor Paradox: Shh! It's starting! Paradox moves away from the screen, no longer covering a section of it.

[Onscreen, we find a younger Ben Tennyson arriving at his house in his soccer uniform. He shuts the front door of the house behind him after entering. He places his bike helmet at the top of a coat rock by the door and calls it in the house.]

Ben (onscreen, young): MOM! DAD! I have to tell you about this gir--

The onscreen Ben is able to hear some noise being made down the hall in the direction of his room.

Ben (onscreen, young): Mom? Dad? As he walks slowly through the living room in search of his parents, he arrives at the bedrooms of the house. He peeks into his parents' bedroom but finds nothing. He spots his bedroom door, which as opposed to the wide-open state he'd left it in that morning, is shut tight. He turns the doorknob and commences entering the room as the real world Ben begins to make a complaint about the scene.
Ben: I don't remember any of *this* happening.

We look at the onscreen Ben's facial expression as he spots the person who has searched most of his room, tossing many of his most prized possessions everywhere and anywhere in the room.

Professor Paradox: That is because this, Benjamin, is the alternative.

We watch the 13 year old Ben stare at the alien whose body twice the height of his room is bent at the hips so he can fit. This alien wears maroon armor and a respirator for the tentacles covering his squid-like face.

Ben (onscreen, 13 y/o): Vilgax...

The Chimera Sui Generis Vilgax turns the side, abruptly halting his search. He commences a low maniacal laugh at the sight of Ben.


Part III

[Ben rushes towards Vilgax and begins to attack him sending very weak attacks to Vilgax's knee. After a moment of simply absorbing the pitiful blows, Vilgax kicks Ben to the other side of the room, dropping Ben on his bed.]

Vilgax: Now where's the Omnitrix, boy?
Ben: I'm not telling you, Vilgax.
Vilgax: Pity.

Vilgax rushes over to Ben, grabs him by the arms, and tosses him out of Ben's wide-open window knocking Ben's bike over with Ben's own body. Ben, without his helmet, fixes his bike, jumps on, removes the kickstand, and rides off even despite the pain induced by smacking into his bike. Vilgax watches him off, squinting as he wonders what's he up to. With his amount of time left to search for the Omnitrix diminishing, he is quick to return to searching through Ben's dresser drawers for the Omnitrix.

[We find Ben arriving at Gwen's house. As he rides into their yard, he jumps off the bike as it continues to ride itself, falling just before crashing into the side of the house. Ben knocks on the front door, and Frank Tennyson is the first to arrive. He opens the door for Ben.]

Frank: Oh, hello, Ben. It's nice to have you ov--
Ben: Is Gwen here?
Frank: Err, yes, she's upstairs in her room. I wouldn't just barge--
Ben: Alright, thanks, Uncle Frank. He rushes past Frank and up the stairs. Upstairs, there is a sole door that is shut tight. Well, duh. He opens the door, disregarding completely what she could be doing inside. When he steps in, he finds Gwen meditating through hovering over her bed with her spell book before her. Her glowing pink eyes open as she loses focus and drops onto her bed followed by her book falling on her. Err, sorry?
Gwen (in her blue shirt with dark blue cat in the center, now slightly small for her size): Oh, it's just you, Ben. What's up?
Ben: You really should lock this thing. What if it were your parents?
Gwen: They mind my privacy. Knocking's all you need. Now, why are you here?
Ben: It's Vilgax.
Gwen: What?! What do you mean "it's Vilgax"?!
Ben: He's at my house, searching my room for the Omnitrix.
Gwen: How'd he know where it was?! I thought he could only find it if it was activated.
Ben: I have no idea!
Gwen: Ben...
Ben: I swear, I didn't do anything!
Gwen: Are you sure you didn't?
Ben: I swear! I haven't put it on since Azmuth took it off. Besides, I'd still be wearing it now if I did.
Gwen: Alright. Then (she shoves Ben out of her room and speaks to him from inside as she prepares to shut the door) let me change into some new clothes I've been dying to wear.
Ben: Alright, but hurry up! Use your magic if you have to!
Gwen: Oh, I will. Slams the door.

Ben is able to audibly hear things flying around inside Gwen's room from outside. Soon, that escalates to what sounds like explosions in the room. Frank rushes upstairs and after finding Gwen's door locked interrogates Ben about the noise.

Frank: What's all the racket?
Ben: Err, uhh, well you, Uncle Frank, Gwen's err--

The noise in Gwen's room stops for a moment, and Gwen peeks just her head out to speak to her dad.

Gwen: Chemistry set, dad.
Frank: Ah, alright. Just keep the noise level down. He turns around and begins to head downstairs, whispering to himself. Whispering Chemistry set...

Gwen shuts her door once more and a minute of continuous noise later, she emerges draped in her newest outfit--a blue sweater worn over a white shirt, black mini skirt, black heels, and black stockings.

Ben: Nice, but isn't that a little big for you?
Gwen: I'll grow into it.
Ben: Alright, let's go.

The two rush downstairs where Frank is seated at a living room couch. As the two go by, he rises to his feet. Gwen opens the front door with Ben behind her.

Gwen: Be back later, dad!
Frank: Don't get home late, and stay safe!

Gwen is the first to head out with Ben running behind her, saluting Frank adieu from a distance as he shuts the door behind him. While Frank is still standing, Natalie arrives in the living room.

Frank: Did you know Gwen has a chemistry set?

Natalie simply shrugs in response.

[At Ben's house, Ben and Gwen arrive on the scene riding a Ben's bike which Gwen had made a two-seater prior to the ride using a spell. Like Ben had done upon arrival at Gwen's home, they leave the bike to drop on its side as they jump off upon reaching their destination in front of Ben's room.]

Ben: Now we just have to sneak up on--

A hole is bashed through Ben's wall facing their direction. Debris flies everywhere. Gwen protects herself using a sole rectangular mana wall before her. Vilgax steps out of the room with the Omnitrix in hand.

Gwen: Vilgax!

Gwen begins to besiege Vilgax with her mana blasts, rapidly firing back and forth and back and forth in an endless cycle. Vilgax simply shrugs off each hit as they come to him as being just about as weak as Ben's own bare punches. Vilgax spawns an impenetrable beam that descends upon and wraps around him from his ship based somewhere over Earth's atmosphere. A metal platform is created under him for him to ride in case the beam fails. Vilgax waves as he is brought closer to his victory without having to lift a finger.

[Out of the debris that halts being tossed around from Ben's room is Grandpa Max bearing an over-sized weapon primed at Vilgax.]

Ben and Gwen: Grandpa?
Grandpa Max: Busy, pumpkin.

Also exiting the debris, coughing from the amount refuse flying towards him, is a character in a gray collared shirt and jeans bearing a similar hairstyle to his son. Ben is quick to recognize him and immediately pronounces his name upon doing so.

Ben: DAD?!


Part IV

[Carl and Ben continue to look at each other, awestruck at the other's presence. Just before the two commence speaking, the scene is freeze-framed as we move to the main timeline where this story is being watched from. Paradox is watching Ben transforming in the background rather than watching the story.]

Paradox: Benjamin, what are you doing?

Our view is shifted to Ben, who quickly transforms from Plastikitee to Anos.

Anos: There's still time to go after Darkstar.
Paradox: We're outside of time, Benjamin. If you were to find a way to escape, you would find yourself trapped wherever you would go--or trapped in some alternate reality that is incomprehensible nor properly navigable by life forms from our dimension.

Anos decides to revert to human and seat himself between Gwen and Julie once more.

Paradox: You decided to seat yourself again?
Ben: Yes, but just until I figure out what whatever you just said means.
Paradox: Reasonable.

[Our view returns to the awestruck Carl and Ben Tennyson.]

Carl: Ben?! Gwendolyn?!
Gwen: I think I know a way to stop Vilg--
Carl: I want you to leave here now. This isn't the place for children to be.
Max: Carl, Ben and Gwen can help.
Carl: Oh really? Dad, I'll be wanting an explanation for that later. Now, what's that alien creep want with Ben's old watch?
Max: That watch is no regular thing.
Carl: But Ben told me he won it somewhere during that summer trip when he was 10.
Max: And I apologize for that. It was my idea for him to have kept that a secret.
Carl: So what's so special with that watch then? Oh, let me guess, it's of alien origin? Is it something stolen from that alien?
Max: That watch is a powerful device, and that alien--Vilgax--wants nothing more than to use it as a means of starting an intergalactic war. Ben has proven to use it for heroics in the past few years, having stopped Vilgax on several occasions.
Carl: And how has he been able to do that with that watch?
Max: It allows the user to transform into any alien in the galaxy.
Carl: Wait...transforming into aliens? You don't mean...all those aliens that were around the country since then...
Max: Yes, Carl.
Carl (smacking his palm to his face): Oh, why didn't I connect the dots? As soon as you, Ben, and Gwen arrived back, those aliens stayed here in Bellwood. And wherever our family went with Ben, the aliens followed. Here I was thinking it was sheer luck, that those aliens were some kind of guardian angels for the Tennysons.
Ben: Alright, now that that's cleared up, we need to get the Omnitrix from Vilgax.
Gwen: Then can I please try something?
Ben: Will it involve me getting hurt?
Gwen: Maybe. You ready?
Ben (starting with a sigh): If we can get the Omnitrix back, then I'll do anything.
Gwen: Alright. Her eyes begin to glow pink.
Carl: What is she doing?
Max: Magic.
Carl: Oh, I'm going to love the story you're going to have to tell me later, dad.
Gwen (hands raised, extended digits facing Ben): Lucious Oneiromancer!

Mist exits the Omnitrix from Vilgax's hand with Vilgax entirely unaware as his attention is focused just on his ship. The mist wraps around Ben and makes him completely surrounded by the green haze. After a brief moment of holding Ben inside it--during which time Carl attempts to run after the haze to get Ben out but is held back by Max, the mist suddenly clears out. In Ben's place is Nigester, even featuring an Omnitrix symbol on his chest. Unbeknownst to Vilgax, the Omnitrix's dial turns white, signifying the watch's activation by an outside source.

Nigester: Whoa, what'd you do?
Gwen: I've bound you to a new transformation, a member of the extinct species of Oneiromancers. He can control dreams, gain energy from them, and teleport.
Nigester: No way! Teleportation?!
Gwen: Quick, think of a name for him.
Nigester: Err...Dream Eater?
Gwen: Try again. He can eat even more out of nightmares.
Nigester: Night Eater?
Gwen: What about a better word than "eater"? What about Digester? And put it together with Night.
Nigester: Night Digester...Nidigester...Nigester!
Gwen: There you go. Now go get Vilgax.
Nigester: If you want, I'll give you more aliens to name later. Nigester's body is made into an intangible white energy source and is shot at light-speed into the Chimeran Hammer posted miles outside of Earth's atmosphere.

[After a few more minutes of his ride up to his ship, Vilgax finds himself finally being raised to the interior where he is met by several of his floating drones.]

Vilgax: I've brought the prize. Take it to the hold for analysis.

The drones suddenly each explode.

Vilgax (squinting): What is this?

Particles of light formulate in an area near the drones' destruction in the shape of Nigester's body and finally recreate his body.

Nigester: Oh, this? This is Nigester, Vilgy.
Vilgax: Tennyson! He looks down at the Omnitrix in his hand, realizing now that its hourglass is white. How were you able to activate the Omnitrix?
Nigester: That's none of your business.
Vilgax: Grr...
Nigester: Tsk, tsk, Vilgax. You're not a dog; why are you growling?
Vilgax: Drones!

Several drones emerge from the shadows behind Nigester. He flips around to view the ten that are rushing towards him. He utilizes lasers blasted from his eyes to destroy them. With three drones left, he prepares to blast them but finds Vilgax holding tightly onto his leg.

Nigester: Let go of me, Vilgax.
Vilgax: Are you aware of what kind of state you are currently in, boy?
Nigester: Yes, I'm in the state to kick your butt. I bet I'd do it pretty well, too, if I could use Feedback.
Vilgax: Drones, deactivate.

The drones heading for Nigester stop midair. They become motionless but remain intact.

Vilgax: Do you realize that your species, the Oneiromancers, are extremely fragile?
Nigester: I must be the exception.
Vilgax: I highly doubt that. Your Omnitrix is malfunctioning, yes, but in most cases, it's not in your favor. If I were to punch you right now, even with a weak punch such as those dealt in your human form to me, you would dematerialize before my very eyes into specs.
Nigester: You're bluffing.

Vilgax's arms thicken.

Vilgax: Would you like me to show you how fragile you are?
Nigester: I'm not going to take that chance.

Nigester begins to blast at Vilgax but he remains impervious. Vilgax stretches the one of his arms not holding tightly onto one of Nigester's leg over to Nigester's chest. While Nigester attempting to intensify the blast so as to actually cause Vilgax some harm, Vilgax continues to sustain no damage. Vilgax taps 3 spots on the Omnitrix dial on Nigester's chest, effectively reverting him to human. Vilgax begins to hold Ben by his right arm feet over the floor. The Omnitrix's hourglass turns red on its hanging location on Vilgax's belt.

Vilgax: Drones, activate.

The drones' lights become blindingly scintillating to the point of Ben having to cover his eyes with his left arm. The drones fly over to Ben and each grab him by a point of his upper body: two to his hands and one to his head. They hold him off the floor.

Vilgax: Take him to be executed. I was going to have him fall at the hands of my bioid minions, but now that I have to be patient thanks to having to time out the Omnitrix, I'd rather watch the life be sucked out of him before my eyes rather than at the foot of a minion.

The drones move in a nodding fashion and fly away from the current room in the Chimeran Hammer to somewhere down a long hall in a desolate room. The drone holding Ben up by his head relieves himself of his post and hovers over to the light switch. A small robotic arm peeks out of the lower half of the robot's body and flips the switch upwards. The lights turn on, and a single stone chair in the middle of the room is now made visible. Skeletons belonging to aliens of various species including Appoplexians, Vaxasaurians, and Aerophibians are put in corners of the room with some bones being severed from their lifeless bodies. The drones holding Ben toss him into the chair. Out from the floor come stone armrests where Ben's arms are propped up onto.

Ben (lifting his arms off of the armrests): Agh, these are so cold.

Metal cuffs drop from the ceiling, wrapping around Ben's arms and the armrests to keep Ben tied to it. The drones float in front of Ben's legs and spread them so that they can use more cuffs to strap him to the legs of the chair. The door to the room slides open, and Vilgax steps inside.

Drone #1: He's strapped in, sir.
Vilgax: Good. The Omnitrix has been dropped off. I shall now make the announcement.
Drone #1: Of course, sir.

A microphone descends from the ceiling to just in front of Vilgax's mouth.

[Our perspective is brought into one of the aliens held in captivity in Vilgax's prison block. The cross-legged seated being is tossing a rubber ball off of the bars and back to him in an endless cycle.]

Vilgax (ship-wide intercom): All prisoners will be free to watch the execution of Ben Tennyson from their cells in approximately five minutes. Simply hail a guard that passes by you. If a guard is not actively passing you, too bad; you will be missing the event of a lifetime thanks to a careless guard who will likely be fired shortly.

The being who is nothing but a silhouette due to his status in the shadows holds the rubber ball in his hand abruptly ends the cycle. Our perspective is changed to his own, looking down at a small alien standing up straight before him at no more than 6 inches tall.

Small Alien: Hello, I am Azmuth of the Galvan. I know you'd hate to hear this at a time like this, but I need your assistance.
Silhouetted Being: What's in it for me?
Azmuth/Small Alien: The only thing you desire--your escape from the Chimeran Hammer.
Silhouetted Being: What do you need help with?
Azmuth: I need you to free Ben Tennyson.
Silhouetted Being: Not going to happen. Me and Tennyson have history.
Azmuth: I realize that. Upon escape, how about your being set up with a bit of cash.
Silhouetted Being: How much?
Azmuth: However much you desire. The Galvans have no true need for money; whatever we need, we can build on our own.
Silhouetted Being: Now you're speaking my language.
Azmuth: Then do we have a deal?
Silhouetted Being: Of course.

The silhouetted being pops his head out of the shadows as he begins to laugh maniacally. His white skin, black hair, and toothpick in his mouth are all too familiar, reminiscent of a past foe. His appearance belongs to someone, an Osmosian--Kevin 11.


Part V

[We open in the chamber where a 13 year old Ben Tennyson is strapped into an uncomfortable stone chair, seated before those prepared to execute him: Vilgax's drones as well as Vilgax himself. A drone with a black and gray color scheme enters the room through a sliding door and floats before Vilgax. A display becomes visible on its head with a label reading "Viewers" on top of a large number of 703.]

Vilgax: You see, Tennyson? With 800 prisoners, you've managed to garner most of the attention of my prisoners. Congratulations.
Ben: You're not going to get away with this, Vilgax.
Vilgax: Why? Will the female Tennyson try and stop me? Or shall your father or grandfather make the attempt on their own?
Ben: I don't know, but if they do--when they do--you're going to wish you didn't try this.
Vilgax: Oh, boo-hoo.
Dark Drone (black and gray): Execution in one minute.

A metal band straps Ben's head into his chair.

Vilgax: Prepare to meet your demise, Tennyson.

The sliding door opens yet again. Stepping through it is Kevin in his human form. Held in the palms of his hands is the Omnitrix.

Vilgax: Levin...
Ben: You mean "Kevin"?
Vilgax: I can refer to him by his primary name or his surname, Tennyson. Do not correct me.
Ben: Wait, so Levin is his last name?
Kevin: Shut up, Tennyson, before I turn back and just let you die. I've got the Omnitrix in my hands. I'm free to run.
Vilgax: Drones!

Two of the three red and orange drones in the room float towards Kevin and shock him. At first, Kevin takes on extreme pain, but soon he experiences nothing as he begins to absorb the electricity. His hands become charged and with a single blast, he eliminates the guards that had come after him. He tosses the Omnitrix to Ben, but Vilgax intercepts the throw and wraps the watch around his wrist.

Kevin: Ooh, that's too bad, Vilgy.
Vilgax: For you, yes. He pops the dial up and smacks down immediately, only to be responded to with the Omnitrix's error sound. Vilgax realizes the Omnitrix is still timed out. Has it been less than 10 minutes? I thought the Earth expression was that "time flies while you're having fun." I guess that does not apply in this case.
Kevin: For you, yeah. For me, I'm about to have some fun beating you around the room.
Vilgax: Oh, yes? Are you going to blast me with those inferior charges?
Kevin (Charged): No. Someone taught me how to control my powers, and just before you took the Omnitrix, I perfected them. He distracts Vilgax through blasting him in the face. Vilgax continues to show no sign of being even the slightest bit moved. Vilgax watches as Kevin grows alien features across his body. From the upper right corner of his body, flames engulf his skin and clothes without charring them. In the shape of his body, he has adapted and become part Pyronite. You wanna take back your words now?
Vilgax: No. You have assumed a mutation less powerful than that mass mixture of Tennyson's original playlist. You weren't able to defeat me in that form, so I don't see you being capable of doing it in this one.
Kevin (Pyronite): First off, it's not a mutation. And second...He jumps after Vilgax and throws his fist down in front of him. A drone comes in the way of Kevin's punch and explodes upon contact with Kevin's fiery fist, blasting Kevin a short distance away. As the smoke clears, Vilgax reveals having protected his face with his arms crossed before it. In spite of this measure, he was moved ever so slightly. Ugh...You're not going to be able to do that to me again. His flames and molten rock regress into his body. Subsequently, his skin takes on a light red color. His shirt is ripped through as muscles grow across his body. Two extra sets of arms the size of his standard, non-muscled arms grow beneath his now muscled pair. You can't take on a Tetramand.
Vilgax: Let's see about that.

Vilgax and Kevin run towards each other, meeting at the center of the room. Their flat palms meet and they struggle to try and fight the other back. Kevin's lower arms attempt to swing at Vilgax but are too short to hit him. Vilgax's arms thicken, and he manages to begin to push Kevin back.

Dark Drone: 30 seconds.
Vilgax: I grow weary of this. You obviously have some assistance; you're stalling for something.
Kevin (Tetramand): Oh, you know me so well, Vilgy.

Kevin stops his fight with Vilgax. Vilgax throws a powerful punch towards Kevin's face that sends him into the wall, creating a dent shaped to Kevin's body that goes through half of it. Kevin reverts to his human form but remains half-immersed in the wall.

Vilgax: Analyze the room for intrusion.
Drone #2: Analysis complete. One uncatalogued specimen found: Galvan.
Vilgax (squinting): Where?

The drone faces a corner of the room. Vilgax turns around and looks to it as well.

Vilgax: Ahh, the creator of the Omnitrix, we meet again. I'd like to thank you for this creation, for your greatest invention shall now be the source of the universe's demise. Don't worry, though, you shall be the last to meet my fury, so you'll observe the unintended use of your toys.
Azmuth: I don't think so.
Vilgax: Oh, yes. He pushes the Omnitrix's dial popping button and raises his hand in the air, only to realize after smacking his hand down on the dial that the tower is missing. Where is it?
Azmuth: I'd rather die than tell you that.
Dark Drone: 20 seconds.
Vilgax: I'll find the Omnitrix's tower, and regardless of how long you hide it, the Tennyson boy will be lost in the process.
Azmuth: I do not care for the life of the boy, only for the preservation of the universe, or at least the Tennysons who are aware of your presence on Earth and have already suspected your plan--that is, Maxwell and Gwendolyn Tennyson.
Vilgax: You think they will be able to find forces capable of defeating me?
Azmuth: Yes, I do.
Vilgax: Grr...drones, analyze for an Omnitrix signal. If the creator has hidden it, it must be giving off some faint signal.
Azmuth: I wouldn't do that if I were you.
Vilgax: I will and I shall.
Drone #2: Signal found. Floats over to the opposite corner of the room. Its arm extends out of its body and pokes it. Suddenly, the previously invisible Omnitrix tower appears. The drone holds it in its claw-like hand and floats the tower back over to Vilgax.
Vilgax: Do not make me ask.

The drone dips and raises the front of its body in a nodding fashion. It moves the tower and places it in its holder on the Omnitrix. Vilgax rotates it himself to confirm it being in place.

Vilgax: Ahh, perfection.
Dark Drone: 10 seconds.

Vilgax pops the dial on the Omnitrix up and smacks down on it. He repeats this several times, yet the Omnitrix fails to transform him into anything.

Vilgax: Azmuth, what have you done?
Azmuth: No.
Vilgax: "No"?
Azmuth: Yes.
Vilgax: Stop toying with me. What have you done to the Omnimatrix?!
Azmuth: No.

Vilgax throws his arm down at Azmuth and grabs him up in his right hand. He holds up him tightly in his hand.

Vilgax: For the last time, what have you done?
Dark Drone: 5 seconds.
Azmuth: Alright, you've been rather persistent. There is two seconds of silence.
Vilgax: So?
Azmuth: Oh, yes...Boom.

The Omnitrix explodes in Vilgax's hand. As smoke begins to fill the room and Vilgax absorbs the wrath of the explosion, Azmuth leaps out of Vilgax's hands and rushes over to Ben.

Dark Drone: 3 seconds.

The sound of the Omnitrix being toggled can be heard. A bright green flash can be seen trying to make its way through the cloud of smoke. Azmuth walks out of the room, coughing. The sliding door closes behind him with the smoke staying within the execution room.

Dark Drone (in the smoking room): 2 seconds...1 second. Commencing auto-execution.
Azmuth (outside of smoking room): By George, I hope Benjamin fares well.

Azmuth is able to audibly hear the final two drones being destroyed. The sliding door is opened with a tall life form engulfed in smoke emerging from it. As the sliding door closes behind him, his identity is made clear. A large Galvanic Mechamorph robot stands before Azmuth.

Mechamorph Robot: saved me.
Azmuth: It's an owed favor, to you, after having saved my life all those years ago.
Mechamorph Robot: On multiple occasions, yeah.
Azmuth: I see the suit is properly adapting your phraseology.
Mechamorph Robot: Did you really enjoy what you spoke of in there?
Azmuth: What particularly are you referring to?
Mechamorph Robot: Your not caring for my well-be--
Azmuth: One moment, Ben.

A hologram of one of his Galvan assistants is projected off of his belt.

Galvan Assistant: Hello, Azmuth. I have some unfortunate news about the Omnitrix. I recently picked up on an S--
Azmuth: SDM signal, yes.
Galvan Assistant: Sir, was this triggered by--
Azmuth: By me, yes.
Galvan Assistant: For what reason?
Azmuth: To save the Tennyson boy.
Galvan Assistant: Your greatest creation destroyed for the life of a mere human? What if he turns out to be evil?
Azmuth: Anyone could change sides at any time, but I can say for certain that this boy will not. Besides, the life of the Tennyson boy was not the only one at stake. The entire universe's inhabitants were. Vilgax had the Omnitrix in his possession.
Galvan Assistant: Just please tell me you didn't give the Tennyson boy another Omnitrix. As you can see, he doesn't deserve it, he can't even hold onto it without putting the universe at stake. This is the second time within three years.
Azmuth: I did not. He has been awarded the Mark II Aggression armor.
Galvan Assistant: I see...Azmuth, I'll see you later. I have something to discuss with you.
Azmuth: Alright. I will see you at the lab, Albedo.

The hologram of the Galvan Assistant/Albedo fades into Azmuth's belt.

Aggression Ben/Mechamorph Robot: My question, Azmuth?
Azmuth: Ahh, now what was it again?
Aggression Ben: About your care for my well-be--
Azmuth: I do not express my feelings on such matters, Benjamin. Now, I must be on my way. There is much work to be done now. He disappears.
Aggression Ben: Great, left alone on Vilgax's ship. How do I even get off of this ship? He begins to walk down a few halls. As he makes a bit of a distance, he realizes someone is following him. With every time he looks back, they make their move to cover. He eventually reaches the end of the hall, where he finds the room Vilgax had entered the ship from. He approaches a control panel and commences hacking it to enable the beam to the ground. While he is typing, he is smacked across the head, knocking him away from the panel. What was--? He looks to his side to find Kevin in his Tetramand form again. This again, Kevin?
Kevin (Tetramand): Yeah, now that I'm more powerful than you since I have all your transformations, you've got to bow down to me. He jumps into the air and takes a swing at Ben similarly to how he had to Vilgax. Ben in the Aggression armor slides to the side of the blast, Kevin left punching through the floor of the ship.
Aggression Ben: Ahh, that's a great plan.
Kevin (Tetramand): Stop trying to think, Tennyson. He takes another swing at Ben, but misses as he dodges, creating another hole in the floor across the room. You're not good at that!
Aggression Ben: Oh, and you're the most perspicacious in the bunch?
Kevin (Tetramand): The most what?
Aggression Ben: Let me dumb it down for you. Kevin swings at him yet again, missing, but this time managing to pound Ben at his hip with another arm. Ugh, you're getting smart.
Kevin (Tetramand): I'm a smart guy, can't help it.
Aggression Ben: Yeah, the ladies love a guy like you.
Kevin (Tetramand): Yeah, don't they?
Aggression Ben: So would you say you can enable the teleporter using that control panel over there?
Kevin (Tetramand): I think I can. He walks over to a control panel on the other side of the room, opposite the one Ben had been trying to hack. So how do I do this?
Aggression Ben: Oh, it's simple, just dial in the first four symbols in the upper left of the keyboard.
Kevin (Tetramand): Hey, I don't need your help!
Aggression Ben: You thought of that all on your own, I swear. I didn't say anything.
Kevin (Tetramand): Oh...I must be going crazy or something. He presses the four buttons on the upper right of the keyboard on the control panel, which all feature alien symbols. In the background, Ben slowly approaches the opposite control panel and hacks it through merging his Mechamorph body with the panel. There we go, teleporter's working. He turns around and finds Ben at the other control panel. Oh, you tricked me!
Aggression Ben: Well, duh.

Kevin rushes after Ben, who without looking creates a Mechamorph shield behind him. The circular beam platform commences to descend towards Earth. Ben proceeds towards the platform with his shield protecting him from Kevin's powerful Tetramand blows and begins to ride it. Ben makes the shield somewhat transparent in green. Ben waves to Kevin as he descends below the ship's floor level.

Aggression Ben: Have fun. This place is going off with a bang.

As the beam is no longer at level with the floor, an opaque white barrier, is put in place of the beam that Kevin pounds with all six of his fists in an attempt to get through to Ben. He stops as he begins to hear an incessant beeping behind him. He turns around to see the control panel's in-built display flashing red harmonically with the beeping.

Control Panel: Detonation in 3.

[Our view is changed to Ben's own, looking up at the Chimeran Hammer from the beam platform.]

Control Panel: 2...1...

The ship glows red from the location of the control panel and spreads through the ship. It blows to smithereens, separating chunks all over space. Dismembered pieces of Vilgax's upper body can be seen flying through space, while Vilgax's lower body stays intact as it floats endlessly. Following the destruction of the ship, the beam Ben through ceases to be. As the beam begins to fade to transparency, the platform Ben rides on no longer pivots on anything. The platform proceeds to fall towards Earth with Ben riding it uneasily.

[We are brought to the Tennyson home where Carl is awaiting the return of his son.]

Carl: Max, are you sure he'll be okay?
Max: He's been through worse, Carl.
Carl: WHAT?!
Max: Isn't that comforting, Carl?
Carl: That my son's been through a bigger battle than one with an alien like that?
Max: Yes, because you know he's dealing with something he's been able to conquer before.
Carl: I guess...but I'm still waiting for that explanation.
Max: And I still say you'll be getting one.
Gwen: Guys, I'm picking up on Ben heading for us.
Carl: Oh, good.
Max: See, Carl, he's okay.
Gwen: I don't know about that. He's heading for us pretty fast, and I don't think he's using Heatblast or Cannonbolt, or XLR8 if he's somehow riding on something.
Carl: Well, where is he?
Gwen: He's...he's in the skies somewhere, coming from Vilgax's ship...Vilgax's ship just got blown to bits.
Max: Ben destroyed Vilgax's ship?
Gwen: You say it like it's a surprise. He's blown it up before.
Carl: BEN'S BLOWN UP THAT ALIEN'S SHIP BEFORE?! He drops his gun before him, and after a bit of uneasy striding, falls on his back on the floor.
Gwen: Err, he'll be fine, Grandpa.
Max: Your uncle is a pretty strong man for his age.
Gwen: And how old is--Ben's about to crash down!

Gwen and Max look straight up into the air as Ben in his Aggression armor crashes down before them, creating a deep hole in the ground.

Max: Ben!

Max and Gwen look into the hole. Gwen uses her powers to lift Ben out of the hole. When she lays him down, his suit reduces to a bookbag on his back with Galvanic Mechamorphic patterns. Max and Gwen rush over to Ben.

Max: Ben, are you okay?

Ben doesn't respond, simply lying down while groaning to himself. There is a blue glow behind Ben and a scientist in a lab coat appears.

Gwen: Who are you?
Scientist: I am a time traveler, primarily known across all of space and time as "Professor Paradox". My origins are not in anyway important, but my presence right here and now is. Steps over to Ben. Benjamin is perfectly fine. He will sleep off the pain and be alright sooner or later.
Max: "Sooner or later"?
Professor Paradox/Scientist: Yes. I cannot say for certain because time can change easily, but I will assure you he is fine so long as he is not dealt any harm in his current state.
Max: What about Carl?
Professor Paradox: Your son? Oh, Max, even you can tell he is perfectly fine. Well, I must be on my way, this whole event is about to be told to a few alternate timelines. He disappears.
Gwen: Oh, man, I should've asked him what I was going to become later, what college I'm going to go to or something.
Max: Gwen, time is a delicate thing. Even if he told you, there's nothing that says for certain it would happen.
Gwen: I guess...

As Gwen helps move Ben onto his bed in his broken bedroom using her powers, Max heads over to move Carl to his own bedroom.

[Our attention is moved to an area just around the corner where Kevin is in his Pyronite form, lying on the ground in a hole. For a moment, he shows no signs of breathing, but someone in a cloak approaches him and rubs their hands over Kevin's body. His human form is restored, and he coughs as life is brought back to him. He opens his eyes to find the person standing over him.]

Kevin (coughing): Who are you?
Being (removing her cloak's hood): I am here to help. With her cloak's hood completely removed, Kevin is able to fully realize the features of the 13 year old black-haired girl's face before him. My name is Elena Validus, and I believe we have a mutual enemy.

[We return to Paradox's lair outside of time, where Kevin is found sleeping in his place near the rest of the 10 Squad. The screen displaying the events is freeze-framed and disappears completely. Paradox becomes the center of attention for the 10 Squad.]

Professor Paradox: And so that's the origin tale of an alternate timeline version of Ben Tennyson.
Cooper Daniels: Fascinating, Professor Paradox, absolutely fascinating. So many different events of that story could change Ben's history completely. It's a good thing they didn't really happen.
Professor Paradox: In reality, they did, just not in this timeline. That Ben exists, and his past and future are still occurring.
Cooper Daniels: So will we ever meet this Super Ben?
Professor Paradox: This one refers to himself as "Upgrade Ben", and no, I can't say you will. He reads his Chrononavigator. Well, look at the time. You must all be getting back to your last situations. And someone wake Ethan Levin. He disappears.

[In the blink of an eye, just before complaining that Paradox had left them alone, they are all teleported to their previous scenes. We see Rath standing on top of Darkstar once more.]


[As Rath takes a swing, our attention is flown to the Tertiary Wing, the Thep Khufan Commander's ship. Scarogus enters the Commander's throne room. After the proper procedures--bowing to the Commander and kneeling at the base of the altar, Scarogus welcomes the Commander's discussion from his stance on the display.]

Thep Khufan Commander (display): I'm glad you were able to make it so quickly.
Scarogus: Anything for you, Commander.
Thep Khufan Commander (display): Good, good...has the job been completed?
Scarogus: Which one?
Thep Khufan Commander (display): Mission M.
Scarogus: Ahh, yes. The scouting is complete. Getting a hold of her will be simple. We've already got a lock on her.
Thep Khufan Commander (display): Great work then, Scarogus. I will be awaiting the arrival of our latest Mistress. Who is she?
Scarogus: Who else? That Mercedes Barnes girl all over the Earth news.
Thep Khufan Commander: Ahh, yes, what a brilliant choice. I cannot wait to meet her. Dismissed. I shall prepare for her arrival.
Scarogus: Thank you, my liege. He steps out of the room.

After Scarogus leaves, the Commander receives a call on the display. He projects himself on the chair to give the illusion of still having his physical form. He answers the call through manipulating the power to the answer button. Picking up the call is Loitus.

Thep Khufan Commander: Brother, how are you doing?
Loitus (display): I am doing fine. I just want to thank you for what you did.
Thep Khufan Commander: What did I do?
Loitus (display): What else? You're now looking at the Second-in-Command in the Thep Khufan army.
Thep Khufan Commander: Oh, congratulations, Loitus! You're rising in the rank. If it weren't for Warren's hold onto General status, you would be Commander by now.
Loitus (display): Ahh, do not worry, my brother, Tersce. I'd really like to thank you for what you did in whatever way possible. If you ever need me or some extra members for whatever mission it is you are working on, I will send for it or them immediately.
Thep Khufan Commander: Much appreciated, Loitus.
Loitus (display): Alright. That was all. Dismissed.
Thep Khufan Commander: Hah, nice to hear someone other than myself saying that. Goodbye, Loitus.

The call with Loitus ends. The Commander hears a loud bang behind him. He transfers his projection to a spot on the screen. He sees, standing in the doorway, Scarogus, just having dropped a handful of Cyogen crystals on the floor.

Thep Khufan Commander: Err, Scarogus...How long have you been standing there?
Scarogus: Just long enough to know that I was demoted.
Thep Khufan Commander: Scarogus, I--
Scarogus: I don't want to hear it. I'll report with Mercedes in a couple days. I'll be taking my deserved leave until I truly head out.

The Commander watches, speechless, as Scarogus steps away from his field of view. He sighs in his control of the screen, dropping his head with nothing left to say. Attempting to set aside what had just occurred, the Commander's display changes to replays of candid clips of Ben battling various villains on Earth using an assortment of aliens.




Aliens Used

(by 12 y/o Ben)

  • Heatblast
  • Cannonbolt (x2)
  • Clockwork (x2)
  • Four Arms
  • Wildvine (first re-appearance)

(by 13 y/o Upgrade Ben)

  • Nigester (first appearance by 13 y/o Ben)

(by 17 y/o Ben)

(by Kevin)

  • Heatblast (x2; second time: cameo)
  • Four Arms (x2)

Spells Used

(by Gwen Tennyson)

  • Lucious Oneiromancer


  • The timeline holding Upgrade Ben is Earth-626.
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