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Episode 2
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Air date 2/1/18
Written by CaT
Episode Guide
Team Player
PD 2.5: Ben 10: Multi Trixes

Three's a Crowd is the second episode of Project Deca. It serves as a tribute episode to Ben 10: Multi Trixes, a popular series on the wiki in 2010.


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


"So, let me see if I got this down correctly."

Inside the bridge of a large spaceship with a brutalist design and reddish lighting, a black-haired woman wearing a futuristic black and pink suit sat on a rail next to the man in power armor, dangling her legs carelessly above the floor.

"You're mad that some guy from the Archives is scanning all these timelines, but you can't be bothered to track him down yourself?" The woman asked, raising an eyebrow.

"We have more pressing concerns." The man in power armor replied flatly. "That's why we're hiring you."

"Right, right. What do you want me to do, exactly?"

"We need you to find this agent and neutralize him by any means necessary."

"Neutralize, eh?" The woman cocked her head. "Yeah, I guess I can do that. What's the budget?"

"We're willing to pay whatever you want." The man in power armor said. "This is important."

"Because you're up a creek without a paddle if this guy scans every universe you want gone."


"Seems like a big deal, alright." The woman jumped off the rail, landing on her feet. "Makes me wonder why it's not at the tippy-top of your priority list."

Before the man in power armor could reply, a nearby crew member began screaming before burning away in a burst of magenta energy.

"That's why." The man in power armor stated bluntly.

"Damn, I don't even *want* to know what you got yourselves involved with this time." The woman whistled. "Anyway, contract's made. I track and neutralize, you get me a blank check. That all correct?"


"Alrighty then, I'll be off." The woman gave a mock salute. "I'll keep you updated as a courtesy."

The woman intentionally tipped over backwards, disappearing from view before she hit the floor. The man in power armor stood in place for a few seconds before turning around to face a spiked silhouette walking towards him from behind.

"As for you," He began. "We need to have a talk."

"I'm sure we do." The silhouetted figure chuckled. "Just don't forget..."

The silhouetted figure suddenly disappeared and reappeared behind the man and put one of its hands on his shoulder. Its eyes lit up with a bright magenta glow as its face contorted into a shark-like grin.

"I'm the one with all the power here."

It was a cold night in Bellwood. There was no snow, of course; there rarely ever was, but the nipping breeze made up for that on its own. Not many people would spend a night like this outside, at least not voluntarily, but the weather didn't seem to bother the man in metal armor at all. Three people eventually appeared and made their way over to him, all of whom seemed to be equally unphased by the temperature.

"You're late, Albedo." The man in armor said.

"I had some...pressing concerns I needed to take care of." Albedo grumbled, trying to wipe the leftover grease from chili fries off on his pants. "Besides, I don't know if I trust you yet, time meddler."

"My name is Eon, and I expect to be addressed as such." The man hissed. "I don't care about your trust. I just need your grudge."

Albedo tsked and looked at the two other people standing next to him. They resembled hue-inverted versions of Gwen and Kevin, with their eyes faintly emitting a purple glow.

"Would you mind moving your puppets?" Albedo grimaced. "If you insist on using them you could at least do me the courtesy of not forcing me to stand with them."

"They're no different from any of the dozens of Bens I have under my control."

"At least the Bens are wearing suits that mask their...disgusting limpness." Albedo spat.

"It doesn't matter." Eon snapped. "You'll be going alone anyways."

"Going where?"

"Where else?" Eon scoffed. "You three will each be taking the Omnitrixes."

Ben drove his way through the streets of Bellwood, heading home after a late-night smoothy run. Things had been fairly quiet recently, and he was taking advantage of the peace while it lasted.

It didn't last very long.

Ben's car suddenly jerked to a halt, shooting Ben's head forward as his seatbelt locked up.

"What the heck?"

Ben checked to see if he had hit something. Finding nothing in front of him, he checked his mirrors and caught sight of Lodestar standing approaching his car from behind. The Omnitrix symbol on Lodestar's chest flowed a familiar red, letting Ben know exactly what was going on.

Ben unbuckled and jumped out of the car, transforming into Heatspecter as he did so.

"What do you want, Albedo?" Heatspecter asked.

"Your Omnitrix." Lodestar replied. "And I won't take 'no' for an answer."

"Then how about 'not a chance'?"

Lodestar shot magnetic waves at a nearby streetlight, ripping it out of the ground and sending it hurtling down at Heatspecter, who dove in to the ground and made a beeline for his opponent. Lodestar attempted to slam the end of the streetlight into the road above Heatspecter, but the fiery alien was too fast for him to keep up with. Heatspecter eventually jumped out of the ground and onto the streetlight, heating it until it was glowing red and starting to melt. The metal structure fell to the ground, no longer under Lodestar's control.

"What do you know, Gwen was right!" Heatspecter exclaimed.

Lodestar growled and transformed into Water Hazard, who began firing water jets at Heatspecter. Heatspecter did his best to dodge, but ended up taking a direct hit from a stray blast. The water knocked him to the ground, his body sizzling out a bit as he tried to recompose himself.

"If you won't give me the Omnitrix, I'll take it off your dead body!" Water Hazard snapped.

Water Hazard fired two water jets at Heatspecter one last time. Right before impact, however, an alien riding a motorcycle materialized in front of Heatspecter from thin air, taking the hit himself. There were a few moments of silence as Water Hazard and Heatspecter stared at the new arrival, whose black shell was now dripping wet.

"So..." Ridejacker grumbled, tapping his fingers along the tops of his bike's handlebars. "Either of you want to explain yourselves before someone gets hurt?"

"Who are you?!" Water Hazard demanded.

"The name's Attai Zehn." Ridejacker sighed, dismounting the motorcycle as it disappeared in a green flash. "I'm just here to do my job."

"Then get out of my way!"

Ridejacker's eyes darted to the Omnitrix symbol on Water Hazard's chest and then up to his face.

"Let me guess." Ridejacker tsked. "Albedo?"

"How do you know-"

"You aren't the first Albedo I've met." Ridejacker swiped at the air in front of him, summoning the CataloGun. "Doubt you'll be the last, either."

"Oh, you're a Timewalker, aren't you?" Water Hazard guessed.

"Bingo." Ridejacker loaded a card into the back of the CataloGun and pressed a few button on the dial pad. "One that doesn't particularly feel like dealing with you right now."

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

The holographic barrel of a Gatling gun appeared at the end of the CataloGun's own barrel, slowly revving up as it prepared to fire. Water Hazard's eyes widened as he attempted to preemptively hit Ridejacker with a blast of water, but it was already too late. A storm of energy bullets tore through Water Hazard's jets and slammed into his carapace at high speed, denting his metallic shell and sending him flying back several meters. Once the attack ended, Water Hazard was left laying on the ground groaning before abruptly reverting back to Albedo in a red flash.

"You're kind of pathetic." Ridejacker tsked, tossing away the CataloGun.

"Eon didn't say anything about another Timewalker butting in!" Albedo snapped, scrambling to his feet. "I don't particularly want to deal with you either!"

"Eon?!" Ben ran up next to Ridejacker, having reverted back from Heatspecter. "What's he planning this time?!"

"Something about combining the three Omnitrixes." Albedo scoffed. "I don't really care. I'm just here to get revenge."

"Hang on, three Omnitrixes?" Ridejacker asked. "What are you talking about?"

"This isn't over, Tennyson!" Albedo ignored Ridejacker, yelling at Ben. "I'll be back!"

With that, Albedo transformed into XLR8 and sped away before Ridejacker or Ben could stop him. Ridejacker turned to Ben with an annoyed look underneath his mask.

"Seriously, what did he mean 'three Omnitrixes'?" He demanded.

"Gwen and Kevin have their own Omnitrixes." Ben replied, pulling out his cellphone. "Did you not know that?"

"I just got here." Ridejacker grumbled. "How would I?"

"Hold that thought." Ben put his phone up to his ear. "I'm calling Gwen to let her know about Albedo. He might be going after her or Kevin next."

Ridejacker sighed and folded his arms impatiently as Ben's phone rang. After a few moments, the call was picked up on the other end of the line.

"Gwen, are you okay?" Ben asked.

"Yeah, I'm fine." Gwen replied, putting down a book she had been reading. "Is something wrong?"

"Albedo's trying to get our Omnitrixes." Ben explained. "Sounds like he's working with Eon. Have you heard from Kevin?"

"No, I-" Gwen paused on the other end of the line. "Actually, I think Kevin's here right now."


"Yeah, I see him through the window." Gwen said. "He's walking up to the door."

Ridejacker shot Ben's phone a suspicious look.

"I'm going to go see what's up." There was a muffled thud on Gwen's end of the call as she placed her phone on the counter.

"The timing here is oddly convenient." Ridejacker muttered. "Something seems off."

"What do you mean?" Ben asked.

"Just that-"

Ridejacker was cut off by a short scream that came from Ben's phone. There was a distant thudding noise, followed by the sound of something slumping to the floor.

"Gwen!" Ben yelled. "What's going on?!"

The only response to Ben's question was a loud crunching noise as Gwen's phone was crushed, followed by the line going dead. Ben wasted no time trying to call Kevin, but received no response.

"What's happening?!" Ben exclaimed in a panic.

"Sounds like your friends weren't as lucky as you." Ridejacker sighed, summoning back the CataloGun and reverting to human. "Albedo probably isn't the only one Eon recruited for this."

"What about you?" Ben eyed Attai with some trepidation.

"As if." Attai rolled his eyes, waving the CataloGun. "My job here is scanning you and your friends beating Eon. Apparently."

"...I have a lot of questions."

"But not a lot of time, I'm assuming." Attai tapped on his wrist to emphasize the point. "I doubt Eon's the kind of guy to play nice with your pals."

"Good point." Ben pointed to his car. "Get in."

"I have my own ride."

"Too bad. I want to know what your deal is, so we'll talk on the way."

"Gott verdammt!." Attai swore under his breath. "Fine. But you better drive fast."

"Is there any other way to drive?" Ben smirked. "Let's go."

The headlights of Ben's car flashed across a sign notifying them that they were now leaving Bellwood. Attai eyed the side view mirror carefully, making sure they weren't being followed.

"You have any idea where we're going?" Attai asked.

"There's an entropy pump in Los Soledad." Ben replied, keeping his eyes on the road. "If Eon wants to combine our trix powers, he'll probably be using that to do it."

"Then Gwen and Kevin are probably there too, right?" Attai sighed.


"That makes things kind of inconvenient." Attai folded his arms. "I'm assuming you're going to prioritize getting them back before stopping Eon."

"Well, yeah!" Ben replied indignantly.

"Whatever." Attai tsked. "I think I can handle Eon by myself if push comes to shove."

"You really don't worry about people liking you, do you?"

"More likely than not I'm never going to see them again, so no."

Ben opened his mouth to reply, but caught sight of a woman standing in the middle of the road up ahead and slammed on the brakes. The car skid to a halt, giving both of its passengers mild whiplash. Attai growled and threw open the car door, already preparing a rather vulgar rant.

"Get out of the road, du dumme kuh!" Attai snapped. "What do you think you're-"

Attai trailed off as he recognized the person standing in front of him. She shot him a sly look as Ben followed Attai out of the car.

"What the hell are you doing here?" Attai demanded.

"Do you know her?" Ben asked.


"It's been a while, Attai." The woman grinned. "Still scanning Earths and what not?"

"None of your business." Attai snapped.

"Right now it is."

"Sorry, who are you?" Ben asked.

"Right, you don't know me here!" The woman smacked her own forehead. "Sorry! The name's Millennia. I'm an inter-Earth contractor."

"She's also a pain in the neck who keeps trying to sell me cheap crap." Attai grumbled.

"Rude!" Millennia huffed. "I'll have you know my Multitransference Suit upgrades are the best on the market!"

"That's because you're the only one who makes them." Attai rolled his eyes.

"Multi-what now?" Ben looked confused.

"Multitransference Suits!" Millennia gestured back and forth between herself and Attai. "Special self-maintaining uniforms that keep the user safe while performing rapid movement through timelines. I made one for myself and had another one commissioned from me for this grump here by Professor Paradox."

"That sounds kind of cool, actually." Ben said.

"I know, right?!" Millennia exclaimed happily. "They're modular, too! You can mix and match extra components in the belt piece to give the suit extra functions! On top of that-"

"Okay, shut up." Attai snapped. "We've got somewhere to be, and we don't have time for you pushing your merch."

"Oh, right, about that." Millennia turned back to look at Attai. "I'm not actually here to sell anything."

"Could've fooled me."

"Sorry!" Millennia apologized sheepishly, scratching the back of her neck. "I guess I got carried away."

"So why are you here?" Ben asked.

"I'm here for you." Millennia pointed at Attai. "More specifically, I need to take you out of commission."

"Excuse me?"

Millennia abruptly swung around and kicked Attai in the gut, sending him stumbling back a few feet and knocking the wind out of him. She began advancing towards him, but was grabbed from behind by papyrus bandages as Ben transformed into Snare-oh.

"What are you doing?!" Snare-oh demanded.

"In Attai's words, my job." Millennia shrugged.

Millennia flexed and snapped apart the bandages holding her, then turned around and fired a beam of magenta energy from her hand. The beam hit Snare-oh, reversing time on him and turning him back into Ben. She turned back to Attai, who had recovered and taken on a defensive stance.

"Is this because I keep turning down your stupid upgrade modules?!" Attai snapped.

"How petty do you think I am?" Millennia pouted. "Give me a little credit. I've just been hired to neutralize you, that's all."

"By who?!"

"Well, let me think." Millennia put a hand up to her chin. "They didn't technically say I couldn't tell you they hired me, but that seems like the kind of information you might be willing to pay for, if you catch my dri-"

"I'm not giving you any money!" Attai yelled. "How many times do I have to spell it out for you?!"

"Alright, alright, geez." Millennia sighed. "Long story short, it was the Space Nazis."


"You mean the Highbreed?" Ben asked.

"No, I mean literal Space Nazis." Millennia corrected. "Technically they call themselves the Unendlich Reich, but let's be real here, they're Space Nazis. Multiversal ones at that."

"And what exactly would the 'Space Nazis' want to do with me?" Attai demanded.

"You keep backing up universes." Millennia shrugged. "They want to destroy universes that don't have backups. Basic conflict of interests."

"Well, you can tell them that conflict isn't getting resolved anytime soon." Attai spat. "I'm not quitting my job just because they don't like me doing it."

"I figured you'd say something like that." Millennia swiped at the air in front of her, pulling a camera-like device seemingly out of nowhere.

"What's that supposed to be?" Attai asked warily.

"It's a little trinket I threw together called the DekigotoCam." Millennia began twisting a dial on the back of the device. "It's kinda like your CataloGun, I guess. Just more suited to me."

A photo printed out of the bottom of the DekigotoCam and was quickly snatched up by Millennia, who threw the camera behind her, leaving it to disappear into thin air.

"Can you see what this is a photo of?" She held the picture out towards Ben and Attai.

"Uh...looks like a train arriving at a station, I guess?" Ben replied.

"Exactly!" Millennia chirped. "Now, what do you think is gonna happen when I 'activate' this picture?"

Ben's face contorted into a confused expression as Attai reached out to summon the CataloGun.

"Don't think I'll let you-"

"Too late!" Millennia exclaimed, tapping the backside of the picture.

The photo exploded into a burst of energy, shaping itself into a train that came barreling towards Ben and Attai. Attai slammed a card into the back of the CataloGun and began firing a volley of Gatling-powered energy bullets towards the approaching vehicle. This didn't slow it down by all that much, but it bought Ben just enough time to transform into Armodrillo, who used his drills to block the train, ripping it apart as it crashed into the rotating metal.

"The hell was that?!" Attai demanded.

"The events I capture with the DekigotoCam can be recreated anytime, anywhere, so long as I have a photo for it." Millennia dangled the photo of the train in the air by its corner. "Pretty handy, don't you think?"

"Sure, but was a train really the best thing you could come up with?" Armodrillo snorted. "I think we've both survived worse things than a *train*."

"I know you have." Millennia tossed away the photo, prompting it to disappear like the DekigotoCam. "I'm not big into the 'murder' thing."

"Isn't your job here murdering me?" Attai hissed.

"Nope!" Millennia raised her index finger in front of her face. "My job is *neutralizing* you. For the purposes regarding the text of this contract, just making sure you can't scan any more timelines should work. Which means..."

Millennia pointed at the CataloGun.

"You should probably either hand that thing over or destroy it yourself. Your choice."

"Sich verpissen!" Attai yelled. "I'm not flaking out just because you felt like you needed some extra cash!"

Millennia stared at Attai blankly for a few moments before her expression became uncharacteristically serious.

"Don't mistake me for some common bounty hunter." Millennia said. "You have no idea what you're getting into here."

"And I don't care." Attai spat. "Just stay out of my way."

"Look, I don't get what all this is about, but I kinda need this guy's help right now." Armodrillo scratched his head. "Could you save whatever this is for later?"

"The whole point of this is that there might not *be* a 'later'." Millennia sighed and pulled another photo out of the DekigotoCam. "You're just being thick."

"Don't let her use that photo!" Attai yelled.

Armodrillo nodded and rushed Millennia, forcing her to roll out of the way. Attai transformed into Ridejacker and shot his tendrils towards Millennia before she could recover, dragging her into the air and pinning her arms to her sides.

"Kinky, but I think you're taking things a bit too fast here." Millennia joked.

"...I don't know what that's supposed to mean, but your tone tells me it's *something* that I wouldn't like the implications of." Ridejacker grumbled.

Millennia laughed and disappeared in a purple flash, reappearing directly behind Ridejacker.

"Look, you can't beat me with your current lineup, okay?" Millennia grabbed Ridejacker by the shoulder and spun him around to face her. "You only got this far because the villains you've encountered were morons. You might be a Timewalker, but you're an amateur at best. Paradox really shouldn't have sent you out into the field yet."

"I may not be experienced, but I'm not an idiot." Ridejacker pushed Millennia way and pulled up the CataloGun "I can handle whatever comes at me just fine."

"Are you really-" Millennia cut herself off as she seemed to take notice of something. "...Actually, you know what? How about I just let you see what I'm talking about for yourself?"


Millennia disappeared without an explanation, leaving Ridejacker staring into empty air, dumbfounded.

"Hey, Attai?" Armodrillo called. "I think we have company!"

Ridejacker turned to find a group of Eon's minions approaching from down the road. As they got closer, Eon appeared in front of them, facing Armodrillo and Ridejacker directly. On his chest was what appeared to be a large Omnitrix symbol, with the areas on the left and right sides of the hourglass being filled with pink and blue energy, respectively.

"Gwendolyn and Levin send their regards." Eon tapped the device on his chest. "All I need now is the power from your Omnitrix, and I'll have all the abilities I need."

"To do what?" Attai grumbled. "Monologue more efficiently?"

"Hilarious." Eon's eyes narrowed. "For your information, I plan on using the infinite power provided by the Omnitrixes to return the Chronians to temporal space and use them to create an unstoppable army of time warriors."

"Not happening!" Armodrillo growled. "Are Gwen and Kevin-"

"They're alive, if that's what you're worried about." Eon crossed his arms. "Of course, if I don't return with that Omnitrix in about ten minutes, the versions of them under my control have the order to change that."


"What kind of empty threat is that?" Ridejacker scoffed, cutting off Armodrillo. "Do you really think Tennyson is stupid enough to hand over the Omnitrix and let the entire universe become enslaved just so two people don't die?"

Eon and Armodrillo both stared at Ridejacker with a blank expression.

"...You've done that exact thing before, haven't you?" Ridejacker groaned.


"Every moment you stall is another moment closer to your friends' deaths." Eon stated. "If you don't hand over the Omnitrix, you might as well be executing them yourself."

"Here's an alternate proposal:" Ridejacker summoned the Gatling card and activated it with the Ridejacker card, creating a Gatling gun on his right arm. "You tell us where they are, and maybe we let you live."

Eon simply narrowed his eyes and flung his arm outwards, prompting his soldiers to attack. The minions rushed Armodrillo, who began fending them off with wide swings of his drills. Eon started walking towards Ridejacker, who raised his Gatling arm and began shooting. Eon simply deflected the shots with a time shield and lunged towards Ridejacker, grabbing him by the throat and enveloping him in temporal energy.

"Sorry to tell you, but someone else already tried this trick before." Ridejacker smirked underneath his faceplate. "Ridejacker's species doesn't age."

"Thanks for the tip."

The energy surrounding Ridejacker suddenly rippled, which was followed by his Gatling arm reverting to normal before he abruptly transformed back into his human form.

"Looks like their personal timelines can still be reversed." Eon said.

"Nice trick, but I'm still a Timewalker in this form." Attai hissed. "Your temporal powers can't hurt me."

"I see."

Eon threw Attai to the ground right as Armodrillo hurled one of his minions towards him as a projectile. Eon simply moved to the side and grabbed the soldier out of the air, slamming him into the pavement and grabbing the sword from his holster. Attai attempted to summon the CataloGun, but was prevented from doing so as Eon stomped down on his wrist, pinning it to the road.

"End of the line, Timewalker." Eon said, raising the sword above his head.

"No!" Armodrillo yelled, knocking away several minions.

Armodrillo ran towards Eon, who turned and fired a beam at him, aging him into dust and leaving Ben untransformed. He turned back to face Attai and raised the sword into the air once more.

"Wait!" Ben groaned, pulling himself to his feet. "Decouple Omnitrix 2.0 command code: zero zero zero, release coupling, zero."

Eon turned away from Attai to face Ben, who was taking off the Omnitrix.

"I'll give you the Omnitrix!" Ben said. "Just don't kill him!"

"Ben, you moron!" Attai snapped. "What are you doing?! You can't just give up the Omnitrix like that!"

"I'm no good as a hero if I don't try to save everyone!" Ben yelled back. "I'm not giving up... I'm just doing everything I can!"

"Gott verdammt, du blodhammel!"

"There's that naive determination I remember having." Eon laughed, lowering his sword. "I'll take your deal."

Eon kicked Attai in the side of the head, knocking him unconscious. He gestured for a couple of his minions to grab Ben, one taking the Omnitrix out of his hands. The two minions dragged Ben through a portal opened by Eon, who closed it as soon as they were through.

"Now, it wouldn't be very practical to actually keep you ali-" Eon turned back to Attai, only to see that he had disappeared.

Eon scoffed and teleported out of the area, with all of his remaining soldiers quickly following suit.

Attai woke up to the sounds of rain hitting a metal roof somewhere above him. He opened his eyes to find himself propped up against a crate in an unknown warehouse and sporting a throbbing headache.

"Verdammt!" Attai swore under his breath. "Where am I?"

"Do you get it now?"

Attai looked around for the source of the voice, finding Millennia laying on top of one of the rafters near the ceiling, facing away from him.

"Get what?"

"Don't play dumb." Millennia rolled over to look at Attai. "This wouldn't have happened if you knew what you were doing."

"Don't patronize me." Attai snapped. "It was Tennyson's idea to hand over the Omnitrix."

"Yeah, because you underestimated Eon and almost got yourself killed." Millennia jumped down from the rafters, landing on her feet in a swift, cat-like motion. "He would have been better off if you hadn't come here in the first place."

"Shut up!" Attai slammed his fist into the crate behind him, cracking the wood slightly. "It's not like it was my idea to come here anyway!"

"But it was your decision to follow through with it." Millennia pointed out. "I doubt Paradox would have forced you to do it."

"That's not the point!" Attai yelled. "This universe needs to be scanned one way or another!"

"Will scanning it even matter if what you preserve is screwed anyway?"

Attai moved to reply, but was unable to come up with a good response. Millennia sighed and created a hand-sized portal through which she pulled out a small dark-green module.

"How about we make a deal?" Millennia said. "I give you this module for your suit that'll help you defeat Eon, and you give me that CataloGun of yours."

"Another stupid module?" Attai's eyes narrowed. "What, does it add a deluxe cooling system?"

"No, that's a different module." Millennia chuckled. "This baby is a base module, not an add-on, meaning it'll supersede the Omni-Visa module you have in your suit right now."

"The OV module is my stand-in for a Chrono Navigator." Attai said. "If I replace it, I can't jump between worlds, so I'll have to say no, thanks."

"You keep the OV module, you goof!" Millennia said. "You just switch them out when you need to!"

"That's nice and all, but what does that thing do that you think I'm willing to trade the CataloGun for?"

"This is the Universal Arms Field module." Millennia explained proudly. "It generates an invisible field around your body that protects you from short attacks."

"How would that help me against Eon?"

"For one, he wouldn't be able to slice your head off in a single stroke." Millennia made a cutting motion across her neck. "Beyond that, it basically just buys you some time to react."

"Sounds useful for once." Attai conceded. "Doesn't help me much if I don't have the gun to stop Eon with, though."

"Alright, you can hold onto the CataloGun until Eon is dealt with." Millennia replied. "Deal?"

Attai hesitated for a moment, but ultimately sighed and nodded.


"Alrighty then." Millennia tossed the module to Attai. "Stick that inside your belt when you're ready to use it. You'll know when it's on."

With that, Millennia disappeared in a pink flash, leaving Attai standing alone in the warehouse as the rain outside continued pouring down.

Ben struggled against the minions holding him in place, but was unable to shake them off. He was being held a few meters away from Los Soledad's entropy pump, which Eon had outfitted with a special apparatus that held the Omnitrix 2.0 on one side and his own dial-like device on the other. Eon stood directly in front of the pump, looking it over as one of his minions began working the controls.

"This was almost pathetically easy." Eon boasted, turning around to face Ben. "I should have just tried this in the first place."

"Where are Gwen and Kevin?!" Ben yelled. "If you hurt them, I swear-"

"Hurt them?" Eon laughed. "I can assure you that they aren't in pain. As a matter of fact, they never will be again."

"What are you talking about?" Ben's stomach dropped. "You said they were alive!"

Eon stared Ben dead in the eyes and shot a time beam at a nearby minion, aging it to dust instantaneously.

"I lied."

"EON!" Ben roared furiously, doubling down on his efforts to escape the minion's grasps.

"Did you really expect me to keep them alive?" Eon chuckled maliciously. "Even without their Omnitrixes, they both wield formidable powers."

Ben managed to slip an arm free and elbow one of the minions in the face, forcing it to let go of his shoulder and allowing him to swing around and deal the other minion a solid punch. He ran at Eon with an enraged battle cry, but quickly found himself kicked to the ground by his larger opponent.

"Unlike you." Eon tsked.

Eon took a step towards Ben, but stopped himself short as he caught the sound of a motorcycle engine roaring to life somewhere nearby.

"What on Earth-"

Attai's motorcycle suddenly exploded through the wall next to the entropy pump, armed with a massive Gatling gun emerging from its headlight. Attai revved up the engine and shot towards Eon as the Gatling gun began to fire. Bullets tore through the walls of the building as Eon threw up a time shield to protect himself. Attai jumped off the motorcycle, landing next to Ben as the bike rammed into Eon, throwing him through the opposite wall before disappearing in a green flash.

"Come on, we need to grab the Omnitrix and go!" Attai dragged Ben to his feet. "Where are Gwen and Kevin?"

"They're..." Ben trailed off, but Attai was able to infer exactly what he meant.

"That son of a-"

Attai cut himself off as a nearby minion threw a sucker punch at him, forcing him to dodge. He kicked the minion behind the knees, sending it toppling to the ground and buying him a moment to regain his footing.

"Alright, Millennia." Attai pulled out the dark-green UAF module and quickly looked it over. "This better be worth the asking price."

Attai jumped back as another minion took a swing at him, throwing open one of the compartments on his belt and slamming in the module. The same minion pulled out its sword and rushed Attai, who threw down the hatch on the compartment. Right as the sword was about to make a forceful and unfriendly acquaintance with his chest, Attai's suit shimmered and the white coating turned dark green. The sword unceremoniously bounced off the suit with a small zapping noise as the blade made contact with the energy field now running across Attai's body.

"Oh, it actually works." Attai raised an eyebrow. "Interesting."

The entropy pump suddenly whirled to life behind Ben and Attai, with the attached device siphoning power from it and gradually moving the Omnitrix 2.0 and Eon's dial closer together. Attai summoned the CataloGun and fired off a few shots at the device, but the shots were cut off by a purple blast of energy that came from the side.

"You're too late!" Eon yelled, bursting back into the room through the hole in the wall. "The All-Power Matrix is all but complete!"

"The what?" Attai asked flatly.

"It's a failsafe feature Azmuth put into the three Omnitrixes." Ben explained. "If they're fused together they make an Omnitrix that gives the user unlimited power."

"Well, that explains why Eon wanted them." Attai grumbled, taking aim at Eon with the CataloGun. "Sounds like something we need to take care of."

"I'm not going to let you!" Eon roared.

Eon slammed his right hand into the fusion device, speeding it up in time. A purple explosion was created as the machine forcibly completed the merging process, obscuring everything surrounding the entropy pump from view. Attai jumped in front of Ben to shield him from the debris, with small chunks of wood and metal bouncing off his suit's energy field.

"I admit, I wasn't expecting the 'suicide bomber' approach, but here we are anyways." Attai mumbled.

"If only you were so lucky."

The smoke from the explosion cleared away in an instant, revealing a purple Clockwork slowly walking towards them. On the alien's chest was an Omnitrix dial with a green hourglass in the center and the sides next to the hourglass being colored blue and pink, respectively. The green of the hourglass gradually faded to a vibrant purple as Clockwork stomped across the wooden floor.

"I'm assuming that's-"

"The All-Power Matrix, yes." Clockwork interrupted in a smug tone. "As of now, the universe is mine."

Clockwork twisted the dial on his chest and slammed down on it, causing his body to warp its shape in a purple flash. The kye on his head twisted into a branching horn-like structure as his faceplate stretched to wrap around the entirety of his head. His markings rearranged themselves as pipes sprouted from the back of his head and connected to his shoulders. Various screens on his body lit up with scrolling binary code, and his face flickered out momentarily before being replaced with a round mono-eye and two border indicators.

"Ultimate Clockwork..." Ben stared at Eon's new form in horror.

"Interesting." Ultimate Clockwork looked over his new body. "But not enough."

Ultimate Clockwork rotated the dial on his chest and slammed down on it again. A wave of cosmic energy flowed over his body, turning his purple metal white and filling his black screens and markings with the void of space.

"Infinite Clockwork!" He exclaimed in triumph. "Now *this* is the power I was searching for!"

Attai growled and lunged towards Infinite Clockwork, who extended a hand out towards him. Attai found himself frozen in time, unable to move.

"In this form, I can even control the timelines of other Timewalkers." Infinite Clockwork boasted. "I rule over the concept of time itself; *that* is what it means to be Infinite!"

Infinite Clockwork's key began to turn as the binary code scrolling through his body started moving faster.

"Allow me to demonstrate more of my new power!" Infinite Clockwork cackled, extending his hands out towards the ground. "I tire of this planet, and with the All-Power Matrix, I don't have to put up with it any longer!"

"No!" Ben yelled, running towards Infinite Clockwork.

Unable to reach him in time, Ben was helpless to do anything but watch as Infinite Clockwork slammed his hands through the floor into the earth below.

At that moment, life on Earth came to an end.

Ben groaned as he woke up, having been knocked unconscious beforehand by Infinite Clockwork's energy. He gradually forced his eyes open, only to find a devastated Earth looming in the distance. He instantly snapped to attention, finally noticing that he appeared to be on the moon. Eon stood nearby, detransformed, with a wide smirk underneath his mask.

"What did you do?!" Ben yelled.

"I aged all living things on Earth into dust within a millisecond." Eon replied. "This power is all I'd ever hoped for."

"You-" Ben cut himself off as he realized someone was absent. "Wait, where's Attai?!"

"Probably still unconscious on that dead planet." Eon snorted. "I didn't bother focusing on his timeline, so he'll most likely live to see his failure."

"What now, Eon?!" Ben demanded. "You destroyed everything! What was the point of all this?!"

"How little you know." Eon tsked. "Earth is no more important than any other planet in the grand scheme of things; its destruction or survival has no significant bearing on my goals."

"Then why kill everyone?!"

Eon turned to stare Ben dead in the eyes.

"Because I could."

Ben yelled and charged Eon in a fit of rage. Eon simply smacked him aside, sending him sprawling back to the ground.

"You should be grateful." Eon said calmly. "I've freed you from the sentimental chains binding you to this dirtball of a world. You are free to become as a God among the simple creatures of this universe; perhaps, one day, you will even come to resemble me."

"No!" Ben rebutted, pulling himself off the ground. "I'd never become like you!"

"That's a foolish notion." Eon scoffed. "In case you've somehow forgotten, I *am* you."

"Maybe in some other timeline where something goes horribly wrong." Ben said. "But here...with everyone depending on me...there's no way I would let myself end up like you!"

"So you say." Eon replied. "Not that it matters in the long run. Once I've brought back the Chronians and bent them to my will, no force in the multiverse will be able to stop me."

"Ya sure about that, chief?"

Ben and Eon turned to find Millennia draped lazily over a nearby rock.

"Who are you?" Eon growled.

"See, if you were the real Eon, you wouldn't be asking that." Millennia got to her feet and began stretching. "You'd probably recognize me right off the bat and start shooting."

"If by 'the real Eon' you mean the Chronian another Ben Tennyson destroyed, I'm sorry to inform you that he's no longer around."

"Yeah, I figured that out a while ago." Millennia yawned. "I'm not exactly torn up about it."

"My question still stands."

"Right, see, my name is Millennia, hello." Millennia gave a short wave. "I heard you wanted to bring back the Chronians and I'd really rather you not."

"You think that matters to me?" Eon laughed.

"No, but here's the thing." Millennia put her hands together in front of her. "Chronians are pretty good at overriding other people's brains, and they're pretty nasty when they find whoever tried to take over them in the first place."

"I have infinite power, simpleton." Eon gestured to the symbol on his chest. "Their free will is no longer a factor here."

"Yeah, that's what a couple of dead guys said..." Millennia glanced off to the side.

"Quiet!" Eon snapped. "I don't know how you got here, but if you don't leave here immediately, you're not going to live to regret it."

"Okay Mr. Touchy, I'm out." Millennia put up her hands and backed off a few steps. "Just one last thing."

"What?!" Eon hissed.

"Edgy boy coming in from your left."

"Edgy wha-"

Millennia disappeared right as Eon was unceremoniously hit by a motorcycle, sending him flying with assistance from the moon's low gravity. Attai jumped off the bike and grabbed Ben, putting him on the back seat.

"Come on, Tennyson, we're getting out of here."

"Where are we going?" Ben asked. "Earth is-"

"I'm a Timewalker." Attai revved up the motorcycle. "Earth is whatever I want it to be."

Attai rode off with Ben in tow, disappearing in a green flash. Eon got to his feet, realizing what had just happened.

"Run all you want, Benjamin." Eon laughed. "You can't escape from reality."

The DecaCycle emerged from a thick gathering of strange plants that tangled themselves in its wheels. Massive arthropods lurking within the plant life scattered, startled by the alien machine's sudden appearance. The air surrounding its passengers was hot and humid, giving the impression of a tropical environment.

"Where are we?" Ben coughed. "This definitely isn't Bellwood!"

"We're in the late Devonian period." Attai explained. "I doubt Eon's going to look for us here."

"Why would he be looking at all?!" Ben exclaimed. "Earth is dead! He has the All-Power Matrix! He won!"

"If that overpowered Omnitrix he's wearing can destroy Earth, I'm willing to bet it can restore it too."

"But how are we supposed to get it from him?" Ben pointed to his wrist. "I don't have an Omnitrix anymore, and even if I did, he has all my aliens but with more powers!"

Attai summoned the CataloGun and pulled out the Ridejacker card.

"I can take care of transformations for the both of us." He said. "As for the power difference..."

Attai tossed aside the Ridejacker card and pulled out the Angelion card.

"That's where we're going to get sneaky."

Eon's chest heaved upwards as he took a long breath. He had finally reached the cusp of universal domination, with all the power he'd ever need sitting neatly on his chest plate. He put his hand to the All-Power Matrix and-

"Hey, whatcha doin'?"

Eon turned to find Millennia standing behind him again. She was casually tossing a medium-sized rock between her hands as she waited for him to respond.

"You don't know when to leave well enough alone, do you?" Eon growled.

"Nope." Millienna winked. "Makes me a good salesperson."

"You grate on my nerves." Eon raised his hand towards Millennia, purple energy swirling around his palm. "Any last words?"

"Just a question."

"And what would that be?" Eon scoffed.

"If there were two guys on the moon and one of them killed the other with a rock, would that be messed up or what?"

As soon as she finished speaking, Millennia threw the rock she was holding at Eon's helmet. It bounced off fairly harmlessly, only serving as a momentary distraction, but that moment was all Millennia needed to pull out a photo and tap on the back of it.

An avalanche of boulders materialized above Eon, slamming into him with the same falling power that they would have on Earth. Eon was completely buried under the rockfall, but a quick transformation into Four Arms was all he needed to rectify this.

Four Arms burst out of the pile of rocks, fully prepared to rip Millennia limb from limb. Millennia, for her part, had predicted this reaction well ahead of time and was standing a good few dozen meters away.

"What are you trying to accomplish here?!" Four Arms demanded.

"Just wanted to stall ya from bringing back the Chronians until Tennyson got here." Millennia shrugged.

"Pointless!" Four Arms laughed. "Even if Benjamin dared to show his face again, he would stand no chance against the might of the All-Power Matrix!"

"So we've heard." Attai's voice suddenly appeared.

Four Arms turned to the right and spotted Attai and Ben walking towards him.

"Oh, of course you'd come back." Four Arms tsked. "You'd never give up on the Omnitrix like that."

"I'm not gonna lie, I was considering it for a few minutes there." Ben hung his head for a moment. "But I'm not just going to take the Omnitrix back from you."

"Oh?" Four Arms huffed.

"I'm going to take back the lives of everyone you killed!" Ben yelled, a new fire burning in his eyes. "I'm going to bring back everything you destroyed!"

"A bold claim for someone who can't even transform." Four Arms sneered.

"If we're talking bold claims, I think you might have just made one yourself." Attai tsked, summoning the CataloGun.

Attai swiped the Angelion card through the scan bar and fired at Ben, transforming him into the large half-and-half alien. He then swiped another card and fired at himself, transforming into Ridejacker.

Four Arms stayed silent for a few seconds before suddenly bursting into laughter. He hit the dial of the All-Power Matrix, reverting back to Eon.

"I suppose I have to give you that one." Eon kept chuckling.

"What's so funny?" Ridejacker glared.

"It's just humorous that you proved me wrong, and yet it doesn't matter in the slightest."

Eon hit the All-Power Matrix again, creating a massive flash of green energy that eventually faded to reveal Way Big, who towered above the barren landscape of the moon.

"Uh... can this alien take down Way Big?" Angelion asked.

"Probably." Ridejacker shrugged.

Way Big twisted the All-Power Matrix ninety degrees and slammed down on it, evolving him into Ultimate Way Big as large metallic spikes sprouted from the dial and burrowed into his skin.

"...Knock that down to a 'maybe'." Ridejacker said.

Ultimate Way Big twisted the dial in a full rotation several more times, stopping at its original position and slamming down on it again. Black energy burst from the All-Power Matrix's symbol, enveloping Ultimate Way Big's body and evolving him even further. His fins grew longer as his skin shimmered, taking on the appearance of the dark void of space. The spikes jutting out from the matrix's dial twisted around to connect with each other, forming an infinity sign with the matrix symbol in the center.

"You know what, forget about whether or not you can take him out." Ridejacker coughed. "Just go up there and do your thing."

"Oh, jeez..."

Angelion took off, flying upwards in an attempt to get to Infinite Way Big's head fin. Infinite Way Big just laughed and swatted Angelion to the ground, moving with a speed that shouldn't have been possible at his size.

"Welp, Angelion stopped working faster than I anticipated." Ridejacker tsked. "Alright, time to swap."

Angelion pulled himself to his feet and created a bright flash of light, catching Infinite Way Big off-guard and blinding him momentarily. By the time his vision came back, Angelion had transformed into Ridejacker, leaving two Ridejackers facing him at the same time.

"What are you trying to do, confuse me?" Infinite Way Big scoffed. "Useless!"

Infinite Way Big crossed his arms and pointed them towards the Ridejackers, charging up a large ball of energy. A massive beam crackling with cosmic energy slammed into the ground, carving through the moon's surface like butter and eventually emerging from the other side of the celestial object. As the beam faded, only one Ridejacker remained in view, dangling precariously from the edge of the hole.

"I'm not sure which of you just got blown away, but I do hope it's Benjamin." Infinite Way Big mused. "He wouldn't be able to get himself back."

All of a sudden, a small movement near his shoulder prompted Infinite Way Big to turn his head. He found the other Ridejacker jumping down from his chest, carrying what appeared to be a regular-sized All-Power Matrix.

"What?!" Infinite Way Big glanced down at his chest, discovering that the dial seemed to have disappeared. "How?!"

"We know our way around Omnitrixes a lot better than you do, Eon!" The Ridejacker hanging off the cliff taunted. "You need to pay more attention!"

"Damn you!" Infinite Way Big growled, reaching down to grab one of the Ridejackers.

"Hang on a second, big guy!" The same Ridejacker yelled, pulling himself out of the hole in the moon. "You might want to check what we swapped out the All-Power Trix with!"

"What are you-"

Infinite Way Big looked down at his chest again, discovering a metal piece matching the color of his flesh that he had previously overlooked. The center of the metal piece began rapidly flashing red.

"Camo bomb!" Ridejacker said. "Strong enough to blow up Way Big!"

"Where did you even get this?!" Infinite Way Big hissed, ripping the metal piece from his chest and tossing it at the Ridejackers. "I've had enough of these gam-"

Almost immediately, Infinite Way Big began shrinking down, reverting to Ultimate Way Big and normal Way Big before ultimately becoming human. Eon's eyes widened in shock.

"What did you do?!" Eon snapped.

The air above the Ridejackers shimmered as Angelion uncloaked himself, wearing the best smirk his generally emotionless face could convey. The Ridejacker carrying the All-Power Trix dial disappeared along with the dial as Angelion caught the metal piece Eon had thrown out of the air. The piece shrunk down and its disguise shimmered away, revealing it to be the real All-Power Matrix.

"Tricked you and got Ben here an Omnitrix back." Angelion tossed the All-Power Matrix to Ridejacker, who snatched it out of the air and attached it to his chest. "An Omnitrix with infinite power, at that."

"So this is your doing, Timewalker!" Eon roared.

"Not all of it." Angelion corrected, reverting to Attai. "Wouldn't have worked if Tennyson here wasn't able to follow the plan."

"Hey, that was almost a compliment." Ridejacker elbowed him.

"Don't get used to it." Attai said. "Now, I'll hold off Eon while you fix the Earth."

"Right." Ridejacker nodded, reverting to human.

"You will do no such thing!" Eon snapped.

Eon tried charging Ben but was intercepted by Attai, who knocked him back with a punch to the face. Eon growled and tried returning the blow, only for it to be absorbed by Attai's suit.

Ben transformed into Alien X and quickly evolved him, going through the dial motions necessary to create Infinite Alien X. Infinite Alien X's body shimmered between white, black, and blue, and he gained multiple sets of eyes, arms, and horns. Metallic bars made of cosmic energy were set across his face and chest, and his eyes became a nebulous purple as his body radiated a multi-colored aura.

"Infinite Alien X!" The new form shouted.

"Benjamin, you fool!" Eon hissed. "You've done nothing but trap yourself within a form you couldn't possibly understand!"

"I am no longer singularly Ben Tennyson." Infinite Alien X's voice shook the ground as he spoke, his voice as deep and powerful as an earthquake. "I am all that are, all that have been, and all that shall be."

"What are you talking about?!"

"My will is the will of life itself." Infinite Alien X turned to face the ruined Earth. "And the lives you have stolen wish to be returned!"


Infinite Alien X began glowing even brighter and brought all of his hands together in a circle around the center of his chest.

"As it once was..." He declared. "So again it shall be!"

Infinite Alien X flung out his arms, and for a moment, all that could be seen were stars.

Eon stumbled forward, caught off-guard by the sudden transition. He was in the middle of a suburban road on Earth, which seemed to have been fully restored to life. Ben was lying unconscious on the ground a few meters away, with the All-Power Matrix still on his chest. Eon ran to grab it, but was knocked to the ground by a high kick to the neck.

"It's over, Eon." Attai tsked. "You lost."


A green muscle car suddenly came barreling around the corner at the end of the road and stopped just short of Eon. Gwen and Kevin got out of the car and ran over to Ben, who was still lying unconscious.

"Hey Tennyson, you okay?!" Kevin began roughly shaking Ben by the shoulders.

"Kevin!" Gwen scolded.


"Ugh..." Ben groaned and sat up, rubbing his eyes. "Five more minutes, please..."

"I think he's good." Kevin gave a thumbs-up.

"Wait..." Ben blinked a few times. "Gwen? Kevin? You're alive!"

"Yeah, about that." Gwen said. "What happened?"

"One second I'm getting dusted by Eon, and the next we're driving down Main Street." Kevin stood up and folded his arms. "What gives?"

"That must have been Infinite Alien X." Ben explained, being helped to his feet by Gwen. "Honestly, I kind of blanked out the whole time."

"You used Infinite Alien X?" Gwen repeated with surprise. "Ben, you could have...I'm not even sure what!"

"Well, I didn't." Ben rebutted with a grin. "And now there's only one thing left to take care of."

Ben, Gwen, and Kevin turned to face Eon as Ben pulled the All-Power Matrix off his chest. The three each grabbed on to a piece of the dial.

"All-Power Matrix, Override Code zero-one-zero!" They said in tandem. "Disassemble!"

The All-Power Matrix glowed and separated into three Omnitrixes, which quickly found their way to their respective users. Eon growled and pulled himself to his feet, throwing his arm into the air to summon his army of minions, along with Albedo, ReverGwen, and ReverKevin.

"I'll tear those Omnitrixes from your corpses if I have to!" Eon roared furiously.

"Big talk for someone who just got his butt kicked after getting unlimited power." Ben smirked. "Come on guys, let's do this!"

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"Kill them!" Eon commanded.

Albedo turned into NRG as ReverKevin absorbed the road beneath him and ReverGwen's hands sparked up with a teal glow. Ben transformed into Diamondhead while Kevin turned his skin into Taedenite with the MetalMatrix and Gwen activated the ManaMatrix. Eon's minions descended on Ben's team with merciless intent as they went head-to-head with their evil counterparts.

"As for you..." Eon cracked his neck and turned to face Attai. "I'm going to kill you myself."

"Sorry, but I'm not in the mood to die today." Attai summoned the CataloGun and pulled out a card. "We'll have to reschedule."

NRG fired a beam of nuclear energy towards Diamondhead, who blocked it with his forearms. ReverGwen cast a tornado spell towards Diamondhead, but the spell was blocked by a reversal spell from Gwen, sending it back towards its caster.

"I think I know why Eon didn't have our evil twins fight their own counterparts before." Gwen said. "Versions of us that don't have Omnitrixes are at a pretty severe disadvantage."

"No kidding!" Kevin replied as he decked ReverKevin in the face, cracking his tarmac coat. "These guys kinda suck!"

Gwen dodged to the side as several of Eon's minions ran towards her, hitting them with a mana shield that sent them flying.

"I could really do without all the other ones, though!" She exclaimed.

"Tennyson!" NRG yelled, grabbing Diamondhead by the neck. "You're finally going to pay for trapping me in that disgusting human form!"

"I wouldn't count on that if I were you." Diamondhead coughed.

Diamondhead slammed his hands into NRG's helmet, creating a crystal growth over his visor. NRG yelled in frustration and threw Diamondhead to the ground, trying unsuccessfully to blast away the obstruction. Unable to get his suit to unlock, NRG had no choice but to revert to Albedo's human form, who Diamondhead wasted no time in knocking out with a swift punch.

"You might be book smart, Albedo, but you sure don't have a lot of common sense."

"Ben, a little help?!" Gwen yelled, blowing away another group of minions.

"On it!"

Eon took several wild swings at Attai, who blocked each one with his forearms while loading the CataloGun's back slot with the Heatspecter card.

"Something wrong with your aim there, Eon?" Attai mocked. "You seem kinda tense."

"Be quiet!" Eon roared. "I should have killed you when I had the chance!"

"Yeah, that was a pretty dumb oversight on your part."

Attai kicked towards Eon's knees, knocking his legs out from under him. He took the opportunity to slide the Angelion card through the CataloGun's slide reader and transform. With the Heatspecter card in play, Angelion's chest was covered with a flaming breastplate resembling Heatspecter's head, while the red markings on his body turned a vivid shade of orange.

Angelion's new form dove into the ground, creating a path of white and black flames behind him. Eon snarled and began firing time beams at the road, aging holes in the asphalt as Angelion weaved through them with ease. Angelion made a mad dash towards Eon, jumping out of the ground right below him and delivering a wicked uppercut.

"I'd love to keep beating on you, but..." Angelion checked the CataloGun's screen. "It looks like I need to scan Tennyson and his pals doing that."

"Unfortunately for you, they're currently occupied!" Eon sneered, gesturing at his army of minions.

"Then I'll just have to take care of that."

Angelion tried to take off across the battlefield, but a time ray from Eon reversed his transformation and sent Attai crashing to the ground.

"Don't get cocky!" Eon snarled, power-walking towards his opponent.

Eon was suddenly cut off by another ray of time energy that came from his side. He turned to find Millennia approaching him, adjusting her gloves.

"What do you want now?!" Eon snapped.

"Attai's gun." Millennia said. "Faster this is cleaned up, faster I get it."

"You won't be 'cleaning up' anything from the grave!"

Eon charged Millennia, who dodged to the side and elbowed him in the back, sending him stumbling forward a few feet.

"Look, if I'm being honest, I'm not all that interested in fighting you." Millennia sighed. "I'm just going to help speed things up a bit, okay?"

Millennia stretched a hand out in the general direction of Eon's army of minions. Pink energy gathered around her palm before manifesting into a beam that Millennia threw across the area. Eon's minions disappeared from view as they were hit by the beam, leaving only Ben, Gwen, and Kevin standing.

"That should do it." Millennia grinned, putting her hands on her hips. "Got all of those guys back to their own timelines."

"No!" Eon exclaimed. "Do you have any idea how long it took me to put another army together?!"

"Nope!" Millennia gave him a sarcastic thumbs up before turning to look at Ben. "Hey, kids! Get in here and kick this guy to the curb, would ya?!"

With that, Millennia vanished in a pink flash, leaving an enraged Eon behind.

"Damn you!" Eon screamed into the air.

"Alright guys, let's go!" Ben said, pulling up the Omnitrix 2.0 as Gwen and Kevin nodded.

"It's Multi-Hero time!" They all shouted in unison.

"That is the dumbest thing I've ever heard." Attai grumbled from the sidelines.

Ben transformed into Chromastone and rushed Eon as Kevin transformed into diamond and Gwen used a spell that summoned floating mirrors around her. Eon growled and charged at Chromastone in kind, meeting him halfway with a mutual punch. Eon used his other hand to hit Chromastone with an aging beam, which ultimately had little effect.

"Thanks for the boost!" Chromastone grinned.

He grabbed Eon by the wrist and swung him around, tossing him towards Kevin with a blast of rainbow energy to propel him further. Kevin hit Eon with a punch to the gut and slammed him into the ground.

"Not so tough when you can't age us to death, huh?" Kevin taunted.

Eon growled and pushed Kevin off of him, scrambling to his feet. He tried to hit Kevin with a time-reversal beam, but was intercepted by one of Gwen's mirrors, which reflected the beam at the ground beneath Eon, turning the asphalt back into tar. As Eon sank slightly into the road, Chromastone ran over to Gwen and Kevin, with all three turning to face their trapped opponent.

"Let's finish this up!" Chromastone said. "Gwen, give me some of the 'ol razzle dazzle!"

Gwen nodded and cast a spell that brought a massive beam of sunlight down directly on top of Chromastone. Chromastone took a deep breath and began absorbing the energy, his crystals glowing with power.

"Kevin, catch and release!"

Kevin smirked and gave Chromastone a thumbs-up. Eon finally dragged himself out of the tar, stumbling towards the three with an infuriated gait.

"" He muttered incessantly. "You've ruined everything!"

"It's what we do."

Chromastone shot the stored energy towards Kevin, lighting up his crystalline body with the refracted light. Eon roared and charged at them, but Kevin jumped in his way, wearing a smug grin.

"Now we just gotta ruin your face!"

Kevin punched Eon square in the chest, his diamond fist breaking through Eon's metal chest plate. The energy being refracted throughout his body was unleashed through his hand, blowing Eon away in a massive explosion of light. By the time anyone could see again, Eon had been thrown nearly a block away and was thoroughly unconscious. Attai deactivated the light-blocking mode on his lenses and tossed away the CataloGun, having scanned Eon's defeat as it happened.

"I guess that takes care of that." Attai said. "I'm guessing the Plumbers of your world might be interested in what happens with him."

"I'm guessing you're right about that." Chromastone hit the Omnitrix 2.0 dial, reverting back to Ben. "But then again, they'd probably be interested in you too."

"Not happening." Attai pressed the button on his belt module that summoned his motorcycle, making it appear in a green flash. "My job here is done."

"You're leaving already?" Ben asked. "Come on man, you should at least stay to grab a smoothie with us or something!"

"I appreciate the offer, but there are a lot of worlds that need scanning." Attai replied. "I'm always going to be on the move."

"I guess I won't be meeting you again then, huh?"

"Probably not." Attai adjusted his glasses. "That's just how it is."

"Now hang on a second!" Millennia's voice shouted.

Attai turned around to find Millennia walking towards him

"You aren't trying to leave without keeping up your end of the deal, are you?!" She demanded.

"Gee, was it that obvious?" Attai snarked, picking the CataloGun up off the ground. "Just to be clear, the deal is one CataloGun for one UAF module, right? I don't have to worry about hidden fees or anything?"

"Man, how low do you think I am, Attai?" Millennia groaned. "I don't rip people off like that."

"Then I guess it's settled." Attai tossed the CataloGun over to Millennia. "Here's the damn gun."

"Pleasure doing business with you!" Millennia grinned and teleported away, leaving Attai staring into thin air.

"Wait a second, didn't you need that?" Ben asked, confused.

Attai responded by laughing and holding up the Angelion card before mounting his motorcycle.

"Let's just say I might have used that light explosion to cover up a little something." Attai smirked. "With all that out of the way, I'm headed off."

Attai revved up his motorcycle and drove into the distance, dissolving away into a green light. Ben, Gwen, and Kevin stared after him for a few seconds.

"...Hey, Ben?" Kevin broke the silence. "One question."


"Who were those people?!"

"One Archives agent neutralized as ordered!"

Millennia tossed the CataloGun to the man in the powered armor, who immediately began examining it.

"Hm." A muffled huff came from the man's helmet. "It looks like someone took the guts of the Gewherlogger and put it into a smaller shell. Probably took a serious downgrade in firing power to make it work."

"Any idea how the guy got it?" Millennia asked.

"Unfortunately, no." The man replied. "I'll need to send this to the lab for further analysis. They might be able to figure out what timeline it came from."

A brisk wind suddenly blew through the room, snatching the CataloGun from the armored man's grasp and carrying it along to the far wall. The spiked figure from before materialized in a pink flash, lazily holding the weapon.

"Whatcha got here, guys?" The figure smirked, dangling the CataloGun from his fingertips. "Something I should know about, Ubermensch?"

"Who's your new friend?" Millennia glanced at the man in power armor, evidently named 'Ubermensch' for whatever reason.

"An alien we picked up traveling through non-temporal space." Ubermensch grumbled.

"Damn, never took you as the type of guys to give rides to hitchhikers."

"We're not." Ubermensch scoffed. "The reason we brought him along is because of his ability to destroy universes."

"*Absorb* universes." The figure corrected. "I take them into my body as pure energy. They make for a good pick-me-up."

"Either way, the results speak for themselves." Ubermensch interjected. "The impure universes we desire to be cleansed from existence end up gone without putting a strain on our resources."

"I was wondering why you guys stopped buying Chronosapien Time Bombs from me." Millennia remarked.

"You never answered my question." The figure huffed. "What is this thing?"

"It's an important piece of technology that I'd rather you not destroy." Ubermensch hissed.

"Right." The figure rolled his eyes. "I'm guessing it's supposed to be a gun?"

"Yes, it is." Ubermensch growled. "Now. Hand. It. Over."

"The trigger."


"Pull the trigger." The figure threw the CataloGun at Ubermensch. "See what happens."

Ubermensch grabbed the gun out of the air and cautiously placed his finger on the trigger, shooting the figure a quick glance before aiming the barrel at the ground and attempting to pull the lever.

Nothing happened.

"What did you-"

"I didn't do anything to it, wise guy." The figure snapped. "Try the buttons."

Ubermensch attempted to press the buttons on the CataloGun's keypad to no avail. They were all completely stationary, exactly as the trigger had been.

"What's going on here?" Ubermensch demanded.

"You got bamboozled is what's going on."

The figure snapped his fingers, causing the CataloGun to reshape itself into a ball of light and pulling it into his body.

"Photonic Matter." He cackled. "Someone with the ability to pack light together gave you the run-around."

"Oh damn, now I get it!" Millennia laughed. "One CataloGun for one UAF module, not the CataloGun. Turned my own wording trick right back on me."

"I hope you realize this means your contract remains incomplete." Ubermensch hissed.

"Yeah, yeah, I know." Millennia waved him off. "I'm good for it if you keep your head on. More importantly, how did you know it was a fake?" She pointed towards the spiked figure. "You never even tested the controls."

"I'm an energy being." The figure smirked. "You could say it's within my area of expertise."

"Okay, now I'm really curious." Millennia said. "Who are you, exactly?"

"Depends on who you ask." The figure shrugged smugly. "A few less-developed timelines I fiddled with have come to know me as God, the Devil, and Bob, respectively. That being said, I don't take you for as much of fool, so..."

The figure grinned eerily and threw his cape out behind him, prompting an eye roll from Ubermensch and an impressed look from Millennia.

"You can call me 'Terox'."

Major Events

  • Millennia makes her debut.
  • Terox makes his Project Deca debut.
  • The Ben, Gwen, and Kevin of Earth 1116-A make their debuts.




  • Attai Zehn
  • Ben Tennyson (Earth 1116-A)
  • Gwen Tennyson(Earth 1116-A)
  • Kevin Levin (Earth 1116-A)


  • Millennia


  • Eon (Earth 1116-A)
  • Ubermensch
  • Terox

Forms Used

By Attai

  • Ridejacker
    • RidejackerGatling
  • Angelion
    • AngelionSpecter

By Ben

  • Heatspecter
  • Armodrillo
  • Snare-Oh
  • Angelion (Transformed via the CataloGun)
  • Ridejacker (Transformed via the CataloGun)
  • Alien X
    • Ultimate Alien X
      • Infinite Alien X
  • Diamondhead
  • Chromastone

By Gwen

  • Mana Connection Form

By Kevin

  • Taedenite
  • Diamond

By Albedo

  • Lodestar
  • Water Hazard
  • NRG

By Eon

  • Clockwork
    • Ultimate Clockwork
      • Infinite Clockwork
  • Four Arms
  • Way Big
    • Ultimate Way Big
      • Infinite Way Big

By DecaCycle

  • Gatling


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