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Episode 5
Air date 5/1/18
Written by CaT
Episode Guide
Youth is Wasted on the Young
PD 5.5: Ben 10: Protector of the Omniverse

To Protect and Get Served is the fifth episode of Project Deca. It serves as a tribute episode to Ben 10: Protector of the Omniverse, the Featured Series for 2013.


Project Deca OP2

Project Deca OP2

Attai stormed his way through the Archives, shoving aside various pedestrians until he found Professor Paradox, who was currently sorting through a drawer of archival data. Paradox turned to greet him, but paused when he saw Attai's angered expression.

"Did you know?!" Attai demanded. "Did you know who I was this whole time?!"

"I'm afraid not, Attai." Paradox's brow furrowed in concern. "What brought this on? Did you discover something about yourself?"

"Oh, I discovered something, alright." Attai snapped. "You know the Unendlich Reich's super soldier, Ubermensch? Turns out I'm just an alternate version of him!"

"Really?" Paradox raised an eyebrow. "Interesting."

"What do you mean, 'interesting'?!" Attai hissed. "Do you not get the problem here?! I'm a gott verdammt Nazi!"

"Nazism is an ideology, Attai; a set of ideals." Paradox corrected. "None of which I've ever seen you demonstrate."

"Well, what am I, then?!"

"You are Attai Zehn." Paradox stated. "What exactly that entails is up for you to decide."

"That doesn't tell me anything!" Attai threw his hands up in frustration.

"It's not supposed to." Paradox said. "You have to create your own identity."

"What does that mean?!"

"It's a bit of an abstract concept, but I'm sure you'll come to your own conclusions soon enough." Paradox placed a reassuring hand on Attai's shoulder. "It may sound odd as a Timewalker, but you shouldn't worry about the past. Just focus on where you are now and move towards the future."

Aboard the flagship of the Unendlich Reich, drifting aimlessly in non-temporal space, Ubermensch sat silently inside a meeting room with Millennia and Terox. His helmet was absent, revealing his stern expression to the people in front of him.

"Geez, I can't believe Attai's another version of you." Millennia coughed, interrupting the silence.

"Attai?" Ubermensch raised an eyebrow.

"The Archives agent." Millennia explained. "Attai Zehn."

"The last name's fine, but why the hell does he have a know what, never mind." Ubermensch shook his head. "More importantly, how do you know his name?"

"Dunno if you noticed, but our suits are the same." Millennia jabbed a thumb at her outfit. "Paradox commissioned one for him from me."

"I see." Ubermensch sighed. "And you didn't feel it was important to disclose this beforehand because...?"

"You didn't ask."

"Right." Ubermensch closed his eyes and pinched the bridge of his nose in frustration. "There's always something with you."

"Yeah, it's hilarious." Terox interjected with a toothy grin. "You know, your reactions are a lot funnier when we can actually see your face."

"Come to think of it, where is your helmet?" Millennia asked.

"It was destroyed, remember?" Ubermensch replied. "I'm getting a new one made."

"Oh." Millennia pursed her lips. "I guess I assumed your suit was automatically generated."

"As useful as that would be, no." Ubermensch said. "Generated armor tends to be less sturdy than manually applied armor."

"I guess that makes sense." Millennia said. "Well, all that being said, you think now's a good time to try and grab Attai's DecaSystem?"

"Don't bother."


"Now that I've confirmed his identity, I don't need to worry about the agent anymore." Ubermensch replied. "The situation will resolve itself."

"What's that supposed to mean?" Millennia looked puzzled.

"The version of me working for the Archives isn't complete." Ubermensch explained. "I'm sure you've noticed yourself that his eyes are mismatched and his hair has no pigment."

"Well yeah, but what does that have to do with anything?"

"In theory, he should look like me. Blond hair, blue eyes. His current state matches that of an earlier development phase in Project Deca; one where the subject isn't quite ready to use the DecaSystem."

"I was under the impression anyone who can shoot a gun could use it."

"If that were the case, why would the Archives need to use him specifically instead of handing the equipment to someone more experienced?" Ubermensch pointed out. "The DecaSystem is constantly creating bridges across the multiverse and creating a significant amount of temporal blowback while doing so. If he had been completed like I am, this wouldn't be an issue, but as he is now, the only thing keeping him intact is likely that suit you developed."

"But the Multitransference Suit wasn't designed to block temporal stress at that level..." Millennia put her hand up to her chin. "If you're right, then his body is going to start breaking down sooner or later."

"Exactly." Ubermensch said. "Either he joins us and becomes complete, or he continues assisting the Archives and dies. Either way, we don't need to worry about it anymore. That being the case..."

Ubermensch turned to look at Millennia directly.

"We don't need you anymore either."

"Are you sure it's wise to be backing out of a contract with me like this?" Millennia raised an eyebrow.

"What do you plan to do about it?"

Millennia's brow furrowed for a split second before she teleported away, leaving the ship.

"You know she's totally gonna snitch on you, right?" Terox cackled.

"Good." Ubermensch turned away. "That saves me the trouble of doing it."

Attai appeared on the DecaCycle in a green flash, coming to a halt on the side of the road. He got off the vehicle, prompting it to disappear. He looked around, finding himself in the middle of a suburban neighborhood. Not seeing anything of note, he summoned the CataloGun and punched in some numbers on the dialpad.

"Hey, Attai." A familiar voice came from behind him.

Attai whirled around and aimed the CataloGun directly towards Millennia, who had appeared just moments before.

"Let me guess, here to try and steal the CataloGun again?" Attai snapped, pointing the gun at Millennia.

"Actually, no." Millennia teleported in front of Attai and smacked the CataloGun out of his hand. "Although I'm still going to tell you not to use it."

"Sorry, but you can tell Ubermensch to stuff it." Attai hissed, shoving Millennia backwards. "I'm not going to stop scanning universes."

"I'm not going to be telling Ubermensch anything; I got fired."

"Because you haven't been able to get the CataloGun off me?"

"No, because they don't need me to." Millennia looked mildly annoyed. "According to them, you're incomplete, and the DecaSystem is wrecking your body. Every time you use that gun, you're shortening your lifespan."

"You expect me to believe that?" Attai snorted. "My body's fine. How gullible do you think I am?"

"Are you serious?" Millennia said in disbelief. "I've never lied to you before, so what makes you think I'm gonna start now?"

"To be blunt, I wouldn't put anything past you." Attai narrowed his eyes. "That being said, it's also possible you're being honest and they lied to you."

"That would be dumb on their part for a variety of reasons." Millennia rebutted. "Look, whether you believe me or not, that's the situation. I guess if you're not going to take my advice, you'll find out the hard way anyways."

"Even if it's true, that doesn't change anything." Attai summoned the DecaCycle. "I need to do my job."

"That's absurd!" Millennia snapped. "You know this could kill you, right?!"

"Assuming you're right, then yeah." Attai mounted the motorcycle, with a helmet materializing around his head. "Don't care."

"What's got you so dead-set on doing this?"

Attai paused for a moment before replying.

"...I don't have anything else." Attai's expression was unreadable behind his helmet. "The one thing I know about myself isn't exactly promising, and there's nothing to me beyond that. This is all I can do."

"That's a load of crap and you know it." Millennia said sternly. "If the only thing to you is your job, then why do anything that isn't necessary for the scan? I know being some alternate version of Ubermensch is probably angsting you out right now, but I can tell you that Ubermensch sure wouldn't do any of the stuff you're doing. That's all you, whether you think it means anything or not."

Attai sat silently on the DecaCycle for a few seconds before revving it up and driving off. Millennia watched him go with a slightly exasperated expression.

"Geez, that guy." She shook her head, then disappeared in a pink flash of light.

Loud crashing and explosions from a particular road downtown had drawn Attai's attention, and as he turned onto the road this was all coming from, he spotted a red-eyed Cannonbolt with a red Omnitrix symbol tearing up the road and smashing apart cars. Attai rolled his eyes and dismounted the DecaCycle, causing it to disappear as he approached the rampaging alien.

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

Cannonbolt turned to face Attai with an infuriated glare.

"You..." Cannonbolt's eyes narrowed. "You're not Tennyson!"

"Gott sei Dank for that." Attai pulled up the CataloGun. "You sound like you were expecting him to show up."

"Well, I'm certainly not destroying things for fun!" Cannonbolt growled. "He usually shows up when an alien goes on a rampage."

"Not this time, apparently." Attai tsked, summoning a card for the CataloGun. "Still, someone has to stop you."

"And you think that's going to be you?"

"That about sums it up."

Attai shoved the card he was holding into the back of the CataloGun, then summoned another card and ran it through the main scanner. He transformed into a version of Heatblast wearing armor resembling the DecaCycle, with a wheel on each foot and exhaust pipes on his back. Cannonbolt growled and curled into a ball, launching himself towards Heatblast at high speed. Heatblast sidestepped the attack, his movements boosted by the cycle's wheels, and hit Cannonbolt in the side with a flaming punch, sending him hurtling off-course and slamming into a nearby car.

Cannonbolt hit his Omnitrix's dial and transformed into Fasttrack, who ran at Heatblast and launched a volley of blows. Heatblast was able to keep up with Fasttrack's attacks for the most part, but several hits got through his defense, sending him stumbling backwards a few feet. He used the cycle's wheels to brake, then ran at Fasttrack himself. Fasttrack took off in the other direction and the fight became a blurry mess, each fighter only fully visible when they stopped to punch each other.

During one such encounter, Heatblast allowed himself to be hit instead of blocking it, using his arms to grab onto Fasttrack and slam him into the ground. He revved up the wheel on one of his legs and kicked Fasttrack with it, sending him flying a good distance away. Instead of continuing the fight, Fasttrack shot Attai a nasty look before hissing and running away. Heatblast rolled his eyes and detransformed, reverting back to Attai.

Mere moments later, Kevin's car swerved onto the street, stopping near Attai. Gwen and Kevin hopped out, ready for a fight, but quickly became confused when all they saw was Attai standing there.

"Hey, you." Kevin said, approaching Attai. "You see a gray-haired Ben run through here?"

"If you're talking about Albedo, yeah." Attai replied. "Fought him a bit, then he ran off."

"You fought off Albedo?" Kevin scoffed. "I'm sure."

Attai's only response was to shove a card into the back of the CataloGun and fire into the air, creating a massive pillar of flame. Gwen and Kevin stared at him in surprise.

"Who are you?" Kevin demanded.

"The name's-" Attai cut himself off to think for a moment. "...Not important. Suffice to say I'm just here to do my job."

"Did you get hurt fighting Albedo?" Gwen interjected.

"No." Attai responded curtly. "Why?"

"Then what's up with your nose?" Kevin said.

Attai wiped his upper lip and looked at his hand, finding it smeared with a small amount of blood.

"You gotta be kidding me..." Attai mumbled under his breath. "Nevermind that. Where the hell is Tennyson? Shouldn't he be the one fighting his own angsty palette-swap?"

"Ben...hasn't been fighting for a while." Gwen replied.

"What?" Attai's face wrinkled in confused annoyance. "Why?"

"Azmuth got knocked off not too long after finishing his new Omnitrix." Kevin explained. "Did a number on Ben's ego."

"Are you serious?" Attai huffed. "Why would he stop saving people because of that?"

"Ben puts a lot of pressure on himself to be the 'savior of the universe' because he has the Omnitrix." Gwen replied. "When Azmuth died, it pretty much broke that self-image. He doesn't think he's worthy of wielding it anymore."

"So what?" Attai scowled. "If he's got a job to do, it shouldn't matter if he thinks he's a good enough person or not."

"Yeah, good luck telling that to Tennyson." Kevin said. "We sure ain't been able to get through to him."

"Well, I'm gonna see what I can do anyway." Attai summoned the DecaCycle. "Do you know where I can find him?"

"Where else?" Gwen said.

Ben sat alone at a table outside Mr. Smoothy, occassionally taking a sip from the drink in front of him. He seemed thoroughly absorbed in his own thoughts, to the point where he didn't notice the white-haired stranger approaching him.

"Mind if I join you?" Attai asked, walking up next to Ben.

"Kind of, yeah." Ben mumbled.

"Don't care."

Attai took a seat next to Ben and began glaring at him intently.

"What do you want?" Ben asked.

"Gee, I don't know, good question." Attai said. "Not sure what I could possibly want from the hero who isn't doing any hero work."

"If you're just here to get on my case about that, don't bother." Ben furrowed his brow. "Already had a bunch of people talk to me about it."

"I'm not here to talk to you about it, I'm here to tell you to get back to work." Attai tsked. "I have a job I need to do and it depends on you doing yours."

"Well, tough luck."

Ben went silent and took a sip of his smoothie. Attai rolled his eyes and sighed in exasperation.

"You know Albedo's looking for you, right?" Attai pointed out. "He's going on a rampage to try and get you to come out and face him."

"Face him about what?" Ben's eyes narrowed.

"Azmuth's death, I'm guessing." Attai leaned back a bit. "He's probably not too happy about his mentor disowning him and then dying."

"That's his own fault!" Ben slammed his fist on the table. "Why is he trying to get me involved?! It's not like I was there! I wasn't there for Azmuth when he..."

Ben trailed off, staring blankly at the styrofoam cup in front of him.

"Should you have been?" Attai asked.

"Of course I should have!" Ben snapped. "Azmuth trusted me with the Omnitrix and I couldn't even use it to save his life! I failed him!"

"Oh, I see." Attai said. "So Azmuth made the Omnitrix to save his own skin, then."

"What? No!" Ben protested. "Azmuth made the Omnitrix to preserve species and help people see the universe through each other's eyes! He wanted it to be a tool of peace!"

"Then why aren't you using it as one?" Attai said flatly.


"From my point of view, it seems like you're just using the Omnitrix as the crux of your own pity party." Attai stated. "If the Omnitrix is supposed to bring peace, then the only way you're failing Azmuth right now is by refusing to use it."


"Sounds like a real predicament you've got there." An unknown voice said.

Ben and Attai turned their heads to find that a new visitor had joined them at the table. He was a teenager around Ben's age, wearing purple and black clothing with brown hair that he had slicked to the side. What appeared to be a purple Plumber's Badge sat on his chest. He was holding a smoothie, which he took a sip out before continuing.

"What, no 'hello'?" The new arrival said. "That's pretty rude, isn't it?"

"Who are you?" Attai demanded.

"The name's Xargon." The new arrival replied. "Doubt that means anything to you, but you asked."

"What are you doing here?" Ben asked. "Do you need something?"

"Don't we all need a little something in life?" Xargon sarcastically mused. "For real, though, I just wanted to scope you out a bit."

"Scope me out?" Ben looked confused.

"Yeah." Xargon said. "You know, as another Omnitrix user."

"You-" Ben looked at the badge on Xargon's chest and then back at his face. "How did you get an Omnitrix?!"

"I'm from what you could call another timeline." Xargon replied. "My Azmuth prepared this Omnitrix specifically for me; as the only Galvan that could possibly hope to match up to him in terms of intelligence, it only made sense."

"So, did you get stuck as a human too?" Attai asked flatly.

"Of course not." Xargon rolled his eyes. "Don't patronize me. I can only assume you're comparing me to that idiot Albedo, but I assure you, we are miles apart in terms of skill."

"Then why-"

"'When in Rome, do as the Romans do', I believe is the Earth saying." Xargon interrupted. "Besides, this body isn't half-bad, I have to admit."

"You said your Azmuth made that Omnitrix specifically for you?" Ben interjected.

"Yes, naturally." Xargon replied. "It makes me wonder why so many Azmuths are fine with their creations being wielded by someone like you."

"What's that supposed to mean?" Ben furrowed his brow.

"It means I don't think you're qualified to wield this power." Xargon tsked. "Your Azmuth was a fool for entrusting you with that watch."

"Don't talk about him like that!" Ben yelled, slamming his fist onto the table. "My Azmuth is-"

"Dead, I know." Xargon yawned. "I'm the one who killed him."

"You...what?" Ben's blood ran cold.

"As much as I adore Azmuth, any version of him that would entrust the Omnitrix to a sub-par ape is frankly a waste of space." Xargon replied.


Ben lunged at Xargon, who stopped him by grabbing a hold of his neck.

"Of course, I'm not so fond of those apes themselves either." Xargon said firmly. "The Omniverse only needs one Omnitrix user, and it's certainly not someone like you."

Xargon threw Ben to the ground, prompting a raised eyebrow from Attai.

"That's a pretty strong arm for a human." Attai noted.

"Ah, I'm glad you noticed." Xargon smirked. "My transformations are all enhanced versions of the base species that only exist within my Omnitrix. They're called Superius forms."

"Another barely-noteworthy alien variation, my favorite." Attai rolled his eyes. "How many forms do you have in that Omnitrix, anyway?"

"Only six I use for combat." Xargon held up the corresponding number of fingers. "Unlike these other Omnitrix-wearing oafs, that's all I need. Six is the first Perfect Number, after all"

"Seems kind of limiting, doesn't it?"

"Only if you're an idiot."

Ben tried to get to his feet, but Xargon stood up and kicked him in the ribs, knocking the wind out of him.

"I'm going to do you a favor, Tennyson." Xargon said, adjusting the collar on his shirt. "You have a bit to say goodbye to your family or whatever it is you people do before I kill you. I'll be taking out Albedo first. Humans wielding the Omnitrix poorly is one thing, but a Galvan doing so is just disgraceful."

"I hate to say it, but I can't let you do either of those things." Attai sighed, getting to his feet. "It would be pretty inconvenient for me if you screwed up this timeline."

"Is that so?" Xargon snorted. "Just who do you think you are?"

"That's a loaded question." Attai summoned the CataloGun and pointed it at Xargon. "Suffice to say I'm just here to do my job."

"Well, either way, I can't say I'm interested in dealing with you right now." Xargon tsked. "Superius Heatblast."

Xargon transformed in a flash of purple light, emerging as a blackened Pyronite with bright silver flames emerging from his body. He took off into the sky, moving too fast for Attai to aim at him properly and quickly disappearing into the distance. Attai grumbled something under his breath before looking over at Ben, who was just barely pulling himself to his feet.

"You should probably go warn Albedo." Attai stated.

"Why would I do that?" Ben asked. "He can handle himself fine."

Attai raised an eyebrow.

"Okay, maybe not, but still." Ben replied. "I haven't gone hero in weeks. Why would I go back into hero work just to save him of all people?"

"Because I'm guessing that's the kind of thing Azmuth would expect you to do."

Ben and Attai sat inside Ben's car, making their way towards the last spot Albedo was seen at. Attai stared unblinking at the road in front of them, his eyes narrowed in concentration.

"What are you doing?" Ben asked.

"Making sure we don't get caught off-guard." Attai replied.

"...Okay then."

"Tell me something, Tennyson." Attai said. "Why did you start saving people with the Omnitrix in the first place?"

"In the first place?" Ben repeated. "It just seemed like the right thing to do, I guess."

"That's it?" Attai asked. "No special motivation?"

"Not really." Ben shrugged. "I mean, I was ten. I wasn't exactly pondering the whole thing too deeply."

"Hm." Attai paused for a moment. "So why'd you stop?"

"...Things are different from when I was ten." Ben took a deep breath. "The Omnitrix is an insanely important piece of technology. If I can't use it right...I feel like I just shouldn't be using it."

"Seems shallow, if you ask me." Attai tsked. "Sure, things are more complicated, but I don't see how that changes saving people from being the right thing to do."

"I just-"

"This isn't about how you feel about yourself." Attai interrupted. "If I staked my job on what I am, I'd just give up entirely. The way I see it, if something needs to get done and you have the ability to do it, no amount of self-hatred is going to excuse you to the people that get hurt if you don't act."

"I guess..." Ben mumbled.

Attai sighed and adjusted his glasses, taking his eyes off the road for a moment to look at Ben.

"Here's the thing-"

Attai was interrupted as a fire hydrant suddenly flew across the road, smashing into the front of the car and sending it screeching to a halt as Ben slammed on the brakes.

"GOTT VERDAMMT!" Attai yelled, getting out of the car and slamming the door behind him. "EVERY TIME!"

Ben and Attai rushed over towards where the fire hydrant had come from, finding Albedo rampaging through an urban center as Armodrillo.

"Stop it, Albedo!" Ben yelled. "I'm here!"

Armodrillo turned to face Ben with a snarl.

"You certainly took your time, Tennyson!" Armodrillo punched the ground. "Where have you been?!"

"None of your business." Ben replied. "What makes you think you can attack innocent people just to get my attention?!"

"I haven't hurt anybody, if that's what you're worried about." Armodrillo snorted. "Yet."

"You..." Ben clenched his fists. "What did you want to talk to me so badly about that you did this?!"

"I'm going to be blunt." Armodrillo hissed, reverting to Albedo's human form. "Azmuth's gone. He left the Infinimatrix to you...and you aren't even using it! You're pathetic!"

"The Infinimatrix?" Attai mumbled to himself, glancing at the sleek, white device sitting on Ben's wrist. "The hell kind of name is that?"

"I'm the one who should have had the Omnitrix to begin with!" Albedo marched over to Ben and grabbed him by his shirt collar. "Now that Azmuth's gone, I can't prove that to him! This is all your fault!"

"Cut the crap." Attai interjected. "Ben had nothing to do with Azmuth dying."

"And who are you?!" Albedo snapped. "Is Tennyson such a coward that he can't face me without backup?!"

Attai narrowed his eyes and summoned the CataloGun, but Ben gestured for him to stop.

"I don't need any help taking care of you." Ben shoved Albedo away.

"Is that so?" Albedo spat. "Don't take me so lightly!"

"Why shouldn't I?" Ben retorted.

"You're just a lowly human." Albedo growled. "You don't deserve the power Azmuth gave you!"

"Azmuth let me keep the Omnitrix for a reason!" Ben argued.

"And now he's dead!" Albedo snapped. "He made the wrong choice!"

Albedo pulled up his Omnitrix and began scrolling through aliens.

"I was his assistant...I helped build the Omnitrix!" Albedo hissed. "I'm the only other person who knew how it worked! So why..."

Albedo slammed down on the Omnitrix dial, transforming into Water Hazard.

"...Why did he give it to a human?!"

Water Hazard tried to punch Ben, who rolled out of the way and pulled up the Infinimatrix.

"Why was I not good enough?!" Water Hazard shouted.

"Because you do things like this." Ben began rotating the Infinimatrix's dial. "You've only ever used your Omnitrix for your own gain. Why would Azmuth ever trust the Omnitrix to someone like you?"

"SHUT UP!" Water Hazard shot dual streams of high-pressure water towards Ben.

Ben slammed down on his Omnitrix's dial, transforming into Overflow. Water Hazard's jets bounced right off of Overflow's thicker armor, leaving him unaffected.

"Azmuth built the Omnitrix to bring peace to the universe." Overflow began approaching Water Hazard. "It doesn't matter how good you are. It doesn't matter how good I am."

Overflow shot blade-like jets of water at the ground underneath Water Hazard, slicing it apart from the road and sending his opponent toppling.

"If you aren't going to use it to help people..."

Overflow grabbed Water Hazard by the collar and tossed him up into the air.

"Then you don't have a right to use it at all!"

Overflow shot two powerful jets of water at Water Hazard, which slammed into his body in mid-air and sent him flying further upwards before he crashed ungracefully back to earth. Attai pulled out the CataloGun and scanned the scene as Albedo detransformed, too damaged to keep on fighting.

"I'm not going to lie and say I don't feel kind of bad for you." Overflow said, transforming back into Ben. "But you brought all of this on yourself. You can't always keep blaming me for what happened to you."

"Well-said." A voice came from nearby. "He only has himself to blame for what's about to happen."

Ben and Albedo turned to the side to see Xargon approaching them in his human form wearing a broad smirk.

"Xargon!" Ben assumed a defensive stance.

"I see you're using your aliens again, Ben." Xargon noted. "Honestly, you people are always so flaky. Pick an ideal and stick with it for once."

"Refusing to change seems like a risky idea for people who get their powers by transforming." Attai rolled his eyes.

"A naive point of view." Xargon sighed. "I've never wavered from my goal of being the most perfect Omnitrix user, and I'd say it's worked out pretty well for me."

"Who is this supposed to be?" Albedo groaned, dragging himself to his feet.

"Xargon, killer of Azmuth, at your service." Xargon gave a mock bow, then turned to face Attai. "More importantly, what was that scanning thing you did with your peashooter over there? Something I should know about?"

"No, but if you're going to be nosy anyway, I was scanning a Key Event from this timeline to back it up for the Cosmic Archives."

"I see." Xargon said. "I assume that was 'your job' here?"

"As a matter of fact, yes." Attai tsked. "What's it to you?"

"Oh, nothing at all, honestly." Xargon replied. "This works out fine for me. Now that your job's done, you can leave without getting in my way as I decommission these lowlifes."

"Still not gonna let that happen."

"Are you serious?" Xargon laughed. "I thought you were just here to do your job. Why on Earth would you help these oafs now that you don't need to? Some sort of misplaced feeling of obligation?"

"Don't misunderstand me." Attai said. "I don't feel obligated to help, and the only reason I came to this universe was to do my job. That being said..."

Attai grabbed Ben by the collar and jerked him to his feet, glaring directly into his eyes.

"Was zum Teufel are you trying to do by saving random civilians?!" Attai yelled. "You need to be fighting Veggie King!"

"What's the point of fighting him if everyone I'm trying to protect from him dies?!" Ben snapped. "I know it might seem pointless to you, but these are people's lives we're talking about here!"

"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!"

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

"He better not!" Aeron yelled.

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

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

"What I am?" Sci muttered.

He looked out across the observatory, noticing Bink and Paper struggling to get up.

"Guys..." Sci clenched his fists. "That's right...I'm not fighting because of hatred."

Sci created a wall of flames in front of him, burning away some of the Nikon'ali approaching him.

"I'm fighting to protect the people I care about!" Sci yelled. "I...was born from love!"

"Now I just feel stupid." Attai muttered under his breath, then pointed towards Xargon. "Everyone I've met has been fighting for their own ideals; their own meaning. I don't have a meaning of my own yet, but until I do, I'll keep fighting to protect theirs."

Attai summoned a card for the CataloGun, ignoring a stinging pain behind his left eye.

"You asked who I was earlier." Attai said. "I think I have an answer for you now."

"Oh?" Xargon raised an eyebrow.

"My Attai Zehn." Attai stated, running the card through the gun's side slot. "And I'm here...for more than just my job!"

"Nice speech, but you'll need more than talk to get anywhere." Xargon sneered. "What exactly are you planning on doing with that glorified checkout scanner, anyway?"

Attai's only response was to fire the CataloGun into his hand, transforming into Ridejacker.

"That thing is an Omnitrix?!" Xargon looked genuinely surprised.

"Sure, if you were to stretch the definition a bit." Ridejacker shrugged.

"Well, I guess I can't let my self get upstaged here." Ben said, walking up next to Ridejacker to face Xargon. "Albedo, you might want to duck out."

"You can't be serious." Albedo hissed, walking up on Ridejacker's other side. "If this person is the reason I can never prove myself to Azmuth, I'm not going to let him get away."

Ben looked over at Albedo, who met his gaze with a slight scowl. The two nodded, then turned back towards Xargon.

Believe yourself

"You know what the most disgraceful thing is about you people?" Xargon sighed. "You never know when it's time to throw in the towel."

"Say whatever you want about us, but we're going to take you down whether you like it or not." Ben retorted.

"Oh, I'm sure you'll try."

"It's hero time!" Ben pulled up the Infinimatrix and activated the dial.

"I don't think so." Xargon said flatly. "Superius Clockwork."

Xargon transformed into a silver version of Clockwork, immediately stopping time before Ben could transform. Clockwork began walking over to Ben, but was interrupted by several shots from the CataloGun as Ridejacker sprung into action. Clockwork grabbed a hold of Ridejacker and reversed his personal timeline, turning him back into Attai before flinging him aside. Attai got to his feet and took aim with the CataloGun again, much to Clockwork's surprise.

"Oh, you're a Timewalker?" Clockwork said. "Interesting."

Attai wordlessly summoned a card and stuffed it into the back of the CataloGun, ignoring a sudden nosebleed. Clockwork stared at him blankly before letting out an exasperated chuckle.

"My bad, you're half a Timewalker." Clockwork snorted. "I couldn't see it before, but you're damaging your own lifespan whenever you use that thing."

"I'm aware."

"And you're still using it?" Clockwork said incredulously. "Surely even someone like you can see how foolish that is."

"It doesn't matter if it's a dumb idea or not." Attai retorted. "What matters is that it gets the job done."

"Honestly, you're all idiots." Clockwork sighed. "This is exactly the kind of thing that makes you too irresponsible to be Omnitrix wielders."

"This is exactly what makes us Omnitrix wielders." Attai pointed the CataloGun at Clockwork. "This isn't the kind of tech you can keep using without some serious dedication."

"That dedication needs to be rooted in something, you realize." Clockwork tsked. "All you people ever did was get lucky."

"If I'm what you'd call a lucky guy, I'd hate to see someone who isn't."

Attai ran the card through the CataloGun, transforming into Heatblast and firing a blast of flames at Clockwork. Xargon transformed out of Clockwork into his own version of Heatblast, absorbing the flames into his body. Despite this, time remained frozen.

"What the..." Attai muttered. "Why isn't time resuming?"

"I told you before, my aliens are superior." Xargon said. "They don't have to be present for the effects of their abilities to remain as they were. Of course, if you were a real Timewalker, you'd be able to unfreeze time yourself."

Attai glowered and rushed Xargon, trying to hit him with fiery punches, which Xargon dodged and weaved around with ease.

"I was going to ask why you're trying to defeat a Superius Pyronite with a normal Pyronite, but then I recalled that every transformation costs you." Xargon laughed. "Unfortunately for you..."

Xargon transformed from Heatblast to Diamondhead, blocking one of Attai's punches and kicking him in the gut, knocking him backwards.

"I don't have that limitation."

Attai summoned the CataloGun and a new card, resulting in a few chunks of rock breaking off of his body. He transformed into Bomb 2 Hell, tossing away the CataloGun again and running at Diamondhead.

"This is a new one to me." Diamondhead mused as he raised a diamond shield from the ground in front of him. "What does it do exactly?"

Bomb 2 Hell punched the shield, creating an explosion whose shockwaves shattered the barrier and cracked parts of Diamondhead's skin.

"I see." Diamondhead winced. "I suppose that's on me for not being more cautious."

Diamondhead jumped backwards, outside of Bomb 2 Hell's range, and transformed into Echo Echo. Before Bomb 2 Hell could react, Echo Echo began cloning himself and screaming, sending a barrage of sound waves slamming into his body like a bag of bricks. Bomb 2 Hell went down hard, hitting the road and reverting back to Attai, whose nosebleed had returned.

"I'll say this much: don't feel bad about losing to me." Echo Echo said. "Everyone does it."

Before Echo Echo could make another move, a train suddenly barreled through his army of clones, reducing his number back down to one. The train vanished as quickly as it had appeared, leaving him utterly confused.

"What was that?!" Echo Echo demanded, looking around wildly. "Who's there?!"

The flow of time abruptly resumed, with Millennia appearing a few meters away from him.

"A 'real Timewalker', so to speak." Millennia replied. "Want to cut a deal?"

"I don't negotiate with cretins!" Echo Echo spat. "Stay out of my way!"

"How much would you be willing to pay me to do that?"

"I might let you live, for one."

"Nah, I know intentionally vague promises when I see them." Millennia said. "But if that's how you're gonna be, I'll just leave you to it."

Millennia reached into a small time portal and tossed Attai a black and white module, closing the portal after.

"This one's on the house." Millennia gave a quick thumbs-up. "Try and put it to good use."

With that, Millennia disappeared, leaving behind a confused Attai and a fuming Xargon.

"Alright, let's see what this does." Attai stood up and placed the module into his belt.

The green parts of Attai's suit turned a dark gray, with the white sections becoming black and the lighted plating glowing a brilliant white.

"I won't let you!" Echo Echo turned into Upgrade and lunged at Attai.

The corners of Attai's vision suddenly blurred as translucent images of Upgrade lunging at him played in front of his eyes. The images faded to reveal Upgrade still in the middle of the initial movement, allowing Attai to dodge the lunge by moving to the side of where he had seen the attack land. He pulled up the CataloGun and shot Upgrade in the back, stunning him momentarily.

"Why you-" Upgrade began, but was interrupted by a gust of chilled wind that froze him solid.

Attai turned to find Ben as Big Chill hovering next to him, with Albedo a few steps behind.

"How long do you think that'll hold him?" Big Chill asked.

Upgrade transformed into Heatblast, blasting apart his icy shell with a burst of flames.

"Not long at all." Albedo tsked. "You're being too direct!"

Albedo transformed into Goop and shot a stream of acidic goop at Heatblast, who blocked it with a wall of flames. Heatblast smirked for a moment, but began choking on a cloud of acidic smoke created from the burned slime.

"What's wrong?" Goop taunted. "Difficult to act superior when your lungs are melting?"

Heatblast transformed into Diamondhead and summoned a crystalline pillar underneath Goop, splitting him apart.

"Don't get ahead of yourself." Diamondhead hissed. "It's a bit more difficult to melt diamond."

Ben transformed into Echo Echo and began screeching at Diamondhead, who transformed into Upgrade and took over Echo Echo's containment suit, attempting to crush it in on itself. Goop reformed his body and transformed into Frankenstrike, electrifying the containment suit and forcing Upgrade to retreat. Echo Echo was forcibly knocked out of his transformation and turned back into Ben, who quickly scrambled to his feet.

"Did you have to zap me too?!" Ben snapped.

"Probably not." Frankenstrike grinned.

Upgrade transformed into Lodestar and lifted Frankenstrike into the air by the coils on his back, tossing him away at high speed. Ben pulled up the Infinimatrix, only for it to be caught in one of Lodestar's magnetic fields and dragged outwards, taking his arm along with it. Lodestar began pulling Ben towards him by the Infinimatrix, readying his free claw to strike. Attai tackled him from the side, causing him to lose his grip on the Infinimatrix and allowing Ben to transform into XLR8 and begin running.

Lodestar knocked Attai away and tried to lock on to XLR8's Infinimatrix symbol, but his speed made the magnetic forces acting on it negligible in comparison, resulting in Lodestar being unable to get a proper hold. XLR8 ran up to Lodestar and kicked him in the chest, sending him flying across the street with a loud crack. Lodestar transformed into Clockwork, using his powers to slow down time and run up to XLR8, who took off in the other direction.

While initially able to keep up with Clockwork even in slowed time, XLR8 was eventually overtaken and dealt a nasty punch to the head. Before Clockwork could move in for the finishing blow, Albedo as Jetray swooped in, using his faster-than-light speeds to override the slowdown and deliver a neuroshock blast that fried some of Clockwork's systems. Time began flowing normally again, which unfortunately resulted in XLR8 slamming into the pavement at full speed.

Clockwork transformed into Upgrade and shot into Albedo's Omnitrix, taking it over and turning him into Ripjaws, who fell to the ground and began gasping for air. Ripjaws clawed at the Omnitrix symbol, trying to transform into something else, but Upgrade kept the transformation intact. XLR8 groaned and got to his feet, transforming into AmpFibian and entering the Upgrade-controlled Omnitrix symbol himself. A quick zap of electricity flung Upgrade out the symbol, with AmpFibian following behind. Ripjaws frantically twisted the dial and turned back into Albedo, who started taking deep breaths.

AmpFibian moved to shock Upgrade again, but he transformed into Diamondhead, taking the bolt of electricity without even flinching. Attai, watching from a few meters away, focused in on Diamondhead, seeing translucent images of Diamondhead transforming into Clockwork and stopping time again.

"Tennyson, turn into something that can clog up gears!" Attai yelled.

AmpFibian nodded and reached for the Infinimatrix symbol as Diamondhead transformed into Clockwork. AmpFibian transformed into a large, box-shaped alien with black sand flowing out of various holes on its sides. He shot a blast of sand at Clockwork as his key began to turn, clogging up the key's gear system and rendering it inoperable.

"What?!" Clockwork exclaimed. "How did you know-"

He was interrupted by a wave of black sand smashing into his body, knocking him to the ground and clogging up his joints, leaving him unable to move. Attai quickly scanned Ben's current form, Sandbox, creating a card from it. Clockwork used mental commands to transform into Heatblast, who fired a wave of flames at Sandbox, fusing his limbs into glass. Sandbox simply created more sand, leaving behind the glass pillars that used to be his 'appendages' and engulfing Heatblast in an earthen tomb.

Heatblast's own body temperature fused the sand together around him, trapping him in a pillar of black glass. Heatblast transformed into Diamondhead, smashing his way out of the glass, but Ben had already turned into Blitzwolfer, creating a sonic howl that cracked Diamondhead's skin. Diamondhead transformed into Echo Echo and began screaming back, creating an army of clones that overwhelmed Blitzwolfer's attack and sent him tumbling backwards.

"Do you get it yet?" The group of Echo Echos spoke in unison. "No matter what you throw at me, I can counter it, even with only a fraction of your aliens. No matter what strategies you try, I will outsmart them. No matter what you do, you can't beat me. That is what makes me superior. That is..." They trailed off as they heard something in the distance. "...Is that German?"

Echo Echo transformed into Clockwork to try and stop time, but was immediately hit by a massive blast of sand that punched a hole through his mechanical body. Damaged beyond functioning, Clockwork reverted into Xargon's true Galvan form, with the shock of the attack knocking him off-balance. Blitzwolfer took the opportunity to pounce on Xargon and rip the Superius Omnitrix off his back, taking a chunk of his robes off with it. He crushed the device between his teeth and spat it onto the ground, stomping it into pieces for good measure.

"You're right, they probably couldn't have beaten you playing by your rules." Attai said, walking up to Xargon and Blitzwolfer, CataloGun in hand and a small trail of blood running from his mouth. "Good thing I play dirty."

"No..." Xargon muttered, wide-eyed. "No, this isn't supposed to happen! I'm supposed to be perfect! Why didn't I see that coming?!"

"It was bound to happen sooner or later." Attai tsked. "Just because you say you're innately better than someone doesn't mean you actually are, du blodhammel."

"You've been acting like you're better than me ever since you got here." Blitzwolfer grumbled at Attai.

"It's not that I'm better than you, you're just worse than me." Attai replied.

"That's the same thing!"

"I don't mean innately, I mean as a person."

"That's not better!"

Ben and Attai watched as Xargon was loaded onto a Plumber ship by several officers. The ship's commanding officer gave Ben a quick salute before boarding, with the ship taking off shortly after. Albedo emerged from his hiding place behind a nearby wall and walked over to Ben.

"Don't think this changes anything." Albedo warned. "I still don't think you're the right person to wield the Omnitrix."

"The feeling's mutual." Ben replied. "Want to split the difference and call it even?"

"Oh, please." Albedo snorted. "I'm going to prove I'm the right one to use it. You can just sit back and watch."

With that, Albedo transformed into XLR8 and ran off.

"So..." Attai started. "Is that good or not?"

"Heck if I know." Ben shrugged. "I can never tell what that guy's thinking."


"I guess I should say thanks." Ben turned to look at Attai.

"For what?"

"For getting me back in the field." Ben sighed. "I don't think I would've done it on my own."

"Eh, I'm sure you would have eventually." Attai sniffed. "All you Bens can never leave well enough alone."

"Sure, but-" Ben paused. "Wait, 'Bens' as in plural?"

"Oh yeah, I guess I didn't tell you." Attai replied. "I'm a Timewalker. I've met a bunch of different versions of you."

"Really?" Ben's eyes widened. "What are they like?"

"They're just like you." Attai said. "Massive pains-"


"-But generally good people, I guess." Attai coughed.

"Oh." Ben said. "Well...thanks."

"Don't mention it."

"I mean-"

"Seriously." Attai emphasized. "Don't."

"Man, you're just a paragon of positivity, huh?" Ben snarked.

"I try not to be."

"Whatever you say, man." Ben laughed. "I'm gonna go get my car fixed. See ya around."

Ben walked away, leaving Attai standing alone. He stared after Ben for a moment before sighing and turning away, only to find Millennia standing in front of him.

"Hey again!" Millennia chirped. "How'd the new module work out for ya? It's an experimental model, but it passed initial testing fine."

"It definitely worked, I can tell you that much." Attai grumbled.

"Great!" Millennia said. "Switching gears to what we were talking about earlier, you find something more to yourself yet?"

"Kind of a weird way to put it, but yeah, more or less." Attai replied.

"Good to hear!" Millennia grinned. "So, the DecaSystem-"

"I'm still going to be using it." Attai cut her off. "I'm not just my job, but the job still needs doing."

"Oh." Millennia's face fell. "Just...try to be careful with it, okay?"

"Why do you even care about what happens to me?" Attai raised an eyebrow. "I've been pretty straightforward about not liking you."

Millennia went silent for a moment, then reached through a small time portal and pulled out a photograph. Attai stepped back and readied the CataloGun, eying the picture warily.

"It's not a DekigotoCam photo, you dork." Millennia laughed. "I just want to show you something."

Attai raised an eyebrow and cautiously lowered the gun, stepping next to Millennia and looking at the photo. It showed Millennia wearing strangely normal clothing alongside a small family.

"What is this?" Attai looked confused.

"It's an old memento." Millennia explained. "A while back I actually decided to try settling down instead of just roaming the multiverse forever."

"Wait, so these people are-"

"My family, yep." Millennia nodded. "'Course, I'm the only Chronian left, so they were all humans. The two species are a lot alike, all things considered."

Millennia sighed and put the photo back into the portal, closing it afterward.

"That being said, one big difference is our lifespans." Millennia said. "After a while, they all passed away, and I was back to square one. Still alone."

"What does this have to do with me?" Attai asked.

"Well, human Timewalkers like you and Paradox are the closest thing to other Chronians there are." Millennia scratched the back of her neck. "This probably sounds stupid considering I have the entire multiverse to talk to, but to be frank, I'm kinda lonely."

"Oh." Attai said. "...I don't know how to respond to that."

"I wouldn't expect you to." Millennia chuckled. "I just figured I owed you an explanation. See ya around!"

With that, Millennia teleported away. Attai took a deep breath and mounted the DecaCycle, driving into the distance and disappearing in a green flash of light. Neither of them had noticed Ubermensch and Terox watching them from atop a nearby building.

"So, that's how it is." Ubermensch said. "No particularly strong self-preservation instinct."

"Thick-headed and a total buzzkill." Terox chuckled. "Yep, he's another version of you, alright."

"I don't need commentary from you." Ubermensch snapped. "Why did you even follow me down here?"

"Got bored."

"Of course you did." Ubermensch grumbled. "Regardless, I've seen enough. He's not going to last very long if the effects are already becoming visible."

"Convenient for you, right?" Terox tsked. "Why not just have me kill him right now?"

"Because you'd leave him alive just to spite me."

"Hey, you're getting better at this." Terox laughed. "I feel like we really have a connection going."

"I'm sure you do." Ubermensch stated flatly. "Let's return to the ship."

With that, Ubermensch pressed a few buttons on his suit's left arm and teleported away. Terox cackled to himself for a bit before following after him, leaving the area empty.

Major Events

  • Attai's body is revealed to be incomplete, resulting in each transformation shortening his lifespan.
  • Earth 50-A is scanned.
  • Attai obtains the OS Module.
  • Attai scans Sandbox.





  • Albedo (Earth 50-A)
  • Xargon
  • Ubermensch
  • Terox

Forms Used

By Attai

  • Heatblast
    • HeatblastCycle
  • Ridejacker
  • Bomb 2 Hell

By Ben

  • Overflow
  • Big Chill
  • Echo Echo
  • XLR8
  • AmpFibian
  • Sandbox
  • Blitzwolfer

By Albedo

  • Cannonbolt
  • Armodrillo
  • Water Hazard
  • Goop
  • Frankenstrike
  • Jetray
  • Ripjaws (Unintentional Transformation)

By Xargon

  • Unnamed Superius Human
  • Superius Heatblast
  • Superius Clockwork
  • Superius Diamondhead
  • Superius Echo Echo
  • Superius Upgrade
  • Superius Lodestar



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Canon: That HoE Over There
.5: PD 5.5: POTO
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