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Ultimate Solution is the eighteenth episode of the first season of Back in Action: Alien Universe.


Part I

[We open on Galvan Mark II, home of the Galvans. We center our attention on the top floor of Azmuth's headquarters, where he is at hard at work on reparations to his old exosuit that was destroyed by a naive Cannonbolt years ago. He rips out a piece of memory stored into the head of the exosuit.]

Azmuth: Ahh, memories, the kind you actually want to hold on to. I'll watch it once then have it converted into a digital format. He jumps off of the exosuit, which lay on its back on the floor, and up onto his computer's keyboard. He places the rectangular piece of memory onto a large circular pad. With the press of a button on the keyboard, the pad lowers into the computer and the monitor shows signs of the memory being scanned through a loading bar on the screen. When the bar is completely filled, the video begins, showing Cannonbolt busting into Azmuth's lab and him turning around to see Cannonbolt. He fast-forwards these next events, too embarrassed and ashamed of those actions, but as he is doing so, he sees a faint orange flash for less than a millisecond on his screen. He rewinds to a few seconds before he'd seen the glow and watches the scene over. He sees the flash once more, just as briefly as before though. What is that? He rewinds once more and plays the video as slowly as possible--1/512th the speed. It takes him a minute to catch up the flash, but when he does, he gets a clear image of a being standing in the background. He speeds the video up to see how the flash disappears, and witnesses it pulling out a watch and teleporting. It must be Paradox, checking up on me before truly introducing himself. Rewinds the video and pauses precisely when the time traveler is facing the camera in the exosuit. No...this being looks nothing like him, but he wields Paradox's own utility. I must confirm my suspicions. He presses a button on his computer and speaks into an intercom. Computer, hail any one of my assistants, but do only call one--and make sure whomever it is is actually available this time.
Computer (female voice, similar to Zennith's): Contact in progress.

[Our attention is now brought to a night in Bellwood, where Ben as Clockwork has engaged in war with Chronosapien/Vulpimancer hybrids. Their bodies are shaped like that of a Vulpimancers', their skin is blue, they have the glowing green stomach of a Vulpimancer on their blue skin, and a clockwork key is mounted on their back. They do not possess the ability to reverse time at will, but their bites age things the longer they're chomping down. Clockwork blasts the hybrids as rapidly as possible, but he is aided by the time traveler in a lab coat, Professor Paradox. He stands still for no more than a second in plain sight, then teleports behind a random hybrid for the true distraction, allowing Clockwork to send the hybrids to the Chronospect dimension with his rays. Abruptly, Paradox stops helping Clockwork to look at his Chrononavigator.]

Professor Paradox: 3, 2, 1.
Clockwork: Why are you counting down?!

One of the hybrids jumps onto Clockwork, but he rather easily smacks the body off of him and knocks it into Chronospect.

Professor Paradox: I must be on my way now.
Clockwork: Paradox, no!
Professor Paradox: Toodles!

Professor Paradox disappears as three of the hybrids surround Clockwork and start growling.

Clockwork: Oh, man!

[We return to Azmuth's lab where the assistant Azmuth had called for has finally arrived. Azmuth hops off of his computer to give the assistant his task, but right before he is able to reach him, there is a blue flash behind Azmuth. He flips around to find the man in the lab coat, Professor Paradox.]

Azmuth: Oh, it's just you, Timewalker; you startled me. I was just about to call for you. Professor Paradox: I know; I'm a time traveler who's seen it all, remember? Now, err, just remind me why you were going to call me, if you don't mind.
Azmuth (pointing to the paused video on his computer): *That* is why I called. I spotted a time traveler observing me in the past with your Chrononavigator in hand. It didn't seem to resemble you, so I thought I might call to confirm.
Professor Paradox: Ahh, yes, it was right of you to do so.
Azmuth: Of course it was.
Professor Paradox: Don't become arrogant now; I've had enough of that for one day.
Azmuth: Alright, but the creature in the background of this image--who is he? I mean, I realize it is obviously something in an exosuit as that anatomy isn't something that I've seen occur in all my years of work.
Professor Paradox: You are current about his anatomy. As a matter of fact, if you wish to meet this time traveler, he or she is about to present his or herself to the present Ben Tennyson. Would you like to join me?
Azmuth: One moment. He turns around to face his assistant. Mirra, apologies, but your services are no longer required up here. You can return to your station downstairs.
Mirra: Of course, wise one. Walks out the door behind her.
Azmuth: Alright, Timewalker, I am ready.
Professor Paradox: Good. You almost didn't make your decision on time. I must learn to keep these things in better order. He opens his pocket watch once more and the two teleport. As they are teleporting, he utters the words: Well, off we go!

[We return to the site of Bellwood, which is being attacked by Vulpimancer/Chronosapien hybrids and saved solely by Ben as Clockwork. There are four remaining hybrids, all standing in front of Clockwork. Suddenly, a large white portal opens up before Clockwork, and every hybrid is sucked in.]

Clockwork: Yeah, you better run!

In the alleyway to the side of the portal, Paradox appears with Azmuth on his shoulder.

Professor Paradox (whispering to Azmuth, index finger over his mouth signalling Azmuth to keep quiet): Keep absolutely silent.

Stepping out of the bright white portal in front of Clockwork is the same slender black robot that had appeared in Azmuth's video. Recalling Paradox's warning, Azmuth becomes wide-eyed at the sight of him.

Robotic Being: Hello, Ben Tennyson. I am Altrazon, future offspring of Azmuth and Zennith.

Azmuth becomes absolutely awestruck.


Part II

[We open in the middle of Bellwood with the robotic Altrazon standing before Clockwork, unknowingly being watched by Azmuth who is perched atop the shoulder of Professor Paradox in a nearby dark alley.]

Clockwork: What?!
Altrazon: Oh, don't act like you didn't hear me, Tennyson. You're stupid, but you've got quite the memory.
Clockwork: No, that doesn't make any sense; you can't be Azmuth and Zennith's "offspring". Zennith left Azmuth over a thousand years ago, and he hasn't seen her since. I know he wouldn't give another chance, let alone forgive her, if he ever saw her again.
Altrazon: Feeble homosapien. Azmuth is a Galvan; he will forgive her if she asks of the forgiveness from him. You just wouldn't understand because you're not the forgiving type, Tennyson.
Clockwork: Hey, I'm forgiving. Anyway, so far, you don't look like the forgiving type. After all, you just tore through those time dogs that were just here.
Altrazon: "Time dogs"? Are you referring to my pets, those Vulpimancer/Chronosapien hybrids? The cross of those two species' genes was quite difficult seeing as they were highly incompatible, but after finding a few workarounds, I was finally able to come up with this. This would allow me to distract you so I could finally join you here in the past. Too bad the time machine I built only had the power for one travel, so I decided to come here, where I can attain the ultimate time traveling device.
Clockwork: Well, you're not going to get me. Plus, why do you want to travel anyway?
Altrazon: To prevent my future from happening.
Clockwork: What? Dude, are you mental? Why would you choose to do that?
Altrazon: Because my future has been torn apart.
Clockwork: There's no way you could show me anything worse than one of the futures I've seen, where some Mechamorph tore through all of Earth.
Altrazon: Just going by that, I most definitely can, Tennyson. The being who tore through my future decided to tear through all of the universe. His wrath was something like I'd never seen before.
Clockwork: So what? You can fix it all easily if you've got that time travel thing. Why didn't you decide to just make something to beat the bad guy with instead?
Altrazon: Because "the bad guy" has the ultimate power, Tennyson. Nothing I have could destroy him. He is able to sense when a weapon against him has been created. So I created a device that was completely under the radar, a time machine made almost primarily out of scrap metal that required the little bit of energy I had for myself. If it weren't for the fact that my exosuit was powered by the panels within it which convert air to a stable power source, I wouldn't be able to stand before you properly. Now, (removes something from his backpocket and tosses it onto the Omnitrix) where is the one called Professor Paradox?

Clockwork looks down and observes the black splatter of goo that begins to spread over the Omnitrix and later goes as far as to create vein-like extensions out of the edges of the Omnitrix atop Clockwork's skin.

Clockwork: What did you just throw on me?!
Altrazon: You like it? It's entirely organic, yet genetically programmed to do as I command. I'd even go as far as to call him--err, it--my closest friend, what with our bond.
Clockwork: Well, would you get your best friend off of me?! I like to get to know people before getting this close!
Altrazon: And I would've liked to get to know my father before you destroyed him.
Clockwork: What? What are you talking about? Your dad is Azmuth!
Altrazon: I know that.
Clockwork: He's alive, on Galvan Prime right now.
Altrazon: Yes, right now he's alive, but he won't be a matter of decades. You're going to end up being the one to end his life. Clockwork: Well, I'm sure it was by acci--
Altrazon: No, you're going to do it on purpose, as the start to what you call a "glorious beginning", the same words villains of yourself would utter before their believed golden age--except in your case, you actually dominated over your opposers.
Clockwork: Wait a second..."dominated over my opposers"? You aren't saying that I'm the one behind your future?
Altrazon: Negative; you are most definitely the one behind the turmoil that has ravished my future.
Clockwork: That's not possible! You're lying! I'm a hero! I've saved for the worlds
billions of times to prove it.
Altrazon: It only takes one bit of persuasion to be lured to the side of evil, Tennyson.
Clockwork: I don't believe you.
Altrazon: Oh yeah? Behold then, Tennyson.

The vains of the black slime creature planted on Clockwork's Omnitrix extend up past his neck and stick to the top of his head. Soon enough, the slime has access to Clockwork's memories. His eyes become entirely black and he begins to see only what the creature commands it. While at first Clockwork attempts to rip the creature off, Clockwork becomes entirely numb as he watches the events of the future unfold with Altrazon narrating every last detail.

[Through Clockwork's eyes, we are able to see the slime's images. In a peaceful future, we observe Ben in the form of Anos finding Azmuth in his lab. Despite being an unwanted visitor, Anos barges in and then immediately destroys Azmuth. He brings together some of Azmuth's work-in-progress projects and tethers their powers to the Omnitrix. He reverts to human to find a full body suit covering him due to the amount of technology that had enhanced him. His suit is entirely black, but also shiny as if the suit had been made of oil. There are three visible Omnitrix symbols: One on each of his wrists, and one large one planted on his face that serves as a visor for Ben. The only functional Omnitrixes are those on his wrists.]

Clockwork: No...
Altrazon: This was the beginning. Nobody knew what happened to you, but we all assumed you were lured by or controlled by something at the time. Through all our work, we arrived at a single answer: You had finally turned to the side of evil, and of your own accord as well. By the time we found Azmuth was missing and arrived at this answer, you had gone missing. It was two weeks after you had terrorized the one who practically made you what you were before you entered that room.

[We're brought to a new scene, where Ben is spotted in a form much like an Anodite's, but in place of all shades of pink are comparable shades of green, with a lime green being the highlight of his body. His eyes are completely green, with no visible sclera or even pupils. His two functional Omnitrixes are visible on his wrists, each with the same wristwatch-like appearance that the prototype Omnitrix had taken on two years prior.]

Altrazon: One could say you snapped entirely, and when we found out what could have caused the merge of your Anodite side and your main self, we were devastated. Somehow, the constant contact with Anodites alongside your Anodite heritage and the overactive use of your Anodite transformation had led your Anodite half to take over. What I'm aware you know of Anodites is that you're a descendent of one, as well as a close relative to several others. What I'm not sure you're aware of is that the species is made up entirely of free spirits. They don't care what they do and for the most part, they're all spoiled; they're brats to the end in most cases. You were no different, personality wise, at least. Regardless, there was a distinction in the fact that you were the one free spirit who possessed the Omnitrix. From what we've gathered, the existence of two Omnitrixes in your possession at one time is the result of the thievery of all of Azmuth's inventions, including what we believed to be a work-in-progress successor to the Assault Omnitrix, the Omnitrix you will wield for at least twenty more years.
Clockwork: Aww, you mean I'm not getting anything new for twenty years. What a downer.
Altrazon: No, no, no, Tennyson. Your fate with the Omnitrix is going to be even worse. I will destroy you, then I shall reverse time and have one of your most felicitous moments transformed into your ultimate blunder.
Clockwork: Can you at least tell the rest of the story before you *try* to fight me?
Altrazon: It'll be more than trying, Tennyson, but fine.

[The glowing green Anodite form of Ben appears before Clockwork's eyes and our own field of view. He stands just at the edge of the universe and makes his powers limitless. He transforms into Alien X, whose appearance is exactly the same as it would be if Ben wasn't in his Anodite form. With his natural abilities, Ben destroys the personalities of Bellicus and Serena from within Alien X, and on his own, unleashes his own breed of chaos upon the universe.]

Altrazon: What you don't realize is, you didn't want to destroy the universe, nor did you want to enslave it. You just wanted to watch it burn before your eyes. It was like some form of sport. You drew the line eventually, when Anodites started to get hurt. You patched up Anodyne, which is the only safe planet in the galaxy now, but it's entirely inaccessible since you're constantly watching it among other locations.

[The scenes in Clockwork's head cease to be and Clockwork's vision is restored, but with the slime leech still in control of Clockwork's head.]

Altrazon: Now here is where I draw my line. I have all the time in the world to destroy you, but I'd like it to be merciful--ergo swift--seeing as you technically haven't done anything wrong...yet.
Clockwork: How do you expect to beat me in that? My suit's got more brawn than that. Altrazon: I'm not taking you on alone. My leech is. Feed my pet...feed.

The slime leech proceeds to take over Clockwork's mind. His eyes return to their black color, but the gold armor covering him also begins to take on the leech's natural black color and shine, even in the darkness of this night. Despite much shaking and struggling from Clockwork under the slime leech, Altrazon maintains control over the leech.


Part III

[We open with our sights on Clockwork being constrained by Altrazon's slime leech. Clockwork finally stops struggling to get out and becomes absolutely lifeless.]

Altrazon: Oh, come now, Tennyson, what are you planning? Clockwork's chest begins to glow green through the slime leech. Sarcastically. Oh my, I hadn't accounted for this...

Clockwork transforms into Upgrade, who blasts the slime leech off of him entirely. The slime leech retreats into a small patch of black goo on the ground.

Upgrade: Upgrade!
Altrazon: A Galvanic Mechamorph?
Upgrade: Yeah, you know, so I can absorb that suit of yours?
Altrazon: Do you even think you're going to get near me, Tennyson? I'm a member of the most intelligent species in the galaxy, and the product of the smartest being in over 25 galaxies. Meanwhile, you, a Galvanic Mechamorph, are merely a byproduct of my father's somewhat failed experiment.
Upgrade: Are you done talking yet?
Altrazon: How rude, Tennyson. I shouldn't even give you a chance to get near me now. He gains control over his slime leech again which he utilizes to grab onto Upgrade's Omnitrix. The leech is programmed to induce great pain to Upgrade's chest. How does that feel, Tennyson?
Upgrade (scratching his stoamch): Oh, man, that smarts! He smacks his Omnitrix symbol in an attempt to reduce the pain. He shrinks in size and the technorganic form he is in becomes more humanoid. He's shown to have reverted to human, with his Omnitrix slowly returning to its place on his wrist with the slime leech still holding tightly onto it and covering the hourglass.
Ben: Well, that hurt. Looks down at his Omnitrix. Oh, man, what did you do to this thing?!
Altrazon: I've effectively stalled you. Now, where is Professor Paradox?
Ben: How am I supposed to know?
Altrazon: From what I've gathered, Professor Paradox appears at every one of your major battles in history, or when you need even remote help in any time travel related situation. I've deduced this even from a notable past run-in with a being called Eon. But that's entirely irrelevant. Now, where is Paradox?
Ben: I don't know; I swear!
Altrazon: Then I'll force him to appear. What do you normally do to cause his appearance?
Ben: I...I don't know.
Altrazon: Of course you don't. I'll assume it's something stupid then, or when you're in some form of true danger.

Altrazon rushes after Ben and preps to punch him in the face, but he protects himself from the punch by covering his face with his arms. Altrazon manages to punch his own slime leech, leading to it simply slipping off of the Omnitrix. While Altrazon rushes to his leech's side by picking it up in his hand and nurturing it by rubbing it, Ben pops the Omnitrix tower up and dials up Heatblast. He smacks down on the flaming alien.

[We watch as Ben's body is encompassed by his transformation. The edges of his fingers take on the appearance of golden plugs, and the skin on his arms and back become completely black. He grows a long tail alongside much longer ears that somewhat resemble hair which both end in plugs like his fingers. From his groin up to his chest, his stomach becomes visible as a green patch on his entirely pitch black skin. The Omnitrix slips up to his chest and takes on its badge form. Topping off the transformation, Ben's pants melt into his thin pitch black legs, and golden bolts appear on his shoulder and along his lower arms.]

Transformation: Feedback!
Altrazon: A Conductoid? You must be kidding me, Tennyson. You would've been even a little better off going for a Gourmand. At least then you wouldn't have to depend purely on the energy which, from this point on, I'm not giving to you.
Feedback: Oh, c'mon, man. Don't you want to see me at my full potential?
Altrazon: No, I want to destroy you whether or not I'm able to leave saying I destroyed you at your full potential, for that is not what I care for. I want my future to be rid of completely, to be repaired for a counterpart of myself.
Feedback: So does that mean you're not giving me *any* energy?
Altrazon: Precisely.
Feedback: Alright! He turns around and rushes to a light pole. Altrazon carefully lays his slime leech down on the ground and attempts to rush after Feedback, but he is not swift enough. Feedback rushes up the pole and absorbs the energy from it. From atop the pole, he creates a massive ball of blue energy that he immediately fires into Altrazon's body. Feedback drops off of the light pole onto Altrazon's petrified body, creating a tremendous cloud of dust. He clears it out by blasting energy into the air around him. When the dust is entirely swept out of the air, Feedback leaps off of Altrazon's body and lifts it over his head. He speaks while the suit beeps. I am the champion, Bellwood. And this guy thought he was even a threat. I bet this dude hasn't even been in a battle bef--What's that noise? He pays heavy attention the rapid beeping emanating from the suit. He searches for the origin of the noise and is finally led to staring directly above him. Oh man, oh man, oh man!

[The scene changes to a bird's eye view of Feedback grinding from the center of Bellwood to the shore with Altrazon's body in hand. When he arrives at the shore, he rushes out onto the sand and listens to the beeping for a moment. As he is finally ready to toss the suit, the suit releases a pulse into Feedback's body.]

Feedback: Did you really think that was going to stop me? All you did was give me more energy to spare.

Feedback comes to the point where he tosses the suit into the air. Just inches away from it, though, the beeping stops completely, and the explosion commences, detonating a large section of the sand with Feedback at the center of it all.


Part IV

[We open with the explosion's dust clearing itself out. Feedback is standing upright with his arms covering his face. As he removes them, his red Omnitrix hourglass becomes visible, not due to timing out but its having detected the radiation from the explosion. He raises his right hand with his index finger jutting out upwards.]

Feedback (his body now swaying): And that's how you transform a doop into, uh--

Feedback faints, falling over on his back into the sand with his Omnitrix now beeping in preparation of timing out. After a moment, he times out. Rising out of the ocean is a very short creature in a suit. With the press of a button on its chest, its helmet blasts off into the skies of its head and its Galvan body is made visible. The Galvan Altrazon walks over to Ben's Omnitrix, which lay flat on its side on the sand attached to Ben's wrist. With the press of a button on his left wrist, cords slither out of Altrazon's back with small circular glowing plug heads on them. Each tentacle sticks onto the edge of the Omnitrix tower's rim, forcing previously invisible circular ports on the rim to be exposed. He initiates software in his suit that causes the cords to download information from and simultaneously hack the Omnitrix.

Altrazon: My father was a very smart man; all of the safeguards built into this device are just absolutely fascinating. To finally get a chance to see his work--
Azmuth's Voice: Now that you've seen some of my work, I suggest you return to your time.

Altrazon gasps under his breath and turns his head to find over the horizon, at the highest point on the shore, Professor Paradox with Azmuth on his shoulder.

Altrazon: Father! It's a pleasure to meet you; I am your future son, Alt--
Azmuth: Altrazon. I am well aware. Your suit is most definitely flawed as evidence by your not having picked up on us listening in on your introduction to the Tennyson boy. And the Timewalker just so happened to be with me at the time.
Altrazon: Well, I'm sorry, with how little power available in my time, I wasn't big on tracking features. I normally keep my eyes wide open, as my time is a fairly dangerous. I thought when I got here that I could relax a bit, but it it appears I was wrong.
Azmuth: Quite.
Altrazon: Now, since you know why I'm here, please leave the vicinity. I have work to continue.
Azmuth: "Work"?! You mean the hacking into of my creation, the Assault Omnitrix, in the pursuit of its destruction with the boy attached to it?
Altrazon: Come, my father, if you truly were snooping earlier, then you know my intentions are pure.
Azmuth: Oh, listen to yourself. If you were a true Galvan, especially my direct descendant, then you would know how many villains have started their careers with that line or something similar. Turn back to your time immediately, Altrazon.
Altrazon: Err, I prefer "Azon", father. It's the alias I wished you could have referred to me as in our bonding, had I ever gotten the chance to meet you. I will not return to my time, by the way; I have done too much so far, and it's all been for the good of all people. The true enemy stands right here before you. You can end this, end him.
Azmuth: We can simply remove the Anodite transformation from his Omnitrix, Azon.
Altrazon: That's not the issue, father; the problem lies with his Anodite half.
Azmuth: Then we remove that.
Altrazon: You know that's dangerous and that it will only result in the boy's entire personality being turned upside-down.
Azmuth: A change in his personality is probably for the better. I'm sure his arrogance is derived from his Anodite lineage anyhow.
Altrazon: Oh, how very naïve of you father. I can see you don't want to aid in this, this tyrant that I alone am on the verge of conquering. I'm preventing the problem completely. No other timeline should need suffer the damages caused by this being. He points his hand in the direction of Azmuth and fires a half-opaque blue beam. Just inches away from Azmuth, who does absolutely nothing to protect himself from the supposed attack, the beam stops and becomes a wall. Growing from that wall is a tangible dome around the area where Altrazon is working, as well as a portion of the ocean. Stay out there if you know what is good for you, father; judging by all of my research, you know what is good for you. Azmuth begins banging on the dome with his right hand, supposedly screaming with no sound breaching the dome. I deeply apologize, father. Do not punish this future's version of myself for my misdeeds. This will be a brilliant story to tell me later, though.

On the outside of the dome, Azmuth stops banging on the dome and simply stands still with his arms behind his back.

Azmuth: What do you suppose we do?
Professor Paradox: I am not supposed to interfere...yet.
Azmuth: There's a domineering force you have yet to truly explain to me. I assume these are your superiors, the ones you call the Timekeepers?
Professor Paradox: In most cases, yes, but in this case, it is of my own will that I do not get involved at this very moment.
Azmuth: You're a very difficult man, Professor.
Professor Paradox: I am just doing my job, Azmuth. Trust me, I comprehend fully the situation and my decision to be uninvolved. He pulls out a white bag, removes a red gumball from it, and begins chewing it. I'd offer you one, (puts the bag away in one of his lab coat pockets) but you don't seem to be much of a candy man.
Azmuth: Fair. He begins searching what's left of the shore not being protected by the dome. He finally picks up a random object out of the sand and makes it clearly visible in the little light provided to him by the moonlight. The object was no more than a rock, but he was pleased with having found it. He steps back in front of the dome where he had been standing before. Wish me luck, Paradox.

Professor Paradox nods in response to Azmuth, who removes his teleporter remote from his back pocket and points it directly into the dome. He presses the teleport button and is shot straight into the dome just a foot away from Ben's flat, motionless body and the clueless Altrazon. Azmuth tosses the rock with as much brute force as possible. It smacks Ben in the head, but the shot is successful in waking Ben up. He shakes himself as he gets up to his feet. He rubs his head with his left hand at which point he realizes Altrazon hanging by his cords onto the Assault Omnitrix.

Ben: Whoa. He shakes his body violently in an attempt to toss Altrazon off of him, but all his efforts are ineffective. Rather than simply ripping Altrazon off with his bare hands, he pops the Omnitrix tower up, with Altrazon's cords still gripping tightly onto the silver rim, and smacks down on it. He transforms into AmpFibian, with Altrazon still dangling from the Omnitrix in badge form. AmpFibian tears Altrazon off, with the cords ripping off of his back and continuing to stick to AmpFibian. He holds Altrazon up to his face in his right tentacle.
AmpFibian: Oh, aren't you a cute little guy? Altrazon bites down sharply onto AmpFibian's tentacle. Ow! Alright, you asked for it, buddy!

AmpFibian wraps his tentacle around Altrazon's diminutive body. With his empty hand, he blasts the dome until it ceases to be. He then launches Altrazon into the ocean, but due to his strength, the distance gained isn't too great.

Azmuth: Ben, Altrazon is quite obviously not defeated.
AmpFibian: Huh? AmpFibian turns around to find Azmuth standing alone--Professor Paradox having suspiciously disappeared--behind him on the sand. Oh, hey, Azmuth. When'd you get here?
Azmuth: Will you stop trying to make conversation and go after that Galvan? I would normally recommend a better transformation for you, but I'm sure you have a capable transformation for your forthcoming underwater expedition.
AmpFibian: Uhh, yeah, but I think I'll take AmpFibian for this.
Azmuth: It is your choice, so long as you're capable of stopping him; you can transform into a Piscciss Premann to battle him for all I care.
AmpFibian: Got it. He dashes over to just above the ocean and slowly begins his descent underwater. When submersed, he continues to rapidly dash to find Altrazon, at which point he realizes something. He stops and floats in the middle of the ocean. To himself. How am I supposed to find him like this? Just search the sea at random?
Altrazon's Voice: Let me help you out there, chum. Altrazon floats up into view in front of AmpFibian with bubbles escaping from the gills on his face. Hello, Tennyson.
AmpFibian: Come here, Altrazon!

AmpFibian throws his hand out to grab Altrazon, but Altrazon uses his method of defense. A helmet appears out of the back of Altrazon's suit as he begins to electrocute the section of the ocean where AmpFibian and himself float. AmpFibian, being as vulnerable as he is to extreme voltages of electricity, shakes violently as he takes in the pain of being electrocuted, while Altrazon simply floats by with a devilish grin on his face as he realizes the Omnitrix's hourglass blacking out completely. After almost ten consecutive seconds of bursting electricity into the water, his suit stops giving off electricity. At this point, AmpFibian reverts to human.

Altrazon: The amount of power this suit possesses is trivial now. I will just take some from the Omnitrix; it appears to be able to facile enough to fully charge its battery in such a small time frame anyhow. He swims over to Ben's now motionless, unconscious body. Altrazon pops open a panel on the wrist of his suit. He pulls wires out and sticks them to the Omnitrix, effectively starting a process of siphoning power from the Omnitrix. At random, the hourglass becomes green again, and Ben is brought to life. He gasps for air and quickly smacks down on the Omnitrix, with Altrazon yet again attached the tower. Upon transformation into Four Arms, Altrazon is ripped from the Omnitrix. Altrazon attempts to swim away, but Four Arms manages to grab him in all four of his arms. Choking slightly. Let go of me, Tetramand scum!
Four Arms (bubbles exiting his mouth, words slurred a bit): If I'm gonna drown down here, I'm taking you with me, especially since I know your plan.
Altrazon: RELEASE ME!
Four Arms: Make me!
Altrazon: And here I was hoping I wouldn't have to use the reserve power on this thing. Altrazon pulses the water yet again, with even more energy than in his previous burst.

[Minutes later, on the shore, Azmuth is seen standing at the shore where the water just barely touches as it sways back and forth from a starting point to the shore. He stares out into the waters, observing the large bright blue glow that is visibly becoming higher and higher in altitude underwater. Finally, it soars out of the water at super speeds through the air and lands right next to him. Azmuth finds the flying object to have been Ben. Every few seconds, sparks of electricity visibly surge through his body. While Azmuth is not looking, another object appears at Ben's side. Azmuth gasps at the side of it and finds it unbelievable for it to be present at all. Azmuth rushes over to Ben's left wrist, realizing that the Assault Omnitrix is no longer present. Azmuth turns to his right and observes the object that had just flown appeared on the shore: a detached Assault Omnitrix that has been mangled beyond repair. Walking slowly up out of the waters onto the shore is Altrazon in his suit. All of his body glows bright, indicating that his suit is brimming with power.]

Altrazon (facing Azmuth): Azmuth. Father. You have seen what I've done for my cause. I have disabled the Assault Omnimatrix completely. I have decided upon leaving him sorrowfully wounded, but alive. As soon as I have dealt with Professor Paradox--the Timewalker as you address him--Ben Tennyson will no longer possess the Omnitrix. It will be in the right hands, the originally intended hands. Looks up to the sky. Screaming. Where are you, Timewalker?

A bright blue flash appears immediately before Altrazon. The man in the lab coat, the Timewalker, Professor Paradox becomes visible. He has an extremely serious face on and no doubt a serious tone in his inevitable diction.

Professor Paradox: Azon.
Altrazon: Timewalker.
Professor Paradox: I was hoping the events would turn in the favor of Benjamin, but as I feared, he was incapable.
Altrazon: He's a very strong boy, but after all, that is why I'm here, to prevent that strength from ever seeing the light in such activity as this.
Professor Paradox: You do not have to do this, Azon. Benjamin is aware of his future; it can be prevented now.
Altrazon: Unlikely, Timewalker. His Anodite half will become dominant in the future no matter what, and you know it cannot be stopped. A glowing green sword stretches out of Altrazon's suit's hand. Are you ready?
Professor Paradox: From the start of this day, I was ready, Azon. I was just hoping I wouldn't have to get my coat dirty; white stains quite easily, you know?
Altrazon: A quip in the face of imminent defeat. You're a brave and very friendly man, Timewalker. If only you hadn't gotten involved in all of this chronal work.
Professor Paradox: Everybody has a purpose, Azon; and you are about to discover your own.

Altrazon's suit takes on a humanoid shape by pulling pieces of the destroyed suit's parts left on the shore together onto it. His sword becomes thicker and longer. Paradox's own luminescent blue sword appears, shooting out of a thin blue hilt in his hand. Altrazon makes the first move, lunging at Paradox. Paradox follows suit, with both now pointing their swords at each other.


Part V

[We open on the shore with Altrazon swinging his sword at Professor Paradox, causing him to jump back to dodge the attack. We observe Altrazon's robotic suit in full, which is a plain white-skinned humanoid body, with a muscular build that gives him quite a similar appearance to a Celestialsapien. His eyes resemble that of a Galvan's, even retaining the diminutive species' thick horizontal pupils and eye lids. Altrazon holds in his left hand a glowing green sword.]

Professor Paradox: You know, Azon, you don't have to do any of this. Ben is likely convinced he must protect himself from his Anodite side.
Altrazon: He can't protect him from himself, Timewalker. All the technology in the universe isn't capable of removing a species' Anodite half from the specimen without doing damage to its entire makeup--neither in this present, nor my time.
Professor Paradox: Surely the Galvans are capable of finding a solution.
Altrazon: With years of researching, we still haven't managed to; it's not as simple as removing the Anodite half and replacing the personality of a person. Their cells believe them to be an Anodite and Human. Their whole makeup is affected from birth by this factor. Now, stop stalling. You obviously know the outcome of this battle isn't in your favor.
Professor Paradox: You won't be getting the Chrononavigator from me, Azon. Its power is too much for you, no matter how intelligent you are. It can drive a man mad, you know.
Altrazon: I assure you, I have a far greater amount of knowledge than yourself, Timewalker. And even if my intelligence was comparable to that of the ones called Blukic and Driba, if a homosapien was capable of deciphering its usage in any span of time, then I can master it myself through trial and error. He lunges at Professor Paradox, swinging at him but only managing to touch swords. You can't win this, Paradox!
Professor Paradox: I assure you, I can! Anyone can, but its true might that wins the battle.
Altrazon: Wise words in your final moments as well? What a noble man, serving his acumen to the one about to destroy his life's work.
Professor Paradox: Oh, come now, to destroy my life's work is to destroy all of time. Your only intention is to ruin a single time.
Altrazon: That gives me a brilliant idea, Timewalker. Why don't I ruin the main timeline while I'm at it? I'll destroy everything for you.
Professor Paradox: You won't be doing that, Azon. The Chrononavigator is currently limited to one timestream; it will take a device I've carefully hidden to travel to other places in crosstime.
Altrazon: No matter, I will have the Chrononavigator, and I will ruin Super Ben's history.

Altrazon swings at Paradox's head, but he ducks in defense. While down on the ground, Paradox swings upwards at Altrazon's suit's right hand--the hand he had been swinging with, cutting the arm off while it tightly grips onto the sword. The arm goes flying, landing into a shallow part of the water.

Altrazon: Taking limbs now, Timewalker?
Professor Paradox: Due to the lack of worry of me severing an organic appendage, I intend to rip apart every piece of that robotic body of yours.
Altrazon: That's unscrupulous play, Timewalker.
Professor Paradox: So long as you aren't playing with your natural body, this is entirely scrupulous, Azon. Remove yourself from that suit and fight as a Galvan, and I'll cease dismembering your parts.
Altrazon: So be it. If we do not need to fight like civilized people, then I'll start a war right here on Earth. Wide vertical panels fly open on the left and right sides of the suit's torso. They reveal six large and loaded rockets ready to be fired, three in each panel. FIIIRE!
Professor Paradox: Oh, my, how unprecedented. It appears my calculations have been incorrect; you're not the same Azon that I had previously dealt with.

The rockets fly towards Professor Paradox. He decides upon, rather than simply defending himself from the rockets by deploying a chronal shield from his Chrononavigator, that he slices each and every rocket and half, defusing them and dropping the pieces onto the sandy ground. He cuts the first four with ease, but the fifth is only barely sliced before it hits him. While he is not looking, though, another rocket races past his right temple, shaving his hair. He flips around as he watches the rocket soar towards estates on the shore. Paradox fumbles to find a way to defend the homes. He runs towards them, but fails to make it in time. He slows time down to toss his sword at the rocket. When the sword and rocket touch, time resumes and the rocket detonates mid-air with the effects of the explosion just barely missing the home. Paradox turns back around slowly to Altrazon.

Professor Paradox: You do realize the innocent people in that home could have gotten injured. Or...wait, did they leave at some point? Let's assume they left, Altrazon. This way, the weight of the death of others isn't on your head.
Altrazon (panels proceeding to shut): I apologize for what I've done, but I need the Chrononavigator handed to me, Paradox. Please, it's for a good cause.
Professor Paradox: There is nothing good that comes out of the Chrononavigator falling into your hands, Azon.
Altrazon: Oh? And you know this even despite your miscalculations regarding crosstime?
Professor Paradox: I assure you, I know exactly what timestream this is, Azon; I had simply been thinking that I was dealing with an alternate of this one.
Altrazon: Excuses, excuses. Oh, but look, now neither of us has a weapon. What so ever are we going to do about it?
Professor Paradox: I'd argue you don't have a single piece of technology on you, but I'm only certain of that for the alternate.
Altrazon: Aha! You had been lying about your knowledge about me.
Professor Paradox: Err, no; I just studied the other timeline more.
Altrazon: Pick fun all you want, Timewalker; the device is mine. Hand it over. You know it belongs to me.
Professor Paradox: No.

Altrazon, infuriated, lunges in the air and smacks down on Professor Paradox's head, but he dodges simply by moving a few inches to his left with his arms behind his back. Altrazon smashes his robotic head down into the sand. Professor Paradox walks back over to Altrazon and picks his body out of the sand and turns him over on his back. Paradox stands over Altrazon's body with his Chrononavigator fist ready.

Altrazon: Your decision to continue to disguise that thing as your hand was a mistake, Timewalker.
Professor Paradox: I comprehend fully what I am doing, Azon. Maybe you should pay more attention to your current situation rather than others'. Paradox's Chrononavigator hand begins to glow light blue as he prepares to shoot Altrazon back to his own time, but abruptly, it ceases to glow. What...?
Altrazon: Sizzle, Timewalker. Professor Paradox proceeds to be electrocuted and paralyzed. Altrazon kicks Paradox's body off of him, still racing with energy. He pulls Paradox's Chrononavigator hand off of Paradox's body and sticks it onto his own in place of his missing right hand. Ahh, this fits perfectly. You can have my old hand. He elongates his right arm and straightens out his right hand, now featuring the Chrononavigator. The device proceeds to glow light blue just as it had been before it was disturbed. He proceeds to fail to create chronal portals for several moments, but after many continued attempts, the Chrononavigator finally produces one. With his back turned to Professor Paradox and his front facing the portal, he speaks to Paradox. And by the way, Timewalker, thank you for the gift. It's what I've always longed for. I hope you've enjoyed the time you've been spending with Super Ben and Ben 10, because you'll have to make all that up when you transition to aiding that Max Tennyson.

Altrazon steps into the portal. It shuts after he steps in. Azmuth continues to stand by idly over Ben's hurt body.

[We open with a rift being torn open into Azmuth's lab, the top floor of his headquarters on Galvan Mark II. Altrazon emerges from it and looks around. The room is empty. He approaches Azmuth's computer and quickly enters the passwords, knowing full well every security measure from his own history. He finds out about a project upon which Azmuth was actively working that he abruptly stopped creating progress reports on. Scrolling through more of the files, he finds that the project was quickly sent to Earth for unspecified reasons a short few months ago. Having found that bit of information and hearing footsteps outside the room becoming increasingly louder, he hastily procures another portal and steps into it. As it closes, the Galvan that had been walking the corridor outside -- Azmuth, taking a quick break -- returns, questions raised to himself as to why his computer was open to the progress reports.]

[We return to the present where Altrazon rushes through a portal and down onto his knees to speak to Azmuth. Pointing his finger, he speaks in an enraged tone to him.]

Altrazon: Father, why didn't you tell me that (he hears Ben waking up) your "project" was sent down to Earth?
Azmuth: What project? The Alph--
Altrazon: Yes, yes, that. Why wasn't I informed of this?
Azmuth: I did not deem it significant. Why does it matter, Altrazon?
Altrazon: That is the key to Ben Tennyson's success. While it was only one of the few devices lying idle in your lab when Tennyson became one with all of your creations, it was the one that forced a very protective suit to cover his body, one made of nanochips that were constantly reproducing to fix any damages as well as heal the wearer.
Azmuth: I was not aware of this; it wasn't a part of your introduction.
Altrazon: Of course it wasn't. I'm not just going to tell Tennyson exactly what he needs to take over all of existence. Who could know whether his Anodite half hasn't already begun to shine?
Azmuth: So you're saying you'll return to your time now, simply because the A--err, my project, is no longer going to be in his possession?
Altrazon: After all my work I refuse to return without fixing the future.
Azmuth: But...
Altrazon (sighing): But the good in me cannot reasonlessly change the course of history if a pivotal part of it has already been dealt a blow.
Azmuth: So you are returning?
Altrazon: I do not want to.
Azmuth: So you're going to change the past anyway?
Altrazon: No...Azmuth, I wish to keep a close eye on the Tennyson boy. As soon as I've insured that his Anodite half has been suppressed, I will return to my timeline. I ask of you this, father...may I stay with you as one of your assistants until the Anodite in him appears?
Azmuth: You have the Chrononavigator already; why do you not simply send yourself to the future and save us now?
Altrazon: Father, please. You know I am asking for more than to stop Tennyson...
Azmuth: What more can you possibly be asking for?
Altrazon: Father, you are truly amazing. Have you really lost your touch with your emotional side?
Azmuth: No. My emotions are what have told me to keep Zennith out of my life ergo you out of my future, Altrazon.
Altrazon: Ouch, father; do you sincerely mean that?
Azmuth: Hmm...not entirely...maybe the former half, but no so much the latter.
Altrazon: So...have we reached an agreement?
Azmuth: For now...I require you to dump that suit somewhere, though. I don't want it falling into the wrong hands, and I don't want to see you using it.
Altrazon: But, father, what if the Anodite is a powerful adversary? Is it not your intention to beat him? This suit can do that.
Azmuth: If I understood your meaning, the real reason you want to stay in the present is to finally have the chance to bond with your forebearer as a father.
Altrazon: Yes, but--
Azmuth (raising his voice): If that is the case, then you will obey my rules, as any Galvan child would.
Altrazon: Yes, father.
Azmuth: I also have one request, Azon.
Altrazon: Yes, father? Azmuth points with his middle and index fingers at the paralyzed Professor Paradox and the injured Ben respectively. Oh. Have I mentioned that I'm quite the doctor, as humans call them, in my time?
Azmuth: You haven't, but I also find this hard to believe based on your recent actions towards these two.
Altrazon: Hey, they're not dead, and the Timewalker isn't even hurt.
Azmuth: Let's just get these to a Galvan infirmary, please.
Altrazon: Yes, father.

Altrazon gathers Professor Paradox and Ben close together and uses the Chrononavigator to teleport himself, Azmuth, Professor Paradox, Ben, and the broken-beyond-repair Assault Omnitrix to an infirmary in Azmuth's headquarter building.

[We find ourselves on a street in a far-off city. None of the street lights are on, ergo the one person walking on the sidewalk is not sighted by anyone. What the person walking the streets doesn't realize is that someone is closely following him or her. A single street light turns on behind the person being followed, making the mummy-esque follower become completely visible. The person being followed turns around slowly, revealing herself.]

Mummy-Esque Follower: Are you Mercedes Barnes?

The girl simply hisses. Her eyes and hands glow green.

Mummy-Esque Follower: My name is Scarogus. I am a Thep Khufan working for a team who wishes to, err, grant world peace to the Earth, but we need your brand of unique aid.
Girl: How am I supposed to help? I'm a freak now...
Scarogus/Mummy-Esque Follower: That's all been panned out, Mercedes. We suspected your mutation and that you wouldn't be so open to revealing it to the public, so if you help us, you will go under the alias "Mistress". After your work has been complete, you can reveal yourself to the Earth as the one who helped save it from all of its evil.
Mercedes/Girl: Wow, that's amazing...except for the part where I know you're lying. Scarogus: What? What are you talking about, girl?
Mercedes: I'm not mutated at all. I've just gained some extra powers thanks to that alien watch thingy I got a couple weeks ago.
Scarogus: Well, whatever. You can still join us, and you can help make the Earth a peaceful place.
Mercedes: I'm sorry, but I still know you're lying. I can see the evil in you, Scarogus. It courses through you like water in an irrigation system. The Commander won't be pleased when he learns you've gone missing.
Scarogus: H-how do you know about the Commander?
Mercedes: That's not important...anymore.

From a distance, we watch as a massive, six-foot deep hole is made in the middle of the sidewalk, taking in a bit of a nearby home's lawn. Lights from all the houses in the neighborhood fly on. By the time that everybody rushes outside, Mercedes and Scarogus are gone, with the deep hole still remaining. Green particles lie on the ground in the hole.

[We pan ever so slightly to our left to find a Thep Khufan standing around the back of a house that had been watching the events unfold.]

Thep Khufan (into an earpiece): Commander, we've spotted Mercedes, but it appears she's taken a liking to whatever alien device she'd picked up on.
Thep Khufan Commander (intercom): It's a work of Azmuth's, a successor to the Assault Omnimatrix Ben Tennyson currently wields that is vital to our success.
Thep Khufan: Well, she's just abducted Scarogus and disappeared, as well as created a trench in the middle of a neighborhood near the town of Bellwood.
Thep Khufan Commander (intercom): What was that? You trailed off into static towards the end of that statement.
Thep Khufan: I said Mercedes has abducted Scarogus. She's outside the town of Bellwood and--

Something taps the Thep Khufan on his right shoulder. He turns his head slowly to his right to find Mercedes standing right before him. Sir...I'm going to need backu--A large green mass of energy flashes in that area, and instantaneously, he along with Mercedes disappear without drawing attention from the crowd observing Mercedes' first hole. When teleporting, Mercedes made sure to not bring the Thep Khufan's earpiece so as not to be tracked. The Commander continues to try to speak to his subject through it for a bit.

Thep Khufan Commander (intercom): Bandit? Bandit? I don't hear anymore static; speak up! Darn. Call reinforcements to Bandit's location; (speaking to other subjects in his throne room) I do believe the one called Mercedes has abducted him and Scarogus. Dismissed!

[In the background of the call, we hear the Commander's subject agree to the mission. Distinct voices include those of Sii and Albedo, among other generic Thep Khufan soldiers. The call to Bandit's earpiece ends.]




  • Altrazon (formerly)
  • Vulpimancer/Chronosapien Hybrids
  • Scarogus (Endgame only)
  • Bandit (Endgame only)
  • Thep Khufan Commander Tersce Tenebrosi ("heard"; Endgame only)

Aliens Used (by Ben)

  • Clockwork
  • Upgrade
  • Feedback (first re-appearance)
  • AmpFibian
  • Four Arms
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