The Ultimate Weapon Alt. Ending

"Here by my side, an angel
Here by my side, the devil
Never turn your back on me
Never turn your back on me, again
Here by my side, its heaven

Here by my side, you are destruction
Here by my side, a new colour to paint the world
Never turn your back on it
Never turn your back on it, again
Here by my side, its heaven"
- Matthew Good Band, "Weapon"

Max lept onto the back of Apuk, the Mayan god of death. He squeezed his strong arms around it's neck, determined not to let the creature go.

"Why don't you two ground 'ol beat face?" Max said to his grandchildren. Gladly obliging, Ben and Gwen rushed behind the creature and pushed with all their might at the back of it's legs. Losing it's balance, Apuk came crashing down onto the cold temple floor. Max was about to gloat, but he remembered the Sword of Echua. Activating his rocket boots, he blasted up to the top of the alter, knocking Enoch down the opposite side. He paused. His eyes transfixed on the object before him.

After 40 years, 40 long years of searching, sweat, tears and blood. Echua's ultimate weapon was his.

"Grandpa!" Ben called to his grandfather. But Max was frozen in time. Slowly, his hands encircled the sword's hilt.

A flash of intense white light enveloped the entire temple. Ben and Gwen were nearly blinded. Ben strained his eyes to look through the light, trying to find a trace of Max. He saw him standing atop the alter, holding the sword triumphantly over his head. The light faded, and Max still held the sword. As if by happy chance, Apuk awoke. Ben and Gwen gasped and ran for cover. Ben toyed with the watch, trying to make it work. But the beeping red light told him 'No'.

"Ben? If we live through this, I just want you know to know: I always thought you were a total weirdo." Gwen informed her cousin.

"Ugh...okay?" Ben wasn't sure how to take that last confession. Apuk barreled down before them, looking like a bull dog about to rip a couple of kittens to shreds. Ben held Gwen tightly to him. Gwen buried her head in his shoulder. They waited with closed eyes for their horrible fate.

But it never came.

A howl of pain and a sickening shrilk sound, Apuk was brought to his knees. The cousins cheered their grandfather as he placed his foot on the fallen monsters back, pulling the sword out of the corpse.

"Grandpa, that was amazing!" Gwen declared. But Max didn't respond. He just stood there, looking for all intents and purposes like the Terminator. He suddenly swung to his left, deflecting a bullet fired from in front of the alter. Even with the mask, anyone could see Enoch was seething with anger.

"I will not be denied my prize!" he shouted and fired a second time. Max deflected the shot the same as he did the last. He then lunged at Enoch, bringing the sword into a stabbing position. Enoch tried to dodge, but instead he was cut deep into his left side. Blood spurted from the masks mouth piece. Enoch could only gasp as he was racked with pain. Ben and Gwen were terrified. They thought Max couldn't get any worse, but they had been gravely mistaken.

'When he gets the sword, he'll be normal again. Right?'

Ben had thought that at the time. He wasn't so sure now. Max pulled the sword out of Enoch, letting him fall to the floor. His head turned slowly, looking back at his grandchildren. Ben and Gwen couldn't recognize him. His eyes, which were once as calming as the soft, summer rain; were now as dark and empty as an old house. Without thinking, they both stepped back away from him. Max stepped toward them, each step he took forward made the cousins step backwards. Ben kept on trying to get the watch to work, but it still refused to respond.

"Grandpa? Can you hear me? It's me, Ben. Your grandson." Max continued forward. He lifted the sword, preparing for a sweeping strike. Gwen turned to look behind them. Three more steps would send them back down into The Pit of Dispair.

"Grandpa, please stop! You're scaring us!" Gwen pleaded. Ben was about to cut and run, when the Omnitrix beeped. It was recharged. Smiling like a Cheshire Cat, been dialed in Ghostfreak and hit the trigger. In a flash of green the 10-year old was changed and ready to fight.

"Lets have a look inside, shall we?" Ben said in Ghostfreaks spooky voice. Ben lunged for Max, who tried to slash at him. But the spectral alien couldn't be slain so easily. Ben merged into his grandfathers body and mind. Max tried to fight the mental assault, but to no avail. His body went slack, dropping the Sword of Echua at his side.

Trying to look through a persons' mind was like trying to the Portuguese part of an instruction manual. Ben really had no idea what he was doing. But he had seen enough movies to learn that if someone picked up a ancient magical object and went ape slag, they were most likely possessed. Ben searched through the corridors of Max's mind, trying to find whatever he was looking for. That something found Ben when he felt himself being grabbed and dragged down the halls and into a large, domed room.

"Who dares intrude into my domain!" boomed a voice that obviously wasn't Max Tennyson. It belonged to a tall, muscular figure. His tanned skin and long dark hair was testament to his Mayan blood.

Echua himself. He looked at Ben with a sneering contempt.

"Your domain! In case you didn't notice, this is my grandpas's head your trespassing in! So get out before I have to make you!" But the Mayan god of war was not so easliy threatened.

"We shall see."

With that, Ben felt himself being shoved out of Max's mind, and out of his body. The Omnitrix beeped and glowed, and Ben was human again. The dead look in Max's eyes returned. He lunged at them, and they split up. Gwen hid behind a fallen pillar, Ben took cover for a sneak attack. Knowing the Omnitrix wasn't gonna cooperate after just being used again, so Ben wracked his brain for a solution. Before that happened, Max slashed through Ben's hiding spot, sending debris flying. Ben was glued to the floor by Max's pairing gaze. Ben was terrified beyond reason.

Max raised the sword, preparing to slay his grandson with one fell swoop. Having nothing else to do and no way to defend himself, Ben screamed. Max froze in his spot.

"..b...b...Ben..ja...min..." came a weak, pleading voice. Ben opened his eyes, to see Max's face soaked with tears. Giving no thought to the danger, Ben rushed to his grandfather, embracing him with all his might. Max stood still, appearing unsure of what to do next.

"Kill him."

Max's eyes widened. Where was that voice coming from. Or had it been there the whole time and he hadn't noticed...

"Kill the boy."

His grip on the sword tightened, the slacked. Ben continued to cry into his grandfathers chest. Max fought as hard as he could against the urge to kill his own flesh and blood.

"Get...out." Be looked up, confused. Did Max mean him?

"Get out..." Max repeated. "...of...my...mind!"

Max threw the sword aside, his hands grasping the sides of his head. Ben backed away, watching Max tear himself apart from the inside.

"I will not be your instrument of destruction!" he shouted.

"You wanted my power! You searched for it of your own free will. Now, for my power, you shall be my slave!"

"Never!" Max shouted as a light shot from his eyes. It took form, became a shape that resembled a human. Ben could already recognize it as Echua. Max composed himself, and ran for the sword before Echua could reach it.

"I wont let you use anyone else for you sick games, Echua!" Max took out his laser pistol, shooting the sword at point-blank. The so called Ultimate Weapon shattered as easily as glass. Echua wailed an inhuman cry as his makeshift form began to weather away like ancient armor. Ben and Gwen ran to Maxs' side, he embraced them tightly. Suddenly, there was a tremor that shook the temple.

"Lets get out of here!" Gwen screamed. Ben and Max followed suit. But then, Max fell to the floor. Echua, clinging to life, held tight to Max's ankle.

"I will not be left alone!" Max swung at the old god, his fist connected with Echua's face.

"Just die already!" Echua released Max, and he made good his escape.

Outside, Ben and Gwen had collapsed on the ground, trying to catch their breath.

"Ben, where's grandpa?" Ben and Gwen looked around wildly, seeing no sign of Max. But their worried were quickly quelt as Max came running out of the temple, a look of triumph painted on his face. He fell to the ground, exhausted. The cousins rushed to him, tears of joy soaking their faces.

"Oh, grandpa! I was so scared!" both of them said. Max hugged them tightly, letting them know how sorry he was.

"Ben. Gwen. Please forgive me. I was so caught up in finding that sword, that I forgot what was really important. Can you ever forgive me?" The cousins laughed, like he had just asked a stupid question.

"Of course, grandpa." The Tennyson family continued to embrace each other. But a nagging question broke the happy moment.

"Umm...how are we supposed to get back?" Gwen asked. Team Tennyson thought for a moment. Looking around, Max noticed the Forever Knight's helicopter was still here. You could see the lightbulb over his head light up.

"Have either of you ever taken a ride in a helicopter, before?"

The End

The Way I Wrote It!

Okay, I tried to cut it down so it might fit into an episode, but my muse had a gun to my head and threatend to read bad poetry if I didn't keep going. Oye vey... All in all, I'm proud of this lil' fic. It's weird, Ben 10 is the first fandom I've written and finished a fic too. Giggity!

See you next time!

Carpe Noctem