Chapter One

The Omnitrix. The most powerful, most versatile tool in the known universe. Its power dwarfs that of the nuclear bomb, and in fact, of a million nuclear bombs. It is the chosen weapon of any hero, any villain. The preferred tool of every Messiah, and every devil, and every God bitters at its existence, as it dares to defy them with its abilities.

The Omnitrix is, in fact, so powerful that it can change destinies. And it has. When its creator, Azmuth, created the Omnitrix, he did so not knowing how it would be used. The evil conqueror, Vilgax, sought the Omnitrix's power. Wanting to avoid its power falling into the wrong hands, Azmuth handed the Omnitrix over to an intergalactic peace keeping police force known as the Plumbers. Their agent, however, was under fire by Vilgax, and, in her panic, she launched the Omnitrix down to earth, hoping it would reach her old Ally, a former Plumber Agent, Max Tennyson.

It landed in front of Max's grandson instead.

In one universe, anyway. In another universe, it landed in front of his granddaughter. In another it landed in front of him, and yet again, in another, it never made it off the ship, and Vilgax used it to conquer the galaxy.

But frankly, none of those are particularly interesting, and can be explored and chronicled by others who wish too. Max's grandson has always perplexed me. Such a petulant and irresponsible child, like all children are, but with impeccable morals and a spirit untainted by cynicism and anger. I found him to be a paradox, and I rather enjoy those. It was my duty to explore this concept. A child in possession of the most powerful tool in the galaxy? Who wouldn't experiment if they had the chance? What path shall he choose? A Hero Or a Villain? A Messiah of humanity? Or a Horsemen of Apocalypse? Or something in between?

I saw. I shall share. Not as a story teller. Not as a scientist, sharing my findings, but a cautionary tale, for those who wish to dabble in the destinies of the innocent.


It was a normal day for Ben Tennyson. Normal for him, anyway. For someone with the Omnitrix latched to his body, normal for him was anything but. He was a hero, and he would make the most of any normality he could. Some heroes may stare at the stars and contemplate existence, or morality, or perhaps their own misfortune. But Ben Tennyson spent his downtime the way downtime should, in my opinion, be spent. He was watching a movie with his friends.

"You mind passing the popcorn?" Gwen, Ben's cousin and ally asked. She was instantly "shh'd" from the movie goers behind her, but she paid no mind. Ben, taking one last handful of popcorn, silently handed her the bowl without taking his eyes off the screen. In fact, if one was to watch Ben's face, they would perhaps be horrified to know that he never blinked.

Gwen looked down into the popcorn bowl and frowned to see very little was left. She tilted the bowl to her left, and Kevin, sitting beside her, grimaced. He looked at Ben and scowled, but Ben was unphased, as he didn't even notice.

Gwen tapped Kevin on the shoulder and pointed to the seat directly in front of them. A young man had placed his popcorn bowl on the empty seat next to him, while he and another scoffed down handfuls at regular intervals.

Gwen smiled a devious smile and held her index finger over her lips. She focused her energies and willed into existence a solid construct made of pink, magical energy. The construct formed into a hand, and, silently grabbed a large handful of the popcorn in front of them. She pulled the pink hand back, and the construct seamlessly transitioned into a hand into a bright pink bowl. Kevin smiled and took some popcorn.

But no sooner had they stolen the buttery delights had Ben, along with all of the movie goers who were trapped in childhood, stood up and cheered. The sudden surprise made Gwen loose her focus, and her pink construct disappeared, the popcorn held within it falling all over the dirty ground beneath them.

The lights flickered on. Ben cheered in alliance with the rest of the child like movie goers, and, Kevin and Gwen stood as well, stretching their bodies and blinking their eyes at the sudden change in light. Ben turned enthusiastically to them.

"I told you that it would be awesome!" he yelled. Gwen folded her arms together.

"I didn't really like it. It was unrealistic and boring."

"What?" Ben asked in disbelief. "How could super powered sumo wrestlers fighting a shape-shifter possibly be unrealistic and boring?" Ben stopped for a moment, staring at his cousin, who stared back, hoping he would answer his own question. "Oh come on. We do stuff like that all the time."

"We're not sumo wrestlers." Gwen responded.

"Could've fooled me!" Ben gleefully insulted as he wiggled out of the seats.

"What? Are you calling me fat?" Gwen asked, horrified at the notion. She spun on her heel to face Kevin. "Am I fat?"

"uh-" he started.

"UH?" she yelled.

"I was gonna say no!"

"But you had to think about it?"

"No, No no no." he yelled. "I think you're totally hot!" Gwen spun back around and quickly followed Ben out of the theater.

"I do!" Kevin assured as he followed her. "I do! I think you're really, really hot! I mean, why else would I be dating you?" Kevin bit down on his tongue hard enough to draw blood, a reaction that was, unfortunately for him, too little too late. Gwen once again spun to face him.

"So you're saying that the only reason you're going out with me is because I'm good looking?"

"Well…no!" he spurred.

"Name one thing beside my looks you like about me!" she commanded. Kevin stared her in the eyes and smiled a dopey smile.

"You're really pretty when you're mad." Gwen growled and turned away. Kevin followed as he had been trained to do.

"I can't believe you!" she yelled as she walked out of the theater, turning her head to look at him scurrying after her, as she enjoyed to do. She had to admit. He was cute when he was flustered.

But Kevin's face went from fluster to horror. He looked beyond Gwen. Gwen turned to see Ben right beside her, with his look of childlike enjoyment replaced with the same look of horror that she saw on Kevin's face. She turned to look directly forward.

In front of her, and the majority of the audience, was a large, Green "crack" that seemed to sustain itself in midair. The crack produced dark green light that slowly began to get brighter, and enveloped the entire snack bar of the theater.

"Everybody out!" Gwen yelled. The pink constructs she had used to steal popcorn turned to powerful magic bulbs of light that covered her fists, ready to strike an opponent with a powerful concussive force. Kevin bent down and touched the concrete floor with his hand, silently praising the theater's lack of carpet better theaters had. He used his Osmosian abilities to absorb the texture of the concrete, coating his entire body with its strength and durability. He willed his arms to form into the shapes of Axes and hammers, and they did so, the only positive side effect of turning into a monster after a disaster with Ben's Omnitrix.

Having lost said Omnitrix months beforehand, Ben instead called upon the much bulkier and much more powerful device attached to his wrist: the Ultimatrix. He shifted the keys to an alien form he found suitable, and readied his palm over the switch, ready to shape shift into said form in a matter of milliseconds.

The green scar seemed to wait for all of this to happen. It grew brighter and brighter, all the while, the innocent, no-power movie goers quickly ran out the doors of the theater, and theater owner cursed himself for not updating his insurance as he saw that a super powered showdown was about to happen in his establishment.

Finally, when it seemed that everyone had exited the theater, the Green Scar grew to brightness achieved only by stars. The trio of heroes pulled away their view just as two dark figures emerged.

They looked back and quickly blinked away dots in their vision to see the two figures. Each one was drastically different from the other. One was human, an old human in his sixties. He stood hunched over himself, and he wore metal armor on his arms, a set of huge Ape-like gauntlets with large cables attached to a power pack on his back. He wore goggles over his eyes, and his facial hair was untrimmed, his silver white hair mussed and dirty. The trio had fought this particular old man before, and had learned not to judge him by his appearance. His name was Dr. Animo, a lunatic of a doctor, obsessed with mutations, and ready and willing to press those mutations on any nearby animal to make it a worthy servant of his cause.

The other was a being known to everyone's eyes. A member of the most resilient and dangerous race known, and even among his own race, he was feared. It was Vilgax. He stood, towering over Dr. Animo, his tentacled head touching the ceiling of the theater. His armor was made up of many different colors, being an Amalgam of the armor he stole from his defeated enemies. His torso was covered with dense red armor, his left arm sported a yellow piece with a crystal on the wrist. On his legs he wore metal that bore a resemblance to steel, but was in reality, a million times harder than any substance or metal on earth. On his waist sat a holstered ray gun, and on his back a deadly sword, but anyone who looked at him could tell he was just as deadly with his long, sharp claws on each hand.

"Vilgax!" Ben yelled.

"And Dr. Animo." Gwen added. The trio, all at once, silently regretted their abilities, as they knew without them they would never be placed in the way of such dangerous opponents.

"Hold, Tennyson!" Vilgax ordered as he raised his hand.

"uhuh." Ben muttered as his hand slapped the Ultimatrix. His body transformed during a flash of light. And out of the light came Ben's voice, now coming through an alien creature.

"Jetray!" he yelled. He flew out of the light produced by the transformation, shooting powerful lasers out of his eyes and hitting Vilgax in the chest at the same time, causing an impact that even he found painful.

Vilgax's massive body rose from the ground, lifted from the impact, and he and Jetray fell back into the restrooms behind them. Vilgax slowly got up, only to be struck in the face with a dismantled toilet, again and again, until the ceramic weapon had completely shattered.

Dr. Animo had even less of a welcome. Gwen quickly fired two powerful bolts of magic energy at him. The bolts did nothing to him, but his personal energy shield fizzled and dispersed under the strain of such powerful attacks.

His field down, Kevin charged him. Animo braced himself for the impact of a concrete teenager weighing a ton, and in doing so, just blocked a strong chop from Kevin with his arm which had taken the shape of a hammer. His gauntlet took the strike, and Kevin's attack was so powerful that dented the metal and broke the bone beneath. Animo yelped and quickly struck Kevin with his uninjured arm, knocking him back just in time for Gwen to land a perfectly placed kick between Animo's eyes, knocking him down.

Vilgax had better luck staying off his attacker. He grabbed Jetray by the tail, suffering a laser blow the eyes. Vilgax threw him through the hole they had created during his first attack. Vilgax jumped to his feet and ran to continue his assault on Ben.

He emerged from the hole only to be blinded by pink energy, and when that energy dispersed, Jetray once again shot him with his green energy beams, and finally Vilgax's eyes burned, blinding him, but only temporarily. Taking advantage of his blindness, Kevin ran up to him and poured all his strength into shoving his hammered arm as deep into Vilgax as he possibly could.

But all he managed to do was slightly dent his chest plate. The force carried through the gel layer of his armor, and Vilgax fell to the ground, his eyes blinded, and the wind knocked clean from his amphibious lungs.

Vilgax held his hands to his burning eyes and curled up to sooth the pain in his stomach. Jetray landed next to Gwen, but Ben was not yet ready to turn into his human form.

"That was too easy." he told Gwen. Gwen nodded her head, agreeing.

"That's because we weren't fighting!" Dr. Animo moaned as he slowly stood, his arms above his head to indicate peace. "We came here to ask your help Tennyson. Please, don't attack us again!"

"Yes, Tennyson. It seems you and your ally's are just as brutal as we imagined." Vilgax muttered as he slowly stood, balancing himself with one arm, as his other held his stomach.

"Imagined?" Gwen repeated. "What are you talking about?" Dr. Animo stood up straight and motioned outside.

"Can we please talk outside? Where the building isn't about to fall on our heads?" he asked. Gwen looked up to see the building already showing signs of stress. She turned to Ben. Ben glanced at Vilgax, who had found the wall with his hand and was slowly moving towards the sound of Dr. Animo's voice.

"Alright." Ben said. "But I'm not changing back. Don't try any funny business! And walk in front of us." he ordered. Dr. Animo nodded and tapped the still blind Vilgax, leading him silently outside. Kevin walked up behind Jetray and snickered.

"Funny business? Walk in front of me? What are you, a kindergarten teacher?"

"It was the only thing I could think of. And it worked, so yeah." Ben snapped. Kevin shrugged.

"Yeah. Why did that work? The Vilgax I know would've ripped our heads off."

"Maybe he needs us again." Ben says. He began to walk, awkwardly, as his alien form was not meant to walk as a human.

"It's probably a trap." Gwen states. "Just like last time."

"What's the deal with Animo?" Kevin says. "and they seem so buddy-buddy. Have they worked together before?"

"Not that I know of." Gwen replied. The three of them walked outside to see a news chopper hovering above them. Ben waved his claws at the chopper and smiled, but in his Jetray form, the chopper was sure to see a menacing grin instead of the peaceful, braggarts smile that it was meant to be, and as soon as Ben realized this, the image of the smile appearing on Will Harangue's news segments on him surged through his mind. He sighed and continued to monitor the two villains in front of him.

Vilgax, hulking creature that he was, took a seat on a stone bench that was much too small for him. the concrete moaned as Dr. Animo examined his eyes.

"They'll regenerate, right?" He asked.

"Of course." Vilgax muttered, with only a hint of annoyance directed at the teens.

"Uh...sorry." Gwen said, unconvincingly. "But we don't have a...preferable history."

"Correction. You your team have no history with me at all." Vilgax stated.

"Nor me." Dr. Animo agreed.

"What? You used my face to break apart half of Mount Rushmore." Ben stated. He turned to Dr. Animo. "And you! You invaded the Null Void!"

"I apologize for my counterparts actions." Dr. Animo stated. "I do. But Vilgax and I are not from this universe."

"Whoa, hold up." Kevin spat. "Don't try that. You want us to believe you're from an alternate universe, right? Let me guess. We're the bad guys there?"

"Correct, heathen!" Vilgax roared. "Our universes Ben Tennyson completely annihilated my race!"

"No way. Ben would never-" Gwen started.

"And before that he conquered the Galvan's empire. Before that, it was the incursions. And before that, he laid waste to every military on Earth months after he received the Omnitrix."

Gwen and Kevin turned to Ben, who, even in his non-human form, conveyed the facial expressions one would expect from a human who had been told he was as evil as the Devil himself. He reverted back into his human form in a sharp blast of green light.

"You...you're lying." He asserted.

"I am not." Vilgax retorted. "I admit. I've done some evil things in the past. Perhaps I would've done the same as he had I gotten the Omnitrix instead..." Vilgax sighed. "But...seeing your entire planet barraged by nuclear weapons while the man who ordered the assault laughed in your face…" his eyes regenerated, and he looked away. Ben briefly wondered if Vilgax's species could cry. "It taught me empathy. It taught me evil. Evil I want no part of."

"I fought in Earths resistance forces when he first appeared." Dr. Animo continued. "At first it was simple. He wasn't even evil, not really. Just...angry, and indifferent. He didn't mind if he killed his opponents. He called himself X."

"X?" Ben asked.

"The roman numeral for Ten. The names meaning was lost when he broke the master control, allowing him to take the forms of much more than just ten." Dr. Animo walked slowly over towards the wall and leaned it against it, sliding down to the ground, and his old eyes stared off into the distance as he remembered the chaos. "When that happened? I don't know. It's the kind of power a ten year old boy just shouldn't have. It was petty robbery's here and there at first, stealing a video game prototypes or cars. He dared the police to come find him. They didn't. Then...by god..." Dr. Animo put his head in his hands. "I didn't know an eleven year old boy...could do that. He was only eleven."

"Do what?" Ben asked, his face gone pale.

"I'd rather not say. Just that he let her live. She went to the police, and everybody knew that X was really Ben Tennyson. We all thought that was the beginning of the end. After all, criminals never last after their names are released to the public. But we were wrong. He obliterated the police sent to find him. Dared all the super-powered beings on earth to come and get him." Dr. Animo pulled his gauntlet away from his face to reveal red eyes. "There was a group. The Forever Knights."

"No way. They were the good guys?" Gwen inquired.

"Good became a relative term when the boy who repelled the Vilgaxian invasion went on killing sprees. Sure, they were arrogant, filled with psuedo-knightly bullshit, but they were the best chance we had. He burned them to the ground. Then a few of us got together. Mad scientists, heroes, mutants, aliens. There were only ten of us. We had the military backing us. He didn't even seem to be bothered when they dropped a tactical nuke on his head." Dr. Animo held his eyes. "And when Hex...god. I promised to protect his niece if he..." he gasped for air, as if though caught under water. "I left her there, I left Charmcaster. He still has her...god. He-"

"James, please. I can tell them the rest." Vilgax pleaded. Dr. Animo closed his mouth and eyes, and covered his face, shielding his tearing eyes to the world. Vilgax turned back to the trio. "The rest is history. He conquered earth in a few days, gained access to plumber technology, and built up an army of lunatics just as crazy and half as powerful as he. The incursions had the unfortunate idea to colonize earth, and, within a few weeks, he had stolen half an armada and sent it towards every incursion controlled planet. By the time he hit his teens, the boy had control of half a dozen planets."

"And then he went after the Galvans?" Ben asked.

"Correct. Albeedo and Azmuth were working on a weapon they thought could beat him."

"The Ultimatrix?" Gwen filled in. Vilgax nodded.

"Correct again. And I see you have it on your wrist." Vilgax pointed out. "Which will help. Unfortunately, when he conquered the Galvan, he took Azmuth prisoner. He forced him to modify the Omnitrix. I didn't believe it when I heard he had become more powerful. In my arrogance, I set out to fight him. With ten planets armies at my disposal, I thought I stood a chance. I invaded his planets to find his people were more afraid of him then they were confident in me. They fought alongside his forces. He took over my Empire planet by planet until he got to mine."

"Vilgaxia?" Kevin asked. "Your homeworld?"

"Indeed. He came down to the planet himself. When I saw him in human form, I was relieved. I ordered my sharpshooters to kill him before he transformed." Vilgax looked away from Ben as he growled. "But in my stupidity, I had assumed the rumors were untrue. I didn't believe the Omnitrix could be modified any more than a god could become more powerful. But I was wrong."

"He changed it into the Ultimatrix, didn't he?"

"Had he, we may have stood a chance." Vilgax responded. "But no. it was far worse than that. They boy had forced Azmuth to modify the technology. He no longer had to transform into other alien forms. He had all their powers in his human form. He dominated my Imperial city in a matter of hours. He fought and subdued me as our ships did battle in space. They won. And my planet was at his mercy. He made me watch as he annihilated my entire planet. To my knowledge...i am the last Chimera Sui Generis."

"Oh my god. That...that's..." Gwen started.

"Do not give what he did a title!" Vilgax commanded as he stood. "For any title wouldn't be sufficient. What he did was beyond what language can describe."

"Which is why we're here." Dr. Animo said as he stood, wiping the tears away from his eyes. "We need you, Ben Tennyson. You and your Ultimatrix may be the only thing capable of stopping him. But we know what we're asking. You can say no."

"No." Ben said. Both Vilgax and Dr. Animo showed horror in their faces. "I can't say no. Of course I'll help." they breathed a sigh of relief. Dr. Animo smiled and looked away as more tears formed in his eyes, and Vilgax clenched his fist, unsure of how to thank the man who shared the same face as his enemy.

"And-" Gwen started.

"No." Ben snapped. He turned to face Gwen and Kevin. "there is no way you're coming."

"There's no way you can stop us." Gwen spat back.

"Yeah. I can't wait to whale on the other you. It'll let me work out some unresolved issues." Gwen glanced at Kevin. "What? I'm joking." she glanced back at Ben. "kinda." he whispered under his breath.

"You'll need our help." Gwen asserted.

"This guy...he doesn't sound like some mad scientist with a plot to turn the world into yeti, or some space pirate who just wants more power. He..." Ben turned his head towards Vilgax. "he beat Vilgax...he beat everyone..."

"Which is why you need us." Gwen retorted.

"No. you're not going to turn me around on this one. I'm going alone."

"We aren't about turn down allies." Dr. Animo said. Ben turned around, likely about to spat some heroic nonsense about how he should do it alone. But war had turned Dr. Animo into a practical man. A sensible one. If they all wanted to go, then they shall. He pressed a few buttons on his gauntlet, activating the Dimensional Travel Device, and bringing all of them into a small, controlled wormhole, the likes of which science can barely understand, much less describe.

The five of them were sucked into the wormhole, creating another Green Scar. They were pulled apart and rebuilt and so on until they no longer existed on that universe.


And I wept. I cringed. I swore my tenancy for linearity. Dr. Animo's haste caught me off guard, and I could do nothing but disrupt him as he went back to his home universe. I reached my hand through the portal and meddled with it, but I was much too late. Neither Dr. Animo nor I got what we wanted. And nobody got what they needed.