Chapter 3 – The Fight
Ultimate Spider-Man Universe
1
Ben Tennyson stood there, simply staring at the five costumed teens in front of him. One of them was wearing red and blue with a spider motif, one was wearing black and yellow with a professional wrestler's look, one was wearing green and yellow with a ninja-like mask, one was wearing white with black tiger stripes at certain places and one was wearing yellow and blue with a bucket over his head. Suddenly, Ben felt very underdressed for whatever costume party these five were headed for.
The girl in the white/tiger stripe outfit looked over at the spider and asked, "Who's this clown?"
"I guess you guys don't have a Ben 10 in this universe, either," Ben said, shrugging. "Okay, did you guys know that there are aliens out there?"
The bucket headed one laughed. "See Webbs, you're not the craziest one out there, after all!"
The green and yellow ninja walked up to Ben and looked him over. "Your chi is at an imbalance with this world, you come from another."
Ben raised an eyebrow. Chi? Okay, what's wrong with this guy? "Look, my name's Ben Tennyson, and I came from my dimension to find a big tall alien named Malware, he's probably six-and-a-half feet tall, red and black, one hand's a giant death ray—any of this ring a bell?"
Bucket Head landed in front of him and started poking him in the chest. "Look, Ten-skins, or whatever you just called yourself, we're not interested in 'aliens', okay? We need to go in there and beat the snot out of an Eastern European dictator with a bunch of robots, and things are probably gonna get ugly."
Before Bucket Head could turn around, a laser beam blew a hole open in the wall of the embassy, sending the six teenage heroes scrambling for cover. Webbs (as Bucket Head called him) swung by and grabbed Ben before a piece of debris landed on him. They landed on the rooftop of a building just on the other side of the street. "Look, not that I agree with Nova or anything, but you need to stay out of the way."
Ben held up his wrist. "Don't think I'm helpless, spider boy." He spun the control dial and slapped the Omnitrix core down. He'd used Fourarms so much, that changing into that alien was almost like changing a shirt. Suddenly, his human skin changed to a deep red color, and his shirt grew a second set of sleeves. The four eyes on his face saw no more really than his normal two, but they were incredibly striking when you'd never seen them before. With his now deeper voice, Fourarms said, "Now just tell me who to pound."
2
Spider-Man blinked twice as Ben changed from a human into a four armed alien with red skin, right before his eyes. "Uh... that way?" He weakly pointed in the direction of the embassy.
The team burst into action, with Ben aiding them. The source of the laser was a slightly hunch-backed creature, red and black in color with a very evil looking smile on its face. It didn't take long for him to fit Ben's description of 'Malware' to this thing, it was a perfect match. Suddenly, the creature changed itself into a sort of sled/motorcycle, hovering over the ground. It thrust forward, straight into Power Man, knocking him into a street light. White Tiger landed on top of it, grabbing the handlebars, and tried to steer it away from them, but Malware changed shape again, back to its 'normal' form, only with swords for hands, much like Black Knight had done.
Spider-Man swung, jamming his feet into Malware's face. He succeeded in knocking Malware back maybe a few feet, but Malware caught him on the rebound, firing off a laser cannon from its shoulder. He didn't take the blow directly, but the heat burned a line across his back, sending him down to the street below. Iron Fist used his supercharged fists to pummel Malware's face, but the creature grabbed his arms and started pulling in opposite directions. Luckily, Ben was there, sending two of his four fists into Malware's face and stomach, respectively. Iron Fist landed on the street on his back, and writhed in pain. Nova started shooting nova blasts at Malware, doing his best to miss Ben, but their assaults seemed to be doing little to the alien.
Spider-Man propped himself up with his elbows. I think we're a little out of our element here... He coughed, feeling blood drip from his lips. Oh yeah, way out of our element.
3
Fourarms landed blow after blow into Malware's face, but something was different about him. Back when he was eleven years old, Ben could do more damage to the Mechamorph than the six of them were doing now. Not only that, but he could recognize some of Rex Salazar's mechanical builds in Malware's new attacks. As a team, they didn't seem to stand even half a chance.
He grabbed Malware by the arm and flung him at the embassy, just in time for the wrestler-looking guy to start his own pounding, but he was batted away by something else that was walking out from behind Malware. Fourarms stood there in shock.
"Alpha!"
The nanite creature stood there, a cold stare that practically cut a hole though Fourarm's heart. "Ben Tennyson, it's nice to see you again." Alpha picked up Wrestler and held him by the throat. "These inferior forms lack my nanite brothers. Why?"
A woman wearing black walked through the hole in the wall next. Fourarms recognized her as the Black Knight, the head of Providence when Ben was in Rex's universe. "They don't have nanites because they haven't been invented in this universe," she answered. "But don't worry, you'll be back in our universe, soon."
Fourarms ran at the two nanite-powered villains, throwning a punch at both of them. He hit Alpha, but Black Knight dodged him and used an energy mace build similar to Rex's smash hands to knock him away. Suddenly, Black Knight's face was covered by webbing.
"You talk too much, lady!" the spider shouted, landing right at Fourarms's feet. He helped Wrestler up first, then Fourarms. Tiger Stripe started assaulting Alpha, but she was just a distraction, just like Bucket Head was for Black Knight. "Can ya change into anything lighter weight? Both of you are too big!"
Ben shut off the Omnitrix mentally, letting Spider let go of him. He was about to change into a different alien, but someone else jumped out in front of them. This one was human, with long hair, and a gauntlet for a left arm. He didn't attack them, he just stood there. Bucket Head and Tiger Stripe were with them now, carrying Green Ninja. I don't think this'll end well, Ben thought.
Another villain landed off to their right, this one with four mechanical arms protruding from his back. His hair was shaggy and long, and he was overweight. A sixth one landed to their left, a giant green monster wearing a black jump suit. It's face very goblin-like. From out of somewhere came a creature that looked like a larger version of Spider, only completely black with a white spider emblem on its chest and an open mouth full of razor sharp teeth.
"Guys, I don't think we're gonna make it," Tiger Stripe said, her voice quivering.
"You're right about that, little tiger," Malware said, coming up behind them.
A light suddenly shone on them, from up above. Ben looked up and saw what could only be described as a cross between a boat and a helicopter floating there. Soldiers in jetpacks slowly descended, aiming laser rifles at all of the villains. "Unknown entities!" someone from the weird vehicle shouted through a PA system, "you are now in the custody of SHIELD! Relinquish whatever weapons you carry and lay prepare to be taken into custody!"
Someone started laughing. The laugh made Ben's knees go weak, and his he could swear his heart stopped beating. It can't be... He didn't want to turn around and look, but he was compelled. Time seemed to slow down as he turned, and he imagined he could see every particle in the air. It's impossible! The laughing continued, and Ben suddenly felt like he was about to wet his pants. No! No no no no no! Once he was completely turned around, he saw him standing there, just standing there, as if there were nothing else in the world except them. NO! IT'S IMPOSSIBLE! YOU'RE DEAD!
Vilgax stood there, his red eyes staring straight at Ben.
4
Spider-Man had been happy that Fury and the Helicarrier had arrived until he heard that creepy laughter. Then, seeing Ben's completely horrified face as the green monster revealed itself, he had to admit that he was scared, too.
"Unidentified alien!" Fury shouted, "Relinquish any weapons and prepare to be placed into SHIELD custody!"
The alien continued to laugh, though its eyes never left Ben. Suddenly, it held up the gauntlet it wore on its right arm and fired a beam of light, not a laser, directly at the Helicarrier. The Helicarrier was spliced in two, right at the center of the ship. The front half and the back half fell separately, with dozens of people jumping off and pulling parachute rip cords. Some didn't have chutes, however.
"Ben Tennyson!" the alien shouted. "Fate has been kind to me! I came here to conquer this universe much as I conquered the last, but with you here, I can finally kill you and take what is rightfully mine!"
Ben did something on that fancy watch of his and changed into the four armed alien again. "You're dead, Vilgax!" he screamed, running toward the alien. Malware and Black Knight got out of his way and didn't attempt to stop him as Ben jumped up onto the embassy roof and tried to attack Vilgax. Unfortunately, Ben was too weak from the fight with Malware, Vilgax swatted him away like a fly. "I killed you!"
Vilgax threw a left-handed punch right into Ben's stomach, causing blood to spill from Ben's mouth and probably breaking a rib or four. "Killed me? Hasn't six years of fighting told you anything about me, you pitiful human?" The alien elbowed Ben in the back. "I survived nuclear explosions, that whelp Xylene's assault on my ship, your continued attacks, and my own ship's self destruction." Vilgax slapped Ben across the face with his gauntlet, knocking out several teeth. "I can't die!" He picked Ben up by the throat. "You are a completely different matter altogether. I can squash you like a bug under my heel." He threw Ben down, causing him to land directly at Spider-Man's feet. He changed back into a human, though the injuries stayed. "But first, I'll let you and your weak, helpless friends live, to enjoy the fruits of my labor." He addressed his fellow villains. "Destroy this city! Raze it from the ground and leave no one alive! Let the heroes see how much they've failed!" Vilgax spat the word heroes like it was a curse.
And then all the villains sprung into action. Malware, Black Knight, Alpha, Doc Ock, Green Goblin, Venom, and the human all began attacking New York, destroying buildings and killing SHIELD agents and citizens alike. Even though they were no longer surrounded by the villains, they were all still frozen in horror.
Spider-Man—Peter Parker—fell to his knees. They'd lost. SHIELD stood no chance against the onslaught of the villains, they'd all been broken and bloodied by Malware alone, and now Ben was practically a vegtable after Vilgax's assault. Everyone he knew and loved was probably going to die in the next ten minutes. I failed you, Uncle Ben... A tear ran down his face under the mask. The one person he swore he'd never fail again, and he had just failed spectacularly. The ultimate Spider-Man? An amazing Spider-Man? He was none of these. He wasn't even Spider-Man anymore. He was the failure that let an invading army of multidimensional evildoers conquer the world.
Ben 10 Universe
5
Kevin Levin stood beside the interdimensional portal that Azmuth had helped him build. Ben was long overdue. His girlfriend, Gwen Tennyson, walked into the room and asked for the hundredth time if Ben had gotten back. She was afraid for her cousin, and Kevin could do little to console her. He simply shook his head and took another drink of his smoothy. Ben, buddy, where are you?
To his surprise, Gwen just ran up to him and buried her head in his chest. He held her, feeling her tears stain his shirt. Something told him that she could feel him, through some weird Anodite connection or maybe just because they were cousins born on the same day, at the same time. Kevin felt a tear of his own run down his cheek.
Ultimate Spider-Man Universe
6
Ben didn't refuse to get up, he simply couldn't. Every part of him was in pain, blood rushing through him to plug up wounds or even just to flow out onto the street. Vilgax was a million times stronger than he had been, and he wasn't alone. The worst villains in three universes were on his side, and all of them had defeated their respective heroes at least once.
It would take the heroes of three universes to even have a hope of defeating them.
A/N: Listen to the Lord of the Rings version of "Requiem for a Dream" while reading this chapter and you'll swear you're in Manhatten watching this happen.