"Levate sulphura!"

"Medias raucosa!"

"Sultur Flameos!"

"Chagra Pytrh!" Gwen and Hex roared incantations as if they were battle cries, unleashing spell after powerful spell that rocked the chamber as if the world were ending around them. The steady ruby glow of the room was disrupted as wave after wave of shimmering light exploded as their magicks collided. Hex's spells were powerful, but Gwen fought as if possessed, her will to succeed driven harder than she had ever known. "Charmcaster put up a harder fight, Hex!" Gwen crushed his energy blast in one azure-lit palm, "I think you're getting old."

"I'll teach you to mock me, child!" The boy mage summoned his skull-lidded staff, "Topexis fox muldrevia!"

"Chepaxis nus lo!" Gwen's hand was a dragon, and in a flash of flame, the deadly attack was vaporized. "I suggest you quit and run now," Gwen smiled confidently.

As tightly wrapped up in their combat as they were, they were oblivious to the other battles that rocked the room around them. Taking refuge amidst the machines and natural contours of the rocky caverns, Driscoll and Max waged a war of patience, each one carefully timing his shots to maximize his chance of hitting his intended target. "I have to say, Max, you're an impressive marksman, you've twice scored shots on my armor already."

"So, does that mean you surrender?" Max leaned out just enough to squeeze off another shot.

The blast struck the wall just to the left of the forever king's eye, forcing him to recoil just as he pulled the trigger, his shot going wide. Driscoll's hand trembled slightly, more out of rage than anything else; to have some plebian plumber once again daring to interfere with his plans filled his eyes with vivid scarlet. Max Tennyson was like the other plumbers, those who had banished him from their ranks for realizing a potential they were all too scared to embrace. "How good of you to retain your sense of humor; you're going to need it."

Following a defiant roar and a series of loud impacts, small debris rained down from the stressed cavern's ceiling; Ben-Four Arms, Benjamin Bradt, and Vilgax hammered each other repeatedly in a brutal dance as the very earth seemed to rock around them. The Dewichery Diamond's glow intensified with each blow delivered to Vilgax or the fiery-haired teenager, and as the red light increased, so too did their power. Vilgax would hit Four Arms with a blow that would have snapped a man's neck, and as the crimson tetraman would reel backwards, his ally would rush in and strike Vilgax with a blow even harder, pulverizing bones in an instant, only to have them repair almost instantly. He would respond with a slash of brutal claws that would shred the teenager's chest like paper, but there would be no blood, only more flawless flesh, and as he would be repelled by the force, Four Arms would drive him into or through the stony cavern walls.

Vilgax' inhuman laughter echoed through the rouge-lit expanse, "Your efforts to stop me are futile." Four Arms bellowed in pain as another powerful blow sent him flying, reducing the stone pillar behind him to sand and pebbles. "Your attacks do little but postpone the inevitable loss."

"You forget, Squiddly Diddly, that I'm not even breaking a sweat." Benjamin leapt over the prone form of the downed Tennyson, blasting a hole through the Chimera Su Generis' torso, "I can kick your butt all night long."

Vilgax' claws shredded the teenager's chest, an impotent wound free of any lingering traces, only serving to knock him back. "Indeed, but what of your friends?" Ben's eyes drifted toward the huddled form of Ben Tennyson, "They do not have your unique tactical advantage."

Even before Vilgax said it, Benjamin knew he was right; Ben-Four Arms had been taking a beating alongside him, but without the limitless regeneration of the diamond's enchantment, he was slowing down. The boy had risen to his feet again, but his stance was loose, unstable; his eyes strained to focus, his expression was pained and exhausted.

"You and I can fight forever if you like, Mister Bradt," Vilgax planted a foot in Ben Tennyson's chest, knocking him to the ground. "But the Tennysons are going to die here. Once I'm done with Ben, then I'll move onto Gwendolyn, and to Max; that is, if my allies haven't already dispatched them."

Ben's eyes flickered to Gwen; having initially been in control of the fight, her advantage was waning. Although her desire was intense, she lacked the spiritual power that Hex had at his disposal, and her powers were swiftly losing their strength. Hex saw it to, and made no attempt to hide his smile. Max was in a similar position; although he was a better shot than Driscoll, he lacked the boon of the Forever King's power suit, and the one shot that had grazed him was slowing him down by the minute. The three of them had always overcome any opponent together, but facing the powerful trio was something they were not equipped to do. "I . . . see what you mean, you bastard."

"Then what will you do, Mister Bradt?" Vilgax took a step toward the prone form of the Omnitrix' wearer, "Surrender the boy, and I'll let the others walk away. We both know I cannot be defeated as I am." He touched the emblem on Four Arms' shoulder, reducing him to his diminutive human form.

"Neither of us can lose at this rate," Ben's arm resumed its normal form, "So I think it's time I approached the problem itself." The teenager leapt at Vilgax, hurling the alien across the room; one of the consoles exploded as the immortal monster crashed through it, sending crimson bands of lightning cascading through the machinery.

"No you fool!" Hex broke off from the battle with Gwen, allowing her to take cover behind a fallen section of the room as he flew to the machine's side, "You've destabilized the diamond!"

Driscoll also moved to the machine, "Hex, stabilize it this instant; if the gem's powers are released in this state, there's no telling what could happen!"

But Benjamin Bradt already knew what would happen; as the mystic energy that had spawned both him and the genocidal alien raged out of control, he could feel the power that fuelled him flickering within his core. The endless strength was in flux, weakening, and as he saw Vilgax stagger out of the smoldering wreckage of twisted metal and red lightning where he had landed, he knew what would be required to turn the tide of the fight. "I'm sorry Max, Ben . . . Gwen. I'm really sorry it's come to this." Max and Gwen sprinted out to Ben's side, helping the young Tennyson boy to his feet as Benjamin sprinted across the room. "It ends here, Vilgax. It ends for good this time."

"Stop you fool!" Vilgax leapt at the teenager, roaring furiously as he stretched his claws toward his enemy. Ben's metal hand lanced into the machine in what almost seemed to be slow motion; as his fist struck the red stone, white cracks telescoped across the surface, and with an almost musical tinkling sound, the gemstone exploded in a flash. The boom rattled the ailing cave a final time, and with a roar, the roof collapsed around the machine, obscuring the Forever King and his hired mage beneath tons of rubble as they vainly tried to escape their fates.

"Ben!" The Tennysons cried the name in unison as the red crystal shattered, spraying the red-haired teenager and the Chimera Su Generis with bullet-like shards that shredded their garments, opening wounds on their flesh that wept creeping mist. Gwen sucked in a breath at the expression her friend made as the crystal tore his body; grimacing horribly at the instant of contact, the look of pain passed in seconds, replaced by a sort of sad serenity.

"No! I will not be denied my revenge!" Vilgax roared in impotent rage as his form began to disintegrate, the green and black of his body melting away into a dense white fog that was slowly spreading throughout the facility. Hex and The Forever King abandoned their posts by the machine, red lightning erupting around them as conduits began to melt and fuse together. The lights flickered out, leaving the room aglow from the mist itself, which emanated a soft white light.

"What's going on, what's happening to you?" Gwen reached out to touch Benjamin, but her fingers passed through his body, causing the part she touched to drift away from the rest of his slowly dissolving form, joining with the mist around them.

"I'm dying again . . . I guess." He smiled softly, "It feels like before, when I was lying in the hallway . . . I feel like I'm slipping away."

Gwen's eyes started to well with tears, "You can't die!"

"Just hold on man!" Ben began to twist the Omnitrix's dial rapidly, "Maybe as Upgrade I can fix the device, or as Ben-Viktor I can power it back up." The dial glowed red, ignoring his commands, and he struck the watch furiously. "Darn it, it's not working!"

"It's okay Ben." The teenager smiled, his face tired. "If you turn it on, Vilgax might come back, and as long as it's running, he can't be destroyed. We all know that."

"But still . . ." Ben's lip quivered, "It can't end like this."

Benjamin laughed and reached out to ruffle Ben's hair, but his hand dissolved into mist as he touched the younger boy. "It was over a long time ago Ben, I was just pretending that it hadn't ended. But I know now, that my time has already passed . . ."

"No!" Gwen pulled out her spell book, furiously flipping pages. "Somewhere in here there has to be a spell to stop this! Or maybe in the Archamada!"

Max laid a hand on his grand daughter's shoulder, "No Gwen, if Hex and Driscoll have taught us anything today, it's that we shouldn't meddle with things we don't fully understand." Max looked sadly at the teenager, "No matter how much it hurts us."

"Forget that!" Gwen smacked her grandfather's hand away, "They brought Ben here in the first place, it's too late to worry about meddling. We owe it to him to not let it end this way!" She began sifting through the rubble, as did her cousin.

"Gwen."

Benjamin called to her, but she ignored him, digging through the semi-collapsed structure. "Hex was here when the roof fell; maybe he dropped it over here somewhere!"

"Gwen!"

"Hurry up you stupid watch!" Ben continued to dig, "If only I could go Four Arms!"

Benjamin moved toward the two younger Tennysons, drawing the mist into himself, his face contorted in pain. He kneeled down, laying a hand on the red-haired girl's shoulder, "Gwendolyn, look at me."

She spun in surprise, finding him right behind her, his hand on her head as he brushed her hair back. "Ben, I don't want you to go!"

"I don't want to go either," he smiled, wiping her tears away, "But I have to."

Gwen sobbed loudly and threw her arms around him, weeping into his shoulder. "It's not fair! You can't go!"

Benjamin smiled and offered his other arm out to Ben, "A hug or a hand shake, Ben."

The brown-haired hero walked up and shook his friend's hand, then went in and hugged him. "Hand shakes are for friends, you're family."

The two of them couldn't see, but Benjamin blinked back tears as he hugged them fiercely. "Thank you Ben, that's the biggest compliment I've ever been paid." The two of them released him, Gwen reluctantly, and he smiled sadly. "I'm going to miss you, all of you. Ben, you're a good man, take care of your granddad for me. And you, Gwen," he smiled and kissed her cheek, "You're going to dazzle the world with your brilliance, someday."

"I promise I'll find a way to bring you back." Gwen wiped a tear away, "I'll dig up every book, every spell, whatever it takes. I swear it."

Ben smiled at her, "Gwen, if you spend your life fixed on one passing moment, you'll miss out on so many wondrous things." She stared at him, but he continued. "I will remember you always, as the brilliant girl who made me feel dumb by comparison, and I know that someday you'll meet and fall in love with someone who is just as brilliant as you." He winked, "Besides, we'll always have San Francisco."

Max smiled, "It's been a real pleasure to meet you, son."

"For me too." Benjamin shook his hand, "You watch your back, Max, I'd be awfully angry if you showed up prematurely."

And he was gone; Max's hand closed around intangible mist that slowly sank to the ground, every trace of the strange teenager lost forever. Max hugged his grandchildren close, smiling fondly. "Goodbye Mister Bradt, we'll miss you."

Drifting in the mist, Ben waited patently for the end. Would he disintegrate like before, slowly feel his every memory stripped from him, until he was nothing? "A shame to go out that way," he said to the void, "I've made so many wonderful friends; I'd hate to forget them all."

He felt ground beneath his feet, hard and smooth, cobblestones. The mist began to thin, and as it peeled away, he saw the glorious ocean. Miles of blue water stretched before him, and from his vantage point on the stone bridge, the sky seemed to go on into eternity. The radiant sun shined bright in the sky, and the breeze was cool on his face; even the air itself seemed pure and full of energy. "Heh . . ." he slipped his hands into his pockets, staring out at the boundless paradise, "This must be heaven . . ."

"100 light arrows . . . Sagitta Magica!"

Ben whirled at the shout, his eyes widening at the sight of many glowing missiles streaking towards him. "Oh my God!"