Author's Note: Well, I'm pretty screwed now. I don't know where to go after this chapter. Hopefully I figure it out before next Saturday. Please forgive any spelling errors, I'm desperately trying to keep up with my schedule.

Chapter 11 – The Backup

August 11, 1970 (approximately)

New Glowerton, Alatraxia

The angular cottage, nestled into the side of Mount Sorei and surrounded by pallo trees, was surprisingly understated given who lived within. Covered in earthy tones and barely peeking out past the tree line at its highest point, it could easily be missed were it not for the road leading up from the town.

Magister Labrid had followed the paved path to the cottage on his cruiser to avoid the disruption of crashing through the trees. While that choice had added several minutes onto his trip, it was a fairly peaceful ride under the afternoon sun. He was glad the chairman lived on a planet where he didn't have to wear his helmet all the time and could actually breathe in the fresh fluorine.

After landing his cruiser by the house, Labrid walked up to the porch to find the chairman sitting on a crystalline recliner, reading something on a transparent titanium info-slab.

"Chairman," said Labrid as he saluted.

Ion, the lumerian sitting in the chair, smiled kindly and laid his info-slab on his lap. "I'm retired, son. There's no need for that."

Labrid lowered his arms but shook his head. "My apologizes, sir, but, I'm afraid I must. Your standing was codified upon your retirement."

Ion chuckled ruefully. "I know," he said slowly. "So what brings a young Magister all this way to Alatraxia."

"Tennyson, sir," said Labrid. He pulled his portable info-slab from its holster at his side and called up the Academy registration in question. "He's a Plumber now."

Ion's smile faded slightly and he waved the Magister forward. Labril held out the info-slab showing Max Tennyson's face and information.

"His son," said Ion with a nod. "What does Jeffrey think?"

"Loudly and extremely angrily," said Labrid with a sigh. "I think there is some sort of rule in that family that they're not allowed to talk to each other directly because he keeps insisting I should be convincing his son not to join."

Ion laughed. "That sounds about right. Despite his talents, he never had much love for the Plumbers."

"Be that as it may, Max is quite capable," said Labrid with a nod. He rubbed the back of his eye stalks. "Given the nature of Jeffrey's retirement, I have... classified certaininformation about Earth's involvement in the Plumbers. He doesn't even suspect his father was once a member."

"That was Jeffrey's wish," said Ion.

"That includes the two time travelers," said Labrid.

Ion turned his head and slightly darkened as more of the ambient light of the porch was absorbed into his body. "You don't think we should be hiding it."

"Sir, with all due respect to the decisions made by yourself and Jeffrey, they were from the future, and they knew about Brozz. That implies that he escapes once more and returns to Earth." Labrid shook his head. "We are putting him in danger by not telling him."

Ion sat quietly for a moment, staring towards the setting sun. He brightened just a bit after a minute and stood, folding his hands behind his back.

"I believe it to be my greatest failure," Ion then said. "That I couldn't protect his family."

"Jeffrey's?" asked Labrid.

"Wilbur's," replied Ion. "Nearly as long as I've been a Plumber there's been a Tennyson on Earth and Brozz in prison and I've never successfully kept them apart. What good is any of this if we can't keep a single prisoner contained."

"Your own assessment admits we could not have known how powerful he would become," reminded Labrid. "And by the time we did realize, it was far too late."

"Isn't that a condemnation, though?" said Ion, turning toward Labrid. "I failed to assess what became Earth's greatest risk. And only the genius of a family of humans that placed justice and honor above their own lives has kept him from running rampant."

Labrid slowly nodded along but said nothing.

"Perhaps, though, we finally have a chance," said Ion, steeling himself. "All those times we thought we'd finally found the solution, the way to keep him contained, only to be surprised when he broke loose one more. Now we know it's not enough. And we know, to an extent, when it will happen again."

"What can we do about that?" asked Labrid. "It's quite a long time from now."

Ion smiled warmly again. "We create a contingency. We know he's coming back." He looked back out at the setting sun. "This time we'll be ready for him."

-(X)-

July 13, 2010

Bellwood, California

The impact against the barrier she erected was harder than she imagined a speeding train would have been, and it took all of Gwen's will to keep it from shattering completely. As it was, she only kept the barrier up a half second longer than she needed to dive away and avoid the inevitable second attack.

Hearing the crash behind her, Gwen quickly checked over her shoulder to see where Brozz was and whether Charmcaster had emerged from the portal yet. She saw the hulking beast no more than a dozen feet to the side and no sign of the spellcaster. She breathed a sigh of relief that Charmcaster hadn't gotten pummeled, but was more than a little puzzled as to where she had gone.

Or for that matter, where Kevin, Ben, and the rest of the Plumbers were. A quick glance to the sky said it was either dawn or dusk, but no indication if it was the same night, the next morning, or another day altogether.

Brozz turned towards her in an instant and pushed off the ground in her direction. In a panic, Gwen threw up another barrier, angled upwards, in the hope of causing the brute to deflect. The wall was only mostly created by the time the Chamatronian struck it, and it shattered like glass. The reflexive flow of mana back into her body caused Gwen's stomach to turn and she gritted her teeth to keep it down long enough to scramble away.

With a lightning-quick snap of his arm, Brozz's hand was wrapping around Gwen's leg anddragging her upwards. She tried focus her will through the pounding of her heart and terror sweeping through her skull, and flung several bolts of mana directly into Brozz's eyes in defense.

The shots barely fazed him and he shrugged off the momentarily dizziness. Gwen felt the world lurch as he flung her into the air and landed roughly beside the Door to Anywhere, which was still standing open and swirling. She felt the gentle pull from beyond the gateway as she tried to get back to her feet.

Brozz grinned at her as he quickly moved to close the distance between them, his large, muscular arms swinging menacingly around his huge frame.

Gwen swallowed and contemplated her options. She could run, but with Paradox' powers, Brozz could easily catch up. She could run back into the Door, but if Brozz followed her before the Cult of Archamada was ready for him, there was a chance that would only make things worse. Fighting was not currently going particularly well, but least she was getting a chance to catch her breath now. She just wished she knew of any of Brozz's weaknesses other than an apparent lack of understanding of how much Paradox's powers could have made him a god.

It would be best that she not let him into that secret.

Bringing up her hands before her, Gwen summoned her mana to form a thick cylinder around Brozz to try and contain him. She knew directly affecting him with her mana was a loser's game, but she didn't have time to reference her spellbook.

Brozz stopped and looked at the mana wall and shook his head with a look of pity. His fist rose into the air and came down onto the cylinder with a devastating slam. Gwen immediately felt the tingling up her arms as her magic rebounded against the impact. The sick feeling in her gut returned with a vengeance but her barrier held.

The beast struck the wall a second time and Gwen felt weak in the knees.

"You're only delaying the inevitable," said Brozz as he raised his fist a third time. "No one can stand against me."

"My family's been doing a pretty good job of it so far," said Gwen. Her voice faltered a little as Brozz struck again.

"Don't be sentimental," said Brozz with a laugh. "I'm still here, and I've crushed at least eight of your puny ancestors." His fist slammed against the cylinder and this time left a crack.

Gwen could no longer keep herself upright and fell to her knees. This was also a losing battle. She needed another option, but she couldn't think of anything. Teleporting could get her away but it would take too long to cast. "And how much time have you spent in jail?"

"Mere moments in the grand scheme," said Brozz.

"And once we're all dead? What's next?" asked Gwen.

Brozz smiled. "Something else." He pounded again on the magenta wall.

Shaking, Gwen lowered one hand to hold herself up while the other maintained the barrier. Talking wasn't helping. There was no grander motivation to dissect, no apparent guilt or concern. Brozz was the most powerful simpleton in the galaxy.

Escape! Gwen's mind shouted at her, but she wasn't quite sure how to do that. She just didn't have enough power to hold Brozz off while getting away.

Or did she?

Brozz's fist burst through the cylindrical barrier and it all began crumbling around him. There was no time left. No other options. Gwen reached deep within herself and yanked.

The world shifted and she felt her Anodite form emerge like a cocoon from the shell of her small physical body. The meaningless concerns of presence and weight and concern melted off her and she felt clean and pure, as if her life had been holding her back for an eternity. Her fatigue vanished and she began to forget what fatigue even felt like. What a laughably limited concern it was. Why would anyone put up with such an inefficient body was beyond her.

A force intersected her being and she immediately became aware of the presence of a hulking moron, and aware of her error in dismissing him. She felt her existence shudder and her form threaten to collapse. Brozz was dangerously powerful, and his fist carried not just physical weight but the unconscious force of a being so advanced he had shed his connection with linear time.

In short, she was just punched, and it hurt. A lot.

"I don't fear Anodites," said Brozz with a laugh.

Oh, but you should, thought Gwen. She considered speaking, but what was the point? You are small to me.

Summoning the mana around her, Gwen soaked in the life force of the park, twisting it into a simple lance and positioned it in front of Brozz's face. The idiot simply stared at it as if it were a weed. Gwen could hardly care less if he could recognize his impending doom.

With a flick of her wrists she drove the lance forward with the force of a train into Brozz's face. He took the blow like a chump and was flung far into the air as the land splintered against his skull. Gwen reached out and redirected the shards of mana back toward Brozz, pummeling him with the debris even as the lance continued to drive through his head. The whole attack took seconds and left Brozz flying rapidly into the ground, his head and shoulders covered in steam.

The earth shook as he hit and tumbled head over feet for twenty yards, tearing up the grass as he rolled, before coming to a rough stop covered in dirt.

Get up from THAT, thought Gwen, smugly.

Then he did.

-(X)-

September 7, 1991 (approximately)

Xenon

Ion lowered himself down into the gently floating chair and quietly sped away towards the small hut located on the lush planet of Xenon. He didn't have far to go, but the humid planet dominated with nitrogen and oxygen was already giving him troubles breathing. He wouldn't be able to stay outdoors for long, and even in an environmentally controlled room, he wasn't sure he could spend much more than an hour or so on the planet at all.

There was a time, long ago, when he would barely notice the difference between his home planet and a moist one like Earth. But that was long before he retired, before the injuries had accumulated enough to give him sag-lung and a need to constantly live under the threat of drowning in his own body.

He arrived at the abode and realized he'd have to walk (or even crouch) to get inside. With a labored sigh, he lifted himself off the chair and onto the soft soil. With only a few grunts he put a hand down and slowly crawled through the small doorway.

Inside the hut, the ceilings were tall enough for Ion to straighten his back and he took a deep breath as he unfolded himself in the living room. A short, gray figure with large eyes and wearing a brown robe walked in from an adjacent room and put his hands on his hips.

"Chairman," said Azmuth.

"Retired," said Ion as he stretched his legs in front of himself. "Just call me Ion."

"Yes, I'm retired too, which is why I'm surprised to see someone from the Plumbers here," said Azmuth making his irritation plainly apparent.

"We both still have duties to perform," said Ion with a smile.

"Not me. I'm through." Azmuth swung his hand forcefully across his body. "I've given too much to this galaxy to get nothing in return. I want nothing more to do with it."

"The universe is a dimmer place without your genius, Azmuth," said Ion. "You are not nearly as old as I am, you still can do more."

"You? When you were a tadpole I was millennia old," snapped Azmuth. "Don't compare yourself to me. I've seen stars die."

"And I'm sure you wept at their passing all the same," said Ion. "Our experiences are relative to our existence. I have a handful of years left, but you will go on for many more."

"Many more miserable, lonely ones," said Azmuth, looking down. He sighed and rubbed the back his head idly. "You once came to me and spoke of regret. Do you still feel that way?"

"I do," nodded Ion. "But we have not yet finished our work. Brozz is still a threat."

Azmuth sighed and looked up. "Have I ever told you of my regret?"

Ion shook his head silently.

Azmuth turned and walked over to a bench where a large (relative to Azmuth's diminutive size) green bracelet sat with a white Plumber's symbol etched upon its surface. He ran his hand over the smooth inner surface.

"She hated the weapons I had made," said Azmuth. "They weren't all weapons, of course, but she could see all the ways they could be abused if they had fallen into the wrong hands. I... was reluctant to subscribe to her point of view. I was in it for the science, naturally. I only cared if it could be done, not what was done with it when I was finished."

Azmuth slowly detached the nest of wires connected to the green ring. "She said I was being reckless. She said doing the wrong thing for good reasons was still wrong." He lifted the bracelet up and walked over to Ion. "She was right." He uncoupled the bracelet into two parts and gently reattached them around the former Chairman's wrist.

He patted the bracelet gently as he stared at the symbol on its surface. "I built a terraforming device. A relatively simple accomplishment, but it was a gesture to her that I could do things to help others. It could turn any habitable planet into a reasonable facsimile of Galvan. A Galvan 'Prime', so to speak. No buildings or structures of course, but the geography, the atmospheric conditions. A blank slate world for my people who have never been too comfortable on other worlds."

Ion stared. "I never heard of this," he said. "You can clone planets?"

"Could," said Azmuth. "The device doesn't exist anymore. It was destroyed. She destroyed it to stop it from being used on a planet with life already on it." He closed his eyes. "She destroyed herself in the process."

Ion's eyes widened as the small scientist wiped his eyes even though there were no sign of tears.

"It wasn't quick," Azmuth whispered. "The cascade reaction was never intended to be exposed to intelligent organic life. It deformed her, reorganized her at a cellular..." he trailed off, apparently unable to continue.

"I'm sorry," said Ion.

Azmuth shook his head. "Passion is a force greater than black holes. She couldn't stand by and let an atrocity go unchallenged. And she died for her morality." He chuckled ruefully. "And yet, even now, I continue to shame her memory." He pressed his finger into the Plumber symbol on the bracelet and it glowed green for an instant before exploding in a brilliant wave of light that rushed over the surface of Ion's body. He shined brightly for several seconds before fading.

When Ion looked down at himself, he barely recognized what he saw. He looked young! As he was in his prime, before his color faded, before his ability to reflect light had atrophied. He briefly let himself shine once more as he did when he was a cadet, then immediately sunk himself into darkness, becoming a pit of inky shadow.

With a thrill he returned to his normal reflective rate and curled his legs nimbly beneath himself to sit on his knees. "This is—" he started.

"Temporary," interrupted Azmuth with a frown. "It's the best I can do at the moment with this simple proof of concept. It lasts a few minutes, then you'll revert again."

Ion stretched his arms with a grin. Even if it was only a few minutes, it was the greatest he'd felt in decades. "What is it?" He looked to his wrist but noticed the bracelet was gone. In fact, his clothes had subtly changed into a white and black jumpsuit with the Plumber symbol sitting square in the center of his chest.

"I call it the Alpha Matrix," said Azmuth. "It's just a proof of concept, of course. The final design will be much more capable. It is the key to defending against Brozz."

"How does it work?" asked Ion.

"The same cascade reaction that I used in my terraforming device," said Azmuth. "It decomposes and stores your existing form, then downloads a new template and genetically recombinates your matter to fit the new design." He shrugged. "The time limit is due to power concerns. It's incredibly expensive to store a whole organism within the Matrix and eventually it runs out of power. When it does, it automatically reverses the cascade and re-applies your old form onto the body."

Ion stared. "How... how do I keep my mind?" he asked.

Azmuth gave him a tired look. "Let's just say you don't truly understand how your mind works, and leave it at that. The details are probably too gruesome for an old man such as yourself."

Ion laughed shortly and then gazed at his body in awe.

"The final device will incorporate staged evolutionary abilities, which I believe will be the way to overcome the adaptive properties of chamatronians."

There was a sudden burst of light and Ion found himself instantly back in his old body, and the Alpha Matrix glowing red on his wrist.

"See?" said Azmuth. "A few minutes at best. I'll solve the power concerns eventually."

"This is incredible," said Ion. "You have really outdone yourself. This could very well be the key—"

"It's not for anybody," said Azmuth quickly.

Ion frowned. "What do you mean?"

Azmuth jumped up onto Ion's lap and stared the Chairman in the eyes. "I mean I'm not giving this insanely powerful device away to anyone I don't feel is worthy. Xennith is already turning in her grave with what I've done, I won't be so stupid as to simply let this device into the wild." He snatched the bracelet off of Ion's wrist and jumped back down to the floor.

"Xennith?" said Ion.

Azmuth looked down and away.

"Oh," said Ion. He hesitated. "How do we find someone worthy?"

"We don't," said Azmuth. "I will make that decision, and I will make it when I'm good and ready."

"You have to give it to someone who can get in between the Tennysons and Brozz when he returns," said Ion emphatically. "Otherwise what's the point?"

"The point is that Brozz is a dangerous criminal and this device could turn someone into an even more dangerous one. The wrong choice could result in catastrophe." Azmuth shook his head and tossed the Alpha Matrix onto his work desk. "No, until I'm satisfied that enough safeguards and limiters have been installed, I won't even think about giving it away. And even then, I'm half inclined to just give it to Max and let him deal with it."

"Max quit the Plumbers," said Ion.

"And I'm sure that decision had nothing to do with Lorbil's obsessive desire to control the Earth Plumbers," growled Azmuth. "The 34-315 Protection Act was just a convenient way to get Max out of the picture. No, someone who is outside the Plumber's ranks is perfect. The last thing I need a bureaucrat from Techadon controlling the Matrix."

Ion sighed. He already missed the energy he had felt in those ten minutes as a younger Lumerian. "Azmuth... I may not live to see the day Brozz returns. I need to know you're not going to give up on this."

"Give up? Hah! "

"I'm serious," continued Ion. "I know you've been... demoralized before. The galaxy doesn't live up to your expectations. I know that. But I need you to promise me you'll do something to protect them."

"The Tennysons will live on," assured Azmuth.

"Not just them," said Ion. He adjusted his seating as he legs were starting to feel sore. "Everyone. This galaxy. The four known galaxies."

"You want me to protect the universe?" scoffed Azmuth.

"I want you to have compassion," said Ion. "We are all children compared to you, and children do the wrong thing sometimes because they know no better. Have patience. We may still become responsible adults."

"Or you may destroy everything in your ignorance," said Azmuth. "I've seen this story play out before."

"Then change the ending," said Ion. "Give us a fighting chance."

Azmuth crossed his arms and looked at the Alpha Matrix. He studied the device for several moments in silence, then turned back.

"I will protect the Tennysons," he then said.

Ion nodded slowly but mournfully. "I guess that's a start."

-(X)-

Gwen stared in shock as Brozz took another blow to the face, only this time he planted his feet and didn't end up tossed into the air. As his head threatened to be blown from his shoulders, he brought his arms around and raised them into the attack, using his forearms to block the direct force of the mana sword. The shards of mana still pummeled him as he stood, but it was little more than an annoyance.

The stored up mana for the attack ran out and Gwen floated backwards and up into the sky to put some distance between her and the beast. Somehow he was adapting to her attacks quicker and quicker. The first few blows to the head seemed debilitating to him at first, but now he was simply standing his ground and enduring. It wouldn't be long before he would be shrugging them off like it was nothing.

"HOW?" Gwen shouted in bafflement.

"Got any more, pretty girl?" asked Brozz as he wiped soot from his face.

Gwen summed up her will to draw in mana for another attack. She just needed more! That was the key, she was sure! She had the power of a god, she just need to use more of it to get him to stop.

Her mind reached out for more sources of mana – anything – to draw into her next blow. Surely it would be the last, so she let herself go, pulling in anything and everything she could feel. The grass, the trees, the small animals in the park, they all could contribute. She reached out further, and found more, deeper within the earth and further away.

Then Gwen's attention turned towards the Door to Anywhere, and its tantalizing portal. It had mana. It had a lot of mana. More than she could dream of. She reached out her will and commanded it to come to her. She felt it's sweet taste at the edges of perception and knew it was all she needed. The rest of the mana on Earth could be ignored. This was the source.

She pulled harder and more of that sweet taste came to her. She felt it embrace her body, and it felt like her whole body was a tongue, savoring a chocolate morsel. She hungrily demanded more and it came, more and more, sweeter and sweeter until she could feel nothing else but that rich taste. Better than life. More powerful than any feeling she'd ever had. It enveloped her, drowned out everything else until she forgot what sweet even was like anymore. This was everything in her world and she struggled to remember anything else.

She panicked. She knew she was more than just this taste but she couldn't remember. What was she doing? Who was she? Where was she? Was this normal? Should she be panicked? Maybe she should be calm and just accept it. The taste wasn't all that bad...

"What the hell?" came a loud and familiar voice, but she couldn't recall from where or when. It was different, and abrasive, and strangely comforting over the din of the sweet taste. She wanted to hear more of it.

"LUVO PRESELAI!" shouted the wonderful voice.

Then the world collapsed around her and the taste rushed away. She lashed out to grab the quickly receeding energy, terrified of where it was going and what would be left when it was gone. But she was too slow, it slipped from her fingers even as she remembered she had fingers. Then she remember she had a body. A real body. A physical body. She was not just a lost voice in a storm of sweet she was... she was...

"GWEN!"

Gwen opened her eyes and she found herself panting on all fours, staring at the dirt beneath her. Sweat was pouring off her face and dripping off her nose and chin as she breathed quickly. Everything felt dull and wrong, but she was okay with that. It was better than losing herself in... whatever just happened to her.

She looked up and saw Charmcaster looking at her with a deeply concerned expression. Gwen tried to think, but found her thoughts like molasses. A pertinent thread rose to the surface all the same.

"Brozz!" said Gwen, and then turned her head to look at where she last remembered him standing. Her mouth dropped open wider. The entire park was scorched as if someone had taken a flame thrower to immediate area. A particularly darkened area surrounded where Brozz was once standing and a slowly moving form was emerging from a pile of soot.

"Damn," said Charmcaster as she followed Gwen's gaze. "That guy's immortal."

Brozz coughed and groaned as he climbed up out of the pit he'd been blasted into. The first true sign that anything Gwen had done to him was being felt. Still, it was small comfort. She had nearly lost herself in that effort and it was only slowing him down.

Brozz wiped his face of debris once more and looked angrily at Gwen. "That was impressive, little girl." He straightened himself and then breathed deeply. "But I don't think you've got another one of those in you."

Gwen was positive he was right.

Brozz slammed his fist into his palm. "Let's try this again."

"'Fraid not, kiddo."

Gwen looked up to see a magenta streak fly through the sky and the land with an explosion of light between Brozz and her. The Anodite quickly coalesced into Grandma Verdona's form with her hands on her hips and looking away from Gwen.

"Back off, ugly," said Verdona loudly.

Brozz laughed. "You going to make me, pipsqueak ?" he said.

Verdona slowly looked up into the sky. "Yup," she said. Then she reached back her hand and swung it upwards like a punch.

The ground under Brozz's feet erupted in magenta light and a gigantic fist exploded up through the dirt and knocked the Chamatronian up into the sky and out of sight.

Verdona nodded then turned to look at Gwen. She rushed over and knelt beside her granddaughter. "Are you okay, sweetheart?"

Gwen was still trying to control her breathing and just nodded.

Verdona looked up at Charmcaster. "What did you do to her?"

"Hey, I'm the good guy here!" said Charmcaster, angrily. "She was losing herself to the mana from Yawatacsip. I forced her back into her body."

Verdona looked back at Gwen with a sad expression and sighed. "This is why I wanted you to come to Anodyne to train. You have too much power and not enough control."

Gwen shook her head slowly. "No time. Brozz wont' be stopped by that."

"I wasn't trying to stop him, dear," said Verdona. "Just buy you time for you plan."

After another few labored breaths, Gwen looked up at Charmcaster. "What happened to you?"

Charmcaster blinked back. "What do you mean?"

"It was several minutes before you showed up," said Gwen. "I thought we left together."

Charmcaster shook her head. "It doesn't work that way. Our subjective time could have been different even if we appeared to be in sync." She grumbled. "Hex would have fixed that if he was with us. I need to get better at that spell."

Gwen sat up on her legs and breathed again. "What day is it?" she asked her grandmother.

"The thirteenth," said Verdona.

Gwen looked at the sky. "Not too much time, but more than I expected." She swallowed. "Let's get back to everyone else."

-(X)-

June 1, 2005

Xenon

Xylene ran her palms down her head tails nervously as Azmuth worked with what seemed like glacial slowness. The small hut they were in was at least larger than the one Azmuth had when she first became his and Myaxx's protector, but it was not enough to pace around in, which was her normal method of dealing with stress.

"Azmuth, come on!" Xylene said.

"Don't rush me," snapped Azmuth, not looking up from the workbench that the Omnitrix prototype rested on.

The whole room shook again as the planetary defense shield was bombarded again. In the corner of the hut a small, blue and green glowing device fizzled a bit and turned red.

"It's not me that's rushing you," said Xylene, studying the reactor.

"If I don't activate the safeguards, anyone could use the Omni Matrix," said Azmuth. "Vilgax will run rampant throughout the universe."

"Or, alternatively, you could just give it to me and I can take it away from here," stressed Xylene. She had been assigned to the Omnitrix Project by the Plumber Central Command at the behest of Ion, charged with its safekeeping and eventual delivery. Both of these duties were now at risk because of Vilgax.

"Oh, you'd like that," said Azmuth. "Like giving a plasma rifle to an infant."

"I'm on your side, Azmuth, I just want to keep it away from Vilgax!"

"Nobody is on my side!" shouted Azmuth. He turned and looked directly at Xylene. "None of you understand what I've made here. If you did, you wouldn't have let a world conqueror know about it!"

"I didn't tell him!" said Xylene. "I have no idea how Vilgax found out! Only a dozen people including the Central Command and Ion know about this project. We always operated in secret."

"Twelve people can't keep a secret," said Azmuth, frowning and turning back to his workstation. He lifted the faceplace of the Omnitrix and deftly slipped his fingers underneath, tinkering with controls out of sight.

Yet another bombardment came from Vilgax's robot army in the skies above and the generate fizzled one last time and when dark.

"Well, there goes the shield," said Xylene. She shook her head. "Time's up Azmuth. Either we die here or we leave."

Azmuth seemed paralyzed for a second as he stared at the Omnitrix. "So many years of work..."

"I'll take it to Max," said Xylene. "He'll keep it from falling into the wrong hands."

"It could be the key to peace in the universe," said Azmuth, still fixated on the Omnitrix.

"What?" said Xylene. "Peace? How?"

"So much prejudice with you children," said Azmuth absently. "If only you knew what was like to be someone else, you would find it so much harder to hate."

"What are you talking about?" said Xylene loudly. "We have to move, or Vilgax is going to take that and use it to march over every planet in the universe!"

Azmuth finally jerked his head up and looked at Xylene. "Yes," he said. "You're right. It's just a weapon." He closed the faceplace of the Omnitrix and then turned the dial several times. "And a weapon needs a safety."

"MASTER CODE ACCEPTED, LEVEL 2 FUNCTIONS AND ABOVE ARE LOCKED," the Omnitrix suddenly said with Azmuth's voice. It glowed briefly white then turned dark again.

"Here," said Azmuth, giving the Omitrix to Xylene. "Take it."

"To Max?"

Azmuth gently let go of the watch and turned away. "Whoever. I don't care. Just leave."

"Azmuth..." started Xylene.

"No, I'm done," said Azmuth. "I showed you the way, it's up to you to walk it. I won't hold your hand anymore."

"But Vilgax—"

"A fitting end to my life of mistakes," said Azmuth. "Leave me, now."

Xylene stared for a moment longer before gripping the Omnitrix tightly and running away.

- (X) -

In the hut, alone, Azmuth contemplated his fate as he heard the roar of engines above. Vilgax's army descending onto the planet, no doubt. The race was finally over. Fate was finally catching up with him. There was only so long that you could put off paying for the shortcuts you took in life and this was his reckoning.

He wondered, briefly, what would come afterwards. There were stories, on the primitive planets, that there was another life, a peaceful one after this one. Would there be such a paradise waiting for him? Did he even deserve a reward like that?

No. He couldn't imagine a universe so forgiving.

He thought of Xennith again. He had tried to avoid it over the years, as it became clearer and clearer that she had foreseen all of this, but in his last minutes, he wanted to comforted by thoughts that were pure.

Xennith, his angel, was right all along, and all he did was cause her pain for her foresight. How much suffering must good people endure at the hands of reckless children like himself?

He immediately felt the presence of another person in the room, despite the complete absence of any sound or light to herald the being's arrival. He breathed slowly, and imagine Xennith's face as he spoke.

"It's gone," Azmuth said. "And you'll never lay your hands on it."

"I wish that were true, but you did give it your best shot."

The voice was... human? Azmuth spun on his foot to look at the visitor. It was indeed a human man, with dark hair, and a white coat with a pair of goggles hanging around his neck. He looked strangely peaceful, and wore an expression Azmuth greatly envied.

"Who are you?" said Azmuth.

"Just a traveler," said the man. "Trying to seed a little hope in the universe." With a rumble, the sound of several ships landing roughly on the planet surface echoed in the distance. "It would seem my work is cut out for me today."

Azmuth quickly tried to process the facts before him and reached a conclusion a moment later. "You're that time-walker, spreading stories about Max."

"Time Walker?" said the man with a smile. "I like that, it's poetic. Much better than Time Lunatic. And, yes, I am. Though I admit good men don't really need my help spreading their legacy. I was just trying to speed things along."

"Why?"

"That would be a spoiler," said the Time Walker. "But in the immediate concern, I'm here to offer you a chance to skip the pending invasion."

Azmuth grumbled. "Don't bother, I'm fine with it."

"Yes, I can tell," said the Time Walker. "Although, were I to make a small attempt to change your mind, I would implore you to give the universe a little more time to impress you. I have the benefit of a perspective few others share, and I can say with some confidence: things are about to turn around."

"I have seen three millennia, Time Walker," said Azmuth. "I have no doubt that things eventually get better, but I'm tired of being involved."

"Then stand aside." The Time Walker put his hands in his pockets and swayed back and forth. "Let the universe go unaided. But don't give up, and certainly not to a brutish thug like Vilgax."

"Today or another day, I will eventually go," said Azmuth. "What difference does it make when?"

The Time Walker bent down on one knee and looked sadly at the Galvan. "All the difference in the world."

Azmuth looked away. "Will I ever see her again if I go with you?"

The human held his breath for a moment, telegraphing the response he inevitably gave. "No."

Azmuth looked down, then back up at the Time Walker. "For your honesty, I will escape this death just once. But after that I'm through."

The Time Walker held out his hand and Azmuth jumped onto it. The human straightened and then, strangely, he grinned.

"Don't count it," he said. Then they vanished.

-(X)-

July 1th, 2010

New Glowerton, Alatraxia

Ion's hand shook as he lifted the small glass cup to his lips and could barely taste the tea within. Sitting on his porch, watching the sunset, this was as most at peace that he could possible manage given the circumstances. Beside him, on the small table beside his recliner, sat his old Plumber's badge, a tea pot, and a gun. The first item was a matter of comfort, the second a clear necessity, and the third was a joke.

It wasn't like a bullet was going to stop Brozz.

The planetary defense perimeter notified him of the breach forty minutes ago with the impact on the capital. Whatever powers the alien beast had acquired hadn't told him where to look for Ion, but the former Chairman had no doubt he would figure it out soon enough. It was just a matter of time. Sixty years Ion spent waiting for today to happen. He wondered if he should have put together a welcoming party.

The gentle sound of heels upon the wooden deck of Ion's cottage was a surprise, and the old Lumerian turned slowly to face his guest.

And his skin darkened immediately.

"Chairman?" asked Ion. "What are you doing here?"

The Tetradon Chairman of Plumber Central Command adjusted his goggles and smiled at his predecessor. Lorbil was a fastidious man, dressed in the finest of suits, tailored precisely to his dimensions, and accented in rich colors along the collar and cuffs. His species were collectors, normally confined to technologically impressive pressure suits and sleek space ships. But Lorbil had found privileged life very appealing and had quickly adapted to the life of a bureaucrat.

"I didn't want to take any chances this time," said Lorbil calmly. He brushed a leaf off of his shoulder. "Criminals are such blunt instruments, they need a steady hand to guide them."

Ion almost refused to believe what was happening. "You... freed Brozz?"

Lorbil laughed. "Oh, I'm not quite that impressive. Magic? Galvan Technology? The impossibilities of finding something lost in deep space? No, I set the events in motion, but I couldn't have done it on my own."

"But... why? Why in the world would you do something so reckless?"

"Because the Tennysons are a blight upon this galaxy," said Lorbil so matter-of-factly that it was hard to argue. "They run rampant and nobody does anything to control them. Not to mention they've inspired you to create your own personal research team and army that draws from my Plumber ranks. Your 'DNA Force.'"

"The Plumbers aren't yours," said Ion.

"Well, they aren't yours either," snapped Lorbil. "You retired. You were supposed to hide yourself away and not bother anyone again like every other decrepit Plumber who couldn't keep up with the chase anymore. But no, you had to stay involved, right under my nose. As if I wouldn't mind you controlling half the fleet with your influence."

Ion sighed. "Brozz will kill me, you, and every other thing in his way. You have doomed us all, not just the Tennysons. You have given away everything you spent decades on Central Command trying to gain. Can't you see how foolish this move is?"

"I can't just let them go on," said Lorbil. "Because of that boy, the Highbreed rampage has paved the way for galactic civil war. And we look like we endorse him because he runs around with our symbol on his chest. How much longer do you think we'll be able to maintain control while Ben Tennyson holds the Omnitrix?"

"On the other hand," said Lorbil, straightening his back. "If one of the greatest criminals in history avenges himself upon Tennyon's family, we'll be free of him and he can become a martyr. A new cause we can use to regain control against radical elements that would use that family's lawlessness to incite interplanetary war."

"He'll probably destroy all of Earth in the process," said Ion.

"Nobody cares about a Tech level 2 planet," dismissed Lorbil.

Ion grimaced and reached out for the table beside him. Wrapping his fingers around the item, he put his other hand on the arm of the chair and shifted his weight. His bones and joints creaked as he slid his feet to the floor. With a grunt, he pushed himself forward onto his heels, standing hunched but staring angrily at an amused Lorbil.

"Prefer to die on your feet, do you?" asked Lorbil. "How archaic."

Ion held out his Plumber's badge proudly. "I care what happens to that planet."

"A lot of good an old man's sentimentality will do for it," scoffed Lorbil.

Ion smiled. Then he pressed down on the face of the Plumber's badge. It beeped once, then exploded in light that quickly rushed over Ion's body. Destroying it, twisting it, and remaking it once more.

"Wha—!" Lorbil could be heard over the hum of the change.

A second later, Ion landed again on his feet, and stood tall, strong, and young. He glowed brightly in the dimming light.

"A—another Omnitrix?" yelled Lorbil as he backed away, nearly falling down the steps to the paved path.

Ion grabbed the gun from the table and pointed it at Lorbil. "Not exactly. Just a small gift from Azmuth for keeping the faith for so long." He motioned towards the ground. "Now, I would ask you kindly: get on the ground with your hands behind your head."

"You have no authority to arrest me," said Lorbil. "You're retired."

Ion shrugged. "Well, I was once Chairman. I hear that still has some sway."

Lorbil growled and slowly got down on his knees. "This won't change anything."

"I can at least stop—" started Ion, but that was as far as he got.

The flash of light was less than a second long and when it had faded, Brozz was standing right next to Ion with his fist already in flight. The cracking sound when it impacted Ion's chest was sickening and the slim Lumerian body crumpled like paper under its might. He flew straight through the window into the cottage and then into three additional walls before landing in front of the trees on the other side of the abode.

Lorbil stood back up and glared at Brozz. "Did you get lost?"

Brozz grumbled in reply and then stalked through the house to follow the trajectory of Ion's body. Lorbil followed closely behind until they exited on the other side and saw the still, bleeding form on the lawn.

Lorbil walked swiftly up to Ion and kneeled down to look into the former Chairman's eyes. He was still alive, but would be for long. His breathing was labored and he was covered in blood.

"This looks very painful," said Lorbil, condescendingly. "I can end your suffering for you if you answer me one question." He leaned in close. "Where is Azmuth?"

Ion looked up, blearily, at Lorbil. And then did his best to smile. "Hah," he wheezed. Then grew still and died.

"Hmph," sneered Lorbil. He grabbed the Plumber's badge and ripped it off of the body in one motion. Standing, he tossed the badge at Brozz. "Here. Ruin his reputation a bit, just for good measure."

Brozz stared, frowning, at Lorbil.

"What?" asked the Chairman. "Did the paradox device work?"

"Obviously," said Brozz in his deep, rumbling voice.

"Then we're done," said Lorbil. "Go have fun murdering Tennysons."

"I need to find my containment pod first," said Brozz. "Complete the loop."

"Fine, whatever," said Lorbil. "I need to get out here before anyone realizes I was involved."

"I need a magician to open the containment vessel," said Brozz.

"I'm not one, so you'd best get searching," said Lorbil. He turned to walk back onto the path.

Brozz reached out and yanked him into the air by his arm. He looked angrily at Lorbil. "Find me a magic user or I will pull your arms off your body."

"OKAY! Okay! I'll find you one!" yelled a panicked Lorbil. "I-I think one of the Tennysons is one. The girl. The sister of Ben."

Brozz lifted Lorbil even higher and looked up at his face.

"Who is 'Ben'?"