Disclaimer: I own no characters except for my OCs Bman Allstaria, Domino, R.O.T.O.M., Darkball, and Anti-Timmy.

Location: Bellwood
Normal POV

Bubbles flew as fast as she could away from Bmaniac Arcania.

If it was lazers, fireballs, or tornadoes; he seemed to take everything and just keep on trucking at her. It was as if his mind just kept forcing the body to go despite the wear and tear.

Looking back, she saw that he was no longer behind her, which gave her the moment to catch her breath. She ducked behind a dumpster, just in case.

After a minute, she creeped out began to search for someone else. Anyone else at this point, even if it was Panty and Stocking. She hoped for her sisters or Timmy most of all. She could really use a friend right now, to tell her that things will get better. She could just stare at the teen's blue eyes and smiling face…

She pushed the thoughts out of her head. She had to stay alert. Coming into an open area within all the warehouses, Bubbles saw a leg sticking out of a crater in the ground, with another crater close by. Worried, she went over to see if whoever was inside it was alright.

Which they weren't.

Bubbles' eyes became brimmed with tears as she looked at Bmaniac's victim.

"B-B-Buttercup…"

The green Puff laid sprawled out, battered senseless. Her face looked as if it were beaten repeatedly with Bmaniac's warhammer: mutilated. Checking her pulse, Bubbles breathed a sigh of relief when she found her sister's. Looking over to the other crater, she saw a beaten Spyro.

His horns were missing, and his wings were broken. All over him were tiny drills, leaking out blood. Like her sister, he too had a pulse.

Bubbles wept silently to herself.

"Bman…why?" She asked no one in particular.

"Bman no here right now…"

The chilling voice of Bmaniac came down her neck.

Bubbles burst off down a nearby corridor, but immediately had to stop and take a breath. She's been wasting too much energy against all the Bmaniacs to keep at full strength. Bmaniac came over after her, licking his lips in anticipation. Bubbles ran away for about a second until she came to a dead end. She didn't have enough power to fly away this time…

She turned to Bmaniac, and in a panic, unleashed a Sonic Scream. Bmaniac held his ears in pain, until he let out a small yelp. That triggered his Pause move, freezing Bubbles in time. He then prowled over to her, and using his claws cut off her hair. Moving his claws like scissors gave her a horrible hairdo.

Just to torture her.

When he finished, he went back to where he stood and yelped again, redoing the move.

Bubbles stalled, preoccupied with her lack of hair. She muttered under her breath, crying and confused. Bmaniac took advantage of her misery and struck her with a powerful stream of red lightning. She squealed in pain, but the maniac only continued. It was becoming to much for her to bear…

But Bmaniac stopped after he was struck in the back by several sharp crystals, exploding on contact. Bubbles fell limply on the ground, spazzing slightly from the shocks with her mouth foaming up. Bmaniac growled and turned around, seeing Domino on the shoulder of a large alien that looked like Chromastone but was more buff and had green crystals instead of purple. He did still have Chromastone's purple rock body.

"That's enough Bman." Said the alien, undoubtedly Ben.

"We don't want to do this! PLEASE COME BACK TO US!" Cried Domino, struggling to keep himself from running up to the maniac and hugging him until he came back to his senses.

Bmaniac only roared in response. That roar made the alien groan in pain, before transforming back into Ben. Ben looked nervous, being exposed so easily.

"So much for Diamondhead…" He lamented. Bmaniac quickly came forward with a punch, but before it hit the teen hero, he felt something knock him away.

And then the fist connected.

Before Ben knew it, Domino flew past him like a bullet, crashing into several crates lying around. Ben panicked and ran after the little Guardian.

"DOMINO!" He yelled. He ran over and began to search through the wood for Domino. He quickly found him, but he looked bad: he had several pieces of wood jabbed into his little body. He looked up to Ben weakly.

"I-I may have f-failed as a G-G-Guardian once…" He coughed up some blood from the damage he took. "B-But I w-won't f-f-fail t-twice…"

Domino breathing began to slow down, Ben breaking up in tears over his noble sacrifice.

Ben stood up and turned, noting Bmaniac Arcania staring at him.

Silence hung in the air so thick you could need a chainsaw to cleave it. Ben wondered why Bmaniac wasn't attacking him right then and there…

And then it hit him.

He was waiting for Ben.

It was like a cat playing with the mouse; gone was the normal mindless attitude of picking off everyone as quickly as possible.

Bmaniac wanted a challenge worthy of the last man standing.

Dialing up his Ultimatrix, Ben transformed into one of his most powerful aliens. He was about 100 ft tall and had a mostly white body. His arms, feet, and parts of his shoulders, chest, and face were red in color. He also had a large red fin on his head, two red spikes on his arms, and black on his neck and wrists.

"WAY BIG!" He bellowed.

Bmaniac gave an insane grin in response, charging up his own power.

"B-MEGA!" He roared, growing to Way Big's height.

Neither of them cared that there were tiny warehouses below them.

This might just be the fight to end all fights.

Way Big didn't hesitate as he ran up to Bmaniac with his super speed and elbow him in the face. He didn't let up as he ran behind him, grabbed him by his tail and spun him around like Bowser in Super Mario 64. He then sent him flying towards the water, and before he touched down, Way Big crosses his arms like a plus sign, firing a blue cosmic ray at the maniac.

He created a large splash when he finally fell, while Way Big ran over to him for another blow. But Bmaniac caught the incoming arm and used the momentum to slam Way Big onto the ground. He almost slammed him with his tail, but Way Big rolled out of the way just in time. He got to his face and ax-handled Arcania before kicking him in the stomach. Bmaniac retaliated by charging up more star energy. Way Big saw this and decided to charge up his cosmic ray.

"GRAND FINALE!" Roared the maniac.

"COSMIC RAY!" Announced Way Big.

The two beams collided with each other, no one stronger then the other. Both titans struggled to overpower the other. Eventually, the beams created an explosion, ending the stalemate.

Bmaniac growled in anger, and then suddenly smiled wide. Way Big noted that look, anticipating the time-space distortions of B-Mayhem!

But he was ready.

Way Big drew his arms in close, charging his own power.

"B-MAYHEM!" Roared Bmaniac.

But Way Big fought right back.

"COSMIC STORM!"

Way Big released his pent up cosmic energy, creating a multicolored cloud of energy storming, and pushing against Bmaniac's distortions.

And while Way Big was taking damage from the attack, Bmaniac seemed to be heavily effected by the Cosmic Storm. Soon, it was Bmaniac who had to clutch himself, crying out in pain.

"You can't beat me Bman…" Said Way Big. He may fight the monster, but he won't acknowledge him as someone else. "Way Big is my strongest alien. There's nothing you could do now."

Bmaniac only roared in answer.

Way Big sighed. "Might as well wrap this up…" He raised up his arms to the sky, increasing the ferocity of his Cosmic Storm, damaging Bmaniac more and more. It was only a matter of time until the monster was put down. For the good of the worlds…

And then Way Big screamed.

He felt the pain of 1000 suns suddenly course through his horn to the rest of his body. His Cosmic Storm dissipated, and his body was left paralyzed. Bmaniac picked himself up, smirking darkly.

"B-But…h-how did y-"

Way Big suddenly saw something small out of the corner of his eye. It had a blue light, and was followed by another.

And another.

They were Shadow Bros of Bmaniac! He was so focused on fighting the giant one that he couldn't feel them climb up him like a bunch of ants.

Bmaniac grinned insanely as the tiny Shadow Bros dissolved. One of his claws turned into a drill, spinning quickly and enveloped in fire and electricity. He slowly went over to Way Big, enjoying the alien in his vulnerable state. By now the drill was covered in a distortion, and Bmaniac slandered up to Way Big's ear.

"Hero time…is over…" He said before sending the drill right into Way Big's stomach.

He screamed in pain at the fire's heat, lightning's shock, and the distortion's…feeling of pure pain.

With a final push, Way Big flew backwards, crashing back on land and destroying several warehouses with his girth. He then transformed back into Ben, a bloody hole in his stomach, torn, and beaten.

"Game…set…" Muttered Bmaniac before shrinking back to normal size. He prowled past the beaten Ben and tore open another Portal with B-Mayhem!, the sky reacting to his action.

With one last look behind him, Bmaniac entered the Portal departing to his island.

Ben just laid there, his breathing getting shallower and his bleeding picking up. He couldn't believe that he had lost.

He had failed everyone.

He failed Domino.

He failed Bman, if he was still in there.

He was just about to close his eyes, only for a second. He was so tired. He could manage that. Just…one…second…

Suddenly a poof of purple smoke enveloped him, vanishing as quickly as it came. Ben leaned up and coughed, waving the smoke away until he looked at himself in astonishment.

"I'm…alright?"

Indeed, there wasn't a scratch on him. No hole, no blood, no nothing!

Ben got to his feet, amazed at his lack of damage.

"How is this possible?" He asked himself. He's thankful of course, but just curious to his random recovery.

"It was me."

Ben turned around, seeing Timmy Turner.

Ben ran over to him. "Thanks Timmy. I thought I was a goner."

"Be grateful you weren't." He said. "I was conscious enough to use magic and heal everyone's damage. But magic can't revive the dead."

"Well, thanks again." Said Ben. He looked past the boy in pink and stared at the Portal Bmaniac left. Behind them, the others came out and regrouped, each with somber expressions on their faces.

Silence.

Dexter spoke up. "We need to put him down Ben." He asserted gently.

"There's nothing more we could do for him." Added Geno.

"And I say we do it before he does it to us." Muttered Buttercup, switching sides on the issue.

Ben was about to answer until he looked down, seeing Domino give him a sad, pleading face.

He sighed inwardly. "No. I'm giving him one more chance…"

Domino smiled a drew a breath of relief.

"BUT!"

Domino flinched at Ben's sudden outburst.

"If it doesn't work, hold nothing back. Understand?"

Everyone gave a murmur of agreement before making a beeline for the Portal. All of them finally OK with the prospect of downright killing him.

The real one this time.

But ONLY if…

They can't reach into his heart and pull out the boy that would give him life for them if need be.

Because deep inside, they know he's there…

Somewhere…

Within all that Mayhem…