Ben looked at Ben Prime, who smiled at his younger counterpart. "You're... me?", Ben said still in astonishment, in which Ben Prime answered with a simple nod.

"No way.", Gwen was pushed by Ben. "Hey!"

"Be quiet! Let him- I mean me- I mean him speak!", Ben said as he looked at his older counterpart.

Ben Prime looked at his wrists before frowning. "Damn, I'm too late. He was already here."

"You know Alien X?", Maximus asked him as Ben Prime nodded to his question.

"Yeah, I have him as a transformation in my Omnitrix.", Ben Prime said with a smile as he shoved his hands into his pockets. "A friend of mine told me about someone stealing Omnitrix's so he sent me to find him in his place."

"Any clues besides the obvious?", Maximus asked the older Ben.

"I have a theory. But I can't confirm if I'm right or not. Until then, it's still a theory.", Ben Prime said with a serious expression. "But damn, this guy teleports faster than anyone I've seen. Once I've cleared a portal he's already done and in another dimension."

"You can move through the Omniverse? That's awesome!", Gwen looked up at him with a smile on her face.

"No, it's impossible.", Maximus crossed his arms and looked at him.

"Normally yeah, but I've got this.", Ben Prime held up what looked like a TV Remote, but more alien than anything. "Anyways I gotta go."

"Let me come with you, I can help.", Maximus said as he walked up to him. "I've lost my Gwen and Ben to that monster, I can't let it run free."

"What if it comes back?", Gwen asked looking up at Maximus.

Maximus turned to her. "What for? He doesn't have an Omnitrix anymore."

"But he does.", Gwen pointed at the Prime, who looked at her annoyed.

"I am not being bait!"

"Now I know you're me... I guess?"

"Look, neither of you can catch Alien X on your own. So why not stick together and let him come to us?" Gwen suggested.

"The waiting game worked once. And it would've worked again if that hard headed brat listened.", Maximus sternly said as Ben quickly turned to them.

"I was fighting great until I lost my watch!", Ben yelled at the alternate version of Max.

"I'm sensing less charisma and more insensitive jerk now.", Max shoved Maximus, who shoved him back.

"Guys! Relax.", Ben Prime exclaimed annoyed before calming down. "Listen, I can stay here and protect these guys. You can go into another Universe and get some more help while we hold him off.", Ben Prime said as he tossed Maximus his portal generator.

"Twice the aliens, twice the power and twice the bye bye Alien X.", Ben said as he slid in next to his prime counterpart.

"I'm in, but no promises.", Maximus said as he opened a portal before running through with it closing behind him.

"Alright chief, what's next", Ben Prime asked his younger counterpart with a smile.

"We cook up a plan of course.", Ben said with a smile, he was actually eager to see what this Ben could do.

"Okay Ben- my Ben, not you- what's a place you know better than anyone in the world?", Gwen asked her version of Ben, who smiled gleefully.


The quartet looked up at an amusement park titled Adrenaland. "Oh, I remember this place. They shut down due to safety regulations I think.", Ben Prime said as Ben looked shocked.

"What a terrible place that must be.", Ben said as Ben Prime patted the back of his head.

"Alright, let's get to work.", Max said as they prepared for Alien X's return.

~

It took maybe an hour to set the traps, with Gwen and Max tying up some of the carts tighter with ropes. Ben unscrewing the tracks for the rollercoaster and Ben Prime as his version of Four Arms setting up a tower that'll fall if pushed hard enough.

"Man, it's still weird to talk to me... kinda.", Ben Prime said to his younger counterpart.

"Think about me, this is a first.", Ben responded along with crossing his arms.

"At least your won't be a total nightmare when you're older.", Gwen said as she and Max walked up to them. "Say, Older Ben, what am I like in your dimension?"

"Well you're probably one of the few people I can rely on if I'm ever in a tight spot. You've also got a thing for magic and Kevin.", Ben Prime said half joking half not joking.

"Bleh, I'll stay here thank you.", Gwen crossed her arms in disgust.

"See? Weird.", Ben chuckled at her reaction to this.

~

A purple portal ripped through the fabric of that reality as Alien X walked in. "Hey, tall dark and handsome!", Alien X looked up to see Ben Prime sitting on the sign.

"You're in the wrong Dimension, Tennyson.", Alien X scowled at Prime.

"Oh so that's why my keys don't work, thanks man.", the Prime Ben jokingly said.

"Too quick to joke, too slow to save those you care about or yourself.", Alien X said as Ben smirked at him.

"Let's see about that, shall we?", Ben Prime said with a smile as he quickly activated his Omnitrix, scrolling through the holographic wheel and selecting an alien. The faceplate slid back as the core popped up, before being slammed back down as Ben transformed into a completely different alien.

This alien resembles a cross between a Pterodactyl and a glider. He has a large yellow beak-like mouth, green eyes, red skin. Wearing a sleeveless black, white and green body suit, and small, yellow, retractable wings that resemble a glider in appearance which are connected to a 'jetpack'-like structure on his back. Its name was Astrodactyl. "SQUAK Come and get me space case!"

Astrodactyl's wings slid out as he blasted up and into Adrenaland with a green streak behind him. Alien X looked at the gate, before melting it and walking in. Astrodactyl floated down. "Look, whatever game your playing it's not too late to surrender and give back what isn't yours."

"There is no back, only forward.", Alien X responded to the Pterodactyl

"SQUAK looks like he's scared.", Astrodactyl chuckled before Alien X vanished, he stopped and gulped. "Guys! Phase One!", Astrodactyl blasted off as Gwen and Max pulled at the ropes, sending the carts crashing into Alien X as Astrodactyl opened his mouth, shooting out green energy and at where Alien X was. "Uh oh."

Astrodactyl was met with a powerful left hook to the beak, sending him flying and crashing in front of the roller coaster. Astrodactyl reverted back to normal. "Little me! Phase 2!", Ben Prime shouted out.

"On it!", Ben nodded as he pulled the emergency break. The carts started moving slowly as Alien X flew towards him. Only to be met with the carts crashing on his head.

"Phase 3!", Gwen yelled out as she knocked over the tower being held up by a metal pillar. The tower fell but was immediately disintegrated into atoms.

"Oh man.", both Ben's gulped as the younger Ben was lifted up and brought to Alien X.

"I do not fear you, child.", Alien X coldly stated as he held the child in front of him.

"Hey! Let him go! You've already got his Omnitrix, take mine!", Ben Prime shot up and gestures to his Omnitrix.

"Soon. But in light of your inconvenient coalition, I will rethink on my mercy from earlier.", Alien X said as he started to increase his grip, with Ben gasping for air as he was being choked.

Alien X looked over to see a portal open again, Maximus and another Ben stepped out. "You heard little me! Let him go!", this Ben was younger than Ben Prime, maybe in his teen years. His outfit consists of a black shirt, blue jeans and a green jacket with white stripes and the number 10 on it, and black and white Converse-style shoes. He wore an Omnitrix-like device on the back of the hand rather than the wrist, appearing a dark green with four black buttons pointed to his knuckles.

Alien X dropped the child as he looked up at the slightly older Ben. "Woah!", Ben shot up and looked at Ben's Omnitrix. "Cool Omnitrix!"

"Not the Omnitrix, Ultimatrix.", UA Ben explained as Ben Prime stood next to him. UA Ben looked at Maximus. "Get the kid to his family, you guys are the last line of defense if Alien X gets past us.", Maximus nodded and ran off with Ben to his family. UA Ben looked at Ben Prime, the two smiled at each other as they transformed into their aliens.

"ARMODRILLO!!!", Armodrillo is a yellow ten-feet-tall alien with an armored, robotic-like body. His head is similar to a Greek Corinthian helmet with two ears on it, giving him the appearance of an armadillo. Armodrillo has a gray tail and jackhammer parts on his elbows, wrists and hands, creating the impression that he is a digging robot. The Ultimatrix on his chest.

Ben Prime transformed into a vampire-like alien with pale skin, green eyes, and sharp yellow teeth. He wears a black jumpsuit with a green chest and markings, black gloves with green fingers that possess sharp claws, and a green mask with spikes on it. His head is rather large and features green eyes, and his head spikes are part of his suit and they do not cover any part of his body. He also has green flaps under his arms, which resemble the wings of a bat. The Omnitrix on his stomach. This forms name was Whampire.

"Two Omnitrix's for the price of one? My my, such generosity. That shall not gounappreciated, or unpunished!", Alien X summoned green energy balls and threw it at them. Whampire flew into the air as Armodrillo dodged them.

"Follow my lead!", Whampire exclaimed in a Victorian accent, Armodrillo nodded. The two charged at Alien X, it it's Whampire changing direction as Armodrillo turned his hand into a drill, throwing a left hook at Alien X who caught it and attempted to rip his arm off but was stopped as Whampire drop kicked him.

Alien X blasted at them, Armodrillo put up his arms to block as Alien was swooped up by Whampire before he teleported out the way and slammed him into the ground.

"Is every me this awesome?", Ben said looking at his counterparts with awe.

"Some are better, some turn their backs on their families, some are horrible.", Maximus explained bluntly.

"Then let's not make that mistake kiddo!", Max patted his grandsons back.

"Get down!", Maximus pushed them out the way as Whampire was sent flying past them. He transformed his arm and shot Alien X. He roared in anger as he slammed Armodrillo into the ground. Whampire getting up and tackling him.

Armodrillo slammed his Ultimatrix and transformed into a red, humanoid manta ray. "JETRAY!", Jetray yelled out as he shot his neuroshock blast at Alien X.

"Family rocks!", Ben exclaimed with a smile.

"If only we had a bigger one.", Gwen frowned.

An idea sparked in Ben's head. "Gwen! You're a genius... don't repeat that. We do have a bigger one.", Ben scrambled up and ran to Maximus. "Hey, other grandpa, how many me's still have an Omnitrix?"

"A good few, why?"

"We're gonna need em all!", Ben said with a smile, which was responded with an eyebrow raise.

"Do you have any idea how difficult it was to convince one of you to come?", Maximus looked at him as Ben laughed.

"I can guess. But difficult is my middle name, c'mon!", Ben pulled out the portal generator and made one, pulling Maximus with him.

"Ben, what in the world?!", Max ran at the portal, but it quickly closed.

"Don't worry Grandpa, Ben'll be okay since you're with him... technically.", Gwen patted her grandfathers back. They looked up as a shadow loomed over them, it was a Ferris wheel Alien X Telekinetically pulled out the ground and threw at them.

They were suddenly swooped up by Jetray and Whampire. "RUN! RUN! RUN!", the two yelled out as they sped off, Jetray tossing Max to Whampire as he caught him. Jetray turned and fired his nueroshock blast that sent it flying away.

The two panted as Whampire dropped Max and Gwen, the two reverting to normal. "I forgot how much I hate Ferris wheels.", UA Ben said with a chuckle as the two were lifted off the ground.

Alien X had teleported there already, lifting them up Telekinetically. "Playtime is over, Ben is finished in this dimension, as he will be in all others.", Alien X proclaimed as a purple portal opened up next to them.

"Let them go." Alien X turned to see Maximus again with this universes Gwen, but they had reinforcements in the form of Omnitrix Wielders.

One Ben looked identical to UA Ben, however he lacked the Ultimatrix.

One wore a lot of of gold and accessories. He wears a black waistcoat with blue pockets over his white shirt (revealing his short sleeves), a blue tie, earrings, blue pants, and a medallion in the shape of his Omnitrix. He has the Omnitrix on his left wrist and a blue bracelet on his right wrist, he also has a gold ring on the index finger of his right hand. Unlike the other Ben's, this one has blue eyes instead of green and his hair is longer, covering his left eye.

Another was somewhat different from his main counterpart. His outfit consists of a black-striped, white shirt with short sleeves, military green cargo pants with side pockets with a black belt hidden under his shirt, and black and white sneakers with black stripes. This Ben wore the prototype Omnitrix on his left wrist.

The last one was a Gwen, she wore a blue raglan shirt with a cat logo on her chest, white capris, and a pair of white shoes with dark blue stripes and had freckles. Her Omnitrix was in her left wrist, but consisted of blue and pink. "Now we'll see who's really finished."


/End/