"Azmuth?" Hope reiterated slowly.

"In the flesh," he replied.

It seemed that man was speaking through the speaker of one of his robots. Hope was about to ask more questions but was interrupted by Gwen walking towards the lab set up. Several emotions were written on her face as she moved closer to the tube. She planted her hand against the cool glass and peered into the tank. Gwen was seeing a ghost.

"How are you still alive?" Gwen questioned.

"Like I'd let some band of scatterbrains off me."

"But I saw your body…"

"Correction, you saw a fake body. Once I managed to crawl away to my hiding spot, I replaced my actual body with a simple clone; in case the Plumbers ever wanted to recover my body. The only people who saw my real body were Charmcaster and Tetrax."

The small alien acted in such a cool and collected manner like his death didn't throw a wrench in things. Gwen lowered her eyes and slowly clenched her fist, she could feel her nails digging into her skin.

"All this time you were alive…"

"Recovering from my life-threatening injuries but yes alive."

"How could you?" she muttered.

Azmuth raised a metaphorical eyebrow at the girl's statement.

"You left Ben all alone!" Gwen shouted, while slamming her fist on the tube.

"Last time I checked, I am not Ben Tennyson's guardian," he rebuked. "In no way, shape, or form am I responsible for him."

"Isn't that your watch attached to his wrist? You're the only one he trusts to guide him!"

"I am responsible for the Omnimatrix, not the lifeform attached to it. I've given him a multitude of chances to return the watch and he denied every offer. The consequences of his actions fall back on him."

"I thought you changed and grew closer to Ben, but I see that you're still treating him like a science experiment."

Gwen turned to leave the grumpy old alien alone. Forget the watch; she wanted nothing to do with him. She'll figure out a plan to rescue Ben before he even boards the warden's ship.

"I was afraid," Azmuth called out. "Afraid of what would happen should Ben actually turn against his morals. And even more terrified of me dying that day. From what I gathered from various sources and on account of Ben not being here with you; it seems that my worst nightmare has come to fruition. I did not fail as a scientist. But I admit that I failed as a mentor over the young Benjamin, not showing him what a world without me would look like. And for that, I am sorry."

Gwen felt the tears roll down her cheeks, the salty liquid touching her trembling lips. She wanted to curl up in a ball and sob forever. God it hurts. Ben leaving hurt her in a way that she was never able to express, and after grandpa Max died her walls came crumbling down around her. It was one thing after another and the pain never stopped. She was balling like a big baby in front of everyone. What a pathetic leader she was, unable to keep a proper grip on her emotions. Now that her own cousin was on the chopping block, things went from bad to worse. Gwen didn't know what would happen if Ben was executed. Something would snap inside her and she'd lose all control. She had no right to put that seal on Hope when she couldn't even keep herself together.

The redhead was thrown out of her trance when a sharp pain emitted from her cheek. She widened her eyes at an irritated-looking witch. Something about seeing tears in a normally stone-faced woman gave her chills.

"T-This isn't the time to have a breakdown!" Hope shouted.

"Precisely," Azmuth added.

They were right. She wasn't the only one hurting and she definitely wasn't the only one affected by Azmuth's "death". Gwen wiped her tears and shook her head before whispering her apologies to the group.

"If you were alive this entire time then you must know what we're here for," Gwen insisted.

"I'm a genius not a genie, but I do have an idea of what you're looking for; a weapon to use against the Plumbers."

"I've heard rumors detailing an ultimate Omnimatrix," Tetrax explained.

"You heard right. The Ultimatrix is a version of the watch that allows the user to access an upgraded version of the alien in use. It makes the alien more battle-ready and bloodthirsty. I was finally able to stabilize the core, thanks to Albedo."

A stronger version of the alien? Gwen couldn't fathom more powerful aliens than the ones Ben used. She wondered if these new types would affect Ben's mind in some way.

"Now that everything is sorted out. I suppose the question is who's going to wear it?" Azmuth announced.

"Ben of course!" Gwen responded.

"No," Cooper rebuked.

The redhead turned to him and asked, "What are you talking about?"

"Are we seriously still putting all our eggs in one basket? After all the shit that we've been through- that ALL of us have been through? It's about time we put our faith in someone else."

Then who are you suggesting should wear it? This is the most powerful weapon in the universe that we're talking about."

"Most powerful weapon and yet you're so ready to give it to your homicidal cousin. THAT we don't even know is on our side. What if he takes the watch and goes back to the Plumber's side? Or worse, he goes completely rogue from everyone?" Cooper refuted.

"Ben IS on our side!"

"And if you're wrong? Our best bet is to go with someone we know for sure is fighting against the Plumbers. You should be the one to wear the watch."

"What! I can't wear the watch!"

"What's stopping you? The power of the Ultimatrix fused with your magic would be unstoppable! There'd be no way we lose, or that's what I wanna say, but you're still held up on Ben. I can say, for certain, that you'll hesitate when the time comes. And because of that sole factor, I don't trust you to wear the watch. So give me the Ultimatrix."

"What? You want to wear the watch? You're insane!"

"Am I, Gwen? Or is the person continuously betting on Ben and expecting a different outcome crazy?" Cooper claimed. "I know for a fact that I would crush the Plumbers, indiscriminately, and that includes your cousin."

Gwen glared at the blonde and gritted her teeth. How dare he say those things about Ben? When they all agreed to rescue her cousin and bring him back to their side, no matter the cost.

"You never wanted to rescue Ben. You just wanted to get your hands on the watch."

"Don't blow this out of proportion, Gwen. We ALL want to save Ben, but doing so could cost us everything. We're wagering the soul of one man for entire galaxies. They expect us to show our faces to break Ben out, what they don't expect is us showing up at their HQ with the Ultimatrix. We could cut off the head of the snake. End the war before it even starts."

"Guys? Do you even hear this? Why aren't you saying anything?" Gwen questioned the crowd.

The room remained quiet as Gwen scanned around with shocked eyes.

"They know I'm right but don't want to say anything because they don't want to break your heart. I, on the other hand, love you enough to tell you the truth."

Hey, doesn't the creator get to say his piece?" Azmuth jabbed. "What Cooper is saying is right, and that's the type of person I need for the Ultimatrix. But not the person I want for the watch. Ben changed this weapon into a symbol of justice. People knew that no matter how grim the situation may appear to be, Ben somehow saved them. What I once saw in Benjamin is the same resolve I see in you, Gwen. You can make this into something other than a weapon."

"Azmuth I can't-" she started slowly.

"I'm not saying to make a decision now. Take it to Ben and if he no longer represents the image that he created for the watch, then I trust you know what to do."

Gwen was silent for a moment before nodding her head in agreement.

"One more thing, they're taking him to a machine that'll remove the Omnimatrix from Ben's wrist and scramble the kid's brain. Any advice you can offer to help the kid keep his memories?" Tetrax asked.

"The watch has been tracking all of Ben's DNA since he was ten years old. Once the Ultimatrix attaches to his wrist then it'll be like nothing happened."

"And the old Omnimatrix?"

"Don't worry about that. Once they get the old watch off then simply slip the new one on."

A pedestal rose from a hatch and encased in a cylinder of glass was the Ultimatrix shining on display. The device radiated power that captured everyone's gaze, they were standing behind the strongest weapon in the known universe. A metal case enveloped the weapon before the glass rose off the display. Gwen slowly reached for the case and shivered when the cool metal touched her warm fingers. She turned to Cooper with a serious look in her eyes.

"I promise you that if it comes down to it, I won't hesitate."

The group were about to exit the room when Azmuth's voice rang out, "Er, one more thing, bring my idiot apprentice back to me."

They nodded to him before setting off for their next journey. The walk back to the ship was light-hearted. One step closer to Ben's rescue. One step closer to beating the Plumbers. Tetrax plugged in the coordinates for Euphrosyne.

**PAGE BREAK**

Gwen didn't expect to see the vast number of city lights from so high up in the sky. It turns out that Euphrosyne is an entertainment planet that is sponsored by several other planets and governments. As Tetrax lowered their attitude, Gwen was able to make out hundreds of skyscrapers and even from this distance the extremely bright neon lights that advertised casinos and clubs. Tetrax weaved in and out of traffic, he remembered coming here with Max back in the day. It seems that the planet somehow got livelier.

Hope peeked out the window as they got closer to the ground to see thousands of people moving along the streets. Every corner was lit up with different festivities, aliens laughed and chatted as they participated. Stores and restaurants were in their prime time for customers. The local time was 11:35 at night; an entire planet that never sleeps. It took a while before Tetrax found a spot to land his ship that wasn't a ridiculous price for parking or a valet. The witch stood up and stretched in place as the ship shut down. She couldn't get rid of the dreadful feeling in her gut.

"So the plan?" Lucy asked with a quick glance at Gwen.

"We're looking for a crew member of the warden's ship," the redhead replied.

"They spend their days off on this planet. A little bird told me they stay at the Devil's Hand hotel and casino. Once we get into contact with a person from the crew then we capture him and have Lucy take his place," Tetrax explained.

"Will this work?" Hope inquired skeptically.

"Definitely. She fooled an entire mother ship of those bastards before and she can do it again, right?" he insisted as he looked over at Lucy.

She nodded in agreement, "It'll be a cake walk for me," the blonde assured.

"And we're here for support. Keep a low profile, we don't know who's crawling around this place," Gwen ordered.

Tetrax handed out hand-held radios to everyone, the last thing they needed was to lose contact with each other in this place. The group stepped onto the busy docking platform. It was like Penn Station in New York, ships coming and going as crowds of people bustled about.

"We should split up. I'll go with Hope and you guys stay together," Gwen ordered.

Everyone nodded before going off with their little teams. Gwen was slightly worried about them but she knew they could take care of themselves. She was more concerned about Charmcaster, who hadn't said much since they arrived. The redhead didn't question where the witch was heading, she hoped it was in the general direction of their first clue.

Saying Hope didn't like packed places was an understatement. In fact she'd much rather be trudging through monster-infested forests than be walking around here. The witch wasn't exposed to many people during her life and maybe that factored into her anxiety, but she truly didn't like being around others much. Over the years she made some friends and acquaintances that she was able to socialize with. But Hope couldn't help but wonder if it was these dire circumstances that led to the people around her. Did they really like her or was she just useful? It took her several years to figure out Hex's answer. Hope couldn't fathom a world without fighting, normalcy was a foreign concept to her. Living in a house wasn't her style, maybe it would be easier with Ben, she thought innocently.

Gwen clutched the side bag tight as she kept her head on a swivel. This wasn't just a couple thousand dollars or her phone she was holding on to, this is the most powerful weapon in the universe. She considered leaving it in the ship but her mind immediately shot that idea down. The Ultimatrix won't leave her side until they rescue Ben. She couldn't shake the feeling that someone was watching them. It sounds silly in a sea of people, but Gwen sensed a menacing aura in this place.

"Hey, slow down a bit," she called to the speedy Hope. "What's the rush?"

"I thought you wanted to find this crew mate as soon as possible," the witch replied.

"Yeah but losing each other on the way isn't worth it. Magic or not. Radio or not. We should stick together."

Charmcaster sighed grumpily but slowed down nonetheless. She wanted to get out of this place. The eyes on them were basically burning holes into the back of her head. Whoever, or whatever, has been watching them for quite a bit now. As soon as they took one step off the ship, she sensed the presence. Hope could only assume that they didn't see them as an easy pickpocket. She sucked her teeth as she tried to get a read on where it was coming from. They're good. I'll give them that, she told herself.

"Do y'all ever get the feeling that-" Cooper started.

"Someone is watching you," Lucy finished as she glanced at the blonde.

"Yeah," he conceded, looking over his shoulder.

"Stop that!" Tetrax hissed sharply. "We don't want them knowing that we know. Let's move to a more secluded place, we might be able to draw them out if there's less people."

The Trio walked a couple blocks and crossed several streets to arrive in a small alleyway. Tetrax felt the unknown eyes follow them the whole way, he figured they must be on a high point like a rooftop or balcony. There were a couple scrambled people shuffling through the alley but it's the best you could get in such a crowded place.

"So you did know I was following you," a robotic voice announced.

The sound of several metallic legs tapping concrete echoed in the small alley. Tetrax glanced behind him to see the familiar cybernetic face of Kraab, a rival of his, back from his bounty hunter days.

"Any particular reason you're here?" Tetrax asked with fake curiosity.

"I always hated when you played dumb but I'll play along. Bounties were placed on all of your heads, one million credits per body. But I'm willing to let you slip away out of respect for past endeavors, of course only if you give me the two fleshbags standing next to you."

"Who hired you?"

"Oh Tetrax, you know better than anyone that a good hunter never gives up his client," Kraab retorted.

"Then you should know that a good friend would never give up his allies."

"Seems like you've gotten soft since you left the a shame," Kraab stated as he activated his massive pincer.

Tetrax glanced at Lucy and yelled at her to inform Gwen of their situation. Lucy followed his instruction and pulled out her radio, but she heard loud static when trying to talk.

"A good hunter also comes prepared. That includes bringing a jammer to cut all communications," Kraab called out.

The former bounty hunter sucked his teeth, he wasn't too keen on fighting Kraab at the moment; especially when they had no other information. Tetrax pulled a strange-looking pistol from his holster and aimed it at Kraab, who backed up hesitantly. The diamond alien smirked before pointing the barrel up and firing. A massive flare shot up into the air and lit up the dark sky.

"Go find the other two, Cooper," Tetrax commanded.

The blonde nodded and removed a device from his pocket, he stood still as the silver armor shifted around his body. Cooper shot up upwards, a small missile slipped past his face as he cleared the roof. He glanced at the floating, magenta, robot-like alien for a second and rocketed off in search of Gwen with the new hunter on his tail. Tetrax looked up at the quick altercation and his mood immediately got worse. Why was sevenseven here? He asked himself. He didn't have time to worry about Cooper, they already had their own problems. Kraab was meticulous and calculated, it'll be hard to defeat him without a proper plan. Their only option right now was to: run. Tetrax grabbed Lucy's hand and took off for the other side of the alleyway.

"Look at that," Hope pointed out.

"Fireworks? No, that's a flare!" Gwen worried.

"You think?"

"That must be from Tetrax! They're in trouble!"

Gwen was about to charge in the direction of the flare, when an arrow entered her shoulder at high speed. She shrieked loudly as pain shot down her arm. Charmcaster yelled her name in concern and stepped forward to help when a canister landed at her feet.

"Oh fuck," Hope mumbled.

A concussive blast blew the women off their feet; Hope crashed into a vendor cart while Gwen landed on her back. The silver haired witch opened her eyes to a small framed alien in a purple full body-suit floating above her. She shifted her gaze to Gwen laying in a small pool of her own blood, her eyes twitched at the unbelievably scene.

"Gwen!" she choked out.

Her vision was slightly foggy but that didn't stop her from standing and shaking off the dizziness. Some people had gathered around to see what was going on but the crowds of people kept them hidden. The alien she saw earlier had disappeared from sight and her only focus was the injured Gwen. Hope knelt beside the sorceress and began to perform a healing spell on her.

Gwen slowly opened her eyes to a woman chanting over her, it took her a second to realize the woman was Charmcaster. The numbness that had taken over her arm was subsiding and she tried to vocalize her thanks, but was interrupted by a blade entering Hope's chest. A wet liquid stained her face as Hope coughed up blood. Gwen was too aghast to catch the witch falling onto the concrete. She watched Hope choke on her own blood for a few seconds before the color leaked from her purple eyes.

"NOO!" she screamed.