A/N: I got a request to explain Ben's backstory. In this universe, I would like to say it's non-cannon, Ben never took off the Omnitrix in destroy all aliens, he's been a hero ever since. Azmuth reconfigured it and added the evolution function incase something ever happened and he'd need an extra boost in power. And the last four years he's been unlocking aliens left and right. When he turned 14, he vanished into thin air, not even Paradox could locate the boy. Since then, Ben hasn't attempted going home, sure he misses his family, but he can't do anything about it. Since then he's been laying low and hasn't revealed himself till the Vaccine Man incident and the way he got his apartment was easy no one wants to live in City Z because of all the monster attacks that happen there.

One important point, there hasn't been a threat as big as vilgax in Ben's old world and Albedo doesn't show up till Alien Force, so he didn't ever actually use the evolution function so his fight with Maxine Man was his first time going ultimate and honestly he's gonna be using it alot more throughout the story.

Btw I also got a comment saying to scan Boros since he actually is an alien and I was like bruh that would be awesome so look forward to that Ben vs Boros fight.

Chapter 3: Echo For Your Thoughts

"Now tell me why does this 'House of Evolution' want my Master?" Genos demanded answers from the Cyborg Gorilla.

"I'd wish you'd stop calling me that." Shocksquatch walked over to them with his giant arms crossed over his chest.

"You may have beaten me, but I am currently the third strongest in the House of Evolution. You'll never defeat the Beast King." He stated in a robotic voice.

"Beast King? You mean the giant Lion? I laid him to rest moments ago." The Gimlinopithecus stated plainly as he cocked his thumb back to reveal a giant Lion dead behind him.

Shocked by the sudden realization how strong these two were immediately dropped his act, "I'm sorry."

"Hey, what happened to your voice, eh?" The Canadian yeti asked as he dropped his robot voice.

"Answer him." Genos glared darkly at the damaged Gorilla.

"I like to do the voice since I'm, ya'know a Cyborg." He stated plainly, "I'll start from the beginning. Long ago, there existed a brilliant young scientist through the musing of his astonishing genius. He was able to make a number of significant contributions to human knowledge. Eventually, however his accomplishments led him to disillusion the world. Though he was constantly showered with praise for the intricaties of revolutionary creations of the human mind. None of his ideas or theories, have not even been given the slightest bit of support from the scientific community. Rather than advancing human civilization, his goal was the artificial evolution of humans as a species. That was the dream he ever had." The Gorilla explained.

"Why was he so concerned with evolving when there's only so much humans can accomplish." The yeti-like alien asked.

"He wanted to prove his theories were right, if animals could evolve why couldn't humans." The Cyborg Gorilla answered, "I'll continue with the story. Not a single person came forward to help him achieve his vision."

"He sounds insane." The Canadian Yeti replied as the armored Gorilla sweatdropped at his comment.

"He devoted himself to his research, but it was only after he turned seventy, he had finally found the results he was desperately looking for. First the scientist regained his youth."

"Sheesh, how old is this guy." The Gimlinopithecus deadpanned.

"Next he begun cloning himself on mass, he named his laboratory the House of Evolution. Then with his clones he conducted countless experiments with animals creating new life and new species. His experiments then shifted to human subjects." He explained, as Shocksquatch slammed his hand onto his Omnitrix badge reverting back to normal.

"So what does he want with me?" Ben questioned as he cocked his eyebrow at the Cyborg enhanced Gorilla.

"He's seen that your able to evolve and wants to run a series of tests on you to find out how you did it."

"Great, I'm not gonna become someone's lab rat. Come on Genos, we've got a party to get to." Ben said as he started walking away.

"Wait, right now?" Genos questioned as he followed after the departuring teenager.

"Yeah, I've got things to do later, so might as well go on and get it over with." He replied.

'Things are not looking good, I better tell the Doctor.' He thought as he opened his head to reveal a small satellite and dish.

"Hey you!" Genos shouted as he immediately closed his opened head.

"Um, yes?" He asked in a scared tone.

"I have one last question." He started in a dark tone, "Did the house of evolution's Cyborg start over four Years ago? How many were created?"

"I'm not really sure, in the house of evolution I'm the only combat Cyborg."

"Impossible, our elite force was destroyed by these archaic humans!" He shouted in anger as his creations were destroyed.

"According to Armored Gorilla's report the two responsible are on there way here now." Clone 33 spoke as the computer pulled up pictures of both Shocksquatch and Genos then Shocksquatch turning back into Ben.

"Your telling me, a little kid defeated my elite force!" The scientist yelled in anger as he looked at the scrawny shaggy haired boy.

"If they manage to make it here, all of our research and everything that we've been working on could be destroyed." Clone 21 responded.

"We're in serious trouble." Clone 78 stated.

The scientist raised his arms in anger, "We're forced to use our trump card." He stated causing all his clones to go wide eyed at his statement, "Begin preparations for the release of Carnage Kabuto."

The clones looked on it completely shock and fear as he uttered the name of the strongest creation, 'Carnage Kabuto.'

"No way." Clone 50 said in fear.

Everyone begun freaking out thinking about how much destruction, there strongest test subject would cause.

"He's right it could be the only way to stop them." Clone 45 replied.

"This is too dangerous." Clone 23 exclaimed.

"Quiet down, it'll be our very last result." The scientist exclaimed as he glanced towards the screen.

"But sir-" Clone 33 begun, but was quickly cut off.

"We'll start, by activating all our traps, from the first floor to the eighth. If we're lucky there'll take care of our intruders." He exclaimed arming the traps inside the building, "I'm aware of what will happen to us if we fail especially to me."

Deep in the mountains two blurs were seen racing up the towards the House of Evolution. They had acquired the location from the armored Gorilla. Genos and a black and blue feline like alien were running side by side.

"I didn't know we'd be running the whole way Master." Genos replied to the Citrakayah known as Fasttrask.

"How else would we get there." He responded as he and Genos rushed up the mountain at blinding speeds.

"I was under the impression that you have a few aliens that can fly." Genos concluded which made Ben deadpan.

"GODDAMMIT!" Ben yelled loudly as he had several aliens that could literally fly. This brought down his mood even more.

They made it to giant rocks and with amazing agility they launched onto the large rocks sending them upwards at insane speeds. They quickly jumped over the trees and saw the large fortress standing in front of them.

"It is amazing, how your never late. You are a true hero."

Fasttrack rolled his eyes as the duo landed in front of the fortress, "Are you kidding, I'm basically right where the action is."

"We're here. This is the place we were told about." Genos replied as they gazed at the large laboratory. Fasttrack hit his badge and reverted back to normal.

Ben stuff his hands into his pockets and scoffed, "What no welcoming party?" Ben looked over the building, "I'm assuming and kinda spitballing here, but I'm guessing it's eight stories tall."

Blue lightning started generating from his arms as they started charging up throwing his arms forward the firepower leveled the entire building.

"Sheesh, we could have knocked on the front door and alerted them that we were here. You didn't have to blow the shit to smithereens." Ben paled as the eight story building was blown away with the nature surrounding it as well.

"If we did that then we could have activated traps they had set for us, I thought it would be more efficient to do it this way then that way." Genos answered as he walked through the destroyed area.

"I see." Ben replied sweat dropping down his face, 'Yeah it's official, he's completely insane.' Ben thought as he followed after Genos. They looked around when they found a steel door on the ground.

"Have you found something Master?" Genos questioned as an emerald flash engulfed the area as Ben was replaced by a twelve foot tall four armed monster.

"FOUR ARMS!!!" The Tetramand yelled as he gripped the edges of the steel door and ripped the screws straight off it's hinges, "Trap door, could possibly lead to a basement."

"Your right let's be on guard the way down." Genos suggested as another emerald light engulfed them as Ben reverted back to normal and nodded his head in agreement. Ben hopped through the trap door followed by Genos.

It was a long empty tunnel with bright white windows and pipes along the walls. Screaming could be heard from the empty hallway and soon followed by gunfire.

The clone was firing at a large beast standing in front of him, but the bullets weren't doing anything to him, "Stop it! Just stay away!" He yelled as the monster punched him straight through his chest and exploded like a balloon. Blood splattered all over the floor as the large monster let out a long exhale.

The scientist entered the large room as chains could be seen running along the monsters neck, "Hey Carnage Kabuto." He called out to the large creature.

The creature now known as Carnage Kabuto turned around. He looked to be a giant brown dung beetle. His body looked to be covered in heavy duty armor, pink lines were seen running along his legs, back, and face. He had a large horn on top of his head with wings on his back.

"Tell me, are you feeling alright? It would appear you killed a bunch of my clones again. Are you satisfied?" He questioned the insatiable monstrosity as it turned around to look at him smiling widely.

"Fool! Why would I be satisfied? I've been kept locked up deep within the Earth. I'M THE STRONGEST WARRIOR WITHIN THE HOUSE OF EVOLUTION!" He screamed in rage as he gripped his collared chain and crushed it with his large hands.

"You were imprisoned, because your mentally unstable. We couldn't control you, there was no choice in the matter." He stated wanting to be able to control him, but couldn't.

He stomped his feet cracking the ground beneath him, "You couldn't control me?" He laughed wholeheartedly at that statement, "Moron! I'm the ultimate combination of the new human you guys have sought for so long. My intelligence and physical strength are incomparable to your own. The way I see it, you and all your clones should be the ones obeying me." He said in a superior tone. As his tongue flopped out of his mouth.

'No your a failure, it's true you preform at unheard of levels, but you lack humanity.' He thought too afraid to say it to the monstrosity, "Go ahead and kill me if you want. Plenty of clones could take my place." He stated with a downcast expression.

"Huhhhh?" He stated confusedly at his request.

"But I have a favor to ask. There's a specimen, I simply must have." He quickly pulled up a picture of the teenager and a blond Cyborg next to him. He had an annoyed expression with shaggy brown hair, emerald eyes, black t-shirt, and a green leather jacket that had a black patch with the number ten on the left side and a horizontal white line with two vertical white lines on the right arm sleeve, "He's proving to be extremely strong, cunning, and above all dangerous. Only you can defeat him. I want you to catch him for me."

Carnage Kabuto chuckled maniacally as he stared at the teenager.

"Dead or Alive."

The two partners tredged through the endless hallway, "This basement is annoying, when are we gonna reach the room." The alien hero cried out as the two kept walking down the hallway. When Genos quickly stopped catching Ben's attention, "Something wrong?"

"I sense living beings deeper inside." He replied when his yellow eyes widened in surprise, "Master, two of them are approaching us."

At the end of the hallway it sounded like lights were being smashed. Ben's eyes narrowed as he could see a large figure rushing out of the darkness, "YEAH! HERE WE GO!" His voice echoed throughout the quiet hallway. He was holding the scientist by the back of his shirt, "WHICH ONE IS IT?!" He shouted.

"The one on the left." He exclaimed.

"In that case we don't need the one on the right!" He yelled as he smashed Genos straight into the wall.

"GENOS!" Ben yelled at his downed partner and quickly turned around towards the monstrosity in anger.

He towered over the fifteen year old without a shred of sympathy, "My name is Carnage Kabuto, we've got a combat experimentation room this way. Let's throw down in there." He grinned sadistically.

Ben glared at him, clearly not afraid of this hulking abomination, "For what you did to Genos, I'll make sure to torture you to death." Ben replied in a cold tone that made Carnage Kabuto smile even wider.

"Sounds great, kid, let's go."

The two beings tredged through the hallway until they came into a large white room. That could hold a full sized Humongousaur. Ben gaped at the room it sure was big, but no matter how big the room was this 'Carnage Kabuto' was going down.

"Pretty big, right? It's the largest room in this facility. This is where we fight to test our combat abilities. Which there's plenty of room here to splatter your guts along the walls." He gloated clearly underestimating the shape-shifting teenager in front of him, "Let's start the killing."

"I couldn't agree more." He stated as he lifted up his left wrist to reveal the Omnitrix, but before he could active it a blast of fire erupted in front of him.

"Ah, still alive are we?" He stated at the Cyborg who just walked into the room. He gritted his teeth and raced forward at blinding speeds.

"GENOS! STOP, THIS IS MY FIGHT!" Ben yelled at Genos who ignored him and advanced on Kabuto. He landed a fast kick at him then flew back a bit and with a burst of speed, he blasted forward with his firearms. Hitting the hulking abomination with blasts from his incinerate cannons, but nothing was working on him. Genos quickly jumped high into the air with his fist cocked back and launched at him.

"Ya'fool." He stated cockily as none of Genos's attack fazed him in the slightest.

"Machine Gun Blows!" Genos replied as at he threw multiple punches filled with his firepower at the hulking monstrosity, but none of them worked as Kabuto punched Genos straight in the face. He slammed against the ground and was soon launched halfway across the room landing in front of his partner.

"Why didn't you listen to me." Ben replied as a shadow was casted over his face as he gazed down at his broken partner.

"I wanted to...show you...I had...what it takes...to beat...this guy." He paused multiple times as a tear landed on his face, "Master?"

Ben didn't say anything as he wiped his eyes and placed his partner down onto the ground, "Don't worry. I'll take this guy down."

Genos smiled lightly at him, "I know you will."

"Done with all your whining and crying, kid?" Kabuto mocked as he gazed at the little boy.

The shadow revealed his right eye that had fury shown in it, "I'm gonna kill you for hurting my friend." He activated the Omnitrix and slammed his hand onto the hologram, in a blinding emerald light in his place was a twelve foot tall brown dinosaur. Sporting the Omnitrix badge in the middle of his chest, but he didn't stop there. He tapped his badge and four prongs shot out and another emerald light occurred. The brown dinosaur's skin was soon replaced with a dark shade of green, he had a helmet with black spikes coming out the sides, he grew an Ankylosaur kind of armor on his chest, torso, and back with spikes running down the sides of his back and chest. He had a dark blue mace covered in spikes, and four silver barrels on both his knuckles to transform into rocket launchers. He sported the evolved Omnitrix badge in the middle of his chest.

"Wow, I can see why the mad doctor wants you." He exclamined with a wild smile on his face, "But lets see how strong you really are." He shouted as he charged forward.

The hyper-evolved Vaxasaurian said nothing and charged forward. The two beings met halfway with their fists charged back. And launched them at each other. The two monsters fists collided letting out a massive shockwave from the demonstration of strength they were disaplaying.

"Your strong, but that won't help you against me!" Kabuto yelled, but Ultimate Humungousaur ignored him and grabbed his wrist flinging him around and letting go. He then raced after him as the huge dung beetle quickly regained his balance to see the hyper-evolved Vaxasaurian charging at him.

Ultimate Humungousaur smashed straight into Kabuto who groaned in pain. He quickly followed it up as he grabbed hold of his face and dragged him along the ground and he tossed him into the wall. Kabuto indented the wall as a mass of cracks shot out from his hole. The hyper-evolved Vaxasaurian's arms morphed into rocket launchers as he fired them repeatedly at the wall. He quickly morphed his hand back to normal. A large dust cloud covered the battle as Ultimate Humungousaur never took his eyes off of the dust.

"Is that the best you've got?" The voice interrupted him as his glare intensified as the large monstrosity came out unscathed as he slammed his large arms together.

The Hyper-evolved Vaxasaurian glared as he approached him they were the same height, "What's the matter cat got your tongue. Since you landed on all those hits it's my turn, right?" Kabuto exclaimed as he punched Ultimate Humungousaur back a few feet and charged him throwing punch after punch while laughing maniacally.

Ultimate Humungousaur was big and bulky and protected by armor, but he could feel every hit come from this monster. Kabuto punched the hyper-evolved Vaxasaurian across the room. Ultimate Humungousaur gritted his teeth as he came charging back at Kabuto who also ran forward. The evolved Vaxasaurian punched Kabuto hard, which knocked him back.

"Wow that actually hurt. Finally stopped holding back, huh?" Kabuto smirked as he held his jaw, but Ultimate Humungousaur didn't give him a chance as he rushed him like a hard charging rhino, and through a series of punches that held twice as much power than the ones he attacked him with earlier.

He swung around quickly as he smashed his mace tail into the abomination's face. Which left him dazed and he quickly punched the monster in the face, 'My punches aren't doing much to him. I gotta find some other way to beat him.' He punched him away and thought about an alien who'd be able to destroy Kabuto. He smacked his evolved Omnitrix and a blinding emerald light engulfed the room.

In his place was a four foot tall alien in a white containment suit, white headphones on top of his head, and a square appendage that resembles an mp3 player that had the #10 on it. The green holes on his hands were sound holes. The inside of his mouth was also green with lines that gives it the appearance of an amplifier, "ECHO ECHO!!" The Sonorosian yelled out as five of himself hopped out of his body.

"What happened to that monstrous dinosaur?" He yelled as he gazed at the tiny sound alien.

"Don't worry about where he went focus on our battle." His amplified voice echoed out as they charged him and then duplicated themselves as they went from six to twelve.

They soon pounced on him, "Get off of me!" He yelled as they hung off his body.

"We got him!" One Echo replied as nine more surrounded him, "WALL OF SOUND!" He yelled as he and the other nine let out a sonic scream which hit Kabuto hard who yelled out in pain as the other Echos also let out a seismic scream as he cried out in even more pain.

Kabuto gritted his teeth as he smashed the ground and knocked the Echo clones off balance. He soon knocked off the other clones off of him, "I'm sick of you! You think cause there's alotta ya! You can beat me! I'm. The. Strongest. No. One. Can. Beat. Me!" He yelled as his rage started building up. When the room itself started turning red.

The Echo clones backed away as he started growing and turning purple with green lines as his eyes went red, "Whenever I get like this I go on a rampage for a week straight!"

"No! You'll kill us all!" The scientist limped into the entrance as he saw Kabuto entering his rampage mode.

"If you wanna finally get serious than so will I. There's a time to go hero and a time to go Ultimate." The main Echo shouted as he tapped his badge and four prongs popped out. His white containment suit turned a dark shade of blue, has green eyes and green cables that attach from his back to his hands and smaller mouth. His head is wide and angular, with a silvery forehead and black "ears" on the sides. His Sonic Disks are green they look like his head, not having a sunken look to them. Two of the spikes on the evolved Omnitrix badge, which look more tubular, connect to the discs on his chest, and a third one seems to crawl up the side of his neck. He also has black stripes on his stomach and legs, "ULTIMATE ECHO ECHO!" His voice shouted in a dark amplified voice.

"YOU WON'T BE ABLE TO HURT ME!!!" Rampage Kabuto yelled as he rushed towards the hyper-evolved Sonorosian.

"We'll just have to see won't we?" Ultimate Echo Echo replied as the purple blur rushed him, being a bit faster his hands shot forward and out blasted soundwaves which brought even rampage Kabuto to his knees.

"AHHHHH!!!" He yelled as he tried to cover his ears in pain, but the sounds intensified as he made them louder.

"I can control soundwaves, amplifing it for my own needs. I can raise the sounds and have your ears bleeding or I can lower the sound just enough for you to wallow in pain and suffer. But one thing I can do is make even the disc's on my body generate sound." The hyper-evolved Sonorosian explained not that it mattered rampage Kabuto could bearly hear anything except the soundwaves been generated from him.

Knowing he can't take the hyper-evolved Sonorosian head on, he slammed his arms into the ground cracking it. He picked up the rubble and started tossing it him. Seeing that he was using the rubble, he immediately dodged the attack. Then noticed he was gone, "I told you, I'm the strongest warrior here!"

He appeared behind him and punched the hyper-evolved Sonorosian across the room. He hit the wall hard, groaning in pain. He looked up as the purple blur slammed his face into the ground, "What happened to that confidence?!" He mocked as he slammed his head further into the ground.

"I'll show you." His voice spoke out as both the disc's in his shoulders popped out and circled around him and let out soundwaves hitting him hard. He immediately dropped Ultimate Echo Echo as the two disc's kept circling him, "It's over." He replied in a dark amplified voice, the two disc's then multiplied from two to ten, "SONIC DOOM!!" The soundwaves from his disc's sent him screaming in pain as his ears started bleeding.

The large disc on his head flew into the air and hovered over Kabuto's semi-conscious form, "One more should finish it."

'No way, he beat Carnage Kabuto! How strong is this kid?!' The scientist stated as the large disc generated massive soundwaves making Carnage Kabuto's head explode. The disc's flew back into his body as he gazed over to the scientist.

"Wanna fight as well?" His dark voice frightened the scientist. He couldn't tell if he was glaring at him, but he didn't wanna find out.

He lifted off the ground and grabbed his unconscious teammate and started flying through the room heading towards the exit, but stopped in front of the scientist, "If you try to hunt me again, next time I won't show you any mercy." Ultimate Echo Echo left with Genos in his arms as the scientist looked white as a ghost.

"Yeah, I think I'm done with evolution." He stated as he looked at the now dead Carnage Kabuto.

The hyper-evolved Sonorosian flew down the mountains as Genos started regaining consciousness. He looked down and saw that he was flying high above the ground and heading back to City Z.

"Glad to see that your awake." The hyper-evolved Sonorosian stated in a dark amplified voice.

Genos looked up at the soundwaves alien, "Master?"

"Didn't I tell you to stop calling me that, for God sake's your older than me!" His voice echoed out as Genos smiled at him.

"You beat him, correct?"

"We wouldn't be flying over the scenery, if I didn't."

"Nice job, so you took my advice on flying is that right?"

"I will drop you." He threatened as Genos once reknown smile quickly was replaced with fear.

"I'm sorry, Master."

"Genos, your my friend. Actually your my only friend. I haven't made one since I got here, so thank you." His amplified voice spoke out as Genos had a smile plastered on his face.

"No need to thank me, Master."

"Please, stop calling me that!"

"Never." He chuckled as he heard the hyper-evolved Sonorosian sigh in annoyance.

To be continued...