Hey there! Thank you for sticking with me. I know I'm kinda slow, but I think it's worth it! This arc is coming along very well, if I do say so myself! Without further ado, I hope you enjoy!


Ben has never truly felt fear.

It'd be a bold claim for anyone to make, of course, but he's reasonably certain that, even through his toughest moments, he's always been fairly confident that things will work out in the end. Even when he was ostensibly shot dead by SixSix, even when faced with the prospect of having to explain to Julie's parents how their daughter lost an arm in his company, he's always had an inkling that everything will, at least eventually, be alright.

When Vilgax drops down from the crest of the Chimeran Hammer and onto the scorched battlefield, crushing a dozen or so of his own robotic soldiers under his feet without a second thought, he begins to feel like things might not go his way this time.

The warlord looms over him, and Ben feels true fear for the first time.

For a moment, nobody moves - not Vilgax, not Gwen or Heatblast, not even the warlord's forces. Then, all at once, the drone army advances on Arcadia - distinctly ignoring the teenaged heroes, this time.

Vilgax stares at the cousins, his glowing crimson eyes narrowing in vague recognition. "I need no knowledge of Terran biology to know you are Tennyson's progeny." -he says, derisively. "One cursed with the Spark of the Anodite, one claiming the greatest weapon in the universe as their plaything. How very...predictable."

"Call off your forces, Vilgax." -Heatblast growls. "Leave this planet, or be destroyed."

"If you're going to threaten me, do so wearing a skin less trivial than a Pyronite's." -Vilgax retorts, unimpressed. "Surely there is something in your undeserved arsenal that can actually harm me."

Heatblast falters. Considering they just disintegrated a horde of robots, Vilgax's flippant attitude doesn't exactly bode well. They try it, regardless, pooling a densely concentrated ball of plasma between their hands and tossing it at the warlord's chest. Vilgax doesn't dodge - doesn't even move, letting the flaming projectile land, engulfing his torso in flames. As the plasma subsides into regular flames and subsequently dies down, they realize that Vilgax remains entirely unharmed.

"You insult me, Tennyson." -Vilgax goads. "You face one of the galaxy's greatest warriors, not one of the pitiful challengers I sent to gauge your mastery of the Omnitrix. You claim to be this world's protector? Prove it to me."

A flash of green, and Four Arms roars defiantly. "You asked for it, Vilgax!"

The multi-limbed titan charges forth, and Vilgax rushes to meet him halfway - faster than any multi-ton, fifteen foot tall creature should be. Four Arms barely dodges under a deadly swipe from the Chimera's claws, delivering a three hit combo to his midsection - the highest point he can reach, freakishly tall as Vilgax is. The blows shake the ground around them, packed with enough force to compete with some of Earth's strongest powerhouses, but neither Vilgax nor his armor buckle, backhanding the crimson strongman with ease.

"More, Tennyson!" -Vilgax demands.

Four Arms grunts, reeling from just that single hit. He's replaced by Big Chill, who pours all that they have into their mouth, blasting the warlord with a beam of sheer cold - so much so that the heated dirt left behind by Heatblast's flare cracks and pops from the temperature differential. Vilgax is encased in a tightly packed block of ice, but their relief lasts only a moment; the warlord bursts out with little effort, forcing them to go intangible and Gwen to project a shield to avoid being stabbed by icy shards.

Gwen shouts, blasting Vilgax with a beam of pure energy that actually drives him backward, forcing him to cover his head and torso with one of his arms. To the cousins' surprise, his eyes glow even brighter, and he blasts a beam of crimson energy that bends in midair, arcing over the battlefield in a jagged zig-zag and hitting Gwen in the back. She screams in pain, and drops to the ground, barely conscious.

Vilgax growls; the arm he used as a shield is covered in blisters and horrific burns, but it promptly begins to heal. In a few seconds, he's right back to normal. "Even at a fraction of her true power, the Anodite outclasses you, Tennyson." -he taunts. "Surrender now, lest you disgrace the Omnitrix any further."

Enraged, Ben becomes Echo Echo, swiftly multiplying into a dozen clones. They all shriek, simultaneously, a torrent of sound 300 decibels strong - and thus nearly as loud as the loudest sound ever recorded on Earth - channeled directly at the warlord. The sonic energy is powerful enough to level mountains - and certainly would deafen anyone in a hundred-mile radius if Echo Echo's control weren't so incredibly precise - but Vilgax is merely brought to his knees. The copies merge back into one, and transform into Goop, who spreads itself all over the warlord, completely enveloping him and turning into the most potent acidic form they can.

Vilgax roars in pain; even his incredibly tough armor and his healing abilities can't completely shrug off a pH of 0, so he pokes out a few of his tentacles out of the acidic film, and blindly grabs at Goop's gravity projector until they snatch and crush it. Goop immediately loses cohesion and stops clinging to Vilgax, but they manage to turn into Heatblast and hang onto Vilgax's chest, exploding into the same kind of flare that devastated a portion of his armies just a few minutes prior.

Heatblast stumbles away, exhausted, their proud corona reduced to a mere few flickers of flame protruding from the cracks on their stone-like body. They approach Gwen, who's panting from the effort of protecting herself from yet another outburst. Her clothes are in tatters, barely clinging to her body, itself almost completely revealed as that of an Anodite.

"Did you do it?" -she whispers.

Heatblast kneels down, taking deep breaths so as to revive their flames. "I think so."

"Think...again…" -that dreaded voice gasps, clearly pained.

The cousins turn to see Vilgax, struggling to stand upright, the front of his body looking like something Geiger and Lovecraft might've lovingly crafted together; his chestplate has become flash fused with his flesh, which has begun to regenerate around it. Half of his face was burned away to reveal a metal skull underneath, part of a skeleton his boneless flesh must've built itself into bipedal form around. Dozens of tentacles slowly mend themselves back to normal, and subsequently twist and turn tightly around each other until they resemble muscles. Even his mask is pulled back into place, damaged as it is.

Vilgax stretches, testing his reformed body. "Better, Tennyson." -he acknowledges. "But not quite enough."

With another flash, Diamondhead stands tall. "I'll never give up." -he says, his hands turning into lethally sharp blades. "And you won't hurt anyone else!"

The warlord laughs, cruel. "You will learn, boy, that it is not up to you." -he says. He lifts his massive arms overhead, and holds them there for a moment as the strange cylinders piercing them sink into his limbs. His arms become engorged, easily twice as thick as before - and charged with crackling crimson electricity, he brings them down onto the ground.

Diamondhead barely has enough time to huddle over Gwen before the world explodes around him.


To her credit, Julie's mom rushes her daughter and tries to peel Ship off of her, common sense be damned, as soon as the immediate shock has passed.

She's unsuccessful, of course - Ship is seamlessly fused to the prosthetic, and doesn't really think of a single, terrified human as a good enough reason to let go - but that doesn't stop her from trying.

"Mom, stop! I'm fine, I swear!" -Julie tries to pull away, as gently as she can manage.

"How the hell can you say that!?" -her mother asks, befuddled. She fruitlessly paws at the smooth metal surface of the arm. "That thing is eating your arm!"

Julie's father runs up to them, too. "Juliet, what is going on?" -he asks, extremely concerned. "What is that thing?"

"It's a friend! It's helping repair my arm." -she blurts out. "My mechanical arm."

Kevin winces as the older Yamamoto's stop what they're doing. "I'll, uh...check for stragglers. C'mon, Stuart."

"Right." -the Durian mutters, awkwardly, stepping out of his taco truck and following the teenager away from the scene.

Julie sighs. It's far from an ideal time to discuss this, but there's nothing for it - cat's out of the bag, and then some. "Ship, pull back, just for a little bit."

The Extrusion obediently - if reluctantly - lets go of the Kree prosthetic, hanging onto Julie's shoulders and staring curiously at her parents. The cybernetic arm is good as new - even if it does feel distinctly clunkier now, knowing how much better it can be. She inputs a sequence onto its forearm panel, and the arm detaches from its socket, landing on her waiting palm. Julie tries to suppress the panic she instinctively feels as her brain tries to feel and move a limb that isn't there.

Whatever else happens today, Julie hopes she'll never have to hear her mother's anguished whimper or see the blood drain from her father's face like that ever again.

"Who...who did this to you?" -her father asks, with a cold fury she's never heard from him before.

Julie nods at the warship hovering in the horizon. "Someone hired by the guy responsible for that." -she says. "He can't hurt me anymore, I promise."

"But he did hurt you." -her father says. incredulous. "My God, Julie, he cut your goddamn arm off! When did this even happen!?"

Julie winces. "A couple weeks ago." -she admits, reattaching the arm. "Ship is new, though."

Ship eagerly merges back with the prosthetic. In the distance a second miniature sun goes off - she can only hope Ben is kicking Vilgax's ass, though considering the first one a few minutes ago already looked rather apocalyptic, she can't imagine it's going all that well. Her parents flinch, but she doesn't - she's used to the light show by now.

"How did we miss this?" -her mother laments. "How could we be so blind?"

"Don't blame yourselves." -she says, softly. "The arm has a camouflage function. There's no way you could've been able to tell."

"We're your parents, Julie!" -she argues. "We should be able to tell when our daughter is hurt!"

"And you should be able to trust us with something this big…" -he mutters.

"I'm so sorry, I just...I didn't know how to even bring it up." -Julie confesses. "'I lost an arm saving my boyfriend's life' isn't exactly something you chat about over taco night."

Her dad frowns. "Ben? He's involved in this, too?"

"Was he hurt?" -her mother asks.

"Yeah, but...we got better, both of us. He's the one protecting us right now." -she says.

Just then, the horizon explodes; a massive dome of red energy blooms below the Chimeran Hammer, extending for miles, stopping just shy of the city limits. A pit forms in her stomach - the explosion would've swallowed Ben and Gwen, undoubtedly, but it would've also reached S.H.I.E.L.D.'s forces. The Tennysons must've survived - they have to - but she has no idea how Coulson and his team could possibly escape.

Not that she's a fan of S.H.I.E.L.D., but...well. death by something you can't even fight is no way to go.

Fortunately - and unfortunately, as the whole-ass drone army seems to be hot on their heels - S.H.I.E.L.D.'s forces did survive, at least to some extent, a half dozen retreating towards them. Coulson pulls up beside her, looking frazzled but unharmed.

"C'mon, let's go!" -Coulson urges them.

Kevin jogs up to them. The drones are closing in, just out of range. He and Julie share a look, and nod in mutual understanding. "We're going to buy you some time." -she says, determined.

"You are most certainly not, young lady!" -her father forbids. "We're getting to safety, and you're explaining everything that's happened without our knowledge."

"If we don't do this, there isn't gonna be a safe place." -she counters. "I'm sorry, but we don't really have a choice."

The drones are in range now, and start shooting at the convoy. The agents return fire, but regular bullets rarely do the trick - unless they manage to hit a soft spot, such as the eyes or joints, they merely dent their metal plating. Kevin grabs onto a nearby steel pole, absorbing the material to her parents' shock. He fearlessly charges the enemy, heedless of the blaster bolts bouncing off his impervious skin.

She starts to run, too, but her father grabs her metal arm, his eyes pleading for her not to go. "Please." -he begs. "Don't go. It's our job to keep you safe, not the other way around."

Julie smiles, sad. "Not this time, dad. I can't let them do this alone. And I can't rest until I know you're safe." - she says. Her arm becomes an energy canon of some kind, as if reflecting her desires. The shock of the sudden shapeshifting makes her dad let go. "Stay safe. I promise I'll be back."

Her parents reach for her once again, but Coulson holds them back, trying to herd them into the SUV, and letting Julie join the fray. Green energy beams blast out of her arm, immediately taking out some of the enemy drones.

"They're good kids, Mr. and Mrs. Yamamoto. Stronger than any of us would give them credit for, too." -Coulson tells them. "I'll come back for them once you're safe."

Julie's parents can only nod, mutely, staring in equal parts fear and awe as their daughter takes on an invading alien army like a seasoned commando.


Diamondhead staggers out of the broken dome he hastily erected around him and his cousin, hairline fractures running through his entire form. It shocks him, to say the least - if not their constructs, Petrosapiens themselves are meant to be invulnerable to all but the mightiest of blows - but at least he managed to protect Gwen, unconscious under him. The cracks slowly start to repair themselves, a painful process he's nonetheless thankful for.

Why an invulnerable crystal species needs the ability to feel pain, he'll never understand.

"I wonder." -Vilgax muses. "Is it wisdom or luck, that led you to pick a form that would survive that which would've slain most any other?"

"I didn't choose Diamondhead so I could survive." -he retorts. "I did it so I could protect Gwen."

"A useless gesture." -Vilgax says, derisively. "Nothing I can do could kill an Anodite. Short of an Infinity Stone, those blasted fae creatures are immune to all but their own boredom."

"But you hurt her." -he says, finally standing upright. "And I can't forgive that."

Vilgax saunters forth, looming over Diamondhead. "I require no forgiveness. How much you and yours need to suffer today is entirely up to you." -he taunts. "Give me the Omnitrix, and I'll leave this miserable planet to its own fate."

Diamondhead narrows his crystalline eyes. "What do you even want it for? Forget about me, what could be worth challenging Grandpa Max and the whole Nova Empire?"

"My reasons are my own, not that you would understand them."

"Try me."

"You are a child, Tennyson. Naive, hopeful. Your world remains pristine, unmarred by the horrors of cosmic war - and that is how you wield the Omnitrix. Playing at being a hero, unaware of what a real villain is."

"Think I'm staring at one right now." -he challenges.

Vilgax cackles. "Please. I couldn't pretend to be a true villain. A villain would've blasted you and your little town from orbit - picked the Omnitrix from your ashes. A villain would've slaughtered millions before even attempting to coerce you into relinquishing the watch. Myself, I don't have the stomach for it. Not after being at the mercy of true evil." -he says, more somber than Diamondhead could've ever imagined him sounding.

"Then why stoop to their level?" -Diamondhead tries to reason. "Even on a smaller scale, the people of Arcadia don't deserve their homes and lives being threatened."

The warlord extends his hand. "The Omnitrix." -he demands, once more. "You hold the key to a vast conflict, Tennyson - one a millennia in the making. The entire galaxy awaits with bated breath at its conclusion. With Azmuth's superweapon, I could finally bring an end to it - to the Mad Titan at its heart, and the genocidal crusade he has unleashed upon everyone in his path."

"But the Omnitrix isn't meant to be a weapon." -he counters. "It's intended to protect, not destroy."

Vilgax scoffs. "Azmuth's tired rhetoric has no bearing on reality. Regardless of its intended purpose, the Omnitrix has ever been an instrument of destruction. I would point it at someone deserving."

Diamondhead shakes his head. "Maybe the Omnitrix has been an instrument of destruction in the past. Something to fight over. But I have a chance to redeem it - to use it in the way it was intended, as a bridge between species, as a shield to protect those who can't protect themselves. Even if I agreed that this Mad Titan should be defeated...I'm sorry, Vilgax, but I can't allow you to corrupt it again."

Vilgax's eyes narrow. "Then, as you said, you leave me no choice but to stoop to their level."

The warship above them rumbles; one of its point-defense laser turrets swivels towards Arcadia, and unleashes a single bolt that strikes at its outskirts. An entire neighborhood is eradicated in the blink of an eye, smoke and flames flickering where homes once stood.

Diamondhead roars in anguish, turning around and tackling the warlord with all the strength he can muster. The two tumble to the ground, where the Petrosapiens pummels Vilgax's face with fists that have morphed into spiked maces. Vilgax bleeds, dark green ichor splattering on Diamondhead's chest and face, but he still laughs cruelly at Ben's wrath, grabbing him and tossing him aside. His wounds heal as he stands again, jumping into the air and slamming down on Diamondhead's prone form.

The warlord is confused for a moment, as he discovers his fists have struck empty ground, then he roars in pain as frost blooms from his core, Big Chill flying through him. The Necrofriggian turns into Goop, who becomes adhesive and clings to Vilgax's arms, pulling them back. Something frozen breaks inside Vilgax's armor, who hisses in agony.

Still, Vilgax chuckles, raggedly. "You can't kill me, child. Your elder couldn't. The Nova couldn't. Even Thanos himself failed to end my life. I made sure I could survive anything, until I've completed my revenge." -he jeers. "Surrender now, or the Hammer will target the Terrans fearfully huddled at your town center next."

Goop struggles, both in holding the giant in place, and choosing between failing Max and Azmuth, or failing his home and friends. "Make the choice, Tennyson." -Vilgax pants. "And be grateful you were given one."

It almost takes Goop a moment too long, but finally, it lets go. Neon green bathes the battlefield, and Ben stands before Vilgax, defeated. He sighs. "You win, Vilgax." -he says. "Just...please, promise you'll leave Arcadia alone."

Vilgax can't smile, but Ben can still feel the alien's glee at his triumph. "As soon as the Omnitrix is unbound from your wrist, I will leave. You have my word as a warrior."

Ben won't believe it until he sees it, but he nods. He holds out his arm. "Take it, then."

If Vilgax could roll his eyes, he would. "Were it so easy, I would have taken it from you already. No, Tennyson. I'm afraid the process will be far harder and more painful than you expect." -he says. He doesn't exactly sound sorry about it.

A large panel under the Chimeran Hammer opens, and a beam of sorts envelops them both, cancelling out gravity and pulling them towards the dreadnought. Vilgax laughs that cruel laugh of his again. "If you're lucky...you might even survive it."


I'm going to do my level best to have the next chapter done in two weeks! The next update will come along with the crossover chapter in The Girl Who Could Knock Out the Hulk, AND an entry in a brand new work (exclusive to AO3, at least for a while) that'll consist of unseen moments in this universe that don't quite fit in the major fics, so look forward to that!

As always, thank you for your attention! Make sure to comment or message me if you have any questions about this story. Look me up on Twitter as Darthkvzn or Tumblr as darthkvznblogs if you'd like - and on Ko-fi, as Darthkvzn, if you like what I do and have a buck to spare.

Until next time!