Hey all! I hate to go back on my word like this, but I had to split this chapter in half. My writing style doesn't really lend itself to lengthy, 5K word plus chapters, and I found a natural stopping point, so the big triple update I hyped up will have to wait a little bit longer. On the bright side, it's coming along really well! I hope you enjoy!


Julie wouldn't really be able to answer, if someone asked her how on Earth two superpowered teens and twenty-two S.H.I.E.L.D. agents have managed to hold the line against Vilgax's seemingly endless robot horde. It's been nothing but chaos since she decided to join the fray alongside Kevin, to the point that she can barely tell each drone she's slain from the last.

They have held the line, though. Even managed to complete the evacuation of the East side of town a couple minutes before Vilgax's ship sent it up in flames. Nothing to be done about the homes and businesses there, but at least the people are more or less safe.

Coulson, Hill, Kevin, and Julie are currently hunched behind an overturned car, taking a breather from the non-stop action and letting the other S.H.I.E.L.D. agents keep the drones at bay. They've long since exhausted their own ammo, but that's just as well; they've taken to grabbing discarded weapons from the robots, a tried and true tactic from the Chitauri invasion. The alien rifles tend to overheat rather quickly, but they don't appear to need to reload, and they're much more effective than human bullets at damaging the drones.

Hill taps her comlink. "Sounds like the last of the evacuees just arrived at City Hall." -she shouts, over the cacophony of the battle. "Missing a few dozen people, but...none that we could find."

"They could be out of town." -Coulson muses, seeing Julie's worried expression.

"Or dead." -Kevin drawls. "Don't have to sugarcoat the literal alien invasion for us, old man."

"I'm only forty-eight." -Coulson says, offended. "But...yes, that's definitely a possibility."

A harsh buzzing sound blares a few blocks away. Julie looks over the bent car hood to see the head of a large drone - they've taken to calling them Alphas, as the man-sized Betas seem to cluster around them - heading towards their defensive line. Kevin and Julie have each taken one down already, but not without incurring a ton of collateral damage; the last one alone incinerated two S.H.I.E.L.D. agents with a single sweep of its arm laser and tore five buildings down before Kevin managed to climb on its back and tear its delicate neck and head electronics out, swiftly deactivating it.

Coulson swears. "Jesus, another one? How many of these things does he have?"

"Considering he keeps pumping out reinforcements from that ship of his, he might just be manufacturing more." -Kevin reasons. "We need to get inside that dreadnought and shut it down."

"We'd never make it there." -Hill argues. "The only ones who might have a chance are Ben and Gwen, and her comlink went dead when that energy wave happened."

"What's the word on our reinforcements?" -Coulson asks.

"Raptors are two minutes out. Stark shouldn't be far behind." -Hill reports. "But...apparently, the World Security Council is trying to argue in favor of having the National Guard quarantine Arcadia and letting the Avengers do their thing."

"That...sounds like a complete one-eighty from their position on New York." -Coulson frowns.

"I hate to say it, but this has to be retaliation against Fury and the Avengers." -Hill shakes her head. "At least they aren't talking about nuking us yet, I guess."

Julie snorts. "The people in power messing around with a couple thousand lives for the sake of being petty? Color me surprised."

Coulson sighs. "Preaching to the choir, Julie." -he laments.

The Alpha drone bursts through a two story building like it's not even there. Kevin roars, grabbing onto a nearby fire hydrant and coating himself in iron, and charges at it, Julie firing her brand new arm cannon not too far behind.

"We need to get the townsfolk to safety." -Coulson says, watching in awe as Julie narrowly dodges a laser beam and grapples onto the roof of a nearby building. "That ship could fire at City Hall at any time."

"The ship's effective range is dozens of kilometers, Phil." -Hill says. "Short of miraculously finding an old nuclear bunker nearby, it's a moot point."

Coulson's eyes widen. "Maybe we have something better." -he muses. He takes a hand to his comlink. "Julie, that underground place you came out of when we busted you...could we evacuate the townsfolk into it?"

"Uhhh…maybe?" -she says. "But the Trolls living under Arcadia really don't like humans."

Coulson and Hill shoot each other a withering stare. Of course some fantasy stone monsters would be living under this weird-ass town. "I can convince them." -Coulson sighs. "But you gotta get me in there."

Half a dozen Raptors roar a few miles overhead, unleashing a payload on the forces outside of town - they must not be allowed to attack the drones inside the city. The earth rumbles with each missile impact, massive fireballs looming in the distance as the aircraft fan out to the North and South for another bombing run. Some of the Gamma-type drones - the flying ones Ben and Gwen smartly focused on taking out - try to chase them around, but they're far too slow to pose any threat to the fighter jets.

Kevin rips an arm out of the Alpha's socket. Julie jogs up to them, deeming her friend safe enough to leave him to his own devices. The teenager is on her phone - cracked and dirty from the battle, but still functional. "Claire says she doesn't think the Trolls will agree. She's been trying to convince them to help." -Julie says. "But you're welcome to argue your case."

Coulson nods. "I take it I have to get to the canal?"

Julie shakes her head. "Nah, we've got you covered." -she drawls. The Alpha groans as it loses its footing - literally, as Kevin has shattered two of its three limb joints - and crashes onto the street. A swirling mass of darkness appears before them, expanding into a hole of sorts. The tall, wide, redheaded young man they identified as Tobias Domzalski steps out, decked in fancy-looking bronze armor, his massive crystal warhammer slung over his shoulder.

Before Coulson can ponder this sequence of events, Julie grabs onto his bulletproof vest, and drags him into the portal.


"Man, am I glad I bit the billion dollar bullet on the vibranium for these new inertial dampeners." -Tony Stark mutters, starting to decelerate as he rockets past the state line into California. "A hundred and twenty-five million per gram is kinda steep - pretty sure King T'Chaka's laughing all the way to the bank - but...Mach 10 would've knocked me the fuck out by Indiana without them."

"As entertaining as it would be to puppet your body around, Sir, I do believe you make a better superhero than me." -JARVIS retorts.

Tony snorts. "I don't know about that, Jay. Pretty sure you could kick some copious ass if you ever borrowed one of my suits. Maybe I should make you one, huh?"

"Be that as it may, I shall leave these antics to you for the time being." -the AI says, sarcastically. "Approaching S.H.I.E.L.D.-designated restricted airspace."

The genius inventor can see that on his HUD, but he's grown to appreciate JARVIS' running commentary nevertheless. S.H.I.E.L.D. has designated a tentative 'danger bubble' around the alien warship, having stolen one of his satellites in order to identify the vessel's capabilities. Its point-defense laser systems are apparently pretty aggressive, so he'll err on the side of caution and try to avoid being shot at, for once.

He can see it in the distance, his display instantly providing a small, zoomed-in window of the alien vessel. It's a bulbous, ugly thing, the brown and grey hull interspersed with bright orange sections, almost organic or growth-like in nature. It's hard to tell, given his damaged suit failed to save any data on the nuked Chitauri mothership, but this one looks even bigger to him.

Tony takes a deep breath, steadying himself. With any luck, he won't have to go into space this time - and even if he does, gods forbid, Mark XLII is fully rated for exoatmospheric operation. It's only been a little over a month, but he's put in the work. He's come a hell of a long way since he almost died in the experimental Mark VII.

"Shall I play your 'Iron Man' soundtrack, Sir?"

Stark grins. "You know it, buddy. Let's get to work."

AC/DC blasts in his helmet, and the armored Avenger hurtles into battle.


Kevin grits his teeth as an Alpha's searing laser washes over his metallic skin. The protective shell holds, but he can feel it slowly cooking him alive. He sluggishly tries to run away, but the beam still tracks him for a second, before it suddenly cuts out. He groans, glowing red hot, as he looks up and sees Toby beating the crap out of its head with his magic, flying-enabling warhammer. He sheds the transformation, gasping for air as he cools off.

Hill offers him a hand. "You alright, kid?" -she asks, concern plain on her face.

He grumbles. "I feel like I just had a nap inside an oven." -he pants, taking her hand and pulling himself up. "But...yeah, I'm alright."

"We should pull back." -Hill says, tiredly sighing at the fresh wave of Betas marching towards them in the distance. "We have too many casualties to keep holding this position."

Kevin winces as Toby narrowly avoids a swipe from the Alpha's claws. "Yeah, I get'cha. Get your injured outta here, we'll buy you some time."

A teeth-rattling boom draws their attention; the Chimeran Hammer has shot one of the Raptors, currently falling out of the sky in flames - the pilot must've been forced to maneuver too close to the point-defense systems.

Hill curses. "Sitwell, tell those damn mavericks to get away from the ship." -she yells into her comms.

The pilot ejects from the aircraft, seconds before its fuel pods explode - but, even as his parachute successfully deploys, he's falling smack dab into the midst of the enemy swarm. Toby, bless his soul, abandons the fight with the Alpha and tries to will his warhammer to take him towards the doomed pilot, but there's no way he'll reach him in time.

Kevin wracks his brain, trying to figure out a way to save him. Hill shakes her head, all but pegging the pilot as yet another lost soldier.

Fortunately for all involved, a blur of red and gold zooms into view. They barely slow down enough to catch the pilot, seat and all, the parachute ripping away into the wind. The hero rockets toward them, leaves the rescued man on a nearby rooftop, and blasts off again. He comes back around and unleashes a barrage of micro-missiles from his shoulders, which spread out to target and systematically eradicate every Beta squad in sight. As a cherry on top, the armored Avenger boosts to near supersonic speeds and punches Toby's beaten-up Alpha drone's head clean off.

Iron Man descends from the heavens like a crimson and golden comet, touching down on the street before them with a shower of gravel and pavement.

Toby and Kevin both struggle to pick up their respective jaws off the ground. Hill merely rolls her eyes at his flashy entrance. "Sorry I'm late, kids. You wouldn't believe the traffic out of Manhattan." -he says, over the suit's speakers.

"No time for kidding around, Stark." -Hill chides, though the tension in her shoulders does seep away a little. "You're here now, just get to killing."

"Whoa, whoa. Kinda messing with the sanctity of superhero-ing there, Agent Hill." -he says, tilting his head. "I gave us a few good minutes of breathing room. Catch me up to speed."

Hill sighs. She points at the alien warship. "Big-ass alien ship. Bad alien warlord inside. Buncha alien robots attacking the town. Half a dozen kids with superpowers doing your job for you." -she retorts, sarcastically. "Now you're up to speed."

"Uh-huh. So an army of insectoid robots just up and decided to burn a small Cali town to the ground for shits and giggles?" -he asks. The helmet retracts, and the genius inventor stares at Hill, unimpressed. "Thor told us about Vilgax - it didn't sound like a random attack. What's he after?"

"My friend has this...watch." -Kevin pipes up, awkwardly. "It's this ancient alien thing called the Omnitrix that lets him transform into a bunch of alien species with superpowers. We don't know exactly why, but Vilgax came to take it from him."

Stark narrows his eyes. "...yeah, that definitely sounds MacGuffin-y enough." -he drawls. "What's your name, kid? And where's your friend?"

"It's, uh, Kevin." -he mutters. "And Ben went to battle Vilgax under the ship, last we knew."

Iron Man scowls. "Well, they aren't fighting anymore, but that would explain the blasted out hellscape under the warship. Looked like something out of Mordor." -he says. "Not much of a betting man these days, but I gotta figure Vilgax took your 'Ben' into that flying brick of his after the battle."

Hill frowns. "Why would he stay, though?"

Kevin crosses his arms, deep in thought. "The Omnitrix is incredibly difficult to remove, once it binds to your DNA. It's downright impossible if it's compatible with you - and Ben is probably its most compatible host ever. To have even a prayer of separating them, Vilgax would need Ben's consent...and a shit-ton of energy to overcome the bond."

Maria curses. "So he's holding Arcadia hostage." -she reasons.

"Probably using the ship's energy core to split them, too." -Tony agrees. "We should have a decent window for rescuing your friend and taking down the bad guy before he leaves the planet. Need to get past those defenses of his somehow, though."

He looks to Kevin, who kinda shrinks under his gaze. "Uh...me? Aren't you the Avenger in the room, so to speak?"

Stark shrugs, the armor whirring softly. "Well sure, Kev - can I call you Kev? - but you guys are the experts on Vilgax stuff. Besides…" -he grins. "Spider-Man has taught me that teenagers are surprisingly good at the job."

Kevin blushes under the praise. He rubs at his chin, pondering the idea forming in his head. "I might have a plan." -he admits. "But it's gonna take some doing...and a little help from your friends."


The Chimeran Hammer is massive; in any other circumstances, he'd be overjoyed to explore it - but marching towards his probable doom, he can't exactly bring himself to enjoy the tour.

"Hala did a number on this part of the ship." -Ben notes, walking alongside his purported nemesis. They're passing by a hangar, stocked full of the flying-type drones - kind of insulting to their efforts, to be honest - but part of the roof is caved in, pierced by a jagged fragment of the Azure Lance's hull.

Vilgax hums. "Is that her name?" -he wonders, idly. "Yes, the Accuser's efforts were not entirely in vain, if only just. A pity, that she chose sacrifice - I could use that kind of drive when I take on Thanos."

"You keep mentioning that guy." -Ben raises an eyebrow. He's grown oddly accustomed to Vilgax's thundering metal steps by now. "Who is he?"

"I envy you your ignorance, Tennyson." -Vilgax admits. He sighs, which his vocal processor has trouble interpreting as anything but white noise. "The Mad Titan known as Thanos is a genocidal warlord sweeping his bloody way through our galaxy. For nearly a thousand years, he has embarked on a self-imposed crusade to save all life by eliminating half of it, wherever he goes, for each decimated species to thrive off their now-bountiful resources."

Ben pales at the explanation. "That's...that's insane." -he gasps.

"Hence the moniker he's earned over the centuries." -Vilgax retorts. "And yet, there are those who admire his methods. His slaughter is random, perfectly devoid of biases of race, gender, political affiliation, even age - or so he claims. Regardless of what it is now, his cruel empire is built on a lie."

"He did it to your people." -Ben says, hollow, more a statement than a question.

"My people were the first he did it to." -Vilgax corrects. "The first in a very long streak of useless carnage."

Vilgax opens the way to a sealed room, replete with strange view screens and devices, a circular metal device dominating the middle of the room. The warlord saunters towards a monitor bank. "More than eight-hundred years ago, Thanos and his Black Order descended upon my homeworld of Vilgaxia. There were no demands, no ransom for us to offer - and of course, there was no hint of mercy. My fellow Chimerans fought valiantly, but Thanos had spent the better part of two centuries ensuring his success. We never stood a chance."

Ben scowls. "You named your planet after yourself?"

The warlord shoots him a poisonous look. "As champion of my people, I relinquished all that I had - my family, my friends, even my own body. I became an avatar for the fury and vengeance of the Chimera Sui Generis." -he explains, scathing. "And as such, I took the name of my homeworld as my own - not the other way around. Now, I am all that remains of it."

The teen blushes. "Oh." -he says. "I didn't know."

"There is much you don't know, indeed." -Vilgax agrees. "Stand there."

Ben is pointed towards a spot under the huge metal circle with a strange, cylinder-like contraption at its 2 o'clock. He purses his lips. "How can I be sure you'll really leave us alone after I give you the Omnitrix?"

"You cannot." -Vilgax retorts. "But I can promise you that Terra is of no interest to me beyond the Omnitrix's presence. Terrans are too...flimsy, for my purposes."

Ben sighs, walking over to the spot. He's prepared to turn alien the moment Vilgax tries to betray him, but he can readily admit that the alien's tale has him enraptured - there's more to the warlord than his brutal demeanor. The floor under him lights up, orange light washing over him and scanning his biometrics, displayed beside him in a language he doesn't understand.

Vilgax growls. "Only a month, and yet the Omnitrix has fully bonded to your DNA already." -he grouses. "You must be even more compatible with the watch than Max ever was."

"I thought he killed you." -Ben admits, staring at the hologram. It shows his own body three separate ways - skeleton and internal organs, muscles and tendons, and embarrassingly enough, his regular human body, in all its naked glory. All three of them mirror his motions in real time, and all three of them have a superimposed layer of neon green light that he can only imagine represents the Omnitrix's integration.

"He tried." -Vilgax hisses. "Better than most anyone except Thanos himself. His mastery of the Omnitrix was unparalleled - even if you seem to have managed incredible progress yourself, no doubt thanks to Azmuth's meddling."

Ben half expects Azmuth's hologram to pop out and argue with the Chimera, but he doesn't. He stands awkwardly for a moment as Vilgax examines the data. "So...you say that Thanos randomly kills half of a given planet's people. But you also said that there's no other Chimera around anymore."

"If we ignore his madness, Thanos is truly laser-focused on achieving his goals - he will not allow even a single individual to be slain beyond the fifty percent he desires to kill." -he says. "But that is his way now, that he has an endless number of troops and enough power to enforce his twisted code, his broken sense of justice. When he stormed Vilgaxia, he was not so strict."

"For twenty days and twenty nights, we battled non-stop, ravaging the countryside. I could not harm him, but he could not finish me off either - not with my enhancements, and certainly not with the curse I had willingly taken. In the end, for all my efforts, I only managed to extract a single drop of blood from him." -he admits. "But that was enough. I had challenged a god, and proven him mortal. Thanos' pride could not allow it. He ordered his forces to rain fire upon my homeworld, and what was left of our civilization was wiped off the face of the galaxy to the last. To me."

Ben shakes his head. If Vilgax hadn't tried to kill him and/or hadn't destroyed part of his hometown, he'd offer him a hug.

...maybe not even then, but the sentiment, at least, is genuine.

"Eight-hundred years is a very long time for all but the longest living in the galaxy." -Vilgax muses. "My people are all but forgotten. Thanos has never succumbed to his own pride like that since, not that it's any consolation for the trillions he's slain since."

"Does it even work?" -Ben asks. "Do the survivors actually 'thrive'?

Vilgax scoffs. "Tell me, Tennyson; would the people of Terra thrive, if half of its people suddenly vanished? If half of the workers, healers, politicians, religious leaders...if half of all families died overnight?" -he asks, rhetorically. "And this is assuming that the random spread of death is fairly distributed. In practice, entire nations have almost entirely survived, while whole continents are near-totally wiped out. As long as the quota is satisfied, the Black Order does not care."

"War destroys resources. Infrastructure. Political alliances. Faith. It destroys lives." -Vilgax argues. "Even if Thanos truly believes that his course of action is right, every single collapsed nation and empire - every ruined life - left in his wake contradicts him. Even beyond the actual genocide, that's why they call him 'the Mad Titan' - it is insanity that drives him to continue, even as his stated mission fails, over and over, in a never-ending cycle."

"So why let him keep doing it? Why not band together and take him out, once and for all?" -Ben suggests. "If you could harm him all those years ago, all by yourself...couldn't all of our strength combined be enough to kill him? Couldn't you band together with the Kree, the Nova...all the people in the galaxy?"

Vilgax narrows his eyes in derision. "Pah. The Kree are eager to finish off the crumbling worlds the Black Order leaves behind, taking them for their own. And even with all their sanctimonious preaching about unity and diversity, the Nova are all too eager to gobble up the weakened worlds into their oh-so-colorful hegemony." -he sneers. "The people of the galaxy need a leader to rally behind - and with the most powerful weapon in the universe in hand, I will be that leader. I will beat the Kree into submission, and I will drag the loitering Nova Corps into the field of battle. Only then will we be strong enough to destroy Thanos and the Black Order."

The warlord clenches his metal fist as he walks toward him. "Imagine, Tennyson, an endless army of shape-shifting soldiers, heedless of nation, species, faith, or any of the concerns of a normal warrior. An unstoppable force capable of adapting to any situation, of fighting on any terrain. heedless of injury, even death. Think of all that you can do with the Omnitrix, boy, and apply it to a numberless force, its wrath directed entirely towards Thanos and his lackeys."

Ben frowns. "I dunno if you've noticed, dude, but there's only one Omnitrix." -he says, sarcastically. "How're you gonna equip an entire army with these powers?"

Vilgax bends down, and delicately grabs the Omnitrix between his claws. "Do you know what powers the Omnitrix, Tennyson?"

"...Azmuth mentioned something about a Celestial. I...don't know what that is." -he admits.

"Of course you don't." -Vilgax grumbles. "Whatever you think of as a god, Tennyson, pales in comparison to what a Celestial truly is. They are the beings that created everything. Matter, energy, magic - the Multiverse itself. From within the Forge of Creation, they spawn entire dimensions with nothing but a simple thought - and Azmuth somehow managed to convince one to live inside the Omnitrix."

The watch glows, zapping Vilgax's hand away. "One with a temper, apparently." -Ben sneers.

"Indeed." -Vilgax grumbles, shaking his smoking limb a little. "Nevertheless, it is the Celestial's mere presence within its database that powers the watch - everything from translating alien voices on the fly to your instant transformations, heedless of any concept of conservation of matter. The power of Creation itself rests idly upon your wrist - does it not stand to reason, then, that I could forge an army from its boundless energy?"

Ben searches the warlord's crimson eyes. "And what happens then? Say you make your army, you toss it in Thanos' general direction...say you even manage to kill him, somehow. What happens after you've won?"

The device above him powers up, turning into a semi-circle that lowers and suspends him in a zero-gravity field, forcing his arms and limbs into a spread out, Vitruvian-like pose. The cylinder briefly opens, calibrating around his left arm, and then clamps around it, all the way up to his elbow. The process is painless, but no less disturbing for it.

Vilgax takes a claw to his chin as the cylinder becomes wreathed with the Omnitrix's crackling green energy, bathing the room in an eerie glow. "After, Tennyson..." -he purrs, the claw pulling back and scratching his chin. A tiny droplet of blood lingers on the metal tip. "After, we...shall have...peace."


I couldn't resist giving Vilgax the Palpatine line at the end there, haha.

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!