Oh, don't mind me, I just had to get this outta my head so I could focus on the next few chapters. Seriously, this has been buzzing in my head for weeks. Felt like I was gonna lose it if I didn't put this down. So, just enjoy this chapter leisurely. It's not connected to the main story so no need to worry too much about it.

I do not own Ben Ten or Worm, like you know already.

Inspired by the Darker Paths Chapters of 'A Champion in Earth Bet' by Sun Tzu.

"You know the story being told. The defeat, the failure, the grief. Struggles and changes for all, that's all well and good. But did you know that it could've been so much worse? The results could've been so much more disastrous. How? I'll show you."

X.x.x.x.x.x.x

The Ultimate Enemy

He was floating, mind hazy, body fatigued and aching-each heartbeat sending a pulse of pain through his torso. Breathing was difficult as a weight settled on top of him, compressing his chest. Thoughts were slow and simple as he tried to understand his situation.

What happened? Where was he?

He wasn't sure how long he'd been conscious. Minutes? Seconds? Who knows? Either way, he was enclosed on all sides by a thick oppressive darkness. Attempts at movement were minimal, barely managing a twitch from his fingers. The beginning drops of frustration were starting to seep through his tired mind as he futilely tried to escape from this captivity.

Just beyond his imprisonment he could hear it, muted but still bellowing, the cracks of thunder and explosives, screaming-both in panic and in pain-and the crashing of collapsing buildings.

Taking all this in, his mind started to speed up, brief understanding returning to him.


His armor glowed a light blue as he activated his shields, hoping to negate some of the impact-

*CRASH*

-only to have them be completely shattered when the large blast hit him and the other 20 capes surrounding him. Over half of them disintegrated instantly-anyone with a strong enough Brute rating or sturdy Tinker armor was sent falling to the ground. He himself was spiraling through the air, gravity and trajectory shooting him into the remains of an office building-


"-in! Justin!"

He was dragged out of his memories by frantic shouting. Scarcely he could hear a voice, just beyond the tons of rubble and masonry he was no doubt buried beneath, calling to him.

Before he could formulate a response, the debris around him started to shift, crumbling away as the voice outside grunted in light exertion to move the oversized chunks of stone. Soon enough, light started to peek into his tomb as more and more masonry was shoved aside. When the largest and heaviest piece that had covered his entire upper torso was removed, he was blinded by the sudden light, his eyes squinting painfully. It took a couple seconds to blink the spots out of vision and his eyes to adjust, when they did, his eyes widened and a cold and heavy weight sunk into his bones.

The dark clouds above burned a menacing crimson, and from the skies, their bodies wreathed in ravenous flames, fell hundreds of capes. Heroes, Villains, Rogues-anyone not an Alexandria package was already dead before they even hit the ground-the impact from a few sending a loud crash throughout the ruined streets.

The apocalyptic sight froze him, filling him with an incomprehensible dread.

The face of his fellow Ward suddenly filled his vision-breaking him out of his trance. Her mask was destroyed, so he could see her tear stained face scrunched up and staring down at him with clear worry.

"Justin, can you hear me?!"She cried desperately.

Had the time been different, he would've cracked a joke about how he would've answered her if he couldn't hear her. But for right now, he nodded and his teammate sighed in relief. Gently, she grabbed a hold of his body and dragged him out of the remaining rubble. His once pristine blue and gold armored suit now scratched, chipped and covered in dust. When they were safely on the street she slowly lowered him to his knees, where he could take in the scene he had found himself in.

The entire city of Washington DC was burning, the fires reaching high into the air, their light illuminating the dark clouds of ash and smoke. Entire city blocks were crushed into giant piles of dust. Any buildings still standing were carved and gutted, the streets cratered and cracked beyond repair.

Who knew how many people were dead.

In what was once thought to be a new Endbringer attack, hundreds of capes across the country and some from across the world descended on the US capital to battle this new threat.

But all they found was...him.

"What-"He croaked, his voice distorted by his damaged helmet's mic,"What happened to the rest of the team?"

The teary eyed look she sent him said all he needed to know. With a sharp pang in his chest, he dropped his head and briefly mourned his fallen friends.

"...The rest of ground team A was killed."Sierra AKA Blitz told him hollowly. He waited a few seconds-listening to the sounds of more capes cratering the land around them-before pushing the grief away for now. He turned back to her.

"Where is he?"Was all he asked. Sierra looked up to the sky, he followed her gaze.

He had to strain his eyes but he could see it, the dark clouds lighting up with different colors, loud cracks of thunder and laser fire bursting through the air.

"We need to get out of here."Sierra murmured. She turned to him, her brown eyes tired yet frantic. He was silent for a few seconds, considering her statement before he started to push himself onto his feet.

"And go where?"He asked, struggling for a minute to gain his balance.

"I don't know, anywhere but here!"She said, her voice trembling. He turned to regard her. Blitz was a high end Alexandria package, one of the strongest members of the LA Wards. She'd gone against Gasher and Mile High without even flinching. But now, his normally calm and confident friend was trembling with fear-her costume in tatters and a steady stream of blood flowing from her temple-the first major injury he remembered her having in a while.

He could see it in her face, internally pleading with him to run away.

As he stood to his full height, he considered everything around him. The countless people dead, the capital of the nation in ruins, the utter hopelessness of their battle-it made sense to run away now. Live to fight another day.

He checked his armor's status on his hud, seeing several functions offline or malfunctioning, but the majority of his armor's weapons and shields were still functional-though running at reduced power. He turned to his desperate teammate and friend.

"I can't."He admitted. Sierra shook her head.

"Sierra-"

"No!"She interrupted sharply,"No! This isn't the same as fighting Lynx or The Severed. We can't win! Don't you get it?! Stop acting so damned stubborn and just let your pride go!"

Was that it? Was he just being stubborn? Was his pride getting the better of him again?

He thought about it seriously this time, the thought of running away. Running while that monster just keeps rampaging. The longer he considered it, the more he felt his stomach twist. Call him prideful, call him stubborn, may as well call him suicidal too, but...this wasn't a fight he wanted to walk away from.

He sighed.

"...I'm sorry. I'd never be able to live with myself for running,"He confessed.

Sierra stared at him, her expression a mix of anger and sorrow.

"You're gonna get yourself killed."She whispered miserably.

A loud shockwave shook the air, clouds dispersed as a new cluster of capes fell through the sky, some righting themselves in the air and launching themselves back into the fight, others falling to shatter the ground below.

Justin-Dualshock-saw this and steeled his resolve before turning back to his friend.

"I won't ask you to come with me,"He said,"But I hope you'll at least consider."

Sierra shook her head, more tears starting to fall.

"I can't-...won't watch anymore of my friends die."She choked.

He watched her levitate from the ground, the two of them taking the other in, memorizing each other-knowing that this would more be the last time they saw each other.

She shot off to the west, leaving a brief sonic boom in her wake as she got as far away from the conflict as possible. And once more, he was alone.

He took a deep breath and released it slowly, letting the hurt and uncertainty wash away from him. He clenched his gauntleted fist before turning his eyes upwards.

'Stay Safe Sierra.'He thought morosely. With a command, his rocket boots ignited and he shot straight up into the sky.

Wind curved around his body as he flew into the black clouds, his armor thankfully intact enough to still handle high speed flight. In the brief silence of his ascent, he could hear his breathing start to increase and his heart start to beat faster as fear started to tug at his resolve. He clenched his eyes shut and grit his teeth, fighting past the terror that was starting to grip his heart, and continued his straight shot up, more and more of the ground below disappearing.

The moment of quiet cut short when his armor pinged. He opened his eyes to see a red circle highlighted on his hud-a projectile, heading right for him! He swerved to the side, letting the black blurr shoot past him at a velocity that would have undoubtedly hurt, even with his armor-poorly functioning as it was. He played back his recording and slowed it down to see what almost hit him. When he cleared the image up he blinked incredulously.

'...That was Alexandria.'He thought, stunned at the development.

A brief part of him wondered if he should go and see if she was okay-but that thought was easily discarded because duh, Alexandria. But still, the Ultimate flying brick just got swatted out of the sky...he gulped before cautiously continuing his flight.

He had only just breached the lower stratosphere when the sounds reached him-grunting, screaming, explosions-the fight was still raging.

He cleared another layer of clouds before he stopped, hovering in place at the edge of several dozen capes to see the War in the sky.

Eidolon was leading the charge, 25 capes flying in with him. And just behind them was Legend, leading a group of blasters to provide covering fire for the Trump.

The lasers were utterly useless when their enemy turned intangible-the beams of light soaring through him harmlessly. Turning tangible again, the beast flapped his large dark blue wings and shot forward to meet Eidolon. The hero's hands glowed a sparkling black energy before shooting bolts of dark lightning from his fingertips. Their assailant let the volts hit him with a smug smile, absorbing the energy into his body before releasing a large multicolored beam from his eyes. Eidolon and a few others managed to dodge, but anyone not quick enough was engulfed in the laser and either disintegrated or shot out of the sky.

Dualshock gulped in memory of that attack.

Eidolon regrouped with the others before their enemy seemingly teleported in the middle of them. Capes fell away as they were punched, swiped, and slashed far faster than a creature of that size should be able to move. Eidolon clenched his fist before flying over and throwing a punch right to the abomination's face, only to have his hand caught within its large plantlike palm-the sound of the impact akin to a loud thunderclap.

As the two engaged each other, Legend rallied the other blasters and had them fly around to find the best opening to attack.

Seeing all this, Dualshock couldn't help feeling overwhelmed at the sheer chaos of the battle. He didn't even know where to try and jump in. The sound of a sonic boom echoed through the air before Alexandria returned to the fight, her helmet cracked and her cape discarded. She flew into the giant amalgamous monster, shoulder checking its side and sending the two tumbling through the sky. Legend gave the signal and unloaded with the other blasters onto the monster's briefly disoriented form.

A bright flash was followed by a large explosion that shook the sky, causing everyone to flinch and cover their ears from the sound. When the light dimmed and the ringing in their ears finally subsided, they all looked to the large cloud of smoke left in the wake of the powerful attack. When the smoke cleared, it was to the dismay of everyone to see the large monster still floating in the air, seemingly unhurt from the grand assault they had unleashed.

The beast's sickly yellow lips sneered behind its long black hair as it peered at all the gathered capes surrounding it.

'Is this how it always ends Tennyson? For me to be the bad guy while you can be the hero?'He internally seethed.

Is this what he gets for trying to be a hero and saving the Multiverse? Sacrificing everything? Throwing away his life and everything he cares about? Was this how it was always supposed to be?

...Fine. If he was supposed to be the villain, then he'll be the villain.

He looked at all the heroes surrounding them, feeling utterly disgusted with their presence and growled,"My turn."

Dualshock felt his blood run cold when the already giant villain started to grow. Soon he was bigger than Leviathan, and not long after that bigger than Behemoth. And still he kept growing, towering over all of the remaining capes. Briefly, Dualshock wondered how it could get any worse-then he was regrettably answered when the giant villain glowed a light green color and began to multiply.

What was one became two. Then two became four, four became eight, sixteen, thirty two.

The capes soon found themselves surrounded by giant copies of the villain, each one glaring down at them with a hateful intensity.

What little resolve was still burning within Dualshock was promptly snuffed out at the sight. A depressed resignation fell over the remaining capes as they all beheld their killer's angered visage, now only waiting for the inevitable. Some found the courage to glare back, a few even raising their fists in a last act of defiance-Justin was ashamed to say he wasn't one of them.

As one, the clones all drew in a deep breath, their massive chests expanding with all the air they took in, before they released it all in several deadly sonic screams.

X.x.X.x.X.x.X.x.X.x.X.x

"The Sky's gonna say my name; when all the Heroes Fall."-Hidden Citizens