Chapter 4: Upgrades and Understanding

For a few moments, Ben could swear the scene was the beginning of a Kung-Fu showdown with both watching for the slightest hint of the opponent's next move, not the awkward meeting of two heroes nervous to make the first move in a new partnership. Ben's hand remained stretched outward, and he waited to see if Lucario would accept it. He could feel the glare sent by Lucario, and his stoic expression made the glare stronger. He saw Lucario breathe in and shut his eyes, let out a tense breath, and accepted the gesture. Seeing Fistrick and his goons get hauled away by the police, it was time to see Lucario in a less hostile situation.


Accepting his hand, Lucario decided to do analysis of the situation. Ben clearly had great experience in fighting, and he could not detect any hint of deception in his voice, instead sensing warmth and openness. He clearly held no real ill will towards Lucario, but seemed woefully unaware of his surroundings, and seemed to focus on quips and showmanship over actually finishing a fight. Why did he spend so much time simply talking and spouting off puns? Lucario struggled to understand; Pokémon were hardly known for a sense of humor or showmanship as he could tell, and most trainers understood this unless they took part in Pokémon Contests. Pragmatism won fights, not glamor. Still, no one else had bothered to help, so Ben did deserve credit for his willingness to step in. It was then Lucario finally started speaking.

"I wish it was nice to meet you as well. Do not get me wrong. You clearly mean well, and you did step in when it mattered. Your heroism is not to be doubted, as you clearly regard innocent life more than your own," Lucario complimented. Ben's eyes widened slightly, before closing them and rubbing his right hand behind his back.

"Heh. Well, I have the power, and I can use to help them, so why shouldn't I?" he replied sheepishly. Lucario gave a small grin. Perhaps this ego applied more to combat than his actual personality, as he was somewhat humble about his reasoning. However, would this hold under a more critical eye? Lucario quashed his smile, and began boring deeper into Ben, before giving his criticism.

"Still, you did sort of disappoint me. When he told me I would work alongside you, I was expecting someone a bit more stoic and focused, and you do not have those traits. You were caught up in that fight that you ignored a waking opponent, and very nearly died from that. If you really were working from the time you were 10, would you not be more aware of your surroundings or at least have some precautions? I hope that Professor did not greatly exaggerate your reputation to make this seem better. You are not a full disappointment, but I certainly expected bet-"

"HOLD UP! What did you say?" Ben rudely interrupted.

"I expected better?" Lucario answered, confused.

"No, further back," said Ben.

"You would be more aware of your surroundings?" Lucario answered, not getting what he was trying to say.

"Too far back, just after that," Ben explained.

"I hope that Professor did … not …greatly. Oh. OH, I see now!" Lucario trailed off, finally realizing what he said.

"By Professor, you wouldn't mean Professor Paradox, would you?" Ben answered, raising one eyebrow.

"I…I can explain. You see I was…" Lucario began, before a strange ringing sound came out, as Ben pulled out a device similar to what Corvo had been using. Slipping it open, he held one end to his ear and began talking.

"Hello? Oh! Hi Grandpa! Yes, I managed to… wait, huh? Paradox is in the Rust Bucket right now?" Lucario could make out a voice, but it was difficult for him to make out what the other person was saying. "He wants me with him now. I see." Giving a sad frown, Lucario could see Ben wasn't happy, and his next line confirmed it. "We'll finish this later. Seems Paradox has something he needs to tell me badly. Sorry it ended like this." Dialing up his watch, Ben muttered to himself as he searched for, Lucario assumed, the proper alien. His face lightning up, Ben slammed down on the Omnitrix, and a flash of emerald light flooded Lucario's vision. When the light died away, a creature of the same species as K8-E had taken his place, albeit with a more masculine body, and the Omnitrix symbol on his chest.

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Codon Stream Entry: XLR8

Species: Kineceleran

Home World: Kinet

Kinet is a world of perpetual lightning storms, and a day on Kinet lasts only a few Earth hours. As such, many organisms, including the Velociraptor-like Kinecelerans, have adapted high speed. As a rite of passage, Kinecelerans, already quite speedy, find special pearls that they attach to their feet, and these pearls let them run at 500 miles per hour and run across water with no issue. They also have prehensile tails, sharp claws, and a retractable visor adapted to help prevent dust and eye irritants from entering their eyes during long periods of running.

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"Anyway, nice meeting with you Lucario, and hopefully next time, things go better between us," the Grovyle-esque alien answered before speeding off in a blue blur, leaving a confused Lucario behind.


"OK, that was kinda weird how the minute Lucario tells me Paradox sent him here, Grandpa tells me that the guy's already in the Plumber Base. Then again, Paradox has been good at trolling like that. Probably has something important he needs to tell me, so hopefully I can get some answers about Lucario outta him," Ben thought to himself. Arriving at a certain old RV, Ben turned back into a human, and quickly began crinkling his nose as memories of dung beetle soup and marinated mealworms flooded his palate.

Ben opened the door, taking in the sight of his tense-confused ally and his beloved Grandfather, who wore his regular attire: brown pants, black shoes, and a Hawaiian floral shirt. His silver hair remained, but Ben could still make out happiness at his heroic grandson visiting him at the home where his career began. "Ben!" Grandpa Max happily said, throwing his arms around Ben in a hug, one he gratefully accepted. "How's it been since we've been in this old gal?"

"Ah, you know. Same old, same old. Stopping crime, hating my celebrity status, finding myself under the ire of some humanoid jackal that was apparently sent by Paradox. Speaking of Paradox," Ben replied, turning his gaze to the time-traveling professor. "I think I need an explanation for your new friend's attitude."

Giving a sly grin, Professor Paradox gave his answer, "Of course, and you'll get one. Just not yet. Me and Azmuth have been having a little discussion recently, and they do involve the Omnitrix, so if you would please come with me, we'll have a talk about Lucario," After giving his reply, he and Ben disappeared in a flash of white light, leaving a very confused Magister behind.


When his vision cleared, Ben and Paradox were inside a laboratory, but given the blue coloration and the bearded and green-robed Galvan inside, Ben knew exactly where they'd ended up: Azmuth's laboratory on the home planet of the Galvan, Galvan Prime Mark 2. "Azmuth? Paradox said you and him were discussing something related to the Omnitrix," Ben asked the creator of the Omnitrix, who turned towards him with a grumpy expression.

"Ben. Well, I suppose you do deserve some explanation for what's going on. I've made some decisions, you see, and they do link to the Omnitrix, but I wanted to get your input and approval first. I shouldn't be doing anything against your wishes, as you are nearing adulthood and access to the Master Code," Azmuth noted. This only served to confuse Ben, as it seemed that Azmuth was going to be doing something big. "But Paradox told me what happened with your meeting with his new friend Lucario, and asked me to tell you why he is the way he is."

"Oh? Alright. I'm listening," Ben replied.

"The Omnitrix first, and then while I do the necessary preparations for its upgrade, I'll tell you what happened to Lucario,"

Taking off the Omnitrix, Ben handed it to Azmuth and saw him look it over as he gave a sigh of frustration. "So what upgrades are we talking about?"

"You've still been slamming it after I told you not to do so a year ago? Your stubbornness in the face of adversity is admirable, but not your stubbornness in the face of good advice," Azmuth said cheekily, looking over the Omnitrix. "As for the upgrades, I'm going to be switching it back to a full-body hologram display, since I suppose aliens with similar faces could get rather confusing in the heat of battle."

"Fair point, but I'm pretty sure you're not simply doing that. Let me guess, Ultimate Forms are coming back?" Ben deduced.

Grumbling to himself, Azmuth let out a sigh. "Yes. I was opposed to the Evolutionary Function on the grounds that someone might use it for violent, warmongering efforts, but I feel I can trust you with such a function. You're not the type to go around looking for a fight on shaky grounds, and I would be a fool to deny you more power when enemies like Vilgax get stronger still. I've also been working with certain magic-attuned and energy-based alien species to make Omnitrix more compatible with those kinds of life-forms, so we can save the DNA of magical and energy-based life-forms."

"Well, thanks for that I suppose. And yes, you do have my approval to upgrade the Omnitrix, but I'm honestly more interested in Lucario. Who is he, and why is he so hostile to me?" Ben asked.

"Well, he is a Lucario, Ben, from not merely another world, but another dimension entirely," Azmuth answered. Nodding his head, Ben quickly caught something that confused him?

"Wait a minute! I thought Lucario was his name, not his species,"

"No. It is common for the names of the creatures of his dimension to adopt the name of the species as their given name unless nicknamed early in life," Azmuth replied to his question, not even looking at Ben as he continued to look over the Omnitrix. "Anyway, these creatures hail from an alternate Earth, where they are collectively called 'Pokémon'. Are you with me so far?"

"Pokémon? That sounds like something the guys behind Sumo Slammers would make," Ben thought, putting a hand underneath his chin.

"I suppose, but about the Lucario, you should know that you don't have to worry about wild ones being 'evil' in the traditional sense. Lucario have a naturally strong sense of fairness and justice, even preferring to go after older prey instead of younger ones," Azmuth continued. "This one, though, does have a distrust towards your kind, Ben."

"What? Why? Did a human murder his pack? I know we aren't the best, but-"

"No. He thought a human he trusted dearly betrayed him and his kingdom. You see, this Lucario hails from an era akin to the time when Dagon first tried to enter our world, the time of Sir George," Azmuth explained, causing Ben to remember the centuries-old founder of the Forever Knights and the wielder of Azmuth's first real invention, Ascalon. "He was the apprentice of a knight named Aaron, and he taught him in Aura manipulation, a form of life energy similar to mana. One day, though, Lucario ended up blinded by a trio of wild, fire-breathing hellhounds, and stumbling back to his master, Sir Aaron told him that he was leaving the kingdom and never coming back, and then sealed within a scepter where he remained trapped within for a millennium." Ben's eyes widened at this. No wonder Lucario had such an issue with humans, he'd gotten close to one, and all that had resulted from said situation was betrayal. Still, a nagging feeling told him that this was only half the situation. Noticing this, Azmuth continued.

"Yes. It's only half the situation. Sir Aaron was trying to prevent a war between two armies of Pokémon from destroying his kingdom, and the only way to do so was to use the power of a legendary Pokémon called Mew, but the cost of such a thing was high. When he said he was never coming back, Sir Aaron meant he wouldn't be alive again, and sealed Lucario in the staff so he wouldn't feel the pain of watching his master sacrifice his life to Mew. Of course, Lucario never knew this until much later, and gained resentment towards your kind because of his experiences. Another human named Ash Ketchum later helped restore some faith in humanity, but you know that scars like this take time to heal, if at all," Azmuth explained as he began.

Ben honestly felt kinda sorry for him now. Trust was hard to get, but easy to lose, something he knew intimately after he decided to try to hack the Omnitrix before his fight against Vilgax after the Highbreed invasion. No wonder Lucario was so confrontational with him, he hadn't made a good impression! Still, it didn't explain why and how Lucario ended up on this Earth.

As if reading his thoughts, Azmuth continued talking as he began coding in a reconfiguration, "You want to know how he ended up here? I'll tell you in two words: he died!" With those two words, Ben felt like his body had been submerged in ice water: goose bumps prickled across his body, his hair stood on end, chills went up his spine, and his eyes widened to the size of saucers.

"He died?! But how did he die, and how is he alive right now?"

"He sacrificed himself, saving the world much in the same way his master did 1000 years prior. But what followed was a life of loneliness and isolation. He was forced to wander the area as a bodiless spirit, unable to touch or interact with anyone else. That was his life for nearly fifteen years. As for how he arrived, Paradox told me the highest ranked Pokémon, Arceus, owed him a favor after training one of his sons in time manipulation, and thus managed to help revive Lucario."

"Huh. That's actually kind of nice that he sacrificed himself to save his home planet. But why couldn't he have revived on his own world? I'm not complaining, I'm just a bit confused,"

"Think about it Ben. It's still a completely foreign world even if it is his own, and the only ones who knew him have long since left for other regions of the planet, and without anyone to help him, do you really think he could function?" Azmuth explained.

"I see. I'll do my best to help him, but you know, it's ultimately Lucario who has to be willing to accept it," Ben answered. Azmuth saw that Ben had been slowly becoming wiser; not as wise as him, of course, but still wiser as a hero. With a few whirs and clicks signaling the completion, Azmuth handed the recalibrated Omnitrix back to Ben, its design being a meld of the original Omnitrix's newer design, and the finalized Omnitrix's coloration. It still retained a white band, but instead of a rectangular design for the faceplate, it was back to circular, with the sign of galactic peace on the faceplate while being surrounded by black rings. "Done. I did make a modification to your Methanosian sample, so why don't you try him out and see what I mean. He was also one of the forms that had an Ultimate Form that you used, so he will do nicely."

Putting the Omnitrix back on his wrist, Ben complied. A wave of nostalgia swept over him, and he found the hologram that meant Methanosian, but he was confused to see that it was his original, non-bloomed form that was there. Figuring it was more for archival purposes, he, not wanting to upset Azmuth, gently pressed the Omnitrix core down. As the transformation ended, he realized that it was not for archival purposes: he had been changed to the way he had found Swampfire all those years ago! Green and black plant matter made up most of his body, with small red petals growing out of his shoulders. His feet were replaced with rocks that were tied up by roots, and his head seemed themed after an open flame while having an entirely black face like rotting wood. The Omnitrix symbol, again, was on his chest.

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Codon Stream Entry: Swampfire

Species: Methanosian

Home World: Methanos

A swampy planet toxic to most life forms, underground deposits of methane often result in deadly flame geysers. The species that evolve use this to their advantage, most notably the Methanosians. Evolving from carnivorous plants and slowly gaining sentience, they eventually became the dominant race of the planet. With their ability to produce methane and generate heat, they are capable of limited pyrokinesis, and are also masters of using plants in combat, creating vines out of seeds and controlling other plants to do their bidding. However, they are most famous for their regenerative powers, reattaching severed limbs and sealing holes within their bodies in seconds, and can similarly alter their bodies to create tentacles and whips out of vines.

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"Wait! Why am not in my bloomed form?" Swampfire asked in a shocked, nasally voice.

"Because I found something went wrong with the DNA sample. During the transition from the Codon Stream to the digitized database, there was a glitch in the coding, and you would have essentially suffered from the Methanosian equivalent of progeria! It's why I also had the Omnitrix reconnect to Primus, so it could keep overlooking the database and make sure no mutations would show up. How I managed to never notice this is beyond me, and I'm frankly embarrassed,"

"OK, OK! So, I'll just bloom at a later time?" Azmuth nodded, an answer Ben accepted. Remembering the transformation into his Ultimate Form, Swampfire turned the dial 90 degrees to the left before hitting it once again. Spikes quickly burst out, as a green wave flowed across his body, and soon, Swampfire changed entirely. Now, he was more reminiscent of a giant tree, completely with a wooden body. Three pods of a blue, gooey napalm-like sap grew out of each forearm, With his head contained inside a similar one, and three bigger pods growing out of his back, he was more round than his original form.

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Codon Stream Entry: Ultimate Swampfire

Species: Evolved Methanosian

Home World: Methanos

After a million years of civil war and more powerful flame geysers, Methanosians became quite a lot more dangerous. They now have flames that burn bright blue, thanks to them using a special sap similar to kerosene, and can be used as miniature bombs or even used to trap enemies. To generate their sap, they need water, so they have developed means of quickly absorbing water from both moisture in the air, much like Earth mosses, or through branches that absorb the water from nearby lifeforms or water sources However, Methanos became ever swampier, and as such, normal plantlife became useless, and thus, Evolved Methanosians cannot generate seeds as they used to. Instead, they focus on manipulating trees and can also use this to their advantage since their bodies are mostly made of wood, allowing them to form their arms into weapons, including turning their fingers into bunsen burners.

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"Heh. Forgot how it felt to go Ultimate! Feels nice!" Ultimate Swampfire cockily said, flexing his bulkier arms. Having seen that the Omnitrix was not glitching out, Azmuth smiled.

"Okay, you can turn back to human form now," Azmuth said. In two flashes of emerald light, Ben was back to his regular human self.

"Thanks for the upgrades Azmuth. And thank you for telling me what's up with Lucario. I'll keep it in mind when I talk to him again," Ben sincerely replied.

As Azmuth began to fire up the teleporter, Ben pondered over what he had learned. Getting Lucario to trust him would be a difficult endeavor, but not an impossible one if done right. Just being there would be enough, and showing that he would not abandon him would do wonders in proving his genuine intentions. As Azmuth set the coordinates for Bellwood, Ben closed his eyes.

After opening them, he was back at his hometown, and remembering that Gwen and Kevin would be coming over in a few hours, decided to invite them to Mr. Smoothies to talk over what he had learned from Azmuth.


What was Paradox doing while all this happened? Looking for Lucario! Seeing that the Aura Pokémon had probably been disappointed by Ben's poor impression, he decided to explain to him. What was Lucario doing? Watching ants. This world practically teemed with life, and as Lucario watched the ants marched on carrying food for the colony. To his knowledge, no Pokémon had such organization skills. Maybe Combee and Vespiqueen, but he had never seen anything like these "ants" before.

"Fascinating is it not? Those who have lived here their whole life still do not really appreciate how much skill ants have to be organized like that, to work like a well oiled machine, to make the colony an entirely living organism," Paradox waxed lyrically. Lucario smiled, before realizing the voice, nearly jumping out of his skin.

"What the-! Professor?!" Lucario said startled. Paradox, however, seemed oddly somber.

"It's my fault that I set your expectations so high. Ben is human, and as an author on this planet once said, 'to err is human'. We aren't perfect, but I should have considered that this was your first human contact in nearly 15 years, and yet I treated you like you would expect Ben to not be a genius fighter right from the get go. Despite this, the events I showed you were of his skill in combat, and I did not show what truly made him a hero," Paradox glumly stated.

"No. You're not wrong. He's still not an adult, and yet I expected him to be as good a fighter as a fully ranked knight. But you cannot say that he is not the most knowledgeable on what to do? It is that which disappoints me more," Lucario explained. Paradox nodded, then seemed to close his eyes in thought.

"Tell me, what makes one a hero?" Paradox suddenly asked. Lucario was not expecting this, but decided to give the answer he could think of.

"Well, that he is a great fighter, one who shows grit in hard times and an unwavering determination to win," Lucario said.

"Very true. But do you not find it a bit too generalized?" Paradox answered back. "Could someone who bullies other yet still shows those traits still be considered a hero?"

"What?! NO! That is merely a bully, a hero would not trample on the weak and helpless. He would help them and show them kindness!"

"Precisely! And kindness is something Ben has shown throughout his career. Do you know what Ben did when encountering a race who wished to take out the universe along with themselves because they were about to face utter extinction due to sterility from inbreeding? He showed mercy and compassion, recombining them so they could reproduce and be healthy once again!" Paradox told Lucario.

"WHAT?!" Lucario shouted in shock. No one heard him, but the wide eyes on his face and dropped jaw made the shock he was feeling blatantly obvious. Ben showed mercy to a race intent on committing murder-suicide on a grand scale? "Why would he do something like that?"

"Because Ben doesn't like to take life or feel he caused the loss of a life, regardless of alignment or innocence," Paradox explained. "He also had the luxury of being stuck with one of them and seeing what their perspective was. Or the time his own transformations rose up against him?"

Confusion was etched on Lucario's face, and he only let out a confused "Huh?" before Paradox continued. "It was about a year ago. A glitch in the Omnitrix's predecessor, the Ultimatrix, caused some of his most powerful forms to become sentient, and they saw Ben as a slaveowner, stealing their bodies away from them and calling him their jailer. They thought that if Ben was dead, they would be free. While his cousin Gwen tried to stop them, Ben felt that six free lives was worth more than a single life, and in that moment, he tossed himself into a fiery pit. Had the Ultimatrix not recognized his genuine intentions to sacrifice himself, he would have died. The forms were freed from the Ultimatrix, and the creator eventually fixed the flaw that caused this,"

Lucario finally began to see what Paradox was saying about Ben. Compassion. I forgot about that. Even when his life was on the line, he chose to free 6 of his own transformations. Perhaps I have been too hard on him. Maybe he is not the best fighter, but he is a compassionate man, and someone who does honestly care for others, Lucario pondered. "I suppose you are correct. Maybe I was judging him too harshly. Do you think it is possible for you to take me to him. He does deserve something of an apology for my rudeness,"

"You have Detect. I think you can find him. Good luck, Lucario," Paradox said before teleporting away in that familiar flash of light. Remebering the steps to do so, Lucario shut his eyes and began to focus, trying to locate Ben's Aura. His eyes glowed a light blue, and the appendages on the back of his skull began to flail wildly, searching for the Aura of his new ally.


Cast List:

Lucario - Sean Schemmel

Ben Tennyson - Yuri Lowenthal

XLR8 - Josh Keaton

Max Tennyson - Paul Eiding

Professor Paradox - David McCallum

Azmuth - Jeff Bennett

Swampfire - Dee Bradley Baker

Ultimate Swampfire - Dee Bradley Baker


Author's Note: Thank god for Good Friday and this weekend, because I finally have time to properly put out another set of chapters! Again, no action here, but that's why I uploaded this chapter and the next as soon as I could. I want both Ben and Lucario to be more aware of other facets beyond their first impressions, and since Ben is a bit more empathic, I figured explaining what happened to Lucario would not be out of character. Also, this episode, I wanted to put a few things on the table. First, yes. Josh Keaton, XLR8's voice actor in the reboot, voices him in this fic. Honestly, the reboot isn't like bad-bad, and there are some honestly interesting concepts, which I will be incorporating into this fic. Also, Ultimate Forms will return in full. Once again, feel free review, favorite, and follow this fanfic.