Man, this chapter. I intended this chapter to essentially be a complete lore dump, but, like most of the previous chapters, the concept only somewhat lined up with the final product. In any case, I'm really happy with it, so I'm not complaining. I know this is an even greater departure from Ben 10 canon, but I hope it's worth it for y'all!

"Goddamnit, I told him this was a bad idea." -Abigail says, staring at Ben's comatose form, laid out on a bed in one of the Kree Dreadnought's three main infirmaries. His eyes are wide open, blazing green, and the Omnitrix is twisting and turning, wildly beeping like a hyperventilating 90s modem.

She offers a hand to Gwen, who takes it and rises, not without considerable effort. She's smoking, though she appears outwardly unharmed. "Yeah, but...can you blame him? I think it's pretty clear that this...adventure of ours proved to be way more than we could handle."

"I respectfully disagree. If anything, the dismembered bounty hunter in Hala's brig shows that Ben's got what it takes to take on a top tier warrior and make it through relatively unharmed. Not to mention you literally scared one away, yourself." -Abigail says, then sighs. "But...we should've been there. The Kree at least have the excuse of having to hold the blockade and respecting the Hunters Guild's rights, but S.W.O.R.D. has no such obligations. We could've done something. I could've done something." -she says, staring at her cane.

"I thought I was close enough to help before things got ugly." -Gwen says, commiserating. "Obviously, I wasn't. Lots of blame to go around, Director."

Brand hums. "I guess there is. Can you link up with him again?"

Gwen bites her lip. "Maybe. I think I have the power, but the Omnitrix clearly doesn't want me meddling. It fought me the whole time, and let me tell you, that thing is powerful."

"So, what do we do?" -Abigail asks, leaning on her cane.

"We're gonna have to wait it out." -Gwen says, resigned. "It's all on him, now."

Abigail shakes her head. "There's gotta be more you can do. I mean, you're an Anodite, for gods' sake! You're one of the most powerful magical creatures in the universe! You just don't know your own strength."

"Well I can't, alright? Whatever powers the Omnitrix is way stronger than I am." -Gwen says, annoyed, then frowns. "Wait, how do you even know I'm an Anodite?"

"I met your grandmother, and I've seen your magic. I don't know how you use it while in your mortal body, but I can do the math." -she says, sarcastic. "Didn't Ben tell you I was a friend of the family?"

Gwen looks at Ben. "He did, but...he didn't mention anything about you knowing Verdona."

Abigail smirks, slightly. "Max always wished you two could've met. He never really knew how to help you."

"I know. His memory imprint told me as much when we went through his 'secret double life' stuff." -she says, uncomfortable. "Which wasn't fair, y'know? Losing grandpa to the stars, only to find out I'd already lost the one person who might be able to teach me more about myself - why my powers fail sometimes, why I can even use them as a human."

"For what it's worth, I doubt Verdona would've been able to clarify much. She was always more of a warrior than anything else. Definitely no scholar."

Gwen leans forward, unable to hide her curiosity. "She was?"

Abigail smiles, fondly. "Yeah. Unique that way, from what I understand. Anodites don't really concern themselves with mortal affairs, but...Max convinced her to care. Enough to put herself on the frontlines. Enough to leave Max and the prospect of raising a family with him."

"I know Grandpa had the Omnitrix back in the day, but...I think that's always been his real superpower." -Gwen muses. "Whether it was something as trivial as putting up a camping tent, or doing this...hero stuff...he's always had a way of making you want to give it 110%."

Gwen nods to herself, determined. She closes her eyes, then opens them to magenta light, placing her energy-wreathed hands over the Omnitrix in an attempt to reopen the link.

Abigail knows Gwen can't really hear her anymore, but she still worriedly fidgets with the pommel of her cane, and speaks up. "Good luck. Whatever you guys end up deciding...you better come back in one piece."

"I...have so many questions." -Ben manages to breathe out after a pregnant pause.

Azmuth snorts. He feels more defined now, less like a figment of his imagination. He even speaks out loud, and everything. "The Omnitrix is connected to your mind, and I'm a...passenger, on the former. That is to say, I know you have questions. Ask away, but keep in mind you must make a choice about the bond between you and the Omnitrix, and soon. The Omnitrix may or may not let you die, but the human body is not meant to handle such...indecision."

Ben nods. "You said you created the Watch."

Azmuth nods. "I was not alone in this endeavor...but yes, I did conceptualize, design, and build the device."

"Why? Why did you create such a dangerous weapon?" -Ben asks.

Azmuth scoffs, indignant. "The Omnitrix is not something so trivial as a weapon." -he says, snidely. A projection of each and every one of Ben's 10 available transformations forms before them, out of the same green light - and then, as if to reinforce Azmuth's words, thousands more line up behind them, in all shapes and sizes, their features obscured. "It is an intelligent, nigh-omnipotent genetic forge, powered by the life essence of a Celestial, designed to collect any and all forms of genetic instructions for the development, functioning, growth, and reproduction of all known sentient organisms - the information contained within your human DNA, for example - to be replicated at will, and stored in a vast, extra-dimensional repository called the Codon Stream." -he says, then sighs as he sees Ben struggling to understand. "The Omnitrix is a tool meant to preserve the genetic makeup of any and all intelligent life forms. I didn't create a weapon. I created an extinction failsafe."

Ben crosses his arms. "So the Watch is, like, a portable Noah's Ark?"

The Galvan raises an eyebrow. "I am unfamiliar with most of your human analogies. I'll assume you understand its true purpose."

"I think I do, now." -Ben says. "But the rest of the galaxy probably doesn't, if my experience is anything to go by. Nobody seems to think of it as anything but a weapon."

"They never did." -Azmuth says, forlorn, then vaguely waves his hand. The void seems to vibrate, somehow, shaking itself into an actual location.

"Where are we?" -Ben asks, looking on as the world around him changes.

"My personal sanctuary." -Azmuth says.

The monochrome green resolves around them into a lab of sorts, a strange blend of ancient stone structure and incomprehensibly advanced technologies scattered around the place. The floor plan looks kinda like a stereotypical wrapped candy shape, an oval with two protrusions at opposite sides. One of them is a balcony, and the other a massive vault door of some kind. The room is dominated by a massive, hourglass-shaped machine, with an ancient version of the Omnitrix exactly in the middle. The machine is connected to some sort of scanner, above a tiny cot, where a Galvan that looks almost exactly like Azmuth lies.

Ben blinks, flabbergasted."Did we just...travel to an alien planet?"

"'Alien' is relative, Ben." -Azmuth chides. "This place may be alien to you, but to me, it is home. It was home." -he says, then walks towards the balcony. Ben follows, and stares outside.

It's...war.

"Galvan Prime fell many, many eons ago. When the universe was young, and our galaxy was yet to cool off." -he says. "So, no. We haven't gone anywhere. My homeworld is a hollowed out husk, and my species died off with it. I should know - I was the last one to go."

Ben gasps. "But...you said…"

Azmuth smirks. "My body was destroyed, but my mind...well, you're chatting with it. I designed the Omnitrix as a living machine, with a mind of its own, but in my failure, and subsequent death, I gave it company. In that way, I am technically the last surviving Galvan."

The Galvan points at the battlefield outside. Ben can make out some familiar figures - they all look like Diamondhead, of all people. The Petrosapien warriors are fighting Galvanic Mechamorphs in various weaponized and armored forms, and winning. Handily. The poor synthetics simply can't compete for long with warriors who are, for all intents and purposes, invulnerable, and capable of creating constructs at will that can directly counter whatever the Mechamorphs throw at them.

"By this point, I was likely the only one left." -Azmuth continues. "While my fellow Galvans and our synthetic defenders gave their lives to try and hold back the Crystal Men, I sequestered myself in my lab, desperately trying to encode our highly complex genome into the Omnitrix for future generations to one day re-create."

Ben purses his lips. "You'd given up?"

Azmuth nods. "We were never warriors. Our demise was swift."

"Why did the Petrosapiens attack you?"

"Because we ruined their existence." -Azmuth admits. "Uplifted them from a natural, organic evolution to be our eternal guardians, and destroyed their culture, identity, and ability to die in the process. The warriors you see below had been driven mad by thousands of years of existence beyond their natural lifespans."

Ben winces. "Jesus, Azmuth. Why would you do that?"

"I won't defend my more morally dubious peers, but the truth of the matter is that the galaxy was - and continues to be, from what I last saw through your grandfather's eyes - an extremely dangerous place. Just look at me, Tennyson." -he says, gesturing at his small self. "We were tiny amphibians with no real defensive capabilities, living in an era in which Celestials still bickered and fought with each other, leaving shattered solar systems in their wake - to say nothing of the technologically superior Kree, or the warmongering Asgardians."

"I see." -Ben says. It's hard to wrap his mind around these higher concepts - like, what the hell is a Celestial? - but he gets the gist of it. Galvans evolved, miraculously, as tiny, highly intelligent life forms in a cosmic soup of violence and destruction, before the universe as he knows it 'settled'. "What went wrong, then?"

Azmuth sighs, walking up to the little cot. Upon close inspection, Ben realizes that the Galvan on it is, indeed, Azmuth himself. "I wasn't quick enough."

The vault door behind them rumbles, thick metal bending from titanic blows. A few shards of familiar cyan crystal begin to poke out. An energy barrier pops into existence, shearing off the jagged tips, but Ben doesn't really expect this defense to last long, if his own experience as Diamondhead is anything to go by. Another figure walks 'into frame', so to speak. The creature is tall, much taller than Ben - maybe twelve feet tall, if the simulation is accurate - with a slender frame and an armored torso and limbs. They're some kind of...squid person, sorta like the cursed pirate from that Pirates of the Caribbean movie he vaguely remembers watching as a kid. The 'resolution' on this mindscape is good enough that he can make out the fact that this being's limbs are actually tentacles, tightly wound around each other so as to make a firm, humanoid arm or leg. Possibly their torso, too.

"Master, they're here!" -the being says, urgently.

"Yes, yes, I can hear them, Myaxx." -Azmuth - the present version - recites, in time with the memory. "The barrier will hold. Leave, already."

"With respect, I refuse. I have already chosen my grave."

"Young one, the Crystal Men only seek to destroy my kind. Do not give them a reason to hunt yours."

"As if these brutes would need one."

"Regardless. Leave me, save yourself."

The sequence stops. "Who's Myaxx?" -Ben asks.

Azmuth longingly stares at the female…'Chimera Sui Generis', the Omnitrix helpfully supplies. "One of my assistants. She remained by my side until the end - and paid the ultimate price for it."

The events continue to play out. Of course, the barrier fails, only moments later, and the vault door groans open, pushed aside by impregnable crystal. Its source walks in, a lone Petrosapien that looks almost identical to Diamondhead, down to the permanent scowl. The only real difference is that the alien lacks Diamondhead's white and black uniform, armored instead in a black and gray suit with green geometric patterns.

Myaxx roars, and charges at the Petrosapien with nothing but her fists. He calmly puts his hand to the ground, and a torrent of crystal rushes over and stops the assistant in her tracks, encasing her in the nigh-indestructible material.

"Tetrax Shard." -Azmuth says, closing his eyes, unable to look at his doomed protegé.

Tetrax approaches, menacingly. "Hey, old man."

"I assume you've come to kill me?"

He shrugs. "Better me than any of the others, don't you think?"

"I suppose so."

Tetrax scoffs. "I would have spared you, you know. Maybe even helped you escape into the cosmos. If you'd kept your promise - hell, if you'd failed and been honest about it, I would have stood up for you."

Azmuth nods. "I know. I'm sorry."

"Yeah. I'm sorry too. Sorry I ever trusted one of your kind. Sorry I believed you when you said you could end my suffering. Sorry I ever let your damned machine god touch me, allowing you to preserve the secrets of our creation for others to exploit."

"That was never my intent. All I wanted was to preserve life."

Tetrax laughs, bitter. He gestures to Myaxx. "How's that working out for you?"

The Petrosapien takes aim, and blasts the Omnitrix with razor-sharp crystal shards. Ben isn't sure what he expected, but the device is, of course, entirely unharmed. The machine around it, however, isn't.

Azmuth gasps, aghast. "What are you doing!? Kill me if you must, but leave the Omnitrix be!"

Tetrax growls, disgusted. "Your entire race lies dead below your sanctuary, and this thing is your only concern?"

"I have already failed my people, Tetrax. Our fate was sealed the moment we played gods with your kind. But the Omnitrix is a chance at a new beginning - for my kind, and yours." -Azmuth pleadingly explains. "Yes, I added your genetic information to the Omnitrix. I failed to undo the damage my peers did to you, but any new Petrosapien would be born from the Omnitrix with no knowledge of the crimes we inflicted upon them, no concept of a lifespan limited by evolution! And any new Galvans would learn from our many, many mistakes."

Tetrax narrows his glowing yellow eyes. "A noble ideal, Azmuth. But the Galvans had their chance."

He morphs his right hand into a massive sword, and cuts across the center of the room. The simulation falls apart, violently, and Ben is thrust into the emerald void again, Azmuth waiting at his feet.

"He killed you." -Ben says, touching the spot on his chest where the hunter's laser bolt pierced him.

"Justifiably so." -Azmuth noted. "Myaxx was an innocent victim, but my death was warranted. I knowingly betrayed his trust, and the Galvan leaders took advantage of me, in turn. Used my creation to create more soldiers, who would eventually turn on us."

"How did you end up here, then?"

Azmuth rolls his eyes. "As I said, the Omnitrix is intelligent. Not loyal to me, per se, but it pitied me and my fate. The genetic integration process was, quite literally, cut short, but the Omnitrix was able to absorb my fading consciousness as it enacted safety protocols and shot off into deep space."

"And then Grandpa found it."

Azmuth chuckles. "Don't be ridiculous. Your grandfather was the fifty-second bearer. Time has no real meaning in here, but from what I've gathered, Galvan Prime fell millions of years ago."

Ben's eyes widen. "So, what, the Watch has been hopping around from bearer to bearer until it found me? What is this, Lord of the Rings?"

"I'm no more familiar with human references now than I was the last time you spouted off some such nonsense." -Azmuth says, annoyed. "But yes, that does sum up the Omnitrix's...agenda."

"Why me, though? Grandpa said it was my genetics, but if it's been hopping from person to person, and - I'm assuming - only two of us have been human, how does that make any sense?"

Azmuth gestures, and a model of Earth appears before them. "Are you familiar with the concept of the multiverse?"

Ben frowns. "Sure, I've read comic books."

Azmuth doesn't even bother. "Then you understand that every single choice ever made creates divergences - branches that may be trimmed, or allowed to grow apart from the others, whether they grow along a similar path as their brethren, or twist and turn in ways that leave them unrecognizable." -he explains, as other Earths appear alongside the first one, stretching infinitely into the emerald void.

"Okay. I think I follow."

"Simply put, in every single timeline where I've existed, and lived long enough to create the Omnitrix, there's also been a Benjamin Tennyson on Earth - or a similar enough replacement - that becomes its last bearer, for better or worse." -he says, then chuckles. "I'm usually alive for this part."

This makes an alarming amount of sense. "Wait. Wait-wait-wait-wait-wait. Is that why I know?"

"Why...you 'know'? Know what?"

"Everything! I knew what the Omnitrix's container was, I knew how to activate it...hell, I even knew what the sounds it made meant! Do I know all this because, in another life, I've already done it?"

"In another universe. This isn't reincarnation. It's alternate dimensions." -he reminds him. "But yes; I imagine what you experienced can be explained away as some form of...inter-dimensional 'bleeding effect'. Situations so incredibly similar that the natural barrier between the different universes...flickers."

"The Codon Stream! You said it was 'inter-dimensional'!"

Azmuth nods. "Of course. Cataloguing every sapient species in this galaxy would have been impossible by myself. So I, and my many other selves, designed the Stream and have, in one way or another, contributed to the genetic archive."

The many Earths disappear, quickly replaced by several scenes, similar to the one about Azmuth's death. Ben watches, entranced, as hundreds, even thousands of different versions of himself - younger, older, male, female, human, and alien - and even other people he knows - like Gwen, Grandpa Max, Kevin, and Julie - discover and take up the Watch. It's always a similar scene, too: the container opens, their hand strays too close, and the Omnitrix jumps to their wrist, as if it can't wait a moment longer to become one with its bearer. There's a great flash of light - green, blue, white, red, and pink - and they've become a slightly different version of Heatblast.

"It's always a Pyronite." -Azmuth muses. "Even in universes that lack the species, for some reason or another. Never been sure why."

Ben feels like he knows. The phrase 'trial by fire' comes to mind. The scenes go on, skipping across time and space, showing the many adventures of the various bearers. Ben and company win and lose, sometimes gloating over their defeated foes, sometimes barely scraping by certain death.

Some versions are evil. Some versions die in the process.

But the vast majority live, and they thrive in heroism. It's a difficult life, filled with hardships and obstacles that threaten both himself and those he loves and comes to care for, but he can see all the good that his many selves do for their respective universes. The overwhelmingly positive legacy he leaves behind, over and over again. Azmuth is still talking, rambling on about the inner workings and finer details of his creation, but Ben can't really hear him anymore; the Omnitrix can't - or won't - talk to him, but Ben can still glean a message from the scenery around him:

You have the potential for great goodness in you.

You are worthy of my power.

We are as one.

It's both tremendously daunting, and incredibly reassuring. It's a great and terrible privilege, being privy to all these others versions of himself, but Ben knows he needed it. Maybe he will die in the process. Maybe harm will befall those he loves. Who knows? What he does know - what he always should've known - is that he will do everything in his power to be the greatest wielder of the Omnitrix, all over again.

"I'm keeping it." -Ben announces, interrupting Azmuth's lecture on whatever Master Control is.

The Galvan blinks. "You...weren't listening, were you?" -he asks, rhetorically. Azmuth sighs, massaging his brows. "The others warned me about you, but I thought my Ben would be better about this…" -he mutters.

"Sorry." -Ben winces. "While you were explaining, the Omnitrix kinda...showed me the error of my ways."

"And yet, you've elected to remain its bearer." -Azmuth notes, raising an eyebrow.

"I don't know that I'll ever stop feeling guilty about what happened to Julie." -he admits. "Or what might happen to the people I hope to protect. But I know I can protect them." -he says, then smirks. "Plus, I know Julie would kick my ass if I asked her to stay away from me. We'll figure it out. We always do."

Azmuth humphs. "I don't know that your optimism is warranted...but I believe in your conviction, at least." -he says, then his expression softens. "The Omnitrix is yours to command, of course. How you use it is up to you...but please, do consider its intended purpose. I don't altogether mind these heroics your grandfather and you insist on, but my creation was, and is, a tool for peace. No matter how tempting it may be, how great an idea it may be presented to you as...its unparalleled power must not be turned to warfare."

Ben nods, resolute. "I promise, Azmuth."

"We'll see." -he says, cryptically. "Go on, then. Leave, already."

Ben hesitates. "Will I…see you again?"

Azmuth shrugs. "I'm not exactly going anywhere. Whatever I know is at least a few decades out of date, but you may summon me for assistance, if need be." -he says, then narrows his eyes. "The Omnitrix is not much of a conversationalist, anyway."

As if slighted, the void pulses, and Azmuth's form disappears. The light begins to absorb into his wrist, slowly forming the Watch he knows and loves. Darkness replaces his environment, until all that remains is him. He closes his eyes, and opens them to Gwen's magenta eyes staring down at him.

"You're back!" -Gwen says, the energy dissipating. She hugs Ben, who groans softly.

"I'm so stiff." -Ben says, trying to stretch a little. "Hey Gwen." -he says, then spots Abigail worriedly hovering behind his cousin. "Oh. Hello, Director Brand."

Abigail rolls her eyes. "Abigail will do, kid." -she says. "You had us really worried there for a second. Well, an hour, but who's counting."

Ben winces. "Sorry. I just had an extended tour through time and space that couldn't exactly be cut short." -he says, then looks at Gwen. "I'm glad you're alright, though. I was worried when the Omnitrix, like, winked you out of existence."

Gwen crosses her arms. "Yeah. I tried again a few times, but no dice. Whatever fuels your Watch is way more powerful than I am. Anodite powers or not."

He rises, intending to ask her if she knows what a Celestial is, when Julie barges into the infirmary, Hala close behind.

She's...holy crap.

Ben's jaw absolutely hits the floor as he takes in her appearance; instead of the regular black or white polo, shorts, and pink jacket combo she usually rocks, she's dressed in a sleeveless, green, white, and black version of the uniform he briefly saw worn by Kree special forces - a thick, armored fabric that can apparently be heavily customized, judging by the Omnitrix-inspired hourglass pattern along the left side of her torso. She has a small blaster pistol holstered on her left thigh, a fancy looking bracer on her left wrist, and a collapsible baton hanging from the small of her back, opposite her navel.

But the kicker is her arm. Her lost limb has been replaced with a black and white prosthetic, a model unlike the sleek, life-like arms worn by most Kree cyborgs - a limb designed for combat, for someone entirely unconcerned with passing the replacement off as resembling the original.

He barely gets a moment to notice the massive makeover, as Julie rushes over and tackle-hugs him, planting her lips on him in what's quite possibly the messiest kiss they've ever had. Part of him is self-conscious about their audience, but mostly, he's just glad to see what he always should've expected: his ever indomitable girlfriend, already back on her feet and ready to kick the ass of the alien bastard who cut her arm off.

"I should've known." -he says, once she lets him come up for air.

She raises an eyebrow, teary-eyed but outrageously happy. "What?"

"I'm over here moping, thinking about maybe getting rid of the Omnitrix, while you went and became a badass cyborg." -he says, shaking his head. "God, I don't deserve you."

She scoffs, fondly. "Considering you got shot through the heart, and that Watch is still on your wrist, I'd say we're cut from the same cloth."

He smirks. "Yeah, maybe." -he says, then hugs her again, burying his face into her short black hair. "Let's just...not do that again, ok?"

A series of brief, mechanical sounds next to his ear makes him look at Julie's hand, which has transformed into a particle cannon. Her expression is determined, mischievous, but above all...honestly, she looks downright sexy.

"I have a better idea: let's take it from the top."

This chapter was originally supposed to be thrice as lore-heavy, but this snapshot into the past as food for Ben's thoughts worked much better with this story, trust me. If you've played Mass Effect, you can probably tell that the Galvan-Petrosapien relationship here is heavily inspired by the relationship between the Salarians and Krogans in that franchise.

EDIT: A guest reviewer rightly pointed out that I didn't address the fact that, if the Codon Stream is connected to all other Omnitrixes (Omnitrices?), and most would likely have a complete version of the Galvan genome, this Ben's inability to become a Galvan wouldn't make any sense. The thing is, any one Omnitrix only houses the one DNA version; as far as the Stream is concerned, this Omnitrix already has the Galvan genome, even if it's a corrupted version of the "file". If Ben were to manually share data with another version of the Omnitrix that had a clean version of the Galvan genome, the issue could be fixed.

Basically, I want this tragic twist to be a consequence for Azmuth's mistakes, but I also really like Grey Matter, so I'm leaving the window open for him to maybe come back someday. No promises, though.

Also-also, Julie's new arm is inspired in Symmetra's arm, from Overwatch. It links up with her new suit, and she can configure it to holographically project an image of a flesh and blood limb. It's not a perfect solution - and if anyone touches it, they'd certainly figure out it's fake - but it should hold up under her parents' scrutiny for a while.

EDIT: Guys, this story isn't dead. I either delete works I don't intend to finish, or explicitly state they're in hiatus. I'm just hyper busy with school this semester. On the bright side, after 2019 I should be a lot more free to write...in any case, rest assured, chapter 8 is being worked on. And if you're curious about the status of any of my stories, please PM me, and DON'T post a guest review to my stories, which I can't directly reply to.