"It's good that you two got along after so much time together." said Max, dropping a few logs on the ground for the fire. "See, it wasn't such a bad idea to stay together."

"Yeaaaaaah." they awkwardly said, holding some treats.

"I've got the marshmallows." said Gwen, nervously smiling.

"I've got the graham crackers." said Ben, the same forced smile on his face.

"We'll wait here while you get more wood so we can make s'mores."

They were so busted.

"I'll be back in a jiffy. Don't start without me!"

They waited until their grandpa was gone to let out a sigh of relief.

"Is he gone?"

"Yep."

"This is such a mess, Grandpa only turns 60 once!" she said, clasping her head. "I had his party totally wired, and then he just..."

"Insists that we spend all of our time with him 24 hours a day. Yeah, I know, we couldn't even get the cake behind his back!"

"Weren't you supposed to get it?" she turned to him. "You did kinda make a mess with him this summer, he'd be happier if you were the one getting it."

"I wish, but he kept an eye on me all week!" protested Ben. "I thought you could do it while I was busy trying not to upset him again. But he's gone now, which means..."

"That we only have a few seconds to make something before he comes back?"

"Yes, or... I can go to town as XLR8 and fetch him his birthday cake." suggested Ben. "He won't notice a thing if I'm quick, we'll just say we've been baking in our spare time."

"What spare time? We couldn't even go to the bathroom without Grandpa asking if we were okay every 5 minutes."

"Gwendolyn, your cousin is an alien, your entire life has something to do with aliens now. I think it wouldn't be hard for him to believe we learned to multitask while he's been getting a year older, now let's-"

They were interrupted by a sudden bright light. Both kids turned around to see an orange symbol form in the middle of the campsite, looking strangely similar to the Stones of Bezel that Hex tried to steal...

The symbol turned on itself until it became an orange orb and Ben and Gwen knew what was going on. Someone, like Hex or Charmcaster, was opening a portal. And that someone was coming right out of it, heading towards them.

The hooded figure was about to grab onto Gwen, but before it could do anything, Ben had tackled his cousin on the ground.

"Ouch! Ben!" she complained. "Wait, is it just me or you're a lot stronger than I thought? Does your heroing actually count as workout for your human boy body?"

"Who knows?" he shrugged.

He had been pretty stronger recently, another effect of turning into a Chimeran as well as being vaccinated by space's most powerful dad. He sometimes wondered what else those chemicals did, aside from helping his body develop better.

He got up and turned around, slamming the Omnitrix's dial. A green flash of light ensued, revealing XLR8.

"Hey! I don't know where you got that awful outfit, wizard lady, but you're gonna need a new one after I'm done clobbering you!" he warned. "Nobody messes with my cousin but me!"

The woman stood there, actually considering what he was saying. She seemed to roll her eyes, who did look somewhat familiar...

Blue energy formed into her hand, and she sent a blast towards XLR8, who dodged with quick ease, carrying his cousin to safety.

"Looks like I'm the one getting that cake when we're done..." she sighed.

XLR8 ran up to the hooded woman, who surprisingly dodged with the same ease he had, rivaling his speed. She flew up to the top of the RV, looking at the two kids from up there.

This wasn't going as well as she planned, Ben already had better reflexes, he wouldn't let her near Gwen, his Gwen, easily. She had to hurry up before her spell faded off and the portal closed before she could bring him where she wanted.

"Hiding won't get you anywhere, I'm the fastest alien around!" he said, getting to the ladder and about to reach her, but she seemingly teleported. She disappeared from the roof, and instead appeared right behind Gwen.

The young girl panicked, she didn't see that one coming. Or the green laser blast that suddenly appeared in front of her, making the woman step back.

All three looked at where the blast came from. Of all things to interrupt Max's birthday, Vilgax's drones were definitively the worst.

Though they looked different, way different from the Tennysons' memory...

"Gwen! Get back!" said XLR8.

"Back where?!" she asked, she had no way to escape. Why did she have to be the one without powers on the team?

The woman turned her attention to the gigantic drone, who unlike the ones the kids had seen before, was green. Actually, it almost didn't look like anything Vilgax built at all. The design was practically the same, but it didn't have the threatening brown and red everything Vilgax had. Instead, it had many different shades of green, and looked a bit bigger.

It almost looked like something to Ben's taste instead.

Did Vilgax redesign them after last time? He couldn't really complain, they looked good like that. But sending murderous drones to your archenemy for his birthday when you're supposed to be, well, dead, was an awful idea, Vilgax should know better.

Both cousins were surprised to see the drone wasn't attacking him or Gwen. In fact, it was actually shooting lasers at the woman, shielding Gwen from her whenever she got close.

"It's... on our side?" Gwen asked.

"No, no it's not! Get away from here! He's not supposed to meddle with this!" said the woman.

"Who?" asked Gwen. For some reason, she felt she knew that woman. Her eyes widened as she saw what looked like the Stones of Bezel on her arm.

This person knew magic well, and could use it to her liking. If only Gwen could at least take one of them, maybe the one increasing luck, she could...

More drones appeared from the portal, preventing XLR8 from asking if the situation could get any worse.

"If that's where those came from, I need to get to the big guy behind this!" he said, running towards the drones.

"Ben, wait!" said both Gwen and the woman, their voices in strangely perfect sync.

One of the robots shot a green laser out of its visor, reaching with extreme efficiency the Omnitrix symbol on his chest.

"Huh?" The Omnitrix started beeping, and in a flash of green, Ben was back to his human self. "What?! What's going on?!"

Another drone opened its chest, and instead of circuits and wires like the ones that got busted before, it revealed a hidden compartment, with something akin to a seat in there. It seized Ben with its claw and dropped him inside, closing itself.

"Hey, let me outta here!"

"BEN, NO!"

The other drones surrounded both girls. One of them took Gwen with the tip of its claw and... pushed her aside?

'What's going on, why are they doing this? And who's this woman?' both kids asked themselves.

The witch threw a few magic blasts around her, which were blocked with pinkish shields.

"Mana-proof plasma shields, really?!" complained the woman. "Was he holding back this entire time? I can't believe it, if he had the means to get rid of me for good, he'd..."

The woman paused, bringing her hand to her face. Gwen felt she had a lot of issues to deal with. However, she had her own issues too.

"Ben!" she shouted, seeing the drone holding him prisoner go through the portal.

She tried to follow, but another drone restrained her with its claw, seizing her by the shirt.

"Let go of me, you bucket of bolts! Ungh!"

"She's right, drop her now!"

The drone looked at the woman, seemingly inspecting her.

"What do you want from me? You took Ben away, and for what reason?"

The drone didn't answer, instead it pointed at the portal with a claw, still open for anyone to enter.

"Fine, I get it, I was coming back anyway. I don't know what he's planning, but I also wanted Ben to be there, so drop her."

The drone didn't listen, still holding an annoyed and worried Gwen. The woman sighed, realizing she wouldn't get anywhere without complying. She walked back to her time portal, knowing the robots were following her closely, except the one keeping Gwen with it.

"Wait! Come back! What happened to my cousin?!" she shouted from afar.

"Ben is okay, you won't have to worry. But..." she paused, right before going back to her era, "make sure he's still himself while he's still there with you, Gwen."

Without adding anything, she left the scene, the drones following her. Much to Gwen's surprise, the one who was threatening to kill her exploded on its own, destroying itself.

The portal closed, and Gwen was alone. Without Ben. No way to help him. All that was left of the battle were burned remains. Ben was gone and she had no idea how to find him.

This was about to be the worst birthday ever for Max.


Ben punched the drone's inner walls, trying to escape. He was practically sure that kidnapping him for Max's birthday was the worst idea ever. What did Vilgax have in mind?

He could feel the insectoid robot was now flying at high altitude, recognizing the feeling from the first time a similar model took him to his father's spaceship. He had to go out and reason with it, or wait to see Vilgax and tell him in person this was stupid. He couldn't even use Upgrade or Grey Matter to convince this thing to come back to the campsite, it somehow managed to time him out.

Though he had to admit, this wasn't like anything he expected. He had a seat inside the big machine, one that was surprisingly comfortable. It looked more suited to an adult though, but the thing kinda looked cool with the green tubes above him. Too bad he couldn't reach those to make the drone malfunction.

"Where are we even going?" asked Ben.

Much to his surprise, a green panel appeared, looking similar to Vilgax's holograms. An image appeared, and he saw what looked to be a big city, though some of the buildings looked unusual, to say the least. They had an architecture he didn't recognize anywhere, probably because he didn't pay attention in history, geography and art class, but everything looked far different from anything he saw on Earth.

At the same time, the place almost looked familiar, but he couldn't put his finger on it.

There was something else that bothered him in the scene. The sky looked a bit orange, probably twilight or something. Then he saw something unsettling.

Mount Rushmore. They flew past Mount Rushmore. An entire city was built just near the mountain where the Plumber base was.

'When did that happen?! Shouldn't we have heard of this on the news yet?! Or... is this another Plumber secret plan? I thought they were disbanded, why didn't Grandpa tell me about this? Please, not again...'

Then he saw the icing on the cake.

On the screen in front of him, the image of a statue in the middle of the town appeared. A statue of a squid man he recognized well.

"Vilgax! So he's the one who did this? Wait, is he making an alien invasion? Like, right now?! If this is his way of making sure I stay close, he really needs to get better at sneaking, Gwen and Grandpa are probably already on my tail!"

He now had another hundred questions to ask the man, namely 'WHAT THE HECK ARE YOU DOING?!', and he saw they were getting close to a big building near the statue. Great, it meant he was getting an explanation soon.

A hatch opened on the building's rooftop, and the drone went inside, revealing a base that looked quite similar to the Chimerian Hammer's inner rooms.

The robot landed, opening its chest again and gently picking Ben up with its metal claw, softly putting him on the ground.

"At least he knows those things make a terrible taxi." said Ben. "Okay, where is he now?"

"Welcome to you, Master Ben."

Ben turned around, and saw Sixsix and Kraab standing there.

"Guys! Mind telling me what my father's doing?! It's Grandpa Max's birthday today and he's gonna freak out when he realizes what's going on! And- Wait, how did you two get here? Did you teleport? Couldn't you have done that with me instead of making me go through that?" he accused, pointing to the drone.

"We haven't really left. You on the other hand, young Lord Ben, you did take a trip to get here." said Kraab, in a tone that almost sounded teasing.

"Huh? What are you talking about? I saw you about two hours ago, you were checking if that squirrel that attacked me wasn't another of Animo's mutants. I gotta say that was really paranoiac of you to do." Both Bounty Hunters lightly laughed at the boy's ignorance. "What's so funny?"

Sixsix made a few unintelligible grunts. "He can't understand you yet, remember?" told him his partner.

Come to think of it, was Sixsix always this tall? And Kraab's armor looked a bit different from how it looked this morning. Sixsix also had a few changes. Did everyone get a new outfit today?

"Guys, what is this all about? I gotta get back to Gwen before Grandpa knows what Vilgax is doing."

"Don't worry. You'll come back to them at the right time, before they even know it."

Ben recognized Vilgax's voice, he was ready for a talk. He turned to see his father, seemingly laughing. Though it looked like he was keeping himself from laughing out loud. Ben didn't really care, he didn't see anything funny when he was taken by force in there.

"There you are! I don't know what you got in mind, but now is not the moment! Look, sorry if I did something wrong last time we met, but I gotta stay at the RV with Gwen, it's Grandpa Max's birthday today and..."

"Are you sure that wasn't twenty years ago?" asked Vilgax.

Ben looked at his father in confusion. "Uh, what? I thought you said alien years weren't... never mind, what did you bring me here for?"

"You haven't realized where, or rather when you are, right?" teased Vilgax.

"Are you messing with me?" asked Ben "Sorry, that's not really... hey wait a minute!"

Ben finally saw what was wrong with 'Vilgax'. First, he didn't wear his breathing mask anymore, his face was now visible. Secondly, his armor changed too, his shoulder spikes were sharper and there was white and black on his outfit, resembling Ben's own shirt, and there was a little green at some places. Thirdly, his muscles weren't as massive as before, the metal rods were missing. Was he finally healed from that injury he got when summer began? But the last thing Ben noticed was the eyes.

The eyes were... green, not red. Those eyes were the same Ben had, not Vilgax.

"Wait, you're not..."

He stayed silent as he saw 'Vilgax' raise his left hand, a bigger, bulkier and enormous Omnitrix on his wrist. The Chimeran slammed the dial and, with a flash of green, the tentacles retracted, the arms got thinner but were still pretty muscled, the eyes gained pupils and a sclera, a brown beard grew on his chin, his skin wasn't green anymore and, while he was still pretty tall, he still wore the same armor he had as an alien.

In an instant, an adult Ben Tennyson was standing in front of him, lending a hand to the young boy with a warm smile.

"The name's Benjamin Kirby Tennyson, Ruler of over 10 Planets beyond this solar system, including the Earth, but my friends and family call me Ben. I am known to many as Ben 10,000, after unlocking over ten thousand alien forms within the Omnitrix, strongest weapon in the entire galaxy, as well as the key to my success as Vilgax's heir. Nice to meet you, younger me."


"Come on, there must be something in there!" said Gwen, panicking.

She had to bring Ben back before Max came back. Last time Ben got kidnapped, he and Max gave each other the silent treatment. She knew what would happen now: Max would insist that he and Gwen never leave his sight, Ben would argue about him being too controlling again, and everything they tried to fix these last few days would be reduced to nothing.

She looked through her grandfather's Plumber tools. He had to have something in case of alien magical invasions! There were various items in the Rustbucket that varied in weirdness and danger.

She found the Null Void Projector, the same plasma gun he used to try to murder Vilgax (hard to forget how Ben reacted), pistols, a spray bottle, a weird white bracelet with a red gem on it and black markings (for some reason, even looking at it made her feel tired), something that looked like the Omnitrix symbol but green, the Sun Gun they used against Ghostfreak, a book in alien writing...

She also found a weird metallic disk, with a white glass circle in the middle, but without knowing how it worked, it wouldn't help.

Everything was ruined, she messed up, she couldn't fix their family now.

Max was about to come back soon, what was she going to say? That Vilgax's robots who got a paint job kidnapped Ben back to their master (who was apparently alive) and she could do nothing to stop them or the witch that tried to hurt her and Ben?

She was so busted, this whole party was busted. She didn't know what to do. She felt... useless, and she hated feeling like that.

"Gwen? Ben? Kids, I'm back."

'Here comes the long, endless days of keeping an eye on us and treating us like babies.'

She deeply sighed and exited the vehicle, putting everything she took out back in place. He wasn't going to like this.

"There you are, Gwen. Ready for marshmallows? Hey, where's Ben?"


"WOW!" said Ben, staring at the view of the town from, well, his headquarters.

"This is Chimera City, I got it built when me and dad got ownership of the planet."

"Dude! You own the Earth! That's like, major supreme power, everyone must obey you and stuff! You're still going hero after that?"

"If all we needed was one person to make everyone comply, I think world problems would've been solved since dinosaurs went extinct."

"Aw man, who cares, this is the future!" Ben exclaimed, turning to his older self. "Does everybody have jet packs? Who won the last five world series? Seriously though, where are the jet packs?"

"They're still experimenting those, Galvans still haven't made human-sized models free to the inexperienced public." chuckled Ben 10,000. "I wouldn't encourage trying to learn too much about the future, you might change your own."

"Oh." said Ben. "This is one of those things where you could be erased if I make the wrong choices?"

"No, you might just end up in a different timeline altogether." he explained.

"Okay, so, where do I start? Um, where's Gwen, where's Grandpa Max?"

"Grandpa is still mad at me." that piqued the boy's interest. "Let's just say... we didn't leave on the best terms last time. He did something I couldn't forgive, we argued, and we're still at odds right now."

"Yeesh, and they say time heals over the years."

"It does, but only if you choose to let it heal you. Grandpa and I chose to stay mad at each other for a while." frowned the man, briefly taking a more serious tone. "He tried to kill Dad one time too many, and this time I lost patience with him."

Ben gulped. 'This is worse than I thought. Me and Grandpa are... enemies? And Dad... is he talking about...' "What about Gwen?"

"She goes by Gwendolyn now. She studies magic and won her black belt years ago, but she still can't beat me without her little spells." he said with a cocky smirk.

"Gwen uses magic now? Can't say I didn't see that one coming, she was always such a nerd about that kinda stuff. All she'd need is an owl or a cat, and maybe she can go to that witchcraft and wizardry school she keeps talking about. Hope she's not gonna turn me into a frog when she sees me, Grey Matter isn't all that great beside his brains."

Ben 10,000 snorted. His sense of humor hadn't changed in twenty years.

"She was the woman that tried to take you away earlier."

Ben's eyes widened. "Seriously?! That was the dweeb? But how did she do that?"

"Our family doctor is one of the Galvans that worked with Azmuth, the alien who made the Omnitrix. He detected an anomaly earlier today, and found out she was trying to make a time portal back to exactly twenty years ago. Thankfully, I got drones of my own to send, thanks to Dad showing me the basics. Glad you enjoyed the flight by the way, I thought those needed an improvement."

"What was she doing back there? Why did she go back in time?" Ben asked.

"She wanted to show you the future's bad side, how it looks on their side now that I'm the one in charge. When I stopped living with our human family, a lot of stuff fell apart. Carl and Sandra don't talk with Grandpa anymore, the Plumbers are still going strong to overthrow me, and Grandpa is the one leading. You wouldn't believe who's working for him now." said Ben 10,000.

"But... but... how can you tell this is the good side of things?" Ben asked, skeptical about his older self's words. "You sure they're wrong this time? As far as I remember, I was always the one in wrong during summer."

"That was before you, I, we met Dad for real and he helped us change. There's a lot of things our Earth family refuses to understand, follow me."


Gwendolyn sighed as she reappeared at the base, finally rid of the drones harassing her.

She now had to find Ben, the 10 year old version, back to his timeline before he got any ideas. If she knew her cousin (if he still considered her family) well, he would've brought the boy to his side, and she couldn't be seen at the city, she's an outlaw in that place as far as His Highness is concerned.

"He got you again, babe?"

Gwendolyn smiled as her boyfriend, the rebellious yet still somewhat kind Kevin Levin, greeted her.

"You can tell?"

"I can tell whenever you're exhausted, Gwen. You always got that 'Ben is at it again' look whenever he's involved."

"I need some serious vacation after this. Think Caroline will let us visit next weekend?"

"Come on, it was one time!" complained the Osmosian, much to his girlfriend's amusement. "We both took a break from our relationship at that point and I didn't even know it was her, remember?"

"Yes," she teased, "doesn't change that you still dated the one girl that used to be my archnemesis in disguise."

"You're never dropping that, aren't you?"

"Nope." she answered, kissing him on the lips.

Over the years, Kevin had changed from the reckless teenager he used to be. His hair was longer, he wore a black Proto-Suit, his muscles were more toned and he had a scar on his chin, left by Ben when they were still teens. He had better control over his powers now, and she was glad he gradually felt more comfortable using those.

It was hard to help him get over that experience he had with the Omnitrix a while ago, especially since his last fight with Ben when they were kids was not the last time it'd happen.

The kiss ended as he cupped her cheek. "Hey hey, let's not get too hasty, we're at work." he said.

"Since when do you take this work seriously?"

"I'll have you know I am one of the most serious Plumbers this place ever knew since we were promoted to Magisters, Pumpkin."

"You're too serious for this job, Mr. Levin." she teased. "Still nothing from Rook?"

"Been trying to contact him for hours. Still can't believe he gave up being a Magister, he was such a fanboy of your grandpa when we met him."

"He... he probably has his reasons, let's not judge."

"I got your message by the way. Blukic and Driba are already making a search. They just need my help to find your baby cousin and not your overlord one."

"Those two are always so helpless... What about Grandpa?"

Kevin hummed. "He's still pretty tired after his last mission. He needs rest, and maybe get his metal arm looked at. He hasn't left the Rustbucket yet."

"I see... The prosthesis mechanic down the street opened again, you could get him there while I take care of Ben."

"That weird lady with the wrench? You sure I can trust her with pet-sitting Zed? I mean, she was nice enough to help your Grandpa and Kwarrel and stuff, but she's kinda creepy, always hanging with the weird android guy and his brother."

"The guy missing an arm and a leg? Heard of him, I think he's her boyfriend. Anyway, need anything before I go?" she asked, about to take the elevator leading to her grandfather's plumbing shop.

"Nah, I'm good. You should really learn to take care of yourself too." he said.

"I'll be alright. Burger Shack, you and me, later?"

"Sure thing."


"This place is the most secure room in my entire HQ. If it wasn't for us having the same DNA and the Omnitrix, you'd be obliterated in the blink of an eye."

"That's reassuring." sarcastically said Ben.

"I had it done to protect Dad's body while I was off picking up a few pieces and organs."

Ben wasn't sure he heard that last bit correctly, and he didn't want to hear it again.

"So, Vilgax is here?"

"Yes, he's been there for over a decade." Ben 10,000 frowned. "I couldn't save him in time, but I could try to fix him up. He's been severely injured, and I've been doing my best to patch him up."

"How did he get hurt?"

"I can't really tell you, it could cause a time paradox. All I can say, is that it has something to do with the Omnitrix." Ben looked worriedly at the watch on his wrist. "Don't worry, you didn't do it. But someone else did..."

For a second, he didn't sound the same. Or at least, that last part almost sounded like a hissing instead of a sentence, reminding him of the way Vilgax did it. He must've spent a lot of time with his father while growing up, if he picked up on those mannerisms.

"That someone was Grandpa, right?"

"Yep. I've been taking drastic measures with the planet, now that it's my world again. Anyone that we knew during our time on Earth is not welcome in this city. Whoever's interested in walking in here is almost always someone who's trying to take me down. That includes our Earth family."

Ben looked down. So his family was bound to be broken no matter what? And all he could do was get mad at everybody and reject his own humanity. He knew things were a bit bad back then, but this? Now they weren't just undermining him, they were targeting him. He sighed in disappointment.

"Of course, that doesn't stop them from going anywhere else on the planet. This is just what you'd call my comfort zone, or my town to be more accurate. If they get there, it'll be considered as trespassing and I'll have to take action."

"Think you could talk it out with them?" asked Ben.

"I'm not sure... I've been trying to set things right when I could, but my origins invalidated my arguments."

"Really?" Ben raised a brow.

"I'm not the one they used to see as part of their family anymore. When I accepted my role as Vilgaxia's new king and took over Dad's empire, they saw it as betrayal. I never really wanted to lose what I had at your age, but some of my choices didn't please them, and you know what? I think I'm okay with that."

Ben looked at his older self in confusion.

"This whole time, when I was on Earth, I was trying to please everyone. Please Gwen, please Grandpa Max, please Carl and Sandra, I didn't make the difference between doing the right thing and doing what made everyone happy." he clenched his fist. "It's not a good idea to play it safe the way Gwen does. Being nice and being naive are two different things, it was about time I realized Dad wasn't judging me like everyone before him did. Granted, he's pretty stubborn about the kind of person I am, but so are we, right?"

The man looked at his younger self, who was deep in thought. He smiled, seeing that, unlike what his cousin planned, the young Ben was considering his words and staying patient. Maybe if she brought an earlier version, some time before Ben knew Max's secret, things could've been different.

But even as an adult, he wasn't going to let the dweeb win this round.

She had gotten more serious over time, and so did he. But unlike her, he didn't lose his thrill of danger. He embraced it fully and made it his strength. It wasn't recklessness anymore, it was power. And he was the one who possessed it.

He was going to win.

"We're here."


A mess. His home was a mess. Not that he felt he could care in his state.

He could start by doing the dishes. Or put the dirty clothes in the washing machine. Or open the windows and let in some fresh air, or maybe let some sun in by opening the curtains. The only light there was inside the RV was the weak kitchen light he would soon need to change, as well as the green light coming from the bracelet on his wrist.

Blukic and Driba had been comparing him to Azmuth lately, with how blasé he had gotten with the last failed missions. He couldn't help it, not everyone could keep a bright mood in front of failure. Like Ben used to do.

Maxwell Tennyson had gone home after his latest mission. Animo's shipment of alien DNA had been intercepted by Ben, and they failed to retrieve it before it was too late. It was pointless trying to follow it after it reached the outdoors of Bellwood, they knew his former grandson was still as eager for a fight as he always was.

When Ben just... abandoned his life here and went with Vilgax, there was a lot of damage. Carl had cut off all ties with him, his own family was rejecting him. Gwen had been kinder, after that her cousin was gone, and she did try to help him against her parents' word. She was an adult now, she made her own choices.

Max never thought he could've seen this outcome become reality. Ben... Ben was Vilgax's son, he was his heir, and he now followed the same path as he did. He despised them, rejected them, thought of them as traitors, liars...

He was too tired of being accused by the old squidface by now, that old crook was frozen and in pieces for the time being, but in result, it seemed Ben wanted to see the old Plumber with his head off.

Max just couldn't handle the thought that Ben, who kept swearing to be a hero when he was still just a kid, had now turned to a life of tyranny and conquest. He knew the people under his former grandson's rule saw him as benevolent, but Vilgaxians and many other people in the universe could be tricked into thinking that. He had been too.

It was just so frustrating that he chose Vilgax of all people to follow. Vilgax. Max knew he might've taken it too far, considering how hostile Ben became, how dangerous, vicious and cunning he became after that the alien had been severely harmed by the Plumber. Ben was getting closer to becoming the same threat the one before him was.

He wasn't even sure if Ben still remembered him as his grandfather now...

Vilgax had done a lot to make him look like the bad guy. Molding Ben's young mind, shaping him into someone like him, twisting him into who he became today. He had trained Ben to become the same kind of criminal he was, a warlord hungry for power, a bloodthirsty, carnage-wreaking warrior. He turned Ben into the antithesis of what the kid wished to be, and Ben didn't seem to mind it the slightest now.

There was almost no sign of the 10 year old boy who used to be so cheerful, so innocent before, left in him. All Max could see was the same bitterness, anger and hostility Vilgax had been giving him for the last few decades. Vilgax had implanted all that hate into the young Omnitrix wielder, nurturing it, playing on his feelings just to turn him against his old family.

Ben wouldn't consider coming back, apologizing, talking or trying to make up what he did when he left, and Max wasn't sure he had the energy to either. They weren't the family they used to be, they were doomed to be enemies from now on.

There was a gap between them, a gap they both caused and furthered, and neither of them had the intent of putting things back together.

He looked at the old calendar on his wall. It was outdated, he should throw it away. He didn't even know what day it was anymore, not that it was that important. He had less and less years to live every day that came by, he knew wasn't getting any younger becoming an hermit.


Ben pressed his hand against the frozen container, unable to form a sentence at the sight before him.

The silhouette behind the glass... The charred remains... The misshapen form... The tired red eyes, looking at him intently...

"This is... Vilgax?"

The man, who had been frowning ever since they arrived, nodded.

"Oh my god... This is horrible, this is... Grandpa did this?!"

"He had some help, but yes. He's been like this for years, and because the Omnitrix was used against him, I couldn't heal him with the watch."

"He looks so awful, I'm, I'm so sorry." sadly said Ben, looking at the glass intently. Something told him his father, even in this state, could see him panic, and he felt ashamed of looking so vulnerable. Ben couldn't fathom to know this was what would happen someday, he'd fail to save him. He'd fail everyone. "This is terrible, I... I need to fix this! I can't let this happen, never! How..."

He turned to Ben 10,000, trembling. This was almost as bad as when Max attempted to murder Vilgax. Heck, it was probably that again! Who else would attempt to take his father down. Why wasn't he doing anything about it?!

"How could you let any of this happen?! Does it mean anything to you that everyone you, everyone we care about, they all hate us, hate me, or they're almost dead! Those moments you, we, I spent with them... did it mean nothing to you?!"

"Of course it meant everything to me!" argued the older Ben. "You think I wanted this to happen? Don't be stupid, I care about them as much as you do, more even!"

"Then why did you let this happen? Grandpa and Gwen probably hate me, Vilgax can't even talk to me like this. You said you regretted nothing!"

"I don't regret what I did, doesn't mean I don't hate how things turned out." he coldly stated, remaining calm despite the anger building up. "You don't know half the things I went through, I don't like that any more than you do."

"Then why do you act like everything is fine?" Ben asked. "Our family is falling apart, don't you care about that?"

"I do, it's what has been bothering me the most for the last few years." he looked down. "But it's too late, Grandpa won't listen now that we're not on the same side. I stopped being part of their family even before I left, everything fell apart back then."

He knelt down to face the younger hero, his harsher memories resurfacing.

"Everything broke down before I even knew it, it was out of my control when I realized what was the problem. But I can't change the past, things are stuck the way they are. All I can do is focus on the future now. I got no power over what's been done, only what will happen."

Ben's eyes widened.

Yes, he couldn't change the past, but... could he change the future?

This was what Gwendolyn brought him for, showing him how terrible the future will be. But, this wasn't what she'd show him. She wouldn't show him his side of the story, only what others would. And even if he was a hero, that's exactly why Ben 10,000 brought him in the HQ.

To show him that if he kept putting others above himself, he'd end up being the one losing everything. And if he lost, everyone he cared for lost too.

He had to make sure all this weight over him wouldn't tear him down, otherwise he'd end up alone, just like this older him.

She got it wrong, he wasn't meant to undo or erase this future when he'd discover it. He was meant to fix it.

"I'll make a better future."

"Huh?" Ben 10,000 looked at him weirdly.

"You can't change the past, but I'm from the past, I can." stated Ben. "Your past is my future. I know how the future will turn out thanks to you, I'll change your past, I'll make my own future."

The man stood up, starting to see where the younger him was going. "You know it won't affect me, right? I'm just one of the many possibilities you could end up being." he smiled sadly.

"Maybe it won't affect you, but it doesn't mean that everything is hopeless. And it means, our dad doesn't have to suffer. I know what I'm doing, for once." he grinned, looking at Vilgax's container. "He won't have to lose me if I have to make up with Grandpa, I'll save everyone. And..." he turned to his older self, determined. "I'll save you, I'll save myself trouble. I'm not gonna do something I regret, I'm gonna be the hero that saves the day."


"Say, what are we looking for?"

"Well, I wanted to give it as an apology before, but I never really had the time, or the occasion to. Wait a second, I need to find it."

Ben nodded, looking around. He had to admit, it was fairly cool to see all what this older Ben had in storage. War weapons, Teleporter Pods to other galaxies (apparently given by some "hybrid" guy), grenades he called "Null Void Eggs", plenty of junk he probably got when he conquered a planet or two (still had trouble imagining himself doing that).

"What's that thing?" he asked, pointing to a red object hanging on a wall.

It was a black hexagon, with a red and white symbol on it that resembled a beast's teethed mouth.

"Hm? That's the Nemetrix, a knockoff Omnitrix one of Azmuth's rivals built. The Plumbers couldn't keep it with them forever, I decided it'd be safer with me."

"Can it also turn you into aliens?"

"It can, but not the usable kind. All of the aliens inside the Nemetrix are too dangerous to use, they have no mind unlike what the Omnitrix gives you. It's too dangerous to use those to transform, but if the DNA is partially used, the user can keep their sanity. Our family doctor uses it as a DNA supply to reverse the damage done on Dad."

"You know, I never thought the Omnitrix could heal." he said, looking at the watch on his wrist. "Everyone talks about it as if it was a weapon, you wouldn't think it could cure people."

"There is a DNA repair function, but at your stage, you don't really get the hang of it much. But you'll get better, someday. There it is!" Ben 10,000 exclaimed, taking a cube with a button on it out of the junk pile. "It's Grandpa's birthday today and twenty years ago. Take this and make sure he gets his wish."

Ben nodded, putting the cube in his pocket. "Okay, but... How do I get back to that party? Got any time-travelling aliens?"

"We do, give me your wrist." he said, putting his hand on the smaller Omnitrix, twisting the dial. "When a future Omnitrix user has Master Control, it sticks across time, I can unlock any life form I want in your Omnitrix."

"Sooooo, mind giving me Master Control then?"

"Don't push your luck too far, you could lose it like the first time if you're not careful." he said, making the younger Ben pout. "Let me introduce you to..." he said, slamming on the dial as a new silhouette appeared.

Ben suddenly felt his body become colder, more metallic. His limbs and body became larger, his head became rounder and he felt something coming out of his head.

"...Clockwork!" he shouted with a German accent as the light faded. "Man, I love getting new aliens! This one can control time?"

"Yes, but it's limited, you can't control all time and space. Focus, and you'll be back to your present."

The iron alien nodded with a smile on his face. But he had one last thing to tell him.

"Good luck, me."

"You too, me."

The wind-up key on Clockwork's head started turning. The alien glowed green and, in a flash, he disappeared.


"There you are, Gwen. Ready for marshmallows? Hey, where's Ben?"

Gwen had a dilemma. Tell Max the truth and have him freak out, or lie to his face and pretend Ben was off doing something.

Oh who was she kidding, he'd obviously figure it out sooner or later! She had to come clean now.

She gulped. "Grandpa, Ben, Ben is-"

"Surprise!"

Max turned to see Ben behind him, holding a plate with a birthday cake.

"Happy 60th birthday, Grandpa!"

"Ben? You kids remembered? Thanks a lot, you two!" Max said with a smile.

Gwen was speechless. A second ago, Ben got kidnapped by Vilgax's drones, and now he was there, with a cake, as if nothing happened. What was even...

She gave up, tired of trying to figure out her cousin's stage magician abilities.

"Gwen helped me with the cake. Without her, I probably would've done something wrong."

"See? That's why we should stick together more often. Teamwork has amazing results."

"Yeah, uh, about that, Grandpa... Gwen, hold this for me for a sec." he gave her the cake. "Grandpa, look. Even if you feel we might get distant with you, even if you feel like either of us is gonna leave you behind, please know that we'll always be there for you."

Max paused, looking at Ben. Did something happen? Did he do something or...?

"We always care, it matters a lot what you did for us, even if it's not perfect. You need to know that."

"Ben..." Max hesitated. "I'm glad you told me this. I know I've been a bit too assertive lately, I just don't want to miss the occasion of spending a good summer with you two. I'm sorry if you felt uncomfortable with this."

"It's okay, we managed."

The old Plumber smiled, it seems things were starting to get better.

"Okay, who wants a slice? I'll bring a knife, don't disappear you two!" he joked.

Both kids nervously laughed.

"Ben, what happened back there? Were those Vilgax's drones?"

"Um..." Ben hesitated, before remembering what Ben 10,000 said. "Nah, that was another magic weirdo. That woman wanted to use my Omnitrix to boost her powers, so she made replicas of Vilgax's buckets of bolts with a spell. But it turned against her and I fought her inside that magic dimension she came from."

"Any idea on who she was talking about when she said 'meddling' earlier?"

"Uhhh..." he recalled one of the weapons he saw inside the HQ as he thought of a lie. "Yeah, some scientist guy called Caesar was trying to stop her and reprogrammed the drones against her from their dimension. With an... Alpha-Omega thingy or something, can't remember exactly what that thing was called."

"Where is she now?"

"No idea. Probably still dealing with the damage I left her with."

"Speaking of damage, how are we-" she paused, looking at where the robot parts were supposedly a few minutes ago. "What?! Where did it all go? The robot that attacked me earlier exploded, where is it now?"

"Her spell must've worn off, it probably just disappeared. Magic." said Ben, fully aware and thankful Sixsix and Kraab had been quick enough to take the pieces out while he was distracting Max and Gwen.

There was several levels of lying he was putting her through, he wondered if she'd ever realize how big his lie actually was.

"Hmm, looks like you had things under control, maybe you don't need me babysitting all the time..."

"Gwen, can I tell you something?"

Gwen looked at him in confusion. "Uh, sure?"

"I know I complain all the time, and sometimes it turns out you were wrong, but... I'm glad that you keep monitoring what I do most of the time. You make sure I don't mess up and that way I don't make a fool out of myself. I don't say this a lot... but thanks. There'd be things I'd never notice without you around."

"Ben..." Gwen was surprised. "I'm glad you told me this. You know, you've been getting better and more mature at being a hero lately. But, why are you telling me this now? Just a little curious, not complaining."

Ben was amused at her reaction to her ego being fed. "I just... feel like things won't really be the same after summer ends."


Ben 10,000 tapped his foot, waiting for their doctor to give his answer.

"So?"

"So, according to my calculations, if I inject him this DNA mixture along with this chemical solution I've been brewing and experimenting for the last few years," declared the Galvan, "your father will be back on his feet before you know it."

"Then what are we waiting for?" eagerly asked the man.

"I was waiting for you to give me the green light. If you agreed to this, we can finally begin."

Without further ado, the alien frog tapped commands on his keyboard, giving his machines instructions and orders to fulfill.

Tubes were inserted inside the container, a red fluid with green bubbles passing through. Suddenly, the misshapen silhouette behind the glass started changing shape. The shadow started taking form, its red eyes glowing.

The burned remains were coming together. Slowly, sickish green skin was forming, long tentacles were growing, muscles were contracting. Red energy sparks appeared inside the container, revitalizing the warlord with all the energy he needed to be back to his former glory. Soon enough, the temperature in the container rose, its user resuscitating after years of inactivity.

Ben grinned, though the smirk on his face could almost be seen as malicious, twisted. He was about to bring back one of the universe's biggest threats, and had no qualms about doing so.

He saw his father's body coming back to life, his shape returning to the one the imposing and cruel ruler once possessed. There were a few changes he noticed, such as Vilgax's left arm being larger than before, threatening spikes decorating it. He guessed it was due to the DNA predating the Omnitrix's alien species, not that it was a problem. His father wouldn't be incapacitated the same way from now on.

The container opened, releasing steam as the former king walked out.

Vilgax the Conqueror was back, and he wouldn't allow what happened to him to be repeated.

He looked around in confusion, trying to recall how he found himself there. A satisfied hum escaped his mouth as he recognized the young man before him, opening his arms to allow an embrace.

"You're back... you're finally back..." said Ben, his voice sounding as if he wouldn't ever let the man go.

"Thanks to your care, I won't be left undone, my son." said Vilgax, pressing Ben against his chest. "You've changed a lot, as I see."

"You have no idea..." said Ben, wickedly chuckling. "I missed you so much... I have an entire world to show you."


The city his son had made was wonderful, something he could usually never say about the Earth.

Ben had taken over his empire and expanded it further than he believed it was possible. The Earth belonged to him now, he was pleased to see that what was once the bane of their existence was now nothing more than a mere tool.

The life around there, the people living in peace... Ben had left his mark on the planet for the centuries to come. He was the worthy ruler Vilgax had hoped to see.

Not that Ben didn't choose this path on his own. Maybe if Maxwell hadn't neglected his treatment back then, Benjamin wouldn't have come this far. But the old man couldn't always win, he was bound to make a mistake somewhere in the run. And now, Ben only trusted him.

"You have a made a lot of progress, I hadn't thought you'd find taking up the mantle this easy."

"Oh, it was hard at first." said Ben, walking next to him through the HQ's corridors. "You have no idea what amount of work you left me with. You always made governing over everyone look so easy... Psyphon was practically born for this when I asked him to help me manage your armada."

"Experience allows more liberties to be taken, but you must already know that. Our people seem to live in peace here, you somehow managed to replicate the same prosperity we have back home."

"I wouldn't have it otherwise, Dad." smirked Ben. "If they had to suffer, feel threatened or be shunned by humans, I wouldn't allow it to last."

The man had changed from the innocent boy who thought life was a game. He hadn't lost his thrill for adventure, but he was more experienced, stronger, braver, as expected from the heir of Vilgax The Conqueror. And he didn't see everything as either objectively good or objectively bad anymore, he had lost that black and white vision of the world he's been subjected to before meeting his fate.

Becoming the Galaxy's next ruler.

"I feel different from the other times I received enhancements. What does this new form mean?" asked Vilgax

"Since all the damage you had was caused by the Omnitrix's energy, the only way to heal you was to reverse polarity by using some of the Nemetrix predators, a few of Animo's works and some changes of my own. Don't worry, the fixes I gave you as a kid aren't gone, you'll still outlive many human generations to come."

"That old man doesn't know that his moment of glory is timed, and that he will soon run out of time. He's not the invincible vigilante everyone made him out to be, and it's been that way ever since he stopped having you at his side..." said Vilgax. "I have to admit, I haven't felt this powerful in a while. If Max tries his luck again, he'll have a surprise coming now that I'm back. I'm impressed by that Galvan's workmanship."

"Well, Albedo does pride himself in outdoing his former teacher after all." laughed Ben. "He's better than those guys you got messy with back then. By the way, you should go back and take a rest, too. He said you needed time to fully integrate all those chemicals inside your body."

"As they say, I feel as fit as a fiddle. That is what they say, right?"

"It is. For someone who still got a grudge against this planet, you got the hang of Earth expressions." smirked the younger king. "You almost remind me of-"

He paused, his smile fading. Vilgax then knew some things got complicated while he was out cold, and he could tell exactly what.

"Is that Revonnahgander still with the Plumbers?"

"I... I haven't seen Rook in a while." he crossed his hands. "I wonder how he'd react if he saw who I became today... I haven't heard of him or his family in a long time."

"If he knows what's best for them, he won't try to oppose us. We already taught those felines the lesson they needed to learn." Seeing Ben was getting uncomfortable, he changed the subject. "Anyway, I believe that Anodite girl attempted something else today. Right?"

"Hm? Yeah, Gwendolyn outdid herself, as always. This time, she tried to bring my past self to the present."

"Your past self? At what age?"

"When I was 10, still on that summer road-trip from twenty years ago. She forgot that aside from her and Paradox, other people have access to time manipulation."

"And did she succeed?"

"Well, yes and no. I lured my past self here and took him to our base, just to show him what awaits him. She wanted to scare him into never becoming me, but she didn't count on me participating. It's a good thing we got the company we need, I happened to know an excellent Geochelone Aerio who can use mana. Gave me a few tips on how to repel her spells, but I only used some of them, just as a warning if she keeps attacking us."

Once again, the last part came out as an angry, inhuman hiss. Vilgax was fond of Ben's way of making decisions.

"What about your past self?"

"He's back to his own era now. He's on our side without a doubt, but he promised me to make the future better. If my past self ever changes anything, it'll be an improvement."

"I doubt you could improve our world the way it is." said Vilgax, brushing his tentacle beard. "But, you always had a knack at proving everyone wrong."

"Some things never change, I guess." he chuckled.


The sun was setting, he should start making dinner.

Chores always lasted longer than they should in the Rustbucket, it just got worse with time. With no helping hand, he had to do everything on his own again. He was used to it. But he could never get used to the silence inside his mobile home.

He started looking through his ingredients, searching for nothing in particular. He'd get what he could take. Then he heard someone knocking at the door.

"Who is it?" he asked.

"Grandpa, it's me, Gwen."

"The door isn't locked, you can come in."

"I can't really do that, my hands are full."

Raising a brow, he decided to go check on his granddaughter. She had reported another failure recently, not that she was to blame for it. He opened the RV's door, to find over a dozen Plumbers standing.

"Surprise!"

Taken aback, Max turned to find Gwen and Kevin, the former holding a birthday cake.

"Happy 80th birthday, grandpa!"

"Happy birthday, sir."

Max blinked. They... remembered? And almost everyone at the HQ, even Kevin's team, was there.

"What are you all... I don't..."

"We all noticed you've been overworked lately, so we all thought you needed some rest." said Gwen.

"But, when did you have the time to prepare all of this?"

"I happen to be one of your fastest juniors, Magister." proudly declared Helen. "I got Alan and Cooper to spread the news while Manny helped."

"Hey! Don't make it sound as if I didn't do much! We all had our part in it!" protested the young man called Manny.

"You kids are all here... I'm glad you all took the time to visit an old man like me out of work." he smiled.

"It's the least we can do, grandpa. You've always been there to guide us when we all joined." said Gwen.

"I... thank you, thank you all. I may need to retire soon, but at least I can spend this evening with you kids." he said, hugging both young adults.

While the old Plumber started chatting with the other workers, unbeknownst to him, a green robot landed nearby. A small, metallic drone had dropped by, leaving a gift-wrapped box behind it before leaving.


OOOHHH I GOT SOME TOUGH TIME WITH THIS ONE!

So, since I already did an alternate timeline, why not do the future while I'm at it?

Here you have Ben 10K as he'd be in this AU, with his broken family and life choices. I advise you pay reeeeeeeal attention to this chappie, I threw bits and hints here and there.

I also struggled to make this chapter, excluding the A/N, exactly 10,000 words in honor of this fic's tenth chapter. Hooray.

(title of the chapter is a "Ben 10: Protector of Earth" ref btw)