Chapter 35: Ben 10: The Clone Wars

I sincerely apologize for Kevin's out-of-character behavior in the beginning of this chapter. Here's my reasoning though: when Ben split into three in Ultimate Alien, Kevin already considered him a close friend. Right now Kevin can only tolerate Ben. And since Evan's also in the picture, his brain is going to overload.

And no, the Alice in Wonderland dream parody is not going to be next chapter. The story hasn't been set up that way. On the plus side, so many of you have given me the okay for the chapter, so now I can make it. *Does a happy dance* Thank you!

And just in case you're still deciding, remember that Alice in Wonderland was a dream that Alice had. Therefore, my Wonderland parody will also be a dream that will have little to do with the plot. It's basically going to be a crack-filled chapter with chainsaws.

No, I don't know how the chainsaws fit in. But it will eventually.


Kevin screamed as his grip on reality loosened.

Sam went up to him and slapped him. "Shut up!" He stared at her, holding his smarting cheek. And then he stared at the two Ben Tennysons in front of him, then turning to the beaten up Evan leaning against his car. He then swayed back and forth, murmuring, "Three Bens…t-three Bens…"

"What's wrong with him?" Gwen asked, concerned. Her eyes were large and she was holding her arms out in case Kevin decided to fall over.

"I'm guessing the shock of seeing three Bens made him snap," Carter deduced as Kevin slowly sank to the ground. Sam immediately grabbed his arms and hoisted him up, leading him to the car.

"Evan, watch over Kevin while we deal with Ben Two," Sam said as she opened the backseat. Evan shrugged, winced from the pain, and joined his incapacitated friend in the back of the car.

Ben, who had watched Kevin's breakdown with a kind of horrified fascination, turned to his new doppelganger. "So, who's our new good looking friend?"

"Ben…Tennyson?" The doppelganger's voice was strange; it was strained and high-pitched, like he hadn't gone through puberty yet. This also described the real Ben's voice rather well.

"A most difficult creature to find," the doppelganger continued. "But I must see you. I am Albedo of the Galvan."

"A Gray Matter?" Ben asked, puzzled. He gave his doppelganger a once over and said, "Kind of tall."

Ben Two didn't bother to remark on the joke. "I am the creator of the Omnitrix. I must have it back." He held out his hand expectantly.

"Uh, no, you're not the creator," Sam interjected, getting in between the two boys. Ben Two gave the slightest flinch but didn't back away. "Azmuth created the Omnitrix. Cordelia said so."

"Then this Cordelia is wrong."

"No, Cordelia's never wrong," Carter said, shaking her head. "I can literally count on one hand just how many times she's been proven wrong."

"Was that before or after you were born?" Gwen asked, an eyebrow raised. Carter opened her mouth to answer, and then shut it, her expression bemused.

"In that case, Azmuth is the liar!" Albedo snarled, getting the attention back on him.

"I doubt that," Ben said. He held up his Omnitrix. "There's only one Omnitrix in existence, so how do you have one?"

"I told you, Azmuth is a liar," Albedo said. "There are two Omnitrixes in existence, but both of them are faulty. I need to fix them. Hand it over." His hand was still held up expectantly.

"It works fine." Ben lowered his arm. "Even if it was somehow malfunctioning, I can't hand it over now. I need it to stop the DNAliens and High Breeds."

"The Omnitrix is incomplete and is prone to catastrophic malfunction," Albedo insisted. The look on his face gave the impression that he wasn't used to such opposition. Or if he was, he clearly disliked it.

Ben tapped the Omnitrix and smiled. "Seems fine to me."

"You have great luck or you would have already ripped a hole in the fabric of the universe."

Gwen studied Albedo for a minute and said, "It could be a High Breed trying to trick you out of it."

"Why would a High Breed want to impersonate a human?" Sam asked.

"And why would a High Breed want to use a weapon that a human used?" Carter inquired.

"Because it didn't have a choice?" Gwen shot back. Both girls shrugged and eyed Albedo.

"That's a good point though," Ben pointed out. He turned back to his doppelganger. "Why don't you show your face? It's a little crazy talking to myself."

"You talk to Evan all the time."

"Shut up Sam."

Albedo chose to ignore this. "I wish I could," he said honestly. "But I am stuck in this sticky, sweaty, noisy, hungry, hairy, smelly teenage human body."

"Yeah, we hate ours too," Carter joked, trying to fill Evan's void. It fell flat.

"You see, your DNA is encoded as the default in your Omnitrix," Albedo continued. "Mine synchronizes across space and time with yours. You have become my default as well."

"So which is it?" Sam hissed eyes narrowed into slits. "Do you want the Omnitrix to fix you or to keep the universe from falling apart?"

"Both!"

"Since you built the Omnitrix, tell me how it comes off," Ben said slowly. In truth even he didn't know; no one had ever told him and he kept forgetting to ask. But if Albedo really built the Omnitrix then the answer should easily roll off his tongue.

Albedo cupped his chin with his hand in a studious position and thought for a moment. "Yes, well, I trust you are well versed in the practical applications of eighth dimensional quantum gravity mono-poll equations." He was smirking so hard right now.

Ben studied his clone for a minute, staring past the arrogant mask. He looked at his eyes-his very own similar eyes- and saw one of them give a small twitch.

"So my eye really does twitch when I lie," Ben noted.

"Told ya," Carter said, openly glaring at Albedo. He looked between the four of them. Gwen and Ben crossed their arms simultaneously.

"Very well," Albedo said slowly. "There are other ways to disarm you." He shoved Sam away from him and slammed down Jetray on his Omnitrix. He instantly turned into the alien and spread his wings. He grabbed Ben by his feet and flew to the sky, officially becoming a kidnapper.

Carter immediately summoned her bow and arrows, but lowered them a little when she saw Ben turn into Humungousaur. Sam turned her attention on the car, watching as Kevin breathe into a paper bag and Evan coaxing him to calm down. Sam tapped a fingernail on the glass. Evan turned to her and pointed upward at the two aliens. She took one last look at scared Kevin and turned back to the battle.

Jetray had let go of Humungousaur at this point, and the dinosaur had fallen into the moat. The girls watched as Humungousaur poked his head out of the water, growling. He ducked back down when Jetray went over him, firing lasers from his eyes.

Humungousaur leaped out of the water and climbed up the castle's wall to the roof, all the while dodging lasers. Carter forsook her weapons and dived into the water. Gwen looked at Sam, slightly alarmed, but Sam just shook her head. A bright light temporarily shone through the murky darkness.

And then the moat exploded around them, the water shooting upward. The black water towered over them, walls of liquid obsidian that shone in the moonlight. Gwen tentatively reached out a hand to touch the water only to have it swatted away by a human hand. She turned to mouth off Sam only to remember that she was on her left.

On Gwen's right was a tall woman swathed in a blue green toga. Her long black hair was in a ponytail and a circle of diamonds was nestled on her head. She had a thin oval face with half of her hair covering it in a triangular bang and her one visible eye was an impossibly dark blue. She was smiling slightly at Gwen, giving off a matronly air.

"Watch," Aquaria said her voice soft and sweet. She snapped her fingers and the walls of water quickly formed into millions of little hands, wriggling around like hydra heads. Jetray gave a shriek as one of the watery hands grazed his tail. He flew higher and higher as the hand monster reached out for him. The others stood frozen, watching in horrified fascination as Albedo panicked and thrashed.

Aquaria sighed. "There's only so much I can do with such a small water source."

After watching the horror show above, Gwen finally found her voice. "You call this a small water source?" She gestured to the large moat.

The goddess raised an eyebrow. "When you've commanded oceans, everything seems much smaller in comparison."

"Shouldn't we stop him?" Sam pointed at Jetray, who was flying as fast as he could away from the castle.

"He left his mana all over the place," Gwen assured her as the moat water quickly splashed into the ravine below them. There was a green flash over on the roof, and Ben Tennyson jumped over the side. Wind was billowing under his feet, cushioning his fall as he landed.

"What just happened?" Ben asked timidly as he spied Aquaria smiling at him.

"You had a little divine help," she said. "Not that it did much good."

"Yes it did," Sam said happily. "You scared Albedo shitless. That was so awesome!"

"Aw, your sweet," Aquaria said, blushing. Ben stared, suddenly seeing an incredible resemblance to Carter.

Of course you see a resemblance, Ventus scoffed in his head. Everyone who has a god in his head naturally picks up certain quirks. It happens.

Does your eyebrow twitch when you lie?

Oh, no, that one's all yours. But you did inherit my charisma. Ladies love charisma.

Thanks, you're so helpful, Ben thought caustically as he could as he saw Aquaria head over to Kevin's car.

"I'll fix your friends and you can head over to find Albedo," she said as she opened the car door. Kevin and Evan looked at her and the brunette gave her a cheeky grin.

"My lady Aquaria, how nice of you to drop in," he said in a British accent. Aquaria grinned back and held up a glowing blue hand.

Kevin turned to her, eyes pleading. "Is he gone?" he whispered, sounding like a little boy afraid of the monsters under his bed.

"He's gone, sweetie, don't worry," Aquaria reassured him, sounding like a mother consoling her child after a night terror. Kevin fixed her a smile and leaned back in his seat. Evan scooted over to the healing goddess.

Aquaria grimaced. "Carter patched you up quite nicely, but you're in no condition to fight." She sighed. "The limits you vessels have are quite a pain, you know."

"Such is the price for having ultimate power," Sam said wisely. She and the Tennyson cousins had walked over to the car by then.

Aquaria fixed her a smirk. "So the host of the war goddess speaks of responsibility? Are you sure Kirche isn't telling you to set fire to the castle as we speak?"

"No, she's telling me to plunder it."

"…How tame of her," Aquaria said slowly, unsure of what to say. Gwen stared at the two of them and said:

"Can someone explain to me what you two are talking about?"

"Oh, Sam's the vessel of Kirche, the fire and war goddess, and Carter's the vessel of Aquaria, the water goddess," Ben quickly explained. "She's also the unofficial mother of the gods."

"Unofficial?" Gwen raised an eyebrow.

"I didn't have them the normal way," Aquaria said as she continued to heal Evan. "I used wishful thinking. That's using magic to create life from your imagination," she quickly explained when Gwen gave her a bewildered look.

"Yeah, she and Ventus had a lot of brain babies together," Evan jeered from the car.

"Wait, what?" Gwen was staring at Ben with a look of utter confusion etched on her face.

Ben tugged at the collar of his shirt and stared at the night sky. "Ventus and Aquaria are technically married."

Not technically, we ARE married, Ventus roared in his head.

"So the reason why Carter is dating you…" The outrage Gwen was feeling was rolling of her in waves. All that talk of Carter wanting to honestly date Ben was a ruse, a lie to fulfill some warped role in mythology. When Carter reverted back into her normal form…

"That has very little to do with that," Aquaria said solemnly. "Yes, you two have a role to play, but no ever said you had to fulfill it."

"What do you mean?" Gwen asked through clenched teeth.

"She means Ben can date and marry whoever he wants," Sam explained. "Yes, the Slayers would like him and Carter to marry, but if neither of you want to, you don't have to."

"They won't be happy about it, but they have the next cycle of vessels to look forward to," Aquaria said. "So right now the two of them can be loving boyfriend and girlfriend for as long as they want."

As Aquaria finished healing Evan, Gwen pulled Ben to the side and hissed, "Are you really okay with this?"

"Ventus once said that I can date whoever I wanted," Ben said quietly. "I think he was talking about this. And Carter's not the type of person who'd let some warped destiny control her life."

Gwen was startled by her cousin's changed demeanor. It was only a few minutes, but already he seemed to have aged twenty years. His eyes were serious and the cocky smirk on his face was nowhere to be seen, replaced by a grim line.

A flash of white light from the car and Carter was slumped over Evan in the backseat, completely unconscious. Evan was smiling and maneuvering the girl off him. Kevin was happily in the driver's seat, and Sam had the door of the passenger side open. She stood there staring at the two of them.

"Gwen, I know you're mad at Carter, but there's a lot more to this than you think," Ben said quickly. "You know Carter. She may follow Cordelia's orders, but there's no way she'd just throw herself at some guy just because destiny told her to."

Gwen had to admit that that didn't sound like Carter at all. "Okay," she said finally. "I'll talk to her, see what she thinks of all this. But I swear to God, Ben, if I find out the only reason she's dating you is because of all this god crap, I'll kill her."

"No you won't."

"…Yeah, your right. But I can still send her to the hospital."


"You are not driving my car!"

"But I'm all better!"

"YOU ARE NOT DRIVING MY CAR!"

"Shut up!" Sam shouted as Carter continued to sleep against the window. The two boys immediately fell silent, Evan sheepish, Kevin shooting daggers out of his eyes. Both of them were outside while the rest were in the car, watching someone fight over the right to drive Kevin's car. It was one for the history books.

"The last time I let you drive my car you put a dent in it!" Kevin accused.

"For the last time, it wasn't me! Some kid threw a football at your car door and dented it," Evan pleaded exasperatedly.

"How can a kid put a dent in metal with a football?"

"A kid taking steroids. Now shut up and hand me the keys!"

"NO!"

"What did I tell you?" Sam yelled at them. Again, the boys fell silent.

"Kevin, are you sure you're okay?" Gwen asked worriedly from the back seat. "I mean, you were nervous wreck just a few minutes ago."

"That Aquaria lady fixed me up." Kevin shoved Evan into the back seat next to Gwen and slammed the door on him. "I'm driving my car. Got it?"

"Yeah, yeah," Evan grumbled as he put his seatbelt on. As Kevin started the car and drove out of there, Gwen used her mana powers to track Albedo down.

"So, Ben, how's it feel to have an evil twin after you?" Sam asked, trying to make conversation.

"Like I'm in a really bad action flick," Ben remarked sullenly. "And instead of studying for my physics test, I'm stuck chasing after some crazy guy who wants the Omnitrix. Again. We wouldn't be in this mess at all if all of you just listened to me before."

"Actually, everyone except Gwen believed you," Evan pointed out. Gwen gave a cry of shock and punched him in the arm as hard as she could.

He gave a cry of pain and said, "It's true! I knew the truth, Sam and Carter knew but had to gather evidence, and Kevin thought the Omnitrix was controlling Ben! Stop hurting me!" he added as he began to cry.

"I shun you!" Gwen snapped at him, crossing her arms and turning her back on him.

"He's technically right," Sam said dryly.

"Thanks, cuz," Ben said caustically. "Thanks a lot."

Gwen glared at him and returned to her mana tracking. "Who knows what damage Albedo could be doing-turn here!" Kevin banked a sharp left and turned into the parking lot of a computer factory. People were spilling out of it, screaming bloody murder as they ran away from the monster inside.

"You guys go on ahead," Evan said. "I'll stay here and watch over Carter."

"Yeah, we don't want another Ben look alike running around," Kevin stated as he stopped the car in front of the store.

"More like you don't want to cry uncontrollably because of Ben Two and Three," Evan said.

"I DIDN'T CRY!"

"No, you were just sweating out of your eyeballs." For a minute it seemed like Carter had resurfaced from the land of sleep. But no, it was just Evan trying to fill the void she left. It fell flat.

Kevin was about to throttle him when Sam roughly pulled him out of the car. "Behave yourself!" she ordered Evan.

"What are you, my mother?" he sneered.

She blinked. "Oh god, is this was Carter feels like? Glad I'm not her."

"Albedo. Factory. Wrecking havoc," Gwen said tersely.

"We should go," Ben said, running into the factory. The others followed suit, leaving Evan with a snoozing Carter propped up against the window.

The inside of the building was surprisingly clean despite the recent alien invasion. It was expansive with two assembly lines in the main room. One of the assembly lines was trashed, the end of it broken into bits. Boxes were stacked up against the walls and littered the ground, and quite a few scrap pieces of cardboard were strewn across the floor.

Gwen held up the rock with Albedo's mana and forced it to float in the air. It glowed pink before she winced and let it drop to the floor.

"Too many machines, not enough living things," she explained. "I can't track Albedo in here."

"We'll split up and surround him," Ben decided.

"How are we going to know which ones the real you?" Sam asked.

Kevin turned to the white board next to him and picked up a dry erase marker. He grabbed Ben's face and quickly drew an X on his cheek. Ben slapped his hand away.

"Hey!"

"We'll call you Ben X," Kevin joked. Ben glared at him and quickly wiped it away with his jacket sleeve. With that signal everyone split up, Kevin and Gwen going down a dark hallway, Ben into the maze of stacked boxes. Only Sam stayed behind in the assembly room.

She quickly picked up the rock Gwen used to track Albedo here. She had an inkling of how she could find him faster, despite the technology in the room. She went over to the broken assembly line and set the rock there.

Once, back when Sam was twelve, Evan had been having trouble using the earth to track people down. Given the fact that he was in a computer lab at the time, he deduced, "Too many machines, not enough earth." Sam had mulled it over in her head and responded:

"But aren't the computers technically a part of the earth?" When Evan gave her a confused look, she elaborated. "The machines are made with metal, which came from the earth. They've been purified and changed into something other than earth, but their origin is the same." He looked at her strangely again, and then beamed at her.

And with that simple explanation he had created a loophole in the tracking system. All you had to do was ignore the bastardized, human part of the machine and focus on the small, unchanged metals. It was difficult at first, but Evan had perfected it over the years. He naturally taught Sam and Carter how to do it as well, but he was the only one who could do it easily.

With her eyes glowing red, Sam cradled the stone in her hands and focused. She could see the outline of the building around her, a black image with white stencil designs. Red energy was flowing out of the rock, but it stopped and was spreading upward like the inside of a lava lamp.

Sam quickly refocused her energy and tried to ignore the manmade machines surrounding her. She could feel it, the earth around her. It was in miniscule pieces, but all the same it comforted her like a warm blanket. It gave the illusion of safety despite the circumstances.

And then Sam could feel him. The irregularity. Albedo was lurking somewhere in the back of the factory, watching them.

Her eyes snapped open, revealing the midnight hues of the factory instead of the white on black stencil design. Didn't Gwen and Kevin go towards the back of the factory? She immediately turned around and ran towards the entrance they went through.

"Sam?" a voice came from the cardboard labyrinth. Ben was walking out of it, a concerned look on his face. "Did you find him?"

"I think so," Sam said breathlessly. "He's in the back…" She cut herself off. Was Albedo in the back? Just moments ago she detected him, but he had an Omnitrix; he could turn into XLR8 or some other alien and move his location. She couldn't find him now if she tried.

Sam narrowed her eyes at the Ben in front of her and put herself in a fighting stance. "How do I know you're really Ben?"

He raised an eyebrow and put two fingers together in front of him. Lightning fizzled in between them, connecting the two and giving off a little light. Ben stopped the current and looked up.

"Okay, I believe you," Sam said, some of the tension leaving her shoulders. And then she remembered where the fake Ben was. "Come on, I think I know where Albedo is." He followed her towards the back of the factory.

"How? Gwen couldn't track him," Ben said as he ran.

"Evan taught me a way of tracking people even with machines in the room," she answered quickly. "It's not perfect, but it tells you…where…" she stopped short, Ben nearly colliding with her. Both of them stared wordlessly as they took in the sight of Ben Tennyson holding a hose in front of Kevin and Gwen, who were stuck to the wall with packing foam.

"Wow. Never thought I'd see you go bad," Sam told Ben. He glared at Albedo.

"Look, Albedo, I'm not giving you my Omnitrix," he said.

"I have all of your powers and a superior intellect," Albedo said snidely. "Surrender if you value your life."

Last time I checked, he didn't have all your powers, Ventus said in Ben's head. Sam was looking at him pointedly, a mischievous grin on her face. He returned it before Sam launched herself at Albedo.

Albedo hoisted the hose and fired it. Sam barreled through the foam, creating a flame shield around her. The foam blackened and curled up and fell to the ground.

While he was distracted, Ben launched himself into the air and sent ball lightning at Albedo. He looked up in shock before jumping to the side, hose forgotten. The ball lightning hit the ground with a crash, leaving a small, smoking crater. Ben landed on all fours just before it, and then straightened himself.

"Since when could you do that?" Kevin asked from the wall.

"Since about a month ago," Ben answered him before turning back to Albedo. He was up against the wall of boxes, opening and closing his mouth like a fish. Ben smirked.

"You got all my powers, huh?" A ball of lightning reappeared in Ben's hand. He held it up. "You really think that now?"

"How…" Albedo trailed off as he stood up.

"You may be smarter than me…"

"Oh, he's definitely smarter than you," Sam said from where Gwen and Kevin were. She was trying to unstuck them from the wall with her fire power.

"Okay, you are smarter than me," Ben corrected himself tersely, "but you'll never have all my powers. Surrender if you value your pride. "

Albedo slammed down on the Omnitrix, turning himself into Humungousaur.

"I guess he doesn't," Kevin remarked smartly.

Ben flung the ball lightning at Humungousaur-God, it was weird attacking himself- and fell backwards as the alien simply dodged the attack. Humungousaur roared and ambled his way towards Ben. He threw a punch down only to have the human dance away from it.

"What is he-" Gwen began only to have Sam shush her. She was nearly done with the packing foam, using her fire power as a laser down between them. It was quite convenient, actually.

Kevin and Gwen watched, enthralled, as they saw Ben leap and weave through the factory as the monster bellowed and threw punches at him. Ben was laughing, a carefree grin on his face as he somersaulted through the air like an acrobat.

"How come I've never seen him like this?" Gwen asked Sam, since she would have all the answers.

"Because he was ordered not to tell anyone," she said as she finished with the foam. "If Azmuth got wind of Ben having powers besides the Omnitrix, he could take it away from him."

"And that'd be bad," Kevin said.

Sam ripped away the last of the foam. "You have no idea." Gwen and Kevin fell to the floor just in time to see Humungousaur get flung all the way to the end of the factory by a wind so strong it should have came from a tornado. Boxes fluttered everywhere and debris fell to the ground as Humungousaur collided with the wall.

Kevin was the first to speak up. "With that kind of power, Ben doesn't need the Omnitrix."

Just then Ben came into view. Blood was gushing out of his nose, his face pale. He was panting and holding his right arm, which hung limply at his side.

"He's not used to using so much power," Sam realized. "He's too used to using the Omnitrix. If this keeps up, he'll need a doctor."

"Ben!" Gwen cried out worriedly.

"I heard!" he called back.

"But how?"

"Airwaves," Ben said like it was obvious.

A green light flashed, and Humungousaur turned back into Albedo. He stood up groggily, cradling the wall as his vision cleared. When he found his voice, he snarled, "I don't know how you got that power, but it is clear you do not deserve the Omnitrix."

"Oh shut up," Ben said, fed up. Wiping his face free of blood, he continued, "I've been using it help people while you've been hurting them. If there's anyone who doesn't deserve the Omnitrix, it's you."

Albedo was instantly on him, throwing a punch right at his face. Ben feinted to the right and heaved a punch of his own. Both arms had the Omnitrix on them.

The watches connected. Green lightning surrounded their wrists as they whirled in place. Ben threw Albedo to the ground.

"What's going on?"

"Their proximity is creating a bio-energy feedback!"

Ben had no idea what that meant, but from the green lightning that was pouring out of both watches, he figured it was bad. Albedo's hair turned from brown to white, his eyes green to blood red. Even his clothing changed; instead of a green jacket and black shirt, he had on a red jacket and white shirt.

"No confusin' those two now," Kevin said gruffly from the sidelines.

"Shouldn't we help him?" Gwen said, reaching for her cousin. Sam held her back.

"And do what? We'll get electrocuted along with him," Sam reasoned. "And even if we don't, we'll mess with the Omnitrix feedback. It's a lose-lose situation."

Albedo and Ben continued to struggle. "You have damaged this form," Albedo snarled. "You will pay!"

Ben punched him in the face. "Tell me how to get these apart!"

"Perhaps if one of us manages to die…"

"Don't tempt me!"

And then the two watches pulled apart, electricity fizzling out of them. Sam ran up to Albedo and kneed him in the stomach. He lurched forward, gasping for breath. She put a hand to his forehead and watched as his eyes rolled back and his body sag.

"What'd you do to him?" Ben asked her.

"Mind wiping," Sam said. "We don't need anyone telling him about the lightning."

A green glow erupted from the ground before Ben, and Azmuth stepped out onto the floor. Strange how someone so small could command so much respect. "Ben, why is the Omnitrix so badly overloaded? Are you trying to blow up the universe again?"

Ben pointed to the slumped Albedo in Sam's arms. Azmuth face palmed. "Well that explains it."

"Explains what?" Gwen asked as she and Kevin neared the Galvan.

"Albedo, my former assistant, built an inferior copy of the Omnitrix," Azmuth explained. "I warned him that there could only be one Omnitrix, and he ignored me."

"Someone's in trouble," Kevin said immaturely.

"Well of course he'd want one," Sam thought out loud. "Who doesn't want all that power? And the fact that a human had it must have really bugged him."

"Yes, and thanks to that mentality he could have doomed us all," Azmuth said solemnly.

Ben and Gwen shared a look. "So the universe really was at stake?" he asked incredulously.

"Albedo only wanted it to restore his original form."

"This human body is unbearable!" Albedo said as he woke up. He shifted in Sam's arms and pushed her aside. He stood shakily on both legs and glared at Azmuth.

"The face is even worse," Kevin quipped at Ben's expense.

"Albedo, through your arrogant act of rebellion, you have proven yourself the lesser being," Azmuth told him seriously. The Galvan leaped onto Albedo's arm and twisted the Omnitrix. The power source popped out of the watch and he grabbed it. He jumped down and said, "You will remain as you are, in a prison of your own making."

"No! You can't!"

"I have."

"I HATE YOU!" Albedo screamed as he slowly teleported out of there, the blue light washing over him.

When he disappeared, Ben walked up to Azmuth. "He won't bother you again," the Galvan reassured him. "From here on out you're on your own."

"But I still have a few questions!" Ben cried. "Like what's the watch really for? And how many aliens can I-"

"Look, kid," Azmuth cut him off tersely. "You alone have made the Omnitrix a force for good, in ways I never conceived. Its better I think to let you create your own way of using it." He jumped up and landed in Ben's outstretched hands.

"No question. For all my concerns, you are the only being worthy to bear it. And I'm not the only one who thinks so."

"Who else?" Ben asked.

"My business," Azmuth told him. "It's a…surprise."

"Now you're just teasing," Kevin said, walking up to the Galvan.

A white light was washing over Azmuth; he was being teleported off of Earth. "There are difficult trials ahead," he said quickly. "Be ready." And then he was gone.

"Difficult trial number one: your physics test," Sam said. "You have three hours until school starts. Hope you still remember everything Evan taught you."

"Crap," Ben groaned loudly.


Like I said, there won't be an Alice in Wonderland parody for a LONG time. And I mean LONG. Like not until Ultimate Alien long. Sorry 'bout that.