I do not own the Ben Ten franchise. This chapter holds dialogue directly from the Omniverse episode For a Few Brains More. An exploration of Azmuth's thoughts and feelings during the episode.

Stolen Intellect

"Azmuth, Ben Tennyson is on call stream."

"Take him off call stream," came the First Thinker's curt response. The Galvan was currently standing amongst a sea of wires that flowed from one of the many computer systems centralized in Galvan Prime's main tower. "I don't have time for his blathering."

Myaxx, his personal assistant, crossed her arms dubiously. "If I may be so bold-"

"I'd rather you didn't," Azmuth replied.

But she did, anyway. "You haven't made much progress in the past two hours."

"That's because some numbskull wired the system backwards," he hissed, casting a quick glare over his shoulder at the numbskull he was referring to. The Galvan only shrugged in apology. After all, it was humiliating enough to have to admit that you read the instructions wrong, especially if you were a Galvan.

"You know he's only going to keep calling. Besides, it might be important."

It was Azmuth's turn to glance dubiously at Myaxx. He supposed, by Ben's standards, that his calls were important. In reality, they were nothing but a waste of precious time. He was beginning to regret giving the sixteen-year-old boy his number.

But she did have a point. Ben never took the hint and continued to call until the genius gave in and answered. And apparently, it was a routine that was continuing on its cycle. "Fine," he grumbled, dropping a cluster of wires. "You can deal with this then."

He left his assistant to deal with the wiring nightmare and approached the call monitor. He pressed the button and crossed his arms impatiently. "This better be good, Tennyson."

"Is the Omnitrix supposed to be buzzing?"

Azmuth noted that his voice sounded a bit off, but he didn't concern himself with it. Humans were notorious for their consistent acquiring of diseases. Their immune systems were rubbish. "I'm going to kill you, Tennyson."

"Azmuth, seriously, it's glowing now. I think I broke it."

"You're always breaking it!" Azmuth snapped. "If I have to come down there, I'm taking the blasted thing back with me."

"Azmuth!" Ben whined. "Give me a break!"

"I think I've given you too many," he returned.

"Are you gonna help me or not?" was the impatient reply.

Azmuth hesitated. He hadn't felt any disturbances from the Omnitrix, and the console linked to the device wouldn't be any help, as it was currently in the process of being rewired. "I'll be there in a moment," he finally agreed. After all, he had spent six years creating that Omnitrix. He wasn't going to take the chance that the problem was nothing-especially since it was in the hands of the most clumsy and accident-prone creature in the universe.

"Great! I'm at Mr. Smoothy's."

"You don't need to tell me where you are." Azmuth rolled his eyes. But he set the destination in the remote and pressed the button. A green light engulfed him, transporting him towards the popular teen hangout that Ben favoured so much. When the light dispersed, it was not the familiar green orbs he was peering into, but a wicked red that made his body seize.

"Albedo."

The Galvan trapped in human form quickly bent down and grabbed Azmuth, lifting him up from the ground. "Well, well. It's been so long, First Thinker. I'll take that little device of yours. Can't have you leaving so soon."

Azmuth narrowed his eyes as the remote was wrenched from his hand and stomped underfoot. "That was a clever trick, Albedo," he said coolly. "It seems that you have more of Ben's DNA than previously thought."

"No thanks to you," Albedo hissed, his eyes hardening in rage. "I've been stuck in this infernal form for far too long. I'm getting out-permanently."

"And how do you propose to do that?"

"Oh, I've already figured that part out." Albedo grinned evilly. "But that's a secret."

A sharp pain cut through Azmuth's small form, and he convulsed for only a moment before going unconscious. Albedo raised his Ultimatrix to his lips and demanded, "Khyber! Bring the ship down. I've got him."

Now all that was left was to trick Tennyson into his trap. Then everything would be in place.

And he'd be rid of Azmuth and Ben once and for all.

When Azmuth finally awoke, it was with a headache that only worsened when he squinted his eyes, as he was in complete darkness. His arms and legs were restrained and a metal band snaked around his cranium, and he could feel thick wires brushing the back of his neck.

Albedo had never been a particularly difficult character, so it wasn't hard to figure out what the demented Galvan was up to. To Azmuth, it was rather obvious, though he doubted Ben would have even an inkling as to what Albedo was up to.

He knew it was only a matter of time before the teenager showed up. Albedo wouldn't pull such a scheme without his arch-nemesis around to witness the grand reveal. If it was one thing Albedo always had, it was a flair for the dramatic.

It was horribly vexing, knowing that he couldn't do anything except hang limply in his restraints. With his remote destroyed he didn't have a way to contact the Omnitrix wielder. All he could do was wait. Which wasn't ideal, considering he didn't hold a large capacity of patience.

But it wasn't long, he'd guess about twenty minutes, before voices and shouts erupted from wherever he was being held captive. Soon the panel blocking him from sight slid back, and he had to take a moment to adjust to the bright fluorescent lighting of whatever forsaken place Albedo had dragged him to.

When his vision cleared, he found himself staring into the frightened gaze of Ben Tennyson. "Azmuth!"

Fear laced that one word. Azmuth's gaze flicked over to Albedo, who was no longer in human form. He managed to maximize his original Galvan form and was floating in midair a few feet away. There was glee on his expression. He knew he had Ben where he wanted him-the boy wouldn't do anything if told harm would befall his mentor.

Azmuth turned his head back to Ben and gave him a sharp glare. He lost track of the amount of times he told the boy to stop allowing his emotions to control his thoughts. He needed to calm down and think this situation through.

Ben caught the unspoken warning and took a quick breath to steady himself. Green eyes hard, he glared at the two villains standing before the chamber that contained the Galvan.

The daring expression not unmissed, Khyber snapped, "Stay back! You're little old Galvan wouldn't hold up to rough play."

Fists clenching, Ben frantically assessed the situation. Grandpa Max and Rook were armed, and he of course had his Omnitrix. Though it wouldn't do much, since Khyber had some new pets with a Nemetrix attached to each. A natural enemy for every one of his aliens.

"Albedo, this is exactly the kind of thing that got you fired," remarked Azmuth. His former assistant had always been a bit too eccentric and ambitious for his tastes.

Albedo's only response was a frustrated growl. It seemed that he understood that he could never best the First Thinker in a battle of wit. Azmuth's sharp tongue was difficult to beat.

Ben darted his gaze between the two Galvans for a moment before finally settling on Azmuth. "What's the game plan Azmuth?" he asked, unable to keep the anxiousness from his tone. He understood that he was admitting he had no idea where to go from here, but there was no time to worry about his pride. "The smartest guy in the galaxy must have a thousand contingency plans in place!"

He must be joking, thought Azmuth.

But one look at the teen's face told him otherwise. "Contingency plans?" he echoed in disbelief. "Who has time to worry about that nonsense? Hurry up and extricate me!"

Frankly, his limbs were aching and he really did not Albedo to get a hold of his vast intellect. Not because he believed the world would be doomed, but because it would be utterly humiliating if he lost his intelligence to that crackpot.

His demand seemed to spring Ben and his teammates into action. They jogged towards him, wariness in their gazes with each step they took.

Khyber let out a whistle, the slits in his neck contracting as the shrill sound pierced the air. One of his beasts jumped into action, multiplying by three and tackling the three heroes to the ground with little trouble.

"What the-?" Max said, shocked.

"Ditto predators," said Ben grimly, struggling under the creature.

Albedo smiled smugly and floated to face Azmuth, his red eyes sparkling in triumph. "First Thinker, I know you're wondering why I brought you here."

Azmuth levelled him with a disinterested glance. He knew very well what was going to happen. While he wasn't terribly concerned (Albedo had no idea what he was in for) it was still embarrassing. "If you're going to go into detail, for goodness sake, be brief."

Albedo scowled. It unnerved him, how calm Azmuth could be in such drastic situations. He wanted to see fear, he wanted to hear him plead. But it was obvious that, no matter what he did, Azmuth would not give him any satisfaction from his capture. "Fine," he hissed. "Briefly."

He floated up and around his device. "I have built a cerebral vortex. I shall drain off Azmuth's mental abilities and use them to augment my own ultimate Galvan mind. Why? With my hyper-evolved brain combined with Azmuth's-"

"You'll be about as smart as Azmuth," finished Ben, sparks of unease twisting through his gut. Above and beyond his race, Azmuth's intellect was not something he wanted in someone else's mind-especially if that mind was Albedo's.

"I'm afraid you haven't thought this through thoroughly," Azmuth said idly, feeling the need to give his former assistant a warning, even though he knew it would go unheeded. Nevertheless, no one would be able to blame him for not trying.

"Don't talk down to me First Thinker!" Albedo snapped, turning the cerebral vortex on.

Severe pain jolted through his body, the majority of it taking place in his head. He could feel his intellect being sucked out slowly, almost agonizingly.

"And I wasn't fired. I quit!"

In his unintelligent state, he could barely form coherent thoughts, never mind words. While he was aware of the events happening around him, he didn't understand them. His intellect, which took the form of a glowing green sphere, understood everything, but had no idea what has happening.

It was an unideal situation.

After attempting a few times to assist Ben in getting his brain back into his body, he quickly realized that this was just one of those situations where he needed to rely on Ben to get the job done. It wasn't an entirely comforting thought, but he grudgingly admitted that the boy always pulled through in the end.

He would just have wait.

How he hated waiting.

But before he knew it, he was jolted from his completely oblivious state back into his sharp, observing state of mind. With a soft grunt, he opened his onyx gaze to see Ben peering worriedly down at him. "Azmuth? Buddy? Pull my finger?"

Azmuth stared at the extended index finger, dimly aware of the moment where he had done the same thing to the boy. His second mind had fused with his intellect, allowing the memories from both brains to merge together.

"Don't be infantile," he dismissed, swatting the finger away and sitting up.

Relief flooded the boy's gaze and he gave a smirk. "You know, you'd still be the smartest guy in seventeen galaxies if you lightened up."

Azmuth glanced up to see a knowing glint in Ben's eyes. The teen understood that there was no need to discuss the events that had just occurred. He understood the reasons why Albedo's plan failed, and knew that there was no need to reiterate what they both knew. Strange, really, that these moments of clear understanding occurred between him and a sixteen-year-old Earthling.

"Five galaxies," the Galvan corrected. "Why is that difficult to remember?"

There was no thank you from him, no exclamation of are you okay? from Ben. His sharp and condescending remarks did not faze the boy, who fell easily into the banter that they had been exchanging for nearly six years.

"Whatever." Ben rolled his eyes. "But as long as your brain is back, I have a question. With the old Omnitrix controls I got whatever alien I wanted, practically every time. If you're such a genius, how come-?"

"I am a genius," interrupted Azmuth, sending the boy an annoyed glance. "But I expected more dexterity out of those fat fingers of yours."

Ben's face flooded with indigence. Azmuth hastily turned on his heel and strode to Albedo, his back to the child and his smirk hidden.

"They look okay to me," Ben muttered, and despite the fact Azmuth was no longer facing him he could visualize the pout forming across the boy's lips.

"Then stop banging so hard on my Omnitrix," he chided, moving closer to the unconscious Albedo. "The impact sends the timeout function to a random-"His eyes fell onto the piece of technology clamped to Albedo's back. "Hello. Clever device. Looks like it could run forever." He tinkered with it briefly before fastening it back to Albedo's robe.

He turned back around to face the three Plumbers. "Well, call if you think-"

He caught Ben's eye and the child gave a mischievous smirk. He knew very well how his calls annoyed the Galvan, and would no doubt abuse his permission. Azmuth turned his head swiftly to Max and amended, "Max, call if you think it's important."

As he teleported away, he wished he could stick around to see Albedo's reaction when he discovered he would be trapped in the form of an eleven-year old Ben Tennyson. But if he did, his wielder would only tease him for being infantile.

Such was the nature of their relationship, not that he wished it to be any other way.