I do not own the Ben Ten franchise. There are direct quotes from the Alien Force episodes Vengeance of Vilgax, Primus, The Final Battle and Ultimate Alien episodes Transmogrification of Eunice and Ultimate Sacrifice.
Road to Forgiveness
"You have disappointed me, Ben Tennyson. I shall not help you again."
Azmuth didn't bother to wait for a response from the fifteen-year-old. With trembling fingers he disconnected the holocall, uneven breaths tearing from his chest as his mind raced.
How could he? How could he?
Ben directly disobeyed his order. He continued hacking the Omnitrix in his foolish attempt to open the Master Control, and now four of his alien forms were roaming free, and if not caught within the next few hours they would fade out of existence and their DNA would forever be erased from the Omnitrix.
Why did you help him?
He shouldn't have called back. But when his private computer console beeped, signalling a problem with his greatest creation, he had stared at the report for only a moment before angrily overtaking the Omnitrix from his lab located in Galvan Prime's central tower. There was no point in calling. Ben would only ignore him.
Force was necessary. With that boy, force was always necessary.
But no matter how angry he was, he knew the importance Ben held in each individual alien. They were more than shadows, more than reflections to the boy. They were real. To lose four at once would crush him.
Though he probably deserved to feel such agony. It would be nothing compared to what Azmuth was feeling right now, but maybe the child would learn something. Learn the costs of his mistakes.
Mistakes.
He had made so many mistakes in his life. Creating so many devices that the universe used to destroy other beings, to go to war and engage in pointless violence. In his attempt to redeem himself from the disaster that was Ascalon, he only ended up creating a device that many sought after to use as the ultimate weapon.
He gave up after that. Sent the Omnitrix to the person he believed would get the most good use out of it (how he hoped the Omnitrix would bring good to the galaxy) and exiled himself to Xenon, with help from his then-new assistant Myaxx. He wallowed in self-loathing, and his passion for science had withered to a spark. He grew pessimistic and paranoid of the universe he lived in and those within it. There was simply no hope anymore.
Then he came.
A ten-year-old child with a big mouth and a stubborn streak to match. His Omnitrix, the device meant for Max Tennyson, was attached to the child's left wrist. The boy forced him out of his protective space suit (developed shortly after the failure that was Ascalon to hide himself from the world) and requested that he fix the Omnitrix, which had been set in self-destruct mode.
For a while, Azmuth was content to let the universe be destroyed. He wouldn't have to live with anymore disappointment, wouldn't have to feel pain anymore.
But Ben Tennyson did not feel the same way.
He flung himself into battle, even though his prime tool of defense was currently out of order. He fought against Vilgax and his army, with determination steeling his bright green gaze. Azmuth remembered being transfixed by such bravery, by such devotion. The child was going to die fighting for the universe.
And here was Azmuth, centuries and centuries old, giving up like a spoiled brat.
He hadn't felt such hope for a long, long time. It was this that caused him to change his mind, to snag the Omnitrix from the boy's wrist and fix it. He was even more stunned as the boy adjusted to the new, unlocked To'kustar with ease. In little time, Ben had defeated Vilgax and thrown him into the depths of space.
It was that moment where Azmuth decided that the child would keep the Omnitrix. Max was a bit too old, anyway, and Ben had impressed him that fateful day more than anyone in his life ever had-including Zennith.
But more importantly, he had given the Galvan a reason to believe again, a reason to hope. If someone so young, and an Earthling at that, could hold such love and protectiveness over a universe he barely even knew, then not all was lost.
Over the years, Azmuth watched as Ben used the Omnitrix to protect, defend and maintain, the purpose it was always intended for. He watched as the child grew attached to his alien forms, and guided him during the lowest point in his young life- the loss of his beloved Feedback.
Ben was the person perfect for the Omnitrix, though Azmuth would never admit it. Yes, he was brash and reckless and immature, but he was also a boy not even close to adulthood. Mistakes were natural, though Ben performed far better than the Galvan ever expected of him.
But this.
This was a slap in the face. Azmuth had given a firm warning, promising the child that he would have access to the Master Control when he was ready. But Ben ignored him, and now the Omnitrix was damaged.
But not as badly damaged as their relationship was now.
He trusted him. He finally believed he had found someone who would not let him down. He…he believed in the boy.
Now he felt empty. He felt betrayed. He felt…hopeless.
"Aaaggh!"
With a frustrated, emotional scream, he grabbed the nearest empty beaker and flung it across the room. It shattered on the edge of a metal lab table, breaking into a dozen tiny pieces-much like his heart.
"Damn you, Ben," he whispered brokenly, burying his head in his hands. "Damn you."
…
A month passed before Azmuth saw Ben again. He knew it was inevitable-Primus was in danger, and the protocol he installed into the planet was to summon the Omnitrix and its creator. As Ben was attached to the Omnitrix, he was forced to come as well.
Vilgax had stumbled upon the planet, and knew instantly it was a Galvan creation-more specifically, the First Thinker's creation. So he waited, and when Azmuth showed up, he demanded the Omnitrix, or else his beloved planet would not emerge unscathed.
The Voliticus Biopsis brought him the Omnitrix, and Azmuth wasted no time in defending his precious creation.
…perhaps attempting to defend Primus was better wording. His skills were rusty-he had only taken the Omnitrix out for a test run a couple of times.
Finally, he came. With his cousin and the Levin boy.
The two charged into battle with Vilgax, giving Azmuth time to breath. He knew Ben was around somewhere, observing the action from a hidden place. Without the Omnitrix, he didn't have too much of a chance of victory against Vilgax, who was built for war.
It came as no surprise when Gwen and Kevin were easily defeated. Vilgax tore the Omnitrix from the Galvan and tossed him aside like trash. It was then Ben crawled out of his hiding place, moving to Azmuth's side.
"Ben Tennyson?" Azmuth asked, attempting to sound indifferent, though it was difficult (and painful, why did it have to be painful) as he stared into concerned green eyes.
"Azmuth, everything's going to be okay," the boy whispered, patting Azmuth's head comfortingly.
His brow arched. "Did you just 'there there' me?"
Their short reunion was cut off by Vilgax, who threatened to kill the boy's friends if he didn't show himself. Shooting a glance at Azmuth, Ben revealed himself, and the three teens were captured.
Azmuth should have been worried. He should have been agonizing over the dilemma-show Vilgax how to work the Omnitrix or let the teens perish? But oddly enough, he didn't worry.
Ben had given him that look that promised everything would be okay.
And despite his resentment, his grudge, the Galvan found that he still believed in the boy.
He came out of the shadows eventually, to let Ben know that he was still around, and to warn him. He also offered an explanation about Primus, because the Omnitrix was still on the child's wrist, and Primus and the Omnitrix were one.
He supposed he was, in a way, helping the boy, even though he promised not to help him again. But he couldn't help it.
Why? He betrayed me. I should leave right now. This is his mess.
But he stayed rooted in place, and watched the events play out.
Ben promised to show Vilgax how the Omnitrix worked, and panic filled his chest. He wanted to argue, but Kevin shot him a glare, warning him to stay silent. Gritting his teeth, Azmuth watched, and hoped desperately he would not be heartbroken again.
He wasn't.
With his ingenuity, the boy tricked Vilgax into turning into the Polymorph form and turned off the artificial gravity device. Vilgax was reduced to a pile of slime, and Ben took his Omnitrix back. A battle ensued, and Vilgax fell into the Condon stream, emerging quadruple his original size.
Azmuth could not stop the smile that curled across his lips as Ben turned into the form he deemed Way Big. For the second time in his life, Ben tossed Vilgax into the far reaches of space, and Azmuth experienced déjà vu.
When all was done, the child reverted back to his skinny fifteen-year-old form and turned to the Galvan with a smile. Azmuth stared coolly back, and his chest ached more than it should when shame and disappointment dimmed the light in those green orbs.
Ben was too proud to apologize, and Azmuth was too stubborn to forgive.
Ben freed his friends, and together they ventured across Primus. Azmuth had a few things to check on before he started the process of relocation, and the trio of Earth teens needed him to teleport them back to Bellwood.
He wanted to get rid of them as soon as possible, but they were more than content to walk with him, chatting easily and laughing. Ben walked alongside the Galvan, arms swinging by his sides, and they reached the point in conversation that Azmuth wanted so desperately to avoid.
"So…are we okay again?" asked the boy hesitantly. "Does this make up for-?"
"Damaging my Omnitrix?" Azmuth interrupted, halting his steps. He turned around and glared up at the boy.
You've no idea what you've done. What you've done to me.
"No. I shouldn't even allow to leave with it."
Ben bent down slightly and offered his left arm. Azmuth felt his heart freeze at the action and he rolled his onyx gaze up to meet miserable green. "But will you?"
This was it. He could take the Omnitrix and never have to deal with him again. It would be appropriate punishment. Ben deserved it.
But…but he couldn't do it.
Taking the Omnitrix would leave the world without a hero, and the child would be vulnerable to the multiple enemies he had made over the years. Above all else, no matter how much he denied or groused, Ben Tennyson was the only one the Omnitrix was truly meant for. He knew that now. Though he no longer knew how he felt about it.
This simple action, the boy willingly offering his most prized possession, caused Azmuth to deflate his anger. "You are welcome, Ben Tennyson."
A delighted smile greeted his words, and another vexing stab of tightness assaulted his chest.
Why do you have to make this so difficult?
…
Myaxx was worried.
She was not someone who worried often, but after witnessing Azmuth's decline in behaviour over the past couple of months, she was starting to wonder if her life was about to take a relapse.
Azmuth grew colder, harsher, and his already-short fuse only shrunk more. He had devolved into the Galvan she knew before Ben came into the picture. She didn't know exactly what happened between the two, but whatever it was, she hoped it was resolved soon.
She watched as her boss paced back and forth in his lab, muttering under his breath. Albedo had stolen his incomplete successor to the prototype Omnitrix, and in his hands it would be extremely dangerous.
"You ought to tell Ben," she said at last, preparing herself for the backlash.
Sure enough, it came. Azmuth whipped around to glare fiercely at her. "I do believe that decision is up to me," he said icily.
Myaxx frowned. "The first person Albedo is going to go after is Ben. Who knows what kind of modifications he'll make to the new Omnitrix? Ben needs to be warned."
"He's dealt with Albedo before."
Despite his attempt to sound dismissive, Myaxx saw through his façade. Azmuth knew the dangers of Albedo having the incomplete Omnitrix in his possession. But he was battling with himself. He had vowed not to help the child-a vow he had already broken before.
"If you don't help him, there's a good chance he'll die."
Azmuth could not disguise his violent flinch. "Get back to work!" he barked, fists clenched tightly at his side.
Now satisfied, Myaxx obeyed. Because whatever Ben did to hurt the First Thinker so badly, it was not enough to make the Galvan turn against him. But the rift was still there. She hoped it would be repaired soon.
Azmuth needed Ben just as much as Ben needed Azmuth.
…
He transported himself to the area Ben was in. Standing on a tree branch, the rain pounding down the Earth below, he was protected by the overhanging leaves. The Rust Bucket was in the distance, though he couldn't see it. It had been a few hours since Myaxx confronted him, and new events compelled him to react.
The idiot child had handed over his Omnitrix to the most dangerous creature in the galaxy.
His system warned him immediately once the ownership was switched. With no Omnitrix, Ben stood very little chance, especially since his two greatest enemies had temporarily teamed up to eliminate him. Unable to stand by, he finally teleported to Earth.
But yet, he couldn't bring himself to approach Ben.
Rubbing a hand down his face, he listened to the calming sound of rain water splattering against the leaves. What was he supposed to say to someone he hadn't seen in months? Someone he cut off all contact with? For all his attempts to stay away, circumstances kept bringing them together.
A flash of black caught his attention and his turned his head. The boy himself stumbled towards the trees, brown hair plastered to his forehead. His signature green jacket was gone, leaving his skin exposed to the frigid water and his black shirt sticking to his torso.
Ben stopped moving, a few feet away from the tree branch Azmuth occupied. The boy swayed, his face as mask of utter misery, depression and hopelessness. It was an expression Azmuth was well-accustomed too-he'd born it many times years ago.
Without warning Ben dropped to his knees, head flung back to the raining heavens above. "Azmuth, help me! Please! Just so I can help them!"
It was a cry filled with anguish, a tone so broken that Azmuth felt his chest squeeze painfully. It took a moment for him to find his voice. When the boy finally got back to his feet, the Galvan managed to speak.
"You are a fool."
Whipping around, Ben stared, his face filled with such relief that it was almost too much to bear. It'd been a while since he'd seen those green orbs…
"You don't hear me arguing," said Ben feelingly.
"The Omnitrix wasn't meant for you," said Azmuth, his tone familiarly sharp. "It was intended for your grandfather, the greatest Plumber in the Milky Way galaxy."
"But I found it."
"An accident," said Azmuth shortly, and he should not have felt pity when the boy's expression fell. "Unfortunately, you DNA signature was close enough to Max's that it allowed you to put it on."
Pursing his lips, Ben looked up. "Why didn't you take it from me?"
"I intended to," he admitted softly. After leaving the Omnitrix in Ben's possession five years ago, he had immediately regretted it. He'd done enough wrong in his life-he didn't need to add weaponization of a child to the list. "But your grandfather convinced me you were a better choice, that you had seeds of greatness."
Turning on his heel, the Galvan paced down the branch. "Almost immediately I thought I'd made a huge mistake. Your brashness and immaturity made a bad impression."
He remembered the early days, watching as the then ten Ben wielded his greatest creation. He saw the arrogance, the recklessness of his actions, and feared of what he might become, being trusted with so much power for one so young.
At the sullen expression on Ben's face, Azmuth suddenly felt the need to continue. "But then I saw you grow. Witnessed your bravery and ingenuity in ways that never even occurred to me. Me! The smartest being in three galaxies. Arguably five galaxies."
Ben looked down, eyes closing in shame. "But then I let you down."
Azmuth paused his pacing, eyeing the boy out of the corner of his eye. "You did," he said, managing to keep his voice above a whisper. "Disobeying my orders, hacking the Omnitrix-"
"Turning Kevin into a monster," the boy added, green gaze locked onto the ground.
"-and now you've given the Omnitrix to the most dangerous being in the universe."
Ben flinched and lifted his head, staring at Azmuth imploringly. "Tell me what to do," he pleaded. "How do I beat Vilgax and save the Earth?"
Azmuth looked away, idly rubbing his chin as he thought. He didn't want to give the boy a straight answer. He'd vowed not to help the child, but at the same time, he couldn't leave Ben to face this without some guidance, even it was vague.
"Not so easy to win without the Omnitrix is it?" he said finally, folding his hands behind his back as he glanced at Ben.
Pursing his lips, the fifteen-year-old thought about the Galvan's words. After a moment of deep thought, a smile broke across his face and he looked gratefully up at Azmuth. "No. It isn't."
Azmuth hastily turned his face heavenward so that he would not have the sudden smile facing Ben. He stared at the grey sky, the rain water gently striking him as he stepped out of the coverage of the leaves. He spread his arms out and sighed contentedly. "Lovely weather on this world."
Ben smiled softly, and for that brief moment, they were at peace.
…
Kevin Levin had gone insane again.
In their final attempt to stop Aggregor, the Levin boy absorbed the Ultimatrix to stop the man. But in the process, he went insane for the second time in his young life and fled, his body mutated beyond recognition.
Paradox had casually informed him of this when relying the news of Aggregor's failed plan. The Time Walker no doubt had an ulterior motive, but Azmuth didn't bother to decipher it, though he had some idea. If his purpose was to put his full attention on Ben (which he hadn't for quite some time) then Paradox accomplished it.
Unable to avoid the curiosity of how Ben would handle the situation, Azmuth watched in his own secret way. He watched Ben attempt to solve the matter peacefully, but quickly changed tactics when it became apparent just how warped the teen's mind had become.
And he turned into a completely different person.
Warm green eyes developed cold steel, a face hardened with indifference, a voice turned frosty as he informed his cousin of what he intended to do. If Kevin did not stop, then he would take it upon himself to stop him-for good.
Azmuth was certain his heart stopped for a minute or two.
There was no hesitance, no reluctance shown by the boy whenever he spoke of killing Kevin. It didn't seem to matter to him now that Kevin was his best friend. He focussed on the bigger picture and understood that if Kevin wasn't stopped permanently, more and more would get hurt by the insane Levin.
Azmuth watched as Ben stood indifferent to Gwen's desperate pleads. He was bound and determined to do his job, even if it resulted in his cousin's hatred of him.
It reminded the Galvan of himself, at a time where he would do anything to achieve his scientific achievements no matter who it hurt. The coldness in Ben's gaze would have once reflected in his own onyx stare. There were more alike than he ever wanted to believe, because the last thing he wanted was for Ben to condemn himself like he had so many years ago.
So it came as a massive relief when Gwen managed to convince Ben to allow the genius Cooper to hook a defeated, mutated Kevin up to a machine. Levin was returned to normal, and it was only then did Ben smile, for the first time in weeks.
But the fact remained that Ben was entirely willing to kill, even his own allies, if they proved to be a severe threat to the universe.
And that scared Azmuth more than anything.
…
It was about two weeks later when Azmuth found himself back on Earth, watching as Sunder, Ben and his allies tumbled about in the mud. His gaze drifted to the unfamiliar blonde lingering about, eyes wide with fear, and he recognized her as the Unitrix instantly.
Of course. It was perhaps inevitable that the child who found his Omnitrix would find his Unitrix now.
"Wallowing in the mud," he said disdainfully, catching their attention. "Why am I not surprised?"
"Azmuth?" Ben transformed back to his human form and approached the Galvan curiously. "What are you doing here?"
"Attending to trivialities that should have easily been handled by my proxy."
Sunder got to his feet, dripping with mud and appropriately sheepish. "I'm sorry sir. I just needed more time."
"As if you're a match for Tennyson."
The compliment came out before he could stop it. Ben's face lit up and he turned to the alien bounty hunter with a smug smile. "Don't take it personally."
Great, Azmuth thought, annoyed with himself. He still wasn't entirely alright with the child, and probably wouldn't be for a long time. The last thing he needed was for Ben to think everything was fine between them. Easy enough to rectify.
"You're a buffoon!" he snapped, causing the boy to spin around in surprise. "Once again involving yourself with matters that are none of your concern!"
"Eunice is my concern!" Ben snapped, just as firmly.
Azmuth arched a brow. He eyed the blonde that hesitantly approached Ben's side, her own green gaze eyeing him curiously. "Eunice?" he echoed. "Is that what you've been calling the Unitrix?"
"Unitrix?" she piped up. "Is that my name? You know who I am?"
Interesting. "You are a Unitrix," he corrected. "One of my early prototype models of the Omnitrix."
Gwen's eyes widened in realization. "Uni as in one instead of omni meaning all."
Azmuth nodded. "Indeed. Originally I planned to create a separate device to store the DNA of each species."
"So when I cut my hand opening the space pod…"
"It sampled your DNA, randomized it and created Eunice," Azmuth finished for her.
Kevin crossed his arms. "So basically you lost your doohickey and hired Sunder to find it."
"A wasted effort," he groused. "And after all the bother of freeing him from the Null Void."
Eunice studied him nervously, hands folded in front of her. "What happens to me now?"
Azmuth eyed her indifferently. "You go back into storage."
Horrified, she stumbled back. "No, please!"
Ben immediately stepped protectively in front of her. "You can't just store a human being!" he said furiously.
"She's not a human being, she's a construct," said Azmuth dismissively. "No more alive than any of your transformations. She's not real."
Anger flooded the boy's face, and Azmuth remembered that no matter what he thought, Ben found a living value in his transformations. "Who are you to say that?!" he said heatedly, fists clenched at his sides. "My transformations are real and she's way more human than you are!"
"The Unitrix is dangerous," returned Azmuth, eyes studying Ben intently. "I can't let her roam around unsupervised. I'm sorry, Ben."
Resolve hardened his green gaze and he lifted his left wrist. "I'll fight you, Azmuth."
A smirk surfaced on the Galvan's face. Despite their current rocky relationship, Ben was entirely willing to create another rift if it meant giving Eunice her freedom. He would do anything, however drastic, if it meant giving freedom to those who needed it. It was impressive for someone so young. "I believe you would. Very well, Unitrix-Eunice. Come with me. We'll find you someplace safe to live. I could always use more help tending Primus."
Eunice looked at Ben, who gave an encouraging nod. They said their goodbyes, and the blonde approached him, with shining green eyes that made her Tennyson DNA evident.
His will was crumbling. He was tired of the wall that had grown between him and his wielder. But at the same time, the trust was gone. And what was a relationship without trust?
…
Teleporting to the coordinates Kevin had given him, they were greeted by the sight of Gwen and a group of Ultimates standing by Ben's still form. Kevin raced over instantly, gathering the girl in his arms. "What happened?" he demanded, glaring fiercely at the aliens standing over them.
"Ben s-s-sacrificed so t-t-that they c-c-could be f-f-free," she sobbed, clinging to Kevin. Wet eyes locking onto Azmuth, she pleaded, "Help him!"
"He's fine," the Galvan reassured, seeing the minimal rise the child's chest took with each breath he took. He hopped onto his chest and felt the pump of his heart. Snapping the Ultimatrix from his wrist, Azmuth jumped back to the ground and glanced up at the freed aliens. "He sacrificed himself?"
"Jumped into the pit of fire," Ultimate Humungousaur confirmed, eyes locked on the human. "No hesitation…"
A warm feeling grew in Azmuth's chest, until it was so strong that it nearly strangled him. A fifteen-year-old human was willing to die so that his alien forms could be free. That was all that mattered to him. It was so pure, so wholehearted that the Ultimatrix reset itself.
He glanced over at the child, whose eyes were closed and lips were parted slightly, allowing puffs of breath in and out. He was reminded of the day so long ago, when Ben had impressed him with his desire to save the universe. Nothing had changed-the dedication he held to the creatures of the universe was as strong as ever.
With a soft moan, Ben's eyes fluttered open. "What happened?" he asked groggily, gingerly sitting up.
"Your sacrifice reset the Ultimatrix," explained Azmuth, fiddling with some wires. "The flaw that generated the self-actualized Ultimates has been corrected. Any Ultimates generated from this moment forward will simply be reflections of you, as was always intended."
"But I jumped into the pit," said Ben in confusion. "Why am I still alive? Not that I'm complaining, mind you."
"Your intention is what mattered to the Ultimatrix. The fact that you were willing to sacrifice everything in order to set them free. A genuine self-sacrifice. More rare than austenite or francium." Azmuth finished the repairs and set the dial back into place. "That's twice today I have found a small measure of hope. A very disturbing pattern."
"Glad you're all happy. But where do we go when the only home we've ever known was in that device?" Ultimate Humungousaur asked.
"You could always go back in," joked Kevin. At the withering look, he hastily added, "or not."
"Somewhere out there is a planet where you can be free," promised Ben, gesturing to the wide expanse of the night sky.
"And I can take you there."
Summoning a portal, Azmuth motioned for the Ultimates to walk through. They did, with Ultimate Humungousaur saying a few grateful, apologetic words to Ben before departing.
Before Azmuth stepped through, he glanced over his shoulder and onyx met green, and emotions conveyed more than what words could ever say. Ben's eyes brightened with happiness, and Azmuth gave a slight smile in return.
The rift between wielder and creator was finally mended.
And they couldn't be happier.
