I do not own the Ben Ten franchise.

This chapter takes place during Malgax Attacks, so there are direct quotes from this episode.

During one certain scene (you ought to know which moment I'm talking about) I actually had to pause the episode because I had burst into tears. But then I finished the episode and all was well again.

Of Slimebiotes and Contingency Plans

When Azmuth entered his lab, it was to see Myaxx chatting with someone over the call system. He immediately tried to backtrack, but his assistant caught him. "It's for you," she informed with a grin.

"I know. Hence trying to make my escape," muttered Azmuth. "What do you want, Ben?"

"How'd you know it was me?"

"There are very few people who call me, and unfortunately, you are one of them. I shudder every time the console buzzes."

"Thanks," the boy returned sarcastically. "That really makes me feel good. Listen, I need your help."

Smirking, Myaxx left the room, intending to finish her own duties located on one of the lower floors of the building. "Good luck," she whispered before she departed completely.

Grunting, Azmuth crossed his arms and stared at the speakers on his console suspiciously. "With what?"

"I'll explain when I get there."

"Don't tell me you're near," said Azmuth in dismay.

"Yeah. About three minutes away from landing."

"Ben, you told me you called him before we left," interjected Max in annoyance.

"Well, I lied. I was afraid he would say no. So it's a surprise visit."

"It's not a visit," snapped Azmuth. "You're coming here to bother me with a trivial matter."

"It is not trivial!" whined Ben. "You'll see once we get there!"

"Ben-"

"'Kaywe'llseeyousoonthanksyou'regreatbye!"

It was all said in a rush and the boy hung up before the Galvan could respond. Huffing in frustration, Azmuth twisted on his heel and headed for the transport tube. He swished down to the main floor and exited the large glass doors. He could see the oncoming spaceship and reluctantly headed over to where he suspected they would land, which was rather close to Galvan Prime's main tower.

One of these days, I'm going to really give it to him, thought Azmuth, hands folded behind his back as he walked. The teen was not dumb, and therefore had figured out the tricks into getting his mentor to help him out with certain situations.

The green Plumber spacecraft landed and the hatch opened, letting Max, Blukic, Driba and the skinny teen himself clamber out. "Alright, Ben, what trouble have you brought me this time?" he asked heavily, approaching them.

"Ben has a pest control problem," informed Max.

"I resent that," said an unfamiliar voice haughtily.

Ben crouched down and extended his left arm, so that Azmuth could see the creature that was firmly attached to his Omnitrix. "A Slimebiote," he observed with intrigue. "I've never observed one. They're thought to be extinct."

"Hello, Ben, Magister Tennyson," a cheerful voice greeted, and Azmuth flicked his gaze over to see Luhley walking over to them.

Blukic and Driba immediately had all eyes on her. Blukic shoved his partner aside and stepped forwards. "Hi, Luhley," he greeted. "You look mighty lovely today."

Not one to be upstaged, Driba came up behind Blukic and knocked him aside. "Yeah, Luhley. Your skin flares gently in the gentle afternoon sun."

Less impressed with her two fellow Galvans, Luhley greeted flatly, "Hi Blukic, Driba."

Slightly amused by the duo's attempts to catch the Galvan Plumber's attention, Azmuth motioned for the group to follow him. "I'll see what I can do," he directed at Ben, who stood up with a hopeful smile.

They made their way towards the main tower. Azmuth glanced up at the teen with a slight frown. "Exactly how long has the Slimebiote been on my Omnitrix?"

The boy flushed. "Um…a couple of months."

"And you didn't think to inform me about this development as soon as it happened?"

Ben rubbed the back of his neck. "Of course I thought about it. But I wasn't sure how you would react, so I didn't do it."

"So now that you're tired of him, you decided it was the time that I know about it, just so I can fix the problem you landed yourself in."

"I didn't land myself in anything!" defended Ben. "It just happened!"

"You were careless."

"You're in trouble," said the Slimebiote in a sing-song voice.

"Yeah? Well, you're about to get your slimy butt knocked off," snapped Ben.

"So rude. Not only do you mistreat me so horribly, but you failed to introduce me to your friend."

"I-oh. I guess I did. Azmuth, this is Skurd. He's a pain."

"And I'm attached to an even bigger pain," returned Skurd, pleased when his host's forehead creased in frustration.

Azmuth quelled the smile that wanted to appear. It was amusing to see his wielder, who was always so snippy and sharp-tongued, get flustered by someone other than him. There were very few people who had the ability to outwit the boy, and it was nice to see someone else who could throw the teen through a loop.

They reached his lab and Ben settled himself down on a lab table. Azmuth inspected the Slimebiote for a moment and Skurd stared impassively back.

"So what's the verdict?" spoke up Ben.

"I can use ionic particle surgery to break the genetic adaptation between the two of you," said Azmuth, lightly taking Ben's left hand and surveying the deep roots Skurd had made into the Omnitrix's interface.

Ben snatched his hand back, an uncertain expression on his face. "That sounds kind of…ow," he said, holding his left arm to his chest.

"You think?" muttered Skurd.

"It's practically painless," assured Azmuth.

"Practically?" shrieked Skurd.

That was enough for Ben. "Great! Then what are we waiting for?"

Skurd extended up Ben's left arm so that he was level with the teen's face. "Don't do this, Ben! I beg you, you need me!"

Ben snorted derisively. "In what galaxy?"

Azmuth frowned slightly, not liking the arrogance that seeped into his tone. "Yes, Ben. Are you sure you want to do this?"

"Yeah, why wouldn't I?" he replied, genuinely baffled.

"Good relationships can be hard work, but it's often worth it."

There was a brief flash of understanding in Ben's emerald gaze. He knew Azmuth was referring to their own relationship, and the many trials they faced over the years. Azmuth knew the frustration of dealing with someone who was both similar and dissimilar to his own personality, for Ben was as stubborn and firm in his beliefs as he was, but Ben was impulsive whereas Azmuth was logical. The Galvan would admit to wondering if the effort he was putting into their relationship was worth it, especially during the days where Ben's ego caused him to want to smack the boy a good one.

But all the effort he invested in the relationship with the sixteen-year-old Earthling was most certainly worth it, and he had a feeling that Ben would regret separating with Skurd over what was no doubt a petty argument or occurrence. He liked to act rather than think, and Azmuth doubted he would ever grow out of that habit.

So as a mentor, he would guide and advise when necessary.

The problem was getting the hard-headed boy to actually listen.

Emerald eyes flicked over to the Slimebiote on his shoulder, hesitating for only a moment. Determination soon shone in his orbs and he said feelingly, "This one isn't."

He glared at Skurd, and the Slimebiote glared back. Azmuth quelled a sigh. "Alright, then."

Going over to his equipment cabinet, he removed a skinny silver device with two pricks at the end. Ben laid his wrist on the table and Skurd eyed the device warily. Azmuth dug the pricks in between Skurd and the Omnitrix and turned it on.

Skurd immediately yelped as the volts went through his small form, forcing him off of the Omnitrix and dropping to the floor. "You got what you wanted, Ben. I hope you're satisfied."

"Skurd, how do you feel?" asked Max.

"Never better," he returned moodily. A yelp escaped him when he was suddenly seized by a pair of tongs and placed in a container.

"This containment unit comes with a morphogenetic dampening field that will inhibit your unique abilities," informed Azmuth. "Now, my eukaryotic enigma, I can examine you more closely."

His lips curled into a smile at the Slimebiote's nervous expression. Though he doubted he would ever get to truly study the organism. His primary reason for keeping Skurd contained was because he knew Ben would change his mind eventually, and he would keep Skurd close for when that day came.

The doors suddenly slid open, and Luhley hurried in with Blukic behind her. "Azmuth!" she cried. "Malware's gone!"

Ben quickly got to his feet, eyes narrowed. "That's bad."

Driba arrived with some floral item for Luhley, but Azmuth did not pay attention to the exchange, his mind already analyzing the situation. He had a good idea of who was behind the theft of Malware's remains, for the corrupted Mechamorph was in no condition to do anything of his own accord.

"Listen everyone," ordered Max, standing up. "If Malware has returned to life, we don't have much time. All of Galvan Prime could be in danger."

Azmuth considered correcting Max's theory, but stayed silent. There was always the slim possibility he was wrong. And the specifics didn't necessarily matter-whoever took Malware's remains intended to use them, so it would essentially be Malware attacking, only controlled by someone else, and he had a suspicion he knew who that 'someone' was.

"Yeah," spoke Ben, bringing Azmuth out of his musing. The boy's face was speculative. "But what's he planning?"

There was hesitance in his tone that suggested that he didn't entirely believe Malware was back to life, but going along with it anyway until he had solid evidence that proved otherwise. Azmuth felt a flare of pride. Good boy.

He went over to his security system and cycled through the cameras, soon coming upon a foreign ship lingering in Galvan space. Ben frowned. "I know that ship," he muttered.

They watched as drones spilled from the ship, heading straight for Galvan Prime. "Looks like they're attack drones," said the teen.

"Azmuth, what about the defense grid?" asked Max urgently.

"I've strengthened the barriers since Malware's last attack," assured the Galvan. "We're safe."

As soon as the words left his mouth the drones passed easily through the defense grid, as if it wasn't there at all.

"Is that supposed to happen?" asked Ben in confusion.

Azmuth resisted the urge to roll his eyes. "No, it's not," he said grimly. "Malware couldn't possible know about teleportation frequency manipulation."

"Maybe someone is helping him," voiced Max.

"Most likely," agreed Azmuth, as he knew there was no time to explain his entire theory at the moment. They would discover the cause of the attack soon enough. "Let's go."

The drones swarmed over Galvan Prime, red lasers raining down. The defense team immediately got into action, doing their best to shoot the drones down. Ben, Max and Azmuth hurried outside, getting a full view of the chaos that was occurring.

"Time to get busy!" declared Ben, spinning the dial on his Omnitrix and smacking his hand down. A flash of green light later and Ghostfreak appeared, flying into the sky to intercept the drones. "Let the games begin!"

Max was on the ground, using his Plumber tech weapon to shoot the drones down, Azmuth perched on his shoulder, eyes alert. Ben soon had to join them, for his Omnitrix timed out.

Before he could change into another alien, Vilgax and eleven-year-old Albedo appeared in a flash of red light.

"Great," he grumbled. "My evil twin and Squid Face."

"Now we know who's behind these attacks," said Max.

Using his Ultimatrix, Albedo transformed into his Ultimate Galvan form. He hovered into the sky, arms stretched out. "Behold, my people, a hyper-evolved Galvan. I am your new master."

"Hardly," said Azmuth derisively.

Albedo spun around to glower at his rival. "The reign of the First Thinker is over, Azmuth. From now on, I am the Ultimate Thinker!"

"Albedo wants to replace Azmuth," said Max incredulously.

Azmuth flicked his gaze over to his wielder. The teen was doing well to mask his facial expressions, but his eyes showed the disturbance he felt. He grew anxious whenever threats were directed towards his mentor, and while Azmuth was touched by his concern, he was also exasperated that he allowed his emotions to show so easily.

In an attempt to distract himself from his unease, Ben demanded, "So what's Vilgax doing here?"

"I have come to claim what is rightfully mine, Ben Tennyson," Vilgax growled, holding up a red and black cube and crushing it.

His body immediately joined with that of Malware's, turning him into a combination of Chimera Sui Generis and corrupted Mechamorph. "Now, give me the Omnitrix!" he ordered.

"Vilgax stole Malware from the Hall of Predators," realized Ben.

"And fashioned it into a morphable suit of armour with Albedo's help, no doubt," added Azmuth.

"You think you're the smartest being in four galaxies?" Albedo asked disdainfully.

"Five, actually," returned Azmuth with a straight face.

"You're nothing!" snapped Albedo. "You hide in that lab of yours all day pondering the cosmos, hording its secrets! That ends now. I'm going to tear your lab apart and once I know the mysteries of the cosmos I will reign supreme!"

Enraged by his threats against the First Thinker, a group of soldiers opened fire on Albedo. He easily deflected the shots with a shield. "Behold!" cried Albedo. "I am your superior!"

With one shot, he took out the soldiers. Vilgax turned his hand into a plasma ray and opened fire, causing Ben and Max to dive out of the way. Azmuth fell off of Max's shoulder and hit the ground with a grunt. They quickly climbed to their feet, and Azmuth could see the helpless glint in Ben's emerald eyes. The teen didn't know who to take on first, or how to go about it.

"Two enemies on two fronts, three counting those drones," he said casually, returning to his place on the elder Tennyson's shoulder.

"We'll need to occupy all three forces simutaneaously," determined Max.

"Exactly," agreed Azmuth. "I will lead the attack against Albedo while you take the rest of our forces and destroy these drones."

"What about me?" asked Ben quickly.

Azmuth stared at the boy in disbelief. He thought he had made it quite clear what the child should focus on, but apparently he needed everything spelled out for him. "I thought that was obvious. Use the Omnitrix to kick Vilgax's butt."

The helpless look was immediately replaced with determined steel. "Now we're talking," he said, twisting the holographic dial and smacking his hand down. Diamondhead soon appeared before them and he growled, "Hey Squid Face, let's rumble!"

The two clashed, with Ben soon flying into the depths of space due to a hit from Vilgax. Vilgax followed after in pursuit, and soon the two were out of sight. Having faith in his wielder's abilities, Azmuth focussed on his current objective.

"Albedo is breaching our defenses," he said, eyes narrowed as his former assistant took quick care of the soldiers attempting to stop him, getting closer to his lab.

"Vilgax and Albedo didn't just beam in here from nowhere," said Max.

"They must have a ship in orbit controlling these drones," mused Azmuth.

"If I can get to it, and knock it out at the source-"

"Then we Galvans can concentrate on stopping Albedo," finished Azmuth, impressed.

"And I can help Ben defeat Vilgax."

"You're tactical prowess is impressive Max," praised Azmuth, jumping from the man's shoulder to the ground. "There might be a little Galvan in your blood."

Max smiled. "It's all Tennyson," he said. "Do you have a teleporter?"

With quick fingers, Azmuth pulled the remote from his pocket and sent Max to his desired destination. He glanced over to see Albedo scaling his lab in Ultimate Spidermonkey's form. It would not be long before he reached his destination, and Azmuth realized with a jolt that he had yet to see the three Galvan Plumbers in action.

He gave the button another press, sending him into his lab. He was in time to see Albedo, now in the form of Ultimate Rath, looming over Luhley, who was not backing down from her large adversary.

"Leave her alone!" he commanded, his voice echoing in the large space.

Albedo whirled around. "You're just in time, Azmuth," he said with a sinister smile.

Fingers twitching slightly, for he knew what was most likely to come next, Azmuth kept calm. "For what? To watch you bully my companions?"

Albedo ripped a cable apart and connected it to a blaster Luhley had been working on only moments before. "No. To die," said Albedo darkly, making the deadly shot.

Azmuth raised one hand in front of his face, the other flicking over to the remote hidden in the pocket of his robes. As the blast struck him he pressed the button, single-handedly avoiding death and tricking Albedo at the same time.

But he was nothing more than observant particles now, unable to instruct, only able to listen. He did not enjoy Luhley's tortured scream of agony, but was very proud of her adamant refusal to ever consider Albedo her master.

Luhley lured Albedo away from her two friends, leaving Blukic and Driba to stand in a shocked state. "I can't believe he's gone," said Blukic softly.

I am not gone-not yet, at least. Hopefully I did not overestimate your intelligence.

Driba's belt started beeping and he glanced down at it. "Blukic, my hazard detector is picking up trace amounts of electromagnetic radiation."

"Teleportation signatures give off electromagnetic radiation!" exclaimed Blukic.

Ah, there we go.

"You don't think that Azmuth was smart enough to teleport himself at the exact moment he was vaporized, do you?" asked Driba.

"He was," returned Blukic. "We're not."

Well, at least he's honest about it.

"Then Azmuth might still be alive!"

"For about four minutes," pointed out Blukic. "After that his atoms would degrade."

Exactly. So get on with it, please.

"We have to reconstitute him!" exclaimed Driba. "How long has it been?"

"Three minutes. Give or take a minute."

In a burst of speed, they got to work, gathering the necessary materials it would take to bring Azmuth back to his solid form.

As they put the finishing touches on their contraption, Blukic wondered, "How come Azmuth didn't program a return destination for himself?"

"He didn't have time! Which is why he's counting on us to rescue him! Now activate the teleport beacon."

Blukic complied, and the machine whirred, giving off a blast of green light. Soon Azmuth stepped out of the machine, body completely intact.

"I did it!" exclaimed Blukic and Driba.

"Took you long enough," returned Azmuth, though his tone was light.

"You two are amazing!" squealed Luhley, filled with happiness at the sight of their leader alive and well. She quickly flew down to join them and Albedo appeared in the hole he made in the glass dome of the roof of Azmuth's lab.

He stared down in disbelief. "No!" he roared. "I destroyed you!"

Azmuth smirked as Albedo dropped down into the lab. "Yes, well, I was smart enough to prepare for that contingency," he said easily, opening a small compartment and removing a small screwdriver-like device. "And this one, too."

He pointed his invention at Albedo and pressed the button. A jet of green light connected with the Omnitrix symbol in Albedo's chest and he transformed back into his eleven-year-old form. "I've disabled your Ultimatrix," explained Azmuth.

"Ah, you mean I'm stuck in this hideous form? Forever?" whined Albedo, staring down at himself in horror.

"Albedo, do you know why they started calling me the First Thinker? It wasn't because I achieved a perfect score on my G.A.T.s as a tadpole."

"I knew that was a pockerful!" exclaimed Albedo.

Azmuth smiled smugly. "Oh, I did. But I'm the First Thinker because I always plan for every contingency. After I designed the Omnitrix, the most powerful technology in five galaxies, my first thought was 'gee, I should probably invent a failsafe in case some interstellar head-case ever gets a hold of one of these things.' So I did."

Albedo processed this for a brief moment before his face twisted up in defeat. "Noooo!" he wailed.

Azmuth summoned a pair of soldiers and soon Albedo was taken into custody. When the traitorous Galvan was gone, a blue hologram fizzled into view, showing Max Tennyson, but it was quickly replaced by Ben in his Vladat form. He looked battered and beaten and Azmuth furrowed his brow in concern.

But it was not him Ben was speaking to. It was the currently contained Slimebiote.

"Skurd, you've got to help me!" he pleaded.

"Say what?" asked Skurd in slight bafflement.

"You were right about us. We make a great team. So if you're still listening, help me Skurd the Slimebiote, you're my only hope!"

The second the words left his mouth he was attacked by Vilgax, sending him flying and cutting the commlink off. "You heard him," snapped Skurd. "Get me out of here!"

Azmuth climbed onto the table and brought Skurd out of his containment unit. "I'll teleport you to Vilgax's ship."

"No, don't! I'm a one-celled organism, remember? Split me apart and the reconstitution process will destroy me! Also, teleporting makes me space sick."

"I'll fly him there!" said Luhley determinedly.

Azmuth handed Skurd over and Driba frowned in concern. "How will you get past the drones, my celestial bonnet?"

Luhley smiled. "Very carefully," she said simply.

She hurried from the lab, and Azmuth realized with a soft frown that he would have to wait for news of the result of the battle.

He didn't like waiting-especially when Ben's life was hanging on the line and he had no idea if the boy was alive or dead in that very moment.

But soon the drones fell from the sky, deactivated, and he relaxed a smidgen.

He only allowed the tension to lift from his shoulders when Ben arrived in the form he deemed Gravattack, everyone in his grasp. He set everyone down and transformed back into his regular form, panting heavily and exhaustion clear on his face.

"He kicked my butt," he wheezed at Azmuth. "But I kicked his harder."

"That he did," confirmed Skurd, in his proper place on the face of the Omnitrix.

Azmuth could not stop his amusement from showing. "Well, I suspect it was a difficult match. But you pulled through."

Ben glanced at the Slimebiote. "We're stronger together, buddy. That's for sure."

"I tried to tell you, but would you listen to me? No. Which is why we need someone more flexible calling the shots. Like me."

"Okay look, I can still change my mind," threatened Ben, but it was only half-hearted.

"You have extraordinary instincts," Skurd returned mockingly, bowing slightly.

Azmuth suppressed a snort and went over to the two Galvan Plumbers that saved his life. "Driba, Blukic, I want to thank you both for being smart enough to recognize the clue left behind by my brilliant contingency plan."

"You are welcome," said Driba cheerfully.

"How you feeling now, Boss?" asked Blukic.

"Like brand new. The reconstitution process fixed my sciatica."

"What happened to Albedo?" questioned Max.

"Oh he's keeping the city clean for the next thirty Galvan solar cycles," said Azmuth with a slight smile.

"So is one of you going to ask me out or should I just chose?" asked Luhley bluntly.

The two in question stared with wide eyes. Luhley smiled. "Okay, fine. I chose…Driba."

"Thank you my sumptuous grail!" said Driba ecstatically, hurrying over to kiss her hand.

"I'll never love again," lamented Blukic sadly.

Luhley's lips quirked. She glanced over at the sound of a hoverpack and waved at the approaching female Galvan. She landed and stood beside Luhley with a shy smile. "Blukic, this is my cousin, Duffie," she introduced.

Duffie giggled softly. "You're cute."

Blukic brightened. "I'm in love again!"

"Aren't happy endings great?" asked Skurd with a contented sigh.

Ben smiled. "Actually, they kind of are."

"Vilgax was fried, did you say?"

Ben glanced down at Azmuth. "Yeah. He's like a statue now-I don't think I'll be seeing him anytime soon."

"Don't be so sure," warned Azmuth. "Vilgax isn't one to be defeated so easily."

He rolled his eyes. "I'm trying to be positive here. By the way, how did you defeat Albedo?"

"With a few contingency plans. He tried to kill me, but I teleported away at the right instant and had to be reconstituted by Driba and Blukic. Then I used a device I invented as a failsafe for the original prototype Omnitrix to deactivate Albedo's Ultimatrix."

Silence fell after his reply and Azmuth glanced up. The boy was frowning, brow crinkled in puzzlement as he thought about something that was obviously bothering him, but wasn't willing to voice. "What is it?"

Ben snapped back to reality and said hastily, "Uh, nothing. Sorry."

Azmuth rolled his eyes. "Don't be idiotic. You want to ask me something. So ask it."

"He knows you rather well, doesn't he?" asked Skurd in amusement.

Ben flushed and rubbed his shoulder. "Well…it's just that when Albedo caught you with the intention of stealing your intelligence, and I asked if you had a contingency plan, you said you didn't have time for such nonsense."

The Galvan stared at him, impressed. "So you can remember key pieces of information. Very good."

"Well?" pressed Ben hesitantly. "Is there a reason you lied?"

Azmuth was struck with a wave of fond exasperation when he realized the child was more upset by the fact that he was lied to rather than actually being confused. "I didn't need your ego to inflate in that particular moment, so I felt the need to tell a small fib."

Emerald eyes flooded with bewilderment. "My ego? What's that got to do with anything?"

"You buffoon. You were the contingency plan during the time of which you two are referring to," informed Skurd. "He was expecting you to save him."

The eyes widened. "Really?"

"Yes," admitted Azmuth. "I did not build a contingency plan for that particular scenario because I knew you would pull through."

Ben's face brightened. "So, I'm one of your contingency plans?"

"Don't focus on that," warned Azmuth. "I don't want to hear bragging or boasting. You're a contingency plan because you wield my Omnitrix. I can easily change that."

This was a lie, and Skurd knew it, by the way his eyes glinted knowingly. But Ben quickly tried to suppress his joy, but did not do a very good job.

When faced with such happiness from his wielder, Azmuth tended to go on the snappy side, for he always berated himself for showing the boy the amount of affection he held for him. And that's what he did in this moment, with Ben's goofy grin beaming down at him.

"Stop smiling like that. You look like a complete idiot."