"Initiating Docking Procedures.", said an astronaut through his communicator as he worked on the satellite, being careful not to slip and drift off into the vast nothingness of space.

The astronaut looked up as he saw a light from his suit, he genuinely wished he hadn't as a large object was moving out of the way of the sun. "Shit-"

The astronaut was not the only one to pick up on this, the Planetary Defense agency had also picked up on it with frightened faces as they held a conference about it. Even the Plumbers couldn't ignore a sudden issue about this.

"It shifted courses?", Oscar asked as Grixx nodded, the gigantic creature resembling a small planet looked worried about it.

"Yeah, one of our satellites picked up on its sudden shift. We don't know what caused it exactly.", Grixx stated as he pulled off his badge and showed a holographic image of a meteor. "Blukic and Driba calculated where it'll land, it's main spot is going to be in the state known as Tennessee, the result would not only destroy the whole town but any surrounding cities in the process."

Oscar scratched his head. "Are the defenses up and running?"

"No, Blukic and Driba need more time to complete the defenses, even longer for them to actually surround the entire Earth.", Grixx said as he put his plumber badge back on his suit. "And yes, I told Magister Tennyson about this as well."

"Good, I'll get Alex out there to at least help out with it.", Oscar says as he patted Grixx's massive rocky arm. "Keep an eye on it until then."


Ben rode his bike down the street, Ship latching onto his back remaining in his backpack mode. He looked around as people just passed him. "Grandpa told us to meet up at his Plumber shop, right?", as if he summoned it into existence, he saw the small building that had the words Max's Plumbing in big red letters.

"Here we are.", Ben hopped off his bike, placing it by the door as he entered the building, only to see Mac standing in front of the counter. "Wassup grandpa?"

"Sorry about ruining your weekend, sport, but this is important and I need you and Ship for this.", Max said in a scarily serious tone, something he rarely ever got from him. "The Plumbers are currently working on planetary defenses, they're supposed to create a shield that's essentially indestructible. Their main purpose is to deal with our biggest problem, in thirty five minutes a meteor is gonna strike downtown Bellwood."

"What?!", Ben suddenly stood straight, Ship finally poking his head up with an exclamation mark where his eye would be.

"Yeah, somehow it changed paths. The impact will wipe out anything in Bellwood and in a thousand to two thousand miles.", Max says as Ben began to hyperventilate.

"So... do other people know about it?", Ben asked with a gulp.

"Not yet. I was told they'd issue an evacuation alert." Max says as he heard the sirens blaring outside, ringing their ears and catching the attention of others. "Panic is gonna follow soon after."

"Oh...", Ben looked out the window to see people scrambling away, running as fast as their bodies could push them as cars began to speed up, some turning around to probably go back home.

"Ben, I need you two to get your parents and your aunt and uncle out of here as quickly-", Max turned away for just a moment, but that was all it took for Ben to sprint out the door. "And he's gone..."

Max couldn't tell if Ben simply didn't care about the stakes or his impulse decision was to help. "Eh, I'm one to talk."


[EMERGENCY! EVACUATE IMMEDIATELY! TWENTY ONE MORE MINUTES UNTIL IMPACT!, said a voice through the speakers as cars crowded the streets, many others who couldn't get to their cars decided to simply walk but even they crowded it all up.

"H-Holy shit... it's huge.", a police officer says nervously. "There's no way we can get away in time.", that's when they heard a sonic boom, a black and green blur flew past them in an instant.

"It-Its, ITS SAFEGUARD!", another civilian exclaimed with a look of relief, many others joined this and even let out cries of joy at their savior.

"A lot of people look like they have no hope for making through this.", Ben could tell just by flying above them. "It's not just Bellwood, but it's every other city around us. Getting out is gonna be impossible."

"Ship!", his Galvanic Mechamorph companion shouted out as he showed Ben where he'd have the best way to actually shoot at the meteor.

"Ugh, Willy's Tower.", Ben nearly gagged at the thought it. Billion's Tower was the home of a transfer student, one that annoyed Ben to no actual end.

"Shiip.", Ship sighed before he made the suit fly faster, instantly landing at the top of Billion's Tower. Looking up, the scanners easily found the meteor. "Ship ship!"

"Yeah I'm looking at it.", Ben says as he felt a tap on his leg, he immediately jumped forward and aimed an arm cannon at them... only to see. "Lucky girl!"

Gwen, or Lucky Girl, waved at him with a smug look on her face. "Hey dweeb."

"The heck are you doing here? I got this handled!", Ben exclaimed, his arm cannon melting back into a hand.

"Doesn't look like it to me.", Lucky Girl shot back before signing. "I live here too, Ben. There's no way Imma let this giant rock destroy where I live."

"Think you can-", Ben was cut off by a loud roar of a rocket engine, Gwen covered her ears as a orange streak zoomed past them before landing back. "Woah... no way!"

The figure was tall, very tall. He seemed to be wearing an orange and black full bodied mechanical suit. There were large thrusters located on its back and it's calves. "Captain Nemesis!"

"Yep, that's me, don't wear it out.", Captain Nemesis says as his glowing orange eyes stared right at Ben. "You're Safeguard, right? Gotta say that suit looks pretty advanced, you should get me in contact with your tailor."

"Well, if you're here. That means you came to help us, isn't that right?", Lucky Girl asked, cocking an eyebrow as there was a mechanical whirr as he shook his head.

"Nope. Im actually here to test out a new weapon I've been working on. The meteor is a great crash test dummy.", Captain Nemesis states nonchalantly, Ben was completely taken aback at the sheer... coldness of his statement

Gwen on the other hand... "What?! You do know you're gonna die to if that hits right?!", Lucky Girl exclaimed angrily, she thought a bit more fire power would help in this situation... but not like this.

"Hmm? Oh you must be confused.", Captain Nemesis finally turned to them. "I'm actually in the Bahamas right now, you're talking to a remote controlled drone. So sorry to disappoint you, but my life isn't even at risk. Sucks for you guys though.", and if that wasn't enough... he just, chuckled as he looked up. "Welp, looks like our chat is over."

"But-", Safeguard stuttered as Captain Nemesis flew into the air.

"Fire!", Captain Nemesis exclaimed through his suit, several compartments opened up, some on his legs, some on his shoulders and arms, and especially his chest. Multiple missiles rocketed out of his body, speeding at the meteor and making contact within moments. The resulting impact caused a massive explosion to erupt, the force was more than enough to cause Ben and Gwen to lose their balance as glass shattered all around them.

"A little inconsiderate much?", Lucky Girl commented dryly as she looked at Nemesis. "Those missiles were... pretty strong."

"It's not over.", Safeguard says as Nemesis seemed disappointed, the dust cloud finally parted as the meteor was still closing in, being much closer than ever before.

"Not enough huh?", Captain Nemesis sighed, though his face wasn't shown, it was more than obvious he was disappointed at the less than satisfactory results. "Oh well. See you kids in the flip side!", Nemesis says with a cheerful tone before flying away at high speeds.

"SERIOUSLY?!", Safeguard shot up. "What about us! You big faker!"

Lucky Girl tapped Safeguard. "Ben, we've got less than a minute for that thing to hit us. We need to hit that thing with everything we got."

"Got it.", Safeguard said as multiple slots slid out, his arms turning into a giant cannon only to merge together into one larger cannon.

"Wait you doofus!", Lucky Girl flew up to eye level, waving at him to stop. "If you don't put the energy into it, you'll just scatter the meteor into tiny little pieces and cause even more damage!", Lucky Girl says as purple and pink energy surrounded her hands.

"Okay... got it! You hear that, Ship?!", Ben exclaimed as Ship let out a beep in agreement, the armor began to morph, it's shape becoming much less like an armor and more like a torrent. A giant cannon mounted on his comparatively smaller body. "Ready when you are, cous!"

"Alright!", Lucky girl exclaimed as a blue and pink energy began to encompass her body. Her mask beginning to break apart, turning into nothing but ash as she lifted her hand up. "Hit it with everything you've got!"

Lucky Girl unleashed a massive beam from her entire body, a brilliant mixture of pink and blue lit up the immediate area and instantly hit the meteor. Safeguard on the other hand unleashed an equally large beam of neon green energy that combined with hers the moment it hit.

Seconds felt like minutes, and those minutes felt like hours as they poured every ounce of energy they could muster up into completely annihilating the massive meteor. That was until Ship suddenly turned a duller green, slithering off of Ben as the beam stopped. "Ship?! Ship what happened?!"

"Sh-Sh-Shiip.", Ship weakly said, creating a weak thumbs up with his biomass as he weakly crawled into Ben's back.

"We're out! It's all in you!", Ben exclaimed with a frown.

"WHAT?! YOU EXPECT ME TO DEAL WITH THIS ON MY OWN?!!!", Gwen screamed out, her knees began to buckle. "I'M AN ENERGY BEING BUT I CANT KEEP THIS UP FOREVER!"

"Then use one of your freaking spells to get rid of it then!"

"You know how LONG it's gonna take for me to actually-", Gwen took in a deep breath as the beam began to slim down. "It's gonna take me a bit to conjure up something strong enough!"

"Yeah well...", Ben couldn't come up with anything after that, Ship rolled his eye in annoyance.

Gwen dropped out of her Lucky Girl form as the beam vanished, taking a knee she took several deep breaths as sweat rolled down her body. "I-I can't.", she looked up to see the meteor, still intact if not slightly cracked, but not enough to make a difference.

"How much time left?", Ben asked as Gwen just looked up at him with a defeated expression.

"Not even a minute, we can't escape this.", Gwen says as tears began to fill her eyes, they... they were gonna die? It was something she thought about but never even thought it could happen so soon.

Ben looked up at the meteor, his eyes wide as Ship laid next to his foot. His life began to flash before his eyes, his earliest memory, his first crush, his first fight with Cash, trying out for soccer and the like. "Alex... where are you man?"

"Oh wow, nice!", Ben and Gwen jumped up looking at Cold Soar, who simply waved at him as he drinker a smoothie. "Looks like you guys at least killed the momentum of the meteor, though that's still a major problem.", he says before detransforming.

"We... we actually did something?", Gwen felt more relived they contributed to this entire ordeal.

"Yup.", Alex activated his Omnitrix and began to scroll through his aliens. "Though like I said, the destruction is still gonna fuck up a lot of Bellwood and anything nearby."

"Ooh! Are you gonna use VastMass, maybe that Fallout guy!", Ben felt hopeful, those aliens were by far his strongest so far. Much stronger than any of the other aliens he had.

"Nope.", Alex says as this caused Ben and Gwen to die a little inside, Alex himself seemed a bit less... excited for this. "I need to get rid of this completely, VastMass is too big and can cause collateral damage, Fallout is a straight up hazard for anyone. I gotta use someone else for this."

"Someone else? You have aliens stronger than those two?", Gwen asked as a green flash blinded her and Ben, she expected the light to die down but... it didn't.

Rather, the green light turned white and began to burn even brighter. The light almost encompassed the streets below and nearly blinded those who tried to evacuate... then the strangest thing happened. The meteor began to slow down, like something held it in place.

Anyone within the vicinity began to feel goosebumps, their hair stood on end as the light finally began to die down. Showing a completely black figure with a glowing white star on its head, black tendrils whipped around his body before returning into it.

The white light finally vanished, only for a bluish-green aura to take its place and showing this strange new alien. It was tall, muscular and imposing humanoid figure possessing two toed feet with no feature at all. Rather, it appeared to be completely black with a cosmic star field within its body. A trident like shape formed around his forehead, three horn like growths grew out with a fourth on the back of his head. Two large blade extended out of his elbows as two tentacles sprouted from his shoulders, green eyes glowed to life as the Omnitrix appeared on his left pectoral.

He floated there wordlessly, his feet not touching the ground as he began to ascend.

Within his perspective he lifted up his hand and used two of his fingers to grab the meteor. Despite the distance, he somehow grabbed the meteor as if it was directly in front of him, then crushed it in his grasp. "And that's that.", the alien stated in Alex's voice, which seemed to be reverberating.

"There's... there's no way.", Ben gasped in awe at this transformation.

Gwen stood up after catching her breath, transforming back into her Lucky Girl form. "Did he always have this guy?"


Alex floated within the depths of space casually, he didn't even looked effected by the lack of atmosphere as he did flip after flip in the lack of gravity. "There! Now that pesky meteor is gone, happy now?", bellowed a deep voice that echoed across the vast abyss of darkness with stars scattering the area.

"You're always so needlessly rude to him! We're much better off than Bellicus and Serena in my opinion.", chirped a feminine voice.

The voices belong to two mask like creatures. The one on Alex's right was resembles a feminine mask with large round eye sockets that, despite being empty, seemed to radiate with joy while her complexion was very bubbly. Green glowing hair flowed off the top of the feminine mask and framed her face and curved inwards.

On his left, a more masculine mask was there, and its countenance was the opposite of its counterpart. Its eye sockets were narrowed, giving the impression of a scowl. Unlike his counterpart, he has no hair but instead was surrounded by a green cosmic fire.

"I'd rather not deal with this annoyance anymore, or at least until he's reached a point of comprehension.", the masculine mask said with annoyance.

"Vetis, Alex here is our Voice of Logic and Reason, we shouldn't treat him like a disease.", the feminine mask replied with a bright smile on her face.

"See? Why can't you be more like Ivory here?", Alex commented with a smile.

"Because I am the Voice of BLOODLUST and VENGEANCE! I don't have any time to be kind!", Vetis exclaimed as his fire grew larger.

"There goes the shouting again.", Alex sighed as Ivory simply laughed.

"Oh please, you're supposed to be our Voice of Logic and Reason, not the Voice of Sarcasm and Mockery.", Vetis spat as his fire shrunk back to its usual size.

"Hey, you guys wanted a tiebreaker and here I am. Not my fault I can't control the cosmic forces of the universe without accidentally warping reality, remember the first time I almost passed out?", Alex crossed his arms, the voice of Bloodlust just looked away.

"Well lucky for you, at least you learned how to detach from moving around.", Ivory says with a smile.

"Yeah, I did do that. Anyways, I'll be sure to actually tackle some old business with you guys when I get back.", Alex says with a wave.

"Oh do come back soon!"

"Take as long as you want, take forever and more actually!"

Alex smirked as he looked at them. "Oh and, one more thing."


The mysterious alien landed on the building, it moved smoothly, too smoothly for any creature. And within a green flash, that alien was gone and Alex stood there with a yawn. "Ugh, man they're exhausting. So, how are you two? It's been a bit!"

Ben and Gwen were still looking at him in awe and wonder. "What... what alien was that?", Gwen asked.

"A totally awesome one!", Ben exclaimed excitedly

"That was Azathoth, you know him.", Alex says with a crossed arms only to be met with confused expression. "Y'know, the alien that forced a Highbreed to his knees by standing, the same alien that completely obliterated a mountain range by complete accident because I was so overwhelmed with energy I nearly passed out? Ringing any bells?"

Ben and Gwen shook their heads. "Really?!", Alex exclaimed before groaning. "Dammit they must've erased your memories by accident- Ah shit they must've erased Hope's memories about him too, fuck me!"

"They?", Gwen chimed in as Alex looked at her. "Shouldn't there just be you?"

"It's.. it's complicated. But let's just get out of here before someone catches us.", Alex says as he activated the Omnitrix, quickly turning into Cold Soar and unfolding his wings. "There's a Burger Shack around here, right?"

After dropping Ship off at Ben's home, Cold Soar flew to Burger Shack. It didn't take long for them to find a booth, the two sat there as Alex carried over their food, placing the chili fries in front of them before pulling out a bigger serving with melted cheese layering it.

"Hey! How come you get the big one?", Ben poured as he ate a chili fry.

"Don't worry about it.", Alex says as he took a hand full of chili fries and shoved it in his mouth. "So, any questions?", his words were a bit hard to understand but Gwen could tell what he said.

"Okay, back at Billions Tower you said "they" like there's more than one of you in Azathoth. Why is that?", Gwen asked curiously.

Alex took his time to answer this as he ate handful after handful of chili fries. "Usually, I'm the only one in my transformations, right? Azathoth on the other hand is a weird case, there are two other voices that govern over different sections of Azathoth. I mainly do all the physical movements."

"What can Azathoth do anyways?", Ben asked as the area around Azathoth began to to feel... different. It wasn't something that Ben had seen with any of his aliens, or at least to that extent.

"Anything."

"Like, with illusions?", Gwen asked as Alex looked at her.

"He can do anything, Gwen.", Alex repeated, it took them a bit but they realized what anything meant in the context they were given. "If I wanted to, I could basically make it rain glass, or being Dinosaurs back to life, or make the Earth the center of our Solar System. However, I can't, Vetis and Ivory told me my knowledge on the cosmos is too limited for me to do anything complicated intentionally. It's why I nearly passed out the first time, it's like... hmm..."

They sat in a brief silence as Alex began to think to himself. "Think of it as a Dam, except that dam has an infinite amount of water behind it. If you release it all at once, it's gonna do some serious shit to others, right? But if you let it out in controlled bursts it becomes less of a problem, right?"

"Yeah I think I get what you're saying.", Gwen says as she stole a cheese covered chili fry from Alex.

"I get it to... repeat it again just in case.", Ben commented which caused Alex to let out a laugh.

"Well- hold on.", Alex turned to a young woman that held out a notebook with an eager smile, she gave him a pen and he then sighed it. She squealed and ran off with the book in hand. "Alright. So, the cosmic energy that flows through Azathoth constantly is too much for me to actually handle without taking a break. Which is why I choose to use it for a few seconds, sometimes I go past my seconds to get used to it."

"So in general, Azathoth is your strongest alien but the most uncontrollable?", Ben asked as Alex nodded.

He ate another handful as he reached in the bag, pulling out a burger, unwrapping it and taking a bite out of it. "Yeap. Even with just regular movements I have to treat this city like glass."

"So, are you gonna talk about the memory wipe?"

"... maybe later."


/End/