Disclaimer: I down own Ben 10 or DC.

Chapter 45:

Apokolips

Even though his expression was almost completely stoic watching his cousin bow to this scum of the Multiverse, remembering just how powerful and independent Gwen used to be. M'gaan could feel Ben's heart breaking to pieces more and more each second he watched the scene unfold before them.

Darkseid gave a wicked smile down at the shapeshifting hero, taking satisfaction in his misery, "You believe there must be something of her left, do you not? They all believe such hopeful nonsense, that is, until it is the very loved one they came to save driving a blade into their heart."

Ben snapped, slapping the Omnitrix with a fury he hadn't used since the first time he faced Vilgax after losing his family; flying from the emerald genetic explosion and tackling Darkseid through the air, Atomix, the nuclear white-knight, trailed bright-green atomic energy through the dark skies from his boots as he forced his opponent into the oxygen snuffed upper-atmosphere.

After allowing Atomix to spend nearly an entire minute forcing them both into the stratosphere of Apokolips above the ash-smothered cloud line, Darkseid right-hooked Atomix in face, sending a crack through his armored triangular helmet and separating the two with a powerful shockwave.

"I do not believe you realize just how many sacred cosmic laws you are violating by coming here today, however; Darkseid does not cower behind legislation when his rule is challenged!" the Apokoliptan New God glared two powerful crimson beams of interdimensional energy at Atomix who bolted into the sky faster than lightning.

Atomix zig-zagged through the sky blindly as it was far too dark to see anything aside from the glowing crimson aura of his enemy and the identically colored projectile close on his tail. He used all of his power to increase the propulsion from his boots, increasing his top speed as well; he used this to his advantage to maneuver the Omega-Beams behind him into hitting Darkseid's back as Atomix darted passed, encompassing him in smoke.

"I guess this just proves that I'll do anything to save my family, even if it means I die here today," Atomix shouted, cracking the sky open with a sonic-boom, he rushed toward Darkseid with a fist reeled back, glowing with emerald nuclear energy. He plowed through the smoke and right-crossed him in the face sending out a clap of thunder to follow, Atomix didn't let up, following with another strike from his left fist.

Darkseid surprised the hero by catching his punch in his open palm, countering with a punch to the face so forceful it turned Atomix around, allowing him to put the robotic-knight in a chokehold, "These so-called transformations are amusing to say the least, but it was a fools dream to truly believe they could defeat me!"

He gathered up as much nuclear energy into the center of his body as he could while being caught in a New God's half-nelson, Atomix charged the energy within his body until it went critical, "I'm not trying to beat you! I'm just trying to slow you down!" Darkseid raised his brow when a powerful nuclear explosion detonated right in front of him, the magnitude of the emerald blast was easily in the thousands of megatons. The atmosphere was so thickly polluted that even the unbelievable force of the explosion was incapable of breaching the thick smog between the ground and this planets stratosphere.

Atomix floated back through the air as the blast had done one thing for certain, it had separated them and released the hero from the Apokoliptan's clutches. Though, his glowing emerald eyes would widen beneath his faceplate when he witnessed Darkseid float from the epicenter of the blast without so much as a single physical wound. While his skin seemed to be scraped and his armor cracked and tattered, Darkseid himself was almost completely unphased by the show of strength from his opponent. "Wow, at least I can say the rumors are true…" Atomix noted to himself with a sigh before slapping the dial on his chest, exploding in a much more massive flash of emerald light which lit up the entire polluted sky with its luminosity. Before anyone could see who had appeared once the flash had dissipated, yet another intense glow emanated from the sky clearly showcasing the titan hidden within the darkened clouds.

Despite those on the ground being far too distracted by their own individual battles to notice him, Darkseid paid quick attention to the massive red and blue torso sticking out of the clouds. Ultimate WayBig glared down at the New God, swinging down on him in an attempt to knock him out of the sky and back down to the ground. The To'kustar missed due to his size against Darkseid's, gaining a bit of distance between them, he fired his Omega-Beams once again at the now much larger target.

Unexpectedly, Ultimate WayBig returned fire with bright-blue cosmic beams from his own eyes, meeting in the middle of the space between them with an intense shockwave which shook the atmosphere of the large planet. Both the evolved To'kustar and the malevolent New God were attacking one another with power the likes of which could destroy entire planets if used properly. Darkseid scoffed to himself and ceased his onslaught with the Omega-Beams, being billions of years old and the most experienced fighter in the Multiverse, he'd already ascertained this transformation's weakness and planned to use it to his advantage. Allowing the cosmic-beams from Ultimate WayBig's assault to pass over him, he braced himself in the sky at first being pushed back but, not at all scathed by the attack itself.

Darkseid reeled back his arms while being bathed in the rays of his enemies blast, using most of his physical strength to clap his hands together with enough force to actually tear planets apart. Angling the way he clapped his hands to direct the blast of unimaginable sonic energy specifically at Ultimate WayBig who was forced to cease fire, stumbling back a step or two, the titan still caught himself. He reeled back his mountain-sized fist and aimed a right-straight for Darkseid floating in front of him, however, the New God dipped to the side in the air, rushing forth to deliver an uppercut which could shatter stars.

Meanwhile, back on the ground, "But, I'm not the inhumane piece of garbage that you are, instead you're just going to wake up with the worst headache you'll ever have," M'gaan widened her eyes and intensified her invasion into Granny Goodness's mind, breaching her mental defenses and shutting off her conscious thoughts by force. Granny collapsed to the ground face first, she wouldn't be waking up any time soon.

M'gaan quickly force-pushed Zatanna to the ground just in time to avoid Cyborg flying passed them with enough force to destroy the same stone-structure pultruding from the ground which they'd been fighting around this entire time. She helped the sorceress back to her feet as Gwen floated towards them slowly cackling with pink-electricity across her aura, still aiming to kill them for the sake of her master.

"I just need to make physical contact so I can get into her mind and fix whatever they did to her," M'gaan explained as they both glanced up at yet another massive shockwave erupting from the sky, clearly from the battle currently waging above them.

"Ben, I really hope you know what you're doing," just as M'gaan said this, she witnessed the lower-half of Ultimate WayBig being knocked backwards following the last shockwave that shook the ground at her feet even from all the way in the sky. His upper half collapsed onto his back out of sight, though she wanted to float across the battlefield and shred the mind of anyone who got in her way to be by his side, she knew the best thing she could do for him now as his fiancé was to save his cousin.

Another massive emerald explosion returned Ben back to his human form, lying on the ash layered ground and staring up at the darkened sky, "Everything hurts… oh man," he sat up slowly groaning, shaking his head, and glancing up at the evil warlord still searching for him in the rubble his fall caused from the sky. He quickly stood up and slapped his face a few times, "Okay… second-wind time, here we go," Ben sprinted through the rubble and leapt off a slab of rock, transforming mid-air into a massive, floating, maroon-colored planetoid with bulky arms and miniature spheres with his face on them.

Ultimate Gravattack floated into the sky towards Darkseid, dragging with him, using an immense gravitational force, millions of metric-tons in sediment out of the ground from the surrounding mountains. With only a gesture of his arms, the massive projectiles he tore from the surface of the planet hurtled into Darkseid who fired his Omega-Beams at the last second. With his ability to redirect his beams in literally any direction, he shredded the mountainous structures as they flew towards him, crumbling towards the ground. Only, due to his gravitational-manipulation, they flew back towards Ultimate Gravattack's orbit as he prepared something while the tyrant was busy destroying the last of the boulders that were launched at him.

As soon as Darkseid was finished, he found countless smaller rocks flying towards him and sticking to his body; Ultimate Gravattack shifted his gravitational pull to Darkseid making him the single most attractive force on the planet. Even as the powerful dictator tried his best to use his beams to intercept the sediment as it clung to him, they were so numerous that he simply couldn't keep up. Thousands of small rocks completely encompassed Darkseid's body before layering even larger boulders across it; Ultimate Gravattack gripped it with his control over gravity using his emerald-glowing fists to condense it into a large sphere in an attempt to crush the New God.

Within a few seconds, the sphere began to shake against Gravattack's control just before crimson beams of energy cut through the sky from the inside, slicing apart the stone prison. Ultimate Gravattack applied even more pressure against the sphere doing his best to keep it stable. The structure exploded from within from the sheer power of Darkseid swinging his arms out, now appearing far more enraged than before.

"These antics are becoming tiresome, shapeshifter, however I do respect the merit of your efforts thus I will grant you the honor of receiving my full power," in a display of incredible speed, Darkseid vanished from sight and reappeared in front of Ultimate Gravattack who barely registered his presence before taking a strike to the face that instantly transformed him back into his human form with a flash of crimson light from the Omnitrix.

Several minutes ago, "Ben, I really hope you know what you're doing," just as M'gaan said this, she witnessed the lower-half of Ultimate WayBig being knocked backwards following the last shockwave that shook the ground at her feet even from all the way in the sky.

Zatanna threw up a golden mystical shield to cover herself, Cyborg, John, and M'gaan from bright hot-pink mana-lightning being fired at her from Gwen's fingertips. Constantine used the dagger in his hand to cut a prick in his finger, smearing the blood between his palms as his eyes rolled behind his head, "Vitibus Implicant," he whispered slapping his bloody hands into the ash at his feet.

Gwen was startled by large, thick vines sprouted from below and wrapped around her arms, forcing her to cease her attack as she struggled against them entangling her legs as well. "M'gaan!" Zatanna shouted placing her hand on John's back as he maintained the spell's strength.

Miss Martian floated up and headed straight for Gwen as the vines wrapped around her neck, her eyes lit up with bright-pink mana energy as the rage boiled up within her. Just as M'gaan got into arms reach with her, her fingers centimeters from her forehead, the half-Anodite screamed at the top of her lungs exploding with an omnidirectional force that sent the Martian flying backwards into the ash passed Zatanna.

"How are we supposed to get close when she's throwing around all that power?" Cyborg asked as Gwen resumed her onslaught with mana disc projectiles that shook Zatanna's shield with every connection.

M'gaan limped over to the group, a trickle of blood slipping down her brow from the side of her head, "We just need to hold her down for a minute tops but, I don't think anyone here is powerful enough to make that happen, unless?" she raised her brow at Victor who scoffed back at her.

"Me? Why me?"

John interjected, "He's right, Gwendolyn would fold em' like a napkin before you even make it halfway there," Zatanna skated on her heels back a bit prompting John to step in, clapping his hands together, "Integram Testudine," his eyes flashed with golden light as Zatanna's shield formed over the group of heroes into a dome now twice as strong as before.

"He doesn't actually have to be powerful enough to stop her, Cyborg is made of almost ninety-percent machine… Ben always told me that mana is weak with technology," M'gaan explained stepping closer to Victor and looking up into his eyes with a determined expression, "You just have to keep her in place long enough for me to touch her, you got this!"

Victor shook his head, looking through the transparent barrier at the enraged Anodyne launching projectiles at them with furious effort, "I don't know… I've only been on a few missions and those were espionage and stealth," he looked down to his mechanical fingers, watching M'gaan place her paper-white hand in his, glancing up into her confident eyes.

"You can do it."

Cyborg exhaled and nodded, guiding her out of the way as he approached the end of the barrier, "Alright, I got this, I got this, I got this," he hyped himself up while Constantine gestured his hand over at the wall opening a doorway in their shield. Cyborg stepped out of the shield and immediately engaged the thrusters on the back of his legs, his lower-back, and the bottom of his feet. He darted across the battlefield towards Gwen who refocused her aim from Zatanna's shield onto the mechanical man flying at her at twice the speed of sound; Cyborg formed his makeshift shield from the extra plating on his left arm allowing the mana discs to be deflected. "M'gaan was right," he whispered to himself as he came into close quarters with his target.

He landed directly in front of Gwen prompting her to raise her arm and fire a bolt of mana at him but, he weaved hid upper body to the side dodging the projectile. He quickly grabbed her outstretched wrist and used the propulsion from his jets to smoothly float behind her pinning her wrist to her upper back; she flailed her free hand behind her in an attempt to claw at his face but he simply grabbed that wrist too. "I got her!" Victor shouted at the top of lungs.

Just as Zatanna dispersed her shield, M'gaan jumped into the air at the sound of Cyborg's call, flying towards them with her arm out and her fingers extended once again. Gwen struggling against the mechanical man furiously and was only seconds from breaking free as she watched the red-headed Martian fly in towards her.

"These antics are becoming tiresome, shapeshifter, however I do respect the merit of your efforts thus I will grant you the honor of receiving my full power," in a display of incredible speed, Darkseid vanished from sight and reappeared in front of Ultimate Gravattack who barely registered his presence before taking a strike to the face that instantly transformed him back into his human form with a flash of crimson light from the Omnitrix.

Ben was sent flying to the ground at bone-breaking speeds, carving a trench in the thick layer of ash over the ground with his body; he struggled from his back onto his hands and knees, blood seeping from his mouth almost uncontrollably. He crawled slowly out of the crater he'd created with his landing, recognizing that several of his ribs were certainly broken from the painful grinding he could feel in his abdomen.

Darkseid landed nonchalantly in front of him, even the New God hadn't been paying attention to the battle on the ground and while he was clearly disappointed by Granny Goodness's performance as well as one of the two newest furies, he was still delighted in the battles result. "Behold, the fate of all who oppose Darkseid!" he gestured to the side where Ben barely got to his knees to observe.

Gwen was standing alone covered in blood not her own while holding M'gaan by the gruesomely snapped neck; John was on his knees with a large sliver of stone pultruding from his chest, Zatanna was dripping blood from her nose, mouth, and head while lying at Gwen's feet motionless, Cyborg had his arms and legs torn from his body and was bleeding from the mouth with his eyes closed.

Ben clutched at the ground, tears welling behind his eyes, he lowered his head in furious shame, how could he let this happen again? This time there was no question as to whose fault this was, it was his own through and through.

Darkseid stewed in Ben's misery, relishing in it, "Does it sting to know the one you came here to save, has taken everything from you?" he narrowed his crimson eyes down at Ben's bowed head with a wicked smile.

Gwen approached from behind and knelt down at Darkseid's feet in between the god and the hero, "I completed my mission, Lord Darkseid."

"Good, now stand," The lord of Apokolips was enjoying the torture far too much, "Are you prepared to give your life for your master?" Darkseid stated firmly looking down on his enemy and his slave at the same time.

Ben's head snapped up to look at them, still on his hands and knees, feeling like a ten-ton weight was strapped to his shoulders; he watched Gwen nod her head up at the demonic-god, "I am," she said simply.

"Watch now, hero, as the loved one who slaughtered your friends," Darkseid's eyes began to glow radiantly with crimson energy, "Gives her life in the service of Apokolips," he fired his Omega-Beams down into her chest and from Ben's perspective she simply faded into thin-air, though Darkseid could tell something was off.

Before he could say anything, Ben let out an enraged, animalistic scream with all of his might; his entire body vibrated as his being was encompassed in bright-blue mana energy, a turquoise aura sky-rocketed around him with surges of electricity zipping across his body, the force of his power dispersing the thick layer of ash on the ground for thousands of feet around them. Still on his hands and knees, his skin and clothes were enveloped in raw dark-blue energy, and his skull lit ablaze with a bright white and blue flame that surged with his emotions. Like a child having a tantrum, Ben continued to scream as he slammed his fists down on the ground shaking the entire planet with his rage.

Darkseid watched in awe as Ben's overwhelming power only grew with every second that passed, he slowly stood to his feet with a surging aura that was almost impossible to control. The energy whipped around him like a fire, crackling with sparks of electricity that shocked the air around him. Once he tipped his head back, Darkseid could see his rageful expression, tears flowing down his cheeks, the look in his eyes lusted for blood, New God blood.

Darkseid was taken aback by Ben vaulting himself through the air, tackling the New God into the ground at ten times the speed of light; Ben pressed his palm against Darkseid's face forcing his head into the ground until the rocky-ground beneath them cracked apart. He fired his Omega-Beams from one uncovered eye into Ben's glowing face forcing him only to recoil a bit before relaying a powerful punch to Darkseid's face, further cratering the ground underneath his head. Ben was more instinct than skill at the moment, more animal than man, he let out another loud roar in Darkseid's face, this time unconsciously exhaling vibrant blue flames as he did.

"Arh!" Darkseid grunted, grabbing the man off of him with his free hand, he tossed the Anodite through the air, landing on his back and stumbling to his feet. "You worthless scum, you will know endless pain!"

This time Darkseid was prepared when Ben bolted towards him, using more of his own power to match his speed, they collided with a massive shockwave before both of them took their battle into the sky once again.

The bodies that littered the battlefield slowly faded from sight, disappearing entirely once the two powerhouses had left the scene; M'gaan, John, Cyborg, Zatanna, and Gwen stepped out into the open from within a shimmering sphere that cloaked them from even Darkseid's gaze. "I would honestly appreciate way more of heads-up when faking our horrible deaths with illusions…" Cyborg spoke up first, looking up into the sky and analyzing the massive crimson and turquoise explosions erupting from above the thick cloud-line.

"Sorry, tin-man, I didn't exactly have time to run it by you all before saving your bloody lives," Constantine retorted, dusting off his sleeves while slightly out of breath.

M'gaan supported Gwen as she fell to her knees holding her head, even though she restored her memories and suppressed a great deal of the trauma, there was still a lot of rewiring done to her psyche causing her to be violently disoriented, unable to even stand on her own, "Take deep breaths, we're going to get you out of here…"

Zatanna stepped up next to Cyborg and joined him in staring up at the sky where vivid claps of thunder echoed through the atmosphere, at this point it had to be assumed that Darkseid purposefully held back his Para-Demon forces in order to kill them himself since it was the only logical reason they hadn't been swarmed yet. Flashes of blue and red light illuminated the sky one after the other representing clashes of almost unfathomable power, "I had no idea Ben's Anodite form could get this strong," Zatanna said to no one in particular.

M'gaan gulped and glanced up at the sky as well, keeping her hands firmly on Gwen's shoulders, still shaking in her arms and looking at the ground, "The last time I saw him use his Anodite form to fight anyone was when we faked Artemis' death and he nearly killed Kaldur," this somehow triggered Gwen to poke her head up.

"What do you mean… Ben's Anodite form?" she asked slowly, a confused expression in her eyes, her speaking up for the first time since they fixed her mind caught their attention, all aside from Cyborg who was far mor interested in the battle above them.

M'gaan and Zatanna glanced between each other and John who shrugged his shoulders in response, "Your cousin did a lot of training and now he has his own Anodite mode or whatever," Zatanna explained.

Gwen shook her head as yet another shockwave rocked the planet's surface, nearly causing Zatanna and John to lose their balance, "No, that… that's not possible," Gwen looked up into M'gaan's eyes from her knees, shaking her head, "There's never been a male Anodite."

It was the heroes' turn to be confused, at first they assumed that she must be delusional from the fighting and brainwashing but, after a few minutes of resting she seemed to be coming back to her senses.

"What are you talking about? Ben has had these powers as long as I've known him," Zatanna questioned, placing her hands on her hips.

M'gaan interjected, "Eight years, although Ben did say he learned how to use those abilities from Kent Nelson after his family was killed…"

Gwen held her head in discomfort, "Our family was killed…" she muttered to herself as if absorbing that information for the first time.

"How come Sunny didn't say anything when she was here?"

M'gaan responded again, "Didn't she? She said Vilgax had wiped out her entire planet and people before she even started training with her powers… how could she know it was rare?" the Martian surmised.

"Anyone else thinkin' we might be looking a gift-horse to closely in the mouth?" Constantine stated calmly as he placed either of his hands on M'gaan and Zatanna's shoulders while still looking up at the battle raging on above them.

Cyborg turned his head, "What does that even mean?"

"It means he thinks we should leave Ben to fight Darkseid while we get Gwen back to Earth safely," M'gaan confirmed to him as she shrugged his hand off her shoulder, still not quite liking the man.

He nodded his head back to her in agreement, "It's what the lad would have wanted us to do if he didn't think we were, ya know, dead…" John tried to nudge Zatanna away from the group so that they would follow and do the logical thing by leaving with Gwen while they had the chance.

"Right, you guys go with Gwen back to Earth, I'm staying to make sure Ben gets back safely," M'gaan asserted herself by continuing to watch the battle above the clouds as Gwen slowly stood up to stand next to her, watching alongside Cyborg.

"Okay fine, Victor, Zatanna, and I will take Gwen back to-"

Cyborg stopped him before he could finish that sentence, "I'll open the Boom Tube but, I'm not leaving until she leaves," he stated, gesturing his head towards M'gaan standing next to him, "She had faith that my life wasn't over when I was sure it was, I'm not abandoning her or Ben."

"Ben… is up there? Fighting Darkseid… alone?" Gwen said out loud, fighting the still lingering urge to only speak when spoken to, prompting M'gaan to turn to her having barely noticed that she had stood up.

The white-Martian nodded proudly, even though she was more worried than she'd ever been, nearly as afraid as when she thought she lost him to the Reach, she was still so proud of the hero he became… doing anything to reunite with his family. "Yea, he came to this planet to save you, and right now he thinks he failed."

"You mucks don't get it, even with his powers Ben doesn't stand a chance against Darkseid, nobody does…" Constantine assured them, "The most he can do now is buy us the time to save ourselves!"

"You're wrong, Anodite's get their power from deep emotion, their sorrow can suffocate Supernovae and their rage can shred star-systems," Gwen was clearly regaining her thoughts and senses, relief flooding through her like an open-dam, she felt so loose after being stiffly under-control for so long, "If Ben is an Anodite and he really thinks we're all dead, I don't think there's anything that can stop him."

"Bloody hell," John chuckled a bit, pulling his last cigarette from his coat-pocket and lighting it with his thumb, "Well if you lot are sticking around what kind of Hell Blazer would I be if I ran now?" jutting his hand into his pockets as he puffed smoke from his nose and mouth.

Zatanna approached him, wrapping an arm with one of his, as they both looked up into the sky to get the best look at the battle they were going to get for the time being.

Suddenly, they all watched a blue beam of energy fly down from the choked skies, carving a massive trench in the ground, as it slowed down they could see it was Ben who had been knocked out of the sky by his opponent. The air around him was scorching with a heat-shimmer, blue flames spewed from his mouth as the rage consumed him in fire. His eyes immediately darted back up into the sky to stare down Darkseid who floated back down towards the ground, there was a trickle of blood coming from his left eye and the right-side of his stone-lip.

"I have to help him- agh," Gwen tried to take a step but felt pain shooting through her entire body from her mind.

"No dice, love," Johnny puffed his smoke and continued, "Granny's brainwashing brutally forces every part of your mind to obey her, just making a decision for yourself should hurt like hell right now."

M'gaan pulled her back a step, "I don't think any of us are in any position to help him and based on what you said about Anodite power?" she watched as Ben animalistically groaned and roared with fire billowing up the sides of his blue silhouetted face. "I think he'll be best off if we don't tell him we're not dead, just for the next five or ten minutes."

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