After their battle against Vilgax and Fina at Niagara Falls, the Tennyson family had double backed to South Dakota. They took a quick stop to the Plumber's base in Mount Rushmore to gather the necessary supplies need to fix the Null Void Projector. Max didn't think they would need to use it again, but it was better to be safe than sorry. Especially when Phil was still working with the Forever Knights, who would not take kindly to losing Trixie's clone.

After they gathered what they needed, Max decided to stop for the day in the forest near the national monument. Max was getting everything set up to go camping for the night while Trixie was on the phone with her forum group, jotting down notes in her notebook after she lost Gwen's laptop. Th Tennyson cousins, on the other hand, were acting strangely. They were being…nice?

"I've got the marshmallows," said Gwen cheerfully, holding up the bag of fluffy delights.

"And I've got the graham crackers," added Ben, shaking the box.

"We'll wait here while you get the firewood, so we can make s'mores," said Gwen brightly.

"Now it is so nice to finally see you two getting along," said Max proudly, picking up the axe for woodcutting. "I'll be back in a jiffy."

"Great!" said the Tennyson cousins in unison, waving their grandfather off. And they kept waving and waving until Max had disappeared into the forest. Once he was out of sight, the Tennyson cousins turned on each other, all traces of friendliness vanished. "This is your fault!"

"Wow, three seconds, that's a new record," said Trixie sarcastically. Someone said something on the phone. "No, no, I was talking to someone else."

"Grandpa only turns sixty once!" snapped Gwen. She glares at her cousin, who was digging through the box of graham crackers, and shoved him to the ground, spilling the crackers everywhere. She then reached into her back pocket, pulled out a folded sheet of paper, and shoved it in his face. "I had his party totally wired."

"You chose his birthday wish?" asked Ben, giving the list a quick once over.

"And how is he supposed to make one without a cake?" Gwen glowered. "That you were supposed to get?"

"Uh, excuse me, full-time hero here," Ben retorted, rising to his feet. "When do I have time to go get some dumb old cake?"

"I'm just as busy with Lucky Girl and I still found time to get everything else," said Gwen.

"It's not a big deal," Ben scoffed, crossing his arms.

"For Grandpa it is," said Gwen in a softer tone that made Ben feel a little guilty.

"…Ugh, fine," Ben groaned as he activated the Omnitrix. "I'll just go Fasttrack, run into town, and be back before you can say – "

Whatever he intended to say was lost as an mysterious yellow vortex suddenly warped into creation on the edge of their campground.

"Okay…that can't be good," said Ben.

Before any off them could make sense of it, a woman disguised in a blue hood shot out of the vortex and flew at the Tennyson cousins. In a split-moment of time, Gwen took notice of the Charms of Bezel sown onto the woman's left sleeve. But didn't Charmcaster destroy those, Gwen thought to herself.

Unfortunately, while she was distracted by her thoughts, the masked woman grabbed Gwen around the waist and carried her into the sky. The unknown sorceress hovered for a moment, looking down on Ben while ignore Gwen's pointless flailing. The sorceress then flew back down, gliding past Ben like a speeding bullet, and flew back into the portal she came from.

"Gwen!" screamed Ben.

Ben had no time to think; he slammed down on the Omnitrix's faceplate and hoped for the best. By some good fortune, he had transformed into Fasttrack, who immediately zoomed forward and dashed through the portal before it closed behind him.

The campground was silent…except for the scratching of Trixie's pencil as she jotted down another note, acting as if her friends hadn't disappeared into the unknown. Max arrived back at the RV only moments later with the axe on his shoulder and a pile of firewood under his arm. He looked around the campground. He saw Trixie where he left her, but his grandchildren were nowhere to be see.

"Trixie, have you seen Ben and Gwen?" he asked the green-haired girl.

"Gwen got kidnapped and Ben chased them through a wormhole," Trixie answered nonchalantly.

"…Why am I not surprised?" Max sighed exasperatedly.


When the portal opened again, the sorceress and her hostage came out in the lower levels of a major city, clearly far away from Mount Rushmore. The masked woman looked behind her, expecting to see Fasttrack chasing her close behind, but was surprised to realize that there was nobody behind her….

That was because Fasttrack ran around and dashed at the sorceress from the front, landing a solid right hook to the woman's face. The masked sorceress collapsed facedown on the ground while Fasttrack snatched up Gwen and carried her to the opposite side of the street.

"You okay?" Fasttrack asked Gwen.

"Yeah…but I don't think we're in Kansas anymore," Gwen remarked, looking around.

That was the understatement of the century. One look around told them that they were in a city, but the tech was more advanced than anything they had ever seen before. Hoverboards, flying cars, floating signs – it was like they had stepped into the future. Not to mention the fact that there were aliens walking around like it was normal and none of the humans batted an eye at them. And the strangest part was…everyone seemed to recognize Ben in alien form.

"Hey, Ben, looking good!" a pretty girl on a hoverboard flirted.

"Yo, Ben, keep up the awesome job!" a boy wearing rocket boots cheered.

"Check it out, it's Ben 10K!" a human boy said excitedly to a giggling Pyronite girl.

"Uh, okay, this is officially weirding me out," said Fasttrack, setting Gwen back on her feet. "Where the heck are we? And how does everybody know who I am?"

Equally curious, Gwen looked around and spotted a holographic screen underneath a sign called the CN Chronicle. Gwen walked up to inspect it; It looked lie a futuristic newspaper. She used her finger to scroll to the top of the article and let out a startled gasp.

"Ben, look at this!" Gwen shouted urgently.

Fasttrack walked up next to her and read aloud, "'Famous rockstars – Ami and Yumi – welcome their second daughter to the world.' Aw, good for them."

"Not that, doofus," Gwen scolded him. "Look at the date.

"The date? What's so important about – whoa…," Fasttrack's eyes bulged with shock. "Wait, is this real?"

"It must be," said Gwen. "According to this article…we're twenty years in the future!"

"I heard that time flies, but this is ridiculous," said Fasttrack. "How're we supposed to get back to Trixie and grandpa?"

"How should I know?" Gwen retorted. "I don't even know how we got here in the first place – "

It wouldn't be a day in the life of the Tennysons if something didn't blow up in their faces – and this time it was quite literal. Fasttrack's reaction time was the only thing that allowed him to grab Gwen and run to the opposite end of the street before the news stand exploded without warning.

"Ugh, can't we go one day without any explosions?" Gwen moaned.

"Hey Tennyson, long time no see!"

Fasttrack's brow quirked curiously when a humanoid rhino beast emerged from the smokescreen, clad in red armor with a laser attached where his horn would be.

"Uh…do I know you?" asked Fasttrack, tilting his head cluelessly.

"Prepare for my revenge," the rhino man snorted.

The animal-human dropped down on all-fours, charged up his laser-horn, and fired of several beams of blue energy. Gwen rolled out of the way and Fasttrack casually ran around, dodging the lasers as if they were moving in slow motion.

"I don't know who you are, buddy," said Fasttrack, who pivoted on his heel and took a direct charge toward the animal, "but you're about to learn what happens when you mess with Ben – "

But predictably, the Omnitrix made great strides into making Ben's life as difficult as possible. Case in point: just as Fasttrack was about to land a finishing blow, the Omnitrix timed out and reverted him back to Ben in a flash of red light. Unable to stop himself, Ben smacked face first into the rhino-man's armored chest, hurting no one but himself. The rhino-man hummed curiously as he stared down at a child who was rubbing his sore head.

"Uh, maybe we could talk about this?" said Ben nervously.

"Kemo Char!"

The rhino-man is almost knocked off his feet when a blast of energy strikes him in the side of the face. The masked sorceress who had kidnapped Gwen was lying prone on the ground, one of her hands glowing with golden magic. She fired off several magic bolts that forced the rhino-man to back away slowly, but it wasn't strong enough to knock him down. Growling in annoyance, the rhino-man dropped down to all-fours again and shot another laser at the mysterious woman, who deflected the beam by erecting a barrier around herself.

The woman raised herself off the ground and flew at the beast, but rhino-man had another trick up his sleeve. He fired a capsule from his horn, which burst open into a net that caught the woman by surprise and pinned her to the ground. Any attempts to struggle out were thwarted when the net released an electrical discharge, sapping the sorceress of her strength.

With the sorceress out of the way, the rhino man changes directions and fires on the Tennyson cousins. Ben and Gwen run around cluelessly as the mutated behemoth fired three potshots at them…then suddenly stopped all of a sudden. The Tennysons stop in their tracks, curious, and looked back to realize that the rhino villain was lying flat on his back with his horn broken and dozens of dents in his armor that weren't there a second ago.

"Okay, will someone tell me what the heck's going on here?" asked Ben, bewildered.

"That's what I should be asking."

Ben and Gwen were nearly bowled over when a dust cloud suddenly kicked up around then and something zoomed between them at speeds that effortlessly outstripped Fasttrack and came to a perfect stop. The newcomer looked like a towering humanoid dinosaur in a tracksuit with a shielded helmet and riding on little black balls. But the one thing that stood out was the familiar crest stamped on his chest.

"Is that the Omnitrix?" Ben gasped, pointing at the emblem. "How'd he get the Omnitrix. It's on my wrist right now."

"We're in the future, doofus," Gwen scolded her cousin. "That's gotta be future you."

"Whoa, really?" said Ben, turning starry-eyed. "Awesome! I must've unlocked a bunch of new aliens in the future. I wonder what that one is called? Speed Demon? Dino Dash? No, wait, I got it: XLR8!"

"Not the time, dweeb!" Gwen snapped.

The speed alien – hereby dubbed XLR8 – ignored the chattering children as the Sorceress, who somehow managed to free herself, tossed the rhino man's own net on him. XLR8's visor scanned the rhino man.

"Looks like the work of Animo," said XLR8. "I'll run a DNA analysis back at headquarters." He and the sorceress turned their heads to the Tennyson cousins, who waved and laughed nervously. "And send them back now."

The speed alien turned to leave, only to be intercepted by his younger counterpart. (How nobody noticed him magically teleport from one spot to another was a mystery itself.)

"Whoa, you're me, right?" Ben asked his older self excitedly. "And it looks like I'm new and improved! This is so cool...that I'm so cool! Did you say 'headquarters?' I have my own headquarters!"

"I don't have time for this," said XLR8 irritably, turning away again.

But once again, Ben ran in front of him and said, "Everyone calls you Ben 10,000, right? Does that mean you have ten thousand alien heroes? Cause that would be so cool. When can you catch me up on my other alien heroes I've unlocked?"

"Hmm…how about – NEVER?!" XLR8 yelled in his face before dashing away, leaving a dust cloud and a disappointed Ben in his wake.

"You could lose the attitude, you know?" Gwen and the sorceress yelled after him simultaneously. It was in that moment that Gwen came to a startling realization.

"Wait a minute…," Gwen gasped, looking up to the sorceress. "You're... me? Gwen?"

The hooded woman finally revealed herself and it was, in fact, and older version of Gwen; her hair was in a choppy pixie cut and her face was more angular, but it was most certainly her future self.

"Actually, I've been going by Gwendolyn since college," said Gwendolyn.

"College? Ivy League? Do I have a Master's?" Gwen asked in rapid fire enthusiasm.

"Look, I didn't bring you here to find out about your future," said Gwendolyn calmly, glancing at her younger cousin. "I came back to bring Ben."

"So why nab me?" asked Gwen.

"I remembered Ben's listening skills sort of stunk," answered Gwendolyn humorously, much to Ben's annoyance. "Grabbing you was the only way I knew he'd come."

"So time travel's no big deal now?" asked Gwen.

"Once you achieve the rank of Master Sorcerer of the Legerdomain Temple," said Gwendolyn, "you'll be granted access to all kinds of spells."

"I'm a Master Sorcerer?" said Gwen excitedly. "How wicked is that? What else do I know how to do? Hey, did I ever get my black belt?"

"Hello!" Ben interrupted, thoroughly annoyed now. "Forget you; this is about me!"

"He's right," said Gwendolyn seriously.

"Tell me I didn't grow up to start agreeing with 'Mr. Dweeb' all the time?" Gwen grumbled.

"Ben 10,000 needs his help," said Gwendolyn shortly.

"I seem pretty tough," Ben boasted. "What could a cool superhero like me need anyway?"

"Ben 10,000 may have mastered the secrets of the Omnitrix, but it still doesn't make him prepared for everything," said Gwendolyn gravely. "There's a crisis looming even he can't solve alone."

At that moment, Gwendolyn's cat-themed belt buckle (how did they not figure out her identity from that alone?) beeped and electronic voice announced: "Danger alert! Sector 15-D!"

"What's in Sector 15-D?" asked Gwen.

"Fort DNA-X," answered Gwendolyn seriously.

"That name stinks," Gwen criticized.

"I know," Gwendolyn agreed. "It's Earth's massive genetic depository with DNA samples from across the galaxy."

"Dr. Animo," said Ben. "That's the crisis, right? That's why I'm here. He made that robot-rhino dude, and now he's doing something else. It's time to give the doctor a double-dose of Ben-medicine! Come on, I'll give us a lift." But when he tried to activate the Omnitrix, it was still in cooldown mode. "Aw, man! Can't this thing power up faster in the future?"

Amidst Ben's complaining, the honk of a car horn turned everyone's attention to the green muscle car that rolled up in front of them. Ben and Gwen looked at each other, confused, but Gwendolyn found herself grinning widely as the window rolled down, revealing the driver's identity. It was a woman in her thirties in a white three-piece business suit and the Omnitrix emblem clipped to her breast pocket. Her face was a perfect match to Gwendolyn's except for the green-and-black stripped hair done up in a formal bun.

Ben and Gwen immediately recognized her and gasped happily.

"Gwendolyn, I thought that was you," said Trixie, stepping out of the car.

"And us," said Ben as he and Gwen playfully popped up from behind Gwendolyn.

"Well, I see someone finally figured out how to work their time portal," said Trixie amusingly. The younger Tennyson cousins ran to their grown-up friend and Trixie kneeled to wrap them in a big hug. "Oof! Now this is what I call a nice surprise, seeing you two again."

"Don't you still see us?" asked Gwen curiously.

"Well, uh…I see Gwendolyn a lot," said Trixie hesitantly.

"What's with the suit?" asked Gwen, getting a good look at Trixie's formal attire. "You going to a business meeting or something."

"Just finished," answered Trixie. "As CEO of Dex-Labs, I have to look my best when speaking with potential investors."

"So Dexter got his company off the ground?" said Gwen.

"He's learned to manage his work-life balance," said Trixie.

"You can tell us later," said Ben hurriedly. "Trixie, we need a ride."

"Fort DNA-X," Gwen and Gwendolyn said simultaneously.

"They really need to change that name," Trixie commented. She stepped back in the car and said, "Hop in."

"Sweet ride," said Ben as he and Gwen hopped in the back while Gwendolyn took the passenger's seat. "Where'd you get it?"

"It belongs to Kevin," Trixie explained. "I'm taking care of it while he away on business on Saturn."

"Tch, business, yeah right," Gwendolyn scoffed, crossing her arms irritably, which Trixie rolled her eyes at.

"You may want to buckle up," Trixie warned the younger passengers.

Ben and Gwen did as they were instructed and put on their seatbelts as Trixie flipped a few switches on the dashboard. The children were startled when they suddenly realized that Trixie's (Kevin's) car was hovering off the ground. They pressed their faces against the window and saw that the wheels were now sideways, emitting anti-gravity propulsion, and a set of rocket engines popped up out of the trunk. Trixie chuckled at the kid's excited looks before stepping on the accelerator and flying off over the cityscape.

"This is so cool," said Ben, smiling from ear-to-ear. "So...where do I sleep?"

"In your fancy headquarters, where else?" answered Gwendolyn in annoyance. "You're too good to stay with us anymore."

"Guess you just have…other priorities," said Trixie with a hint of dejection in her tone. Ben and Gwen exchanged worried glances as Trixie flew up to an oddly twisted building near the top level of the city. "Well, here we are."

The two Gwen immediately hop out and make a beeline for the door, but as Ben stepped out of the car, he hesitated for a moment and looked back at Trixie.

"You coming, Trix?" he asked.

"Oh…no, no," said Trixie, waving him off listlessly. "You haven't needed my help for a long time…. Just make sure you say good-bye before Gwendolyn sends you back."

Even Ben, who wasn't the most observant person, could tell something was wrong. But he didn't say anything and followed his cousins into the building. Once they were gone, Trixie exhaled a depressed sigh…moments before a random steel girder fell out of nowhere and crushed the car's hood.

"Fifteen years and that gag's still going strong," Trixie commented with a blank stare.


They entered the terribly named Fort DNA-X, where dozens of large canisters were being stored deeper inside the building one after the other. So far, the place looked empty – no sign of Dr. Animo or future Ben. Fortunately, Ben's omnitrix finally finished it's recharge by the time they got inside.

"All right!" Ben cheered, activating the Omnitrix. "Time to go Rath and show Ben 10,000 where it all begins."

But when he slammed down on the faceplate, what appears in the wake of the explosion was the adorable Pesky Dust instead of the fearsome Rath.

"Yeah, with you messing up again," Gwen taunted, much to Pesky Dust's ire.

Before they could get into another argument, which Gwendolyn was not looking to referee, the left side wall exploded, knocking the children off their feet, and putting Gwendolyn on the defensive. A moment, a taller, buffer version of Rath wearing a luchador outfit came flying through the air and slammed into the ground in front of the others. Future Rath snarled as he stood up, which only doubled when a pesky fairy alien floated up to his face with its irritating high-pitched voice.

"Oh, I was gonna go Rath, too. Great minds must think alike," said Pesky Dust. "…Hey, why're you wearing pants?"

"I don't have time for you, pipsqueak," Future Rath sneered. "Now go!"

A storage pod was thrown through the air and smashed into the ground in front of the transformed heroes, bringing their attention to their enemy. Rather than the weak and frail Dr. Animo that past Ben knew, future Dr. Animo had somehow become a disembodied head stored in a jar attached to the body of a white gorilla. Ben covered his mouth to stop himself from puking.

"No one's going anywhere!" Dr. Animo declared. "I see you brought help. You're going to need it. For every one of your ten thousand heroes, I will steal enough DNA to create ten thousand monstrous minions."

"Oh yeah? Think again!" chirped Pesky Dust.

He flew toward the abominable scientist, only to be swatted like a fly and knocked back against his future counterpart. Gwendolyn stepped in between and chanted, "Kemo Char!" The master sorceress shot a beam of magical energy, but Dr. Animo ripped up a sheet of metal from the floor and used it to deflect it back at her. Gwendolyn pulls up a barrier in time, but the force was still strong enough to knock her flat on her back.

Meanwhile, Future Rath came back to his senses and glared at Pesky Dust still recovering on the floor. He ripped a pipe from the wall, bended it into a curve, and thrust the two points on either side of Pesky Dust's chest, pinning him to the floor.

"Get out of my way!" Future Rath snarled in Pesky Dust's face.

"Hey, you can't- I mean, I can't do that to me!" Pesky Dust trilled, shaking his fists.

Rath and Dr. Animo charged at one another. Future Rath landed the first blow, dealing a left hook to Animo's dome. But Dr. Animo countered with a two-handed uppercut. Future Rath tackled Animo to the floor, but Dr. Animo clapped the Appoplexian's head, momentarily disorienting him.

And while they were duking it out, Gwen was helping her future self back to her feet.

"Shouldn't we help or something?" Gwen asked worried as her future cousin went back and forth with Animo.

"No," said Gwendolyn with a hint of annoyance. "He prefers it this way."

"Could someone help me already?" Pesky Dust complained, flailing in place. "I'm missing all the action!"

Dr. Animo took a swing at Future Rath, who leaned out of the way and countered with an uppercut to the face. Animo took a brief tumble, but pounced right back and grappled the Appoplexian. A green light exploded between Animo's arms before he was pushed away by a powerful stream of foul-smelling liquid. The source of the slime was a sphere-shaped alien with a massive gaping mouth that Ben had never seen before. But before Pesky Dust could get a better look at it, his future self transformed into a yellow-and-black alien with a metal head floating between his shoulders.

Ben 10,000 extended his claw-like hands that seemed to magnetize Dr. Animo and attract large quantities of metal to gather on him, creating a metallic cocoon. But Dr. Animo broke through with brute force, then ripped a crane claw from the ceiling and brought it down on Ben 10,000, seemingly crushing him. Dr. Animo almost seemed proud of himself…until a jellyfish-like alien floated overhead and pointed two tentacles at the disfigured scientist, blasting him with a strong current of electricity.

Dr. Animo screamed and fell to his knees, smelling faintly of burnt hair. He shot a loathsome glare at Ben 10,000 until he realized that the future hero had transformed again. This time he had become a tall, humanoid grasshopper who bounced off the wall behind him and launched across the room like a speeding bullet, kicking Animo's chest with both feet. Dr. Animo was shot backward and smashed into one of the containment tanks, spilling yellow fluid all over the floor. The grasshopper alien stood over Animo's slumped form with a grim expression.

"Wow, I rock!" cheered Pesky Dust. "What do you call that one? Bug Bomber? Crashhopper?"

"They're not pets! I don't name them anymore!" His older self scolded Ben before changing into Rath.

"Aw, but that was half the fun!" said Pesky Dust.

Dr. Animo soon regained consciousness and looked up at Future Rath just as he swung his fist. But instead of punching the mutilated madman, Future Rath tore open the walls behind Animo and ripped out the cables. With a little work, the Appoplexian successfully bound his enemy to the wall. And just in time, too, because three familiar figures suddenly flew in through the door looking ready to fight.

"Is everyone all right?" the redheaded leader asked in concern. "We heard the alarm and came as fast as we could."

Pesky Dust had to stop himself from fanboying. It was the Powerpuff Girls! Only they weren't girls anymore. They were all fully grown adults well into their thirties and no longer wore matching outfits, but they kept the red, blue, and green color scheme. But rather than looking happy or appreciative, Future Rath only regarded them with annoyance before changing into XLR8

"Show's over, ladies," he said.

"You should've waited for us, Ben," said Blossom, crossing her arms disapprovingly.

"Yeah, we could've helped," said Bubbles.

"Why bother? You'd just get in my way," said XLR8 rudely. "But since you're here, how about bringing Animo back to the Null-Void chamber for me."

"You know, you've become a huge jerk ever since you quit the Justice Friends," Bella glared.

"Whatever," XLR8 scoffed. It was at that moment that past Ben's Omnitrix timed out and he was finally able to slip free. XLR8 zoomed over to snatch him and Gwen up, stopping in front of Gwendolyn. "Gwendolyn, I'll meet you back at headquarters."

And then he ran off without giving her a chance to speak, which made Gwendolyn rolled her eyes in annoyance. Nevertheless, she flew off after her cousin, leaving the Powerpuff…women (?) to deal with Dr. Animo.

"Guess you got me now," said Dr. Animo, sounding strangely calm. "There's nothing I can do."

All the while, he was glancing at the label of the container next to him: VX-0001.


"So…Animo's been around this whole time?" Ben asked his future counterpart as they ran through the crowded streets, kicking up a trail of dust in their wake.

"He escaped a few years back," XLR8 answered evenly. "I wasn't sure if he was going to show his ugly face again. But now, it looks like he won't be a problem anymore."

"What about Fina?" asked Gwen.

"Fina's still around," said XLR8. "She turned the Forever Knights into Infinity Inc., a technology production company to rival Dex-Labs. She never grew out of her rivalry with Trixie. She's also been dealing in underground crime: arms dealing, drug trafficking, slave trading – both human and alien. Unfortunately, Fina's smart. She knows how to cover her tracks so that nothing gets traced back to her. And since she's built a good reputation as a philanthropist, I can't arrest her without any evidence. But she'll slip up one day."

"And Vilgax?" asked Ben.

"Last I saw of him, I left him in pieces," said XLR8 coldly. "It wasn't pretty for anyone. 'Nuff said."

"Whoa, I really need to lighten up," Ben grimaced.


Back at the horribly named DNA storage facility, Blossom and her sisters had just finished ripping away the last of Dr. Animo's bindings. The doctor suddenly smirked confidently as the ventilator on his collar suddenly expelled a strange gas in the Powerpuff's faces. The sisters were wracked with coughing fits until they fell unconscious one after the other. And with the heroes out of the way, he strolled over to the neighboring container and ripped the hatch away, revealing the mangled remains stored inside.

"Long time no see, Lord Vilgax," Dr. Animo greeted wickedly. "The time has come to rise again and take your revenge."

One of the nodes of Dr. Animo's jar helmet fired a red beam at Vilgax's corpse, bringing life to his burning-red eyes once more….


XLR8 carried the Tennyson twins to the edge of the city where a tall tower was erected at the base of Mount Rushmore with the Omnitrix emblem on the roof. The speedy hero carried them up seventy flights of stairs before dropping them off at what seemed to be the command center, the cousin's hair sticking up at odd angles.

"Whoa! This is my headquarters? Awesome!" said Ben enthusiastically. "I must chill out here a lot."

"There's no time," said XLR8 seriously, zipping between the various monitors and computers. "I'm always patrolling the planet. Thus, Ben has no need to hang out here."

"Okay, tell me I didn't just say, 'thus,'" said Ben disappointedly, patting down his windswept hair while Gwen does the same. "Don't I have any fun anymore?"

"You'll learn soon enough being me is not about... fun," said XLR8 disapproving, getting up in Ben's face. "Now wait here for Gwendolyn, and don't touch a thing!"

With the final order, XLR8 went back to observing the computers. Though as his future counterpart, Ben 10,000 should've known better than to think the ten-year-old boy would listen. Case in point: him discovering a wall panel that appeared to be holding a hoverboard.

"He said not to touch anything," Gwen warned him.

"Why should I listen to me?" Ben scoffed. "You never do."

Ben activated the board, which hovered in place until he tried to climb on it and took off near the ceiling. It took him a few seconds to get his foot, but he was to adjust himself in no time. He flew across the room with a whoop, unconcerned as he knocked Gwen out of his way. Gwendolyn had just arrived in time to see her younger self get knocked flat on her butt and her younger cousin annoy her older, grumpy cousin.

"Guess I should have told her to duck, huh?" Ben laughed.

"Get off that board now!" XLR8 shouted.

"What? I don't even smile when I terrorize Gwen anymore?" said Ben, taking a few laps around the main computer and then balancing himself at a tilt while spinning in circles. "Heh, you're even worse than I thought. Cool move, huh? Want to race?"

"No!" XLR8 snapped, snatching the board away in the blink of an eye and letting Ben hit the ground. "Those days are over."

"Well, what I'm over is being a hero if this is how I turn out," Ben glared at XLR8, who replaced the board on the wall and returned to the monitors. "I am such a jerk!"

"Guess we can agree on something," said Gwen, frowning, as she and her older self walked over.

"He wasn't always like this," said Gwendolyn with a hint of sorrow in her voice. "It's just been this way since…grandpa died."

"What?!" the Tennyson cousins yelled.

"Grandpa died? How?" Gwen shouted quickly.

"Was it Ghostfreak? Zombozo? The Forever Knights?" Ben asked desperately.

"Heart attack," Gwendolyn answered simply, taking the children aback. "Grandpa Max was one of the toughest people I've ever known…but he was old, and his years working with the Plumbers didn't do his body any favors. It was only a matter of time before he…shut down."

"How did it happen?" asked Ben somberly.

Gwendolyn let out a deep, tired sigh. This was clearly a hard topic for her to discuss, but one look at her cousin speeding through the monitors was enough to resolve herself to speak.

"It was five years ago," she explained. "Ben, Trixie, Kevin, Rook, Kai, Charmcaster, and I were sent to Anur Transyl to deal with the Fright Wars being led by Zs'Skayr. While we were away, Grandpa Max was going fishing with his old Plumber friend, Magister Patelliday. Everything seemed normal until grandpa suddenly collapsed on the boat. Patelliday tried to help him – called the EMC and tried to resuscitate him, but it wasn't enough. By the time we got back from Anur Transyl…grandpa had been gone for two days. Ben blamed himself." She added, glancing at her cousin.

"Why would he do that?" asked Gwen. "He didn't do anything wrong."

"Ben's always thought that if he had the Omnitrix, he could stop all the bad things from happening," said Gwendolyn morosely. "But when grandpa died, something changed in him. He almost used Alien X to reverse what happened if Trixie didn't have that one under a security key only she can access. Ever since then, he's been going hero twenty-four-seven. He stopped hanging out with his friends, he doesn't visit family any more, and he even quit the Justice Friends. You know, the last time I saw him in his human form was three years ago."

"Why doesn't anyone talk to him?" asked Ben.

"We've tried – all of us," said Gwendolyn, frowning. "But he won't listen to anyone. Not even Kai. Eventually, everyone just…gave up. They moved on. It's been a year since I've seen Rook or Kai around here."

"What about you?" asked Gwen, looking up worriedly to her counterpart. "Have you given up?"

There was a noticeable pause of hesitation in the master sorceress. Luckily enough, the alarm decided to go off at that exact moment, drawing everyone's attention to the main computer.

"Danger alert. Sector 1-A Centric. Danger alert. Sector 1-A Centric."

"What is it?" Ben asked his older counterpart.

"My business, not yours!" XLR8 snapped at Ben, then at Gwendolyn. "Get the portal open and get them home!"

And once again, he dashed away before giving her a chance to speak.

"Well, I'm not going," Ben told Gwendolyn defiantly. "You brought me here for a reason, and I bet it's what's going on in Sector 1-A Centric. Is it far away?"

"It's sixty-one stories below us," said Gwendolyn. She let out a startled gasp as a realization came over her. "The Null-Void Projector!"


By some unknown means, Dr. Animo had managed to sneak into the basement off Ben 10,000 high-security headquarters without any issue. He pressed a few buttons on the console the controlled the Null-Void Projector, which was now a massive machine the size of a tank hooked up to a dozen energy sources, lowering it to ground level. But who else would stand between Animo and the projector than XLR8, who transformed into Future Diamondhead with his arms sharpened to points.

"It ends now, Animo!" Future Diamondhead declared.

"Oh, but it's only just beginning…," an ominous, yet familiar, voice joined the fray. Future Diamond couldn't stop himself from looking shocked as his once thought to be dead archenemy stepped out of the shadows, his body regenerated with some significant changes, including his bulking left arm. "It's been too long…Tennyson."

"Vilgax!" yelled Future Diamondhead, startled.

The resurrected warlord leapt forward, swinging his fists overhead, and came down on top of the adult Petrosapien. Future Diamondhead stepped out of the way, but Vilgax threw out his bulking arm in a wide sweep, smacking his archenemy into the air. Future Diamondhead hits the wall on the opposite side, pinned to the concrete by his back spikes. Vilgax doesn't give him a chance to recover as he punched Future Diamondhead through the wall.

Meanwhile, Dr. Animo returned his attention to the Null-Void Projector, now that Vilgax was keeping Ben 10,000 busy. But his attempt to reach the projector were stopped when he was hit by a hailstorm of magic blasts from the side. He gritted his teeth as Gwendolyn made her appearance with Ben (riding the hoverboard again) and Gwen in tow.

"Animo's trying to open the Null-Void chamber," said Gwendolyn.

"And free everyone me and Grandpa ever captured," Ben realized. However, his attention was redirected to the hole in the wall, spying the revived Vilgax tossing Future Diamondhead like a ragdoll. "Vilgax?! He's mine. Take Animo."

"With pleasure," said the Gwens.

As the past and future ran off to face Dr. Animo, Ben activated the Omnitrix and turned the dial until it stopped on Rath's silhouette. But predictably, when he slammed the faceplate down, instead of getting a super buff Appoplexian, he got –

"Aw man!" Buzzshock whined.


The battle is taken outside to a landing pad overlook Mount Rushmore. Future Diamondhead is thrown through another wall and send flying over the edge. He narrowly managed to stab one of his pointed arms into the wall, keeping him suspended in the air over a two-hundred-foot drop. Vilgax menacingly approached the hero when he is hit over the head by a seemingly unmanned hoverboard. Vilgax followed the board with a narrowed gaze as it curved around and started to fly back to him, only realizing that Buzzshock had been commanding the board after the Nosedeenian unmerged.

"Take that!" shouted Buzzshock.

It was only because he was taken by surprise that Vilgax took the hoverboard to the face, knocking him flat on his back. But Ben knew that the most it did was annoy him. Indeed, Vilgax was soon sitting up, massaging the bump on his head, his bloody-red eyes even thinner than before.

"Okay, not my best idea," said Buzzshock after landing on his feet.

"What are you still doing here?" Future Diamondhead grumbled, pulling himself over the ledge. "I told you to get out of here."

"I wanna help," said Buzzshock.

"I don't need help," said Diamondhead, walking past and rudely shoving his younger self aside. "You'll just get in my way."

That was the last straw. Buzzshock gnashed his teeth furiously and blasted Future Diamondhead's back with a bolt of electricity. It didn't do anything to her him because he's made of silicon, but it did surprise the future hero and brought him down to his knee.

"Did…did you just zap me?" Diamondhead sputtered, shocked (pun intended) as he turned around.

"Look, I get it, all right," said Buzzshock, zipping up to Future Diamondhead's face, causing him to lean back in surprise. "I'm sorry about what happened to grandpa. I can't imagine what you're going through. But when are you going to get it through your thick skull that there are people who care about you and want to help? If you keep pushing them away, you're gonna lose them, too…. That's not what grandpa would've wanted."

His words seemed to have an effect on the future hero. The petrosapien looked down for a moment, lost in thought, then back at Buzzshock.

"Well then," said Future Diamondhead soberly, "if you want to help, this might come in handy."

He touched the Omnitrix emblem on Buzzshock's chest and forced his younger self to transform in a burst of green light. When he looked down at himself, Ben realized he had become a new alien he had never seen before: it was tall and lanky with a pure-black body wearing metal boots with spurs, a pair of metal gloves with a hole at the end of each finger, and a tattered brown serape poncho wrapped around his upperbody with the Omnitrix emblem pinned like a badge. The poncho covered the lower half of his face and a cowboy's hat cast a shadow over the rest so the only visible part was his glowing green eyes.

"Awesome!" the new alien cheered with a southern drawl. "What does this alien do?"

"You can create portals in space by shooting them from your fingers," Future Diamondhead explained.

"Well butter my biscuits and call me Suzy!" the cowboy alien laughed. "Whaddya call this one? The Lone Space Ranger?"

Their conversation was interrupted by Vilgax, who threw a piece of the floor at their heads. Acting on pure instinct, Ben made a finger gun and ejected a tiny ball of green energy from the hole in his finger. The ball expanded into a green portal that swallowed the debris, closed in on itself, and created another portal that spat the wreckage over the ledge behind them.

"That so cool!" said Ben.

"We can talk names later," said Future Diamondhead before he transformed into blue monkey with four arms. "Stop Vilgax!"


While the Bens were fighting Vilgax outside, Dr. Animo was close to opening the Null-Void Projector despite the Gwen's interference. Gwendolyn created a wall of fire to separate the doctor from the projector while Gwen chanted, "Kemo Char!", casting the same spell her older self had favored after observing her multiple times. Dr. Animo crossed his arms to block the spell, but was still pushed back several feet.

All the while, the Null-Void Projector started to open a crack and tendrils of untold abominations started to breach through….

"You won't keep me away for long!" shouted Dr. Animo.


Ben 10,000's monkey alien is knocked back after a simple backhanded slap from Vilgax, leaving his facedown on the floor. Ben's cowboy-styled alien was being pushed back as the menacing warlord stomped closer, throwing punch after life-threatening punch. Ben's only saving grace was using his new alien's powers to send Vilgax's fists through the portals, forcing his arch enemy to punch anything other than him. But Ben's inexperience combined with his rising panic prevented him from directing the portals to where he wanted them to come out.

It was only a matter of time until Vilgax adapted and threw his fist around Ben's portal, landing a solid blow directly to the new heroes' chest and slamming him into the floor. The blow knocked the breath out of Ben; one thing he learned about this new alien is that it wasn't suited for close combat.

Ben 10,000 got back to his feet and transformed into a more muscular version of Heatblast with flames spewing his shoulders. He blasted Vilgax with a current of fire, but the galactic conqueror casually blocked with his muscular arm. He ran at Future Heatblast with his bulking hand clenched into a fist ready to knock the hero into next week. Fortunately, Ben managed to sit himself up and shot a portal at Future Heatblast's feet, causing him to fall in and watch Vilgax swing at nothing but air.

As the squid-faced tyrant searched for his nemesis, a second portal opened up directly above him and deposited Future Heatblast. As he fell, Future Heatblast transformed into a large white-skinned alien with yellow armored plating and curled up into a ball, turning himself into a living cannonball. But Vilgax, who had been alerted by the transformation light, spun around on his heel and punched Ben 10,000 with all his might, launching him straight into the wall. The weakened alien slumped to the ground.

"You think you can destroy me?" Vilgax taunted when Ben 10,000 transformed into XLR8. The speed hero zipped back and forth as he approached Vilgax, but the villain ejected a set of mines from his arm, knocking XLR8 off his feet. "I analyzed every one of your aliens and had Animo program their moves into my new DNA. Nothing you can do will surprise me anymore."

XLR8 transformed into Future Rath, but Vilgax grabbed him by the head and slammed him to the floor before he had the chance to attack. Ben finally managed to pull himself together and aimed his finger-guns at Vilgax, but the wicked conqueror seemed to anticipate his attack. While still holding Future Rath in place, Vilgax whipped his other arm around and sprouted a fleshy tentacle that bound Ben's hands together. He pulled back the tentacle and dragged Ben across the floor until Vilgax was holding him by the neck. Vilgax stared into Ben's glowing eyes with utter loathing when –

"Paws off my pals, Vilgax!" a new voice joined the scene.

Everyone craned their head to the side, all of them surprised by Trixie's sudden appearance on the battlefield. But what surprised Ben more than her arrival was the fact that Trixie was flying their way with her body made of a mixture of different aliens. She had the legs of Crashhopper, the head and body of Diamondhead, insect wings sprouting out of her back, and two yellow-armored arms with pistons in the elbows.

Trixie slammed into Vilgax's chest, forcing him to release both Bens and pushed him away by several feet. But it wasn't enough to knock him down. Fortunately, Trixie wasn't done; the pistons in her elbows shot down into her arms, creating a jackhammer effect that blasted Vilgax with incredible force at point blank range. The galactic conqueror screamed in pain as he was launched across the landing pad and crashed into the building.

"That was awesome, pardner!" Ben complimented, giving his adult friend a once over before she returned to human form. "You can multiple aliens at once? Can I do that, too?"

"No, it's tied to my origin," Trixie explained with a hint of teasing in her voice. "But don't tell my past self that. I want it to be a surprise."

"The Gwens need help," said Future Rath urgently. "They're by the Null-Void Projector. Go. We've got this covered."

"Glad to see you're finally accepting help," Trixie smiled proudly.

Trixie transformed her arms into a Pyronite and sprouted the insect wings on her back again before she propelled herself through the air like a rocket, flying into one of the many holes they made in the building. But while the two Bens watched Trixie fly off, they didn't notice Vilgax running up behind them until he tackled them both over the edge of the platform.

The three of them fell several stories, smashing through signs and bridges until they hit the ground with an earth-shattering quake, sending the civilians running in a panic –


Gwen was breathing heavy from exhaustion. She had been dodging Animo's attacks with her superior gymnastic skills that she couldn't focus on her spells.

"You can't protect the Null-Void and yourselves at the same time," said Dr. Animo, menacingly marching up to Gwen.

"Oh yeah," Gwendolyn challenge, flying up behind Animo. "Meena Goh!"

She fired a beam of heat from her hands and Dr. Animo scrambled out of the way to dodge it. While he was distracted, Gwen ran up and kicked him in the dome and knocked the mad doctor off balance. But Dr. Animo recovered, dodged another of Gwendolyn's heat beam, and leapt into the air to deliver a solid punch across the sorceress's face. Gwendolyn crumpled onto the ground and Gwen tried to protect her by sending a flying kick to Animo. But the mad doctor grabbed Gwen by her ankle and tossed her back as if she were little more than an annoying fly. Dr. Animo towered over the downed girl and raised both his arms, ready to pound her into paste.

That's when Trixie made her dramatic rescue. Only now she had four growing out of her body – each one from a different alien – with a pair of robotic legs with rockets coming out of her feet. She charged ahead with all four fists forward and slammed into Dr. Animo with the force of a speeding train, sending him shooting across the room with a surprised wail.

With her four arms, Trixie helped Gwen and Gwendolyn stand before returning to human form.

"Since when can you do that?" asked Gwen in surprise, referring to her amalgamation power.

"I already explained it to Ben: no spoilers," said Trixie cryptically. At the same time, she transformed her upper body into a Venus Flytrap-like alien with Fasttrack's leg and Buzzshock's nodes on her arms. "Come on, let's show him what we Tennysons are made of."

And the trio charged Animo together –


Back on the street, Ben clambered out of the smoking crater leaning on Future Rath for support. But once they were on solid ground, it was Future Rath who collapsed to his knees.

"Vilgax knows all my aliens' powers," said Future Rath hopelessly. "How can I beat him if he knows my every move?"

"He may know how all your aliens fight," said Ben, "but does he know what Ben Tennyson can do? I just hope after all this time, you haven't forgotten, too."

Future Rath looked back at his younger self with a thoughtful expression on his brow…then both of them were knocked off their feet went an organic mine exploded between them. Ben sat up with a groan as Vilgax stomped out of the smoke, looking every bit as menacing as before.

"You're finished, both of you!" said Vilgax.

Ben stood up ready to fight when a flash of green light caught his attention. When he looked back, he didn't see any alien – old or new – but a tall and muscular man with handsome beard picking up a stray hoverboard off the ground, an advanced version of the Omnitrix attached to his arm.

"Maybe it's time I did start fighting like you," Ben 10,000 said with a confident grin to his younger self; though his face was hidden, Ben's glowing eyes displayed his joy.

"Your weak, human form?" Vilgax scoffed. "What a novelty! Are you finally ready to surrender?"

"Actually, I was getting ready to finish this the old-fashioned way," said Ben 10,000. He slapped the emblem on Ben's still unnamed alien and transformed him into Diamondhead. "Follow my lead."

He hopped onto the hoverboard and shot forward while Diamondhead followed behind. Vilgax took a swing at Ben 10,000, who almost casually ducked underneath his outstretched arm with a playful whoop. Diamondhead followed up with a flying punch, but Vilgax leaned to the side and let the younger hero hit the ground behind him.

Rather than going after the inexperienced hero, Vilgax turned his attention to Ben 10,000, who was flying his way again. He took another swing, but the older hero hopped over his arm and back on his board again, taunting Vilgax with his joy-filled laughter. Ben 10,000 was literally flying circles around his archenemy, laughing up a storm every time the monstrous warlord missed his mark.

"If this is your attempt to stop me, it's pathetic... and pointless," Vilgax sneered.

His response was more mocking laughter, which drove Vilgax into a blind rage. Ben 10,000 led his nemesis down the street, cutting through hanging signs and narrow alleyways without Vilgax showing any caution to his surroundings. That was what Ben 10,000 was hoping for as he led the would-be conqueror to a wide river that cut through the city.

Ben 10,000 grabbed a lamppost to turn himself around and flew straight at Vilgax's face. The squid-faced villain smashed the board with his claw, but Ben 10,000 had already jumped over and landed behind his nemesis. Once he landed, he transformed into the alien Ben called Spitter and slammed Vilgax with a hose of pressurized slime to knock him off balance. That's when Diamondhead ran in and slammed his hands on the ground, creating a wave of crystals that finally knocked Vilgax over the edge and into the water.

Vilgax attempted to swim back to the surface, but then Spitter transformed into Future Arctiguana and breathed a steady beam of ice, flash freezing the water and everything inside it. Future Arctiguana leaned over to check and was relieved to confirm that his archenemy was trapped in place.

"Nice job," Diamondhead complimented. "You know, you're pretty cool after all."

"Just needed someone boneheaded enough to knock some sense back into me," said Ben 10,000 joking, changing back to human form.

"Well, we both know how stubborn we can be," said Diamondhead.

"That's putting it mildly," Ben 10,000 chuckled. He then rubbed his chin with a thoughtful look. "Say, about that new alien of yours. How 'bout calling it…The Rifter."

"…Ni-i-ice," Diamondhead complimented.


Gwendolyn carried her younger counterpart through the air, spinning her around as she chanted, "Twista, Comi-Titus!! She then threw Gwen, who was shielded in a protective layer of magic, at Dr. Animo and gave him a solid kick to the dome. Gwendolyn followed up with another spell ("Interdamoto! Ilaborator!") that caused a great explosion that threw Animo in the air. The mad doctor was then entangled in a coil of vines that pulled him toward Trixie, who literally knocked his block off with an electrified punch.

Dr. Animo's domed head clattered across the floor, but he was nothing if not persistent. As a backup plan, his dome sprouted a set of spider legs at the base and tried to crawl away. He didn't get far before Gwen casually walked up and pinned him down with her foot.

"Where do you think you're going?" she said tauntingly.

With the threat now over, Trixie moved to the console in human form and closed the projector, sealing away the monsters inside. Meanwhile, Gwendolyn walked up to her younger self with a proud smile and said, "By the way, that black belt you were wondering about? You got it years ago, and it's come in handy many times."


With the battles over and Vilgax and Animo on their way to the Null-Void, the heroes both past and future returned to Ben's headquarters. When they arrived on the top floor, Trixie and Gwendolyn were surprised by two things: Ben 10,000 was in human form for the first time in years, and gave them both a strong hug that nearly broke their backs.

"Trixie! Gwendolyn!" said Ben 10,000, sounding relived. "Thank Primus you're both okay. I was worried for a while."

"You should know that we can take care of ourselves," said Trixie.

"I know," Ben 10,000 agreed. "But that doesn't mean I don't worry about you guys."

"And we're worried about you, too," said Gwendolyn sincerely. "But I think we would all be less worried if we started helping each other. Like we used to."

"I'd like that," said Ben 10,000. "I've got a lot of people to apologize to. Starting with Kai. I hope she'll forgive me. I was such a huge jerk to her."

"Eh, she's used to it by now," said Gwendolyn with a teasing grin on her lips. "You know, if you really want to make it up to her, I know this store that sell some beautiful rings."

"Whoa, whoa, let's take it one step at a time," said Ben 10,000, panicking a little, which made Trixie and Gwendolyn chortle.

But the jovial banter was cut short when a roving screen flew up to Ben 10,000 and Future Blossom appeared on the hologram.

"Sorry, Ben. Danger alert," said Blossom seriously. "The Nuevo Circus Freaks have teamed up with the Symbiote Gang. They're in Quadrant Ninety-Two-J."

"Hmm…the Nuevo Freaks and the Symbiotes are some pretty tough customers," Ben 10,000 hummed, though smiling playfully. "I could really use some help on this one."

"Really?" asked Blossom, surprised. "You sure."

"If you're willing to put up with me," said Ben 10,000.

"It's no problem at all," said Blossom, sounding excited. "We'll meet you there. Blossom out!"

"You guys coming?" Ben 10,000 asked Gwendolyn and Trixie.

"I'm always ready to kick some Symbiote butt," said Gwendolyn enthusiastically.

"Not me, sorry," Trixie apologized. "Charmcaster's been needing me around more lately ever since her pregnancy started. But maybe some other time."

"Charmcaster's pregnant?" asked Ben 10,000, surprised.

"You'd know she's in her fourth month if you read my texts," said Trixie, frowning.

"Wow, I am really out of the loop," said Ben 10,000 scratching his head sheepishly.

While the two old friends caught up, Gwen approached her future counterpart and asked, "The crisis was never Vilgax or Animo, was it? Your Ben just needed a major attitude adjustment, huh?"

"Yeah," said Gwendolyn, smiling softly at her happier cousin. "He's been putting all the weight of the universe on his shoulders alone. I was worried that if I didn't do something soon, I might lose him forever." She leaned down to Gwen's level. "Look, Gwen, I know your Ben can be a major dweeb, but enjoy him while you can."

The master sorceress stepped away for a moment and waved her hand, silently forming the mystic portal that carried them to the future in the first place.

"Now come on, the portal's ready," she said. "And I believe there's birthday party you guys got to get to."

"Wait!" Ben yelped quickly. "You never told me the secrets of the watch! How do I unlock the other aliens?"

"Trust me, it's better if you find out on your own," said Ben 10,000. "Having all those powers is nice, but they're no substitute for having friends by your side. Thanks for making me realize that. Oh, here take this."

He handed a metallic cube to his younger self.

"What is it?" asked Ben.

"Something I should have gotten grandpa twenty years ago," said Ben 10,000 cryptically.

"Guys, the portal's closing," Gwendolyn warned.

"Well, see ya," Gwen waved good-bye before stepping through the portal.

"And I guess we're gonna be ya," said Ben, grinning from ear-to-ear as he took one last look at Ben 10,000, Gwendolyn, and Trixie before stepping through the portal –


"Trixie, have you seen Ben and Gwen?" he asked the green-haired girl.

"Gwen got kidnapped and Ben chased them through a wormhole," Trixie answered nonchalantly.

"…Why am I not surprised?" Max sighed exasperatedly.

At that exact moment, the time portal opened behind them with Ben and Gwen running out yelling, "Surpise!" Gwen wasted no time running up and hugging her grandfather, missing him now more than ever after knowing the future that awaited them. Sensing that something important had happened, Trixie finally set aside her work and ran over to join them, which Max was all too happy to accept.

While everyone wasn't looking, Ben decided to activate the cube that his future counterpart had given him. He nearly jumped out of his shirt when the cube jumped and twisted like it was made of putty. But after a few seconds, he smiled when he discovered a beautifully decorated birthday cake with the candles already lit in his hands. He carried the cake over to his grandfather as the girls broke the hug.

"I – I mean – we got you a cake," said Ben. "Happy birthday, grandpa."


Welcome to the season 3.

For this chapter, I had considered bringing in the Time Squad because of the time travel aspect, but that would require explaining why they bring Ben and Gwen to the future, so I stuck with the original script.

One of the best things about the (REAL) series being over is that I can display all the aliens Ben has unlocked over the course of the franchise instead of limiting it to the ones from the first show. That being said, I am eventually looking to branch out to new original aliens. Rifter is my first real attempt and I hope to do more. So if you have any suggestions for new aliens, I'd love to hear them.

As for killing off Max in the future, the show never gave a proper explanation as to why Ben 10K changed so drastically compared to his younger self. Having Max die of natural causes drives home the idea that Ben can't save everyone even with all his power and transformed him into a hero obsessed with protecting everyone at the cost of pushing his loved ones away. Having younger Ben help his older self come to terms with this is a much more satisfying plot than older Ben just not having fun anymore.

Next chapter: Night of the Living Shoppers