A month from now, I will release my second fanfic. Gemstones is far enough along where I feel comfortable writing a second project.

Anyways, please enjoy this chapter. Here's the Discord: /cgFmXz3qJ5


Maximilian looked over the interior of the Rust Bucket 3 again, a little surprised that this was the third iteration with no mention of the second, but that wasn't the priority right now. He was surrounded by old faces, too tired looking for their age. Seeing Ben like this, any Ben, it was heart-wrenching, really. After the battle with the cosmic horror that was the Watch Collector, it was understandable though. That bastard enjoyed reality-warping as a form of torture. Ben and Ruby's eyes were fixated on this other version of Max. They looked plenty dazed, but they found some sense of comfort with this Max being around.

Something else that made a lot of sense to Maximillian.

"So...you're a parallel dimension Max," Ceres said, finally breaking the ice.

"Correct. I'm Maximilian Tennyson of Earth-51708," the alternate Max explained, "But you can call me Maximus."

"And you've chased down the Watch Collector through…I don't even know many other universes," Kirby noted.

"By now, eight, but he clearly had another before I found out about him. Usually he only ever has one target per universe, though. I'm just glad I got here before he could take either of your Omnitricies," Maximilian explained, "A Celestialsapien is one thing. A Celestialsapien with nine Omnitricies threatens the very fabric of the Omniverse. If he's not stopped…there's no telling what kind of damage he'll be free to inflict."

"Omniverse?" Kylie tilted her head.

"The Omniverse is a set or number of supposedly co-existing parallel universes that forms all of existence," Albedo answered the confused girl, "Everything is in the Omniverse, but there is only one Omniverse."

"It's basically like the multiverse, but with everything in it. Even worlds where we don't exist," Ceres simplified, "Worlds with different stories to be told."

"And the monster you call the Watch Collector is storming his way across it. He's a complete mystery. No known dimension of origin, no prior information on him, it's as if he just…appeared," Maximilian explained.

"Even if no one knows it, he's gotta have an origin. He didn't just pop into existence," Kevin countered, "Where do Celestialsapiens usually come from?"

"I doubt it would serve us to look for the mythical Forge of Creation nor the pieces of the Map of Infinity," Rook said, "What of his motives? Surely, with an ego such as his, he has fallen into the trap of 'villain monologuing,' has he not?"

"If you can believe it, no. During our confrontations, he never gives a straight answer, always vague riddles. Only he knows what the stolen Omnitrices are needed for. Did my best to stop him, every chance I got," Maximus sighed, a resigned look on his face. "And…and I've been late more than once."

"Grandpa," Ben said.

"Yes?" Maximilian responded without a second thought.

"What happened to your Ben?"

The room went silent.

"How did you-?" Maximilian said.

"I didn't. But I figured I'd be stubborn enough not to let you go it alone," Ben explained, "So…I need to know. What happened?"

Maximus took a moment to collect himself; everything that had been leading up to these encounters and throughout all of them he'd never really had the time nor the drive to actually answer such a question. No one had ever asked for the reason he ended up this way in the first place.

"It's...a long story kid," he started before seeing Ben fold his arms and smile a bit.

"I'm a little used to long stories at this point, Grandpa," he said, before the rest of the group seemed to close in, looking at Maximus as he took a breath in.

"It started just like any other adventure. Told you and your cousin eventually, about the whole Plumbers organization, and both of you jumped at the idea," the alternate counterpart of Max recalled, "You two…you two were the light of the next generation. And you were able to make friends and allies across the stars. I was so proud."

"Seems pretty normal so far," Ruby found herself looking at Ben as Maximus continued, a grim look forming across his face.

"But then one day...that thing showed up in our universe. The Watch Collector," he continued, "My Ben went all out trying to stop him and thought it would be just like the other times. My Ben had fought so many of the galaxy's worst by then, the likes of Vilgax, Captain Voldo, a Sphoeroid pirate, even the ruler of the Anur system, a Thep Khufan by the name of Ra. Even after all those victories, the only thing I could do there was watch."

"You don't mean that he didn't make it?" Ceres started before Maximus simply nodded in a solemn tone.

"H-how?" Ben asked.

"The Omnitrix self-destruct mode. He gave up his life and activated it," Maximus said.

Ben went tense, looking down at his wrist. The Omnitrix has a self destruct mode? he thought to himself

"He lured the Watch Collector out to the middle of nowhere and fought his hardest. You could see the flashes of the fight on the horizon. But in the end, he knew it was pointless. If he was going down, though, he wanted to do what he could to protect those around him…and he wanted to spite that cosmic murderer," Maximus said.

"So he just…I don't even know what to say there. Why'd he go that far?" Yang found herself speaking up. Knowing the Ben of this universe, it just came as a shock that he would take himself out like that in any universe.

"Because Ben Tennyson is someone who will ensure the lives of others are safe before his own...even if it means sacrificing himself to ensure the Omnitrix isn't stolen by an evil like The Collector," Maximilian explained. It was obvious to see that the sacrifice of his grandson still weighed hefty on the old man's heart.

"I'm sorry for your loss," Ruby said, a sad look on her face.

"And what about me?" Maximus said. "How did I…"

"Similar story. Sacrificed himself to save everyone else." Ben said. "…it hurt."

"I see. Similar situation then. That's the vaunted Tennyson stubbornness for you," Maximilian let out a light chuckle before starting to put his hand on Ben's shoulder; "It's good to see you again, Ben. Even if you're not my Ben, I will always consider you my grandson no matter the universe."

"And I'll consider you my grandpa. No matter what," Ben said, with a slight smile. This was a nice, sweet moment, especially considering the loss the two had faced.

Of course, someone just had to ruin it with some applause.

"Ah, I love a good, touching reunion," a familiar British accented voice said. Ruby spun around to see that the co-pilot's chair was now occupied by a certain eccentric scientist.

"Professor Paradox?" Ruby asked. The rest of the group shared a confused look.

"Wait, that time traveling weirdo?" Kevin said, scanning the new visitor up and down, "I kinda expected a cooler get up for someone with the name 'Professor Paradox'."

"I can assure you, my 'get up' may or may not change in the near future," the Professor said, reaching into his pocket, "Gumball?"

"I'm surprised you even knew that I'd be here," Maximilian seemed oddly unsurprised at the sudden inclusion of Paradox. The scientist merely laughed as he made his way up to both Ben and Maximilian.

"Maximilian, I have always been around to see your escapades. Or at least I will be around to see them. Perhaps they've already happened? Hmm, either way, it doesn't matter right now. But what does matter is that time is of the essence," he proclaimed before appearing next to the other members of the group.

"Uh, time?" Kirby piped up as Paradox gave a soft nod.

"Precisely, or rather, the lack of time that we have. The creature you all have rather fittingly dubbed the Watch Collector, has been a rather annoying blight on multiple universes and their Tennysons for quite some time now."

"So even you have a grudge against this guy," Ben said.

"Oh please, grudge is such a crude word. I simply recognize the threat he poses and wish to see him stopped. Do I need much more reason than that?' the time-traveler countered.

"Yeah, guess you're right," Ben agreed.

"Now then, about my assistance," Paradox began.

"I get it," Ceres interjected, knowing exactly what the plan was, "You're gonna send us to a time before the Watch Collector snags his next Ben. And we'll get the drop on him there."

"Precisely. His dimensional hopping may be far more precise than any piece of technology, but mine's better. Remind me to tell you the story of how I was banned from the Forge of Creation."

"Ok…ignoring that last part, how can we fight him?" Blake asked, "I was nearly scrambled into atoms, Yang was almost incinerated, Ceres almost froze to death, and Ruby was almost turned into another Collector during our last fight. How do we even hurt him?"

"Oh…oh well that certainly is horrifying now that you've said it aloud," Paradox admitted, "Remind me to give you a check-up when this is over Miss Rose. Make sure nothing lingers."

"On the topic of hurting him, or at least surviving him, I may be of assistance there," everyone's favorite chaos demon spoke up. Min was furiously looking through some grimoires, scanning the pages for something. If she didn't find what she wanted, she simply teleported it away and brought in a new tome.

"Speed reading, are we?" Weiss raised a brow.

"With good reason," Min explained, "I never thought we'd need a shield against a god, but, well, here we are. I'm looking for a protection spell, something I can cast on all of us so we can be on even ground to take and dish out damage on that Omnitrix stealing hack."

"I'm surprised that all of you would even need to face a god at all. But, as a piece of advice, do not think of him as anything more than just a Celestialsapien on a rampage," Paradox added before Kevin's brow just raised.

"And we're not supposed to find that worse?" Kevin asked.

"Not at all! In fact, if he was truly a god then he would've most likely destroyed Ben's Omnitrix by now; though perhaps I might be spoiling a little too much," Paradox simply smiled as Ben began to think back to the last battle with the Collector.

"I don't think he's just an alien on a rampage," Ruby piped up, "I think…I think I saw someone...inside him."

"Forgive me, Ruby, but I'm not sure I believe you," Albedo countered, "It's very likely you were hallucinating. After all, you were," the human-Galvan paused to choose his words carefully, "suffering even more than any of us. I would not-"

"Albedo, listen. I know it doesn't really make much sense, but I'm positive someone's…in there," Ruby said, a bit unsure on her choice of words, but how else could it be said.

"Someone...inside the Watch Collector?" Kylie asked, "So then could there be a way to-"

"And that is your difference between a god and whatever the Collector truly is," Paradox interrupted, "the human factor." Unseen by most of the others, Paradox's eyes widened in realization and he went silent. Paradox went quiet.

"You're absolutely certain there was someone in there?" Maximus asked, wanting absolute confirmation.

"Positive. My vision was blurry, so I couldn't make out all the details, but I know what I saw," Ruby stood her ground.

Now, earlier, it was said that most of the others didn't see the look on Paradox's face immediately after he said "the human factor." Most, however, did not include Max's alternate counterpart.

"You know something, don't you?" Maximus finally said, drawing attention to Paradox, "Spill it."

"I…may know something," Paradox admitted, "or have a theory of sorts, all based around Miss Rose's keen observation. Bear with me here, as I'll need to do some quick exposition. Believe me, I know we've had plenty, but I can assure you, this will be the last."

Paradox set down what seemed to be a small projector on the ground in the middle of the group. He snapped his fingers and the projector suddenly lit up, showing a multitude of trees: willows, sycamores, pines, even a sequoia. Confused looks were present on everyone in the room save for Max. Not how he'd explain it, but ok.

"You haven't even started the explanation and I'm lost already," Kevin said, "That's a record."

"This, my friends, is the multiverse," Paradox explained, "Each tree here represents one part of reality, and the branches are alternate worlds of that reality. For example," Paradox zoomed in on a tree with red roses running up the trunk, "Take the first branch here. The main branch represents our time, a normal, unaltered timeline and the sympodial branching on the branch represents the 'What Ifs', the roads not taken. Does that make sense?"

"Each main branch is a certain timeline and every offshoot is a different pivotal decision," Weiss spoke up.

"Precisely. Every choice that is made, every possible outcome can exist as its own branch on the various trees that exist within the ever expanding Omniverse," the time walker continued before zooming out and showing more trees that were far more withered and twisted, as if they were all decaying.

"These trees, however," Paradox began, "are the universes and timelines that are destroyed by choice. The ones that have been sent down dark paths, or, to put it in layman's terms, this is the 'dark' part of the forest where nothing grows and nothing lives except for the shadows of our decisions."

Ben quickly put together what Paradox was saying. This explanation of a darker corner of the Omniverse was the final proverbial nail in the coffin.

"The Collector. There is someone inside him…and that someone's a version of me. Isn't it?" Ben asked.

That sentence sent shivers down everyone's spines, Max's especially.

Paradox nodded. "Potentially, yes."

"But how? If the Watch Collector is a Ben's Alien X, it wouldn't be able to act unless...what were their names?" Kylie asked.

"Bellicus and Serena," Ben answered,"But...there are certain things that could persuade them to let me act on my own. That version of Alien X may have done something to take complete control."

"Wait, what?" Ruby blinked, "There's a limiter on the cosmic god form?"

"In most worlds, yes," Paradox answered, "Celestialsapiens, powerful as they are, differ in each reality. In this world, think of Alien X as a giant, living calculator."

"When I'm Alien X, there are these two other personalities in there. One's more soft-spoken and compassionate, while the other's more aggressive and rage-filled. One tells me the benefits of my equation, and the other one gives me the downsides. For example, if I throw a punch, I hit the bad guy. That's good. But, I also miss out on the opportunity to stop Rook from being hit by a rock or something," Ben explained further, "And while that sounds nice, being able to constantly rework an equation till it works...it's tiring. And dangerous. I cause a butterfly effect with each choice and that's why we locked it."

"I mean if you're changing the fabric of reality with every potential decision it makes sense that the most powerful of all Celestialsapiens would need a limiter," Paradox proclaimed before the entire group looked around in slight shock.

"How strong are these guys?" Yang asked.

"Well, have you ever noticed how, sometimes, someone could sound different than they once did before?" Paradox inquired, "Like your Uncle Qrow for instance. That is an effect of one of the changes made by the Celestialsapiens. Changed right under our noses." Ruby began to think about it some more and it was just making her head hurt.

"Look, just because I have an alien who can do anything doesn't mean I'm actually confident in using him," Ben said as he began to examine the Omnitrix.

"I think you may need to, Ben." Min said. "Even with the protection spell I'm looking for, even some aliens boosted by the spell won't be strong enough."

"We'll call it our nuclear option," Ceres stated, "Worst-case scenario, two of us toss you their keys and we unlock him."

"Did you miss the entire living calculator speech? I can't just turn into him and use him like any other form!" Ben yelled. Ruby was surprised at the tone Ben's voice had, one of fear. To be fair, she was almost turned into a Celestialsapien herself and she wasn't exactly keen on repeating that experience.

But this seemed to be deeper than that.

"Then what the heck can we do against him?" Kylie pondered, "I don't think this is a case of 'use Heatblast to blast him into space'."

"There is one method we could use to beat him properly. It does entail using Celestialsapien power, but not in the conventional way," Albedo explained, "Your armor."

"What, the Omni Drive?" Ben asked, "It worked well enough I guess, even if it didn't pull enough weight. Didn't get to use a lot of 'em in the fight, but it's a solid plan I guess."

"No, Ben. I'm saying we use Alien X as a battery for the Omni Drive." Albedo said.

Ben paused. Was that even possible?

"If we can modify the Omni Drive to take on the properties of a Celestialsapien, use that cosmic energy in place of its usual, then perhaps it might be possible to combine multiple powers together," Albedo continued.

"Assuming we can. The Omni Drive uses excess energy from the Omnitrix itself as the usual power source. Unless you can manage to swap where the power's coming from," Ben said.

"I think Calculacean can assist with the efforts." Kirby grinned.

"Then what are we standing around for?" Kevin asked, "Let's get to prepping!"

"You said it best, Mister Levin," Paradox smiled, "I'll return soon. While it will be minutes for me, it'll be about twenty four hours for the rest of you. Time differentials can be annoying but one must roll with the punches as they say."

"A whole day to work?!" Kylie said. "But that guy creamed us! How can you expect us to get ready in-"

"I am a time traveler, Miss Dubose. Let me assure you, these next twenty four hours will be very eventful," Paradox made a portal and simply stepped through, "See you all in a few!"

With a friendly wave, the portal closed behind him and, like that, Paradox left.

"You weren't kidding. That guy was weird," Ceres frowned.

"Weird doesn't begin to describe it," Ben sighed, "But let's concentrate on the real issue at hand."

"Yeah. Ceres, Albedo, and Kirby are gonna help you work on the Omni Drive," Kevin stated, "Myself, Kylie and Neo can help out Min in her search for this protective spell of hers."

"That spell could really turn the tides in our next battle against the Watch Collector..." Min said, "I think we're gonna have to hit up my parent's library."

"Day trip to the Demon realm," Kylie hummed, "Fun."

"Of course, and we'll let General Ironwood know about the Collector too. For all we know, when the Collector comes back, he'll show up somewhere more populated," Ruby said. Weiss shivered at the idea of that cosmic nightmare in Atlas, a more nightmarish scenario than that would be if Salem herself showed there.


Several hours later, Team RWBY had finished explaining things to the general over a Plumber-secured holo-call at the Bellwood base. At first, he didn't necessarily believe it, but that quickly changed when he saw Albedo, Kirby, and Ben all in the same room. Ruby may have been a little snarky when Ironwood saw them all, but the head of the Atlesian military took in stride. He even smirked a bit at the retort of "You were saying, general?" Not the most creative comeback, but hey, it fit.

An additional hour had passed and, while Kevin's and Ben's groups were still hard at work, the team of huntresses was going over some ideas for their usual team moves.

"Ok, so usually with Checkmate I only use one Glyph to boost your attack speed," Weiss began, "but what if instead, you made three clones and I used my Glyphs to boost all four of you?"

"Hmm, it could work. We'd need to prac-" Blake began, only for their brainstorming session to be abruptly cut off by the ringing of their leader's Scroll. Ruby quickly took it out and saw that it was a call from Doctor Weller.

"How did he get my phone number?" Ruby wondered aloud.

"Well, answer it. He has to be calling for some good reason." Yang advised.

"Hello?" Ruby answered.

"Ah, Ruby! Good, good! I heard about what happened in Bellwood!" Doctor Weller was in that 'blabbering' mode he got when he made a good breakthrough. Ruby was intrigued.

"Yeah. We're all fine, somehow. What are you calling about, though? I doubt it's just to check in on us..." Ruby pointed out.

"Astute as always! You see, Camie and I just started working together-she is incredible by the way, very talented-and we wanted to give some of our operatives a little more 'oomph' out in the field. I don't mean to say that anyone is weak or lacking in departments but-at this point I'm just digging my own grave, " Weller nervously chuckled before he coughed to regain his composure, "Could you please meet me in the hangar? Already sent the landing codes to the air control for the Bellwood base."

"...what?" Ruby blinked, before she put the call on speaker.

"Flew over, fast as I could. Well, Caliban did, he's a better flier than me-"

"No, I mean...what are you doing here?!"

"Helping you! Clearly, time is of the importance here and that limitation is obviously going to be a challenge to overcome so, I'm providing something that could tilt the scales a little more in your favor!" Weller's grin could be heard over the phone.

"It's not going to be that mech project you told us about, is it?" Blake inquired.

"Oh no, no, they haven't cleared the funds for that yet," Weller brushed it off, "But that's not the point! Come over to the hangar and I'll explain everything!"

And then he hung up.

"I guess brainstorming's on break. We'll go see what the doc's got," Ruby shrugged.

As the group made their way to the Bellwood base's hangar, Ruby found herself thinking about what could possibly be prepared for them. Ben had the Omnitrix and the fact that he had so many aliens at his disposal, not to mention the Omni Drive and its pending upgrade. Kevin, Albedo and even Kirby were also Omnitrix wielders, giving them similar powersets. Min had her magic, Kylie had Osmosian powers and Hunter training, and Ceres was a badass dragon warrior. With all that in mind, she couldn't help but wonder just what exactly four normal Huntresses could do to really help.

Sure, she possessed Silver Eyes, but they were unstable at best. They hurt the Collector so that was a point to her, but at the same time she hadn't mastered using that power yet. It'd be stupid to just rely on them as a get out of jail free card. Yang also had her strange black-haired form, but she faced the same problem, she didn't know how to use it at will like her Aura. Team RWBY was practically deadweight in comparison to the threat they faced, just like in the previous battle.

But still, Ruby had a sense of optimism. Ben was in danger here, and she wasn't just gonna sit back and let her boyfriend get pummeled by a god. Especially one collecting Omnitricies like Funko Pops.

(...I really just wrote that, okay-)

"Let's just hope this gives us an advantage," Ruby said to herself, as they went to the hangar.


Kirby looked at the giant contraption before him. Something about it screamed 'death ray', especially with a giant laser like device pointed at the Omnitrix. Ceres and Albedo were already typing away at two terminals.

"So, what's this thing supposed to do?" Kirby asked.

"Oh, this is just what we use to fix the Omnitrix," Ceres clarified, "Don't worry."

"I dunno. Something about this just feels risky, you know?" Kirby frowned.

"It is riskier not to," Albedo rationalized, all while typing at 100 words per minute, "While Ben has figured out much about the Omnitrix and its mechanics, the addition of the Omni Drive adds more depth to that."

"Speaking of which," Ben narrowed his eyes, "What WAS the point of the Omni Drive, actually? Azmuth said you designed it before you turned to the Ultimatrix."

"I designed the Omnimatrix Driver as a combat enhancing tool that harnesses the excess energy from transformations. I took inspiration from the armor worn by the Fuliminian legionaries and maximized multiple security protocols within the Omnitrix," the human Galvan explained, "I came up with the concept of 'being able to draw power from other species' somewhere in between the planning for the Ultimatrix and the Omni Drive, but I never brought it to fruition."

"Is it gonna be like Kevin's weapons with Doppler?" Ben asked, "I don't want to tread on his feet. That's his gimmick."

"On the contrary, the Omni Drive will instead have you draw upon the power of other aliens to aid you. In other words, exactly what the Omnitrix was designed to do. Be in union with other alien species."

"But, we're more focused on hindering the Celestialsapien side," Ceres went on, "Albedo and I ran some calcs. We need to seriously 'dilute' the power of Alien X to make this plan work."

"By how much?" Ben raised an eyebrow.

"We figured that 1/100,000,000,000ths of a Celestialsapien's power is more than enough." Ceres said.

"SORRY WHAT?!" Kirby gasped.

"Celestialsapiens are infinite beings, dude. We're not sure if that's even a high enough number," Ceres added, "We're messing with the power of a race that're basically gods, and placing it in the hands of someone else."

Albedo and Ceres put on their goggles and readied the device.

"So, this should be fun," Ceres smirked, as she handed a pair to Kirby.

Kirby hastily slipped on the goggles before looking at Ben, concerned that this would simply exacerbate the situation. If one of these watches was capable of harnessing a Celestialsapien, it would be a one in a million chance for them to get possession of such power.

"Alright. Prepare for our first test, Ceres. I'd need you to make certain that Ben remains stable and that the Omnitrix does not seek to override any attempts at unlocking the Omnitrix Driver's skills. If anything goes wrong, I'll turn off the machine. We must do things correctly on the first attempt," Albedo added solemnly, "Who knows what could happen if we're a second late."

"I've got good timing. I've also got a few power spike monitors. If it passes any dangerous threshold, that's when we shut it off," Ceres said.

"Bold decisions being made today, it seems," another voice added, this one much older and wisened.

Albedo looked down to see the source. By the side of his hand was none other than Azmuth, the First Thinker of Galvan Prime in the flesh.

"A-ah! Azmuth! Uh, this isn't what it looks like-" Ben stuttered.

"I know exactly what's going on, Ben Tennyson. You think I wouldn't detect about a dozen Omnitrices within the Bellwood area and NOT want to investigate it?" Azmuth shook his head, "Humans."

"Yep, that's Azmuth alright," Kirby made a face.

Azmuth's eyes drifted over to the alternate Ben and hummed.

"I'm not surprised you would make an appearance, First Thinker," Albedo said, "Let me guess, you've heard of this mysterious Collector as well?"

"A certain time-walker filled me in, yes," Azmuth nodded, "To wield one Omnitrix is trouble enough, but to wield multiple adds a new danger. But, I have to wonder what an infinite being wants with such a finite device?"

Wait, Azmuth knows Paradox? What am I thinking, of course he does, Ben thought to himself.

"Out of everyone, you, the First Thinker, should have at least a hypothesis about that," Albedo stated before rolling his eyes and smirking slightly, "But let me explain. Despite its restricted abilities, the Omnitrix holds some of the most potent DNA from numerous species around the universe. A wielder with numerous of these devices has more access to that DNA and so more power. Think of it as connecting multiple generators to the same source."

"Don't talk to me with that tone of voice, apprentice!" Azmuth snapped, "I had already considered that when I tried to make my theory, but a cosmic entity such as this requires no such ability. Adding anything to its power would be a drop in an ocean, utterly pointless. Infinity has no end, much like an ouroboros or fractal. It cannot be easily destroyed. For example, take an inch and cut it in half, then cut that amount in half. If you take half of all the remaining amounts you will try an infinite amount of times, but never reach zero. The Omnitrix, powerful as it is, cannot do that."

"Is it proving a point, then?" Kirby said, "Showing it's beyond your creation?"

"Perhaps, though I never took Celestialsapiens to be capable of possessing that large of an ego. If the accounts I've been given are correct, then this is a case of something much deeper than simply proving superiority," Azmuth pondered as he glanced at the device they were using, "And yet here you are trying to unlock something that I had never anticipated needing to be used."

"Hey, you gave me the Omni Driver. Albedo made it," Ben defended, "Not to mention, that thing kicked our butts and nearly killed us in seriously twisted ways. We're lucky to even be talking to you right now."

"Not that, Ben Tennyson. I am aware of the Omni Driver's usage and the fact you and your friends were barely able to hold your own against the Collector's power. Make no mistake, your survival is either simple luck or a miracle and, even I must admit, I lean more to the latter. I do not say that opinion lightly," Azmuth then got to work tapping away at the keys of the machine, "You must promise me, Ben Tennyson, if you are to use this power, to never use it after this."

"I dunno if I can keep that promise," Ben admitted, "I'm not sure what Salem and her forces have in store, given that their plans are becoming more 'cosmic.' Even though Cinder is presumed dead, no body and all, I'm not sure what will happen next. So, how about this? I use these forms as a last resort. A trump card for foes far beyond what the Omnitrix has to offer."

"Hmmmm, I'll consider it. I doubt even Salem could attempt to wield a power equal to that of a Celestialsapien; yet, if such conditions were met...then I would absolutely sanction the employment of such a countermeasure. Within reason," Azmuth paused, "Understand that the power you're testing is not the same as just being one of your strongest. Rather, it is a power with the potential to destroy everything if it is abused."

"That's why we're reigning in power significantly," Ceres said, "Do you think reducing the power to 1/100,000,000ths is enough, or is that still too high?"

"Even then I cannot be certain. A Celestialsapien's power is beyond anyone's comprehension. It is down to how you use the power. If you use it to simply try and destroy such a creature then who knows what cascading ramifications that will cause," Azmuth explained.

"What about a limiter?" Albedo said. "Obviously no mortal being could handle the infinite power. What about limiting his time with such powers to a few minutes?"

"Do you think I hadn't considered it? Twice in the same day, you underestimate me, Albedo," Azmuth then began to input some more code into the machine, "This ability can only be used for three minutes without causing significant damage to yourself and the surrounding universe."

"Three minutes?" Ben repeated, "Alright, that means I'd have to plan every move beforehand. I can work with that."

"Exactly. Much like your 'Alien X' form you must plan for every possibility," Azmuth proclaimed before starting to motion for Ben to put the Omnitrix on the raised platform in front of him.

"Well, at least it won't be as annoying as Bellicus and Serena," Ben shrugged. "So, I see this as an absolute win."

"Not quite. They are part of this as well, because by using this power you will need to explain to them the next time you use such a power why you had to use this ability." Azmuth added, a bit of concern in his voice.

"I'm not planning a visit to them any time soon, so that'll be fun," Ben shivered.

"And...as for you, alternate Ben Tennyson," Azmuth turned to Kirby, "Give me your watch."

"Huh? Uh, okay," Kirby said, presenting the watch to Azmuth.

Azmuth then began to work, taking a moment to experiment with the watches himself. He was working to circumvent the firewalls he had set up. Or at least, those set up by another him. Different universe, same intelligence, but slight differences in the coding itself.

"Well, makes sense that he knows how it works," Kirby said, "Different world, same Azmuth."

Azmuth finished his work quickly and, once he was done, Kirby's watch began to glow.

"There we go...had to modulate the voice control mode a little," Azmuth explained before demonstrating, "Code 041808-032610."

"Activating master control," the Omnitrix replied, before it began beeping and flashing green.

"You're giving us that?" Kirby just stared in disbelief at the Azmuth.

"These circumstances are where I allow for such control. Neither of you are ready for it to be unlocked permanently. But the situation calls for the odds to be absolutely in your favor."

"What the heck is Master Control?" Ben blinked. Kirby stared at him like he was crazy.

"H-how the heck do you NOT know what Master Control is!?" Kirby said.

"I never really messed with the watch. Other people kinda messed with it, and it worked out fine each time," Ben shrugged.

"It allows unlimited access to all of the Omnitrix's functions like access to all stored DNA samples while also allow for instant changes and the removal of the time limit unless all available power is used up." Azmuth explained. Ben's eyes widened.

"Holy shit, REALLY!?" Ben gasped, "Okay, I am SO on board with this."

"I'm surprised you hadn't already tried to unlock it on your own, given your track record." Albedo added as he saw Ben simply look away a little embarrassed.

"I-I mean, it never occurred to me!" Ben confessed before beginning to go through the Omnitrix now that there was a ton of aliens available to him.

"Over a million cataloged species are at your disposal. However, be wary. Using too much power could reset your playlist entirely," Azmuth cautioned.

"Noted," Ben nodded, "Don't wanna end up with a new bunch of aliens when I've mastered a bunch of my old ones."

"However, that doesn't mean you can't experiment a little. Even if the Multiverse is at stake you can still use this to better your own abilities," Azmuth added as he let out a light chuckle

"Did...did Azmuth just laugh?" Kirby said, pointing at the First Thinker, "Nevermind, you're NOTHING like the Azmuth I know."

"Oh, he and I are plenty alike I feel," Azmuth added as he started to glance at Ceres and Albedo, "Well, go on you two. The fate of the entire omniverse is at stake and you're both dawdling?"

"Hey, no need to tell us what we're risking right now," Ceres said, as she began to type again. Albedo soon joined her, as the laser above the Omnitrix started to slowly light up.

"Let us begin," Azmuth smiled as he got ready to see whether such a power could be fully entrusted to these two boys. Even if it was a risk, it was one he was willing to take.

Ben could feel the Omnitrix charging up with this energy, beeping and sparking dangerously. Ben winced, as he looked back at Ceres, Albedo and Kirby, now his version of Brainstorm. Kirby looked deep in introspective with some calculations, while Ceres and Albedo's eyes darted between screens.

Azmuth meanwhile could see the Omnitrix continuing to beep and spark before quickly raising a hand.

"Activate it…now," Azmuth ordered. And with that the laser was set to full power as the Omnitrix was blasted, causing the device to beep louder but also start producing an interesting glow.

It was starting to glow white, with Ben starting to groan in pain as the Watch started to change. Ceres flinched at the sound of Ben's screams.

"Okay, I think we need to shut it down-!" Ceres yelled, but Kirby raised a claw.

"No, no...let this happen." Kirby said.

As the watch continued to glow, it actively began to spew out an intense stream of pure codon energy; as if the very space around it was being warped and shifted. Ben grit his teeth and roared- he couldn't let his body fall victim to the infinite void. He had to tame it, draw it into him. Ben began to focus.

Omnitrix.

You've been with me since the start of this crazy journey.

I need to fight this on my own. There's no other way I can win without this.

Is that so?

Ben blinked his eyes wide. He was no longer in the lab, but rather drifting in space.

"I've been watching you since the beginning," a male voice called out. Was this the Omnitrix communicating to him, he wondered?

"I'm proud of what you've accomplished, Benjamin. You were given a chance. You've become stronger. You chose that road of your own volition, despite the agony and suffering," the voice continued, now feminine sounding.

"Do you really wish to bear this burden...?" whoever this was asked, their voice coming from seemingly everywhere and nowhere all at once.

"Yes," Ben said, gritting his teeth. "My friends, my family, the whole multiverse probably, their fates all fall on me!"

"Why carry such power? You make yourself a target to others will do anything to steal that power," the original male voice said.

"Because if I don't, then who will!?" Ben explained.

If the voice had any visual, it would have smiled.

"I find myself fine with what comes next." both voices hummed in unison. Maybe they were both the Omnitrix.

Ben's eyes widened. What did that mean?

"By the end of this, I won't be the same Omnitrix. My data will be reformatted," the female voice continued, "I was supposed to help someone else, but I was lucky to see you develop from a kid to a young man. To see how your sense of justice has evolved."

Ben watched the space around him turn white, and a giant Omnitrix symbol formed in front of him. Ben's eyes widened.

"Goodbye, Benjamin," the voices spoke in unison again, growing distant.

Ben felt that power flood into the Omnitrix, his body, his mind- for a moment, it felt like his soul had left his body. He could see the cosmos and the stars, all surrounding him. And he blinked.

Ben stared at the Omnitrix once more, having changed a bit. "Woah." It was like the first time he inserted the Omni Driver Key. New powerup, new design. The new Omnitrix resembled a digital wristwatch. Its faceplate was now square instead of round and has a white, green, and black color scheme. The faceplate was black with two green stripes forming an outline for the hourglass.

"Ben Tennyson. You are the first to bear witness to the fruits of my labor. A power that even I had doubts in creating. This is the Omni-Stellar Device."

"Groovy." Ben said, holding up the Omnitrix and examining it. So sleek, so simple- finally, an inconspicuous Omnitrix that didn't get him weird looks from passersby!

"So...Do you think this'll be enough?" Ceres asked as Azmuth let out a slightly cocky grin of his own as he rubbed his chin.

"Oh, I don't think it'll be enough. I know it will be enough."

Ben looked around for a button to activate the new Omnitrix, but couldn't find one. "Uh…does anyone have a clue how to make this work?"

"Well, unlike before where you just slammed onto it willy-nilly, you actually have a touchscreen this time," Azmuth added with a slight chuckle.

"Touchscreen?" Ben repeated, as he put a finger on the screen- to his shock, a holographic disk popped up, showing the aliens silhouettes. Ben's eyes grew in shock. "Woooooooooooooooah."

"This is admittedly a bit fast for you, considering this form of the Omnitrix isn't meant to be unlocked until a couple years down the line. But I felt it necessary considering this configuration will be able to hold the new modifications much more effectively."

"I like it," Ben said, admiring it once again, "Lighter, too. Takes a nice weight off my wrist..."

"Oh, tell me about it," Kirby nodded.

"Now then, the two of you can go and get to work on making sure you're used to Master Control and The Omni-Stellar enhancements. Albedo, you and I must work on the Ultimatrix as well," Azmuth stated before starting to chuckle

"Implying it needs a tune up..." Albedo scoffed.

"Oh, it does," Azmuth countered, "It most CERTAINLY does.

Albedo scoffed again before standing up and letting the two Tennyson's get to work.


Ben walked out of the lab, feeling a bit more confident to take on the Watch Collector. Before he did anything else though, he figured he should check on Ruby. Though, he was surprised to learn that the four Huntresses of Team RWBY had been pulled aside by, of all people, Doctor Weller. That grabbed his attention, and he couldn't help but wonder what the good doctor had come up with.

"Ben!" a familiar and very excited voice called out.

Ben spun around to see Ruby, covering her entire body with her cloak. She looked pretty eager, but still cautious enough to hide whatever she was hiding.

"So, you first or me?" Ruby asked, hopping up and down.

"You go ahead. I feel like you're gonna explode if you don't show me yours," Ben chuckled.

"OK, OK...aaaand!" Ruby then quickly flipped her cloak open and gave a light grin as she posed for Ben; her body had now been adorned in a rather interesting set of armor; it wasn't like a knight but it was unlike anything that Ben had seen on her before.

"Woahhhhh," Ben said, with a slight grin, "Nice outfit."

"You like it? It's Atlesian Power Armor!" Ruby beamed, "So, Weller said that he and Camie wanted to work on these outfits that would allow us to have some defense if our Aura broke, or if we need that extra boost in combat and this is what they came up with!"

"Oooooh! That's pretty cool, but uh, well, not to be a bit of a downer but how exactly is that gonna help when we're facing The Collector?" Ben asked as Ruby simply let out a chuckle before bringing out her arms.

"This baby isn't all about defense, Ben!"

"Ok, I'm curious, but save the surprise for when we go on for round 2," Ben chuckled, "You seem confident about it, and believe me. I'm kinda sick of hearing words, and I just want to punch someone."

"What about you? How'd the upgrade go?" Ruby asked.

"Oh it's definitely something I'll tell you that!" Ben smirked as he flexed a bit, showing the new Omnitrix on his wrist as he started to flick through the various aliens that he now had unlocked to him.

"Woooooooooooooooooooooooah," Ruby said, her eyes lighting up, "I. LOVE. This design."

"You and me both, honestly," Ben chuckled, showing it off a bit more, "But I dunno. Your outfit is kinda cooler."

"Hey, don't you go all negative on me now! We're supposed to both be upgraded here; heck all of us are!" Ruby added as she quickly took a moment before hugging Ben tightly.

"I'm not being negative! I'm just saying you look awesome!" Ben said, before returning the hug.

"OK, OK! Well, for now we need to train with these sooo...why don't we see if you got any new aliens unlocked!" Ruby grinned before stepping back, a little excited to just get started with some real, genuine training

"Well, since you've asked, I do know a few aliens that could really get your attention," Ben said, as he and Ruby went to the training area.

They hadn't noticed it, but Maximillian was around the corner, watching the interaction. It...hurt, honestly. He left out a few key parts of the story about his Ben. Yes, it was a lie of omission but, sometimes leaving parts out of the story was better for everyone.

After seeing his grandson and his fiancé die, he didn't want to scar them anymore than they already had been. But knowing what was ahead of them…

"God help us all," Maximillian said quietly, as he walked off.


Those 24 hours passed in a flash and the Outcasts had flown back to Atlas. Ironwood had gotten his forces ready in case the Collector decided to go after either city. He even made a bold move to give the students at the academy a surprise holiday, something which even the most rule-abiding student was grateful for.

The group had already been prepared for the battle, but now it was a case of just waiting. The Collector would come back to collect his dues, no ifs about it. He had already retreated once but it was clear that he was not about to let the same mistake happen twice.

As the group stood at the entrance of Atlas Academy, there was a very heavy tension in the air. Each member was trying to keep themselves calm but it honestly felt like they were going to take on Salem herself any minute.

"So, you were successful in finding that spell?" Ceres asked.

Min nodded, showing off a new tome she'd brought back with them, "High ranked protection spell that lasts for a few hours. It'll at least make it easier to tank blows from him. Said spell also boosts a bit of our offense too. Dish out as badly as we can take, so it's a bit more of an even playing field. Especially compared to yesterday."

"Yeah, even if Neo managed to find it in the first hour, letting the rest of us look without end for four more," Kevin grumbled. Neo just smirked mischievously and and twirled Hush to have it rest on her shoulder.

"I've gotten used to that kind of stunt from her. As long as we got it, works for me," Yang said, walking forward in her new power suit.

"Hot damn," Min whistled with a grin.

"I'd say we're TOO broken right now, but...we are fighting an interstellar god. And I have a pistol," Kylie said, "So, I'm fine with these boosts."

"Everyone has a part to play here. If what this thing is capable of is true, then you're not gonna be using just a pistol in this." Ben smirked as he clenched his fist and pumped it into the air; "We're ready for this, I know we are!"

"Your optimism is admirable, Ben. But, still. Be cautious," Albedo warned.

"From what Azmuth said, you're messing with some high-tier stuff now," Ceres added, "And you gotta plan each and everyone of your next moves."

"Same goes for all of us. We need a good game plan before we charge in," Kirby scratched his chin, "Grandpa, you've dealt with this guy before. How do your encounters usually go?"

"He shows up near Ben,they fight, he wins. Nothing too fancy from him. Retreats if he's overwhelmed, but that's a rare occasion," Maximillian said, "Even on that rare chance he pulls back, he comes back and usually gets what he wants."

"Ok, but would you say he still functions mostly the same as other aliens? Got all the usual senses?" Ben chimed in.

"There's…no evidence to the contrary so…yes? Why?"

"See, I already have something in mind. It's a bit impromptu but it'll work, just gotta time everything right," Ben smiled as he started to look toward the skies, already hearing the sounds of rolling thunder. The clouds above turned darker, as if to herald the approach of a storm. No, it wasn't just the clouds. The whole sky had turned darker with small, glittering white dots covering the expanse above. It was as if someone had brought the clearest view of the stars above directly over Atlas and Mantle. To those in the cities below, it must have been a once-in-a-lifetime event. To those standing just outside the academy's gates, it was a sign that things were about to get much more heated.

The thunder that everyone was hearing began to get louder, tipping everyone off that it wasn't thunder they were hearing. Cracks formed in the sky like the world itself was encased in a shell of glass and something, or rather someone, wanted in.

"Uh, that wouldn't happen to be Paradox being flashy would it?" Yang asked hopefully.

"Not his style, but damn do I wish it was," Ben frowned, as a portion of the sky shattered, sending shards flying. The shards didn't fall, instead they hung in the sky, letting a figure emerge and begin his descent before they were seemingly rewound to fix the hole in the sky. Lowering himself down towards the Outcasts was none other than the monster they were all waiting for: the Watch Collector. The Celestialsapien glared down at Ben and the others, a look of begrudging recognition on his usually calm and sometimes expressionless face.

"Consider yourselves honored," The Watch Collector spoke, his voice echoing all around the Outcasts, "Before the…predicted outcome, I would answer your questions, your confusion on me."

"Oh, so now, he decides to give us his backstory," Min rolled her eyes a little. Though his face didn't show it, Maximillian still had a passing curiosity about that.

"Considering how…unique this experience has been and how amusing your attempts at resistance have been, I will humor you," the Celestialsapien said.

"Gwen still kicked your ass, if that's what you mean by 'amusing," Kirby muttered.

"I was born into a world that needed understanding. I was the union between all lives, an end all to hate. I was used in the name of justice, vengeance, knowledge. An overall useful tool," the Collector began, either unaware or ignoring Kirby's little jab, "I had a second purpose, of course. To preserve all that was lost. If a race were to be fully extinct, I would raise my hand and give them new life."

Ben's eyes narrowed. This all sounded extremely familiar. A union between all lives, to preserve a race from extinction.

"Guys…I don't think it's a rogue Ben we're dealing with..."

"What?" Ruby gave him a look, "But…but the person inside-"

"But then my usefulness was truly challenged," the Collector continued, "One day...I ran into a wall, my first in ages. To call it apocalyptic would be no stretch of the imagination. A cataclysm of epic proportions successfully tore the Earth from my grasp and left it as a barren husk of a world," the Collector created what seemed to be a realistic projection of the Earth he came from. It wasn't the green and blue marble everyone was used to seeing, instead it was a dull gray rock that just floated in space.

"And when I tried to recreate it, when I tried to preserve it," the projection of the planet changed to be filled with greenery and blue oceans again, "they destroyed it again. And again. And again," the projection was cleansed of the greenery and water several more times in a destructive cycle.

"I used all the power I could muster, gave it all I had to try and make the rejuvenation permanent, but it wasn't enough. In the end, my simple wish was still denied, because I was lesser than them. They claimed to seek balance in all things, but that is nothing but a lie. They enjoyed watching that which they had created die over and over and over again," with that, the projection of the dead Earth faded into static.

"And their hypocrisy, their wanton disregard for life, it…angered me," the Watch Collector went on, "I realized then that I alone am weak, but if I had my brothers and sisters with me...perhaps, my form would be strong enough to counter them. My mission will not stop until I can bring him the peace he deserves. My master still wallows in seemingly endless pain, and hates what I do, but...deep down, I know he wants to save everyone as much as I do, no matter the cost."

"His master? Wait…so it is-?" Ben asked.

The Watch Collector's eyes opened wide, as the Omnitricies on his body started to glow.

"You believe me to be my master, the one who I protect, but I would spare him the pain of your deaths. I am not the Ben Tennyson of Earth-98618. The so-called Watch Collector you have feared is not a true person, but rather the artificial intelligence of the Omnitrix itself! And I must complete my mission."

"Don't you get that what you're doing is destroying the lives of billions all for the sake of…what, personal peace? To make yourself feel better?! You're an AI, surely you're smart enough to see that the cost's not worth it!" Maximillian yelled out as the Collector simply glanced down toward him and folded his arms, a look that seemed almost empathetic to the man's pleas, but apathetic to the situation as a whole.

"And yet you, Maximillian Tennyson, enlist other versions of your own kin to fight in this war, all in the hopes of claiming revenge for those you lost. Is peace truly a lesser cause than vengeance? Or has your pursuit twisted your morals like a certain captain of legend?" That caught Maximillian by surprise. In a way, the Collector was right. The situation was very similar, but he hadn't gone that far, had he? This wasn't revenge, this was justice.

As the alternate Max wrestled with that moral dilemma, the Watch Collector looked out at the immense world around him, the sprawling tundras beyond and the bustling cities below. It reminded him so much of home, before they ruined it. His focus then shifted to immense powers before him, the powers he sensed within all of the 'trix-users' signature devices.

"You're all rushing headfirst into a battle you cannot win, but I realize that is no fault of your own. Just the personal vendetta of one, and my actions should not have been as harsh as they were. I sense that your Omnitrices are stronger, which will make them all the more useful to me. Because of how interesting you've all made this, I offer you what I have never offered the other Tennysons: a chance to surrender your devices. Simply lay down your weapons, give me the Omnitrixes and I shall spare your lives. With your Omnitrices, I will work towards the betterment of ALL reality."

The group took that in, especially Maximillian. The first offer of peace from a cosmic god, but none of them really believed it, especially that 'my actions were harsh' line. Ben didn't need to think about it though and rolled up his sleeve. He already had his answer. He turned to the others who looked a bit worried.

"Guys. Don't worry, we prepared for this. Think it's time I should show him what he's really dealing with now," Ben said confidently as he walked forward, "Today's the last day you'll ever threaten another reality for this 'peace' you want. Lemme show you why." That resolve seemed to reassure the others as they took up ready positions to fight.

"How unfortunate," the Collector rolled his eyes.

Ben's walk slowly sped up into a run as he slammed down on the Omnitrix and started changing. Black rocks and blue flames began to cover his body, showing that he'd been turned into some modified version of Heatblast. The transformation continued as the familiar armor of the Omni Drive appeared, complete with its own unique energy. But it wasn't enough, he had to go further, he needed to bring out some stellar.

The Watch Collector scoffed at what seemed to just be a recolor of the Omni Drive, charging up cosmic energy in his hand and fired it off. The attack impacted and exploded, engulfing Ben in smoke. That should have been it, right?

Wrong.

Much to the cosmic divinity's surprise and horror, that blast didn't leave a scratch on Ben.

"Your power…what have you created?" the cosmic god asked.

Ben just moved through the smoke left behind by the blast, revealing that something similar to the Watch Collector's own power had enveloped Heatblast. Those black rocks mentioned before now showed bits of the very cosmos themselves inside them, and his head had gained three very familiar horns.

"Sorry, Collector..." Ben rasped, his voice now having a slight echo to it, "But your hobby stops now."

The group watched in absolute awe as Ben brought his fist back and punched the Watch Collector back up into the void-like sky.

The Collector was stunned as he was suddenly thrown back into the air. The rogue divinity stopped in midair, showing that all the power that Ben now possessed wasn't enough to fully phase him.

At least, not yet.

"What…arrogance," the Watch Collector growled. His voice suddenly boomed out as several more cracks in the sky shattered open, letting black cosmic fists rain down from every direction!

Ben didn't even flinch at the new offensive. With a glint in his eye, Ben unleashed a powerful burst of flames, incinerating all the hands and singing the skin of the Watch Collector. And just like that, the very thing that the Collector sought to spare his "master" from came back to the Collector himself with a surprising intensity.

"No..NO!" he gasped, feeling the flames burn his cosmic skin. The rogue celestially-infused AI used its powers to extinguish the flames, narrowing its eyes at Ben in pure anger.

"What heresy have you made, Tennyson?!" the Collector roared before finally charging through. With his cosmic-powered speed, he managed to get the jump on Ben as the Collector laid his own rather powerful strike onto Ben's new form.

2 minutes remained.

Ben flew backwards, but quickly recovered with stabilizing jets of blue flame. He pelted the Watch Collector with more fire balls, but he wasn't even sure if he could call them that anymore. With the force and heat they gave off, the Watch Collector felt like he was being bombarded with miniature stars.

It was obvious that this was the power he sensed before, some sort of upgrade given to this watch to give Ben an edge, but the question that nagged at the Collector's mind was how they managed something like that.

And then the answer hit him. Azmuth.

The Watch Collector was actually angered by the revelation, but instead of letting that blind him, he let that rage fuel him. His power flared up and he tried and attack from multiple angles once again. This time, instead of cosmic fists, spikes, molded from pure cosmic power, broke through the glass of reality, looking to skewer the Omnitrix symbol and pierce Ben's chest.

Heatblast's speed was too great for the spikes, easily letting him dodge and fly around them. The Watch Collector decided to tilt the scales a bit and had one spike emerge right in front of Ben. At this distance, as the spike raced towards him, he wouldn't be able to dodge it. But just as the cosmic spike was about to pierce the Omnitrix, the star boosted Heatblast simply disappeared in a cloud of celestial embers.

"What!?" the Watch Collector gasped in surprise.

1 minute and 30 seconds remained.

The Watch Collector was suddenly rabbit punched in the back of the head by Heatblast, sending him plummeting to the Earth. How- how the hell did he-!?

While the self-proclaimed divinity's mind raced to answer that question, Ruby already had a theory of what just happened. The powerset was still new to her but she was starting to grasp it. Not all of the handheld stars Heatblast had fired hit; some of them were just hanging in the air. When Ben was almost impaled by that final spike, he was right next to one of those lingering projectiles. His body then fell into it and reappeared at another one behind the Collector.

Ben could teleport between the stars he made.

That's so fucking cooooool! Ruby thought to herself.

The Collector simply pushed himself up, righting himself before he looked up at Ben. This was actually something the rogue AI could never have anticipated, how could it? He started analyzing the battlefield around him, hoping to figure out some kind of counterattack. In his head, the cosmic powerhouse started to put into play the thousands of years of experience it had seen in the hands of both its creation and the various creatures it could wield to figure out a way to counter at the speed of a supercomputer.

But Ben wasn't going to let him even think for a second more. Ben started to rain down more and more miniature stars, letting them crash into the ground like meteorites. He'd apologize to Ironwood for the damage later. The area shook as the Watch Collector was overwhelmed, repeatedly struck by the falling stars.

60 seconds.

Clenching his fists and crossing his arms together, The Collector started to focus; if this child thought that he could simply win with one heretical upgrade then he was dead wrong. Before, he had come bearing a rare olive branch, a chance for them to be saved. And they burned it.

This Tennyson was putting a lot of energy into this, almost as if it was a necessity.

Azmuth…you old fool, the Collector thought to himself. There was still a time limit on this power. Given the ferocity, it was almost at its end. He just needed to wait it out.

Well, assuming he could actually tank these hits.

Ben warped behind the Watch Collector, using an intentional miss as an anchor, and landed a powerful blow to the cosmic juggernaut's back. Maybe, if that whole "shattering the sky" thing wasn't just for show, Ben could throw the Collector back the way he came. Obviously Paradox hadn't shown back up yet, which means it was just on Ben for now.

But the universe just loves to pull the rug out from under you during the tightest spots.

The sounds of multiple Omnitrixes activating rang out with that telltale beeping; the Watch Collector had changed his mind entirely now. Ben could feel that change as cosmic energy almost crackled off his form. Before, this Ben Tennyson was just another target for him to defeat and rip the Omnitrix from.

Now though? Now, this universe's version of the Omnitrix-wielder was a threat to the Collector's mission.

A priority threat.

"...uh oh," Ben said.

50 seconds remained.

Instead of letting the Collector act on this new surge of power, the innate flames of Heatblast flared up as he channeled them into a fire blast of almost supernova-like proportions. The blast hit and knocked the self-proclaimed god back, but he quickly recovered and launched his own barrage of cosmic blasts at the Pyronite. Thankfully, Ben was able to carefully warp between the cosmic projectiles thanks to his still-lingering starfield. Ben held out his hand when he had a moment to concentrate and tried to form up a celestial construct of his own. However, just like before, the Watch Collector wouldn't give him that much time. He suddenly charged out, much faster than before and quickly latched onto Ben's arm, breaking his concentration. Ben tried to break free of the Celestialsapien's grip but it seemed impossible. It was almost as if the Collector's own arm had become more fluid and, for lack of a better comparison, more Goop-like.

"Ben Tennyson," the Collector half-growled the name, "I come offering peace and you show the blasphemous knife behind your back. I suppose I should thank you, for showing me how wrong I was in assuming you could be reasoned with. Even with this enhancement, you lack the skill to use it effectively. And now I will take this Omnitrix, then the other, and then I will-"

40 seconds.

"It's not about skill," Ben interrupted the Celestialsapien, "It's about the drive to keep going. I'm sure as hell not gonna let you ruin the lives of other Ben's out there!"

"Drive? Drive is meaningless without the means to achieve it," the Watch Collector's arm morphed and enveloped Ben's entire chest. Two strong tendrils of cosmic material latched onto the Omnitrix dial like a vice while several spikes form on the outside of this new method of execution. With the smallest thought, the Collector would have the spikes invert and impale Ben then and there.

Thirty seconds.

Down below, Ruby was about ready to get involved with this herself. Sure, this was more of a Ben thing at first, but now he needed some help. She loaded a round of gravity Dust bullets into Crescent Rose and took aim. But as she lined up a shot, she noticed something odd out of the corner of her scope. She adjusted her line of sight onto Ben…and saw that he was smirking.

"For an AI, you're really not that good at seeing when someone wants you to hyperfixate," Ben taunted, "I wanted that from the start."

"Oh really? Then what was this? Some self-sacrificing grand finale your own personal story? Is that why only you're up here fighting? To spare them?!" The Watch Collector growled. The reaction seemed much more human than anyone was expecting.

"What makes you think this is my finale?" Ben scoffed, "Besides. Stalled you long enough. Our ride's here."

Ride? The Watch Collector thought. Maybe the fight had broken this Ben in more than one way. That moment of hesitation was all it took for the head of a rather large cane to smack the rogue cosmically-powered AI right in the face. The hit was hard enough to break his concentration, freeing Ben just in time as the Omnitrix began to beep loudly.

Twenty seconds.

"Hello, Ben!" a familiar time walker greeted. In any other circumstance, Ben would question why Paradox was walking on air, but that wasn't at the top of his list of priorities right now.

"Shield yourself!" Ben yelled. Paradox teleported down to the Outcasts below and encased them all in a spherical shield. Ben held up his hands, and began charging a huge ball of star energy.

Ten seconds.

With the attack fully charged, Ben hurled the massive sphere at the Watch Collector.

The AI-controlled alien had recovered enough to see it coming, but only just. He made a split-second decision that, instead of fleeing with zero gain, maybe he could take some of this power with him.

Holding out both of his hands to catch the attack, all of the Collector's Omnitrices began to glow. Powerful electricity began to surround the Collector as the horns on its head began elongated and then stabbed into the sphere.

"Oh no! Ben! The sphere-!" Paradox yelled, but it was too late. The Collector was already trying to absorb the energy and add it to his own. The AI-Celestialsapien smirked as the energy began to flow into his body.

Ben didn't seem too worried about it though. Before the Collector would even wonder why, he doubled over in pain. This energy..it was incompatible with him. He was forced to cut his connection and take the explosion of the sphere head on. The blast was weaker than it should've been, but that was fine. The Collector emerged from the smoke and actually seemed to be scratched now.

"Twice…twice you've survived. Fate must be fond of you. But be warned, there will not be a third," the Watch Collector promised as the space behind him shattered like glass once again. He floated through it and, as quickly as he had appeared, he was gone, his tracks covered up by the glass shards of reality reassembling to cover the hole. No doubt, he was already traveling toward another reality with a newly heightened battle plan.

"Be right back," Paradox said before he dropped the shield. Right as he said that, a flash of green and black light engulfed Ben and he returned back to normal. Thanks to Paradox's help, instead of falling, Ben was already on the ground in front of the others, being assisted back to the group by Paradox. The wielder of the Omnitrix was panting, terrified yet gratified that he'd managed to inflict some harm on that cosmic bastard. As Ben dropped into Ruby's arms, the gang crowded around him to check up on him.

"How do you feel?" Ruby asked, worried for Ben's state.

"Intense. Drained a bit." Ben conceded as he looked down at his watch, "The Omni Stellar form…was…insane. And that was just one of them."

"Indeed. Be cautious with them, Benjamin." Paradox forewarned, "Normally, such power cannot be contained. Only a Celestialsapien can truly handle the full powers, and yet- "

"Hence the time limiter," Albedo interjected, "Any longer, and...we're not sure what would have occurred."

"Oh possibly the annihilation of our entire macrocosm of a reality and possibly causing an intense reboot of everything in a fashion similar to that of the Big Bang," Paradox began as the group stared at him almost in complete shock.

"Though that's just one of my theories. What I was going to say, before you cut me off, is that you and Ceres have still done a fantastic job at getting even three minutes out of it," the time walker continued before tapping his cane on the ground. "Now then, I believe we have an Omnitrix to chase."

"So…now that he's gone, what's the 'chase him down' option?" Ben inquired as he stood back up.

"Easy. When we find him, we stop him and draw him away from his next Ben, find out which one of those dials is his and turn it off," Kevin remarked while cracking his knuckles.

"All the while trying not to die in the process," Kylie added.

"And on that note!" the group's resident chaos demon piped up and walked to face the whole group. Min's hands began to glow as she made a few hand signs to get the spell started, "Okay, this spell should last us a few hours, but it isn't perfect. Think of it like a supercharged Aura. You may be out of the game for a bit after it breaks."

A glyph appeared beneath the group's feet, and a quick burst of golden light encircled them as Min finished the motions needed to cast the spell.

"It could be called overkill, but we'd rather be safe than sorry against a crazy Omnitrix AI with the powers of a god," Min commented.

"If I may interject. Levin here has a good idea, but you do remember what the Collector said yes?" Paradox added as he started to slowly walk to the front of the group. The concern was there, especially for Ben as he thought back to the "conversation" he had with the Omnitrix before it was reformatted.

"That creature is not just a Celestialsapien gone rogue but it is the Omnitrix's AI. What if there is no watch to take?" the time walker reasonably asked.

"Doubtful," Maximillian said, "I've locked onto a specific Omnitrix frequency ever since he started stealing them. It's unlike any of the others he has."

"Then I must ask you, Maximillian my boy, how do you know that the frequency is not of the creature's entire body? Perhaps a leak in the Codon Streams that make up the Omnitrix's biological makeup?" Paradox seemed to be surprisingly forward with these questions. He wasn't pushing them back per say but he wanted them to be absolutely one hundred percent certain their ideas could work.

"...then we deal with that later," Ruby said, "I'm just hoping our first strategy works."

"Wait…Kevin, you said turn it off?" Ben asked.

Ruby answered that question as she held up their "strategy" in her hand: the key.

"The keys…why didn't I think of that? If they work on my Omnitrix, I'm betting they work on his, too! We just need to get two in to deactivate the form!" Ben said. Ruby held onto her key tightly.

"Just be careful!" Paradox warned, "His power is nigh-boundless..."

Ruby paused at that. Nigh? That meant he had some limit, right...weird.

"Just remember your little catchphrase and I have no doubt it'll help carry you through all of this," Paradox encouraged as he closed his eyes, a small tear in reality forming behind him before suddenly opening into a grand portal behind the time-walker.

"Keep moving forward," the time-walker stepped aside and moved next to the portal.

Ben looked back to his team. It was weird, looking at it now. Eight years ago, he'd started with Ruby, Grandpa, Kevin and Gwen. And now, well, look at this ragtag group. A demon, two skilled aliens, a Faunus, an heiress, a bruiser, two other 'Ben's', a mute illusionist who used to be a bad guy...and Grandpa.

Ben took a deep breath to steady himself.

"Keep moving forward," the original Omnitrix-user said as he turned to face the portal. When they got to the other side, they'd break off into groups, and try to locate this other Ben.

As they stepped through it was like the very fabric of reality was shifting around them.

To another time.

To another reality.


Introducing: Omni Stellar forms. Omni Stellar forms are a further power of Omni Drive, drawing energy from Ben's Alien X sample and using 1/100000ths of its power to boost their own power. Power up lasts for only 3 minutes.

I wanted to use Alien X but also use other aliens. My boyfriend came up with a majority of their powers.

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