Ben 10 x RWBY: Of Gemstones and Watches

by Transwiththeplans

Ben Tennyson meets Ruby Rose during his summer break, and picks up both the Omnitrix and a thrill for action. Along the way, Ben discovers new alien forms, develops new techniques to use in battle, and a blossoming romance, while also forging close bonds with his new friends. But can he and his friends handle being thrust into a conflict between good and evil? (Cover by elmike)

112. Alien X-Tinction: Crossover

Two more parts remain, and they're not gonna be as long as this part. There's a lot in this part because I was worried X-Tinction was too short.

Apparently not.

Anyways, here's your chapter. Here's the Discord invite: /cgFmXz3qJ5

---

On the other side of the dimensional rift, the two Bens and Ruby found themselves in...Bellwood? After rubbing his eyes a bit to make sure he wasn't seeing things, Ben confirmed it. This was Bellwood. Nothing immediately seemed off about it; no alien warships flying overhead, no devastation that signified a great catastrophe, nothing.

That was until, as the group walked down the street and turned a corner, that Ben knew immediately what the change was. They were by one of the 22 Mr. Smoothies that were in Bellwood and while there was a shop there, it was the furthest thing from Mr. Smoothies.

It was a Mr. Gyro.

Vengeance looked around, taking note of how many ads there were and how different the brand names were.

"Yep. Definitely in an alternate dimension," the loner Ben nodded.

"Welcome to Universe 23, a world that's…shall we say, a bit different than either of yours. Personalities here are uh, quite a drastic departure from what you're used to," Paradox explained.

"Drastic like...I dunno, Weiss is poor and a southern gal or drastic like Ben is a total douche?" Ruby asked.

"Hey!" Ben said.

"Ben was a douche, actually." Paradox said.

"HEY!" Ben frowned.

"He went through a paradigm shift, shall we say. This universe's Ben believed that all aliens, without exception, were evil. When he received the Omnitrix, he used it to fight every alien that arrived on Earth. Of course, someone came along and educated him on why that...wouldn't really work," Paradox continued.

"His Max, right?" Ruby guessed.

"No. That is one of the greatest divergences of Universe 23. Max Tennyson passed before this universe's Omnitrix ever found its way here."

"He has no Grandpa Max either..." Ben said, a bit saddened by that. Ruby put a hand on his shoulder.

"Because Max hadn't been there for him, his ego and brattiness consumed him. He never saw the world, or was taught the most important lessons our Ben needed to know," Paradox went on, "and he most certainly couldn't stop himself from becoming famous."

Vengeance took note of a giant billboard: "Bullies beware, Ben 23 is everywhere." The billboard had the image of a freshly turned teenager Ben. He looked the same as he did when he was 14-15, but he had blue eyes instead of green and his hair was more 'stylized' with bangs nearly covering his eyes. He wore a beanie that resembled a Splixon's head and a hoodie that resembled a Gimlinopithecus's own fur.

"We're enlisting someone who's in it for the fame?" Vengeance scoffed, "What good can he do for us?"

"If this was an earlier point in his personal timeline, I would never have considered it," Paradox admitted.

"Wow. That's especially scathing since...well, it's you who's saying that," Ben muttered.

"However, we are at a point in time which this Benjamin, or '23' I suppose to simplify things, has...while I wouldn't say grown out of fame entirely he is closer to a true hero than he was. How shall I put this? Imagine, if you will, Ben as he is now, but he signed a deal with the SDC as a sort of celebrity mascot for them, but he's not a corporate puppet."

"Uh-huh...so in other words, this is a teenage Ben who acts like he's still ten," Vengeance huffed.

"I...suppose that's one way to put it," the time walker couldn't argue that.

"Okay, so we know the details about him but, I trust he's just as capable as any other Ben," Ruby, ever the optimist, said.

"Well you're right there but, maybe I should stop 'telling' and show you," Paradox said, opening his pocket watch, "Let's see...a car will round that corner in 3, 2, 1..."

Right on cue, a car came barreling down the way, and skidded as it turned right onto the street. The first thing the trio noticed was the fact the car was from the UK, specifically a Volkswagen Polo. Ben and Ruby only caught a glimpse of the guy driving, among three other passengers, but Ben knew that face anywhere. Even in that hideous tweed suit and lack of makeup.

"Is that Fistrick!?" Ben yelled, watching the car zoom by.

"Good eye, Benjamin!" Paradox said, handing him a gumball. "That's indeed Fistrick!"

"Why's he so...gentleman-y!?" Ruby yelled.

"Dimensional differences!" Paradox said, before saluting and teleporting away.

"Every damn time," Ben groaned.

"You get used to it," Vengeance said.

"Hahah! Aight, gents! We got the cops off our tails with that pesky maneuver, and Tennyson's nowhere in sight! This'll be a good getaway!" the remarkably British Fistrick cheered.

"Time to scare him a bit," Ben said, dialing up an alien. Today was just full of surprises apparently as another new alien figure appeared on the watch.

"Well...nothing ventured!" Ben said as he slammed down on the Omnitrix. Ben's body was quickly covered by some kind of alien metal, each piece of the material attaching in cubes. The metal then merged together and began to mold itself into a somewhat humanoid form with large, spiked shoulders and claw-like hands and feet. The metal shone with a mostly yellow and black color scheme, with the only other color being silver. The silver itself came from Ben's new head, which was like pure steel...and just floated above where his neck would be.

"Okay...what can this guy do..." Ben muttered to himself as he looked over the alien form he now had. On instinct, he held his hands out towards Fistrick's getaway car and managed to stop it. The car itself wasn't moving, even if the wheels kept turning.

"What the dev..." Fistrick began.

"Wait...oh my god," Ruby gasped, "You've got polarity! Like Pyrrha!"

(Vengeance looked sad upon Pyrrha being mentioned.)

"Oh shit! Really?" Ben asked, his voice echoing and metallic.

"Yeah! Ohhh that is so overpowered!"

Ben lifted the car up in the air, and hummed to himself.

"Okay, this is pretty fun," Ben admitted, as he tilted the car back and forth. Vengeance bit his tongue to say something biting, but...it was just nice to see that Ruby was enjoying the display.

"How in the...we left you clouded in dust! How are you here?!" Fistrick called out when he looked out the window to see Ben.

"I could tell you...buuuut it's more fun to keep you guessin'."

"Ah, whatever! Just fire at will!" the sophisticated Fistrick yelled, as his men pulled out their guns. They began to fire at Ben and Ruby, but Vengeance quickly jumped into the fray.

Shock Rock got in front of the blasts, and quickly absorbed all of them into his body. Ben noticed something different. This Shock Rock was taller, and had larger horns on his helmet.

"Is your Shock Rock...higher ranked?" Ben asked.

"Yeah. Had to absorb a lot of energy for the power up," Vengeance said.

"What power up?" Ben asked, as Vengeance clapped his hands together, and formed a massive disc. He tossed it at the car, splitting it in two.

"Two Bens?!" Fistrick yelled.

"Boss, it might be beneficial for us to simply flee on foot," one of his thugs politely suggested.

"Oh, most certainly, Corvo. No meathead would want to tussle with two Ben Tennysons!" Fistrick said, crawling out of the car and arming himself.

Vengeance punched his hand into the ground, as spikes of pure electricity shot out of the ground, cutting off one avenue of escape for the fleeing criminals.

"...other way then!" Fistrick said, leading his men the other way. Vengeance was about to let out another wave of spikes, but he stopped when he saw a spray of cold mist cover the area. The floor froze, making the fleeing villains lose their footing.

"You didn't think you lost me, did you?" a raspy voice said. The trio turned to see a large, aquamarine-skinned lizard-like creature with blue eyes and a bright blue and black outfit. Accompanying this new reptilian alien, a swarm of camera drones flew in formation above, recording every moment of the fight to come.

"Ladies and gentleman!" an announcer shouted from speakers on the drones, "Our hero, Ben 23, has just swapped over to Freezelizard!"

"...three of them, eh?" Fistrick pondered, "Right then...maybe I am crazy to take on all of you!" Fistrick's weapon suddenly turned into a flamethrower as he finished the sentence.

"Three of what?" Ben 23 asked as Fistrick unleashed a stream of flames.

23 leapt out of the way of the first wave. When Fistrick adjusted his aim, "Freezelizard" let out another burst of cold air that clashed with the flames. Fire and ice clashed for a moment before canceling each other out. In the aftermath, 23 finally got a look at the other two Bens as they made their way toward the fight. Well, more so the prime Ben.

"Hey! Why are you Mr. Magnet? You know I've got copyright on that!" 23 yelled.

"Mr. Magnet?" Ben repeated, "And here I was thinking Kirby had lame names."

"Tell me about it," Ruby said, as one of Fistrick's goons took a swing at her. Ruby activated her Semblance, and decided to be more 'passive'. She began to 'speed' her body up and let his fist pass through her stomach. The goon looked HORRIFIED, as Ruby stared blankly at him.

"Ouchie," she said, as the man pulled his fist back. Ruby pulled out her Crescent Rose and pointed it at him.

"How in the name of all that is hol-?!" the thug screamed before being shot with a low-level Lightning Dust bullet. It was like getting hit with a taser.

"Oh, you're not going to be streaming your 'glorious takedown?' What about your viewers?" Fistrick taunted.

"I don't do streams?" Ruby said, a little unsure, pointing the weapon at Fistrick.

"You're a streamer here, I guess," Ben said, as he tossed a manhole cover at Fistrick. "Weird."

"I hope my fanbase is normal," Ruby shivered.

"About as normal as you'd expec-...hey wait a minute. Actually, no, wait, we'll talk after!" 23 said, taking the chance to try and freeze Fistrick while he was distracted.

Fistrick was suddenly frozen solid in a block of ice. The now more gentlemanly villain fell over, his head thankfully still exposed.

"G-goodness, it's cold," Fistrick shivered.

"Annnnnd score another W for Ben 23!" 23 smirked.

"And just like that, our hero has put Fistrick on ice!" the announcer declared from the speakers.

"...not even Yang would go there with puns," Ruby deadpanned.

Vengeance reverted back to human, as did Ben. Ben 23 looked over, and grinned. "Lemme guess, another Multiverse crossover thingy?"

"Sort of," Ben said.

"So, where's Mr. Timey-Wimey himself? He's always involved with these!"

"Please. I have a PhD for a reason," Paradox said, annoyed.

"Ah, there you are." Ben 23 said, reverting back to normal. He was wearing the exact same clothes as he was in his billboard.

"Hey, come on. Tell me what's happening over a Gyro, dudes," 23 offered.

"...dudes?" Ruby said, tilting her head.

"This Ben is also slightly...80-ish," Paradox said.

"Yike," Ben said.

"Oh and I hope you're ok with gyros. This dimension has an odd obsession with them that I, to do this day, am unable to understand."

"You're infinite...and yet you can't comprehend that?" Vengeance said.

"I said I was infinitely intelligent, never infinitely wise," Paradox countered.

"...uh huh. Right..." Vengeance rolled his eyes.

---

At the closest Mr. Gyro's, a crowd had gathered outside as 23 had reserved a table for the group and to the public, this was a good source of gossip.

"So, what's the threat this time?" 23 asked as their order of gyros arrived, "Evil version of Charcoal-Man? Magic spell gone wrong? Evil me? Or...well, evil Ben?"

"I...mean, kinda?" Ben said, as he looked over at the crowd hesitantly, "There's a rogue Celestialsapien on the loose, he's stealing Omnitrixes, and well...uh, we're gonna need all the help we can get. We got this Ben before you."

"...bleh. This tastes awful," Vengeance said after he slowly tried his gyro.

"Hey, don't diss the gyros, man," Ben 23 frowned.

"It's...not exactly for everyone. And I am...inclined to agree," Ruby said, having tried the gyro.

"No taste, I swear. But, besides the point! So Celestialsapien. Space made into a person right?"

"An inelegant, but accurate description, yes," Paradox said, "I take it you'd be up to the challenge?"

"Of course! I kicked Father Forgestar's butt back to whatever sun he calls home!" Ben 23 cheered, "I'm ready for the job!"

"Who the hell is Forgestar?" Vengeance asked.

"Long story short, crazy Pyronite priest who wanted to conquer the galaxy," 23 said.

"Oh, so he's like your version of Vilgax," Ben admitted.

"Oh, no. Vilgax is a separate guy. They actually got into a fight over Earth once, wasn't fun. But that's besides the point here. It should be easy enough if we have enough manpower, right? Who else you guys get?"

"In terms of 'Bens' just you, my Ben, another Ben, a younger Ben, and dark-timeline Ben," Ruby said, "But we also have some other people already fighting the Collector. My sister, Weiss, Blake, Kevin, Ceres, just to name a few."

"Uh huh, uh huh...I don't know who all those people are," Ben 23 admitted.

"What?" Ruby asked.

"I'm usually a solo gig, dude." Ben 23 said.

"But...you have a Ruby, right?" the red-hooded Huntress asked.

"Yeah. She's a streamer, shows off her Grimm hunts live, and it stacks up the views! Really attracts the adrenaline junkies out there, or those who want to feel that rush but can't for some reason."

"Wow, I hate that, actually!" Ruby said.

"Same, that just feels wrong," Ben frowned.

"Hey, she's not that bad. Takes the hunting seriously, never talks during the fight itself. People love the focus. But, enough about my world. How about we go save yours?" 23 said, finishing up his gyro and paying for the group's meal.

"An excellent suggestion, though there is one last addition to our team I'd like to make. Miss Rose, Mr. Tennyson, I do hope you're ready for a bout of deja vu," Paradox said.

"We are talking about you, here. Deja vu was bound to happen at some point," Ben smirked.

"Splendid! You've already steeled yourself for it! This last universe may be the most different. In many aspects."

Vengeance huffed, as he gobbled down the rest of gyro. "Let's go," he said, standing up. Ben and Ruby watched him enter Paradox's portal.

"Jeez, who took a whiz in that dude's Corn Flakes?" Ben 23 quipped.

"It's a long story...without a happy ending, really," Ruby said, before she and Ben walked through the portal as well.

"...oh. Damn. Bleak universe...well, let's make sure another universe doesn't take the same turn," 23 said.

"You've been practicing one-liners in your spare time, haven't you?" Paradox smirked.

"Hey, gotta have a good amount of material for the cameras, right?"

"I never really do one-liners," Ben said, as he and Ruby stood up.

"Seriously? Not even a quick quip like 'this is gonna get messy' when you turn into Muck Amuck or 'I'm gonna run circles around you!' when you turn into Speedyquick?" Ben 23 said.

"I'm not THAT famous. I'm like, Tony Hawk famous." Ben joked.

"...who's Tony Hawk?" Ben 23 said. Ruby immediately gripped Ben's hand.

"We need to get out of here," She said, dragging Ben through the newly opened portal Paradox created. Vengeance shook his head and followed the duo through as well.

Ben 23 just shrugged and walked in after them all, followed by Paradox. The time walker closed the portal behind him and Ben, Ruby, and Vengeance were greeted by the familiar sight...of Beacon Academy.

"Beacon..." Vengeance said, looking around. Seeing the school in such a pristine state almost didn't seem real.

"No, no, something's off," Ruby realized. As she looked around, her eyes caught something.

"The garden," Ruby commented, "it usually has these nice sunflowers growing. But they've been replaced with garden cosmos'..."

"Pretty swanky place either way, if you ask me," Ben 23 whistled, "So, what's the up and up in this universe?"

"Ben Tennyson never received an Omnitrix here," Paradox began, "Instead of going on that summer trip, someone else did."

"Wait, what?" Ben asked, double-taking when he heard that.

"Is this the universe where I got the Omnitrix?" Ruby asked, a bit over-excitedly.

"Close, but not quite. If I'm right, and I usually am," Paradox checks his pocket watch, seeing the hands click over to two in the afternoon, "Ah good. They're planning for their little excursion for the evening. We can catch them as they head for the airship."

"Can we...intervene?" Ben 23 asked.

"I'd rather we let them do their own thing for a small bit," Paradox explained, "THEN we can intervene."

"Oh. Alright, fair, I guess."

"Besides, they can handle what's to come on their own. Not like a Paladin will slow them down," the time walker shrugged.

"...a Paladin?" Ruby asked.

"Uh...slip of the tongue! Ignore that!" Paradox covered.

Ben and Ruby shared a look, while Vengeance walked over to an area near the airships. He remained inconspicuous as a familiar group of students were waiting by the nearby airships. The prime version of Ruby pulled up her hood to try and hide her identity as she and her Ben went over to look on as well.

Ruby walked over and peered through the bushes.

"...huh. I'm looking at myself," the hooded huntress mused.

"Imagine how I feel, Rue." Vengeance joked. Ruby slightly snickered at that.

"Where is she?" the alternate Ruby wondered, "She promised she'd get over here as soon as she could."

"It's either Neptune or Whitley holding them up again. You know how particular they can be about their appearances," an alternate Weiss answered.

"We should go without them," an alternate Blake said, "We need to take care of this or else I'm gonna explode."

"Just give them another five minutes, Blake," Yang reassured, "After all, Team SBYR (Songbird) isn't gonna go it alone."

Vengeance raised an eyebrow. SBYR? Judging by that name, looks like Weiss is the leader.

The prime version of Ruby raised a brow when she heard the names Weiss mentioned. Neptune and Whitley? She had no idea about Neptune, but wasn't Whitley her brother? The brother who stayed with her absolute asshole of a father? And now he was attending Beacon?

"Sorry for the wait!" a voice called out, getting the group's attention. Much to the shock of everyone save Ben 23 and Paradox, it was Gwen. Following her were a younger Elm, Whitley, and a blue haired guy who must be Neptune.

"Gwen?" Ben asked quietly, a little shocked. That shock only grew when his eyes caught a glimpse of a certain alien watch on her wrist.

"Gwen's got the Omnitrix in this universe?!" the prime Ben muttered, making sure only Ruby and Vengeance heard him.

"Correct. In this timeline, Gwen went on the road trip and she got the Omnitrix," Paradox explained, "Gwen and Ruby went on to become huntresses together."

"Ok...and why are Elm and Whitley here?" Ruby asked, genuinely curious now.

"Well, put their names together. What would that make Gwen's team's name?" Paradox asked with a smirk.

Vengeance paused to think, "...that spells Team...GWEN."

"...seriously?" Ruby asked.

"It's a nice little parallel. Team RWBY and Team GWEN," Paradox chuckled a bit, "As for the precise why, Elm in this universe moved to Vale after Atlas...didn't turn out well for her, let's say. As for Whitley, he actually joined Weiss, left with his sister, leaving Jacques with nothing but his corporate interests."

"Whitley left the SDC? That little mooch always was a suck up...at least, until..." Vengeance paused, "Sorry. Spoilers."

"It's such an interesting domino effect, children. Seeing how things all fall into place. More times than not, the timelines will accidentally 'sync'. No matter the leader, no matter the Omnitrix wielder, they will live an event that you have or haven't gone through yet. Strange, is it not?" Paradox smiled.

"A little, yeah," Ben admitted.

"I would recommend following them. Things are about to get interesting in this timeline. Now, here, take these." Paradox pulled out some ID masks to hide their identities, "We don't want to cause confusion now, do we?"

"ID masks? Been a while since I've seen one of 'em," Ben admitted.

"Not me. Ever since...what happened, alien tech started flooding the different gangs Cinder had under her thumb," Vengeance explained.

"Just put them on and I'll give the sign for you to join in the fray." Paradox said. "I need to go and set something else up real quick. Please be careful now, okay?"

"Right," Ben said, as he put on his mask.

Ruby put hers on as well and instantly, her appearance changed. For the red-hooded huntress, it surprisingly resembled one of Neo's disguises, specifically the one she used to get into Mistral.

"Not...really my style, honestly. He must've just hit 'random' on these things," Ruby said.

"You look fine," Vengeance said, putting on his mask. His outfit changed to a more "suit like" design, his hair turning blonde and his eyes turning blue.

"Huh, not much change," the loner Ben said.

"Surprisingly enough," Ruby admitted.

"Huh...this is..." Ben said, looking over his disguise, "different." His look now resembled something out of a Three Musketeers story, a large hat with a light green feather adornment, a combat outfit with a dark brown and dirty white color scheme, four leather belts going across his chest. The only other bit of color on this outfit was the single gold pauldron on his right shoulder.

"Different as in 'it looks like you came from a ren-fair?'" Ruby joked.

"No idea, but I dig it," Ben said, fixing his hat.

"My turn!" Ben 23 said, as he put on the mask. His outfit transformed into an orange shirt, puffy blue vest and shorts.

"…oh this is so unfashionable," the celebrity Ben complained.

"We're trying to keep a low profile and you get the most garish color combination imaginable," Vengeance deadpanned.

"Not my fault! I don't know how this thing works!" 23 defended.

"Part of me wants to say this was Paradox's idea of a little joke," Ben joked.

"Right, Parad-" Ruby looked over to see Paradox was gone.

"Hate when he does that," Vengeance said.

"When it happens, it usually means it's our time to go," Ruby said.

"Known him that long?" Vengeance asked.

"No, just learned fast, once all the time traveler weirdness got out of the way."

"I'll stick with 23. You fine with going with Ultimatrix Ben?" Ben asked.

"I'll be fine," Ruby nodded.

"So, who we going after? Two teams and I doubt they're sticking together the whole time," 23 admitted.

"He does have a point. Too many people to track with just four people," Vengeance hummed.

"I'll follow Gwen, you follow your…or, Other Ruby's team. I wanna get a feel of what kind of Gwen we're dealing with," Ben said.

"Got it. Should be interesting at least. Plus it gives me ammo against Yang when we get back," Ruby smirked.

"Take the fun where you can find it, I guess!" 23 said.

"Let's just see what they're doing," Vengeance said, looking back over.

"So, Weiss, we obviously need to divide and conquer if we're to figure out what Torchwick's up to," Gwen said.

"Right, which is why we all talked about this last night. Yang claims she has a...friend who can help with information," Weiss explained.

"Ehhh, not really a friend, more like...'guy knows to answer my questions after he tried to kill me with a rocket launcher,'" the blonde replied.

"If you tell me his also turns into a hammer..." Elm huffed.

"Nah. Oversized baseball bat."

"...ok, weird."

"Whitley, I think you should go with Yang," Gwen said.

"What?! Why me?" Whitley tensed up.

"You need to loosen up…and you've yet to be downtown for some odd reason," Gwen pointed out.

"…I don't like the bad part of the city," Whitley whined.

"It's not that bad. Welcoming might not be that...warm, considering I miiiight have beaten up all of the staff...including the DJ," Yang admitted.

"Why the DJ?!"

"He pulled a machine gun on me!" the blonde defended.

"It sounds like they'd rather kill you than answer any questions," the Schnee brother scoffed.

"Nah, they learned it's better to answer me. It'll be fine."

"All the more reason for you to go, Whitley. You need some toughening up," Weiss said.

"I'm handling myself FINE, thank you! I don't need to prove my worth to you, I just need to prove it to father, to show he's made some sort of mistake," Whitley huffed.

"Okay, then why not go get the records from him at the towers?" Weiss said.

Whitley froze up at the idea

.

"…on second thought, I'll go with Yang," Whitley admitted defeat.

"What I thought. In the meantime...Blake?" Weiss asked.

"With what we know of Torchwick's associates and the White Fang, I thought I should try and...sneak into their upcoming faction rally," the Faunus explained.

"Alone? It'd be you against a small army in there!" Neptune countered.

"Unless you can pass for a Faunus..."

"I'll go with Blake," Gwen offered, "I can use my Ectonurite form to hide my presence."

"She doesn't name her forms?" Ben 23 muttered, "What a dweeb."

"Pretty in line with Gwen, honestly," Ben joked.

"In the meantime," Weiss sighed, "I'm going to have to talk with...father about those records."

"I'll go with," Ruby offered, "for support."

"Thank you, Ruby. Knowing him...I'll be wanting to tear my hair out after five minutes..."

"That leaves just you and me, Neptune," Elm said, pulling Neptune close, "Come on. We'll patrol the streets a bit."

"Yay..." Neptune said, sounding a bit deflated.

"Oh come on. We'll be the first ones on the scene if Torchwick hits another Dust shop!"

"They're investigating Torchwick...God, that's a name I haven't heard in a hot minute," Ben sighed.

"That dude's a total meathead pushover. Don't like his whole 'Kiss' act. Kinda lame if you ask me," Ben 23 said.

"...did...did you just say Torchwick and 'Kiss' in the same sentence?" Vengeance asked, raising a brow.

"Yeah, long story."

"And on that note, time to follow 'em," Ben interrupted.

---

Ruby and Vengeance tailed behind the alternate Elm and Neptune, keeping their distance to avoid being seen.

"I'm feeling pretty nervous about this, Ben. What if they notice us?" Ruby asked.

"Just move slow, and don't do anything weird. I've followed around people just by doing that," Vengeance said.

"And...how many times did they notice you?"

Vengeance was about to say never, but that'd be a lie. He stopped and thought about it. It had happened before, but not that often. There was that time with the Black Sheep thugs before he caught up with Yuma and Trifa for one...

"...four," Vengeance admitted.

"Out of...?" Ruby inquired.

"I don't know, like...twenty? At the least?"

"That's more like it," Ruby joked, as Vengeance looked away. Ruby's face fell when she noticed that.

"...you know, you can drop the whole 'making your voice sound deeper' thing. I can tell when you're putting that on. It's when you pretend to be Batman to joke or something...and it's not even that good," the hooded huntress pointed out.

Vengeance winced, "...you could always tell the little things," Vengeance's deep voice was replaced by his normal sounding voice, "I always liked that."

"Heh, one of my many talents," Ruby said.

"Always was, yeah..."

Ruby winced. "...can you tell me what happened?" Ruby asked. "With your timeline."

"...Paradox would kill me, but I'll be vague. It all fell apart on Election Night...and that's all you'll get," Vengeance said, "I wept for a month...and then I picked up my bags, and got to work."

"I can tell," Ruby nodded, "You look tired, Ben."

"I'm tired because I'm focused on my mission," Vengeance corrected, "To avenge you and all the others I lost that day. My entire team, my second family…I have to be on this mission all the damn time or else I'll be failing them."

"Yeah, but you're MORE than just that mission," Ruby said, "You're not always an alien- you're a human and a person too."

"...sometimes I do...pretend not to be. Part of me thinks that's how it all happened. How Cinder..." Vengeance stopped himself from going into detail.

"Figured Cinder was responsible. She...usually is. Everything from...the scars from Beacon to what happened at Mistral..."

"Scars? I mean...obviously the mental ones but..." Vengeance said, before he picked up what Ruby meant. She was talking about her universe.

"Y-yeah. Ben...Ben got it the worst. If Cinder was just a few inches closer to where she aimed...well...I don't like thinking about that," Ruby sighed.

Vengeance felt his chest. "...at Beacon, we weren't able to save someone," the loner Ben explained, "And that got to all of us. You saw Cinder plunge an arrow into her chest, and I was preoccupied with-"

"Zs'skayr?" Ruby asked.

"I want to say it was him, but..." Vengeance paused, "...let's just say I'm glad old horn head isn't in your universe."

"Horn head?" Ruby asked, trying to think of who matched that description. Vulkanus had more tusks or fangs instead of horns and Vilgax definitely didn't match the description...so who was it?

"After we captured Albedo, I was able to convince him to hand over the Ultimatrix to counter 'the big threat' and it worked, for a good while," Vengeance went on, "...at least until election night."

"You gave up the Omnitrix," Ruby said.

"I had to."

"What did you do with it?" Ruby asked.

Vengeance looked at Ruby, "...I said I lost everything that day, Ruby. That included you...and the Omnitrix."

Ruby let the awkward silence hang in the air for a few moments, not really sure what to say at that. Just...all the losses he'd suffered and she was prying into them.

"I...I'm sorry for bringing this all back. It...must be a sore topic...still."

"It...is," Vengeance admitted, "and...I doubt I'll ever really move on from it..."

"And that's fine. I'm...still struggling to move on from recent news myself," Ruby admitted.

"You found out that Summer's still alive, didn't you?" Vengeance asked.

"Yeah. And...it hurts. I don't know what Salem did or...or why she's keeping her alive, but...it just feels weird. And…unsettling," Ruby said.

"It...it must..." Vengeance said. In truth, this whole thing felt odd to him. He never thought he'd talk to Ruby again, given everything. Hearing her voice again in and of itself was almost otherworldly.

"...let's just change the subject," Ruby said, looking down at the Ultimatrix, "How many aliens have you got on that gauntlet?"

"Everything I could transform into prior. Plus a few others," Vengeance said, raising it up for Ruby to see. Albedo NEVER let her touch the Ultimatrix, let alone see it.

"I'm surprised Albedo would let you even wear this thing," Ruby said, twisting the dial, "You must've had one hell of a silver tongue to convince him."

Vengeance chuckled, "More or less. I blackmailed him."

"Must've been one hell of a blackmail."

"It was a bomb threat," Vengeance said. Ruby's eyes widened.

"C-could you repeat that!?" Ruby yelled.

"So, after we captured Albedo..." Vengeance's voice suddenly trailed off. He looked around.

"You feel it too, huh?," Ruby asked, feeling like she was being watched.

"Yeah," Vengeance said, offering his hand to Ruby. Ruby took it, and suddenly, the two were atop a building.

Ruby gasped as she took a glance around.

"How'd you do that?" Ruby asked.

Vengeance walked over to a nearby ledge to look at the area below before explaining, "Semblance. After Atlas, I was able to unlock a greater form of it."

"I always forget Ben has a Semblance," Ruby commented.

"He should invest in it," Vengeance replied.

"He says he's been working on it, but Semblances aren't at full power when they first show. I mean, I could barely keep mine going for more than a minute before I started training it."

"Fair. Now then..." Vengeance began to scan the area. He still couldn't shake the feeling like someone was watching them specifically. Question was, who?

As she was taking off her ID mask, Ruby felt a chill go down her spine. She turned around, and swatted at the air and she accidentally bashed something in the face.

"Ow!" An invisible raspy voice winced.

"Found him!" Ruby said, as the thing became visible. It was...a Ghostfreak. It looked like his skin was peeling off like velvet on the horns of a deer. Ruby could see tentacles writhing around, acting like 'organs' or something, but the thing that got her attention was a teal green Omnitrix symbol with a black rim front and center on its chest.

"Lucky shot," the Ghostfreak hissed, before it reverted back to human. Vengeance and Ruby were greeted with another Ben; this one had jet black hair and wore a nice suit with a teal green tie. Ruby raised her weapon at the Ben as he chuckled.

"And where the hell did you come from?!" Vengeance yelled, hand hovering an already dialed up form on the Ultimatrix.

"Really? You went for the brooding loner as one of your first picks? You really must be desperate if this is one of your teammates," the more official looking Ben smirked.

"Didn't answer his question. And it's rude to just ignore...yourself. So talk," Ruby demanded, finger on the trigger and ready to fire. He just looked and sounded like Ben, he wasn't her Ben.

The dark haired Ben didn't even flinch. "Fine, here's a tiny backstory. I'm Benedict Kerry Tennyson. I'm evil. And a weird cosmic dude offered me a deal if I captured you or brought your Omnitrix to him."

"The Collector's using you. He's gonna steal your Omnitrix the second you turn us in!" Ruby countered

"Oh no, he already assured me he won't. Part of the deal, you see."

"Empty promises," Vengeance countered.

"Ah ah, not so. As part of his pitch, he explained how he operates. He looked over mine and deemed my gimmick a bit too unpredictable," Benedict chuckled.

"Gimmick?" Vengeance repeated.

"Believe me. My Sinitrix needs some extra love right now," Benedict grinned.

"Sinitrix?" Vengeance and Ruby asked in unison.

"Must be an echo up here. Lemme take care of that," Benedict smirked, rotating the dial on his Sinitrix and getting a hologram to appear.

Vengeance slammed down on the Ultimatrix dial, transforming first into the unmistakable tiger-like form of Rath. Before he could begin his iconic catchphrase, he turned the dial on the Ultimatrix ever so slightly before slamming down on it again. Four metal prongs latched onto his chest and the Ultimate transformation started. Rath's usually mostly orange fur became inverted, with white as the dominant color with accompanying stripes of orange down his arms. The claws that shot out from the top of his hands doubled, providing better climbing ability and more damage to his attacks. Surprisingly enough, this form of Rath also gained a jacket, the type one might see being worn by a hunter while tracking prey out in Africa, with a large black-furred collar adorned with three massive orange spikes.

"Lemme tell you FIVE things, Benedict Kerry Tennyson! One: your hair is awful! Two" your suit is raggedy! Three: the Sinitrix is a TERRIBLE name! Four: your personality is hammier than any ham sandwich Ultimate Rath has eaten! And five: WHATEVER YOU THINK IS GONNA HAPPEN AIN'T GONNA BE HAPPENING!" Vengeance yelled.

Benedict looked unimpressed. "...boring." he said, as he slapped down on his Sinitrix.

Teal light enveloped him as his body began to change. Much like the prime Ben's version, Benedict grew an additional pair of arms, but his body became much bulkier and harrier. His fur was the same purple hue as his suit and small mandibles appeared at the sides of his mouth. When the light faded, Benedict had taken on his own form of Spidermonkey, but while prime Ben's, Vengeance's, and even 23's versions of Spidermonkey where more of a traditional monkey in terms of build, Benedict's was more akin to an orangutan in stature. His coat was more bristly and shaggy around the arms as well.

This larger form of Spidermonkey beat its chest in an act of challenge to Ultimate Rath before yelling out its name.

"ARACHNOPHOBIA!" the larger Spidermonkey roared.

"Why the name yelling?" Ruby asked.

"Psychological warfare! It's meant to intimidate!" Arachnophobia snarled.

"NEITHER OF US ARE INTIMIDATED!" Ultimate Rath yelled as his claws extended. The evolved Appoplexian rushed the opponent, slashing repeatedly. Arachnophobia wove around the attacks with ease as Ruby whipped out her weapon's sniper mode. She began to fire at the superior Arachnochimp and freeze down certain body parts to ensure that Benedict wouldn't be moving.

For a simian as bulky as Arachnophobia, he was surprisingly agile, maybe even more so than normal Spidermonkey. He dodged and leapt over every strike and bullet that came his way. Even if he was taken off guard and part of his body frozen, he was easily able to free himself with his innate strength. After avoiding one more punch from Ultimate Rath, the Arachnichimp bounded back before holding out his upper and lower arms and began firing projectiles from his forearms. He was aiming for his opponents' eyes mainly.

Ruby spun her scythe around and blocked the projectiles. Ultimate Rath blocked them with his forearms and winced as they jabbed into his arms.

"DID YOU JUST SHOOT YOUR HAIR AT US!?" Ultimate Rath yelled.

"I can do that...and so much worse," Arachnophobia grinned, as he aimed his tail at Ultimate Rath's face. Web spewed out and it smacked against Ultimate Rath's face, as if he was hit with a rock.

"So you're shooting hair as projectiles...if she could, I think Salem'd sue you for copying her pet birds," Ruby quipped before launching herself forward with a shot from Crescent Rose. Arachnophobia take a swing at her with his two leftmost arms, but the red-hooded reaper turned to petals and sped right through the attack. As she skidded to a halt behind him, she unloaded a whole clip of Ice dust rounds into his back, essentially trying to weigh him down, take away that mobility of his.

"Dust. What a useful, but pesky tool." Benedict said.

"What are you gonna do now, monkey man?" Ruby grinned.

"Simple, give you a taste of your own medicine," Benedict said, before he shifted to another form. Ruby often called Big Chill a 'skeleton man', but Benedict's form was a more 'literal' version. This Big Chill had no skin, no muscle, it was just a skeleton with patches of ice clinging to the bones. There was an eerie teal green glow from within its eye orbits.

"Serial Chiller," the alien whispered, before it quickly passed through Ruby, freezing her solid.

"Sit this one out...leave it to people with real power," Serial Chiller hissed.

There was another green flash and Serial Chiller spun around to see another skeletal alien. Vengeance was now a nine foot tall humanoid skeleton with slimy substance covering his whole body. He had four green eyes with the top pair being smaller than the bottom pair. He had four fingers on each hand and a short horn on his head. The Ultimatrix symbol was situated on his chest.

"What the hell is that?" Serial Chiller laughed.

"Back when I had fun naming them, I decided on Skele-ton," Vengeance said, his voice warbling like Goop but with a much deeper tone.

"If you're trying to frighten me, it's not working...in case you didn't notice," Serial Chiller taunted, gesturing to his form.

"Oh, I know. Much easier to break you now."

Skele-TON rushed over, and broke Ruby out of the ice with a single punch. Ruby collapsed to the ground, and shivered.

"T-thanks..." Ruby said.

"What th-" Benedict hissed, quickly turning to see Vengeance and Ruby teamed up again.

"Go high. I'll go low," Vengeance said as Ruby nodded. She jumped up, propelled by a shot from Crescent Rose, as Skele-TON dashed at Benedict.

"Idiot! I'll just go intangible!" Serial Chiller yelled, as he turned transparent. Skele-TON didn't stop his attack. Skele-TON grabbed Serial Chiller by the throat and smashed him into the ground.

"Intangibility cancels out intangibility, dumbass," Skele-TON said, as he jumped up.

"Wait, how d-?!" Serial Chiller hissed.

"Huh...maybe you don't have this alien. Good to know," Vengeance chuckled, before rearing back a fist. Serial Chiller hissed and released a cold gust of air from his mouth, freezing Vengeance's hand. The opening let him slip through Vengeance's grip because, technically, Skele-ton wasn't making direct contact with the Necrofriggian anymore.

Serial Chiller flew up, and turned tangible and that's when Ruby struck. She struck him with an energy blade of electricity Dust, and it STUNG. Serial Chiller screamed out in pain as the lightning coursed through his body.

"Gotcha!" Ruby called out. Serial Chiller looked back at Ruby in a rage and tried to freeze her again, exhaling a cold mist from his mouth to try and envelop her. The Huntress was able to dodge out of the way, however, circling behind the Necrofriggian and slashing at him again.

Ruby unleashed a combination of three different slashes: straight forward, a back arcing strike, and the last one, an overhead slash, slammed Benedict into the ground. As he slapped down on his Sinitrix symbol, Benedict hissed and transformed yet again.

"Powerhouse!" The alien yelled. It was a Conductoid, but it looked like it was made entirely out of cables, instead of sporting just two as head tendrils.

"Feedback...ok..." Ruby muttered. It had been a while since Ben had used Feedback, so there was an important question the huntress needed to keep in mind. Could Feedback's powers work with Dust? And, unfortunately, there was only one way to find out. Live-fire test.

Ruby began to fire at Powerhouse, who simply absorbed her energy blasts.

"I'll take that energy, thank you," Benedict grinned. He slammed his fists on the ground, and unleashed a wave of energy. Ruby jumped over it, as Skele-Ton flew past her and decked Powerhouse in the jaw. Vengeance grabbed the villainous variant and turned intangible, letting the foe trip and fall through him so he could get behind them.

"You know, I can shift the density of OTHER stuff around me," Skele-Ton said, as he kicked Powerhouse in the back. The mutated Conductoid thudded to the ground, before Vengeance picked up a rock from the ground. "Watch," Skele-Ton dropped the rock on Benedict's chest and it felt like a car had crashed on top of him.

The hit actually knocked some wind out of Benedict's lungs. Fuck was he not expecting THAT. He tried to focus on the energy he stored up from Ruby's shots and tried to unleash another wave of electricity at this unexpectedly heavy-hitter. Maybe he could knock this alien back, break his concentration on the power. If it even worked that way, he was just making guesses on that.

Powerhouse lashed out and plugged his antennae into Skele-Ton's chest, unleashing a powerful burst of energy. Skele-Ton didn't even flinch when the attack hit.

"Lemme guess, that layer of goo around your body isn't particularly conducive," Ruby grinned.

"In a funny way, yeah," Skele-Ton said, pulling the antennae out, "It's like a ballistic gel."

"...oh, of course it is," Benedict hissed.

Skele-Ton grinned, "It sure is."

"What do you have to smile about?" Benedict spat back.

"I was just cracking a joke," Skele-Ton said.

"Yeah, failures shouldn't have that luxury."

"...excuse me?" Vengeance raised a gel-like brow at that.

"Failures shouldn't make jokes. That's right. The 'Collector' told me all about you. They should focus on trying to fix their mistakes-oh wait! I forgot! Your failures can't be fixed! Your Ruby's gone because you couldn't deal with that pyromaniac idiot. Granted, in my universe she's the 'hero' for what good it does. Would you kill her, too?"

Vengeance's expression changed.

"What, you think that stupid 'glare at me in silence' act is gonna really intimidate me?! I've been on the end of that shit for YEARS! It's so childish! What, you think I'm gonna back down because you're angry? You shouldn't be angry at me, Ben. Be angry at yourself," Powerhouse taunted.

"Say that again," Vengeance growled, reaching for his Ultimatrix and rotating the dial ever so slightly.

"Going deaf or something? Fine then. Allow me to repeat. You have no one to blame for Ruby's death but yourself!"

Ruby slammed her scythe into Powerhouse's abdomen, and frayed a few of the wires. Benedict YELLED, as Ruby's eyes were dark and filled with rage. A strange battery acid like blood began to leak from one of the wires.

"...sorry," Ruby said, fixing her hair, "Anger got the better of me."

"...I should kill this Ruby too," Benedict frowned while wincing in pain.

Vengeance's rage returned. That was the last thing Vengeance needed to hear honestly. Without even giving Benedict time to answer, he slammed down on the Ultimatrix and shifted instantly into another Ultimate form.

"Oh...fuck," Benedict muttered, eye going in shock as he saw the towering form looming over here.

"Really shouldn't have said anything," Ruby shrugged, backing away from Benedict after removing her blade.

Ruby knew the form, it was one of Prime Ben's heaviest hitters: Humungosaur. And Ultimate Humungousaur was different. He was still a humanoid dinosaur-like creature, but now had dark blue armor similar to that of an Ankylosaurus. He was more burly and muscular than his pre-evolved form, with camo green skin and his 'helmet' had three silver spikes running down the top, and two downward-pointing black horns on the sides. His back armor had long spikes running down each side, his plated chest and torso are dark blue with five spikes on each end and his tail had a blue mace on the end of it, with silver spikes.

"I'm gonna grind you into a PASTE," the evolved Vaxasaurian said.

"...I've made a terrible mistake," Benedict realized, before Vengeance began the beat-down, starting off with a slam from his mace-tail.

The ground shook as Ruby jumped back. She watched Benedict get destroyed by a flurry of heavy fists. Ruby was shocked at how brutal Ben was being. She hadn't seen the whole fight with Vengeance's Cinder but, if this was any indication…it was messy.

"Would you believe me..." Vengeance growled between hits, "that I can make this even WORSE?" To emphasize the point, Ultimate Humungousaur held his hands forward and Benedict watched them morph. The reptilian fingers shifted and were replaced with four silver gun-barrels.

Vengeance began to unleash a volley of star energy blasts and Ruby could hear Benedict scream. She wanted to step in...

But then those screams turned to laughter.

"The hell?" Ruby asked. Even Vengeance raised a brow when he heard the laughter, eventually stopping the barrage of shots.

"Idiot! I was hoping you'd lose your cool and go for some stupid energy alien!" Powerhouse yelled, before he started to charge back up. He unleashed a devastating burst of energy from his body.

The blast was powerful enough to stagger the evolved Vaxasaurian and knock Ruby off her feet. The red-hooded huntress rolled against the stone of the roof, using her weapon to jab into it and stop herself. Just in time, too, because she looked back and saw the edge was just a few inches away.

There was another green flash. Vengeance grabbed onto Ruby again, and they were suddenly down in an alley. Ruby caught her breath as Vengeance gripped his face with his hands.

"Idiot…idiot, IDIOT! How could you let him trick you..." he cursed himself, as Ruby calmed down.

"He knew what buttons to push. His 'boss' probably told him about you and how to exploit your emotions..." Ruby rationalized.

"And I let him get to me. Just like she did."

Ruby's face fell.

"It's my fault...it's all my damn fault. I was so goddamn obsessed with stopping Vilgax...and look where it got me!" Vengeance said, as he dropped to the ground.

Ruby's blood went cold. Vilgax!? She thought, but she quickly shook it off. She needed to be there for Vengeance.

"Ben,." Ruby said, getting down on the ground with him, "I don't know how it feels to lose everything like you did...and I don't know how many Bens out there do. Anything's possible in a multiverse. But, you need to stand up. This is a chance not just to redeem yourself, but to possibly save other Bens from going through what YOU had to."

Redeem himself. The speech was just...so very her wasn't it? Vengeance sighed and tried to collect his thoughts. Besides, Benedict wasn't even their main concern, that honor went to Elm and Neptune. Aaaaaand there was no sign of them.

Vengeance took a deep breath and stood back up. He briefly removed his cloak, revealing a black and green jacket underneath. Ruby raised an eyebrow.

"We're dealing with a guy who knows most of my aliens, but I don't know which ones," Vengeance said, as he turned around, "But...I'm hoping he has a certain hot head."

Ruby's eyes focused on the back of Vengeance's jacket. There was an Omnitrix-like rotating plate on its back containing some orbs of Dust.

"Your jacket..." Ruby muttered.

"Before I left, a few Atlesian scientists helped make modifications to my jacket, so I could have some sort of offensive presence if the Ultimatrix failed," Vengeance said, "So, lemme demonstrate how good it is."

Vengeance warped off again as he reappeared in front of Powerhouse. The Omnitrix plate on his back turned blue and he unleashed a powerful blow to Powerhouse's chest, suddenly freezing the more monstrous Conductoid solid.

It didn't take long for the ice to start to crack, though, and soon, the frozen prison exploded into shards, forcing Vengeance to leap back a few steps. Powerhouse narrowed his eye at his doppelganger as energy sparked all over his body.

"Ok...gotta admit...not what I expected. But if you really think fighting without your aliens is gonna wo-" Powerhouse began.

Vengeance warped behind Powerhouse and unleashed another blow, cutting off the variant's little speech. This time, the plate on his back turned to a light green. A burst of wind suddenly sent Powerhouse flying through the air and across town. Ruby sped her way back up to the top of the building.

"You're taking the 'duster jacket' thing to a whole different meaning," Ruby quipped.

"It's a pain to replace, but...it's got its uses," Vengeance admitted, "Doesn't use any energy rounds."

"And we don't need to worry about him sending electricity at us," Ruby said, holding up her cape, "This baby can absorb energy."

"It can?"

"Latest upgrade courtesy of Doctor Weller!" Ruby grinned.

Powerhouse flew back over to them, clearly pissed off. "YOU GUYS ARE GETTING ON MY NERVES HERE!" Benedict yelled, as he unleashed a beam of energy. Ruby jumped up, and absorbed the blast of energy. Her cape turned a bright color, and she landed back on the ground.

"No fair!" Benedict yelled.

"Can dish it out but can't take it?" Ruby taunted. Benedict growled and began firing off a barrage of energy at the two. While Ruby used her cape to absorb some of the blasts, Vengeance dodged around the shots, summoning up a stone shield to block those he couldn't avoid.

Vengeance jumped up, and boosted himself with his Semblance. Ruby figured out a small portion of it, Vengeance could amass energy from somewhere (presumably the Ultimatrix) and then unleash it in the forms of these 'bursts'.

No idea where the warping came in, though. Maybe a different form of burst?

"How is he..." Benedict growled before getting slammed with a stone-infused uppercut from Vengeance.

Another difference between them...this evil Ben didn't seem to have a Semblance.

Guess Maria wasn't around to unlock a Semblance for him, Ruby thought, as she sniped Powerhouse with a few more blasts of ice dust.

"ENOUGH!" Powerhouse yelled, as he unleashed a burst of energy. Vengeance jumped back to avoid the attack.

"Enough with this crap!" Benedict hissed, "I'll burn your asses to a crisp!" Benedict slapped down the Sinitrix and began to transform.

The cable-like body of Powerhouse suddenly became covered in magma starting from the head. The heated molten rock quickly cooled, turning to pure stone with lines of heat still present across the vaguely humanoid stone form. The stony prison then shattered, showing the form of Benedict's Heatblast, more rock than fire in appearance. The only fire present on this Pyronite's form were his fingers, jets from his shoulders, and the flame that enveloped his head.

"Scorch!" Benedict hissed, the flames from his shoulders roaring to life.

"...that's what I wanted." Vengeance said. "Ruby, get back. Way back."

Ruby knew immediately that Vengeance was gonna turn into something dangerous so, she followed the order and dashed away, putting at least another building or two between herself and the fight. Vengeance activated the Ultimatrix and transformed into Big Chill.

"What, you're gonna turn me into a popsicle?" Scorch laughed, "I'm made of fire. I'll melt out of it."

"I'm not done," Big Chill said before he slapped down his symbol again and evolved.

Benedict tilted his head, seeing the Necrofriggian gain a fiery coloration and what seemed to be white, rocky patches of armor.

"You know, I hate myself. I hate myself for everything that's happened these past few months. So...I'm gonna treat this as my therapy," Vengeance raised up his arm and began to sap the heat in the area away.

Before he could even showcase this fiery form's powers, Benedict saw Vengeance just take all the heat from the air. Every single bit of heat, even to the point that Scorch's flames began to flicker and fade.

"W-what the!?" Scorch said as he began to fall to the ground.

"Just taking some of the warmth from the area. I know that extinguishing a Pyronite's flames means they'll be defenseless for a good while. No way to defend themselves," Vengeance floated upwards, revealing a faraway Ruby, holding her scythe.

"And that's where she comes in," Vengeance smirked.

Ruby rushed forward as a storm of rose petals and changed Crescent Rose's blade into its energy mode, a wispy, green energy curving outwards. She took one good swing at Scorch, the strike enhanced by the wind Dust of the blade, and slammed him into the nearest wall, denting it and knocking the Pyronite out.

Benedict reverted back to human, and landed on the ground. Ruby spun her scythe around, before putting it back into its dormant state.

"Never even got to use his gimmick," Ruby sighed, "Shame."

"And if he's smart, we'll never see it...because he wouldn't dare try this again," Vengeance sighed, "Call the others. Let 'em know the Collector's doing his own recruitment drive. I'll try and find Elm and Neptune."

Ruby nodded, as she pulled out her Scroll. Vengeance flew off to find the two variants.

But neither of them realized Ben and 23 were facing their own Ben.

---

Let's rewind a few minutes and go back to Ben and 23 following Blake and Gwen.

Blake had her hand in her pocket the whole walk over. The duo were headed to an inland warehouse that was supposed to just be for storing shipments. In truth, it was a common rally holding spot for the White Fang.

"And they'll just let you in?" Gwen asked.

"It's as much a morale booster as it is a recruitment drive. They'll hand me a mask, let me in...and as long as no one I kno-...I knew during my time with the Fang's there, I'll blend in perfectly," Blake answered.

"They'll just think you're a run of the mill Faunus," Gwen said.

"Exactly. You should get in position," Blake suggested, "Turn into...what did Ruby call it? Specter-tacular?"

"...I am gonna have words with her when I get done with this mission," Gwen sighed, before she went behind the building.

Blake shook her head with a slightly amused smirk before she sighed and walked over to the front entrance. There was a guard outside, though he was clad in an everyday outfit, heavy jacket and green undershirt. He seemed older too, sporting greyer hair and a full beard and mustache. Probably not an active fighter but still doing his part for the "glorious cause." Blake then spotted his Faunus trait, a pair of bat ears on the side of his head; he'd probably heard her coming long before he saw her.

He said nothing, but simply nodded to her. Blake was thankful to not be recognized. The guard handed her a mask, and she made her way in. Around the same time, Gwen activated her pink and blue Omnitrix and twisted the dial. It got to her Ectonurite sample, and she slapped down the faceplate.

In a flash of pink energy, her form shifted to that of the ghostly alien. Unlike the normal Ghostfreak form, who's "outer skin" was perfectly intact before Zs'skayr escaped, the forearms and fingers were exposed, showing purple and black striped flesh underneath. The pink Omnitrix symbol was embedded in Gwen's shoulder. Her single eye opened and she immediately went intangible and invisible, phasing into the building to provide backup for Blake.

Blake went in, affixing the Grimm Mask to her face, and joined a crowd of other Faunus that were attending. Most were in uniform, while a small but still numerous section of the crowd were in civilian attire.

23 and Ben watched Gwen phase inside the building. "Let's hope that goes well for her," Ben said, "Kinda weird seeing Gwen be so...proactive."

"My Gwen's a cheerleader. Kinda preppy and overachieving," Ben 23 said.

"Sounds like Gwen to me," Ben bemused, as he and 23 sat back down, "How many aliens have you got?"

"About 67, but I rotate them out every now and again. The line-up changes every few months," 23 explained, "Marketing gimmick. I don't understand why, but I totes get it."

"You got lucky. I only had 10 aliens when I started. You had more 'variety' it seems," Ben said.

"If you can call 'Woopee Cushion' that," Ben 23 joked. The two sat in silence for a few seconds. Admittedly, Ben had something on his mind that he was curious to ask about.

"So...Paradox mentioned that you...lost your Grandpa," the prime Ben finally dared to say.

"Yeah… It doesn't bother me as much anymore, since he died when I was pretty young," 23 answered, "I know that can sound kind of... half-hearted, but I really didn't know much about him until I got this thing."

"...I know what you mean. Can only...really feel the loss if you knew them longer. Months or years..." Ben sighed.

23 looked at Ben and, while he might've acted it sometimes, he certainly wasn't stupid. Just looking at Ben's face, hearing the way he said those words, he could piece it together.

"...you lost yours, too. Didn't you?" 23 asked.

"...yeah," Ben admitted.

"Sorry, man," 23 said, putting a hand on his shoulder.

"I-it's fine. I...It doesn't really bother me anymore either," Ben said, "And he taught me everything he could."

"I did have someone to help me, at least," Ben 23 said. "He was like you...mainly because he WAS you, but you get the idea."

"Another Ben mentored you?" Ben realized.

"Yeah. He was a kind person who was prepared to put others before himself. Paradox loved his kind attitude. Even said he had the talent of making the correct decisions at the appropriate times." 23 went on, "He taught me the stuff Grandpa Max wasn't around for."

"Must've been jarring when you met him for the first time."

"Oh, better believe it! But...he did meet me when I was fighting Tetrax. Now the guy's one of my best allies."

"...who's Tetrax?" Ben asked. Ben 23 was about to relay the details, when the two suddenly heard the loud screech of a car. Ben looked around.

"What the hell was that?" Ben asked.

"Sounds like someone's late for a business meeting or something. Probably nothing to worry about," 23 hand waved it away.

"...who's got a business meeting in this part of town?" Ben asked, "This place is pretty rundown."

"Maybe they're just passing through," 23 shrugged.

Ben shook his head. Why was he focusing so much on it? It seemed like a weird thing to pinpoint.

Ben walked over to a ledge nearby the streets. There was a really, really rusty abandoned car in the road (Kevin would've gone into conniptions over its state). The windows were broken, it had weird spikes all over itself and…and the engine was still running.

"Weird...looks like the driver just left his car in the middle of the road," Ben wondered aloud.

"And left it running? It's like he wants it to be stolen," 23 scoffed.

"Yeah..." Ben trailed off. Both Bens had their trains of thought disrupted by another loud revving motor. This time, though, it was much closer.

"Does...that sound like a chainsaw to you?" 23 asked.

"It do-DOWN!" Ben yelled, grabbing 23 by the shoulder, taking both to the floor. Just in time, too, as a massive set of three chainsaws flew right over them. The two got up and saw the chainsaws curve back around.

Wait, no, not just chainsaws. Ben sort of recognized the form. Yeah it was a lot more punk-ish, for lack of a better word, but one doesn't just forget an alien turtle that can fly.

"Teenage Alien Hurricane Turtle just tried to take off our heads!" 23 yelled, "Not cool, du-" 23 froze in shock, as the turtle alien grinned.

"G'day. Nice to see you again, pipsqueak," The turtle said with an Australian accent. The biggest problem was the fact that this alien had an orange Omnitrix symbol on its chest.

"Another Ben!?" Ben said, standing back up.

"Not just another Ben..." 23 said, his voice taking on an uncharacteristically serious tone, "I know him."

"Nice to hear. Woulda wounded my bloody heart if you forgot me," the punkish Terraspin taunted.

"And by the tension in the air, he's not your mentor..." Ben accurately surmised.

The punk laughed. "Mentor!? Ah, you're pulling my leg!" the punk Ben reverted back to human, and Ben was greeted with a tanned Ben that sported an AWFUL haircut. He wore a damaged jacket that looked like it could fall apart at any given moment. His hands were bandaged and so were his legs, maybe because he thought it looked cool or maybe there were actual injuries there. He wore a spiky 'shoulder guard' on his right shoulder to really give him that 'Mad Max' look. On his right hand was an orange and black Omnitrix, similar to the Prime Ben's own, but it also sported spikes on the wrist.

"Woah. Apocalypse Ben," Ben said.

"Half right. Apocalyptic's a good to describe my home, but the other Bens, your little blue friend included, call me Mad Ben," the punk variant smirked.

"This dude's the ruler of an entire wasteland, wiped out all of Bellwood, too. He's crazy." Ben 23 said, activating his watch.

"Lemme guess, some big space guy offered you something if you stopped us," Ben frowned.

"You catch on quick, mate," Mad Ben said, flashing his Omnitrix.

"How'd you get out of jail?! Why's your Power Watch working?" 23 yelled.

"Shouldn't have kept me with Psychobos, idiot. God rest that crustacean's soul..." Mad said, pounding his fist against his chest.

"He's dead?"

"Nah, but I left him for dead."

"Huh. Didn't think I could hate someone that quickly outside of Salem's little group or Vilgax," Ben admitted.

"Salem? Who the bloody hell's that?" Mad asked.

"Someone way more intimidating than you..."

Ben slapped down the Omnitrix and his body started to show signs of growing upward and outward, roots spiraling across his body but also starting to be accompanied by metallic plating that formed a strong armor across the chest, arms and legs. The creature however was primarily made out of a wood-like carapace that seemed like the perfect blend of nature and man-made.

"...another new guy?" Ben said, looking down at his hands.

"Mostly wood? Bad idea," Mad smirked, dialing up a form and slamming down on his Power Watch. Fire engulfed him and soon, his human body was replaced with that of a Pyronite. Though, just like Terraspin, this one had a unique punk aesthetic to it. Black, scrap-iron shoulder and forearm guards formed on his body, followed with spikes growing out of them.

"...of course you have Heatblast," Ben groaned.

"Every Ben does, dude." Ben 23 said, slapping down his Hero Watch. His body was replaced by the one and only Doggomatic. Aside from blue eyes, a blue suit over the torso, and lighter fur, the form was the same as any other Loboan. He growled at Mad Ben. Mad Ben said nothing, as he began to fire bursts of flames from his hands.

Doggomatic bolted off, dodging the blasts as they came. And while the Loboan form could tank some of the blasts, Ben's new form most certainly could not. One hit and he'd be set alight.

Ben looked at his hands, wondering what this new alien was capable of.

"Plants and iron, huh? How can I make this work...maybe I can launch sheets of iron or something to shield myself!" Ben held his hand out, and tried to imagine some sort of shield and, much to his own surprise, it worked just like that. A hefty circular shield appeared from his arm. Ben blocked the flames at the last second and held his ground.

"Woah," Ben said.

"Huh. Ok, metal working...not a bad power actually," Mad Ben admitted, before stepping back and dodging a swipe from 23. The Pyronite then used his flames to propel a kick forward and slammed right into the Loboan's chest. The jet-boosted kick knocked 23 off his feet and almost sent him flying if he didn't manage to dig his claws into the concrete.

Ben tossed his shield at Mad, slamming it into the punk variant's chest. Mad Ben thudded into his car, heavily denting it on the side, making it look like it just got T-boned by another vehicle. Ben's shield ricocheted back to him with a small clang as he caught it.

"Just got this damn thing fixed," Mad groaned as he rose up off the vehicle.

"Doesn't look it to me," Ben taunted.

"Yeah. Not like my world's got a shortage of working cars or anything. No, why would it? Not like it's a blasted heap or anything," Mad growled, his fires roaring and glowing brighter. The flames quickly coalesced in his hands and he started running at Ben, before propelling himself forwards with streams of fire. Once in range, he morphed the larger streams into smaller jets, almost like daggers and began slashing away at Ben. The metal and wood formed up another shield to block the flurry of strikes, each hit sparking against the bulwark.

Ben created a club in his other hand and bashed Mad Ben on his left side. Mad yelled, clutching the area in pain. Ben took advantage of this and morphed the club into a chain, wildly whacking the hothead with it, over and over and over again. The attack proved effective but, sadly, only for a short while.

On the last strike, Mad grabbed hold of the chain and smirked, yanking on it and pulling Ben in closer for a good hit. He reared back his fist and was about to land a hit, but a massive soundwave slammed into him from the side and sent him flying into the nearest building.

Doggomatic helped Ben back up, as he brushed himself off.

"You good?" 23 asked.

"Yeah. This guy could've taken the hit, though. Was gonna make a sharp helmet or something," Ben said, "Can ya keep him busy? I'm gonna see what I can make with this guy."

"On it!"

"Stupid...blighter..." Mad groaned as he freed himself. Though, part of him started to wonder. Would it be better to deal with them...or with their potential allies? Maybe if things got bad enough...

"I'm split...so why not have my cake and eat it?" Mad said, as he slapped down his Power Watch's faceplate. The mad Heatblast transformed into an orange Slapback with a spiky mohawk.

"He's got Dupe Troop!?" Ben 23 yelled.

"You need someone to really fix those names," Ben said, as he started creating some interesting weapons.

"Oh, really!? What would you call your new guy?" 23 frowned.

"If I had to come up with it on the spot...I'd call this guy Woodworker!"

Mad just rolled his eyes before he slapped himself on the back. One punkish Slapback turned to two. The clone raced off, but not at either of the Bens. It was instead going towards the warehouse where Blake and Gwen were.

"Uh, which one do I go for?!" 23 asked, looking between the main Mad Slapback and the clone.

"Clone! I think I can handle him on my own," Ben said, finishing up his work on the weapons.

"Oh, please. Your weapons aren't gonna do MUCH, Tennyson. What do you think you can accomplish with them?" Mad laughed.

"Dunno. And that's the fun part," Ben clenched his fist and made a powerful gauntlet around his hand.

"Let's just hope you get a chance to use 'em," Mad said. He slapped his back several more times, dividing himself more and more until there was a miniature army of Slapbacks.

"Right...forgot he doesn't have a limit," Ben growled. He reared his fist back and charged at the small army.

The gauntlet was able to do some damage, thankfully. Despite those Slapbacks being as dense as titanium, a few punches and kicks were able to do the job. Not a good one, but at least he was doing damage to the Slapback army.

The main tactic that clones employed was the same as the one Ben used when he took on the form, weigh down the opponent with all the duplicates. Mad was trying the same thing and succeeded at times, but with Woodworker's unique form, he was able to knock them back off. Armor plates and spikes grew out of his body wherever a clone latched onto him and the defenses knocked them to the ground.

Two of the clones clasped hands as one began to spin and, using the momentum, threw the second at Woodworker's face. Ben just side-stepped out of the way and let the clone hit a nearby car.

Despite his versatility, Ben knew he couldn't hold out forever, especially with these numbers. He needed some sort of crowd control or somehow force Mad Ben to change form. He looked down at his weapons and grinned, getting an idea.

"I know someone who could get GOOD use from these," Ben said, dropping some of the blades, hammers, and shields he'd created. He then slapped down the Omnitrix and morphed into Upgrade.

Two of the punk Slapbacks tried to latch onto the Mechamorph, only for him to easily dodge out of the way, the two clones hitting the pavement.

"Now then...let's see if this'll work," Ben muttered, his eye going to the weapons he crafted as his new alien. He grabbed as many of the weapons as he could and absorbed them, breaking them down so he could put up a proper fight. Ben's singular eye narrowed. His hands created two double sided axes, and grinned.

"Let's see how you like THIS!" Ben said, as he began to twist his body up. When he stopped, the Mechamorph's body was all wound up like a tightened spring. When he loosened up, he became a whirlwind of blades. His axe arms destroyed the surrounding area in seconds. The Slapbacks weren't lucky, getting caught in the flurry. The virtual army was sent backwards by the force of the swings. Some slammed into buildings, others collided with cars, but judging by the pained groans coming from them, the plan worked. The clones were down for the count. But the seemingly original Mad Slapback smirked, totally unphased by his arm getting decimated, because he'd probably bought enough time for his first clone to enact his plan.

"Alright, you've gotta change forms now," Ben said, slamming his massive axe hands on the ground, morphing them into giant cannons and taking aim at the post-apocalyptic variant, "You're kind of at a disadvantage here, 'mate.' I can easily flatten and mold myself around stuff. Your heavier clones don't really affect me."

"I can take the blast," Mad laughed.

"Eh, your loss." Ben grinned, as he activated the cannons.

The energy charged up in the barrels, only for an explosion to ring out. Ben turned and saw smoke rising up from the warehouse where Gwen and Blake had gone for their infiltration mission.

"Ouch...looks like blue boy couldn't stop me in time. Shame that," Mad smirked.

"What did you DO!?" Ben yelled.

"Dunno! But jokes on you, I'm not even the main one." the Slapback grinned...before he disappeared in a flash of orange.

"What...oh, that son of a bitch!" Ben cursed, before slamming down on the Omnitrix again. He quickly changed from the goopy Mechamorph form into the speedier XLR8. He raced over towards the warehouse, the sounds of panicked screams echoing out, accompanied by heavy gunfire.

"What the hell did he do?" Ben asked. Suddenly, the ground began to shake. Ben glanced over at the warehouse. From the smoke and the smog, he could see something coming out of it, something enormous. It was equipped with at least two arm-mounted Dust cannons capable of rapid-fire and heavier charged shots, rear-mounted ten-tube rocket launchers, and twin-barreled anti-personnel automatic cannons attached to the aforementioned energy cannons. Under each Dust cannon is a fold-out component, which would unfold to form large fists for close quarters combat.

"Woah," Ben said, recognizing the machine: an Atlesian Paladin-290.

The mech's laser targeting was going haywire, scanning all over the place and any time it landed on a person, the friend-or-foe software always came up "foe." Back in the warehouse, untouched by the Paladin's rampage, the real Mad Ben whistled contently to himself as he held a microchip between his fingers like a playing card. One critical component taken out and the whole mech went berserk.

"Oh, whoops. Did it need this?" Mad Ben grinned. He crushed it in between his fingers, and laughed.

"Dude!" Ben yelled, as he reverted back to human.

"Might wanna deal with that. Don't want it shooting up a club of innocent people, do ya, hero?"

"...or I can leave it to Gwen." Ben grinned.

"Gwen?" Mad asked, before suddenly, something jumped out of the fire. It was Gwen, in alien form. She was that magnet guy he used in Ben 23's dimension, only hers looked more refined, or advanced. Her hands and legs were disconnected from her body, with strange crystals floating where the 'arm' would be. Her face was also covered by a strange helmet with a single eye, and the 'arches' where her head floated was connected.

"You've gotta be bloody kiddin' me...she got it?" Mad asked.

"Hey, shock to me too when I first got here," Ben smirked.

Gwen's claws began to emit a strange pink energy. She fired it at the Atlesian Paladin, and it started to short circuit and freak out.

"What!?" Mad Ben yelled.

Looks like Gwen mastered that form. She probably fired some EMP at it Ben guessed, as he watched the alternate Blake run up. Gwen gave her a boost with her magnetism, and Blake's katana CLEAVED through some of the rogue machine's parts.

While the machine was bleeding oil, it wasn't going down yet. It quickly turned and slammed into Blake with a backhand, unfolding its arm component and knocking the Faunus aside like a ragdoll.

Ben gasped, and quickly morphed into Goop to cushion her fall. Blake was especially confused when her body hit something; something wet.

"W-what the?" Blake asked, looking at the green glob that caught her.

"On your side, trust me!" Ben warbled.

"O...kay?" Blake was about to ask something else, but then she remembered the giant rampaging mech as it began firing on empty cars.

"Shit," the Faunus hissed, getting off of Ben and chasing after it. She decided to call in some back-up too, just in case, "Come on, come on...pick up."

Ben morphed back into his usual shape, and frowned. He looked back at Mad Ben, who was already transforming into another alien. In a flash of orange, Mad Ben was replaced by an especially spiky Water Hazard. Ben dodged some blasts of highly pressurized water.

"Where the hell did 23 go?" Ben asked himself.

As if to answer, some of the rubble from inside the warehouse began to move.

"Come on...not that bad," 23 growled as he began to push support beams off of him.

"What the hell happened to you?" Ben asked.

"The hater got me in a pincer attack, and then wrecked the place," Doggomatic growled.

"This guy has to be a combat pragmatist. He looks like the apocalypse and sure fights like it too!" Ben said, as a jet of water cut through his body.

"Took you this long to notice?" Mad asked, almost offended. He turned his attention to 23 and held up both hands, ready to blast him with pressurized water before he could free himself. Before he could, the green slime of Goop's body quickly wrapped around his arms and forced them upwards, cutting a hole through the ceiling. Mad looked around for the gravity projector, Goop's Achilles heel. If he could knock that away...

23 suddenly cut into the fight- he had swapped forms, this time transforming into Fish Fingers. Ben hadn't seen this form before. It shared a number of traits with Earth's aquatic life. Jaws of an alligator, the lure of an angular fish, the bluish-grey skin of a shark, with aquamarine fins and both his tail and pectoral patch were a dark blue. He also had blue arm braces and his eyes were light blue. The Omnitrix symbol was on his left pectoral.

"The hell is this?!" Mad Ben yelled, before blasting the alien with a burst of water.

Only for the alien sharkman to tank it, seeming to actually enjoy it.

"Refreshing! Thanks for that!" 23 smirked.

"...the bloody hell..."

23 grabbed Mad Ben's arm and crunched down on it. The force of the bite was enough to nearly crack Water Hazard's 'shell'. 23 bit a few more times, before tugging the bastard and slamming him repeatedly onto the ground.

"...ooookay," Ben said, surprised at how vicious 23 suddenly got. Fish Fingers charged, Water Hazard's arm still in his jaws, and he slammed Mad into the warehouse wall, knocking some of the wind out of his lungs. The water alien tried to push the sharkman's jaws apart, but they were like an alligator's: the harder prey struggles, the tighter the jaws clamp down.

"You've got that covered." Ben commented. Ben flew off, to go see Gwen- sure, it was an inappropriate time for an intro, but...she probably needed some backup.

She definitely did. While the Paladin's physical hits were easily dealt with, the more energy based Dust cannons were something else. Rounds exploded all around her and Gwen was doing her best to dodge or block them with pieces of metal debris.

Ben was quick to morph into Diamondhead, landing on the ground and erecting a GIANT wall of diamonds to block the energy attacks.

"H-huh?" the female, metallic voice gasped, surprised by the sudden ally. Ben turned around and just grinned.

"Hey, Gwen," Ben said.

"How do you know my name?!" the female Lodestar asked.

"Long story that I promise to explain! But we need to deal with the runaway mech first!"

"Alright...but you absolutely owe me an explanation!" Gwen said.

"Can you magnetize that thing? Try and lift it up?" Ben asked.

Gwen shook her head, "Tried that already. It must be made of some kind of non-magnetic material, in the case that someone has a Semblance like polarity."

"Usually Ironwood thinking ahead like this is...kind of a good thing," Ben muttered.

"Ironwood? Why are you bringing him up?" Gwen asked, before trying to slow the mech down with streetlights. She used her powers to bend the streetlamps around the mech's feet, trip it up and make it fall.

"Ah...right, alternate world. Sorry." Ben said. Ben fired some crystals at its joints, to jam them.

"Did you just say...nevermind, I'll ask later!" Gwen said, commanding more streetlights to tie themselves around the mech's arms.

"Hold them down, I got this!" Ben said, before he morphed into another alien. Jury Rigg replaced Diamonded and scurried on over to the mech, a menacing look in his eyes.

"...I have like 10 more questions from THAT!" Gwen yelled.

"And I'll answer them all! Just gimme a sec!" Jury Rigg hissed as he climbed on top of the Paladin. He began prying open panels and reaching for circuitry. Rather than disconnect or rewire...he just tore the wiring out and let them spark.

"BREAK! BREAK BREAK BREAK!" Ben yelled, a sadistic spark in his eye as he broke it apart, "AHAHAHAHAHH!"

"...well that's...terrifying..." Gwen said, watching the manic alien dismantle the mech with glee.

In a matter of seconds, the machine was now scrap metal. Ben jumped gleefully as he kicked some parts of the machine away. "TAKE THAT! TAKE THAT! AHAHAHAH!"

"...I don't think you need to...no, no...that's like talking to a brick wall, I think," Gwen sighed, before changing back to human.

Jury Rigg laughed and laughed, not noticing Gwen, standing behind him. She had her arms folded and an annoyed expression on her face. Eventually, she grabbed the gremlin by the neck and frowned.

"Alright, now. Talk. How do you know my name? Why do you have an Omnitrix? And what's this about 'alternate worlds'?"

"Ack! Ok, ok! Jury Rigg gets a bit...intense when he does his thing. Lemme just...turn back and I can answer everything."

Ben reverted back to human, and now Gwen was just holding Ben by his neck.

"W-what the...?!" Gwen said, dropping Ben on the ground.

"Ow…" Ben groaned.

"Ben?" Gwen asked, helping her cousin up, "How on Earth did you get your hands on an Omnitrix? Don't tell me you built one."

"I'm from a parallel Earth," Ben explained, "I got the Omnitrix instead of you. You do magic in my world."

"That…makes sense, actually," Gwen said, catching on pretty quickly, "But that doesn't explain why you're here."

"Would you believe me if I said I was trying to recruit a bunch of Omnitrix wielders to fight in an interdimensional battle against a pseudo-god who steals Omnitrixes?" Ben asked with a sheepish grin.

Gwen blinked.

"Am I being punked?" Gwen remarked, her brow furrowed.

"No, no! It's all real. The Paladin you fought got sabotaged by someone SENT by that god! I mean, that person's also another…me, but that's besides the point." Ben said, rubbing the back of his head.

Gwen huffed, "Well, I'd really like it if you'd keep your business out of mine right now. Kind of in the middle of tailing Roman Torchwick, and-" Gwen was suddenly cut off by a loud roar. Ben and Gwen shot their glance over the warehouse. Rising out of the smoke was a To'kustar. Except for the orange eyes and orange parts, he was nearly identical to Ben's own Way Big. He also sported orange wrappings over his forearms and calves, as well as gray shoulder pads with orange spikes. The blades on his arm and head were also serrated, like they were saws or suffered damage in the past. It began to storm the area, swiping and kicking everything around it.

"...I think I might have to get involved now," Ben said.

"That's…one big alien," Gwen shivered.

"It's a To'kustar. You don't have that one yet?" Ben asked.

"Never seen it before," Gwen shook her head, "What can it do?"

"Immense strength, can fire lasers...and the blades are pretty damn sharp," Ben explained.

"Ben!" a familiar voice called out.

Ben spun around to see Vengeance and Ruby running up behind him. Ruby's eyes were trained on the giant orange To'kustar.

"Crap...we're too late to warn you..." Ruby said.

"It's fine, it's fine. We've got it handled," Ben reassured her.

"Is she from your timeline?" Gwen asked, pointing at Ruby.

"Yep. Ruby Rose of Team RWBY, at your service!" Ruby saluted.

"Never really took you for a leader type, honestly," Gwen admitted, as her eyes moved over to Vengeance, "And this HAS to be another alternate Ben, right?"

"It's good to see you, Gwen," Vengeance nodded.

"Likewise I suppose," Gwen said, as she activated her watch, "Now, are there ANY other Bens I should know about?"

"Well, one's in a dumpster, the other two are on a spaceship in another dimension, and the really really 'modern one' is-" Ruby paused, "Hey, where is-"

"Uh...found him," Ben pointed at Way Big's arm. The group glanced over to see a white-furred Spidermonkey discreetly climbing up the giant's arm.

"They look like they could use a hand," Vengeance said, activating his watch. He slapped down the Ultimatrix and immediately transformed into his own Spidermonkey. He slapped down the Ultimatrix shortly after and evolved into his Ultimate form. Ben and Ruby moved out of the way of his giant spider legs.

"Woah," Ben said, as Vengeance hopped off to assist.

Gwen shrugged in response to all the strangeness around her.

"I'm simply going to convince myself this is a strange dream and fight," Gwen admitted and slammed her Omnitrix down, changing into her own Nanomech. Her form was comparable to Ben's, but more personalized for her. The green sections had become pink and the form's back 'pincers' had transformed into a jetpack that best resembled a firefly's 'bulb'.

"Ruby, help me try and distract this titan of an alien," Gwen said, clenching her fist.

"On it!" Ruby said, as Ben activated his Omnitrix.

"Alright, Omnitrix. Give me something I can REALLY work with here!" Ben said, slapping down the Omnitrix. Ben felt his hands get coated in gold metal, as his innards turned to cogs and gears. Ben looked down at his hands.

"Clockwork?" Ben expressed his dismay, "It's not the right time..."

Gwen hummed, "You can be support. Chronosapiens can rewind or freeze time to help us get out of tricky circumstances."

"I'm afraid I won't be able to reverse events and stopping time is still a work in progress," Ben said.

"I have no idea how you obtained the Omnitrix in several timelines," Gwen sighed and rolled her eyes. Shen then took off, leaving off a trail of blue light behind her, followed by Ruby.

"...wow, rude." Ben scoffed.

Gwen and Ruby circled the giant alien, trying to get an angle on it. Gwen's suit produced a bunch of bee-like machines that swarmed around the punk Way Big, while Ruby fired at random. Way Big was a pretty powerful alien and she didn't really have anything to take down giants...yet. That was a work in progress, and she should've really reached out to Camie before this. Gwen fired some more blasts from her hands, while Way Big roared once more. The alien started to charge up energy within its serrated blades, and then started to slash at the girls wildly, releasing beams of orange energy from the arm-blades. The attacks slashed through the air and the bee-like drones, forcing Gwen to retreat.

"Ben could NEVER do that!" Ruby yelled, as Gwen grabbed her.

Not surprised, Gwen thought.

Mr. Monkey had been shaken off of Mad Ben's arm in all the craziness, but hung onto the titan's back by a thread of his web. 23 gave a sigh of relief. "Close one," he muttered, before he flung himself up to the back of Way Big's head. "Monkey power!" 23 shrieked as he webbed the backside of Mad Ben's head and gave it a good yank. To a normal human, it would've sent them flying, but for a To'kustar, the yank just simply caused his head to move back. His blades of energy were flung skyward where they harmlessly exploded. Mad Ben grabbed the mischievous monkey behind his head and growled.

"I am NOT falling for this again!" Mad Ben yelled, squeezing the boy in the palm of his hand. 23 struggled to reach for his watch, change forms to break free, and, after a few tense seconds, thankfully, he managed it. Mad Ben suddenly felt cold liquid slip out of his hands and land on the ground. Techno-Bubble's head popped out from the puddle.

"Ugh, close one," Ben 23 sighed, before Clockwork warped over next to him. Ben was panting, sounding pretty out of breath.

"Why...on Earth...would they give an alien who can stop time...NO STAMINA?" Ben whined. Techno-Bubble looked up at him and grinned.

"Hey, can I show you a fun trick I did with my mentor?" 23 asked.

"If it helps out...sure!" Ben said, as 23 suddenly merged with him. Ben's mechanical body suddenly turned black and blue, as he felt a surge of power rush through him. Ben's eyes lit up, as he looked down at his body.

"Woah! It's like I'm both Clockwork AND Upgrade!" Ben grinned, looking down at his hands.

"Best of both worlds right here," 23 grinned, popping out of the key on Clockwork's head, "Hey, is that giant robot thingy still around?"

"It's in pieces, had Jury Rigg disassemble it. And if you're thinking what I'm thinking," Ben grinned.

"Oh, I absolutely am," 23 said. Clockwork instantly boosted himself over to the broken down pieces of the Paladin, and began to integrate it into itself. In an instant, Clockwork was looking like a prototype Gundam, complete with giant guns, arms, and legs. Ben clenched his massive fists.

"Groovy," Ben said. With his new enhancements, he rushed over to join with the others. Ben opened up by firing a volley of shots at the punk-like Way Big's chest. Mad Way Big was clearly annoyed by the salvo and tried to swat the Mechamorph-Chronosapien hybrid away. Ben slowed down time to easily jump out of the way. The massive palm instead swatted down on the empty road. Vengeance saw his chance to strike there. Unhinging his jaw, he began to spew a shot of titanium strength web at the giant hand. Mad Ben sneered when he saw the web connect and struggled to get his hand unstuck.

"Aim for the horn!" Clockwork yelled, as he boosted his way over, "It's directly connected to his brain!"

Gwen immediately shrank down, as Ruby and Ben acted as a distraction. The automatic energy fire from her gun traced its way up to the Way Big's head, where Ben unleashed his secret weapon. He may not have been able to do that 'timeline shift' or had a perfected time stop, but he could at least do this. A green beam of energy blasted the To'kustar's hand, making it suddenly unable to move, as if it had been chronolocked or something. Unable to properly move, Vengeance quickly webbed up the mad titan's feet.

"Put his arm in temporary stasis," Ben explained, "Hopefully Gwen can hit the horn hard..."

"Nanomech's how we brought him down the last time. I trust the dweeb," 23 commented. And trust her he could. Gwen soared through the titan's fingers, quickly growing back to full size.

"Sorry, cuz. This is gonna sting...a lot," Gwen threatened. Her hands morphed into giant cannons, taking aim at the giant's horn. With the pull of a trigger, the weapons unleashed a burst of powerful energy that struck the horn at full force. Mad Ben let out a HOWL of pain. His eyes went dark, as if he'd lost power, and he began to slowly tip over. He thudded to the ground and shook the Earth beneath our heroes' feet, immediately reverting back to human in a flash of orange. Gwen flew down to check on the punk variant.

After briefly judging him for his clothing taste and hairstyle, Gwen was (slightly) happy to say that this Ben was unharmed. (She was only slightly happy because he DID try to kill her). The other alternate Bens and single alternate Ruby gathered around. All of the Ben's reverted back to human. Gwen let her helmet down and spun around to see the others.

"Still don't get how you got the Omnitrix on more than one Earth," Gwen remarked, while making nanotech handcuffs to lock Mad Ben in.

"It's more common than you'd think, honestly," Ben said, rubbing the back of his head, "You're pretty talented with your aliens. Doubt I could do half the stuff you did with Nanomech or Lodestar."

"Cute. You name your aliens too," Gwen said, "I appreciate the help though."

"Gwendolyn," Vengeance said, stepping forward, "We need your assistance. The fate of the multiverse rests in our hands now."

"So, your plan of action to fight a dude who's stealing Omnitricies is to enlist people WITH Omnitricies? See, in my mind...that just sounds stupid. I don't wanna get my watch stolen," Gwen countered.

"You'll get it stolen regardless of whether or not you join us," Vengeance sternly said, "You can either be reactive or proactive. What's your choice?"

"Look, I'd love to help, but thanks to you guys coming to my dimension, Torchwick got away." Gwen huffed. "Blake was obsessing over that for weeks and I'd hoped that throwing him in jail would maybe calm her down."

"Hey, we were able to take care of his Paladin that he probably stole," Ruby offered, "That's...something, right?"

Gwen raised an eyebrow, "...you get one point there."

Ben didn't like this Gwen's attitude. Gwen was always a clever, feisty, and intelligent young lady, but when it came to conversing with Ben, she could be stubborn and sharp-mouthed. With technology like the Omnitrix, someone of Gwen's caliber would not only be justified, but practically expected, to have a large ego.

"Look, Gwen, you need to hear us out. Just let us-" Ruby was cut off by the sound of guns cocking behind them. The gang whirled around to find the White Fang, guns at the ready.

"Shit," Ruby hissed through gritted teeth.

"Stand down," Gwen said, holding her hands up, "We surrender."

"Wait, what?" 23 said, before Gwen elbowed him in the ribs.

"Play along," Vengeance said, in a low voice. He put his hands up too, as did Ben and Ruby. 23 was confused more than anything. Why were the others just giving up like this? They had Omnitricies, they could easily kick all of their asses in a heartbeat. A White Fang lieutenant glared at them from behind his face-covering Grimm mask.

"Where's Belladonna?" the lieutenant said, "That one was seen with her before the Paladin went haywire." The lieutenant's eyes may have been covered up by his mask, but he was looking right at Gwen.

"We don't know, sir. Lost her in the chaos. If she's not here, then-" a grunt spoke up.

"Find her. Taurus wants to handle the traitor himself," The lieutenant ordered, cutting off the grunt. That got Ruby's attention. Looks like he survived the train encounter in this world. She'd omit that detail when telling her Blake about this.

"If you know what's good for you...get on the ground," the lieutenant barked. The group got down on their hands and knees, as the Lieutenant stormed over. He pulled out his weapon, a giant brass dao sword. He brandished it, twirling it in his hands, and looked at the group.

"Any words you wanna get off your chest? I'll gladly send them to your loved ones," the White Fang leader smirked.

"Yeah," Gwen said, "You got something on your shirt."

"Hm?"

The lieutenant looked down at his uniform to see a red dot. He immediately knew what it was, a laser scope from a sniper rifle. Before he could even dodge, somebody shot at him. A large patch of ice suddenly smashed into his chest and knocked him into a wall.

The sniper fire continued with blasts of ice dust that took out several closest to the group. Gwen leaped into action as well, shrinking down and zipping around the area. She placed tiny explosives on the backs of several Fang grunts. Once she was clear of them, she pressed a button on her suit and detonated them, sending the grunts flying.

Elm Ederne jumped down from the top of a building and smashed her hammer down on the ground, shaking it and unbalancing more of the criminal Faunus soldiers. Elm didn't hesitate to take advantage of the chaos. She morphed her hammer into its rocket launcher form and began to bombard the area with explosives.

"Kinda overkill, but I get it," Ben commented, as the still-standing White Fang began to shoot at them. The group ducked for cover, avoiding the hail of gunfire behind the nearest car. Ben was about to transform into Shocksquatch, but then shots of dust rang out. Only, they weren't sniper shots; they sounded different, more hi-tech for lack of a better term. Neptune had appeared out of nowhere and was using his, admittedly, cool-looking weapon to fire back at the White Fang. The Fang members pulled out circular shields to protect themselves, but Neptune just scoffed.

"Cute," Neptune said, before changing his rifle into its staff mode. Ruby ooh'ed at the sight of it.

"What is that?" Ben asked, "Looks like a spear."

"That's a guandao," Ruby grinned, ear to ear, "Its more meant to disarm an opponent and deflect his strikes rather than to attack."

The White Fang troops rushed in with the intention of smashing Neptune's face in. Neptune deftly twirled his weapon around and deflected their punches. He was a master at using his staff, striking back with his spear in a flurry of stabs before lunging forward and sending more thugs flying. Neptune then quickly twisted his body for another move. He pulled his weapon close, before lashing out performing a fluid circular attack that slashed at the Fang members. immediately breaking their Auras with the power behind the swing. The Faunus to the ground, as Neptune did one last spin of his weapon.

"That dude's cool," 23 said, before humming, "Maybe I should wear goggles."

"Rex is gonna nag you for that one," Vengeance said.

"...who's Rex?" Ben 23 asked.

More sniper shots rang out and Ruby turned to see where they were coming from. She couldn't believe her eyes here. Whitley Schnee was the sniper, positioned from atop a crane at a nearby construction site

"He's good," Ruby said.

"Never thought a kid like him could do that," Vengeance hummed. "Stress tolerance, emotional stability, and razor-sharp focus are all important qualities in sniping...and he didn't have any of that in my world."

"Eh, probably in the same boat as Weiss," Ben shrugged, "But I figure because of his distance, he can only provide long range support."

"And he'll need someone supporting him quick..." Ruby noted, pointing over to the White Fang members making their way to the foot of the crane. The trio was about to go and intercept them when something flew past Ben and Ruby. Gwen's Nanomech form enlarged in size and created two powerful blasters from her hands.

"Back off the ice prince!" Gwen yelled as her blasters fired. Ben expected them to be the standard blaster, but they instead turned out to be flamethrowers, the raging flames chasing away the Fang members.

"...I REALLY need to invest time into Nanomech," Ben said, amazed. He watched Gwen block some shots with a holographic shield, before flying on up to Whitley.

"How many targets are left?" Gwen asked.

"10," Whitley said, before he took a shot, "Now 9."

"Team SBYR chase after Torchwick?" Gwen asked.

"Yep. Looked like they had him cornered and outmanned," Whitley said. "I think we have this in the bag."

"Good, good...that's one less thing to worry about," Gwen said, looking down at the alternate Bens and Ruby. Whitley took note of that through his scope as well.

"Hey, call me crazy...but are there three Bens and a Ruby down there?" Whitley asked.

"No, you're not crazy," Gwen said, flying away. She landed back down on the ground to help Elm, who was surrounded by some larger White Fang grunts. Gwen immediately formed a sharp, nanotech and holographic tech-sword.

"Careful there," Elm smirked.

"I know what I'm doing," Gwen scoffed.

"I was more warning them," Elm cleared up, before she rushed in at one of the buff Fang members. The staff on her hammer shrunk, allowing for a more 'close range' weapon. She threw her hammer at their face, and it HURT. Gwen, meanwhile, gracefully dodged around attacks from all angles. Their weapons of choice were three pronged claws. In other words, boring to basically everyone here. Gwen darted forward before jumping into the air to exploit the right opening. A White Fang member prepared to slash at her, but Gwen shrunk and wove between the slashes, flying behind the Faunus. She grew back to normal size and forced their blade down, taking the White Fang goon by surprise. The opening let Gwen land a powerful roundhouse kick to her opponent's face.

"Gwen's really good at fighting in this world," 23 noted, "Hope that dweeb makes the right decision and joins us."

"Oh, she will." Paradox said, not even getting a response from the group, it just felt normal now, "You just need to know what to say."

"Know what to say?" Ben repeated.

"Yes. For instance, something that will always win Gwen over, no matter how stubborn she is." Paradox hummed.

Gwen and her teammates finished up the battle within seconds, taking down the WF lieutenant with ease. Ben had to admit, their styles were heavily complementary to each other. He found it impressive Gwen only maintained a single transformation the entire time.

Gwen reverted back to human and scanned the area for any other threats. She let out a sigh when she saw none.

"We're clear," Gwen said.

"Great! Now, what are you gonna do about them?" Neptune asked, jabbing a thumb over to the multiple Bens and other Ruby.

Gwen grimaced as she headed towards Ben and the others.

"Look, Ben," Gwen began as she walked over to them all, "I appreciate all of you coming across time and space to reach out to me. But, no. I'm not gonna join. I have bigger things to deal with-"

"I know who's behind all of this," Ben said, firmly.

Gwen stared at him, "What?"

"I can tell you everything you need to know, to circumvent a tragedy," Ben continued, "I'll give you ALL the details...if you just help us."

"...you're kidding," Gwen said, "I'm not gonna take a handout."

"Gwen, I mean it. You're gonna NEED the help," Ben said, pulling down his shirt to reveal his chest wound, "Or else you might not get as lucky as I did."

That made Gwen's blood run cold.

"He's right, Gwen," Vengeance said, "I don't have any scars to show off, but...tell me. My eyes. What do they look like?"

Gwen hesitantly looked at Vengeance. Despite this Ben sharing the same face as the other Ben, this one looked...war-torn. She could compare his eyes to one of a battle-weary soldier.

"I...see a look of a man who's lost everything," Gwen finally said.

"That's right...and she'll take everything from you too, if you're not proactive. Now, help us save the multiverse, and you'll get your answers," Vengeance said, "Are you in? Or are you out?"

Gwen looked hesitantly back at her teammates. They all shared a look and nodded. Gwen took a deep breath, steeling herself.

"...you play dirty." Gwen sighed, as Paradox grinned.

"Blackmail wasn't my FIRST option, but this works just as well," the time walker chuckled, as he made a portal back to the ship.

"Step lively now, we have a multiverse to save."

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