Vilgax marveled at his handiwork. He laughed like he never laughed before, letting his evil deed become a beacon to those nearby that know not of the danger he can be. "What a pitiful fool. Sacrificing your life for some fool, who stoked the fires of which my passion, my hunger, my yearning for the Omnitrix's power in the first place!" Vilgax spat in the direction of where Scott's body had careened towards. "Pathetic. That is the consequence of being a hero, foolish human! You should've known you were outclassed from the beginning. But, enough of that, time to claim the device I beheld so long ago. Say your prayers, Ben Tennyso-" Vilgax looked down, noticing that not only was Ben not there anymore, but the insect that stood with the human he just swatted away, was also missing.

Vilgax leered down at the darkness below, roaring out in a fit of rage.

***

Back on the ground floor, the other side of the room was abuzz. Exos and his brothers watched Ben, noticing him stirring and beginning to awake. "Oh man... feels like I got hit by a whole building," Ben said groggily, rubbing his eyes. He stretched and cracked a few parts of his body as he looked up, only to be immediately terrified by the three changelings watching him. "Ahh!! Giant mutant bugs!!" Ben exclaimed, rolling backwards as he got ready to activate the Omnitrix.

Exos stepped in front of Ben Tennyson, shielding him from his brothers, and vice versa from the hero. "Do not attack, and do not panic, we are not your enemies. Just wayward souls, who became pawns in a grander plan. One of your own, they are injured, they may require extensive and immediate medical aide." Exos stated.

Ben raised an eyebrow. "My cousin's hurt? She must've dropped her guard and got attacked, but even so..." Ben wondered, still keeping his fingers hovered over the device on his wrist.

The changeling on Ben's left, Tennae, they stepped forward. "Not your blood, a plumber. An ally who gave Exos time to hide you. The monster you call Vilgax, made immediate and devastating work out of them. They crashed somewhere down here, and by the sounds of what happened before we hid you, it sounded like this 'Scott Baristo' was dealt a fatal blow. You humans are fragile creatures, but full of surprises. Living a blow like that, and surviving the landing, I doubt is one of those surprises." The changeling explained.

Ben took a moment to let this information sink in, but he never heard of anyone named Scott before, but Vilgax was definitely in for a devastating beating now. "Did he say who he was affiliated with?" Ben asked.

The changeling on the right, Mandible, stepped forward. "He was one of the Plumbers, as told to us by Exos, the one who was with that human and quickly hid you away with Vilgax distracted by the human's sacrifice, looking for whatever Vilgax was after." Mandible stated.

Ben's eyes widened, he growled out of irritation. "He is after some sort of knock-off based on your device, Ben Tennyson. It's unclear as to where exactly this device was being kept, but Vilgax will probably want to deal with you, before you can stop him from acquiring it." Exos explained.

Ben frowned at those words. He activated something on the watch and began to speak into it. "Omnitrix, do an automatic search through plumber records for a Baristo, Scott." Ben stated.

The Omnitrix chirped and a small holographic list began to churn through several bits and pieces of information. It then stopped on the file, labeled Baristo, Scott. Ben tapped on the file. "Let's see here... youngest student enrolled, travesty before enrollment, served all of last year to do his job... kid's quite the worker," Ben scrolled down further, reaching a key point in his file. "Scott Baristo was turned into an orphan by age nine. Five years ago, around the time Ben Tennyson's identity was leaked to the public, nine-year-old Scott Baristo told the earth authorities that three human-shaped fly-like creatures had..."

There was a pause. Ben's words caught in his throat, but he knew what happened next. He was impressed, knowing someone so young could go so far, but he wondered why he was here, specifically. By that point, he stopped reading, focusing on the three insects that stood before him. "So, what are you three about?" Ben inquired.

Exos cleared their throat. "Scott Baristo, he was familiar with our species, just not by name. He claimed that we were the ones responsible for the untimely end of his family. In reality, we were pawns of a grander plan, one that had no involvement with his family, or Scott himself. We initially just wanted to go back home and report back to our queen, but we've been trapped on your world for a good year and a half, we know nothing of the years prior," Exos stepped closer to Ben, taking a knee. "You are an impressive and kind-hearted human, Ben Tennyson. Scott's words of praise in your name, they show a rather enthusiastic sense of aspiration for your heroics." Exos stated.

This was a lot for Ben to take in, but he didn't have much to contribute. Soon enough, he noticed a yellow glow coming off of the Omnitrix. "Something tells me I know what this thing's gonna start yapping about." Ben remarked.

[Uncatalogued DNA Detected.] The Omnitrix chirped. Before the changelings knew what happened, a yellow beam of light passed over Exos. After a few seconds, the light soon diminished and the Omnitrix beeped again, showing off a holographic icon of a changeling. [Unknown DNA sample acquired. Scan complete. Changeling DNA is now accessible for transformation in primary playlist.] The Omnitrix soon returned to being inactive, leaving Ben quite surprised. "Huh, I guess I can become one of your species now. What can you guys do anyway?" Ben asked.

Tennae was the first to explain. "We can utilize magic to shapeshift, we can look like anything, or anybody. On top of that, we can spew a sticky resin, which makes it easy for combative purposes, and for hunting prey. We can fly, thanks to our wings, and we feed off of emotions. The more emotions we drain from an individual, the more they will be weakened." Tennae explained.

Before anything else could be asked, the lights that had been darkened this entire time, soon flickered back on. The mess that had been created in the shadows was evident, and Ben winced at the sight. "Yeah, Baumann's gonna be on my ass for this one, I know it." Ben joked, a small smile forming on his face.

Vilgax landed on the ground, glaring daggers at the alien, as well as the three insectoid creatures. "Pests, the lot of you! Get out of my way, the Omnitrix is mine, do you hear me?! Mine, and mine alone!" Vilgax roared out.

Ben cycled through his transformations, and pressed down on the watch. In a flash of light, he had become one of his classic transformations. A tall red bipedal man with tons of muscle, and four arms. He wore no shirt, but did wear a green sash with the Omnitrix's emblem on it. He had a white belt and black pants, all while he cracked his knuckles, all twenty of them. This was the Tetramand form that Ben affectionately called Four Arms.

"If you really want a piece of me that bad, then let me give you a hand... or four!" Four Arms remarked with a grin.

Vilgax roared out, firing lasers from his eyes. The changelings scattered, while Four Arms shielded himself from the attack. Another flash of light then showed another alien, one that was just as nimble, as it was annoying to deal with.

It was a small blue four-armed monkey, it had six green eyes and constantly leapt around. It wore black pants and had the Omnitrix strapped to its chest. This was what Ben referred to as Spidermonkey.

The monkey shot a huge glob of white webbing at the conqueror, which only infuriated Vilgax even more. "I'm going to skin you alive, slowly and in pain, Tennyson!!" Vilgax threatened.

Spidermonkey clung to the wall, staying as far up as he can. "And someone should've taught you to play a bit nicer. Seriously, was knocking me out the best plan you had?" Spidermonkey remarked.

They leapt off the wall, only for another flash of light to envelop them. This next alien was something rather new, but also pretty familiar. It looked like a giant bright sickly green pufferfish. It had black pants, a green belt, and the Omnitrix was located on top of its forehead. This was an alien that Ben called Spitter.

The alien inhaled and spewed out a sickly green liquid right down at Vilgax, who dodged out of the way, only to be met by a sudden glow of green flames. Vilgax turned around, only to go wide-eyed, seeing Four Arms, Spidermonkey, and another him leering at him. Vilgax roared out and threw a punch, staggering the fake him, until Four Arms and Spidermonkey tackled him, attempting to pin him and keep him still. He struggled hard, and finally managed to shake them off, causing the changelings to change back to their normal form.

Spitter landed on the ground, letting another flash of light transform him. This next alien was recently acquired, practically brand-new. He was a tall black bipedal insect, very reminiscent of a horsefly. He had holes riddled throughout his body, which was covered in a sleek black chitin. He had a set of ant-like mandibles, as well as a set of mangled fluorescent green wings. His fingers and toes became claws and talons, and the Omnitrix was embedded into the left pectoral, right where the heart would be located.

The changeling cheered. "Yeah!! Looks like I'll get to try out this new guy after all! Not sure what to call it, but for now, I think Wallflyer has a nice ring to it!" The changeling remarked.

Vilgax growled, firing lasers at the insect. Wallflyer constantly zipped around and would cautiously let some of the stray beams pass through the holes in his body. "Never thought I'd say this, but for once, I'm glad I'm riddled with holes!" Wallflyer quipped.

He flew in fast, striking Vilgax in the face as he flew out of his reach. The changeling repeated this process a few times, but was eventually grabbed by the leg, seeing Vilgax grip onto his ankle as he aggressively slammed him against the floor, as if he was trying to actually smear the changeling hero on the ground. Vilgax slammed the alien against the ground several times, and it was clear that this was getting to be a lot of trouble. Once the physical beating stopped, Vilgax pinned Wallflyer under his foot, knocking the wind out of the changeling, and fired his lasers onto the hero at close range.

It was a vicious and aggressive display, but soon, the onslaught came to an end. Wallflyer couldn't move, he felt as if his entire body was on fire. Before he could try moving, Vilgax reached down and grabbed hold of the Omnitrix's badge. He pulled at it, causing the device to let out several noises, and causing it to spark with green electrical energy. Wallflyer hissed and cried out, only to spew resin into Vilgax's face. Vilgax recoiled, letting go as he attempted to pull the substance off his face.

In a flash of light, Wallflyer turned back into Ben, who struggled to get back on his feet. He felt sore, but that was always a good thing to him, it reminded him that he was alive. "Man, I'm gonna feel all this tomorrow." Ben groaned.

He crawled his way to the collapsed shelves and crates, sitting up behind one of them, in hopes that once Vilgax can see again, he'll assume he left. Ben tries to activate the Omnitrix again, knowing he might have to take things up a notch, but before he can try and transform, the Omnitrix suddenly locks up. Ben grumbles, getting frustrated. "This is the definitive version, and yet it continues to piss me off. What's the problem now?" Ben wondered.

[Unknown Omnimatrix energy signature has been detected. Unknown Omnimatrix unit is nearby.] The Omnitrix chirped.

Ben was surprised, but at least he had an idea of what this meant. "Couldn't be the Nemetrix, I know it isn't Albedo, it can't be an alternate me... must be that knock-off Omnitrix that squidface is after. If he can't have the original, then he's willing to settle for a cheap copy." Ben said.

He got on his stomach, looking past the various small gaps between the shelves and crates, and he did see some kind of bootleg Omnitrix, but it looks like someone else ended up getting it stuck to them instead. "Oh man... well, at least Vilgax didn't end up with it," Ben slowly wormed his left arm through one of the cracks, and positioned the Omnitrix in a manner that focused on the unconscious man's face. "Ok Omnitrix, can you run a scan and use facial recognition to identify this guy?" Ben asked.

[Request Acknowledged.]

The Omnitrix showed a holographic green screen that focused in on the man's face. His eyes were closed, the left side of his body looked bent, broken, disfigured beyond repair. After a few scans of the man's face, the Omnitrix immediately began the search. Ben pulled his arm back and kept a lookout for Vilgax, noticing that he was now being distracted by the changelings.

[Facial recognition scan complete.] the Omnitrix pulled up a list of details, along with a photo for comparison. [Scott Baristo, Cadet Rank. Ben 10 Fanboy. Plumber Academy Graduate. Highschool Drop-Out. Wielder of Unidentified Omnimatrix Unit.] the Omnitrix listed off.

Ben looked through the cracks, noticing a plumber's badge that now rested inches away from his body. Ben tried to transform again, but was immediately cut off by the sound of another voice.

[Initializing Fail-Safe Protocol...] A calm synthetic digital voice spoke out.

Ben's eyes went wide, looking towards the sudden increase of brightness from a green glow emanating from the Omnitrix-like device. "Oh man, that's not good." Ben stated with concern.

***

Exos, Mandible and Tennae looked like they had seen better days. Parts of their body were breaking, they could barely stand, and they seemed drastically weakened. "Now, I'll make sure you insects stay out of the way. Prepare to--"

"Get down!!" Ben exclaimed. In a flash of light, Ben was replaced by a lean blue bipedal reptilian creature. It had black claws, a black helmet, a tail, a green stripe going down its chest, strange ball-like spheres on its feet, and the Omnitrix on its chest. This was Ben's Kinecceleran form, XLR8.

The form moved like a blur. Before Vilgax knew what happened, the three changelings, along with XLR8, were gone, with a blurry blue trail leading back to the main market area. Before Vilgax could chase after them, a sudden pillar of green light caught his attention. The shelves and crates had been blown back, all while Scott's body was suspended in the air by an unknown force. Something began to spark and crackle on his right wrist, and Vilgax could only tell from a glance that it was what he was looking for.

Vilgax growled, scowling at the oblivious human. "You!! That's my Omnitrix, you pitiful piece of human scum! Hand over what rightfully belongs to me, or else death is what you will get in kind!" Vilgax threatened.

Scott couldn't give an answer, but the device attached to him responded, in a way. In a flash of green light, Scott's body transformed into a humanoid-shaped figure, but then it became an amorphous alien made out of some kind of sludge. Vilgax couldn't tell what was happening, but Scott's body constantly changed back and forth between the two transformations at a rapid rate, almost asynchronously.

Suddenly, Scott was returned to normal. He still hovered in the air, unaware of what has been happening. The device then responded again.

[Fail-Safe Protocol succeeded. User preservation has been accomplished. User diagnosis has been completed.] The device chirped.

Vilgax growled. "I won't be ignored! Hand over the Omnitrix, human! Now!!" Vilgax commanded.

Scott didn't respond, but instead, the device on his wrist, gave another response. The device cycled back and forth between two black icons of a humanoid shape, and an amorphous sludge creature. It did this for a solid minute and a half, only to then return to its inactive mode.

[Attempts to sync with Primus have failed. Attempts to sync with Prime Omnimatrix Unit have failed. Diagnostics show no problems with internal or external software and hardware. Attempts to contact creator have failed. Current setting is already occupied with Omnimatrix unit wielder.]

Scott slowly began to come back to reality. He felt weird, it was like he died, feeling nothing. But then, he suddenly felt life constantly shift through his body, and it felt as if he was brought back from the dead. He felt a familiar soreness in every part of the left side of his body, but nothing felt broken, or in pain. In an ironic way, it felt unfamiliar.

Scott noticed one thing, the fact that no ground was beneath his feet, yet he didn't seem to move. His eyes snapped open, filled with terror and confusion. "What the hell is going on?!" Scott exclaimed.

Vilgax growled, roaring out in a fit of rage. "I've had enough of these blasphemous games! If you won't listen, then I'll take it by force!" Vilgax roared out.

Before Scott could try to defend himself, the device that attached itself to him began to glow. Scott looked back at Vilgax, whose eyes were glowing a bright red. "He's gonna shoot me out of the air, and I can't move! Why did I even bother trying to go on vacation if this was gonna happen! I love my job and all, even with how chaotic it can get, but stuff like this? It's too much! I want to get out of here, I don't care where!" Scott exclaimed, panicking as Vilgax fired off one more laser blast from his eyes.

It was weird, it was like the world had begun to slow down, all except for Scott. He looked down, seeing Ben and his friends running in, trying to stop Vilgax. He saw the bright red beams getting closer and closer, all the while, the brightness around the watch got to the point where Scott couldn't tell how close the beams were getting.

As Scott closed his eyes and braced himself for the end, the device on his wrist reacted and began to glow brighter. [User Request has been Acknowledged. Activating: Displacement Protocol...]

Scott was confused, but he was more terrified. 'Displacement Protocol? What's that supposed to do?' He thought.

A bright flash of light enveloped him. Scott saw the world he once knew devolve into a wormhole full of vibrant colors and hard to look at patterns. It felt as if his body was being flung every which way, but it also felt completely still and stiff. He wanted to scream out, but with how his body felt, combined with the speed he was being flung at, it was already hard enough to keep a coherent thought together.

Scott managed to muster out one scream. A scream that would haunt even him to his dying day. The whole world went white, and Scott eventually lost consciousness.

[Equestria Outskirts; 2 months before the Summer Sun Celebration]

A portal of white light opened up, and from above, Scott's unconscious body crashed right into the soft grass-covered ground, within a small and secluded wooded area. The portal in the sky above immediately closed, indicating that this was a one-way trip. Scott's body remained motionless, all while the sunset finally came down, and Scott would end up alone, within the cover of night.

Author's Note

A bit of a minor change at the end, you'll see why in a later chapter.