Chapter Text
Psychobos's third left eye twitched violently as he adjusted the focusing lens on his cranial augmentations. A thin, acrid smoke curled from the exposed wiring of his stolen Plumber tech—some jury-rigged monstrosity he'd torn from a security droid's carcass.
"Sentimentality is a structural weakness," he hissed to no one, chitinous fingers tapping the Nemetrix's exposed core. The containment field flickered—unstable without the stolen stabilizer coil from Tennyson's primitive watch. One of his mandibles spasmed, tasting the ozone-charged air. The lab's emergency lighting painted everything in a pulsing, migraine-inducing crimson.
Behind him, a semi-digested pile of failed predator templates twitched. Their mismatched limbs fused where Psychobos had attempted to splice their biology. The stench of burning chitin made even his enhanced olfactory receptors recoil.
He activated the Nemetrix's interface with a violent stab. The holographic display shorted out twice before resolving into a fractured scan of Ben's Omnitrix—the exact frequency signature Psychobos needed. The other two were still going at each other's throats—literally—as Malware's corrupted plating screeched against Kyber's crystalline hide. Psychobos casually stepped over a detached cybernetic tendril, chittering.
"Do try not to die before I return with our prize," he mused, priming the teleportation matrix. "It would be... inconvenient. Or do. Either is a joyous outcome for me.”
The lab dissolved into static as Psychobos materialized midair above Bellwood's rooftops—his favorite infiltration route. His mandibles flexed in anticipation. A wet, organic chuckle escaped him.
Three blocks from the lab, Rook's boot cracked against Ben's ribs—or would have, if Humungosaur's armored hide hadn't absorbed the impact. The dinosaurian alien grinned, flexing biceps thicker than Rook's torso.
"Told you I'd win."
Rook barely had time to raise his forearms before Ben's tail swept his legs out—a move that would've shattered concrete, had Rook not twisted mid-fall to roll with the impact.
"The exercise was to practice grappling techniques in human form!" Rook hissed through gritted teeth, his shoulder plating scraping against the floor as he dodged a playful stomp that dented the steel beneath the rubberized surface.
Humungosaur's laugh reverberated through the chamber, rattling loose ceiling panels. "And I'm practicing winning."
He flexed, the Omnitrix symbol pulsing smugly on his chest as he towered over Rook, who was already recalculating his stance—not for offense, but to minimize collateral damage when Ben inevitably overcommitted. Across the observation window, Magister Tennyson's frown deepened as he scribbled notes on a cracked datapad, the screen flickering with each tremor from the training floor.
"You rely on it like a crutch," Rook shot back, feinting left before vaulting onto Humungosaur's back—only for Ben to deliberately roll sideways, crushing Rook beneath his bulk with a playful roar. The impact knocked the air from Rook's lungs, but he managed to wheeze out, "If the Omnitrix shattered tomorrow—what then? Would you even know how to throw a punch as Benjamin Tennyson?"
Ben's grin faltered for half a second—just long enough for Rook to notice. The Revonnahgander twisted free as Ben shrunk back to human form, sweat-darkened hair sticking to his forehead.
"It's never failed me," Ben said, but his fingers brushed the watch's dial unconsciously, like checking for a pulse.
Across the room, Max's datapad beeped a low battery warning. He didn't look up from the notes he was taking—strategic weaknesses circled in red—when he said, "Every system fails eventually, Ben. Even Azmuth's."
Ben scoffed, rolling his shoulders. He turned back human. "Yeah, well, if the Omnitrix fails, you'll get to say 'I told you so' over my melted corpse."
He shot Rook a grin that didn't reach his eyes. "Till then, who's up for nachos? I hear the cafeteria synthesized something almost recognizable as cheese today."
Rook opened his mouth—likely another lecture about discipline—when the base's klaxons shrieked to life, drowning him out. The emergency lights bathed them in a strobing crimson that made Ben's teeth ache. His human ears caught the distinct *hiss-crack* of Plumber tech overloading somewhere three levels above them—too precise to be random equipment failure.
The command center's reinforced ceiling blew downward before they could react. A hail of shrapnel embedded itself into the opposite wall—along with Lieutenant Steel, who slid down the steel plating with a groan. Through the smoke, segmented metal bodies uncoiled from the ceiling vents like obscene party streamers, their photoreceptors locking onto officers with predatory focus.
Psychobos dropped through the breach on a screeching hover-platform. The doctor's spindly limbs moved with grotesque precision, his rear cephalic appendages pinning Ben's wrists against the floor before the teenager could slap the Omnitrix. Psychobos's third eye dilated—not in triumph, but clinical detachment—as a surgical laser extruded from his brain, slicing into the watch's housing. The Omnitrix sparked violently, its casing warping under the laser's precision. Rook's Proto-Tool whirred to life mid-leap, but Psychobos twisted away, tossing Ben aside like a discarded toy.
The component glowed between Psychobos's chitinous fingers as he kicked off the floor. Rook's energy net caught only air, singeing the hem of the doctor's hover board. Psychobos didn't smirk. Didn't taunt. The act of theft required no commentary.
The moment the component left the Omnitrix's housing, Ben felt it—a jagged, consuming wrongness. His wrist hurt. His bones hurt. The watch's outer casing cracked in fractal patterns as if something inside had grown too large for its shell. A soundless scream tore from Ben's throat, his back arching violently. The green energy surged outward, reaching tendrils grazing Rook's forearm.
Where it touched, Rook's fur stood on end—then darkened—then thickened. His shoulder plates clicked and expanded, his spine elongating with grotesque pops. He staggered forward, suddenly towering over confused Plumber officers. His new claws—too many, too sharp—scrabbled at the containment field trapping Ben. The energy burned him, left smoking trails where it licked his unfamiliar flesh.
Ben's pupils had swallowed their irises. He hissed through clenched teeth, "Help—the—team!"
Each word came out garbled, warping like his body. The Omnitrix's casing peeled away entirely now, dissolving into liquid metal that crawled up Ben's arm, fusing with his skin. The armor formed patterns Rook didn't recognize—old patterns. Older than the Omnitrix. Older than Azmuth.
Rook tried to respond, but his jaw clicked wrong—his vocal cords weren't built for speech anymore. He turned, claws gouging furrows in the floor as he lunged at the nearest robotic serpent. Its photoreceptors flared blue, scanning the new threat with mathematical precision, right before Rook's talons crumpled its head like paper. The severed neck sparked against his chest plates, the smell of burning circuitry sharper than he remembered. His stomach lurched—not from disgust, but hunger.
Blukic and Driba barreled through the wreckage, their cart piled with plasma grenades and sonic disruptors.
"Incoming!" Blukic yelped, lobbing a grenade underhand. It bounced off Rook's newly armored knee—he swatted it away on instinct, sending it spiraling into a cluster of robotic snakes. The explosion painted the walls in molten metal droplets that hissed where they landed.
Driba shrieked, clutching a disruptor like a lifeline.
"Why does everything smell like blood now?"
Rook wanted to ask, but his tongue was too thick, his saliva burning like acid.
The robotic snakes died in waves—first convulsing mid-strike as a lucky shot fried their gyroscopic stabilizers, then collapsing in metallic heaps when Driba overloaded their shared frequency with a sonic pulse. Their corpses twitched unnervingly, segments still flexing as if the programming didn't realize they were dead. One officer stomped on a detached head three times before its photoreceptor finally dimmed.
Ben's scream cut through the carnage like a blade. His fingers dug into the floor plating, bending steel like taffy. The Omnitrix's liquid metal crawled up his neck in jagged runes, fusing with his collarbone—not armor, but something older.
The air around him warped, shimmering with heat haze as his ribcage expanded with a sickening crack-pop-pop. His t-shirt split down the back, the fabric blackening at the edges like charred parchment.
Ben gasped—or tried to—as his esophagus elongated, his Adam’s apple bobbing grotesquely against the new hollow of his throat. His jaw realigned with wet clicks, his canines sharpening into points that pricked his lower lip. Blood welled, copper-bright on his tongue.
Above him, Rook’s unfamiliar muzzle wrinkled in alarm. Ben saw himself reflected in the black mirrors of Rook’s widened pupils: elongated face, threaded with veins of glowing green where the Omnitrix’s tendrils had burrowed beneath his skin. His hair, once cropped short, now lashed against his back in a tangled curtain, the ends singed emerald where the energy had kissed them.
The blast tore downward through three sublevels before anyone could react. In Cell Block Gamma-9, Liam’s (a Cuccoian) beak split vertically with a wet crack as jagged, reptilian plating erupted from his feathered shoulders. His squawk warped into something guttural—half avian shriek, half rumbling growl—as his talons thickened into sickle claws capable of rending reinforced steel.
Psyphon’s (a Reaper-Sapien) transformation was quieter but infinitely more disturbing—his ribcage inverted with a wet crunch as violet-tipped spikes erupted along his spine like a grotesque spinal crown. His elongated fingers curled inward, darkening to obsidian as hooked talons punched through his fingertips. The air around him shimmered with unnatural heat, warping like asphalt in a desert mirage. When he exhaled, smoke curled from his nostrils in lazy spirals, the scent of sulfur clinging to his mutated form.
Across the cell block, Bubble Helmet (a Shrimpord) thrashed against his containment field. His centipede-like segments bulged unnaturally, armored plates splitting apart as iridescent wing-like fins unfurled with a sound like tearing silk. The wings pulsed with bioluminescent veins, casting eerie shadows as his mouth elongated into a narrow muzzle capable of shearing through plasteel. When he shrieked, the frequency shattered nearby light fixtures—glass rained down in jagged shards that pinged harmlessly off his newly hardened scales.
Fistina's transformation was the most violent. Her cybernetic enhancements screeched in protest as organic tissue overwhelmed them—her metal arm plating cracked open like an eggshell, revealing muscle fibers darkening to bruised purple beneath regenerating skin. Spines erupted along her spine, each one glistening with a venomous sheen as her synthetic tendons snapped and reformed with grotesque elasticity. Her organic eyes rolled wildly before the pupil split vertically—a predator’s slit dilating in the dim light. When she lunged against her cell door, the reinforced material groaned, buckling inward under the force of her mutated strength.