https://youtu.be/36z8vhb0yw8

Bellwood looked different from how Ben had initially perceived it when he first came here. 

It was like looking at a very twisted mirror through which one could only see a distorted version of the truth. or looking at things through a concave lens that was just a little screwed up and made you feel drunk. 

Overall you could see the familiarity beneath the chaos, but overall it had changed for the worst.

"What the heck?" Ben muttered as he stared at the scene before him. 

The sky scrapers had seemingly twisted themselves into grotesque forms, starting out as normal buildings near the bottom before the stone, metal and glass twisted and sculpted themselves into the appearance of tortured humanoids, reaching their towering arms to the sky in pain, anguish on their barely legible featured faces. 

the color of everything seemed to be eroding into a blackish rot as if somebody had tried to put the city in a toaster and cooked it just a bit too long.  And then there was the ghostlike tendrils covering various areas like a sickness... and the massive purple eye staring down through the clouds.

As Ben and Erice followed Serena to the center of the city, Erice pointed at a few walls where strange writing in mysterious runes had been carved. "Look, it's R'lyehian"

"What?" Ben muttered.

"The language of the Outer Gods. Ophelia showed me a few phrases in the language." said Erice. What's that doing in your head?"

Ben narrowed his eyes. "That kinda looks like the language of Ectonurites."

"Ben.." Erice murmured.  "What do you think Zs'Skayr is? Really?"

"An evil alien overlord." said Ben. "One who got trapped in the Omnitrix."

"Or perhaps its just his Avatar that's trapped, and the rest of him is in the Dreamlands.." said Erice.

Ben stared for a moment. 

"It wouldn't be the first time an Outer God created their own race." said Erice quietly. "Worshippers for their throne. Ophelia mentioned this while you were.. taken over.. Zs'Skayr mentioned the Outer Gods like he knew them... Ben.. I think.."

"I know he is Erice." Ben said calmly.

"What?" Erice whispered. 

Ben grinned as sweat poured down his face and his hands began to shake. "This isn't like last time anymore. This isn't as simple as taking out a Sun Gun or pulling the curtains back on a window..  or even just saving an enemy's planet from ghosts...  he was always bigger than anything I ever faced before.. I was just naive enough not to believe it till he nearly made me kill Ophelia."

Ben looked at Erice, as if barely managing to keep his smile up. "I.. I wanna keep acting like everything is going to be okay.. but.. I'm scared this time Erice."

Erice smiled and took Ben's trembling hand in hers'. "Everyone's scared when they have to look inward Ben. Not knowing what's in there and fearing it, is part of being human. "

Erice pulled Ben along with her as Serena watched with slowly widening eyes. 

"But nobody needs to face what's inside alone. That's why I'm here. That's why the Omnitrix is here." said Erice. "We're all here with you.."

Ben's hand became firmer as he stopped shaking, and his face turned determined..  "Everyone is with me huh?"

Ben stepped forward, as he put one foot in front of the other, his hand holding Erice's, Serena followed closely. 

"We are going to die.." Serena whispered. 

"No.. we're not." said Ben. "This is my mind, and I decide who goes in and out..  isn't that right? Bellicus?"

Bellicus stood in the center of the street leading to the absolute center of the city itself, his face serious as he folded his arms, glaring.  

"I don't think you got the message last time." said Bellicus. "There's nothing for you here anymore. Leave."

Ben just grinned as he stepped forward. "Make me.."

Bellicus's eyes narrowed as a shockwave erupted from him. 

"ULTIMATE HUMUNGOUSAUR!!!"

Ultimate Humungousaur stomped forward, looming over Ben. "I see then. I suppose you wish for another beating.."

Ultimate Humungousaur raised his fist and hurled it down at Ben for an absolutely devastating punch. 

"WAIT!" Serena cried out. 

 But right before the punch landed, Ben held up his hand and slammed it into Ultimate Humungousaur's leg. 

"SHEEEN!!" Ultimate Humungousaur went slack, as if he were a mech missing a pilot, as his back glowed and Bellicus was sent flying from his body. 

Bellicus stared with shock at the silently standing Ultimate Humungousaur "Wh-what!?"

Ben stepped forward and slid his hand further inward, as he seemed to phase straight into the evolved alien's body, until he was all the way in.

Ultimate Humungousaur's eyes glowed green as Ben's consciousness took over and he turned to look down at Bellicus. 

"No.. NO THAT'S NOT-!!" Bellicus roared. 

"You're me Bellicus. The Ultimates are me.. I decide what they do." said Ultimate Humungousaur. "I decide 'how' they do.." 

"They are a weapon!! A manifestation of anger and hatred and war!! They don't belong with her!!" roared Bellicus. "They belong with me! With US!!"

Serena lowered her head.

Ultimate Humungousaur sighed. "You don't get it yet. I don't hold that against you, took me a bit to get it too.. hell I only just now started to get it overall."

"ULTIMATE SWAMPFIRE!!" Bellicus transformed once more, and the plant like evolved alien hurled its hands forward, firing a massive blast of blue fire.  

Ultimate Humungousaur sidestepped the blast as it raged down the street. 

Ultimate Swampfire leaped into the air and hurled a blue flaming punch down at Ultimate Humungousaur.

Ultimate Humungousaur caught the punch as an explosive blue shockwave erupted in his grasp. 

"WHAT'S THERE TO GET!!!?" Ultimate Swampfire roared as he struggled in the dino alien's grip. "These are forms born through the worst case scenario, through war..  and that's what this is.. a war! The world can't be saved through fun and games! You understood that!! That's why you entrusted these forms to me!!!"

"I get it.. I do.. When you become angry, when you become desperate to survive." said Humungousaur. " You use more power. You go ultimate. "That's who we always used the Ultimates. But remember when we used Ultimates for something else? Remember that form you're using now? when we used it to help out Ophelia? "

"And that makes things better?!" roared Ultimate Swampfire.

"I don't know. But it's not the tool, it's the person using the tool. That's why Azmuth let us keep the Ultimates even if functionally it worked against the Omnitrix's purpose." said Ultimate Humungousaur. "Every tool can be used, and every tool is part of what makes us work. Serena too. Because I can't do a job alone."

There was a flash of light as Ben returned to human form, letting go of Ultimate Swampfire.

"When we are at our darkest.. we desire to be alone." said Ben. "That's what makes the Radiant War so evil. It draws out the darkest part of ourselves and forces us inwards so we can continue to fight and entertain.  But we never did anything alone did we?"

"Grandpa, Gwen, Kevin... they were there because without them we were weak.. we were her!" Bellicus growled as he returned to human form in a flash of light, pointing at Serena.  "We let fame get to our heads, we thought of everything as a game."

"No.. we always knew it wasn't a game." said Ben. "We joked sure.. cause it hid the fear. But its true, that we did have fun. Maybe we weren't perfect. Maybe too much of it is very bad. Cause you're right it's not a game.. but if you can't enjoy your job, if you can't learn to let others in instead of shutting yourself away beneath the surface of a grueling, demanding profession like ours.. then we'll break down, and that's when guys like Zs'Skayr jump in."

Ben held out a hand to Bellicus. "Serena isn't just my immaturity Bellicus. She's my hope. She's what keeps me grounded."

"B-Ben..." Serena whispered as tears welled up in her eyes.

"THEN WHAT AM I SUPPOSED TO DO!?" roared Bellicus. "Are you just going to TOSS ME ASIDE!!!?"

"No. There is such thing as too much. I need you too to keep my eyes on the reality of the situation. Like you said, it isn't a game. Sure I want to enjoy my job, but at the end of the day the reality is that lives are in my hands. You're there to make sure of that." Ben said. "Toss you aside? Toss either of you aside? No.. I'll never do that.. but in the end, the two of you are not the pilots. I am."

"Sh-shit.. I don't know if I can become that standard which you've put in." Bellicus moaned. "I.. I.. I don't think I can be you. "

"You can." said Ben with a grin. "Cause in the end.. you are me. Just like every alien in this Omnitrix. The Ultimates were the result of war, but that doesn't me they can't be used for peace. You may be the being of anger, but I intend to be angry for the sake of others.  I need you for that Bellicus."

Bellicus chuckled. "Huh, you've grown a bit haven't you?"

"No, WE've grown a bit." said Ben as he took Bellicus's hand. 

"Hmph.. I guess you've got our support.. hero.." Bellicus murmured as he shimmered away in a flash of gold and green sparkling light.

Serena smiled as she took Ben's other hand. "I... I guess I could stand to tone it down a little bit, if in the end we're still helping people.."

Serena vanished in light as well.. 

For a moment, there was silence as Erice walked over to Ben and placed a hand on his shoulder. "You good?"

Ben nodded quietly. 

"Lets go.."

Ben took Erice's hand once more, and the two of them continued to walk towards the center of the city. 

"Hey Ben.." Erice whispered. "You ever think about what we'll do after you find us again, and restore our memories?"

"Hmmm.." Ben murmured. "I think I'd like go camping."

Erice snorted. "Really? That's it?"

"Yeah, a big group camping trip. Just a tent, some outdoor activities, some fishing.. that's pretty much it." said Ben.  "What? Is that weird?"

"Naw just... it definitely seems the most you that's all." said Erice. "You've fought alien overlords, defeated bad guys, saved the day. But at the end of all of that you're still just some teenage boy somehow. I think Serena's importance when you think about it all was.. she managed to help you retain the essence that was 'normal non-hero Ben'."

Erice clutched her chest. "Sometimes I wonder if normal Erice is still in there after I got these powers... or if she ever even existed before."

"She does." said Ben. "I know, cause I see her every day, and she's my best friend."

Erice blinked and then smiled a little.  "Careful.. Ophelia will get jealous. And you haven't confessed to her yet."

Ben blushed. "Yeah.. not entirely sure how I'd go about that."

"Just say you love her and that's that." said Erice. "She doesn't want anything complicated. She's a super model level beauty that's been alive for 10,000 years. I think she's seen it all to the point where she's not particularly picky about asking out on a date. "

"You're probably right." Ben said. "So first date.. then.. Radiant Seven Camping Trip! I'll even invite Kevin and Gwen."

"Heheheh, sounds like a promise. You better keep it." said Erice.

"I will." said Ben. "I have to."

Ben stopped in his tracks, and glared forward. "Well.. we're here."

In the central square of the city, was a massive tree-like rotting gray flesh-structure comprised of fleshy roots. 

The roots formed together into what appeared to be a massive throne that towered like a two story building..

And sitting upon it.. was a familiar creature from Ben's past nightmares.

Gray rotting skin draped over a skeletal body, legless except for a long ghost-like tail..  both hands possessing long terrible dagger-like claws.  His head was a mishapen demonic skull with one purple eye, sitting upside-down upon his hunched spine... and slimey black and white striped tentacles slithered in and out of the being's chest. 

"Ahhhhhh.. welcome back Tennyson." said Zs'Skayr with a freakish upside-down grin. "Hmmm? Wait.. you're not here anymore.."

"What are you talking about?" Ben said. "I'm right here freak."

"I was talking about the real you.. The angry one. I liked that one. Me and him got along just fine.." Zs'Skayr muttered, resting his head on his hand as he leaned back on the throne, which seemed to exude a chilling aura.  "At the very least I was hoping I'd get to have another thrilling discussion with him."

"Too bad." said Ben. "You got me instead."

"That's right." said Erice quietly. 

"Oh? Now who is this? She's new.. oh right one of those seven friends You've made of late." said Zs'Skayr with a chuckle. "I was so delighted to get to know you all.."

"I imagine so." said Erice. "You won't be delighted for long though."

"No.. I believe I remain delighted in spite of everything." said Zs'Skayr.  "After all.. you are all my pets now.."

"Are you sure it was that sort of relationship? Zs'Skayr?" Ben asked. "Or should I say... Ghostfreak?"

"What are you talking about?" Zs'Skayr chuckled. "Ghostfreak was you the whole time, using the DNA of an ordinary Ectonurite.. one of my creations.. why don't you stop talking about me as if I was you..?"

"Maybe because you liked being me.." Ben said.

Zs'Skayr narrowed his eye for a second. "Hmmmm?"

"I always wondered you know." Ben muttered. "Especially now. I always knew you were powerful, obscenely powerful. Even more than Vilgax who needed the Power of 10 heroes he conquered to even match against you.. and still lost.  Why do you always end up trapped in the Omnitrix?  And even after freeing yourself , you always sought to take the Omnitrix by merging with me.. not removing the Omnitrix yourself, but merging with me and taking it.. why?"

Ben sighed. "You really can't live without me can you Zs'Skayr, can you? Because at some point down the line, the thing that happened to Sephiroth and Yog Sothoth.. to Nia and that girl whose form she took.. happened to you.. didn't it? You are me..  but the only difference is.. at the same time I'm still just me, while you're both you and me.. and you hate that.."

Erice's eyes went wide. "Ben..?"

Zs'Skayr's teeth clenched as his eye went wide with fury. "Ben... Tennyson you..."

Zs'Skayr clenched his throne furiously, his claws digging into the grayish flesh that comprised as the world began to tremble. "You think.. that I wanted to be this way?"

"From the moment I first transformed into Ghostfreak.." Ben whispered. "I always felt a little freaked out when I became him.. but I never felt like I wasn't me.. ever.. no.. it just felt like there was a little more to me than usual.. just like it always was when I was an alien..  Because I was me.. and nobody else.. you were me.. The Omnitrix did what Nyarlatothep did with that girl she met long ago.. it turned us into a Mortal Outer God Fusion.."

"YOU SHUT YOUR MOUTH!!" Zs'Skayr spat as Ben began to step forward confidently. 

"But the fusion isn't complete." said Ben. "We aren't completely one.. because the Omnitrix exists on almost every Ben Tennyson in the Multiverse, and there's only One Zs'Skayr. You've met all of us.. every one of us, where you met the same fate in Every Version of our reality. As An Outer God, you're connected to every Ben Tennyson.. even though Yog Sothoth only ever merged to one Sephiroth.  I can feel it.. every time I talk to you.. every time you get in my head.. like I can hear every other me in the Multiverse. You're not just in my head, you.. are in ALL our heads..  And as long as we aren't a complete part of you.. you can't feel complete."

"HOW DARE YOUUUUUUUU!" Zs'Skayr screamed so powerfully, that the entire city shook, and the skyscrapers all exploded and fell down.. 

The alien used his claws to tear into his skin, ripping it off his body, grabbing his upside down skull and tearing it off as blood rained down on the throne.. and a humanoid form, half naked, his lower torso still covered in the remaining ectonurite flesh... climbed out.. covered in his own blood.

What looked like a purple eyed Ben, glared down at Erice and Ben..

"Dear God.." Erice whispered. 

"The fusion has always been incomplete.." said Zs'Skayr, his voice now like Ben's as well.  "But those whose fusions remain incomplete on multiple worlds such as I.. it is pure suffering to be like this.. to never be fused.. to never be complete.. even if it means I sacrifice my divine power in the Dreamlands.. this.. this isn't living."

Ben smiled sadly. "I'm sorry Zs'Skayr. I know you've probably been suffering like this. In this eternal hell.."

"if you cared.. if you EVER did.." did.." said Zs'Skayr. "You know what you have to do.."

Zs'Skayr held out a hand. "Join me.. become one.."

There was a pause as Erice waited for Ben's response with bated breath. 

"I'm sorry Zs'Skayr." Ben said. "But as much as you will continue to suffer. If we complete this fusion.. I won't be a hero anymore... I know that's selfish of me in your eyes.. but.."

Ben looked up determinedly. "I still want to help people! I still want to be a hero!!" 

"I still want to be a hero.." 

The voice echoed in Zs'Skayr's head as he clutched it groaning in agony...

For a moment, flashes of Ben were replaced by multiple people standing in the same spot, saying the same thing.

"I want to be a hero.." A boy with spikey blonde hair and a massive sword.... a boy with red hair and blue circuits on his skin.. surrounded by a field of blades jutting from the earth.. A solitary purple haired girl.. standing with a giant shield in the middle of snow...  Mika Homura herself, standing in a solitary street...  and a 10 year old Ben, grinning as he held up his Prototype Omnitrix..

"I want to be a hero.."

Finally a woman with blonde hair, knight's armor and a blue dress, standing in front of a golden sword fitted into a stone.

"Are you sure... you want to do this? She won't be human anymore..."

She already has dragon's blood, I doubt she ever was comfortable remaining human to begin with..

You raised her to become this..

What if I have?

"You daft Incubus.. I am an Outer God.. you are an emotionless prick.. I think we might've ruined her life...

"And do you care? This is what you want isn't it? Her darkness and despair.."

"Yes it is... I just don't want it to be too easy.. I like the slow burn Merlin.. for you too.. I can't wait to watch you bleed.."

There was a pause. 

"First her then you.." Zs'Skayr growled. "Why can't any of you ever give me the despair I long for..? I just wanted a wonderous world of darkness.. why is fate so resistant!?  Why did she find her light..?  Why did YOU even after our accidental fusion.. JUST GIVE IN!! YOU PATHETIC HUMANS THE LOT OF YOU!?"

"It's simple." said Ben. "You're not human. And somebody whose not human can't expect to know what a human wants or is capable of. You thought of us as compliant ants.. but... even ants don't listen to a single thing normal humans say right?"

Zs'Skayr chuckled as blood seeped out of his mouth and his skin began to bulge.

"Then it seems the time for parting has come.." said Zs'Skayr.

https://youtu.be/uWlgdCi7yLk

The earth began to tremble as The Ben-like Zs'Skayr's body began to bulge and bubble.. splurts of black ooze exploding from him as his bones beneath his body began to alter shape, cracking as they went.

"You fool.. if you won't merge.. and complete the union.. then I will seek another Ben Tennyson... and another.. and another and another... just one will do.. JUST ONE WILL DO.. i thought you.. the Ben Tennyson who experienced the most heartbreak.. the most pain.. would finally grant me the wish... but even after all that... WHY!!!?"

"Because.." Ben said.. as he watched Zs'Skayr continue to transform. "In the end you couldn't take them away from me.."

"Erice... Hanzo... Ophelia.. Shi-Jian... Parvarti.. Dragfeld.. Those... DETESTABLE... I HATE THEM.. MOST OF ALL!! I WILL KILL THEM.. AFTER YOU ARE DEAD!!! WITH YOUR DETESTABLE FORM!!!"

Zs'Skayr's voice shook the earth as  his new beastly form, twice the size of Ultimate Way Big, rose above the city.. slamming both of its massive clawed hands down on the ground..

An upside-down skull with no eyes hovered behind his new mutated form which resembled the old mutated one, but with a split ribcage that had a massive purple eye staring out from within it's chasm of death. 

A massive bony arm erupted from the side of the levitating skull in the back as dark eldritch power began to explode and rupture from Zs'Skayr' whose torso was rooted to the street as if his entire body was fused to the city of Ben's mind.. 

"So he's a parasite." said Erice. "latched to your head.. some union that is.. I'd say it's time to evict don't you?"

STAR ALIGNMENT REACHED: OUTER GOD DESCENDS. 

HE WHO CONTROLS THE DEEP DESCENT OF NIGHTMARES.

THE FESTERING DEATH ZS'SKAYR HAD DESCENDED. 

"Yeah." said Ben.

There was a flash of green light.. and Ultimate Swampfire stepped forward charging blue flames from his palms. 

"I know I say this a lot.. but.... IT'S HERO TIME!!!"

"ROOOOOOOOOAAAAR " Zs'Skayr's giant eye glowed, as a massive purple beam erupted from it..

"KAAAABOOOOOOOOOOOOOOOOMMMMMMMMMM!!!" Ultimate Swampfire flew backwards, barely avoiding it in time by propelling himself backwards with his blue flames. 

Erice rose into the sky and clasped her hands together, water shrouding her as she transformed into her magical girl form. 

Behind her a massive watery portal opened and a huge glowing whale the size of a building floated out in front of her, growing even more massive until it was huge enough to cover multiple city blocks, slamming down on Zs'Skayr in a huge plume of white glowing water. 

Zs'Skayr easily swiped aside the churning waves with one giant clawed hand, a shockwave blasting from the epicenter where he was fused to the earth. "PATHETIC!!!"

Zs'Skayr's eye glowed, and a massive horde of tentacles burst from his chest, slashing through the sky to surround Erice. 

"SHIT!" Erice roared as she saw the tendrils cover up all escape.

"BOOOM BOOOM BOOM BOOOOOM!" hordes of gel bombs rained down on Zs'Skayr, blasting the tentacles back as huge vines threw them all at once.. 

Ultimate Swampfire leaped off one of the vines and hurled a hypercharged blue fire blast down on Zs'Skayr's giant upside-down skull, bathing the city in a collective powerful blue light. 

But the blue flames were swept aside instantly as Zs'Skayr's giant hand back handed Ultimate Swampfire right out of mid air, sending the Ultimate Alien crashing down in a shockwave.

Erice threw out a massive wave of water in front of her, catching Ultimate Swampfire in a splash before he could impact the earth. 

"He's too strong!" Ultimate Swampfire growled, just before another eldritch beam exploded from Zs'Skayr's chest eye and Erice was forced to move the water orb holding them out of the way fast. 

"Well duh! He's an Outer God, I doubt this is even a fraction of the real power he has in the Dream Lands!" Erice exclaimed.  "We're kinda screwed without godly power of our own to be honest. Think you can call out Alien X now!?"

"No! I can't.. not until we all deal with Zs'Skayr.. he's festered in me too long!" said Ultimate Swampfire. "This can't be done without him gone! I know that now!"

"Then we really don't have many options!" Erice exclaimed as Zs'Skayr turned to them and let out a furious roar, his eye glowing black now as multiple buildings began to levitate around him through telekinetic power. 

"We don't need Alien X anyways, any god will do!" Ultimate Swampfire called out as he leaped out of the water orb and grabbed Erice, running and dashing aside as giant buildings exploded down at them. 

"Wait.. you can't mean.." Erice began. 

"We need... Deca... WE NEED YOU DECA!!" Ultimate Swampfire roared. 

"We're in your head.. she can't hear y-."

"DEEEECAAAAAAA!!!" roared Ultimate Swampfire.

"B-Ben.. I.. oh what the hell.. DECA!!!" Erice echoed. 

"Big Brother!!!"

"Oh you gotta be kidding me!!" Erice exclaimed, shock in her eyes as she looked up. 

Deca was falling out of the sky, reaching her arms out towards the group, still in her pajamas as she flew directly down in the direction of where Ultimate Swampfire was running. 

"HOW DID THAT WORK!!?" Erice exclaimed. 

"Like you said.. it's my head.. " said Ultimate Swampfire. "And who knows my head.. better than any part of the Omnitrix!? After all.. where do you think Deca ends up whenever we're in God Form!?"

"I WON'T LET YOU!!" Zs'Skayr roared as he lifted up a massive clawed hand and a giant black sphere of terrifying reality and planet shattering power charged up in his palm. 

Zs'Skayr threw the energy bolt that was powerful enough to blast half a solar system to shreds if the range wasn't restricted... just as Ultimate Swampfire caught Deca's hand. 

"GOD SWAMPFIRE!!!!"

"BOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOM!" A massive white flame blasted out in a huge spiral around the area, beating back Zs'Skayr's attack. 

Erice opened her eyes as she held onto the alien's back, as Swampfire's new form walked through the white flames, which refused to harm him or his friend. 

A head that resembled a beautiful rose combined with cherry blossoms that flew back like embers in a flame.  Purple arms and legs, with a root like collar and faulds around the waist.. a pink-robe-like torso.. claw-like fingers.. and pink blazing glowing gel orbs running down each shoulder and arm.. 

And three flames turning behind the both of them in a heaven's wheel-like pattern.. 

God Swampfire stepped forward and pointed at Zs'Skayr as Erice clung tightly to his back.. 

"Let's end this now.. Once and for all!!"