Warrior of the Omnitrix




''Normal Speech''

Inner Thoughts, Dialogue, Musical Lyrics, or reading passages from books and scrolls.

(Quick Notes and Messages or Echoes.)

(Dark over lapping echoes)

''Boss Summons, Demons, Dark beings speaking, Possessions, Demonic/Angry characters speaking as well as extremely Dark spells and Magic.''


Story Start


"Where is it?" Charmcaster mumbled through herself as she fumbled through her bag.

"Looking for something?" The voice behind her caused Charmcaster to jolt and slammed her head on the bottom of the top head. She hissed and rubbed her bruise head. "Oh hey Ben, I didn't hear you. Not exactly heroic to sneak up on vulnerable young girls such as myself." Charmcaster tried to play off what happened, but she was not going to fool the brunette.

Opening his hand he revealed the luck charm. "You might have pulled one over on Gwen, but you can't fool me. Did you think we wouldn't notice?"

"You don't understand. You have no idea what my uncle is like. I didn't have a choice." Charmcaster argued as she tightened her fists. She trembled slightly as she remembered that blast of mana he had sent in her direction.

"You have a choice now. Your uncle has been caught and he's being removed to a more secure facility. Even if he could break free he would have to go through me and you saw how that worked for him last time."

Charmcaster remembered alright. That device on his arm was power. It was unlike anything she had ever seen. If she had something like that no one would be able to boss her around. She might even be able to go home and avenge her father.

"If you're making any plans for the Omnitrix I would dash them now. Its keyed to my DNA and let's just say trying to inhabit my body will have lethal consequences. I have a seal prepped just in case someone had the bright idea to try and steal my Omnitrix by inhabiting my body." The second part was of course a lie, but with the art of sealing essentially being unknown to this universe besides the memories he inherited who could argue him on that point?

Charmcaster's face scrunched up slightly. Well that pretty much dashed her hopes right there. "So what's your plan? Keep me prisoner?" She bitterly asked.

"I'm not asking you to change who you are. I'm just letting you know if you try anything criminal I will stop you. If anything you would be more useful as Gwen's teacher than my prisoner."

"Me? You want me to teach your cousin?" she asked in disbelief.

"You know magic, at least far more than us. Gwen has potential and I know you've noticed it. You help Gwen and if I see that you won't grow to be a problem I'll let you go. Fair trade?"

Not like she had much of a choice considering she had no idea how powerful that watch was or how many forms it had. If she went along with this then at least there was a chance she could earn her freedom. In fact while the idea seemed crazy, maybe, just maybe she could sway him to her side? The hero types were always one to fight conquerors so for now she would bide her time. "I suppose I can agree to this." Albeit a bit reluctant Charmcaster agreed to the offer.

A boy was in the park and he climbed a tree to retrieve his Frisbee that had gotten stuck. He grabbed the Frisbee and he smiled before he looked down and saw he was very high up, he screamed and held onto the branch. "Help! I can't get down!" He shouted.

"Don't worry. We'll come up and get you," Gwen reassured the boy.

Ben easily leapt up to the tree and extended his hand to the boy. "It's alright, I'll get you down." He reached out for the boy.

"I don't want to get down. I want to get out!" the boy shouted turning to face Ben now sporting one eye. Spectar's eye.

Ben couldn't help but let out a shout and backed up. A branch than morphed into Spectar's hand.

"You can't run from me forever," Spectar told him as he wrapped his hands around Ben's throat. "Always the hero. What a waste of potential. You want to be helpful? Get me out!" Spectar shouted.

Ben jolted up with a start, having broken out in a cold sweat. For a moment he was confused where he was until he remembered he was on the couch. That's right; Charmcaster was now using his bed. Looking around he noticed everyone else was still.

'What the hell was that?' He wondered to himself.

The following day Ben had been rather quiet.

"Ben? Ben?'' Gwen's call to him went ignored. Ben continued looking out the window, completely ignoring as Gwen called him out by his assumed name. "Ben!" She softly hissed before hitting his head with a brochure.

"Huh? What?" He asked.

"Are you alright?"

"Sorry, just lost in my thoughts." He murmured an apology.

"We're almost there you know."

Oh right, Bancroft Academy, the institution Gwen was interested in transferring to. One of the top schools of the country. Gwen was definitely gifted enough to join their ranks.

"Look, just try and keep it together okay." Despite her statement one could see her concern for the brunette in her eyes.

"What about you Charmcaster?"

"I'm staying here and catching up on my sleep." She said as she laid on Ben's bed, flipping through the pages of her spellbook. She noticed the look of suspicion in his eyes. "Don't worry, I'm not going to cause trouble and run away. You'll just catch me and punish me right mister hero?" She asked him with a coy smile.

Her double entendre was not lost on Gwen as her eyes widened slightly. She turned to Ben who didn't so much as react to the spellcaster's flirtations. He didn't even flirt back which was unlike him. Something was definitely bothering him.

"If you don't feel up to going I understand." Gwen gently told him.

"I'm fine, just, its nothing." He wanted to be there for Gwen. He knew how excited she was and how much she was looking forward to this.

Arriving on campus the Tennyson's reported to the main office in which they met the Principal of the main academy. Unfortunately he couldn't stay long, something about a series of incidents near the school that he and some officials had to look into. So they were left in the care of one of the academy's top students, Tiffany Ashcroft.

A pretty girl with long blue hair and chocolate brown eyes. She wore the academy's standard red shirt and checkered skirt with knee length socks and maryjanes.

"And recently, Bancroft Academy was awarded the solid gold trophy for top rated prep school on the east coast. So you can see why we're very picky about who we admit. So many delude themselves into thinking that they are Bancroft material. It's so sad," the girl who was giving the tour to the Tennysons."

"Well….I have a 4.2 GPA. I'm president of the computer club, treasurer of the science society. Volunteer at several local charities. And I'm a member of my schools jujitsu team," Gwen listed off her achievements in hope her credentials were good enough.

"How nice for you," the girl remarked in a rather snobby matter making Gwen slump.

"Don't pay her any mind Gwen." Ben said trying to cheer her up.

'B..E..N...' The sound of Spectar's voice caused Ben's blood to chill. He quickly looked around and wondered if he was losing his mind. He sped up and nearly ran into the tour guide.

"Did you have a question?" the tour guide asked him.

"Uh…yeah." He quickly played it off by asking the first thing that came to his mind. "Why are there so many kids here during the summer?" he asked.

"Attending our prestigious summer school session," the girl told her before walking off.

Soon they entered the science lab.

"And this is our science lab," the girl said as Gwen saw a massive microscope and she gasped.

"Whoa. An electron microscope," she said before she saw the tour guides frown and she slumped again. Ben walked up to some beakers looking at them before he saw one filled with grey liquid that gained Spectar's eye.

"Let me out!" he demanded.

'No. This can't be happening. Shit.' This was beginning to remind him of the time prior to when he and Kurama became friends. Shit. He was panicking and losing focus. His mind filtering between the two personalities that made up his complete being. He had to focus. He had to keep in control. He wasn't done fully assimilating the memories and any upset like that could cause him to back slide and essentially be overwhelmed by the two set of minds causing him to become mentally fractured. Was…was Spectar trying to take over? In his panic he fled the room.

Gwen chuckled nervously as the girl frowned at her.

Meanwhile in another part of the school the Circus Freak trio was looking at the trophies that the school had won.

"See what I mean? Easy money," Acid Breath said as the door opened up and a guard walking in.

"Hey. This place is off limits without an escort," he told the trio.

'This is bad! This is bad! What am I going to do? What am I going to do?'

'Calm down! Keep focus and think! Keep your mind under control!'

The stress of the situation was literally causing echoes of Naruto and Ben's personalty before the initial merger to manifest.

"It would be wise for you to avoid using that form from now on."

"Take a deep breath! Focus! Calm and relax!' He told himself as he tried to focus and gain control of his mental faculties. Something had always felt off whenever he used Spectar. Something different from his other forms. Something wrong. At first he had thought his increased wariness as of late came from the fact that Naruto did not like or even feared ghosts, but now it was certain this was something different. Something far more sinister. He had assumed it was because of the species, but now he wasn't so sure.

The sound of commotion drew his attention. A loud bang erupting from the gym area. With that he ran off in the direction of the Gym. It was the Circus Trio and they were laughing at the guard who was tangled in the banners above the gym. "You guys? Uugh I thought it was something or someone that was at least a threat."

"Hey. It's that shape shifting freak," Thumbskull exclaimed.

"Looks like we're going to have to teach him a little lesson," Frightwig suggested.

He was going to turn into Inferno and just simply bring this to an end quickly. Slamming down on the Omnitrix instead of the Pyroknite he got the Ectonurnite.

"Spectar." Oh this wasn't good. Not at all.

"Nice trick kid," Acid Breath said as Thumbskull ripped off a large chunk of the stands and threw it at Spectar before Acid Breath spat acid and melted the wood. "But we ain't scared of no ghost," he said before Spectar floated up and reappeared.

That was then the expression on the alien's face went from concerned to malevolent. His eye glowed with pure malice as his the raspy voice spoke with utter sinister intent. "You should be!"

It was enough to send shivers down anyone's spine. With that Spectar sunk underground, before throwing the mat Acid Breath was on and he crashed into a wall before behind hit by the mat. Max and Gwen ran into the gym just as the fight began.

The circus weirdos again," Gwen exclaimed as Thumbskull tried to punch Spectar but she went invisible and he looked around only to scream as Spectar plunged her hands into his head and he slumped. Frightwig swung her hair at Spectar 's arm before Spectar became intangible and sunk into the ground pulling Frightwig down with her and then Spectar slammed her face into the ground with enough force to cause not only a crunch but to start drawing blood.

It was far from over as he deftly switched between each of them, beating them with little to no regard for their lives. As a veteran Plumber Max could read the body language of many aliens and he could tell Spectar was not pulling his punches. These Circus trio people had to be mutants as there were no way normal people would be getting up from hits like those.

"Something's wrong. Ben's never acted this vicious before," Max commented. It was different if he used more force against stronger adversaries, but he wouldn't delight in beating down helpless indivuduals senselessly.

"What are you doing? You've won! Stop! They can't even fight anymore. Ben are you listening to me?" So overwhelmed with emotion Gwen slipped up and used his actual name without checking if anyone else was there.

Spectar turned around. "Ben? Ben isn't here anymore," he said flying up to Gwen.

Gwen's blood had chilled. What. What did that mean? No. This…this had to be some sick joke.

Next thing anyone knew Spectar was hit with a punching bag that was thrown at him sending him into the wall. Scooping up his two compatriots Thumbskull hobbled out of there.

"Looks like they didn't learn their lesson," he said flying after the Circus Freaks. He managed to reach outside before the Omnitrix timed out and he flew into the shadows. "I'm not going back!" he shouted before a red flash of light appeared and Ben reappeared on the ground.

"Shit, that was just like a stage two possession." Ben said as he continued to pant. "At the very least I'm rid of him."

"Oh, and I thought we were close," Ben looked up to see Spectar had somehow escaped the Omnitrix. "Nice to meet you face to face," he said and Ben's eyes widened.


"It's quite simple. When the sample was taken for the Omnitrix I was trapped inside. But now I can reveal my true self," Spectar said before its fingers turned into sharp black claws, the tentacles inside its body shot out and it ripped off the grey skin to reveal an upside down face that was light brown in color.

"So this is your true self? Fine, you got your freedom. Why are you sticking around?"

"I need the power of the Omnitrix to make me whole again. I can only do that by taking over your body. Now you will see what it's like to be trapped inside someone else," Spectar said advancing towards Ben who backed up into the sunlight and Spectar screamed as the sunlight burned him and he retreated into the shadows. He turned to run before he bumped into Max who caught him.

"Ben calm down. You look like you've seen a ghost," he said.

Spectar meanwhile was still hiding in the shadows when he heard a tuba being played and he flew towards the sound and saw a boy playing the tuba, Spectar flew towards the boy who screamed as Spectar flew into the boy and then walked into the sunlight. "I guess these frail human bodies are good for something after all," he said before he walked off.

"Spectar's out there somewhere." Ben said as he kept searching room to room. "He said he's been alive inside the Omnitrix this whole time. Just trying to get out. That's why I was always felt strange whenever I was Spectar."

"Do you have a plan on to beat him? I mean Spectar was always one of your strongest aliens and if he's fully conscious than he has the full use of his power."

"Sunlight. He couldn't chase me into the sunlight. He needed to stay in the shadows,"

"Like a vampire?" Gwen questioned as she instantly made the link between its weakness and common monster folklore. "You never had that problem when you were Spectar."

"That's why he needs me. Somehow if we're joined he'll become whole again, which means we need to find him before sunset."

That was when Max suggested something. "I have something's from my Plumber days that might help us," Max said.

"How tough could it be to rob a school? It'll be easy money," Frightwig mockingly said to Acid Breath as the trio hid inside a shed when the door opened up. It had taken hours, but they had finally begun to recover. Raiding the medical station they were able to get supplies to tend to their wounds.

Suddenly out of the cracks of the wall seeped Spectar.

"That's that kid with the watch. Let's get out of here," Acid Breath uttered as terror overwhelmed him.

"Attention humans. Tennyson and I are not one in the same. If you wish to never deal with the likes of him again you will become my minions and obey my commands. If not, well, this time you won't be able to run away."

In a sudden bout of courage Thumbskull questioned him. "What if we don't want to?"

"I was hoping you would say that," Spectar said before he flew into Thumbskull's body and he started to fly around and smash into things before Spectar threw him away. "Any other questions!?" he asked the other two freaks.

"When do we start?" Acid Breath asked him in fearful deference.

Soon the sun set and Max held a device in his hand as the group searched for Spectar.

"We've been at this for hours. There's no telling the damage Spectar could be causing or the people that could be hurt."

"I'm getting trace spectral activity from around that corner," Max informed them as the device beeped.

"Alright, time to get my game face on then." He said transforming into Four Arms.

That was when screaming could be heard from nearby. Rushing to the scene they saw Frightwig and Thumbskull holding Tiffany hostage using the formers hair. "I don't have time for you freaks," Four Arms told them running up.

"You got it all wrong muscle head, it's just about to really get rolling," Frightwig said.

"And it's a surprise party," Acid Breath who was being possessed by Spectar said before Spectar emerged from him. "Now I shall become complete." Spectar said as he flew towards Four Arms and tried to possess him but Four Arms pulled him off and tossed him away. "It seems I cannot merged with your alien forms. No matter time is on my side, you will be human soon enough."

"But we have a surprise for you," Max said taking out a device that fired a blue beam of light at Spectar making him shirek in pain as he recoiled from the blast. His form burned and sizzled.

"Daylight at night!?"

"Sun gun. Projects a beam as bright as the sun," Max told him.

"Clever, but not clever enough,"Spectar said as Max fired the sun gun at him but he flew into Thumbskull. "As long as I am in a host body, your weapon cannot hurt me," he said as he ran towards Four Arms and threw a punch only for him to grab his wrist and deflect the possessed human into the statue of the school's founder.

Frightwig face palmed before Acid Breath ran towards the fight. Four Arms grabbed Spectar and slammed him through multiple statues before throwing him to the ground and Acid Breath spat acid at Four Arms but he jumped over the acid and landed. Thumbskull stood up and Acid Breath jumped onto his back, Four Arms ran at the two freaks and clotheslined Acid Breath before he threw Thumbskull away and he smashed into the steps, Spectar then flew out of Thumbskull and into Frightwig who threw the girl in her hair away but Gwen broke her fall.

Frightwig ran towards Four Arms and tried to wrap her hair around her arms but instead Four Arms pulled her in and tied her up in her own hair.

"Come on Spectar the likes of the Circus trio are far too weak to be a threat to me. There's no one you can jump to that I can't keep down."

"Then perhaps I need a far more interesting alternative. One you aren't so quick to beat down." Spectar said as he flew towards Gwen.

"Gwen! Watch out!" Four Arms shouted and Gwen turned and screamed as Ghostfreak flew into her mouth and she fell to her knees, Gwen then cackled as Ghostfreak took over.

"My word the power in this child's body. This would have been a suitable host body if I didn't require you to become whole." Gwen's eyes glowed a magneta color along with her hands.

Before he knew it Spectar had slashed out with a magneta beam that sent him flying back. He recovered just as Spectar began firing bursts of energy.

What on earth was going on? Did Gwen always had this sort of power in her?

"What's wrong Ben, afraid to hurt your dear…cousin?" Spectar mocked him as Four Arms recovered and snatched her up in two of his arms.

Suddenly the link had broken. "Ben? Don't!" Her fear stricken expression caused him to hesitate. That was all the time needed for Spectar to blast him in the face and sent him reeling back.

Four Arms retreated, climbing to the top of the building. Spectar chased after him with Max not too far behind. Just then the sound of the Omnitrix timing out began to occur.

"Music to my ears," Spectar said as Four Arms turned back to normal.

"Ben! Catch!" Max shouted at himr and he threw the sun gun to which he caught.

"You want me Spectar? Come and get me!"

"I have a better idea. Drop the weapon and I meld with you and take over the world," Spectar casually counter offer replied.

"Not going to happen," Four Arms told him, Spectar jumped onto the ledge of the balcony.

The breeze of the cold night air began to pick up as Gwen's hair waved in the breeze. A malignant smile formed on the face of the redhead. "Then I hope she knows how to fly. It's your choice hero."

"Leave her out of this," Four Arms snarled. "This is between you and me."

A smirk formed on the redhead's face as Gwen's body took a step back and her eyes went to normal.

"Ben? What's going on?" she asked before Spectar took over again.

"The next sound you hear, will her screams as he takes a big dive and the sound of her body impacting the cement," as exclaimed as a mad cackle of glee erupted from Gwen's lips.

Ben sighed before he dropped the sun gun and Spectar flew out of Gwen who screamed. "Eliminate them all," Spectar told the circus freaks who had arrived at the top of the wall.

"You rotten bastard!"

"I'm afraid whatever bargain we agreed to did not extend to them," Spectar said pointing to the circus freaks before he sank his claws into Ben.

"Ben! No!" Max shouted in worry, the Omnitrix beeped and glowed bright green and Ben slammed down the dial and a bright flash of light appeared.

"Together again…just like old…" Spectar suddenly gagged and spat out Greymatter.

"Uugh, that was like Orochimaru's summon snake all over again." He said as he landed on Frightwig's head.

"Get him your fools!" Spectar shouted as Grey jumped off of Frightwig and climbed up Thumbskull's back and Frightwig hit him with her hair, Grey then jumped onto Acid Breath and Frightwig attacked him as well. Grey jumped onto Frightwig's head and Thumbskull threw a rock at her head, Grey jumped down as Acid Breath spat acidic mist at the ground just as Thumbskull stomped but Grey ran off and Spectar roared in anger before he chased after Grey who ran into the bell tower. "Get them!" Spectar told the circus freaks pointing to the others who were running away. Spectar then flew into the clock tower. "You can run, but you can't hide!" he told Grey.

The circus freaks entered the kitchen and started to search for Max and Gwen. Thumbskull opened a fridge and started to eat the snacks that were inside, when he closed the door however he saw Max and turned to face him. Max ran off and Thumbskull chased him, Max opened a door which lead to the pantry and Thumbskull tackled him but Max kicked him into a shelf and he closed the door behind him. Gwen hid behind a shelf and saw Acid Breath walk by before he pushed the shelf down. "It's just you and me now, precious," he told her.

"Bring it on stink breath," Gwen said, Acid Breath opened his mouth but Gwen fired a fire extinguisher at his mouth making him gag, She then ran up and landed a kick in his stomach causing him to double over. Frightwig jumped over the counter and kicked Gwen away but before she could attack again a blast of Mana sent her careening to the other side of the room.

"Charmcaster," Gwen voiced her surprise as the spellcaster walked over and helped Gwen up. "I thought you said there was no point in helping because you didn't have spells that affect ethereal beings?"

"That much is true, lackeys on the other hand." She fired a blast rendering a recovering Acid Breath unconscious. "Are fair game."

"In that case, thank you."

Charmcaster was stunned into silence. She couldn't remember the last time anyone ever thanked her for anything.

"I was just bored waiting in the RV is all." She responded, putting up a front as she walked away.

In the clock tower meanwhile Spectar was searching for Greywho was hiding before the Omnitrix timed out and he turned back to Ben.

Just then Spectar attacked her to which he avoided by leaping up and swinging up the bannisters. Spectar shot his tentacles at Ben to which he avoided with ease.

"Think about it Ben. With the power of the watch and your DNA I would be unstoppable," Spectar told him.

"You see, that's your problem Spectar its all about you." He leaped out of the way as once more the creature leaped at him, but was far too slow. A smirk formed on the brunette's face. "Well, well, well, I was going about this all wrong. I may not be able to physically hit you Spectar, but you are far too slow to be a threat to me. You can't land a single claw on me. No matter how hard you try I am far too agile for you to catch. "

"You can't run forever Ben. Even you have your limits. Your power has its limits. Your stamina can only last so long while mines is eternal. You think you can escape me forever? Days? Weeks? Months? I will hunt you down for however long it takes and I will not stop. Until the day I am complete I will hunt you and your family down."

Ben's expression sharpened and his disposition changed. "No one threatens my family." Shooting his hands out wind blades erupted as the curtains that kept the clock tower dark were ripped to shreds revealing the sunlight. Spectar shrieked in pain. The amount of Sunlight blanketed the entire clocktower and there was no escape for the alien as his shrieks grew silent as he turned black and exploded into ash fragments.

Outside the clock tower the police were putting the circus freak trio into the back of a truck, Tiffany walked past and looked at Gwen before walking away. "Something tells me I should cross Bancroft Academy off my list of schools," Gwen replied with a sad sigh.

"Hey, you don't need this school to prove you're smart. Do you think any of these scholars could have kept a cool head and handle themselves against the Circus freaks? Besides you're the brightest person in our school, Bancroft doesn't know what they're losing."

"Thanks Ben that was very sweet." She enveloped him in a hug.

Charmcaster rolled her eyes and walked off. She was not one for sappy nonsense. The last thing she needed was to go soft.