In the crater that had once been Manhattan, a colossal figure rose from the earth, its massive form dwarfing skyscrapers as it stood to survey the devastated cityscape. The transformation was unlike anything even cosmic entities had witnessed, a fusion of alien genetics and divine power that transcended conventional understanding of physical limitations.
Vilgax found himself craning his neck upward until his vertebrae threatened to snap, unable to take in the full scope of Ben's new form. All he could see was the silver- blue and-red colossus looming above him like a living mountain, its crystalline chest panels pulsing with energy that hurt to observe directly.
The proportions were magnificent and terrible, a humanoid figure that stood several hundred feet tall, its muscular frame radiating power that made the air itself shimmer with potential energy. Blade-like protrusions extended from both forearms, their edges so sharp they seemed to cut reality itself just by existing.
"Such incredible power!" Thor gasped from his position on the sidelines, his divine senses reeling from the sheer magnitude of energy contained within the transformed figure.
He had expected Ben to manifest something comparable to his own enhanced abilities, perhaps a warrior who could match Thor's space lightning or rival his divine strength. Instead, the being before him operated on a scale that made even the All-Father seem insignificant by comparison.
Through his remaining eye, enhanced by wisdom gained at the Fountain of Life, Thor could perceive the true scope of what Ben had become. The power radiating from Celestial Way Big exceeded anything in his experience, surpassing even Odin at his prime.
There was just one detail that puzzled him.
"Hey," Thor called out, his confusion overriding his awe, "why is your head so pointy?"
Ben's massive form turned slightly, and even that small movement created wind currents that rattled debris across the crater floor. "What kind of question is that?" his voice boomed, carrying harmonics that seemed to resonate in multiple dimensions simultaneously.
The design was unmistakably unique. Instead of a smooth or helmeted head, Ben's transformed form bore a fin-like crests that swept backward in perfect symmetry. The central white with red fin extended from his forehead like a blade, then two sharp, angular horns jutted from the sides of his head, giving him a regal yet fearsome silhouette
"It's much better than those toilet-bowl heads of the Celestial," Ben replied with satisfaction. His current appearance struck exactly the aesthetic balance he preferred, imposing without being grotesque, alien without being incomprehensible.
The truth was that his transformation had integrated Celestial DNA without fundamentally altering the base To'kustars template. The result was essentially a Celestial being wearing the form of a space storm-born ultraman, combining the best aspects of both genetic lineages.
Vilgax stared upward at his opponent, and for the first time since his divine enhancement, something approaching genuine concern flickered through his consciousness.
"I never expected there to actually be To'kustars genes in the Omnitrix," he muttered, his voice carrying undertones of ancestral dread that he couldn't entirely suppress.
He had heard whispers of this race throughout his travels across the galaxy, beings born from space storms, entities whose very existence defied conventional understanding of life and evolution. But space storms were vanishingly rare phenomena, occurring perhaps once in a million years within any given galactic cluster. In all his centuries of conquest, Vilgax had never encountered evidence that the To'kustars were anything more than spacer legends.
Now, faced with living proof of their reality, memories buried in his genetic code began stirring. Ancient warnings passed down through generations of his species, cautionary tales about entities that should never be awakened.
The massive shadow cast by Ben's form seemed to press down on Vilgax with physical weight, making breathing difficult despite his enhanced physiology.
"No," he said aloud, forcing steel into his voice. "Vilgax does not fear legends!"
He straightened to his full height, space power crackling around his form as he reasserted control over his emotions. He was no longer the same being who had once cowered before space mysteries. His strength now exceeded that of entire star systems, surely that was enough to overcome any single opponent, regardless of their mythological pedigree.
"You may have been born from space storms," Vilgax declared, his confidence rebuilding with each word, "but I can create countless space storms with a thought!"
To demonstrate his point, he extended both hands toward the sky and began channeling the full scope of his absorbed divine power. The energy that flowed from his enhanced form was enough to ignite new stars, and he focused it with surgical precision to recreate the phenomena that had given birth to his opponent's species.
The night sky above Earth suddenly blazed with impossible light as multiple galactic vortexes materialized around the solar system. Space storms, true stellar maelstroms capable of reshaping entire sectors of space, bloomed like flowers in the void, their rotating arms extending across light-years as they fed on the dark energy Vilgax provided.
Within each storm, the birth-processes that created To'kustars life began manifesting, though Vilgax allowed none of them to complete. The demonstration was about power, not procreation.
Thunder erupted in the vacuum of space, its shockwaves propagating through exotic physics that carried sound across impossible distances. Planets dissolved into space dust as they were caught in the storms' edges, while entire solar systems flickered like candles in a hurricane.
"I am Vilgax!" his voice carried across multiple dimensions, reaching every corner of the observable universe. "Ruler of the cosmos! Supreme commander of reality itself! All the power of the known universe bends to my will! What can one To'kustars do against such absolute authority?"
Ben observed the space light show with the kind of mild interest one might reserve for fireworks at a municipal celebration. The storms were impressive by most standards, certainly enough to terrify any conventional civilization, but they operated on principles he understood perfectly.
"Who told you I was just To'kustars?" he asked, raising one massive arm with deliberate casualness.
A simple wave of his hand swept across the sky, and the space storms simply... ceased. Not destroyed, not overcome by superior force, simply edited out of existence as if they had never been more than optical illusions.
Vilgax's jaw dropped. "Impossible! How did you erase my power?!"
If Ben had countered with cosmic rays, the legendary ultimate technique of the To'kustars race, Vilgax could have accepted the outcome. Cosmic rays were theoretically capable of disrupting stellar phenomena, and the energy requirements, while enormous, fell within predictable parameters.
But Ben had simply waved his hand, as if dismissing an annoying insect. The ease of it was more terrifying than any display of raw force could have been.
"This represents the combined energy of multiple divine realms!" Vilgax protested, his voice rising with panic he couldn't quite suppress. "Each storm contained power equivalent to a pantheon of gods! With the enhancement of the Nine Realms' convergence and the authority of Cul's space artifacts, my capabilities should be universe-shaking!"
"Being invincible within the universe," Ben replied with amusement, "doesn't mean much when your opponent operates from outside it."
The implication hung in the air like a death sentence. Ben's current form had transcended single-universe limitations entirely, drawing power from sources that existed beyond conventional reality. Celestial Way Big, enhanced with Celestial authority and cosmic storm genetics, operated on multiversal scales that rendered local power accumulation irrelevant.
Before Vilgax could mount any form of resistance, Ben reached down and plucked him from the crater floor like a child picking up a particularly ugly toy. The alien warlord, despite his divine enhancements and space authority, found himself held in a grip that compressed space-time around his body.
If he hadn't been a naturally soft-bodied species, the pressure would have crushed every bone in his frame. As it was, the gravitational fields generated by Ben's casual grasp were sufficient to create miniature black holes in the surrounding air.
"Vilgax," Ben observed with mock concern, "why aren't you smiling? Is being pessimistic just part of your nature?"
Vilgax's response was a snarl of pure hatred, but also growing desperation.
"Don't celebrate yet, Ben Parker!" Vilgax gasped, his voice strained by the crushing forces surrounding him. "This must be some kind of fluke, perhaps the To'kustars have natural immunity to space storm phenomena! But I have absorbed power from countless worlds! You cannot possibly match the accumulation of eons!"
His body began to pulse with dark energy as he prepared to channel every scrap of stolen power he had accumulated. "I'll show you what true terror looks like!"
The transformation was immediate and horrifying. All the dark energy from the Nine Realms flowed back into Vilgax's form like a reversed explosion, while the divine essences of the defeated Sky Hammer Messengers streaked across the planet's surface to rejoin their master. Eight trails of cosmic fire carved arcs across Earth's atmosphere before converging on the Manhattan crater in a display that was visible from neighboring star systems.
BOOM!
The energy impact shook reality across multiple dimensions. Even Thor, with his newly enhanced divine physiology, found himself driven to his knees by the sheer magnitude of power being unleashed. He stabbed Gungnir deep into the earth just to maintain his position, while the ground beneath him began to crack under stresses that transcended mere physical force.
Vilgax's body was changing, his humanoid form dissolving as space energy rewrote his fundamental structure. Limbs and torso melted away, replaced by writhing tentacles that grew larger with each passing second. His head expanded to planetary proportions while his body became an ever-growing mass of predatory appendages.
Within moments, he had transformed into something that resembled a space octopus, his body expanding beyond Earth's atmosphere to rival moons in size. Each tentacle was covered with suction cups lined with teeth larger than continents, while his central mass blotted out entire constellations.
"What kind of monster is this?!" Tony Stark's voice cracked as he stared upward at the entity that now dominated Earth's sky.
He had thought he was prepared for space-scale conflicts after witnessing the earlier space storms. But this transcended anything his enhanced intellect could process. The being above them operated on scales that made physics itself seem like a quaint suggestion rather than a fundamental law.
Across the planet, similar reactions were playing out. Ordinary humans found themselves paralyzed by existential terror, their minds simply shutting down rather than attempting to process the impossible sight above them. Even enhanced individuals with space awareness struggled to maintain their sanity in the face of such overwhelming presence.
"Is this what Ben has been fighting?" Mary Jane whispered, her enhanced physiology trembling with instinctive fear responses that no amount of super-soldier enhancement could suppress.
"That's exactly why strength is everything!" Looma declared, though sweat beaded her red skin as she forced herself to look directly at Vilgax's transformed state. Her warrior's pride refused to allow her to show weakness, even in the face of genuine space horror.
But pride had its limits. A single one of Vilgax's teeth could now destroy solar systems, while his tentacles possessed enough mass to gravitationally disrupt galactic clusters. Even multiplying her own power a thousandfold wouldn't allow her to scratch his defenses.
"But it doesn't matter," she continued with fierce loyalty, "because Ben will win!"
"Ben Parker!" Vilgax's voice boomed across dimensions, reaching every corner of the observable universe with the authority of a space force of nature. "You are nothing but a pretender to power!"
Light-years away, Emperor Milleous of the Incursean Empire looked up from his tactical displays with confusion etched across his amphibian features.
"Was that Vilgax's voice?" he asked his assembled court, his numerous titles and achievements suddenly feeling insignificant in the face of the power that voice represented.
"It sounded like him, Your Majesty," his aide replied nervously, "though the energy readings suggest capabilities far beyond our previous intelligence estimates. Should we... perhaps consider strategic withdrawal from this region of space?"
Before Milleous could respond, Princess Attea kicked the aide across the command chamber with enough force to dent bulkheads.
"Why should we fear that overgrown squid?" she demanded, her hands planted firmly on her hips in a gesture of defiant authority. "If Vilgax wants trouble, let him taste the power of our Death Ray Cannon!"
"Attea is absolutely right," Milleous agreed, puffing out his chest with renewed confidence. "If that tentacled fool dares to challenge the Incursean Empire, he'll discover why we're the beacon of destruction across the galaxy!"
Their bravado was understandable, they had no way of knowing that the space anomalies now disrupting their long-range sensors were direct results of Vilgax's power rather than natural phenomena.
Back on Earth, Ben watched Vilgax's transformation with clinical interest rather than concern. The alien's new form was impressive by single-universe standards, but it remained fundamentally limited by conventional physics.
"Vilgax," Ben observed, his voice carrying amusement rather than alarm, "I think your enlarged brain is overheating."
"I'll demonstrate my true power!" Vilgax roared, his tentacles beginning to phase in and out of visible reality as they extended into dimensional spaces beyond normal perception.
"No!" Thor gasped from his position on the crater floor, his divine sight allowing him to perceive what was happening. "He's drawing power directly from the Nine Realms themselves!"
This was beyond anything they had previously witnessed. If Vilgax succeeded in draining the fundamental energies that maintained dimensional stability across Asgard's space neighborhood, the resulting power release could theoretically threaten universal integrity.
Thor looked desperately toward Ben, hoping to see some sign that the space giant understood the urgency of the situation. They needed to interrupt this process before it reached critical mass.
But Ben made no move to attack. Instead, he simply stood in place and slowly raised both arms, crossing them in front of his chest to form a perfect "X" shape.
Energy began building between his crossed forearms, not the crude stellar fire that Vilgax was channeling, but something far more fundamental. Light that existed outside the normal electromagnetic spectrum, power drawn from sources that predated the current universe's formation.
"Even if this attack reduces the Omnitrix to space dust," Vilgax declared, his form now so vast that his voice caused tectonic shifts across multiple planets, "I will destroy you completely!"
He became an outline against the stars, a silhouette of malevolent intent that drew energy from every available source. The Nine Realms dimmed as their fundamental forces were siphoned away, while reality itself seemed to bend inward toward the space vacuum that Vilgax had become.
Endless power poured through his transformed state, accumulating beyond any scale that conventional mathematics could describe.
And in that moment of ultimate culmination, Ben released his attack.
"CELESTIAL COSMIC RAY!"
The beam that erupted from between his crossed arms wasn't merely energy, it was concentrated creation itself, the fundamental force that had shaped reality from primordial chaos. Where Vilgax's attack represented the accumulation and corruption of existing power, Ben's response embodied the pure principle of space order asserting itself against entropy.
BOOM!
The collision between ultimate attacks lasted for exactly one nanosecond before the outcome became inevitable. Ben's ray cut through Vilgax's accumulated power like a sword through shadow, neutralizing the stolen energies and returning them to their proper dimensional homes.
But the beam didn't stop there.
It punched through Vilgax's space form with surgical precision, carving a hole that extended from his center mass straight through to the edge of the observable universe. The energy continued beyond even that boundary, breaching the walls between realities to vanish into the multiversal void.
In the brilliant light of that ultimate technique, Vilgax's body simply ceased to exist.
No explosion, no dramatic death throes, just the quiet dissolution of a being who had reached too far beyond his natural limitations.
When the light faded, only empty space remained where the space tyrant had been.
Thor stared upward in stunned silence, his divine perception confirming what his eyes could scarcely believe. "It's... over?"
Ben lowered his arms, his massive form beginning to shift back toward more manageable proportions. "It's over," he confirmed, his voice already returning to normal human registers as the transformation reversed itself.
In the end, Vilgax had been right about one thing, the Omnitrix truly was the ultimate weapon in the universe.
He just hadn't understood that its greatest power wasn't the accumulation of force, but the wisdom to know when and how to use it.