Vilgax stood there, in the dominating position, Ben's friends backed up. Vilgax smirked.
"Here we are again.... me on the cusp of total victory... what will it be Tennyson? Diamondhead? Swampfire? Those tiresome Ultimate Aliens?" It was hardly a question it was a mockery. Vilgax knew he had won, yet he was wrong.
Ben examined the Ultimatrix, his previous use of it had drained it of most of its power, he could not use it. He had nothing to use except Azmuth's sword....

No, that power was too much for any one being, it was too much for anyone, and he couldn't let Power corrupt him. Ben breathed, he looked over to his friends as he smiled. He knew that he had only one shot, one opportunity, and he had to use it with everything, all of his power, all of his smarts (Or lack of) all his skills and experience.
But what if he failed? What if he messed up? Simple answer
He wouldn't.

"Guys...." He looked at his friends, they nodded. It had to be him, he would do this. This was his calling, he was Ben Tennyson, and no matter how many mistakes he had made before he had to let them go, those battles were over.
No... he couldn't do it, he was too weak, Vilgax had Ultimate power, he would win, the odds were a million to none... but when had odds ever got in his way? All his enemies he had learned something from them, he had learned so much.... and he's lost so much, he's made so many mistakes. This was his redemption, he would live up toi the legends he placed in so many words.

"Scared Tennyson? Of course you are, after all you are just a child given power he does not understand, a child who does not understand the power handed to him, a child who should have died long ago by my hand, an insignificant waste of potential that when handed power, rejects the possibilities and sticks to his guns. You are weak, you are powerless!" Vuilgax rushed to Ben, and Ben's life flashed before his eyes, Ben suddenly floated up as the moth creature, Big Chill, his blue skin revealing itself after a flash of green light, ben's hand returning to his side during this. Ben rushed downward, dodging and avoiding the beams of energy sent at him by Vilgax, going intangible to the physical attacks- but still feeling the pain, he was too slow... he is too weak. No that was just Vilgax and all his other enemies getting in his head, that's what they existed for. Too discourage their enemies and claim victory.

"You think me weak? Allow me to prove you wrong." Ben slammed the Omnitrix, turning into NRG as he sent beam after beam of energy at Vilgax, Ben realised his flaw, he was not using the Ultimatrix and its transformations as if they were an extension of himself, he was using the power given to him as a tool. Vilgax stood up, and rushed at Ben. Seeing no way he could finish this yet, he switched transformations again, through the same old way. He turned into one of his oldest Aliens, and possibly one of the only ones that he could use effectively here, Diamondhead.

Instantly, the crystalline creature was knocked backwards and struggled to get up. He breathed heavily as he stood up, his ability to stand suddenly reduced to the ability to momentarioly stand, before collapsing.
"Diamondhead again? This proves my point further." Ben was sent back again, and again and again, he yelled as his friends could not intervene, a barrier preventing yhem from moving a step further. Ben was on the floor, bruised, scarred. Humiliated.

The creature was picked up, and Vilgax pressed against the Omnitrix, he turned back into the human Ben, as Vilgax smiled maliciously.
"Give up, you know you cannot win. You are one in an infinitely vast pool of insignificant specimens, my Esoterica will deal with your friends once they see what I do to you. Save them the pain, be a true hero for once in your pitiful existence."
Ben's reply was predicatble.
"As long as I breathe, as long as I have the ability to think, I will never lose to YOU," Ben slammed the omnitrix, but not before being blasted into a wall.

He rose as Chromastone, and an idea formed in his mind. He jumped up, at least seven feet above Vilgax, and realised suddenly, there was a searing pain in his face. He couldn't let it get to him, he fired a beam of light at his oldest adversary, he felt the energy of the beam flow, as he moved it sideways, the beam went up, and spawned more smaller beams, going down to Vilgax and, while not damaging him significantly, very much confusing him. This was the power he had, this was the power he had at his disposal since he was 10 years old, he had so much potential and growth he could attain. Its time he explored his abilities.

Breathing, he kept om spawning Ultraviolet rays and firing them at Vilgax, egging him on as he continued evading his attacks, this was Vilgax's flaw, he claimed to have power but he could not use it as if it was a apart of himself, that much they shared, at least before. Vilgax was not used to this power he could not regulate it... it was a theory, and he knew in his head he could die. But what did he have to lose?
He was Ben Tennyson after all.

"Run while you can Tennyson, I will win eventually. I AM ALL POWERFUL." A powerful, and highly destructive beam of energy went to Ben, from there he could feel the full force of it, the Ultimatrix glowed in the light, Ben held his hands out. He had a limit, so he needed to risk it. For not just himself but the world. The universe, all of creation.

The energy was absorbed, at least it started being absorbed, before justy one millisecond of this began to make Chromastone crumble, no he would NOT let this happen, not today. Then he realised, he slammed the Ultimatrix, as four spikes grew out of it. Chromastone expanded in figure, now more leaner, his arms shifting from Magenta to silver, the skin going from a dark purple to a crystalline green, then part of the body revealed itself as clear blue, his entire body was a mix of reflective colours, the body shifting from colours rapidly. He emerged from the light, and all the energy went into him.
"And I.... am Ben Tennyson."

Ben rushed at Vilgax with blinding speed, now endowed with a considerable amount of power from Vilgax he showed how much powerful he had just became, at first Vilgax was a couple degrees more powerful, however the power of Ultimate Chromastone was no longer limited to just specific types of energy, it could absorb all types of energy, kinetic energy being key in this, Vilgax's attacks only fuelling him. Ben used this as he finally had enough power to get a full hold on Vilgax.
"I am sapping you of your powers for good, no longer will you abuse this stolen power." Ben began glowing, and Vilgax turned back into his regular state from when he first returned.
"Leave and never come back, if I see you on Earth ever again i will personally see to it that I correct the mistake of keeping you alive, if you even hurt another being in fact you will regret for the rest of your then to be shortened life." Ben was not speaking as himself anymore, he was speaking for every being in the universe. He would not let the universe suffer any further.

"This only proves my point Tennyson. Weak.... completely and utterly weak, you have all of the power you need and you don't use it. You call yourself a hero, but... you are just a human... and humans.... have a weakness." Vilgax didn't continue, a blast fired at Julie. She was down, charred and burned but not beyond recognition.

Ben raised his hand, and Vilgax found himself sent back into a wall made of energy.
"I would make you regret that, but there is one thing I will do with this power." His crystalline fingers raised themselves, as Julie was now healed completely.

"You are powerless Vilgax, you are weak, you will never win, where there is evil that thrives, the forces of Good will always find a way to purify the evil." Ben was angry, far beyond angry, but he was controlled. He went up to his old enemy.

"And what of this brave new power you have? What will it become? How will you use it? You claim to be a Hero but you won't use your unlimited Power to help those who suffer." Vilgax was trying to egg Ben on, as he looked the squid in the eye
"Because I'm not like you, I don't let Power corrupt me and I don't let it get to my head, I have made mistakes but that's the strength of us who live to put an end to suffering, if I wanted to I could make the world peaceful with all this power. But then I'd be like you, and that's something I wish to never become. All the humans you have corrupted and turned into Esoterica will now turn back to Humans, after that I will use the power once more to secure you in a prison you won't be able to break out of, no matter how much power you accumulate."

And so he did, as he spoke, every Esoterica became a human once more, and then Vilgax was gone.
"And now, to decide what to do with this." Ben said as he turned back into a human, grabbing Azmuth's sword.
"I suggest.... you give it back to its creator."

From behind Ben came out Azmuth, walking up to the former who dropped the sword, the latter touched the sword and it vanished.
Ben was about to walk off, but was interrupted.
"Give it to me." The small, yet very wise and very old creature said.
"What?" Ben asked, baffled.
"The Ultimatrix."
Ben didn't have to do anything, the device fell off his wrist and through a small touch it vanished.
"I guess that means I'm not worthy..." Ben didn't know what to expect, even now he was still full of mistakes, he was full of regret and full of weakness.
"You are worthy, you have proved your worth. This copy of my Omnitrix is simply too dangerous for anyone to possess, I will destroy it as soon as I get the chance." Azmuth paused as Julie got up, the group now being able to walk up to Ben as the barrier was gone.

"You've done it Tennyson, you beat Vilgax for good. Proud of you kid." Kevin wrapped his arm around Ben.
"I'm proud of you too Ben, you really are a good person." Gwen hugged him, July just smiled. No words needed.
"Now Tennyson if you would look at your wrist." Azmuth said as he interrupted the touching moment.

Ben felt something, as he rolled up his left sleeve. A watch, no, an Omnitrix. Ben was beyond happy, he was beyond words he was beyond gestures and he was beyond any type of reaction.
"In honour of the Universe, I give you the completed version of the Omnitrix. Use it wisely."
"I'll make you proud." Ben replied.
"You don't need to, you already have."

"Oh by the way you don't need to worry about the Master Control, consider it a gift for your services. You've earned this power, and I know you'll use it well." Azmuth then vanishes.

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This was a big one to write, but I feel good with it. The story won't end here don't worry, I plan on making up my own version of Omniverse through taking the best aspects and remixing them. I felt this was a more wilder and fitting end to UA, but I am not an expert. But I hope I can at least live up to my own expectations.