Ben 10 in Marvel Universe

Chapter 8: The Fall of the Phoenix and the New Form



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The flying HQ howled through the sky, battered by fire and fury. Sirens screamed, red strobes painting the smoke-clogged corridors like a living heartbeat. Every wall groaned. Every second teetered on collapse.

Wildmutt—nothing but muscle, instinct, and alien rage—tore down the steel hallways, his claws screeching against the floor. Gwen clung to his back, arms locked tightly around his neck, each jolt threatening to throw her off as flames licked at their heels.

Then came the crash. Wildmutt burst through a half-melted bulkhead and stopped dead.

The room ahead was in ruins. The walls had caved in, consoles were gutted, and bodies lay scattered across the floor. At the center of it all stood a warrior, breathing heavy—Thor. His cape was half-burned, his left eye nearly swollen shut. Mjolnir rested in his hand, still crackling with residual energy, as his chest rose and fell beneath the weight of war.

With a low growl, Wildmutt lowered Gwen to the floor. She scrambled behind him.

A monstrous sound echoed from behind.

The wall exploded like paper. Steel buckled.

Hulk had arrived.

His massive frame filled the breach, eyes glowing with radioactive fire, muscles bulging, every breath pounding like a war drum.

Thor didn't flinch. Gritting his teeth, he muttered, "Ah. I liked you better when you only smashed furniture."

The Hulk roared, loud enough to make the walls tremble, then charged like a green cannonball of death.

Thor hurled Mjolnir. The hammer cracked against Hulk's jaw, snapping his head sideways—but the beast barely blinked. As Mjolnir whirled back, Hulk was already there.

He tackled Thor mid-air. Fists like meteors pummeled him through support beams, one after another, until Thor crashed into the floor, the impact bending the metal beneath him. Thor coughed blood, rolled to a knee—but Hulk grabbed him by the chestplate.

"Still... not as ugly as your temper," Thor groaned.

With a crunch, Hulk hurled him through a collapsed wall.

Wildmutt leapt without hesitation, seeing no other path. His teeth sank into Hulk's shoulder, claws raking down the monster's back. Hulk howled in fury, reaching over to grab the alien beast by the neck.

"Ben, no!" Gwen screamed.

With a devastating slam, Hulk drove Wildmutt into the floor, denting the deck plates. The Omnitrix on Ben's chest blinked—once, twice—then flared red.

Wildmutt dissolved. Ben lay sprawled, unconscious.

Gwen's voice broke. "Ben!"

She dashed forward, barely dodging a burning hunk of ceiling. Pink energy bloomed from her palms, forming a shimmering barrier around Ben's crumpled body. Dropping to her knees, she cradled him, shielding him with everything she had.

Ben's eyes fluttered. "Did someone... turn off the lights...?"

"Stay with me. Please," Gwen whispered, tears falling.

Another explosion shook the hallway.

From the smoke, Thor emerged again, armor dented, blood streaming from a cut over his brow. Mjolnir danced with stormlight in his grip. His voice was low, a growl as thunder coiled around his arms.

"Round two, beast."

He launched himself at Hulk, and this time, the storm answered.

Below deck, the war was quieter—but no less deadly.

Smoke slithered through broken corridors like ghosts, winding around dim emergency lights. Shadows flickered across every wall. From the rubble, Natasha Romanoff rose, blood trickling down her temple, one arm clutched tightly against her side. Her breath came in sharp bursts, but her eyes were full of fire.

She had to reach Fury.

But she wasn't alone.

Rounding a corner, she froze.

Clint Barton stood before her. Bow already raised. His eyes glowed with that unnatural ice-blue light. Beside him, three SHIELD agents stood like statues—fully armed, expressionless, puppets on invisible strings.

"Clint…" Her voice cracked.

There was no answer. Only the sudden twang of a bowstring.

Arrows whistled through the corridor. Natasha dove, rolled beneath the first volley, a blur of precision. She kicked off a wall, twisted mid-air, vaulted over crates as the agents charged.

She met them like a storm.

A brutal elbow shattered a nose. A spin-kick swept one's legs out. She dropped to a knee, disarmed the third with a wrist lock, then flipped him into a wall.

Three seconds. Three down.

Only Clint remained.

Neither of them hesitated.

Their clash unfolded like a dance of ghosts. Punches flowed into counterstrikes. Grapples turned to throws. Her movements were fast, dirty, efficient. His were clean, surgical, haunted. Every blow told a story. Every dodge remembered trust.

"You are in the way," he said, voice cold and mechanical.

"Then move," she growled through gritted teeth.

He swung. She ducked. She struck. He blocked.

But she was fighting for him.

Sliding behind, she hooked his arm and locked him into a chokehold, dragging him into a brutal jujutsu submission. He thrashed. She held on.

"Come back to me, Clint. Fight it. You're stronger than this—you always were."

For a heartbeat, his resistance faltered. Pain crossed his face.

"We… destroyed the last engine…" he choked out, his voice glitching.

She froze.

"It's over. You'll all fall… with it." He laughed then, broken, cruel.

Natasha's heart sank. She saw not an enemy—but the man she couldn't lose.

With a firm strike, she cracked the butt of her pistol against his skull.

Clint collapsed, limp in her arms.

She crumpled beside him, chest heaving. Gently, she brushed sweat from his brow.

"Not today," she whispered.

The lights flickered. The ship groaned. And above, thunder echoed.

The hallway shuddered again, strained under the weight of gods and monsters. Thor flew back, crashing into a wall and struggling to rise, lightning flickering along his arms. Across the chamber, Hulk bellowed, steam rising from his skin, his fury a living force.

"You hurt Hulk! You don't know Hulk!" he roared.

He seized Thor by the ankle, spun him like a wrecking ball, and hurled him with devastating force—straight toward Ben and Gwen.

Gwen's eyes went wide with panic. "Oh no—NO!"

She threw out both hands, summoning a glowing pink energy shield in front of them, bracing for impact.

Thor slammed into the barrier. It shattered instantly.

The explosion of light filled the corridor as Thor spiraled downward, about to crush them—

"Noooooo!" Ben screamed.

Then, salvation.

A vibranium shield whipped through the air, intercepting Thor mid-flight like a battering ram of justice. Captain America landed hard, absorbing the force as he and Thor tumbled, skidding to a stop just inches from Ben and Gwen.

Jet engines roared. Tony Stark landed beside them.

"Come on, Point Break. You're a god, not a bowling ball!"

"I'm… working on it," Thor groaned.

Hulk roared again, charging like a living avalanche.

Cap and Tony stepped forward. Thor rose beside them.

Tony's voice snapped over comms. "Kid! We could really use that fire alien—right now!"

Ben checked the Omnitrix, voice trembling. "Still red! Just—just a few more seconds!"

Thunder echoed as Thor unleashed a barrage of lightning bolts, driving Hulk back. Iron Man fired twin repulsors into Hulk's chest. Sparks and rage exploded across the chamber.

"Take your time, kid!" Tony shouted. "Not like we're fighting a giant green apocalypse or anything!"

Meanwhile, Cap held the line against corrupted SHIELD agents, his shield ricocheting with deadly precision. He fought with silent fury, defending what remained.

The Omnitrix blinked green.

"Now!" Ben shouted, slamming it.

A brilliant surge of green light exploded outward.

From the flash stepped Heatblast, his body a blazing inferno, eyes burning like molten lava.

"Time to turn up the heat," he growled.

He unleashed a jet of flame, crashing into Hulk's chest and driving him backward. Hulk roared, pounding the firestorm with furious fists—but the fire wouldn't stop.

Thor and Iron Man charged in beside him.

"All in! Bring him down!" Tony ordered.

Mjolnir slammed into Hulk's back. Iron Man hit him with a full-powered chest beam. Heatblast poured fire at the already-weakening wall behind Hulk—

The metal buckled.

With a final, desperate roar, Hulk plunged through the breach into the open sky, vanishing into the storm clouds below like a green comet.

Silence fell.

Ben de-transformed and dropped to his knees, the Omnitrix smoking faintly.

"Hhhh… oh man…" he groaned.

Gwen caught him. "Ben?!"

He offered a weak grin. "Remind me… not to wrestle that guy again…"

But there was no time to rest.

The Helicarrier gave a deep, grinding groan—its final breath. Lights flickered. The floor tilted. Sirens howled.

They were falling.

Tony checked his HUD. "Last engine's gone. We're in free fall."

Ben collapsed to one knee, exhausted. Gwen held him close. Thor stood tall, lightning flickering in his fists. Cap remained steady, shield in hand, gaze locked.

Through the shattered ceiling, the sky burned. Earth loomed below.

Cap turned to Stark, voice iron-strong. "Tony. We need a way to stop this—now."

Tony's voice was tight. "Working on it… but I'm open to miracles."

Cap nodded once, then faced the others.

"Hold the line. We make our stand—before the sky falls."

The world tilted into darkness.

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If you're enjoying this story and want to help it stay alive — or if you're curious to read up to 7 chapters ahead — check out my Patreon! Every bit of support helps me keep going:

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