This version of Benjamin Kirby Tennyson is from an alternate Universe that closely parallels the Prime Timeline. Three months after he found the Omnitrix, Vilgax invaded, but this time he won. He destroyed Ben’s hometown of Bellwood as well as his entire family. Leaving him with no choice but to submit to Vilgax's rule. Vilgax decides to make Ben his apprentice and create a living weapon out of the Omnitrix user, forwarding his desire to conquer the Universe.

• Ben -10 is currently 13-Years-Old.

• This Omnitrix has the same roster as the Prime Timeline.

• Through years of training and missions, Ben became a ruthless warrior who willingly kills his opponents. Vilgax trained him in various forms of martial arts in both human and alien form. Even providing knowledge on the species’.

• Due to Vilgax having extensive knowledge of the Omnitrix, this Ben has the Master Control.

• Although Vilgax knows how to give Ben more aliens, he chooses to keep him at a limit so that he doesn’t become tempted to overthrow him. Hence not giving him more powerful forms like Way Big, Sunspot, Novablaze, or Alien X.

• Ben doesn’t name his aliens anymore. Instead he just calls them by their species name.

• Azmuth is currently self-isolating in the Null Void due to Vilgax obtaining the Omnitrix.

• Eon travels to his Universe in order to recruit him in hopes to rule the Omniverse. But they will come in conflict with Ben Prime and Professor Paradox.

• Eon bargained with this version of Vilgax in order to use his Ben Tennyson. Vilgax allows it as this alliance will allow him to finally conquer his Universe.

Through years of training and missions, Ben became a ruthless warrior who shows little emotion aside from rage. His tutelage under Vilgax has made him lose any sense of child-like wonder and is solely focused on Vilgax’s mission. At first he hated him for what he did to his family, but now he has grown to accept his place in Vilgax’s empire and sees his past as a blessing, not a tragedy. This also makes him the most proficient fighter among his alternate counterparts.