"The level of sophistication in Stark's technology is absolutely incredible!"
In a different abandoned factory on the outskirts of New York, Ben—transformed into Grey Matter—had methodically disassembled nearly every component of the Mark III armor. His bulbous eyes tracked the intricate pathways of circuit boards with the kind of focused intensity that only Galvan intelligence could sustain.
"These neural interface units in the helmet create a direct connection with the wearer's nervous system," he observed, his high-pitched voice echoing in the empty space. "It allows for intuitive control without requiring conscious thought for every micro-movement."
The engineering was brilliant in its elegant complexity. Tony couldn't possibly operate something as massive and sophisticated as the Iron Man armor through pure physical strength, but delegating every minute adjustment to an AI would create unacceptable response delays. The neural interface bridged that gap, translating thought into action with minimal latency.
"And this explains how War Machine can function without Jarvis's level of artificial intelligence," Ben continued, studying the control systems. "The pilot interface is sophisticated enough to handle most operational requirements independently."
Still, gaps remained in his understanding. Despite Grey Matter's enhanced cognitive abilities, some of the more advanced concepts eluded him—his foundation in physics and engineering, while improved, wasn't quite sufficient to grasp every innovation Stark had developed.
"My baseline knowledge is still too limited," he sighed, hopping down from the armor's chest piece. "I need more theoretical grounding before I can fully appreciate what I'm looking at."
The inherited memories from Grey Matter's species provided fragments of understanding, but they were like having access to an advanced textbook written in a language he only partially understood. The concepts were there, tantalizingly close, but not quite within reach.
About thirty minutes later, the familiar timeout warning echoed through the factory as the Omnitrix automatically reverted him to human form. Ben waited patiently for the recharge cycle to complete, then activated the device once more.
This time, the holographic interface displayed a hulking, bear-like silhouette covered in intricate circuit patterns. Ben pressed the selector, and immediately felt his body dissolving into something far more fluid and adaptable.
Black, semi-liquid skin spread across his frame while brilliant green lines traced geometric patterns along his transformed anatomy like living circuitry.
"Upgrade!"
The Mechamorph species from Galvan B represented one of Azmuth's most ambitious creations—artificial life forms designed to interface seamlessly with mechanical technology. Unlike purely biological entities, Upgrade could merge with and enhance technological devices, adding new capabilities that transcended the original design parameters.
Standing over two meters tall in his default humanoid configuration, Upgrade possessed the ability to shift between solid and liquid states at will. The sensation was unlike anything Ben had experienced as a human—his consciousness now existed as a distributed network rather than centralized in a single brain.
"This is going to take some getting used to," he said, watching the circular pattern on his head pulse with each word.
But adaptation could wait. He had more pressing experiments to conduct.
"Time to see exactly how far Upgrade can push the Mark III's capabilities," Ben said, placing his massive palm against the powerless armor.
The transformation was instantaneous and total. His liquid form flowed over the armor like intelligent mercury, black material seeping into every joint, every circuit, every microscopic gap in the construction. The armor's original red and gold color scheme vanished beneath Upgrade's dark surface, replaced by the distinctive black base with pulsing green circuitry.
Most importantly, the Omnitrix symbol now occupied the vacant space where the Arc Reactor had been, providing both power and control interface for the merged system.
The moment the integration completed, Ben felt the armor come alive around him. No—that wasn't quite right. He had become the armor, his consciousness distributed throughout every system and component. When he flexed his fingers, he could feel the servomotors responding, the haptic feedback as immediate and natural as moving his original limbs.
"Complete technological symbiosis," he marveled, studying his transformed hand. "I'm not wearing the armor—I am the armor."
The sensation of enhanced strength was immediate and intoxicating. A simple jump carried him several meters higher than should have been possible, while his movements retained the fluid grace of his human form despite the armor's bulk.
But the real advantages went far beyond basic physical enhancement. As Upgrade, Ben could reshape the armor's configuration in real-time, adapting to any tactical situation with thought-speed precision.
"Let's test the weapons systems," he said, adopting a combat stance.
Immediately, armaments deployed from every conceivable surface—shoulders, forearms, chest, legs. Missile pods, energy projectors, and targeting systems emerged with mechanical precision, transforming him into a walking arsenal.
"Incredible," Ben breathed, examining the ordnance displays. "These were originally single-use munitions, but Upgrade's replication abilities make them effectively unlimited."
Every weapon system now drew from his Mechamorph physiology rather than finite ammunition stores. He could theoretically maintain sustained fire for hours without depleting his arsenal—a capability that would make him more dangerous than an entire military unit.
The temptation to test-fire the systems was overwhelming, but Ben forced himself to maintain operational security. Energy discharges or explosions would certainly attract unwanted attention, and he couldn't afford to reveal his location or capabilities to Stark's monitoring systems.
For the next thirty minutes, Ben explored the merged armor's capabilities with growing excitement. The integration went far beyond simple possession—he was essentially operating at nano-tech levels of adaptability, able to reconfigure the armor's structure on demand. Limbs could become thrusters, the chest could open into a massive cannon array, even his basic locomotion could shift from bipedal to whatever configuration the situation demanded.
But like all good things, the experience had to end. The Omnitrix began flashing red warnings, accompanied by increasingly urgent alarm tones that echoed through the factory space.
The forced separation was jarring. One moment Ben existed as a distributed technological entity, the next he was merely human again, standing beside an inert pile of armor components that had resumed their original configuration.
"Unfortunately," he said, brushing imaginary dust from his clothes, "Upgrade's enhancements only persist while the merger is active. Once separated, everything reverts to baseline functionality."
The limitation was frustrating but not unexpected. It meant that while he could operate the Iron Man armor as Upgrade, he couldn't create a permanently enhanced version for later use. The practical implications were significant—he couldn't exactly carry several hundred pounds of armor components around New York, and keeping them hidden from Stark's search efforts would be an ongoing challenge.
"If only I could access Malware's capabilities instead," Ben mused, contemplating alternatives. "Complete technological absorption and permanent integration would solve a lot of problems."
Malware, the corrupted Mechamorph, possessed abilities that far exceeded normal Upgrade parameters. Where Upgrade could merge temporarily, Malware could literally devour technology, incorporating it permanently into his structure and replicating it indefinitely. He'd even managed to copy and corrupt the Omnitrix itself in the original timeline.
But accessing Malware would require deliberately corrupting the Omnitrix's genetic templates, risking damage to the entire system. The potential benefits weren't worth that level of risk.
"Better to work with what I have," Ben decided pragmatically.
The remainder of the evening passed in cycles of experimentation and forced timeouts as Ben explored different alien transformations and their potential applications. By the time genuine darkness settled over New York, he'd gained a comprehensive understanding of his current capabilities and their limitations.
Time to head home.
Nighttime in New York City was never truly safe, but some areas were worse than others. The stretch of blocks between May Parker's workplace and the nearest subway station fell definitively into the "worse" category.
May huddled deeper into her coat as another gust of wind cut through the urban canyon between buildings. Years of demanding work had taken their toll on her slight frame, and the grey in her hair seemed more pronounced under the harsh streetlights.
She checked her watch again, anxiety gnawing at her stomach. Peter had promised to pick her up after school ended, but that had been hours ago. Every passing shadow made her grip her purse tighter, every unexpected sound sent her heart racing.
"Where could he be?" she whispered to herself, scanning the empty street for any sign of her nephew.
The rational part of her mind suggested that Peter had simply forgotten—teenage boys weren't exactly known for their reliability. But Peter wasn't like other teenagers. He was responsible, considerate, the kind of young man who called if he was going to be even a few minutes late.
Which meant something might be wrong.
The thought sent ice through her veins. Peter had been acting strangely since the Oscorp field trip, secretive and distracted in ways that reminded her uncomfortably of his father's behavior before Richard and Mary had disappeared from their lives forever.
Just as May was working up the courage to abandon her post and head home alone, a dark shape emerged from the shadows at the far end of the street.
Her hand instinctively tightened around her purse strap, every urban survival instinct screaming warnings as the figure approached through the dim light.