The Horse-Faced Thunder God—that was the title Ben had always associated with the warrior now lying broken before him. Yet as he studied Beta Ray Bill's distinctive features, he realized how superficial his understanding had been. The being before him wasn't truly a horse at all, but rather a member of the Korbinite species who had undergone radical cybernetic transformation in service to his people.
Bill's original organic form had been sacrificed long ago, replaced with mechanical components and enhanced physiology designed for one purpose: to serve as the ultimate guardian of his dying race. The process had been voluntary, a supreme act of selflessness that had transformed him from ordinary Korbinite citizen into something approaching a living weapon.
In Ben's fragmentary memories of the comic, Beta Ray Bill would eventually encounter Thor and prove worthy of wielding Mjolnir itself—a distinction shared by perhaps a handful of beings in the entire universe. He had once been counted among Sakaar's greatest champions, a warrior whose name was spoken with the same reverence reserved for legends.
Yet here he lay, defeated and broken, his dreams of freedom shattered against Princess Looma's superior power.
"The Red Wind Queen is more formidable than I anticipated," Ben murmured, his respect for the Champion growing with each revelation of her capabilities.
In his mind, Red Wind Queen had already assumed the position of primary obstacle to his conquest of Sakaar. If he was going to claim this world as his own, he would need to find a way to either defeat or recruit the arena's reigning champion.
Ben approached the fallen warrior cautiously, noting the tears that traced silver tracks down Bill's metallic cheeks.
"You're fortunate to be breathing, Bill," Druuk offered, his rocky voice carrying genuine sympathy. "The Red Wind Queen doesn't typically kill her opponents. The previous champion used to twist challengers' heads clean off their shoulders like bottle caps."
But Beta Ray Bill's tears weren't born of self-pity or fear of death—they flowed from a much deeper well of despair.
Before his arrival on Sakaar, the massive colony ship carrying the last survivors of Korbin had come under attack by forces beyond their ability to resist. Faced with the imminent extinction of his people, Bill had made the desperate decision to place his entire race into cryogenic suspension while he led a small strike force to buy them time.
The mission had been doomed from the start. His team had been annihilated, and Bill himself had been left drifting unconscious through the void until Sakaar's gravitational field had claimed him as another piece of cosmic debris. Now, trapped in the Red King's arena with no hope of earning freedom through victory, he could only imagine the fate that awaited his frozen people.
Without their guardian, the Korbinites were helpless prey for any predator cruel enough to take advantage of their vulnerability. His failure meant not just personal captivity, but the extinction of an entire civilization.
Ben could feel the weight of collective despair settling over the gathered gladiators like a funeral shroud. Beta Ray Bill had represented their best hope for victory—if someone of his caliber couldn't defeat the Red Wind Queen, what chance did any of them have?
The mathematical reality was stark and unforgiving: three consecutive victories earned freedom, but the final challenge was insurmountable. They were trapped in a system designed to offer hope while guaranteeing failure.
"It seems clear that if we want to leave this place," Ben said with deliberate calm, "we'll need to overthrow the Red King's entirely."
The words fell into the dungeon like stones into still water, creating ripples of shocked silence that spread through the assembled prisoners. Every eye turned toward him with expressions ranging from disbelief to terror.
Korg's massive stone hand clamped over Ben's mouth with surprising gentleness, his gravelly whisper urgent with concern.
"Are you completely insane?" the Kronan hissed. "You can't just announce something like that! What if the Death's Head units are listening? And even if we wanted to organize a rebellion, there's proper procedure to follow—we'd need to form committees, design recruitment posters, hold planning meetings..."
Korg's rambling continued with the enthusiastic verbosity that seemed to be his species' trademark, but Ben extracted himself from the stone warrior's protective embrace and moved toward Beta Ray Bill's prone form.
Kneeling beside the defeated champion, Ben pressed the Omnitrix against the Korbinite's metallic skin. The device responded with its characteristic chime as it absorbed and catalogued yet another unique genetic signature.
"Don't despair," Ben said quietly, his voice carrying an odd certainty that seemed to resonate through Bill's cybernetic systems. "The Korbinite people will not perish. I promise you that."
The words shouldn't have carried such weight coming from someone who appeared so physically insignificant—Ben's entire leg was barely as thick as Bill's forearm—yet something in his tone penetrated the warrior's grief like a blade through armor.
Bill found himself trembling, not from fear or weakness, but from the unexpected surge of hope that Ben's promise had kindled in his mechanical heart. He didn't understand why this stranger's words affected him so profoundly, but for the first time since his capture, the crushing weight of despair seemed to lift slightly from his shoulders.
What Bill couldn't know was that Ben wasn't speaking metaphorically. The Omnitrix now contained a complete genetic template of Korbinite biology, preserved within its quantum storage matrix like a seed waiting for the right conditions to bloom. Even if every living member of Bill's species perished, their civilization could theoretically be reborn through the watch's incredible capabilities.
The irony wasn't lost on Ben that most of the genetic samples he'd collected on Sakaar had limited practical value. If these various alien species possessed truly formidable abilities, they wouldn't be languishing in the Red King's dungeons—they would have won their freedom long ago and departed for more hospitable worlds.
Still, each template served a purpose beyond immediate utility. And the data would prove invaluable when Ben eventually attempted to construct his own version of the device.
After the group had offered what comfort they could to their fallen comrade, the gladiators began to disperse toward their individual preparations for the challenges ahead. The routine of survival reasserted itself with practiced efficiency.
"Come on," Korg said, his tone artificially cheerful as he gestured for Ben to follow. "Let me show you where we keep the weapons. You'll want to find something that suits your fighting style."
The Kronan's casual demeanor was a masterclass in psychological self-preservation—by acting as if Beta Ray Bill's defeat was just another routine setback, he could avoid confronting the larger implications of their situation.
Ben understood the coping mechanism all too well. These prisoners had witnessed too many cycles of hope and crushing disappointment to invest emotionally in each individual tragedy. They had learned to compartmentalize suffering as a matter of survival.
It wasn't callousness that drove their apparent indifference—it was the accumulated wisdom of beings who had seen passionate newcomers arrive full of righteous fury and revolutionary fervor, only to watch them break against the arena's implacable machinery of violence. The lucky ones died quickly. The unlucky ones lived long enough to have their spirits systematically destroyed until they became hollow shells going through the motions of existence.
Compared to such fates, Beta Ray Bill's defeat was almost merciful. He was alive, which meant he retained the theoretical possibility of eventual victory, even if the statistical probability of success approached zero.
Ben said nothing as these grim realities played out around him. He understood that words alone would never reach these broken souls. They had heard too many speeches about hope and freedom, had watched too many self-appointed saviors get torn apart in the arena's unforgiving sand.
What these people needed wasn't another lecture about the power of unity or the inevitable triumph of justice over tyranny. They had seen justice trampled underfoot too many times to believe in such abstractions.
They needed something far more tangible: proof that victory was possible.
They needed to see their oppressor bleed.
They needed to witness the impossible made real—David bringing down Goliath with nothing but courage and determination.
Even if it was just an illusion, even if the victory proved temporary, they needed to remember what hope felt like. Like travelers dying of thirst in an endless desert, they required the sight of water to sustain them, even if it turned out to be a mirage.
Ben couldn't conquer Sakaar alone. What he could do was serve as a catalyst—a spark to ignite the ember of rebellion that still flickered in these broken hearts.
The stage was set. The enemy was clearly defined. All that remained was to light the fuse.
With that realization in his mind, Ben turned away from Korg's surprised gaze and strode purposefully toward the cell door, his voice carrying with absolute conviction across the suddenly silent dungeon.
"I challenge the Red Wind Queen to combat!"