The Sword and Shield of the Universe

Fem!Ben, Azmuth The Great Thinker is known throughout the universe as a being in possession of a very dangerous mind. The most dangerous thing he'd ever come up with was the Omnitrix. Meant to be a shield against Evil, only someone truly Good could ever be worthy of wielding it. Well, it's a good thing Annie Tennyson found it and not some other weirdo.