Archive of Our Own ^beta

Chapter Text

The clock slowly ticked the seconds away as the entire class waited impatiently for the last school day to be over.

At last, the teacher stood up, “Just a reminder: it’s still not too late to sign up for summer school.”

“Yeah, right. Like that’s gonna happen in a million years,” a ten-year-old by the name of Ben Tennyson scoffed under his breath.

Finally, the bell rang and everyone hurried to escape into the long-awaited freedom of summer vacation. Ben dallied in the hall instead, waiting for a friend. He didn’t have to wait for long before a slightly pudgy, glasses-wearing boy rounded the corner.

“Ben! How ya been, man?” JT smiled and offered his hand for a fistbump.

Ben smiled back, "Pretty good, actually. Today I’m leaving on a roadtrip with my grandpa. The whole summer in an RV travelling across the country… It’s gonna be great!”

“Man, that’s awesome! I wish I could say the same. But I’m gonna be stuck in the boring old Bellwood for the whole summer.”

Ben shrugged awkwardly, “Sorry, man. But hey, at least you’ll have Cash around, right? Where is he, by the way?”

Cash and JT were usually joined at the hip. Their parents were good friends, so the two had known each other since diapers. They pretty much lived in each other’s pockets, which often made Ben feel like an outsider in their little group. (But he wasn’t going to complain. At least he had friends, even if they were losers like him, perpetually stuck at the bottom of the food chain.)

“Cash went ahead,” JT replied. “He wanted to meet with a buddy from the chess club.”

But as they walked out the doors, they were presented with an unwelcome sight: an older boy had cornered Cash and his buddy and was demanding money from them.

Ben curled his hands into fists. Why did so many people enjoy hurting others? “Leave them alone!” he yelled.

The bully turned around and swaggered towards him with a smirk, “Oh, look! The little shrimp wants to play a hero! You sure you can back it up?”

Then in one swift move he punched Ben in the gut. Ben crumpled on the ground, wheezing in pain.

The bully sneered, “What’s the matter, hero? Got a boo-boo? Run to your mommy, she can kiss it better!” He laughed again, “Oh well. Since it’s the last day of school and all, I guess I can cut you little brats some slack. See ya in September, losers!”

And with a jaunty wave of his hand the bully swaggered off.

“Sorry, man,” Cash said with an apologetic smile that looked more like a grimace. “I should’ve been watching my back: that guy really has it out for me. Thanks for trying to help.”

“No problem,” Ben coughed as his friends helped him stand up. He looked away, wishing he could’ve done more. (What could he do? He was just a ten-year-old kid.)

He stayed in the schoolyard catching his breath, until a familiar house on wheels pulled up. A window rolled down and his grandfather Max called, “Come on, Ben, let’s go! I wanna make it to the campsite before nightfall.”

Ben said goodbye to his friends and scrambled into the RV, his mood improving immediately. “I’ve so been looking forward to this!”

Then he paused and blinked at the sight of his red-headed cousin sitting at the table. “Wait. Gwen?! You’re here too?! Weren’t you supposed be in the nerd school right now or something?”

Gwen rolled her eyes. “That’s summer school, doofus.”

“That’s what I said. Summer school for nerds!”

“Well, I was going to but somebody convinced my mom that going camping for the summer would be a good experience for me.”

Grandpa Max smiled at them, “That would be me! I thought it would be fun if your cousin came along with us, Ben. And you’ll have someone your own age to hang out with.” He frowned slightly, “Is this going to be a problem?"

Ben and Gwen gave each other identical, narrow-eyed looks.

“Well… As long as she stops being a nerdy, dweeby queen of cooties–”

“–And he stops being a dorky, videogame-obsessed doofus–”

The cousins trailed off then shrugged in unison.

Grandpa Max smiled. “That’s great! We’re going to have so much fun this summer!”

Somewhere in the outer reaches of that particular solar system, two ships were engaged in a game of cat and mouse. One was a behemoth of dark metal and harsh angles. Its entire front half was split in two lengthwise, forming the main cannon of the ship. Red lightning danced between the two parts but the weapon didn’t yet fire: its adversary carried the cargo that was far too valuable to damage.

The much smaller blue-green vessel with a curved, almost organic-looking hull, weaved between the red blasts the auxiliary cannons spewed at it, but it couldn’t shake off its pursuer.

The captain of the larger ship, one crewed by robots and aliens of different species, ordered a status report.

“Our shields are down but so are theirs. Their hyperdrive is disabled and our armor can handle their fire," his crustacean lieutenant replied.

“Destroy it if you must but do not allow this ship to escape!” the captain, a squid-like alien known to the galaxy as Vilgax, hissed. “The weapon it carries can finally change the tide of this war. We cannot allow it to fall into the hands of the Plumbers!”

The two ships moved closer and closer to Earth, exchanging blows over one of the most powerful items in the galaxy.

“Yeah, mom, we’re at the campsite already. Uh-huh… Why didn’t you tell me my doofus of a cousin would be here? …Ugh, mom! …Yeah, okay, bye. Call you later.” Gwen turned off her phone and looked at her cousin, “Are you gonna call your folks too?”

Ben shook his head without looking up from his videogame, “I don’t have a phone.”

“Well, if you promise to be careful with it, I can give you mine,” she offered.

“They already handed me over to grandpa. Why do I need to tell them anything?”

“If… you say so?” Gwen muttered unsurely. What was his deal?

She pocketed her phone and looked around the campsite. Was there anything interesting here or would she have to make her own entertainment? At least her mom allowed her to take the laptop and the strangely sophisticated satellite dish on top of the Rustbucket provided stable internet connection even in the wilderness.

Before she could drift away from the RV, her grandfather came out, carrying a bowl of spaghetti. At least, it seemed like spaghetti at first glance, if not for the fact that it was moving.

Ben looked up from his game and scrunched up his nose, “Okay, I give up. What is it?”

Grandpa Max smiled, “Mealworms. They’re considered quite a delicacy in some countries.”

Gwen barely suppressed a disgusted scream, “Yeah, and totally gross in others!”

“Well, if these don’t sound good, I have some smoked sheep’s tongue in the fridge,” Grandpa Max offered.

“Can’t we just get a burger or something?” Ben begged.

“Nonsense! This summer is gonna be an adventure for your taste buds! I’ll grab the tongue.”

As soon as his grandfather left, Ben leaned closer to Gwen and whispered, “Okay, I’ve got a half-eaten bag of corn chips and a candy bar in my backpack. What do you have?”

She gulped nervously, “Some rice cakes and hard candy. Think we can make them last the whole summer?”

“Hey, kids! I nearly forgot, I have some octopus here!” their grandfather called from inside the RV. “And it’s so fresh, it’s still moving!”

Ben shuddered. “Nope. Not dealing with that.” Then he stood up and hollered, “I’m going for a walk, grandpa! Gwen can eat my portion: she just told me how much she loves octopus!”

“Ben, don’t you dare!” Gwen yelped, but he had already run away into the woods.

Unknown to the humans, up above the larger ship had finally worn the other one down to the breaking point. Their constant barrage of fire had finally paid off.

"Their propulsion system has been destroyed,” the lieutenant announced.

“Prepare to board,” the captain commanded. "We must get the Omnitrix, quickly!”

The other ship fired one last time. It was an extremely lucky shot, a needle-in-the-haystack chance, but it connected with the bridge and an explosion wrecked the inside. With a wail of alarms, the emergency forcefield activated, preventing the air from leaking through the holes in the mangled hull.

Having been thrown into a wall by the explosion, the lieutenant struggled to stand upright. His four spindly legs trembled slightly, fighting against the artificial gravity, and he wondered dazedly whether the gravity generators were malfunctioning or if he was truly too weak to stand.

Then all thoughts fled his mind at the sight of a mountain of twisted metal dripping with green blood right where his captain had been a mere moment ago.

He slammed his hand over the intercom, “Medical team to the bridge! Now!”

Then he rushed towards his captain, using the powerful pincer on his left arm to throw away the bloodied pieces of metal debris.

In his hurry, the lieutenant didn’t see that the energy surge from the explosion caused their main cannon to malfunction and fire at the enemy ship, tearing it apart. Then an escape pod streamed out of the wreckage with an escort of two robots and headed towards the planet below.

“Man, this is gonna be the worst vacation ever,” Ben grumbled as he walked through the forest, well away from his grandfather’s ideas of appropriate food.

And he was so looking forward to this too! A chance to get out of Bellwood… He should’ve picked summer school instead: it wasn’t like his parents ever cared what he did. At least school food wasn’t this gross.

Then again, school always meant bullies and here the only trouble he had to deal with was Gwen. As long as she wasn’t being all nerdy and annoying, he could tolerate the dweeb. And her presence also meant that Ben had someone in his corner against the grossness of grandpa’s food. Who knew? Maybe together they would be able to convince grandpa to feed them something normal.

Or he could run away and live in the woods. That was an option too.

Ben sighed and looked up at the night sky. He had always liked looking at the stars and imagining alien worlds. Worlds with better life…

That was when a bright glowing object lanced across the skies.

“Wow, a shooting star!” Ben exclaimed in wonder.

However, he had no time to make a wish, because the object made an abrupt turn and hurtled straight towards him. He gasped and ran, barely avoiding it, but the force of its impact with the ground was still enough to knock him down.

After a few seconds of lying on the ground with his arms over his head, Ben dared to stand up. He peeked over the edge of the deep trench the object carved in the ground and tried to see what it was. It looked like some sort of a satellite, still hot and shrouded in vapor from its entry through the planet’s atmosphere.

Ben shuffled closer to the edge but the weakened ground gave way under his feet and he fell in with a loud scream. He quickly scrambled back to his feet and looked at the object.

It was a metal sphere that slid open the moment he approached as if it could sense his presence. Something inside it beeped and glowed green.

Ben leaned closer, his curiosity overcoming his fear. He squinted, trying to discern what the glowing object was. It looked a little like–

“A watch?” he mumbled. “What’s a watch doing in outer space?”

He reached towards it, which was when the object did something entirely un-watch-like. Like a living thing, the strange device leapt up and clamped around his left wrist. Ben screamed and waved his arm around, trying to get it off, but it remained stuck, as if glued to his skin.

Terrified out of his mind, Ben ran screaming into the woods.

The lieutenant watched blankly as the medical team carried away the mangled body of his captain. His pincer clicked open and closed in a nervous habit that he had never quite managed to get rid of. He felt so utterly useless…

“Kraab!”

He stopped his incessant clicking and turned to the science officer that had been calling him (judging by his pinched expression, he had been at it for a while). “Yes, Psyphon?”

“Our sensors have detected an escape pod,” the red-eyed humanoid with striped black and white skin said.

Kraab stared at him blankly, his mind struggling to process the information, before he forcefully shook himself off. As the second in command and with his captain indisposed, he was now in charge. He had no time for feelings.

“Send a drone after it,” Kraab ordered. “With any luck, we will get the Omnitrix back without causing any trouble to the inhabitants of this planet. And start on the repairs: I need this ship up and running as soon as possible.”

Ben was starting to suspect that trying to touch a strange object that fell from the sky wasn’t his best idea. He tried to pull it off, bite it off, shove a sharp stick under it, but nothing worked.

Finally, he gave up and started to examine the device. He pressed the sides of the round dial on top of it and it popped up with a beeping noise. Then the hourglass icon on it slid into a diamond shape, showing a humanoid picture inside. Now even more curious, if still a little freaked out, Ben pushed the dial down.

He bit back a startled scream when the strange device sank into his skin. Burning heat spread over his body, melting it into fiery red of burning lava.

“Aaaaahhhh! I’m on fire! I’m on fire!” he screamed and ran around in blind panic. Yet when he stopped for a moment, a realization hit. “Hey, I’m on fire and I’m okay!”

Ben looked at the glowing yellow cracks covering his crimson skin, “Check it out, I’m totally hot!” He laughed at his own joke and raised his fire-encased hands. He threw the flames at the nearby tree, blasting off several branches. “Oh yeah! That’s what I’m talking about!”

He rubbed his hands together, growing a fireball between them, and threw it at another tree. The blast tore through it, destroying two more trees behind it.

Then his eyes widened, his elation drowned by fear. What was he doing? He was shooting fireballs in a forest!

“No, stop!” he cried as the wildfire spread around him.

He tried to stomp out the flames but his magma-hot feet only made it worse. Struggling to think of some way to stop the fire, Ben didn’t notice that he wasn’t alone until something bitingly cold hit his back.

He turned around to see his cousin holding a fire extinguisher. She took one look at him and screamed.

“I know I look weird but there’s no reason to be scared,” Ben tried to reason.

Gwen didn’t listen. She jumped and hit him in the face with the fire extinguisher.

Ben tumbled down and coughed when another spray from the extinguisher hit him in the face, putting out the flames around his head. The fire quickly reignited, reacting to his annoyance. “Hey! Will you stop that already?!”

“I don’t know who or what you are, but you will stay down if you know what’s good for you!” Gwen threatened.

Ben ignited her shoe in retaliation, forcing his cousin to hop back and put it out.

“I warned you!” she scowled and raised the fire extinguisher over her head.

“Don’t even think about it, dweeb!” Ben yelped.

A look of dawning comprehension came onto her face and she lowered her makeshift weapon. “Ben? Is that you? What happened?!”

Ben hurried to explain his series of misfortunes with the freaky watch when he heard his grandfather’s voice.

“Gwen, are you alri–” Grandpa Max stopped and gasped. “What in blazes?!”

“Hey, grandpa, guess who?” Gwen said, pointing her thumb at Ben.

Ben awkwardly waved his hand, “Hi, grandpa.”

“Ben?! What happened to you?”

Before he could start retelling the sequence of events that turned him into some sort of a fiery monster, Gwen interjected, “Um, hello? Major forest fire burning out of control, remember?!”

Ben nearly jumped. The fire! “What do we do?!”

“Backfire. Start a new fire and let it burn into the old one: they’ll snuff each other out,” Max ordered. “Think you can do it, Ben?”

“Shooting flames?” Ben smirked. “I can definitely do that!”

Away from the forest fire, two pods, each of them easily the size of a car, landed near the crash site. They shifted and unfolded into bronze-colored robots with tank threads set in their lower section and two pincers on top.

The two robots rolled towards the impact area only to discover that the escape pod was empty. The powerful cannons set on top of their heavy bodies rotated and fired at the crash site to remove the evidence from the local inhabitants. Then they rolled into different directions to search for the Omnitrix.

Soon, another robot fell to Earth. This one was bigger and shaped more akin to a praying mantis, albeit with hands rather than jagged scythes that particular insect was known for. Just like the others, it located the crash site, but its priorities were somewhat different.

It had to find the Omnitrix, destroy the enemy drones, and protect the local species from being harmed in the crossfire.

“So you say that this watch just jumped out and clamped onto your wrist?” Grandpa Max asked once the fire was dealt with and they could safely return to the campsite.

Ben couldn’t fully decipher his expression, but the disbelief in it still hurt.

“It wasn’t my fault I swear!” he protested.

“Think he’s gonna stay a monster forever?” Gwen wondered.

She pulled a marshmallow out of the pack and threw it at him. Ben caught it in one hand, his touch immediately roasting it, and shoved it into his mouth. At least he could still eat in this state. That had to count for something, right?

“He’s not a monster, he’s an alien,” Grandpa Max corrected.

Ben and Gwen exchanged confused looks. Why did he sound so sure about it?

“I mean… look at him, what else could he be?” their grandfather added quickly.

“I don’t wanna be fire guy forever!” Ben complained. “How am I supposed to play little league with Cash and JT if I charcoal the ball every time I catch it?”

“Don’t worry Ben, we’ll figure this out.”

At that moment the hourglass symbol on Ben’s chest started to beep. It glowed red so brightly that Gwen and Grandpa Max were forced to turn away and shield their eyes. When the light subsided, Ben was back to his usual self.

“I’m me again!” he cheered. Then he scowled and pulled on the device still attached to his arm, “Ugh, still can’t get this thing off.”

“Better not play around with it anymore until we know what exactly we’re dealing with,” Grandpa Max warned him. “I’ll go check out that crash site. You guys stay here until I get back.”

Ben hid behind the RV, trying to figure out how the alien watch worked. Unfortunately, it didn’t take long for Gwen to find him.

“Grandpa said not to mess with that thing!” she snapped.

“Oh, come on! You can’t tell me you’re not even a little bit curious about what this thing can do!”

“Not in the least.”

Ben scrunched up his nose, “You sure you’re related to me?” Then he sighed, “Look. If I can figure this thing out, maybe I can help people. Not just, you know… make things worse.”

Gwen skeptically raised an eyebrow, “What, you think you can be some kind of comic book superhero?”

Ben silently kept fiddling with the watch. Of course the answer was ‘yes’, but it felt too strange to say out loud.

“So… what did it feel like, going all alien like that?” Gwen asked next, breaking the awkward silence.

“It freaked me out at first. It was like I was me but also someone else.”

Ben didn’t say it aloud, but it felt good to be someone else. (Someone better than the plain old Ben.)

Finally, his tinkering paid off. The hourglass dial popped up with a beeping noise and displayed the same image it had before. Twisting the dial changed the image into a different one. Then another, and another: ten of them in total.

“Hey, I think I figured out how I did it! Should I try it again?” Ben wondered excitedly.

Gwen winced, “I wouldn’t.”

“No duh, you wouldn’t,” Ben mocked and promptly slammed down the dial.

Once again the watch sank into his flesh, but this time he could feel fur bursting out of his skin. His back hunched over and his legs reshaped, forcing him to stand on all fours. His face lengthened into a snout and his eyes vanished.

“Ew! What is this ugly mutt?” Gwen complained.

Ben growled at her, drool dripping down his fangs.

She snickered, “What’s that, Ben? Little Timmy fell down the well? Oh! Do you wanna play fetch? Here, doggie-doggie-doggie!”

Something akin to gills opened on the sides of his neck, the infrared sensors painting the image of Gwen waving a stick in the air.

“Oh, wait. You don’t even have eyes. What good is this one if it can’t even see?”

In response, Ben lunged forward and grabbed the stick with his teeth, covering Gwen’s hand in slobber.

“Aaaahhhh! Gross-gross-gross!” Gwen shrieked and tried to wipe her drool-covered hand on his fur but Ben easily dodged her every attempt. “You’re the worst!”

In response, Ben gave his cousin a doggy grin and ran into the woods, eager to test this alien’s capabilities.

Jumping from tree to tree and swinging between branches, Ben couldn’t help but change his opinion on this vacation once again. He had no idea what this alien device was, but he knew for certain that it was the best thing that had ever happened to him.

But his fun wasn’t meant to last. His gill-like sensors pulsed in warning and Ben jumped off, moments before the tree he had been perched on was blasted into pieces.

A robot that looked like a mixture of a crab and a tank rolled towards him. It was too big to fit between the densely growing trees but its powerful laser blasts were more than capable of ripping apart any obstacle in its path.

Ben was forced to jump across tree branches as it kept shooting at him, but with the strength and agility this form granted him, he was fast enough to climb up a tree and leap down at the robot, landing on top of it. Its cannon spun around, blasting the trees uncontrollably, but Ben held on tightly. He clawed at the base of the cannon where the armor seemed thinner and the metal gave way, revealing the inner circuitry.

He dug deeper, ripping out wires and circuits, and the robot trembled. Its tank threads shifted once, twice, and stilled completely. It didn’t move again.

Ben roared in triumph and jumped off the metal husk, just in time to transform back to human form in a flash of red.

“Ha! That’s what you get for being such a jerk!” Ben crowed and pumped his fist in the air.

“Ben! Are you alright?!” Gwen yelled, running towards him. “What the heck is this thing?”

“Some kind of robot? Who cares! Whatever it is, I certainly showed it who’s the boss!” Ben bragged.

Gwen looked at the metal husk and gulped nervously, “Let’s just go back to the Rustbucket. I don’t wanna know if this thing has friends.”

Unbeknownst to them, the other robot had detected the deactivation of its twin. Its programming had analyzed the situation, calculated the probability of its own destruction, and deemed it unacceptably high.

It moved towards the husk of the deactivated robot and scanned it for damage. Its main processing unit had been destroyed and there was some damage to the weapons system, but it remained mostly intact.

Usable.

The robot opened its hull. The wires inside it uncoiled and reached towards its broken twin, their systems synchronizing and activating the experimental gestalt protocols. The complex mechanisms came to life and the two robots reshaped and combined into a single, much bigger one.

When the process was complete, the new robot rotated its cannon and destroyed several trees with a blast twice more powerful than it could use before. Then it extended four crab-like legs and lumbered out of the forest with heavy steps that shook the ground.

“I told you not to fool around with that thing on your wrist until we know what the heck it is!” Grandpa Max snapped after hearing the jumbled explanation of what had transpired while he wasn’t around.

Ben winced, “Sorry, grandpa.” Then he perked up slightly, “But at least I figured out how to make it work! All you gotta do is press this button, then when the ring pops up, you just twist it until you see the guy you wanna be. Slam it down – and you’re one of the ten super-cool alien dudes!”

“What about staying a super-cool alien dude and not transforming back into plain old pizza-face?” Gwen needled.

“I haven’t figured that part out yet,” Ben admitted, although the idea did sound good.

Grandpa Max frowned, “I’m not sure you should get too attached to this thing. From the sound of it, somebody already wants it back.”

Ben scowled, “If they sent some evil robot that tried to smash me after it instead of asking nicely, they don’t deserve to have it back!”

That was when the radio crackled to life. “Mayday! Mayday! Somebody help us! We’re under attack by some sort of – and I know you’re not gonna believe me – robot!”

“I don’t think they’re taking no for an answer…” Gwen whispered with wide eyes.

Ben gasped and dug his hands into his hair, “That robot still works?! I should’ve ripped it to pieces! Those people are in trouble because of me!”

“What you should have done, was let someone better equipped take care of this,” Grandpa Max said.

“What? No way!” Ben yelped. “What the heck can cops or those park ranger guys even do against a giant robot? I gotta help those people!”

Because that was what heroes did, especially if it really was his fault.

Before his grandfather could protest, Ben ran out of the RV and activated the watch. Choosing an alien at random, he slammed down the dial. The device flashed green once again. This time his body turned into solid crystal, making him look like a living gemstone.

“So what can this guy do?” Gwen asked.

“I don’t know but I sure hope it’s something good.”

He ran towards the campsite, his cousin and grandfather following after him. There they could see the mechanical crab that looked like two robots merged haphazardly together stomping on cars and trailers. People screamed and ran away from the robotic horror but when it tried to attack them, another robot that looked more like a praying mantis shot it, throwing off its aim. The crab turned around and blasted the mantis, making it stagger.

“What’s going on here?” Gwen wondered. “Why are they fighting each other?”

“Who cares? I’ll distract the robots, you two get the campers away from here,” Ben ordered.

Grandpa Max stared at him for a second then nodded, both him and Gwen running off and getting to work.

Ben ran forward, waving his hands, and shouted, “Hey, tin can! Come over here and fight me, alien robot to alien… alien!”

Both robots turned to stare at him. Then the crab robot fired an energy blast at him but the mantis got in its way once again. It clawed at the top of the crab’s shell, trying to destroy its cannon, but the crab quickly recovered and ripped off one of the mantis robot’s three legs. Its next blast hurled Ben into one of the trailers, blowing it up with him inside.

Oddly enough, Ben could barely feel the impact, the tough crystal of his new body more than capable of taking a beating. He could feel his hands shift in a strange, hard to describe way. Looking down, he saw that they had changed into sharp crystalline blades. Using his new weapons, Ben sliced open the metal on top of him and climbed out of the ruined trailer.

“This alien is awesome!” he cheered.

He rushed towards the crab robot and attempted to slice off one of its legs. With the speed and grace that evil hunk of metal had absolutely no right to have, it jumped over his head and tried to smash him with its weight.

Ben barely managed to dodge. He gulped nervously when he saw its cannon rotate towards him, “I think I’m in trouble.”

With the sound of grinding metal, the damaged mantis robot grabbed the crab by the leg and ripped it off, slamming the crab’s body into the ground. In response, the crab turned its cannon around and blasted the mantis in half.

Before it could climb back to its remaining legs, Ben rushed towards the robot and stabbed it in the side. He willed his crystals to grow and expand, cutting through the wires and mechanisms inside it. The robot twitched and fell still, the crystal spikes sticking out of its shell making it look like a porcupine.

He heard Gwen shout in glee, “Yeah! Way to go, Be– I mean, diamondheaded guy!”

Ben quickly ran back towards the RV. His cousin and grandfather followed after him, leaving highly confused campers and rangers behind.

“That was so cool!” Ben cheered after returning to normal.

“I have to admit, that was a pretty awesome fight,” Gwen nodded. “But why were those two robots fighting each other in the first place? It looked like one of them was trying to protect people.”

“Mantis good, crabs bad,” Ben shrugged then raised his left arm, showing off the alien watch. “Whatever! All that matters is that I’m gonna become a hero with this thing!”

“Ben, I don’t think you should get too attached to it,” Grandpa Max warned. “We don’t know what side-effects it could have on you. And who knows who it really belongs to? Or who might come after it.”

“Yeah, right! If anyone tries to take it from me, I’ll just go alien on them!”

Grandpa Max looked troubled but didn’t say anything more.

They went to sleep soon after. This strange day gave them all a lot to think about.

The spaceship orbiting the planet was in a sorry state, but its captain fared even worse. He was missing his left arm and both legs. His mangled body was suspended in liquid inside a transparent tank, connected to a host of tubes. Tiny drones programmed by the medical team crawled over him, fixing what they could.

Kraab nervously clicked his pincer a few times, unpleasantly reminded of his own injuries that forced him to use cybernetic replacements for most of his body. At least Vilgax was still alive and even lucid enough to hear his report.

“Sir. The courier’s ship was destroyed and the Omnitrix landed on this planet. However, our records show that the escape pod that carried it made an abrupt change of course during its descent. Psyphon suspects that it had homed in on a Plumber signature.”

“Maxwell…” Vilgax hissed slowly, his expression distant. “Is that you standing in my way again, old friend?”

“We don’t know all the details yet,” Kraab continued, “but according to the data feed from the drone we sent, the Omnitrix has found a host, though their identity remains unknown. Our drone was destroyed in the skirmish with the ones sent by the courier and it was unable to retrieve the Omnitrix.”

“Observe and attempt to identify the host but the repairs must take priority,” Vilgax ordered. “We have been jamming the courier’s communications, so the Plumbers shouldn’t yet know we are here… Unless the Omnitrix is already in Maxwell’s hands. I should have never allowed him to live…”

The next morning Gwen was helping her grandfather load the RV, preparing to move on to the next stop of their roadtrip. She paused only long enough to update her parents over the phone. Of course, she wasn’t crazy enough to say anything about aliens and robots. After all, who would ever believe something like that without proof? (And even if they did, Gwen didn’t want them to drag her back home: this summer was turning out to be far more interesting than she could’ve ever hoped for.)

Grandpa Max looked around, “Where’s Ben?”

“I dunno. Haven’t seen that slacker since breakfast,” Gwen shrugged.

That was when she saw a blue blur speed towards them. It stopped, kicking up a cloud of dust, and revealed itself as a blue-skinned reptile with wheeled feet.

Gwen squinted at the hourglass dial on the creature’s chest, “Ben?”

“Yep! And hey, check this out!”

He sprinted around, gathering their camping equipment. In a few seconds, everything was packed.

He stopped and grinned, “Pretty fast, huh?” As the flash of red turned him back human, he added, “I think this is gonna be the best summer ever!”

“It’s definitely gonna be interesting,” Gwen agreed. “So, where did you go anyway?”

Ben smirked, “Just had to take care of a few things before our vacation really got rolling.”

Back in Bellwood, JT and Cash converged on a tree.

“How did Ben manage to leave these notes in our rooms?” JT wondered. “Isn’t he supposed to be on a camping trip?”

“Better question, what did he mean when he said there’d be some ‘sweet justice’ waiting–”

They stopped and looked up when they heard a groan above. There was the very same bully that had punched Ben yesterday hanging by his underpants from a tree branch.

JT and Cash were in tears by the time they were done laughing.

Chapter Text

“This is so unfair,” Ben grumbled, kicking the floor of an unremarkable grocery store the Tennysons went in to grab some food before their sightseeing trip around Washington DC.

Gwen threw a box of cereal in his face, “Will you grow up already? You’ve been pouting since yesterday.”

Ben caught the box and glared at his cousin, “Shut up, dweeb.”

She only rolled her eyes, “Wow, great comeback, dorkasaurus. Now, are you gonna just stand there doing nothing or will you help me get some normal food? ‘Cuz lemme tell you: I’ve seen what grandpa is buying, and I’m not eating that!”

“Whatever.”

“Fine, keep being a baby! I don’t care! But I’m not sharing my food with you!” Gwen shouted and stomped away from the aisle.

“Stupid dweeb…” Ben muttered.

He shoved the box of cereal back on the shelf and leaned against the side of the aisle with his arms crossed and his back hunched over. He looked at the alien watch on his wrist and scowled at it. And he had such hopes for this thing!

Yesterday, he had used the fiery alien that he had decided to call ‘Heatblast’ to save two people from a burning building, then to stop a robbery. But did anyone care? No! The cops and the firefighters took all the credit! No one even thanked him!

He was torn out of his angry thoughts by his grandfather’s voice, “…Ben, why are you just standing here?”

“That’s ‘cuz he’s pouting like a baby,” Gwen jeered.

“This again?” Grandpa Max sighed, “Ben, I understand that you’re frustrated, but if you insist on being a hero, then you should focus on helping people, not on trying to get famous.”

“But I do! I do help people! Why is it so bad that I want to get a little respect for it? I saved their lives! Is it really so hard to say ‘thank you’?!” Ben scowled even more, “Maybe I shouldn’t be a hero, if everyone is gonna act like this!”

Gwen rolled her eyes, “Then don’t. No one’s forcing you to do this, you doofus. You’re the one who’s obsessed with the watch.”

Ben huffed and looked away. Of course she didn’t understand. She had no idea what it was like for all her efforts and hard work to go unacknowledged. Unappreciated. Ignored.

In the back of his mind, he bitterly wondered why he had ever expected anything different.

In a small rundown apartment in a poor part of the city, a grey-haired man with sickly sallow skin tinkered with a horned helmet that looked like it had been made from kitchen appliances. A rat scurried over the table and pressed its whiskered nose to his hand. The man smiled softly and pet its grey fur. Why was there so much prejudice against them? Rats were such lovely animals: smart, affectionate, friendly… So much better than humans.

The man stood up and reached into the pantry. He took out a piece of stale bread and rubbed it between his fingers, dropping the crumbs on the table. Several more rats scurried out of the cracks in the wall to get the food.

“Sorry, my dears, but this is all I have left,” he said apologetically.

He had spent all the money he still had on finishing the helmet. It was only due to his dear pets bringing him lost coins and bills from around the city that he could still afford something to eat. Ah, the joys of being on the run… He was frankly surprised that he hadn’t yet been evicted from this apartment: his landlord was far too kind. (And not very interested in looking at his ID, which was why he chose to stay here in the first place despite any misgivings. It was surprisingly easy to get lost in the crowd in a big city, not to mention get the materials he needed.)

But at long last his work was finished! The man put the helmet on his head and connected the wires to the power cell attached to his vest. He was aware that he looked ridiculous in this getup but he didn’t particularly care. He needed the device to work, not look pretty.

Someone knocked on the door and his expression fell. He never had guests, so this could’ve only been his landlord. He supposed that anyone’s patience would’ve run out at this point: he hadn’t paid rent in quite a while.

The knocking grew more insistent.

The man picked up his backpack where he kept his research notes, spare clothes, and other assorted items. If he was to be evicted, he might as well make it quick and leave immediately. It wasn’t like he had all that many possessions. Maybe this time he would move somewhere–

The door flew off its hinges.

He gasped and reeled back as several armed men, none of whom were his landlord, walked in. Though one of them was familiar to him, unpleasantly so.

“Thompson!” he hissed, backing away from the intruders.

“Dr. Animo. Did you really think that we wouldn’t find you?” Thompson sneered and gestured around the room, “And really, hiding in this slum? You have been a respected scientist–”

“And whose fault is it that I’m not one anymore?!” Animo snapped.

“Yours, actually,” Thompson smirked. “If only you agreed to work for us–”

“That’s not going to happen! I refuse to allow this technology to fall into the wrong hands!”

“Wrong hands?! I am representing the interests of the United States!”

Animo scoffed inwardly. Was that supposed to make him feel better? He wasn’t blind to the faults of this country’s government and the last thing he wanted was his research becoming a tool for the military machine. And considering that they hired people like Thompson…

“Very well then,” Thompson said coldly and pointed his gun at the scientist. “This is your last warning: come quietly or things might get a little… messy.”

“You can’t afford to kill me,” Animo scoffed, stifling his fear. “You need my knowledge. You can’t weaponize the technology you can’t understand.”

Thompson gestured at his helmet, “You’ve been so much trouble, I’d rather remove this device from your corpse and use it myself. Or am I wrong to assume that this thing on your head is a miniaturized version of your so-called mutant ray? Though before you get any ideas, don’t think I will allow you to use it.”

“You know nothing!” Animo hissed through gritted teeth.

He knew it would come to this, eventually: running only delayed the inevitable. If he didn’t want his life’s work being turned into a weapon, he had to either destroy any shred of information about it, including that in his brain… Or he had to start fighting back.

Animo activated his helmet with nothing but a thought. This was what he had been working on: tuning the Transmodulator to his own brainwaves until he could control the device with his mind. Until he was the only one who could use it.

A red flash of energy burst from the antennas and hit one of his pet rats. The animal grew to the size of a tiger, its weight crushing the table to pieces. It leapt at the unwelcome guests and knocked them off their feet.

Another flash of his helmet made the other rats grow as well. He jumped atop one and shouted, “Forward, charge!”

The rats burst through the windows, smashing through the dirty glass. Animo spared a moment to mentally apologize to his landlord, but right now he had bigger problems to deal with. He flinched at the sound of car engines behind him. He turned around and saw several black vans chasing after him.

…Right. Of course escaping wouldn’t be this easy.

The scientist gritted his teeth and steered the rats into the main street, hoping that his pursuers would be more reluctant to attack him in public. Besides, his dear pets were far more maneuverable on a busy street than cars. With any luck, he would be able to outrun them.

As the Rustbucket moved away from the grocery store, Ben was still fuming, but since he didn’t want Grandpa Max to lecture him, he kept his mouth shut. He stared out the window, feeling angry and bored at once, when a swarm of giant rats – was there someone riding one of those? – ran past the Rustbucket, followed by several official-looking black SUVs.

Ben blinked, startled out of his half-asleep state, and jumped back to his feet. Finally, a distraction! He twisted the dial of his watch and slammed it down. His body elongated and streamlined. Long prehensile tail stretched out behind him and his feet reshaped into organic wheels.

He quickly pried the doors open and jumped out of the RV, rushing after the man with the rats. With the gift of super-speed this alien granted him, Ben leveled with him in mere seconds.

“This road is for cars only!” Ben yelled at him. “Pull your rat over and I won’t have to kick your butt!”

The man gasped and leaned towards him, “What an amazing lifeform! And you can even speak English! I have never seen anything like this! Tell me, what are you?”

“Um… An alien?” Ben stammered. This wasn’t a reaction he had been expecting from a bad guy about to get a butt-kicking.

“Fascinating! Oh, the research I could’ve done–”

His musings were interrupted by a bullet whistling past his head. The man cursed under his breath and pressed himself closer to his rat in an attempt to make himself a smaller target.

Ben fell back instead and adjusted his speed to run alongside one of the vans. The man leaning out of the window with a gun in hand had to be the one who shot at them. He was middle-aged and completely average-looking but something about him felt unsettling.

“Hey, why are you trying to shoot that guy?” Ben asked. “Did he rob a bank or something?”

The man bared his teeth in a snarl, “Another of his monsters? You better get out of my way, lizard, if you know what’s good for you!”

He reached back inside the van and pulled out– A rocket launcher?!

Ben’s eyes widened. Was this guy crazy? He had only seen weapons like this in movies and video games, but he still knew that using one on a busy street was going to kill or injure a lot of people! Ben quickly yanked the weapon away and broke it in half, before throwing the pieces back into the van, right into the crazy man’s face. Then he sped off towards the rat-rider who was starting to look saner and saner in comparison.

“Aaaand he ditched us,” Gwen huffed, climbing into the front seat of the RV. “What a jerk. Why does he even need to get involved? There are already people chasing after the rat guy.”

Grandpa Max sighed heavily, “Ben is just a boy. It’s not unexpected that he wants to show off. He is only ten: he doesn’t know any better.”

Gwen snickered, “You mean, he’s too stupid to know better?”

Her grandfather only sighed and sped down the road.

Animo yelped when he felt something grab him and suddenly he found himself in the arms of the supersonic reptile. He used his helmet to shrink the rats back to their regular size, barely managing to snag the one he had been riding on and hide it in his vest pocket, then he ordered the rest of his pets to run away.

The blue alien sped him away until suddenly the hourglass symbol on its chest began beeping and flashing red. The reptile barged into an abandoned warehouse and dropped him before bright red light consumed it. When it dissipated, there was a human boy standing where the alien had been.

“Incredible…” Animo breathed out. “You can change your form as well?!”

Was it an alien that could shapeshift into a human or a human that could change into an alien? Judging by his mastery of human language as well as the turns of phrase he had used, Animo was inclined to think it was the latter.

“Uhhh, you didn’t see anything?” the boy tried but quickly caved under Animo’s skeptical look, “Please, don’t tell anyone!”

“I won’t. I understand the need to keep abilities like yours under wraps,” Animo reassured. “Although I would appreciate an explanation.”

He knew that rare mutations that granted superhuman powers existed, but judging by what little he saw of the boy’s transformation, there seemed to be some kind of technology involved. There had to be some truly fascinating story behind it.

“Um, okay,” the kid agreed. “But first I wanna know what’s going on here.”

“A story for a story then. Very well. I am Dr. Aloysius Animo–”

“Nice name,” the kid snickered.

Animo gave him a mild glare. He had already heard every joke imaginable about his name back in college, thank you very much.

“…Okay, shutting up now,” the boy mumbled awkwardly.

“I used to be a geneticist, working on things like improving livestock and trying to bring back extinct and endangered species,” Animo continued. He pointed at his helmet, “My Transmodulator is the culmination of this research. But the prototype I had before, while far more unwieldy, still managed to attract the attention of the government, although they were far more interested in its military applications.”

“And that’s who those guys chasing you are, right? Some kind of secret agents?”

Animo nodded, “The man who has tried to shoot us is Robert Thompson. He is the one who has approached me back then, offering me more money than I could earn in my entire lifetime. But I knew that this technology is too dangerous in the wrong hands, even if I realized it a little too late. That’s why I refused to hand it over.”

The boy winced slightly, “And then he tried to kill you.”

“Oh no, that came later. First he had me fired from my job, then evicted from my apartment, then my bank account was frozen… I knew that if I kept refusing him, things would only keep escalating, so I destroyed the prototype, took all my research notes, and ran away. I have been dodging Thompson for a while, using that time to prepare for the inevitable confrontation, which is what you have witnessed. Thank you for your help back there, I truly appreciate it.”

The kid smiled at him, “Well, that’s what heroes do, right? …So, what are you gonna do now?”

He shrugged, “Try to escape this city and find a new place to hide. But enough about me! Tell me about your abilities.”

The kid held out his left arm, showing the strange bracelet around his wrist. “My grandpa, my stupid cousin, and I were camping in the woods when an alien space pod fell from the sky. This weird watch thing was inside. It jumped on my wrist and now I can’t get it off. But it’s totally cool! With it I can transform into ten different aliens!”

Animo grabbed his arm, almost knocking the boy off his feet in his hurry to examine the device. “Fascinating! Different kinds of alien DNA, all inside this singular contraption! Is it even DNA? Perhaps, it’s RNA or something entirely different! Oh, what I wouldn’t give to have the time to study it and all its functions!”

The boy tugged his arm away, “Well, you don’t have that time! I’m not gonna just sit here and be bored while you mess around with the watch. And anyway, weren’t you gonna try and get out of the city?”

Animo nodded, “Yes, you are correct, of course… I apologize. Sometimes I get too far ahead of myself. Also, I don’t believe I got your name?”

“Ben.”

“Well then, thank you again for your assistance, Ben, but I really should be going. A word of advice though: keep that thing on your wrist well-hidden. There are plenty of people who would love nothing more than to weaponize it. You will not know a moment of peace if your identity is ever revealed.”

Unfortunately, they weren’t going to get any peace now either. The sound of a helicopter and several cars approaching the warehouse made them both stiffen.

“Oh, no… They have found us already!” Animo swallowed nervously. “I don’t think a single rat will be enough to deal with them.”

“Don’t worry,” Ben said and twisted the dial of his watch. “XLR8 can get us out of here in no time!”

In a flash of green light, he was transformed into a pale crystalline humanoid.

“…Diamondhead? Oooookay. Not what I was going for, but this works too.”

He turned towards the door of the warehouse and raised his hands, reshaping them into blades.

Animo grabbed one of the spikes growing from his shoulder blades, “What do you think you are doing?!”

“I’ll distract them so you can get away. There should be a backdoor here somewhere.”

“No! I forbid it!”

“You and what army?” Ben smirked and ran outside before Animo could make any further protests.

With Ben’s trail gone cold, Max had to follow the black vans that had been chasing after the giant rats. He tried not to attract their attention since there were too many unknowns in this strange situation for his liking, but that train of thought went right out the window when he saw Ben rampaging through the SUVs.

“What the heck is he doing?! Why is he attacking these guys?” Gwen exclaimed.

Max frowned, “I don’t know… But I intend to find out.”

Ben sliced through the cars, tearing up their metal like tissue paper. The soldiers kept shooting, trying to stop him, but the bullets simply bounced off his diamond skin. Regular humans, even armed ones, were no match for the crystalline alien.

Unfortunately, the soldiers didn’t get the memo. They kept firing at him, trying to find a weak spot.

Until one of them did.

It felt like a white-hot knife stabbed him through the heart. Currents of energy surged through his body and Ben screamed in pain, falling to his knees. Darkness crept into the edges of his vision, but from the corner of his eye he saw the bullet lodged into the hourglass symbol on his chest.

The last thing he saw before he lost consciousness was the bland-looking man approaching him with a sadistic smile.

“Well-well-well, would you look at that… Another of Animo’s monsters. I hope you can talk too: there are so many questions I want to ask you… Before I cut you apart piece by piece.”

Gwen and her grandfather watched from a safe distance as Ben’s unconscious body was loaded into a van.

“What do we do?” Gwen whispered. “We gotta help him somehow!”

“We have to find where they are taking him and wait for a good moment to sneak him out,” Grandpa Max said.

“Maybe we should create some sort of distraction–” she started to say when a giant monstrous pigeon dove from the sky.

The mutant bird ripped into one of the vans with its massive talons. Then more pigeons appeared and on the back of one was the same strange man that began this entire ordeal.

“This army!” he yelled. “Fly, my pretties!”

One of the giant birds crushed the tail of the helicopter with its powerful beak and sent it spiraling down in flames, the pilots barely managing to jump out before it crashed into the warehouse. The others attacked the people on the ground, who met them with a hail of bullets.

The first pigeon finally tore off the roof of the van and reached inside with one clawed foot. It pulled out Ben’s unconscious body, stretched its wings, and rose into the sky.

Gwen stared blankly into the distance. “…Did that doofus just get kidnapped again?”

Ben groaned and woke up. The pain was thankfully gone but he still felt groggy. He opened his eyes and found himself staring into the sky.

Orange, sunset sky.

How long had he been asleep? Why was he lying on a roof somewhere? And why was he still Diamondhead?! He struggled to sit up but the sharp pain in his chest forced him back down.

“Don’t try to move, Ben,” the now-familiar voice of Dr. Animo said. “There was a bullet in that watch of yours. I pulled it out but that dial still doesn’t look good.”

Ben carefully angled his head and looked down. He winced at the sight of the bullet hole right in the middle of the dial that exposed its inner circuitry. The hourglass icon was no longer green, it wasn’t even red: it was completely grey. It looked… lifeless.

Was his watch really broken? For good? …Was he going to stay in this form for the rest of his life?

“It is truly an amazing device,” Animo said, interrupting his thoughts. “It appears to be in a self-repair mode of sorts.”

“Self-repair?” Ben repeated, now hopeful. “The watch can fix itself?”

Animo nodded. “The hole has been getting visibly smaller. One can assume, you will return to normal once the damage is fixed, although I’m not sure whether you will be able to transform immediately afterwards.”

Ben breathed out a sigh of relief. If he never returned to human form, he’d rather it happened on his own terms and not because some jerk with a gun broke his watch.

“So, can you tell me what happened back there?”

Animo grinned, “Pigeons! Lovely birds, live everywhere. And a few just so happened to get into the range of my Transmodulator.”

“Heh, nice. But why didn’t you escape?”

The scientist frowned, “And leave you in Thompson’s hands?”

Ben winced, remembering the sadistic glee in that man’s voice, “Yeah, okay. Good point. Um, thanks.”

Animo waved him off, “I’m fairly sure that you would’ve done the same. Though I still want it on the record that I highly dislike your habit of risking your life.”

Ben was too tired to argue, though he could kinda see where Animo was coming from. He didn’t like seeing people in danger either.

“Where are we?” he asked instead.

“Near the Smithsonian,” Animo replied.

Wasn’t that the name of the museum that Gwen wanted to go to? “…Why?”

The scientist grinned and tapped the edge of his ridiculous but effective helmet, “I wanted to get a DNA sample.”

Ben groaned, “Please, tell me you didn’t go into that museum! Aren’t there cameras everywhere or something?”

“Of course, I didn’t!” Animo scoffed. He put his hand into the pocket of his vest and pulled out a rat. “My little friend here brought me what I needed.”

“…Right. So what do we do now?”

Animo frowned in thought. “I would suggest flying away on another pigeon but I fear Thompson would notice and either attack us again or track our movements. More than enough time has passed for him to call in reinforcements. Normally I would’ve assumed that he wouldn’t be allowed to bring so much firepower into a highly populated city, but considering what has already happened…”

Ben sat up with some effort. This time it didn’t hurt as much, though his chest still ached. “Yeah, that guy is nuts. Looks like I need to make another distraction.”

“You’ve done enough, Ben. Please, don’t make your injury worse.”

“I wasn’t hurt,” Ben protested. “Just this stupid watch.”

“A watch that somehow relocated from your wrist to your chest? Judging by the depth of that bullet hole, the dial isn’t merely glued on. It has to be integrated into your biology,”

Ben felt a little nauseous remembering how the watch sank into his flesh whenever he transformed. “You mean, it’s inside me?! H-how deep does it go?”

“A few millimeters at least. I am hardly an expert on alien watches.”

Ben sighed in relief, “Oh, that’s all? I’ve had papercuts deeper than that.”

Animo looked unconvinced but he let the matter drop. “I remember you saying that you were here with your cousin and grandfather, correct?”

Ben grimaced, “Do we have to involve them?”

Animo gave him a chiding look, “It’s been several hours. They must be worried about you.”

“Yeah, right…”

“Nevertheless, we must make contact, if only to coordinate our further movements.”

Ben scratched the back of his head, “Ummm… How?”

“Well, does either of them have a cell phone?”

Gwen and Grandpa Max were starting to get a little desperate. The pigeons were too fast to follow and now they had no idea where Ben had been taken to. They could do nothing but drive aimlessly around the city hoping to stumble onto the trail of mutated animals.

“I wonder who that guy is,” Gwen muttered. She tried to search the internet, but there really wasn’t much she could do when she didn’t even know his name. “And why did he take Ben?”

“He must be some kind of a biologist,” Grandpa Max said.

Gwen scoffed, “More like a mad scientist.”

“Mad scientist biologist,” Grandpa Max compromised with a brief smile. His expression turned serious. “Ben was an alien at the time. He probably wanted to study him.”

Gwen shuddered, “Study? You mean, dissect him?”

“…Let’s hope not.”

Gwen nearly jumped out of her skin when her phone vibrated in her pocket. She quickly pulled it out and stared at the number.

“Who is it, Gwen?” her grandfather asked.

“I don’t know.” She accepted the call and pressed the phone to her ear, “Hello?”

“Hey, dweeb!” Diamondhead’s voice yelled.

“Ben! Are you okay? Please, tell me that weird guy hasn’t tried to dissect you!”

There was a very long and very telling silence on the other side of the line.

“Uh… That depends on which weird guy you mean,” Ben finally said.

“Ben!”

“Listen, just come to the national history museum and I’ll explain everything.”

“You better!” Gwen snapped. “Do you have any idea how worried we were? We were looking for you all over the city!”

“You– you were?”

Gwen frowned. What the heck was that supposed to mean?

Grandpa Max stretched out his hand, “Gwen, give me the phone, please.”

“Ugh. So many questions…” Ben complained, passing the burner phone back to Animo. Grandpa Max asked the same things that Gwen did, forcing Ben to repeat himself.

“They were worried,” Animo said. “It’s a perfectly understandable reaction.”

Ben didn’t reply. Instead he walked towards the edge of the roof and started to climb down the fire escape. Animo followed after him, the dark shadows of the setting sun obscuring them from view.

They settled in a small, empty alley and waited for Gwen and Grandpa Max to arrive. Ben sat on the ground, his crystal body fairly comfortable even on the cold stone. Animo leaned against the wall instead. He took his helmet off and was checking the horns.

“Any problems with that thing, Doc?” Ben asked.

Animo shook his head, “Thankfully, no. But it’s been quite a day and the antennas are rather delicate. It’s better to be safe than sorry.”

Ben sighed and looked up at the steadily darkening sky, “Yeah… You never know when your life is gonna turn all weird.”

They passed the time with idle conversation and soon enough the familiar RV stopped at the end of the alley. The door opened and Gwen jumped out, followed by Grandpa Max.

Ben stood up and waved his hand in a slightly awkward greeting, “Hey, guys…”

“You jerk!” Gwen shrieked. She ran up to him and kicked him in the shin, which Ben didn’t even feel. “Just what the heck do you think you were doing?!” Then she noticed Animo and gasped, “You! You’re the pigeon guy!”

Grandpa Max scowled at the scientist, “Who are you and why did you attack my grandson?”

Ben quickly moved to stand between them, “Whoa, calm down! Animo is a good guy! He was saving me back there!”

Grandpa Max gave Animo a narrow-eyed look then turned to Ben, “And the others? Those people you were attacking?”

Ben waved his hand dismissively, “Just some government spooks that were chasing after Doc.”

“You fought government agents?!” Grandpa Max shouted. “Are you insane?!” He pointed at Animo, “You have no idea what this man has done! Don’t you think that maybe they had a good reason for chasing him?! Or are you going to ignore the law just because you want to play hero?!”

“What law?!” Ben yelled back. “Is there one that lets them shoot a rocket launcher in the middle of a street?! Or try to dissect me?! Maybe I don’t know much about Animo, but I sure as heck can recognize a bad guy and it’s certainly not him!”

“Ben–!” his grandfather started to argue. Then he faltered and his shoulders slumped. “…Very well. You know more about this situation than I do and if those agents have really gone rogue like you say, I will trust your judgement.”

“I didn’t say– Oh, whatever. Let’s just go back to the whole ‘running from the creeps with guns’ kinda thing.”

“By the way, why isn’t your watch timing out?” Gwen asked.

Ben carefully poked the still grey dial, “One of those jerks shot it. Until it repairs itself, I’m stuck like this.”

“How long is it gonna take?”

Ben shrugged, “Who knows? But we gotta get out of the city while I still have my superpowers. Doc thinks that when I turn back, the watch might need more time to recharge than normal.”

His grandfather frowned, “Easier said than done, Ben. While we were looking for you, we saw the main roads being blocked off. Every car is searched on the way out of the city.”

“Okay,” Ben nodded. “Then I go with Animo while you two leave normally.”

“No way!” Gwen yelped. “You’ll just get into more trouble without us!” She turned to their grandfather, “Tell him, grandpa!”

Grandpa Max rubbed his chin in thought, “The idea does have merit. But how are you two going to get out?”

Animo smirked and pulled something tiny out of his pocket: the DNA sample he had been talking about. “Actually, I might have an idea about that.”

Thompson was in a foul mood. Not only had he lost Animo, but that diamond creature and the blue reptile had escaped as well. Damn it all… He was fully aware that he was already on thin ice with his superiors. They weren’t happy about the lack of results in his search for Animo or the amount of resources he had poured into it.

This was his last chance to redeem himself.

That was why when he had finally tracked down the scientist, Thompson might have overstepped his bounds a little and brought in more soldiers and firepower than he was authorized to into a location full of civilians. But it didn’t matter. If– when he captured Animo, or at least took that device of his, all would be forgiven: this technology was well-worth the money needed to shut up any complainers.

Luckily, Animo and those monsters couldn’t have left the city without him knowing, so he still had a chance to catch them.

Thompson was pacing up and down one of the barricades when he heard a loud roar pierce the air. The ground trembled as a massive feathered T-Rex stomped down the street, a horde of mutated animals following in its wake: mice, rats, even one hamster. The tidal wave of unnatural animals swept the soldiers away, their handguns useless against the mutated horde. But after his encounter with the giant birds, Thompson had prepared heavier weaponry.

The T-Rex stomped around, smashing vehicles and tearing apart the barricade. The other animals were attacking the soldiers but Thompson noted with satisfaction that his troops were actually able to kill some of the mutated creatures. This time they were going to win. Animo and those monsters of his would be in his grasp soon!

Then his eyes widened as the realization hit. Neither the strange creatures nor Dr. Animo were anywhere in sight. This was just a distraction!

His radio crackled to life. “Sir, this is Team Delta! A flock of giant birds is attacking our position!”

Thompson cursed. “Is Animo there?”

“Sir, I can’t– Sir! Two birds are flying away without engaging!”

“Call in the air support! Don’t let them escape!”

It had to be them. It had to!

Ben cackled in glee as he walked down the sewer, “Two distractions? Man, that’s pretty smart!”

Animo gave him a smug grin, “Well, I have been referred to as slightly above average in intelligence before.”

“Dude! You’re a super-smart, totally awesome scientist guy!” Ben paused for a moment then added, “…With a really stupid helmet.”

Animo shrugged, “Function over form.”

“Like that T-Rex? I mean, what’s with all the feathers? Was it ‘cuz you made it from a parakeet?”

“Projecting that DNA on a reptile might’ve made it more conventional-looking, but recent research suggests that at least some species of dinosaurs had feathers.”

Ben would’ve wrinkled his nose if he still had it as Diamondhead. “That sounds so weird.”

“At any rate, I don’t think it matters whether my T-Rex has feathers or not. As long as it can keep Thompson occupied…”

“I’d love to see his face when he realizes that we weren’t flying on those pigeons!” Ben laughed.

Animo sighed, “I’d settle for never seeing him again, thank you very much.”

The sewer eventually led them into the woods outside the city.

“Are you sure you’re gonna be alright, Doc?” Ben asked. “I don’t think that creepy guy is gonna stop hunting you."

Animo shrugged, “It will still take him some time to find me again. This is a big country. As long as I keep my head down, I will be just another face in the crowd.”

He took his pet rat out of his vest pocket. His helmet glowed and the animal grew in size.

Ben awkwardly scuffed the ground with his foot, “So, I guess this is a goodbye?” 

Animo nodded, “Yes, though before I go, I have one request.”

“Uh, sure. What is it?”

“May I have a sample of your alien DNA?” he asked excitedly. “If a crystalline lifeform like this even has DNA! Is it silicon-based? Then its genetic code must be stored in a non-nucleotide–”

Ben hastily raised his hands, “Okay, okay, you can have it! Just… less words, please.”

The scientist smiled sheepishly, “…Ah. I am getting ahead of myself again.”

Ben smiled back and grew a small crystal in his hand, “A little bit. Here’s your sample.”

The scientist took the crystal and beckoned the rat closer, “Thank you, Ben. I hope someday we will meet again under better circumstances. Farewell.”

Getting out of the city took some time, but eventually they did it. After all, Max was just a harmless old man on a roadtrip with his granddaughter. The soldiers searching the RV hadn’t found anything suspicious (not that they were trying particularly hard, especially when Animo had been all but confirmed to have escaped) and he quickly drove to the forest they had agreed to meet in.

Much to his relief, Ben was waiting there, safe and sound and back to human form.

“I take it, everything went well?” Max asked.

Ben nodded and climbed into the RV. “Yeah. The distractions worked, so we just walked out of there and Animo left on a giant rat. And my watch fixed itself, so I’m me again."

Max smiled, “I’m glad you’re alright. Now, this was a rather exciting day, so you should get some rest.”

“Rest actually sounds good,” Ben admitted. “Good night, grandpa.”

“For once, he is right,” Gwen agreed. “Good night.”

Max smiled softly, “Good night, kids.”

He drove the Rustbucket down the dark roads beneath the night sky and chanced a glance at the stars above. The ghosts of his past came alive in his mind but he forcefully shook his head, banishing the memories. The past was in the past. It didn’t matter who he used to be: in the here and now, he was just an old man trying to keep his grandchildren safe.

In the spaceship hovering over the planet, the repair work was still underway. Drones crawled over the hull, patching up the damage. Inside the infirmary, the second in command was reporting the latest sightings of the person wielding the Omnitrix to his heavily injured captain. The news footage his science officer intercepted from the planet depicted a chaotic chase involving a Kineceleran, who had the unmistakable symbol of the Omnitrix on their chest, and a battle with mutated animals.

“We still don’t know anything about the host,” Kraab reported. “However, we haven’t detected any transmissions from this planet strong enough to reach the Plumber sector. Thus, most likely, the current wielder of the Omnitrix is merely a human who had the misfortune to accidentally stumble across it.”

“Then, perhaps, we are in luck. Continue to observe but do not attempt to confront them,” Vilgax ordered. “Until Chimerian Hammer is fully operational, we must lay low. This sector of space is relatively safe… and I can only hope that it will remain this way.”

Chapter Text

A loud shriek echoed above the still water of the great lake. Tourists and fishermen everywhere raised their heads and looked around, searching for its source but unable to find it.

Ben Tennyson was a hero. He could fight alien robots, walk into burning buildings without flinching, and take down creepy government agents. But there were things in this world that horrified even him.

He shrieked again then grabbed the bucket full of writhing worms that Grandpa Max had suggested as lunch and ran down the pier, hurrying to get out of sight and dump its slimy contents into the lake. Before he could though, he slipped on the wet planks. The bucket flew out of his hands and Ben gracelessly sprawled down.

“You alright, kid?” somebody asked.

Ben rolled onto his back and looked up at the dark-skinned bearded man standing above him. “Peachy.”

The man offered him a hand, helping him stand up. Then he walked towards the bucket that by some miracle hadn’t spilled its contents. “You should be careful: this pier can be pretty slippery.”

As an immediate demonstration, the man slipped and fell down with a yelp. His flailing knocked over the bucket and the worms fell into the lake. Now it was Ben’s turn to help him stand up.

“…Right. Practice what you preach,” the man groaned as he climbed back to his feet and picked up the now empty bucket. “The fish are gonna have a field day with so much food. Sorry I spilled all your fish bait. I’ll pay you back.”

Ben felt his eye twitch. “Fish bait? Fish bait?! It wasn’t fish bait, it was our lunch! Grandpa was gonna make us eat it!”

The man’s expression was somewhere between amused, disbelieving, and vaguely horrified, “Your grandfather has some strange tastes.”

“Mealworms. Sheep tongue. Octopus. And now this?! I want a cheeseburger!”

“Octopus is pretty good, actually. So is the tongue,” the man shrugged. “But I agree with you on worms. I draw the line at eating insects.”

Ben narrowed his eyes, “So you’re not totally gross. I can work with that. Say… Do you know where I can find some real food around here?”

“Not unless you want to fish.”

“Ugh. This roadtrip started only a few days ago and I’m already starving to death!”

The man laughed, “You’re a funny kid. Alright, since I owe you one, how about this? You grab your family, I bring my team, and we all have lunch together. Normal lunch with people food.”

“What’s the catch?”

“The catch is, we’re all a bunch of nerds and we’re gonna talk your ears off about marine ecosystems and this lake in particular.”

Ben grinned, “Deal!”

“I didn’t know Ben was this hungry,” Grandpa Max muttered, scratching his head in confusion. “But taking everything and running away? He really needs to learn how to share.”

Gwen tried to school her expression into something appropriately chagrinned but she was only human and the prospect of eating worms was absolutely disgusting. She laughed nervously, “Well, that’s the doofus for you.”

‘You go, Ben!’ she thought inwardly. She’d rather starve than deal with her grandfather’s ideas of food.

“Hello. Are you Ben’s family?” somebody said.

Gwen turned around to see a man in a blue uniform who was standing on the pier with Ben at his side and their (thankfully, empty) bucket in his hands.

Her grandfather sighed, “What did he do this time?”

The man smiled awkwardly, “Actually, it’s not what he did, it’s what I did. I accidentally spilled all your fish bait into the water. I’m really sorry.”

Grandpa Max sighed again and took the bucket, “It’s alright. Accidents happen. But this wasn’t bait, it was our lunch.”

The man’s smile withered half-way into a grimace, “Riiiiight…”

“Told you,” Ben whispered.

The man clapped his hands, “Well, since it’s my fault and all, how about you join my team and I for lunch?”

“Yes, please!” Gwen immediately chirped. Success! They weren’t going to starve today!

Grandpa Max frowned, “I don’t know…”

Gwen clasped her hands together and gave him her best puppy eyes expression.

Her grandfather quickly caved, “Oh, alright. Thank you, Mr. …?”

The man offered a handshake, “Jonah Melville. Nice to meet you.”

Jonah led them to his boat docked at the pier and introduced his friends and teammates, Jack and Duane.

“We all met in college,” he explained as he riffled through the crates for food. “I majored in marine biology, but Duane here was more interested in environmental issues.”

“Conservation, mostly,” the heavy-set African-American explained. “You wouldn’t believe how quickly a species can be brought to extinction. It’s a little depressing, but we do what we can to prevent it.”

“And I went into electrical engineering,” Jack, the blond man with a buzz cut, added. “I’m more of a tech guy here. But considering how much time I spend with these two, I can probably write a dissertation on environmental effects of industrial overfishing and pollution on marine wildlife.”

“After we graduated, we kinda stuck together,” Jonah continued. “Even founded our own organization!”

“F.O.F.?” Grandpa Max read aloud from the logo on their boat. “What does it stand for?”

“Friends of Fish. Wanna join? We have matching uniforms and everything.”

Duane snorted, “Don’t listen to that braggart. This organization doesn’t exist.”

“It does!” Jonah protested. Then his face fell, “Just… not officially. I still haven’t managed to get all the paperwork in order. You have no idea how much bureaucracy is involved in creating NGOs.”

“And here we go again…” Jack rolled his eyes and stage-whispered, “He never stops complaining about paperwork.”

“Well, if some people actually helped me with it…” Jonah grumbled with a glare at his friends. Then in a more normal voice he added, “I have also found our lunch. What was our ice box even doing in that crate?”

Duane rubbed his hands together, “Don’t know, don’t care. Take the food out already.”

Jonah happily obliged and opened the ice box, starting to hand out the sandwiches. The next several minutes were quiet as everyone was too busy chewing to speak.

“So, what are you guys doing here?” Gwen asked after practically inhaling the ham-and-cheese goodness. “Are you gonna close this lake from fishing or something?”

Jonah shook his head, “We don’t have the authority for it. And a few people catching fish when the season is open isn’t going to hurt the ecosystem. It’s industrial overfishing that’s the problem. No, we’re here for a… kind of a weird reason, to be honest. Officially, we’re studying the ecosystem of this lake. Unofficially, we are following the rumors of a lake monster, the so-called Krakken.”

“The lake monster?” Ben gasped. “That’s so cool!”

Grandpa Max looked skeptical, “There is a lot of wild stories in the world. Doesn’t mean all of them are true.”

Ben rolled his eyes, “Oh, sure, a lake monster is sooooo unrealistic…” He turned his left arm, showing the dial of the alien watch, “It’s not like anything strange ever happened to us.”

Gwen wrinkled her nose, “I still wanna see some proof before we go monster-hunting.”

Jonah shrugged, “Those who say that we know everything about our planet are lying through their teeth. Ninety-nine percent of the ocean is completely unexplored. And this particular lake is… strange. There is plenty of fish here but no predators whatsoever. And yet, their population and behavior stays within the standard range for prey species, which human fishing doesn’t entirely account for.”

Seeing their glassy-eyed expressions, Jack snickered, “Translating from nerd-speak: as far as we can tell, nothing is hunting the fish here. But the fish behaves like something is hunting it. So either the fish here is extremely weird–”

“–Or something is hunting it and we just don’t know what it is!” Ben realized. He laughed, “See? The lake monster is totally real! Science says so!”

Gwen slowly nodded, “I see… that you’re turning into a nerd! Gee, Ben, after all the times you laughed at me for it, I guess we’re not so different… Except I’m actually smart and you’re a dork.”

Ben scowled, “You’re a dweeb who likes doing homework! I like cool stuff. Aliens are cool, giant mutant rats are cool, and lake monsters are cool! And I’m totally gonna find one!”

“Or it can find us!” Duane cried. “Look!”

Far in the distance but approaching quickly was a large shark-like fin. It sank back into the water, the shadow of something enormous heading towards the docks. Then a massive beast erupted from beneath the surface of the lake, the fin nothing but the very top of its head.

It roared, two thick tentacles around its snout writhing wildly, and shattered the docks with a single swipe of its webbed hand. The boats around it swayed and tilted, some capsizing, and people were thrown into the water, the beast towering over them all.

Somebody had to save them.

Ben didn’t hesitate for a second. He twisted the dial of his watch and jumped overboard, transforming mid-air. His legs fused together into a sharpened tail and four new limbs burst from his sides. Jagged translucent wings grew from his shoulder blades and four flexible eyestalks extended from his face.

With his transformation into insectoid Stinkfly complete, Ben flew towards the people who were desperately trying to escape the Krakken. He grabbed a young woman moments before the monster’s teeth closed around her, then ducked under its webbed arm and caught a small boy who looked even younger than him with his spindly legs.

The monster roared and lashed out with its tentacles, forcing him to dodge.

“Hope you’re not airsick!” Ben called to his passengers.

“Who cares if I am?!” the woman screeched. “Duck!”

Ben dove down just in time to avoid a maw full of teeth. The boy and the woman screamed as they flew so close to the monster, they almost touched its scales. Ben twisted his eyestalks around and splattered its face with slime, blocking its sight and distracting it long enough for him to carry his passengers to the shore.

“Thank you for flying Stinkfly airlines,” Ben quipped, putting them down. “We smell because we care.”

“Thanks, whoever the hell you are,” the woman said, staring at him with too-wide eyes.

The boy snickered, “You said a bad word!”

“…I’m gonna say even more bad words, so you better close your ears, kid.”

Ben didn’t get to hear her swearing: there were more people needing his help. He hurried to carry them all to safety while the Krakken was busy gnawing on one of the overturned boats. Then the beast roared again and hurled it away. It dove underwater and swam after one of the few boats still capable of moving.

Wings beating as fast as possible, Ben raced after it.

The boat was fast, much faster than its small size and weathered hull suggested, but the monster was faster still. It quickly overtook the boat and burst out right in front of it. The boat took a sharp turn and raced away. The monster dove down and the massive wave it created splashed across the boat, nearly overturning it. Then the Krakken resurfaced and grabbed one of the crates from the deck with its webbed hands.

A man ran out of the cabin and grabbed the crate, trying to stop the beast from taking it, but it simply raised its hands, leaving the man hanging on for dear life. His fingers slipped and he fell down, but Ben managed to catch him before he hit the deck.

“Put me down, beast!” the man growled and rushed towards the harpoon gun installed at the bow of his boat. “Nobody makes a fool of Captain Gregory Shaw!”

He took aim but the monster had already dived back underwater, taking the crate with it.

“The next time you’re in my sights, you won’t be so lucky!” the man yelled, shaking his fist at it.

“Gee, what was in that crate that you would risk your life for it?” Ben wondered.

The man turned the harpoon gun around and pointed it at him. “A filthy beast has no right to question me!”

Ben scowled and spat stinky slime at the ungrateful man. Then he rose into the air and headed back towards the docks.

“Thank you for your help, Stinkfly. How nice of you to stop me from going splat, Stinkfly!” Ben grumbled. “What a jerk! And what is he a captain of anyway? That hunk of junk? Psh! Jonah’s boat is way nicer than his!”

At least the other people he saved were actually thankful for his efforts. It was nice to feel appreciated.

As Ben flew towards the F.O.F. boat, the hourglass symbol on his forehead started to beep and flash red. He yelped and quickly dove down, landing on the deck a mere second before being forced back into human form. Hoping no one had noticed his transformation, Ben carefully tip-toed around the cabin.

“Ben, are you alright?” Grandpa Max asked. “We were worried that you fell overboard.”

“I’m fine, I just got seasick,” Ben replied, glad that no one who wasn’t already in the know had seen him. “What about you?”

“We were thrown around a little and some crates were knocked loose but that’s about it.”

“And a couple of bruises are so worth it to see the Krakken in action!” Jonah laughed, rubbing the back of his head. “Have you seen that animal? What an amazing specimen! Can you imagine how many papers we can write about it?”

The man paused and lowered his hand. His smile dimmed as he looked at it.

“Uh, guys?” he called and showed his bright red palm. “…I think I’m bleeding.”

Duane cursed and ran towards his friend, forcing him to sit down with his back to the wall of the cabin. “Jack, get the first aid kit!”

“I barely even felt it,” Jonah muttered as his friend gently turned his face towards the sun.

“Pupils are reacting to light,” Duane said. “Do you feel any nausea? Dizziness?”

Jonah scowled at him, “I’m fine. I think I’d notice if I had a concussion.”

Jack appeared out of the cabin with a first aid kit in hand. He took out a bottle of alcohol, wet a tissue with it, carefully wiped the blood around the injury. “Doesn’t look like you’ll need stitches. No swelling either.”

“Told you I’m fine,” Jonah said and tried to stand up.

Duane pushed him down, “Sit down, will you? It’s not every day you get attacked by a lake monster.”

“The Krakken wasn’t attacking us,” Jonah corrected then frowned, “Why was it attacking at all? This animal has been living here for decades, yet all the sightings have been just that: sightings. It’s never attacked humans before, so why would it do so now? It can’t be territory or food-related: people have been using this lake for fishing just as long.”

“It could be sick or injured,” Duane offered. “Maybe it’s just lashing out in pain.”

“Could be, but I doubt it. I think it’s far more likely that something – or someone – has agitated it.”

“…Well, if you’re already talking science, you’ll be fine,” Jack concluded and closed the med-kit.

“Which is exactly what I’ve been telling you!” Jonah hissed. He turned to his guests and smiled apologetically, “Sorry. I swear, if I knew it was going to turn out like this…”

Grandpa Max waved him off, “It’s not your fault. And we would’ve been caught in the crossfire anyway. But if you’re really alright, we should probably go. This is a bit too much excitement for the day.”

“I hear you there. See you around.”

As the Tennysons headed back to their RV, Ben frowned, staring silently at the currently red dial of his watch.

Grandpa Max raised an eyebrow, “What are you thinking about, Ben?”

“I think Jonah is right. Somebody ticked off the Krakken and I think it was that guy, Greg Shaw or whatever his name is. The monster was going after his boat.”

“But what could he have possibly done to get on the bad side of a lake monster?” Gwen wondered. “Who’s he anyway?”

Ben narrowed his eyes as his watch beeped and changed its color to green, “That’s what I’m gonna find out.”

Before his cousin or grandfather could protest, he hurried back towards the docks.

Grey Matter was all kinds of uncool (Ben was already small as a human, he didn’t like being even smaller), but the alien had its uses. Case in point: the diminutive frog-like humanoid could easily sneak on board and hide between the crates on the deck of one particular boat.

Ben stayed still and silent as the engine rumbled to life. Hidden under a tarp, he couldn’t see what was happening outside or where they were going, but he could feel it when the boat finally stopped. He heard the sound of footsteps and dared to peek outside. He stared at Shaw’s back for a few seconds before the man jumped into the water. His watch chose that exact moment to run out of charge and with a beeping noise and a flash of red Ben was back to human form.

“Um… thanks for waiting until that guy left?” Ben said unsurely. He felt a little silly talking to his watch, but who knew? Maybe it could actually understand him.

Ben carefully pulled off the tarp and stood up. Time to see what that jerk was hiding there.

He poked his head into the cabin and looked curiously at the equipment inside. He wasn’t sure what exactly all those screens and buttons were for, but they seemed more expensive than the rest of the boat combined. Unfortunately, that still didn’t tell him what exactly Shaw was doing here. Ben circled the deck but there wasn’t anything interesting there either, just wooden crates stacked together. He wondered what was inside them but they were closed tightly and he couldn’t see anything through the cracks.

And then he saw a hand grab the side of the boat.

Before Shaw climbed aboard and noticed him, Ben quickly crawled back under the tarp. He tried to stay perfectly still: he didn’t want to be discovered. Ben listened to Shaw’s wet footsteps, having no idea what the man was doing. Then the engine rumbled to life and the boat started to move again.

Ben glanced nervously at his watch. He would’ve felt much better if he was able to transform again and wasn’t instead stuck as his scrawny ten-year-old human self. That desire became even stronger when he heard the unmistakable roar of the Krakken.

‘Come on, recharge already!’ Ben thought desperately when the boat rocked, no doubt from the Krakken’s attack.

A loud explosion followed and his eyes widened. It seemed like Shaw was using something a bit more dangerous than his harpoon gun. And yet, the creature kept attacking. Why? What could’ve happened to make it so angry?

Something bumped into him through the tarp and Ben nearly screamed, afraid that he had been discovered. He waited for nearly a minute, counting seconds in his head, but nothing happened and he dared to peek out.

He stared at the two ugly pink, veiny spheres, and then he understood.

“Oh no…” he whispered. So that was why the Krakken kept pursuing them: Shaw stole its eggs.

Ben gulped nervously, staring at the two large spheres. The net loosely tied around them had slackened and the eggs rolled slightly with every shift of the boat, bumping into him again.

Then a massive explosion rocked the boat and Ben cried as the deck lurched under his feet. He scrambled to find something to hold onto but the next explosion threw him overboard. He landed in the cold water of the lake and hurried to swim back to the surface. He flailed and gasped for air, feeling completely disoriented.

Ben looked wildly around, hoping Shaw hadn’t noticed him, but all he saw was the boat and the Krakken chasing it fading in the distance. Ben pulled up his left wrist and scowled at the still-red watch. Great. How was he supposed to catch up to them now?

The answer came in the form of his cousin and grandfather riding a small motorboat.

“Need a lift?” Grandpa Max smiled. He pulled Ben on board and wrapped a blanket around his shoulders.

“What are you guys doing here?” Ben asked incredulously. He shivered and pulled the blanket tighter around himself.

Gwen scowled, “Saving your scrawny butt, duh! How dare you ditch us?! We could’ve helped!” She huffed in irritation, “Stupid doofus… But speaking of help: I’ve ran a web-search, and I’m pretty sure I know who this Greg Shaw is. He’s a poacher who hunts rare animals and sells them to private collectors.”

“So that’s how he could afford all that cool tech,” Ben realized. The guy didn’t look rich, but he was probably just hiding it so he wouldn’t get noticed. “He stole the Krakken’s eggs, so of course she attacked him! We gotta take them back!”

Grandpa Max pressed his lips together in a clear expression of disapproval. “We have already called the police, Ben. You don’t have to be involved in this anymore.”

“It’s still gonna take a while for them to get here,” Gwen disagreed. “What if Shaw escapes or sells the eggs by that time?”

“Or hurts the Krakken? He was using explosives on her!” Ben jumped in. He just couldn’t understand his grandfather’s reluctance. They could help, so why shouldn’t they? He narrowed his eyes and raised his watch, “Once this thing recharges, I’m gonna go after Shaw anyway, with or without you.”

Grandpa Max gave them both a long, scrutinizing look and finally sighed, “Very well. We will follow his boat and make sure that Shaw doesn’t escape until the authorities arrive.”

As the small motorboat followed the poacher, Max quietly watched his grandson from the corner of his eye. He wished he never suggested this roadtrip. Why did that damnable watch had to land at their campsite in the first place? If not for that thing, Ben wouldn’t have been able to get into so much trouble. He wouldn’t have put his life at risk, wouldn’t have tried to take the law into his own hands…

What was Max even supposed to do? Ben was too stubborn and willful to listen to him, too curious to simply ignore the watch, and, he hated to admit, too powerful to stop. At least his heart was in the right place.

Until he found a way to remove the alien watch, Max could only follow in Ben’s wake and offer what help he could provide, so that at least he wouldn’t be alone.

“So that’s the place, huh?” Gwen muttered, looking up at the ramshackle wooden building. Shaw’s boat was docked at the small pier, so it had to be. Then her eyes widened and she pointed at the expensive car parked nearby, “Guys, look!”

“This must be the buyer,” Grandpa Max said with a frown.

“This guy sure works fast… But not as fast as XLR8!” Ben grinned and slammed his hand over the dial of his watch.

Blue scales covered his skin, the sides of his neck splitting open to form gills. His jaws widened, forming teeth that a shark would be jealous of, and an anglerfish lure stretched from his forehead.

“…Ripjaws? Really?” Ben grumbled.

“If you don’t get what you want, work with what you have,” Grandpa Max said. “And this form will help if the Krakken attacks again.”

Ben blinked and his already wide maw stretched into an even wider smile. “What do you mean ‘if’? Keep those guys busy: I’ll be back in a few!”

And with those words he jumped overboard.

“Ben, wait!” Gwen yelped. “We don’t read minds!”

Her grandfather smirked, “Don’t worry, kiddo, I think I know what he’s planning. Come on.”

He pulled a crowbar from under the seat of the motorboat and grabbed the ladder that went from the pier and down into the water.

“…Why do you have a–” Gwen started to ask, climbing after him.

“It always pays to be prepared.”

Once on the pier, they quickly and quietly snuck into the building, following the distant sound of voices within. They tip-toed down a long corridor and leaned around the corner to see two burly men looking like the most stereotypical thugs imaginable load the Krakken’s eggs into a glass container.

Another man, this one oily and unpleasant like a used-car salesman, was holding an open briefcase full of money towards Shaw. “As you can see, Mr– I mean, Captain Shaw, everything is in order, including a five percent bonus for the speed of the acquisition. My client is very grateful for your efforts and wishes to continue our fruitful alliance.”

The poacher took the briefcase, “Tell him that as long as he keeps paying, I’ll bring him the devil himself.”

The salesman gave him a bland smile, “Perhaps later. It is very nice working with you, Captain Shaw. I will contact you over the usual channels.”

He waved off the thugs and they started to wheel away the container.

Grandpa Max raised his crowbar.

The moment those men turned the corner, he greeted one of them with a blow to the gut. The man doubled over with a strangled cry and Grandpa Max downed him with a haymaker.

“Intruders!” the other man yelled and reached for his gun but Gwen kicked him between the legs and he crumpled down.

Grandpa Max kicked him in the chin for good measure and raised his crowbar over the container with eggs.

“I wouldn’t do that if I were you. I would much prefer if the product was undamaged,” the bland, oily voice said.

Gwen paled, seeing a gun in the salesman’s hands. Shaw was right behind him, aiming a harpoon gun that looked just as deadly.

Grandpa Max pushed Gwen behind him and slowly backed away. Then a massive green tentacle burst through the wall, reducing it to wooden splinters, and swiped away the poacher and his client.

“Run!” Grandpa Max yelled, pushing her away, but the Krakken was faster. The huge beast shattered the floor under their feet and they fell into the lake below.

The thugs and the salesman flailed in the cold water, their waterlogged guns now useless, but Shaw was quick to find his equilibrium. The man snarled and aimed his harpoon gun at Grandpa Max only for Ben, still in the shape of Ripjaws, to dive out of the water and break it into pieces with his fangs.

“If you want to mess with a monster, you should expect it to bite,” Ben growled and punched the man in the face, knocking him out. Then he turned to the other three and gave them a shark-like grin, “Well?”

They gulped nervously and looked first at Ben then at the Krakken who was towering above them with her eggs in her arms. Then one by one they raised their hands.

“Um… We surrender?”

“Did you hear what happened last night? A poacher was caught!” Jonah announced in delight. “I don’t know the details but, apparently, this guy had been evading the authorities for ages, always giving them the slip, except this time someone delayed him long enough to get captured! Hah! Whoever this person or people were, they are the true heroes!”

Ben almost glowed under the praise, “Yeah, they sure did good, right? Anyway, how’s your head, dude?”

Jonah wrinkled his nose, “Don’t you dare start motherhenning me too, kid. I’m fine. Also, guess what else happened! The paperwork has finally gone through! Friends of Fish officially exist!” He took a cap with the F.O.F. logo from a bag slung over his shoulder and put it on Ben’s head. “Welcome to the club!”

Ben smiled, “Man, I wish I knew how fun real scientists are before now. Maybe then I wouldn’t be failing in school so much.”

Jonah snorted, “Lemme tell you a secret, kid: our education system sucks. Also, the teachers are aware of that and many hate their subjects. Or teaching. Or children. So if you really want to learn something, try to find someone who’s actually interested in the subject.”

“…Is this why my dweeby cousin likes doing homework?”

“No. Homework is evil and most likely, she’s only doing it so that her teachers and her parents don’t yell at her. Nobody likes homework.”

Ben blinked at him owlishly, “You know, this makes a lot more sense.” He looked at where Jack and Duane were helping his grandfather pack. “Are you guys gonna leave too?”

Jonah shook his head, “Nope. We’re staying right here to study the Krakken. And speaking of: I’ve already started on the paperwork to declare it an endangered, most likely relict species. When all is said and done, this animal will be protected by the law.”

“Thanks, dude.”

“Just doing my job. Anyway, I brought you something for the road,” Jonah reached into his bag again and pulled out a transparent container with sandwiches inside. “People food!”

Ben grabbed the container with a grateful smile, “Thanks! Now we’re not gonna starve!”

Soon everything was loaded into the RV and they were ready to leave.

“Good luck with your research, guys!” Ben called, waving out the window.

The trio of scientists waved back. “You too! Hope the rest of your roadtrip won’t be as weird as this!”

Ben only laughed in response. For some reason, he doubted that was going to happen.

Chapter Text

“Do you think grandpa finally took the hint?” Gwen asked between bites of ice cream. “We had burgers yesterday and ice cream today… Think he’s gonna give us real food from now on?”

Ben shrugged, busy with his own cold treat, “Dunno. But I’ll take whatever I can get.”

They were sitting on the steps of the Rustbucket, waiting for their grandfather to take some money from an ATM. They were in the middle of nowhere: just some tiny old gas station with an even tinier shop in it.

Ben watched an old, beaten pickup truck drive in and stutter to a halt near their RV. Two men climbed out of it and opened the hood, coughing at the cloud of dust and smoke that erupted from there.

“That done it,” one of them said morosely. “Ain’t going nowhere like this.”

The other man swore loudly. “Think someone can haul us? Promised my Ma I come see her today.”

“I’mma try. Go buy gas, we ain’t got much.”

He nodded and walked into the shop. The first man propped the hood open and climbed back into the truck, searching for tools.

Ben swallowed his half-eaten ice cream in one bite, his eyes watering slightly from brain freeze. Then he dusted off his hands and activated his watch.

His body melted and liquefied into a shapeless black blob covered in glowing green circuitry-like patterns. This alien that he called ‘Upgrade’ was capable of changing into a more humanoid form, but Ben stayed puddled on the ground and crept quietly towards the truck.

The liquid metal of his body fused with the old, worn engine and Ben could suddenly understand everything about it. He could rearrange and reshape it into whatever he wanted… but only for as long as he was inside it. Any improvements and upgrades he made would be temporary, but he could fix the worst of the damage, patch it up enough for the truck to run again.

Ben worked quickly and slid away before the driver even found his tools. He climbed into the Rustbucket, hearing the surprised exclamations behind him when the man found everything in working order.

“That was really nice of you,” Gwen remarked.

Ben only shrugged in response. Inwardly he wondered if maybe being a hero wasn’t just about kicking butt and fighting monsters. Maybe it was also about something as small as fixing an old car so that some average guy could see his family.

“Who’s this Aunt Vera and why are we going to her place?” Ben wondered once they were back on the road.

“My older sister,” Grandpa Max replied. “We haven’t seen each other much, but she called me yesterday and invited us to her home.”

Ben gestured at the dusty desert outside, “But there’s nothing here! Absolutely nothing!”

Gwen hissed and waved her hand at him to keep it down. She quickly finished her phone call and glared at him, “Can’t you stay quiet for one minute, doofus? I was talking to my parents! And Aunt Vera doesn’t live in the desert. There’s a small town here. I’ve been there a few times.”

“It’s a retirement community,” Grandpa Max added.

“Oh, great. A town full of old people,” Ben grumbled. “Just how I wanted to spend my summer vacation.”

By the time the Rustbucket rolled into the old people town, Ben was bored out of his mind. He stared out of the window at the rows upon rows of nearly identical houses. This was as interesting as watching the grass grow.

And then he saw an old guy somersault off the roof he had been fixing and land on his feet in a move that even Wildmutt would’ve struggled to pull off.

“Whoa! Did you see that?!” Ben gasped.

“See what?” Gwen asked without looking up from her laptop.

Ben looked out the window again and saw nothing but ordinary old people outside. He blinked and rubbed his eyes. What were the symptoms of heat stroke again?

“Seriously, why do old people have to live where it’s so hot?” Ben complained as he exited the RV.

He yelped when Gwen sprayed his back from a water pistol, but it might’ve been necessary because he was seeing things again: he could’ve sworn that the old guy next door unhinged his jaws like a snake and hissed at him.

Ben pressed one hand to the top of his head and winced at how hot his hair felt. Yep, definitely heat stroke. (Or was it sun stroke? He wasn’t sure what the difference was.)

The door of the house that the Rustbucket was parked in front of had opened and an overweight elderly woman wearing a flower-patterned dress walked out.

“Hi, Aunt Vera!” Gwen chirped and ran towards her.

The woman looked at her with an oddly startled expression. Then she smiled, “Gwen, dearie, how nice to see you again! You’ve grown so much!”

She pinched Gwen’s cheeks, making her wince.

Then Aunt Vera turned to him. “Ben, sweetie, it’s been so long! I can barely recognize you!”

“We’ve met?” Ben asked in surprise then yelped when his cheeks were pinched too.

“Of course we have! But you were just a baby back then, so you don’t really remember me.”

Huh. Ben had to wonder how many other relatives he had that he knew nothing about.

“Now, come on in!” Aunt Vera called. “The dinner is waiting!”

Ben walked inside and scrunched up his nose. Why did her house smell like cooked socks? But in all honesty, he could tolerate the smell as long as it got him away from the sun. He quickly went into the kitchen and gulped down a glass of water. Then another one. Then he poured a third one on his head.

“Are you feeling alright, dearie?” Aunt Vera asked.

Ben clapped both hands over his cheeks, just in case she went for another pinch. “I’m good! What’s for dinner?”

And the answer was: gross wobbly thing. With porkchops and cauliflower.

Ben wrinkled his nose and poked the ‘food’ with his fork, watching it wobble again. He really should stop asking questions like this around Grandpa Max (or any of his relatives as it turned out). He never liked the answers he received. Why couldn’t they eat cheeseburgers like normal people did? Even the candy Aunt Vera offered him was completely inedible!

Before he was forced to suffer some new horror masquerading as food, Ben decided that enough was enough. He stood up and called, “I need to use the bathroom!”

Without waiting for a response, he bolted away from the table and scurried up the stairs into the bathroom. Then he shut the door and pressed his back to it. He had to get out of here!

…And he had just the right alien for the job.

Ben grinned and twisted the dial of his watch then slammed it down. In a flash of green light his body shriveled to nothing but bone. Then even his bones seemed to vanish, replaced by the not-quite-there substance of an alien he had dubbed ‘Ghostfreak’.

He couldn’t help but wonder whether this form was just another alien or an actual ghost. He rolled his shoulders and picked at the seams crisscrossing his grey skin. Was it even skin? It felt more like clothing: covering him but not exactly attached. So what did he really look like underneath? Ben felt his stomach twist a little at the thought of peeling back his skin. Well, not his stomach, actually, but the writhing tendrils he could feel inside his chest. He kinda wanted to stretch them.

Ben had briefly thought about exploring this town after escaping Aunt Vera, but really, how interesting could all these old people be? Definitely not as interesting as studying his alien form. Still, he was on a time limit, as usual, and the last thing Ben wanted was to time out right here. He was already going nuts from being in this house.

Turning invisible and intangible, Ben phased through the floor. However, first he floated into the kitchen and stuck his head into the fridge on the off chance there was something slightly more edible in there. Unfortunately, all he saw inside it was prune juice.

“Ugh. Old people food,” Ben grumbled and phased himself out of the fridge.

He flew back into the living room, barely stifling a snort at the sight of Gwen’s equally untouched plate of wobbly ‘food’. It looked like they were on the exact same page about it.

Gwen herself was checking out Aunt Vera’s collection of various trinkets, which unfortunately included stuffed birds. Ben suppressed an involuntary shudder. In his opinion, stuffed animals were just plain creepy, which only confirmed that he needed to get away from this house.

“Can you hear the ocean?” he heard Aunt Vera say as she handed Gwen a sea shell.

Ben snickered under his breath. Alright, he could spare a few seconds: this was just too good an opportunity to pass up. He floated closer to his cousin and whispered in a ghastly voice that came with this form, “Loser… Looooseeeer…”

She frowned and looked around, “Ben? Where are you?”

He briefly flickered into visibility and waved his hand, “See ya! Wouldn’t wanna be ya.”

With those words he phased right through the outer wall of the house. Sweet freedom awaited him!

Ben stretched his arms, once again feeling the urge to flex the rest of his limbs, but something within him suggested that trying to take off his skin right then and there wasn’t a good idea. Ben narrowed his eye at the bright sun. He could no longer feel its heat, but somehow he knew that he needed to hide from its light.

He flew towards the RV and phased in. With the blinds closed, it was pleasantly dark inside and Ben sighed in contentment. Then he pushed his fingers into the seam on his chest and pulled his outer skin apart.

To his surprise, there was another layer of skin covered in similar black seams beneath. It looked like his inner limbs were located deeper than he thought. Ben shifted his grip on his outer skin and tried to peel off the second layer. Guided by the same instinct that allowed him to stay in the air with barely a thought, his inner limbs uncoiled and pushed through the seam, cracking it open from the inside.

Ben laughed in delight, “This is so gross but so cool!”

The five tentacles he could only feel before were on full display now. Striped black and white, they were already longer than his entire body and Ben could easily stretch them out even further. His fingers itched in a strange way and Ben pulled on his skin again, eager to see what the rest of him looked like.

Unfortunately, his watch had other ideas and in a flash of red light Ben was transformed back to human form.

“Oh, come on!” he grumbled. “What am I supposed to do in Boringville now?”

He aimlessly poked around the RV before his eyes fell on a water pistol. He grabbed it and snuck closer to Aunt Vera’s house. Gwen was so nice to water him when he was hot… He should repay the favor.

“Gwen, dearie, could you check on your cousin, please?” Vera asked sweetly. “The poor dear looked a little ill.”

Gwen looked at the untouched food on her plate and stood up, “Uh, sure.”

Vera kept smiling until Gwen walked away. Then her expression changed into a scowl.

“What the hell were you thinking, Max?!” she whispered harshly, no longer bothering to shift her voice into a fake sickly-sweet trill. “You know why I called you and you brought children with you?! Are you insane?! It’s too dangerous for them to be here!”

Max raised his hands, “Vera, come on. We were on a roadtrip. What was I supposed to do? Ditch them on some gas station just because you are feeling paranoid?”

“I know what I’ve seen! Something is seriously wrong with my new neighbors and I don’t mean just the fact that they’re aliens. Other people that have been living here for years, that I know are just regular humans, have been disappearing one by one soon after they moved in.”

He skeptically raised an eyebrow, “Aliens, Vera? Here, in this nowhere town? Where there’s absolutely nothing any species would ever want? Are you sure this isn’t just the sun getting to you?”

“Don’t you dare patronize me!” Vera snapped. “I am not some hysterical airheaded bimbo afraid of her own shadow! Just because I wasn’t a Plumber like you, doesn’t mean I’m not aware of the dangers lurking outside this planet.”

“Exactly. Outside. I hate to break it on you, but Earth is just one tiny rock in the galactic backyard. Nobody cares about it. Why do you think there hasn’t been a stable Plumber presence on Earth for so long?”

“So you’d rather bury your head in the sand and pretend that nothing is wrong?” Vera asked incredulously. Then she scoffed, “I knew that I shouldn’t have called your sanctimonious ass. You never did anything unless the Plumber High Command ordered you to. But if they told you to jump, you only ever asked how high. Why ask questions, right?”

“You know nothing!” Max growled. “You’re just–”

“Just what, Maxwell? Just a stupid little human who should shut up and do what the great Plumber Magister tells her?!” Vera leaned back in her chair and crossed her arms. “I hoped you have changed over the years, but clearly I was wrong. Take the children and leave: I will deal with this problem myself. Thanks for nothing, Maxwell.”

The siblings fell silent, too angry to even continue arguing.

Neither of them knew about Gwen standing right outside the door or Ben crouching under the open window.

Gwen stood with her back pressed to the wall, afraid to even breathe. This– this made no sense! Grandpa Max and Aunt Vera, who seemed so cordial before, seemed to outright hate each other. And… they were talking about aliens?

The outside door opened silently and Ben snuck in looking pale as a sheet. Had he heard this conversation too?

“Later,” he mouthed.

Gwen swallowed nervously and nodded. They both walked back into the living room and pretended they didn’t notice the hostile glances Aunt Vera and Grandpa Max were throwing at each other over their heads.

“Say, grandpa, can Gwen and I go play outside? We’re already full,” Ben asked.

Gwen took the hint and added, “Please? It’s so hot here and we have our water pistols–”

“It is hot here,” Aunt Vera said. “That’s why you shouldn’t stay in the sun. And someone should keep an eye on you.”

Gwen laughed nervously. Being under watch was the last thing they needed. “Oh, wait! Wasn’t there supposed to be a marathon of that show you like, Ben? What was it called again?”

“Xingo… and his… amazing friends?” Ben fibbed, visibly making up the title on the spot.

“Right!” Gwen nodded. “We can watch it on my laptop. I– uh– I wanna know what’s so interesting about it. We’ll be in the Rustbucket!”

They bolted out of the house and climbed into the RV, making sure to close the door behind them.

Gwen grabbed her laptop and climbed on the couch, feet and all. “Come on!” she hissed, waving at Ben. “If grandpa comes in, we gotta make this look legit!”

Ben sat down and nervously rubbed his left forearm, his fingers trailing from his wrist up the side of his watch and down again. “You’ve heard them too, right?” he whispered. “What– what the heck is going on here?”

Gwen slowly breathed in and out, trying to calm down. “Okay. Let’s just… Let’s repeat what we’ve heard. Aunt Vera said that– that her neighbors are aliens? And that people have been disappearing.”

Ben shuddered. “I thought I had a heat stroke. I saw some old guy jump off the roof and land on his feet. And the dude next door? He opened his mouth like Ripjaws!” Gwen hissed at him to be quiet and Ben hastily lowered his voice, “There’s definitely something weird going on here. We gotta check it out.”

“We will. But we need to figure this out first.”

“Right. So Aunt Vera noticed something strange and… she called Grandpa Max for help? And she got angry because he brought us with him. But… why did she call grandpa in the first place? Why him?”

Gwen bit her lip. “She called grandpa a plumber but she said it like– like it meant something different. Something–”

“–Alien?” Ben stared at his watch. “Do you remember when I first found this thing? He said it turned me into an alien. Not just a monster, an alien. Does he… know something that we don’t?”

“Well, you told us that this thing fell from the sky. It’s not hard to guess that it’s alien tech. But I think you’re right. Grandpa is hiding something, from both of us. And I don’t know why.”

“…I don’t get it. I have alien watch attached to my arm and I have fought alien robots. If Grandpa Max really knows something about all this stuff, then why doesn’t he just tell us?”

“Maybe he’s just trying to keep us safe?” Gwen suggested, not really believing her own words.

“Yeah, right. It would’ve been way easier to fight those robots if I knew more about them! He just doesn’t trust us! …And right now, I don’t know if we should trust him either.”

Gwen forced a smile on her face and elbowed him in the side, “Come on, doofus. He’s still our grandpa.”

Ben sighed and tried to smile back, “Okay, dweeb. One mystery at a time, right? Let’s go find out what’s the deal with the neighbor guy.”

“Fine, we’ll leave tomorrow, you paranoid old hag!” Max snapped. He forgot how exhaustingly stubborn his sister was. Always the know-it-all who thought she knew everything. “Actually, why don’t we leave right now? It’s not like there’s anything here that will interest the kids for long! I promised them a fun vacation, not being stuck with a harpy like you!”

“Goodbye and good riddance, Maxwell!” Vera snarled back and slammed the door in his face.

Max huffed in irritation and walked towards the RV. Could he actually convince the kids to drive away right now? Judging by how fast they ran away from Vera’s overbearing presence, they didn’t seem to be having much fun here either. And with the satellite dish providing stable internet connection pretty much everywhere, they could watch their TV show on the move.

He opened the door and leaned in. “Hey, kids, do you mind if–” He paused. “Kids?”

The Rustbucket was empty.

Max frowned and looked around. He hoped they weren’t getting into trouble. Noticing two women playing shuffleboard nearby, Max walked towards them. “Excuse me, have you seen two children around here? A boy and a girl, ten years old–”

The women hissed, baring dagger-like teeth, and lunged at him. Max barely dodged them and ran back towards the RV only to find his way blocked by more… people? Well, he certainly couldn’t call them human, not with their unhinged jaws and shark-like teeth and limbs that stretched like taffy.

A gunshot rang out and one of the creatures was blown away with a huge hole in its torso.

Vera reloaded her shotgun and yelled, “I told you, Max! I fucking told you!”

“Shoot now, gloat later!”

She did exactly that but it didn’t seem to harm the creatures. They transformed into translucent green blobs with dirty-pink organs suspended inside their slimy bodies.

Max gasped in recognition. Limax? Here?! But their homeworld was located in the very heart of the Plumber sector. Any criminals should’ve been easily dealt with before they even got off the planet’s surface. Or was that why they came to Earth in the first place? Because the Plumber presence here was non-existent?

But right now he didn’t have the time to play guessing games. He ran towards Vera and pushed her into the house. “Bullets won’t work but water is like acid to them!”

She slung the shotgun over her shoulder and grabbed a half-full spray bottle from the windowsill. “Fine by me!”

Max rushed into the kitchen just in time to see one of the Limax break through the window. The alien didn’t get far before Max grabbed a water jug and upended it over its head. It flailed and screamed in pain, its skin starting to melt, and hastily retreated.

Another scream echoed from the doorway where Vera was melting another intruder with her spray bottle. Then she ran outside to fight the rest of the Limax. Max quickly refilled his jug from the kitchen sink and hurried to join the fray.

The neighbor’s house had been completely empty, forcing Ben to turn into Wildmutt and try to find the guy himself. He had managed to track the scent to the local dump but, unfortunately, the neighbor was waiting there. He snarled at them, showing even more teeth than Ben currently had, and attacked.

Gwen had no clue what kind of monster or alien this guy was and she wasn’t sure she cared enough to find out. What mattered was that he was creepy, nasty, and freakishly strong. Another thing that mattered was that Ben’s teeth seemed to hurt him but his claws didn’t.

Ben threw a dumpster at him and hurried back to their grandpa and aunt, Gwen holding onto his orange fur for dear life. Then he yelped and jumped off the road as the Rustbucket barreled down the street right at them. The RV screeched to a stop and their grandfather rushed out.

“Grandpa!” Gwen called, jumping off Ben’s back. “You’re not gonna believe what just–”

He splashed her in the face from a water jug.

“Grandpa!” Gwen sputtered.

Ben growled unhappily when more water drenched his fur.

Their grandfather sighed in relief, “Sorry, kids, I had to check. There are some strange shapeshifting aliens around here but water seems to hurt them.”

Gwen gasped and turned to Ben, “So that’s why biting that guy worked! It was your stinky drool!” Then she grinned, “I guess those water pistols are gonna come in handy.”

The hourglass icon on Ben’s shoulder beeped and flashed red, returning him to human form. “And we know where those creeps are hiding!” he added, finally capable of speech. “I tracked the neighbor guy to the dump and there was some kind of hatch on the ground. I bet those alien monsters are down there!”

“I guess we’ll have to go and check it out,” Aunt Vera said from the front seat of the Rustbucket. She wasn’t smiling and her voice wasn’t ear-splittingly shrill anymore. “Nice watch you have there, Ben.”

Ben gulped nervously, “Um, you saw that?” Then he squinted at the object she was carrying over her shoulder, “Wait, is that a shotgun?!”

Max could feel his sister trying to burn a hole in the side of his head with her eyes, her anger almost palpable in the air. He had just finished telling her how Ben had ended up with an alien watch on his arm.

“Don’t blame me for that,” Max whispered, aware of Ben and Gwen sitting in the back of the RV. “I have no idea what that thing is, but as far as I can tell, this was a complete accident. Nothing but random chance.”

“I don’t blame you for the watch,” Vera whispered back. “I don’t even blame you for not keeping the kids away from danger because the danger seems to find them all on its own. But I do blame you for keeping them in the dark. You haven’t told them anything about your Plumber days, haven’t you?”

Max didn’t reply, keeping his eyes on the road.

Vera scoffed, “Thought so. You and your damn secrets… You don’t mind them taking on shapeshifting alien criminals but heavens forbid you tell them anything about yourself. Nothing good ever comes out of keeping secrets, Maxwell.”

“The past is in the past,” Max said curtly. “What happened then doesn't affect the present.”

“Wonder what they’re talking about…” Ben muttered, glancing at the front of the RV.

Gwen sighed, “I can’t even guess. We’re supposed to be family but it’s like I’m seeing them for the first time in my life.”

They didn’t get to speculate much because soon enough their grandfather stopped the Rustbucket before the chain-link fence and announced, “We’re here.”

Armed with spray bottles and water pistols, everybody exited the RV.

Grandpa Max held up a pair of wire clippers and opened the gate. “Now remember: the aliens are afraid of water and this place is extremely hot. More than likely, they are very heat-resistant, which means no Heatblast, Ben.”

Ben nodded, “Got it, grandpa. But I bet Stinkfly can kick their butts!”

In a flash of green he changed into the alien insect and pulled the hatch open. He saw a long ladder descending into the darkness but he didn’t want to waste the limited time of his transformation. Grabbing his family with his spindly limbs, Ben dove in.

What seemed like a cellar quickly turned into a veritable ravine that leveled into a long, round tunnel with slime-splattered walls. After having to backtrack once when he took a wrong turn, Ben exited the tunnel into a massive cavern. He could see a round purple spaceship there and in front of it were–

“Are those eggs?” Gwen hissed. “Don’t tell me more of those things are gonna hatch out of them!”

“Get us down there, Ben,” Grandpa Max ordered. “The people these aliens took have to be somewhere around here.”

Ben flew down and landed between the green eggs.

“And we don’t even need to search,” Aunt Vera muttered. “They’re right here, in these… pods?”

Ben groaned, “Oh man! Why can’t I just switch aliens immediately? XLR8 can get all these people outta here in no time!”

Nonetheless, he skittered closer to the pods and raised his sharp tail, ready to cut them open.

“Don’t do that!” somebody hissed.

Aunt Vera quickly aimed her shotgun and spray bottle at the alien creature that took the shape of her neighbor. “Hi, Marty,” she said sweetly. “How nice to see you here. You wouldn’t mind telling us what you are doing to these people, would you, you fucking piece of shit?!”

“We didn’t harm them,” the creature replied. “They will be fine, we just couldn’t let them tell anyone.”

“You think keeping them prisoner doesn’t count as harm?” Grandpa Max scoffed. “What are you even doing on Earth?”

The creature shrieked, “They left us with no choice! We had to escape! This planet is so far away from them, we thought we could hide here.”

Aunt Vera scowled, “If you really just wanted to live in peace, there are plenty of uninhabited places on Earth. Hell, you could’ve even kept living in this town if you acted like decent people instead of a bunch of fucking kidnappers!”

“These people will be fine, I swear!” the alien insisted. “We’ll just erase some of their memories and let them go!”

“And we’re supposed to believe that?” Aunt Vera asked but she did lower her water bottle. “Alright, asshole: let’s pretend you’re telling the truth. Why the hell do you need to tamper with their memories in the first place?”

“They saw us, they noticed that we’re not of your kind. We couldn’t risk it. Couldn’t let them call the Pl–”

“Why couldn’t you?” Grandpa Max asked coldly. “Vera is right: you’re just a band of criminals!”

He sprayed the creature from a water pistol and it stumbled back with a pained screech.

It bared its fangs at Grandpa Max then froze and took another step back. Its half-melted face twisted into an expression of fear. “You. You’re with them. You’re one of them!”

The alien howled and several others responded with rage-filled screeching. The creatures crawled down the walls of the cavern, none of them caring to talk anymore. They only shrieked and hissed and attacked with fangs bared.

The first alien to lunge at them was met mid-air with a shotgun blast courtesy of Aunt Vera. The second one was melted by Gwen. The third one Ben splattered with a stream of slime. The injured aliens shrieked in pain and slunk away, but twice as many crawled out to take their place.

Ben rose into the air and shot the aliens that were climbing down the wall, while his family took down the creatures that managed to reach the ground. His eyestalks were starting to itch and burn from the strain of producing so much slime but he couldn’t stop. If only there was a way to flood this place at once…

“Ben! Above you!” Gwen yelled.

He quickly raised his head, afraid that one of the aliens got the drop on him, but he could see nothing there except–

The water pipe!

Ben flew up and somersaulted in the air, landing on the ceiling upside down. Then he raised his sharp tail and carved the metal open.

The water poured out and drenched the alien creatures, forcing them to cut their losses and slither into their spaceship. The entrance closed and the ship lit up with purple light. Its engines ignited and it flew through the hole in the roof of the cavern and into the sky beyond.

“No!” Ben cried. “They’re getting away!”

He flew after the ship, hopelessly slow, but his watch started to flash red and he had to land.

“It’s okay, Ben,” his grandfather said and put a hand on his shoulder in consolation. “All that matters is that we saved these people.”

Once every resident of the town was back in their homes, Ben and Gwen crashed in the guest rooms of Vera’s house and were out like a light.

“Well, this was an exciting day,” Vera muttered, removing the bullets from her shotgun.

“…Vera, I– I’m sorry,” Max whispered. “I shouldn’t have dismissed you like this. I should’ve trusted you more.”

“Yes, you should have, Max,” his sister sighed. “That’s what you always do: you don’t trust people, not even your own family. You don’t bother listening to their reasons or asking their opinions. You only care about your orders.”

“Vera, come on. That’s not–”

“Yes, it is, Max! You’re so fucking full of yourself, you don’t even consider that you might be wrong! You’re the great Plumber Magister: how can lesser beings like us know more than you do?” She shook her head, “It was stupid to hope that your retirement changed anything. Gordon was right: people like you don’t change. They don’t want to change.”

Hearing his younger brother’s name felt like a punch in the gut. “Gordon?” Max whispered. “Do you– do you still talk to him? Do you know where he is?”

Vera bared her teeth in a grimace of rage so intense, Max took an involuntary step back. “Even if I knew, I wouldn’t have told you!” Vera snarled. “He is not on Earth, hasn’t been here in years, and I’m glad that he hasn’t! At least this way he doesn’t have to worry about his own brother hunting him down and throwing him into prison!”

“I– Vera, I didn’t– I just– I needed answers, that’s all! I had to understand why. Why he ignored his orders and went rogue!”

Vera let out a shrill, derisive laugh, “You chased him all over the galaxy because the Plumbers ordered you to and you obeyed without question like a good little soldier! Don’t pretend there was any other reason!” She shook her head, suddenly looking more exhausted than Max had ever remembered her being. “You wouldn’t have listened anyway: you are far too good at ignoring things that don’t fit your worldview. Just get out of my house, Max. I don’t want to see you anymore.”

His shoulders slumped and Max turned to leave when Vera called him again.

“Oh, and Max? Don’t think I’m going to let you keep your grandchildren in the dark when they’re already neck-deep in aliens. I’m giving you until the end of this summer to start acting like a half-decent person and tell them what they need to know. If you stay silent, I will tell them everything myself.”

Chapter Text

The repairs to the damaged spaceship were progressing well, finally allowing the second in command of Chimerian Hammer to devote more resources to tracking down the wielder of the Omnitrix.

“This is the first piece of good news I’ve heard in a while. Being stranded on the outskirts of the galaxy isn’t my definition of fun,” he heard a familiar voice say in a language that many universal translators struggled with.

Having learned the language in question old-style, Kraab had no problems understanding it, even if he couldn’t speak it. He turned around and raised his pincer in a friendly if slightly unprofessional greeting. At least the current bridge crew was composed of robots who had no opinion on his professionalism or lack thereof. “Came to keep me company, SixSix?”

“More like came to drag you away from the bridge. You let the crew rest, but you’ve been running yourself ragged,” the Sotoraggian chastised.

Kraab could imagine the disapproving expression his old friend was wearing beneath the mask but he wasn’t in the mood to argue. “I’m the second in command and this is my responsibility.”

“Psyphon can take the bridge,” SixSix argued. “He’s the third in command and the chief science officer: I think he can handle watching the data feeds. We don’t need you landing yourself in the infirmary out of sheer stupidity.”

Kraab snorted, “Yes, mother. Just let me find and retrieve the most dangerous weapon in the galaxy, then I’ll go take a nap. And Psyphon is busy preparing the cybernetics for the medics to install once Captain Vilgax is healed enough to handle the operation.”

He turned back to the screens. In truth, a nap was starting to sound good. When was the last time he had any sleep?

No matter. He had work to do.

“Ready?” Grandpa Max asked as he added the last finishing touches to the makeshift training course.

“I was born ready!” Ben cried.

Training was good, wasn’t it? It was what heroes did: they trained and figured out how to better use their powers. (So why then did his grandfather look so reluctant? It honestly felt like he just wanted Ben to ignore his watch and pretend that everything was normal.)

Ben tried to put the argument he overheard at Aunt Vera’s house out of his mind and slammed his hand over the watch. His body changed shape, transforming into pale green crystal.

“Remember to use your head, Ben,” Grandpa Max reminded him, grabbing the controls. “And be serious.”

“I am,” Ben replied, shifting his hands into jagged conglomerates of crystalline shards. When it mattered, he was always serious.

His grandfather was wearing the same pinched expression Ben was starting to get used to seeing whenever the subject of his heroics came up. (Why did he hate it so much? Ben wasn’t that bad at this, was he?) Then he pulled the first lever and the contraption he had built threw empty soda cans at Ben. The diamond crystals met them in the air, piercing the cans through.

The pull of another lever made targets appear behind his back. Ben hit them too, then skewered another barrage of soda cans. Every target (and one cactus) met its doom at his hands, making him smile in pride.

“Focus, Ben. You are training, not showing off,” Grandpa Max chastised and continued the exercise.

The targets started appearing faster, often intermixed with obstacles, and Ben found it harder and harder to shoot them with less than a second to aim his crystals in-between. With his attention split several ways, Ben couldn’t dodge in time and a tire bowled him over. His crystals went wide, forcing both Gwen and Grandpa Max to dodge in a hurry.

Ben laughed nervously, “Sorry? My bad…”

The data feeds from the drones were the most boring thing SixSix had ever had the displeasure to observe. Unfortunately, him staying on the bridge (as well as calling in a few more living crewmembers to accompany the robots) was the only thing that got the annoyingly stubborn Kraab to agree on getting some rest before he collapsed from exhaustion.

The main problem with finding the Omnitrix and the person it was attached to came from how hard its signal was to detect. It was possible, of course, but the main scanners on Chimerian Hammer were still down, and the ones inside the drones were fairly weak. Thus they had to start from the last known location – what the natives of this planet called Washington DC – and search in ever-widening circles.

SixSix could only hope that the Omnitrix-wielder made the news again, but so far monitoring the local media had yielded no results either.

The sound of skittering steps made him heave a sigh, “I thought you were going to get some rest, Kraab?”

“I did,” his old friend replied. “And I am declaring myself fit for duty.”

“Sure you do,” SixSix snorted.

Kraab gave him a withering glare and turned to the screens, “Anything yet?”

“Nothing useful, just more ground to cover.”

Kraab clicked his pincer. “We need to repair the main scanners as soon as possible. We don’t have enough drones to cover this entire continent and there is no telling how long we’ll be able to stay undetected.”

The proximity alarm blared over their heads.

“I can answer that!” SixSix yelped. He hit the controls, hurriedly activating the cloaking field around their ship. “How about ‘next ten seconds’?! If the cloak fails–”

The crew waited in silence, tense and ready to act, but the unknown vessel flew right past them and to the planet below.

Kraab’s tense posture slowly relaxed, “Whose ship was it?”

“Unknown, sir,” one of the crew members replied. “It’s not in the database.”

SixSix scoffed, “Why am I not surprised? Our database hasn’t been updated in ages. Let me see.”

“Send the data over,” Kraab half-ordered, half-translated.

Not everyone on board could understand Sotoraggian, which was why SixSix was rarely left in charge. He was still a little surprised that Kraab gave him the bridge this time, but his friend was probably more tired than he realized.

“This looks familiar…” SixSix muttered, studying whichever data their admittedly weak auxiliary scanners managed to snag.

“Familiar,” Kraab repeated. “Plumber familiar?”

SixSix shook his head. “No, it’s–” He drew in a startled breath. “It’s worse.”

“I said I’m sorry!” Ben grumbled as the Rustbucket drove away. “What else do you want from me?”

“I want you to take that thing on your wrist seriously,” Grandpa Max replied. “This isn’t a game and it’s not a toy.”

“I was taking it seriously!” Ben snapped. “So I made a mistake, so what?!”

What was even his problem? Why couldn’t Grandpa Max see how important this was to him?

Before the argument could continue, the engine stuttered. The Rustbucket kept moving barely long enough for Grandpa Max to pull into the remnants of an abandoned mining town. He promptly exited the vehicle and opened the hood to check on the engine.

Ben looked around the empty buildings. The town looked so old, even the ghosts had probably fled from it.

“I think I found the problem,” Grandpa Max called after digging around a little. He raised a tube that was pierced through with one of Diamondhead’s crystals and leaking some liquid. “Leaky fuel line.”

Ben cringed inwardly. Great. Another thing he was going to be blamed for.

The third in command of Chimerian Hammer hurried to the bridge. He wasn’t sure what exactly was going on here or how much help he could provide (he was a scientist and an occasional medic, not a battlefield commander), but he doubted it was anything good. Had the Plumbers found them already?

“Psyphon, take the bridge!” Kraab ordered when he had finally arrived.

The science officer reeled back slightly, “Acknowledged. What’s the situation?”

“A spaceship has just arrived, one belonging to Tetrax Shard. No doubt he is after the Omnitrix.”

Psyphon suppressed a shudder. Tetrax was one of the most notorious bounty hunters in the galaxy. There was a reason for it (a big, planet-sized reason), but even without taking into account the atrocities he committed, his ruthlessness and skills made him a dangerous enemy.

“Should I assemble a squad to intercept him?” Psyphon asked.

Kraab shook his head, “No. The drones won’t cut it and I refuse to put my men in danger. I will go myself.”

“Not without me you won’t,” the ever-insubordinate SixSix said.

Kraab only let out an angry hiss and hurried towards the teleporters.

Gwen slowly walked down the empty streets, looking for her cousin. Ben and Grandpa Max had started another argument, which culminated in Ben stomping off in a huff. Personally, Gwen thought their grandfather was a bit unfair. Sure, Ben could use a little more caution when using his powers, but ultimately, it was just an accident. (If it wasn’t, Gwen would’ve kicked his butt herself.)

But after that mess at Aunt Vera’s, Grandpa Max seemed a little… short-tempered.

Something flashed green in the corner of her eye and Gwen nearly facepalmed. Just when she thought her cousin was being responsible, he was doing something stupid again!

She peeked into a large barn and yelled, “Calling all dorks!”

No answer came and Gwen had to reluctantly enter the old building. She looked around, wondering what alien Ben had turned himself into this time. She hoped it wasn’t Stinkfly: not only did it stink to high heavens as the name suggested, it also produced disgusting slime that Ben tended to splatter everywhere.

Gwen shivered at the sudden gust of cold wind. Then her eyes narrowed. Cold? In the summer afternoon? In the desert?

“Come out, Ben!” she called. “Did you really think that I wouldn’t recognize Ghostfreak? You don’t scare me.”

The ghostly alien materialized in front of her. Even without a face, Gwen could tell that he was pouting.

“That hurt my feelings, Gwen,” Ben rasped and pressed his hands to his chest. “That hurt–” His voice stuttered, his body curling in. “Hurt–”

He shuddered, digging his fingers into his chest hard enough that his grey skin was starting to peel off.

“Ben?” Gwen frowned and stepped closer, now worried.

He screamed and ripped off a chunk of his skin. Gwen screamed too, staring in horror at the writhing tentacles that burst out of his chest and stretched towards her.

And then she stopped screaming because Ben was laughing. That jerk!

“Ben!”

“What did you just say about not being scared?” he rasped. “I couldn’t hear it over your screams.”

Gwen batted the striped tentacles away, “I was screaming at how gross you were! Where did those things even come from?”

Ben waved the tendrils in the air, “They’ve always been here. I just had to figure out how to use them.” He narrowed his eye and pulled on the skin around his hands, “Now I need to figure out what’s the matter with my fingers.”

“What do you mean?” Gwen asked. Then she wrinkled her nose, “And put those things away already.”

Instead of pulling the tentacles in, Ben draped them over her shoulders. Gwen screeched and tried to hit him, but her cousin ignored her, briefly turning intangible.

“So. Very. Gross!” Gwen hissed. “When will you time out already?!”

Ben pulled on his skin again, “Not until I deal with my hands. They’re so itchy…”

“Don’t tell me you have alien fleas,” Gwen groaned.

“Of course not! …Well, maybe Wildmutt does.”

Gwen growled under her breath and grabbed his hand, starting to pull on his skin too. “Will you stop being disgusting if I help?”

The tentacles retracted, coiling back somewhere inside Ben’s chest. “Scout’s honor.”

Gwen only rolled her eyes. “You’ve never been a scout.”

“I was one in my heart!”

As they bantered, the cousins kept tugging on the grey skin until it finally split open on Ben’s fingertips.

“Whoa…” Gwen muttered, staring incredulously at the massive black talons sticking through the rips. “Where were those hiding?”

Ben flexed his new claws and cut the skin on his other hand. An identical set of talons burst out and he whooped in glee, “Who cares? This feels so much better! I wonder what else this alien can do… Let’s see what’s under the rest of my skin!”

Ben hooked his talons into the black seams on his skin and pulled until the grey substance tore into pieces, revealing his true form in all its glory.

“This is horrifying,” Gwen said flatly.

The long striped tail her cousin had instead of legs was somewhat expected. What she didn’t expect was the ugly upside-down skull with jutting, uneven teeth, and the patches of black and white where it looked like another layer of his grey skin was torn off.

“This is awesome!” Ben disagreed. “I feel like I’m three times stronger than before!”

Gwen sighed, “You know that grandpa won’t be happy about this, right?”

Ben looked away, his excitement gone in a flash. “Yeah, I know. What’s his deal? He doesn’t like me being a hero, he doesn’t want me to train… It’s like he wants me to pretend that the watch doesn’t exist! And all that stuff at Aunt Vera’s…”

“I wish I knew.”

They left Aunt Vera’s home fairly early and no matter how much they tried, Grandpa Max hadn’t given them a chance to talk to her alone. Afterwards, Gwen had tried to call her, but Aunt Vera had only evaded the questions. Trying to fish for information by asking their grandfather how he knew that the alien creatures were vulnerable to water or why they seemed afraid of him brought no results either.

“Let’s just go back to the Rustbucket,” she said finally. “Maybe grandpa has already fixed it.”

“You are not going anywhere until you give me the Omnitrix,” a deep, slightly distorted voice said.

The cousins gasped and turned around to see a tall, humanoid figure covered head-to-toe in dark armor standing at the entrance.

Gwen gulped nervously, “Friend of yours?”

Ben shook his head, “Never seen this guy before. And what’s an Omnitrix?”

“He probably means the watch. Duh!” Gwen hissed.

“It is a weapon of incredible power that is wasted on the likes of you,” the stranger said.

Ben raised a talon, “One: rude.” He raised a second talon, “Two: why should I care what you think? And three: who are you anyway?”

“I am the one hired to find the Omnitrix and take it back.”

“A bit of a problem here: this thing doesn’t come off,” Ben replied. “Believe me, if it did, grandpa would’ve already removed it and thrown it away.”

“Of course it doesn’t come off!” the stranger scoffed. “In order to utilize its power, the Omnitrix binds to the host’s body. It cannot simply be removed. At least, not without harming the host.” He reached for the sheath strapped to his hip and took out a glowing energy blade, “I am going to enjoy carving it out of your flesh.”

“Okay, so you’re a bad guy,” Ben nodded. “Noted.”

“Your naïve bluster is almost endearing,” the stranger said, taking a step forward.

Ben laughed, “And you have no idea what I’m capable of! Now you see me… Now you don’t!”

He faded into invisibility and swiped his claws at the stranger only for him to somehow block the attack with his blade, its energy burning even the semi-tangible ghost.

“Gah!” Ben returned to the visible spectrum and jerked his hand away as his claws started to smoke. “How did you do this?!”

“Did you really think that I came here unprepared?” the stranger asked. “I did not become the most feared bounty hunter in the galaxy by underestimating my prey.” He took out a blaster and shot at Ben, somehow managing to hurt him even when Ben turned intangible.

Ben slammed into the crates piled around the building and slid to the floor. His arm landed in a spot of sunlight shining through the cracks in the wall. He cried in pain and quickly jerked it back, staring in horror at the blackened, burned skin.

Gwen ran towards him. “Ben! Are you alright?”

“Sunlight… hurts.”

The bounty hunter walked towards them with heavy, measured steps, the blaster and the blade at the ready.

Ben rose into the air again. His tentacles burst out of his chest and wrapped around his enemy’s wrists, forcing the weapons away. Then he yelped in pain and the tentacles coiled back.

“What are you?” Ben rasped, staring at the oh-so-familiar pale green crystals covering the bounty hunter’s forearms.

His helmet unlocked and slid open, revealing–

“Diamondhead’s evil twin?!” Gwen gasped.

Ben stared at him in shock. “No way! You’re me?!”

“Do not lump me with the likes of yourself, child, merely because you can transform into a member of my species. You are nothing but an impulsive annoyance.”

“I’ll show you impulsive!” Ben yelled, charging at him with claws at the ready.

“You are hardly worth the hunt,” the alien replied and shot him again, sending Ben crashing into a wall. “But I shouldn’t complain: this merely makes my job easier.”

Ben groaned, looking too dazed to fly or fight back as the hunter approached.

Gwen looked around, desperate to find something that would stop the alien from dismembering her cousin. Then her gaze fell on the platform the bounty hunter stood upon.

“Ben! Give him a lift!” Gwen yelled, pointing at the lever on the wall and hoping that the old machinery still worked.

Ben immediately grabbed the lever and pulled it down. The platform rose quickly and slammed the bounty hunter into the ceiling. And just in time too because the alien watch flashed red and timed out.

Gwen ran up to him, “Ben, are you okay?” After receiving a nod in response, she looked up at the platform. “I’ve seen you take worse hits, so let’s get out of here before Diamondjerk wakes up.”

Thankfully, Grandpa Max had managed to repair the RV and they could leave the town immediately. Gwen kept looking out the window, drumming her fingers on the table. “No sign of that guy yet. Do you think we lost him?”

Ben smirked, brandishing his watch, “He better not show up if he knows what’s good for him.”

“He isn’t just some random jerk!” his cousin snapped. “He knows what powers you have and how to deal with them. He’s dangerous!”

“And we’re awesome!” Ben bragged. “Come on, we totally kicked his butt!”

Gwen frowned, “I don’t think that’s gonna stop him for long.”

Something heavy hit the roof of the Rustbucket.

Gwen looked up and gulped nervously, “…This is the one time I would’ve liked to be wrong.”

A crystal blade pierced through the roof, carving it open, and the bounty hunter reached in. But before he could attack them, Grandpa Max hit the brakes. Diamondjerk was thrown off the roof and Grandpa Max drove the Rustbucket right over him.

A few seconds later the RV stuttered to a halt. And once Gwen looked out of the Rustbucket, she could see why: crystal shards had torn the tires apart. The bounty hunter himself didn’t seem to be injured: he was already climbing back to his feet.

Grandpa Max quickly pushed Ben and Gwen out of the RV and ran towards a nearby mine, “We’ll hide in there!”

They ran down its twisting corridors, until the entrance was no longer visible. Ben pressed his back to the wall and peeked around the corner. All seemed quiet.

“Phew. The coast is clear,” he announced.

Then the ground rumbled and started to crack as something tunneled underneath.

“Don’t you get tired of being wrong all the time?!” Gwen snapped.

The ground burst open but what came out wasn’t the crystal alien but a four-legged crab in dark golden armor.

“Wielder of the Omnitrix!” the crab shouted.

“Another bad guy?!” Ben yelped. And his watch hadn’t recharged yet!

Grandpa Max grabbed a piece of metal junk and threw it at the crab alien. The massive pincer on his left arm shattered the metal into pieces with a single snap. Seeing this, the Tennysons ran deeper into the mine.

The crab scurried after them, “Wait! I’m not–”

Gwen gasped when they rounded the corner only to see a massive ravine blocking their way. “Now what?”

“Now you stop running and let me talk!” the crab yelled. “I’m not your enemy!”

Ben turned around and blinked in confusion, “…You’re not?”

“No, I’m not,” the crab said. Then he stiffened and raised his oversized claw, “But he is!”

Flying across the ravine on a hoverboard was the evil Diamondhead knockoff. He raised his blaster, forcing them to dive out of the way. The crab returned fire, his strange claw apparently hiding a blaster inside, but the bounty hunter was fast enough to dodge every shot. He jumped off his hoverboard and leapt at the crab.

The golden-armored alien staggered at the impact but his four legs kept him steady. He locked his claw around the hunter and shouted, “Run! I’ll hold him off!”

“Let’s take a ride!” Grandpa Max called and hurried towards the old transport system: nothing but a small open boxcar suspended under a wire.

Ben and Gwen quickly jumped inside. Grandpa Max pulled the rusted lever that activated the system and jumped into the already moving boxcar, his grandchildren helping him climb in.

Behind them, the bounty hunter had managed to push the crab away and jump back on his hoverboard. He flew towards the boxcar and aimed his blaster at its passengers. “Surrender if you want to live. I only need the Omnitrix, but if you keep resisting, I can just as easily remove it from your corpse.”

Ben hit the dial of the alien watch again and again, silently begging it to work. He knew that this wasn’t an empty threat.

The bounty hunter waited for a few seconds. “No? Very well then.”

He pulled out his energy blade and cut the wire with a single swipe. The boxcar and the people inside it plummeted down.

And a purple-clad figure dove after them.

SixSix mentally patted himself on the back for outfitting his armor with additional mechanical limbs. Sometimes four arms just weren’t enough. Case in point: he had the tiny Omnitrix-wielder in one hand (was it an actual child? SixSix didn’t know enough about humans to tell), an equally tiny human in another, and had a heavy man (Maxwell Tennyson, what was even his life?) on his back, holding onto his smaller upper arms.

A blaster shot glanced off his armor and SixSix did a barrel-roll, his jetpack struggling to keep up the speed he needed with all the additional weight.

…Right. How could he forget about Tetrax Shard trying to kill them all? Such a small detail, it just slipped his mind.

The blasters he held in his mechanical limbs kept firing but Tetrax managed to avoid the blasts, because of course he did. SixSix hated competent enemies.

Kraab could feel the crystal shards grind against his internal mechanisms but he had no time to pull them out. His propulsion system was down, but grounded or not, he still had his weapons. His guidance system couldn’t get a lock on Tetrax (that armor of his had to be shielded somehow), so he had to eyeball it. His open pincer was steady as he slowly shifted it, tracking the bounty hunter’s erratic flight. Just a little… bit… more…

His shot clipped Tetrax in the shoulder, making him lose his balance for a second or two. And that was enough for SixSix to shoot his hoverboard and send the bounty hunter tumbling down into the ravine.

Kraab slumped in relief and waved at his friend. That was one problem dealt with. Now he just had to find out what in the seven hells Maxwell Tennyson was doing here.

Gwen almost kissed the ground once their masked savior landed on the edge of the ravine. The crab alien was waiting there, looking somewhat worse for wear.

“Thank you,” she breathed out, trying to put all her gratitude into those two words.

“Yeah, thanks for the save, guys,” Ben said. “My stupid watch is still recharging. Uh… who are you anyway?”

“I am Kraab and this is my friend, SixSix,” the crab alien introduced.

The purple-clad alien said something in a language they didn’t understand.

“Unfortunately, most universal translators can’t handle Sotoraggian language, so I have to be the one talking,” Kraab explained. “I don’t think I have caught your names?”

“I’m Max,” her grandfather said. “And these are my grandchildren, Ben and Gwen.”

“…Ah, I apologize. I think my translator needs repairs,” Kraab said tentatively. “By ‘grandchildren’ you mean… offspring of your offspring?”

“Yes, exactly.”

Kraab slowly nodded, “I see…”

SixSix said something but Kraab waved him off, “My propulsion system is down but overall I only need some minor repairs. Not that bad after tangling with Tetrax.”

“Tetrax?” Ben repeated. “That’s the guy’s name?”

Kraab nodded. “One of the most dangerous and well-known bounty hunters in the galaxy. We have learned about his being hired to get the Omnitrix, so we attempted to intercept him.”

Gwen bit her lip, “Is he gonna come after us again?”

She got her answer in the shape of pale green crystals erupting from the ground.

Kraab and SixSix pushed them away, losing the chance to dodge themselves. Both of Kraab’s left legs and his pincer were trapped and SixSix ended up fully encased, like a fly in amber. Worst of all, the crystals completely blocked the tunnel, leaving them with nowhere to run.

Then the crystal wall unfolded and reshaped into a gateway, allowing Tetrax to pass through.

“What a pathetic gathering of worthless prey,” the bounty hunter remarked. He raised his energy blade and cut off Kraab’s left arm at the elbow, revealing sparkling wires and circuitry inside, then severed his trapped legs. “See, child? This is what awaits you too.”

Ben trembled, whether in fear or in anger, it was impossible to tell. “You’re a monster!” he hissed.

“And I don’t care about your opinion,” Tetrax flatly replied. Then he grabbed Kraab by the throat and hurled him into the ravine.

Without a moment of hesitation, Ben jumped after him.

The alien watch (the Omnitrix, it was called the Omnitrix) sinking into his flesh was a familiar sensation already. His skin liquefied, his bones melted, and his body transformed into a shapeless metallic blob streaked through with glowing green circuitry.

Ben reached towards Kraab and pushed himself through the cracks in his golden armor, filling the spaces between and spreading through his innards.

“A Galvanic Mechamorph?” Ben heard/felt him say. “Oh, this is such a good choice!”

And Ben could feel it, could see in his inner eye all the amazing technology that made up most of Kraab’s body. He could shape/shift/change it as easy as breathing, all he needed was one tenth/hundredth/thousandth of a second.

He/they melted/fused/merged, at once too close and too far. They had one body, one mind, one goal… And it was time for them to move.

Gwen could only scream in horror as her cousin jumped into the ravine. What if his watch malfunctioned and turned him into a wrong alien again? Had it even recharged already?!

She didn’t know, was too scared to look, but the bounty hunter didn’t share her hesitation. He ran towards the edge and pointed his blaster down. Her grandfather rushed at him from behind and tried to push Tetrax into the ravine, but the bounty hunter easily dodged and with a scream that was going to haunt her nightmares, Grandpa Max plunged off the cliff.

The scream was cut short, a roar of engines replacing it, and Kraab rose out of the ravine, holding Grandpa Max in his remaining hand. His body was no longer gold, patterned black and green instead with an hourglass dial on his chest, and Gwen almost cried in relief.

Ben was alive!

Tetrax shot him point-blank but Kraab took the hit without flinching, only shifting his body enough to shield Grandpa Max. Upgrade’s liquid metal shot out in thin tendrils and snatched the blaster away. Then more tendrils appeared and absorbed the limbs that were still stuck in crystal, reattaching them to his body.

Whole again, Kraab landed and pointed his claw at Tetrax.

The bounty hunter formed his crystals into a shield, taking the blast head on. He held on for a second – two, three, four – before his shield started to crack.

Kraab walked steadily forward. He didn’t let off even for a moment, blaster fire pushing Tetrax back, until the bounty hunter hit his own crystalline wall.

Then Upgrade made his move. He extended a long tendril, stretched it high above, and shot Tetrax with his own weapon. The bounty hunter staggered and Kraab jumped towards him, knocking him out with a blow of his powerful pincer.

Then Kraab stole something from his toolbelt. It was a small blue-green cube that rippled with static at his touch. He dropped it on Tetrax and the cube expanded. It swallowed the hunter’s unconscious body and shrank back to its previous size.

Kraab raised his pincer again and slammed it into the crystal wall that was already slightly cracked from his assault. It shattered into pieces and finally released SixSix.

Then the hourglass dial on Kraab’s chest beeped and flashed bright red. When the light faded, Kraab was lying on the ground with his legs awkwardly curled in. Ben was sprawled over him, panting like he had just ran a marathon.

“How about… we never do this again?” Ben huffed. He pressed his forehead to Kraab’s golden armor. “Ow. My head.”

“Next time, don’t try to fuse with the main processor,” Kraab laughed. Then he flinched. “Ugh. Haven’t felt this hangover since that time on Khoros.”

Gwen ran towards her cousin. “Ben! Are you alright?”

Ben blinked and woozily looked up at her. “Never turn into a high-tech alien and fuse with a cyborg. Feels like my brain is melting out of my ears.”

“What brain?” Gwen laughed and felt her eyes sting. “You stupid, idiotic-!” She wrapped her arms around him in a hug. “If you ever try to jump off a cliff again, I’m gonna burn all your stupid ‘Sumo Slammers’ cards!”

Ben weakly tried to get out of the hug but Grandpa Max didn’t let him, embracing them both.

SixSix was laughing at him, he just knew it.

Kraab clicked his pincer as the happy family embraced above him. (Maxwell Tennyson with a family… He seemed like a completely different person from the one his captain described.) Of course, they chose to stand in such a way that he couldn’t move without disturbing them, so he had to stay on the ground and keep curling in his legs.

Finally, they deemed it fit to pay their surroundings a little more attention and with plenty of apologies helped him stand up. SixSix, the traitor, didn’t lift a finger.

Kraab lifted his legs one by one and rotated his pincer, testing the reattached limbs now that the Galvanic Mechamorph was no longer a part of him.

…That sure was something.

Feeling all barriers between his mind and the child’s fall as their thoughts synchronized wasn’t the worst thing he had ever experienced but he still didn’t want a repeat any time soon. On the bright side, it gave him a clear view of Ben’s personality.

“I still need repairs and Tetrax must be secured, so we have to leave for now,” Kraab said.

His fingers tightened slightly around the capture cube. He still couldn’t believe that Tetrax Shard himself could be finally brought to justice. (Although, what justice could there be for the crimes of his magnitude? But that wasn’t for Kraab to decide. He just had to keep Tetrax secured until Chimerian Hammer was repaired and they could hand him over to the courts.)

“As for the Omnitrix… I think it’s in good hands.”

In truth, Kraab wanted to take the Omnitrix, but considering that Chimerian Hammer was still mostly defenseless, it would only make things worse. With that thing on board, the Plumbers might be able to detect them even with the cloak on. Until the ship was fully operational, it was safer for everyone involved if Ben kept it.

Of course, Maxwell was still a problem, and a rather big one. However, while the merge didn’t allow him access to any of Ben’s memories, only his current thoughts, Kraab was certain that Ben knew very little, if anything at all, about Maxwell. Whatever reasons the ex-Plumber had for staying silent, it worked to their advantage.

“We’ll return when we can,” Kraab continued. “Be careful: Tetrax isn’t the first or the last person who wants to take the Omnitrix.”

Ben smiled at him, “Don’t worry! If anyone comes after it, I’m gonna kick their butts!”

“Wait! Can you at least tell us who you are and what you know about the Omnitrix?!” Maxwell called.

…Yeah, right. Kraab wasn’t in any state to make up lies that would convince a former Plumber and the capture cube had a time limit, so he just signaled the ship for teleportation. He had a lot of things to report to his captain.

Chapter Text

The bottomless chasm yawned wide open beneath his feet as Ben struggled to balance on a metal wire. It tore apart and Ben fell down, down, down…

A crystalline hand closed around his wrist in a crushing grip. The bounty hunter dragged him up and smirked, raising his energy blade. Ben struggled to break free as the blade drew closer but his grandfather clamped his hands over his shoulders and pressed him down with a smile that held far too many teeth.

“Don’t be selfish, Ben,” he hissed, his form rippling into green slime. “You know you aren’t a hero. Better give the watch to someone who isn’t as worthless as you.”

The blade bit into his skin and carved it open, revealing nothing but glowing green circuitry beneath. He screamed as it grew and unfolded and surged up his arm, devouring him whole–

Then he woke up.

Ben stared at the ceiling of the Rustbucket. He pulled his left arm from under the covers and looked at the alien device. How many people wouldn’t hesitate to kill or maim him just to get their hands on it?

Ben hid his arm again, suddenly feeling sick. He turned on his side and stared blankly into the darkness, waiting for the morning to come.

“You’ll have a ball with it. Next exit,” Gwen read aloud from the road signs. “What’s this ‘it’?”

Ben remained slumped in his seat with his head on the table. “Ugh. Who cares? And stop being so loud, dweeb.”

Gwen squinted at him suspiciously, “Did you play video games all night?”

Ben lifted his head slightly. “No. I was just… thinking. About–” he paused and gave a subtle nod at their grandfather, “–stuff.”

“Stuff,” Gwen repeated. Also known as: ‘grandpa is keeping secrets from us, so we’re keeping secrets from him’. Which also meant: ‘don’t talk where he can hear us’.

She met his eyes and gave Ben a barely-there nod of acknowledgement. Then she smirked and jeered, “Dreaming about a new ‘Sumo Slammers’ game, doofus?”

“Hey! Don’t you dare diss ‘Sumo Slammers’, dweeb!” Ben protested and surreptitiously gave her a thumbs up for providing a good cover.

“I hope you still had enough rest!” Grandpa Max called from the driver’s seat. “I’ve been planning this stop for months! It’s going to be amazing!”

“Was grandpa for real just now?” Gwen muttered. “This place is made of boring.”

After arriving into Sparksville, he gave them the tickets and practically pranced away to the motel, but Gwen flat out couldn’t see what he found so exciting about this place. From her point of view, it was even less interesting than the abandoned mining town they had been forced to stop in. What a mess that was…

Gwen stared at the alien watch on Ben’s wrist. She could still barely believe that someone had tried to maim her cousin and nearly killed all of them just to get that thing.

Ben yawned widely, “It’s probably an old person thing. Like prune juice at Aunt Vera’s.”

Gwen tried not wince at another reminder of what their lives had become. Even talking to her parents was becoming a chore, the constant fear of saying the wrong thing keeping her tense. All those secrets she had to keep… And speaking of secrets.

“Grandpa isn’t here, so spill. What’s bothering you?”

Ben rubbed his left wrist, his fingers brushing the dial of the Omnitrix. “Remember when I turned into Upgrade and fused with Kraab?”

Gwen briefly closed her eyes. Of course she did. She had nightmares about his fall. “Yeah?”

“Well, it wasn’t just his body. I was in his head too. It was like… Like we were one person.”

Gwen stared at him blankly. “Uh. That’s… probably not a good thing?”

“Worst headache ever,” Ben confirmed. “We were kinda busy kicking Tetrax’s butt and we didn’t get each other’s memories or anything, but I kinda remember some of his… thoughts? Feelings?”

“And?”

“And it felt like– like Kraab knew Grandpa Max. Or knew about him. Or– or something! I don’t know!”

Gwen swallowed nervously. “But how? Kraab is an alien and grandpa–”

“–Definitely dealt with aliens before,” Ben finished. “He was a Plumber and when I was fused with Kraab, I– I almost knew what it meant.”

“Should we… talk to him about it?” Gwen asked hesitantly.

“Don’t you mean, force him to talk? Get a clue, dweeb! If grandpa wanted to tell us anything, he would’ve done it already! I’ve got an alien watch glued to my arm and a bounty hunter chasing after it, but he still doesn’t want me to use it!”

“Well, maybe he is right? If guys like Tetrax are going to come after you, maybe it would be better if–”

“If what?! It doesn’t matter if I use it or not, I still can’t take this thing off! And if they’re gonna come after me anyway, I gotta learn how to kick their butts!”

Gwen sighed unhappily but had to reluctantly agree. With the situation like this, it really was better if Ben trained and gained more experience, so he could protect himself and others.

“Wait a minute,” Gwen snapped her fingers in sudden realization. “Did you notice that he didn’t even try to stop you on the road here?”

As they approached Sparksville, they had encountered a massive car pile-up involving a propane truck about to catch fire. Thankfully, Heatblast could not only produce flames but control them too, allowing Ben to quickly snuff out the fire and free the trapped driver.

“Huh. Now that you mention it… Grandpa didn’t even make that disapproving face he usually does when I go alien,” Ben mused, his expression losing some of its anger. “Do you think he’s finally convinced I can handle this stuff?”

“I dunno. Maybe he just realized how stubborn you are.”

Ben wrinkled his nose, “Whatever. Let’s look around: maybe there is something interesting in this dump. And if not…” Ben smirked and brandished the alien watch, “I’m gonna make my own fun.”

Gwen stared at him blankly then slapped one hand over her forehead and slowly dragged it down. “You know what? I’m not even gonna try to stop you. If you trash this place, it’s still gonna be an improvement.”

Ben had to admit that when his cousin wasn’t acting all nerdy and dweeby, even the boring middle-of-nowhere place like Sparksville was tolerable. After laughing at the obviously fake stuffed animals, snapping some photos near the building-sized house of cards and other exhibits, and grabbing some hotdogs, they had finally found the mysterious ‘it’.

“Through these doors lies the weirdest, wildest thing ever to find its way to Sparksville,” the mayor of the town (obviously as fake as the exhibits) droned, gesturing at the barn with a large ‘It’s here’ sign on it.

Ben exchanged wry looks with Gwen. After all the stuff they had seen, he highly doubted anything here could surprise them.

The doors opened and they entered the dark building. The walls flashed with warning signs: ‘Do not touch it’, ‘Do not photograph it’, ‘Do not use batteries or electrical equipment anywhere near it’.

And finally, the last sign had moved, revealing…

…A ball of yarn?

Ben gestured at it, feeling more confused than anything, “And this is…?”

“It’s a big ball of rubber bands,” Gwen said flatly. “How exciting.”

“And who knows what secrets lie within?” the ‘mayor’ droned.

The cousins looked at him blankly then turned back to the rubber ball. Was this some kind of a joke?

“Stay as long as you want. Mind the signs,” the guy said and left.

Ben and Gwen exchanged identical looks of disgust. “Lamest thing ever!” they chorused.

“I can’t believe grandpa was so excited about this place,” Gwen huffed. “Or did he just prank us? Because if that’s what he did, then it’s double-lame!”

Ben snickered, “Triple-lame?”

“Quadruple-lame!” Gwen pulled on her hair in frustration. “Ben, quick, do something funny before I snap!”

Ben curled his hands into fists and took a boxing stance. “In the green corner is the amazing, sensational, super-mega-special-awesome hero Ben Tennyson! In the lame corner is the rubber ball of boredom, brought to you by grandpa’s weirdness and the fake mayor of Fail-O-McSuckyville!”

Gwen laughed, “Nice.”

Ben grinned and punched the rubber ball. His fist bounced back and nearly hit him in the face.

His cousin smirked, “And this is even better! The oh-so-heroic Ben Tennyson has just lost a fight with a rubber ball.”

Ben shook his fist at her, “I’m just warming up!”

He punched the thing again, a bit more careful with his aim now. First with his right hand, then with his left, then–

Then neon-green lightning arched from his watch. It writhed around the rubber ball and snaked beneath the bands it was made of.

“Gah!” Ben quickly yanked his hand back and stared incredulously at the now red dial of the Omnitrix. “This thing just stole my charge! Isn’t rubber supposed to, like, stop electricity, not steal it?”

Gwen gulped nervously and pointed at the top of the ball where the lightning – yellow now rather than green – began to coalesce. “I don’t think it’s supposed to do this either!”

The large yellow bolt of electricity jumped from the rubber ball into one of the signs hanging on the wall. Then it jumped into another sign, blowing both to pieces, and spiraled around the barn, swirling into a solid shape.

“Is this a battery?!” Ben blurted out incredulously.

What the lightning had coalesced into had certainly looked like one with its black and yellow cylindrical body, but he was fairly sure that normal batteries didn’t have arms or legs and they certainly didn’t laugh.

The thing (creature? alien?) melted back into raw energy and jumped into the wiring on the walls. It didn’t reappear.

“What was that thing?” Gwen yelped.

“I– I don’t know,” Ben stammered. “But we gotta catch it!”

Gwen threw her hands in the air, “How?! It’s made of lightning and it’s fast like one! And what the heck are you gonna do if it steals the charge from your watch again?”

“Gwen, please! We don’t know why that thing was in here. What if it hurts someone? I– I don’t want anyone getting hurt because of me.”

“But… it didn’t try to hurt us, right? It just stole your charge. Maybe it already left this town?” Ben only looked pleadingly at his cousin and she finally sighed, “Fine. We’ll try to catch that thing.”

Ben gave her a grateful smile and rushed out of the barn.

After searching the town for hours, the cousins finally had to admit defeat. The living battery was nowhere to be found.

“I don’t think it’s even here anymore,” Gwen grumbled as they dragged their feet towards the motel. “Maybe it just got bored and ran away from this lousy town.”

“Or it knows that we’re looking for it,” Ben replied.

Gwen sighed, “You wanna search till morning? If it appears again, we’ll try to catch it, but for now, I’m going to sleep.”

“We’re gonna wake up and this whole town will be trashed,” Ben said pessimistically. “I just know it.”

“I don’t wanna say ‘I told you so’, but… I told you so,” Ben muttered when he looked out of the window the next morning.

The living battery certainly had a busy night. The whole town looked like a tornado had passed through it: overturned cars, broken lampposts, shattered windows, and far too many scorch marks.

He rubbed the side of his watch and looked away despondently, “Grandpa is so gonna blame it all on me…”

Gwen rolled her eyes and lightly punched his arm, “No one knows you had anything to do with this, doofus. Just stay silent and play dumb. Should be easy for you!”

Ben scowled at her half-heartedly and shuffled out of the motel.

Their grandfather wasn’t happy to see them. “Benjamin. Gwendolyn. I don’t suppose you know anything about this?” he asked.

“Everything looked fine when we went to sleep,” Gwen said, which wasn’t even a lie. “Maybe there was an earthquake at night or something?”

Grandpa Max raised an eyebrow, “How coincidental.”

Gwen shrugged with a smile that looked a little too forced, “Well, ever since Ben got his watch, we just seem to attract weird stuff.”

“Do you think it’s aliens again?” her grandfather frowned.

“Don’t be ridiculous. There is no such thing as aliens,” the ‘mayor’ droned. “And we already know who is responsible for these juvenile acts of vandalism.”

Grandpa Max gave Ben and Gwen a suspicious look then turned to the ‘mayor’. “And who might that be?”

He got his answer when yellow lightning jumped out of a broken lamppost and solidified into a living battery right behind Ben’s back. It grabbed the Omnitrix, once more turning the dial red, blew a raspberry at him, and changed back into raw electricity. Then it jumped into a soda machine that by some miracle managed to survive the destruction.

“Hey! Stop stealing my charge, you stupid battery thing!” Ben yelled.

In response the soda machine rumbled to life and spit a can at him. Then another. And another. More and more soda cans flew out, forcing them to dive for cover behind an overturned car.

“That was a Megawatt,” the ‘mayor’ said.

“Mega… what?” Ben asked.

“Exactly. Normally, wrapped up tightly inside ‘it’… That is, until the last night.”

“And… what exactly is it?” Grandpa Max asked.

“Some say it’s lightning come to life. Others think it’s static cling run amuck. Tough to say.”

Gwen rolled her eyes. How exactly were those suggestions more likely than aliens?

“The Megawatt has been here for years, always causing mayhem and property damage whenever it gets loose.”

Gwen mulled this over for a few seconds, “So you keep it trapped in that ball? Seems kinda cruel. I’d be pretty ticked off too. Did you at least try to talk to it? Find out what it wants?”

The ‘mayor’ glared at her, “The Megawatt doesn’t speak any human languages. All it does is cause trouble. We need to catch it before it causes further destruction.”

Wet, singed, and splattered with ketchup, Ben had to admit that the Megawatt was a much tougher opponent than it seemed at first glance. The annoying little battery had graffitied the Rustbucket, broke the world’s largest fishbowl (not the greatest loss in the world, he had privately thought), and blew apart the house of cards. And now it was hovering in the air just out of Ben’s reach, making faces at him. If only he could transform…

As if hearing his thoughts, the Omnitrix beeped and flashed to green.

Ben quickly twisted the dial without even looking at what alien he was choosing but the Megawatt was faster. It reached towards the Omnitrix, no doubt trying to steal its energy again.

The alien watch had other ideas. A blast of green light threw the Megawatt away, the Omnitrix seemingly as sick of its shenanigans as Ben himself was. (He had to wonder once again if it was actually sentient.)

The living battery screeched and shook its tiny fist at him, its perpetual grin changing to a scowl at its inability to absorb the energy.

“Serves you right for trying steal from me!” Ben snapped. “What is even your problem?! Why are you making so much trouble? If you want to be free, then leave! Go back to your home planet and leave us alone!”

The Megawatt stared at him silently and for a moment Ben hoped that it would answer. Then it blew a raspberry at him and disappeared into the power lines.

Ben groaned in frustration. Trying to talk didn’t work (was it even intelligent enough to understand him?), trying to catch it wasn’t working so well either… And even though he could use the Omnitrix again, it wasn’t like he had any alien fit for the job. What was he supposed to do? Try to grab the Megawatt with his bare hands when it was fast as lightning, selectively solid, and more than capable of zapping the living daylights out of him?

He tried to think of some plan but kept drawing a blank. He just wasn’t smart enough.

…But he could be.

Gwen slowly dragged her feet down the ruined streets. After spending what seemed like eternity trying to catch the awful creature, she was completely exhausted. Gwen had no idea where it was, where Ben and Grandpa Max were, or even where she herself was. Forget trying to understand the Megawatt! All she wanted right now was to find the annoying little battery and wring its tiny neck!

A movement in the corner of her eye and the clanking of metal attracted her attention. Gwen looked through a broken window of what seemed like a home appliance shop. “Ben? What are you doing in there? …Is this a vacuum cleaner?”

Ben, currently in the diminutive shape of frog-like Grey Matter, waved at her and cheerfully said, “Not anymore it isn’t!”

He tweaked a few wires inside the… device and reverted back to human form in a flash of red. Then he grabbed the handle of the former vacuum cleaner with one hand, the hose with the other, and ran out of the shop.

Gwen quickly followed, her exhaustion dissipating at the sweet thought of revenge. “What’s the plan?” she asked. “Are you gonna trap the Megawatt inside that thing?”

Ben grinned, “Almost. You’ll see.”

They had found the horrible creature near the town hall. It was busy grabbing the world’s biggest toothpicks and throwing them like spears at whoever tried to approach. Incidentally, they had found Grandpa Max and the ‘mayor’ there too.

“Grandpa, I know how to deal with the Megawatt,” Ben said quickly, keeping his voice down just in case the creature could actually understand him. “But we gotta lure it closer. I can try to go Stinkfly and get up there, but I don’t think it’s gonna stay in one place long enough for me to recharge.”

Besides, he didn’t want to advertise his powers too much.

Gwen narrowed her eyes, “Lure it closer, huh?”

Then she ran towards the Megawatt.

“Hey, Megaloser!” she yelled. “Why are you hiding so high up? Afraid you’re gonna get your butt kicked? Chicken, chicken, bawk-bawk-bawk!”

The creature made an angry noise and hurled a giant toothpick at her. So it could understand her after all.

Gwen nimbly avoided the missile and stuck her tongue out, “Na-na-na-na-na! Missed me, loser!”

Another toothpick was thrown at her but Gwen ducked under it, letting it sail harmlessly over her head, “Loser, loser, chicken loser! Can’t even get me!” She put her hands under her armpits and flapped her arms, “Bawk-bawk-bawk!”

That was the last straw and with a shriek of rage the Megawatt flew towards her only for Ben to intercept it and activate the not-quite-vacuum-cleaner. Currents of energy flew from the Megawatt into the device, draining its charge in seconds.

The creature swayed in the air and dropped down. It scowled and tried to float back up but it couldn’t lift itself higher than a few inches off the ground.

“Now listen here, you stupid battery!” Ben snapped and threateningly brandished the former vacuum cleaner. “Are you gonna stop making a mess or do I have to stick you back into that rubber ball?”

The Megawatt flinched and lowered itself back to the ground.

“I’m gonna let you stay free,” Ben continued, “but only if you promise to not make any more trouble or it’s back to the rubber ball for you! Understood?”

With visible reluctance, the Megawatt nodded.

“I’m not sure this is a good idea,” the mayor (who was apparently the real deal after all) said, glaring at the sullen Megawatt. “I don’t trust this creature.”

“Well, if it starts causing trouble again, you can just use this thing to stop it,” Gwen reasoned, gesturing at the device Ben made.

The mayor wrinkled his nose, “I’d rather put the Megawatt back inside ‘it’, but I suppose that wouldn’t work for long. No one ever reads the signs.”

Then he grabbed the former vacuum cleaner and walked away, looking just as bored and half-asleep as usual.

“Heard that, battery-thingy?” Ben said, addressing the Megawatt. “Behave. And don’t break the rules!”

The creature stuck its tongue at him. Ben only rolled his eyes and headed towards the Rustbucket.

“Perhaps you should start applying that to yourself,” Grandpa Max said. “Admit it: the Megawatt’s escape was your fault.”

Ben huffed and looked away. “It was an accident, okay? I only touched that rubber ball and the Megawatt stole the charge from my watch. How was I supposed to know this would happen?”

“And it all turned okay in the end,” Gwen added. “No one got hurt and the Megawatt doesn’t have to be stuck in that ball anymore.”

“That doesn’t change the fact that you broke the rules and then lied to me!” Grandpa Max snapped. “Accident or not, I don’t want you to lie and keep secrets from me again. Got it?”

Ben scowled but before he could say anything, Gwen sighed heavily, “You’re right, grandpa. Keeping secrets, especially important secrets, from your family is just so awful. And we’re so sorry we lied to you, when you have always been completely honest with us and told us everything we ever needed to know.”

Ben felt his eyes widen. Did she just…? He looked at Grandpa Max, trying to guess whether he got the hint, but his stony expression remained unchanged.

“I’m glad we’re on the same page,” was the only thing their grandfather said before turning around and heading towards the RV.

Behind his back, Ben and Gwen exchanged incredulous looks then scowled in unison. Even now he was going to pretend that he knew nothing? Fine then. Three could play this game.

Chapter Text

Gwen gasped in delight, “Wow! This hotel has everything!”

“Why are you so excited about this stupid place?” Ben grumbled.

He crossed his arms and sat down on the red carpet of the foyer. Sure, it looked fancy, but it was just a place to sleep, wasn’t it? He’d much rather spend his time looking around New York.

“Two words, doofus: room service. Also known as real food.”

Ben perked up, now much more interested, “Okay, that’s a pretty good reason.”

“There’s also a pool, a spa… not that you’re gonna be interested in those. When was the last time you showered? You smell worse than Stinkfly.”

“Hey! I washed yesterday!”

“Swimming as Ripjaws in a swamp doesn’t count.”

Ben rolled his eyes, “Fine, I’ll swim as Ripjaws in the pool. Happy?”

Gwen slapped her forehead, “Why do I even try?”

“Okay, kids, everything is in order and I have the keys,” Grandpa Max said once he finished his conversation with the receptionist. “Come on, let’s see our room. And remember: we’re only here for one night, so let’s try to make the most of it.”

Ben jumped back to his feet, “Sure! Show us the room service!”

Grandpa Max raised an eyebrow, “Why would we need room service when we have our own food?” He patted his briefcase, “Wanna help me cook? I have some nice, juicy crickets here.”

“He misspoke!” Gwen yelped. “You know the doofus: can’t tell the difference between room service and spa service.” She laughed nervously, “We’re totally full!”

“Yeah! I just… wanted to see what’s interesting in this nice hotel,” Ben added quickly. “I heard… there is a pool in here?”

Grandpa Max frowned, “No turning into Ripjaws to scare people, Ben. Again. I don’t want us to be thrown out of this hotel that I have already paid for because you want to play around with your watch.”

“That was a total accident!” Ben complained. He had just wanted to swim around for a bit. How was he to know that there were people there? It was a swamp!

And why did Grandpa Max always assume the worst?

“Don’t worry, grandpa, I’ll make sure he doesn’t do anything stupid,” Gwen said. “We’ll just look around a little.”

“…Alright. Just don’t wander far from the hotel, okay? New York is a very big city and I don’t want you to get lost.”

They promised to be careful and hurried outside in search for food.

After grabbing some hotdogs, the cousins wandered around the streets until they stumbled across an arcade.

“Finally, something fun!” Ben grinned. He still had some of his allowance left and going back to his grandfather’s culinary horrors was the last thing he wanted.

“Ugh. Arcade, really? If you wanna play video games, we can just go back to the hotel,” Gwen grumbled.

“I didn’t know you liked crickets so much, dweeb.”

Gwen shuddered in disgust, “Oh, right. I almost forgot.” She sighed heavily, “Arcade it is then.”

They entered the building, Ben busy with buying tokens and choosing a game to play and Gwen trailing slowly behind him. She leaned against the wall with her arms crossed, looking at once bored, annoyed, and disapproving.

Ben ignored her and put his tokens into one of the games that seemed interesting. But before he could even begin to play, the screen flashed with a ‘Game Over’ message.

“Hey! I just started!” Ben yelped. “This thing ate my tokens!”

Gwen rolled her eyes, “Read the sign, doofus. It says ‘Play at your own risk’.”

“…Does this mean I’m not getting my tokens back? Man, this place is a rip-off!”

“Serves you right for being an unobservant dork.”

Ben stuck out his tongue and headed towards the exit, “Ugh, let’s just go somewhere else. There’s gotta be something interesting in this city. It’s New York!”

Gwen dragged a hand down her face, “We’re not supposed to go too far away from the hotel, remember?”

Ben carelessly waved her off, “Oh, come on! XLR8 or Stinkfly can get us back in no time.”

Gwen let out a frustrated growl and stomped through the doors onto the street, “Why do I keep agreeing with you? Why do you keep making sense?!”

“That’s ‘cuz I’m awesome and you know it,” Ben snickered, following her outside.

Then he froze. He could see a gang tormenting some boy in a dark alley right behind the arcade. And no one cared to help!

His eyes narrowed in anger. Well then… The times when he could do nothing but watch or get beaten himself had passed. Ben twisted the dial of the Omnitrix and slammed it down.

“What’s the matter, freak?” one of the gang members sneered. “Forgot to charge your batteries?”

Kevin bared his teeth and struggled to break free but the others held him tightly. If only he could touch the wall of the arcade… He could feel the energy rushing inside the electric cables laced through it but still it remained out of his reach.

Their leader flicked his switchblade open and trailed its tip over Kevin’s neck. The pressure wasn’t strong enough to slice his skin open, but the threat was clear. “I told you, freak: this is your last chance. Work for us or I’ll gut you where you stand.”

“Really? You’re gonna murder me right in the middle of the day?” Kevin sneered with more bravado than he truly felt. “Wonder how long it’s gonna take before the cops bust your ass.”

The gang leader laughed, “Who the fuck is gonna care if some freak-ass street rat ends up dead? That’s not murder. It’s called taking out the trash!”

One of the gang members let out a deranged giggle, “Community service. We’re keeping the streets clean from garbage like you.”

Kevin swallowed his fear and gathered what meager drops of electricity still remained in his body. If he could just zap them strongly enough to break free…

“How about you pick on someone your own size?” a deep voice growled and Kevin looked up to see a huge four-armed man with crimson skin and four yellow eyes.

“Oh, look, another freak! Ain’t it early for Halloween?” the gang members jeered but Kevin didn’t believe for a second that this was just a costume.

He could see all four arms move freely as the man pounded his fists together. No way was this fake. Just what kind of a monster was this guy?

And the answer was: very, very strong. He picked up the gang leader by his collar like the guy weighed nothing and threw him down the alley.

The two that had been restraining Kevin let him go and charged at the four-armed man, too stupid to realize that even without taking the additional limbs into account he was still a foot taller and three times bulkier than them. The man simply grabbed them and shoved them into a dumpster like the trash they were.

The last one he threw over his shoulder, sending him to take a nap along with their leader.

“He shoots, he scores!” the man laughed and dusted his hands off. Then he turned to Kevin, “You okay?”

Kevin shivered slightly, shaking off the residual fear, and nodded, “Yeah, I’m– I’m fine. Thanks for the help, I owe you one.”

The man waved him off, “Nah, just doing my job.”

“…Your job is to beat up assholes like these?”

The man laughed, “That too! I’m a hero!”

Kevin awkwardly rubbed the back of his neck, “Uh, never heard of you. Sorry. Then again, I don’t have a TV. Or a radio. Or… anything, really.”

“I’m kiiiinda trying to keep a low profile?” the man shrugged. “Doesn’t really work half the time but whatever. I’m not gonna just stand around and do nothing when somebody needs my help.”

The strange icon on his shoulder started to beep and flash red. The man blanched and turned to leave, “Uh, it was nice to meet you. Gotta bail!”

That was when the gang leader stood up with a snarl and lunged at the man with a knife raised.

“Look out!” Kevin cried.

In a bright flash of red light, the four-armed man disappeared, leaving in his place an ordinary boy who looked even younger than Kevin himself.

“No way…” Kevin whispered.

The cool monster dude was a kid?! A kid with superpowers… Just like him.

The gang leader rubbed his eyes and whipped his head around, “Hey! Where’s that fucking freak?” Then he snarled and grabbed the boy by his shirt, hoisting him up, “You! Where did that four-armed freakshow run off to?”

“I– I don’t know?” the boy stammered.

He didn’t transform back. So did that red light mean that his batteries had run out, just like Kevin’s did? Well then… It was a good thing that one of them could recharge.

Kevin slammed his hand over the wall where he could feel a knot of cables right beneath the plaster and pulled. Energy flowed into his body and he sent the gang leader flying with a bolt of electricity, knocking him unconscious.

The current weakened, cables breaking and melting under his touch, but Kevin kept pulling, storing as much energy within himself as his body could handle. He was distantly aware that he had caused a blackout inside the arcade but he didn’t particularly care. He didn’t want to be caught bare-handed again.

The boy looked at him with wide eyes, “Uh… thanks? How’d you do that?”

Kevin let small arcs of electricity stretch between his fingers, “I’ve got some skills. And… I guess you do too.”

Gwen gave the boy her cousin saved an assessing look. Black sleeveless shirt with torn edges, combat boots, metal bracelets on his wrists… The getup practically screamed ‘delinquent’, not to mention his language. He looked like the exact kind of person her parents would warn her against hanging out with.

It was a good thing then that her parents weren’t there. (And if they had been, this would’ve been the least of her worries.)

“You’re not gonna tell anyone about this, right?” Ben asked apprehensively.

The boy stared at him incredulously, “Dude, you just saved my life! I’d be a total asshole if I sold you out. And besides, you think I wanna end up dissected along with you? I’m not an idiot.”

“Why were these guys after you anyway?” Gwen asked.

The boy scowled, “They wanted my powers. Wanted me to work for them. Then tried to beat the shit out of me when I refused. I trashed their hangout and ran, so now they’re out for blood.” He gave the unconscious gang a wary look, “We should bail out. I don’t wanna be here when they wake up.”

Ben laughed nervously, “Good point. Let’s go.”

“So, what’s your name?” Ben asked as they walked down the streets without a destination in mind.

“Kevin. And you are…?”

“I’m Ben. And that’s my dweeby cousin Gwen,” he introduced.

Kevin tilted his head, “Can you turn into a monster too, Gwen?”

“Ugh. No, thank goodness. Ben alone is gross enough,” she scoffed.

“She’s totally jealous,” Ben whispered loudly. “And I don’t just turn into a monster, I can turn into ten monsters. Uh, aliens.” He raised his left arm, “See this thing? It’s called an Omnitrix. I found it in a space pod and it’s the coolest thing ever!”

Kevin’s expression fell, “Oh. So it’s a tech thing? I– I thought you were like me.”

“What do you mean?” Gwen asked. “Where did you get your power?”

“I think I was born with it, but it appeared when I was about six,” Kevin replied. “I’m like an energy sponge: TVs, lamps, air conditioners… As long as it has electricity, I can absorb it and use it.”

“That sounds totally awesome!” Ben grinned.

Kevin shrugged awkwardly and shoved his hands into his pockets, “It kinda is, but most of the time my powers just get me in trouble.” He laughed mirthlessly, “I mean, you saw those assholes, right? Ever since my folks died, everyone who found out about my powers either wanted to kill me, use me, or fucking dissect me. You’re probably the first people I’ve met who don’t think I’m some kind of a freak that’s better off dead.”

“Man, that’s awful,” Ben muttered. What were you even supposed to say in this situation?

“What about your other relatives?” Gwen asked.

“Hah! What other relatives?! Dad didn’t have any siblings and his parents were dead. Mom–” Kevin scowled, “Well, the less said about that side of the family, the better. They pretty much disowned her just ‘cuz mom wasn’t married when she had me, but they were really quick to snatch up our house and money after she died and kick me into the foster system.”

“…I’m so sorry,” Gwen whispered.

Kevin dragged a hand down his face and gave her an apologetic look, “No, I’m sorry. We’ve only just met, and here I am, dropping all my bullshit on your head. I swear, I’m not usually this depressing.”

Ben clapped his shoulder, “Hey, don’t worry. When you gotta rant, you gotta rant.”

“Thanks…” Kevin shook himself off and added with a forced cheer, “Hey, wanna see my place?”

Kevin led them into the part of the city that was the complete opposite of their fancy hotel. Ben warily kept his hand on the Omnitrix as they walked through the grimy, narrow alleys, passing by the homeless people living there. No one tried to mess with them though, thanks to Kevin glaring down anyone who tried to approach. With his head held high and a scowl firmly fixed on his face, he moved like he owned this place. It was only when they descended into an abandoned subway station that Kevin slumped down and dropped his act.

He smiled wryly at their unspoken questions. “First rule of living on the streets: you gotta act like fucking with you isn’t worth the trouble. Second rule of living on the streets: if it comes down to that, get ready to back it up.” Kevin flexed his fingers slightly, electric sparks dancing between them, “News travel fast and most people have enough common sense to stay away from a freak like me.”

“You’re not a freak, Kevin,” Ben said trying to put all his honesty and conviction into these words. “You’re a cool guy who just got really unlucky.”

Kevin gave him a grateful smile then gestured at the abandoned station that was crisscrossed with metal wires, “Well, here we are. Home, sweet home. Wait here for a sec: I gotta turn off my security system.” He dived into the wires, pushing them away with his bare hands. “One of the reasons I picked this place is ‘cuz it still has electricity. It’s not strong enough to seriously hurt anyone but it still packs one hell of a punch. I don’t usually have guests and I don’t want to get my stuff stolen. What stuff I have anyway. And I sleep better with all this electricity around. It makes me feel safer.”

“But why aren’t you in the foster system?” Gwen wondered.

Kevin shrugged, “The folks who wanna adopt look for someone cuter and less messed up. And it wasn’t like I could just keep living in the group home: my head wasn’t in the right place back then and my powers were all out of whack. I kept zapping everybody and everything. The others thought I did it on purpose, so everyone was either terrified of me or hated me. Then I overheard the so-called caretakers planning to send me away to some research lab. I didn’t want them to cut me up, so I ran away. I’ve been living on the streets ever since.”

“That’s horrible!”

“It’s not that bad. With my powers, I can steal money from ATMs and since I look a bit older than I really am, people usually don’t ask questions if I go to the store to buy something. Honestly, it could’ve been a lot worse.”

Ben really didn’t know what to say to this, so he just waited in silence while Kevin riffled through the wires.

Finally, he disconnected one and waved them over, “Okay, that was the main one. You can come in now.”

The cousins carefully moved around the wires, still unwilling to touch them, and headed towards a sad-looking shelter built out of wooden crates and pieces of tarp.

Kevin sat down on one of the crates and pushed two more towards them, “Come on, don’t stand around.”

Ben perched on his crate and looked around the shelter. It had a rolled-up sleeping bag inside it, several bottles of water, some snack foods, an old backpack stuffed with clothes, and a stack of comic books.

Ben picked one up, “X-Men?”

Kevin smiled, “It kinda speaks to me, you know?”

“Do you think you’re a mutant?” Gwen wondered. It was hardly the craziest explanation for his powers.

“I dunno. Maybe…” Kevin trailed off.

“Maybe what?”

“Well, you see, my dad was technically my step-dad. The other guy… Honestly, the only thing I know about him is that he was some jackass who abandoned my mom while she was pregnant with me. When I got my powers, mom tried to contact him, since we thought that maybe I got those from him, but she couldn’t find any trace of him. Maybe he’s dead. Or left this planet. Good riddance, I say.”

“You think he was an alien?” Ben wondered. He had already seen aliens that could shapeshift, it would make sense if Kevin’s biological father had a similar ability.

“Maybe. Or a mutant. Or some kind of mad science super-soldier. I don’t know and… I don’t think I ever will.” Kevin sighed and shook his head with a rueful smile, “Well, that got kinda heavy! Again. Sorry, I really don’t know when to shut up. So how about you tell me more about this space watch? I bet you did a lot of cool stuff with it!”

“So lemme get this straight: your grandfather has dealt with aliens even before you found this watch but he still refuses to tell you anything?” Kevin tried to clarify after hearing them recount all the weirdness that happened since the first day of their roadtrip.

Ben scowled, “Yeah. What the heck is his deal?!”

“No idea, but it kinda makes me wonder how much our parents know,” Gwen said. “What if our whole family is keeping secrets from us?!”

She yelped when she suddenly felt her phone buzz in her pocket. Gwen quickly pulled it out and stared at the caller ID. Speak of the devil…

“Let me guess… Grandpa?” Ben asked.

She nodded and took the call.

“Gwen, where are you? It’s getting late,” she heard her grandfather say.

She winced, “Sorry! We were at the arcade and then kinda lost track of time. We’ll be back soon.”

“Alright. Just don’t get distracted again: I was starting to worry.”

“Ok, grandpa. Bye.” Gwen hung up and sighed heavily, “We gotta go.”

“But– But– But we have to leave tomorrow!” Ben yelped. “We’ll leave and– and– Can’t we just stay a little longer?!”

Gwen looked away, “We can try but… I don’t think grandpa will agree. Sorry, Kevin.”

He sighed, “It’s alright, I get it. And to be honest, I was planning to leave New York myself. I can’t stay for long in one place without getting the wrong kind of attention. And, well, you saw what happens when I do.”

“Where are you gonna go?”

Kevin shrugged, “Wherever the train I can sneak on goes. I’ll try to leave tomorrow, since it’s actually easier to get in during the day than at night. Nobody expects it. I just gotta follow the crowd.”

“This is so unfair…” Ben muttered. “We’ve only just met and we already gotta leave?”

Gwen snapped her fingers at the sudden idea, “Wait, Kevin, can you get a cell phone? I can give you my number and we’ll be able to at least talk to each other.”

Kevin stared at her with wide eyes, “I… probably can? I didn’t even think about this… But I don’t have enough money on me. I’ll need to steal more.”

“But isn’t it easier to just steal a phone?” Gwen asked, squashing the small inner voice telling her that theft was a crime.

Kevin shook his head, “I don’t wanna cause problems for anyone, so I try not to steal from people. And stealing from stores is usually too much trouble. But stealing from ATMs only hurts banks. They’re already rich, I think they can afford to lose a few bucks.”

He did have a point. Gwen just hated how matter-of-fact he was about it. About being homeless and alone, forced to steal and sleep on the streets…

“You can stay the night in our RV,” Gwen heard herself say, the words tumbling out of her mouth before she could even think about them.

Ben quickly jumped in, “Grandpa probably won’t let you stay in the fancy hotel, but the Rustbucket is still better than this place. No offence.”

Kevin laughed, “None taken! I know it’s lousy.” He smiled softly, “Thank you. You really have no idea how much this means to me.”

Ben shifted uncomfortably, “It’s kinda the least we can do.”

Gwen silently wished they could do more.

Ben watched his new friend quickly and efficiently gather his meager possessions and put on his backpack.

“Ready?” Gwen asked.

After receiving a nod in response, they headed towards the exit.

Ben felt his thoughts swirl in a chaotic jumble, trying to find a way to help Kevin. Maybe they could convince Grandpa Max to give him a lift to the next city? Or maybe even–

His thoughts stuttered to a halt at the sight of four horribly familiar figures entering the station. They were all smirking with even more familiar malice and all were holding guns in their hands.

Something slammed into him and knocked him down, the sound of a gunshot echoing in his ears. His back hit the ground and for a moment he couldn’t breathe. Then he felt something lying on top of him. Something… someone? There was black hair in his face and thin arms wrapped around him.

“…Kevin?”

Ben could feel something warm dripping down his side. He stared down and kept staring at the ever-growing puddle of red.

Kevin was bleeding.

Kevin was bleeding because he was shot.

Kevin was shot because he pushed Ben out of the way.

He could distantly hear Gwen’s voice and the gang jeering and cocking their guns, ready to fire again. He could feel Kevin’s ragged breathing and smell the copper scent of his blood.

His friend was hurt because he saved Ben.

…No. He was hurt because they hurt him.

And they were going to pay.

Gwen saw them fall (down, down, down, into the gaping ravine). She heard the mocking jeers (‘What a pathetic gathering of worthless prey’) and looked up to see a gun pointed in her face.

“Would you look at that! The freak has a girlfriend!” one of the gang members sneered.

“Better put her down too,” another said. “Who knows what kinda disease she caught from that creepy fuck?”

There was a flash of green and rush of wind and XLR8 crushed the gun in a three-fingered hand. He didn’t talk, didn’t show off, just quickly and efficiently disarmed the rest. (And if the gang members cried in pain, their hands crushed along with their guns, Gwen didn’t have an ounce of sympathy for them.)

Ben knocked them out with quick punches and kicks and knelt down next to Kevin. His bladed fingers snipped off his backpack and hovered uncertainly over the wound right beneath his ribs.

It was still bleeding.

Ben carefully gathered their friend into his arms. “Get on my back, Gwen,” he ordered quietly.

She quickly obeyed and clutched his shoulders, his tail giving her just enough support to not slip off. The world blurred, wind whistling in her ears, and Gwen hid her face in his back. She didn’t have the strength to pretend that she wasn’t crying.

She didn’t know where Ben was heading, she could only distantly hear cars, voices, and doors slamming. Then he screeched to a halt and she heard their grandfather’s confused voice asking what happened.

Her numb hands released their deathly grip on Ben’s shoulders and she slid down and knelt on the carpet of their hotel room, her legs incapable of holding her up. “Grandpa, help. Please.”

When the Omnitrix turned him human, Ben’s shirt was soaked through with blood. He took it off with numb hands and scrubbed his skin until it was raw and aching, but he still felt dirty. The copper stench refused to go away and the sound of that gunshot still echoed in his ears.

Ben leaned heavily against the wall, his trembling legs barely keeping him upright, and stared at Kevin’s pale, unmoving form. Grandpa Max had stitched and bandaged his wound, promising it was just a graze that wasn’t as bad as it looked.

It didn’t make Ben feel any better. (How could it when those who hurt innocent people remained unpunished?)

He could distantly hear Gwen arguing with their grandfather but their words kept blurring together into barely comprehensible noise. It was a sound like a rushing river and Ben was trapped beneath its freezing waters, cold and numb.

Then familiar green flickered in the corner of his eye: the Omnitrix had finally recharged.

Somehow it made him feel even colder.

Ben clasped his hand around the dial and pushed himself away from the wall. He stumbled closer to Kevin and knelt at his side.

“…Kevin? Can you tell me where to find that gang?”

Gwen felt dizzy and out of breath after arguing with Grandpa Max for what seemed like hours. First he insisted on calling the hospital which would’ve been a death sentence for Kevin if anyone discovered his powers and people like Thompson got wind of them. Then he claimed she was too attached to someone she had just met (which was fair enough, if not for the fact that she knew more about Kevin than she did about Max himself).

It took her repeatedly emphasizing that Kevin had saved Ben’s life for Grandpa Max to even consider letting him stay.

But eventually she succeeded: unless Kevin’s injury got worse, Grandpa Max promised to treat it himself (trying to antagonize him right now was probably a bad idea, so the questions of how a mere plumber was such a good medic could wait for later). And since they had to leave the next day, Kevin could travel with them until he had fully recovered.

Gwen was just about to tell Ben the good news when she realized that he was nowhere to be found.

Heatblast was a creature of fire and magma. He could create flames but he didn’t feel their heat. He never felt hot and only rarely cold.

Right now, he was freezing.

The hideout under the bridge was burning, the raging flames encircling it fully. There was no exit, no escape… Nowhere for that scum to run. The gang members were still trying to fight back – cornered rats holding knives in bandaged hands – but Ben only flared his flames brighter (they felt burning cold).

The old bridge was breaking apart from the heat, metal pipes falling down from rusted hinges. It was easy for him to pick one up and throw it at the gang, trapping all four of them in the ever-shrinking eye of the storm, surrounded on all sides by the raging inferno.

Ben stared down at them and felt colder than the outer reaches of space. It would be easy, so very easy for him to simply turn around and walk away. Do nothing and leave them to their fate.

They were saying something, begging, pleading, but all Ben could hear was the sound of that gunshot.

All he could feel was freezing cold.

Gwen crossed her arms in irritation, “What’s taking that doofus so long?”

Ben should’ve been back already. How long did it take to beat up a few punks anyway if one was a superpowered alien?

“…Shouldn’t have told him where their hangout is,” she heard Kevin mutter. He still looked a little out-of-it.

Gwen pursed her lips, “If you didn’t, Ben would’ve just turned this entire city upside-down searching for them.”

“Just because Ben is stubborn, doesn’t mean we should enable him,” her grandfather disagreed.

The sound of the front door being opened stopped their argument before it could truly begin.

“Ben! Where have you been?!” Gwen asked.

Her cousin awkwardly rubbed the back of his neck and put down the familiar old backpack. “Sorry. I didn’t want to just leave this stuff, so I went back to the hideout.”

“Thanks,” Kevin whispered. “It’s kinda all I have.”

Ben gave him a pale smile, “You saved my life. It’s the least I could do.”

“You okay? Those guys didn’t hurt you, did they?” Gwen asked.

“I’m fine, don’t worry. And they won’t be causing any more trouble, I promise.”

After a long, annoyed tirade from Grandpa Max and a promise to at least warn them next time, they all went to sleep, knowing that despite the far too eventful day, they had to move out in the morning.

And somewhere in the city a local police department was scratching their collective heads over four terrified and slightly singed gang members they had found on their doorstep almost begging to be taken in.

Chapter Text

The Rustbucket pulled into an unremarkable small town and stopped at a gas station.

“Alright, kids, I need to refuel the Rustbucket,” Grandpa Max said. “And probably wash it,” he added with an amused look at Ben.

Ben whistled innocently, pretending it wasn’t him who finger-painted the dusty RV.

“Can we look around a little?” Gwen asked.

Grandpa Max shrugged, “This is just a pit stop. I’m not even sure what this town is called, so I don’t think there’s anything you kids will find interesting here. But you can go buy some snacks at the store.”

“Can I go too?” Kevin asked. “I’m sick of staying in bed. Just a bit of fresh air?”

Grandpa Max gave him an assessing look. “You do look better… Very well. But don’t get too far away, stick close to Ben and Gwen, sit down immediately if you start feeling lightheaded, and keep drinking water.”

Kevin saluted him with a water bottle, “Yes, sir!”

Grandpa Max smiled, “Then go have fun, you three.”

“Are you really sure you’re alright?” Gwen asked as they exited the RV and walked towards the store.

Kevin rolled his eyes, “I’m not dying, okay? This is just a snack run, not a marathon. Plus, I really need to charge my batteries.”

“I thought you charged right before we left New York,” Ben said.

“I did but I used it all up already. It doesn’t matter how much I stock up. Electricity is kinda like food to me: you can’t just eat enough to last a year. And I need a lot more energy if I’m sick.”

“Grandpa did say that you were healing a bit faster than normal…” Gwen mused. “I guess your powers are helping a little.”

Kevin smiled at her, “See? I’m fine.” He tried to spread his arms but winced and clutched his side with a hiss and a muffled swear, “Almost fine. Uh… will be fine?”

Ben gave him a skeptical look then shrugged, “It’s your funeral, dude.”

“And if we don’t buy any food, it’s gonna be our funeral,” Gwen sighed.

“Your grandpa’s cooking can’t be that bad,” Kevin replied.

The thousand-yard stares Ben and Gwen directed at him made him shiver.

“It’s worse,” they said in unison.

Kevin flexed his fingers, barely stopping himself from grabbing the first electrical appliance he saw and draining it dry. The gnawing emptiness in his stomach demanded energy but still he kept stalling. No matter how careful he was, there was still a high chance he would fry whatever he tried to charge from and he didn’t want to cause any trouble for the manager of the store.

At least, more trouble than Ben had already caused.

He stifled a snicker as Gwen tried to dig herself out of a veritable mountain of cookie boxes Ben had dropped on her (entirely by accident but that didn’t make it any less funny). Ben was apologizing and helping her, but he looked like he was barely holding back laughter too.

Kevin would’ve helped them, but his injured side still limited his movements, so all he could do was stay on the sidelines and offer encouraging commentary.

Judging by the baleful looks both Ben and Gwen were sending him, they didn’t find it encouraging.

He managed to get back in their good graces by taking the blame for the accident when the store manager stormed in. Kevin pretended to have a dizzy spell (which wasn’t far from the truth: blood loss absolutely sucked) and claimed this was his first day out of the hospital. The manager was very understanding and let them off the hook.

After carrying the groceries to the RV, the three of them went skulking around in search of an outlet or a loose wire Kevin could charge from that no one would care if he accidentally fried.

Kevin sniffed the air, his stomach rumbling at the delicious smell of electricity. It had to be somewhere around here! He just had to find it.

He rounded the corner of the store and grinned. Jackpot! The lamp above the backdoor was broken, exposing a few wires.

“Guys, give me a lift!” Kevin called. His fingers were itching to feel the current.

Ben crouched down and locked his hands together. Kevin stepped on them and tried to reach the lamp, swaying unsteadily.

“Careful with your side!” Gwen warned. She pressed her hands to his back, helping him balance.

“Almost… there…” Kevin hissed. His side was starting to ache again but he was too hungry to care. His fingers brushed the wires and delicious energy poured into his body, finally filling his empty batteries.

“What the hell are you doing?!” somebody yelled and with a startled cry their unstable pyramid fell apart.

Kevin blacked out for a second, the impact with the ground and the sharp pain in his side stealing his breath. When he came to, he could feel somebody lift his shirt, exposing the bandages underneath.

“Hey, back off!” he heard Ben yell.

“Shit, he’s bleeding too,” an unknown voice said. “Azul, call 911!”

“…No hospitals,” Kevin managed to whisper.

“You just got electrocuted, you dumb kid!” the same voice snapped. “I’m getting you to a doctor!”

So he could be dissected?! Hell, no!

Kevin flailed and scrambled away from the person, “No hospitals!”

He felt Ben and Gwen’s much more familiar hands on his shoulders. They helped him stand up and Kevin turned around to scowl at the very unhelpfully helpful… all-female biker gang?

The woman with crimson hair and some really sweet piercings placatingly raised her hands. “Listen, kid, I don’t know what your issue is, but you need a doctor.”

“It’s just a scratch and it’s already bandaged, so fuck off!” Kevin snapped.

“And if you didn’t yell at us, Kevin wouldn’t have fallen!” Gwen shouted. “Leave us alone! You’re just making things worse!”

“At least let me call your parents. Electric shock is really dangerous!”

“My parents are dead!”

They were dead, they were dead just because some asshole refused to sober up before driving, and he had to live on the streets and hide from the creeps that would drag him away to some lab and take him apart. His side hurt so much and he was bleeding again and all he wanted was for this woman to shut up!

Energy sparkled on his fingertips and he sent a bolt of electricity into the ground, leaving a scorch mark inches away from her feet, “I said, no hospitals!”

Kevin swayed on his feet, his world getting dark again. The last thing he heard was the beeping of the Omnitrix and Gwen yelling, “Ben, get us out of here!”

Rojo stood in stunned silence, her gaze shifting between the scorch mark on the ground and the place where the three kids had been standing before a flash of green light whisked them away.

“Wh-what just happened? Was that… real?” Azul stuttered. She still had her phone pressed to her ear but she didn’t seem to notice it.

“If you mean that kid shooting lightning from his hands and teleporting away, then I’ve seen it too,” Amarillo replied, her eyes wide in shock. “I’m guessing… he wasn’t electrocuted after all?”

Rojo stared at the broken lamp above the door and tried to think through the static in her head. She had seen the kid grab and hold those wires, the other two helping him reach them. All three of them looked old enough to know that touching electric wires was a bad idea, unless…

Unless what?

She had seen sparks of electricity course over his body but in those seconds before the kid stumbled and fell, it didn’t seem to hurt him. And judging by the lightning bolt he shot at her… Was it possible he had been somehow absorbing that energy? How?! Was– was that kid even human?

Because… that would explain his fear of hospitals. And whatever was wrong with his ribs, they were at least bandaged, so he wasn’t completely without access to medical assistance.

That fall must have reopened his wound, whatever it was, and he wouldn’t have fallen if Rojo hadn’t startled him. Was that girl right? Did her attempt to help really only make everything worse?

“Grandpa, help!” Ben yelled.

Once again his friend was lying unconscious and bleeding in his arms. He rushed inside the RV with all the speed XLR8 granted him and put Kevin on the couch.

“What happened?” Grandpa Max asked, reaching for a med-kit.

“Kevin fell. Really, really badly,” Gwen explained in a shaky voice from her place on Ben’s back. “He fainted and he’s bleeding again. I think he tore his stitches.”

“…I’m fine,” Kevin groaned, blinking awake.

“I will be the judge of that,” Grandpa Max sternly replied. “Ben, Gwen, stop hovering and sit down.”

Ben flopped on the floor, his legs suddenly unable to hold him. He watched his grandfather cut away the bandages, exposing the bleeding wound, and felt freezing cold. The sound of the gunshot still echoed in his ears and his fingers twitched at the memory of blood running over their bladed edges.

Then he wrapped his tail around Gwen, who stayed awkwardly pressed to his back with her arms around his neck, and the world felt slightly warmer.

These kids… How did they manage to find disasters everywhere? And who could’ve known that his medical training would come in handy treating a gunshot wound on an eleven-year-old?

“How good is your control over your powers?” Max asked, carefully wiping away the blood and disinfecting the wound. Thankfully, the stitches were holding.

Kevin hissed in pain but held still. “The worse I feel, the worse it gets.”

And the worse it got, the higher the chance of discovery was.

Max sighed heavily. Sending Kevin to an actual doctor was something he desperately wanted to do (uphold the law and send this homeless child back to foster care) but the truth of the matter was that Kevin would just escape to the streets again. And Max could admit that his fears of being spirited away to some secret lab to be experimented on weren’t entirely unfounded.

More importantly, his wound was healing and healing fast. A visit to a hospital would most likely result in nothing but a new layer of bandages. And what if Kevin’s powers went haywire and caused a blackout? A regular hospital simply wasn’t equipped to deal with anything other than baseline humans. And who knew how different Kevin’s biology really was?

Max finished dressing the wound and tiredly dragged a hand down his face. Sometimes it felt like this roadtrip was forcing him to compromise his principles at every turn.

The alien watch had timed out but Ben didn’t move from his place on the floor and neither did Gwen. The cousins stayed huddled together until Grandpa Max finished treating their friend.

“We should leave, grandpa,” Gwen muttered.

He gave her a rueful smile, “Too much excitement for the day? I agree.”

“Still! Not! Dying!” Kevin hissed.

Grandpa Max looked at him sternly, “And you are staying in bed, mister. No ifs or buts!”

Kevin grumbled something under his breath but reluctantly nodded.

Grandpa Max closed the med kit and walked towards the driver’s seat, “Okay. If there is nothing else you need here, then let’s leave this town.”

He turned on the engine and started to pull away from the parking lot but a powerful laser blowing up a chunk of the road right in front of the RV showed that somebody had a different plan.

Rojo sat on her motorcycle and stared at her helmet as if it was going to reveal all secrets of the universe to her. Though really, she would’ve been fine with having an answer to just one of them.

That kid…

Their encounter felt like a fever dream, the only proof it happened being the water bottle that the kid dropped. She had no idea where he disappeared to or how. She didn’t know if she should try to find him and the other two or if she should just forget this day altogether.

Then a loud explosion echoed across the formerly peaceful town, making her realize that this strange day was far from over.

“…What happened?” Ben groaned.

His back hurt and everything looked weirdly sideways. He squeezed his eyes shut and opened them again, realizing that he was lying on a door.

A door that was pressed to the asphalt.

Gwen was holding Kevin up, his arm wrapped over her shoulders. Grandpa was hanging limply in the driver’s seat, suspended by the seatbelts. The Rustbucket was overturned with the doors down, trapping them all inside, and a laser beam was already cutting through the roof.

“Ben! Driver’s door!” his cousin yelled and yes, she was right, at least one door was still unblocked.

They could get out.

Ben scrambled towards the front of the RV, silently grateful that at least the furniture was bolted down. He shook his grandfather, trying to wake him up, and to his relief Grandpa Max opened his eyes.

“Wha…? Ben?”

“Grandpa! We gotta get out of here!”

“Look out!” Gwen cried and Ben dived down without thinking.

A laser beam shattered the front window, a hair’s breadth above his head. It cut off the edge of the driver’s seat and severed the belts, making Grandpa Max fall down with a muffled cry.

“Another freaking robot?!” Gwen shrieked.

Ben looked through the window and gulped nervously. The evil hunk of junk looked a great deal smaller than the ones he had to deal with that night at the campsite and he didn’t remember the other ones being able to fly, but they looked similar enough that he had to wonder if this new menace had been sent by the same person.

But Ben neither cared nor had enough time to figure it out, not when his watch was still red and the robot was charging its laser once again.

“Let’s see if the damn thing likes electricity!” Kevin growled and sent a bolt of lightning at the robot.

It spun out of control, its laser firing wildly. It destroyed several cars, tore up the asphalt, and ripped a lamppost out of the ground. The robot quickly regained its balance but they still won enough time to scramble out of the Rustbucket through the broken window and hide behind it.

Now they just had to evade the robot until the Omnitrix recharged.

“Kevin, can you zap it again?” Ben hurriedly asked.

His friend shook his head and sagged against Gwen, “No, I’m out of juice. Need to recharge.”

“Can you drain the robot?” Grandpa Max asked.

“Hell if I know.”

“Then better not risk it. Gwen, take him somewhere–”

Another laser beam interrupted their strategizing, forcing them to dive out of the way. Then the robot floated closer and turned towards Ben.

Knowing that he was no match for it as a human, Ben quickly scrambled to his feet and ran.

“No, Ben!” Gwen cried, seeing the robot turn towards her cousin and charge its laser again.

“I’m on it!” Grandpa Max called.

He grabbed a tire from a destroyed car and threw it at the robot, knocking it off balance and distracting it. It turned around and sent a laser beam his way. Grandpa Max threw himself on the ground, barely managing to evade the blast.

“Gotta charge,” Kevin gasped and Gwen quickly shook herself off. She didn’t have the time to panic.

She wrapped her arm tighter around Kevin, careful to avoid his injured side, and stumbled towards the fallen lamppost.

Ben ran down the street as quickly as he could and silently begged the Omnitrix to recharge faster. Then a large explosion ripped a hole in the ground right behind him and knocked him off his feet.

He tried to stand up, painfully aware that any second now the robot would attack again, when somebody yanked him up by the collar of his shirt and threw him across a motorbike.

“Hold on, kid!” an unpleasantly familiar voice yelled and Ben looked up to see the biker woman he met earlier.

“You again?” he asked incredulously but right now he was glad for any help. “Floor it!” Ben yelled and held on for dear life.

The biker weaved between the laser blasts that hit closer and closer but she couldn’t shake the robot off. “How long is this fucking thing gonna follow us?” she snarled.

“Until we get rid of it. Turn around: we gotta get back.”

She did a sharp U-turn and revved the engine of her motorbike. “I hope to hell you have a plan, kid.”

“Why do you keep following us?!” Gwen yelled as one of the bikers they had escaped before was suddenly between them and the delicious scent of electricity.

“Why do you keep finding trouble?” the blue-haired woman asked as if the destroyed parking lot was somehow their fault. Then she nodded at the downed lamppost. “You want that electricity?”

Why was she here asking questions and wasting time when there was a robot trying to kill Ben?!

“So what if I am?!” Kevin snarled. “Get the hell out of my way!”

In response, the woman picked him up like he weighted nothing and carried him towards the lamppost with quick strides.

“I really hope you do have superpowers, kid, and I’m not about to land you in a hospital,” she muttered and put him down.

Kevin didn’t have the time to wonder about her sudden change of heart. Instead he dropped to his knees and buried his fingers into the exposed wires.

Ben laughed in relief when he saw Kevin with hands full of electric wires. That flying junk was about to taste lightning again!

It managed to evade the first bolt of electricity but the second one sent it hurtling into the ground. One of the bikers, the blonde one, tried to run it over but it rose into the air once again.

Then Ben heard the Omnitrix beep its readiness. Now the robot really had no chance to win!

He twisted the dial, searching for Diamondhead (why change what worked before?), and jumped off the motorbike. His body heated/melted/cracked/burned and he landed on the ground as Heatblast.

Ben shrugged and formed a fireball in his hands, “This works too.”

Kevin was starting to get a little dizzy from the sheer amount of energy he was channeling through his body (on a second thought, it could’ve been blood loss making itself known again). His batteries were filled to the brim and he was only using himself as a conduit, sending bolt after bolt of electricity at the robot.

Between his attacks and Ben’s fire, the robot really didn’t stand a chance. Its laser was quickly destroyed and it slammed into the ground.

Then it started to beep.

“It’s gonna blow!” Gwen cried but no one had the chance to run or take cover before the robot exploded.

The shockwave lifted Ben off his feet and threw him at Kevin.

He had only a split second to think how much this was going to hurt before the fire-wreathed alien landed on him. On instinct Kevin tried to pull/shape/redirect even if this was fire and he could only ever control electricity (did he even try? he couldn’t remember). His skin burned but there was no pain, only scorching heat sweeping over his body and covering him in flames.

Kevin didn’t know what was happening but still he tried to scramble away and–

Why was Ben looking at him like this?

No way. No freaking way was his friend somehow even cooler than before!

Ben grabbed Kevin’s right hand and lifted it up, their skin an identical cracked red of magma. “Dude! Look!”

Kevin gasped and stretched out his arms, the left one still human and the right one the same as that of Heatblast. He pulled back his half-burned shirt and slowly traced the uneven line on his chest where human and alien skin met. “I didn’t know I could do this… I guess it’s not just electricity I can absorb, huh?”

“Are you okay like this?” Gwen asked worriedly. “This isn’t hurting you or anything?”

Kevin shook his head. He rubbed his mismatched hands together, human skin and molten magma touching without any harm.

Ben grinned in delight, “This is so cool! We gotta test your powers more!”

“So… this just happened,” Amarillo muttered. She looked a little shaky (they all did).

Rojo took a pack of cigarettes out of her pocket, wishing there was a bar nearby. She usually didn’t drink alcohol (DUI was an all-around bad idea, especially on a motorcycle) but passing out drunk under a table was starting to sound more and more appealing.

She fumbled for a lighter only to discover that she had lost it somewhere. Oh well…

“Hey, kids, can you light me a cig?” Rojo asked.

The three children, only one of them human (maybe), stared at her in silence.

Rojo waved her cigarette, “I lost my lighter and I really need a smoke right now.”

“Uh… okay?”

The boy who looked like human and alien Frankensteined together pressed a finger to the tip of her cigarette and lit it up.

Rojo took a long drag, filling her lungs with smoke, and slowly exhaled, “So, is there an adult somewhere around here responsible for you three?”

“That would be me.”

She turned around and gave the overweight elderly man a long look. “Are you aware that at least two of your grandchildren have superpowers?” she asked as if there was any possible way he somehow didn’t notice the two walking torches.

The man gave her a wry smile, “Yes, they do this sometimes.”

Rojo nodded, “Just thought you should know. Mind explaining what the hell just happened here?”

While Grandpa Max gave the bikers a short summary of events, generously interspersed with lies, Kevin was testing his new powers by melting the pieces of the exploded robot. It seemed like he had the exact same abilities as Heatblast, only weaker. He had also inherited the time limit, reverting to human form soon after Ben did, and no matter how much he tried, he couldn’t transform again.

“We gotta try other aliens!” Ben said excitedly once the Omnitrix recharged. “How about XLR8? Or Stinkfly?”

“Or Upgrade,” Kevin replied. “Just look at the Rustbucket!”

Ben winced at the sorry state of their overturned RV, “Yeah, okay. Good idea.”

He hit the dial and melted into a blob of liquid metal. Then he reshaped into a more humanoid form and offered Kevin his hand.

“No, wait, don’t!” Gwen yelped.

Kevin jerked his hand away, even if his skin was already streaked through with circuitry. “Gwen? What’s wrong?”

“Upgrade can be hurt by electricity and you’re a walking battery!”

Kevin flexed his fingers, “I feel fine but thanks for the warning.” He frowned slightly, “Actually, I feel more than fine. I feel–”

He gasped and lifted his tattered shirt, starting to peel back the scorched bandages. The gunshot wound was gone, the only sign it was ever there being the stitches sticking out of his skin. Kevin carefully pulled them out and the liquid metal rippled, immediately fixing the damage.

“That’s right!” Ben crowed. “Upgrade can fix itself and now you can too! This is the best thing ever!”

“Kids! Experiment later!” Grandpa Max called. “I don’t think it will be long until the authorities arrive. Don’t know about you, but I’d rather not answer any questions about what happened here.”

Ben gave him a cheeky salute and melded with the Rustbucket, “I’m on it, grandpa!”

The repaired RV drove off, the bikers left, but the destroyed parking lot didn’t remain empty for long. Police soon arrived and cordoned off the site, but they didn’t have the time to start the investigation. Several armored vans drove into the formerly mundane small town and armed soldiers piled out.

While they argued with the local authorities for jurisdiction, one of the agents, a blond man with a scar across his face, took out his phone, “Sir. The robot appears to be destroyed.”

“Destroyed?” the person on the other side of the line repeated. “Hmmm… It appears that our specialist has put at once too much work into rebuilding this robot, allowing it to escape our labs, and not enough since it has been destroyed so easily.”

The man sneered at the mere mention of the specialist. In his opinion, this just proved that recruiting him was a bad idea. “After we were lucky enough to get our hands on that wreck before anyone else did, one would think he’d use a little caution.”

“Now, now, Agent Steel, you are being entirely unfair,” his superior chided. “We are working with alien technology here. A few mistakes are to be expected. At least we still have the schematics. We might be able to use them later.”

In Steel’s private opinion, using alien tech in the first place was just asking for trouble, even if he did understand the necessity. The specialist, on the other hand…

“Sir, what is the specialist working on now?”

Steel wasn’t sure he wanted to know the answer, but he supposed knowing in advance what kind of damage control he might need to run would at least allow him to make some preparations. He didn’t want to end up blindsided by another lab escapee.

“Oh, nothing much. I gave him Project Charybdis.”

Steel raised an eyebrow. Charybdis? Those long-dead cybernetic monsters? …Well, he supposed it was as harmless as one could get in their line of work.

“But back to the matters at hand,” his superior continued. “Have you found any traces of that crystal alien here, Agent Steel?”

“Not yet but we have only just arrived.”

“Keep me posted then. This creature helped Dr. Animo, if I remember what Mr. Thompson told us correctly.”

Steel tried not to roll his eyes at the mere mention of Thompson. That man was far too unstable. “Sir, are we really going to ally with him? He has only reached out to us because his own superiors demoted and suspended him after that fiasco in Washington.”

“Desperate people are easy to manipulate, agent, I thought you knew that.”

“They are also prone to doing stupid things,” Steel pointed out.

His superior only laughed, “Don’t worry, agent, I don’t intend to put him in a command position. We only need the information he has on Dr. Animo and that creature. And after that… Well. I’m sure we’ll find a way to use him.”

Steel didn’t exactly agree but he had to concede the point. They were aware of Dr. Animo and his research already – it was how they knew to contact Thompson in the first place – but the abilities displayed by the scientist in Washington had been far above anything they could’ve hoped for. He could be a great asset to their organization.

“Very well. I will contact Thompson again.”

“Excellent. And while you are busy with that, agent, I want our analysts to calculate the next probable location of the crystal creature based on its previous sightings. If we want to capture it, we must be several steps ahead, not fruitlessly chasing after it.”

Max had to reluctantly admit that Ben was getting good at using the Omnitrix. He had dealt with the robot quickly and efficiently and the Rustbucket was running smoothly after his repairs. Max still didn’t like it – Ben was just a child: rash, immature, and trouble-prone – but if these things kept happening, it was better if Ben could at least protect himself. (At least until Max found a way to remove the Omnitrix. He hoped there would be something at Rushmore that could help.)

But now he had another problem. A homeless, superpowered problem that his grandchildren grew attached to far too quickly for his liking. Max had only agreed to let Kevin stay with them until his injury healed… and now it had.

He could leave now. It would be better if he did leave. Except…

Kevin wasn’t a bad kid, for all that trouble seemed to follow him. He took a bullet for Ben, someone he had just met. And Max had done a lot of things in his life, some he wasn’t exactly proud of, but he couldn’t in good conscience throw an orphaned child back on the streets.

He’d have to think of something more permanent later, but for now, there was more than enough space in the RV and an entire summer ahead of them.

Chapter Text

“…Yeah, mom, New York was really cool. We stayed in this totally fancy hotel: it had a pool and everything. Uh-huh… I dunno where next: grandpa is the driver. Uh-huh. Yeah, sure. Okay, mom, bye!” Gwen disconnected the call and hid her phone. Then she yelled, “How long are you two gonna keep splashing around?”

“We’re training!” Ripjaws protested as he swam around Kevin in circles.

“Is that what you call it now?” Gwen asked flatly. Then she shrugged, “Oh well. Not my problem if you time out right there.”

“She’s so jealous,” Ben whispered.

Kevin shrugged with a smile that held more teeth than any shark, “Can’t say I blame her.” He raised one hand and spread his webbed fingers, looking contemplatively at the bluish scales covering his skin, “This feels so weird but so right. Like this was the way my powers were supposed to work all along.”

Ben mentally added another mark to the tally of ‘is Kevin an alien’.

But loathe as he was to admit it, Gwen was right. After transforming so many times, Ben could fairly accurately tell when he was close to timing out and right now he had maybe a minute left.

Well, he just had to make the most of it.

Ben dived down, his legs fusing into a tail, and swam towards the pier. Kevin followed after him, though his movements were much more human. He still couldn’t manage to fully transform into an alien (perhaps he couldn’t at all), only capable of using some of their traits. It was still incredibly cool, even if his partial transformations tended to look even creepier than Ben’s did (he didn’t have nightmares about Kevin’s fleshy-looking version of Four Arms only because he had plenty of other things to disturb his dreams).

The Omnitrix started flashing red and Ben quickly dove out of the water and grabbed the ladder leading up to the pier. And not a moment too soon because just a few seconds later he was back to human form with his clothes thankfully dry. He climbed up the ladder and waited for Kevin to get on the pier too.

When he did, Kevin looked human too but unlike Ben, he was dripping wet and only wearing swim trunks. Gwen handed him a towel and their maybe-alien friend quickly wrapped himself in it.

“So, that was a success,” Kevin said. “Too bad I can’t transform on my own.”

Ben shrugged, “Dude, I have no idea how your powers work. Maybe you can?”

“Or maybe I need to absorb the Omnitrix itself?” Kevin wondered with a contemplative look at the alien watch.

“Uh… bad idea,” Ben replied, reflexively covering the device with his hand.

“Why not?” Gwen asked. “The Megawatt took your charge. I bet Kevin could do it too.”

“And did you forget about– Oh, right.”

“What?”

“Remember when we got separated?” Ben asked. “The Megawatt tried to steal my charge again, but the Omnitrix blasted it away with some sort of energy that it couldn’t absorb.”

“So, I guess that’s a ‘no’ on the Omnitrix,” Kevin summed up. “I don’t wanna get blasted.”

“Sorry.”

“Eh, it’s okay. This is still pretty cool.”

“You know, I’m kinda surprised grandpa let us train,” Ben mused.

“And not just let you: he suggested it himself,” Gwen added.

“And he let me stay,” Kevin said. “He even bought some new stuff for me.”

The three children looked contemplatively at the gas station where Max was refueling the RV.

“Maybe we did get through to him after all?” Ben wondered.

Gwen shrugged, “I dunno. He’s still not telling us anything, even though we keep stumbling onto all these secrets. Like all that weird tech Upgrade found inside the Rustbucket when you were fixing it.”

“You could just ask him, you know,” Kevin said. “I mean, you’ve been waiting and dropping hints, but that doesn’t seem to work. So why not just ask him directly?”

Ben nervously rubbed the side of his watch, not quite touching the dial, “Uh… I don’t think that’s a good idea. I don’t want him to change his mind and kick you out if we get on his nerves too much.”

“He’s not gonna do that! Grandpa isn’t that kind of a person!” Gwen protested. “…Is he?”

Ben hoped he was wrong. He hoped it was just the paranoia speaking. He hoped Grandpa Max could still be trusted. But at the same time…

“We don’t know anything about him. Not really.”

If it was just him and Gwen, Ben might’ve risked an open confrontation, but Kevin being there raised the stakes too high.

“So do we just… stay silent and wait?” Gwen asked.

Ben sighed, “Small steps, I guess. Let’s just try not to tick him off.”

“Did you have a good swim, kids?” Grandpa Max asked once they were back in the RV and on the road again.

“Yeah, it was pretty great,” Kevin replied as he riffled through his backpack for clothes, the fluffy towel still wrapped around his shoulders. “My home town didn’t have any rivers or lakes nearby, but every summer mom and dad brought me to the beach. For me, water has always been fun.”

“Where are you from anyway?” Gwen asked. “You said that you often moved cities but you never mentioned your home town.”

“Oh, I didn’t tell you? I’m from Fawcett. It’s this tiny little town in the middle of nowhere where nothing interesting ever happens. I think I was the strangest thing in that place.”

Ben snorted, “Dude. You’ve just described Bellwood, also known as the most boring place on Earth.” He raised a hand, “Small town bros?”

Kevin grinned and fistbumped him, “Small town bros.”

“Now, Ben, Bellwood isn’t that bad,” Grandpa Max said. “It’s a great little town. I’ve been there my entire life.”

…Sure he did. Just like he didn’t know anything about aliens. Why did Grandpa Max keep making it harder to trust him?

Ben scoffed, “That’s just it! Everybody stays in Bellwood their entire lives!” Unless, of course, they were Grandpa Max, the alien Plumber (whatever that meant). “This is my first time out of that town and I feel– I feel–”

He choked up, unable to find the right words to describe it.

He felt like he was soaring into the sky. He felt like he could finally breathe. He felt alive. Like his life had meaning.

Like he mattered.

Max sighed heavily. He supposed it was too much to hope that Ben didn’t inherit his wanderlust. That he didn’t look at the sky and wish to reach the stars beyond.

Especially not with that watch on his arm.

“And I’m so glad I found the Omnitrix!” Ben continued. “Can you imagine if I didn’t?”

“Again with the superpowers…” Gwen muttered.

Max supposed he couldn’t blame Ben too much for being so obsessed with the watch (he was just an excitable boy with no impulse control), but he still wished that someone else had found it first. Someone level-headed, mature, who knew what they were doing…

“Whoa. That’s really creepy to think about,” Kevin shuddered. “It would’ve still fallen from the sky even if you weren’t there, right? What if some criminal found it? Like that gang from New York? Or whoever sent that robot?”

Max swallowed back a curse and hit the brakes. Knocked off their feet by the sudden stop, the kids fell on the floor and yelled at him, now thoroughly distracted. Max quickly apologized and fibbed something about a cat that was crossing the road. When he pressed gas again, his hands were trembling on the wheel.

He had spent so much time thinking how much better it would’ve been if someone other than Ben had the Omnitrix, he didn’t consider the very real possibility of it being so much worse.

Gwen stared out the window as Grandpa Max drove them through some small town when a billboard attracted her attention.

“Zombozo’s travelling circus of laughs?” she read aloud. “Cool!”

“I haven’t been to a circus since I was a boy,” Grandpa Max said. “Do you kids want to visit? It sounds like fun.”

“Yes, please!” Gwen chirped. “I love the circus!”

“Well, I don’t,” Ben grumbled, still in a bad mood.

Gwen raised an eyebrow, “What? Is a circus too childish for the oh-so-heroic Ben Tennyson?”

“None of your business, dweeb.”

“What’s the matter with you? Are you scared of clowns or something?”

“I said it’s none of your business!” Ben snapped. “You wanna go? Fine. Just don’t drag me into the this.”

“Why is this such a big deal?” Kevin asked.

“It’s not a big deal,” Ben muttered. “I just don’t like circuses, that’s all.”

“Well, I’m not a big fan of them either,” Kevin admitted. “I like zoos better.”

Ben perked up, “Then you can stay here with me! We can play videogames or train with your powers a bit more.”

“Oh, right, how could I forget?” Gwen hissed. “It’s all about superpowers with you!”

Ben stuck his tongue out, “And you’re just jealous, you stupid dweeb!”

“Enough!” Grandpa Max barked, making them both freeze. “Gwen, you can go to the circus with me if you want. Ben, Kevin, you can stay in the Rustbucket. But I don’t want to hear any more arguing, understood?!”

“…Yes, grandpa.”

“Sorry, grandpa.”

Gwen nervously twisted her hands as she dragged her feet towards the circus. Why did she have to start arguing over something so stupid? Just because Ben was an annoying doofus who thought he was so much better than her just because he had superpowers, didn’t mean that he was wrong about grandpa.

And just because Kevin kept taking his side even when she tried to be nice (Gwen didn’t even like the circus all that much, but she thought he’d find it fun, especially after the rough last days), didn’t mean he deserved to be thrown back on the streets.

Gwen was startled out of her guilty thoughts by a hand on her shoulder.

“Come on, kiddo,” Grandpa Max smiled. “We’re here to have fun.”

She tried to hide her fear and smile back, “Okay, grandpa.”

Ben sighed in relief when his cousin and grandfather left. “That was close,” he muttered under his breath. Then he turned to Kevin and asked with somewhat sincere cheer, “So! Training or videogames? Or both at the same time?”

“How would that even work?”

“Well, we could both turn into Upgrade and meld with the laptop. This way we could go inside the game!”

Kevin stared at him blankly, “Dude. I have literal superpowers and that still sounds totally unrealistic.”

Ben snickered, “I know, I’m just messing with you. Games are actually really boring from the inside: they’re just strings of code. But anyway! Which alien do you want to use?”

Kevin had already tried every alien in his repertoire with variable success, but his control over them was still shaky.

“How about XLR8? I still have no idea how to walk on those feet.”

“That’s ‘cuz you don’t,” Ben explained. “They’re like heelies: you just sort of… roll around. And having a tail helps a lot with the balance.”

Kevin scowled at him, “Yeah, well, I don’t want to lose my pants because unlike some people, I can’t transform my clothes. How the hell do you even do this?”

Ben shrugged, “I dunno. But I’m sure glad the watch does that. Can you imagine if I had to, like, get new clothes or undress every time I transformed? That would’ve been super– annoying!”

Kevin, who had to do exactly that, scowled even more.

Ben snickered and dialed XLR8, “Come on, take your shoes off and let the fun begin!”

“Step up and see!” the circus announcer yelled above the crowd. “The freak of nature whose strength knows no bounds: Thumbskull!”

The guy was huge and looked fairly strong though Gwen snickered a little at the name. But she had to admit, the huge nail glued to his forehead was a nice touch. Props to his make-up artist.

The man took a metal bar and bent it with little effort. Gwen had to wonder what it was made off. Probably something soft, like tin. Or some kind of plastic that only looked like metal.

He threw the bent bar in the air and something snatched it up. An orange… whip? Hair? Tentacle? Whatever it was, five of those things were attached to the head of an otherwise-normal woman.

“And presenting Frightwig!” the announcer continued. “When this beauty lets down her hair, there’s no telling what could happen!”

The woman used two of her head-tentacles to twist the metal bar into a pretzel.

Gwen squinted at her suspiciously. Okay, that didn’t look like the usual sleight-of-hand tricks one could find at fairs. It looked… real.

The woman put the twisted chunk of metal on an anvil and the announcer called, “And last but not least is the freak whose unique skill is as vile as his attitude: Acid Breath!”

A tall, lanky man, who was wearing a muzzle of all things, stepped on the podium. He took off the muzzle, revealing the nastiest, grossest dentist’s nightmare of a mouth imaginable. He breathed out a cloud of greenish gas and both the metal bar and the anvil it was lying upon melted in seconds.

The crowd broke into applause but Gwen only narrowed her eyes further. There was no way this guy could’ve pulled off a trick like this unless he had superpowers!

So what was their deal? Were those two (three? was the nail on Thumbskull’s head real after all?) aliens or mutants or, like the announcer said, freaks of nature? Gwen didn’t know and she wouldn’t know unless she investigated this.

She opened her mouth to say as such but froze. Grandpa Max would surely refuse to listen to her and pretend nothing was out of the ordinary. If only Ben was here…

Gwen scowled. No. She didn’t need her stupid cousin and his stupid watch! She could investigate this herself.

After all, what was the worst that could happen?

“You sure love this lamppost, huh?” Ben drawled.

Kevin opened the deathly grip of one three-fingered hand long enough to flip off his extremely annoying friend. Then he clutched the lamppost again.

“You know, XLR8 isn’t very good at this ‘standing still’ thing that you’re trying to do,” Ben said. He slowly circled around Kevin (well, slow was a relative word for a super-fast reptile), more skating than walking, his every movement smooth and graceful.

Kevin tried very hard to not feel jealous, even though his own wheeled feet kept attempting to make him faceplant into the ground.

Ben scratched the back of his elongated head. “Yeah, I don’t think this is working. Have you ever tried roller skates before? It should be similar to that.”

“No, it fucking isn’t!” Kevin hissed.

“Then I dunno what to tell you, dude… Hey, maybe you need to get some speed first? Grab my tail: I’ll give you a boost!”

Kevin gave him an apprehensive look. This had ‘bad idea’ written all over it.

While Grandpa Max was buying tickets to the main act, Gwen ran off, ostensibly searching for a bathroom, but in truth she was looking for the trio of probably-superpowered performers.

She checked the tents one by one and eventually succeeded in finding them. Gwen carefully peeked in but she didn’t get the chance to spy on the trio.

Gwen yelped and stumbled back as the door opened but Frightwig quickly grabbed her hand with one of her tentacles and pulled her upright.

“You okay there, kid?” she asked.

Gwen swallowed nervously (up close she could clearly see how much those things weren’t regular hair) and blurted out, “I really liked your performance! All of you. It was totally cool and my stupid cousin is so gonna regret not coming here with grandpa and I when I tell him about it! How do you even do all these cool tricks? Because I’d really love to learn!”

“I learned my tricks from my Ma,” Acid Breath said. “Can’t tell you more: trade secrets and all.”

“Awwww, but why not?” Gwen whined. “I wanna know how to spit acid too! It’s like a superpower!” Then she gasped loudly, channeling Ben at his most obnoxious, “Are you, like, mutants or superheroes in disguise? Tell me, tell me, tell me!”

That caused a reaction. A very small one (slightly widened eyes, stiffer shoulders) that Gwen wouldn’t have noticed if she wasn’t looking for it but she did. Point one for Sherlock Gwen.

“You sure have a lot of imagination, kid,” Thumbskull said.

Frightwig winked, “But we’ll take it as a compliment of our skills. Now run along: you don’t want to make your grandpa worry, right?”

Gwen hid her annoyance and nodded. She waved at the trio with a cheerful smile and left but the moment her back was to them, she scowled.

All those secrets surrounding her were starting to really get on her nerves.

“Great, another one,” Summer muttered. She tugged on her rightmost tentacle in irritation. “Everywhere we go, there is always someone who doesn’t buy the ‘parlor tricks’ explanation.”

Jeff shrugged, “Come on, Summer, she’s just a kid. Who’s she gonna tell? Who’s gonna believe her for that matter?”

Bradley crossed his arms and looked away, “It still makes me uneasy. You’ve all heard the rumors, right?”

“That men in black have been snatching up people like us?” Summer clarified. “Who hasn’t heard them? But I haven’t seen any solid proof yet. Calm your paranoia, Brad.”

“Well, we aren’t exactly subtle, you know,” Bradley hissed, a plume of corrosive gas escaping his lips.

“We’re the forest hiding behind the trees,” Jeff replied. “Circus freaks are supposed to be weird. And besides, you know how Richie is: after he’s through with them, no one will remember anything suspicious.”

Hidden in the shadows, Gwen listened to the circus performers talk and felt like a total jerk. After Ben’s encounter with Thompson and with what Kevin told them, it was hard to blame those three for hiding their powers.

What even gave her the right to nose around? It wasn’t like they were doing anything bad or illegal. They were just trying to make a living. They didn’t need her digging into their secrets.

Neither did Ben. Neither did grandpa…

Gwen shook herself off. No, this wasn’t the same. Grandpa knew something about aliens and he kept it hidden even though it concerned them directly. They were family and he lied to them.

Kevin was regretting every decision he had ever made in his life that brought him to this point.

Good news: balancing on those feet was much easier when someone else was dragging him along. Bad news: Ben kept making sharp turns and swinging his tail around. The twisting, head-spinningly fast rush across the city felt like it took a small eternity. Whether it was Kevin’s own borrowed super-speed making itself known or just plain old fear, he was fairly sure he didn’t want a repeat.

Finally, after what felt like hours rather than minutes, Ben screeched to a halt. Kevin nearly slammed into his back at the sudden stop, but the tail he had a tight grip on swung around and landed him neatly into Ben’s arms.

“Dude, what the hell?!” Kevin yelped.

Ben crouched down and pressed one hand over his mouth, “Shh! Look!”

There were armored military-type trucks and black SUVs driving down the road. Just looking at their tinted windows made Kevin uneasy.

“Don’t tell me it’s Thompson again…” Ben muttered.

Kevin grabbed his wrist and pulled his hand down enough to whisper, “Don’t do anything dumb: you’re gonna time out soon. Just get us back to the Rustbucket.”

Ben nodded stiffly and rushed off.

Unfortunately, the Omnitrix timed out before they could reach the RV, forcing them to walk the rest of the way.

“Dammit, I should’ve taken my boots with me,” Kevin groaned. His bare feet were starting to ache from the rough asphalt.

“Live and learn,” Ben muttered distractedly. “Why is that guy even here? How did he find us?”

“You sure he did? How do you even know it’s him?”

“Well, why else would some military team be in this nowhere town?” Ben shot back. “And on the same day we’re here too. We gotta grab Gwen and Grandpa Max and bail outta here!”

Kevin sighed, “Chill out, will you? Even if those guys are really after you, they still don’t know your identity.”

Ben raised the Omnitrix, “Except for this. The dial stays on all my aliens!”

“But they still wouldn’t expect someone your age, right? And with the circus in town, there’s so many people around, we’ll just get lost in the crowd. So chill. You’re just freaking yourself out with these guessing games.”

This Zombozo guy was pretty good at his shtick but for the life of her Gwen couldn’t understand why. It was just a regular circus act and the guy himself looked more creepy than funny, but for some reason she just couldn’t stop laughing and she hated it.

Gwen clapped one hand over her mouth, trying to stop her laughter. When that didn’t help, she closed her eyes and bit her palm. The pain cleared her head a little and Gwen focused all her willpower on not laughing.

It seemed to work and Gwen dared to open her eyes a little. They burned in a strange way, but she didn’t fall into the odd laughing fit again. Gwen glared at the clown. She was now pretty sure he wasn’t a regular human either. Could he control emotions or something? Laughter itched in her throat, but Gwen stifled it and focused on pure anger instead. How dare that guy try to control her! That lousy clown couldn’t even make people laugh without superpowers!

Gwen was so absorbed in her anger, she had almost missed the moment the clown had finished his act and the ringmaster – an extremely short blond man with a weird haircut and huge sunglasses – took the stage.

He took off his sunglasses and his eyes glowed. The faint golden light washed over the crowd, making them fall silent. It felt like sunlight on a warm summer day and Gwen found herself relaxing against her will.

“I wanted to thank you all for being here today,” the ringmaster said. “I hope your visit was fun and not memorable in the slightest. There was nothing strange or unusual, just a regular circus act.”

Gwen found herself nodding along. Yes, there was nothing strange here. Just a normal–

Her rage flared brighter. Another jerk was trying to control her?! So that was what Thumbskull meant: this guy was a hypnotist! And now he was trying to make everyone believe that this was a completely normal circus and not one full of super-powered performers.

Well, just because she understood the reasoning behind it, didn’t mean she was going to let him steal her memories! Gwen dug her teeth deeper into her hand and squeezed her eyes shut, unaware that behind her closed eyelids they were glowing magenta.

“Oh, great! Grandpa and Gwen took both phones!” Ben grumbled when they finally reached the RV.

“So, do we wait here or do we go get them ourselves?” Kevin asked.

Ben scowled at the thought of going to the circus of all places, making Kevin backtrack.

“I can go alone if you don’t want to. It’s probably safer if you stay here anyway.”

Ben sighed, “No, it’s fine. This is more important. We need to get out of this town and fast. Last time, Thompson blocked the roads and every car was searched. I had to escape through the sewers with Animo.”

Kevin nodded in understanding, “Okay, but just to be on the safe side… Do you have a hoodie or some shirt with long sleeves to cover the watch?”

Gwen kept her eyes shut until the eerie silence cut through only by the ringmaster’s voice was replaced by the cheers of the crowd.

“This was a great performance, don’t you agree, Gwen?” she heard Grandpa Max ask, signaling that it was finally safe to open her eyes.

She laughed awkwardly. “Yeah, it was great! Really fun! Ben and Kevin are gonna be totally jealous when I tell them about it.”

“Do you want to go back or see what else is interesting here?” Grandpa Max asked as they were exiting the tent.

Gwen didn’t get the chance to answer before someone grabbed her hand and pulled her aside, away from the crowd. “Hey! What– Ben?!”

That was indeed her cousin, wearing a black hoodie that really didn’t seem like his style.

Gwen blinked, “Is this Kevin’s…?”

“We had to hide the watch,” Kevin said. He was tense and looking warily around.

“Did you two change your minds?” Grandpa Max asked with a smile. “This place is really fun.”

“We need to get out of this town!” Ben hissed. “Thompson is here!”

Their grandfather’s expression quickly grew serious. “Are you sure?”

“I haven’t seen the guy himself,” Ben admitted. “But there were SUVs and military trucks driving through the town.”

Grandpa Max frowned, “It could be a coincidence, but you are right. It could be him, out for revenge. We better not risk it. Sorry, Gwen, but we should leave.”

Gwen shook her head and gasped, “I need to go, be back in a minute!”

She had to warn the circus workers.

Gwen rushed through the crowd and bolted into the familiar tent, startling the resting performers. “You need to get out of here, now!”

“Isn’t that the same girl?” she heard Acid Breath mutter.

“Are you alright, kid? Who scared you?” Thumbskull asked.

Gwen growled. “Listen! I know you’re not just regular humans. I know you have superpowers.” Frightwig opened her mouth to say something but Gwen only glared at her, “Don’t lie to me! I’m trying to warn you! There are some government creeps around here, and even if they’re not after you, you should still get outta here.”

“And we should drop everything and leave on a word from a mere child?” the ringmaster asked from behind her, his voice full of skepticism.

Gwen whirled around and shook her fist at him, “Don’t you dare try to hypnotize me again, you jerk! I’m telling the truth!”

He still looked unconvinced.

“Fine then!” Gwen snapped. “But don’t blame me if you get dragged off into some super-secret lab to be experimented on!”

“Let the adults deal with it,” the ringmaster said and dismissively waved his hand. “Now off you go, little girl.”

Gwen glared at him, “Don’t say I didn’t warn you!”

The Rustbucket had to take the side roads to avoid several military trucks, but they managed to get out of the town in time. Now camped in the woods miles away, everyone could finally breathe easier.

While Grandpa Max was setting up tents for the night, Ben, Gwen, and Kevin slipped away under the pretense of gathering wood for the campfire. Gwen took that time to recount the events of the day.

“People with powers…” Kevin whispered. “I wish I had the time to talk to them.”

“It’s too bad that you weren’t there,” Gwen agreed. “But then we wouldn’t have known about Thompson.” She bit into her bottom lip, “Though I’m still kinda worried about them. I’m not sure they believed me.”

She felt like she should’ve tried harder to convince the circus performers.

“Well, it’s not like Thompson is after them,” Ben shrugged. He raised his left arm, “But I can go talk to them if you want.”

Gwen immediately shook her head, “I don’t want you to get shot! Again!”

The last thing she wanted was for Ben to run into the crazy secret agent all alone.

Ben frowned, “You sure?”

Gwen bit into her lip again. The nagging worry refused to leave, but she couldn’t send Ben into the viper’s nest either.

“Okay, that’s it. I’m going,” Ben proclaimed and activated the Omnitrix.

Before Gwen could protest, he transformed into XLR8 and rushed away.

Gwen and Kevin waited in tense silence for him to return. It felt like enough time had passed for the Omnitrix to run out of energy and recharge again, when Ben came back.

“Well? Did you warn them?” Kevin asked.

Ben shook his head, “Couldn’t find them. It looked like the whole circus packed and moved away.”

Gwen slowly exhaled. This meant they believed her. “Thanks.”

Ben waved her off, transforming back to human form, “No big deal.”

“No, really, thank you. And… listen. I’m– I’m sorry for yelling at you for something that really wasn’t by business, especially when we’re trying not to make grandpa angry.”

Ben jerked his shoulder in a half-shrug. “It’s fine. It’s not even a big secret or anything. No aliens involved. I really shouldn’t have made that big of a deal out of it. If you really wanna know, I went to a circus a few years ago but I got lost there and it took my parents a really long time to find me. And then they yelled at me, like I did it on purpose or something. Since then, I don’t really like circuses.”

“They were probably just worried about you,” Kevin said. “I still remember how much my folks yelled at me after I tried to stick my fingers into an electric socket for the first time.” He smiled slightly, “Of course, pretty soon it became ‘please, use the sockets to charge, we just bought that TV after you blew up the old one’.”

They spent the next few minutes in silence, actually working on their self-assigned task, before Ben said, “Uh, Gwen? I’m sorry too. I shouldn’t have made fun of you so much for being jealous.”

“I’m not jealous of you!” Gwen snapped. “…Well, maybe a little. It’s just… you both have these amazing powers and I’m just a regular old me. Totally useless…”

“Whoa, Gwen! You aren’t useless!” Ben hurried to protest. “You fought those freaky shapeshifting aliens and you figured out what the deal was with Shaw and if you didn’t help me trap Tetrax, he would’ve cut off my hand!”

“And it’s not like having superpowers saved me from being shot by some asshole with a gun,” Kevin added. “If there’s someone who’s been mostly useless, it’s me.”

“No one is useless here!” Ben snapped. “We’re a team! An awesome team! The coolest team ever! Now give me a high-five!”

Gwen laughed and high-fived the boys, her worries and insecurities dissipating like mist under the sun. But in the dark of the night, she still wished she could do something more. Be something more.

Her dreams were full of magenta light.

Chapter Text

Who would’ve thought that museums could be fun? Ben checked out the collection of cool-looking masks, his hands itching to take one and try it on, but no matter what his grandfather said, Ben did have some self-control.

Hearing the tour guide’s voice, Ben hurried to catch up with the rest of the group.

“And here behind the bulletproof glass is the recently discovered and only known existing copy of the Archamada Book of Spells, which contains ancient witchcraft and rituals,” the guide said.

Ben quietly elbowed his cousin who was almost glued to the glass and whispered, “Do you think they’re actually, you know, real?”

Gwen blinked and shook her head, looking oddly like Ben just woke her up, “Uh… Who knows? I mean, we haven’t seen actual magic yet, but…”

“Yeah, with our lives? I’m not discounting anything,” Kevin agreed.

Gwen stared at the book again and for a moment her eyes glistened pink. Then she blinked and the effect faded.

“Is this it? Is this the book?!” an excited voice asked.

Ben turned around and blinked at the sight of a teenage girl dressed in pink and violet. What was wrong with her eyes? They were purple. And her hair was white! Was she an albino?

“Yes, this is the Archamada Book of Spells,” the serious-looking man, who was wearing a far too formal suit for a simple museum visit, said. “And Hope, please: indoor voice.”

The girl, Hope, laughed awkwardly and scratched the back of her head, “Sorry, Uncle He– Henry. I’m just so excited!” She skipped closer to the glass case and stared at the book inside it, “It looks so amazing…”

Her expression slackened, making her look slightly dazed, before she blinked and the effect faded.

Ben narrowed his eyes in suspicion. Something here wasn’t right.

The man, Henry, touched her shoulder. “I know you like books, Hope, but we really shouldn’t waste too much time. We still need to speak to the owner of this museum.”

“…Right. Sorry, Uncle Henry. Let’s go.”

Hope turned around and accidentally bumped into Gwen. Something like a pink spark jumped between them and they both yelped.

“Hey, what gives?” Gwen snapped, coming out of her daze too.

“Sorry! Static shock!” Hope laughed nervously and pulled on the sleeve of her coat. “These clothes collect charge like crazy! Sorry!”

“Indoor voice, Hope,” her uncle sighed and wrapped one arm around her shoulders. “And please, stop bothering these children.”

He pulled Hope away from them and steered her down the hall, while she yelled a few more apologies.

Ben blankly watched them leave. “…Well, that was weird.”

“Weirder than you think,” Kevin said. “Because that spark? It didn’t smell like static electricity. Or any kind of energy I’ve ever felt before.”

“Uncle Hex! That girl…! She caused a spark!” Charmcaster hissed.

“I know. I have seen it.”

“We have to–”

Hex squeezed her shoulders tighter and hastened his steps, “We don’t have to do anything. We are only here to buy the book, that is all.”

“But uncle! She could learn magic!”

“And so could plenty of other people on Earth. Are you suggesting that we start teaching everyone we come across?”

“Uncle!”

Hex stopped and sighed, “Listen, Charmcaster. I know that you have trouble connecting with other people, but latching onto the first person you see with magic talent isn’t the answer.”

“I’m not latching onto anyone!” she snapped. “I’m just–”

“–Feeling lonely?”

She bit her lip and looked away, which was all the answer he needed.

“Charm–”

She quickly cut him off, “You’re right, uncle. Let’s not waste any more time.”

“Seriously, Gwen, what’s the matter with you?” Ben asked. “You keep zoning out!”

Gwen squeezed her eyes shut and slapped herself across the face, “I don’t know what’s going on but it feels like this book is trying to hypnotize me.”

“Then we need to get the fuck outta here!” Kevin yelped. He grabbed her arm and pulled her away from the case.

“You really should stop swearing,” Gwen mumbled and tried not to trip over her own feet. “Grandpa doesn’t like it.”

Dragged out of the exhibition hall into the corridor, Gwen pressed her forehead to the cold wall. Her head felt like it was full of cotton and her eyes were burning like someone poured salt under her eyelids.

She heard Ben’s concerned voice, “Do you need to sit down? Or maybe some water?”

Gwen shook her head and rubbed her eyes. The burning feeling was starting to slowly fade. She slowly turned around and blinked at the bright ceiling lights. She didn’t think she had any health conditions but she was honestly starting to wonder.

“Uhhh… Gwen?”

Why did Ben and Kevin look so weirded out?”

“Yeah?”

“Since when do your eyes glow pink?”

Gwen blinked in confusion while Ben leaned closer and stared into her eyes.

“They’re green again,” he muttered. “But they were definitely pink before.” He gasped suddenly and snapped his fingers, “Your eyes were pink when you were around that book!”

“They felt like burning,” Gwen said. “They burned when that circus guy tried to hypnotize me!”

“Soooo… a side-effect of hypnosis?” Kevin wondered.

Gwen rubbed her face, “But why just me? Why was I the only one affected by that book?”

“That girl! Hope!” Ben gasped. “For a second there she looked zoned-out, just like you were!”

“Hypnosis that only affect girls?” Gwen groaned. “Talk about unfair!”

“We gotta investigate this book but I think it would be better if you stayed away from it, Gwen,” Kevin said.

Gwen glared at him but ultimately couldn’t argue with the logic. “Fine. But don’t get too close to that book either! Try to find some info first and I’ll keep grandpa off your backs. It’s weird that he isn’t looking for us already…”

She waved at the boys and stumbled down the corridor to where she could distantly hear the tour guide’s voice. It was time to make up more lies.

Turning into Ghostfreak felt beyond weird, but at least this particular transformation didn’t require Kevin to take off his shoes or ruin his clothes. He kept himself invisible and phased through a wall into the museum archive.

His grey skin paled slightly at the sight of cabinets filled with countless files. How was he supposed to find anything in this mess?

Kevin groaned miserably and dug his black claws into the first cabinet, looking for anything resembling a catalog. He highly suspected he was going to time out long before he had found anything useful, leaving him stuck in this room, but he wasn’t particularly worried about that. Kevin had more than enough juice in his batteries to blast the door into pieces.

“Archamada, Archamada, Archamada…” Ben muttered as he typed on Gwen’s laptop inside the Rustbucket. “How the heck do I even spell it? Hehehe… Spell.”

After several tries, he had found what seemed like correct spelling and clicked on the first link the search engine gave him. It led to the website of this very museum, advertising their exhibits, and didn’t contain any new information. The second link showed a small newspaper article documenting the ‘historical find’ of that book. It didn’t have anything interesting either. The third link was bogus too.

Ben huffed in exasperation. How did Gwen ever manage to find anything useful?

…Heh. Maybe that was her superpower: super-nerdiness.

Charmcaster listened with half an ear to her uncle negotiating with the owner of the museum. What was taking them so long? They already had several preliminary meetings discussing the price of Archamada spellbook and everything seemed to have been agreed upon. And if the owner got greedy, it wasn’t like they were lacking funds. Charmcaster liked transmutation and gemstones were relatively easy to create. They could afford to add another zero to that paycheck.

As the meeting dragged on, Charmcaster found her thoughts returning to that girl, whoever she was. To cause a spark (something indeed quite similar to static shock, albeit a magic version of it), she must have been either truly gifted or already trained. It would be so nice to talk to another mage…

Charmcaster tuned back into the conversation when she heard her given name, “Yes, uncle?”

“If you want to, you can go look through the other exhibits, while I’m busy here.”

That did sound slightly more interesting than being the equivalent of furniture while her uncle wrangled with the uncooperative museum owner.

…And maybe she could try to talk to that girl.

Gwen wasn’t sure if Grandpa Max bought her lies (she wasn’t sure of anything when it came to him) but at least he didn’t try to drag Ben and Kevin back, so she counted that as a win.

She stayed on high alert around every exhibit the tour guide presented but none of them caused the same hypnotic effect as the Archamada Book of Spells did. She also kept looking around for any sign of the boys coming back (hopefully, with some information) but so far everything was quiet.

And that was when the same girl who had zapped her with static-that-wasn’t reappeared.

The girl noticed her too and smiled, “Oh, hi! Sorry again for stumbling into you: I’m really clumsy! Say, is there anything interesting in this hall?”

Gwen squinted at her, “Nothing as interesting as that book.”

“Oh, bummer. By the way, I’m Hope! But you probably already knew this because my uncle called me that and all.”

“Friend of yours, Gwen?” Grandpa Max asked with a raised eyebrow.

Hope laughed awkwardly, “Well, if by friendship you mean almost knocking someone off their feet and zapping them with static electricity, then yes. So, your name is Gwen? Nice to meet you!”

Gwen nodded, “Yeah, nice to meet you too. Um, this is my Grandpa Max.”

Hope enthusiastically shook his hand (without zapping him with whatever-it-was, Gwen noted suspiciously).

“So, you like magic artefacts, Hope? Or just books?” Gwen asked, deciding to take this chance to fish for some information.

“Both actually. What about you? I saw how interested you were in Archamada.”

“Oh, it was really interesting!” Gwen gushed, watching the other girl like a hawk. “So enchanting. I just couldn’t look away.”

Hope smiled and nodded but her eyes narrowed the tiniest bit. She definitely knew more than she let on.

Another point for Sherlock Gwen.

Oh, this Gwen was even more interesting than she expected! Charmcaster didn’t miss the emphasis she had put on certain words, which meant there was a high possibility that Gwen knew about magic and suspected her of being a mage.

She wasn’t so sure about Gwen’s grandfather though. Charmcaster couldn’t feel any charge on him but that didn’t mean anything. Experienced mages knew how to dissipate it and hide themselves from others.

So what should she do? Go for broke and reveal herself? Or try to ascertain what they really knew first?

…Well, as nice as it was to meet another mage, it really paid to be cautious. Plus, she didn’t want to hear another boring lecture on the subject from Uncle Hex.

Slow and steady it was then.

All Hex wanted to do was to take the Archamada Book of Spells and hide it in his home before anyone could misuse it (and before the powerful artefact woke up fully because he had seen it trying to snare Charmcaster and that latent mage). Unfortunately, the spellbook was also one of the most important museum exhibits, and the owner wanted it to remain on display for at least a few days more.

Hex was at his wits’ end when the greedy little man had finally signed the proper paperwork transferring the ownership of the spellbook to him. The price was an order of magnitude higher than the artefact warranted (at least, for those who had no idea of its true value), but Hex didn’t care about haggling. He cared about speed.

He briskly walked down the corridor into the exhibition hall and waited impatiently while the museum workers unlocked the glass case. The book underneath was almost glowing with stolen magic. Just how much energy did this thing manage to leech?

…Apparently, enough to trigger its defenses because the moment the glass was off, the Archamada Book of Spells rose into the air and flipped its pages open with a deranged cackle.

Slow and steady went directly to hell when explosions interspersed with shrieking laughter and screams of terror echoed across the museum. Charmcaster cursed under her breath and ran towards whatever was happening. She reached into her bag and took out two shrunken stone gargoyles, not yet activating them.

She could hear her uncle’s voice chanting a spell that she recognized as a defensive barrier doubling as containment, and she rushed into the exhibit hall just in time to see a yellow sphere encircle a… flying book?

Oh, so Archamada had animation enchantments on it? Lovely. Just how she wanted to spend her day: fighting some old relic.

“Summon your gargoyles, we need reinforcements!” her uncle barked. He was holding the Staff of Ages in his hands and he had dismissed the illusion that kept his true appearance hidden.

Charmcaster immediately threw the two she was holding onto the floor and reanimated them. Then she zipped her bag open and poured out the rest of the figurines. All of them grew back to their regular size and the purple glyphs animating them began to glow.

“Is this enough?” Charmcaster asked.

“That depends entirely on how much energy Archamada has.”

It didn’t take long for Archamada to tear through his barrier. It twirled around, flipping its pages in a move that Hex could only describe as showing off, and formed a half-circle of dark crimson spears.

The spears hovered in the air for barely a second then hurtled straight towards him. Hex quickly dodged and sent a bolt of lightning at the book in retaliation.

Several gargoyles attacked it as well, but Archamada only hissed and detached some of its pages. Their razor-sharp edges cut through the stone creatures, reducing them to rubble, but unlike the spears that dissipated seconds after impact, the pages returned and reattached to its spine.

Charmcaster used the artefact’s momentary distraction to throw an explosive spell. It knocked Archamada into a wall but with a shriek of rage it rose into the air once again. It shed more of its pages and spun them around itself in a destructive vortex.

Hex raised the Staff of Ages and called up his own typhoon that swept away the pages. The gargoyles pounced on them and pinned the pages down and Charmcaster threw a fireball at them.

“Dammit!” she shrieked when her flames dissipated without so much as singing the pages. “Just how many defenses does this thing have?!”

Hex waved his staff and the stone floor rippled like water, swallowing the pages, “Keep the pieces separate and it will run out of energy!”

Charmcaster barely dodged a crimson spear the enraged Archamada sent her way and yelled back, “And how long is that gonna take?!”

Explosions were never a good sign and neither was the overpowering scent of that strange energy Kevin didn’t have a name for. He dropped the folder he had been reading through and rushed to the door. He blew out the lock with a blast of energy and ran out searching for the others.

He found Gwen and Max straight away: they were the only two people who weren’t screaming their heads off and running towards the exit.

“What’s happening?” he hurried to ask. “Is that Ben?”

“Oh, I hope not,” Gwen muttered. “I told him to be careful around that book!”

It took Kevin a few seconds to realize that the sounds of battle were coming from the same exhibition hall where Archamada Book of Spells was.

To their relief and confusion, Ben wasn’t the one wrecking the museum because he had just rounded the corner and ran towards them.

“Guys, what’s going on?” he called. “I heard explosions!”

“No idea but we better hurry,” Gwen replied.

They rushed into the exhibition hall and paused, watching in stunned silence as the apparently alive Archamada Book of Spells threw lightning blasts at Hope and–

“Is that her uncle?!” Kevin asked incredulously.

Instead of a formal suit, the man was wearing crimson robes and his face beneath the hood was either painted or outright tattooed to resemble a skull. He was holding a staff with a bird skull on top of it and, oh yeah, he was also hovering in the air and throwing around what looked like magic spells.

“I guess that’s a ‘yes’ on ‘is magic real’,” Gwen laughed nervously. “Ben, do something!”

He twisted the dial of the Omnitrix, “One order of Heatblast-fried book coming right up!”

Unfortunately, the alien device had other ideas, because when the green light dissipated, he was in the shape of Stinkfly.

“Well, beggars can’t be choosers,” Kevin muttered and grabbed his shoulder.

He pulled and the energy flowed into him, reshaping his body. His skin turned into green carapace and translucent wings grew from his back, tearing through his shirt.

Now armed with alien powers, they both jumped into the fray.

Charmcaster was this close to throwing all caution to the wind and trying a few stronger spells that might not wash off Archamada like water from a goose (but would probably reduce this museum and everything in its immediate vicinity to ashes) when two – people? monsters? – beings joined the fight.

“I told you not to create homunculi!” Uncle Hex yelled at her. He managed to encase Archamada in another barrier, giving them a few seconds of respite.

“They’re not mine!” Charmcaster shouted back.

His barrier was already starting to crack and Charmcaster hastily repaired the broken gargoyles. They were going to need more cannon fodder.

“Hey! We’re not ham– humid– homicidal!” one of the creatures, the more insectoid one, complained.

“Just thought we could give you a hand,” the other one added. It looked like a human boy if not for the wings and green skin.

Never one to look a gift horse in the mouth, Uncle Hex ordered, “Separate the pages and keep them separate. Archamada isn’t limitless.”

Charmcaster scowled, “Except it doesn’t look like the damn thing is anywhere close to tiring.”

The barrier shattered into pieces and Archamada aimed another row of spears at them.

Hidden around the corner, Gwen watched the fight and bitterly wished she could do something to help. Even more bitter was the realization that the others were handling it just fine without her.

The sharp pages were caught by the stone creatures or glued to the floor by Stinkfly’s slime. Kevin absorbed and redirected the lightning blasts that the book was throwing at them while Hope and her uncle created barriers to block the spears.

The book itself looked like it was tiring, its attacks growing weaker. It was dipping in the air like it didn’t have enough energy to float properly.

Then its cover began to glow.

“Get down!” Hope screamed and threw herself at Ben and Kevin. A purple barrier surrounded all three of them.

Her uncle barked out a spell and a sunlight-yellow barrier flickered into existence around Archamada.

Gwen didn’t see what happened next: Grandpa Max pulled her back and threw them both on the floor. The searing light grew even brighter and a booming noise of something not unlike an explosion made the entire museum tremble.

When the light faded Gwen scrambled back to her feet and looked into the ruined hall.

Lying on the floor among the purple pieces of a shattered magic barrier, the boys and Hope looked dazed, but mostly uninjured. Hope’s uncle, on the other hand, was lying on the floor unconscious: it looked like trying to contain Archamada didn’t give him a chance to protect himself.

A malicious hiss echoed across the hall and the tattered Archamada rose into the air once again. Crimson mist gathered around it and started to slowly solidify into another spear that the book aimed straight at the unconscious wizard.

Gwen bolted towards him and tried to shake him awake. When that failed, she grabbed the magic staff from his hands and aimed it at the book, hoping it would work.

The staff writhed like a snake and wrapped painfully tight around her right arm. The staff felt so cold, it burned. Gwen gasped and felt her body going numb, like it was leeching the life out of her. The bird skull on top of the staff let out an ear-piercing screech and somehow Gwen knew that it refused to recognize her as its master, refused to obey her will.

Gwen bared her teeth and clutched the magic object tighter. She poured every ounce of her willpower into the staff, demanding it to work, and its open beak glowed magenta.

A narrow beam of energy it released cleaved the book down the middle. Its halves twitched weakly and fell on the floor, the half-formed crimson spear dissolving completely. Gwen lowered her arm, the magic staff wrapped around it suddenly heavier than lead. She swayed on her feet, her world growing darker, and dropped unconscious.

Barely awake himself, Hex caught the girl before she could hit the floor and carefully lowered her down. He clutched the ring that went through the bird skull on top of the Staff of Ages and commanded it to release her. The artefact obeyed immediately and slithered off her arm, the skin underneath already starting to bruise.

“Gwen! Are you alright?” an overweight man in a truly hideous flower shirt yelled, running towards them, and the two not-quite-homunculi landed nearby, looking just as concerned.

So they all knew each other? Interesting.

“She will be fine,” Hex replied. “I haven’t placed any truly dangerous defenses upon the Staff of Ages.”

“She’s just tired,” Charmcaster added, stumbling closer. “Dunno how she managed to get the staff to work, but it’s one hell of a mana-drainer if you’re not keyed into it.” She ruffled through her bag and pulled out one of the crystal spheres she used for mana storage. “Here. This should work as a pick-me-up.”

Charmcaster knelt down and put the sphere into Gwen’s hand. The swirling purple energy within it slowly leaked out and sank beneath her skin. Then her fingers twitched and wrapped around the sphere, draining the energy faster, and with a pained groan the girl woke up.

Between the two of them, Hex and Charmcaster (because of course their names weren’t Henry and Hope) managed to restore the exhibition hall to some semblance of order. They gathered the pieces of Archamada and the remaining gargoyles and bailed out before the authorities could arrive.

Now they were all sitting in a small diner under what Hex referred to as a privacy ward that would block anyone from listening in and shared their equally wild and strange stories.

“So you guys are actually from a different world? That’s so cool!” Ben gushed. “Can everyone use magic there? Are you even human or are you actually aliens?”

“Our ancestors came to Ledgerdomain from Earth,” Hex replied. “We are just as human as you are.”

“Just a little more geared towards magic,” Charmcaster added. “Ledger is so full of mana, that everyone who has been born in that place or just lived there for some time is affected by it. Every Ledgerian can become a mage, so long as they bother to study and train. But speaking of training…”

Charmcaster opened her strange bag that seemed to contain infinite space inside and took out a pocket-sized book. She tapped its purple cover and the book grew into a large tome.

“This was my first spellbook,” she explained. “Beginner spells, basic glyphs, rules of magic… stuff like that. It’s a good intro and I think it would serve you well.”

Gwen felt her eyes widen, “You think I can learn magic? Really?!”

“You bent the Staff of Ages to your will,” Hex said. “That should have been impossible for someone lacking any kind of training, yet you did it. The sheer amount of power you can one day possess is staggering. It would be a shame to let this potential go to waste.” Charmcaster smirked and Hex sighed in irritation, “Oh, stop being so smug. I am allowed to make exceptions.”

Charmcaster snickered, “Just keep telling yourself that, uncle. The next thing you know, you’re opening a school of witchcraft and wizardry.”

“No magic schools, Charmcaster. Do I look like Dumbledore?”

“Wait. You’ve read ‘Harry Potter’?” Gwen asked incredulously.

Hex rolled his eyes with barely hidden amusement, “Charmcaster did. Then she told me about it in excruciating detail. I truly do not know why those books are so popular, considering the numerous things they got wrong.”

Charmcaster shrugged, “Eh, it’s not like many people these days know what real magic is like. Though weirdly enough, a couple of things are actually pretty accurate. Like this!” She dug into her bag again and took out a small mirror, “Tap it three times and say my name. Then my own mirror will activate and we’ll be able to talk through them.”

“But why not just use phones?”

“Magic tends to interfere with electronics,” Hex explained. “Our home is far too saturated with magical energies for any sophisticated machine to work properly.”

“And don’t even get me started on computers,” Charmcaster complained. “I’ve been trying to whip up some kind of Faraday cage equivalent for magic because going to the library every time I want to use the internet is driving me nuts.”

Gwen winced, “Yeah, I’d rather not break my laptop. Or the Rustbucket. Or Ben’s watch.”

Hex waved a hand in the air, “Do not concern yourself with this matter. Unless you scribe the same amount of wards around your home that we did in ours or cast any powerful spells, your technology should be safe. Your natural charge is hardly enough to damage anything, especially if you remember to regularly dissipate it.”

Gwen blinked dazedly, “…I’ll pretend I understood all of that.”

“I know all this stuff sounds weird and complicated, especially for someone who has only just learned that magic exists,” Charmcaster said. “But you really do have the talent, Gwen. So just read the book, practice, and if you have any questions, we're always ready to help.”

Chapter Text

Gwen spent her every free moment reading through Charmcaster’s spellbook. It really was a good introduction to the various concepts. From mana (the energy within every living being that was used to power all magic) to rules of spellcasting (intent and power mattered more than words and symbols but only to a certain extent) to crafting charms and artefacts (the simplest method was carving relevant glyphs on the surface of whichever object was to be enchanted) to magical traditions (Ledgerian mages often took new names or titles when they finished their apprenticeship), the book explained it all in simple and clear language.

When she wasn’t reading, she was meditating, trying to feel the mana inside her and get a grip on her magic. To her surprise, Grandpa Max didn’t even complain about it when Gwen half-expected him to outright confiscate the spellbook. (Sometimes Gwen saw him staring at the sparks of magenta dancing on her fingertips. He hid it well, but Gwen still caught those sad, wistful looks. She wondered what it meant, what part of his secretive past held a key to her new abilities. She wondered if he would ever tell her.)

Ben’s reaction was surprising too (although maybe it shouldn’t have been). He didn’t make fun of her for spending so much time studying as Gwen had half-expected. The way Ben put it, magic was her superpower, so of course she had to train and explore it. And now Gwen could understand him a lot more too: if you had powers like he (they) did, you couldn’t just ignore them and stand idle. You used them to help people.

“Waterpark, waterpark, waterpark!” Ben chanted loudly.

“No Ripjaws, Ben,” Grandpa Max said, though for once he looked more amused and exasperated than disapproving.

“Who needs aliens when this park has the biggest waterslide ever?!” Kevin yelled, equally excited.

“Six stories of twists and turns–” Ben said.

“–Hurtling down a two-hundred-foot plunge–” Gwen continued with a grin.

“–At speeds of over twenty-five miles per hour–” Kevin added.

“–Then wash down in a churning three-hundred-thousand gallon wave pool!” Ben finished.

“You entered the Riptide Rapids zone!” they yelled together and high-fived in excitement. “Oh yeah!”

They rushed towards the waterslide but Kevin stopped almost immediately and pulled Ben back.

“Hey, what gives?” Ben yelped.

His friend nodded at the ‘minimum height’ marker, “I don’t think you’re tall enough for that, dude.”

Right before their eyes, the attendant banned some kid for not meeting the requirements.

Ben threw his hands in the air, “Seriously?! I fight bad guys every other day and I can’t go on a waterslide because I’m short?!”

He looked at the Omnitrix. Grandpa Max had only told him not to turn into Ripjaws, hadn’t he?

Before Ben could do anything he would probably regret later, Kevin grabbed his hand, “Wait! Let’s try to do this old-school first.”

“What do you mean?”

In response Kevin shifted himself in some strange way that made him look half an inch taller, “Like this. Straighten your back as much as you can, raise your shoulders, and tilt your head back. Then put all your weight on your toes and lift your heels a little, just not enough to make it noticeable.”

Ben blinked at him in confusion, “Is that how you pretend to be older?”

Kevin smiled, “Platform boots and delinquent getup helps too.”

“Hey! What’s taking you guys so long?” Gwen, who had already passed the inspection, yelled.

“Sorry! Just trying to remember if Ben’s watch is waterproof!” Kevin shouted back. “I’ll distract the guy,” he hissed and ran towards Gwen. Then he pretended to slip on the wet ground and stumbled into the attendant.

Ben used the distraction to tiptoe-run past the marker and stand near Gwen in a way that gave him awful backache but nonetheless made them look the same height.

She did a double-take, “How did you-?”

Ben grinned and whispered, “Cool trick, huh?”

The ride was just as fun as the advertisement promised and Gwen almost didn’t regret taking the time off from her studies. She smiled at Kevin who was clearly having the time of his life, “If you’re really part-alien, you’re totally from a water planet.”

He smiled back, “You might be right. What can I say? I like swimming.” He looked up at the slide and narrowed his eyes a little, “What’s taking Ben so long?”

Gwen shrugged, “Cold feet? Maybe he just chickened out.”

As if deliberately trying to prove her wrong, Ben fell out of the waterslide. As Grey Matter.

Gwen quickly snatched the tiny alien out of the water before he drowned.

“Before you say anything, this was totally an accident,” her cousin said. “I hit my watch on the side of that slide.” He rubbed the narrow slits on the sides of his head, “At least I have gills in this form because there was a lot of water.”

“We better hide before anyone sees you,” Kevin said. He looked nervously around but it didn’t seem like the other visitors noticed what happened.

Ben sighed, “It’s too bad that I can’t switch back before I time out.”

Gwen climbed out of the pool, still holding him in one hand, “Cheer up: it’s just a few minutes. You wanna get some ice cream while we wait?”

“Gwen, you’re a genius!” Ben gasped. “Since I’m so small, the ice cream is gonna be huge!”

She snickered, “Compared to a doofus like you, everybody can look smart.” Then she handed him to Kevin, “You guys wait here: I’ll go grab some money from grandpa. Just stay hidden, okay?”

“And what do you kids have here?” an unknown voice asked.

Gwen started to turn around but somebody grabbed her shoulder and shoved her back into the pool. She quickly resurfaced only to hear Ben’s high-pitched voice crying for help, followed by a familiar buzz of Kevin’s electric blasts.

She scrambled up the slippery stairs, “What–”

“That guy took Ben!” Kevin shouted, pointing at the back of someone she didn’t recognize. The electricity in his hands fizzled out as the guy hid in the crowd. “Dammit!”

“We gotta follow him!” Gwen gasped and rushed after the kidnapper.

She almost hit Grandpa Max in her hurry but he didn’t stop her to ask questions, merely joined their pursuit. The sound of Ben’s cries for help was more than enough explanation.

The kidnapper dropped Ben into a lunchbox, using it as a cage, and ran towards the parking lot. Trying to keep up with him was a constant struggle, the crowd seemingly everywhere, blocking their way. When they finally ran out of the waterpark, the kidnapper was already driving away. Kevin sent a bolt of electricity at the car that blew out the tail lights but it did nothing to stop it.

Gwen helplessly watched the car disappear in the distance before a sudden idea pierced her mind, “I need my book! There should be a tracking spell in it!”

Why wasn’t the Omnitrix changing him back? Was it damaged again? Ben didn’t think he hit it that hard, but the fact of the matter was, he was kidnapped by some creep and stuck in a box as the weakest of his aliens. He wasn’t strong enough to open the lid and he couldn’t create some device to help him get out: as smart as Grey Matter was, even he couldn’t build anything out of apples and soda cans. Ben could only sit there and wait for an opportunity to escape.

Unfortunately, that was easier said than done. His kidnapper had opened the box only to grab him and put him into a glass jar.

“Incredible. Truly incredible. A perfect miniature alien being,” the guy smiled. He looked completely average, with brown hair and black eyes under a pair of glasses. “I wonder… Are you the remnant of that crash in 1951? When I learned about it, I came to that park to take some soil samples but it seems that today was my lucky day.”

Ben only scowled, showing his sharp teeth. He wasn’t going to give this creep any information (and it wasn’t like he had any information to give other than pure guesswork).

“Staying silent, are we? Perhaps, trying to pretend to be nothing but an animal?” the guy asked. He was still smiling. “But even a simple animal would have been a wonderful find. Not to mention, I have already heard you speak.”

“What do you want from me?” Ben snapped.

The smile widened into something that made a shiver run down Ben’s spine. “I want every drop of knowledge that you are hiding in that alien mind of yours. I want to know every little secret concealed within you. I want to peel you, layer by layer. Your skin, your blood, your bones… I want to catalogue your every cell and see what makes you tick. And I will know it. I will.”

Gwen spread her cousin’s spare T-shirt on the table and put a map on top of it. Then she gathered mana in her hands and closed her eyes. She banished all thoughts from her mind, leaving only the repetitive chant of her wish, ‘Find Ben. Find him. Find my cousin.’

Her willpower wove the mana into the shape she needed.

‘Find Ben. Find him. Find, find, find.’

She could feel the scrying spell begin to take hold and she let it fall from her hands and sink into the map.

Gwen opened her eyes and gasped at the sight of magenta flames eating away at the paper. “No! I said ‘find’! Find, not burn!”

She swiped at the flames with her bare hands, trying to break the spell apart, and stared morosely at the burned map. Did she weave the spell wrong? Or was a piece of clothing just not good enough to forge a connection?

Kevin pulled the damaged map from her hands and smiled at her, “Come on, Gwen, this isn’t the end of the world. Just try again. Or call Charmcaster: maybe she can suggest something? And don’t worry: Ben can take care of himself.”

After taking several photos of him, the guy grabbed his phone and left the room. Ben could distantly hear his voice, and although he couldn’t discern the words, Ben doubted it meant anything good for him. He couldn’t just sit there and wait for the Omnitrix to fix itself: it was only a matter of time before this nutcase pulled out the scalpels. He had to escape somehow!

Ben pressed himself to the glass wall of his prison. It was too thick for him to break but the jar was standing right on the edge of the table. Could he push it off?

He looked down and tried to gauge the distance to the floor. Calculations spun through his mind: glass density, impact force…

This might just work.

Ben stepped back, as much as his prison allowed, and threw himself at the wall. The jar shifted slightly but remained in place.

He hit the wall again and the jar tilted, not yet enough to topple fully.

Again.

The jar shifted just a little closer to the edge.

Again.

His entire body was starting to ache, but Ben kept slamming himself into the glass wall. With every hit the jar was moving closer and closer to the edge of the table until finally it tilted over.

The impact with the floor knocked his breath out of him but all that mattered was that the glass shattered and he was finally free. Now all he had to do was to evade his kidnapper until the Omnitrix repaired itself.

Which was easier said than done, because the guy must have heard the crash. He ran back into the room and immediately pounced on him.

Ben was agile enough to avoid him and the guy only managed to cut his hands on the broken glass. He quickly jumped into an air vent and ran far enough that the creep wouldn’t be able to reach him.

Then he lied down and tried to catch his breath.

“When are you gonna fix yourself, Omnitrix?” he muttered. Last time it took several hours but the damage had been a lot worse too.

At least back in Washington he was stuck as a much more powerful Diamondhead. Why did he have to be Grey Matter? Any other alien could’ve easily dealt with this creep! Even his ten-year-old human self would’ve been better! After all, this guy was just a regular human, and not even armed. Ben silently cursed his luck and resumed crawling through the vents.

Unfortunately, his kidnapper was very stubborn.

“Are you kidding me?!” Ben yelped at the sight of a robotic vacuum-cleaner rolling down the vent straight at him.

Then he stopped and grinned. This was exactly what Grey Matter was meant for!

He lunged at the robot and plucked out just the right wire to stop it in its tracks.

“Thank you for giving me materials to work with!” Ben cackled, his dexterous fingers dismantling the robot and rebuilding it into something new. Something better.

“It sounds like you either wove the spell wrong or overcharged it,” Charmcaster said when Gwen called her to ask for advice.

“The latter is far more likely,” Hex interjected from somewhere out of sight. “You possess more mana than any untrained mage I have ever encountered before. If your spell had worked, it might have burned the target instead of merely marking it.”

Gwen gasped and dropped the magic mirror, grabbing the map again. That meant, this burned hole in the middle was exactly where Ben was!

“You can run but you can’t hide,” Howell whispered as he flipped between the video cameras that were installed throughout his home.

The little alien was still hiding in the vents and it managed to disable the robot he had sent after it, but this was nothing but a small setback. His house was in a full lockdown: the doors, the windows, even the chimney were closed off.

The alien had merely exchanged one cage for another.

His attention was so riveted to the video feeds, he didn’t even notice one of his robots rolling up to him. He did notice, however, when it bumped into the tower of his computer and fried it with electric discharge.

Ben snickered when he heard the loud cursing of his kidnapper. With the computer fried and cameras rendered harmless, it would be much easier for him to move around. Sure, he would’ve preferred to zap the guy himself, but the robot didn’t have powerful enough batteries to knock him out, so Ben did the next best thing.

Now, he could either stay put and wait until the watch turned him back to human or try to make a break for it. Ben didn’t particularly want to expose his identity or show his ability to change forms nor was he a big fan of sitting around doing nothing, so running it was.

But how to do it?

Despite the computer being destroyed, the door was still locked and the windows were still covered by the metal shutters (even if they weren’t, Ben highly doubted he would’ve been able to break the glass).

Ben rubbed his gills. He could try to escape through the pipes into the sewers. But… what if he got stuck there and the Omnitrix reverted him back to human? How wide were those pipes anyway? Certainly not enough to fit him…

He nervously looked around the vent and crawled closer to the grate leading into the kitchen. His hiding place wouldn’t fit his human form either. At the same time, being outside would make him that much easier to capture.

His gaze wandered around the kitchen. Could he hide in one of the cabinets, perhaps? Then his eyes widened. There was a phone on the countertop! He could call Gwen for help!

Ben jumped out of the vent and ran towards the phone. His sticky hands and feet allowed him to easily climb up the side of the counter and he immediately grabbed the phone.

He dialed the number he knew by heart and yelled when his cousin picked up, “Help! This creep is going to dissect me!”

“Ben?! Just hold on, we’re coming for you!” Gwen shouted back.

He didn’t get the chance to ask how she was going to find him because that was when his kidnapper came in. Ben yelped and tried to run but the guy was surprisingly fast and managed to grab him. Ben writhed in his grip, nowhere near strong enough to get free, so he did the next best thing: he dug his sharp teeth into the guy’s hand deeply enough to taste blood.

His kidnapper swore but didn’t release him. “I’ve had enough of your tricks,” he said with barely-restrained anger. “I was planning to wait until I received my reward but no more. I don’t even care if I don’t get paid! Once I’m done with you, they can have your corpse.”

The uneven burn on the map had covered an entire block, forcing them to check the identical-looking houses one by one, wasting the time they didn’t have.

Gwen was considering trying another tracking spell when Kevin tugged her arm and pointed at one of the houses, “I think it’s that one.”

After one look at it, Gwen was inclined to agree. Between the metal shutters on the windows, numerous locks on the heavily reinforced door, and way too many cameras sticking from under the roof, this was the most suspicious house on the street.

Kevin sniffed the air as they ran towards the house, “I bet there are alarms and security everywhere. There’s a lot of electricity being used in there.”

“Can you disable it?” Grandpa Max asked.

“You bet I can!”

Kevin pressed his hands to the wall and visible currents of energy travelled up his arms. He gathered the energy for a few seconds then pushed it back, frying whatever defenses the souped-up house had. However, the shutters and the locks remained in place, blocking their way in.

“Dammit!” Kevin scowled. “Let’s see if I have enough juice to melt those…”

Grandpa Max smirked, “Actually, I have a better idea. Come on, kids, let’s knock.”

Ben fruitlessly tugged on the duct tape that kept his limbs attached to the table and his mouth closed and silently begged the Omnitrix to repair itself faster. He felt nauseous at the sight of scalpels, tweezers, and other instruments he didn’t have a name for that his kidnapper was laying out.

“You won’t run from me again,” the creep said with a smile. “And soon, you will not be able to run at all. Or walk. Or move. Or breathe.”

He took a scalpel in his bandaged hand and positioned its tip above Ben’s chest. “Now, let’s begin with–”

A loud crash echoed through the house.

The guy scowled and slammed his hand on the table, “What now?!”

He stomped out of the room only to stumble back with a startled cry, clutching his bleeding nose.

Grandpa Max walked in, rubbing his knuckles. The kidnapper straightened up and tried to cut him with a scalpel but a blast of electricity slammed him into a wall.

Kevin peeked around Max and called, “Ben? Are you here?”

Ben yelled, as loudly as he could with his mouth duct-taped shut.

His friend gasped and rushed towards him, Gwen and Grandpa Max right on his heels, “Ben!”

Gwen stared at him in horror, taking in the scalpels lying on the table, “A-are those…?”

Her green eyes lit up with magenta light and her hands balled into fists.

“Kids? Why don’t you go make sure our dear host doesn’t inconveniently wake up until after we leave?” Grandpa Max asked. His expression was darker than a thundercloud and his voice trembled in rage.

Kevin curled his fingers like claws, arcs of electricity stretching between them. He didn’t say anything, merely turned around and sent a bolt of energy at the kidnapper.

Gwen scowled at the unconscious man and kicked him in the crotch. Then she grabbed the duct tape and began tying him up.

He absolutely deserved it, Ben thought viciously.

He was still trembling with residual fear when Grandpa Max picked one of the scalpels and carefully cut through the tape. Ben pulled the tape from his mouth, finally able to talk “Guys… You have no idea how happy I am to see you!”

“I’m just glad you’re safe,” his grandfather whispered and picked him up. “Let’s get out of here.”

“Wait!” Ben gasped. “That creep took some photos of me with his phone! We gotta destroy it!”

Kevin lit his hands with more electricity, “On it.”

“I’ll help,” Gwen added, her eyes still glowing magenta.

They exchanged identically vicious grins and ran off. Something told Ben that the phone wouldn’t be the only thing they destroyed.

“Too bad I can’t join in,” Ben laughed. His voice cracked slightly.

Grandpa Max wordlessly curled his fingers tighter around him in an almost-hug and rubbed his back with a thumb. Ben slowly exhaled and started to relax, letting his grandfather carry him out of the room and away from his kidnapper.

He let out a startled laugh at the sight of the Rustbucket half-way through the Rustbucket-sized hole in the wall. “So that’s how you guys got in!”

“I knocked,” Grandpa Max said with a wry smirk.

He climbed into the RV and settled in the driver’s seat. Soon enough, Gwen and Kevin came back.

“Are you two done with your rampage?” Grandpa Max asked as they jumped into the Rustbucket.

He looked somewhat disapproving but not as much as Ben had expected. Grandpa Max seemed just as angry at that creep as Gwen and Kevin were, and it wasn’t like they could call the cops on the guy without revealing the whole alien thing.

“We broke everything that could be broken,” Kevin reported.

“And fried everything that could be fried,” Gwen added. “Now let’s blow this popsicle stand!”

Agent Steel leaned back in the seat of his car and tiredly rubbed his eyes. Dammit. And it all began so well!

SECT had maintained a presence on a number of paranormal forums, both on deep web and the regular internet. While rife with delusions and conspiracy theories with no grounds in reality, accounts of true extraterrestrial and supernatural encounters could be found there as well. And at times SECT used those forums to disseminate information and point the rabid army of paranormal enthusiasts into the direction they wanted.

Howell Wayneright had hit the goldmine, captured a real alien… but SECT was just too damn late for it to count!

When Steel and his men had arrived, Wayneright’s house was utterly trashed and the man himself was lying on the floor tied with duct tape and bleeding from a broken nose. By that point, the alien creature had been long gone with nothing but the photos Wayneright had sent them before to serve as a proof of its existence. He had untied the man and questioned him thoroughly before sending him to a nearest SECT base (Wayneright knew too much for them to simply let him go), but there was little useful information he could offer.

Aside from one thing.

Steel took out his phone and called his superior, reporting his findings and lack thereof.

“An alien working with humans? Well, that might explain how it was able to evade us so many times. Tell me, Agent Steel, just how reliable is this witness?”

“A highly unbalanced conspiracy theorist, but I wouldn’t call him outright delusional.”

“Continue your investigation, agent. And try to find more about these humans, will you? Perhaps, they will prove easier to catch.”

Chapter Text

“Getting a cold? In summer?! How’s this fa– fa– fa– Achoo!”

“–Fair?” Gwen finished with an unimpressed look at her cousin and handed him a box of tissues. “Don’t you think that swimming in a bowl of ice cream as Grey Matter might’ve had something to do with it?”

She couldn’t exactly blame him for trying to do something fun after his abduction by that creep but was a little restraint really too much to ask for?

“Do you have any healing spells in that book, Gwen?” Kevin asked.

She flipped her hand back and forth, “Sorta. Healing is seriously tough. Living beings are so complicated, you gotta really know what you’re doing. The only thing I can do is just pour the energy in and hope for the best.”

“Please, Gwen, anything is better than whatever grandpa considers medicine! He was threatening me in Chinese!” Ben begged.

Gwen shuddered. Their grandfather’s ideas were usually horror incarnate. “Okay, I’ll try. Lie down. You can keep the blanket on.”

Ben lied back on the bed and piled the blankets around himself.

Gwen pressed one hand to his forehead and closed her eyes. The feeling of mana rushing through her veins along with her blood was slowly becoming a familiar one but it still took some effort to call it up.

“Close your eyes: this might get a little bright,” she murmured.

She directed the currents of mana through her arm, out of her hand, and into his body. In her mind’s eye she saw it mix with Ben’s own, making his weakened aura stronger. She hoped it meant this was working.

Ben wasn’t sure how long Gwen had been trying (and failing, if he was honest) to heal him when her phone rang.

She fished it out of her pocket and looked at the screen, “Oh, hey, it’s Animo. I’m glad I saved this number. Ben, I think you should take this call.”

Ben took the phone and accepted the call, “Hey, Doc.”

“Ah, Ben! It is so nice to hear you again,” Animo said. “I do apologize for calling out of the blue like this, but I truly do not know who else to ask for help.”

Ben sat up, immediately alert, “Doc? Are you in trouble?”

Gwen and Kevin leaned closer, listening in to what Animo was saying.

“Not me, but I have an old friend who I have been in and out of contact with. However, he has recently stopped answering my calls and I am starting to get worried. If it isn’t too much trouble, could you please check on him? Your super-sonic form should find it easy.”

“Sure, no problem. Where does he live?” Gwen handed him a pen and a notebook and Ben quickly wrote down the address Animo told him. “Yeah, I got it.”

Animo sighed in relief, “Thank you, Ben. I would’ve gone myself but it would take me too much time to get there. I hope it’s really nothing serious but I worry that Thompson and his ilk have learned about him.”

“But why would he– Oh, wait. That creep is totally someone who’d take your friend hostage just to lure you out.”

“Not only that, but my friend, Clancy Haden, isn’t exactly a regular human being. He can control insects with his mind and it was by studying him that I managed to incorporate a similar ability into my Transmodulator.”

“Huh, that’s pretty cool. Don’t worry, Doc: I’ll check on your friend and call you back.”

Ben gave Gwen her phone back and started to dig himself out of the pile of blankets.

“You sure you’re feeling good enough for this?” Kevin asked.

Ben only shrugged, “It’s just a quick in-and-out. No problem for XLR8. Now gimme the map.”

Gwen frowned. “I still think this is a bad idea.”

The city where Animo’s friend lived was fairly close to where they were right now, at least for the likes of XLR8. Normally, Gwen wouldn’t have been worried so much, but Ben was sick, and even though it was just a cold, she still didn’t want him to go into a potentially dangerous situation weakened.

Especially not after what happened the last time Ben was on his own.

“Just in and out,” Ben repeated and dialed XLR8.

When the green light of transformation faded, he looked somehow even worse than before. XLR8’s blue skin was pallid and clammy and his tail was hanging like a dead weight instead of acting as a counterbalance. His ankles trembled and Ben dropped to his knees, barely managing to catch himself on his arms.

Ben groaned and stretched on the floor, “Kevin? I’m so sorry for making fun of you. These feet are the worst.”

“Told you,” Kevin muttered. “Can you at least sit up?”

Ben shook his head, “No. So dizzy… Why is everything moving so much?”

“Because we’re in an RV?” Gwen suggested, stating the obvious. She knelt down next to her cousin and put her hand between his shoulder blades, “Let’s see if my magic works on you when you’re an alien.”

The Omnitrix reverting him back to human form was a relief, but it still meant that Ben didn’t fulfill his promise. Ben sat up and stared at the currently red dial.

“Maybe Stinkfly will work better?” he muttered and sniffled again. The insectoid alien wasn’t as fast as XLR8, but it was still pretty good.

Gwen shoved a box of tissues into his face, “You’re already producing buckets of snot. Don’t make it worse.”

Ben loudly blew his nose, “Then what do you propose? I made a promise. I can’t break it because of some stupid cold!”

Gwen didn’t reply, only stared contemplatively into the distance. Or, more specifically, she stared at Grandpa Max.

“No,” Ben groaned. “I don’t wanna ask him for help!”

“Well, it’s not like we have all that many options, is it?”

Gwen turned out to be right about Stinkfly. Ben couldn’t see anything through the veritable river of slime dripping down his face, and with no other options left, he had to resort to begging Grandpa Max for help. In a continued show of good will, he had fairly quickly agreed to change their course, though it had probably helped that the city in question wasn’t that far off.

And now the four of them were standing before a dilapidated building with broken and boarded windows that looked like it hadn’t been inhabited in years.

“Are you sure you got the right address, Ben?” Grandpa Max asked.

Ben checked the notebook, “I think I did?”

Kevin only shrugged and went to knock on the front door, “I’ve seen people live in worse places.” The door creaked open and Kevin carefully peeked inside, “Hello? Is anyone here?”

There was no answer and they all slowly walked in.

“Watch your steps,” Grandpa Max warned. “I don’t trust this floor.”

Ben looked at the rotting wood under his feet and had to agree. He dialed Ghostfreak and held his hand over the Omnitrix, not yet transforming, just in case this death trap of a house decided to collapse on their heads.

“Hello? Mr. Haden?” Gwen called. “Are you there?” She scrunched up her nose when the only response she got was the skittering of cockroaches, “Well, judging by the number of bugs, I think he is.”

Ben sneezed, the dust around them making him feel even worse than he already did. “Maybe he’s worried that we’re working for those government spooks? Mr. Haden! Your friend, Dr. Animo, sent us to check on you! He’s worried about you, so if you could maybe give him a call?”

“Animo? Allie Animo sent you?” a raspy voice interspersed with insectoid buzzing called out.

Gwen nodded, “Yeah. We’re not with that creep Thompson, I swear.”

The floorboards creaked and a gaunt man dressed in ratty, torn clothes stepped out from behind the corner, “Wouldn’t put it past him to use children.”

It was easy to see why he was hiding in this ruin: even ignoring the bugs crawling all over him, his skin was blue, marking him as abnormal in a very obvious way.

Ben shivered, “Yeah, he was a total freak. Wanted to dissect me.”

“Haven’t met him myself but Allie told me enough,” Clancy said. “He was worried?”

“You weren’t answering his calls,” Ben explained.

“Shouldn’t have bothered. This place is condemned: the landline was cut. Wanted to grab a cell phone but didn’t get the time. Too busy.”

Ben exchanged confused looks with the others. What could this guy possibly be busy with?

He asked as much and in response Clancy turned around and walked away, waving for them to follow. He led them up the cracked stairs that were patched with spider silk and into what looked like the most intact room in this house.

There were newspaper cutouts plastered across one wall, several of them featuring a woman the caption referred to as Councilwoman Liang.

“She likes to build things,” Clancy said. “New building complex, wants to tear down this one.” He tapped a photo with a large building on it that looked like a shopping mall, “Built this thing first. Built it quick and fast and cheap… And that’s the only thing everyone cares about. My bugs found the cracks in foundations. Cut corners, subpar materials… A house of cards would be more stable. We live on a fault line: earthquakes, earthquakes, one after another. But who cares what geologists say? Why bother to look closer?”

“This is serious! We need to tell someone about this!” Gwen yelped.

“Tried to tell but no one cares to listen. I’m just a crazy old man rambling nonsense. Just wait until a stronger earthquake hits, then they’ll see.”

“How much time do we have?” Grandpa Max said.

Clancy shrugged, “Days? Weeks? Months? Don’t know when but it’s gonna happen. Need to close it down, but no one’s gonna listen. Maybe I should just destroy it myself.”

“There has to be at least someone,” Ben muttered. Then he snapped his fingers, “I got it! Back to the Rustbucket!”

Gwen gave Clancy her phone so he could talk with Animo. Judging by the snippets of conversation she could overhear, Animo was trying to convince his friend to move in with him, while Clancy refused to leave while there were still people in danger.

Meanwhile, Ben was searching for something on her laptop. Gwen looked at the screen and raised an eyebrow, “Friends of Fish? How are they gonna help? Jonah is a marine biologist.”

“Well, yeah, but Duane is all about environment, right?”

Gwen wrinkled her nose, “I think that’s more about pollution and stuff like that.”

Ben shrugged, “He might at least know someone we can talk to. It’s better than nothing.” He sent a quick message explaining the situation and closed the laptop, “Well, nothing to do now but wait.”

Gwen rubbed her chin in thought, “Maybe we could try to talk to that woman? Councilwoman Liang, was it?”

“Do you really think she’s gonna listen to three kids?” Kevin asked skeptically.

“Well, it can’t hurt to at least try. And if she doesn’t listen to us, maybe Grandpa Max will be more convincing?”

She didn’t and he wasn’t.

They managed to catch councilwoman Liang right after a rally where she announced her new development program, but she dismissed everything the three of them said, only cooing about ‘adorable little kiddies who knew such long words’. Ben was on the verge of going alien on her if she didn’t stop trying to pinch his cheeks, unpleasantly reminding him of Aunt Vera and that entire mess.

Grandpa Max was taken slightly more seriously but only in the sense of Liang threatening to sic her bodyguards on him if he didn’t stop what she referred to as ‘fear-mongering’ (common sense, more like).

And then she noticed Clancy and an already unpleasant situation went even further downhill.

“You!” Liang shrieked. “Don’t think I don’t remember you! You’re the one who has been trying to stop the demolition works on Chester Street!”

“You remember that?” Clancy rasped. “What about all the rest I said?”

The councilwoman puffed up her chest and haughtily raised her head, “That mall has been made up to code. After your ridiculous attempt at smear campaign, my experts have studied it and proved there is no danger.”

“That be the same experts you paid off?” he asked. “They tell you what’s gonna happen if an earthquake hits?”

“Nonsense. This city is located in a seismically stable area.”

“That’s a load of bull and you know it! But you don’t care about that, do you? All you want is more money!”

“There! Will! Be! No! Earthquakes! In! My! City!” Liang yelled.

The ground trembled under their feet.

“You were saying?” Ben asked flatly.

Grandpa Max grabbed him by the shoulder and pushed him towards the Rustbucket, “No time for smart remarks, Ben. We need to get to that mall, now!”

“You can help?” Clancy asked. Then he spread his arms, “My way is faster.”

A cloud of countless insects swirled around him and rushed towards them. Ben shrieked in horror when the squirming, skittering mass covered him head-to-toe and lifted him in the air. “Bad plan, bad plan, bad plan!”

The cloud of insects reshaped into something akin to a platform and carried them above the streets with surprising speed. Unfortunately, that didn’t make Clancy’s method of transportation any less horrifying. Ben twisted the dial of the Omnitrix, trying and failing to ignore the insects. What would work for a quick evacuation?

“Ben! You’re sick, remember?!” Gwen yelled. “And it might affect Kevin too!”

“Dammit! No XLR8!” Kevin hissed. “Or Stinkfly! What the hell do we do?!”

“Ghostfreak might work!” Ben shouted back. “Gwen, do you have any spells?”

“I do but I don’t know how much mana I have left!”

When the insects finally deposited them in front of the mall, the sight of it wasn’t inspiring confidence. The earthquake did quite a number on the building: there were cracks running through its walls and parts of the roof had caved in.

“Oh, this is bad… This is so bad,” Gwen whispered.

“There are people still inside!” Clancy shouted. He gestured at the building and his bugs poured in through the damaged walls.

In a flash of green light Ben transformed into Ghostfreak. Kevin took a second to absorb his DNA, then they both turned intangible and flew into the mall.

The ground trembled once again. The cracks widened, the metal struts inside the walls bending and tearing with an ear-bleeding screech. The outer walls wobbled, the half-demolished roof starting to crumble.

“Perturbo!” Gwen yelled and poured out her magic.

She could feel it form into pillars inside the building, supporting its structure. It felt like she was one of these pillars herself, the pressure crushing her down as she used every drop of mana within her.

She fell to her knees, unable to keep standing. The pain of the impact didn’t even register.

It didn’t matter. Nothing mattered. She just had to keep holding the roof.

Ben lost any track of time, but he had to keep working, had to keep making people intangible and carrying them out of the building. Some of Clancy’s bugs led him to the people buried in the rubble, the others supported the broken roof along with the glowing pink pillars he knew were Gwen’s handiwork.

He kept working, his only clear thought pounding in his temples, ‘Please, Omnitrix, don’t time out.’

Time stretched and blurred, the hurried evacuation seemingly endless, until somebody grabbed his arm.

“There’s no one left,” Clancy said and Ben sagged, barely able to stay in the air.

“Then get us out of here before anyone starts asking questions,” Grandpa Max said.

Clancy nodded and a swarm of insects surrounded them, hiding the red light of the Omnitrix.

Back in the safety of their RV, Ben flipped open the laptop and quickly sent another message to Duane, detailing the events of the day (minus alien involvement). Then he sniffled and loudly blew his nose.

“Charming,” Gwen said flatly. “I don’t think my magic is working on you.”

“…Magic is real?” Clancy asked.

“Yeah, it is. It kinda surprised us too,” Gwen replied.

He nodded at Ben, “That thing on your wrist magic too?”

“No, it’s alien tech,” Ben replied.

“…The world is a weird place. But what do I know? I can control bugs with my mind.”

“How did you get your powers?” Kevin asked.

Clancy shrugged, “Born with them, I think. My parents were normal. I used to be normal as a kid too. Then thought I was just good with bugs. Then my skin turned blue. Allie said I’m a mutant. Well, he knows this stuff better than I do.”

“I might be a mutant too,” Kevin said. He pressed his hands together then slowly spread them, forming an electric arc between his palms. “See?”

“Oh! Here’s an idea,” Gwen called. “When we see Animo again, maybe he could study you?”

Kevin shivered, looking severely uncomfortable, “Well, since he’s a friend of yours and all, I guess he could? …Sorry, the idea freaks me out a little.”

Gwen quickly backtracked, “No, I’m sorry. Just thought you’d be curious and all.”

“Don’t worry: Animo is a cool guy,” Ben said. “He isn’t like that freak who kidnapped me. …Man, that’s the third person who wants to cut me into pieces. What’s their deal?”

“I think Tetrax was more interested in the Omnitrix than in you,” Gwen replied. “But if we also count everyone who has tried to just plain kill you…”

Ben wrinkled his nose, “Yeesh. Is this, like, normal outside of Bellwood?”

Gwen gave him a flat look then gestured at maybe-alien Kevin, definitely-mutant Clancy, and what-the-heck-was-even-his-deal Grandpa Max. “Do you think any of us here know what normal is?”

“…Point taken.”

There were demolition workers on Chester Street.

Clancy cursed at the sight of his house being destroyed but there wasn’t anything he could do about it short of attacking the workers.

“You want me to chase these guys away?” Ben asked, raising that strange watch of his. “I can do that.”

And what would that accomplish? It wasn’t their fault. They were just people doing their jobs. It was Liang who gave the order.

“What’s the point? My home would still be gone.”

“Sorry. I don’t have any aliens that can fix it.”

“What are you gonna do now?” Gwen asked and wasn’t that a damn good question?

“…I think I’m gonna give Allie a visit.”

Maybe his friend was right and it really was better to stick together.

“What a weird guy,” Gwen muttered when Clancy left in a cloud of insects and the Rustbucket was on its way to their next destination. “I hope he’s gonna be okay.”

“It sucks that he lost his home but honestly? Even staying on the streets is better than that death trap,” Kevin said. “But it was still nice to meet someone else who was born with superpowers.”

“There’s you, there’s Clancy, there’s those guys from the circus…” Ben mused. “Just how many people with powers are out there?”

“Don’t know about superpowers, but Charmcaster told me that technically anybody can learn magic. Most people just don’t have enough mana to cast any spells. And those who do still have to actually know what they are doing. I think it’s easier for me because I have an actual instruction manual and I also remember how it felt to use the Staff of Ages.”

“Speaking of, did Hex manage to figure out how you did it?” Kevin asked.

Gwen shook her head, “Not really, no. He thinks I just bruteforced it because I have a lot more mana than I’m supposed to. And he said there was something wrong with the color of my magic too. I’m just strange, I guess.”

She didn’t say anything about the way Grandpa Max looked at her whenever she called up her magic. It wasn’t like she knew what it meant and she didn’t want to voice her suspicions when she had so little information to go on.

“But doesn’t everyone have different magic?” Ben wondered. “Yours is pink, Charmcaster’s is purple, Hex’s is yellow…”

“Magenta,” Gwen corrected. “Well, yeah, but that’s the thing! It’s the same color as raw mana. When a mage turns mana into a spell, they sort of add a little bit of themselves to it and so the color changes. But mine stays the same for some reason.”

Ben shrugged, “Hey, you’re still new to this magic thing aren’t you? It’s only been a few days and all. Maybe it will change later. Probably to blue: you really love that color.”

Gwen sighed tiredly, “Have you noticed how often we’re using this word? Maybe, probably… The farther we go, the more questions we get. Just once, I’d like to have some answers.”

The man with a scarred face impatiently drummed his fingers on the wheel of his car while his people questioned the eyewitnesses. According to the differing claims, there were somewhere between one and four aliens involved in the collapse of that building, but once again SECT was late to the party.

He called his superior and reported their findings. The only things they managed to obtain were some photos and videos.

“The witnesses claimed that the aliens had been helping them,” Steel said dubiously.

“Why do you sound so surprised, agent?” his superior asked. “That’s what they do, after all. Pretend to help, so they can weasel in. And before you know it, the aliens control everything. You know it better than I do.”

Steel scowled at the reminder. Yes, he knew full well what it was like. He had seen it happen already: the aliens came and immediately everyone was bending over backwards to accommodate them. Steel had seen right away that those Plumbers were bad news, but did anyone believe him? No, of course not.

And even now those naïve morons at Area 51 refused to see the truth that was staring them right in the face! They called him paranoid, said that his methods were too harsh… The only thing that alien scum deserved was a bullet through the head!

It was a good thing that he had more than enough people in his corner who shared his views. Now if only he could track those aliens down…

“The predictive algorithm our analysts came up with isn’t working.” He huffed in irritation, “Maybe if the specialist bothered to help with it, instead of playing around with Charybdis…”

The specialist was useful, he could admit that, but his attitude drove Steel up the wall. This wasn’t a damn kindergarten.

“Give it time, Agent Steel,” his superior replied. “I know how frustrating it is, but the algorithm is refined with every bit of data. Not to mention, even if our main target still eludes us, the previous raid was still rather useful for Project Menagerie.”

Steel felt his lips stretch into a pleased smile. He had been merely following the alien’s trail, aided by the predictions of SECT analysts. It was pure luck that he had stumbled onto a different, but quite useful target.

“As for the specialist,” his superior added, “he is busy with Project Quicksilver. Apparently, studying Charybdis gave him the information he needed to get it off the ground.”

Steel pinched the bridge of his nose. Of course the specialist was messing around with dead-end projects instead of doing anything useful with his abilities. Why did he ever think otherwise? He could only hope that whatever monstrosity the specialist created wouldn’t become his problem to solve. Steel knew that his job was unconventional at the best of times, but he still had standards. He drew the line at fighting undead alien cyborg squids.

“For now, why don’t you send me those video recordings?” his superior continued. “And try to keep a lid on this… unfortunate event.”

The agent raised an eyebrow, “You wish to hide this from the public? There were reporters on the scene long before we came in.”

“No, no, of course not. We can’t hide it fully. No, what we need is just a small delay. An opportunity to… present this in a more beneficial way.”

In the spaceship orbiting the planet, the third in command was listening to the report of the medical team regarding the health of their captain.

“The installation of cybernetic replacements and enhancements has been successful,” the slim, purple-skinned alien who was their chief medical officer stated.

Psyphon had no reason to doubt his words or his skills, but he still couldn’t help but worry, “How long does he need to remain there, Eellias?”

The medical officer slithered closer to the transparent tank where Vilgax was suspended in liquid. “Hard to say. I will need to keep him under for at least a day more. After that, it will all depend on which of us can out-stubborn the other. I’m certain that he will try to resume command the moment he wakes up.”

Psyphon cracked a smile, “Few people are as stubborn as our captain. Or as determined.”

He had no doubt that Vilgax would want to meet the wielder of the Omnitrix as soon as possible.

Chapter Text

“I spy with my little eye something brown.”

“Buffalo. I spy with my little eye something brown.”

“Buffalo. I spy with my little eye something brown.”

“Buffalo. I spy with my little eye something–”

“If you say ‘brown’ again, I’m gonna strangle you!” Gwen snapped.

“But they are brown!” Ben protested and gestured at the herd of buffalo outside the RV.

Kevin placatingly raised his hands, “Okay, okay! I spy with my little eye something green.”

“Grass,” Ben replied. “My turn. I spy with my little eye something green.”

Kevin smirked, “Grass. I spy with my little eye something green.”

“Grass. I spy with my little eye…”

Gwen groaned and covered her head with her spellbook, “I want you to know that you’re both horrible. If you’re this bored, can’t you play a videogame? Read a comic book? Go alien? Just shut up and give me some peace?!”

Ben and Kevin exchanged identical smirks that filled her with fear. Then they started to sing, “This is the song that never ends…!”

“After dealing with Tetrax, we have been remotely tracking the wielder of the Omnitrix,” Kraab reported and gestured at the screens, “This is his current location.”

His right foreleg was bouncing slightly, tapping out a staccato beat on the metal floor. He was downright giddy to have their captain back on the bridge.

“Tennyson…” Vilgax hissed.

“Ben Tennyson,” Kraab corrected. “He is nothing like his grandfather.”

His actions as well as the impression Kraab got after their brief merge were rather clear on that.

“Yet Maxwell is still with him, no doubt filling his head with lies.”

“My impression was that Maxwell was keeping him in the dark,” Kraab replied. “But that could’ve changed. Which is why I don’t think it’s a good idea for you to approach him by yourself, sir. Let me go first: we have met before and managed to establish some degree of trust.”

“…Very well. Talk to Ben Tennyson and find out how much he knows. Your findings will determine the course we take.”

Grandpa Max made an emergency stop in the woods to alleviate their cabin fever. Ben immediately turned into Wildmutt, Kevin transformed a second later, and they both went swinging through the trees. Gwen used the two of them for target practice, getting her revenge by chucking small pebbles at them.

A few minutes later their admittedly fun exercise was interrupted by a distantly familiar sound. Gwen paused and frowned, “Guys, do you hear that?”

Kevin jumped from the tree branch and landed on all fours. He stayed crouched and dug the claws on his hands and feet deeper into the ground. “Yeah. What is that sound?”

Ben jumped down too and jerked his head around, trying to use the sensors on his neck to ‘see’ what was happening. Then he growled and pointed up where a familiar figure was descending from the sky.

“No way!” Gwen gasped. “Kraab?!”

“Uh… You know this guy?” Kevin asked unsurely.

Gwen nodded. “Yeah. Remember when we told you about Tetrax and the guys who helped us beat him?”

“Oh, right. Gotta say, the name is appropriate.”

The cybernetic crab-like alien landed in front of them and raised the massive pincer on his left arm in greeting. “Hello again. I see there are some new faces around?”

Ben growled something and Kraab added, “I’m sorry, my translator isn’t calibrated for Vulpimancer speech.”

Kevin stood up, though his back remained hunched over, “Um… My name is Kevin. Ben and Gwen are my friends, so I’m kinda travelling with them for now. And you’re Kraab? They told me about you.”

“But why are you here?” Grandpa Max asked, stepping closer. “Is there another bounty hunter after the Omnitrix?”

Kraab shook his head, “Not that I know of. However, my captain wished to speak with Ben in person, so I was hoping to arrange a meeting. Perhaps, teleport you to our spaceship?”

In a flash of red light Ben transformed back to human form. “I can go to space?! Cool!”

Grandpa Max put a hand on his shoulder, “Yes, it’s very… cool. Who exactly is your captain, Kraab? And why didn’t you tell us about this before?”

The alien clicked his pincer, “I doubt his name will tell you anything. But he is very worried about the Omnitrix falling into the wrong hands, and while I tried to assuage his fears, he would still like to make his own judgement. As for why I didn’t tell you… My captain was heavily injured and he has only recently been released from the medical.”

“I hope he’s okay now,” Ben said.

“So when are we going to space?” Kevin asked excitedly. Then his time ran out too and he reverted to his usual form. He wiggled his bare toes and added, “Just gimme a second to grab my boots.”

“A shapeshifter?” Kraab asked curiously. “What species are you?”

Kevin grabbed the boots he had thrown under a tree and quickly put them on, “I was kinda hoping you’d tell me. I think I’m some sort of a human-alien hybrid. Maybe.”

Kraab shook his head, “Some species, such as Limax, are capable of changing their shape but I cannot tell you for sure.”

“Bummer. Well, as far as I know, maybe I’m just a mutant human.”

“I could ask our science officer to scan you,” Kraab suggested. “The equipment on our ship is hardly the newest but it could give you some answers.”

Kevin looked ready to hug him, “Yes, please!”

“Oh yeah! We’re going to space!” Ben grinned. “When do we leave?”

Grandpa Max slightly tightened his grip on his shoulder, “I’m not sure this is such a good idea, Ben. Who knows if teleportation will mess with the Omnitrix? Or how Gwen’s magic will affect this tech.” He turned to Kraab, “Perhaps it would be better if your captain – and your scientist – came here instead?”

Kraab clicked his pincer again, “I will need to make my report first. And, perhaps, consult our chief medical officer. If you excuse me…” He put his hand to the side of his head, “Kraab to the bridge.” He waited for a few seconds then continued, “Kraab to the bridge. Respond. Kraab to the bridge! Can you hear me?!”

“Is there something wrong with your transmitter?” Grandpa Max asked. “Or your ship?”

“This kind of interference can happen when the ship is cloaked or shielded,” the alien replied. “Or being actively jammed.”

“But who is doing this?” Gwen asked.

Grandpa Max narrowed his eyes, “That is a very good question.”

Plumbers, who else could it be? But Kraab wasn’t going to tell this to an ex-Plumber. Instead he tried once again to contact the ship.

He was rewarded with a raspy voice of his captain filling his ears, “Kraab, we’re under attack.”

“What?!”

“It’s the Plumbers,” Vilgax continued. Thankfully, only Kraab could hear him since the transmitter was part of his cybernetics. “They have dispatched drones to your location. You must stay with Ben Tennyson and protect him.”

“How do they even know where he is?!”

“Either they have better sensors than us,” Psyphon’s voice cut in, “or they have some other way to track the Omnitrix.”

“Can you teleport us out?” Kraab hurriedly asked.

“Negative. The Plumbers can hijack the signal. I will send you our remaining combat drones. Just hold on until we deal with this ship!” Psyphon yelled before his voice dissolved back into static.

“I take it, those aren’t good things,” Gwen muttered.

Ben had to agree. The one-sided conversation he could hear didn’t exactly inspire confidence.

“Is there trouble?” Grandpa Max asked.

“My ship is under attack and so are we,” Kraab curtly replied. “The enemy drones have been sent to retrieve the Omnitrix and they will be here soon!”

Ben gulped nervously. “The crab robots?” Even the small one he had fought the last time wasn’t fun to deal with. “How many of them?”

A shadow fell over them and everybody looked up, staring in horror at the dark swarm that blacked out the sky.

Grandpa Max blanched. “I don’t think we have the time to count them. To the Rustbucket, now!”

He jumped into the driver’s seat and turned on the engine, the trio of children and their alien visitor piling into the RV.

Gwen immediately lunged for her magic mirror, “Charmcaster! Hex! Help!”

The RV speeding up threw her off her feet. Grandpa Max swerved wildly to avoid the drones that were close enough to shoot at them.

Ben looked at the still red dial of the Omnitrix, “I need more time to recharge!”

“Don’t do anything stupid!” Kraab snapped. “Psyphon is sending help. We just need to hold on until the reinforcements arrive.”

Kevin yelped when another swerve slammed him into the wall, “And how long is that gonna take?! We need to at least get rid of the robots that are shooting at us!”

“I think there might be a spell for it!” Gwen shouted. She was sitting on the floor, holding the mirror in one hand and frantically flipping through her spellbook with the other.

Then she snapped her book closed, stood up, and climbed on the table. She nearly fell off when another shot blew up a chunk of the road far too close to the Rustbucket.

“Guys! I need a clean shot!” she called and dug her fingers into the latch on the window.

Kevin helped her pull it open and she leaned outside. Ben wrapped his arms around her waist, keeping her steady, and Gwen gathered energy in both hands, aiming at the swarm of robots pursuing them.

“Mechanae… Oblitera!”

A wave of pure magenta enveloped the robots, and one by one they stopped in their tracks and fell from the sky.

Gwen slumped bonelessly and Ben quickly pulled her back inside the RV. “How many did I get?” she whispered, looking barely awake.

“About a quarter of them is gone!” Kevin replied in excitement. “And since you destroyed the ones closest to us, we won some time.”

But even with so many robots destroyed, the swarm was still big enough to cloud the sky and it was still gaining on them.

Ben dragged his cousin to the front of the RV and helped her get into the second seat and buckle in.

“Grandpa, where are we going?” he asked.

“Mount Rushmore,” their grandfather tensely replied.

“Why? What’s there that can help us deal with an army of evil robots?” Ben asked incredulously.

“This is not the time to explain!” Grandpa Max snapped. “You have to trust me.”

…Of course. Grandpa and his secrets. Ben scowled but the beeping of the Omnitrix was enough to distract him.

“Oh yeah! We’re back in business!” he laughed and dialed Heatblast. “Kevin! You wanna fry some robots?”

His friend grinned and high-fived him, absorbing his DNA and transforming. Together they climbed onto the roof of the Rustbucket, Kraab joining them.

“Don’t waste your energy: you won’t be able to destroy them all,” the alien warned. “Shoot only the drones that get too close.”

“Got it!” Ben cried and called up the inferno.

Between their flames and Kraab’s blaster, any drone that approached the RV was swiftly destroyed, but they simply refused to end. Kevin threw fireball after fireball, acutely aware of the time limit both he and Ben were subject to. He didn’t know how long they would be able to keep this up.

Then a meteor fell from the sky, the impact making the ground tremble and leaving a deep crater. Then another, and another, and another…

His eyes widened when the dust settled and he could see eight huge robots that vaguely resembled praying mantises. “More robots?!”

“No, they’re the good ones!” Ben cried.

Kraab laughed, “Our reinforcements have finally arrived!”

Almost half of the swarm broke off and attacked the new arrivals, but the mantises were more than a match for them, blowing up the drones with laser beams or tearing them apart with their claws. The other half stopped and hovered uncertainly, as if trying to decide whether to pursue them or to join the battle.

“And they are just in time,” Kevin smiled when the Omnitrix forced Ben back into human form, his own transformation following suit.

“Let’s hope that this is enough,” Kraab muttered when they climbed back into the RV. He touched the side of his head, “Kraab to the bridge.” He waited for a few seconds then lowered his hand, “No reply. If they are still in the middle of battle, then this isn’t over.”

Kevin walked towards the back of the RV and looked out the window. He could see the swarm of drones, much less than what it was at the beginning but still obscenely huge, fly towards them.

The distance was shrinking ever so slightly.

“I don’t think they’re gonna stop following us,” Kevin muttered.

“At least now we have the time to get whatever the heck grandpa needs at Mount Rushmore,” Ben said. He scowled, digging his fingers into the sides of the Omnitrix, “I knew that his stupid secrets were gonna bite us all in the butt!”

Having used up every drop of mana within her, Gwen was beyond exhausted. She stared blankly at the dashboard. “How much gas do we have?”

“Enough to get us to Rushmore,” her grandfather replied.

“Are you gonna tell us what’s in there?” Gwen mumbled. He didn’t reply and she let out a bitter laugh, “You know, grandpa, you’re not making it easy for us to trust you.”

Grandpa Max took his eyes off the road to give her a look that Gwen was too tired to decipher, “I will tell you everything, I promise, but now isn’t the time.”

Gwen sighed and looked away. “You had the time. Ever since Ben got the Omnitrix, you had so much time…”

And now it was too little, too late.

Ben kept watching the swarm of drones following them. It was slowly shifting, angling to one side. Ben narrowed his eyes. What were those robots doing?

“Where are they going?” Kevin asked, echoing his thoughts. “Not that I’m complaining, but aren’t they supposed to chase us?”

Ben turned around and looked through the other windows. His eyes widened in shock, “There’s a city!”

A city with thousands of innocent people who had no defense against the army of robots that was heading towards it.

He twisted the dial of the Omnitrix and raised his hand above it.

“It’s a trap!” Kraab barked. “They’re just trying to lure you out!”

“Well, it’s working!” Ben snapped and slammed his hand down, the green light of the Omnitrix reshaping him into Stinkfly.

He waited only long enough for Kevin to transform too, then he climbed out of the Rustbucket and rose into the sky. With a string of curses, Kraab followed after them.

“Turn around!” Gwen yelled when her grandfather completely ignored their passengers leaving and continued to drive forward. “We gotta help them!”

“We will. But first we need to get some special stuff.”

“Enough with your secrets! I said, turn around!”

“Gwen, trust me on this: we need to get to Rushmore,” Grandpa Max said in his infuriatingly all-knowing if somewhat tense voice.

“I don’t trust you!” Gwen shrieked, ignoring his stricken expression. “And if you’re not gonna help, then I will!”

She unbuckled her seatbelt and tried to yank the door open. Her head was spinning and her arms were trembling with exhaustion, but she ignored it and tried to get out of the moving RV.

Before she could open the door, Grandpa Max grabbed her by the collar of her shirt and jerked her back. “Gwen! You’re going to hurt yourself!”

“I don’t care! Let me go!”

He kept one hand on the wheel and used the other to clumsily buckle her back in, “Gwen, please, you can barely stand. You’ll just get in the way.”

She bared her teeth, hating how right he was, “At least I’m not a coward like you!”

Ben carved up drone after drone with his sharp tail, but still they kept coming.

Kevin held a high-voltage line in one hand and channeled the energy into electric arcs that fried any robot that dared to approach him, but still they kept coming.

Kraab shot the drones with his blaster or used his powerful pincer to crush them, but still they kept coming.

The thought of how many more drones they would’ve had to deal with if Gwen didn’t destroy so many of them and the mantis robots didn’t distract the rest was terrifying.

“Ben! How much time do you have left?!” Kevin yelled as his borrowed powers vanished.

Ben glued another drone to the ground with his slime and flew towards his friend, landing on the ground before a flash of red light transformed him back to human form, “None.”

Kraab skittered closer to them, “Then we’ll have to protect you until you time back in.”

“As long as I have the energy, I can keep shooting,” Kevin said.

Yet for some reason the drones held back. The distance was too much for the robots to shoot them, but Kevin and Kraab couldn’t reach them that easily either.

“Why aren’t they attacking?” Ben whispered.

By all logic, they should’ve attacked while he was powerless, instead of giving the Omnitrix more time to recharge. Or, at least, used that time to surround them. Instead, the drones drifted closer to each other into one dense cloud of metal.

And then he remembered the night at the campsite that seemed to be so long ago and the robot that looked like two of them fused together.

“Oh no… They’re gonna merge!”

“Combiners?” Kraab gasped. “Stop them!”

He rushed towards the shrinking cloud and shot it wildly. A few drones fell out, mangled beyond recognition, but the rest of them didn’t even notice.

The swarm reshaped into one solid spherical mass that Kraab’s blaster shots simply bounced off. Then its bottom half cracked open and unfolded into six giant legs. The robot straightened up, standing taller than any building, and a massive cannon slid out of its upper half.

Ben stared at the gigantic robot in horror. His feet took an involuntary step back. “We gotta run…”

The robot moved and pointed its cannon at him.

“Run!”

Mount Rushmore loomed above them as Grandpa Max drove the Rustbucket up the narrow mountain road.

“Don’t you think that this is not the best time for sightseeing?” Gwen hissed.

She was feeling slightly better now, but she couldn’t convince her grandfather to turn back, she couldn’t drive herself, and the distance was too big to cover on foot. She was a prisoner here, but that didn’t mean she couldn’t show her displeasure.

“We’re not tourists. We’re tenants,” he replied, as cryptic as ever.

Gwen only scowled at him.

The RV drove up to the sign that marked the end of the road and stopped. Then Grandpa Max reached under the dashboard and pressed a button there (no doubt, connected to all that weird tech Ben had found inside the Rustbucket when he was repairing it).

The ground trembled… and sank in. Something akin to a giant elevator brought them down, further and further into the darkness, until it finally stopped and the lights turned on.

Gwen opened the door and jumped out, looking around the cavernous bunker they were in. What was this building?

Grandpa Max was silent as he led her down the winding corridors towards a wall of cabinets. He pressed a button on one of them and it slid open, revealing a strangely shaped gun.

…Oh. This was a storage for alien weapons. Was ‘Plumber’ another word for an arms dealer?

Gwen reached towards the gun, but Grandpa Max slammed the cabinet closed before she could grab it. He gave her a stern look and opened another cabinet, then another, apparently searching for something specific.

“What’s taking you so long?!” Gwen finally snapped. “Ben and Kevin need our help!” Then she sneered, too tired (too tired of secrets) to think things through, “What, an alien weapons dealer can’t figure out his own stash of contraband?”

Grandpa Max gave her a startled look, “Gwen, I’m not a–”

“Just give me something that can take down those robots already!”

“Can your ship get us out?” Kevin whispered, huddling in the corner of a ruined building while the giant robot prowled outside. The only thing that kept it from locating them was the fact that the Omnitrix was nigh-impossible to track in recharge mode.

Kraab shook his head, “Even if the message got through, the enemy might be able to reroute the teleportation signal. And our weapons systems aren’t precise enough to destroy this thing from orbit.”

Ben stared at the Omnitrix, “Is there an alien that can take down this robot?”

“Upgrade?” Kevin suggested. “But can you control something this huge?”

“Are you talking about your Galvanic Mechamorph transformation?” Kraab asked. “The one you used to merge with me,” he clarified at their blank looks.

Ben nodded. “Do you think it will work?”

Kraab clicked his pincer. “It might, if you do it the right way. You need to get inside the drone and find its main processing unit. Then you can either destroy it or attempt to take over. But the drone might have defenses against this type of intrusion.”

“Well, we won’t know until we try,” Ben muttered and turned the dial.

Kraab grabbed his hand in warning, “Careful. The moment you transform, that drone will zero in on your position.”

“Then what’s the battle plan?”

Kevin was getting better at shapeshifting but he still couldn’t transform fully and the alien powers he copied were still at half-strength. That was why instead of infiltrating the robot along with Ben, he was playing distraction.

He slunk out of his hiding place and grabbed the torn power lines near a downed electric pole. The energy rushed into him but he didn’t let it loose. The robot was still too far.

Then a flash of green light signaled Ben’s transformation, and with steps that made the ground tremble, the giant robot lumbered in their direction. Almost too big to fit the streets, it didn’t even bother with them. It walked directly through an already damaged building, crushing it into rubble.

Kevin spent a second to take in its monstrous form and feel utter terror. Then he shoved his fear aside and met the robot with an arc of lightning. Its right foreleg trembled slightly, a few pieces of metal falling off, but the damage was a drop in the ocean.

It was a good thing that Kevin’s job wasn’t to inflict damage but to distract the robot. And judging by the cannon it was now pointing at him, he succeeded.

The robot was huge and durable and packed more firepower than it had any right to have, but it was slow. Its cannon took time to turn and even more time to charge. That time was more than enough for Kraab to fly behind it and shoot it with the most powerful blast Ben could allow his upgraded weapon to create.

The robot staggered slightly and started to turn their way. Ben immediately peeled himself off of Kraab (he had been careful not to integrate himself too deeply with the alien, lest their minds fused again) and jumped right on top of its cannon. Then he turned almost liquid and slithered deeper into its guts.

It was utterly dark inside, but Ben didn’t need eyes to see. He used Upgrade’s senses to navigate as he searched for the main processor. And then the darkness fell away, replaced by diseased, pulsing yellow light.

Ben hovered in the air, frantically looking around the strange void he had found himself in. A figure formed in front of him: a green alien with three glowing purple eyes.

“So you are the one who has the Omnitrix?” the alien asked with a female voice as sweet as poisoned honey. “Give it back, please. It’s not yours. It belongs to the Plumbers. It belongs to me.”

The Plumbers? Ben hid his surprise, glad that Upgrade didn’t have a face. Aloud he said, “Are you serious? Your robots nearly killed me and hurt who knows how many people! And now you’re asking nicely?” He scoffed, “I’m not that stupid.”

“Then keep struggling and die!” she howled, the tentacles on the sides of her head whipping around and her tail lashing back and forth. Then her voice softened like a falling snow, light and beautiful and bitingly cold, “Or you can run and try to hide. To the ends of the world, for the rest of your life… But that won’t help you because I’m coming for you and I will take back what is mine. Be afraid.”

“Is it working?” Kevin whispered, nervously watching the robot. The mechanical nightmare was standing utterly still, not attacking but not falling down either.

Then the robot moved and pointed its cannon at him.

Kraab grabbed him under one arm and bolted away before it could shoot them. Kevin struggled to break free, “Ben is still in there! We have to get him out!”

What would happen if he timed out inside that thing?

“You can’t help him by dying!” the alien snapped and tried to contact his ship again. “Kraab to the bridge! Pick up, damn you! Psyphon, whoever, we need help!”

Kraab tried to avoid the blast the robot shot at them but its edge still clipped him and sent them both crashing into the pitted and broken ground. Rubble dug painfully into his back and Kevin coughed, struggling to draw breath. Kraab staggered towards him and hauled him up, ready to fly away again, when a huge crimson sphere fell from the sky, leaving a crater in the asphalt.

The sphere rolled up to them and stopped. Then it split down the middle and its halves slid apart, releasing a cloud of steam. The doors opened and a massive green-skinned alien stepped out. With spiky crimson armor, red-veined arms studded with strange metal cylinders, breathing mask that covered his mouth, and a beard of writhing tentacles, the alien looked as impressive as he was terrifying.

Kraab straightened to attention, “Captain?!”

“Kraab. Where is Ben Tennyson?” the alien asked in a gravelly, rasping voice.

Kevin pointed at the robot that was slowly but steadily lumbering their way, “That thing! He’s inside it! He turned into Upgrade– Mechanomorph– whatever it’s called! Get him out, please!”

The alien narrowed his red eyes, “Very well.”

“But Captain Vilgax!” Kraab tried to protest. “Your cybernetics are still new!”

“Then this is a chance to test them in action,” Vilgax replied and with a speed beyond anything expected from a being his size he ran towards the robot.

“We gotta help!” Kevin gasped.

Kraab didn’t argue and flew after his captain, quickly catching up to him.

“Sir! We can at least try to distract this thing!” Kraab called.

“No need,” Vilgax rasped.

The metal cylinders on his arms glowed yellow and sank into his flesh. Pale green blood welled up around them and his arms bulked up grotesquely. He dashed under the robot, too fast for it to react, and grabbed its left foreleg. Then he dug his feet into the cracked asphalt and pulled.

With a groan of metal, the leg broke in half.

The robot stumbled but didn’t fall, its five remaining legs more than enough to keep it stable. It tried to stomp on Vilgax, but the alien easily evaded it. Then he jumped up and landed on the inverted ‘knee’ of the robot’s middle left leg. The impact alone bent it, but then Vilgax dug his claws into the joint and ripped it apart.

The robot staggered again. Before it could find its balance, Vilgax ran up the broken stump to the robot’s body and clawed at the base of its cannon, damaging the weapon. Then he tore off its left hind leg at the base. With all limbs on its left side severed, the robot tilted and fell into the remains of a destroyed building.

“…I guess he doesn’t need our help,” Kevin whispered, staring in awe at the victorious alien.

It was a good thing this guy was on their side.

Then Kevin shook himself off and shouted, “Ben is still inside that thing!”

In response, Vilgax clawed at the robot’s body, ripping off huge chunks of metal. Then he reached inside and pulled out the shapeless, unmoving form of Upgrade.

Diseased yellow light changed to utter darkness, then darkness gave way to the light of the day, and Ben found himself lying on the ground with Kevin hovering worriedly above him.

“Ben! Are you alright? Are you hurt? Please, tell me that robot didn’t do anything to you!”

The robot! He gasped and tried to sit up but his head spun and he flopped back down.

“Don’t worry, that thing is dead. Just… don’t try to move yet, okay? You were unconscious when Vilgax pulled you out and–”

“Who’s Vilgax?” Ben mumbled.

Kevin grinned at him, “Kraab’s captain and the coolest guy ever! You should’ve seen it! He ripped that robot apart with his bare hands!”

“I have Psyphon’s cybernetics and Eellias’ medical knowledge to thank for that achievement,” a raspy voice said. The ground trembled slightly under heavy footsteps and a shadow fell over him.

Ben looked up. And up. And up.

…Yeah, he could actually believe that this guy could take down a giant robot all on his own.

Ben carefully sat up but the changed angle didn’t make the towering squid-like alien any less imposing. He looked around, still feeling a little dazed, and his eyes widened at the sight of the eviscerated metal husk of the giant robot.

“Wow…” He turned back to the alien. “Thanks for the help, dude. Um… Vilgax, right?”

The alien nodded. “And you are Ben Tennyson.”

It sounded like a statement, not a question, which made sense: Kraab had probably told this guy everything about their encounter.

Ben staggered to his feet, leaning heavily on Kevin, “That’s me. Kraab said you wanted to talk?”

Vilgax stared at him, his expression unreadable behind the breathing mask. “I did,” he finally said.

“I kinda wanted to talk to you too,” Ben replied. “Or anyone, really. I’ve got the Omnitrix glued to my arm and there are all these people who want to take it from me and grandpa is keeping secrets from us and now the woman who sent this robot turned out to be a Plumber just like him, whatever that even means, and I have no idea what I’m doing!”

His voice rose with every word until he was almost screaming. He was so tired of his own ignorance.

“Whoa, wait a second! What woman?” Kevin interjected.

Ben gestured at the deactivated robot, “When I was inside that thing, some weirdo alien woman talked to me. I dunno how she did it, but she said that the Omnitrix belonged to the Plumbers. And to her, so I’m guessing, she’s one too. And she’s the one who sent all these robots after me!”

“Again with this word!” Kevin grumbled. “What the hell does ‘Plumber’ even mean?”

“Well, grandpa sure isn’t gonna tell us! We only found out by accident!” Ben scowled and breathed heavily, trying to calm down. Then he looked up at the silent Vilgax, “Can you tell us something about this? About the Omnitrix? The Plumbers? Just… what have I gotten myself into?”

“…I most certainly can.”

Chapter Text

Grandpa Max drove away from Mount Rushmore in tense silence. He still refused to tell Gwen anything, claiming he didn’t want to repeat himself for Ben and Kevin. Gwen pretended she believed him.

She raised her right hand and looked at the small laser strapped loosely to the back of it. This was the only weapon Grandpa Max gave her (and grudgingly at that), but Gwen was still completely out of mana and she refused to stand back when her family was in danger.

For himself Grandpa Max chose a massive cannon almost longer than he was tall. He grabbed another weapon that looked more like a hand-held flashlight, but he refused to even take it out of its case. He told her to never use that thing unless she wanted herself and everyone around her to suffer a fate worse than death (and judging by his expression, he wasn’t kidding).

“I don’t see any robots,” Gwen muttered when they neared the city. She couldn’t hear any sounds of battle either. Did that mean they won? Or–

Gwen firmly stopped that track of thought. Ben and Kevin were fine. They had to be.

The Rustbucket drove over the cracked and pitted asphalt, weaving around the craters and rubble littering the streets. They didn’t get far into the city before Grandpa Max had to stop: the road was blocked by some huge metal thing. It looked strangely uneven, like it was patchworked out of scrap metal.

Gwen squinted at it, “Are these… the robots?”

The awful things could fuse together? And this thing looked like a leg! Just how huge was whatever they merged into?! Gwen shuddered. She hoped the boys were alright.

“I think this is the end of the road,” she said and jumped out of the Rustbucket.

While Grandpa Max was busy maneuvering his giant cannon out of the RV, she stepped closer to the metal thing. It was blocking the street almost fully, but there was still enough space between it and the crumbling wall of the nearby building for a person to walk through.

“Ben! Kevin!” she yelled. “Are you there?!”

She heard her cousin’s distant voice from behind the metal thing, “Gwen? We’re here!”

She smiled in relief and ran through the narrow passage. There right before a destroyed husk of a giant robot she could see Ben and Kevin, alive and seemingly unharmed, along with Kraab and some new alien guy.

Gwen rushed towards her friend and cousin and pulled them both into a hug, “Guys! You’re okay! I was so worried! Grandpa refused to turn around and he didn’t even let me out of the Rustbucket until we were at Rushmore!”

Ben leaned back and gave her a smile that didn’t reach his eyes, “We’re fine, all thanks to Vilgax.”

Kevin pointed his thumb at the new guy and added, “Kraab’s captain.”

Gwen clasped her hands together and tried to remember her manners, “Thank you for helping my cousin and friend, Mr. Vilgax!”

“It was no trouble,” the alien rasped. He took a wheezing breath and tilted his head slightly, his red eyes narrowing, “Interesting weapon you have there on your hand.”

Gwen scowled at the laser and waved it in the air, “You can thank our grandpa for this.” She turned to Ben, “Can you believe he was hiding a stash of alien weapons at Rushmore?! I guess, ‘Plumber’ means an arms dealer!”

“It doesn’t,” Ben replied, looking pale and slightly sick. “It’s worse, Gwen, it’s so much worse…”

“What do you mean?”

“He–” Ben began and stopped because Grandpa Max stepped from behind the severed robotic limb.

“Kids, are you there?” he called.

Then he gasped and pointed his cannon at Vilgax.

How could this be? Why was Vilgax here? Why him, why now? Did he plan to conquer Earth like he did Murray? Or was he after the Omnitrix?

Max didn’t know and it terrified him.

“Kids! Get away from him!” he yelled and charged up the particle cannon.

The powerful blast it released hurtled towards Vilgax, but the alien merely dodged and the shot ripped through the wall of a half-destroyed building. Max cursed under his breath. He forgot how fast that damn Chimeran was.

“Grandpa, what are you doing?!” Gwen cried.

Vilgax let out a wheezing laugh, “He’s merely showing his true colors. It’s been a while since the last time you tried to kill me, Maxwell, old friend.”

“I’m not your friend, you monster!” Max snapped and charged the cannon again.

“That’s right, you never cared about friendship and your loyalty has only ever belonged to the Plumbers,” Vilgax said, dodging the blast once again. “You haven’t changed one bit, Maxwell.”

Max bared his teeth and charged another shot.

“Grandpa! Stop!” Gwen cried. “Why are you trying to kill Vilgax?! He saved Ben!”

Saved? Saved the Omnitrix, maybe!

“Gwen, you don’t know what’s going on!” Max shouted. “Ben, Kevin, I don’t know what lies Vilgax told you, but he’s the enemy! Please, believe me!”

“He isn’t the one with a gun!” Ben snapped. “You want us to trust you?! Well, we don’t! All you ever told us were lies! You never told us what being a Plumber really means, you never told us anything about the Omnitrix, and all you do is lie and hide things!”

‘Nothing good ever comes out of keeping secrets,’ Vera’s voice echoed in his mind and he hated how right she had been.

“Grandpa, put your gun down,” Gwen said, her voice trembling. “Please. I don’t know what’s going on here, but we’re family. Doesn’t this mean anything? Can’t you just talk to us and be honest for once?”

Ben raised the Omnitrix and twisted the dial, “And if you don’t stop trying to kill the guy who saved my life, I will make you stop.”

His grandson’s hateful look (as if Max was the enemy here) hurt more than anything he had ever felt. His hands trembled, barely able to support the weight of the cannon.

“If you want to fight, you’ll have to fight me too,” Kevin said, standing shoulder to shoulder with Ben.

Gwen gulped and added, “And me. I don’t know what’s happening, but I trust Ben more than I trust you.”

“You should heed their words,” Vilgax warned him darkly. “I have refrained from attacking you as a courtesy to Ben, but my patience is running thin. Try to shoot me again, and I will retaliate. So make your choice, Maxwell.”

Ben felt sick. His hand was cold and clammy on the Omnitrix, its familiar ridges feeling wrong in a way he couldn’t describe.

He didn’t want to fight his grandfather.

He wanted to believe that this was all just an awful misunderstanding. He wanted to believe his grandfather had a good reason for his actions. That maybe Vilgax himself was mistaken or blowing things out of proportion…

He looked at his grandfather and tried not think what was going to happen if he didn’t drop his weapon.

Then with an expression both fearful and resigned, Grandpa Max lowered his cannon.

“I’m not going to fight my family,” Max said and let the particle cannon clatter to the ground. (Not again. Never again.) “But you are making a mistake. You can’t trust Vilgax: he will only stab you in the back.”

“And you know so much about backstabbing, Maxwell,” Vilgax hissed. “Or have you forgotten our last encounter on Murray?”

“The planet you conquered?” Max scoffed. “How could I ever forget? Your paranoid delusions led you to enslaving your own people!”

“Even now you are nothing but a mindless Plumber lapdog spouting their lies! And if you think me delusional… Then what about Petropia? Or the fate of the Rooters?”

“What are you even talking about, you crazy conspiracy theorist?!”

Last time he checked, the Rooters, the Internal Investigation unit of the Plumbers, was working as usual. And what did Petropia, the planet neither of them had ever been to, had to do with anything?

Vilgax laughed. He laughed and laughed, his breathing mask struggling to keep up. “You arrogant, self-righteous bastard! Do you truly not know what your precious Plumbers have done? After all these years, you still haven’t bothered to look?!”

Max scowled. For a moment, he was back in a grimy fuel station on a middle-of-nowhere asteroid, listening to his then-friend lay out his insane theories accusing the Plumbers of countless crimes he had no proof of.

“I know that you have a grudge against the Plumbers for no good reason. I know that you took over Murray. I know–”

“You know only the lies they have fed you!” Vilgax roared. “I thought you were my friend, Max, but when they ordered you to kill me, you didn’t even hesitate! Our friendship was nothing but a sham and if there is anything I regret, it is letting you live in the aftermath!”

Max bared his teeth, “Likewise, Vil. I should’ve killed you when I had the chance!”

“Then why don’t I finish your job for you, Max, dear?” a hauntingly familiar voice said.

A purple glow covered Vilgax and lifted him in the air before throwing him through several destroyed buildings. Then the same glow encased Kraab and sent him flying into the ruin, forcing it to collapse and bury them both.

Max turned around and gasped at the sight of a beautiful green-skinned Uxorite in Plumber uniform hovering in the air. “Xylene?!”

She smiled at him, her purple eyes crinkling slightly, “Max… It’s been so long since I have seen you last.”

Then she leaned closer and kissed him.

It was her.

It was her, it was her, the woman who sent the robots, the woman who threatened to kill him! And now she attacked Vilgax and she was kissing Grandpa Max and that meant that everything Vilgax said was true.

Ben felt deathly cold when he turned the dial and slammed his hand over the Omnitrix. His body grew and crystallized into the shape of Diamondhead and he released a row of sharp crystals at both of them.

Xylene didn’t break the kiss, didn’t even move, but the crystals glowed purple and flew right back at him. Kevin and Gwen dropped to the ground with a startled cry and Ben raised a crystalline wall in front of them.

Then he stomped his foot, making a row of crystals erupt from the ground, heading straight towards Xylene again. She pushed Max away, gently enough he barely stumbled, and rose higher into the air.

“It’s such a rarity to see a Petrosapien nowadays…” she mused with a smile.

“She is the one who sent those robots,” Ben said flatly. (He was so cold.) “She wants to take the Omnitrix. She threatened to kill me. And… you’re kissing her?”

“Xylene… Is this true?” Max asked. He looked shocked. Hurt. (Good. So was Ben.)

She looked down at him, “The Omnitrix is the property of the Plumbers. It belongs to us by law. Surely you understand why I need to take it back?”

Ben changed his arms into crystal blades and rushed at her, only for Xylene to encase him in the same purple glow she had used on Vilgax. However, instead of throwing him away, she dragged him closer. Then the dial on his chest glowed purple too and reverted him back to human form.

“A child? A mere child?!” Xylene snarled. Then her expression smoothed out, “The Omnitrix isn’t a toy for you to play with, little boy, so I’m going to take it away.”

The purple glow covered the Omnitrix and started to pull. First pressure, then ache, then pain, and Ben screamed when his skin started to tear.

Then it stopped and he fell down, right into Gwen’s arms. He curled in and pressed his left arm to his stomach, clasping his hand over the bleeding wound where the upper edge of the Omnitrix was fused to his skin. His eyes watered and the slick feeling of blood under his fingers made him sick.

He looked up to see Xylene holding his grandfather in the air before her. “Why did you stop me, Max?” she asked in a mild voice. “I told you, the Omnitrix belongs to the Plumbers. I am merely trying to take back what’s mine.”

“You hurt my grandson!” he snarled back.

…Did that mean he wouldn’t have cared if it was some other person she was hurting?

“And why does it matter who this boy is?” Xylene asked. “You know the rules, Max: the ends always justify the means and the word of the High Command is law.”

The Omnitrix glowed purple once again.

Xylene sounded so earnest, as if she truly couldn’t understand that Max cared about Ben more than he did about what the High Command wanted.

‘That didn’t seem to be a problem when you hunted down your brother or tried to kill your friend,’ a voice that sounded like his sister echoed in his mind.

Max felt sick.

Kevin sent a bolt of lightning at Xylene, but she threw him away with barely a glance and he slumped against the broken husk of the robot with blood dripping down his temple. Then Gwen shot her with a laser, forcing Xylene to dodge and breaking her concentration enough to release Ben. She crushed the laser in retaliation, the shards of metal tearing through Gwen’s hand.

Max snarled in rage, but her mental grip on him didn’t waver. She kept him suspended in the air, utterly helpless. Then Xylene started to pull on the Omnitrix again.

And then a building behind her exploded, finally distracting her enough to allow him to break free. Xylene caught the rubble in her telekinetic grip before it could hit her and sent it back at Vilgax.

She tried to grab him too, but Kraab dove out of the ground and shot her, forcing her to dodge and allowing Vilgax to close in. Ever the ranged fighter, Xylene flew up, trying to put some distance between them.

Vilgax jumped up and nearly caught her again, but Xylene’s telekinetic powers stopped him in his tracks. She threw him down, right at Kraab, who had barely managed to dig himself back underground in time. Vilgax stood up, seemingly unfazed, and hurled a chunk of the metal rubble at her like a spear.

Xylene grabbed the projectile with telekinesis and threw it back at him. Vilgax dodged easily and Kraab used her momentary distraction to shoot her again. Xylene dipped slightly in the air to avoid the attack and yanked him out of the ground with a wave of her hand. She focused her telekinesis on his pincer that was hiding his blaster, no doubt attempting to crush it or rip it off, but Vilgax jumped up and grabbed her tail in a crushing grip.

They all fell: Xylene wasn’t able to levitate with a heavy Chimeran hanging off of her, nor could she keep holding Kraab. But she didn’t give Vilgax a chance to bring her down. Half of her tail detached lizard-like, spraying bluish blood as it writhed in Vilgax’s hand, and he crashed on the ground while Xylene remained hovering in the air. Then she grabbed Vilgax with her powers and sent him flying into the rubble once again.

Then she turned her attention back to Ben.

Ben wrapped the dirty hem of his shirt around his arm, trying fruitlessly to stop the bleeding. He wanted to throw up.

Gwen dragged him away from the fight and together they staggered towards Kevin and tried to shake him awake.

“Come on, we have to get to the Rustbucket,” Gwen whispered, sounding close to tears. “There’s a weapon there–”

“Then go and get it, now!” Ben ordered.

Gwen nodded and bolted away. The purple glow stopped her in her tracks.

“Where are you running, child?” Xylene asked sweetly. “Do I need to kill you too?”

Then an energy blast shot her in the back and sent her crashing into the demolished building.

Max charged his cannon again, “Run!”

With a scream of rage and pain, Xylene burst out of the rubble. She coughed, blood dripping down her chin, and bent over with one arm wrapped around her ribs. The material of her uniform was melted off her back and burned into her skin and blue blood still dripped from the stump of her tail.

“Are you trying to kill me, Max?” she wheezed and stretched a hand towards him.

It glowed purple and so did the alien weapon. Then she curled her hand into a fist and the cannon was reduced to scrap metal.

Max threw the mangled weapon away before it exploded. “What was your first clue?!” he snarled and rushed towards her.

She stopped him, but her hand was trembling with effort. She couldn’t even lift him, only freeze him in place. And then Kraab shot her again, right in her already injured back, and with a cry of pain Xylene crumpled to the ground.

Max stared at Xylene’s bleeding form, at the charred muscles on her back and the broken ribs bulging under her skin, and couldn’t find an ounce of pity within himself. For all that they had a few flings back in the day, she had always set him on edge. She was too vicious, too prone to reinterpreting her orders and causing unnecessary damage, too unstable…

But he never thought she’d sink so low as to attack a city full of innocent people and try to dismember a child. Did she finally go off the deep end? Or was she always like this and he never noticed it because that murderous intent wasn’t directed at him?

Why did the High Command have to send her of all people to retrieve the Omnitrix? (Did they? Did they really? Max only had her word to go on and Xylene would hardly be the first Plumber to go rogue.)

Then one of Xylene’s tentacles twitched, curling around something small.

“Drop it, now!” Kraab growled, keeping his blaster trained on her.

The tentacle loosened and a small transmitter clattered to the ground.

“Your ship has been destroyed,” Vilgax rasped. “Calling for help is useless.”

Xylene smiled, exposing bloodied teeth. “I’m not calling anyone. I have all I need right here.”

The broken insides of the giant robot started to shake. Its metal husk bent inwards, sucked into something akin to an artificial black hole. The wind picked up as the air, dust, and pieces of rubble were pulled in.

Vilgax hauled her up by her right tentacle. “What have you done?!”

“You will all die here!” Xylene howled and ripped herself out of his grip, leaving her tentacle in his hand.

She rose into the air but Kraab’s blaster shot sent her hurtling towards the black hole, its gravity pulling her closer. Xylene screamed in rage and stretched out her hand, activating her powers. Vilgax was too heavy for her to lift and Kraab dug himself back underground, but in the seconds before she vanished into the mangled husk of the robot, she managed to pull Max towards her.

His life didn’t flash before his eyes but in the endless second of freefall towards the event horizon Max felt nothing but regret.

Then a massive hand clamped around his leg in a bruising grip.

“…Vil?” Max whispered, barely able to believe his eyes.

Vilgax pulled him closer and wrapped one arm around him, his massive weight more than enough to keep them both grounded. “I’m not doing this for you, Maxwell! Kraab! Get the children!”

“What is happe– Aaaahhh!”

“Gwen!”

Max looked up to see his granddaughter being pulled towards the black hole. Kraab closed his pincer around her just in time. He was holding Ben and Kevin in his other arm and his legs were buried deeply into the ground, but they were all far too close to the point of no return.

Then he saw the Null Void projector Gwen was holding. “Gwen!” Max yelled. “Shoot that thing!”

She pointed the projector at the metal husk and the black hole within it… and hesitated.

“You can’t make it worse!” Ben shouted and Gwen squeezed the trigger.

The beam of energy connected with the broken metal surface and the gravity pulled the projector out of her bloodied hands mere moments later. For a second nothing happened, then a bright yellow glow consumed the remains of Xylene’s robotic monster and it vanished into non-existence, taking the projector with it.

Ben sat on the broken piece of asphalt and stared numbly at the ruined buildings. They had managed to intercept the robots fairly close to the edge of the city, so the destruction wasn’t as widespread as it could’ve been.

It wasn’t enough.

He had turned into XLR8 the moment the Omnitrix allowed him to and rushed through the demolished part of the city, digging the injured people out of the rubble. Some he carried to the hospital, others he left in the care of the medics and firefighters already on the scene.

It wasn’t enough.

This was all Ben’s fault. If he wasn’t there, if he didn’t have the Omnitrix, Xylene wouldn’t have attacked.

He was no hero. All he did was put others in danger.

“I could’ve avoided this,” Ben muttered. “All of this.”

He felt more than heard Vilgax’s heavy footsteps.

“You did all you could under the circumstances,” the alien said. “Don’t blame yourself for the actions of others. Instead, lay it at the feet of those who have earned it.”

Ben stared at the Omnitrix and the bloodied bandages wrapped haphazardly above it. Even the pain felt distant and unreal. “They’re gonna come after me again, right? The Plumbers. They’re not gonna stop. As long as I have this thing…”

“You wish to remove the Omnitrix?” Vilgax asked.

Ben dug his fingers into his wrist. Pain resonated through his forearm, making his eyes water. “I– I shouldn’t have it. I found it by accident. I don’t– I don’t deserve it.”

His vision was growing blurry with tears when Ben felt metal claws press under his chin with surprising gentleness.

Vilgax lowered himself to one knee, though he still towered over Ben. “It might have been an accident, but you have more than proven your worth. You kept the Omnitrix safe from those who would misuse it. You have used its power to help others, risking your life again and again. How many people wouldn’t even be alive right now if not for you?”

“…It’s not enough,” Ben choked out.

“It is. Never doubt that.”

The red light washing over them and the feeling of being pulled somewhere while staying still was certainly an unusual one. Their surroundings faded out to be replaced with different ones in an unpleasantly dizzying way.

Gwen winced and clutched her bandaged right hand. It also didn’t help her injuries in the slightest.

“Ow. I think I hate this,” Kevin groaned, swaying on his feet. “My head…”

Gwen let him lean on her shoulder and nodded in agreement, “Bad.”

“Which is why we’re in the infirmary,” Kraab said. He took a step forward and staggered, “…I think I have a concussion.”

A tall purple alien with four tentacles instead of legs helped him stand. “Teleportation has been known to aggravate pre-existing injuries.”

“Eellias, treat the children, then Kraab and myself,” Vilgax ordered. Then he glared at Max and added, “Keep this one under guard.”

Max looked like he wanted to protest but then thought better of it.

Eellias waved over several aliens: a caterpillar in a robot suit, a humanoid bird, and one that looked like Ripjaws, surprisingly enough. “We have enough hands around here to multitask.”

“I’m fine, it’s just a few cuts,” Gwen tried to protest when the bird alien pointed some scanner at her.

“Don’t argue with the medics,” Kraab advised. “They are vicious and vengeful and they never, ever forget anything.”

“Neither do I,” a red-eyed black and white alien said. “Which parts of your cybernetics do I need to repair this time?”

“Knocked my head a little but that’s about it,” Kraab replied. “You better ask our illustrious captain how much blood he has spilled today.”

Vilgax stretched his arms, showing dark spots of crusted green blood. “A side-effect of the boosters, nothing more.”

“Which I specifically told you not to use without further testing! It’s experimental tech!” Eellias snapped and waved his hand irritably, “And sit down, I can’t reach you.”

Vilgax did so without further protest and the medic resumed his fussing.

Normally, Ben would’ve been excited. He was in space, on a spaceship, surrounded by aliens, and the one treating him was a species he himself could transform into. What was there not to love?

But he just felt numb.

He blankly watched the Ripjaws look-alike unwrap the bandages and cover his sluggishly bleeding arm with greasy paste. It felt slick and disgusting and smelled like burnt tires, but it took away the pain.

Ben didn’t ask whether it was safe for humans. The medic probably knew what he (she? Ben couldn’t really tell) was doing far better than him. The alien wrapped his arm in what felt like thin plastic or duct tape (Ben squashed down the memories of his abduction) and declared him free to go.

Ben remained in his seat, not even reacting when Gwen walked towards him after the bird-like medic had removed the bandages and covered her hand in the same paste and plastic wrapping.

She sat down near him, their shoulders brushing, “Will you tell me what happened when I wasn’t around?”

Ben nodded silently.

It took some time to recap the events he had been part of. Kevin had joined him mid-tale, offering his own point of view.

Then Ben told his cousin everything he had learned from Vilgax.

Gwen listened to the tale of murder and corruption, of an interstellar war instigated by those who claimed to protect the galaxy, of planets enslaved and lives destroyed.

When he was finished, there was the same fear and mistrust in Gwen’s eyes as Ben was sure there was in his own.

“What do we do now?” she whispered.

Ben wished he knew the answer.

The damage to Kraab’s cybernetics was minor enough that his expertise wasn’t truly needed and SixSix could handle the bridge for now. Psyphon had a different task set before him.

He led the three children (at least, that was what Kraab’s report stated, but age was notoriously hard to discern in aliens) into his lab, his captain joining them after a brief argument with Eellias. Then he fired up the scanner and beckoned Ben closer, moving the Omnitrix into the scanning range.

Psyphon hummed quietly when the first results came up on the screen, “It seems that our assumptions have been correct.” Slightly louder he added, “Captain, the Omnitrix appears to be Galvan in origin.”

“Do you know who created it?” Gwen asked. “And how did it end up on Earth? Kraab didn’t tell us anything when we first met.” She laughed bitterly, “No freaking wonder…”

“Random chance for the latter,” Psyphon replied. “Your planet was simply the one above which we destroyed the courier’s ship.” While he talked, he kept adjusting the scanner: the Omnitrix wasn’t going to give up its secrets that easily. “As for the former… Unfortunately, we know very little. From what we have managed to piece together, the Omnitrix was a weapon commissioned by the Plumbers, but its creator started to have second thoughts. They took the Omnitrix and tried to disappear but the Plumbers found them. Or, at least, found the Omnitrix. Except the Plumbers weren’t able to keep the entire ordeal under wraps.”

“Which is where you come in,” Kevin said.

Psyphon nodded, “Quite so. Now, since the scanner needs more time to analyze the Omnitrix… Kraab mentioned that you wanted a DNA scan?”

“I– I guess?” Kevin rubbed the back of his head, wincing slightly when he touched the bandages there. He laughed without mirth, “I wanted to know what I am ever since I got my powers. But it all seems so small now. Insignificant.”

He awkwardly trailed off and shoved his hands in his pockets.

“I am capable of multitasking,” Psyphon said dryly. He dug out a somewhat outdated handheld genetic analyzer and unfolded the sampling pad on its side. “Put your hand here and don’t remove it until after I finish the scan.”

The child obeyed, staying still for the brief time the analyzer needed to work.

Psyphon had to admit, he was getting curious himself. Kraab had suggested that the child was an interspecies hybrid, which Psyphon found somewhat hard to believe. Gene-splicing technology was rather expensive and not widely used (not to mention, there was still some stigma against lab-grown beings), so finding a hybrid on the outskirts of the galaxy was a little strange.

The results of the scan were even stranger. Psyphon frowned at the scanner. “I don’t see any markers. That’s–” He shook his head and tried to explain, “DNA splicing always leaves marks, yet for some reason your genome lacks them completely. I don’t know who created you, but they must’ve had access to technology leagues above the one we have available.”

Kevin gave him a strange look, “Uhhh… I’m pretty sure my mom would’ve known if I was made in a lab.”

Psyphon frowned even more, “Are you trying to say that you’re natural-born?” He looked at the scanner again, “Your DNA looks nothing like that of part-Anodites and they are the only known species capable of interbreeding with others.”

“Does that mean I’m a human mutant?” Kevin asked.

“Doubtful. While the majority of your DNA corresponds to that of a baseline human, there are too many derivations for a simple mutation to account for. I admit, you’re quite an enigma.” Psyphon folded the scanner, “Unfortunately, without access to better equipment, this is all I can tell you.”

Kevin sighed, “Well, better than nothing. Thanks anyway.”

Psyphon nodded distractedly, his attention returning to the Omnitrix. The scan should be close to completion.

Psyphon had finished scanning the Omnitrix (from what Ben managed to catch, it was too well-shielded to properly study this way) and now he was physically tinkering with the device.

Ben hoped he would find a way to remove it.

The alien had managed to raise the dial and take off the cover, and now he was digging inside it with tweezers. Finally, Psyphon pulled out something incredibly small and put the cover back on. He rotated it back and forth in a strange pattern and the plunger sank back in.

“Well? Can–” Ben paused, suddenly aware that Gwen and Kevin were in the hearing range. (He didn’t want to explain his reasons. Didn’t want them to worry.) “If the Plumbers attack again, can they steal the Omnitrix?”

The alien shook his head, “I don’t think anyone will be able to remove the Omnitrix now, aside, perhaps, from its creator. Granted, the Plumbers have more information on the Omnitrix and better technology than we do, but it appears that Xylene’s attempt to remove it has either activated some type of a defense system or damaged the unlocking mechanisms.”

“She didn’t try to remove it: she tried to rip it off!” Gwen hissed.

Psyphon shrugged, “Her mistake then. As I said, it activated something. The Omnitrix seems to be growing, deepening its integration. As far as I can tell, soon enough ripping it off will not be an option either.”

Ben felt his heart sink. That meant he was still a danger to everyone on Earth.

“But you shouldn’t worry about the Plumbers so much,” Psyphon continued and raised the small thing he took out of the Omnitrix. “Without the tracker, they will not be able to find you. Even with their superior scanners, the bare signal is much harder to zero in on, so if we destroy it–”

“Not yet,” Vilgax interrupted. “We need the tracker active when we leave this planet.”

Psyphon perked up, “A false trail? Yes, that will work even better. We’ll keep it active until the Plumbers fully focus on us–”

“Wait!” Ben cried. “I can’t just let you guys put yourself in danger for me!”

Vilgax laughed, “Child, I have been declared the enemy of the Plumbers long before you were even born. This hardly changes anything.”

“It doesn’t feel right…” Ben muttered.

“Allowing Maxwell to walk free and leaving you with him doesn’t feel right to me either,” Vilgax replied.

“Don’t worry, we’re not gonna trust him any time soon,” Gwen said bitterly. “But we can’t just give up on him. He’s– he’s still our grandfather. He fought Xylene. And… he does care about us. This can’t all be a lie! And if he really doesn’t know what the Plumbers have done–”

Vilgax scoffed, “So you wish to show that blind fool the error of his ways? Others have tried already, myself included. It never ended well. For them.”

Ben knew that now, but he had to try. “We have to give him a chance. One chance.”

One chance to tell the truth. One chance to make a better choice. Ben owed his grandfather that much. (He didn’t know what he would do if Max refused to take it.)

Vilgax gave him a long searching look, “Are you aware that I am well within my rights to take Maxwell into custody and bring him to the galactic court to be judged for his crimes?”

Ben swallowed thickly, “Will you?”

Seconds ticked by in silence before finally Vilgax sighed, “…No. Once upon a time, Maxwell had been my friend. This may be foolish hope, but I will allow you to try.”

Ben slowly exhaled, “Thank you.”

“Don’t thank me yet,” Vilgax said and offered him a small coin-shaped device. “If Maxwell attempts to harm you or the Plumbers track you down despite our efforts, you can use this beacon to call for help.”

“Although you can’t use it for actual communication,” Psyphon added. “That would’ve made it too easy to trace and the last thing we need is attracting the wrong kind of attention. It will also work as a tracker, allowing us to find you.”

Ben pocketed the device and tried to smile, “Got it. Thanks.”

“And Ben…” Vilgax clasped his chin and forced Ben to look up. “You do deserve the Omnitrix. Never think otherwise. And while you have only scratched the surface of its capabilities, I look forward to the day you unlock its true power.”

They said goodbye to Vilgax and his crew and teleported to the ruined streets where the Rustbucket was waiting for them. Gwen took a moment to look at the sky, hoping to see the alien ship leave orbit. It was too far away, of course, and she lowered her head, grounding herself in the here and now.

Nobody tried to talk as they piled into the RV and Max drove them away. They all wanted to get away from the city and any uncomfortable questions that might be directed at them.

The sun was starting to set when Max deemed the distance to be enough and drove off the road into a small forest nearby. Gwen wondered idly if it was the same forest where they met Kraab. It was hard to believe this had only been today. So much had happened since…

She stayed huddled with Kevin and Ben at the very back of the RV, when her grandfather left the driver’s seat and walked towards them.

“I guess, you have questions,” Max said slowly. At least he had the decency to look guilty when his gaze locked onto the bandages wrapped around their injuries.

“That depends,” Ben said flatly. “Are you finally going to tell us the truth?”

Chapter Text

A tiny, ramshackle ship slowly approached the planet. It stopped on the orders from the defense system and waited to be allowed through. It took so long, its captain was starting to wonder if the answer would come at all, but at long last he was allowed to pass.

He directed his vessel down the narrow passage that had been opened, knowing that any deviation from the path would be met with hostility. The vessel broke through the clouds and its captain watched the steadily approaching landmass that jutted out of the planet-sized ocean.

He had been there before, more than once, but he never thought he would have to come as an enemy. And all it took was for one power-hungry person to take over the planet.

He sighed and leaned back in his seat. He didn’t particularly like the so-called Code of Conduct passed by the Galactic Senate that stated that each planet had to have a designated champion and whoever defeated them was declared the new ruler, but he could understand why this law had gained traction. The horrors of the Pyros-Piscciss war were still fresh in everyone’s mind and the Code was seen as a way to avoid unnecessary bloodshed.

At least the Plumbers were fast enough to assign their own agents as champions to protect some of the planets, but the law was still open to abuse. He just never thought that the first one to twist it would be his former friend.

He landed his tiny ship on a small and strangely empty platform and stepped outside. He leaned against the fuselage and looked at the clouded sky. It wasn’t raining yet but the air felt wet and electrified.

Murray was well-known for its storms.

He didn’t have to wait for long and soon an all too familiar Chimeran stepped onto the landing pad. “Max… Don’t tell me you flew here in this junk.”

He shrugged with a rueful smile and patted the side of his vessel, “It brought me here, didn’t it? There would’ve been too many questions if I flew a Plumber craft off the clock.” He shoved his hands into his pockets, trying for nonchalance, “I’m surprised you’re here alone, Vil. Shouldn’t the new ruler of the planet have bodyguards? Or are you trying to keep a low profile, like I am?”

Vilgax waved a hand in the air, “I might be Murray’s champion but I have no interest in ruling it.”

As if Max would ever believe that! Murray already had a champion, one officially issued by the Plumber High Command. But the metaphorical ink hadn’t even dried on that document, when Vilgax fought and defeated the champion, announcing himself as the new ruler.

“I’m glad you came, Max,” Vilgax continued. “I didn’t think you would.”

“I couldn’t afford not to,” he replied and that was completely true.

Vilgax couldn’t be allowed to remain in power. And it was Max’s job to deal with him as the one who had failed to notice and put a stop to this insanity in time.

His heart was pounding in his chest as he walked towards Vilgax. Closer… closer… closer…

Then Max whipped a tiny blaster out of his right pocket and aimed it at his former friend. Vilgax caught his hand before he could fire but that was fine. A small weapon like this wouldn’t have harmed him anyway. It was nothing but a distraction.

With his left hand he activated the smallest stun mine the Plumber scientists could create. Something even Murray’s sophisticated defense system hadn’t been able to detect.

The energy both like and unlike electricity coursed through Vilgax, bringing even the powerful Chimeran to his knees. Max doubted it would be enough to incapacitate him for long but that was fine too. He had no other weapons (the defense system wouldn’t have let him smuggle in anything more dangerous) but his craft was easy enough to rig into a bomb. Obtaining a new one was going to be complicated, but Max had faced worse problems before.

He ran towards the vessel before something hit him in the back and slammed him into the fuselage and Max blacked out.

When he came to, he could barely breathe. He scratched at the clawed hand holding him by the throat but Vilgax only hauled him higher until his feet dangled in the air. Over his shoulder Max could see Chimeran soldiers approach with guns raised.

“I knew you couldn’t be trusted, you treacherous rat!” Vilgax spat out. “I should kill you for this but luckily for you, Maxwell, I don’t delight in cold-blooded murder. But mark my words: should I see you again, I will not be so lenient.”

Vilgax tightened his grip even more, blocking his air supply completely, and Max blacked out again.

The next time he woke up, he was back in his craft, the autopilot carrying him away from Murray with nothing but a ring of bruises on his neck to prove that this encounter ever happened.

Gwen stared at her grandfather in stunned silence.

“I can’t believe it…” she whispered when he finished his tale. “You’re not even sorry?! You tried to kill your supposed friend and you don’t even regret it?!”

Max reeled back slightly, “What? No, Gwen, can’t you see? Vilgax–”

“–Didn’t do anything wrong,” Kevin said flatly. “You just said it was the law.”

“No, no, don’t you get it?” Gwen sneered. “It’s totally okay for Plumbers to take over other planets, but when people try to fight back, it’s suddenly bad! Gee, grandpa, way to make me feel stupid! I should’ve totally guessed it was gonna be like this when you lectured Ben and I for keeping secrets but thought it was okay to keep your own! You’re such a hypocrite!”

“I was retired, Gwen! I had no contact with the wider galaxy, I didn’t know anything about the Omnitrix… What was the point of telling you anything when my past had no effect on the present?”

“Hah! No effect?!” Ben raised his bandaged left arm, “The Omnitrix fell on our campsite only because it detected a Plumber signal from the Rustbucket! So don’t pull this ‘past in the past’ crap on me! You were kissing that woman right after she tried to destroy a whole city and now you’re not even trying to apologize! You’re just making excuses!”

Max’s expression faltered, “Ben, I’m– I’m sorry about Xylene. What she did was horrible but for all I know, she has gone rogue. You can’t side with Vilgax over this!”

“Vilgax saved my life! And yours too!”

“He’s delusional, Ben! He can’t be trusted!”

Gwen scowled, “What about his crew? Like Kraab and SixSix? You know, the guys who saved us all? Are they delusional too?”

Max visibly wavered and Kevin scoffed, “You just can’t admit that you fucked up, so you keep blaming Vilgax for everything.”

“But it wasn’t just Vilgax, right?” Ben said and leaned onto his friend for support. “What about Gordon, your brother?”

“How do you– Did Vera tell you about him?”

“Does it matter who told us? He was your family and you tried to toss him into prison!” Gwen shouted. “How could you?!”

“He went rogue, Gwen! I had to–”

She glared at him, eyes flaring magenta, “You had to trust your family! He told you and Vilgax told you that Plumbers were rotten, but you didn’t listen just because you didn’t like it!” She crossed her arms and sneered, “Is that what’s gonna happen when we do something you don’t like? You’re gonna try to kill us? Throw us into prison? Sell us to your crazy evil Plumber friends?!”

“The Plumbers are a peace-keeping organization. We’re the good guys!”

“Oh! So you’re not even gonna deny that you’re gonna sell us out?!” Gwen scowled.

“Stop twisting my words!”

“Why not?!” Gwen shrieked. “That’s what you’ve been doing all this time!”

“And the only Plumbers we’ve met so far are a homicidal creep and a big fat liar!” Ben hissed.

Silence fell between them before finally Max said in a defeated tone, “You’re just going to stubbornly ignore everything I say, aren’t you?”

Gwen scoffed, “You’re the one who’s not listening.”

Max crossed his arms, “It’s Vilgax’s word against mine–”

“Vilgax, Kraab, Psyphon, SixSix, Eellias…” Ben muttered.

“And let’s not forget Aunt Vera,” Gwen added.

“–So how about this? My old Plumber partner, Phil Billings, should be on Earth right now. He can corroborate my story. Will this convince you to not blindly trust Vilgax?”

Ben and Gwen exchanged incredulous looks.

“You think we’re gonna trust some creep that worked for Plumbers?” Gwen asked. “Yeah, right! I bet he’s a liar like you!”

“Yeah, he’s totally gonna try to rip off my arm, just like Xylene did,” Ben huffed. “But you know what? Fine. Let’s go see him. But after I kick his evil butt, you’re gonna apologize to everyone, Vilgax included.”

Max watched through the rearview mirror as the children shuffled around, getting ready for sleep. He could’ve called it a day too, but he wanted to see Phil as soon as possible (wanted someone to tell him that he had done the right thing), so he kept driving through the silent night.

The bright stars above seemed to mock him, calling old memories to the surface. Past and present mixed in his mind: all the things he did and didn’t do. All the things he should and shouldn’t have done.

Max briefly closed his eyes and banished the treacherous whispers of doubt. Tomorrow he would talk to Phil and show his stubborn grandchildren how big of a mistake they were making. Phil would support him. Phil would agree with him. There was no other way because Max was right and did the right thing.

(Because if he was wrong, if he had been lied to, if he hunted his own brother and tried to kill an innocent person, his supposed best friend, on a word from a corrupt organization that had been merely using him… It didn’t bear thinking about.)

Ben rubbed his temples, trying to ease the throbbing headache. He hadn’t slept for even a second. And how could he, when he still wasn’t sure whose side his grandfather was on? He could only lie in the darkness and clutch the interstellar beacon like a lifeline.

“That’s the place?” Ben asked and tugged on the left sleeve of his (technically Kevin’s) black hoodie. Psyphon had told him that without the tracker the Omnitrix gave out a detectable signal only when it was in use, but Ben still didn’t want to walk around with it exposed.

“Looks… weirdly normal,” Gwen commented, looking at the quiet suburb and the rows of neat houses.

Kevin shrugged, inching closer to a nearby lamppost to charge from it, “So do we.”

“…Point.”

“It has to be Phil’s home,” Max said. “He has changed both his phone number and his address, but the Rustbuckets are fairly easy to track, as long as you have one.”

When he went to ring the doorbell, Gwen flexed her bandaged hand, the plastic wrapping shifting slightly, and tiny sparks of magenta glowed on her fingertips. “Get ready, guys.”

Ben shoved his hand into his sleeve to wrap around the dial of the Omnitrix. His nails caught on the edge of his own bandages: unlike Kevin, who had healed his injuries after transforming into Upgrade, any damage Ben suffered in his human form stayed with him.

The door opened, revealing a tall, lean man with greying black hair. “Can I help you– Max?!”

“Hello, Phil. It’s been a while.”

“I certainly didn’t expect to see you of all people on my doorstep,” Phil replied. He didn’t look particularly happy about that. “Any particular reason you came here?”

Max let out a strained laugh, “Why, you almost sound like you don’t want me to be here, partner!”

Ben narrowed his eyes. That was true: Phil looked wary more than anything. “Something here isn’t right…” he whispered, his fingers convulsively tightening around the Omnitrix.

Gwen nodded, “Okay, change of plans: follow my lead.”

She ran towards their grandfather, “Grandpa! Is this the guy we were supposed to meet?” She beamed at him, “Hi! I’m Gwen! And you’re Phil Billings, right? Is it true that when you worked with grandpa as plumbers, you were invited to make repairs in the White House?”

“Oh, man! It’s just like a dweeb like you to be interested in toilets!” Ben jeered loudly, forcing himself to release the alien watch. “You’re so lame, I can’t believe we’re related!”

“And I can’t believe I’m related to someone who hasn’t showered in three days!” Gwen sneered back. “Both of you are stinking up the Rustbucket!”

“Who needs showers when there are so many way cooler things to do?” Kevin laughed. “Comic books, videogames–”

“–Hiding stinky seaweed in my stupid cousin’s shoes,” Ben continued. He snickered at her very convincing scream of rage and pretended to jam out on an invisible guitar, the alien medicine having healed his left arm enough that moving it no longer hurt. “Oh yeah! Let the prank war continue!”

All this time he kept an eye on Phil, gaging his reaction. The man was gaping like a fish and Ben mentally congratulated his team on their act.

“These children… are they yours?” Phil asked in astonishment.

“My grandchildren. And their friend,” Max replied, seemingly unsure how to react.

Ben scoffed inwardly. What, did he think they would just meekly stand back and let him control the situation? As if! Then he whined loudly, “Ugh, can we swap? I want Kevin to be my family, not the stupid queen of cooties!”

Gwen smirked, “And I want to sell you both into a circus, but we can’t all get what we want.”

It seemed like Max had finally caught on. He gave his former partner a rueful smile, “I swear, they’re usually better behaved. But the cabin fever was starting to get to them a little, and since our roadtrip brought us all over the country, I thought, why not take this chance to visit my old buddy Phil?”

Max was a decent liar but Phil wasn’t buying what he was trying to sell. Yet whatever the real reason for his visit was, the presence of the children was both unnerving and reassuring. For all his faults, Phil highly doubted his former partner would openly attack him and risk them getting caught in the crossfire.

Phil stepped back and waved them all in, “I’m sorry. I live alone, so I often forget my manners. Come in, please. You can stay for a bit, if you want, though my fridge is a little empty since I haven’t been expecting any guests today.”

He had been expecting guests, ever since the news reports had shown robots and aliens back on Earth, just not the friendly kind and more of a type who wouldn’t hesitate to throw him into the Null Void. But for now, he was reasonably sure that Max wasn’t here to be his executioner.

At least, not yet.

“Thank you for having us, Mr. Billings!” Gwen chirped, entering the house. Her sharp eyes catalogued every detail but there didn’t seem to be anything unusual around.

They needed a more thorough investigation.

“Can you please tell me where the bathroom is?” she asked next. “I’d like to wash my hands.”

Phil pointed towards the stairs.

Gwen cheerfully thanked him, then started to pull Ben and Kevin upstairs, “And you are going to wash your hands too, even if I have to dunk both of you into the sink!”

They made some token protests but the moment they were all out of sight, Ben whispered, “What’s the plan?”

Gwen bit her nails, “You saw it, right? Phil doesn’t want grandpa to be here. Doesn’t seem to trust him.”

“Do you think he’s Red Cross?” Kevin wondered.

Vilgax had told them about Red Cross: they were renegade Plumbers who took a stand against their corrupt organization. Many of them kept their admittedly useful Plumber uniforms but painted them with large red X across the chest as a sign of rejection, which was where the name came from.

Unfortunately, Vilgax had known only a few of them by name, such as their Great Uncle Gordon. The Plumbers organization was huge, and so was the number of renegades.

“…Could be,” Ben admitted.

“Then we should look around, see if we can find some proof.”

Ben pulled on the edge of his left sleeve, “Should I?”

That was a good question. If they were wrong, if Phil still worked for the Plumbers, if he had any tech that could detect the Omnitrix…

“Can’t keep it secret for long anyway,” Gwen decided. “Go Ghostfreak and eavesdrop on them. Check the first floor too. Kevin, check the garage and the basement. I’ll take this floor and the attic. We’ll meet here in ten minutes.”

“Why are you really here, Max?” Phil asked once the children were out of earshot.

Max raised an eyebrow, “Do I really need an ulterior motive to visit my old friend and partner?”

Phil scoffed, “Cut the bullshit. I’ve seen neither hide nor hair of you for over a decade, but the moment some strange alien activity hits the news, you’re suddenly here?”

“Well, you’re not the easiest man to find. If you haven’t kept the Rustbucket…”

“I’m retired, Max, and I like my privacy. The mere fact that you bothered to track me down already tells me a lot. So I ask again: what do you want from me?”

If this guy was lying, he sure was a good actor, Ben mused as he hovered invisibly near the ceiling. However, one look at Max’s uncertain expression confirmed that whatever was going on here, they weren’t in on it together.

All things considered, it was a pretty good sign.

“Say, Phil, have you heard anything about what’s happening out there right now?” Max asked.

Phil gave him a sharp look, “The galaxy is a big place, Max. You have to be a little more specific. And besides, isn’t it an official Plumber protocol that retired agents are not supposed to have access to any information?”

Max smiled, “Well, we’re not exactly supposed to keep any tech either, but look at us: both with the Rustbuckets.”

“Is this somehow connected to the news claiming there are aliens around?”

Ben felt a cold shiver run down his back. There were news reports about him?! He hoped there was nothing connected to his human identity, but it was still worrying. He’d have to be more careful from now on.

Max flipped his hand back and forth, “Somewhat. I’m just wondering if maybe the Plumbers decided to come back to Earth or if there’s something else going on.”

“If there was, the High Command certainly wouldn’t tell me, would they? I’m sure they have plenty of agents that aren’t retired,” Phil said with a bland smile and clapped Max’s shoulder. “Come on, Max, aren’t you retired too? And you’re on vacation with your grandchildren. Do you really want to get involved?”

“Well, I tried to leave the past in the past but it has a bad habit of catching up. It’s the other thing I wanted to talk to you about: I’d like to know about some events that happened after my retirement.”

Phil made a noncommittal noise. “It happens sometimes, yes. You, for example, are quite a blast from the past. But why don’t we discuss this later? We don’t want the children to return at the wrong moment, do we?”

Ben took it as a hint to get out of there. He used the few remaining minutes of his transformation to scope out the first floor but there was nothing of note there. As the Omnitrix started to beep and flash red, he phased through the ceiling into the bathroom and reverted back to human form a few seconds later.

Kevin was already waiting for him there and Gwen came in soon enough.

“I found nothing,” she said. “You?”

Kevin silently shook his head.

“They were just talking in circles,” Ben said. “But whatever his deal is, you were right: Phil doesn’t trust grandpa.”

“If he’s really Red Cross, he probably thinks grandpa is here to arrest him or something,” Gwen said. “We gotta convince him that we’re not the enemy!”

Ben winced, “That’s a pretty big ‘if’. But I think it’s worth the risk.”

“So how are we gonna do this?” Gwen asked.

“Let’s just tell him that we’re friends with Vilgax and that we know he’s a renegade,” Kevin said. At their baffled looks he added defensively, “What? He’ll probably freak out and run or refuse to tell us anything if we try something more subtle. And at least this way we’ll know immediately if he’s really Red Cross.”

“Let’s get him away from grandpa first,” Ben suggested. “I don’t think Phil is gonna talk with him around.”

Gwen nodded, “Sounds like a plan.”

Phil wondered if letting Max into his home was a good idea. Figuring out why Max came here might not be worth risking his own secrets being exposed. He was still mulling it over when the trio of children descended the stairs in a stampede of feet.

“Mr. Billings! I was wondering if maybe you could show us around?” Gwen asked and grabbed his hand, starting to pull him out of the room.

Ben grabbed his other hand and nodded, “Yeah! Grandpa said you have a Rustbucket too. Is there any cool tech in it? Like computers? Or a huge TV?”

Phil didn’t really know how to act around children. But at least showing them around would get him away from Max and any uncomfortable questions, so he allowed them to drag him into the garage.

The moment the garage door closed behind them, the children stopped and turned around, giving him sharp, soul-piercing looks.

“Okay,” Ben said. “Try not to freak out, but we know you’re Red Cross.”

An expression of pure shock and fear crossed Phil’s face for a moment then vanished under a mask of calm. “Sorry, kids, but I was a plumber, not a medic,” he said with a fake smile.

Gwen barely stifled a grin. They were right! He really was a renegade! “After Magistrata threw the Rooters into the Null Void, a lot of Plumbers went rogue, especially those who already figured out what that whole deal with the Code of Conduct was about. You were one of the renegades, just like our Great Uncle Gordon.”

Phil swayed on his feet, “What– How–”

“Vilgax told us about this,” Ben added helpfully.

“Ummm… Don’t faint, please?” Kevin asked. “And don’t worry: we agree with the renegades.”

“Does Max–” Phil began.

Gwen scoffed, “No. He still thinks that trying to kill Vilgax and throw Uncle Gordon into prison was the right thing to do. He’s not even sorry!”

Phil covered his face with one hand, “Can you start at the beginning? Please?”

Ben nodded. “Okay. Short version: on our first day of vacation I found an alien device. It got stuck on my arm and I couldn’t take it off. Then aliens, robots, and alien robots tried to kill me and take that thing.”

“Grandpa Max told us nothing,” Gwen continued, “but we heard him talk to his sister, our Aunt Vera about aliens and Plumbers. Then that evil Plumber Xylene sent an army of robots after us and tried to tear off Ben’s arm.”

“Vilgax saved us and told us everything,” Kevin added.

“Grandpa brought us here because he still thinks that Vilgax is evil for some reason and he wants you to say that you agree with him,” Ben finished.

Phil gave them a pale smile, “I’m afraid, that would be a lie too big.”

“Then can you help us convince grandpa?” Gwen asked. “He’s a liar and he did some awful stuff but he helped us too and he’s still our family.”

“Convince him, huh…” Phil muttered then chuckled, “Max Tennyson finally questioning the authority… I never thought I’d live to see the day. But if there really are cracks in that bullheaded stubbornness of his, then yes, I do have something that might work. Something that I’ve had for a very long time…”

Phil stared blankly at his bound hands. He knew this was going to happen: the High Command had never been kind to those who attempted to think rather than blindly follow orders.

If he had been given a different mission, he might’ve went along with it, if only to keep his cover. But there was no way in hell he would ever sabotage the Petrosapien defense system so that the Plumbers could take over another planet! He was just surprised that his case was sent to the Rooters: the Plumbers that went against orders so openly were usually quietly disappeared.

“You, Phil Billings, are nothing but trouble,” Servantis said. The Cerebrocrustacean hybrid looked exhausted: his carapace had lost its polished shine and his eyes were dull crimson rather than bright red. “I had to pull so many strings to get you in my custody…”

Phil shrugged helplessly, “What can I say? Trouble finds me all on its own. Can you get me off the hook this time?”

Servantis tilted his head back and stared silently at the ceiling. Then he sighed, “It doesn’t matter now, Phil. Nothing matters. This game has ended before it could truly begin with our sound defeat.” He waved his hand and telekinetically deactivated the handcuffs, “Come with me if you wish to continue this futile struggle.”

Phil rubbed his wrists and stood up, “You know me: always too stubborn to give up. But shouldn’t we switch to telepathy instead of talking out loud?”

“It doesn’t matter anymore. The subterfuge is useless now. We are no longer playing to win: we are just trying to salvage what we can while we still have the time.”

“Ominous much?” Phil laughed even though a cold pit of dread had settled in his stomach. Servantis was never one to exaggerate.

Servantis nodded slightly as they walked down the corridors of the Rooters HQ. “Yes, I suppose you wouldn’t know about the recent events after your assignment to Petropia. To be fair, few know of them even here. Magistrata has pushed a new law through the Senate: a small, unassuming, easily overlooked law that nonetheless required years of careful political maneuvering and untold amounts of bribery and blackmail. And this tiny new law states that Plumbers can be tried and convicted for any crime they commit only by the High Command.”

Phil froze. The sheer implications of this…

Servantis gave him a crooked smile, “Oh, and did I mention that the Rooters are about to be officially disbanded?”

And with Internal Investigations shut down, the Plumber High Command would be the sole judge, jury, and executioner of its agents.

“Either walk in lockstep and obey without question or be condemned without trial. There will be no more fighting from the inside, Phil. The time of open warfare approaches.”

Phil swallowed thickly. “What do you need me to do?”

“I will give you one of our ships: the autopilot has the coordinates you need. And take this,” Servantis pulled an infochip out of his pocket. “Here is every scrap of information I have managed to compile. I will be releasing it to the wider galaxy as well, but I want you to have a hard copy too. There are also schematics for all my inventions, both the finished ones and the works in progress. Look through them at the earliest convenience and pay close attention to Project Zero.”

“I will, but… You do realize that most wouldn’t care what crimes this rotten organization has committed? And even if they did, Magistrata has a stranglehold on Senate. There will be no legal consequences, especially not with this nifty new law you just told me about.”

“I know that,” Servantis acknowledged. “Those who didn’t care before certainly wouldn’t start now. Those too indoctrinated by the High Command will continue to blindly follow orders. But there is still plenty of those who hasn’t yet chosen a side. Perhaps it will convince them that the High Command will only play nice for as long as it suits them. That it is time to take up arms and fight for their freedom.”

“…You’re talking about war.”

“An interstellar one, yes. But don’t you see that it has already been raging in the shadows? Now it is merely moving out into the open. Dark days are approaching and this galaxy is going to change irrevocably.”

Phil rolled the old infochip between his fingers. It wasn’t the same one he had started out with: he had made plenty of copies, giving them to every renegade and their allies he came across, just so that the information wouldn’t be lost. This particular chip didn’t contain the schematics Servantis entrusted him with (he wasn’t fool enough to give them to a zealot like Max) but it had all the other files.

If the children were right, perhaps this would be enough to tip the scales and convince the old fool… Or Max could accuse him of lying and attack him. That was also possible.

He glanced at the children’s hopeful faces and squared his shoulders. At the very least, he had to try. And if that didn’t work… Well. He still had his old rifle.

Chapter Text

Max impatiently drummed his fingers on the table. He wasn’t sure what either the children or his old partner were playing at but he didn’t like it one bit. He wanted to eavesdrop on their conversation (he wasn’t stupid enough to buy their excuses) but he had decided to play nice for now, so waiting it was.

(He tried to ignore the growing pit of dread in his stomach, but the insidious voice hissing that he was wrong, wrong, wrong was getting harder and harder to dismiss.)

Then he finally heard the door open and Phil entered the room with an expression that Max couldn’t even begin to decipher. The kids inched after him, slowly and warily, like stepping on a minefield.

“The children have told me some interesting things,” Phil said. (They did? Max wasn’t even surprised: they had only ever kept secrets from him.) “So I don’t see a point in waiting. You wanted to know what happened after your retirement?” He offered an infochip and an old data slate, “Well, I just so happen to have some information here straight from the Rooters’ archives.”

Max raised an eyebrow, “I can’t imagine Servantis parting with his files all that easily.”

Phil smiled blandly, “Blame the circumstances.”

Max took the offered items and powered up the slate, then connected the infochip. The files inside were arranged in a complicated pattern and had the names of the planet, the agent, and the date on them. Most of them were only vaguely familiar, some he had never seen before, but a few were… notorious.

Patelliday-4.375/83-Piscciss/Pyros.

Max could easily guess what this file was about: that ill-begotten mission that escalated the tensions between Pyronites and the two Piscciss species to such extent that an all-out war had broken out. There was a public outcry and if he remembered correctly, Magister Patelliday who had led the mission had been stripped of his rank and faced a possible prison sentence.

“Found something interesting, Max?” Phil asked innocently.

Max gave him a suspicious look, “Something familiar, more like. A file on Patelliday’s last mission.”

“Why don’t you read it?”

“I already know what happened.”

“Do you? Do you really?” Phil asked.

“What’s that supposed to–”

“Just read the damn file already!”

Max wanted nothing more than to throw the data slate right in his face and demand actual answers (‘As if you are ever going to listen to the truth, you dirty coward’, his inner voice hissed, sounding far too much like Vilgax) but he refused to throw a childish tantrum in front of actual children.

He opened the file and skimmed through it: mission details, agents involved, and a brief summary of events that lead to the accidental death of a Pyronite diplomat and Patelliday’s inept attempts to defuse the situation. Then the links to official Plumber reports and the files of a Pyronite investigation team. Below them were excerpts from the files themselves, set side to side to highlight the differences and inconsistences between them.

He frowned slightly. The Plumbers spoke of an accident. Pyronites claimed murder on the grounds of species bias.

He looked up in askance but Phil only scowled at him. “Keep reading, Max.”

The long transcripts from the trial were next, the long prison sentence. Then the media articles from the ensuing circus. And then the official files from Incarcecon were compared to its automated logs that showed no prisoner transfer had taken place despite the claims otherwise.

Then another file detailing a Piscciss Volann Plumber with an edited-out name and description far too similar to Patelliday being transferred to a black ops team.

Max shook the data slate in the air, “What the hell is this, Phil?!”

“Truth. Nothing but the truth that Servantis spent years digging up. Keep reading.”

There was nothing else in the file aside from several links, so Max opened the first one. It led to the files from Galactic Senate detailing a negative vote on the Code of Conduct proposed by the Magistrata and a full list of senators with those who opposed it highlighted. He looked at the date, noting that it happened well over a decade before the Code was voted in. The next attempt was several years later and the turnout of senators was different. That wasn’t so strange at first glance – senators could hold their seat only for a specific term – but the only senators that changed were those who opposed the Code.

Another attempt was made a few more years down the line with the same result. Then the Pyros-Piscciss war began and many of the neutrals voted ‘yes’ once the law had been proposed again. It was declined due to a mere handful of votes.

The full list of these senators had several names highlighted and linked to media articles: ‘Galactic Senator Found Dead in Her Own Home’, ‘Politician’s Spouse Killed and Child Kidnapped’, ‘Terrible Accident at a Political Rally Claims the Lives of Many Sapients’… The next time the Code of Conduct was proposed, those who had been the most opposed to it were either dead or drastically changed their opinion.

‘Just look at this, Max! Everyone who tried to stop this law from coming into effect had been either killed or blackmailed! Of course it’s Magistrata at fault: who else would benefit from it?’

‘Enough, Vil! You don’t like the Code of Conduct? Well, neither do I. But it is the law now, and like it or not, we have to obey it.’

‘But if you just look at the evidence-’

‘What evidence?! You are just rearranging facts to support your conspiracy theories!’

‘…I see.’

‘Vil? Where are you going?’

‘Back to Murray. There is something I need to do, Max, before it is too late…’

Max slammed the data slate on the table, “Dammit, Phil! I’ve had enough of conspiracy theories!”

Phil blinked at him innocently, “What theories? These are just facts from official sources grouped together by subject matter.”

Max wavered (‘Do you see it now? Do you?! You should’ve seen it years ago but you never even bothered to look!’ a memory of his brother hissed in his mind) and hesitantly took the slate back into his hands.

He closed that file and looked through the others. One in particular caught his eye: ‘Failed Missions’. It was a table arranged by name, date, planet, mission statement (all scanned in from the official documents), results, consequences for the agent, and for some reason, whether or not the mission was public knowledge.

He read it through, noting some familiar names.

Xylene-4.372/51-Khoros. Mission: facilitate the diplomatic talks between the warring clans. Results: situation exacerbated to a civil war. Public record: no. Consequences: promotion.

Max rubbed his eyes. That… that couldn’t be right. He could easily see someone as bloodthirsty as Xylene botching a diplomatic mission, but to have her promoted over it?! He read further.

Labrid-4.373/02-Lewoda/Appoplexia. Mission: facilitate the peace talks between Appoplexians and Lewodans. Results: exacerbation of hostilities. Public record: yes. Consequences: demotion.

Labrid-4.373/78-Lewoda. Mission: encourage the Lewodan peace movement. Results: exacerbation of conflict to cold war. Public record: no. Consequences: promotion.

Pyke-4.375/44-Thalassia. Mission: eliminate Thalassian insurgents. Results: peaceful talks opened between Thalassian government and the insurgents. Public record: no. Consequences: demotion.

Max paused. Why was this mission declared a failure? He searched for another mention of Magister Pyke until he found it.

Pyke-4.375/62-Thalassia/Vulcan. Mission: retrieve the stolen shipment of Element X from Detrovites. Results: refusal to complete the mission. Public record: no. Consequences: declared rogue.

He kept reading, noting another seemingly successful mission. His mind was forming a pattern almost on its own.

Gilhil-4.374/19-Terradino. Mission: facilitate the peace talks between Vaxasaurians and Aerosaurians. Results: official peace treaty. Public record: no. Consequences: demotion.

Then he saw his own name.

Maxwell Tennyson-4.377/12-Murray. Mission: negotiate with the Chimeran champion. Results: mission failed. Public record: no. Consequences: retirement.

Max reeled back slightly. No, this– this couldn’t be right. He wasn’t sent to Murray to negotiate! He was there to– to– (‘To murder your friend?’ the echo of Vera’s shrill voice laughed in his mind.)

And retirement was his decision, not a punishment for a failed mission! Sure, the High Command did suggest that he was perhaps getting too old for active duty but…

Max searched for his own name again but found a different one instead.

Gordon Tennyson-4.376/07-Lutum/Techadon. Mission: eliminate Lenopan insurgents and retrieve the stolen Techadon weapons. Results: peaceful talks opened between Lutum and Techadon. Public record: no. Consequences: declared rogue.

“…What does this mean, Phil? This… list of failed missions?” Max found himself asking.

His former partner gave him an ugly grin, “Come on, Max, you are not as stupid as you pretend to be. I’m sure you’ve already noticed a pattern.”

Max looked at the slate again.

Phil Billings-4.379/64-Petropia. Mission: negotiate with Petrosapien government. Results: refusal to complete the mission. Public record: no. Consequences: declared rogue.

“You went rogue.”

…Ah, of course Max would fixate on that rather than literary anything else.

“And you should already know what this means,” Phil snapped. “Or do you have your head so far up your ass that you need me to spell out the pattern?”

Phil could see him waver, unable to accept the truth but no longer able to deny it either. The children were right: there were cracks of doubt in him and Phil was going to keep hammering him with truth until Max either accepted it or fell apart.

Max was silent and Phil shrugged with fake nonchalance, “Very well, I’ll start. Every time a failed diplomatic mission resulted in increased hostilities, even war, the Plumber who led it got a promotion. Unless, of course, the public knew and had them under scrutiny. Then the Plumber in question got a punishment that amounted to nothing more than a slap on the wrist. But the Plumbers who managed to solve a kill-only mission peacefully–”

“–Were declared rogue. But why?!”

Phil gave him a humorless smile, “You never learned to look between the lines, did you, Max? Read the table again: what is presented there are official mission statements. There are accounts of some unofficial ones in there too, but I think the consequences alone show quite well what the High Command truly wanted. Just look at your own mission statement! That should tell you something! The civil war on Khoros, the cold war between Lewodans and Appoplexians, the Pyros-Piscciss war… Funny thing about that last one: it was what led to the Code of Conduct being voted in. That is, once its staunchest opposition amongst senators had been either assassinated or blackmailed into compliance.”

“…I want to talk to Servantis.”

Phil scoffed, “Please. How many people have told you the truth already yet you stubbornly refused to believe them? Am I supposed to think Servantis would somehow tip the scales rather than send you on another round of denial? You barely even knew him! And you wouldn’t be able talk to him anyway. He was thrown into the Null Void without trial, just like the rest of the Rooters.”

He laughed bitterly at Max’s shocked expression. “Why so surprised? That was hardly the first time the High Command got rid of disobedient agents.”

‘Even now you are nothing but a mindless Plumber lapdog spouting their lies! And if you think me delusional… Then what about Petropia? Or the fate of the Rooters?’

“What happened on Petropia?” Max found himself asking.

“On Petropia?” Phil asked. “A better question would be what happened to Petropia. Servantis was gone and I was already on the run by that point, but I couldn’t not add to the file. I have that day burnt into my mind. Tetrax-4.380/93-Petropia. It’s all in there.”

Max found the file and opened it, feeling nothing but dread.

The news articles caught his eye first: ‘Backlash Against Plumber-Assigned Champions’, ‘Senator Questions the Necessity of the Code of Conduct’, ‘Civil Movement Against Plumber Involvement in Planetary Issues’, ‘Petropia Changes Hands: Champion Defeated’, ‘Plumbers Evicted from Petropia’, ‘Plumber Popularity Plummets’, ‘Sapients Against Plumbers Movement Gains Traction: Petropia at the Helm’.

After that there were links to several Plumber missions, all amounting to trying to get rid of the Petrosapien champion. (Change Petropia to Murray and Petrosapien to Chimeran… No, he didn’t want to think about it.)

Then more media: ‘Petropia Decries Baseless Plumber Hostility’, ‘First Military Action: Start of Another War?’, ‘Petropia Under Lockdown: State-of-the-Art Defense System Brings Conflict to a Halt’, ‘Plumbers Attempt to Open Communication, Petropia Demands Restitution’.

The link to the file on Phil’s mission followed: going to Petropia under the guise of a diplomatic mission to sabotage the defense system and steal its energy source, which he refused to do and was declared rogue over.

Then the headlines again: ‘Dirty Plumber Secrets Revealed’, ‘Plumbers: Helpers or Invaders?’, ‘No Legal Grounds to Prosecute Plumber Agents, Senator Says’, ‘Unlawful Occupation Continues: Petropia Reaches Out to Allies’.

And after that… Max kept reading with growing horror as the media storm grew and kept growing, facts, statements, video transcripts, and eyewitness claims all melding together into a nightmare. The words blurred together before his eyes and the clamor of different voices rose from the depths of his memory to hiss their accusations.

And through the noise in his head Xylene’s poison-sweet voice rang crystal-clear, ‘It’s such a rarity to see a Petrosapien nowadays.’

The data slate clattered to the floor. Max was pale and trembling in shock, which Phil had to admit brought a certain degree of dark satisfaction.

‘Not so high and mighty now, are you, partner?’

“Not all of Petropia was destroyed in one blow,” he said out loud. “Not every Petrosapien was killed. There were still enough eyewitnesses, enough records to show that bounty hunter, Tetrax Shard, sabotaging the defense system, allowing a team of Plumbers to get in and destabilize the energy core of the planet.”

Phil remembered seeing it in the news, then seeing it in his nightmares every time he dared to close his eyes. Even now he could picture the surface of the planet cracking and crumbling with crystal clarity.

“But the High Command miscalculated. Plumbers had always relied on subterfuge but with the masks torn off and the spotlight shining on them… Old grievances were buried and forgotten, new alliances forged, weapons and technology pooled together. The galaxy was too scattered, the Senate too ineffective to oppose the threat directly, but the Plumbers couldn’t invade planets with impunity either. They had to pull back, increase their control over the planets they still had. Lucky us: Earth is too far from their sphere of influence and too unimportant to bother wasting their resources to conquer.”

Phil watched his former partner, his mind coldly cataloguing the symptoms of a panic attack. He circled around Max like a shark that smelled blood, wishing to dig his metaphorical teeth deeper, but he forced himself to stay silent. He wasn’t doing this for revenge, no matter how sweet it tasted. He only wanted to show him the truth. Ripping apart the wall of denial that Max had surrounded himself with was necessary, however painful, but Phil didn’t want to stoop to pointless cruelty. Thus he waited, keeping sharp words caged behind his teeth, while Max tried and failed to compose himself.

“Whiskey?” Phil finally asked and picked up the data slate, dusting off the old device.

Max jerked his head up, his expression wild and uncomprehending.

“You look like you need a drink,” Phil said. “I have a few bottles stashed away. And it’s not like you are in any state to drive right now.”

“I–” his voice broke and Max looked helplessly at the children.

“We’ll stay in the Rustbucket,” Gwen said, slowly backing out of the room and tugging the boys with her. “Our Rustbucket.”

He could hear the front door of his house open and close, leaving them alone in silence.

…Well. That could’ve gone a lot worse.

Gwen pressed her back to the door of Phil’s house and slowly slid down. She buried her face in her knees and muttered, “Should we eavesdrop?”

Ben looked uncertainly at the door then sighed, “I think I’ve had enough of eavesdropping. It’s not like we don’t already know what’s going on.”

“But is it a good idea to leave them alone?” Kevin asked.

And wasn’t that a million-dollar question?

Gwen raised her head, “I guess we should keep a lookout, just in case they try to kill each other.”

Even Gwen herself couldn’t tell whether she was joking or not.

“Probably a good idea,” Ben agreed. “But we gotta do some research too.”

“We should’ve asked Phil to give us a copy of those files,” Kevin said. “There’s probably a lot of useful stuff there.”

“Later. Phil said there were aliens in the news. We gotta find out what exactly those reporters managed to catch.”

Kevin winced, “Oh man. If people find out who you are…”

Ben nodded. This had the potential to turn extremely ugly.

Gwen stood up and dusted herself off, “Alright. Lemme just grab my laptop and–”

She nearly jumped when her phone started ringing. Gwen fished it out of her pocket and stared at the screen in confusion. “Dad?”

It was usually her mom who called her.

She hissed at the boys to stay silent and accepted the call. “Hi, dad!” she chirped with fake cheer.

“Hey, sweetie,” her dad replied. His voice sounded a little strange. “How are you doing out there? Are you getting along with your cousin and grandpa?”

Gwen frowned, making sure not to show it in her voice, “Yeah, why do you ask?”

“I know that you didn’t really want to go on this roadtrip,” her father said. “So I just wanted to say that you don’t have to continue it.”

Crap, what was she supposed to say? Tell him that everything was fine? But if Grandpa Max kept being stubborn, Gwen didn’t know if any of them would be able to continue this roadtrip.

But if she said that she wanted to go home, that would be too much like giving up on grandpa. Gwen knew that he had made some horrible choices, but she didn’t want to think he was irredeemable.

“…I dunno, dad,” she said eventually. “Ben keeps hogging my laptop to play his stupid video games and grandpa cooks weird things like squid and sheep tongue but it’s not that bad.”

“Good, good…” her dad muttered, his voice implying anything but. “Say, Gwen, have you been watching the news lately?”

Gwen could feel her heart leap into her throat. (He knew.)

“No? Why would I waste my time on boring stuff like that?” she whined. (He knew, he knew, he knew!) “Why? Is there something interesting? Oh! Is there some kind of a carnival or a cool exhibit we should visit? I’ll tell grandpa!”

Her father was silent for a few seconds. “…Ah, not that I know of,” he finally said. “Just… don’t believe everything you see on TV, okay, Gwen?”

He knew.

“Dad! I’m not a baby! I know that most movies are fake, unless they’re like documentaries or something! Jeez!”

“Yes, you’re a smart girl, Gwen. You are not going to believe any silly hoaxes about aliens, right?”

Gwen bit her lip strongly enough to taste blood. Was there anyone in her family who wasn’t a liar?

“…Yeah, dad. Of course there’s no such thing as aliens.”

That night Ben found himself staring blankly at the ceiling, twirling the interstellar beacon between his fingers. His eyes burned and his bones ached from exhaustion but sleep still refused to come.

Finally, he sighed and shoved the beacon under his pillow. Then he twisted the dial of the Omnitrix. He hid under the blanket to block the light of the transformation and pressed down the plunger.

His body withered to skin and bone and his legs fused together into a striped tail. Then his fingers lengthened into claws and his skull turned upside down. This time the protective outer skin didn’t form around him: perhaps the Omnitrix could tell that it was nighttime and the dangerous light of the sun was hours away.

Ben peeked out from under the blanket and looked around but it seemed that his transformation went unnoticed.

Good. He didn’t want to disturb Gwen and Kevin or make them worry about him. They already had enough problems to deal with.

Ben flew up and phased through the roof. The streets outside were empty and quiet, and even the windows of Phil’s house were dark. Ben wondered what it meant. Had his grandfather finally accepted the truth? Or would he meet the same stubbornness as before in the morning?

He didn’t know (was afraid to find out).

Ben settled on the roof of the Rustbucket and curled under the satellite dish. He pillowed his head on his arms and looked at the distant stars above. He found himself hating them a little. He used to look at the night sky and wonder if there were worlds with alien life out there. Now he knew for certain that there were: worlds full of crime and corruption, no different from this one.

He turned away from the treacherous lights in the uncaring sky, and bitterly wondered if tomorrow he would have to face his family in battle.

Max woke up to a raging headache and lacking the memories of most of the night. How was it morning already? He groaned in misery and tried to hide from the sun, his back protesting the lumpy couch he was lying on.

“I guess that last bottle was too much for you, huh?” somebody said and Max groaned again.

A strong smell of coffee hit his nose and he dared to open one eye. Phil smirked and saluted him with a mug, looking disgustingly awake and non-hangover. (Max couldn’t remember how many times Phil had refilled his own glass, if any. Did he even drink at all? Sneaky bastard.)

“There is water and painkillers on the table near you,” Phil said. “Also, you missed breakfast. I’d offer lunch, but I don’t think you’ll be able to keep it down.”

The mere thought of food made his stomach churn.

“…The kids?” Max whispered.

“Watching the news in the guest room. I told them to keep it quiet. Bathroom is upstairs, if you can manage to climb there.”

No. No, he couldn’t.

“…Your floor plan fucking sucks,” Max rasped.

“Drink the water and take your pills,” Phil said. “We’ll talk when you’re more alive.”

The children were remarkably quiet and self-sufficient: Phil barely even noticed they were around. It probably had something to do with how tired they seemed: Ben in particular looked like he hadn’t slept in weeks.

Phil had ordered some pizza and gave them the videos of the alien-related news segments he had recorded. In-between the videos, the kids also gave him a more thorough rundown on the Omnitrix and what they had been up to since finding it (even with his own strange history the tale was hard to swallow at times).

“I thought there’d be more coverage,” Gwen muttered between bites of pizza. She gestured at the TV screen, “The media only caught Washington – which they are mostly blaming on Animo anyway – and the campsite where you first got the watch.”

“I can be careful, you know,” Ben grumbled through his own slice. “No one was around for most of the stuff we got up to, that Sparksville place was in the middle of nowhere, and Hex and Charmcaster covered our tracks in that museum.”

“But we weren’t exactly subtle when that mall collapsed, were we?” Kevin protested. “And that’s not even talking about Xylene and her robots. How come no one’s talking about that?”

“It happened only a few days ago, didn’t it? It probably just hasn’t hit the national news yet,” Phil reasoned.

Gwen took another slice of pizza, “Maybe. It’s still kinda weird.”

“Well, it makes our lives easier, so I’m not gonna complain,” Ben replied. “It’s kind of a relief, really. I was worried someone figured out who we are.”

“So long as no one catches us transforming, I think we are safe,” Kevin said. “Except…”

He trailed off with a meaningful look at Gwen.

She sighed, “I know, I know. Don’t worry, I’ll think up some sort of a disguise. Maybe an illusion or a glamor… You know, kinda like what Hex was using when we first met.”

Ben snickered, “That’s gonna be a lot more convenient than changing clothes.” Kevin glared daggers at him, making Ben laugh out loud, “What? You know I’m right!”

The painkillers helped, giving him enough strength to crawl into the bathroom. A shower improved his physical state a little, but Max doubted anything would quell the nauseating mix of guilt and regret churning in his gut.

The world felt unbalanced and off-kilter, his every memory, every decision now painted with a different brush. It would’ve been easy, so very easy to dismiss the files as forgeries, to call his old partner a liar, to continue on as he had before, ignoring his brother, his friend, his sister, his grandkids… Brush off every single person who had proven themselves honest and reliable merely because he was too ashamed to face the truth.

This was what he had been doing for all these years, wasn’t it?

Max stared into the bloodshot eyes of his reflection and bitterly wondered how the hell he was supposed to fix this.

His reflection provided no answer and he shuffled down the stairs, his steps swaying and unsteady. He paused at the bottom and listened to the voices echoing from the guest room. He couldn’t decipher the words, but the tone was easy to discern: happy, playful… the way children were supposed to sound. There were no shrieking accusations, no cold fury, no hissing venom that felt like razor blades across his heart…

He took a steadying breath and opened the door. Silence fell immediately, smiles shifting into wary, suspicious looks. (He had no one to blame for this but himself.)

Max swallowed thickly, words stuck in his throat. The silence dragged on, growing more and more tense. He could see Ben’s right hand shifting from being clasped around his wrist to encircling the dial of the Omnitrix, Kevin leaning against the wall to brush his fingers over an electrical socket, Gwen curling her hands to hide magenta sparks on her fingertips…

“I’m sorry,” he finally said. “For not trusting you. For refusing to listen. I’m so sorry…”

Ben listened to his grandfather’s apologies and tried to make himself believe them. (‘Too little, too late,’ pounded in his temples to the rhythm of his heartbeat.)

The world was swaying slowly before his eyes and the Omnitrix dial beneath his fingers was the only thing that felt real.

Ben forced himself to release the Omnitrix, shifting his fingers back to wrap around his wrist. He promised he would give his grandfather a chance and Max took it. This was what Ben wanted, wasn’t it?

Why then did he feel so– so–

“You know, we aren’t the only ones you have to apologize to,” Gwen said flatly.

“Besides, apologies mean little by themselves,” Phil added. He clapped Max’s shoulder with a smile that almost reached his eyes, “But this is still more than I thought you capable of, you stubborn old bastard. Congratulations! Don’t fuck it up.”

Then Phil excused himself, ostensibly to order more food, and left them alone.

“You can start with being honest with us,” Gwen said. Her fingers were still curled into claws, although she managed to suppress the stray sparks of her magic. “Why didn’t you tell us anything when Ben got the Omnitrix?”

Max sighed heavily, “I’ve never even heard of the Omnitrix before that night at the campsite. I had no idea what it was or who it belonged to or who could’ve sent those robots. I hoped to find some information at the Rushmore base, but I couldn’t get there in time.”

“Hah… So that’s how we ended up so close to it when Xylene attacked,” Gwen huffed. “I thought it was way too convenient.”

“And if she didn’t attack?” Ben asked. His own voice sounded distant to his ears. (He was so tired.) “Were you still gonna stay silent even if we got to your alien base?”

“No, of course not–”

“Then why did you wait for so long?! Were you hoping this would all just… blow over and go away on its own?”

His grandfather’s expression wavered slightly, showing that he had guessed right.

Ben scowled and raised his left arm, “Well, it didn’t. And it won’t. Psyphon couldn’t take this thing off, so I’m stuck with it for who the heck knows how long! And people are gonna keep coming after the Omnitrix, so it’s not like going back to Bellwood is gonna do any good.” He looked away, “…At least out here I can use it to help others.”

“You– you want to continue the roadtrip?” their grandfather asked uncertainly, as if he couldn’t quite believe it.

Gwen sneered, “Well, since we convinced Vilgax to let you go instead of dragging you to prison, someone’s gotta keep an eye you. At least this roadtrip will give us more time to figure out this mess. I don’t want to explain it to my parents.” Then her eyes narrowed, “And speaking of… They already know about aliens, don’t they?”

“Frank and Carl do. But I don’t know if either of them said anything to Sandra and Natalie.”

Gwen skeptically raised an eyebrow, “Really?”

Max shifted uncomfortably and looked away, “It’s– Part of it is my fault. After Verdona, my wife, left me… It was hard to raise two children alone. And my job kept demanding more and more attention… It’s no wonder that neither of them likes aliens.”

Gwen burst into laughter that lacked any kind of mirth, “So even back then you chose the Plumbers over your own family? Why am I even surprised?”

“Is that why grandma left?” Ben asked. “Because you cared more about your job than about her?”

Their grandfather’s expression darkened. “No. Verdona wasn’t– isn’t human. Her species are energy beings called Anodites.”

“Energy beings?” Gwen repeated suspiciously. She lit up a tiny ball of magenta in her hand, “And that energy wouldn’t happen to look like this?”

Max nodded, wincing slightly at her angry snarl, “Anodites can create physical bodies for themselves. In this state they are completely indistinguishable from whatever species they choose to become. Sometimes half-Anodites inherit those abilities, but my sons never showed any kind of powers. That was why Verdona left: to her, a family of mere humans wasn’t a family at all.”

“Wow. This is even more messed up than we thought,” Ben said flatly.

It was. But messed up or not, it was still their family. And for better or for worse, they were stuck with it.

Chapter Text

“So that’s what Anodites look like, huh?” Kevin muttered, studying the image of a dark violet humanoid with glowing eyes and magenta candleflame for hair. “You know, that would make a pretty sweet disguise.”

Gwen made a non-committal noise and tilted the alien tablet (Phil called it a data slate which sounded just weird enough to fit its unearthly origins) towards herself, “Probably. Not like it matters what I’m gonna look like: illusions are really complicated to cast. Charmcaster said it’s better to make some sort of a charm, so that it casts the illusion, not me, but enchanting items is even more complicated.”

Ben plucked the slate out of her hands, “Wear a mask then. What’s the big deal?”

Gwen only grumbled and tried to kick him in the shin. Ben easily sidestepped away and Gwen wasn’t invested enough in the scuffle to get off the couch.

“What are you searching for?” Kevin asked.

Ben sat down on the carpet and swiped through the alien database, “Trying to find what species Ghostfreak is.”

With Phil’s help they had already identified the species of every other alien in the Omnitrix, but Ghostfreak was still a mystery.

Gwen watched him work and idly picked at the plastic wrapping around her right hand, “How long are we supposed to keep those on again?”

Ben stared at his own bandages that covered both his skin and the upper edge of the Omnitrix, “Uh… Definitely not as long as we did.”

Gwen huffed in irritation: with all that happened, it was easy to forget these things. She scratched the wrapping with her nails, finding the edge after several unsuccessful tries: it resembled duct tape in more ways than one. Then she peeled it off her skin and flexed her now free hand. It was the slightest bit greasy from the alien medicine and the smell was still hideous, but her skin was whole again with only a few barely visible scars to remind her of that entire ordeal.

“Not bad,” Ben said, staring at his own scar that encircled his forearm right above the Omnitrix. “We should’ve asked Eellias to give us some of that paste.”

“Yeah, probably,” Gwen agreed. She took a glance at the clock and fished out a TV remote from the depths of the couch, “Hey, isn’t it time for news?”

“So how long are you going to stay here?” Phil asked, his tone and expression carefully neutral.

He didn’t exactly mind, but having four additional people in his home after living alone for years was starting to mess with his head. Not to mention, having his former partner here still set him on edge. Phil didn’t exactly sleep with a blaster under his pillow, but he couldn’t shake off the feeling that the other shoe still hadn’t dropped.

At least this gave him more time to beat Max over the head with the truth until it really sank in and shove more information down his throat.

It was strange to see his former partner so receptive. Phil was still wondering what had changed since the last time they had seen each other all those years ago. Was it the lack of Xylene’s poisonous influence? Being away from Plumber indoctrination? Or was it the children chipping at the walls of stubborn self-righteousness Max had surrounded himself with until it was brittle enough to break through?

Phil didn’t know but he was glad for it nonetheless. Despite everything, he did care about his former partner. (His life would’ve been much easier if he didn’t.)

Max stopped staring at his phone (from what Phil had overheard, the children had been pushing him to call his sister) long enough to give him a rueful smile, “Sorry. So far I’ve been a pretty awful houseguest, haven’t I?”

Phil took a sip of his coffee, “You always had a talent for understatements.”

Max leaned back in his chair and tilted his head up, staring at the kitchen ceiling like he expected to see the secrets of the universe written on the cracked paint. “Till tomorrow at least. Or maybe a day after that, if you don’t mind? The last days have been really stressful for the kids. I just want them to get some peace and quiet.”

“More like you don’t want to be left alone with them, so you’re using me as a buffer,” Phil snorted. “I love how you think that I’m the better option in this clusterfuck. But at least you’re finally growing a brain. Took you long enough.”

“Aaaahhh! What the fuck?! What the fuck is this bullshit?!” Kevin yelled, forgetting that he wasn’t on the streets anymore and thus should probably cut down on swearing.

“What’s going on?” Max asked, entering the guest room. Phil followed after him.

Gwen scowled and turned up the volume of the TV, “Just listen to this!”

“–Clearly an act of terror by the alien invaders. We were lucky that no one died when these monsters attacked the building,” the woman on the screen said.

Max blinked at the TV, “Is that councilwoman Liang?”

Ben nodded, “Yeah. And she’s blaming us for destroying that mall! I can’t believe it! We were helping people!”

“She’s using you to cover your own behind?” Phil asked and shrugged, “Can’t say I’m surprised. What else would you expect from a corrupt politician?”

Gwen snarled in rage, her eyes shining magenta, “That– that witch! How dare!”

Phil gave her a rueful grin, “Welcome to the world of politics and paid-off media, kids. It sucks in here.”

Unfortunately, it didn’t end with a single news report.

Of course it didn’t.

The following day, every news outlet was talking about aliens, Liang’s lies recoloring the events in Washington and at the campsite in a way that left Ben fuming for hours.

“Alien monster destroys an entire forest and kickstarts a robotic invasion? Aliens found helping a criminal escape justice? Aaaahhh! I hate this!”

“Well, to be fair, you did burn down the forest,” Gwen pointed out.

Ben waved his hands in the air, “Not the point! You remember what the news said before, right?”

She nodded. She had noticed it too: the old reports were mostly neutral, simply stating the facts with a great dose of skepticism, wondering if this was some sort of a hoax or a publicity stunt. But after Liang’s interview, there was a heavy slant of ‘aliens are evil’.

There were also way too many conspiracy nuts coming out of the woodwork. It really said something about her life that Gwen wasn’t completely skeptical about the idea of shapeshifting Illuminati lizard people mind-controlling the government, but Phil scoffed at the mere thought of Earth being important enough for this kind of elaborate schemes.

“Mind-control? Really?” Phil snorted. “Please. That kind of tech is so expensive, what kind of idiot would ever waste it on our backwater rock? And most shapeshifters can’t stand being stuck in one form for long, so why would any of them bother impersonating some second-rate paper-pushers?”

Gwen absentmindedly clicked through the channels, trying to find at least someone who wasn’t either horribly biased or completely bonkers.

“–If alien invaders are corroborating with terrorists–”

Click.

“–Clearly the work of Freemason conspiracy–”

Click.

“–Build the wall to keep the aliens out–”

Click.

“–Soviets had contact with the Greys from the Andromeda galaxy–”

Gwen paused. “Are there aliens in another galaxy?”

“Statistically? Yes, there should be life in Andromeda, considering how many species there are in our galaxy,” Phil replied. “But the intergalactic distance is so big, no one has ever made contact. I think I heard something about an expedition to Andromeda being planned, but it happened right around the time Servantis released all his files on the Plumbers. As you can imagine, everyone suddenly had much bigger problems to deal with.”

And that was that.

Click.

“I love being smart!” Ben – currently Grey Matter – squealed, his deft fingers disassembling a second data slate that Phil gave him. The thing was old and broken but it was nothing a super-intelligent Galvan couldn’t fix.

The Omnitrix timed out before he could finish, but Ben didn’t mind waiting for it to recharge. Having a pocket-sized database of awesome alien stuff was more than worth it.

While the alien watch gathered energy for another transformation, Ben peeked over Gwen’s shoulder. His cousin was sprawled on the floor with her spellbook open on a chapter about illusions. She was holding her magic mirror in one hand and scrawling something on a piece of paper under Charmcaster’s instructions.

Ben couldn’t make heads or tails of it, so he quickly lost interest. Instead, he shuffled closer to Kevin who occupied Gwen’s laptop, reading the news.

“Anything interesting?” Ben asked. “Or at least less stupid?”

His friend shook his head, “Not really, no. Just more of that dumb ‘alien terrorists’ stuff.” He paused and pointed at the screen, “Well, judging by the comments here, there might be a show made by a guy with a brain, but I can’t find the recordings of any recent episodes. Gotta wait until it’s actually on TV.”

“Cool. Tell me when it’s on,” Ben said, the beeping of the Omnitrix distracting him.

He grinned. It was time to be smart again!

Gwen chucked her pen away in sheer frustration. Why were illusions so damn complicated?!

Charmcaster rubbed her temples, “Yeah, I don’t think this is working out. Even if I do most of the calculations for you, you still don’t have enough training to pull off something this finicky. Hell, I’m not even that good with illusions myself. Transmutation and animation are my things, but this smoke-and-mirrors stuff just gives me a headache.”

“I wonder what’s my thing,” Gwen muttered.

“Having ridiculously high amounts of mana?” Charmcaster shrugged. “From what it sounds like, you’re pretty good at energy constructs. I mean, holding up an entire building? That’s some wild stuff. And you’ve only been training for… how long? A week?”

Gwen smiled sheepishly and rubbed the back of her head, “Oh, right, I nearly forgot. We figured out what’s the deal with that. Guess what? My grandma is an alien. And she’s from a species that’s literally made of mana.”

Charmcaster pinched the bridge of her nose, “And here I thought my life was weird.”

Gwen laughed helplessly, “You don’t know the half of it.”

After more takeout for dinner and Phil’s truly amazing rant about giving humans and mostly-humans actual human food instead of bugs and worms, Grandpa Max unfolded a map covered in marks and numbers, several of them crossed out.

Ben gestured at it in confusion, “And this is…?”

“These are all the interesting tourist spots I was planning to visit. The crossed out ones are those we’ve been to already,” Grandpa Max replied. “Since you wanted to continue the roadtrip–”

“Yeah, I think we’ve been in one place for long enough,” Gwen said. “And Phil probably wants us out of his hair.”

Phil waved his hand, “You can take your time, I don’t mind.”

Gwen gave him a skeptical look: Phil sounded more polite than sincere. Not that she could blame him when they came out of nowhere and turned his life upside down.

“I thought we could plan a new route together,” Grandpa Max continued. “So any suggestions for our next destination?”

“How about Nevada?” Phil suggested with a neutral expression. “With the amount of trouble you seem to attract, you might want to get in contact with Area 51.”

Grandpa Max froze, “They’re still operating?”

Phil shrugged, “They did when I came back to Earth for good. Don’t see why they would stop now.”

“…No. We’ve already had some run-ins with the secret service and we’ve heard some rumors that people with extranormal powers had been disappearing. Or rather, being disappeared.”

Phil hummed in thought, “That’s not Colonel Rozum’s M.O. He has always been reasonable but perhaps you’re right. After I brought in all the information I had about the true nature of the Plumbers, I heard that some distinctly xenophobic movements were starting to gain traction. A lot of things can change in a few years, so maybe you’re right to be wary.”

“Um, can you try to look into this?” Ben asked. “Find if there’s anyone we can trust? I think we kinda need more allies.”

Phil nodded, “Can’t promise anything but I’ll see what I can do. I still have a few contacts.”

“But for now, we gotta watch TV!” Kevin interrupted. “The show is gonna start soon!”

“What show?” Ben asked then snapped his fingers, “Oh, the one you found? With not-an-idiot as a host?”

“Yup. Now come on: where is the remote?”

“Welcome back. I am Will Harangue and this is ‘Harangue Nation’,” the newscaster, a stern-looking man with greying brown hair said. “I think I wouldn’t be wrong to say that the main thing that had been on everyone’s mind is this–” he curled his fingers into air quotes, “–alien invasion. That’s right, folks, sci-fi movies have lied to us: the first thing the aliens did wasn’t blowing up the White House, it was burning a chunk of the forest in the middle of nowhere.”

A photo of burned trees appeared behind him. Then shaky camera footage filled the screen, showing two robots fighting each other, one of them clearly protecting the fleeing campers, until a crystalline alien arrived and put an end to the fight.

“Truly a horrific sight… Not that anyone got so much as a scratch during these events. This must be the most inept invasion in the world.”

The newscaster lifted the papers lying in front of him and adjusted his glasses, “Oh, I do apologize. It turns out, that the aliens did come to Washington after all.”

The next video showed the footage of mutant rats and a blue reptile racing down the street.

“But don’t worry, our brave government agents were in hot pursuit, protecting innocent civilians by–” he squinted and adjusted his glasses again, “–shooting a bazooka on a crowded street?”

He gestured at the still shot from the video, showing one of the agents leaning out of his car with a rocket launcher in his hands. “Doesn’t this sight just make you feel amazingly safe and protected?”

The next bit of slowed down footage showed the alien taking away and breaking the weapon. “Ah, but of course that evil, evil alien just had to disarm our brave man in black.”

The newscaster clasped his hands together, “I am terribly sorry for not calling this man by his name. I couldn’t even find out what agency he works for that would give him enough power to do this without a proper government authorization.”

The screen showed a few brief flashes of helicopters, armed soldiers, and blockades around the city.

“And it must have been unauthorized. After all, our government would never let someone use such dangerous weaponry in a densely populated city without at least trying to evacuate the civilians, right? …Right?”

Silence hung for a few seconds, then the newscaster continued, “But let’s not dwell on these events too much. After all, they mustn’t be particularly important if no official statement has ever been issued regarding them. Let’s move on to the most damning evidence of alien evil: the destruction of the Riverside Mall.”

He snapped his fingers and more footage filled the screen.

“I was so terrified!” a young woman was saying. “When the earthquake began, I started to worry, but I never thought the entire building would collapse on my head! But then those strange glowing pillars appeared and held up the roof, so I could escape.”

“Everyone was running and panicking,” an elderly man said next. “With my leg, I couldn’t move fast, so I ended up trapped. Then this kid appeared: grey skin and claws half a foot long. He lifted me up and carried me through a wall like it wasn’t even there.”

A small girl was next, “Daddy got hurt real bad and he told me to run, but I was too scared. But then a ghost appeared! He looked like Casper and his voice was funny. He carried me and daddy to the doctors.”

“Pieces of the roof were falling down,” a middle-aged woman said. “I thought I was done for. Then a swarm of bugs came out of nowhere and dragged me away.”

“I was one of the first people they pulled out,” a young man said. “I wasn’t really hurt, just twisted my ankle. I was just sitting there ‘cuz I could barely walk but I wasn’t a priority for the medics. Those ghosts or aliens or whatever they were, they kept working, pulling people out, until that blue insect guy said there was no one left inside. They saved everyone, then left.”

The video ended and the newscaster clasped his chest in a theatrical movement, “Do you see how truly evil and horrifying these aliens are?” Then he paused, “…Oh, wait, I must’ve cued the wrong footage. My apologies: here’s the correct one.”

The next video showed an interview with a woman captioned as councilwoman Liang.

“The collapse of the Riverside Mall was a horrible event and clearly an act of terror by the alien invaders. We were lucky that no one died when these monsters attacked the building. My heart goes to the victims,” she was saying.

The newscaster shook his head, “That poor woman. This must be so terrible for her: after all, she is the one responsible for the construction of this building. No wonder it took alien involvement to bring down that mall: with such a prominent citizen directing its construction, everything must have been up to code, right? It wasn’t like it was built six times faster than normal or anything, right?”

Two photos appeared, one of an empty lot, the other of the Riverside Mall, the dates on both of them showing how little time it took to build.

The newscaster waved his hand, “I even have some files from the construction company – headed by our wonderful citizen councilwoman Liang, of course – that detail the process. Now, I’ve always been bad with numbers. I am a reporter: I’m paid to talk, not decipher technical data. So why don’t we call in an expert?”

A footage of a no-nonsense woman, captioned as a head engineer of a fairly big construction company, appeared. She scoffed and waved a stack of papers in the air, “Ask anyone who has ever heard of construction work: this time span is ridiculous for this kind of project. This isn’t just cutting corners: it’s direct violation of every existing regulation!”

The newscaster frowned, “Oh, my… It almost sounds like the Riverside Mall was built like a house of cards, ready to collapse from a breeze, much less an earthquake. But surely if this was true, our prominent citizen councilwoman Liang and her company would’ve been under investigation?”

A photo of a local newspaper, its title reading exactly that, appeared on the screen.

“Oh, she is?”

The newscaster laced his fingers together, “But of course, we’re not going to let little things like logic, proof, eyewitness claims, and expert opinions change our minds. Clearly, these aliens are pure evil. Clearly.”

He paused and leaned back in his seat, “And on this note, we end today’s episode of ‘Harangue Nation’. See you next time.”

“This man is ruining our plans!”

“Do you wish me to silence him?” Agent Steel asked, while his superior cursed the name of Will Harangue. “Because that can be arranged.”

His superior was silent for a few moments, thinking it over. Then he finally replied, his voice once again calm and collected, “No, not yet. We don’t need to attract the wrong kind of attention and the public opinion is still in our favor. Proceed with the plan.”

“Yes, sir. As long as the algorithm is correct in determining the next destination of those aliens…”

“Our analysts assure me that it is. But don’t get discouraged if our prey refuses the bait at first: merely set up a few more traps.”

“…Sir, are you sure that this is the type of a trap we need?”

“Oh, I’m sure, agent,” his superior hissed with voice full of venom. “I’m very sure. Don’t you see what those aliens are doing? Pretending they’re here to help, pretending to be some kind of heroes… just like the Plumbers did! As if they ever gave a damn about the lives they destroyed! It’s always, always been like this! They come to our planet, play with innocent lives, and they expect to be praised and rewarded for it! …Yes, agent, they will take the bait. I guarantee it.”

Will closed the door of his apartment behind him and slowly exhaled. What a year this week had been… And it was only Monday. Aliens, robots, and alien robots he could tolerate, but seeing the rubbish his so-called colleagues in the field spouted in the news made his blood boil. And these people called themselves reporters?!

He loosened his tie and pulled off his shoes, shuffling into the living room. He took off his glasses and fell on the couch with his clothes still on. But before he could doze off, the laptop he had left open on his table had turned on all by itself.

Will sat up and put his glasses back on. Sure, he knew a hacker or two (contacts like this were indispensable for a reporter), but they never bothered with tricks like these. He pulled the laptop closer and its screen changed to an image of a metal statue in a medieval getup. Or rather, a masked man in a medieval getup, Will realized when the ‘statue’ moved and began to speak.

“Will Harangue, I presume?” the man asked in a deep, somewhat distorted voice.

Will crossed his arms. “Considering that you hacked into my laptop – impressive work, by the way – I think you already know the answer. So what’s it gonna be? Threats? Blackmail? The good old ‘stop poking your nose into things that don’t concern you unless you wish to lose it’ speech?”

“On the contrary,” the man replied. “I am here to propose an alliance.”

Will raised an eyebrow, “You want me to put an ad for your LARP group in my show? Sorry, but no can do.”

“Then how about information?” the man asked. “There are events that we wish to shine a light upon and secrets that should be exposed. In return, I offer the protection of our organization. There are people who would like nothing more than to silence you.”

“Protection racket? Really? Please. I’m not going to sign up to work for some medieval mafia just because I pissed off the wrong kind of people.”

The man laced his fingers together, which couldn’t have been comfortable with the metal gauntlets he was wearing. “I see. Perhaps, you will change your mind when you see what kind of information we can offer. I have sent you a sample.”

Then the video feed turned off without so much as a by-your-leave. Rude.

Will rubbed his eyes under his glasses. Sleep sounded much more appealing than whatever this D&D reject wanted him to see, but curiosity got the better of him. Will opened his e-mail and read the newest letter. It was the same drivel the knight of the wacky table had told him already, the only difference being that the letter was signed.

“Enoch, huh?” Will muttered and started to download the files attached to the letter.

If those had viruses and spyware, then joke was on that guy: Will never kept anything important on things that could be hacked into.

He used that time to make himself some coffee: Will had a feeling that this was going to be a long night. When he returned from the kitchen, the files were downloaded and ready to be opened.

“Let’s see what the fuss is all about,” Will muttered and clicked on the first one.

Chapter Text

“Took you long enough, you insufferable asshole!” Vera snapped after a very long, very angry, and very loud tirade that followed Max’s attempt to apologize. (He kept the phone at an arm’s length for half of it but his ears were still ringing from the volume. Damn, his sister could yell.)

“Now give the phone to the kids,” Vera ordered. “I want to talk to them.”

And to make sure Max told her the truth, no doubt. (The realization tasted bitter but it was nothing more than what he deserved.)

“Alright,” Max said and gave his phone to his grandchildren who had been pretending that they weren’t listening in.

Then he left the room and headed to the Rustbucket, giving the kids their privacy. Max wanted them to speak freely, but he knew they wouldn’t, not in front of him.

He didn’t know how long it would take to regain their trust, to fix things between them (truly fix them, not just bury his head in the sand and ignore the problem as he was prone to doing), but Max had to try.

He refused to waste this second chance (refused to break their family further).

After much deliberation, they had finally decided on their next destination: the Yellowstone National Park, after which they would continue on towards the ocean shore. However, the first stop they made after leaving Phil’s house was, boringly enough, a mall.

“I sure hope this one isn’t gonna fall down,” Ben muttered, uncomfortably rubbing his left wrist.

“Let’s hope not,” Grandpa Max agreed. “Alright, kids: we need groceries first and foremost, but if you need to buy something else…”

“Uh… A few more shirts for me?” Kevin asked awkwardly. “I still have no idea how Ben manages to transform his clothes.”

Ben smirked, “Have I ever told you how much I love the Omnitrix?”

“You should get something with long sleeves to keep it hidden if you need it,” Gwen suggested. “Or are you gonna keep wearing Kevin’s hoodie?”

Kevin shrugged, “Eh, I don’t mind.”

“Oh, that’s a good idea,” Ben agreed. “Definitely something black.” He shrugged at the questioning looks directed at him, “What? The style is kinda growing on me.”

“What about you, Gwen?” Grandpa Max asked.

She tapped her chin, “You know… I think I’m gonna look for some kind of disguise for hero work. Hex promised to make a charm with an illusion spell for me, but it’s probably gonna take a while. Gotta need something to keep my identity secret until then.”

Grandpa Max looked like he wanted to protest, but Gwen glared him down and he reluctantly nodded, “A mask and a costume then? Let’s see what we can find.”

They returned to the Rustbucket without incident, loaded with their new purchases. Gwen had managed to assemble a decent enough costume for herself: black shirt and pants, purple sash around her waist, and a pair of black gloves. To hide her face, she chose a black mask with purple accents that looked vaguely cat-like with two pointed ‘ears’ on top.

“Oh yeah! There’s a new superhero in town!” Ben cheered. “Now you just need a cool name to go with it.”

Gwen wrinkled her nose, “Do I have to? My name isn’t that rare, so it’s not like I’m risking my identity. And it’s not like anyone here is using a different name either.” She raised a finger when Ben tried to protest, “Nuh-uh. Your aliens have different names, but not you.”

Ben stuck his tongue out, “Ha! Shows how much you know! I’m Ben 10! See? ‘Cuz I can turn into ten aliens and my last name is Tennyson.”

Gwen rolled her eyes, “Oh, sure, just chop your name in half. So original. Then what do we call Kevin if he has his own powers and can copy all of yours? Kevin 11?”

She had no idea why Kevin burst into laughter or why he couldn’t calm down for several minutes. Her idea wasn’t that funny, was it?

“Uh… You sure you can still breathe here, dude?” Ben asked, poking their friend in the ribs when he started wheezing.

“Yeah, totally!” Kevin managed to gasp out.

“Uh-huh,” Ben muttered, clearly disbelieving.

“Can you at least tell us what’s so funny?” Gwen asked. “Because I feel like we’re missing the joke here.”

“Remember my last name?”

Ben narrowed his eyes, “Wait a minute… It was Levin, right?”

“Oh, right. Your name freaking rhymes,” Gwen deadpanned. “I have no idea if it’s super-cool or super-lame.”

Kevin chortled, “I know, right? And the best thing is, it’s a total coincidence! That’s my dad’s last name and I was already about four years old when mom married him.”

Gwen snorted, “Okay, that’s actually hilarious. Though still far from the weirdest thing that ever happened to us.”

“You don’t know the best part!” Kevin added gleefully. “Wanna know what my middle name is?”

Ben gave him a suspicious look, “Uh, okay?”

“It’s Ethan,” Kevin choked out through another laughing fit.

Gwen stared at him blankly, “So you’re saying that your actual real name is–”

“–Kevin E. Levin? You’re literally Kevin Eleven?!” Ben cackled. “No way!”

“Yes, way!”

“That’s definitely super-lame,” Gwen giggled. “I thought things like that only happened in comics!”

Kevin shrugged once he got his laughter under control, “What can I say? Our whole lives are weirder than comics.”

“But speaking of weirdness,” Ben continued. “Let’s see if there’s anything in the news.”

The first news report they had stumbled upon immediately ended their good mood.

Ben swallowed thickly and rubbed his forearm, his nails catching on the scar right above the Omnitrix. He couldn’t tear his gaze away from a robotic monster rampaging through the city. Every outlet showed the same news and it felt like Ben was transported back to that place, racing across the demolished streets and digging people out of the rubble.

He didn’t know how many of them would live to see another day.

Even the acerbic Will Harangue was somber and much more to the point, giving his condolences to the hospitalized victims and their families and presenting facts straight instead of coating them in sarcasm. Even though there was enough footage of people rescued from collapsed buildings and doctors saying that many wouldn’t have survived if not for the speedy alien delivering them straight to the hospital, Ben felt the farthest thing from a hero imaginable.

Gwen closed the laptop and clasped his hand, trying to stop him from tearing open his scar. “You did the best you could, Ben,” she whispered. “Don’t blame yourself for it.”

“Because if you do, you’ll have to blame us too,” Kevin added, wrapping one arm around Ben’s shoulders. “We’re in this together.”

“Actually, the one you should blame is Xylene,” Gwen said. “Or him,” she hissed with a searing glare at the front of the RV where Grandpa Max was.

Ben wished he had her confidence. He looked down at the Omnitrix and dug his nails into the scar above it, “I wish I never found this thing… What’s gonna happen when the Plumbers figure out that we tricked them? I’m just putting everyone on Earth in danger.”

Kevin grabbed his hand before Ben could scratch his skin open, “No, they are the ones putting everybody in danger. You are the one who keeps the Omnitrix safe from them.”

“…That’s what Vilgax said too.”

“Then listen to him, Ben,” Gwen whispered. “Don’t blame yourself, please…”

Ben lied on the couch and stared blankly at the ceiling. He felt numb, his thoughts moving sluggishly as his mind kept picking at the memories of the battle that every news outlet was screaming about. Kevin took away the laptop, saying he shouldn’t watch the news when there was nothing but negativity.

Maybe his friend was right. But what did it matter? His mind was already full of monsters.

Ben kept trying to remember: did he really do everything he could? What would’ve happened if he had made different choices? If he was stronger, faster, better… If he really was the hero that he claimed to be…

He didn’t know. And how could he? He was just a boy with an alien watch, trying and failing to do something good with it.

Gwen read the same passage in her spellbook for the third time before finally giving up. With her attention constantly slipping towards her cousin, she couldn’t concentrate.

She kicked Kevin’s foot under the table, “What are you reading?”

He looked up from the laptop, “Just trying to find something that isn’t all doom and gloom. Trust me on this: if you keep dwelling on bad things, you’re gonna snap.”

Gwen looked at the back of the RV where Ben was hiding. He had done so much good with the watch… It wasn’t right that he kept blaming himself for something that wasn’t his fault.

Ben had managed to somehow doze off, only waking up when Kevin shook his shoulder. Ben batted his hands away in confusion, his head heavy and aching.

“Wha-?”

“Ben! We need Heatblast! There is a fire!”

He scrambled to his feet, swaying slightly, “Where?!”

Gwen, who was already wearing her new costume, pointed at the front window where a thick column of smoke was rising into the sky.

Ben stumbled towards the front of the RV, “Grandpa? What’s going on?”

“I’m not sure,” his grandfather replied. “We were just passing through this city when Gwen noticed it.”

As the Rustbucket barreled down the street, the smoke drew closer while the residential buildings became scarcer.

“Looks like an industrial zone,” Grandpa Max muttered. “Probably a factory burning. That would explain so much smoke.”

“A factory is good, right?” Kevin asked. “Less people to evacuate.”

“That might be true, but we don’t know what exactly it has been producing. Toxic fumes are nothing to laugh at,” Grandpa Max tensely replied. “Just be careful, you three.”

He drove them to the burning building (indeed some type of a factory) and stopped.

Gwen frowned, “Why are there no firefighters around?”

“I guess we’re just faster,” Kevin shrugged. “Come on.”

He turned to look at Ben. Ben uncomprehendingly stared back.

“Ben? Heatblast?” Kevin prompted.

Ben jerked and raised his left wrist, “…Right.”

He tried to still his trembling fingers and dialed Heatblast. Ben closed his eyes as the familiar green light of transformation washed over him and tried to hold onto that fleeting feeling of becoming someone else. (Someone who wouldn’t fail. Who wouldn’t let others get hurt. Not again.)

Ben was acting off, not that Kevin could blame him. But right now they had other things to worry about.

Kevin raised his asymmetrical hands in front of him and sharply swiped them down, using his copied powers to extinguish the flames at the entrance of the building. He frowned, “Still too much smoke.”

Gwen rubbed her hands together and thrust them forward, “Galeas Disruptus!”

A powerful gust of wind erupted from her palms and blew the smoke away. It fed the few remaining flames, but Ben quickly smothered them with his own powers.

Gwen’s eyes glowed magenta, “I can feel people still inside.”

“They are probably trapped,” Kevin muttered. “Show us the way, Gwen.”

They used the same trick to remove the flames inside, but Kevin couldn’t shake off the feeling that something here wasn’t right. The fire burned where there was nothing to burn, patterns marked on the floor like something was spilled there.

He frowned, “Looks like gasoline.” Which meant, this fire wasn’t an accident. “I don’t like this.”

They entered a new area: huge, with several exits and at least three stories high, filled with long worktables and some unidentifiable rusted equipment. There was no fire there, but the roof was broken and crumbling.

“This whole place is abandoned,” Ben hissed.

Gwen narrowed her glowing eyes, “I can still sense people.”

“Where? How many?” Ben asked.

She whipped her head around as if she was trying to see through walls, “I– I can’t tell. It’s like they’re everywhere!”

The roof shattered.

Long ropes fell through the holes and several people rappelled down. With armored military uniforms and plenty of weaponry, they looked like they meant business.

More soldiers came from every entrance of the massive room, pointing their weapons at them. All had their faces covered except for one: a tall, blond man with a scar across his face.

He smirked, “Three aliens at once? Today is my lucky day. It looks like third time really is the charm.”

Kevin had no idea what this guy was talking about other than the fact this was all a trap for them specifically. He swallowed nervously and tried to think of a way out. The floor under his feet was metal. If he was there alone, he could’ve tried to zap the soldiers with electricity, but his control wasn’t good enough to avoid hurting his friends. And fire wouldn’t protect them from bullets.

“Who are you? What do you want from us?” Ben growled.

“You don’t get the luxury of asking questions, alien scum,” the man coldly replied. “And if you want to continue breathing, you will do as I say. My superior wishes for you to remain intact, but he will understand if I inflict some damage, just to ensure your cooperation.”

The soldiers cocked their guns in a clear expression of threat. Unfortunately for them, Gwen had other ideas.

“Contigo!” she yelled and a wall of magenta shimmered into existence, blocking the hail of bullets that followed. Cracks spread from the impact points, but the shield held on. “Saphirius Expectorium!” she shouted next and a whirlwind spun around them, shattering the shield and throwing the soldiers away.

The blond man (their leader, apparently) managed to remain standing and aimed his gun at them. Kevin fried it with a blast of energy and knocked him back with another. Then he swiped his hand in a half-circle, creating a wall of fire: it wouldn’t last long without fuel, but it should be enough to cover their escape.

Max drummed his fingers on the wheel of the Rustbucket. Where were the fire brigades? The ambulances? Where were the workers? They couldn’t all still be inside the factory, could they? Something here wasn’t right and he didn’t like it one bit.

His suspicions were confirmed when he saw the kids run out of the building, Ben pausing long enough to block the entrance with a stream of fire.

“It was a trap!” Gwen shouted, jumping inside the Rustbucket.

“Get us out of here, now!” Kevin yelled. He stumbled and fell in his hurry, his half-Pyronite body leaving scorch marks on the floor of the Rustbucket.

Ben dove in and shut the doors behind him, “Floor it, grandpa!”

Max hit the gas, barely staying inside the speed limit as he drove away from the factory. “What happened?” he asked briskly.

Ben reverted to human form and dug his fingers into his hair, “It was a trap. That place was abandoned. They set it on fire just to lure us in!”

“They?”

“Military, I think. Or some kind of secret service. I don’t know!”

“They knew we’re aliens, so they might be Area 51,” Gwen added. “Their leader was a blond guy with a scar. Like this.” She drew a finger across her face to show its shape. “Do you know who this is, grandpa?”

Max shook his head, “No, doesn’t really ring a bell.”

Gwen scoffed, her voice a mix of mistrust and disappointment, “Of course you don’t know.” She pulled out her laptop, “I’ll try to find something.”

“Can they track us?” Kevin asked. He changed back to human form and looked out the window, “I don’t see anyone chasing us, but they could’ve seen the Rustbucket. The number plate–”

Max reached under the dashboard and pressed one of the buttons hidden there, “Now we have a different one.”

He opened a hidden compartment and pulled out a set of documents corresponding to that particular plate with a fake name. (He had almost forgot he even had them. Who knew they would ever come in handy again?)

“What if they block the roads?” Ben asked. “What then?”

“Same thing we did in Washington,” Gwen replied. “We split. You two go Stinkfly or XLR8 and get out. Grandpa and I drive. Then we meet somewhere–”

“There should be an old mine outside this city,” Max called. He took the map he had been using to navigate and waved it in the air.

Kevin grabbed it and fell into the front seat, “Show me where it is.”

Max pointed first at the mine, then at the road leading towards it from the city, “This is the fastest route.”

Kevin nodded and scrambled back. He spread the map on the table, showing the path to Ben and Gwen.

“There’s a river around here?” Ben asked. “I guess we can use Ripjaws. It’s probably stealthier.”

“But not as fast,” Kevin replied. “I think Stinkfly is our best bet: I’m still not that good as XLR8.”

“I can carry you. Both of you, actually. Gwen?”

She shook her head, “No, it’s better if someone stays here, just in case there’s a fight. And…”

She trailed off but Max could fill in easily enough. She wanted to keep an eye on him.

Gwen growled and slammed her laptop shut, “I can’t find something if I don’t know what I’m looking for!”

“I’ll call Phil: maybe he knows something about those people,” Ben suggested.

Gwen nodded and gave him her phone. She nervously drummed her fingers on the table, glancing at the windows every now and then. Just because she couldn’t see anyone didn’t mean they weren’t being pursued.

Several minutes passed in tense silence interrupted only by Ben’s quiet explanations over the phone. Then Grandpa Max swore loudly and hit the brakes. Gwen winced as her stomach hit the edge of the table at the abrupt stop.

Ben quickly turned off the phone, “Grandpa?!”

“Blockade!” he snapped and shifted the Rustbucket into reverse. Then he swore again and stopped. “Traffic behind us. We’re blocked in!”

Gwen scrambled towards the front of the RV. She immediately ducked down, “Soldiers! Coming right here!”

Her grandfather frowned, “You three need to get out. Quietly.”

“But–” she tried to protest.

“Gwen, I swear to you, I’m not going to betray you to these people. We’re almost out of the city. Just get to that mine, alright?”

She swallowed thickly and reluctantly nodded, “…Alright.”

As Ghostfreak, escape was a child’s play. Ben phased through the side of the RV with Gwen in his arms, his invisibility and intangibility spreading over her too. Kevin followed using his own copied powers.

All three of them stayed close to the Rustbucket as the soldiers approached. Ben felt his inner limbs twist into knots. Different plates or not, their RV had a very distinct look. And it was a Rustbucket, made with alien tech. What if the soldiers knew what it was? Would Grandpa Max be able to talk his way out of this?

Ben waited, counting his remaining transformation time in his head and listening to the snippets of conversation. (He refused to acknowledge the fact that a part of him was almost as wary of Grandpa Max as he was of the soldiers.)

“I have a really bad feeling about this,” Gwen whispered.

Kevin shifted uneasily and flexed his claws, “What’s taking them so long? Do they buy what he’s saying or not?”

“I don’t know,” Ben whispered back. “They are talking about some total nonsense…” The sound of helicopter blades made him gasp in horror, “They are just stalling for time!”

Max was doing all he could to play the part of a harmless old man as the soldiers continued to question him. He was fairly sure that he wasn’t fooling them but why then weren’t they trying to arrest him?

That was when invisible hands crushed their guns, lifted the soldiers themselves into the air, and sent them skidding across the pavement.

“What are you doing?!” Max hissed.

“They were just waiting for reinforcements!” Ben snapped, still invisible, and shoved him towards the RV.

Max cursed, finally paying enough attention to his surroundings to notice the sound of an approaching helicopter. He climbed into the driver’s seat only to see Gwen already at the front. She held her hands clasped in front of her, magenta energy gathering in her palms.

Then she threw her hands forward, “Skadiggeteth Metalarka!”

Ethereal glow covered the cars and barricades that were blocking the road and lifted them into the air.

“Drive!” Gwen choked out, her entire body trembling with effort.

Max didn’t need to be told twice. He floored the gas pedal and drove beneath the floating cars. The very second they were clear, Gwen dropped them down. She gasped for breath, shaking and wide-eyed.

Kevin clutched her shoulder, “That was awesome, Gwen!”

“I– I’m out,” she stammered and clasped his black claws. “No mana left.”

“No Omnitrix left either!” Ben yelped, reverting to human form. “Dammit! We need to take down that helicopter! Or shake it off!”

“I’ll try to shoot it down!” Kevin shouted, his transformation lost as well. “Open the doors!”

Max did as such, watching through the rearview mirror as Kevin leaned dangerously far outside. A powerful lightning blast he released hit the tail of the helicopter, making it spin out of control and forcing the pilots to make an emergency landing.

“Yes!” Ben cheered and pulled his friend back inside. Then he paled as another helicopter appeared, “No…”

Max cursed under his breath, wishing the energy cells in the rocket boosters of the Rustbucket weren’t completely dead. He didn’t have the time to swap them out for new ones when he was at the Rushmore base. And now there was no way they would be able to outrun a helicopter.

But they didn’t need to. They just had to keep their distance until the Omnitrix recharged.

The road was completely clear after the blockade, allowing the Rustbucket to pick more speed. Max drove over the bridge that connected two riverbanks, glad it was stationary. If it was raised, they would’ve been trapped.

Then a shrill whistling noise filled the air, turning into a deafening roar of an explosion. Then another and another.

Then the RV spun out of control and flipped over. The seatbelts dug into his body and the harsh impact threw him into the momentary darkness of unconsciousness.

Ben didn’t have the strength to joke about the déjà vu of being trapped inside the overturned Rustbucket with the Omnitrix still recharging. He stood up on what used to be the roof and tried to pry the doors open but he wasn’t strong enough to overpower the damaged mechanism.

“Let me try,” Grandpa Max said, staggering towards him. He looked woozy and there was blood dripping sluggishly down his forehead.

Kevin and Gwen wobbled closer, holding onto each other to stay upright. The crash wasn’t kind to any of them.

Grandpa Max forced the doors open and they stumbled outside only to freeze in horror.

A chunk of the bridge leading back towards the city had been destroyed completely. There was only one road ahead of them, but it was blocked by a helicopter with armed soldiers rappelling down from it. Their overturned RV was the only thing between them and the line of weapons pointing in their direction.

“Aliens and alien collaborators,” an all too familiar voice announced over the loudspeaker. “You have thirty seconds to come out with your hands raised or we will shoot.”

“What do we do?” Gwen whispered. “I don’t have any mana left.”

Ben looked at the red dial of the Omnitrix. It needed several more minutes to recharge.

Minutes they didn’t have.

“Twenty seconds.”

“We have to surrender and try to escape later or they will kill us,” Grandpa Max breathed out. “There is no other way out.”

Kevin narrowed his eyes, “…Oh, I can think of one.”

Then he clamped his hands over the Omnitrix.

The alien device lashed out with a surge of energy but Kevin didn’t let go. Red lightning coursed over him and Kevin collapsed on the ground, screaming in pain.

His flesh bubbled and melted. Pale green crystals ripped through the skin of his right arm, his left one erupting into flames, but his grip on the Omnitrix didn’t waver. His legs reshaped, tearing through his shoes, and a long reptilian tail stretched out behind him. Sharp insectoid wings tore out of his back and a second pair of orange-furred arms with massive black talons burst from his sides. His neck split open into gills and his hair writhed like tentacles streaked through with green circuitry. His screams of pain turned into distorted roars as his face changed into a grotesque parody of an anglerfish with three asymmetrical eyes and long daggers of teeth.

Then he fell silent, only the small rise and fall of his chest showing he was still alive.

“…Kevin?” Ben whispered in horror.

The mismatched hands wrapped around the alien device on his wrist opened and Kevin shakily stood up. Then he grinned, “Now, that’s more like it!”

And with a speed unthinkable for a form this huge, Kevin charged at the blockade.

The pain was already a distant memory and Kevin couldn’t help but grin at the rush of power coursing through his body.

The soldiers moved in slow motion – or rather Kevin’s own speed made it feel that way. His upper right arm reshaped into a crystalline shield, blocking the bullets, and he plucked the guns out of their hands, either crushing or throwing them off the bridge. A rocket was launched from the helicopter and he met it with a stream of fire, forcing it to explode mid-air.

He rushed towards the helicopter, his wings lifting him in the air until he was level with it. He ripped off the weapons from beneath its stubby wings and clawed open the door. Then he grabbed the pilot and hauled him out, before sending the empty helicopter careening into the river with a single punch.

Kevin pivoted down and dropped the pilot into the river too. Then he flew up and pushed the rest of the soldiers off the bridge with a swipe of his tail.

With the threat gone, he flew back towards the Rustbucket. It seemed much smaller to him now than it used to.

Kevin grabbed the RV, his four hands providing just enough leverage, and pushed it right side up. “Think it can still drive?”

Max climbed into the driver’s seat and turned the key, “It should.”

The engine rumbled back to life and Kevin breathed out a sigh of relief, “Good. Get to that mine: I’ll meet you there.”

“What? No!” Gwen snapped and grabbed his lower right hand, her fingers tiny compared to his own massive claws. “What if you time out?!”

Kevin gestured at the two new helicopters approaching them, “I can’t let them track us down! …I’ll be alright, Gwen, don’t worry.”

Reluctantly, she released his hand, “Just… be careful, please.”

“I will.”

“We’ll wait in the mine until morning,” Max said. “If you time out and can’t get there, then head to Phil’s house.”

Kevin nodded, “Will do.”

Ben shook his fist at him, “And don’t you dare get caught and make us bail you out because I’ll be saying ‘I told you so’ for the rest of my life!”

Kevin laughed and rose into the air, giving him a jaunty salute, “Aye-aye, captain!”

He wasn’t worried about himself: with so much power at his fingertips, those soldiers wouldn’t know what hit them.

The old abandoned mine was barely big enough to fit the Rustbucket but that made it all the better to hide in. Ben paced down the length of the RV, wringing his hands. “Where is he? It’s been hours!”

Grandpa Max caught his wrist. “Ben, please, try to calm down.”

Ben jerked his hand away, “I can’t! What if Kevin got hurt? What if they caught him?!” He dug his fingers into his hair, “We left him there all alone! I should’ve stayed and helped!”

“No, you shouldn’t have,” Gwen said. She looked as miserable as Ben felt. “Your watch took so long to recharge… If you stayed, you would’ve only made yourself a target.” She looked away, “If only I was better with magic–”

Grandpa Max shook his head, “It’s not your fault that you ran out of mana, Gwen. There wasn’t anything you could’ve done. Kevin gave us a chance to get out of there. We have to believe that he can escape on his own. And if not, we’ll break him out, I swear.”

They lapsed into silence after that, too worried and too tired to talk much. Despite himself, Ben was starting to doze off when he heard something heavy hit the ground outside. He jerked awake and peeked through the blinds.

At the sight of the huge mutated form of his friend, Ben flung the door open and threw himself outside. “You’re back! You’re okay!”

Kevin gave him a tired grin illuminated by the pale light of his anglerfish lure. “Sorry it took me so long to get here. I had to make sure no one was following me.”

Gwen smirked, “Well, even if they did, it’s not like we’re gonna stay here, so they can search this place all they want.” Her expression softened, “I’m glad you’re alright.”

“But we really should put a little more distance between us,” Grandpa Max added. “Come on, kid, get in. Might be a tight fit, but I don’t think we should waste time waiting until you transform back.”

Ben yawned, “Kinda weird that you haven’t turned back human already.”

Alarm bells started to ring in his mind when Kevin stiffened and wrapped his arms around himself like he was cold.

“…Kevin? What’s wrong?”

“Ben, I– I don’t think I can turn back.”

Chapter Text

Max couldn’t afford to sleep. His eyes were starting to burn from exhaustion but he had to keep driving. Every mile between them and that disastrous city allowed him to breathe easier, but the tension never fully left his body.

His old partner had told him a few things about the threat they were facing: SECT, Special Extraterrestrial Containment Team and their leader Agent Steel. A former Area 51 strike team, one highly prejudiced against aliens, that gained a surprising amount of independence in the recent years (some said, due to the interference of some shadowy benefactor). Max was somewhat surprised that he had never heard about them, but perhaps that was to be expected: he had spent more time in space than he ever did on Earth.

What kind of organization were they now? Certainly not one to take lightly. Max could guess how they managed to set up a trap like this: aside from a few detours, he had tried to get to the Rushmore base as fast as possible, hitting only enough tourist spots along the way to hide his true intentions from the kids. But it still begged the question of how much information SECT had available to calculate it so precisely.

And how much they managed to find out yesterday.

The documents Max had shown the soldiers at the blockade had been fake and he had switched the number plates once again. His face wasn’t particularly memorable, Gwen had been wearing a mask throughout, and Ben and Kevin had been transformed. There shouldn’t have been anything that could put their identities at risk, but Max was still worried.

He kept driving south over small roads and abandoned towns, as far away from their previous course as possible, and hoped they wouldn’t fall into another trap.

Ben couldn’t afford to sleep. Gwen’s laptop was open in front of him, but the text on the screen was starting to blur before his eyes. Yet still he kept searching, trying to find something, anything about SECT. What did they want? How did they manage to find them? He didn’t know but he couldn’t afford to walk blindly into another trap.

Almost against his will, his fingers found the dial of the Omnitrix. He twisted it back and forth, feeling the minute clicks and shifts as the mechanisms inside it reacted to the movements. Vilgax told him there was much more to the device than what he had managed to uncover so far. He had to keep trying to unlock its secrets.

He wanted more power. No, he needed it.

He couldn’t fail again.

Gwen couldn’t afford to sleep. She sat at the table, hugging her knees to her chest, her spellbook open in front of her. Her eyes raked through lines of text, countless spells she still had to learn.

Scrying, scanning, revealing… All the ways to search for traps and reveal hidden enemies.

Protection, liberation, teleportation… All the ways to defend and escape.

Illusions, glamors, transformations… All the ways to create a disguise, to hide in plain sight and walk unnoticed among enemies.

This was her power. She should be able to use those spells. She needed to.

She refused to remain useless.

Kevin couldn’t afford to sleep. He curled on the floor at the very back of the RV, tucking in his mismatched limbs in an awkward attempt to fit in, and tried to shapeshift again and again. The power he had been so elated about was now a tangled knot in his chest. So many different energies were twisted together, he had no hope of separating them.

He couldn’t even tell if there was a part left that was still him underneath.

He tried to pull it apart, to release that energy, but nothing worked. He wanted to laugh. Maybe this was how his powers were supposed to work all along.

Maybe this was what he was always meant to be.

(And maybe, just maybe, some part of him liked this power and didn’t want to let go. At least this way he could keep his friends safe.)

Max drove off the road into a small forest and stopped the engine. For a few minutes he just looked at the rays of the rising sun filtering through the leaves. Then he rubbed his eyes and felt crusted blood on his brow. He let out a tired sigh: he was a little too old for all-nighters.

He stood up and tried to stretch, as much as the limited space of the RV allowed. He couldn’t afford to sleep, not even now, but he still needed a break. Max quietly shuffled towards the small kitchenette, trying not to wake up the children. He knew that all of them had been awake for most of the night.

Gwen was slumped with her back against the window, her spellbook lying open on her knees. Ben had the laptop open in front of him, his cheek resting on the edge of the keyboard. Kevin looked as uncomfortable as ever, the Rustbucket barely big enough to accommodate his new shape. He still hadn’t changed back.

Max sighed heavily as he remembered the painful transformation. This kid really had the worst of luck and Max had no idea how to help.

He hated being so useless.

Gwen already knew that TV couldn’t be trusted, but the coffee Grandpa Max shared with them was a complete disappointment. Instead of being a miracle cure for her exhaustion, it only managed to elevate her from mostly dead to barely functional.

Judging from Ben’s expression, he wasn’t impressed either.

“It’s an acquired taste,” Grandpa Max shrugged.

“I like electricity more,” Kevin said. Thankfully, there was no one in the forested area other than themselves, allowing him to stay outside. He squinted at the map that Grandpa Max had spread on the ground, “So, we’re somewhere in Colorado? That’s pretty far off course.”

Grandpa Max nodded, “I didn’t think continuing to move west was the best idea.”

“Because that’s how SECT managed to catch us, right?” Gwen asked. She rubbed her temples, trying to chase away the now-familiar headache that came with magic exhaustion. Her mana still hadn’t replenished fully.

“But didn’t that guy say something like ‘third time’s the charm’?” Ben mumbled into his cup. “Does that mean it wasn’t the first trap he made?”

Gwen stared at him, “Just the first one that caught us? Huh.”

Grandpa Max frowned, “I’m not sure I like the implications. Just how much resources do they have?”

“And how do we keep them off our back?” Ben added.

Gwen nodded, “I’ve been thinking about that, actually. The Rustbucket is really noticeable, so we gotta disguise it somehow.”

Kevin tapped Ben’s shoulder with the tip of his tail, “Can Upgrade do this?”

“Uhhh… It’s usually only temporary, you know. I’ll try but I’m really not sure.”

“If that doesn’t work, we can try to do it by hand,” Grandpa Max suggested. “Taking off the satellite dish and changing the paintjob should make it look different enough.”

“Wait a minute…” Gwen tugged the map towards herself, “Aren’t we close to Las Vegas?”

“Close enough,” Grandpa Max replied. “Why Vegas?”

“That’s where Hex and Charmcaster live,” Gwen explained. “Maybe they can help? With the Rustbucket and–”

She trailed off uncomfortably.

“–And with me?” Kevin finished. He stretched his mismatched upper arms in front of him. “No one knows what the hell I am. No one knows how my powers work. Do you really think they can help?”

Gwen clasped his lower left hand between both of hers, “We still have to try.”

Kevin sighed, “Just don’t be too disappointed if that doesn’t work.”

“Or we could use the beacon,” Ben suggested.

Kevin rapidly shook his head, the circuitry-streaked metal tendrils of his hair whipping around, “Oh no-no-no-no-no! No! We are not calling Vilgax! Did you forget that he’s the one keeping the Plumbers off our back? I refuse to risk bringing them back to Earth and that’s final!”

Grandpa Max raised an eyebrow in askance and Gwen belatedly realized that they hadn’t actually told him about the beacon. She kicked Ben in the shin and nodded at their grandfather.

It took her cousin a few seconds to realize the same before visibly trying to decide whether or not to say anything. “Uh, right. The beacon. When we were on his ship, Vilgax gave it to us so that we could call for help if something happened.”

“Ah,” Grandpa Max nodded in understanding. “Thank you for sharing.”

Gwen gave him a suspicious look. It was such a far cry from his former ‘don’t you dare keep secrets from me’ attitude… She still wasn’t sure whether it was going to last.

She hoped it was. That would make their lives a whole lot easier.

“Careful with the antenna! That’s our internet!” Gwen snapped.

“I’m trying, I’m trying…” Ben grumbled as he detached the complex structure.

As Upgrade, it was easy for him to twist open the bolts and unlatch the satellite dish. He stretched his malleable limbs and handed it over to Kevin, who carefully maneuvered it into the luggage compartment.

Kevin stepped back and dusted off his hands, “Okay, done.” He looked up and squinted, “Wow, the Rustbucket really does look different without it.”

Unfortunately, that was about the only thing Ben could do. He wasn’t good enough at using Upgrade to make any permanent changes to the structure of the RV without messing it up somehow.

He said as such but his cousin waved him off, “I called Charmcaster and she said that she can totally remodel the Rustbucket. She’s a pro at transmutation.”

“But we can still do some remodeling inside,” Grandpa Max added. “Ben, can you move some furniture around?”

Under his grandfather’s directions Ben removed the table and the couches around it, moved the wardrobe, and pushed some shelves into the freed space. When the Omnitrix started to beep and flash red, Ben stood in the middle of the RV to take in his handiwork.

“Kevin!” he called. “Come over here and check this out!”

His friend poked his head through the door, “Check what out?” Then he shoved himself in sideways, his multiple limbs barely fitting through the doorway, “Oh, nice! I can actually move around without going intangible!”

It was still a tight fit but definitely better than before.

Kevin trudged towards the back of the RV and flopped down, using the couch as a backrest, “I can actually stretch my legs here! Awesome!”

Ben frowned slightly, “You sure you’re okay staying on the floor?”

“Well, it’s not like I can fit into my sleeping bag now,” Kevin shrugged. He lifted his upper left hand, “Also, gotta make sure I won’t accidentally burn anything, what’s with me being a walking fire hazard now.”

Ben rubbed the side of the Omnitrix, his nails tracing the ridged scar above it, “…Do you think you can do it? Control this power?”

Kevin shrugged, “Well, it’s my power, isn’t it? I’ll figure it out. Probably.”

“How can you be so calm?!” Ben blurted out. His nails dug into his skin. “You’re stuck like this because of me! If I was a real hero– If I didn’t drag you into this–”

Kevin’s striped tail extended like one of Ghostfreak’s tentacles and wrapped around his right wrist. It stopped him from tearing open his scar and sharply jerked him closer. Ben gasped and stumbled, falling right on top of his friend, and Kevin immediately locked both sets of arms around him. Ben struggled to break free but Kevin was immovable like a rock.

“Now listen and listen carefully,” Kevin said, his voice sounding even more distorted from this angle. “That was my decision. Maybe it wasn’t the best or the smartest but it was mine. Leaving New York with you was also my decision. And so was fighting at your side and dealing with your family drama.”

Ben was silent, forced to remain still and listen.

“You do realize that I could’ve left at any moment, right?” Kevin continued. “Just grabbed my backpack and bailed out and probably robbed you blind too. I’m not some prisoner here: I stayed because you and Gwen are my friends and I wanted to help you.”

“…You’re so mushy,” Ben finally muttered and tried to wiggle free once again. “Your hero name should be Mr. Snuggles. Fuzzy-Wuzzy. Cuddlebug. …Let me go already.”

Kevin squeezed him tighter, “If you promise to stop blaming yourself.”

“You’re awful. …Fine, I promise.”

“…Yeah, it’s been totally cool! Even Ben has been less stupid than usual… I dunno, maybe Yellowstone? …Hahaha, yeah! The news are so dumb! I bet it’s just some hoax! Maybe all these aliens are just an ad for some new sci-fi movie? …Yeah, okay. Uh-huh. Okay, dad, bye! Call you later.”

Gwen finished the call and slowly exhaled through gritted teeth. Once again her father was trying to convince her that aliens didn’t exist despite all the evidence to the contrary. (She wondered how long it would take for her mother to join in.)

“…I wish you didn’t have to lie to your parents like this,” Grandpa Max said.

“They’re lying too!” Gwen snarled. “You said it yourself: my father knows about aliens! He knows they exist! So why the hell is he saying they don’t? Why is everyone always lying to me?!”

Her eyes stung. Gwen turned away and pressed her forehead to the side of the Rustbucket. Its cracked white paint reflected the magenta glow of her eyes.

“…If he just didn’t say anything, I could’ve let it slide. ‘Cause I– I get it, okay? You don’t just drop something like ‘your grandma is an alien’ over breakfast. I would’ve never believed it without proof. But this is his chance to come clean! He could’ve, you know, slowly build up to it… But no! Instead, he keeps telling me not to trust the news! Keeps insisting that aliens aren’t real!”

Her grandfather put one hand on her shoulder, “I’m sorry, Gwen. It’s my fault. Verdona left. Then I left him, left both of my children because I thought that Plumbers, that aliens were more important than being with my family.”

Gwen rubbed her eyes, suppressing the glow of her magic. “So what, he thinks I’ll leave too if I know about aliens? That’s stupid. Don’t I get a choice?”

“Frank cares about you, Gwen. I know he does.”

“…He’s got a real funny way of showing it,” Gwen muttered.

Grandpa Max pulled her closer and wrapped his arms around her in a hug, “I’ll talk to him, Gwen. You shouldn’t have to pay for my mistakes.”

She jerked back, “Don’t you dare! Don’t call him! Don’t say anything!”

“Gwen?” her grandfather asked, looking unsure and hesitant.

She rubbed her eyes again, feeling the sting of her magic return, “…At least, wait until we get back home.”

Because eventually they would have to return. Because despite everything, this summer would end and they would have to come home. (Return to their normal, boring lives… Gwen didn’t know if they still could.)

“Alright. I’ll wait until I can talk to him in person. Until September.”

“Until September,” Gwen repeated. She slowly exhaled, steadying herself, and tried to smile, “Now come on: Las Vegas isn’t getting any closer.”

“If you break my laptop, so help me…!” Gwen hissed.

Ben waved her off, “Relax, will you? As Grey Matter I actually know what I’m doing.”

“If you want to have internet everywhere, isn’t it easier to reattach the antenna than try to improve the laptop?” Kevin asked without looking up from the data slate he was occupied with. “Just saying.”

“No, it isn’t,” Ben grumbled as he resumed his tinkering. “The Rustbucket is shielded, so the reception is gonna be lousy unless we pull the dish out of luggage. Same thing with the laptop, but at least it’s easier to carry around.”

“If you say so…” Kevin muttered distractedly.

Gwen flopped on the floor next to him, “What have you found that’s so interesting?”

Kevin shifted awkwardly in a futile attempt to make some space for her and gave her the data slate.

Gwen studied what she recognized as an entry from the interstellar database. There was a picture of a being that looked remarkably human-like, aside from the crown of sharp horns on their head and ridged, scaly skin. The database identified them as an Osmosian, an intelligent species originating from the planet Osmos V. She skimmed through the entry before pausing on the description of species-specific abilities.

“…Matter and energy absorption? Physical transformation?” Gwen read aloud. She looked up at her friend, “Did you actually find your biological father’s species?!”

“I guess? I mean, it’s the closest match I’ve found so far, but Psyphon said that only Anodites can have kids with other species without a whole lot of genetic sciencing involved. And if I was made in a lab, my mom would’ve definitely mentioned it. Also, Osmosians can’t shapeshift or copy alien powers.”

Which was probably good for the rest of the galaxy, Gwen thought privately, because it was an incredible ability, and an entire species capable of this would be pretty scary.

“That’s a bummer,” Ben said, the laptop temporarily forgotten. “If we knew what species you are, we could at least know where to start looking for a solution to this whole thing.”

‘This whole thing’ in this case referred to Kevin being a horrifying amalgamation of the Omnitrix aliens.

Gwen tugged lightly on his elbow, “How are you holding up so far?”

Kevin shrugged, “Decent enough. This shit is just my usual bad luck.”

Gwen sighed and leaned against his side, “If you say so. Just tell us if you need to talk or something.”

He smiled, showing the tips of his fangs, “I will, I promise.”

Between the lack of interruptions and Grandpa Max squeezing every bit of speed out of the Rustbucket, they made it to the outskirts of Las Vegas before sunset.

“Wow, this is a nice place,” Ben remarked at the sight of a huge mansion looming in front of them. “You sure it’s the right one?”

In response, Gwen pointed at the purple figure that on a closer look turned out to be Charmcaster.

The teenage mage waved at them in greeting and opened the gate. She walked next to the slowly driving RV and gestured at the smaller structure that looked like a shed or a garage. There was no car inside it but the shed was big enough to fit the Rustbucket.

“I thought you’ll have a limo in here, what with the fancy house and all,” Ben said, jumping out of the RV.

“And hello to you too,” Charmcaster smiled. “Neither uncle nor I ever learned how to drive, so there’s no point in getting a car right now.”

“Charmcaster!” Gwen cried and nearly bowled her over. “It’s so good to see you!”

The mage laughed and hugged her back, “We saw each other just this morning! Now, where is the third member of the terrible trio?”

“Um… Over here?” Kevin called uncertainly and awkwardly shuffled out of the RV. “Hi.”

Charmcaster stared at him, her eyebrows climbing higher and higher. “You are taller than you seemed through the mirror,” she finally said.

“Sorry?”

“Don’t worry, we have a big house and Uncle Hex stocked up on food beforehand,” the mage said dismissively. “If you end up staying here for longer than a couple of days, I’ll just make another grocery run.”

“Days?” Grandpa Max repeated. “How much time do you need exactly?”

“That depends entirely on how much work you want me to do. But let’s deal with that later. Come on: dinner should be ready soon.”

Dressed in regular clothes with an apron on top and with his hair tied back, Hex looked weirdly normal. The skull-like tattoo on his face added a little surreality to the image, but it was the kind of weirdness that Gwen had already learned to roll with. He offered brief greetings and disappeared back into the kitchen, saying that he needed a few more minutes to finish making dinner.

Charmcaster used that time to give them a tour of the house: from the somewhat-normal first floor where the guest rooms were located to the massive library-slash-museum occupying the second floor to the magic lab in the basement. Overall, it was a nice house, if a little empty and severely lacking in technology.

Ben wrinkled his nose, “No TV, no computer, no video games… What do you even do all day, Charmie?”

“…Charmie?” the mage repeated.

“Your name is way too long.”

She laughed, “Okay, Charmie it is then! As for what I do every day… I mostly read. Study. Uncle Hex and I had to learn a lot of things to fit in on Earth and it’s still kinda hard to socialize. Honestly, the main reason I started reading ‘Harry Potter’ is because I wanted to catch up on at least some pop culture. The fact that it was about magic was kind of a bonus.”

“But why did you leave your home in the first place?” Kevin asked.

“Not because we wanted to, believe me,” Charmcaster replied, her expression darkening. Then she loudly exhaled and plastered a smile on her face. “But whatever. If someone is hunting you, it might be a good idea to lie low for a bit. You can stay with us for as long as you need to.”

“Thank you for the offer,” Grandpa Max replied, which wasn’t either yes or no.

“Thanks for helping us at all,” Ben added.

Charmcaster shrugged, “Hey, what are friends for? But let’s leave the work for tomorrow. Time for dinner!”

Gwen’s morning started with dressing into her ‘hero uniform’ and finding the entry on Anodites in the database, just to show Hex what she wanted her disguise to look like. The alien device was more resilient to magic than her phone was (it turned off the moment she crossed the gates), but even the slate started to malfunction when she tried to carry it into the house, thus forcing her to stay in the open veranda.

Kevin kept her company while Hex tinkered with the charms he had prepared for her: two narrow bracelets made from square golden plates. Gwen had to wonder if it was actual gold or just something that looked like it.

“The image is encoded,” Hex finally announced.

“Yes!” Gwen crowed. “How does it work?”

In response Hex put the bracelets around his own wrists. Their edges clicked shut on their own. “These charms are designed to siphon ambient mana from your surroundings. If that isn’t enough to support the illusion, they will start using your own charge,” he explained. “In order to activate them, you need to either send a mental mana-infused command or merely touch them together.”

To demonstrate, Hex crossed his wrists. The moment the metal plates clinked together, his skin turned dark violet, his eyes glowed, and his hair flowed into magenta energy while his clothing changed into a copy of Gwen’s current attire, which looked admittedly ridiculous on him.

“I have also taken the liberty of masking your speech,” Hex said, his voice distorted and echoing, before connecting the bracelets again. The illusion vanished and he removed the charms, “Questions?”

“This is awesome!” Gwen gushed. “How long can this illusion last? Will it mess with tech? Can you program several different ones?”

“The rate of mana consumption for this kind of illusion is fairly low: ambient energy and your own charge should be enough to fuel it. In normal circumstances it should last indefinitely. And since this is such a low-powered spell, it shouldn’t affect any technology. However, adding more illusions, while feasible, is hardly practical: it will increase the required energy output exponentially.”

“Less is more? I guess I can’t argue with that,” Gwen shrugged. She put the bracelets on and smiled, “Thanks for the help, Hex.”

The mage waved his hand, “Think nothing of it. This kind of enchantment is hardly the most complicated.” He turned to Kevin and frowned, “Now you, on the other hand…”

“Can’t you just make another illusion for me?” he asked.

Gwen winced, “That’s not how this works, Kevin. Illusions are just light, like a mirage or a hologram. They’re not solid. And glamors aren’t even that: they’re more like hypnosis – all in your head.”

Hex started to pace around with his hands folded behind his back, “If your transformation was magical in nature, I might’ve been able to reverse it, but it is not. I cannot simply unravel it. However, I can force you into a different shape.”

Kevin tilted his head, “What do you mean?”

“Another charm but with a transformation spell on it, though it would have to be far more mana-intensive than a mere illusion.”

Kevin immediately perked up, “Dude! You can actually make me look human again?! That’s awesome!”

Hex gave him a stern look, “The energy requirements for such an enchantment would make it severely time-limited. I cannot yet tell how long it would last or how much time it would need to recharge.”

“Then what are we waiting for?!” Gwen exclaimed. “Let’s figure it out!”

Ben was Upgrade once again, this particular transformation being the most useful to disassemble the Rustbucket. Magic and technology didn’t like each other, which was why Charmcaster was only transmuting the outer shell of the RV and leaving the inner electronics untouched.

It was a slow going: Ben removed a part, Charmcaster transmuted it and dissipated any magic charge that clung to it, then Ben reattached it, all under his grandfather’s careful supervision. The time limit on his watch made the process even slower.

And then the Omnitrix decided to spit a wrong alien at him.

“Haven’t seen this happen to you in a while,” Grandpa Max commented.

“I thought we were cool, Omnitrix!” Four Arms cried. “Why would you do this to me?!”

“Is this thing actually alive?” Charmcaster asked curiously.

Ben shrugged, “I dunno. Wouldn’t be the weirdest thing that ever happened to me.” He folded both sets of arms behind his head, “Well, guess it’s time for a break.”

“Actually, I wouldn’t mind a break myself,” Charmcaster said. Her stomach growled and she laughed awkwardly, “And maybe some food.”

“Good idea,” Ben agreed and headed towards the house. “I’ll bring you some snacks!”

In the kitchen he had found the others: Kevin was shuffling around making sandwiches and reheating yesterday’s leftovers, Hex was scribbling something on a piece of paper, while Gwen alternated between looking over his shoulder and helping with the food.

“Looks like I’m just in time!” Ben cheered and stole one of the sandwiches.

Gwen scowled at him, “Have you at least washed your hands? And why are you Four Arms anyway? I thought you were supposed to be Upgrade.”

“Tell that to the Omnitrix: it’s back at it with the random transformations,” Ben grumbled. “Did you guys have any better luck?”

Kevin grinned, “Yes!”

Gwen flipped her hand back and forth, “Sorta?”

Ben looked between them unsurely, “So ‘yes’ or ‘sorta’?”

“Don’t listen to Gwen!” Kevin immediately proclaimed. “She got her awesome disguise and I’m gonna get a charm that can turn me human!”

“Temporarily,” Gwen corrected. “Hex is still running the numbers, but it’s gonna be one hour a day at most.”

“And right now I can’t shapeshift at all! An hour each day is better than nothing. Way better!” Kevin placed his lower hands on her shoulders and crouched down to whisper, “Come on, Gwen. You are a mage, not a miracle worker. It’s not your fault that you can’t just wave your hand and wish it all away.”

Gwen scowled and tried to shake him off but Kevin only tightened his grip until she sighed and nodded.

Ben couldn’t help but grin as he took advantage of his current height to drape his left arms over Kevin’s shoulders, “And Mr. Snuggles strikes again!”

Kevin elbowed him in the side, “Shut up or I’ll hug you again.”

Gwen gave them both a long, searching look, then shook her head and wandered off to read over Hex’s shoulder, “I don’t want to know.”

“Wow. Never thought I’d say this, but the Rustbucket looks absolutely amazing!” Gwen exclaimed. “You guys did so much work!”

Ben preened under the praise but waved his cousin off, “Charmie did most of it. I just helped a little.”

He was still proud of their handiwork. Painted blue and sparkling clean, the RV was barely recognizable. It wasn’t as long as it used to be, but higher and wider instead, and the style was more modern and angular. The luggage was partially relocated into the compartments under the ceiling and even the furniture inside looked newer and more streamlined.

“You did a great job,” Grandpa Max smiled. “Which means, as soon as the transformation charm is ready, we can leave.”

“Can’t wait for that one!” Kevin laughed. “Where are we going next?”

Ben shrugged, “I dunno. Somewhere?”

“If you don’t have a preference, I’d like to visit Fort Knox,” Grandpa Max suggested.

“Why there?” Gwen asked suspiciously.

“It’s nothing bad, I promise. There should be an abandoned Plumber base there–”

Gwen glowered at him, “Plumber bases are bad!”

Grandpa Max placatingly raised his hands, “I just wanted to make some upgrades to the Rustbucket and pick up some tech. But if you don’t want to go there, we won’t.”

Ben exchanged contemplative looks with his cousin and friend. Finally, he sighed, “Fine. Let’s go to your base.”

“But we’ll be watching you!” Gwen hissed.

Grandpa Max smiled bitterly, “I wouldn’t expect anything less.”

Max wasn’t sure how exactly he had found himself in the basement lab, but Hex didn’t seem to mind his presence and it was interesting to see the mage at work. It was certainly better than having to deal with the children’s distrustful looks. (He wasn’t so naïve as to think that they would forgive and forget everything this quickly, but planning to head to a Plumber base certainly didn’t help matters.)

Hex’s worktable was completely covered in sheets of paper that he kept scribbling on. Every once in a while he waved his hand and the rows of symbols lit up with yellow energy. Another gesture transferred the markings onto small silver rings, one after another. Each finished ring was then attached to a slowly growing chain.

“If you have questions, ask them,” the mage said without looking up from his work. “Though I do not guarantee an answer that would make sense to a novice.”

“This one is different from Gwen’s bracelets. Do materials and shape actually matter or is it just aesthetics?”

“To some degree. Gold is chosen for illusions and silver for transformation in the same way one would choose copper for electric wires and stainless steel for kitchenware. It is hardly necessary but it does make things easier.”

Max raised an eyebrow, “So this is real silver? And Gwen is wearing real gold?”

“If it is the cost that worries you, Charmcaster doesn’t mind transmuting raw materials.”

“Counterfeiting precious metals? And here I was wondering how you could afford this mansion.”

Hex gave him an amused look and raised the half-finished charm, “Every atom in this chain is composed of forty-seven protons, sixty neutrons, and forty-seven electrons, just like any other naturally-occurring stable isotope of silver. I would hardly call it counterfeiting.”

Max smiled and raised his hands, “Touché. Though I’m surprised you even know what a proton or an isotope is. …No offense.”

The mage huffed and returned to his work, “Magic and technology are merely paths one chooses to walk: both are based on science and both can be used to study this world. Aligning the knowledge provided by them is mostly a question of translation. In truth, your cultural norms were much harder to study than your technological advancements. No one cared whether I knew how exactly a phone worked as long as I could use one, but learning to navigate your bureaucracy enough to establish a legal identity was a thing of nightmares. We never had this much paperwork in Ledgerdomain.”

“Do you miss it?” Max asked softly. “You had to leave your entire world behind.”

“That infernal place and its deranged ruler can rot in hell for all I care!” Hex snapped. “Charmcaster might entertain the thoughts of returning there, but I’d much rather see her find a better life here.”

“And yet, you’re still looking for a way back, aren’t you?”

Hex sighed and tiredly dragged a hand down his face, “My niece is stubborn and willful and no matter what I say, she will do what she thinks is right. I can teach her, I can give her advice, I can support her and fight by her side, but her decisions will always be her own. Attempting to lock her in a cage would only hurt her and I refuse to crush her soul in a misguided attempt to keep her safe.”

“This! Is! Awesome!” Kevin cried. He looked completely human, exactly the same as on the day they all met, the only difference being the enchanted silver chain around his neck. Even then, the necklace worked well enough with his outfit that it didn’t seem out of place.

Ben and Gwen immediately tackled him into a hug, all three of them crashing on the floor and laughing in glee.

“A-hem.”

They sat up and beamed at Hex.

“Depending on the ambient mana level, you will be able to remain in this shape for approximately an hour,” the mage said. “If you wish to revert to your true form earlier, you merely need to touch the charm.”

Kevin nodded and did exactly that, reshaping into his massive, multi-limbed form. He rolled his shoulders and flapped his wings a few times, “Oof. Was it supposed to feel like I was wearing shoes three sizes too small except all over my body?”

Hex nodded, “Unfortunately, yes. There is only so much one can do when working within such strict energy constraints.”

Kevin touched the necklace again and shrank back to human form, “Dude, you already made a freaking miracle! Thank you so much!”

“Glad to help.”

With the transformation charm ready, they were soon able to move out. The mansion was a nice place to stay, but everyone was starting to get a little restless.

And despite everything, it felt good to be on the road once again.

Chapter Text

Who needed fishing rods if one had gills and super-speed?

Kevin swam through the shallow waters of the river, chasing after the schools of fish. He skewered one of them with a diamond shard, opened his jaws wide, and swallowed it whole. He could’ve fried it, of course (an easy thing to do when he had fire powers now, among other things), but for some reason the raw fish tasted just fine to him. Probably because he was part-anglerfish alien now.

He shoved the next several fish into a net and finally crawled out of the river.

“Fresh fish!” Kevin called.

He flapped his wings a few times, trying to dry them a little. His upper left arm felt unpleasantly numb, so Kevin heated it up until steam started to rise off his magma-like skin.

Gwen waved at him from where she and Ben were busy with the campfire, while their grandfather was readying the kitchenware, “We’re almost done here!”

Kevin trudged towards them and raised the net slightly, “This enough?”

Max nodded and took the net, “More than enough. You really didn’t have to do this, but thank you.”

Kevin only shrugged. He needed a lot more food now, although weirdly enough he wasn’t as hungry for electricity as he used to be (probably because all of his powers were now at part-strength). And while Max said he didn’t mind paying for him, Kevin still wanted to pitch in a little.

“Think we should train for a bit?” Ben asked idly once they were done with the lunch.

“I’m game,” Kevin agreed. “I wanna see if I can combine my powers to make them stronger.”

“That’s a good point,” Gwen agreed. “I wanna test a couple of spells too. There’s this group of elemental spells, Tempestus, which seems pretty useful, but I’m not really sure how some of them work.”

“Isn’t there a description or something in your book?” Kevin asked.

Gwen flipped her hand back and forth, “There is, but it’s not that clear. Besides, if you just say the words but don’t– um– shape the spell correctly, it’s probably just gonna blow up in your face. Or have some weird side-effects. Or something. So I need to test them first.”

“Man, am I glad that I’m not mage!” Ben laughed. “Didn’t you say that you need to, like, know a ton of math for this?”

“Math, physics, chemistry…” Gwen sighed. “Sure, magic still lets you cut some corners, like, if you dump a lot of mana into a spell, it might work even if you don’t really know what you’re doing, but at some point energy just isn’t enough.”

Ben shook his head and repeated, “So glad I’m not a mage.”

Gwen smirked, “That’s just ‘cuz you’re a stupid doofus. I bet if I had the Omnitrix, I could’ve used it way better than you!”

“Yeah, right! I bet you would’ve been too scared to even touch that pod!” Ben challenged.

“Oh yeah?”

“Yeah!”

Ben and Gwen scowled at each other, then simultaneously burst into laughter.

“Alright then,” Ben stood up and twisted the dial of his watch. “Training time!”

He slammed it down and the blaze of green light consumed him. When it faded, Gwen gasped at the sight of his new form, “What the heck?!”

Ben stumbled, his short legs having trouble holding him up, and crashed on the ground. “Um, guys? What happened? What am I?” he called in confusion.

“Alien… teddy bear?” Kevin offered, equally confused.

The new alien was big, fat, and awkward-looking with very short legs, huge shoulders, bear-like paws, and no neck to speak of.

“Very heroic,” Gwen snickered as Ben flailed around, stuck on his back like a turtle and unable to get up.

Kevin grabbed his paw and pulled him to his feet, “Is this what Vilgax meant when he said you only scratched the surface of what the Omnitrix can do?”

“A new alien…” Ben whispered in hushed awe. Then he grinned, exposing his jagged teeth, “And if there’s one more, there could be a hundred more! This is so cool! Maybe I can turn into Vilgax next!”

“Let’s try to figure out what this one can do first,” Gwen suggested. “Grandpa?”

Her grandfather shook his head, “I don’t recognize this species, but off the top of my head,” he tapped the yellow plates on Ben’s back with his knuckles, “I’d say this one is geared more towards defense than offense.”

Gwen nodded, “Okay, lemme just get the slate and we’ll see what kind of alien this is.”

She brought the data slate out of the RV and started to search through the alien database. While she was busy with that, Ben was slowly walking around, struggling to keep his balance. He didn’t have much luck with that: he fell down and was stuck on his back once again.

“Can you stand up by yourself?” Kevin asked. “Because this looks like a pretty big weakness.”

“Uh… I dunno. Lemme try.”

Ben shuffled from side to side and tried to lift himself off the ground. Instead he curled into a ball, the yellow plates on his back and limbs locked together, and he rolled away with a startled scream.

“Huh. I guess that’s one way to do things,” Gwen commented flatly.

“Look on the bright side: at least now we know what this alien is capable of,” Grandpa Max shrugged.

Kevin huffed, “Let’s go catch him before he gets lost in the forest or something.”

He helped Gwen climb on his shoulders, using his hands and tail as makeshift stairs, then wrapped his lower arms around Grandpa Max and rose into the air.

After rolling around barely able to steer himself and bouncing between trees like a pinball, Ben finally came to a stop. He unlocked his plates and slowly climbed back to his feet, holding onto a nearby tree for support. Strangely enough, he didn’t feel dizzy in the slightest, and while he couldn’t see anything while curled into a ball, he could still sense his surroundings similar to Wildmutt.

“I think I’m getting the hang on this alien,” he commented, when Kevin landed next to him and carefully put down Grandpa Max. The small meadow had barely enough space to fit them all.

“That’s good,” Gwen replied, jumping down from Kevin’s shoulder. She showed Ben the slate, “By the way, I found out what your species is.”

Ben squinted at the slate. “Arburian Pelarota?” he read slowly. “Now that’s a mouthful. Is there a shorter name? Pelarotan? Pelarotian?”

He knew that Chimera Sui Generis, the name of Vilgax’s species, was usually shortened to Chimeran or Chimerian. Same thing with Ripjaws’ species that were often called just Volann instead of Piscciss Volann.

Gwen turned the slate towards herself and quickly skimmed through the entry, “Yeah, there is. Tortugan.”

Ben opened his mouth. Then closed it. Then threw his hands in the air, almost toppling over once again, “How does this make any sense?!”

The names were absolutely nothing alike! Where was the logic in it?!

Gwen shrugged, “Beats me. But you’re gonna make up your own name anyway, so whatever.”

By the time they returned to the Rustbucket, enough time had passed for the Omnitrix to change Ben back to human form and recharge afterwards.

Ben transformed into the new alien once again, eager to test its capabilities. He rubbed his hands together, “Alright! The database says that my shell is supposed to be super-tough.”

“And I know just the way to test it,” Kevin smirked, exposing his shark-like teeth.

Ben squinted at him suspiciously. There was something in Kevin’s expression that he didn’t like. “Okay. How d’you wanna do this?”

Kevin’s grin widened and he shifted the crystals of his upper right arm into spikes. “Diamondhead’s toughness plus Four Arms’ strength plus XLR8’s speed…” He flew high into the air and hovered above Ben, “Ready when you are!”

Ben gulped nervously, “I’m so gonna regret this…” Then he curled into a ball, hoping that his shell could take whatever Kevin dished out, “Ready!”

The alien senses this form was equipped with showed him the image of his friend flying right at him with accelerated speed. Ben cringed inwardly and tried to remember whether injuries persisted between transformations.

The impact rattled his teeth and shoved him halfway into the ground, but surprisingly enough, it didn’t actually hurt.

“Ben! You okay there?!” Gwen yelled.

“Yeah, I’m fine!”

He could detect light pressure on his shell, his senses painting the image of Kevin touching the impact point. “There isn’t even a scratch! Man, this alien really is cool.”

Ben uncoiled and climbed out of the hole his shell made in the ground, “Okay, let’s keep going!”

Further testing showed that he was resistant to fire and electricity. He could travel at high speeds and bounce around with serious wrecking power but had a lot of trouble stopping or turning corners. His body was also soft enough for him to house others inside his sphere form, although Gwen called it a stinky rollercoaster of doom and refused to ever do it again unless someone’s life depended on it.

And for all that the newly-dubbed Cannonbolt was slow with serious balance issues out of sphere form, the alien was a worthy addition to the roster.

Kevin’s abilities were fairly easy to test. He already knew what each of his components was capable of, so it was less about figuring out his powers and more about testing their strength and how they could be combined.

Some were mostly unchanged: Kevin was as strong as Four Arms, if not a little stronger, and his gills worked perfectly well. Others were weaker: he wasn’t as agile in the air as Stinkfly, he couldn’t call up flames as hot as Heatblast, and his crystals were much easier to break than Diamondhead’s. Yet others were a bit complicated: Kevin could turn invisible and intangible perfectly well, but he couldn’t spread this ability to others. And while he could reach almost the same speeds as XLR8, he couldn’t sustain it, only able to use this power in short bursts.

As for Upgrade… Well. At least Kevin was tough enough to handle an explosion right next to his face. Max would just have to suffer without a radio.

As for the combinations, what Ben started to call ‘one mean punch’ (the one he had already experienced on his shell) was a resounding success. Boosting Stinkfly’s flight with XLR8’s speed allowed Kevin to move surprisingly fast, while adding Ghostfreak’s intangibility let him ignore any obstacles (although he couldn’t use it while carrying anyone, as that would only lead to him dropping his passengers). And, as he had discovered by complete accident, Stinkfly’s slime could be both flammable and conductive, making Heatblast’s fire and his own electricity much more destructive.

All in all, combining different powers seemed to be the way to go.

“I guess it’s my turn now,” Gwen mused, once Ben and Kevin were done with their own tests.

She cracked her knuckles and called up her mana. She paused when everyone backed away from her, “…Seriously?”

“Hey, you did say that your spells might blow up,” Ben pointed out.

Gwen rolled her eyes, “Calm down, will you? This one is supposed to be harmless. Kinda like a smoke bomb.” Mana flowed through her hands, shaping into the first spell she wanted to test. “Tempestus Tenebris!”

Ink-black cloud exploded out of her hands, turning her surroundings from a sunlit day into the darkest night. She blinked a few times, but having her eyes open or closed didn’t make an ounce of difference. She thought that at least the caster would be shielded from the spell’s effects, but apparently not.

“Seems to work pretty well,” Kevin called. “I can’t see even my own fire.”

“Ugh. Can you bring the light back? I’m not Wildmutt right now,” Ben grumbled, his voice hitching slightly as he stumbled around in the darkness.

“I can’t cancel spells. Yet,” Gwen had to admit with embarrassment. “This field of darkness is gonna stay here until it runs out of mana I put into it. But it’s not supposed to be all that big, so you can just walk out of it.”

A few quick strides were all it took to get out of Tenebris. Gwen rubbed her eyes and squinted at the sunlight: after the pure darkness of her spell it felt a little too bright.

Her grandfather gave the black dome a contemplative look, “Can you adjust this spell so we can see inside it? It would be a great advantage in a fight.”

Gwen grimaced and shook her head, “No. I don’t know the physics behind it, so this is all I can do.”

“Well, not even a nerd like you can get everything right on the first try,” her cousin shrugged. “You’ll get it eventually, dweeb.”

Gwen scowled at him, more for show than anything, but the sentiment was nice.

“What were the other spells you wanted to test?” Kevin asked.

“Well, this one is the opposite: light instead of darkness,” Gwen replied.

“A flashbang?” Grandpa Max frowned. “You should be careful with that one. Bright light can seriously damage your eyesight.”

“Good point. I’m not sure how much mana I’m supposed to put into it and how bright this spell is gonna be. Close your eyes, everyone!”

Gwen closed her own eyes and covered them with one hand for good measure. She tried to restrict the flow of mana to the lowest possible amount, but she still couldn’t tell how powerful the spell would end up being.

Well, there was nothing she could do but try. “Tempestus Lumenus!”

Gwen could see the light of her spell even through her eyelids. She lowered her head and carefully peeked between her fingers. She could see the bright white light radiating from the point a few feet off the ground in front of her. The light wasn’t that bad by itself, but the origin point was so bright, Gwen was afraid to look at it directly.

“Okay, guys, you can open your eyes, just keep your head down.”

“It’s like a welding torch,” Kevin commented.

“Kinda bright, but makes a decent lamp,” Ben added.

“Ugh, no,” Gwen grumbled when Lumenus winked out. “I put as little mana in it as I could and it’s still way too bright. And a regular flashlight is better anyway, since you don’t need to waste energy.”

And while thanks to her Anodite heritage, Gwen had a lot more mana than human mages like Hex and Charmcaster did, it was still a concern for her. After all, the only reason she could pull off so many spells with so little training was because she kept substituting knowledge with energy.

Further testing showed the Tempestus family of spells to be just as useful as Gwen had expected, although wind spell Tempestus Serectum seemed somewhat redundant, as Galeas Disruptus had a similar effect. Incendia and Impaetus, fire and lightning spells, were also a bit redundant, considering Ben and Kevin had similar abilities.

Instead, Gwen wanted to focus on things they couldn’t do. She had tested Friga and Aquatica, frost and water spells, but before she could move on to Terrana, Grandpa Max stopped her.

“I think it’s enough for today, Gwen. You can train more tomorrow. Don’t exhaust yourself without a reason.”

Gwen scowled at him but reluctantly agreed, already feeling the headache that came with mana exhaustion. It was better to keep at least some shred of energy in reserve: wiping out during training would leave her powerless if a real fight was to break out.

Once inside the Rustbucket, Ben immediately hogged the laptop. “Who wants to play against the champion of ‘Sumo Slammers’?” he grinned as he sprawled on the couch.

“Oh, you’re so on!” Gwen exclaimed and shoved him in the side to free some space for herself. “Kevin! Rock-paper-scissors to see who’s gonna kick Ben’s butt first?”

Kevin settled on the floor with his back against the wall, “Nah. You can go first.”

Gwen shrugged, “Okay then.”

She had never been a big fan of videogames, but there was only so much entertainment one could find with all the time they spent on the road. This was far from the first game they played together and it certainly wasn’t the first one that Gwen had soundly trounced her cousin in.

“Beginner’s luck,” Ben scoffed after losing several matches in a row, the same excuse he had been using since the first time she had beaten him.

“Just keep telling yourself that,” Gwen smirked.

She folded her hands behind her head and pressed her forearms to her temples. The headache had subsided enough to be almost unnoticeable, but she could still feel how low her mana level was.

“I think I’ve had my fill of kicking your butt. Kevin, you wanna play now?” Her friend didn’t reply and Gwen lightly kicked his foot, “Hey, you asleep there?”

Kevin jerked slightly and shook his head, “No, I was just–”

He trailed off uncertainly.

“Just what?” Ben prompted.

“Nothing.”

Gwen frowned. While his current features made it harder to read him, she had some experience with alien expressions. And right now, her friend looked incredibly uncomfortable. “Talk to us, Kevin.”

Kevin stared at the floor, refusing to meet her eyes. He slowly traced the yellow cracks in the magma-like skin of his upper left arm with his claws, before finally admitting, “I was trying to shapeshift.”

Gwen swallowed, her good mood souring instantly at the reminder that Kevin didn’t exactly choose to look like this. “Oh. How’s it going?”

“Nowhere fast. It’s not like transforming back was something I ever learned how to do: I used to have the same time limit as Ben so it was never a problem. Now I don’t know where to even begin. There’s so much energy and it’s all twisted together and it feels like it’s everywhere and I can’t even tell which part of it is still me!” He drew his knees to his chest and wrapped both sets of arms around them, “I don’t know what to do…”

Gwen sat down next to him and silently leaned against his side. She wanted to help so much but she had no idea what to do either.

“…I don’t regret it, okay?” Kevin whispered and Gwen felt the tip of his tail wrap around her ankle. “Even if I knew this was gonna happen back then, I would’ve still done the same. It’s just–” He laughed bitterly, “I should’ve expected it, really. It’s always been like this. Just when I think that maybe things are starting to get better, my life goes to shit.”

“I’m sorry…” Ben whispered. “I wish I knew how to help…”

Kevin shook his head, “Ben, don’t. It’s– it’s not your fault. And you are helping. You still treat me like normal…”

What kind of friends would they be if they didn’t?

No matter how much Kevin shuffled around trying to get more comfortable, he still couldn’t catch more than a few minutes of sleep at a time. Everything was bothering him: first his wings got trapped at an awkward angle, then his lower right arm started to fall asleep, then he couldn’t decide whether he wanted to coil his tail or stretch it out…

Kevin huffed and sat up. If he was honest with himself, it wasn’t anything physical that was bothering him (although even after the remodeling the Rustbucket felt a little cramped). It was the fact that he just couldn’t keep his mouth shut. That he just had to dump his issues on Ben and Gwen, as if they didn’t have enough problems of their own to deal with. As if they didn’t feel guilty enough already.

Kevin rubbed his eyes and stood up. Intangibility rippled over him like water and he stepped outside, trying to clear his head a little.

The night in a forest far away from the busy roads was quiet, disturbed only by the faint rustling of wind through the leaves. The fresh air immediately made him feel better. Kevin tilted his head back and looked at the starry sky. Here, away from any sources of light, the stars looked so bright. So close…

“You can’t see the stars this well if you live in a city,” a familiar raspy voice of Ghostfreak said from above. “Not even in a small town like Bellwood.”

“Couldn’t see anything back in New York,” Kevin agreed. “Though it’s not like I spent a lot of time stargazing.”

He flew up and activated his transformation charm, landing on the roof of the Rustbucket in human shape. (It felt uncomfortable, like his own skin was several sizes too small.) “You do this often?”

Ben sat up, coiling his striped tail under him, and jerked his shoulder in a half-shrug, “Sometimes. The darkness feels really nice like this and it’s better than staring at the ceiling. I guess it calms me down. Sorry if I woke you up.”

Kevin shook his head and rested his chin on his bent knee, “Just couldn’t sleep.”

Ben shuddered and briefly closed his eye, “Me too. I just keep thinking– remembering– What’s gonna happen when someone attacks us again? SECT, Plumbers, some new evil we know nothing about… Who’s gonna get hurt next? Gwen? You? Grandpa Max? Are they gonna destroy another city? Put more innocent people in a hospital? Kill someone?!”

Kevin clasped his shoulder, “Ben, you can’t keep doing this. There are so many bad things in the world already… You don’t need to imagine new ones.”

Ben scoffed and looked away, “Well, my brain didn’t get the memo. It’s not like I want to keep thinking about it. I just–”

“–Don’t know how to stop?” Kevin finished.

Ben nodded silently.

Kevin raked a hand through his hair, “I get it, Ben, I really do. After mom and dad died…” He sighed, “I can’t promise you that things will get better or easier but… You have to keep going. Because sometimes, that’s all you really can do. Just keep going. One step at a time.”

Chapter Text

Gwen squinted suspiciously at her coffee. Maybe Grandpa Max was right and it really was an acquired taste. Or maybe she was just imagining it and the only reason she felt better than the last time she had tried it was because this time she got more sleep, even if it was interspersed with the usual nightmares.

She kept nursing her cup throughout the quick breakfast until they were back on the road again. Gwen gulped down the last drops of her coffee and climbed into the front seat while Ben and Kevin occupied her laptop.

“Here’s something I’ve been thinking about,” she said, ostensibly to her grandfather, but loudly enough that the boys could hear from where they were engaged in another videogame match.

“Yes?” Grandpa Max prompted without taking his eyes off the road.

“Fort Knox and Mount Rushmore are pretty well-known places, right? So how many people know that there are headquarters for an alien organization there? And are there Plumber bases in other countries? Maybe whatever is going on with SECT is connected to them?”

Grandpa Max drummed his fingers on the wheel, “It’s hard to say. I know that the Plumbers only had official connections with the United States, mostly out of convenience, since that’s where their ships first landed. Earth is a low-priority planet, so contacting any other country was considered not worth the hassle.”

“It’s weird though,” Kevin interjected. “Even if the Plumbers left, the bases are still there, right? And they still have all this cool tech. How come no one tried to use or at least study it?”

Ben frowned. “Good point. Especially now that everyone knows aliens exist, you’d think somebody would come knocking.”

“And if the Plumbers came back? Do you really think they would appreciate their bases being ransacked?” Grandpa Max pointed out. “And while I don’t know all the details, I’m fairly sure that leaving those bases untouched was part of the agreement US made with the Plumbers.”

“But Phil told Area 51 what the Plumbers are like!” Gwen protested. “Why would they try to work with them?!”

“Aside from the fact that Earth flat-out isn’t strong enough to fight back?” Grandpa Max asked dryly. “Subterfuge is the best choice. Perhaps the only choice.”

“I’m still not sure those bases are really abandoned,” Ben said, the videogame now thoroughly forgotten. “Someone could still be hanging around. If someone saw you at Rushmore– What if we’re walking into a trap?!”

Unspoken was: what if he was leading them into a trap deliberately?

Grandpa Max shook his head, “SECT used regular weapons, so I don’t think they have access to alien tech. Not everyone in Area 51 had the clearance. But I can call Phil if you want. Maybe he’s managed to dig something up.”

“Besides, if the Plumbers knew where we are, I think they’d just attack head on,” Kevin added. “Xylene wasn’t subtle.”

“If you say so…” Ben muttered. He didn’t seem convinced.

In truth, neither was Gwen.

When they stopped for lunch this time, there wasn’t any water nearby, which Kevin kept grumbling about: he wanted to fish again. He was wondering whether he should try to catch some forest animals to eat, like a deer or some rabbits, when a great ball of fire streaked across the sky.

Already used to dangerous situations and split-second decisions, everybody hit the ground. It felt like the fireball sailed right above their heads, then crashed somewhere in the nearby forest.

“The hell is that?!” Kevin yelped, climbing back to his feet.

“Could be another alien robot. Or alien bounty hunter,” Gwen muttered. She clicked her bracelets together and activated the illusion of a masked Anodite wearing a black costume over herself.

Kevin dragged a hand down his face, “Yeah, I guess it’s too much to hope that this is a normal meteor. This is totally our usual luck.”

Ben rotated the dial of the Omnitrix and transformed into Cannonbolt, “Then what are we waiting for? We gotta investigate!”

He curled into a ball, locked his armor plates together, and rolled into the forest.

“Hey, wait for us!” Gwen yelled.

Kevin offered her a hand, “Climb on.”

In what felt like a repeat of the previous day, she quickly scrambled onto his back. Then Kevin grabbed Max and rose into the air.

“That… doesn’t look like a regular spaceship. Or a regular meteor,” Max frowned as they approached the impact site. Indeed, rather than being metal or stone, the object’s dark red surface looked almost organic.

Kevin landed and put him down near Ben who had unlocked his plates and was warily staring at the strange object. Up close it looked absolutely huge, completely dwarfing them.

Gwen started to climb down but froze when the ground trembled and the object began to crack.

Then a sharp black thing tore out of its side.

Kevin wrapped the metal tendrils of his hair around Gwen to keep her steady, grabbed Max, and shot into the air with all the speed he was capable of. Ben curled into a ball again and rolled away as the thing impacted the ground inches away from where he was standing.

Then another thing burst out. And another.

“Legs!” Gwen yelled. Massive legs, six of them in total, of an insect bigger than a house.

More and more cracks covered the dark red shell. Then its pieces fell off one by one to reveal the disgusting purple-pink body of a monstrous insect. It roared and buried the writhing tendrils of what seemed like a mouth into the ground. Then the monster went still, only the blue sacks on its sides moving as they pulsed rhythmically and released clouds of foul-smelling yellow gas.

Kevin cautiously landed and gestured at the insectoid thing, “I repeat: the hell is that?!”

Max gave it a contemplative look, “Good question.”

“Soooo… Does anyone know what this thing is?” Ben asked from a safe distance, gesturing at the giant insect.

Gwen’s eyes glowed brighter, “Whatever this creature is, it’s definitely alive.”

“Then let’s try talking to it first,” Ben suggested. “Hey! Alien insect guy!” he yelled, waving his hands in the air. “…Um, girl? Whoever! Why did you come to our planet and do we need to kick your butt?”

The alien remained still, doing nothing but breathing rhythmically.

“Alien guy!” Ben yelled again.

Gwen climbed down from Kevin’s shoulders, “Either it doesn’t have a translator, or it’s an animal.”

“I’d say it’s an animal,” Grandpa Max said. “Manipulating tools is a basic skill for any sapient species. Most evolve some type of hands but this one only has legs. And a mouth.”

Ben clapped his hands, “Okay! Then let’s stop this bug from stinking up this place!”

He curled into a ball again and rolled towards the insect, picking up speed with every second, but he merely bounced off its tough armor. Undeterred, Ben rolled back, angling himself so he moved in a circle around the insect. He continued rolling around it until he couldn’t increase his speed anymore. Then he directed himself straight at the insect.

Once again, the impact caused no damage.

“Okay, lemme try,” Kevin called.

However, neither his fire (even enhanced with explosive slime) nor electricity had any effect. Gwen’s magic had no effect either.

They glowered at the alien creature while it continued to ignore them.

“Alright, kids, research time,” Grandpa Max announced. “Kevin, can you get me the data slate from the Rustbucket? There might be some information about this thing.”

“Uh, sure. Give me a minute.”

As Kevin flew away, Ben transformed back to human shape in a flash of red light. He scowled and rubbed the side of the Omnitrix, hoping that when it recharged, he would know which alien to use against the giant insect.

Then the ground trembled under his feet.

He jumped back on instinct, seconds before pale grey tentacles burst out and lunged at him.

“Contigo!” Gwen yelled, blocking the tentacles with her magenta shield. They writhed blindly and crawled towards the edges of the magical construct. “Run!”

They bolted into the forest only for more tentacles to burrow out and block their way like a disturbingly organic fence.

Gwen snarled, “Tempestus Friga!”

A wave of deadly cold flowed from her hands, freezing the tentacles. Grandpa Max hit one of them with his shoulder and the thing cracked and shattered into pieces. They dove through the opening, Gwen’s shield blinking out of existence behind them as more tentacles surged from the ground.

The tentacles writhed and wrapped around the tree trunks before releasing some kind of yellow slime. Right before their eyes the trees dissolved as if drenched in acid and the tentacles slurped up the resulting sludge through the openings on their tips.

Ben exchanged horrified looks with his cousin and took off running again.

“Guys! Where are you?!” Kevin yelled. He couldn’t see his friends near the giant insect, which was probably a good thing: the alien bug had turned its surroundings into a veritable forest of tentacles.

He couldn’t call and ask where they were without a phone (note to self: either talk Max into buying one or just steal it because this was getting ridiculous), but he did have flight and super-speed. Even as limited as his powers were compared to the original versions, it didn’t take long for Kevin to find his friends.

He swooped down, crashing through the branches of the densely growing trees, and scooped them all up. “Guys! What the hell is happening here?!”

“Bad stuff,” Ben replied.

“Yeah, I can see that! There were tentacles everywhere around that bug.”

“We could destroy those: freeze and break them,” Gwen said. “But those tentacles can also spit out slime that melts trees, so we booked it.”

Kevin shuddered briefly, “Noted.”

He landed near the RV and put them all down.

“By the way, here’s the database,” he added, pulling the slate out of his pocket (another note to self: get new pants).

Max took the alien device and immediately started searching through it.

Kevin glanced at the still red dial of the Omnitrix, “Okay, guys, what’s the game plan?”

“I can cast another Friga to freeze all these tentacles,” Gwen replied, “but I have no idea how many times that bug can regrow them. We need to squash the main body.”

“My powers didn’t work on it,” Kevin said. “So Ben’s might not either.”

Ben paced around, nervously rubbing his wrist, “Its shell was so tough… If only we could crack it! If I could get in, I bet Cannonbolt could rip it from the inside. Gwen, do you think freezing it is gonna make it easier to break in?”

She grimaced, “I can try, but I don’t think Friga will cut it. I’ve seen a decaying spell in my book, but it’s only supposed to work on things that aren’t alive. And the bug is probably full of that acid slime anyway.”

Ben paled slightly, “Uh… good point.”

Kevin slapped his forehead, “Wait! Duh! I can turn intangible. I’ll just phase inside it and torch that bug!”

“If that doesn’t work, Gwen can freeze the bug and I’ll use Cannonbolt,” Ben added. “Maybe that slime won’t eat through my armor.”

“I’d rather you not risk it,” Max said without looking up from the data slate. “But if you can’t crack the shell, try those blue sacs. They looked soft enough for you to get in.”

Gwen slowly exhaled, “Okay, sounds like a plan.”

Max didn’t like using the slate (he had already seen enough of it back in Phil’s home), but the interstellar database was useful. If only he could find anything…

There couldn’t be all that many species capable of surviving both the hard vacuum and the atmospheric re-entry, so why the hell couldn’t he find that insect? Granted, the database was by no means complete, containing only the most prominent and widespread animal species, but shouldn’t a creature this strange warrant an entry?

On the off chance he was mistaken about the insect, Max changed the main search category from ‘non-sapient’ to ‘sapient’, only to find nothing of interest there either. He cursed under his breath and stared at the search parameters.

Then realization hit and he changed the category again.

To ‘artificial’.

“Come on, recharge already,” Ben muttered, rubbing the side of the Omnitrix. He wasn’t very keen on swimming in the possibly-corrosive bug guts, but he couldn’t allow the alien insect to keep eating the forest.

His cousin was flipping through her spellbook, soundlessly mouthing the magic words. Kevin was just uneasily pacing back and forth.

“Kids, we’ve got a problem,” his grandfather suddenly said. “I know what that thing is. It’s not an animal. It’s a bioweapon.”

Gwen bared her teeth in an expression that only vaguely resembled a smile, “Let me guess: Plumber bioweapon?”

Grandpa Max nodded grimly, “Codenamed ‘The Tick’, it’s a living ecological catastrophe. Unless we get rid of it, it will wreck the ecosystem on this entire continent.”

Ben asked the most pressing question, “Can we get rid of it?”

His grandfather nodded again, “Its armor is tough, but its organs and tentacles should be vulnerable to fire.”

“What about the slime?”

He frowned at the data slate, “Highly corrosive. Intangibility should work in the moment but we will need to get rid of it afterwards: it’s too dangerous to just leave there.”

Gwen snapped her spellbook shut, “Then I’ll use that decay spell for cleanup–”

“–Heatblast will get rid of the tentacles–” Ben continued.

“–And I’ll destroy the main body,” Kevin finished.

The Omnitrix switched to green and beeped its readiness.

Ben smiled, “And it looks like everyone is ready. Let’s go!”

He jumped on Kevin’s tail, stepped on his lower left hand, and climbed on his shoulder. Gwen did the same, settling on his right side. Ben buried one hand into his friend’s metal mane and felt the circuitry-streaked tendrils climb up his arm, securing him in place.

“Good luck, kids,” his grandfather whispered. “And be careful.”

Max silently watched the kids fly into the fray and wished he could go with them. But he knew that he would only get in their way. If he had nothing to contribute, it was better to remove himself from the equation entirely.

He sighed and started to pack. The faster they got to Fort Knox, the sooner he would be able to arm himself and be slightly more useful than a glorified taxi.

“Try not to start another forest fire, doofus,” Gwen warned as Kevin carried them above the dying trees towards the insectoid bioweapon.

“Have you even looked at this place, dweeb? Fire would be an improvement,” Ben grumbled. He hadn’t yet activated the Omnitrix, no doubt wishing to put every second of his time-restricted transformation to good use.

Soon, the Tick came into view.

“Yikes. Is it just me or does it look even uglier?” Kevin asked as he slowly circled above the giant insect.

Gwen looked at the brownish slime dripping all over its shell and couldn’t help but agree. “Question number one: where do we land?” she asked.

They had planned to land right on top of the insect but Gwen highly doubted she was the only one who didn’t want to touch that slime.

Kevin pointed his upper left hand straight down and released a stream of fire. The tentacles beneath them writhed and burned, freeing a patch of the ground. He landed and surrounded them with a wall of flame.

Gwen shrugged and jumped down, “Works for me. Ben?”

Her cousin nodded and activated the Omnitrix, transforming into Heatblast, “Let’s get this party started!”

Up close the Tick looked even more disgusting. Kevin suppressed an involuntary shudder and let the intangibility wash over him. He briefly looked back where Ben was torching the attacking tentacles. Gwen was saving her energy for later but she was nonetheless keeping watch for anything abnormal. She smiled at him and gave him a thumbs up, and Kevin found himself smiling back.

Then he turned away and flew right through the insect’s shell.

Its insides were completely devoid of light. Instead they were full of sounds: wet, squirming, and disgusting. Kevin flew towards the rhythmic pulse of what seemed like heartbeat and called fire to his hand.

It was time to see how well this thing could stand the heat.

The tentacles were never-ending. Ben kept up a steady stream of fire, glancing every now and then at the main body of the insectoid freak of mad science. Gwen stood by his side, tensely watching their surroundings. She would call out and warn him if anything happened but she wouldn’t step in unless she absolutely had to.

Then the tentacles shuddered and flailed, twitching aimlessly in what looked like pain.

Gwen grinned savagely, the flaming hair and glowing eyes of her disguise making her expression even more predatory, “Looks like Kevin is making progress.”

A squelching, cracking noise echoed behind them. Ben took a brief glance at the insect, noting the way its carapace was breaking and leaking even more slime.

He grinned too and burned the flailing tentacles. No new ones appeared.

Staying on the sidelines was nowhere near as uncomfortable as it used to be. There really was a world of difference between being unable to help and merely waiting for the right moment to strike.

Gwen looked at the minute shudders travelling through the body of the giant insect and mentally repeated the incantation for the decaying spell she held at the forefront of her mind. For all that it was supposed to be harmless to living beings, Gwen still didn’t want to mess it up.

Now that the tentacles weren’t regrowing, Ben made quick work of them, clearing their surroundings. Gwen watched with vicious glee as the few remaining ones went limp and slumped on the ground.

Ben torched them too and dusted off his hands, “Looks like my job here is done.”

They didn’t have to wait for long: Ben was still Heatblast when Kevin phased out of the Tick. He landed next to them and rested his upper hands on his knees, trying to catch his breath.

“You okay?” Ben asked.

Kevin nodded, “Peachy. Just… took a lot to… kill that bug.”

Gwen patted his back, as high as she could reach, “Rest. It’s my turn now.”

She cracked her knuckles and aimed both hands at the bug. She called up her mana and they lit up with magenta light.

Without any calculations, she only had her willpower to shape the spell, so she banished all thoughts from her mind, leaving nothing but a repetitive chant, ‘Destroy. Destroy the bug. Just the bug. Destroy the bug and nothing else. Destroy it. Destroy the bug and leave no trace left.’

Her mana was twisting and flowing, her intent weaving it into the required shape.

‘Destroy it. Destroy the bug. Destroy. Destroy. Destroy.’

She could feel her spell taking form. She fed it with more mana and it grew in her hands.

“Naginisol Amikae!” Gwen cried and let the spell loose.

A cloud of glittering dust floated through the air as if carried by a gentle breeze and settled on the side of the giant insect. And then it started to sink in, eating through the already cracked carapace.

Not every particle landed on the Tick: the ground between Gwen and her target was melting too. She took a step back to avoid damaging her shoes and waited for the decaying spell to run out of mana she had put into it.

When the spell faded, Gwen scowled at the corpse of the giant bioweapon that had lost maybe five percent of its mass. This was going to take a while.

The cleanup took the rest of the day. Ben and Kevin burned whichever part of the Tick could be burned, but it was Gwen who had to do most of the work. When they finished, she was utterly exhausted. The only silver lining was that she could now call up the Naginisol spell in her sleep, even if she still had trouble directing it: most of the magic dust had landed on the ground, resulting in a massive crater where the alien bioweapon used to be.

“I guess this beats training,” Ben laughed breathlessly when they finally crawled into the Rustbucket and Grandpa Max drove them away.

Gwen didn’t reply, too busy burying herself in blankets. Ben kept shuffling around on the bed above her, no doubt doing the same.

“Improv is the name of the game,” Kevin nodded and rested his chin on his upper hands. He was lying on his stomach with his lower arms stretched at his sides and his tail swaying lazily in the air. “At least we got rid of that thing.”

“I think we have bigger problems now,” Gwen said and punched the underside of Ben’s bed.

Ben leaned over the side and stared down at her, “What do you mean?”

Gwen sat up, “What I mean is, what was a Plumber bioweapon even doing on our planet? Even with our luck it’s still one heck of a coincidence.”

“Oh, shit…” Kevin whispered. “This means the Plumbers know that the Omnitrix is here!”

Ben gulped nervously, “Should we call Vilgax? If that fake trail isn’t working anymore–”

Gwen shook her head, “No, not yet. For all we know, it was Xylene who called the Tick in back then and it just took too long to get here. If our ruse is still working, we can’t risk bringing Vilgax to Earth, because then the Plumbers will definitely follow him.”

Kevin rubbed his temples, “Damned if we do, damned if we don’t, huh?”

“Let’s just wait and see,” Gwen suggested. “Maybe we’ll find something useful in Fort Knox. We’ll contact Vilgax if and when we find out for certain that the Plumbers know you still have the Omnitrix.”

Ben sighed heavily and fell back into his bed, “Fine. Let’s just hope that the next time we’ll manage to stop them without anyone getting hurt.”

Chapter Text

Fort Knox took them another day to reach (with a small stop on the way to buy a new radio for Grandpa Max and cheap burner phones for Ben and Kevin). Once there, they didn’t head towards the vault of precious metals. Instead, Grandpa Max circled around it and drove off the road into a small grove nearby.

He found a seemingly unremarkable hill and pressed a button under the dashboard of the Rustbucket. The ground trembled and moved, forming a dark tunnel that led underground. Once the RV was inside it, the entrance closed and the lamps on the walls and ceiling of the tunnel flickered on.

“Home, sweet home,” Grandpa Max whispered.

“Let’s just hope no one broke in while you were away,” Ben commented darkly. Abandoned or not, he didn’t like the idea of walking into a Plumber facility. Everything about this place set him on edge.

Almost against his will, his fingers found the scar above the Omnitrix. Before his nails could dig in, Gwen caught his hand and pulled it away.

“Stop it,” she whispered.

Ben gave her an apologetic look and let his hand slacken. He really should stop doing this. (He didn’t know how.)

This base didn’t seem all that different from the one at Mount Rushmore, making Gwen wonder if there were similar structures on other planets too.

“So, what exactly are we looking for?” she asked as Grandpa Max led them down the bland grey corridors.

“The main computer first, if it still works. The logs can show whether anyone visited this place.”

“If it doesn’t work, Upgrade can fix it,” Ben said. “Are we picking up any weapons?”

Grandpa Max nodded, “Definitely.”

“Which ones?” Gwen asked. “Because if we keep running into giant robots and giant bioweapons, another Null Void projector would be great.”

Her grandfather wavered, “I’m not sure it’s a good idea to carry something like this around. Null Void projectors have never been made standard equipment and there is a good reason for it. They are just too unstable: if a projector is damaged, there is a high chance it might form a portal around itself. And Void portals are one-way doors: nothing has ever returned from there. And trying to scale up the projectors only makes them more unstable. They might be the most dangerous weapons ever created by the Plumbers, but they are not to be used lightly.”

“So their best weapon is too dangerous to use?” Kevin summed up. “I feel like there’s a joke there somewhere. But good for the rest of the galaxy, I guess.”

“Is this why they want the Omnitrix?” Ben frowned. “Because it’s less powerful but safe to use?”

Grandpa Max raised an eyebrow, “You think the Omnitrix is weak?”

Ben shrugged half-heartedly, “Well, I mean… Turning into aliens is cool and all but there are entire planets of them out there. Billions of Heatblasts and Stikflies and XLR8s… What does it matter if one more is added?” Ben rubbed his wrist and looked away, “I really don’t get why everyone wants the Omnitrix so badly. It just doesn’t seem worth the trouble.”

Gwen elbowed him in the side, “Even if it’s not straight-up powerful, do you know what the Omnitrix has that those other aliens don’t? Versatility. Speed? You have it. Flight? It’s there. Strength, invisibility, ranged attacks? You name it, you have it.”

“And didn’t Vilgax tell you there’s a lot more to the Omnitrix than you think?” Kevin added. “You have just unlocked a new alien! If this keeps happening, soon you’ll have enough aliens to deal with any possible situation. No wonder the Plumbers want to get their dirty hands on the Omnitrix: it’s an ultimate weapon.”

The base was so empty and quiet, it felt like walking through a crypt. Max tried to ignore the ghosts of his past and the memories rising from the depths of his mind: this wasn’t the time to get nostalgic.

The command center was exactly where he expected it to be, the standard layout easy to navigate. He turned on the main computer and was pleased to see that it still worked despite having been abandoned for so long.

The children kept looking over his shoulder as Max checked the logs (he didn’t want to guess whether it was out of curiosity or mistrust). There didn’t seem to be anything particularly unusual in the records around the decommission date, just the usual comings and goings of the Plumbers removing anything deemed valuable enough to transport and placing the rest in storage. There didn’t seem to have been many visitors since. Phil came a few times, somewhere around the time he had returned to Earth for good, but there had been no activity in the recent years.

Max drummed his fingers on the keyboard. Something about it didn’t sit right with him. “Ben, can you turn into Upgrade or Grey Matter and check if any records have been deleted?”

Gwen slowly spun around in her rolling chair while Ben as Grey Matter jumped from key to key, typing in some kind of restoration program.

“Maybe we can split up and gather the stuff we need while you’re busy with the computer?” she suggested. “It would at least save us some time.”

“Splitting up? Here?!” Ben asked incredulously. “No way! Until we’re sure this place is safe, we stick together. I’m almost done here anyway.”

Gwen sighed but nodded. She kept rolling back and forth until Ben jumped off the computer and transformed back.

“All done!” he announced and activated the program.

Gwen felt her eyebrows rise as the nearly empty log started to fill with records. “Wow. Someone’s been busy.”

“And it looks like it’s all the same guy,” Ben added. “Do you know who this is, grandpa?”

Grandpa Max nodded with a frown, “I recognize the access codes. It’s Richard Doyle, our old liaison with the US government. What was he doing in here?”

“Do you think he’s the one behind SECT?” Gwen asked. “I mean, if he was here on official business, why would he delete the logs?”

Their grandfather frowned even more, “I don’t know. Rick didn’t seem like that kind of a person but as everyone keeps telling me, I’m a lousy judge of character.”

“Okay. Since this place isn’t safe, how about we grab what we came here for and get ready to bail out in case this guy comes knocking again?” Kevin suggested.

“Good point,” Grandpa Max nodded and stood up. “Come on: weapons storage should be on the floor below us.”

“Even if he isn’t with SECT, this Richard guy is gonna be a problem. Looks like he was stealing weapons from here,” Gwen concluded grimly when they discovered most of the storage lockers that according to the records should’ve held weapons to be empty.

“But if he was selling alien tech, shouldn’t somebody have heard something by now?” Kevin wondered. “The records show he’s been at it for years.”

Max weighed an old model fusion cannon in his hands and shook his head. “Speculation won’t get us anywhere. We won’t know for certain unless we corner him and ask.” He opened the next locker and found a heap of small flat disks, “Oh, sonic grenades! Now that’s useful.”

Ben rummaged through the lockers and took out an ancient-looking Techadon blaster, “Is this one okay, grandpa?”

Max wrinkled his nose at the dusty relic, “Until we find something better. If this thing was any older, it would fall apart.” He chuckled slightly, “That’s one thing you absolutely don’t want to happen.”

“Sounds like a story,” Gwen drawled curiously.

Max winced. He really didn’t want to tell the kids about the spectacular blunders of his rookie days, but in the interests of honesty… “Well, when I first became a Plumber, I wasn’t allowed off-world immediately. Standard policy: rookies are always assigned to their homeworld first. I was… a little desperate to prove myself, so I started to dig into the various mysteries and alleged paranormal events, hoping to find something real. That was when I heard about the legendary sword of Ek Chuaj. It was a Mayan weapon, rumored to have enough power to level cities and I became convinced that the sword was some kind of an ancient weapon left on Earth by aliens. So when I finally found a map to the temple where the sword was hidden, I acted like a complete idiot.”

“What did you do?” Ben asked.

“Let’s see… I stole a helicopter from one of our bases, illegally crossed the border to Mexico, and nearly got myself killed fighting the temple guardian. And when I finally got the sword, it turned to dust in my hands because the damn thing was ridiculously old. Then the temple started to crumble around me and I barely escaped with my life. Except the helicopter got damaged in the process and I had to make an emergency landing. Which is when the Mexican police detained me. I was deported back to US, had to pay for the helicopter repairs out of my own pocket, and became a laughingstock for everyone on Earth who knew a thing about Plumbers.”

Max looked at the children’s incredulous faces and laughed, “I know it’s hard to believe, but I’ve been young and rash once.”

He kept searching, adding three more blasters and a pulse rifle to the pile of weapons. Finally, Max dusted off his hands, “Alright, this should be enough. Let’s move to the shooting range and I’ll show you how all these things work.”

Since the fusion cannon had only two settings, lethal and more lethal, Max kept it for himself. The energy output of the pulse rifle could be adjusted but it was heavy and somewhat tricky to use, so he kept it too. The blasters, however, could be locked into stun mode and sonic grenades were non-lethal, so Max had no qualms against giving them to the kids (honestly, their own powers were more dangerous than this).

After spending some time on the shooting range to get acquainted with the weapons (or re-acquainted in Max’s case), they went searching for tools: comms, uniforms, hazmat suits – anything that might be useful.

After they dragged the equipment to the Rustbucket, they settled in for a small break.

“Phew. Did we get everything?” Ben asked, quickly chewing through his sandwich. “Because that was a lot of stuff.”

“Not yet,” Max replied. “I need to at least replace the energy cells in the Rustbucket. Those rocket boosters should come in handy.”

Gwen rolled her eyes, “Of course the Rustbucket has rocket boosters. Why shouldn’t it?” Then she poked him in the stomach and asked with a slightest hint of a smirk, “Does that uniform still fit you?”

Max smiled at the lighthearted jab and rubbed the blue sleeve of his admittedly outdated outfit between his fingers, “Considering how many species the Plumbers are composed of, it’s important to have uniforms that can be adjusted to different body types. Within reason, of course: straight-up nanotech would’ve been too expensive.”

“Where were those uniforms when I was going through three shirts a day?” Kevin lamented.

“Are you gonna keep wearing it?” Ben asked.

Max nodded and tapped the tinted visor of the helmet he carried attached to his toolbelt, “You all have your own disguises. This is mine.”

Gwen gave the uniform an assessing look, “Not bad. But it’s still missing something.” Her hand lit up with magenta energy and she pressed her fingertips to his shoulder, “Sango Melinum!”

She slowly dragged her hand across his chest, her touch leaving an uneven blood-red line behind. Then she drew a second line, crossing the first one, a bright red X standing starkly against the light blue of his uniform.

Then she smiled and stepped back, “There. All better. Now let’s get the stuff we need and bail out: I don’t wanna spend more time here than we have to.”

As they left to dig through the storage of alien tech once again, a message blinked on the screen in the empty command center: Richard Doyle was requesting access to the base. No one was around to override the automated system and the old computer had no reason to deny this request.

The message changed to ‘Access Granted’.

“Guys, check this out!” Kevin called.

Gwen gave the satellite dish an unenthusiastic look, “Another antenna? We don’t know what to do with the one we already have.”

Kevin waved a stack of yellowed papers in the air, “But according to this, it’s supposed to be foldable, so we’ll be able to hide it.”

Ben perked up, “Now that is more useful.”

Despite all the time he spent tinkering with Gwen’s laptop as Grey Matter, the internet connection was still lousy without a proper antenna.

Grandpa Max took the papers and quickly flipped through them, “Yes, it’s a Rustbucket model, so we should be able to install it. Good find.”

“Did you get the energy cells, grandpa?” Gwen asked.

He grimaced slightly, “Not the ones I wanted, but they’ll do. They can handle maybe ten seconds of a speed boost before they need to recharge, but it’s still better than nothing.”

They kept digging through room after room in a huge storage facility, looking for other useful odds and ends that could be installed into the Rustbucket. Eventually, Grandpa Max deemed it to be enough. Ben transformed into Four Arms and took the box with the energy cells, Kevin hauled up the antenna, and they began a slow trudge back to the Rustbucket.

“So other than that sword, did you find any other weird stuff on Earth?” Ben asked idly as they walked down the winding corridors.

Grandpa Max chuckled, “Want to know what else you can poke fun at me for?”

Ben shook his head, “No, it’s just… We’ve seen so much weirdness on this roadtrip, I’m kinda wondering if we’re just this lucky–”

“Or ‘lucky’,” Gwen interjected, making air quotes.

“–Or if it’s always been like this.”

Grandpa Max rubbed his chin in thought, “Let’s see… There was that Psycholeopterran that got loose in Virginia, that thing with Chupacabras, those cyber-squids I had to fish out of the Bermuda Triangle…” He smiled slightly, “You don’t know what trouble is until you have to maneuver a few dozen cyborg animals around just as many boats.”

Ben snickered, “Now that sounds like a fun story. How did you–”

“Stop!” Gwen gasped.

Ben froze mid-step, “Gwen?”

She clicked her bracelets together, activating her disguise, “Someone’s here!”

Grandpa Max shifted the pulse rifle he was carrying over his shoulder, “Where? How many?”

She gulped and started to slowly back away, “Straight ahead. I can’t tell the number.”

“The Rustbucket is right there!” Kevin hissed.

“Which means, they know we’re here,” Ben concluded grimly. He put the box down and pounded his fists together. “Think whoever it is will expect something like me? I still have a few minutes left.”

“First, we need to know what exactly we are dealing with,” Grandpa Max said as he put the energy cells on the floor and put on his helmet. “Kevin, can you scout ahead?”

Kevin nodded and put down the antenna, “Sure, just give me a minute.”

Silent and invisible, Kevin flew towards where Gwen detected the intruders.

He noticed their car first. It wasn’t an SUV or a military truck like he had half-expected. Instead, it was an old-fashioned black limo with a symbol that resembled a medieval shield on the grill.

Then Kevin saw the people milling around it and had to stop and rub his eyes. They looked like medieval knights in metal masks but wearing trench coats and fedoras over their armor. And carrying alien guns.

…Okay. This was a bit too high on the weirdness scale, even for him.

Kevin circled around the intruders. He could see two of them out in the open and one more inside the limo, though that one looked different: their armor was white and bulky and they had a proper helmet instead of a mask like the others.

That was probably the head honcho.

Kevin quickly backtracked to where his friends were waiting and faded back to visibility, “Guys, we’ve got some new weirdoes around.”

Gwen listened to Kevin’s description of the intruders and felt her eye start to twitch, “I’d love to say I’m surprised, but at this point I’m really not. Do you know them, grandpa?”

“No. But considering where we are, they might know me.”

“Or that Richard guy,” Ben added. “Since he was the only one who came to this place and all.”

Grandpa Max rubbed the back of his neck, “Can’t say I can see Rick throwing in his lot with a Monty Python sketch but what do I know?”

“Who’s Monty–” Ben started to ask then paused and shook his head, “Nevermind. What do we do now? If they are parked right next to the Rustbucket, how do we get past them? Do we fight? Sneak in?”

“How about we try to talk first?” Kevin suggested. “We’ve never seen these guys before. It doesn’t look like they’re with SECT or the Plumbers, so maybe they’re friendly?”

Gwen gave him a skeptical look but sighed and nodded, “I guess, it can’t hurt to try.”

“I’m pretty sure it can,” Ben muttered darkly. “But whatever. There’s three of them and four of us. We can take them down.”

“Are you gonna hide?” Kevin asked with concern. “Friendly or not, if you transform where they can see you–”

“I can count my time pretty well, so I’ll just hide in the Rustbucket when I start running out,” Ben replied. “But you should hide. Just stay invisible and if we have to fight–”

“–I’ll be your ace in the hole,” Kevin finished and faded out of sight. “Got it.”

Grandpa Max flicked off the safety on his pulse rifle, “Alright, kids, let’s go.”

“Can’t say I was expecting to see visitors in this place,” Max drawled, loudly announcing his presence. He kept the barrel of his pulse rifle pointed down but if things went south, he was more than ready to start shooting.

The medieval reenactors warily rested their hands on their own weapons (kinetic blasters, Max recognized with relief: they packed a mean punch but weren’t lethal) but didn’t attack. Yet.

The tinted window of the limo rolled down, revealing a person in white armor inside. “Likewise,” the person said, their distorted voice male and vaguely familiar, “but Red Cross is always welcome here.”

Max slightly loosened his grip on the pulse rifle and inwardly thanked Gwen for her foresight to mark his uniform. It looked like they might be on the same side after all. “I’m glad to hear that but you have me at a disadvantage: it seems that you know more about me than I do about you.”

The armored man opened the door and stepped out of his car. The other two immediately flanked him, acting like bodyguards. “Please, forgive my lack of manners. I am Driscoll and we are the Forever Knights.”

“Okay then, drill-guy,” Ben butted in. “What are you doing in here? This place is supposed to be abandoned.”

“And few people have the access codes,” Max added.

Driscoll chuckled, “Some might say, I have more right to be here than anyone.”

Max slowly exhaled, “…Rick? It’s you then, isn’t it?”

The bodyguards twitched, clearly fighting the urge to pull out their blasters, but Driscoll only laughed and lifted the visor of his helmet, revealing the familiar if aged face, “Now, I’m afraid, I’m the one at a disadvantage.”

Gwen narrowed her eyes, “So you’re that guy, huh? Richard Doyle, the government liaison. The one who’s been stealing weapons from this place.”

He raised an eyebrow, “And you would prefer for them to remain here, collecting dust? Forever Knights have existed for centuries, seeking to protect Earth from any extranormal threats, be they magical or alien in origin. This technology is far more useful in our hands.”

“And who exactly falls under your definition of threat?” Max asked.

“Are you asking about anyone in particular?” Richard prompted. “Or is it just idle curiosity?”

“Okay, enough! If you just want to chitchat, I’m out!” Ben snapped and marched towards the Rustbucket, “I don’t have time for this.”

Ben could feel his time limit approach fast. He barely managed to close the shutters in the RV before the red light of transformation washed over him. He huffed in irritation and sprawled on the couch, waiting impatiently for the Omnitrix to recharge.

A gust of cold wind passed over him, through him, and solidified into a still-invisible but clearly detectable presence looming above him.

“Told you they were friendly,” Kevin said and shifted back to visibility.

Ben snorted, “Yeah, I should’ve guessed. The only decent people we meet are loonies and weirdoes.”

“That’s because normies are the real enemy,” Kevin snickered. He quickly turned serious, “How much are we gonna trust them? ‘Cause I just realized that the computer system had probably recorded your grandpa’s access codes. One look at the logs, and they’ll know who he is. And even if we erase them, those guys might be able to restore the data just like you did.”

“I’ll give you one better: how much do you wanna bet that grandpa didn’t erase the logs at Rushmore?”

Kevin groaned in exasperation and dragged a hand down his face, “We just can’t win, can we? Might as well just come clean and save everyone the trouble.”

Ben sat up and looked at his friend, “Do you think it’s worth it?”

“I dunno, Ben, but we need more Earth-side allies, especially with SECT on the loose.”

“Wait!” Ben snapped his fingers. “Let’s call Phil: maybe he knows something about these guys!”

“So, how come you’re here at the same time we are?” Gwen asked suspiciously. “Kind of a big coincidence, don’t you think?”

“We have already kept tabs on the former Plumber bases. After alien activity noticeable enough to hit national news, we have increased our surveillance. The moment you entered the base, we knew about it,” Driscoll replied. He was leaning against the side of his car, somehow managing to look casual even with the armor on.

Gwen gulped and exchanged worried looks with her grandfather, even though she couldn’t see his face under the tinted visor. Did that mean he knew who they were? What about their visit to Rushmore?

Grandpa Max crossed his arms, “I won’t beat around the bush. Do you know who we are, Rick?”

“I can’t say anything about your Anodite and Tetramand friends,” Driscoll replied, “but I can make a few guesses about you. The list of human Plumbers isn’t that long.”

“…How do you know I’m human?”

Driscoll chuckled, “You have just confirmed it. And besides, you recognized me. That alone tells much.”

Grandpa Max and Driscoll continued carefully fishing for information when their cautious dance was interrupted by Ben. He exited the Rustbucket back in the shape of Four Arms and cheerfully announced, “So, drill-guy, one Phil Billings has just vouched for you.”

“Phil?” Driscoll repeated with mild interest and gave her grandfather a searching look. “Well, that narrows down the list of suspects. I thought you were retired, Max?”

Grandpa Max sighed and removed his helmet, “I thought so too but life rarely goes on as planned.”

In an attempt to get more comfortable for what was shaping out to be quite a long conversation, Max took out the foldable picnic table and benches out of the Rustbucket and put them right there in the garage with Ben’s help. Deciding that they could afford a little trust, Kevin had returned to the visible spectrum and was helping them set the table.

Max put down the cups and the coffee pot and barely managed to stifle a snort looking at their colorful group.

“What’s so funny?” Richard asked.

Max gestured at the kids who looked like (and were) aliens, at himself and the old secret base they were in, then at Richard and his knightly bodyguards, “Nothing. It’s just that our little tea party would have probably looked less weird if a Mad Hatter decided to join in.” He ruefully shook his head, “Just when I think that this rabbit hole can’t get any deeper…”

“Well, at least it hasn’t yet reached Caerbannog,” Richard deadpanned and Max burst into startled laughter.

“I sure hope so! I didn’t bring my Holy Hand Grenade.”

The kids repeated his words in a confused whisper before Kevin tentatively suggested, “Uh, will sonic grenades work on… whatever it is you’re talking about?”

Max waved his hand, “Ah, ignore that. It’s just a reference to an old movie I’ve seen once.”

“Must be a really old movie. Was it even in color?” Gwen needled.

Max glared at her half-heartedly, “I’m not that old.”

“But I do wonder about your age, Anodite,” Richard said, his tone conversational but his eyes sharp and piercing.

The dark violet skin of Gwen’s disguise couldn’t pale, but she swallowed nervously and her fingers twitched, magenta sparks forming around them. She exchanged concerned looks with Ben and Kevin but both of them only shrugged back.

Gwen loudly exhaled and scowled, “Oh, whatever! There are probably cameras around here anyway.” She crossed her wrists and deactivated the illusion around herself, baring her teeth in a cheerfully vicious grin, “Hi! I’m Gwen Tennyson! I’m ten but I can still kick your butt into the next week!”

Richard sighed heavily and rubbed the bridge of his nose, “…Right. Of course this is happening to me.” He looked at the boys, “Is it too much to hope that you two are older?”

Kevin immediately perked up, “I am!”

Gwen snorted, “Yeah, by a year.”

He sighed and deflated, his wings drooping slightly, “…By a year.”

Richard was now holding his head in his hands, “Are you also related to Max?”

“Umm… No?” Then Kevin’s expression turned apprehensive, “…At least, I don’t think I am?”

Gwen wrinkled her nose, “That would’ve been way too weird.”

“Yeah, I’m just kinda… tagging along. Name’s Kevin.”

“That is a very human name,” Richard drawled.

“That’s ‘cuz I’m human,” Kevin replied. “…Sorta. Well, my mom was. Uh, long story.”

“I imagine it is,” Richard muttered. He looked up at Ben, “And what’s your story?”

He snorted, “A really weird one.” Then the Omnitrix flashed red, changing him back to human form, and he waved his hand with a grin, “Hi, I’m Ben.”

Richard looked at him blankly then stared morosely into his coffee, “Max? I think I’m going to need something stronger.”

“So, you were the government guy, right? How come you joined the round table of weirdoes?” Ben asked after they gave Driscoll the abridged version of their adventures, which he took the time to double-check with Phil.

“Forever Knights are an old organization with a vested interest in anything extranormal. In this country, they’ve been working with Area 51 even before the Plumbers came to Earth, albeit mostly unofficially,” Driscoll replied.

“And later Area 51 was made subordinate to the joined committee that oversaw relations with the Plumbers,” Grandpa Max hummed. “The one you were the head of. So the Knights came to you.”

Driscoll nodded, “We have been allies for years. And when the Plumbers left, it seemed only natural to join them fully.”

Grandpa Max drummed his fingers on the table, “If I remember that old treaty correctly, these bases and everything in them is Plumber property. Area 51 wouldn’t risk openly taking anything from here this soon… Except you’re not Area 51.” He laughed, “I think I understand how your relationship with them works. You’ve always been a snake, Rick.”

Driscoll smirked, “True. That’s why I’ve been appointed king after all.”

“But speaking of Area 51… What do you know about SECT?”

“Not as much as we would like to,” Driscoll admitted. “They used to be a strike team and a damn good one. Except Steel, their leader, was heavily prejudiced against aliens, so you can imagine how he reacted to being forced to work with the Plumbers. Or worse, being subordinate to them. And then Billings came to Earth and brought some interesting new information about the Plumbers. As you can imagine, the extremist views among those in the know immediately skyrocketed. Steel used it to bring new personnel under his wing, until he was surrounded only by those who shared his opinions. Colonel Rozum tried to counteract it, but there was only so much he could do.”

“So SECT broke off from Area 51,” Grandpa Max stated grimly.

“That’s not even the worst part. At the beginning, SECT was still ostensibly under the control of US government. But then Steel managed to find a… benefactor. Someone with enough money to buy SECT far more independence than they were allowed to. SECT still pays lip-service to the government – and thanks to the prevalence of the extremist anti-alien views they don’t even need to hide much – but the majority of their organization is operating in the shadows. We’ve been investigating them for a while, but so far we haven’t found much. The few leads we have are mostly conjecture. So if you have any information to share, it would be appreciated.”

Grandpa Max shook his head, “We know even less. Steel was the field leader we dealt with and he did seem to hate aliens. But other than that? I don’t know what to tell you.”

“Well, we only saw them use human tech,” Ben said. “Does that count?”

Driscoll shrugged, “We already knew that. SECT doesn’t have the Plumber access codes, so these bases are as secure as they can be under the circumstances. Although I admit that it’s still an ongoing concern, which is why we are monitoring everything. If SECT attempts to break in, we will know.”

“If something like that happened, we’d be grateful if you told us,” Grandpa Max said.

Gwen winced, “Yeah, those guys were seriously nasty.”

“You want an alliance?” Driscoll asked with a suddenly sharp look. “This can be arranged. Powers like yours would be a great asset to our organization.”

Grandpa Max balked a little, “You want to recruit children?!”

Driscoll rolled his eyes, “Don’t act like I just suggested to send them into an active war zone.”

“And Xylene didn’t care about our age when she tried to kill us all,” Kevin pointed out. “SECT didn’t either.”

Gwen nodded in agreement. They already had way too many enemies, they needed some allies too.

Grandpa Max wavered slightly, “Then what exactly do you have in mind, Rick?”

Driscoll shrugged, “Mostly information exchange. Anything else can be decided on a case-by-case basis but we do have plenty of resources at our disposal. I’m sure you can find something we can offer you. Also, if you know any people with unique skills and abilities, the invitation extends to them as well.”

Now that was an interesting idea. Hex and Charmcaster would probably refuse, but Gwen saw no harm in telling them. And for all that Animo didn’t trust anything military-adjacent, he might appreciate having someone in his corner if he was found again. They were planning to visit the scientist anyway, hoping he could help with Kevin’s mutation, so they could even relate the offer in person.

“Sounds good to me,” Ben shrugged and stretched his hand. “Us weirdoes gotta stick together, right, drill-guy?”

Driscoll laughed and shook the offered hand, “Quite so.”

Chapter Text

Constantly being on the road tended to get boring. Thankfully, with the Plumber-issue antenna and Grey Matter-improved laptop entertainment was easy enough to find.

Unfortunately, their attempt at horror movie marathon had ground to a halt almost as soon as it began.

“How can a movie with ‘chainsaw massacre’ in its name be so boring?!” Ben complained loudly, crunching on a handful of popcorn. He yawned and immediately scowled, “See?! I’m falling asleep here!”

“You can sleep around all those screams and chainsaw noises?” Kevin asked, curling one arm around Ben to grab some popcorn for himself.

Gwen dragged a hand down her face, “Okay, this movie is a bust. Let’s watch something else.”

“How about that movie grandpa was talking about?” Ben suggested. “What was it called...?”

“Monty Python and the Holy Grail,” Gwen replied and cued the movie in question. “Fine by me.”

She had to admit, she was curious about the movie herself: they really didn’t know much about grandpa’s interests. And while he warned them that this movie wasn’t exactly intended for children, it wasn’t like their entire vacation, starting from being shot at by secret agents, all the way to fighting an alien robot army, was very child-appropriate. (Plus, she had already learned plenty of swear words from Kevin.)

Although in this case, ‘not intended for children’ apparently meant really freaking weird.

The entire movie was a confusing sequence of nonsensical events and it felt like half the jokes flew right over her head. The ones she did get were actually pretty funny, so she couldn’t consider it a time wasted, but the ending was just– just–

Gwen let out a strangled scream, “What is wrong with this movie?!”

“Man, what a cop-out!” Ben laughed.

Gwen felt her eye twitch. Did he seriously just–

Kevin slapped his forehead, “Really? Really?!”

Ben gave him a smug grin, “What? Jealous of my pun-tastic skills?”

“Don’t make me hurt you, doofus,” Gwen growled.

“Run away, run away!” Ben cackled.

…Gwen maintained that chucking the empty popcorn bucket at his head was an entirely justified reaction.

“So, did you like the movie, kids?” Max asked when it was finally time for lunch and he stopped the Rustbucket in the nearby woods. They stayed outside while he cooked in the small kitchenette.

“Weirdest thing I’ve ever watched,” Gwen replied.

Max only laughed in response. “I did warn you.”

Gwen looked up at the overcast sky, “Is it just me or does it look like it’s gonna rain?”

Kevin tilted his head back and inhaled deeply, “Smells like it too.”

“Might explain why I’m so sleepy,” Ben yawned.

Behind his back, Kevin exchanged incredulous glances with Gwen. Sure, the weather was to blame. And the fact that Ben couldn’t get a good night’s sleep ever since he found the Omnitrix had absolutely nothing to do with it.

Still, Kevin stayed silent: starting to argue about his friend’s sleeping habits would be far too hypocritical.

Soon enough the first drops of rain started to fall. Ben and Gwen scrambled into the RV but Kevin stayed outside. He closed his eyes and smiled when it started to rain in earnest.

“Are you gonna stay outside?” he heard Gwen ask.

Kevin opened his eyes and looked at his friend who was sitting on the steps of the Rustbucket, safely away from the inclement weather, “I like the rain.” He sighed wistfully, “It’s too bad that this isn’t a thunderstorm. I like them even more. Always did…”

Kevin laughed in glee, jumping from puddle to puddle. He was soaking wet and covered in mud but he was having too much fun to care. Lightning flashed high above, the charge in the air making his skin tingle, and he raised his hands towards the sky.

“Over here!” Energy sparkled between his fingers as he jumped and waved his arms, shouting over the rolling thunder, “I’m here!”

“What are you doing, Kevin?” his mother laughed softly from beneath the umbrella she was sharing with his father.

Kevin beamed at his parents, “I wanna get hit by lightning!”

“I think you need to stand a little higher for that,” she replied. “Like the roof. But I’d rather you didn’t.”

“Or! I can fly a kite with a wire! Like that guy from the history channel!”

“I don’t think trying to touch lightning is a good idea in general, Kevin,” his father said.

“But dad!”

“There is a lot more energy in the lightning than in electric sockets,” his mother gently explained. “We just don’t want you to get hurt, okay?”

Kevin slumped down, “Okay…”

She ruffled his wet hair, “That’s my good boy.” Then she leaned closer and whispered conspirationally, “But even if lightning is off the table, don’t you think that lamppost over there looks tasty?”

“Can I charge from it?!” Kevin gasped.

“Sure you can,” his father smiled. “And if you fry it… Well, I guess it’s just gonna be our little secret.”

“You ever been hit by lightning?” Ben asked curiously.

Kevin swiped one hand across his eyes, pretending it was only rainwater on his face.

“A couple of times,” he replied, privately grateful for how much the distortion in his voice could hide. “Had to climb on the roof and grab the lightning rod for it to work but it was worth it.”

The first time he had done it was soon after he had run away from the group home. He had been tired and scared and so damn lonely… But in that brief moment when the blast of lightning travelled down the slick metal and sank into his skin, he felt as powerful as the thunderstorm itself. (He felt like there was still something worth living for.)

“Well, it’s easier now. If we get in a storm, all you’ll need to do is fly into the clouds,” Gwen reasoned, her voice rooting him back into the present.

“I don’t think my wings are gonna like it,” Kevin replied. The fragile membranes were already starting to feel heavy. If they got any wetter, he would lose the ability to fly. Then again, turning intangible might solve that particular problem.

The familiar beeping of the Omnitrix brought his attention back to Ben who was rotating the dial in search of the alien he wanted.

“Been a while since I used Ripjaws,” Ben replied to the unspoken question.

Kevin rubbed his gills with a side of one long black claw, “It’s certainly wet enough. Gwen?”

She wrinkled her nose and retreated deeper into the RV, “Pass. It’s way too muddy.”

Ben shrugged, “Your loss.”

He jumped out of the Rustbucket and hit the dial of his watch mid-air. Green flash of light consumed his form and he landed on the ground as an alien.

But not as Ripjaws.

“No way!” Gwen gasped. “Another alien?!”

It certainly wasn’t a species they had ever seen before. The new alien was leafy-green in color with thin long-fingered arms and five legs that looked more like vines or tentacles.

“Yes!” Ben pumped his fist in the air and twisted around. His limbs stretched bonelessly as he tried to get a better look at his new form.

“This is awesome! Lemme get the database!” Gwen quickly turned around and ran straight into her grandfather.

“What’s the ruckus, you three?” Max asked, steadying her.

“Ben got a new alien!” Gwen exclaimed and dove after the data slate.

Max peeked out of the RV and raised an eyebrow, “Looks like you are in luck, Ben. Florauna are a fairly powerful species. And a very unpleasant one.”

“Florauna?” Ben repeated. “Is that what I am?” He stretched one arm over his shoulder and scratched his back between the strange black pods sticking from there. “Ugh, what is this stuff?”

“Careful!” Max warned. “Those things on your back are pretty much organic grenades.”

Ben quickly jerked his hand back, “Yikes. Okay.”

“What else can this alien do?” Kevin asked.

“Florauna’s greatest strength is how hard they are to put down. They can heal any injury, even regenerate limbs. And if I remember it right, they can control other plant life.”

“The database also says that they are great at digging,” Gwen added.

“Digging?” Ben repeated skeptically. “Like moles?”

“More like underground sharks,” Max corrected. “They move fast and can ambush their enemies. Few things are more terrifying than the ground rising up to eat you.”

“Hmmm…” Ben lifted and lowered his vine-like legs one by one. Their sharp tips effortlessly sank into the wet ground. Then he made some strange writhing movement and buried his legs fully. Now up to his waist in mud, Ben dug his hands in and burrowed into the ground up to his shoulders.

“Wow, this actually feels nice,” he commented and tilted his face towards the sky. The spiky growths on his neck that made him resemble a Venus flytrap flexed slightly and opened wider, as if trying to catch the raindrops.

“Gotta admit, you’re a lot less annoying when you can’t move,” Gwen snickered. “What should we call this alien? Daisy? Pansy?”

Ben scowled at her then smirked. The Venus flytrap snapped closed around his head and he dived fully underground. Mere seconds later he burst out right next to the Rustbucket, extended his arms, and dragged his cousin out into the rain.

Or, at least, he tried to, but Gwen blocked him with her magic shield.

“Ben, don’t track mud inside or you’ll be the one cleaning it. Gwen, don’t fry our tech with your magic unless you want to visit another Plumber base,” Max said, looking unimpressed but mostly resigned.

“Okay!” the cousins chorused and resumed their scuffle.

Grandpa Max didn’t particularly like driving during the rain, the roads too slick and he himself too sleepy for his liking. And they wouldn’t have been able to reach Animo’s hideout on the outskirts of Texas in one day anyway, so they stayed put, allowing the weather to clear and Ben to get a hang of this new alien that he had dubbed ‘Wildvine’.

Ben stretched his limbs and dug himself deeper underground. Then he stilled, simply enjoying the darkness and pressure of the earth surrounding him. Without the need to breathe, it didn’t feel stifling or oppressive as it might’ve had for a human. Instead, it was calm. Peaceful.

Ben wished his transformations weren’t so limited in time: it felt as if no nightmare could ever reach him in there. But that power was beyond him, so all he could do was soak in the darkness and the silence and hope a part of it remained with him even when he was forced to transform back.

A distant voice broke through the quiet, souring his mood. Who the heck was being so loud that he could hear them even several feet underground?!

Ben clamped the leafy ‘jaws’ tighter around his head, trying to block out the sound, but it didn’t help in the slightest. The voice kept muttering something irritatingly unintelligible.

With an angry growl, he dove out of the ground, “Why are you making so much noise?!”

Kevin gave him a baffled look from where he was stretched on the floor of the Rustbucket with the data slate in hand, “…We’re not?”

Gwen looked up from her spellbook and scowled, “What is your problem, doofus? You’re the one being noisy!”

That made him pause. Ben opened his ‘jaws’, surprised to realize that they were right: he couldn’t hear anything except the soft rustle of rain. “But I thought I heard–” He frowned and stuck his head into the burrow he had jumped out of. “Hello? Anyone there?”

He was greeted with nothing but silence.

Ben straightened up and scratched the back of his head, “That was weird.” He shook off the dirt that clung to his skin and slunk closer to the RV, “Kevin, can you open the page on Florauna?”

His friend flicked through the database and handed him the slate, “Here.”

“You gonna explain or what?” Gwen asked.

Ben sat down on the steps, keeping his legs partially buried in the mud and the data slate safely dry. “I heard something underground. A voice. I wanna check if this alien has super-hearing or something.”

Gwen slowly tapped her chin, “Actually, sound can travel pretty well through solid things. Maybe that’s why?”

“Could be both,” Kevin added and tried to look over his shoulder but the leafy ‘jaws’ kept getting in the way.

Ben snickered at his frustrated shuffling and twisted around so they could all read somewhat comfortably.

“I don’t see anything about super-senses,” Gwen said after skimming through the entry. “Maybe you were just hearing things?”

Ben scoffed, “You actually believe that?”

“No,” his cousin immediately replied.

“If you can only hear that voice underground, you should dig in and try to find where it’s coming from,” Kevin suggested.

“And if you can’t tell the direction, dig around in a circle,” Gwen added. “Wide circle.”

Ben nodded and stood up, “Okay, I–”

The Omnitrix flashed red, changing him back to human form.

“–Gotta wait ten minutes,” he finished sheepishly.

“Would a searching spell help?” Kevin asked idly as Ben burrowed underground once again. “Or whatever those things are called?”

Gwen made a face, “I can’t look for something if I don’t even know what it is. Scrying spells need something to work as a connection.”

“Oh, is that why you grabbed Ben’s T-shirt when we were looking for him that one time?”

She nodded, “Yeah. Any personal object can do.” She swallowed thickly, suddenly feeling cold, “I’m so glad it worked…”

She shivered and looked away. It was the first proper spell she had ever used. What if she failed? What if they didn’t find Ben in time?

“Gwen?” she heard Kevin’s concerned voice and felt his hand rest on her shoulder.

She clasped his oversized talons, “I’m okay. Just… thinking how lucky we were to find him when we did.” She smiled bitterly, “Can you imagine? Just a month ago my biggest fear was getting a B on a school test. Now I have to worry that someone will try to dismember my cousin and murder everyone around me.”

Kevin pulled her closer, wrapping both sets of arms around her, “It’s gonna be okay, Gwen. I know this sucks but we can fight back.”

She slowly exhaled and allowed her fear melt into rage. It spread through her veins, as bright and burning as the mana she wove into spells. “Yes… Yes, we can.”

Her eyes glowed magenta as she made a promise to herself: if anyone dared to hurt the people she cared about, she wouldn’t stop fighting until she paid them back tenfold.

Pinpointing the direction that the voice was coming from took quite a bit of time, but eventually Ben managed. Unfortunately, the path led deeper into the forest, forcing everyone to leave the Rustbucket behind to investigate.

They were all ‘dressed to impress’, so to speak: Grandpa Max was wearing his Red Cross uniform and carrying a pulse rifle, Gwen had a toolbelt and a weapon holster on, along with her magic disguise, and even Kevin was carrying a blaster, though Ben had to forfeit his own – he would just break it when burrowing underground.

Thankfully, with Wildvine’s superior digging skills and Kevin’s flight combined with super-speed, the trip itself was nowhere near as long as searching for the right direction was.

“Is this the place?” Kevin asked, landing in front of a narrow fissure in the mountain cliff that could barely be called a cave.

“I think it is,” Ben replied. He was fairly sure it was: he no longer needed to dig underground to hear the mysterious voice, although it remained as unintelligible as before.

Kevin put down Grandpa Max, who patted his back in gratitude, “Thanks for the lift, kid. You sure you’re alright carrying us like this?”

“Yeah, it’s fine. You’re not that heavy.”

Gwen jumped down from Kevin’s back and peeked into the fissure, “There’s definitely something alive in there but I can’t tell what. For all I know, it could be just a bear.”

“Then we’ll have bear steak for dinner,” Kevin shrugged. “Still worth investigating.”

“Are bears even edible?” Ben wondered. Grandpa Max opened his mouth to reply and Ben quickly raised his hands, “Wait! Don’t answer that.” He laughed nervously, “Forgot who I was talking to.”

Sure, Grandpa Max hadn’t tried to feed them gross things lately (no doubt as an attempt to show that he had really turned a new leaf) and bear meat sounded leagues above his usual fare of mealworms and dung beetles but Ben still didn’t want to press his luck.

“Well, unless you want to have dinner here instead of back in the Rustbucket, we should start moving,” Gwen prompted.

She stepped into the cave, the ethereal candleflame of her magenta hair somehow making the shadows thicker instead of chasing away the darkness. She took a small flashlight from her toolbelt and turned it on, “Let’s go.”

Kevin had never been particularly claustrophobic but the narrow tunnel was just plain irritating. The walls were so close that he was forced to either use his transformation charm or stay intangible. He chose the former and now his struggle to keep his balance on the uneven floor of the cave was exacerbated by the drastically different body shape.

It was strange to realize that he had grown used to having multiple limbs and asymmetrical field of vision, yet here it was, the undeniable proof.

Kevin stumbled again and bit back a curse. He did try to clean up his language but this particular habit was a hard one to break. (Then again, Max wasn’t in a good position to harp on it, lest they start picking at his unpleasant past as a Plumber once more.)

“Just how deep is this cave?” Ben grumbled. The Omnitrix had timed out and he wasn’t happy about it.

“Whatever it is I’m detecting, it seems to be getting closer,” Gwen said.

“Still can’t tell what it is?” Max asked and she shook her head in response.

They continued on: Gwen in front with the flashlight, Ben and Kevin in the middle, and Max bringing up the rear.

“Wait,” Max called a few minutes later (at least, it seemed like that: time was hard to tell in this place). His voice didn’t seem alarmed but everyone still tensed up. “Gwen, can you turn off the light for a few seconds? Your disguise too. And Ben, cover the Omnitrix.”

They did exactly that. With no light sources, the darkness seemed absolute. And yet, far in the distance a faint glow was visible.

“So we are getting somewhere!” Gwen cheered and turned her flashlight back on. “Come on!”

After several more minutes of shuffling down the narrow tunnel, they finally exited into a massive cavern that was completely overgrown with fungi.

“Wow. That’s a big mushroom,” Ben commented.

“Lots of big mushrooms,” Kevin agreed.

It looked like a veritable forest and even the smallest of mushrooms was almost as tall as his current form. Others looked bigger than the Rustbucket. And every one of them was glowing.

“And somehow I don’t think they are supposed to be here on Earth,” he added.

Kevin deactivated the charm and stretched his limbs in relief: Hex did an amazing job enchanting that thing but using it still felt stifling. Then he flew into the middle of the cavern and looked down.

There on the floor between the various mushrooms was a hole so deep, he couldn’t even see the bottom. Its walls were covered in a web of pulsing purple vines. Or were they roots? He didn’t know.

Kevin landed on the edge of the hole and poked the purple vines with the tip of his tail. “What are those things?”

“I’m… trying to remember,” Max said. He crouched down and carefully brushed one of the vines with his gloved fingers. “They look a little familiar.”

“You sure you should be touching those?” Gwen asked skeptically. “Because they kinda remind me of the Tick.”

Kevin quickly flicked his tail away and took a step back from the edge. Now that Gwen said it, he could see the resemblance too.

Max shook his head, “It’s not the Tick. It’s– Ugh, why can’t I remember? I know I’ve seen this before!”

Gwen sighed, “Do you have the database?”

Max nodded and started rifling through his pockets.

“Or we can do this my way,” Ben interrupted and raised his left wrist, showing the green dial of the Omnitrix. “Wildvine is the one who led us here in the first place.”

“That’s it!” Max gasped. “I remember! They can speak to plants and fungi!”

“They… who?” Gwen asked slowly.

“Mycelium! They are a fungal hive mind with some telepathic abilities. Really strange species and very hard to communicate with but overall peaceful,” Max explained. “Though I honestly have no idea what a cluster of them is doing on this planet.”

“I’ll ask,” Ben said and activated the Omnitrix.

The green light that transformed him into Wildvine hadn’t even fully faded before the purple vines began to move. They stretched out of their well, wrapped around Ben, and yanked him down.

“Did that look peaceful to you?!” Gwen snarled, baring her teeth in rage.

Before her grandfather could say anything, Kevin grabbed them both and jumped into the well. He flew down, chasing after Ben’s barely-visible figure, while Gwen traced the shape of Incendia in her mind.

The moment that thing let go of her cousin, she was going to torch it into oblivion!

The well swerved and widened abruptly and they burst into another huge cavern. This one, however, didn’t have a forest of mushrooms inside. Instead, it was filled with a gigantic gelatinous thing: bright pink, faintly translucent, and glowing from the inside.

Ben was lying on his back right on top of it but the thing was a big enough target that Gwen could cast freely.

Her fingers curled like claws and mana swirled between them. Her rage wove it into the shape of blazing fire. “Tempestus Ince–”

“Gwen, wait!” Ben yelled and she choked on the second part of her incantation.

The half-formed spell writhed in her hands, trying to either break free and destroy its target or fizzle out completely. She held it tightly, refusing to let go.

Not until she knew for sure.

“They’re not trying to hurt me, I promise,” Ben continued.

‘Then why did this thing capture you?’ Gwen wanted to ask but she couldn’t speak with the second part of her spell still caged between her teeth.

“Are you sure?” Kevin called, hovering uncertainly above him.

“Yeah. We’re just talking, honest. This Mycelium just got excited that someone could finally understand them, so they grabbed me. I’m fine, I promise.”

Gwen jerked her hands apart and shattered the spell. The mana had already been shaped: she couldn’t reabsorb it, she could only break it apart and swallow the unfinished incantation.

“So help me if you’re wrong, doofus…”

Ben wasn’t wrong, he knew he wasn’t. There was no place for mistakes or doubts between the threads of Mycelium within his mind.

It felt like merging with Kraab and yet so different. That fusion was harsh, intense, an accident born of his own inexperience: thoughts melting one into another until all that was left were their battle instincts and their singular goal.

This was different. This wasn’t the middle of a life-or-death battle nor was it an accident. Mycelium was merely talking, half in words, half in thoughts and memories.

“Their mind is so different…” Ben whispered aloud. “So alien…”

“Probably because it’s an alien,” his cousin grumbled from above.

Kevin didn’t land on Mycelium, not that Ben could blame him. And it would probably be pretty rude too.

“No, they’re–” Ben briefly closed his eye. How could he explain? “The others… Vilgax, Kraab, Psyphon… Even Tetrax and Xylene. They looked different from us, but good or bad, they acted like us. They thought like us. Mycelium… doesn’t.”

They were a telepathic hive mind: everything on their planet was connected, all part of a greater whole. The concepts of lying and deliberately causing pain to others were foreign to them. And how could they not? Connected as they were, harming others would be like harming oneself. And at the same time, there was no true empathy or kindness to be found within Mycelium. They only helped others because they felt their pain, not because it was the right thing to do.

And yet, that glimpse of alien existence felt so good, so calm and peaceful… No secrets to hide, no threats to fight…

In a different life–

“So are you gonna stay there or what?!” Gwen’s irritated voice cut through the haze.

Ben looked up at his cousin and smiled faintly, “Yeah, yeah, I’m going. Bossy dweeb.”

‘Sorry, Mycelium, but I can’t stay here,’ he thought as their minds began to untangle. ‘I can’t leave my family.’

“So we’re just… leaving it there?” Kevin asked in a slightly bewildered tone when they finally crawled out of the cave.

Ben shrugged, “They’ve already been there for years. Mycelium isn’t hurting anyone and it’s not like we can just call a space taxi to send them home.”

“And they are also deep underground,” Grandpa Max added. “I don’t think there is going to be a lot of tourists around. But I’ll tell Rick just in case.”

“Fine by me,” Kevin replied.

Gwen scowled, “Ugh, whatever. Let’s just get back to the Rustbucket.”

Ben glanced at the still-red dial of the Omnitrix, “Gimme a few minutes to recharge first.”

“Eh, I can carry you too,” Kevin offered. “You weigh nothing.”

“If you say so.”

Ben climbed onto his shoulder and waited for Gwen to do the same. Then Kevin grabbed Grandpa Max and rose into the air. It only took them a couple of minutes to reach the Rustbucket and soon they were back on the road.

Unfortunately, they were not the only ones on the move.

“Agent Steel, I see that you still haven’t managed to find our wayward aliens, have you?”

The blond man grimaced, “…No, sir.”

“Now, agent, I know that you are angry. I am too, but emotions won’t get us anywhere. The aliens are now aware of our existence: they will not fall into the same trap as before.”

“Then what do you propose, sir? Simply monitoring the media until their next reappearance?”

“We’re already doing it, Agent Steel. Do keep up,” his superior chided. “No, what I propose is a little more… proactive. I have word from our specialist: he has finished decrypting and repairing those files we have obtained from the wreck at Rushmore and there is some very useful information in them. He will tell you everything you need to know, but first you need to pick up the prototype.”

“Project Quicksilver? He actually managed to finish it?!”

“Yes, agent. The first subject, codename Ares, is ready to be deployed. Consider this a trial run: we really do need to test it in the field.”

“Yes, sir. As you wish.”

Chapter Text

Ben woke up to see sunlight streaming through the windows. He blinked and rubbed his eyes. Did he really sleep through the night without waking up once? He couldn’t even remember any nightmares.

He smiled softly and whispered, “Thanks, Mycelium.”

He didn’t know how long that stolen fragment of peace was going to last, but even a single night of undisturbed sleep was a treasure.

Ben shuffled closer to the edge of his bed and looked down. His eyebrows climbed up in surprise.

Kevin tended to shift around during the night, so it wasn’t strange to see him sprawled across the floor to hog every available inch of space. What was surprising was to see Gwen sleeping between his mismatched arms.

Ben snickered at the sight but he didn’t have the heart to wake up either of them. They all needed their rest, so he stayed quiet and listened to the chirping of morning birds outside.

Finally, with a yawn and a lazy stretch, Gwen woke up.

“Hey, dweeb,” Ben whispered in greeting.

Gwen squinted at him, visibly unhappy to be awake but much better rested-looking than usual. She didn’t attempt to get up, just grumbled at him, “Morning, doofus.”

“Looking cozy,” Ben whispered next.

“Ugh, blame Kevin: I just wanted to grab a glass of water but he blocked the way back. Then I guess he decided I’m a teddy bear or something.”

“You could’ve woken him up,” Ben pointed out.

“I could have,” Gwen agreed.

Ben nodded in understanding. For all that he tried to pretend that everything was fine, Kevin was struggling with insomnia and nightmares as much as they all were.

They waited in silence until Kevin woke up too. He yawned, showing rows of shark-like teeth, and flapped his wings a few times. Then he tried to stretch and froze, no doubt noticing Gwen tucked between his upper and lower arms. Very slowly, as if he was afraid to move, Kevin looked at her.

“Gwen?!” he yelped, his distorted voice rising into a squeak. “What are you doing here?!”

She gave him a wry smile, “Being trapped. Mind letting me go?”

Kevin scrambled back so fast, his wings hit the wall and bent at a painful-looking angle.

“Gee, am I seriously that scary?” Gwen laughed and stood up. “You guys want coffee? I’m gonna make some.”

Ben jumped off the edge of his bed, feeling surprisingly well-rested, “Sure. With lots and lots of sugar. Kevin?”

His friend silently shook his head.

Gwen squinted at him, “You okay there?”

“Yeah, I’m– I’m sorry for grabbing you like this. I swear, it was an accident!”

Gwen waved him off, “I could get out.” She wiggled her fingers, sparks of magenta dancing around them, “Magic, remember? I just didn’t want to wake you up.”

“Oh…” Kevin smiled tentatively, “Thank you.”

“Gator-Fest?” Ben read from the advertisements plastered all over the small, swampy town they were driving through. “Sounds pretty cool. And hey, it’s just tomorrow!”

“We can visit if you want,” Grandpa Max called from the driver’s seat.

“I’d love to,” Gwen said.

It had been a while since they were anywhere just for fun. And while they came to this swampland in the first place just to see Animo, there was nothing wrong with a two-for-one deal.

They drove a little further and stopped at the edge of the swamp. Gwen jumped out of the Rustbucket and wrinkled her nose at the murky, muddy place. “Are we there yet?”

Grandpa Max scratched the back of his head, “There’s supposed to be an abandoned observatory somewhere around here but I can’t see anything.”

“So we’re lost? Great,” Ben grumbled. “And I can’t even call Doc and ask for directions ‘cuz the reception here is so lousy!”

“I can look around,” Kevin offered.

“Don’t bother. Looks like Animo already knows we’re here,” Gwen said and pointed her thumb at the gigantic rat that was slowly climbing out of the swamp.

“Huh. I didn’t know that rats could swim,” Ben commented.

The animal sat back on its haunches, now almost taller than the Rustbucket, and ran its paws through its whiskers. Then the rat dropped back to all fours and curiously sniffed at him.

Ben smiled and scratched it behind the ear, “Nice ratsie. Show us where Doc is hiding.”

The observatory that the mutant rat had led them to was a ruined mess completely surrounded by water. Even the Rustbucket couldn’t approach the flooded building, so Kevin had to take flight and carry everyone towards it.

He put down his passengers on the somewhat dry roof and hovered uncertainly in the air, unsure if it was sturdy enough to support his weight. Just in case, he activated the transformation charm and landed on the roof in human form.

“Now where’s the way in?” Ben mused as he moved across the roof with careful steps. He crouched down suddenly and poked the white threads that patched up the rotten planks of wood, “Hey, these are spider webs! Looks like Clancy is here too.”

“What’s it with Clancy and ruins?” Gwen wondered. “This place is even more of a death trap than his last home.”

“Beggars can’t be choosers, especially on the run,” somebody said.

Kevin looked up to see a grey-haired man with sallow skin who was wearing an utterly ridiculous helmet. Huh. So this was Dr. Animo? He had to admit, Ben’s description of the man was completely accurate.

“Doc!” Ben grinned and ran towards Animo. “It’s so good to see you again, dude!”

“Likewise, Ben, though I do apologize for the lack of accommodations.” The scientist nodded in greeting at Gwen and Max, then turned to him, “And you must be Kevin.”

“Yep, that’s me.”

“Hmmm… From what Ben told me, I was under the impression that you had trouble with mutations? Yet you look completely human.”

Kevin pointed at his silver necklace, “Only because of this thing.”

“It’s a magic charm,” Gwen added. “But it’s really limited in time. We need something better.”

“You believe in magic?” Animo asked flatly. “Really?”

Gwen glowered at him, “Hey, I’m a mage myself!” She raised one hand and closed it into a fist, “Illuminatus!”

Magenta light shone through her fingers. Then she opened her hand, revealing a glowing ball of energy floating above her palm. “See?”

Animo raised an eyebrow, “I see only that you have some abilities beyond that of a baseline human. Nothing a simple mutation cannot account for.”

“I’m not a mutant!” Gwen snapped. “And neither are Hex and Charmcaster, who are mages too! They’re totally human, just from another dimension. Their ancestors lived on Earth!”

“Another dimension?!” Animo repeated incredulously. “Its physical laws could be completely different from our own! An environmental change this drastic is exactly the kind that leads to mutations and evolutional shifts! How can you be sure that those people are genetically human? Have you run a DNA analysis?”

Gwen faltered slightly, “Well, no, but–”

Ben quickly stepped between them and raised his hands, “–But we’re not here to argue about magic. If it works, it works. I don’t care how.”

“…Very well,” Animo sighed and waved them inside the building.

He led them into a room that was a weird mix of a lab and a living space. A couch and an armchair stood between tables full of science equipment that looked like it was dug out of a junk heap and was only held together by duct tape.

Clancy was waiting there too, occupied with a newspaper. He waved in greeting and returned to solving his crossword while a cloud of insects buzzed around him.

“Now, Kevin, if you could remove your–” Animo winced like he had bitten into something sour, “–magic trinket, we can begin.”

Hoping that the floor wouldn’t break under his feet, Kevin deactivated the transformation charm.

Animo was excited to study Kevin’s mutated form to an almost disturbing degree. He took samples from the disparate parts of his body to run a DNA analysis, then demanded Ben transform into corresponding aliens. With the usual limitations the Omnitrix imposed on him, it all took quite a while, but between catching up on recent events and trying to prevent another argument about magic, Ben had no time to be bored.

Unfortunately, despite being the foremost expert on mutations, Animo couldn’t offer any solutions to Kevin’s problem. And while Ben didn’t place too many hopes on him in the first place, it still stung.

Ben tried not to let this bring the mood down and instead focused on Animo, allowing himself to be swept into the scientist’s infectious enthusiasm. He had already seen what Animo had done with the DNA sample that Ben gave him back in Washington: there were several animals around here that were completely covered in crystals, including a truly gigantic horned frog. Right now, the scientist was gleefully projecting the newly-obtained DNA on the various animals around them.

The rat, apparently called Rous (Animo claimed it stood for ‘Rodent of Unusual Size’, which was a really baffling if accurate name that made Ben feel like he was missing some joke), seemed to enjoy being a Ripjaws hybrid because it immediately ran off to swim in the swamp. A crow that got turned into a Heatblast mix seemed mostly just confused as it kept trying to preen its fiery feathers. And the Stinkfly snake really needed to get a better handle on flying, because the game of dodge was getting old pretty fast.

Animo had been messing with Clancy’s insects when something Gwen said drew him into another argument.

“Fine then!” Animo snapped. “If you are so sure you’re a baseline human, why don’t I just analyze your DNA and put this issue to rest?”

“Fine!” Gwen snapped back and pinched a lock of her hair between her fingers, ready to tear out a sample. Then she froze, “Uh…”

Animo raised an eyebrow, “Is something the matter?”

Gwen looked like she was chewing glass. “I just… remembered… that my grandma is an alien.”

“Hah!” Animo gave her a triumphant look. “And let me guess: her species have the ability to manipulate energy, correct?”

Gwen growled and crossed her arms with a mulish expression, “Whatever. Why are you so hyped about winning an argument with a ten-year-old anyway?”

“Oh, I’m sorry, I wasn’t aware that you wanted me to treat you according to your age,” Animo said innocently.

Gwen looked like a kettle boiling over, but unable to find a good retort to that, she could only stew in grumpy silence.

The silence didn’t last for long. In a few minutes, another argument on whether incantations were a necessary part of magic or merely placebos supplementing natural abilities as well as what exactly counted as ‘technology’ and whether enchanted objects could be considered as such began.

“Man, this is way more fun than movies,” Kevin snickered from where he shared the ratty couch with Ben, watching the nerdy bickering.

“And way nerdier,” Ben whispered back. “Think we should grab some popcorn?”

His friend grinned and stood up, tugging him off the couch, “Now we’re talking!”

“Be back in a minute!” Ben shouted and ran towards the edge of the building while behind him Gwen and Animo continued to hiss at each other like a pair of angry cats.

Useful as it was, the transformation charm still felt incredibly stifling and deactivating it was a relief. The floorboards strained and creaked beneath his feet as Kevin ran towards the edge of the building and dove into the murky water below.

He allowed the gravity to pull him down and simply enjoyed the feeling of water between his gills. Despite how muddy it seemed from the outside, the swamp was still pleasant to swim in, even if his wings and upper left arm didn’t exactly appreciate it.

When he resurfaced, Kevin winced at the sight of Ben still waiting above. He completely forgot that there was no normal way out of the flooded observatory.

“Sorry, I’ll get you down! Just gimme a second!”

Kevin flapped his waterlogged wings and winced again. Right. He had to get out of the swamp first, then turn intangible or he wouldn’t be able to fly.

“Nah, don’t bother,” Ben called and activated the Omnitrix.

He transformed into Ripjaws in a flash of green light and jumped down to join him.

“Huh. This water feels better than it looks,” Ben said contemplatively. Then he grinned and clapped Kevin’s shoulder, “Tag! You’re it!”

As Ripjaws Ben was a better swimmer but Kevin more than made up for it in sheer speed. They chased each other, scaring the frogs and making enough ruckus he was surprised that no one came to check it out.

“I feel sorry for the Gator-Fest guys!” Ben gasped when he finally crawled out of the swamp. “We probably scared off all the crocodiles.”

Kevin stepped onto the shore and shook himself off like a dog, “In that case, we should catch a couple of gators and make our own fest.”

Ben fell on the ground with arms spread and laughed into the sky as the Omnitrix changed him back to human form, “That’s the best and stupidest idea ever!”

“I know, right?” Kevin grinned and turned intangible to get rid of the rest of the water. “But speaking of stupid… Is it just me or did we get turned around?”

“Wha…?” Ben sat up and stared first at the glaringly obvious lack of the Rustbucket, then at the distant observatory that stood at a completely wrong angle to them. “…We totally did.”

Kevin offered him a hand, “Come on then, climb aboard.”

In a move that was already familiar to both of them, Ben climbed onto his friend’s back and settled between his wings. Kevin rose into the air and flew across the swamp towards the Rustbucket.

Neither of them noticed crimson eyes watching them from the forest.

On one hand, Animo brought up some good points regarding magic. On the other, his smug attitude was driving Gwen up the wall. And worst of all, she just didn’t have enough background knowledge to support her arguments. Seething inwardly, Gwen made a mental note to call Charmcaster at the earliest convenience and grill her on magic theory. She refused to let Animo have the last word!

…Actually, why not call her right now? She just had to get her magic mirror from the RV.

Gwen peeked out the window. She couldn’t hear the noise of the watery game of tag anymore but the boys hadn’t returned yet. She shuddered to think how much they were going to stink up the Rustbucket after swimming around in a swamp and immediately resolved to blast them both with a water spell the moment they came back.

Gwen leaned slightly outside and tried to judge the distance towards the Rustbucket and whether or not she would be able to cross it by herself. Perturbo was a spell that could create solid constructs, so if she used it to make something like a staircase or, better yet, a slide…

Her thoughts were interrupted by something bright flashing in the corner of her eye. A familiar high-pitched noise echoed across the swampland, filling her heart with dread.

Gwen dove away from the window and screamed, “Laser!”

The building shook, bricks and rotten wooden beams starting to fall. Gwen called up her magic but she didn’t have the time to form a spell. The floor beneath her feet fell apart and with a strangled scream Gwen plunged into the swamp water below.

Ben stood on the steps of the Rustbucket and watched in mute horror as a bright orange laser beam cut through the first floor of the observatory, slicing the old building in half. Its walls trembled and the observatory folded like a house of cards.

“No!”

Gwen was still in there! Grandpa, Doc, Clancy – all of them were still inside!

Ben tried to run towards them but Kevin shoved him back into the RV.

“Take the weapons!” he snapped and flew towards the wreck himself.

Knowing he was right but hating it all the same, Ben gritted his teeth and dove into their stash of stolen Plumber tech.

He grabbed a blaster and took a flat disk that contained a hazmat suit, hoping it would conceal his identity with its black visor until the Omnitrix recharged. Then he grabbed one of the sonic grenades and ran outside.

Gwen was lying on something soft and wet and moving but she was too busy coughing her lungs out to care. She was completely drenched in water and even more of it was clogging her airways and filling her nose with disgusting smell of the swamp.

“Come on, kiddo, breathe,” she heard her grandfather say and she felt his hand rub her back.

She coughed again and slumped weakly against whatever it was she was lying on. Her throat burned like she swallowed a truckload of gravel but she could finally breathe.

Gwen cracked an eye open and stared at the soft grey surface underneath her. It was moving rhythmically, expanding and deflating.

Breathing.

“Good Rous,” she mumbled, finally recognizing the mutant rat.

Feeling slightly more alive, Gwen raised her head and looked at her surroundings.

There was no floor left and the only solid ground was at the bottom of the swamp. The mutant rat was playing the role of a life raft: Gwen was sprawled across its back while Grandpa Max and Animo were holding onto its sides, up to their necks in water.

The fallen rubble had formed a small dome above their heads instead of burying them completely, no doubt thanks to Clancy and his bugs: Gwen could see the Stinkfly hybrids using their slime to glue together the broken chunks of wood and stone and keep them from falling down. Clancy himself had somehow managed to perch on a narrow wooden beam that was sticking out of the rubble.

To Gwen’s immense relief, no one seemed injured, but that didn’t change the fact that they were trapped underneath a collapsed building and whoever did this to them was still somewhere out there.

Thankfully, help arrived soon in the shape of Kevin phasing through the rubble.

“Gwen!” he yelled and dove towards her. “Are you alright?!”

Gwen tried to say ‘yes’ but couldn’t get a word out through another bout of coughing. Instead, she gave him a thumbs up and slumped down again.

“Is everyone okay?” she heard him ask next.

“For the most part,” Grandpa Max replied. “Where’s Ben?”

“Rustbucket.”

Was it because the Omnitrix was in recharge mode? That would mean Ben was alone and completely human while the unknown enemy was lurking around.

“Did you see who attacked us?” Grandpa Max asked.

“And can you get us out of here?” Animo added, gingerly brushing the edge of his helmet that by some miracle wasn’t damaged. “Because right now we’re sitting ducks.”

“I can’t turn others intangible,” Kevin replied. “And if I start digging, the rubble might shift and fall on us.”

Gwen gritted her teeth and forced herself to sit up and activate her disguise, “It won’t if we do it right. Clancy! Remember the mall?”

The whine of a charging laser was his only warning. Ben threw himself to the side before an explosion wrecked the ground he had been standing on.

Ben twisted around and blindly threw a sonic grenade at his enemy. He felt more than heard its activation: a concentrated blast of sound that a human ear could only barely detect. He quickly scrambled back to his feet and aimed his blaster but the sight before him made him pause briefly.

The enemy… didn’t look the way he expected. Ben thought it would be either a Plumber robot or one of SECT’s soldiers. Instead, a cyborg was standing in front of him.

He was mostly human-shaped but his skin was covered in bronze armor plates and he had metal talons instead of fingers. Four bulging crimson eyes distorted his otherwise bland features, and yet, his face looked somehow familiar.

But right now Ben didn’t have the time to dig through his memory. A crimson sphere set into the cyborg’s left shoulder extended on a metal stalk and began to glow. The charging whine left him with no doubt that this was the same laser that split an entire building in half.

Ben shot it with his blaster, throwing off the cyborg’s aim, and dove into the swamp, hoping that the murky water would hide him until he could transform again.

No such luck.

The water boiled in the laser beam that nearly cut off his arm. Then he felt metal talons dig into the back of his hazmat suit and yank him out of the swamp. Ben trashed in his enemy’s hands but the cyborg’s grip was unyielding.

“I have to admit, I never expected this,” the cyborg said in a hauntingly familiar voice. “The alien monster is nothing but a snotty little brat!” Then he smirked, “No matter. Even if I’m not the one to cut you apart, I am going to enjoy it nonetheless. You will regret the day you dared to stand against me, all for the sake of one irritating scientist.”

Ben felt his eyes widen in horrified disbelief as it finally clicked together, “No way… Thompson?!”

Somewhere in the back of her mind Gwen wanted to laugh hysterically. This was a second building she was holding up with her own magic and willpower. What the hell was even her life?!

However, the rest of her was too preoccupied with Perturbo constructs that along with Clancy’s bugs kept a veritable ton of rubble from crushing them all to death.

Fortunately, it didn’t take long to get out. This wasn’t a mall filled with dozens of people to be evacuated, so Kevin simply bashed through the blockage and carried them all to solid ground with a generous helping of super-speed. Gwen waited only long enough for the mutant rat to scurry out too and let go of the spell.

That was when she saw their enemy hovering in the air a few feet above the swamp. It was… a robot? An armored alien? In truth, she had no idea. What she did know, however, was that they were holding Ben captive and that wasn’t something Gwen could allow.

“Aquata Risa Spackwata!” she cried.

The swamp water followed her command, forming into tall sprouts that forced the enemy away from Ben.

Kevin bolted towards them. He grabbed Ben with one hand and shot the enemy with a volley of sharp crystals, knocking them into the swamp.

“It’s Thompson!” Ben yelled when Kevin dropped him on the shore. “He’s a cyborg! With lasers!”

The enemy (Thompson, apparently, of all people) burst out of the swamp. The spheres on his shoulders extended and started to glow orange. Charging the laser, judging by the sound.

Hell, no!

Gwen gathered all her remaining mana into a spell that she had used to destroy an army of robots before. “Mechanae Oblitera!”

A destructive wave of magenta lashed out at Thompson. He jerked oddly and fell back into the water.

Then he rose up once again.

“What?!” Gwen shrieked. Why hadn’t it worked?! Was it because this spell was meant solely for tech and not partially-organic beings?

A cloud of insects rushed at the cyborg under Clancy’s command but he merely lifted his hands. Fire erupted from his palms and torched the insects. Then he used the lasers on his shoulders to blast away Kevin, smashing him through several trees.

Then Thompson turned towards them and laughed, “Would you look at that! Dr. Animo! It has been quite a while.”

“Not long enough!” the scientist snapped. “What have you done to yourself?!”

The cyborg smirked and flexed his metal talons, “I’ve got friends in high places. And they will be so, so grateful when I bring them both you and that shapeshifting brat!”

“Now where did I hear that before?” Animo scoffed and gestured sharply.

A fire-wreathed crow dove from the sky, driving Thompson into the ground. It tore at his armor with its beak and talons, the wild flailing making the laser blasts he shot at it in retaliation go wild.

Gwen yelped and hit the ground when one of the stray blasts whistled right past her head. Clancy had jumped away with surprising agility, but Animo had to be dragged out of the way by Rous.

When Thompson managed to throw the bird away and blast it into the swamp, Kevin bashed into him and ripped off one of his lasers. The other weapon turned towards him and Kevin yelped and dove away, barely managing to deflect it with his crystal arm.

“That’s it!” Animo cried.

The Stinkfly-snake hybrid flew at Thompson and wrapped around him before a beam of red energy from Animo’s helmet changed it into a Diamondhead hybrid. Now covered in pale green crystals, the animal didn’t need to fear the laser. It attempted to crush Thompson between the coils of its body, then tried to bite him, but the cyborg merely wedged his metal talons between the animal’s jaws, easily keeping its sharp, venomous-looking fangs from closing around him.

He flew into the air and started to peel the snake off his body before a crystalline frog dove out of the swamp and lashed its long tongue around his ankle. Thompson snarled and thrashed, trying to get free. His remaining laser extended further, but instead of now-immune mutant animals, it aimed at them.

Then a powerful blast of energy destroyed his weapon. Along with his entire shoulder. His charred right arm fell into the swamp water below. Torn wires sparkled inside the bloodless wound.

It stunned the cyborg enough to allow the giant frog to throw him on the ground in a single move of its whip-like tongue.

Grandpa Max pointed the smoking barrel of his fusion cannon right in Thompson’s face. “I wouldn’t try to move if I were you. I won’t miss again.”

“What now?” Animo asked, looking warily at their defeated but still dangerous enemy wrapped in the coils of a crystalline snake.

“Now we ask a few questions,” Grandpa Max said. He hadn’t lowered his cannon.

Thompson laughed, neither the loss of his arm, nor the weapon pointed at him seemly fazing him, “Do you really think I’m going to tell you anything?”

“No. But I think Upgrade will have better luck.”

And that was his cue.

Ben deactivated his hazmat suit and stared at the Omnitrix. He really, really didn’t want to fuse with the crazy secret agent, but they needed to know what happened to him. Ben dialed Upgrade and hesitantly reached towards Thompson.

“Wait. Do you hear that?” Kevin asked suddenly.

“Hear what?” Gwen asked.

Kevin frowned, “It sounds like– like–” He gasped, “Helicopters!”

“Upgrade, hurry!” Grandpa Max urged.

Ben shuddered in revulsion and dove inside Thompson.

He felt resistance, far stronger than he expected. Regular mechanisms that he had possessed before had no mind to struggle against, while Kraab, the only cyborg Ben had ever fused with, had been a willing partner.

But Thompson was fighting against him. And not just Thompson: there was something within his cybernetics that made them nigh-impossible to control.

It felt familiar.

Diseased yellow light and sweetly poisonous voice…

Ben gasped and partially separated from Thompson, “The drones! Her drones! He’s like them! I can’t– can’t–”

“Then leave it!” Gwen snapped. “The helicopters are getting closer! We need to get outta here, now!”

But they couldn’t just let Thompson go so he could attack them again, could they?

“Can you at least undo his transformation?” Grandpa Max asked.

Ben wordlessly shook his head. Considering the defenses this technology had, trying to remove it was just as likely to kill Thompson as to turn him human again.

However, Ben could at least try to weaken him. Upgrade instinctively knew how to fix and improve mechanisms. It should know how to damage them.

They left the unconscious and thoroughly damaged Thompson behind along with several mutant animals, which would hopefully distract whoever was in those helicopters and buy them some time. Everyone piled into the Rustbucket, using the rocket boosters and Ben’s remaining time as Upgrade to put a little more distance between themselves and the approaching enemy.

Once they were far enough, Gwen hissed in rage, “Can somebody please tell me what the hell just happened?! That was Thompson? The one from Washington?!”

“The very same, though I have no idea what happened to him,” Animo replied. His hands were shaking slightly as he scratched Rous – a normal rat once again – behind the ear. “What kind of allies has he found that have technology like this?”

“His cybernetics… They felt like Plumber drones,” Ben said slowly.

“Kinda looked like them too,” Kevin agreed. “Don’t know what’s the deal with that, but we have only one Earth-side enemy that can afford helicopters.”

“SECT,” Gwen concluded grimly.

“Still doesn’t answer the question of how the hell they found us. Even Driscoll didn’t know where we were going!”

Ben raised his left arm, “The drones could track the Omnitrix, remember?” He swallowed thickly, “I don’t think I should transform anymore.”

“Thank you for bringing Ares back!” the specialist smiled. “It’s too bad that he couldn’t capture the aliens: I’d love to study them and their tech! But I was pretty sure he would fail. After all, he was just a prototype.”

Steel barely hid his revulsion. Project Quicksilver, cybernetic augmentation, had been in the works for quite a while. However, he expected for its subjects to be animals, not humans! And for someone to willingly agree to this? Sacrifice their humanity?! That man really was insane.

“He was outnumbered and outmatched,” Steel said, struggling to keep his expression neutral. “I’m surprised he was still in one piece when we retrieved him. Not to mention, stumbling across Dr. Animo and his monsters was quite a surprise.”

The specialist hummed in agreement. “I’d love to get my hands on that device Animo made. But those notes you found in his hidey-hole are pretty good too!”

Steel raised an eyebrow, “Will you be able to replicate his technology? Or at least repair that broken prototype we salvaged?”

The specialist scratched the back of his head, “I dunno… Animo did a good job destroying it. There wasn’t much left of that mutant ray.” He snickered, “Love the name, by the way. I’ll take a look at the notes, but first I gotta fix Ares. He has so much useful info!”

“What exactly did you manage to find?”

“Oh, it’s really, really good! Just look at this!”

The specialist activated one of his computers with a wave of his hand. His eyes glowed bright blue and a blurry video appeared on the screen.

It showed the creature that had attacked Steel and his team during their confrontation on the bridge. The creature was accompanied by another, aquatic-looking one. Then in a flash of red light the second creature disappeared.

And was replaced by a human child.

Steel jerked in surprise and sharply leaned forward. The video was grainy and the child had their back to the camera, leaving him unable to see their face, but the implications were staggering. “So that’s why we had so much trouble locating those aliens… They can masquerade as humans.”

The specialist nodded, “Uh-huh. The files in those robots you brought me from Rushmore were corrupted and really well-encrypted, but I managed to get some information out of them.” He tapped the image of the unknown child, “Dunno about the other, but this one isn’t a real shapeshifter. It’s a device, you see? And the robots had the scanners to track it. I repaired them and installed one into Ares.”

“And you have more?”

“Yep! As many scanners as you want! It’s too bad that they only work when that device is active.”

Steel slowly smirked, “Doesn’t matter. Sooner or later, it will be activated. Thank you, Specialist Daniels. This is exactly the edge we needed to win.”

The specialist smiled, “Glad to help! And you don’t have to be so formal: we’re all friends here, right? Call me Cooper.”

Chapter Text

Ben gave the abandoned building on the edge of the forest an assessing look and nervously rubbed the side of his watch, “Are you sure this is a good idea?”

Since their confrontation with Thompson and parting ways with Animo and Clancy, he hadn’t transformed even once.

“If SECT can really trace the Omnitrix, we need to know for certain,” Grandpa Max pointed out. He raised a tiny camera, “I have just enough of these to monitor this entire location.”

“And what if SECT finds the cameras?” Gwen asked. “Can they trace the signal back to us?”

Grandpa Max shook his head, “The moment we get confirmation, I will destroy them remotely. Besides, we’ll be constantly on the move.”

Ben sighed and dialed Stinkfly, “Alright. Where do you want me to put these things?”

With Gwen and Kevin’s help, he managed to hide the cameras long before his transformation ran out.

Ben nervously tapped the ground with his spindly legs and rotated his eyestalks, “Can we leave now?”

Gwen rolled her eyes, “Stop freaking out, doofus, it’s only been a few minutes. SECT isn’t gonna get here this fast.”

“Actually, we need to stay here until you transform back,” Grandpa Max reminded. “The signal is still traceable.”

“…Right, I knew that,” Ben said awkwardly. How could he forget that the Omnitrix was constantly emitting some kind of energy – the energy that could be detected and tracked down – all the time it was active and not just during the transformation itself? Ben was the one who told his grandfather about it in the first place! “Just gotta wait until I time out.”

“Well, since we still have a couple of minutes, do you want to train for a bit?” Kevin asked.

Ben nodded. This would at least distract him from his paranoia. “Yeah, okay. Gwen?”

“Sure. But I swear, if I end up covered in your stinky slime, you won’t have to worry about SECT or Plumbers – I’m gonna murder you myself!”

“If you get slimed, it just means you’re no good at fighting!” Ben taunted, trying to fall back into the familiar rhythm of banter.

Gwen narrowed her eyes, “Now you’re just asking for it, doofus. Saphirius Expectorium!”

A magic whirlwind spun into existence around her and promptly knocked him away.

“Ow! Gwen!” Ben whined.

“What?” she asked innocently. “Do you think the bad guys are gonna be polite and wait while you yawn and scratch your butt?”

Kevin shrugged, “She got you there.” He blurred into motion and grabbed Ben’s tail, “And now I got you.”

“Oh, come on! Two on one?” Ben complained.

His wings buzzed to life and lifted them both into the air. He jerked, trying to shake Kevin off, and barely avoided another whirlwind. Then something sticky wrapped around his wings, rendering him unable to fly. Ground rushed towards him and stopped – Kevin could fly too.

Ben turned his eyestalks around and glared at the slime ensnaring his wings. Still holding him by the tail in one hand, Kevin grinned at him while Gwen laughed from below.

“Serves you right, doofus! Turnabout is fair play!”

Dangling helplessly upside down, Ben could only grumble, “I hate both of you.”

“Giving up already?” Kevin asked and dove down, now attacking Gwen.

She rolled away and hit the ground with both hands, “Vitalis Eruptum!”

The stalks of grass writhed and grew to the size of a small tree. They attempted to wrap around Kevin but he quickly reduced them to ashes with a stream of flames.

It still gave Gwen enough time to jump back to her feet and prepare another spell, “Tempestus–”

Before she could finish the incantation, a beam of red light washed over them, bringing with it the familiar dizzying sensation of teleportation.

“Ben? Kevin?” Gwen called out in the sudden darkness. “Guys, where are you?”

No answer came and she snarled in rage. She had no idea where she had been teleported to and why, but whoever did this to her was going to get a kick in the crotch and Tempestus Incendia to the face!

The lights turned on, revealing a huge empty room not at all like the sunlit forest she had been in just a few seconds ago. Gwen could hear a crowd cheering somewhere above but she didn’t have the time to look around before a massive robot rolled up to her. It raised the blades it had instead of hands and walked towards her with heavy, threatening steps.

Gwen clasped her hands together, weaving a new spell between them, “Stay back, tin can, if you know what’s good for you!”

The robot didn’t react to her words. Or maybe it did: trying to slice her into pieces with giant blades was still a reaction, right?

Gwen dodged the attack and grinned savagely, “Don’t say I didn’t warn you! Mechanae Oblitera!”

The spell enveloped the robot in a wave of magenta and stopped it in its tracks. With a quiet mechanical whine, the robot powered down and fell on its back.

It didn’t move again.

The crowd cheered as Gwen caught her breath and checked her mana levels. She looked up, trying to see who was so happy at her misery, but the walls blocked everything from sight.

Then two of them slid down, revealing familiar figures behind.

“Kevin! Ben!” she called and ran towards them. “You’re alright!”

“No thanks to those robots,” Ben grumbled, transforming back to human shape in a flash of red. “What’s with this freaky place?”

“No idea,” Kevin replied and flapped his wings a few times. “There’s a forcefield here instead of a ceiling, so I couldn’t even see who those cheering jerks are.”

“But who could do this to us?” Ben wondered.

His only answer was another beam of red light swallowing them whole.

The teleportation beam had knocked them down when it dumped them all into a different room. Ben quickly jumped back to his feet, right hand posed reflexively over his currently useless watch, and looked warily at the three new robots that had been waiting there for them.

Dark crimson, with massive axes in their hands, the robots resembled stereotypical samurai more than anything but with rolling spheres instead of legs.

Gwen flexed her fingers, “Hah. More trash to get rid of. Mechanae–”

One of the robots hit her in the shoulder with the butt of its axe and she screamed in pain.

“Gwen!”

With an angry snarl, Kevin leapt at the robot and tore its head off but one of the others managed to hit him, leaving a small triangular device attached to his skin. Some kind of energy lashed out of the device, bringing Kevin to his knees.

Then it was Ben’s turn to scream in pain as the third robot quickly caught him.

Thankfully, the torture didn’t last long, but it still left them lying helplessly on the floor, gasping for breath.

“Incendia to the face is too good for whoever is doing this to us,” Gwen rasped. “I’m gonna skin them alive, see if I don’t!”

“I’m with you,” Ben groaned. “What the hell?”

“I think ‘where the hell’ is more important,” Kevin said and pointed up. “Look!”

Ben gasped in horror at the sight of distant stars floating past the narrow windows, “We’re in space?!”

“Plumbers…” Gwen hissed.

Ben dug his fingers into the sides of the Omnitrix, feeling cold dread settle in his stomach. This was worse than SECT. This was so much worse…

“We gotta find a way off this ship,” Kevin said resolutely. He stood up and glared at the torture device glued to his skin, “And get those damn things off too.”

Another surge of energy lashed at him and he fell down again, writhing in pain.

“They’re watching us,” Ben whispered in sickening realization.

How the hell were they supposed to escape now?

Kevin rubbed his aching shoulder above the metal device. Whatever kind of energy the damn thing was using, it wasn’t one he could easily absorb, especially not with his weakened powers. Nor could he phase it away since it somehow followed him into intangibility. And when he hit it with electricity, it zapped him back even stronger.

“What now?” he asked and winced at how rough his voice sounded, even with the usual distortion.

Gwen convulsively flexed her fingers, no doubt wishing to fry the damn torture devices, but unable to get a full spell out. “Now we wait.”

Meaning, wait for an opportunity to escape.

Ben raised his wrist and rubbed the edge of the Omnitrix, “What about this? You know, I don’t think it was a coincidence.”

That was a good point. Whoever captured them had to know about the Omnitrix. Why else would they do this? And yet, they hadn’t attempted to remove it.

“Just wait and see,” Gwen muttered before another beam of red light teleported them away.

Kevin was starting to hate teleportation. He shook off the dizzying feeling and looked around the new room the three of them had been dumped into. To his surprise, there were other people there already: all of them aliens of different species, all with the same controlling devices attached to them.

“Welcome to your new home,” one of the aliens said. With green skin and bulbous eyes, he looked like a slug or a snail.

“Like hell it is!” Gwen snapped. “I’m gonna get out of here and strangle whoever did this to us!”

She choked and doubled over in pain as the device shocked her again.

“Good luck with that,” the alien sneered. “You think you’re the first one to try?”

Gwen ground her teeth in rage, her eyes flaring angry magenta, “Fine then, smart guy. Tell us what you know.”

“As long as it doesn’t get us hurt. Again,” Ben added.

Gwen scowled at him, no doubt willing to pay the price if it got them out of this hell-hole faster.

Kevin clasped her shoulder, “Gwen, don’t. We need to save our strength.”

However, before they could start asking questions, a lamp was lowered from the ceiling. It flashed once and made a buzzing noise.

“Meal time!” a blue-scaled reptilian alien called.

A narrow row of tables and seats unfolded from a nearby wall. Disgusting purple slop dripped from the ceiling and gathered into trays. Apparently, it was normal for this place because all the aliens sat down and began eating the gross sludge.

Kevin gave it a skeptical look. Appetizing this sludge wasn’t.

“…Seriously?” Ben winced. “This looks worse than grandpa’s dung beetle soup.”

“Maybe it tastes better than it looks?” Gwen suggested in a fairly disbelieving tone.

Ben grimaced, “Thanks, but no thanks.”

“You should eat,” one of the aliens said. “There’s no other food around here.”

“Or you can starve to death,” another one added. “Your choice.”

“This is just getting better and better,” Kevin grumbled and herded his friends towards the table. He sat between them, keeping his upper arms wrapped protectively around their shoulders, and poked the sludge with a tip of one claw.

It was slimy and it jiggled.

Kevin pinched off the tiniest piece of the so-called ‘food’ and sniffed it, “Doesn’t smell like anything.” Then he carefully licked it, “Doesn’t taste like anything.”

“Is it even safe for us to eat?” Ben wondered.

“Huh. Good point,” Kevin muttered. The last thing they needed was food poisoning. “How long can humans survive without food again?”

“Long enough. Water is a bigger problem,” Gwen replied. “I really need to learn a spell to check for poisons,” she added under her breath.

“If you stop being so squeamish, there’s enough water in this stuff,” the snail alien said, pointing at the purple sludge.

Kevin pushed the tray away, “Still not risking it.” Then he turned to the alien, “So how about that information?”

“Stubborn, aren’t you?” the alien scoffed. “Very well. Maybe then you’ll drop this stupid idea of escape.”

Kevin exchanged angry looks with his friends. Oh, like hell they would!

“So, first question,” Ben started. “Who kidnapped us and why?”

He had assumed at first that whoever it was wanted the Omnitrix but with so many other people trapped here, he was starting to doubt that.

“His name is Technorg,” the snail alien who had introduced himself as Taarteocis replied. “He used to be a gladiator, and an awfully brutal one. Now, I know that in this sport injuries are unavoidable but Technorg’s opponents were lucky if they kept all their limbs intact. And then he killed the old champion. Sure, it was ruled out to be an accident but only an idiot would buy that excuse.”

“That’s why he ended up blacklisted,” another alien added. “No organizer wanted to deal with him. Then… I don’t know, really. I guess he snapped completely.  He disappeared for a while. Then when everyone started to forget him, that bloodthirsty freak–”

The alien gasped in pain as he was zapped with a blast of energy, reminding them all that they were under constant surveillance.

“He reappeared,” Taarteocis continued. “Got this ship somewhere, the robots… Now he moves from planet to planet, kidnaps people and forces them into fights to the death. Sometimes, if Technorg gets interested in someone, he’ll enter the arena himself. Nobody has survived a battle with him before.”

“And everyone just… lets him?” Ben asked incredulously.

Taarteocis shrugged, “The galaxy is a big place. It’s easy to get lost. And he usually sticks to backwater planets that can’t fight back.”

“What about the people here? Has no one ever tried to escape? Or call for help?” Gwen asked.

“Tried? Plenty. Succeeded? None.”

“But what about that crowd? Are they just gonna keep watching while people get killed?!” Kevin added.

“What crowd?”

Kevin blinked in confusion. “…The crowd in the arena? You know, the one that was constantly cheering while we were fighting for our lives?”

Taarteocis chuckled, “Oh, you mean the recordings that Technorg keeps playing? There’s no one here on this ship except us. And him.”

So, to recap: they were trapped on a spaceship at the mercy of a murderous psychopath who could torture them whenever he wanted. The only food available had a high chance of being poisonous, their every move was monitored, and they were going to be forced into endless deadly battles.

Ben dug his nails into his scar, racking his brain for a possible escape route. If only there was a way to get rid of those damn control devices…

Maybe if he turned into Upgrade? Then again, Galvanic Mechamorphs and their abilities were familiar enough in the galaxy that Plumber drones had defenses against them. And Upgrade was vulnerable to electricity, so using it was probably a bad idea.

Ben shelved that thought for later. He should probably try to explore other options first.

“Hey, Kevin,” Ben said slowly, tapping his shoulder right above the device. “Think you can do something?”

Kevin’s metal hair writhed slightly. “Maybe, but it’s gotta hurt. You do remember the radio, right?”

Which he took to mean that while Kevin could theoretically destroy those devices, it might injure them in the process.

“Still useful,” Ben decided. And less dangerous than turning into Upgrade would be. If they couldn’t figure out something better, they might as well risk it. He turned to his cousin, “And what do you say?”

Gwen flexed her fingers, small sparks of magenta dancing between them, “I say that words don’t really matter: it all comes down to energy.”

Using what little he knew about magic, Ben translated it to mean that as long as she had enough mana, Gwen might be able to cast her technology-destroying spell without saying the incantation.

He frowned slightly. While that did seem like the best option, Gwen had already used several spells in quick succession. How much energy did she really have left?

The anger sat inside her chest like a shard of molten glass. It dulled her pain and drowned out her fear and Gwen refused to let it go. Not until they were all free and safely away from this horrid place.

She tried to gauge her remaining mana against the spell she would need to pull off. If she succeeded, they would be free… Except who was to say this Technorg wouldn’t immediately use teleportation to recapture them?

As if called up by her thoughts, the teleportation beam washed over them once again.

Gwen quickly dropped into a crouch, trying to make herself a smaller target. She was back in the arena again, there was a robot facing off against her, and her mana reserves weren’t getting any bigger.

Dammit.

Well, maybe this time Technorg would let her finish the incantation?

“Mechanae–”

Gwen choked on her own scream when another surge of pain lanced through her body. That would be a ‘no’ then.

She barely managed to dodge the robot’s sharp blades and wove a different spell, “Tempestus Impaetus!”

A bolt of lightning erupted from her hands, taking most of her remaining mana with it. It fried the robot but Gwen herself felt exhausted.

She clenched her hands into fists and ground her teeth. She should’ve tried a wordless Oblitera earlier – now there was no way in hell she’d be able to pull it off without an incantation. She needed to rest and replenish her batteries because the remaining drops of mana within her wouldn’t be enough.

At least the Omnitrix had enough time to recharge before he was thrown into another fight, Ben thought grimly. As Diamondhead he had easily sliced the attacking robot into pieces but the quick win brought no satisfaction.

He had no idea how many of these robots Technorg had in store and easily defeated or not, they only had to win once.

The walls of his enclosure lowered, revealing his friend and cousin. Kevin looked none the worse for wear: the robot was in pieces around him and he was slowly crushing its head between his powerful jaws. Gwen, however, was pale and visibly exhausted.

Ben ran towards his cousin and clasped her clammy hand, “You okay?”

“Alive,” she replied curtly. “It all depends on when’s the next fight.”

Kevin cursed under his breath, “Do you have anything left?”

Gwen crossed her arms and stubbornly lifted her chin, “I was worse when we were driving to Rushmore.”

Which probably meant that while she still had some mana left, she was scraping the bottom of the barrel.

Ben exchanged worried looks with Kevin. They had to escape before she was thrown into a fight with no magic to protect herself.

The red light of teleportation was an expected one but the place they had been transported into was new. Kevin growled warily and hunched protectively over Gwen.

She clasped his talons and looked tensely around, “What now?”

Ben shaped his crystals into blades, ready for another fight, “No idea, but I definitely don’t like it.”

“Such protectiveness,” a deep voice rumbled. “Such care. It is truly fascinating.”

One of the red, faintly glowing walls of the room slid open to reveal a tall, orange-skinned figure flanked by two robots. The huge, bulky humanoid had plenty of cybernetics installed into his body: both legs, left arm, even parts of his chest and stomach.

Kevin narrowed his eyes. So this was the mysterious Technorg? The description they got from the other prisoners didn’t do him justice.

“What do you know about caring, you creepy psycho?!” Gwen yelled.

Her voice rose into a high-pitched scream of pain as the device on her shoulder was activated. Kevin wrapped his arms around her, trying in vain to absorb that strange energy, but it was futile.

All they could do was wait it out.

“You concern for each other is admirable,” Technorg said in a voice so calm, he might’ve been talking about the weather. “I am sure you will not mind expressing it again.”

The robots moved closer and snapped metal shackles around their ankles, tying the three of them together with glowing threads of energy. Kevin grabbed one of the threads and tried to absorb its energy but it resisted his powers, just like the torture devices did.

“If one of you dies, the shackles will ensure that the other two do as well,” Technorg continued. “Now go: your next opponent awaits.”

The beam of red swallowed them once again. When they appeared in the arena again, it was no longer separated into segments and there was not one but three robots waiting for them.

“Great. One for each of us,” Gwen muttered.

“Save your strength,” Kevin warned and helped her climb on his back.

“You too,” Ben said and leapt into battle.

With the shackles limiting their movements, this fight was nowhere near as easy as the previous one, but between the two of them they managed to destroy the robots quickly enough, mere seconds before the Omnitrix timed out.

“And not a moment too soon,” Ben smiled and patted the side of the alien watch. “Thanks, Omnitrix.”

The light of teleportation flashed again, except this time they weren’t the ones transported.

“Oh, you gotta be kidding me…” Gwen whispered.

Kevin stared at the four more robots that surrounded them and felt a shiver of fear creep down his spine. Somehow he doubted that defeating them would be the end of this fight.

“Remember what Taarteocis said? I’m pretty sure Technorg found us interesting,” Gwen hissed quietly as Kevin fought for their lives. With her mana reserves almost non-existent and the Omnitrix still in recharge mode, all they could do was hold onto their friend and stay out of the way.

“Isn’t that a bad thing?” Ben asked. “It means we’ll have to fight him.”

Gwen grinned and pointed at the control device on her shoulder, “Did you see how he did this?”

Ben frowned slightly before gasping in realization. He didn’t see Technorg press any buttons or even move to activate the device. He had to be controlling it through his cybernetics. And it seemed like the same was true for teleportation.

“I see that he needs an upgrade,” Ben smirked. If his train of thought was right, then possessing Technorg would be their ticket to freedom. (As long as he didn’t have defenses against it.)

Gwen tugged on Kevin’s circuitry-streaked hair, “But first, we gotta break a few things.”

Surrounded by the never-ending swarm of robots, Kevin could devote only the barest minimum of attention to whatever Ben and Gwen were plotting on his back. They had to repeat their plan for his sake in that roundabout, deliberately obtuse way that would hopefully leave Technorg none the wiser.

He had to admit, it was a fairly solid plan, even if it meant that even after the Omnitrix recharged, Ben still couldn’t help him fight. They had no idea when Technorg was going to join the battle but when it happened, Ben needed to be Upgrade.

He hoped it would be soon: he didn’t know how much longer he would be able to continue fighting without a second of rest.

Kevin could feel himself slowing down and his back hunching lower and lower in exhaustion. His flames were flickering out, his crystals couldn’t regrow fast enough, and he was starting to make mistakes: he tripped over the robot carcasses more times than he could count and nearly went intangible twice, completely forgetting that he couldn’t spread this ability to others.

With exhaustion clouding his mind, it took Kevin several seconds to realize that the robotic enemies weren’t endless. He frantically looked around the suddenly empty arena, a fresh spike of adrenaline giving him much needed clarity. Was this it?

He could feel Ben and Gwen starting to shift on his back, poised to strike like two serpents. If they calculated it right…

A flash of red light removed the broken metal carcasses from the arena before another flash teleported in Technorg and two of his robotic minions.

It was now or never.

Kevin lengthened the metal tendrils of his hair and stabbed them into the control devices. He had no finesse in using Upgrade’s power but he didn’t need it. He just had to break the damn things.

The explosion singed her shirt and burned her skin, but Gwen didn’t care about pain or the blood starting to drip down her shoulder.

At last, she was free.

Technorg’s robots moved towards them but Gwen refused to let those things enslave them again. Her anger gave her strength and she gathered every drop of mana that still remained in her body and forced it into a spell, “Mechanae Oblitera!”

The wave of magic snapped open their shackles, stopped the robots in their tracks, and made Technorg himself stagger slightly.

This was their chance.

Ben activated the Omnitrix, “Now!”

Kevin didn’t need to be told twice. The green flash of transformation hadn’t even faded yet before he grabbed the shapeless metal form of Upgrade and hurled him at their captor.

Kevin’s aim was true and Ben quickly wrapped himself around Technorg. The cyborg roared in rage and tried to peel him off, but Kevin bolted towards them and clawed at Technorg’s flesh arm, allowing Ben to burrow deeper into his cybernetics.

The strength of his resistance was staggering, far worse than Thompson’s had been. Technorg was fighting back with such force that for a moment Ben feared he would lose. But if he did, they would be trapped here for the rest of their very short lives and Ben couldn’t allow that. With grim determination, he slithered deeper into Technorg’s main processor.

The resistance grew even stronger but Ben refused to lose when they had almost won. Then Technorg faltered for a brief moment and Ben seized his chance. He flooded every circuit, every shred of programming that made up his cybernetic components and finally took full control.

The source of Technorg’s momentary weakness became immediately apparent: there was blood dripping sluggishly from a wound on the side of his head. Ben was a little disturbed to realize how undisturbed this sight made him, but this guy did kidnap, torture, and murder a lot of people, so he deserved everything he got.

“Ben, you okay?” his cousin asked. “Did it work?”

“It did and you were right,” Ben quickly replied. “He can control some of the ship’s systems through his cybernetics. And now I can do it too!”

“Then hurry up and get us out of here before you time out!” Gwen snapped.

She was right: his transformation wouldn’t last forever. Ben quickly ordered every single robot to self-destruct, opened the cell doors that kept their fellow prisoners trapped, and deactivated the control devices on them.

Then he activated the teleporter and transported them to the bridge.

“I need to know where exactly we are,” Ben explained. “Teleporters are short-range and so are the escape pods.”

Kevin gulped nervously, “And if we’re too far away?”

“Then I’ll just turn this ship around and fly us back to Earth. Now hold this guy for a moment: I need to possess the main console.”

Ben ripped through Technorg’s inner circuitry, destroying his control over the ship and rendering his cybernetic limbs inoperational. Then he separated from his body and flung himself at the main console.

Kevin slammed Technorg into the floor face down and twisted his only organic limb behind his back, pressing him down with all his significant weight. No one wanted to take any chances with this guy.

“Just teleport him into a cell and be done with it,” Gwen grumbled.

“Huh. Good idea,” Ben muttered and did exactly that.

With their enemy secured, Kevin sighed in relief and sprawled on the floor, “Thanks. I don’t think I have the energy to guard him.”

Gwen slumped down at his side and poked her bloodied shoulder with a wince, “You can say that again. Now, Ben, how do we get back home?”

“Gimme a second…” Ben dug deeper into the system and froze at the sight of the flight log. “Uh, guys? It says here that we’ve made a hyperjump.”

“Is that supposed to mean anything to us?” Kevin asked in confusion.

Ben slithered off the console and transformed back to human form. He winced at the fresh wave of pain from his injured shoulder and started to explain what he had glimpsed from the computer, “Hyperjumps are a way of really fast space travel. Which means that this ship is already halfway across the galaxy from Earth.”

Gwen frowned, “But we can just jump back, right?”

Ben gulped nervously, “No. No, we can’t. Before Technorg kidnapped us, this ship’s been damaged. The fuel storage is leaking: there was barely enough energy for that hyperjump. We’re almost out now.”

“Then how do we get more?!” Gwen snarled. “I refuse to believe that Technorg was going to just strand himself in space!”

Ben giggled, the sound more than a little hysterical even to his own ears, “Oh, it’s easy. Real, real easy. There are fuel stations all around here. But quick question: can you guess where here is? And who’s in charge of this part of the galaxy?”

Gwen paled several shades, “No…”

“Yes. Plumbers.”

Chapter Text

Max stared numbly at the empty space where the kids used to be just a second ago. The sheer abruptness of it had rendered his mind completely blank.

He just… couldn’t understand what happened.

He recognized the teleportation beam, of course he did, but who could have used it? From what he had seen of SECT, they didn’t have the required technology.

Was it Vilgax? Just a couple of weeks ago, Max would’ve gladly blamed his former friend for everything bad in the world, but he knew better now. Even if he did return to Earth, Vilgax wouldn’t have grabbed the kids like this with no warning.

And that left… the Plumbers.

Max felt nauseous. Even before Phil laid out before him all the depths of depravity his former employers had sank to, there were some agents amongst their ranks he never would have trusted with the well-being of the children. (He wondered bitterly why he never realized how much of a red flag that was.)

With tremendous effort, Max shook himself off. He had no right to sit here and wallow in misery, not when the kids could be in danger. True, they could take care of themselves (often better than him) but that didn’t mean he couldn’t do anything to help them.

Max quickly put on his uniform (old as it was, it still had some decent enough defenses), attached a few sonic grenades to his toolbelt, slung a pulse rifle over his shoulder, and took out one of the blasters.

Then he activated a scanner that he had taken from Fort Knox and tried to trace the teleportation signal. It didn’t do him much good: the device had shown the end location as being high above the planet. It had to be a spaceship.

Max hit the wall of the Rustbucket in helpless rage. The kids were in space while he was stuck down here with no way off the planet!

He racked his brain, trying to remember if there was any usable spacecraft on this rock. It was the basic policy that decommissioned Plumber bases on underdeveloped planets weren’t allowed to have any flight-capable ships and while Max had some contacts in NASA, humanity was still too far away from casual space travel.

That left the Forever Knights.

Max took out his cell phone and opened the list of contacts. However, instead of dialing Rick, he decided to call Phil first. He listened to the dial tone and impatiently tapped his foot. Finally, the call connected.

“Max?” he heard his old partner’s voice.

“Phil, I need a spaceship,” Max said without preamble. “Or a teleporter. Something!”

“I’m retired, Max. I don’t have either of those on hand,” Phil replied. “If you gave me a couple of days to contact the other Reds…”

“I need it now, Phil!”

“Max, what the hell is going on?”

“…Hopefully nothing. I’ll call you back later.”

Max disconnected the call before Phil could ask any more questions. He slowly exhaled, trying in vain to calm down. Hoping that his panic was all for nothing and that the kids would be able to escape on their own, he dialed Rick.

Unfortunately, Forever Knights were a bust too. From what the former liaison had told him, while they did have access to various alien tech, they had no flight-capable ships or teleporters. And neither did Area 51.

Dammit, he had to think! There had to be someone who could help!

The casing of his phone creaked slightly and Max quickly loosened his grip. No matter how frustrated he was, breaking it wouldn’t bring the kids back.

Max sharply jerked open the locker where they kept their most-often used possessions. He quickly riffled through it and grabbed Gwen’s magic mirror. Hex and Charmcaster came from another dimension. Surely they had to know some kind of a teleportation spell?

But no matter what he did, the mirror refused to activate. Was it because it was encoded to Gwen? Or because Max had no spark of magic within him? He didn’t know.

He didn’t know what he was supposed to do next either.

Should he head over to Las Vegas and ask the mages for help in person? But how long would it take for him to drive there all the way from Texas? He wasn’t even sure if they would be able to help him at all.

Should he head over to Cape Canaveral and hope there would conveniently be a shuttle being launched that he would be able to sneak on? …Right. What were the chances of that ever happening?

Max placed the mirror back on its shelf and stared blankly at the assortment of other personal possessions. Gwen’s spellbook and laptop, Ben’s game console, Kevin’s comic books… The objects were just lying there while their owners were somewhere in space, most likely in danger.

And he had no idea how he could help.

Should he stay here and wait, just in case the kids managed to get back on their own? No, that wasn’t an option. They had baited SECT into coming here and he doubted it would be all that long before they arrived. Max had to leave and quickly.

At least, if the kids returned by themselves, finding each other would be as easy as making a phone call.

Max sighed heavily and started to close the locker before a small object in the corner of the shelf caught his attention. He froze and stared at the glossy black surface of a device he recognized as an interstellar beacon.

The one Vilgax gave Ben.

Max hesitantly brushed the coin-shaped beacon with his fingertips. Should he use it? Or would it only make things worse?

He remembered the kids telling him that Vilgax took the tracker from the Omnitrix and was now playing bait for the galaxy at large, all to keep the Plumbers away from Ben.

Except… Unless this entire situation was a much bigger coincidence than Max was ready to believe in, he could see no other reason for the kids being kidnapped other than somebody managing to trace the Omnitrix signal.

Which meant that the ruse had already been broken.

The bigger question was, would Vilgax even believe him? Or would he just think that Max was trying to lure him into a trap? Vilgax didn’t trust him and for a damn good reason too.

Max closed his eyes, feeling a painful bite of regret. Once again the results of his own actions came to haunt him. Would he never be free from the mistakes of his past?

Then he steeled himself and activated the beacon. He would cross that bridge when he got to it. For now, he had to get as far away from this place as possible.

“Sir. We are receiving a signal from Earth,” Kraab reported.

“A signal?” Vilgax repeated. Then he hissed in realization, “The beacon.”

The one he gave Ben before they left that planet.

“Yes, sir.”

Vilgax convulsively dug his claws into the sides of his chair. From the moment they left Earth, he had been plagued with doubts. Did he really make the right decision? Was it right to leave the Omnitrix and the child wearing it completely unguarded? And in Maxwell’s company to boot?

He did trust Ben to be careful and not to misuse the Omnitrix. Kraab’s assessment as well as his own showed quite clearly that despite his youth, a better host for that weapon would’ve been hard to find. And Earth was well away from the Plumbers’ sphere of influence: with the false trail Psyphon had laid out, Plumbers shouldn’t have had any reason to return there.

But Maxwell…

His hated former friend hadn’t known the true extent of the crimes his fellow Plumbers had committed but was willful blindness truly any better than real malice? And while Maxwell did seem to care about the children (certainly more than he did about their friendship), Vilgax had no idea how long that would last.

And now he couldn’t help but wonder if the threat that was dire enough for Ben to activate the beacon was Maxwell himself.

Vilgax forced himself to loosen the deathly grip of his claws. Idle speculation would get him nowhere. Whatever the threat was, he would deal with it.

“Kraab. Set the course towards Earth.”

The beacon was small, only an inch or so across, but to Max it felt heavier than a millstone. He brushed one of the compartments on his toolbelt where he kept it stored and wished that Vilgax would hurry up already. No matter how much he dreaded this confrontation, it needed to happen.

Max kept one eye on the road, but most of his attention was rooted to the video feed from the hidden cameras. So far, he saw neither any sign of the kids coming back nor the SECT agents arriving.

It was probably still too early for the latter (he had no idea how widespread their network was, but he highly doubted that SECT had the resources to cover every square mile of this country) but the former worried him more and more.

Ben had been nearing the end of his transformation when he had been kidnapped: before the Omnitrix recharged, he would be stuck as an ordinary human child. Gwen had already used several spells in a row and her mana reserves were far from limitless. And while, admittedly, Kevin was a powerhouse with a fairly versatile skillset, Max still didn’t like the idea of him being their only line of defense. The kids didn’t even have their weapons!

He desperately hoped they were alright.

A flicker of movement in the corner of his eye made Max slow down slightly and pay closer attention to the video feeds. He slowed down even more when he recognized the armored military vehicles that SECT favored.

He drove off the narrow forest road and stopped, willing to sacrifice a minute or two just to confirm whether it was really them. He watched the video intently while on the screen armed agents surrounded the ruined building. The very moment the hidden cameras got a clear view of the only unmasked man among them, Max cut the feed and detonated the devices. He got all the confirmation he needed: this really was SECT, which meant that they could definitely track the Omnitrix signal.

Ben wasn’t going to be happy about this when he came back.

Max sighed heavily and started the engine. Soon SECT would confirm that the building was empty and, most likely, start combing through the surrounding area. After all, that was what Max himself would’ve done, and sold out or not, the former Area 51 strike team was nothing if not professional.

He had to put more distance between them.

The Rustbucket only just started to pick up speed when it shook with a loud bang and swerved wildly. Max cursed and hit the brakes, keeping a tight grip on the wheel. A broken tire? Now?!

He snarled in rage and stopped on the side of the road. Then he exited the RV, leaving his rifle behind, and slammed the door behind him shut with more force than was truly needed. Hoping that the damage was minor enough to repair quickly, Max walked around the Rustbucket and looked at the back tires.

The sight made him freeze. The rubber wasn’t just torn, it was melted. And Max had seen enough warfare in his life to recognize the effects of a laser gun.

Tense and ready for anything, Max took out his blaster and set its energy output on high: enough to severely injure or even kill anyone with human-level durability.

A quiet sound on the edge of his hearing was enough of a warning for him to dive away from the path of another laser beam. The angle showed that his attacker was standing fairly high above the ground. A flyer?

Max didn’t waste time trying to stand up. Instead he twisted around and shot at his enemy.

The attacker gracefully dodged the blast and tore the weapon from his hands in a purple glow of telekinesis, while Max could do nothing but stare at her in shock.

No… It couldn’t be! She was supposed to be dead!

“Max, dear, is this really a way to greet an old friend?” Xylene smiled coldly and aimed her laser at him.

Max couldn’t understand. The last time he saw her, Xylene was falling into an artificial black hole of her own making, which was then sent to the Null Void. How could she be here?!

“Surprised to see me, love?” Xylene asked sweetly. She kept her laser gun trained on him, so Max had to remain still on the ground. “Oh, I was just as surprised. What can I say? I was lucky: your Void projector destabilized my collapsar before its gravity could crush me. Two negatives became a positive.”

“But how did you get out of the Null Void?” Max asked, only partially out of a desire to fish for information.

He was at a terrible disadvantage: a telekinetic as powerful as Xylene could crush him with a wave of her hand. He had to keep her talking, distract her enough to get an opening, because taking her by surprise was his only chance to win.

He gave Xylene an assessing look, trying to find something, anything he might be able to exploit. She was missing her right tentacle and her tail was a stump, which meant that her balance would be off. Perhaps that was why she was still levitating instead of standing on her own two feet?

However, despite the injury Max had inflicted on her the last time, she seemed to be breathing normally. He supposed that with some medical assistance there was enough time for her ribs to heal. Which meant, she had been out of the Void for long enough to get that assistance.

Xylene noticed his attention and scowled, “Admiring your handiwork, Max? I have to say, I didn’t expect for you to become a traitor so easily.” She sneered and gestured at the red cross Gwen had painted on his uniform, “But now you’re not even hiding it! How could you do this, Max?! You were one of the best agents we had! And now you are spitting on everything the Plumbers stand for!”

“And what would that be?” Max snapped back. “Taking over planets? Killing innocent people? Murdering children?!” He gasped at the sudden realization, “It was you… You arranged this! You kidnapped them!”

Xylene chuckled, anger replaced by dark amusement, “That I did. The drones have failed, that bounty hunter got himself captured, even the Tick was useless. So instead I reached out to an ally of mine. At this very moment, the Omnitrix is well on its way to the High Command. Well, unless Technorg decides to play with those children of yours for a bit. He does seem to enjoy arranging death battles a little too much but what can I say?” She shrugged elegantly, “We all have our vices.”

“You murderous bitch!” Max snarled. “Bring them back!”

Xylene narrowed her eyes and lifted him into the air with a single gesture. Then she slammed him into the side of the Rustbucket and dropped him back on the ground.

“Watch your tongue, Max,” Xylene warned him mildly. “Or I might just rip it out.”

Max coughed, struggling to catch his breath and cursing his temper. He had to stay calm and bide his time until he got a chance to turn the tide. It wasn’t going to be easy: Xylene knew her own weaknesses and knew how to cover for them. But Max didn’t have a choice. Not when the stakes were this high. And if he couldn’t find an opportunity to fight back, he was going to create one himself.

He slumped down, keeping his breathing slightly ragged. “You know, you still haven’t answered my question. How did you escape from the Void?”

Xylene chuckled, “Are you intending to pull off the same trick? I wouldn’t hold my breath in your place. It was nothing but pure luck that the destruction of your projector had created a portal back. And who knows? Perhaps the High Command will not even bother sending you to the Void and instead just execute you on the spot.”

Max jerked in shock that was only partially feigned, “You want to bring me to the High Command?!”

That meant she wanted him alive. That meant she had a spaceship.

“But of course! I cannot exactly return empty-handed, can I? But bringing back both the Omnitrix and the traitor that kept it out of my hands?” Xylene shivered in delight, her eyes closing briefly, “Magistrata will welcome me with open arms!”

This was his chance!

Max grabbed a sonic grenade from his toolbelt and activated it. Xylene immediately wrenched it from his hand with telekinesis but she couldn’t throw it away quickly enough. The concussive blast of sound it released knocked both of them back.

Fighting through a wave of dizziness, Max reached for his toolbelt again and chucked another grenade at her. This time, the sonic attack hit only Xylene and she collapsed on the ground, dazed. Max threw a third grenade and dove inside the Rustbucket.

He had to get away while Xylene was still incapacitated.

“Trouble, trouble, you are nothing but trouble, Max,” Xylene chided as she snapped the handcuffs around his wrists. “You won’t be needing this anymore,” she continued and carelessly threw his blaster inside the Rustbucket. “Or this,” she added, throwing his toolbelt in too.

There was nothing he could do to stop her: her telekinetic grip kept him completely immobilized.

“Now, what should I do with this old hunk of junk?” she mused with a contemplative look at the RV.

“Oh, I don’t know… Leave it right here for anyone to find?” Max scoffed.

“And by ‘anyone’ you mean your allies?” Xylene asked. “Are you, perhaps, hoping for a rescue?” Then she sneered, “It’s a pity that I don’t have the time to hunt them all down. But who knows? Perhaps the next time I come to this wretched planet it will be to eradicate the last of those traitors.”

“Destroy it then,” Max shrugged. “That’s what you Plumbers do with anything you don’t like, isn’t it?” He showed a barest hint of a smirk, “After all, what’s the worst that can happen?”

Xylene narrowed her eyes in suspicion. Then an expression of realization crossed her face, “Good try, Max, but I know full well what happens when Null Void projectors explode. I’m not taking any chances.”

She waved her hand and the engine rumbled to life. Another gesture got the RV moving. Then she drove it deeper into the forest, flying after it herself but forcing Max to walk.

Xylene drove the Rustbucket only far enough to find a hollow in the ground. She deepened it in an admittedly impressive show of telekinesis and pushed the RV in. Then she threw what Max recognized as a scrambler designed to block most types of scanners and communication signals inside and buried the vehicle under a thick layer of dirt.

“There. Now your traitor friends will not be able to find it until it no longer matters,” Xylene sneered. “By that point, you will be long gone.”

Max looked appropriately chagrinned even if inside he was smirking. He wasn’t expecting rescue from Earth anyway and now SECT wouldn’t be able to get their hands on the Rustbucket while he wasn’t around.

Xylene tried to make him walk again, but Max was too slow for her liking. She got impatient quickly and levitated him instead. Max memorized the route they took, just in case: not a hard thing to do when they were flying above the trees in a nearly straight line.

He kept trying to engage her in conversation and fish for more information but Xylene kept ignoring him. He thought at first she was wary of another attack, even though Max was handcuffed and weaponless (not to mention, her telekinetic powers were the only thing preventing him from plummeting from a deadly height) but soon he realized this wasn’t the case.

Xylene was tired.

Oh, she hid it well but Max could see the signs: she was tense, her skin was slightly paler than normal, and her eyes weren’t glowing as brightly as before. He knew this was either the result of the sonic blasts or the sign of Xylene overstretching her telekinetic powers. Perhaps both at once.

Which meant that despite his initial impression, her health still wasn’t back to hundred percent.

Max filed the thought away for later and refocused on his current surroundings. Xylene took him to the mountains and now she was weaving between their sharp peaks.

It didn’t take long to see what she was looking for: she had a spaceship hidden in there. It was a fairly small craft with grey hull and angled wings. Not exactly a Plumber model but that made sense: Xylene did say she hadn’t contacted them after her escape from the Null Void. (That was good: it meant she hadn’t told anyone other than her mysterious ally about the Omnitrix. With any luck, this situation would be resolved without the High Command finding out.)

Xylene dove down and clicked something on her belt. The spaceship reacted by opening its doors and lowering down a ramp. She didn’t bother to use it, nor did she try to force Max to walk again. Instead, she flew them both inside and cuffed him to the railing in the tiny cargo bay.

“It’s a pity I don’t have a proper cell for you, Max,” Xylene said. “But you should remember that it’s in your own best interests to behave. If you do, I might even allow you to see those children you care so much about one last time. But if you don’t, if you attempt to escape or attack me in any way, I will cut my losses and simply throw you into space.”

Her threats made, she left him there and headed towards the front of the ship where the pilot’s cabin was. Soon Max could feel the engines engage and the gravity increase slightly as the ship took off.

He leaned against the cold metal wall and closed his eyes in an attempt to get some rest. He had no doubt Xylene would want to take the Omnitrix herself rather than trust this Technorg to deliver it to the High Command, especially if he was as unreliable as she seemed to think.

Which meant that she was heading right towards the place where the children had been taken to. All Max needed to do now was wait.

Hidden inside his boot, the interstellar beacon continued sending its signal.

Chapter Text

Ben was trying not to panic but it wasn’t an easy thing to do when they were stranded on a spaceship in the enemy territory without enough fuel to get back home.

“What are the chances the Plumbers already know we are here?” Gwen asked. Her voice cracked the slightest bit.

Ben couldn’t suppress a shiver. He clasped the edge of the Omnitrix, trying to stop his hands from shaking. “Pretty high.”

“Don’t panic!” Kevin barked and climbed back to his feet, though it looked like even that simple move took a lot of effort. “If Technorg told them about us, they already know and we can’t do anything about it. If they can detect the Omnitrix, they already know and we can’t do anything about it.”

Gwen nodded rapidly, “Right, right… Doesn’t matter if you transform or not. Won’t change anything. And we’re gonna need Upgrade: he’s the only one who can control this ship.”

“…Maybe not,” Kevin said slowly. “We’re not alone here, you know.”

“That’s it!” Gwen gasped. “We gotta ask the other guys: maybe they can do something! Ben, teleport us–” she paused and scowled, realizing that he was currently human and thus couldn’t control the teleporters, “–in ten minutes.”

“We don’t need to teleport,” Ben replied. “I opened all the doors.”

Kevin crouched down and gestured for them to climb on his back, “Come on then. Unless you want to stay here and try to decipher this console?”

Gwen glared at him and quickly scaled onto his shoulder, “We’re not splitting up! Especially not right after you fought off three billion robots!”

“We’re stronger together,” Ben agreed, following after her. “Also, I can’t even read this console. I don’t wanna press the wrong button and explode us.”

Unfortunately, the aliens were far from helpful.

“Ungrateful jerks!” Gwen screeched when most of them simply ran away using the escape pods.

Taarteocis and another alien that looked like a helmeted lizard with blue-green scales were the only ones who remained.

“Gwen, you can’t blame them for wanting to escape this hell-hole,” Kevin tried to reason. “They’ve been here for way longer than us.”

“I can and I will!” she snapped back. Then her expression softened, “But thanks for staying, you two.”

The lizard alien shrugged, “You helped us. Now we help you. My name is Glem-Cagon, by the way.”

Taarteocis crossed his arms, “Speak for yourself. I just don’t want to be stuck in a tiny escape pod if I can have an actual ship instead, that’s all.”

The Omnitrix had already recharged but Ben still didn’t feel comfortable transforming in this Plumber-infested part of the galaxy. Instead, he let Glem-Cagon and Taarteocis take lead as they examined the controls on the bridge.

“Can you fly this ship?” Kevin asked. He was leaning against a nearby wall, looking dead on his feet.

Gwen wasn’t looking much better. In truth, neither was Ben himself.

“It’s a standard setup,” Glem-Cagon replied. “So yes. At least, as long as we have the energy.”

“There’s not enough to activate the hyperdrive, but we can still use the regular engines,” Taarteocis added.

“So, what do you think we should do?” Ben asked. “Can we at least get away from the Plumber space?”

Glem-Cagon tapped a few buttons and frowned at the console, “Maybe. If we manage to reroute all energy to the engines, we might be able to reach the edge of the neutral zone.”

“Can you, uh, tell us where we are?” Gwen asked hesitantly.

The alien tapped another button and a blue holographic image of a 3D star map appeared above the console. A section of it was highlighted red and a white dot was glowing within it.

Gwen pointed at the dot, “I’m guessing, that’s us?”

Glem-Cagon nodded, “And the red is the Plumber-controlled sector of space. As you can see, we’re fairly close to the edge, so we should be able to cross the distance without refueling.”

“But won’t the Plumbers notice us flying around in their backyard?” Ben wondered.

Taarteocis shook his head, “They don’t have the numbers to patrol this entire sector. Unless we get really unlucky, as long as we stay away from the main trade routes and star systems, we should be fine. Once we reach the neutral zone, we can try to either find more fuel or flag a passing ship, though good luck finding one this close to those Plumber parasites.”

“Sounds okay. By the way, where’s Earth on this map?” Kevin asked.

“Earth?” Glem-Cagon repeated.

“The– um– the place we made a hyperjump from,” Ben tried to explain.

The alien tapped something and the map zoomed out. Then it zoomed out again. And again.

When it stopped and a new dot signifying Earth had appeared, Ben could barely see the distance between their position and the neutral zone.

Ben exchanged horrified looks with his friend and cousin. There really was nothing like astronomic distances to highlight how completely and utterly screwed they were.

Gwen watched the two aliens operate the controls of the ship and tried not to wince at the throbbing pain in her right shoulder. Now that the adrenaline had faded and they had nothing better to do than wait and hope for the best, they could treat the injuries left after Kevin destroyed the control devices.

Although, perhaps, ‘treat’ was a too strong word. Gwen had no mana left and she was lousy with healing spells anyway. They didn’t have any medicine on them either: the alien ship might’ve had something of the sort but none of them had any idea what exactly would work on humans and human-adjacent hybrids. Which left them with no other options other than using their own clothing for bandages.

Ben had sacrificed his shirt for the cause and Kevin used his sharp claws to tear it into strips and wrap around their injuries. It was painful and uncomfortable but at least it stopped the bleeding.

Now they just had to wait.

“Why, of all ships in the galaxy, do we have to be stuck on the one with a damaged fuel storage?” Kevin grumbled under his breath. He was sprawled on the floor, looking barely awake.

“It’s probably just our rotten luck,” Gwen replied, feeling just as exhausted. She was lying between his wings, one hand tangled in his metal mane.

“It totally is,” Ben groaned from where he had wedged himself between Kevin’s upper and lower left arms. “Maybe there’s a way we can find some fuel?”

Apparently, Glem-Cagon had heard him. “Not unless you have a valid Plumber ID,” the alien said. “Which I highly doubt you do, otherwise you wouldn’t be asking this. With the way things are, the neutral zone is our best bet.”

“Do you know if we have enough energy to reach it?” Gwen asked.

“We should,” Taarteocis said. “With every system that isn’t propulsion and life-support shut down, we have just enough to get us out of this sector. The course is laid out, so let’s just hope nothing happens that will force us to expend more.”

And once again they could do nothing but wait.

Ben really hoped that the surly alien hadn’t jinxed them. While Gwen had told him before that curses and jinxes were just common names for spells and enchantments with negative effects on whoever they targeted, plain old bad luck was still a thing and Murphy was always listening.

He sighed and pressed his cheek to the warm magma-like surface of Kevin’s upper left arm. With the way things were going, he might as well already start planning for the worst case scenario.

Upgrade could improve technology. If they couldn’t reach the neutral zone, would he be able to boost the teleporters enough to get off this ship? Probably, but any improvements he made would work only as long as he was part of that tech. Meaning, even if he managed to get the others out, he would have to stay behind.

Ben winced internally, imagining his friends’ reaction to the idea. He’d rather not risk their wrath unless there was literally no other choice.

Stowing that thought away, Ben examined another idea. Could he boost the hyperdrive instead? Make it more energy-efficient? Again: probably, but according to what he had managed to glimpse from the computer, a hyperjump would take way longer than the ten minutes of transformation he had available. And something was telling him that separating from the hyperdrive mid-jump was a very bad idea.

Ben stared at the Omnitrix. Was there a way to make his transformations last longer? He could think of one, actually. When the Omnitrix was broken, he had been forced to stay as an alien until the damage was repaired. Turning into Upgrade and damaging the Omnitrix could probably lock him in that form for long enough to get home.

It would also hurt like hell and knock him out for several hours.

Ben swallowed thickly and clasped his wrist. If he had no other options, he would do it. He just really hoped that he wouldn’t have to.

“Sir! The beacon has moved!”

The voice of his second in command immediately pulled Vilgax out of his thoughts. Considering how far from Earth they still were and how imprecise the locator was at this distance, for them to detect its movement, the beacon must have left the star system entirely.

And there was only one foe he could think of that could take Ben from his homeworld and was dire enough to warrant the use of the beacon.

Plumbers.

Did that mean their false trail was no longer effective? Or was it Maxwell at fault?

“Show me its position,” Vilgax ordered.

Kraab immediately activated the holographic map, where both the old and the new positions of the beacon had been marked, as well as their own.

Vilgax narrowed his eyes. Yes, the vector did seem to point towards the Plumber-controlled sector but the distance was… off. It was too big for regular flight but much too small for a hyperjump unless this was the final destination. But as far as he was aware, that particular point of space was completely empty and contained nothing of note.

Another possibility was that the ship in question had a particularly weak hyperdrive but Plumber ships were usually much better equipped. Most likely, Ben had refused to come quietly and the hyperdrive had been damaged in the skirmish.

Vilgax mulled this over for a few seconds before dismissing the oddity. Whatever the reason for the slowness of that ship was, it only worked in their favor.

“Kraab. Extrapolate the course and move to intercept.”

After the first rather short and rough hyperjump, Max wondered if he had simply forgotten how this type of space travel was supposed to feel. Now he knew for certain that he hadn’t. After several more jumps he could tell that this ship simply wasn’t up to snuff.

Which did make sense considering what Xylene had told him: if fearing retribution for her failure to obtain the Omnitrix she hadn’t yet contacted the Plumbers, she didn’t have access to any of her usual resources. Most likely, she had to rely on personal contacts and favors, which considering her usual ‘burn and salt the earth’ approach, she probably didn’t have a lot of.

Well, more luck for him, then. Even if the current situation was nowhere near good, at least he wouldn’t have to face an entire armada.

Vilgax drummed his claws over his knee while his eyes remained fixed on the star map. The beacon kept moving in small increments that couldn’t be anything but hyperjumps. The vector remained the same, leading closer and closer to the sector under Plumber control.

Unfortunately, Chimerian Hammer wasn’t fast enough to intercept the enemy ship unless they knew its destination and jumped directly towards it. However, not only was the Plumber sector fairly big, an unauthorized hyperjump would be immediately detected and every nearby patrol ship would zero in on their position.

So unless they could either broadcast a proper ID or grab Ben and jump out before the enemy closed in, a blind hyperjump into that wretched sector would create more problems than it would solve.

For now, they could only tail the ship and hope its hyperdrive broke completely before it reached the Plumber sector.

Gwen had the brilliant idea to interrogate Technorg for that Plumber-friendly ID Glem-Cagon had been talking about, but it didn’t pan out. Technorg had just laughed at them and since the ID was stored in his organic brain, not his cybernetic databanks, Upgrade couldn’t get anything out of him.

The only good thing that came out of it was the fact that they could fix the mistake no one realized they had made: with the majority of the ship’s systems powered down, Technorg’s cell was wide open. Thankfully, Ben had broken his cybernetic parts rather thoroughly, so he couldn’t actually escape, but it was still unnerving.

They had briefly thought about asking their new alien friends to restore the power in the cell block before deciding not to bother. Instead, Kevin pushed the door closed through sheer brute strength and Ben welded it shut as Heatblast.

With their murderous kidnapper well and truly trapped, they could breathe a little easier, even if it didn’t solve any of their problems. But since Ben was finally starting to use the Omnitrix again, Gwen asked him to turn into Grey Matter. Who knew? Maybe the super-smart alien could think up some better way to get out of this mess.

Enraged shrieks and muffled curses broke through quiet. Max immediately tensed up: being in the vicinity of an angry Xylene was never good for anyone’s continued health. Even in his Plumber days he wouldn’t have wanted to get on her bad side, and now he definitely didn’t, not unless he had a decently-ranged weapon to point at her.

However, Xylene wasn’t in the cargo bay right now, so the source of her ire probably wasn’t him. It seemed that she was simply venting.

Max strained his ears, trying to decipher her words. The ship was tiny enough that he didn’t have much problem with it.

From what he could tell, they had arrived at the rendezvous point, except her ally, the one who had kidnapped the kids, wasn’t there. Xylene was blaming him for double-crossing her and stealing the Omnitrix, but Max had a sneaking suspicion that whatever happened aboard that ship, the kids were involved.

With some of her rage spent, Xylene’s voice was growing quieter. Max could barely hear what she was saying, but from the few words he had managed to catch, she seemed to have started following the ship.

Which meant that she was either locked onto the Omnitrix signal or following the trail of the ship’s engine exhaust. Both could only mean that they were getting close.

Very, very close.

The time to act was approaching.

The beacon had crossed the border of the Plumber sector and stopped close to the edge. Broken hyperdrive? Fuel station? Rendezvous point? Vilgax didn’t know the reason, but this was their chance to catch up and he wasn’t going to miss it.

Their own hyperdrive began the last jump that would, hopefully, bring Chimerian Hammer to their destination.

Ben had no idea that waiting for something to happen could be so stressful. It wasn’t just the lack of action that was getting to him, it was both the uncertainty of the situation and his own inability to fix it. He couldn’t improve the hyperdrive or the escape pods without doing anything drastic, nor could he solve their energy problem. He could only wait and hope their bad luck improved soon.

He silently watched the star map where the white dot that was their ship was slowly creeping closer to the neutral zone. They weren’t even half the way through and the longer they stayed in this sector, the higher the chance of a Plumber patrol stumbling upon them was.

Somehow, Ben didn’t think their luck would hold for that long and he was proven right when an alarm blared over their heads.

“Proximity alert!” Taarteocis yelled. “Ship approaching!”

Gwen jerked up with a strangled noise, “Plumbers?!”

“Can’t tell: the sensors are offline,” Glem-Cagon tensely replied.

“Forget the sensors! Get the shields back on!” Taarteocis barked.

“I’m trying!”

Ben refused to wait however long the two aliens needed to get their ship battle-ready when he had a simpler solution. He transformed into Upgrade and melded with the controls, ignoring the startled curses from the surprised aliens who hadn’t yet seen the Omnitrix in action.

Once inside the console, Ben immediately realized that there wasn’t much he could do. He could multitask better than Glem-Cagon and Taarteocis could, but he was still only fused with the controls, not the rest of the ship’s systems. Bringing the shields back online wasn’t a task that could be accomplished in a couple of seconds.

And the enemy ship was already firing on them.

Gwen let out a startled yelp when a distant explosion rocked their ship. Then she shrieked in earnest when the gravity suddenly disappeared. She flailed helplessly in the air until Kevin grabbed her and wrapped his tail around some piece of the railing, keeping both of them from floating away.

“Sorry! I needed more energy!” Ben shouted when another explosion slammed them into a wall.

“Just get the damn shields ready!” she screeched back.

A series of small, rapid-fire explosions that followed rattled her teeth and made her stomach lurch. Gwen was almost grateful that she had nothing to eat for a while now.

Then the explosions stopped and Ben announced, “The shields are up!”

Gwen knew better than to consider this the end to the threat, especially with their ship’s energy reserves as low as they were. “How much time do we have until they break through?”

“Enough to get the weapons online and shoot them down.”

But even if they dealt with the enemy, it would still leave them without enough energy to escape the Plumber sector.

“Wait, don’t!” Kevin shouted suddenly. “This ship has no fuel? Let’s take theirs!”

Gwen laughed. “Ship or fuel?”

“Either will work!” Ben cheered. “I’ll get the teleporters ready and–”

“You can’t teleport through shields!” Taarteocis yelled from where he was floating near the ceiling. “On either side!”

“Watch me!” Ben snapped. He partially peeled himself off the console, wrapped his stretchy limbs around the two aliens, and dragged them closer, “Take the controls!”

Then he vanished in a beam of red light.

“He’s gonna boost the teleporters,” Gwen explained quickly.

“I sure damn hope so or we’re space dust!” Taarteocis hissed as he tried to hold onto the console with one hand and type with the other. “Scanning… Two life signs!”

Glem-Cagon tapped several keys, “Locked on. Teleporting… Done!”

“Where are they?” Kevin asked.

“Cell block 3.”

Gwen scowled, “Which still has no power! Get us there, now!”

The alien didn’t argue. He hit the controls and the red light of teleportation washed over them.

Max knew to expect the unexpected whenever the kids were involved but the sudden teleportation and the startling lack of gravity were still surprising. However, Xylene was even more surprised than he was, which gave Max the opportunity he needed to close in.

He grabbed her foot with his still-cuffed hands and slammed her head into the ceiling which sent them both spinning. Xylene let out a startled cry. Drops of her blood left a blue trail in the air.

Max kept a tight grip on her foot even when their uncontrollable spin slammed them both into a metal bulkhead. Then he sharply brought his knee up and dislocated her ankle with a harsh blow.

Xylene howled in pain and hit him in the chin with her other foot. The strength of the hit made him loosen his grip and Xylene broke free. She used her momentum to put more distance between them and reset her ankle with a strangled cry of pain.

When she looked up, Max could see nothing but a promise of a slow and painful death in her eyes.

When Glem-Cagon teleported them, Gwen thought she had been ready for anything. She had been wrong. Never in a million years did she expect to see Grandpa Max and Xylene. Grandpa Max, who was supposed to be on Earth, and Xylene, who was supposed to be dead.

How the fuck was she still alive?!

Gwen could barely breathe through her rage. She thought that her batteries were empty but apparently, she had been wrong about that too. It felt like her rage had cracked open a well of power hidden deep within her. There was energy, so much energy, she was choking on it.

Her entire body ached and burned as if something was trying to rip her skin open from the inside. She could barely see through the sheen of magenta-bright rage. The energy burned like acid in her hands and it poured out to engulf Xylene in a wave of destruction.

Then a telekinetic push sent her hurtling into the wall and Gwen slipped into darkness.

Gwen didn’t have enough magic left to significantly hurt Xylene, but it was enough of a distraction for Kevin to fly closer and knock her out.

After making sure that Gwen was alright (aside from the injured shoulder and the strange bruising on her hands, she seemed fine: it seemed like it was magic exhaustion rather than Xylene’s attack that caused her lack of consciousness) and calming down Kevin who seemed to be on the verge of a panic attack, Max had to decide what to do with Xylene.

He had seriously contemplated just killing her but the mere presence of the kids had stopped him. He had been trying to be a better person, hadn’t he? He couldn’t just murder her in cold blood.

Finally deciding to deal with her later, he threw Xylene into one of the cells conveniently located nearby. Kevin had pulled the door shut and Ben, who had apparently heard the ruckus and came to investigate, transformed into Heatblast and welded it closed, which was about as secure a prison as they could make on a short notice.

Bruised, bleeding, and beyond exhausted, they all came to the bridge. There were two aliens waiting there (it seemed like the kids found friends and enemies equally easily) and after brief introductions, they could discuss the current situation.

But first…

Max stretched his still-bound hands in front of himself, “Can somebody please get these things off of me?”

Considering the horrid day Kevin was having, seeing Xylene still alive, Max suddenly being there instead of light-years away, then having Gwen collapse unconscious was seriously fraying his nerves.

He grabbed the railing on the bridge with one hand and cradled Gwen closer. His sight was starting to blur slightly from sheer exhaustion, adding a sheen of unreality to his surroundings.

If this was a nightmare, he would really like to wake up.

Max’s request brought his scattered thoughts back together. As Kevin carefully positioned his teeth around the handcuffs and chomped down on the tough but brittle metal, he had to dismiss any fickle thoughts about this being a dream.

This entire day was simply too messed up for his subconscious to create.

Ben was still reeling from the fact that Xylene was still alive and his grandfather was right here, but that didn’t stop him from quickly bringing Grandpa Max up to speed on the current situation.

And the current situation was beyond lousy. Their ship was almost completely out of energy, Xylene’s was hardly better, they were still stuck in the Plumber sector of space, and he was fairly sure their battle had attracted all the wrong kinds of attention.

He was about to ask Grandpa Max for his side of the story and try to formulate some sort of a plan, when the proximity alarm blared over his head loudly enough to wake up Gwen.

“It’s a Plumber patrol ship!” Grandpa Max yelled after a single look at the console. “All energy to shields!”

“What energy?!” Taarteocis cried. “We’re running on fumes!”

A barrage of explosions made their already damaged ship shudder. The alarms wailed again.

Then the lights cut off, leaving only the barely-there emergency lighting.

“…That was our life-support,” Glem-Cagon whispered in quiet horror.

“We won’t have enough time to suffocate,” Taarteocis replied grimly when another attack rocked their ship.

And then it stopped, just as abruptly as it began.

“The enemy ship…” Glem-Cagon said slowly as if he couldn’t quite believe what the sensors were showing him. “It appears to be under attack! Wait. It’s retreating!” Then he gave a startled jerk and added, “There is another ship! And it’s hailing us!”

Grandpa Max chuckled, “Ah, took him long enough. Put him through.”

Ben could only stutter in shock, “What– Who–”

“Who do you think?” his grandfather smirked and reached into his boot, pulling out a familiar round device.

The interstellar beacon.

Then a familiar raspy voice filled the air, “Unidentified ship. This is Vilgax of Murray, captain of Chimerian Hammer. Lower your shields and prepare to be boarded.”

Ben couldn’t help but laugh in sheer relief. At last, they were safe.

Apparently, as one of the first people to publicly stand against the Plumbers as well as the one to kick their sorry butts on multiple occasions, Vilgax was a bit of a galactic celebrity. Ben watched incredulously as Glem-Cagon and Taarteocis went into full fanboy mode, stopping just short of asking for an autograph.

“Wow. Why didn’t you tell us you were super-famous, dude?” Ben asked once they were all safely aboard the Chimerian Hammer.

The look Vilgax gave him was beyond exasperated.

Ben raised his hands, “Okay, okay, I get it: you don’t like the fame. No need to glare at me. But seriously, thanks for coming to bail us out. I was afraid we’d be stuck in space for the rest of our lives.”

“That is why I gave you the beacon in the first place,” Vilgax replied. “Though I admit, I didn’t expect Maxwell to be the one to use it.”

Ben winced and looked away uncomfortably, “Yeah, I didn’t expect this either. Listen, I– I know you have issues with grandpa. We kinda do too but he is really trying to change and he fought Xylene twice and he helps us a lot and the Plumbers are his enemy now too and–” Ben gasped loudly when he ran out of breath and finished in a rush, “–so can you maybe try to give him a chance?”

Vilgax looked at him, his expression unreadable behind the breathing mask. Ben squirmed awkwardly under the scrutiny until finally Vilgax said, “Psyphon wished to speak with you.”

Ben sighed and nodded, his shoulders slumping a little. That would be a ‘no’ then.              

Well, he supposed it really was too much to ask Vilgax to make nice with the person who had betrayed him as deeply as Max did.

After a quick visit to the medbay to treat their injuries (to their delight, Eellias had actually allowed them to keep some of that alien medicine), they were sent to the science labs.

Psyphon seemed to be just as fascinated by Kevin’s mutated form as Animo was. And just like the Earth scientist, he couldn’t offer any solutions.

Kevin privately wondered if there was one in the first place. It was hard not to get discouraged, but he tried not to show his disappointment for the sake of his friends. They already had a lot to deal with, they didn’t need him bringing the mood down.

There was, however, something that Psyphon could help with.

Ben was almost bouncing from excitement when the alien scientist put a small chip somewhere inside the Omnitrix that would completely block its signal from being detected and located. And while that wouldn’t solve the overall problem of Plumbers and SECT, it was certainly going to make all of their lives much, much easier.

Max silently watched the distant stars. Even now he could tell by their position in which part of the galaxy he was. He supposed, some things could never be truly forgotten.

He felt the metal floor tremble under the heavy but still familiar footsteps.

“We will arrive to Earth soon,” Vilgax said.

“I can still read the stars. Just one more jump, right?” Max asked without turning around. “Is your scientist done with the Omnitrix?”

“Yes. Psyphon assures me that with his scrambler in place, it will no longer give off a detectable signal.”

“That’s good. Thank you,” Max turned to look at his former friend. “Ben is just a child, he doesn’t deserve to have his life on the line like this, but I’m glad that at least he has your help.”

Vilgax was silent for a long time before he finally said, “You have changed, Maxwell. I never thought you would.”

Max smiled bitterly, “I wish I did so earlier. I wish I wasn’t so damn blind. I’m so sorry…”

“You cannot change the past,” Vilgax said with a strange tone of finality. “All you can do is move on.”

“Have you?” Max couldn’t help but ask.

Vilgax didn’t reply. He turned away and headed towards the bridge. Then he paused and said, “For what it’s worth, I no longer consider you my enemy, Maxwell.”

Max quietly watched him leave then turned back to the silent stars. Not an enemy, huh? He supposed that after what he did, this was as good as he was ever going to get. Some things really couldn’t be fixed.

But at the same time, it was much better than anything he could’ve ever hoped for. (Certainly much better than what he deserved.)

Chapter Text

The Rustbucket was still dirty, as no one had the time to properly clean it up. They had dug it up after returning to Earth, but their main concern was getting as far away from SECT as possible. As luck would have it, they seemed to have managed to avoid the patrols and now everyone could relax a little.

From where he was sprawled on the couch, Ben watched his cousin pace down the length of the RV with a cell phone in hand and a scowl firmly in place. He quickly corrected himself: almost everyone. Gwen hated lying to her parents. (Ben didn’t have to worry about the same. It made him feel… Relieved? Jealous? Angry? He wasn’t sure. He didn’t like dwelling on it.)

Finally, Gwen pocketed her phone and stomped towards the back of the RV that they had started to consider ‘their’ place.

“Rough call?” Kevin asked without looking up from his comic book.

Gwen hissed irritably, “My mom wanted to know why I wasn’t answering her calls.”

Ben snorted, “Did you tell her the truth?”

“But of course! I told her that I was too busy being hunted, kidnapped, tortured, and nearly killed more times than I can count by aliens and secret agents. She took it really well!” Gwen scoffed, “I said that I fell into a puddle and now my phone is malfunctioning.”

It wasn’t even entirely a lie, as long as one ignored the fact that the ‘puddle’ was actually a swamp and Gwen’s fall was accompanied by several tons of rubble landing right on top of her.

“But gotta say, this call wasn’t completely useless,” Gwen continued. “Because with all the stuff going on, there’s something I completely forgot about before mom reminded me. Grandpa’s sixtieth birthday is tomorrow!”

Ben abruptly sat up, “Oh, crap! I totally forgot! We gotta think of something, quick!”

Waking up early from excitement instead of nightmares was a new experience, but Gwen quite liked it. The sky was already brightening but the sun hadn’t yet peeked over the horizon. Gwen spent a few minutes simply enjoying the quiet before she shook herself off. Today was a big day. Despite all the issues they had with Grandpa Max, he was trying to be better, so they all wanted to show their gratitude. (What was it called? Positive reinforcement?)

Gwen took out the list of things to do that she had brainstormed with the boys the day before. She quickly read through it just to make sure they didn’t forget anything.

With the signal scrambler in place, Ben could use the Omnitrix freely, thus he was assigned the food run. At first Gwen thought they could try to cook something themselves, but none of them really knew their way around the kitchen. She had to settle for making coffee and offering s’mores, while Ben could get the cake as XLR8.

But since hiding the cake in the limited space of the RV wasn’t exactly feasible, it had to be delayed until the very last moment. Before that, they could deal with the boring but necessary stuff. Ben as Upgrade or Grey Matter could fix the several gadgets that were damaged during the altercation with Xylene, while Gwen and Kevin could wash the Rustbucket.

With any luck, today would go off without a hitch and not get interrupted by some new disaster.

While her spellbook didn’t contain any magic tailored specifically for cleaning, a generous application of Aquata Risa worked decently enough. Gwen’s control over the water sprouts was somewhat shaky and both Kevin and she ended up completely drenched, but the Rustbucket was sparkling clean.

By that point, Ben had finished repairing the damaged tech, which meant that it was time to get the cake. Luckily, Grandpa Max had left to gather wood for their campfire, which gave them the perfect opportunity.

“Please, turn me into XLR8, Omnitrix,” Ben hissed quietly as he rotated the dial.

A wrong alien was the last thing he needed.

Something akin to blackish-purple smoke rippled through the air around him and Ben froze, “What the–”

Correction: the last thing he needed was whatever fresh hell this was.

Kevin yanked him back by his shirt, “Get away from there!”

“I don’t know what this is,” Gwen said tensely as they all backed away from the strange phenomena, “but I don’t like it.”

For a few seconds, the purple smoke just curled lazily in the air. Then it rapidly expanded and swallowed all three of them. When the smoke cleared…

Ben stared at the city streets full of different aliens and gulped nervously, “Houston? I think we have a problem.”

The purple whatever-it-was didn’t feel like regular teleportation, but what else could it be? This place looked absolutely nothing like the riverbank on the edge of a forest they were in just a second ago.

Gwen looked up to see the clear sky and the sun high above. So, they weren’t aboard of some spaceship? Then where the hell were they and how were they supposed to get back to Earth?!

“Guys, look!” Kevin gasped suddenly and pointed at a completely human-looking young woman than at a seemingly human boy.

“No way…” Gwen whispered.

Humans? Here, in this alien city? Were they Plumbers? Or Red Cross? But all the human Plumbers, renegades or not, had to have been closer to her grandfather’s age. It would make more sense if they were shapeshifters, like those Limax they had encountered what seemed like a thousand years ago, but why would they take human form if it made them more noticeable?

Gwen didn’t know what was going on but with their recent kidnapping still fresh in her memory, she felt her heart fill with equal parts fear and rage.

Neither Technorg nor Xylene walked away unscathed from their last encounter. She would make sure that their current kidnapper didn’t either.

People were staring at him.

Kevin supposed it was better than screaming and running away in terror, but only just. He tried not to turn invisible or activate the transformation charm under their scrutiny (a bit too late for that anyway), when distant whispers reached his ears.

“That’s him! Kevin 11,000!”

“You sure? Haven’t seen this form before.”

“Who else could it be?”

Then a louder voice cut through, “Hi, Kevin! Love the new look!”

Kevin stared at the girl who was standing on a hoverboard, of all things, and waving at him. He mechanically waved back, even though inside he was reeling. What the hell was happening? How did they all know his name?!

That was when Ben made a strangled noise and frantically pointed behind him. Kevin turned around and froze.

There was a statue there, of a man wearing an oh-so-familiar alien watch. The caption on the pedestal read ‘Hero of Heroes: Ben Ten Thousand’.

“Ben?” he said weakly. “Unless you have an older brother who also wears an Omnitrix–”

Ben gulped, “I– I think that’s supposed to be me. I think we’re in the future.”

“That you are,” an echoing voice said from above. “Welcome to Bellwood in the year 2025.”

There was an Anodite floating in the air. She was wearing a black-and-blue suit with a light blue cape, and there were golden bracelets clasped around her wrists that reminded him of Gwen’s magic charms. But her magenta hair wasn’t flames. Instead, tendrils of light, longer than she was tall, trailed down her back, writhing like serpents. They were so long, their tips almost touched the ground.

Then her dark violet skin paled to human-white and the tendrils of magenta shortened and dimmed, solidifying into short red hair. The bright glow faded from her eyes, revealing familiar green.

Gwen stuttered and pointed at her with a trembling hand, “You– You–”

The woman smiled, “You. Archmage Gwendolyn, Guardian of Earth.”

Gwendolyn, as she insisted on being called just to keep her separate from their Gwen, created a floating magenta platform that she used to carry them high above the rooftops.

Gwen crouched down and tapped the platform with her knuckles, “Is this a Perturbo construct?”

“Yup. One of the most useful spells, despite being one of the easiest,” Gwendolyn replied.

“How many spells do you know?” Gwen gasped.

Her future self laughed, “At this point? I’m not even sure. It’s not like I need incantations anymore, unless I’m planning something big.”

“Like teleporting us twenty years into the future?” Ben asked. He actually doubted that: the purple smoke didn’t look like Gwen’s magenta magic.

Gwendolyn shook her head, “That wasn’t me. I just felt the disturbance and came to investigate. But I do know who the most likely culprit is.”

After several more minutes of flight, she parked the platform on one of the tallest buildings around and stepped onto the strange mix of a balcony and a landing pad. Ben could see what was probably someone’s home through the open doorway.

Gwendolyn dissolved the magic construct and waved them in, “Come on, don’t stand around.” Then she called loudly, “Hey, doofus! I just found a reason to kick your sorry butt!”

“Don’t pretend you actually need a reason, dweeb!” somebody yelled back. “And I didn’t do anything!”

A tall, bearded man with an unmistakable shape of the Omnitrix on his wrist walked in and froze at the sight of them, “…Okay, maybe I did. But it was an accident, I swear!”

Ben let out an excited screech at the sight of his future self, “You can travel in time? You can travel in time! This is so awesome! Why are you called ‘Ben 10,000’? Do you really have ten thousand aliens?!”

“More, actually,” his future self chuckled, “But ‘Ben 1,000,912’ doesn’t exactly roll off the tongue.”

Ben swayed slightly, “Over a million aliens?! No way!”

“Yes, way. I have samples from every species in the galaxy, plus a few extras I picked up here and there.”

Gwendolyn rolled her eyes, “Now, if only you were responsible enough to be trusted with some of them…”

“Wow, rude. I’ll have you know, I’m extremely responsible.”

She raised an eyebrow, “And the current situation?”

“Totally not my fault!” Under Gwendolyn’s skeptical look, Ben 10,000 wilted slightly, “…Okay, a little bit my fault.”

“What did you do?” Gwen asked curiously.

Ben 10,000 sighed, “I was just tinkering with the Omnitrix, trying out a new protocol, but it all went a little… sideways.”

“Translation: twenty years of experience, and he is still terrible at using the watch,” Gwendolyn stage-whispered.

They were twenty years in the future… It was absolutely mind-boggling.

“This is all so cool!” Gwen gushed.

Her future self laughed, “It sure is! By the way: I called Kevin. He should get here soon.”

“Where is he?” Gwen asked.

“Oh, he’s in the Null Void,” her future self airily replied.

“I’m where?!” Kevin squawked.

Gwendolyn winced and gave him an apologetic smile, “Sorry, I didn’t mean it like that. In our time, Null Void is much different from the inescapable prison you remember. We have several outposts located there and a lot of good people work and live in that place: researchers, explorers, you name it.”

“We have the tech for getting in and out of there. It's really easy, actually. And it’s even easier for us in particular since I have Scatterpillar,” Ben 10,000 added.

“The what-pillar?” Ben repeated.

In a flash of green light, his future self transformed into a mixture of a caterpillar and a centipede with countless pointed legs and three pairs of jagged front limbs that resembled the scythes of a praying mantis. The alien was huge, at least three feet in diameter and incredibly long, but with its angular, transparent body seemingly made from glass shards it was hard to tell how long.

Then he scattered.

There was no better word to describe the way most of his body faded out of existence, leaving only the pointed tips of his insectoid legs behind. They looked like sharp glass shards, shifting and rearranging in a dizzying kaleidoscope: some moved, others winked out of existence, and yet others faded into view from seemingly nowhere.

“Ow. Can you change back? My brain hurts just from looking at you!” Ben complained.

“What brain?” Gwen needled.

She still couldn’t help but wince: this alien’s movements were so hard to keep track of, she could barely look at him.

The Omnitrix flashed again and Ben 10,000 returned to human form. “Centivitrum – that’s Scatterpillar’s species – exist in more than three dimensions. If my movements looked weird to you, that is why. They also aren’t native to our reality: their blades can cut through the walls between worlds, which works great for moving to and from the Null Void. And since Kevin sampled Centivitrum too…”

He trailed off and smirked when something cut a long diagonal line through the air, “And speak of the devil.”

The edges of the cut moved and widened, showing a glimpse of the crimson sky beyond. Then a darkly handsome man in black uniform stepped through, the hole between worlds closing itself behind his back.

He looked mostly human, but there was a crown of sharp horns sticking through his long black hair and there were transparent scythe-blades attached to his wrists. He had double-jointed legs and a reptilian tail that swayed back and forth with every step. Then what seemed like a black cape fluttered open, revealing itself to be a part of his body: some strange mix between the wings of a moth and the fins of a manta ray.

“Ben, do I even want to know what new kind of bullshit you got up to that required calling me back to Earth?” the man, who could only be Kevin’s future self, asked.

His future self looked human. Well, sorta-human, Kevin mentally corrected himself, but he didn’t care about the details. What he did care about was that this was proof he could control his powers.

Kevin swayed on his feet and almost fell down from sheer relief. It meant he wasn’t going to be stuck in this form for the rest of his life!

“Oh boy. Time travel?” his future self asked after one look at their colorful company. “I’m gonna go out on a limb here and say that this is all Ben’s fault. Playing with your watch again, Benji?”

Ben 10,000 scowled at him, “Why do you immediately assume– How do you even know what I was doing?”

Future Kevin only rolled his eyes, “Our last movie night, remember? You kept talking about the new Omnitrix protocols you wanted to try. It doesn’t take a genius to put two and two together.”

“Oh, right… I forgot about that. Huh.”

Future Kevin (what was it those people on the street called him? Kevin 11,000?) looked at the three of them and tilted his head, “So when exactly are you from? Just from this mess of a transformation my past self is wearing, I can tell that it’s our first summer together. So, somewhere around July 2005? August?”

“July 23,” Gwen said. “It’s grandpa’s birthday.”

Kevin couldn’t quite decipher the strange looks that passed between their future selves because he was too busy being bowled over by a realization, “You mean, I’m gonna learn how to transform by the next year?!”

“Yup. Took me a few months to make the first step, but once I figured out the mechanics, it kept getting easier and easier. By the next summer I looked human again.”

“This is awesome!” Ben cheered. “You gotta tell us how you did it! Or any other pointers? We can learn from the future! How cool is that?!”

“Unless it’s gonna make a paradox or something,” Kevin added quickly. “I don’t wanna start disappearing like in that movie.”

Ben 10,000 snorted, “The only thing that ‘Back to the Future’ got right is that we really do have hoverboards now. But everything else? Time travel just doesn’t work like that. Gwen, can you explain it? You’re better at theory than I am.”

Gwendolyn nodded. Her index finger lit up with magenta energy and she drew a horizontal line in the air. “Imagine that this is our timeline. On the left is our past, on the right is our future, and we are constantly moving from one end of the line to another.”

“Sounds easy so far,” Gwen commented.

“So let’s complicate it,” her future self replied. “Have you ever heard of the multiverse theory?” After receiving a round of headshakes, she continued, “To put it simply, it states that for every choice you make, there exists a world where you have made a different one.”

She touched the middle of the line, making a dot appear on it, “Let’s say that this moment is where you had to choose between two options. You chose one of them and the timeline you know is the outcome of that choice. But if you were to make a different one–” another line branched off from the dot, “–your world would have been this one.”

Gwendolyn placed another dot slightly further down the main line, “And here you were faced with another choice: three outcomes this time. You picked one and it became a part of your world. The other two–” the line split off two branches, “–are worlds where a different one was chosen. And each branch keeps splitting further with every choice made.”

She kept pointing at the lines and they kept multiplying.

“Billions of people making billions of choices every single moment in time. Ad infinitum.”

Gwendolyn flicked her hand and the diagram rotated. The singular line signifying the past was now pointing down while the branches of the multiple futures were pointing up. It looked like a strange tree.

“World tree. Tree of time. Multiverse. Every world imaginable, every choice that has ever been made, every possibility that has ever existed or will ever exist is here.”

A solemn silence settled between them before it was broken by Ben 10,000, “Okay, Gwen, how about you tone down the existential dread a little? You are starting to creep even me out.”

She snorted and erased the image with a wave of her hand, “Wimp. Anyway, it’s a little more complicated than this. Not every choice is significant enough to split off a new timeline and if the timelines are too similar to each other, they usually just merge together. There are other factors involved too, but you get the gist.”

“The main thing you need to understand is that time travel on its own isn’t that hard,” Kevin 11,000 added. “There are entire species that can manipulate time. But changing the past? All you can ever accomplish is splintering off a new timeline.”

“Which is why you don’t have to be afraid of paradoxes,” Ben 10,000 continued. “The moment I brought you here, you stopped being our past and we stopped being your future. Before that point of divergence, our timeline was one. But now? Now we live in two different worlds.”

His future self (well, kinda future self) was right: this really was creepy. So instead Ben focused on more interesting things. “Does this all mean that you can actually help us?”

“We can,” Gwendolyn said slowly.

Ben frowned at her tone, “I can feel a ‘but’ here.”

“But it’s still not a good idea to know too much about your possible future.”

“Think of it this way,” Kevin 11,000 said. “How many times have you already been in situations where you had to make split-second decisions? Probably too many to count, right? Now imagine what would’ve happened if instead of relying on your instincts and making your own choices you instead stopped and tried to remember what somebody told you to do ages ago. In battle, there is no time for hesitation.”

Ben winced. He hated to admit that, but future Kevin was right. He could remember a few close calls when acting before thinking saved lives.

“And besides, it’s not like we remember everything that’s ever happened to us,” Ben 10,000 added. “We can give some advice, but it’s not gonna be very specific.”

“We’ll take what we can get,” Gwen said quickly.

Ben nodded in agreement. Any help would be welcome.

“Fine by me,” future Kevin said. “What do you say we all split up so we can talk alone? You know, to save on time? Get some privacy to hash out some personal issues? You three can swap info later.”

Ben wrinkled his nose a little at the thought of splitting up but a part of him felt grateful. He wasn’t sure what his future self was going to tell him, but some things were just… too personal to share with anyone but yourself.

He exchanged hesitant looks with Gwen and Kevin and they reluctantly nodded back. “Alright, sounds good.”

Kevin 11,000 fanned his strange wings wider. “Awesome.”

The edges of his wings thickened and solidified, forming a structure of muscle and bone fit for a pterosaur. Their color changed from ink-black to crimson that washed over the rest of his visible skin. Then his double-jointed legs shifted into something that wouldn’t have looked out of place on a grasshopper and his black uniform flowed like water to accommodate the changes. The glass-shard blades melted into his arms and his body twisted forward, taking on a quadruped shape. Something akin to gills opened on his neck and his face changed into a narrow snout with yellow eyes and long pointed ears.

The entire transformation took barely a few seconds.

“So, there’s this place I like: the rooftop of the highest building in Bellwood. No one’s gonna bother–” Kevin 11,000 paused, probably noticing the stares directed at him. He sat back on his haunches, grasshopper legs folding at uncomfortable-looking angles, and pawed at his snout. “What? Do I have something on my face?”

Kevin shook his head, “No, it’s just… kinda nice to see how easy it is for you to shapeshift. Um… Why did you shapeshift? You already had wings.”

“No, I didn’t. They weren’t wings, they were solar sails. Tenebrocera live in space and their sails are meant for space flight. A very slow space flight, granted, but space flight nonetheless. Since gravity in the Null Void is all over the place, they work decently enough there, especially with some levitation thrown in, but on Earth they’re mostly useless. They do look impressive though, which is half the fun.”

“Tenebrocera,” Ben repeated. “Is that the name of their species?”

“Yup. But Ben calls this alien – wait for it – Sailor Sol.”

Gwen snickered, “Sailor Sol? Really?”

“I lost a bet,” Ben 10,000 said quickly. Too quickly.

“That’s what he tells everyone to hide the fact that he’s a gigantic nerd,” Gwendolyn whispered loudly.

“Stop telling everybody my secrets!”

“The fact that you’re a nerd is supposed to be a secret?” Kevin 11,000 asked incredulously. “And here I thought the entire world found out how lame you were somewhere around the time you started yelling the names of your transformations out loud.”

Ben 10,000 scowled at him, “I had an actual reason for that and you damn well know it!”

“Fat lot of good it did,” Gwendolyn snorted, “Jeffrey.”

“It’s been fifteen years, Gwen, will you let it go already?!”

Gwen made an intrigued noise, “I feel like there is a story here.”

Ben 10,000 crossed his arms and huffed in exasperation, “Blame the media. The internet kept growing and it was hard to avoid being filmed when everyone had a smartphone in their pocket. I’ve been caught on camera so many times, people actually knew what a lot of my aliens looked like and what they were capable of. Good news: with so much evidence of me being helpful, the public opinion was on my side. Bad news: since the reporters needed something to call all these aliens, they started to make up their own names. And they were the lamest names ever! Big Bug? Fish Fingers? Mr. Monkey? Vomit Man?! Who thought up this crap?!”

“And those names stuck,” Gwendolyn added gleefully. “Which is why after going public with his identity, Ben started saying the names of his aliens aloud whenever he transformed.”

“And they still kept getting it wrong,” Ben 10,000 grumbled. “Can you believe they actually thought I named one of my aliens ‘Jeffrey’?! It’s Jetray!”

Ben snorted, “Wow. I guess, my life is just gonna keep getting weirder and weirder, huh?”

His future self laughed, “Oh, you have no idea!”

Chapter Text

The Bens disappeared deeper into the house, the Kevins rushed off into the sky, so the Gwens decided to stay on the balcony.

Gwen leaned against the railing while her future counterpart sat cross-legged on thin air.

“So when do I learn how to fly?” Gwen asked curiously.

“In a few years, once you get the wordless incantations down pat,” Gwendolyn replied. “Should be easy for you: Anodites have a knack for levitation. Ask Hex for tips, he’s a pro. And before you learn that, making Perturbo constructs should help you move around.”

Gwen smiled, “I’ve actually been thinking about something like that. Making some kind of a ladder or a platform… But with all that happened, I kinda forgot to test it.”

“Can you remind me what exactly went down? It has been twenty years for me.”

Gwen’s smile turned into a scowl. “Xylene. She got that creep Technorg to kidnap us! If grandpa didn’t bring the beacon and Vilgax didn’t come to bail us out, the Plumbers would’ve killed us!” Gwen felt her eyes start to glow in pure rage, “I hope they’ll rot in prison for the rest of their miserable lives! I hate them!”

“…You’ve had a lot of those recently, haven’t you?” Gwendolyn asked mildly.

Gwen blinked in confusion and felt the glow fade from her eyes, “Huh? What do you–”

“I mean those rages when you want nothing more than to hurt your enemies. It’s a recent development, isn’t it?”

Gwen swallowed thickly and shivered. If she took a moment to stop and think about it… She realized that her future self was right. Gwen always had a temper, but she had never been this angry. Certainly not angry enough to inflict physical harm on someone and like it.

“…What is wrong with me?”

“Nothing is wrong,” Gwendolyn hurried to assure. “You went through a lot of genuinely traumatic experiences in a very short time and the rage you feel is completely natural. It’s normal to feel angry when somebody hurts you or the people close to you. And it helps you in battle much more than freezing in fear does.”

Gwendolyn paused for a few seconds, as if waiting for her words to sink in, then continued, “However, there is something you should be aware of. Strong emotions – any strong emotions, actually, although rage is the easiest to tap into – can make your Anodite heritage come closer to the forefront. And vice versa: whenever you access that power, it will intensify the emotions you are feeling at that particular moment. It’s a vicious circle. And while it does grant you more power than you would normally have, going Anodite usually isn’t worth the risk unless you really know what you’re doing. Although–”

“What?”

Gwendolyn clasped her hands together. Magenta light flashed between her palms. When she opened her hands, she revealed a narrow bone-white ring etched with magic glyphs. “Here. Put it on.”

Gwen took the clearly enchanted object and slipped it on her right hand, trying each finger until it more or less fit on the middle one. The ring still felt loose until it abruptly tightened and flattened, changing color until it was barely visible on her skin.

“It’s mostly a nostalgic trinket to me since I don’t need it anymore,” Gwendolyn said, “but it might be useful to you.”

Gwen squinted at the almost invisible glyphs, none of which she could recognize. “What does it do?”

“It’s a beacon. Or, perhaps, an anchor. Something to bring you back, if worst comes to worse.”

“Bring me back?” Gwen repeated. “Is– is turning Anodite really this dangerous?” She bit her lip, “…Maybe I shouldn’t do it then.”

She didn’t like the look her future self gave her. “Do you really think you’ll be given a choice, Gwen? You can try to be careful, you can try to stay calm, but emotions are hard to control and they will still get the better of you.”

“So… what should I do? Just… try not get angry? How?!”

“You’re a mage, not a Jedi. And that ‘no emotion’ thing is bullshit anyway. Although you should take a look into therapy: getting some professional help is always a good idea.”

Gwen scoffed, “Yeah, right. I say a word about aliens or magic, and they’re gonna call me crazy.”

Gwendolyn smiled, “You’ll be surprised. For now, though, you should try to get a better grip on your Anodite powers. Meditation is key, and I don’t mean the kind you’ve been doing whenever you weave spells or check your mana levels. You need to reach deeper, down to your core, and find that source of energy inside you.” Gwendolyn raised a hand to forestall any questions, “No, it won’t be easy, and yes, it will take a long time, but it will be more than worth it. Anodites are veritable mana factories. The amount of energy even a half-breed like us can produce is so huge, you’ll never have to worry about running out again. Plus, you’ll get a nifty transformation out of it.”

Gwen tried to smile back, “Yeah, that was pretty cool, actually. …Do you think I should try to contact someone from the Anodite side of our family? Ask them for tips?”

Her future self winced, “Bad idea. Verdona is awful and so is everyone related to her. Well, except Sunny. She’s our cousin and kind of a black sheep herself, but she can still be an ass. So seriously, don’t contact any of them until you have enough power and skill to bitchslap anyone who tries to start shit.”

“Yikes. Noted. But speaking of family… What should I do about my parents when I get back home? My father has been trying to convince me that aliens aren’t real. Should I– should I keep agreeing with him? Or try to change his mind? What about mom?”

Gwendolyn’s expression darkened, “You can try, just like I have tried. But I can’t promise it will end well for you. It certainly didn’t for me.”

“…What happened?”

“When the summer ended, so much shit had happened, I was already close to snapping.” She sneered, eyes glowing, as her skin turned mottled purple. “Then Frank went on his usual ‘aliens don’t exist’ bullshit, and I just… I couldn’t stand it anymore. I screamed and raged and threw all his lies back in his face. I nearly went Anodite again.” Gwendolyn closed her eyes and sighed heavily. The bruise-purple spots faded from her skin as she got her emotions under control. “But this only made things worse. Looking back, I know that losing my temper like this was my greatest mistake. The point of no return. …They never looked at me the same way again.”

“Grandpa said he’d talk to my parents,” Gwen said, crossing her arms in an awkward move that felt more like hugging herself. “Didn’t it help? Even a little bit?”

Gwendolyn looked… stricken. Her eyes flashed magenta and her skin darkened to violet once again. “He– he didn’t get the chance.”

Gwen closed her eyes. So for all her talk of fixing things, it was she who messed everything up beyond repair. “…Guess I’ll just have to shut up and stay quiet until grandpa does talk to them. Do you think it will work?”

“I don’t know, Gwen,” her future self sighed. “I’d like to say something more reassuring, but I can’t see timelines. I don’t know what your decisions will result in. The only thing I do know is that no matter which way it goes, this won’t be pretty.”

Gwen laughed bitterly, “Yeah, I kinda figured.”

“But don’t you dare let it stop you!” Gwendolyn whispered harshly. “This doesn’t have to be your future. You can change it. You should change it. I know you, Gwen. I have been you. We never gave up, we never stopped fighting, so you sure as hell aren’t gonna start now!”

The flight didn’t take long. In a couple of minutes Kevin landed on the rooftop that his future self (and the fact that he was in the future, albeit an alternate one, still made his head spin) led him to. It really was a nice place: he could see the entire city from up there.

His future self landed on the edge of the roof and changed forms again. His body elongated into a more reptilian shape and switched colors from crimson to cold blue. His wings sank back into his skin and another pair of arms grew from his sides. Then a second pair of legs split off, all four losing their grasshopper shape. He shook his triangular head, blinking three vertical green eyes, and a mane of circuitry-patterned tendrils grew down his neck.

Kevin tugged on his own metallic hair with a faint smile. It felt weirdly nice to see something recognizable. “You sure like to shapeshift, huh?” he mused, settling down on the edge of the roof.

Kevin 11,000 shrugged, showing his sharp teeth in a Cheshire cat grin, “If you got it – flaunt it. Besides, staying in one form for too long feels kinda weird.”

“Don’t I know it…” Kevin looked down and swung his feet in the air, unbothered by the dizzying drop below. He had never been afraid of heights, especially not now when he had wings of his own. “So, how do I transform?”

“Right to the point, huh?” his future self laughed. “Sure, why not?” He coiled his body like a snake and propped his chin on his upper pair of hands. “Your main problem is that you have way too many alien genetics mixed together. Hell, even I don’t use more than four or five at a time! Your second problem, which is just as big, is that you had no idea what you were doing when you absorbed the Omnitrix. You didn’t keep track of, well, which alien goes where, so to speak. And now all that energy is one big tangled mess.”

“But why didn’t I just time out? I used to have a time limit, same as Ben.”

“Well, this is mostly just speculation after the fact, but I do have a theory. Most likely, when we first began transforming, we were only taking the Omni-energy, which kinda tied us to the Omnitrix timer. But that time the Omnitrix was in recharge mode. There was no easy energy for us to take, so we had to reach deeper, right into the DNA storage.”

That sounded as plausible as anything, so Kevin only shrugged, “If you say so. How do I fix it then?”

“That’s the tricky part. Before you can dismiss the DNA, you need to identify it. Luckily, you have everything you need. Get Ben to transform into one of his first ten, then use your powers on him. Don’t absorb anything: you only need to sense it and compare it to the DNA you already have within you. Once you map it out fully, you should be able to untangle that particular alien. Then switch to the next one until there is nothing but yourself left.”

“…Sounds easy when you put it like that.”

“That’s because it is. This stuff isn’t hard, it’s just tricky. I know you can do it. Just don’t try to get rid of everything at once: you don’t have the skill for it yet.”

Kevin couldn’t help it: he reached towards his future self and pulled him into a hug, “Thank you. Thank you so much! I was afraid I’d be stuck like this forever!”

“I know you were. And yet, you kept pretending everything was fine,” his future self sighed. He briefly faded into intangibility and slithered out of Kevin’s grasp only to drape himself over his shoulders in his own version of a hug. “You really should stop doing that, you know. Ben and Gwen are your friends, they’re not gonna think less of you. Everyone needs help from time to time.”

“I’ll– I’ll try to remember that.”

“…So, any other pressing questions?” Kevin 11,000 asked. He shifted a little but otherwise he stayed coiled around Kevin.

“Um… Have you– Have you found anything about our biological father?”

“Oh, I did, actually! He was an alien, Osmosian to be exact, just like we suspected. But while the rest of his species could only absorb matter and energy, he could absorb DNA as well.”

“So he had superpowers even by alien standards?” Kevin asked incredulously.

His future self shrugged, “What, you think humans have a monopoly on mutations? Anyway. From what we managed to figure out, that guy had the ability to fully become a member of another species, kinda like Ben does, just without any devices being needed. And since this kind of shapeshifting goes down to the genetic level–”

“–That was how we could be born,” Kevin finished. “Huh. But what was he even doing on Earth? And why did he disappear?”

“Most likely, he was in hiding. According to the old Plumber files, he was a high-profile criminal. Although, this is the Plumbers we’re talking about, so take it with a grain of salt. He might’ve just been some poor schmuck hunted down for his powers.”

Kevin crossed both sets of arms, “Well, he’s still an ass for never telling mom anything. Have you ever met him? Because I’d love to knock his teeth out.”

“Sorry, but no can do. I’m pretty sure he died before we were even born.”

Kevin frowned and let his arms fall on his sides, “So I guess he did have a reason for leaving mom… I don’t know how to feel about that.”

Kevin 11,000 patted his shoulder, “It’s okay to feel confused. Family issues are a bitch to sort through. So, any other questions? Can’t guarantee an answer though.”

Kevin sighed, “Just one, I guess. When this summer ends… What’s gonna happen to me? I– I don’t want to be alone again…”

“And you won’t. You have friends now. A family that will stick with you through thick and thin. I know it’s hard to believe that things will get better and stay better when your entire life up to this point has just been one disaster after another. But you’ll get through this, just like you got through everything else. You’re not alone anymore.”

Ben jumped on the huge couch and bounced a little with a grin. Then he gestured at the massive TV hanging on the wall, “Is this where you guys have movie nights?”

“Yep. What can I say? It’s tradition,” Ben 10,000 replied. Instead of the couch, he chose to sit on the floor, so they were almost eye-to-eye.

“It’s nice,” Ben whispered, his grin fading into a softer smile. “That you are still friends.”

“After everything we’ve been through, how can we not?”

“It’s nice,” Ben repeated. Then he clasped his knees and braced himself on his arms, leaning forward a little, “So, what can you tell me about the Omnitrix? Do you know everything it can do? You have so many aliens and you transformed without even touching the dial – which makes sense, I guess, because searching through over a million aliens is gonna take forever – so what else can you do? And can you help me do the same?”

His future self slowly traced the dial of his own Omnitrix with his fingertips. It didn’t look quite like Ben’s own: rather than a mere bracelet, it engulfed his entire forearm. “It’s called ‘Master Control’. The ability to transform into any alien in the database with nothing but a thought for as long as you want to with no recharge time. But I don’t think this is something you should have. Not yet.”

Ben frowned at him, “But why not? If I had so many aliens–”

“–Would you be able to use them effectively?” Ben 10,000 cut in. “Skill, experience, and quick thinking trumps raw power ninety percent of the time. Not to mention… do you really want to paint an even bigger target on your back? Right now, the Omnitrix is considered powerful, but still not important enough to devote too much resources towards obtaining. What do you think your enemies would do if they knew what it was truly capable of?”

The memories of the robotic horde descending on a city full of innocent people rose unbidden in his mind. And that was just one Plumber. What if the High Command, who had the resources of several star systems, attacked Earth?

Ben felt sick.

“And that’s why I cannot in good conscience unlock your Master Control,” his future self said. “However, there is something I can help you with. Gimme your arm.”

Ben stretched his left arm and watched as Ben 10,000 pressed their Omnitrixes dial-to-dial.

“Omnitrix: transfer Control Protocol 3-6-6,” he commanded.

“Beginning transfer,” a calm robotic voice said.

“Omnitrix can talk?” Ben asked incredulously.

“It can do a lot of things. And while just thinking is enough for transformations, I prefer voice commands for the more finicky stuff.”

“Transfer complete,” the Omnitrix said.

Ben 10,000 lowered his arm, “There.”

“What exactly did you do?” Ben asked.

“There is one transformation that the Omnitrix doesn’t like. Really doesn’t like. The ‘shut down or break down’ levels of doesn’t like. But this should help a little. Not much, but hopefully, it will be enough.”

“Okay. And this transformation is…?”

“You’ll find out.”

Ben sighed, “Right. Can’t know too much. So, what else can you tell me about the Omnitrix?”

“Hmmm… Have you seen the scan mode in action yet?”

“The what?”

“Oh, it’s great!” Ben 10,000 assured. “If an alien that isn’t part of the database touches the dial, the Omnitrix goes into scan mode and adds it in. Meaning, you get a new transformation. Now, granted, most species in our galaxy are already catalogued, but there are still some that aren’t. And it doesn’t have to be a living alien either: just a few strands of DNA are enough.”

“Huh. Sounds useful.” Ben was silent for a bit, awkwardly twiddling his thumbs. Then he asked, “Um… So, I was wondering how to make my transformations last longer and I thought that since I got stuck as an alien that time when the Omnitrix was broken–”

“Don’t even think about it!” his future self snapped. “Yes, if the Omnitrix is damaged, there is a high chance it will activate the Life-Lock function – I’m sure you can guess what it does from the name alone – but there’s only so much damage the self-repair protocols can fix. Meaning, not only will the Omnitrix break completely, you will end up stuck as that alien for the rest of your life. So don’t even try.”

Ben raised his hands in surrender, “Okay, okay! Jeez. Chill out, will you? I was just wondering.”

His future self sighed and dragged a hand down his face, “Sorry. It’s just… I’ve had a few close calls.” He paused for a second then added, “Which I don’t think I should tell you about. I really don’t want to make things worse.”

Ben laughed mirthlessly, “I know the feeling… Do you– Do you think it would’ve been better if someone else found the Omnitrix?”

“Maybe. Maybe not. But that doesn’t matter. We were the ones who found it and we can’t change that. We can only try to–”

“–Be a hero?”

His future self grimaced slightly and shook his head, “If there’s something I learned after twenty years in this business, it’s that… there aren’t really any heroes in this world. Just people making choices. A hero is nothing but an unattainable ideal that we can strive towards but never become. So no matter what others say, I’m not a hero. I’ve never been one. I’m just a guy with an alien watch, trying to do something good with it. And… there’s nothing wrong with that. There is nothing wrong with just trying to live your life and be a good person.”

“…Am I? Am I a good a person?” Ben whispered. “People could’ve died because of me. Because I didn’t save them. Because I wanted to kill them.”

“Back when we met Kevin, right? Yes, I remember that. It’s hard to forget the moment when you realize just how far you can go. What you are truly capable of when there is no one to stop you. No one but yourself.” Ben 10,000 clasped his shoulders and shook him slightly, “Because we did stop and that’s the only thing that counts. Because we know what we can become and we refuse to.”

Eventually, they switched to more lighthearted topics. Gwen was cheerfully needling her future self about her romantic relationships or lack thereof, when she noticed two familiar figures racing through the sky. Gwen paused their conversation and waved in greeting.

Kevin waved back while his future self asked, “Are you two done with your heart-to-heart or should we come back later?”

She glanced at Gwendolyn and nodded, “I think we’re done. I’m guessing, you are too?”

Kevin nodded and landed on the balcony.

“Great. Then we can go bother the Bens,” Kevin 11,000 said and landed as well, folding his wings. “Come on.”

He stood up on his hind legs and headed into the building, melting into human form without even breaking his stride. It really was fascinating to watch. He made shapeshifting look so easy…

Gwendolyn nudged her slightly and Gwen shook herself off. They walked into the building and soon found their cousins sharing the couch in the living room.

“Oh, you’re done too?” Ben 10,000 asked. “I guess, ‘Operation: Change the Future’ can be considered successful.”

“We should probably get back home now,” Ben said hesitantly. “Meeting you guys was awesome, but we gotta go back to our own time. World. Timeline? Whatever!”

Gwen sighed and nodded. Amazing as it was, this wasn’t their world.

“And if you can drop us back in the same moment we disappeared, that would be nice ‘cuz we still gotta get the cake for grandpa’s birthday,” she added.

“If Ben uses Clockwork like a reasonable sapient instead of messing around with a transformation he can barely control,” Gwendolyn said with a mild glare at future Ben, “he can transport you back with only a few minutes of difference. As for the cake…”

Gwendolyn vanished in a flash of magenta. When she reappeared, she was holding a birthday cake in her hands, burning candles included. “Here. Now you don’t need to search for one.”

“Thank you!” Gwen smiled and carefully took the cake.

“So, I guess, we’re ready to go?” Kevin asked.

Gwen nodded in agreement and so did Ben.

“Good luck, you three,” future Kevin smiled. “You’ve got a long, weird road ahead of you, but it’s gonna be alright.”

“Together, you can get through anything. Never doubt that,” Gwendolyn added.

“And when you arrive into your own future, it will be better than this one. I know it will,” Ben 10,000 said.

His Omnitrix flashed green and transformed him into a stocky, golden being that looked more like a wind-up toy than a real alien. Green energy gathered in his hands before he paused and asked, “When you get back, can you three do something for me?”

“Sure! What is it?” Ben asked.

“Give Grandpa Max the biggest hug you can.”

Gwen laughed, “Of course we will! We planned to anyway.”

“Thank you,” Ben 10,000 whispered and released the energy.

The wave of green swallowed their entire world and when it dissipated, they were back at the riverbank, in their own reality.

“Wow,” Kevin breathed out. “This was way weirder than anything that’s ever happened to us before.”

“No kidding,” Gwen muttered. If not for the quite tangible cake in her hands, she almost couldn’t believe that they just came back from the future.

“Talk later!” Ben hissed. “Grandpa is back!”

Sure enough, Grandpa Max was heading out of the woods with an axe on his shoulder and a stack of firewood under one arm.

“Grandpa!” Ben tried to run towards him but slipped on the grass that was still wet from the water spell and fell right onto Gwen.

She tried to dodge, but it was hard to balance with both her hands occupied. She made a strangled noise as the cake flew from her grasp.

Kevin attempted to grab it, but he tripped over Ben and sprawled on the ground.

Gwen screeched a hurried spell and a magic construct in the shape of a softly curved slide appeared in the air. The cake landed on it and slid down before coming to a stop right at Grandpa Max’s feet.

By some miracle, it was even right side up with the candles still burning.

For a moment, everyone just stared at the cake in awkward silence.

“Um… Happy birthday?” Gwen tried.

Grandpa Max dropped the firewood, threw his head back, and laughed. It felt like some dam was broken, and they all started to laugh too. Dirty and covered in grass yet feeling lighter than she had been in weeks, Gwen climbed back to her feet. Kevin picked up the cake with one hand and helped Ben stand up with another.

Then Gwen hugged her grandfather, just like she promised, Ben joining in a second later. Kevin hesitated for a moment but Grandpa Max only smiled and tugged him closer. Still holding the cake in one arm, Kevin wrapped the other three around them.

In that moment, surrounded by the people she cared about, Gwen felt that no matter what happened, they were going to be alright.

“Well, this was one hell of a day,” Kevin laughed. “You’d think that after twenty years of weird bullshit you keep dragging us into I’ll get used to it, but no…”

Ben rolled his eyes, “At least you’re not the one who keeps getting blamed for everything.”

Kevin clapped his shoulder and grinned, “That’s because you deserve it! Still, gotta admit, this was way nicer than the usual disasters. But anyway! While I’d love to stay and chat some more, right now my outpost is completely overrun with trainees. If I leave them without supervision for any longer, I just know they’re gonna do something unimaginably stupid.”

He formed a jagged transparent blade on one arm and cut a portal through dimensions with a single downward slice. Then he shifted the rest of his body into the shape of Outsider: his preferred form for being in the Null Void.

“Try not to terrify them too much,” Gwen smiled and kissed him.

Kevin curled the edges of his solar sails around her and leaned into the kiss. He chuckled softly when they separated, “Gwen, we both know that in our relationship you’re the terrifying one.”

Her smile turned decidedly smug, “Can’t say I disagree.”

“Maybe you should come along?” Kevin suggested with a grin. “Just so my hapless minions can see how lucky they are to have me as their commander and not anyone else.”

“Oh, you know how much I love being the bad cop!” Gwen laughed. “Maybe I will!”

“Evil,” Ben said flatly. “You’re pure evil, dweeb. Don’t you have anything better to do than scare some poor shmucks? Like a class to teach?”

“Nope!” she replied cheerfully. “When I detected that you were messing with time, I took a day off. And unlike Kevin’s darling trainees, my students know that if they mess with spells above their level of experience or do something equally stupid, I’m not gonna save them from the consequences.”

“And that’s why between us, you’re the evil twin,” Ben quipped. “But anyway. You lovebirds do whatever, I’m gonna go visit grandpa.”

In a flash of green light, Ben transformed into XLR8 (he always had a soft spot for classics) and rushed off. He navigated the streets of his home city with ease born of familiarity and in a matter of seconds he reached his destination.

The gates of Bellwood cemetery.

Ben transformed back to human form and walked in without any further hurry. His steps brought him down the familiar path towards an old, worn headstone.

Maxwell Tennyson.

1945-2005.

“Hey, grandpa,” Ben greeted softly. He looked at the flowers lying on the grave and smiled, “I see Gwen and Kevin have already visited? Sorry, I didn’t bring anything, but I thought instead I’d cook that gross octopus soup you liked for dinner.”

Ben sighed heavily, “It’s been twenty years but I still miss you, grandpa. I wonder, are you proud of me? I’ve made so many mistakes…” He glanced at the dial of the Omnitrix, “This is just the latest one. …Would you believe me if I said that this really was an accident? I didn’t intend to lose control of my powers, but at the same time… Being in that form again, seeing our past selves straight from that summer, and right on the day of your birthday too? It felt like fate. A chance to make things right.”

Ben brushed the worn stone with his fingertips, “I know that it won’t change anything. Not in this world. But maybe now in some other reality another Ben Tennyson can throw a birthday party for his grandfather. And… I think I’m alright with that. Bye, grandpa. Thank you for the best summer of my life.”

Chapter Text

Finding a beach in California that was completely empty (more of a small cove nestled between sharp cliffs, really, but it suited them well) wasn’t an easy thing to accomplish but it was more than worth it. After all, what kind of vacation would it be if they couldn’t act like themselves? And yes, Ben knew that taking a vacation from a vacation was kinda weird but so was every other day of his life ever since he had found the Omnitrix. After the messed up encounters with SECT and Plumbers, they all just wanted to rest and relax a little.

Ben folded his hands under his head and looked up into the clear sky marred only by the distant shapes of seagulls flying high above. It really was a nice day and while in different circumstances Ben wouldn’t have minded some surfing or a game of volleyball, he was quite content to simply lie in the shallow water and wait for the Omnitrix to recharge.

“You sure you don’t mind transforming so many times?” Kevin asked. He was sprawled on his stomach next to Ben, trying to keep his gills submerged. “It’s gotta be pretty boring.”

Ben shook his head, “Nah, it’s fine. I wanted to catch up on sleep anyway.”

And it was nice to know that thanks to their visit into their alternate future (which was still weirding him out to even think about) Kevin finally had a breakthrough with his powers. If helping his friend meant constantly turning into aliens and sitting still while Kevin attempted to map out their DNA, Ben would gladly do it, as many times as he had to.

It took a bit of thinking to decide which alien would be the first to go. From what he understood, once Kevin dismissed that particular alien, he would lose the corresponding power. And he wouldn’t be able to use it again until after his transformation was untangled completely. That meant that the most useful aliens would have to be left for last.

Eventually, they decided on Grey Matter. Even back when he had first started transforming, Kevin couldn’t replicate the alien’s super-intelligence. No one was really sure why, but Kevin had admitted that the mere thought of altering his brain was seriously creeping him out, so perhaps he had been subconsciously preventing it. But whatever the reason was, it meant that getting rid of this alien wasn’t going to weaken Kevin, making it a perfect starting point.

The beeping of the recharged Omnitrix brought Ben out of his thoughts. He stretched lazily and rotated the dial. But when he pressed down the plunger and the transformation washed over him, he didn’t turn into Grey Matter.

Instead, it was an alien he had never seen before.

Meditation was one of those hard-to-describe things that you wouldn’t know you had been doing wrong until you did it right. At least, that was how it seemed to Gwen.

The surface-level kind of meditation she could do already: feeling the mana rushing through her bloodstream to assess its level or focusing on a single thought to shape her spells was something she had done more than once before. However, all of Gwen’s attempts to deepen her trance in order to reach her Anodite powers buried within her had so far accomplished nothing.

She still refused to be discouraged and stubbornly continued trying.

Her latest attempt at meditation in a shadowed spot under a cliff was threatening to transition into sleep when Gwen was abruptly jolted awake by her cousin’s excited yelling. She growled, ready to give Ben a piece of her mind, but the anger immediately dissipated when she saw his new form.

“A new alien?” Gwen gasped. “Awesome! What can it do?”

Ben shrugged with a wide grin, “No clue, but I’m gonna find out!”

Gwen gave his new transformation an assessing look. It was a black-and-white humanoid about her height with short legs and wide hands. It didn’t look very strong or fast. Didn’t seem particularly tough either. It had no additional limbs or any other obvious traits that could even hint at its abilities.

“You look kinda squishy,” Kevin commented. “I think your powers are gonna be something ranged.”

“Could be,” Ben agreed. “Let’s test it!”

He inhaled deeply and sharply exhaled. Nothing happened. “Huh. No fire breath? Okay then. Maybe I can fire freeze rays from my eyes?”

He narrowed his eyes and squinted into the distance. Nothing happened either. “Umm… Magnetic blasts?” Ben wiggled his fingers to no effect. “Energy beams? Electricity? Telekinesis?”

Nothing, nothing, and more nothing.

“Huh. This never happened before,” Ben finally said, looking completely baffled.

Gwen had to agree. Her cousin was usually pretty good at figuring out alien powers. “Okay, lemme just grab the slate and we’ll see what kind of alien you are,” she suggested. “Or maybe grandpa knows something.”

Unfortunately, neither idea had worked. Grandpa Max couldn’t recognize this species while the interstellar database contained far too many examples to manually search through: ‘humanoid’ and ‘air-breathing’ were the most common physical traits in the galaxy and Gwen didn’t have enough information to narrow down the search.

When Ben turned human again, they still had no idea what this alien’s power was.

The Omnitrix had timed out but Ben still didn’t know what this new alien was capable of. It was just plain irritating, not to mention a little disturbing: the ability to adapt and think on his feet was what saved his life and that of others on many occasions. Ben hated to think that he was losing his touch.

While Gwen and Kevin were hunched over the data slate, manually searching through the thousands of entries, Ben paced around the beach, waiting impatiently for the Omnitrix to recharge. The moment it did, he transformed back into the mystery alien.

He waded into the shallow waters and sat down. He stared at his reflection and gathered saltwater in his wide, four-fingered hands. He poured it out in a small trickle and gathered another handful. He slowly poured it out too, the aimless movements only useful to occupy his hands while his mind tried to figure out this strange alien.

Kevin was right, it did look kinda squishy: no bulging muscles, no fangs or claws, no armor plates. Its body wasn’t streamlined, its limbs didn’t stretch, it didn’t have wings… Its power was probably something subtle and not very physical: more Grey Matter than Heatblast. Then again, Grey Matter’s disproportionally big head was a decent enough hint to its power.

Ben rubbed the small fin-like protrusions on the sides of his head. Were those things a clue to his abilities? Maybe they were some kind of sensors or transmitters?

He pinched the right fin between his fingers and tugged on it. The fin felt rubbery and stretched the slightest bit. It didn’t hurt, so Ben pulled with more force. The odd, straining sensation at the base of the fin made him squeeze his eyes shut. Then something snapped and Ben toppled into the water.

He flailed and sputtered and hastily grabbed the side of his head, afraid that in his curiosity he had ripped off the fin entirely but the thing seemed to still be attached to him.

Then he froze and stared incredulously at the exact copy of himself that was sitting right in front of him.

“No way…” Ben whispered. Then he grinned and yelled, “Guys! I think I know what this alien can do!”

According to the database, Splixsons, the species that Ben’s new transformation belonged to, had a limit on how many copies they could create, but that number varied greatly between individuals. They were also able to split at will, but for now, that ability seemed to be beyond Ben’s skill level.

That didn’t seem to impact his enthusiasm in the slightest: a strong pull on any part of his body was enough to create a copy, which was how Ben managed to turn himself into a one-person volleyball team in less than a minute. Faced with such blatant cheating attempt, Gwen and Kevin had no qualms against using their own abilities, and their game quickly descended into pure chaos.

Max watched the game of super-powered volleyball (which contained such quaint rules as ‘no flying higher than the cliffs’, ‘no telekinesis on the ball itself’, and ‘no more than twenty people per team’) and wondered when exactly this became their new normal.

Ditto, as Ben had decided to call this alien, was hardly the strongest on his roster, but he seemed to have a lot of fun using it. After spending some time to figure out the full extent of its power (frequently interspersed with arguments breaking out between the duplicates that were solved weirdly but efficiently by the other copies through pushing the arguers together until they physically merged), Ben returned to transforming into Grey Matter, allowing Kevin to continue mapping out its DNA.

So far, he wasn’t having much progress. Kevin could sort-of understand what his future self wanted him to do and he could actually identify a few bits and pieces, but it was still going to take him a lot more time and effort to separate and dismiss that particular alien. Still, at least he knew which direction he had to move in: small steps were still better than being stuck at the crossroads with no idea where he was supposed to go.

All in all, this was a good day and a much-needed break from the usual disasters that seemed to follow them everywhere.

“So many movies to choose from,” Gwen sighed contently once they settled back inside the RV. Digital piracy really was the best crime. “Don’t know about you guys, but I’m in the mood for something funny.”

“Fine by me,” Kevin said. He leaned closer to read the movie titles over her shoulder. “Oh, hey, you have ‘Home Alone’!” He snickered, “Man, dad hated this movie. But I’m glad I watched it: it actually helped me a little when I ran away from the group home.”

“Really? How so?” Gwen asked, starting the movie in question.

“It showed that most people are lousy at guessing ages and as long as you stay calm and act like you know what you’re doing, no one’s gonna give you a second look. And also that stealing cash is way safer than credit card fraud.”

Gwen barely stifled a snort but she had to admit that those were some fairly useful life lessons.

For a while they quietly watched the movie. When the family on the screen rushed towards the airport, leaving one of their children behind, Kevin laughed out loud, “And this is where dad would always start ranting: ‘What kind of shitty parents are those? I can’t believe they would forget their own child!’”

“Is that how you learned swearing?” Gwen laughed. “What did your mom say?”

Kevin grinned, “She explained to me that adults usually get all weird when kids use this kind of words, so I shouldn’t repeat them until I’m old enough. Then she taught me a few more words that I shouldn’t say.”

Gwen cackled in glee, but her mirth quickly came to an end when her phone rang. She took it out of her pocket and scowled at the screen, “Oh, great…” Then she plastered the fakest smile possible on her face and accepted the call, “Hi, mom!”

While Gwen told her mother a safe, no-aliens-involved version of their adventures in a sickeningly sweet voice, Kevin nudged the uncharacteristically quiet Ben. “You two should get your stories straight. You know, just in case your folks decide to compare notes.”

“Won’t be a problem,” Ben answered flatly, the corner of his mouth twisting down.

Kevin tilted his head, “What, do your parents hate each other or something?”

“Or something.”

“Come to think of it, I’ve never seen you call your parents,” Kevin realized. “Don’t you talk to them?”

“No.”

Conversation apparently over, Ben turned away. Kevin sent Gwen a concerned look only to have her shake her head frantically and mouth ‘later’ at him.

He looked back at Ben. Well, it seemed like his future self was right when he said that out of the three of them, Kevin had the best relationship with his parents.

Gwen didn’t want to sneak behind her cousin’s back but she didn’t want to pressure him into talking either. She waited for what felt like hours until Ben seemed to finally fall asleep. Then she climbed out of her bed and nudged Kevin awake. Before he could say anything, Gwen pressed her hand to his mouth and jerked her head towards the door. He nodded silently and went intangible, phasing through the wall of the Rustbucket. Gwen couldn’t do the same, so instead she walked towards the doors of the RV and carefully pried them open.

Kevin was waiting for her near the burnt-out campfire. Gwen sat down at his side and threw a few pieces of remaining firewood onto the coals. They had gone too cold for it to burn but a single fireball was enough to solve that particular problem.

Kevin lit up another fireball in his hand. He tossed it up and down, the shadows shifting around him with every move. “What do you know, Gwen?” he finally asked.

Gwen picked up a stick and poked at the campfire, trying to gather her thoughts. “Ben and I have never been close,” she said at last.

“Really? Coulda fooled me.”

Gwen grimaced, “Things change when you keep risking your life and you’ve got no one else to trust. But before this summer we didn’t see each other all that much. Holidays mostly, and we only stuck together ‘cuz we’re the same age. It was better than being bored and alone. I never paid a lot of attention to his parents.” She poked the coals again and watched as the tip of the stick caught on fire. “On our first day of this roadtrip, I called my mom. I don’t even remember why: to give her an update or complain about something or what… Then I offered Ben my phone, so he could call his parents too. He refused. And kept refusing.”

“And you’ve never heard him talk to his parents?”

Gwen shook her head. “I don’t think I’ve ever heard him talk about his parents. But… Gwendolyn told me something, when we were in that not-future. I didn’t want to mention it when we were swapping info because it seemed… really private. Maybe I should have.”

“What did she say?”

Gwen stared into the campfire and scratched at the barely-there imprint of the enchanted ring on her hand, “We were talking about families and secrets and… I asked her if Ben’s parents would react badly if he told them about this whole alien thing. And her skin turned all purple and she just laughed. She said, ‘Don’t assume they give enough of a damn’.”

Kevin buried his face in his hands. “…Fuck. This is way worse than I thought.”

“Our family is such a mess…” Gwen whispered. “My father is going to hate me if he finds out about my powers the wrong way.” She laughed, “Hell, I don’t even know if there is a right way! Ben’s parents don’t care about him. And don’t get me started on Verdona! Gwendolyn told me more than enough about her.”

“Well, not everyone in your family is an asshole. Your aunt Vera seems pretty cool. Your uncle Gordon too,” Kevin pointed out. “And Max is really getting better. Did you know that he offered me a place to stay when the summer is over?”

Gwen perked up, “Really? You’re staying with him in Bellwood? That’s great!” Her cheer vanished just as quickly as it appeared, “…So what should we do about Ben?”

“Should we do something?” Kevin wondered. “I mean, if he wanted to tell us about this, I think he would have already.”

Gwen flexed her fingers and watched magenta sparks form around them. “Not everyone is as open with their family troubles as you are. It just seems… dishonest to keep this to ourselves.”

“Forcing Ben to talk about something he doesn’t want to is kind of an asshole move too,” Kevin pointed out.

Gwen leaned against his side and silently watched the flickering flames. It felt like there was no good answer.

The night was Ghostfreak’s domain. With the only light coming from the small campfire and the distant stars glimmering above, the darkness filled him with power. And yet, Ben would’ve enjoyed it far more if he hadn’t been the current topic of conversation.

He stayed invisible and silently watched his friend and cousin discuss his home life. He supposed he should be angry at them for sneaking around like this but… Well. Pots and kettles. Instead their speculations just felt uncomfortable. They were just blowing things out of proportion.

He was fine. He was.

It wasn’t a big deal. So his parents never really wanted a kid. So what? They still kept a roof over his head, bought him food and clothes, and never laid a hand on him. So what if they never really listened to him and often ignored his existence? There were kids in the world who had it so much worse than him!

And besides, with the Omnitrix stuck on his arm, being ignored was good, wasn’t it? It was much easier to keep his secrets if no one bothered to look closer.

Ben wanted to return to visibility and say all of this, but the words kept getting stuck in his throat. He couldn’t stand to keep listening anymore, so he flew back towards the Rustbucket and phased inside.

He huddled under the blankets and waited for the Omnitrix to turn him back human.

Keeping secrets absolutely sucked, Gwen decided, especially from someone who was both friend and family. But at the same time, saying anything felt too much like poking her nose into something very personal that was none of her business in the first place.

Which was why both Gwen and Kevin spent the entire morning awkwardly twiddling their thumbs and throwing hesitant glances at each other. Should they say something or not?

Her cousin seemed to be completely unaware of their dilemma, which Gwen didn’t buy for a second. Even Grandpa Max had clued in that they were acting weird, and Ben was much more observant than their grandfather. But if he wasn’t trying to force the issue, should they just let the sleeping dogs lie?

Gwen kept chewing on that thought as she stared unseeingly out of the window. The narrow mountain road passing them by and the sharp drop below offered no answer.

A loud sound of a car horn jolted her out of her thoughts. Then an RV of a similar but fancier model to theirs raced by. It swerved wildly and clipped the Rustbucket, making Grandpa Max swear as he tried to correct their course. The side of their RV scraped against the mountain cliff with a sound that made her teeth ache.

Kevin let out an enraged snarl, “Is that asshole drunk?!”

He didn’t get angry often, but drunk drivers were guaranteed to piss him off. (And who could blame him? After all, it was another drunk driver who took his parents’ lives.)

Kevin turned intangible and flew straight up, apparently intending to stop the other RV.

“Wait for me!” Ben cried. He transformed into Upgrade and followed after Kevin, briefly melding with the roof.

Being much squishier than the boys and having a much more destructive skillset, Gwen didn’t attempt to follow them. Instead, she ran towards the front of the Rustbucket so she could better see what was happening.

She would help if needed, but she highly doubted that Ben and Kevin wouldn’t be able to handle one careless driver.

The moment Ben fused with the out-of-control RV, he knew what the problem was. Despite being incredibly fancy (and probably costing a small fortune), its brakes were absolute crap. Ben immediately used Upgrade’s technology-improving abilities to fix the issue and stopped the RV before peeling off of it.

The driver, a pudgy, soft man who for some reason reminded Ben of a bread loaf, was beyond grateful, shaking his hand repeatedly and promising to never skip on a car inspection again. The gratitude felt good and the majority of the media still spitting vitriol at aliens made Ben appreciate it all the more.

Still, pleasant as it was to bask in gratitude and acknowledgement, Ben was on a time limit, as usual. He slithered towards Kevin who was perched on top of the RV like a huge gargoyle and settled on his shoulders.

Kevin flew them back towards the Rustbucket and phased inside. Ben flowed through the open window instead and pooled on the floor, waiting out the timer.

With the car trouble solved quickly and efficiently, Gwen saw no point in staying in the front seat. She walked back, nudging Ben’s liquid metal form aside with her foot and scrambling over Kevin’s mismatched limbs. Then she sprawled on the couch with her arms folded under her head.

With the car crash prevented, Gwen’s thoughts returned to her cousin and the last night’s conversation. She still couldn’t decide whether she should say anything or not, but the longer she stayed silent, the more uncomfortable she felt, like there was an invisible chasm growing between them.

She didn’t like keeping secrets from Ben: she was supposed to keep secrets with him!

Finally, she growled and sat up. “Ben. Are going to tell us what the deal is with your parents?”

Kevin visibly flinched and gave her a startled look. Gwen belatedly realized that she should’ve given him a heads-up first, but that feeling of increasing distance had stolen too much of her thoughts.

Ben reshaped his malleable body into a more humanoid form and crossed his arms, “Nothing as bad as what you two were thinking last night.”

So he did know. Figures.

“Sorry,” Kevin muttered uncomfortably and hunched in on himself. “It’s just… you don’t really talk about them and–”

“I’m fine!” Ben snapped, his round eye flaring a brighter green. “I know that they’re not the best parents in the world but they’re not– They’re not hurting me or anything and I don’t need you to– to rescue me or something! And I really don’t need you going behind my back!”

“Well, excuse us for being worried about you!” Gwen hissed. “The hell were we supposed to do?!”

“Actually talk to me maybe?!”

“We are talking right now! But you’re still not saying anything!”

Ben went silent, his only movements being the minor twitches of his fingers. His lack of face made it nearly impossible to read him. (Gwen wished the Omnitrix changed him back to human form already so she could see his expression.)

Finally, he sighed and let his arms fall at his sides, “…You really don’t have to worry about me. It’s not a big deal. And don’t we have bigger problems right now? Like SECT and the Plumbers?”

“If it bothers you, it is a big deal to us,” Kevin pointed out.

The Omnitrix flashed red, transforming Upgrade back to Ben. He sighed again, “My parents… They’re not bad, okay? They just– They have better things to do than deal with me.”

“That’s still not okay,” Kevin flatly replied.

“I’m fine, really. And hey, my future self turned out alright, didn’t he?”

Gwen sat down on the floor next to him and slung one arm over his shoulders, “Grandpa is trying to fix things in our stupid messed-up family. I mean, you remember how much my dad likes to pretend that aliens don’t exist, right? Grandpa said he’ll talk to him once we get back to Bellwood. I bet he’s gonna talk to your parents too.”

Ben tilted his head back, “I don’t think it’s gonna change anything.” He laughed bitterly, “You know, I tried to make them pay attention to me so many times before… Get good grades in school? Ignored. Fail a subject? Ignored. Beaten up by bullies? Ignored. They have their work, their friends, their lives… And there’s no place in there for me.”

He smiled, though his eyes glistened with tears, “It’s kind of a relief, actually. At least now I know that it’s not on me. The other Ben had told me that nothing he ever did made them care, so he just… stopped.” Ben swiped the back of his hand across his eyes, “He said that love shouldn’t have to be earned, so I should stop trying… But it still feels like I’m failing.”

Kevin leaned against his other side and wrapped two arms around both him and Gwen. “You’re not failing, Ben. They are the once who failed. Failed at being your parents. Failed at being decent fucking people.”

“We’re here for you, Ben,” Gwen whispered. “Even if your parents don’t care, we do. We always will.”

Chapter Text

The scanners had been silent.

Agent Steel frowned at the report in his hands. According to Specialist Daniels, the scanners had been partially operational, able to detect the activation of the shapeshifting alien device but not locate it, long before he handed them over.

The fact that Daniels didn’t consider it necessary to report this information in time was infuriating, but Steel had to deal with the main problem first. The scanners had been detecting the alien device multiple times each day before, but they were completely silent now. This could only mean that the shapeshifter was aware of them and had been actively avoiding transforming.

Steel let out an angry hiss. This had to have been Ares’ fault! That abomination had probably let something slip to alert the shapeshifter! Allowing him to join their organization in the first place was a mistake. He could only hope that the troublesome cyborg was beyond repair.

Steel threw the report back on the table and headed towards the labs. Just like he expected, he found Daniels working on Ares. Steel sighed in exasperation, wishing the specialist would turn his considerable powers to more pressing problems, such as tracking down the elusive shapeshifter.

“Hi, Mike,” Daniels greeted him absentmindedly. His eyes glowed bright blue as he used his powers to rearrange something inside the still-unresponsive cyborg.

“If it’s taking you so long to repair him, wouldn’t it be better to scrap him altogether?” Steel asked, stifling his irritation at being called by his first name so casually. “Can’t you find a different lab rat?”

Daniels shook his head, “No, I can’t just throw him away. I don’t have enough alien tech to afford it. Plus, I still need that info from his databanks.” He huffed in frustration, “Man, they really did a number on him! I still can’t read ninety percent of the footage he recorded.”

Steel sighed and tiredly rubbed the bridge of his nose. He hated to admit it, but those were good reasons.

“Oh, and by the way! I’ve got this really cool idea!” Daniels added. He waved his hand and a custom-made tablet floated into Steel’s hands, “Here are all the details. I already ran some preliminary tests and so far, so good. And the boss approves too! He said that if it works out, he’s gonna give me Menagerie.”

“What?!” Steel snarled, nearly snapping the tablet in half. Menagerie was his project!

“I’m not gonna take all of it, jeez. Just one of them, to see if what I planned even works.”

Steel glared at him, “We’ll see.”

“Oh, and speaking of Menagerie: I think the boss has a couple of ideas on how we can use it,” Daniels said, returning his attention to the broken cyborg. “I heard him talking to the PR team about it.”

“I’ll ask him,” Steel growled and stormed out of the lab. Why the hell was he the last one to know about something involving his project?!

But underneath the sizzling anger, Steel could admit that he was intrigued. He didn’t know what his superior was planning, but perhaps it would help SECT catch those aliens once and for all.

The week they had spent on the ocean shore had been a fairly calm one: no aliens, no magic, nothing extranormal that wasn’t themselves. Though even then there had been enough regular day-to-day crimes and accidents that they could help with.

“Trapping bank robbers with diamonds?” Kevin snickered once they had dealt with the criminals in question and headed to their next destination. “Gotta love the irony.”

Diamondhead rubbed his chin in thought, “You know, these crystals are gonna stay around even after I transform back. Do you think we could sell them? I mean, that’s how Charmie and Hex got rich, right?”

“Charmie actually knows what she’s doing, unlike you, doofus,” Gwen grumbled. “Those crystals are a part of your body! They have your alien DNA! Do you want to get caught by SECT? And for that matter, not every crystal is a gemstone. We’ve been calling them diamonds, but they’re really not.”

“Party-pooper,” Ben complained, changing into human form. He opened the storage locker and pulled out Gwen’s laptop, “I wonder what’s on the news.”

Kevin sprawled on the floor, one set of hands folded under his chin and the other covering his head, “Ugh. Nothing good, I’m sure.”

Ben leaned against his shoulder and opened the laptop, “Probably. But, you know, I can still hope.”

“Hope that everyone suddenly becomes less stupid?” Gwen snorted. “Keep dreaming, dorkasaurus.”

Gwen read over Ben’s shoulder as he clicked through the news articles. “‘Aliens Brainwashed My Husband’? Sure, we totally believe it. ‘Illuminati Collecting Brainwaves Affect Government Decisions’? They’re already stupid, no help needed.”

“What’s an Illuminati?” Kevin wondered.

Gwen shrugged, “Some kinda secret order. It’s a conspiracy theory thing. Ask Driscoll: he’ll probably know if they are real or not. ‘Aliens Attack–’ Ben, wait! Scroll back!”

Her cousin jerked and scrolled up the list. “‘Aliens Attack a Jewelry Store in Tallahassee’. This one?”

Gwen nodded and stole the mouse from him to click the article open. She quickly skimmed through the text. Aliens robbing a jewelry store sounded… kinda small, all things considered. Very human. She would’ve thought it was just a regular robbery distorted by all the alien-related paranoia, if not for the pictures.

There was a photo of a safe with metal walls several inches thick. And one of its corners was bitten off.

“Wow. I don’t think even Ripjaws can bite through this much metal,” Ben commented. “Do you guys think it was an actual alien?”

Kevin shook his head, “Why would an alien come to our planet just to rob a store? It’s probably just a human with powers.”

“At any rate, superpowered criminals sound right up our alley,” Gwen said. “Let’s see if they hit any other places.”

A quick search had shown another place that had seemingly been attacked by the same robbers: a bank in Chicago. Judging by the photos, the massive vault door had been ripped off entirely.

“Can you guys pull off something like this?” she asked, wondering just how strong this criminal was.

Kevin squinted at the screen, “Probably? It’s kinda hard to tell.”

“As Four Arms, I think I can. Or maybe as Cannonbolt, if I can get enough speed,” Ben added. “Still, this guy is, like, Vilgax-level strong.”

“Or Xylene-level,” Kevin countered. “Doesn’t have to be physical.”

That was true. Gwen herself was perfectly capable of inflicting the same amount of damage with her magic.

“This is the opposite of narrowing it down!” she complained. “Ugh. I’ll try to find more info.”

After a few hours of research, they could finally piece together a description of the superpowered criminals. There were four of them in total: a humanoid crocodile, a cyclops, a guy with a lobster arm, and a guy best described as a human porcupine.

“I think the crocodile is the one who bit through that safe,” Ben mused.

“And the one who tore up the vault,” Gwen agreed. “So that’s a ‘yes’ on super-strength. What else can these guys do?”

“Porcupine guy probably has sharp quills. And if the lobster guy is anything like Kraab, his claw is gotta be pretty strong too,” Kevin added. “Not sure about the one-eye though.”

Ben shrugged, “Guess we’ll find out when we track these guys down. And speaking of: how are we gonna do this?”

Gwen wrinkled her nose, “I could’ve scryed if I had something of theirs but I don’t. And they’ve been hitting up places all over the country, so it’s not like we can guess where they’ll attack next.”

“Oh, I wouldn’t be so sure,” Kevin grinned and turned the laptop towards them.

“Annual jewelry exhibit comes to San Francisco,” Gwen slowly read from the screen before a matching grin spread over her face. “Well, would you look at that… We’ve got our target, guys!”

“Aren’t we supposed to keep a low profile?” Grandpa Max asked after they relayed the information. “I understand that you want to help, but this is just asking for trouble. Especially with SECT on our tail.”

Ben crossed his arms petulantly. “If you really wanted us to avoid trouble, you would’ve headed back to Bellwood,” he muttered under his breath.

Gwen jabbed an elbow under his ribs and hissed, “Don’t give him any ideas, doofus!”

Grandpa Max gave them both an unimpressed look, “There is a world of difference between saving people from immediate danger and going out of your way to hunt down some criminals.”

“San Francisco isn’t even that far. And these aren’t just any criminals: they have superpowers!” Ben countered. “We can’t just leave them for the cops to deal with!”

“Um, guys? I’ve just realized that… isn’t that kind of a problem?” Kevin asked hesitantly. “We really can’t leave them to the cops.”

Gwen frowned, “What do you mean?”

“What I mean is… if they were some kind of robots, we could’ve just destroyed them, right? And if they were regular criminals, we could’ve handed them over to the cops. But… they have superpowers. What kinda prison is gonna hold someone who can chew through steel?”

Ben froze. That was… a very good question, actually. “How did we deal with this before? Uh, did we deal with this before?”

“We… didn’t, actually,” Gwen said slowly. “Kraab captured Tetrax. And Vilgax took both Xylene and Technorg. The Limax escaped. And the people in Sparksville can deal with the Megawatt if it starts making trouble again.”

“Charmie and Hex took Archamada,” Ben added with a frown. “We destroyed the Tick and Xylene’s robots. Thompson is with SECT, which is totally gonna bite us in the butt later. And… I think that’s it. Everyone else we met that wasn’t a regular human was friendly.”

“So… what do we do?” Kevin asked.

Grandpa Max smirked and took out his phone, “We call someone who has better resources than us.”

“So, you’re hunting those guys too, huh?” Gwen asked.

“As I said before, anything extranormal is our business,” Driscoll replied through the loudspeaker on Grandpa Max’s phone. “We have managed to determine the most likely places that those criminals would attack next.”

“Is San Francisco one of them?” Ben asked.

Driscoll was silent for a moment. “…I really shouldn’t underestimate you, should I? Yes, that jewelry exhibit is the most well-known and thus the most likely to be attacked.”

“Well, glad to know that you have this well in hand,” Grandpa Max said. “Good luck catching those guys, Rick.”

“Wait, what?!” Gwen squawked. “We’re gonna help too!”

“Gwen, they’ve got it handled,” Grandpa Max hissed. “We don’t have to get involved.”

“Actually, a joint operation might be a good idea,” Driscoll said.

Grandpa Max gave his cell phone a betrayed look, “Rick, seriously?”

Driscoll laughed, “Can you really blame me for trying to assess the capabilities of my new allies, Max?”

“Well, it would be good to see the Knights in action too,” Kevin mused.

Ben clasped his hands together, “Come on, grandpa! If we’re allies, we gotta work together!”

Grandpa Max loudly sighed and dragged a hand down his face, “…Alright. I guess we’re going to San Francisco.”

“Nice place,” Ben commented, looking at the safehouse Driscoll had directed them to.

“I kinda expected something more like an abandoned warehouse or some kind of a military base,” Kevin said. Instead, the safehouse was a small nondescript building in a quiet neighborhood.

Gwen nodded at the black car parked near the front door, “Looks like someone’s already there.”

“Then let’s go say ‘hi’,” Kevin said and activated his transformation charm.

They headed towards the building and Max knocked on the front door.

A tall, black-haired man who was wearing surprisingly normal clothes opened the door and glared at them, “What do you want?”

Gwen raised an eyebrow, “What, didn’t your boss tell us we were coming? What kinda operation are you running here if you don’t know your own allies?”

The man stared at her blankly, “What.”

“You sure we got the right building?” Kevin whispered. “Maybe we should double-check with Driscoll?”

He yelped when the man grabbed him by the front of his shirt and yanked him closer, nearly lifting him off the ground, “How do you know this name?!”

“Let me go, you asshat!” Kevin hissed, ready to either zap the guy with electricity or return to his real form.

“Put him down, Connor,” a calm voice said from inside the apartment. “This is not the way we treat our allies.”

The man, Connor, stiffened and looked behind him, “Sir, are you serious? Allies?! These are just children!”

“I gave you an order, Connor,” the voice replied coldly. “I expect you to follow it.”

Connor scowled and released his grip.

Kevin jerked back and glared at him, automatically shifting into the same ‘don’t fuck with me’ mode he had used when he had lived on the streets. “Don’t you dare do this again, shithead, or I’ll kick your fucking ass!”

Connor twisted his upper lip in disgust, “…Foul-mouthed children at that.”

“I don’t give a shit about your opinion!” Kevin snapped back.

“Connor. Stand down and let our guests in or I will suspend you from this mission,” the same cold voice said.

The man ground his teeth together and stepped back, “…Yes, sir.”

Gwen fought the urge to kick the unpleasant man in the crotch. That would teach him how to be such a jerk! Judging by the way Ben was rubbing his wrist with his fingers brushing the Omnitrix dial, her cousin was thinking something along the same lines.

Kevin stomped inside with his head held high and radiating the same ‘touch me and die’ aura he had on the day of their first meeting. Gwen followed after him, wondering idly why he didn’t do this more often. Then again, she supposed that being an eight-foot-tall amalgamated monstrosity made him intimidating enough already.

“Welcome, friends, and please, forgive the rudeness of Agent Connor,” the man who had to be the leader of the strike team said. He was wearing metal armor similar to Driscoll’s bodyguards, although his mask was golden rather than silver and he also had a black, spiky crown.

“You must be Enoch,” Grandpa Max said.

As Driscoll had told them, he was too busy to lead the operation himself. Instead, the strike team of Forever Knights was going to be under the command of his right-hand man.

“That would be correct,” Enoch replied.

“You probably already know our names,” Ben said, “but still. I’m Ben, that’s my cousin Gwen, my friend Kevin, and Grandpa Max.”

Enoch inclined his head and laced his fingers together, “Pleased to make your acquaintance. Now, let’s not waste any more time and move on to the matters at hand.”

The Knights had staked out the area where the jewelry exhibit would be held – the de Young Museum in Golden Gate Park. (“Cool. Kicking criminal butt and sightseeing,” Gwen had commented. “Gotta love two-for-one deals.”)

According to their report, the security around the place was decent enough. For humans. However, there wasn’t anything that would stop the superpowered robbers in question for long.

“How much intel do you have on their abilities?” Max asked.

“Not enough,” Enoch admitted. “We know that the… crocodile man… has enhanced strength, bulletproof skin, and very powerful bite. The others are hard to pin down, since according to the eyewitness accounts and police reports, he did all the work.”

“So either the other guys are totally useless-” Gwen mused.

“-They didn’t need to do anything ‘cuz the gator-dude was enough–” Ben continued.

“–Or they are hiding their powers,” Kevin finished.

Enoch nodded, “Exactly. This makes it difficult to judge the kind of opposition we will face.”

“If we face them at all,” Max pointed out. “We don’t know for sure if this is the place they’ll attack.”

“That is correct. However, it is the most probable target. Our agents are covering the other possible locations.”

Ben shrugged, “Eh, whatever. Sure, I’d like more info, but we can handle those guys. Can’t be worse than a crazy Plumber with a robot army.”

Max winced internally. He didn’t particularly like thinking about Xylene.

“Don’t jinx us, doofus,” Gwen grumbled.

“At any rate, we do have one definite advantage: they will not be prepared for an opposition this strong,” Enoch said.

“And they’re also in it for the money,” Max added. “Meaning, likely to cut their losses and run, if push comes to shove.”

“The criminals are a cowardly and superstitious lot,” Kevin snickered and tapped his chest right beneath the magic necklace. “Bet they’re not gonna expect something like us!”

“The operation is ready to begin,” Agent Steel reported.

“I’ll withhold congratulations until we have the shapeshifter in our hands, but I must admit, Menagerie has performed well,” his superior said. “This project really does have promise, especially if we combine it with Quicksilver.”

“Thank you, sir,” Steel replied, biting back anything he wanted to say in response to Daniels taking his subjects.

“What is your current prognosis?” his superior asked next.

“San Francisco jewelry exhibit is a very obvious target. If they are even half as smart as our profilers say, they will take the bait. We have also been careful to only expose the abilities of one of the subjects, codename Caiman. This leaves Cancer, Echidna, and Cyclops as complete unknowns for the enemy.”

“And not just them!” Daniels said brightly. “Don’t forget: we’ve got an ace in the hole! The first Quicksilver-Menagerie subject is ready.”

He gestured to the side and the new cyborg stepped closer, unable to do anything but obey the orders of the technopath.

“Say ‘hi’ to Hypnos!”

To Ben’s great disappointment, Connor was still part of the mission. The only consolation was that he wasn’t assigned to their team. Instead their current Knightly team member was Agent Morton: a tall, bulky, and cheerful guy, who was much friendlier than that jerk.

In order to muddle their trail a little, they left the Rustbucket outside the park and instead were lying in wait in a surprisingly spacious van provided by Enoch, until the undercover agents that were inside the museum itself gave the signal.

Morton was in the middle of telling a rambling story about a mutant dog and an alien spaceship which Ben honestly couldn’t decide whether he believed or not, when Enoch alerted them that the criminals had been spotted.

Ben grinned and activated the Omnitrix. It was showtime!

Gwen clicked her bracelets together, activating her disguise, and jumped out of the van. Kevin phased through the wall right after her, while Ben took a second to use the Omnitrix and turn into Wildvine. It was a pretty good choice, all things considered. The Florauna transformation was fairly strong and versatile: exactly what they needed when they didn’t know much about the enemy.

Grandpa Max put his helmet on and stepped outside, flicking off the safety on his pulse rifle. “Come on, let’s give our visitors a warm welcome.”

Morton brandished his electric mace, “These scoundrels will not know what hit them!”

There were armed guards placed at every entrance of the museum. The robbers bypassed them by simply breaking through the outer wall.

“Neat trick,” Kevin commented under his breath, “but I can do better.”

He turned invisible and intangible and flew towards the center of the museum. He could see the robbers filling duffel bags with various pieces of jewelry, but Kevin didn’t engage them. Enoch had assigned him the task of running recon and extracting civilians still on the scene, so that was what he was going to do.

Thankfully, most people had enough common sense to run from the superpowered criminals, and the robbers in question seemed more interested in filling their pockets than attacking innocent people. Kevin dropped his intangibility and used his super-speed to grab the few remaining civilians and quickly drag them out. The moment he let them go, they screamed and ran away, more afraid of Kevin than the criminals.

That kinda hurt but Kevin didn’t let himself dwell on it. He touched the communicator that the Knights provided him with and gave an all-clear.

“The guards have been removed,” Enoch reported back. Regular people with regular weapons had already proven to be ineffective against those robbers, so the Knights needed to get the security forces away from the museum too. “Begin the attack.”

The moment Enoch gave his order, Ben burst through the floor of the museum right between the robbers. He extended his arms and wrapped them around the two closest to him: the porcupine guy and the lobster dude.

It was, apparently, a bad choice, because the porcupine guy extended the sharp quills on his forearms and slashed Ben’s arm into pieces. The lobster guy severed his other arm with a single move of his pincer.

Ben quickly dove underground, giving himself a few seconds to regenerate his limbs, then jumped back out. The gator met him with a punch to the face and Ben felt his head burst apart. It didn’t hurt – Florauna didn’t really feel pain – but losing his primary eye was still disorienting. Thankfully, the secondary eyes on his shoulders were still intact.

Ben could see both the lobster guy approaching from behind him with his pincer raised and the gator about to bite him in half. Ben jabbed the lobster dude in the gut with one of his vine-like legs, then grabbed one of the pods from his back and shoved it between the gator-guy’s jaws. And while the gator bit off his hand in retaliation, the explosion of the organic grenade made him cough and stagger back.

Then Kevin appeared from thin air and hit the guy with enough strength that he flew at least a dozen feet back.

The cyclops’ eye glowed pale green and released a beam of energy. Kevin blocked it with his crystal arm and Gwen, who had just arrived on the scene, called up a magic whirlwind that lifted the robber into the air and slammed him into the ceiling.

He wasn’t trapped for long. The porcupine grabbed the quills on his forearms and they extended and detached, forming into two long, sharp staves, which he had promptly attacked Gwen with. She blocked him with a magic shield but she couldn’t keep the wind spell active at the same time.

The whirlwind vanished and the cyclops landed on his feet, aiming his eye-beam at her. Before he could shoot though, he was shot himself. Grandpa Max shot the porcupine next, knocking him off his feet.

The gator climbed back to his feet and charged at them but got another face-full of pod bombs, before getting an electric mace to the gut, courtesy of Agent Morton. More Knights had arrived, peppering the gator guy with blasts from their energy lances.

The lobster guy tried to attack Ben from behind, only for Gwen to grab him with a telekinetic spell and throw him into the cyclops who was only just starting to rise.

The porcupine was back on his feet again. He lengthened and detached his quills and threw them at Morton, distracting the Knight enough for the gator to get a hit in. It was strong enough to send Morton flying, but Kevin didn’t let him attack again. He flew above the gator-guy and dropped straight down, pile-driving him into the ground.

The gator struggled to get back to his feet, but once he did, Grandpa Max downed him with a shot from his rifle.

Ben caught the quills that the porcupine threw their way and burrowed underground, erupting right under the cyclops who was charging another eye-beam. Ben wrapped his limbs tightly around him and shoved him face-first into the broken floor. The lobster guy tried to free him but Grandpa Max threw a sonic grenade in his face, leaving him slumped dazedly on the floor.

One of the Knights threw an electrified net at the porcupine. The criminal dodged it but Gwen grabbed the net with another telekinetic spell and threw it over him, taking the guy out of commission.

This left the gator-guy.

He was a tough opponent, but between Kevin, Gwen, and the team of Forever Knights the fight was over fairly quickly.

Ben sighed in relief. He could feel his time limit approach and he’d really rather not show his human face to this many people. The Knights handcuffed the robber he had been holding, allowing Ben to release him and escape before the Omnitrix timed out.

He bolted outside through the broken wall and not a moment too soon: as if it had been waiting for this, the alien watch turned him human in a flash of red light. Ben cringed and hastily looked around, hoping nobody saw that. Thankfully, no one was around, other than–

“…Connor?” Ben asked incredulously. Why was that jerk just standing there? “Why aren’t you helping the others? Did you spend the whole operation doing nothing while we were fighting in there?! You’re so gonna get fired when I tell Enoch about this!”

The man stayed silent and stared at him blankly.

Ben scowled, “Hey! The hell is wrong with you, dude?!”

In response, Connor whipped out a blaster and shot him point-blank.

Chapter Text

Ben woke up to a raging headache and exhaustion laced through his bones. He groaned miserably and covered his head with a pillow. He felt like a herd of mutant elephants were having a dance-off on his back.

Then he gasped and sat up, looking wildly around with his hand on the Omnitrix.

Connor! That guy had shot him!

“Ben, you’re awake!” he heard Gwen’s voice say.

Ben stared uncomprehendingly at his cousin then looked around the familiar insides of the Rustbucket. “Wha…? Where–?”

“It’s okay, Ben,” Grandpa Max said. “You’re safe.”

“But you did get knocked out for a bit there,” Kevin added. “You okay, dude?”

Ben squeezed his eyes shut, trying to think through the headache, which, thankfully, was starting to fade a little, “What happened?”

“What’s the last thing you remember?” Grandpa Max asked.

“Connor shooting me.”

Grandpa Max nodded, “As it turned out, he had been secretly working for SECT. He tried to kidnap you.”

“But Gwen totally kicked his ass!” Kevin grinned. “Man, you should’ve seen her!”

Gwen blushed and elbowed him slightly, “Kevin, really…”

“What? It’s true! You were totally awesome!” Kevin leaned closer and whispered, “You’re not gonna believe this, but Gwen went Anodite!”

Ben felt his eyes widen, “Really?”

Gwen nodded with an awkward smile, “Yeah. When I saw that– that asshole shoot you, I was so angry, I just… totally flipped out.”

“She wiped the floor with him! It was amazing!” Kevin laughed.

Gwen rubbed the enchanted ring she got from her future self, “I’m just glad this thing stopped me from going completely nuts. It was… a lot.”

“Man, I get knocked out for all of five minutes and I miss all the cool stuff,” Ben complained. “I wish I could’ve seen it!”

“Well… You still might?” his cousin said unsurely. “I think I remember how it felt to change forms like that. I might be able to do this again even if I’m not angry. And… Well. The ring works, so I know I’m not gonna do anything too crazy.”

Ben grinned in delight, “That’s awesome! You gotta try it! Right now!”

“Maybe not inside the Rustbucket,” Grandpa Max smiled. “Also, don’t you want to know what else happened while you were out?”

“Or get some food?” Kevin suggested. “We have pizza.”

“Both!” Ben gleefully rubbed his hands together and jumped off the couch, the headache already a distant memory.

For all that the previous day involved him getting shot by a traitorous jerk, this day was starting to look rather promising.

“So what happened to that traitor? And the robbers?” Ben asked between the bites of pizza.

“The Knights bagged them. Turns out, they’ve been working for SECT too,” Gwen replied.

“And they knew some really useful stuff,” Kevin added. “The kind of intel that let Enoch track down the guy in charge of SECT!”

“No way!” Ben gasped.

Gwen smiled, “That’s right: they’ve found the head honcho! And now they are ready to arrest him! And without him to bankroll them–”

“–SECT is history!” Ben crowed. “Oh, man, this is totally worth getting shot for!”

The sheer relief he felt at the realization that the biggest Earth-side threat soon would be no more was beyond description, leaving him at a complete loss for words. He just kept chewing with a happy smile on his face.

Once he was done with the food, Ben went to wash his hands. He entered the tiny bathroom, whistling a cheerful tune under his breath, but a single glance at the mirror made him freeze.

His reflection… wasn’t his.

The Ben in the mirror had glowing purple eyes with black sclera and ashen-grey skin and he moved even when Ben himself was standing utterly still.

“Who are you?” Ben whispered. He leaned closer to the mirror and brushed his fingertips over its surface.

His reflection pressed its hand to its side of the mirror and mouthed something.

Ben shook his head, “I can’t hear you.”

His reflection slashed at the mirror with its long black talons. It shouted something – or, at least, it looked like it was shouting because Ben still couldn’t hear anything.

“Ben? Who are you talking to?” Gwen yelled from the outside.

Ben instinctively turned in that direction. When he looked back, his reflection was his own again.

“You think someone’s trying to communicate with you?” Grandpa Max asked.

Ben nodded, “Yeah, like Gwen’s magic mirror.”

“Except the mirror in our bathroom is a regular one,” Gwen pointed out. “And I didn’t feel any magic. You sure you weren’t just seeing things?”

“Oh, come on! When was that ever the right answer?” Ben scoffed.

His cousin raised her hands in surrender, “Okay, you have a point.”

Kevin crossed his arms, “I don’t like this. If someone’s trying to contact you, then they must know who you are.”

Grandpa Max nodded, “Kevin is right: you should be careful. We have enough enemies as it is. If there’s someone who knows your identity…”

Ben frowned, “But what if this person needs our help?”

For all that it tried to claw through the mirror, his reflection didn’t look threatening. If anything, it looked scared.

“Okay, how about this?” Gwen suggested. “I’ll call Charmie and ask if she knows anything that might help. And in the meantime, you stay away from mirrors, just in case.”

“…Alright,” Ben sighed.

“And just so you don’t wind yourself up too much while we wait,” Kevin added, “how about we put on a movie and I try to map out your alien DNA some more?”

“Sounds like a plan,” Ben nodded and took out Gwen’s laptop. “Anything you wanna watch?”

Kevin waved a hand dismissively, “Nah, you choose.”

Ben shrugged and clicked on the first title that looked half-way interesting. Then he activated the Omnitrix and transformed into Grey Matter.

Or, at least, he tried to.

“Ghostfreak?” Kevin asked. “Oh, well. This works too.”

“Aren’t you supposed to go through the aliens one by one?” Ben wondered.

Kevin wave a hand, “Sorta, but to be honest, I’m getting kinda sick of Grey Matter. Feels a bit like I’m trying to bash my head through a wall, except hitting an actual wall would’ve had at least some effect.”

“Change of scenery?” Ben asked and floated down to settle at Kevin’s side. “Can’t say I blame you.”

Kevin wrapped his right arms around him and Ben fell silent, allowing his friend to work in peace. (He couldn’t wait for the day Kevin could finally control his powers.)

“Charmie says she can’t really do anything remotely. She needs to see you in person,” Gwen said after a quick conversation with the mage in question.

“To Las Vegas then?” Grandpa Max asked and headed towards the driver’s seat. “Don’t worry, I’ll get you there in no time.”

“I’m not worried,” Ben grumbled. (He was worried, actually, but less for himself and more for the person that was trying to contact him.)

He looked at the window where he could see his reflection. It didn’t look human(ish) anymore. Instead, it took the shape of Ghostfreak, just like Ben himself. Except unlike him, it didn’t have its outer skin on. It was trying to tell him something once again, but with its upside-down head, Ben couldn’t even try to read its lips.

He racked his brain, trying to think of a way to communicate. He wasn’t sure his reflection even realized that Ben couldn’t hear it. Maybe it couldn’t hear him either? Ben had to tell it somehow. Maybe write it down…?

“Ben, look!” Kevin gasped loudly, ripping him out of his thoughts.

He stretched his lower hands in front of him and to Ben’s surprise, it looked like the huge black talons were shrinking. In a few seconds they disappeared entirely, leaving behind only Wildmutt’s blunt claws.

“You did it,” Ben whispered in awe. “You actually did it!”

Kevin stared at his hands, flipping them back and forth, “I- I think I get it now… Ben, I know how to do this!”

He shuddered and arched his back and his translucent insectoid wings began to recede, as if pulled in by some invisible force. The glowing yellow cracks on his upper left arm started to close and the pale green crystals on his upper right arm sank under his skin. His tail and lower arms twitched and shrank, as did his whole body. His metal mane writhed and lost its circuitry pattern, his gills vanished, and his face returned to human proportions.

In less than a minute, Kevin looked fully human.

“I can shapeshift…” Kevin whispered. He raised his hands and they rippled into molten magma that was quickly replaced by crystals. “I can control it!”

“You can shapeshift!” Ben yelled happily and pulled his friend into a hug.

“I can shapeshift!”

“You can shapeshift!”

It felt like getting to Las Vegas took no time at all.

“We weren’t that far away,” Grandpa Max shrugged. “And time flies quickly when you’re happy.”

Ben smiled blissfully, “Today is a really good day.”

“And it’s gonna get even better once Charmie and Hex deal with your reflection,” his cousin piped up.

“And after that, you gotta show me your Anodite form!” Ben added excitedly.

Gwen laughed, “Sure thing! Especially since we really do need to train now that Kevin can control his powers.”

“No arguments from me,” Kevin smiled.

The gates of the familiar mansion swung open in invitation and Grandpa Max drove them in.

Charmcaster was already waiting for them. The moment the RV stopped, Gwen jumped out to give her a hug.

“Hey, guys! Long time no see!” the mage smiled. “What new disaster are you bringing to our doorstep now?”

“I hoped you’d tell me,” Ben replied, exiting the Rustbucket.

The mage rubbed her chin in thought, “While you were driving here, I hit the books and I’m pretty sure I know what’s going on with you. I just need to run a couple of tests to confirm it.”

Charmcaster had dragged him into the basement lab and kicked the others out, saying that she needed some peace and quiet to work. Hex had only shrugged and said that if his expertise wasn’t needed, he would be in the kitchen making lunch.

Ben didn’t really need to do anything other than sit still while Charmcaster wove her spells around him. She was done fairly quickly, seemingly confirming whatever her theory was.

“Alright, I know what the problem is,” she said. “Come on, I don’t want to repeat myself.”

They left the lab and entered the kitchen where Hex was almost done with the food.

“So, what’s the verdict?” Gwen asked.

“It’s really nothing to worry about,” Charmcaster said. “It’s just a doppelganger.”

“A what?” Ben asked.

“Doppelgangers are beings that live in another dimension. They can travel through mirrors, possess and distort reflections, but they are harmless, really. I mean, seeing one of them can be a little spooky and they like messing with people, but they can’t really do anything. Just ignore it and it will eventually get bored and go away.”

Ben frowned, “Are you sure? It looked scared. Like it needed help.”

Charmcaster shrugged, “Like I said, doppelgangers like messing with people. It’s probably just pranking you.”

“Which means that the less attention it gets, the faster it will leave,” Grandpa Max said.

Just ignore it, huh? Well, that should be easy, considering what a great day Ben was having.

He could almost call it perfect.

“Training! Training! Training!” Gwen and Kevin chanted and rushed outside the moment they finished eating.

“Don’t you dare ruin our lawn!” Charmcaster hollered.

Ben laughed gleefully and followed after his friend and cousin. He couldn’t wait to see their new skills in action!

A movement in the corner of his eye caught his attention and Ben paused. There was a mirror on the wall and his reflection was once again possessed by the doppelganger.

Ben crossed his arms and scowled at the creature, “Charmie told me what you are. Stop messing with me!”

The doppelganger pressed the tip of one claw to its side of the mirror and slid it down. Then up at an angle. Then down and up again.

Then it lifted its claw and lowered it slightly. Pressed it back to the mirror. Dragged it up and down. Drew a horizontal line.

It looked like–

“Hey, doofus!” he heard Gwen shout through the door. “Did you get lost there or something?!”

Ben jerked and turned away from the mirror, “I’m coming!”

He pushed the doppelganger to the back of his mind and ran outside. He had more interesting things to do than trying to decipher whatever kind of prank the interdimensional creature was trying to play on him.

On the first glance, Gwen’s Anodite form didn’t look much different from her disguise, but Ben could feel the raw power radiating from her. Instead of standing on the ground, she was floating in the air, and her hair was long tendrils of magenta light that reminded him of Gwendolyn from the future-that-wasn’t.

“Come on, cast something!” Kevin urged. “You’re probably ten times more powerful like this!”

“The lawn! Don’t damage the lawn!” Charmcaster shouted from the sidelines.

Gwen giggled, “Okay, I’ll be careful! Perturbo!”

With a wave of her hand, a magenta construct took shape in front of her. First a high, narrow ladder stretched into the sky, then tall support struts grew from the ground, and a long, winding slide curved down. Lastly, a tall open box formed at the bottom of the slide.

“Tempestus Aquatica!”

A stream of water burst from Gwen’s hands and quickly filled the box, turning it into a pool.

She spread her arms with a smile, “Ta-da!”

Kevin pointed at the construct, “Now that looks like fun!”

“And I don’t feel tired at all!” Gwen cheered. “I have so much mana, it’s like the spell isn’t even there!”

“Meaning…?” Ben hedged.

His cousin smiled, “Meaning this water slide will be there for as long as I want.” She flew up and stood at the very top of the slide, “Come on, guys! No time like the present!”

After splashing in the pool for what felt like hours, Ben sprawled on the blanket-shaped construct that his cousin had created on the lawn. Gwen had dismissed the water slide, but she said that she could recreate it whenever she felt like it.

Ben folded his hands behind his head and looked into the clear blue sky, “This is so cool… You’re awesome, dweeb, you know that, right?”

Her magenta hair writhed and flared a little brighter. “I know, but you can say that again, doofus.”

“Of course she is awesome!” Kevin grinned. “Was there ever any doubt?”

He stood up and a wave of transformation washed over him, painting his skin blue and reshaping his feet into organic wheels. He vanished in a blur of super-speed and returned in a few seconds with a plate of sandwiches.

Kevin put the plate down and changed back to human form, “Don’t know about you guys, but I’m a bit hungry.”

Ben sat up, immediately interested, “Count me in.”

Gwen rubbed her hands together and grabbed a sandwich for herself, “Oh, good thinking!”

After they polished the plate, Kevin made grabby hands at the Omnitrix, “Okay, my turn now. Gimme your new aliens, Ben!”

Ben smiled and dialed Cannonbolt, “Sure thing.”

However, the alien watch refused to obey him.

“Ghostfreak again? Is this thing broken?” Ben wondered, poking the hourglass dial on his chest. It didn’t look damaged, but it wasn’t like Ben had any idea how the alien weapon worked in the first place.

He huffed irritably. Maybe this was why his reflection had Ghostfreak’s eyes and claws: the doppelganger was probably making fun of his broken watch.

Ben frowned slightly. No, that didn’t seem right. The doppelganger had appeared before his troubles with the Omnitrix began. How could it have possibly known about it?

Maybe the doppelganger was the one who broke it? But didn’t Charmcaster say that these creatures couldn’t affect anything in their dimension?

Something here didn’t add up and it was seriously starting to bother him. Despite Charmcaster’s dismissive words, Ben wanted to talk to the doppelganger again. The last time he saw it, it looked like the creature was tracing letters with its claws, so maybe–

A dark shadow fell over him. Ben looked up and his eye widened at the sight of a gigantic spaceship descending from the sky. For some reason, its dark, angular hull that was split in half lengthwise looked familiar.

He pointed at the ship with a slightly shaking hand, “Guys? Are you seeing this?”

“Oh no…” Kevin whispered. “Please, tell me this isn’t the Plumbers!”

“No, it isn’t,” Grandpa Max said.

Ben turned to him and saw that his grandfather was smiling.

“Don’t you recognize this ship, kids? It’s Chimerian Hammer.”

Now that he said it, Ben recognized it too. After that whole ordeal with Technorg and Xylene, it took them some time to get back to Earth from the Plumber sector of space. Psyphon had shown them the schematics of the ship, among other things, just to keep them from being bored.

Well, that explained why the spaceship looked familiar. What it didn’t explain was what the hell Vilgax was doing here or why he decided to bring the whole ship down instead of using the teleporters. (Though Ben had to admit, seeing Chimerian Hammer up close was unbelievably awesome.)

By the time the ship descended fully, Ben had returned to human form and was trying hard not to go into a full-blown panic. He couldn’t think of a single reason for Vilgax to drop in unannounced like this that didn’t involve the Plumbers.

“Gotta say, their pilot is pretty good. I’ve no idea how they managed to fit an entire spaceship in here,” Charmcaster commented and sighed sadly, “My poor lawn…”

“Gotta be poor Earth if this means what I think it means,” Ben nervously replied.

Once the ramp was lowered, he ran towards it, Gwen, Kevin, and Grandpa Max following at his heels.

Vilgax was waiting right at the entrance, flanked by Psyphon, Kraab, and SixSix.

Ben skidded to a halt in front of him. “Vilgax! What happened?! Is it the Plumbers? Have they found me? Are they gonna attack Earth?!”

Vilgax let out a raspy laugh, “All is well, child. No need to worry.”

“That’s… good?” Ben said slowly, his panic replaced with confusion, and gestured at his surroundings. “But why the ship?”

From the corner of his eye, he noticed his reflection on a polished metal wall. It was tracing letters with its claws.

Down-up-down-up. W.

Up-down-sideways. A.

Down-up-down–

“I apologize for the inconvenience,” Psyphon said and Ben lost track of the doppelganger, “but our teleporters are undergoing repairs and something in this place is blocking communication signals.”

Gwen made a noise of understanding, “That’s probably the magic wards. They can seriously mess with electronics.”

“So, why are you here?” Kevin asked. “Not that we aren’t happy to see you…”

Ben got the impression that Vilgax was smiling under his breathing mask. “For once, I bring nothing but good news. Xylene’s defeat at your hands has allowed us to make a move against the Plumbers. Hopefully, this war will be over soon.”

“That’s amazing!” Gwen gasped.

“Best news ever!” Kevin laughed.

“As for why I am here…” Vilgax continued. He took a step towards Grandpa Max. “We have a lot of history, Max. A lot of differences. We have spent years fighting on different sides. But once upon a time we had been friends. I would like for us to be friends again. Will you come with me, Max? Will you fight by my side?”

Grandpa Max looked completely at a loss for words, “Vil, I– I would love nothing more than to sail between the stars again but I can’t abandon my kids.”

Vilgax simply nodded, as if he had expected this, “I understand, Max. We all have our responsibilities.”

Grandpa Max smiled and stretched his hand, “Can I still call you my friend, Vil?”

Vilgax shook the offered hand, “Always, Max.”

Ben couldn’t help but smile at the sight. He never thought he would ever see them become friends again. This day was incredible. What were the chances that everything would come together so perfectly?

The smile slowly slid off his face. Really, what were the chances?

What were the chances that the biggest Earth-side threat would be taken down so easily?

What were the chances that the Plumbers who controlled several star systems would be weakened by a loss of a single agent?

What were the chances that Gwen would manage to turn into an Anodite this easily when she couldn’t even touch those powers before?

What were the chances that Kevin would learn to control his shapeshifting this quickly when it should’ve taken him months of hard work?

What were the chances that after everything that happened between them, Vilgax and Grandpa Max would be friends again?

What were the chances?

Ben could see his reflection silently screaming at him. He could see the shape of the letters it was tracing on the wall with its claws.

‘Wake up, Ben. Wake up!’

“…Ben? What’s wrong?” Gwen (the thing that looked like Gwen) asked, making him realize that he had been backing away from them.

He laughed hysterically, “Everything! Everything is wrong! This whole world is a lie!”

“What are you talking about?” Kevin asked. (No, this wasn’t Kevin. This thing wasn’t his friend.)

“Ben, please, calm down,” the thing that pretended to be Grandpa Max said. It raised its hands and slowly tried to approach him.

“Stay away from me!” Ben screamed and hit the dial of the Omnitrix. Its green light washed over him, turning him into Ghostfreak once again.

He didn’t know and didn’t have time to wonder why, but for some reason this shape felt right.

Ben turned intangible and dove into his reflection. He couldn’t help but gasp at what he saw beyond it: a void full of twisting colors, an infinite spiderweb of blue circuitry.

And then he screamed in terror because he was human again and he was falling into the bottomless abyss.

Striped tentacles wrapped around him, stopping his fall, and Ben stared into the inverted skull-like face of his savior, “…Ghostfreak? Or… doppelganger?”

“Interference, that’s what you are!” somebody hissed. “I don’t know how you’re doing this, but you’re going to stop or I’ll make you stop!”

Ghostfreak laughed, “Too late! Ben has seen through your lies!”

The void glowed brighter. The web of blue light writhed and collapsed in on itself, coalescing into a single point: a blond boy around Ben’s age who was standing on thin air.

“Do you think this will save you?” the boy asked in a tone that aimed for innocent and missed a few miles. Strange blue circuitry lit up in his eyes. “I control this world!”

A patch of crimson metal appeared under his feet. It grew into a massive sphere that unfolded, forming six spindly legs and a giant cannon.

The ground faded into existence beneath the robot’s legs, cracked and scorched and slick with blood. Torn-apart buildings stretched into the crimson sky, some barely more than rubble.

Rubble and half-buried corpses.

Ben wanted to scream but the stench of smoke and burning flesh made him choke.

“Didn’t like the perfect dream I gave you, did you?” the boy sneered.

His eyes glowed again, not blue now but purple, and his skin changed color to pale green. He grew in height, his legs reshaping and a long tail stretching out behind him. Two tentacles grew down the sides of his head and his clothes changed into a familiar Plumber uniform.

Xylene spread her arms and laughed, “Welcome to your worst nightmare!”

Chapter Text

The trackers that the Knights used for their weaponry had been deactivated, but the scrying spell showed that Ben was somewhere in Mojave Desert. Most likely, Connor was in the same location.

The location that the Rustbucket and their entourage of Forever Knights were now heading to.

Gwen paced down the length of the RV like a caged animal. “When I get my hands on that traitor…” she hissed.

“I refuse to believe that Connor betrayed us!” Enoch snapped without looking up from his laptop. “I understand that your first meeting was unpleasant, but I have known him for years. He is not a traitor and he would never willingly ally himself with the likes of SECT!”

“Then why the hell did he kidnap my cousin?!” she snarled back.

“That is exactly what I am attempting to find out,” Enoch tensely replied. “The footage we have retrieved from the museum security cameras might contain the answer.”

Gwen let out a wordless growl and resumed her pacing. Her anger was almost suffocating in its intensity but a part of her wanted it to burn even brighter. Burn until there was nothing left: not her friends, not her enemies, not even herself. Until all that remained was the magenta light of destruction.

Then her hand pulsed with freezing cold and Gwen gasped, returning to herself. She glanced down and saw the enchanted ring glow pallid white.

…Right. She couldn’t allow her emotions to run unchecked.

The cold lessened, no longer needed, when Gwen got a better grip on herself, but the strange angular glyphs that she still couldn’t decipher remained visible on her skin as a reminder.

“Gwen, look!” she heard Kevin call.

She stared at the screen of Enoch’s laptop her friend was pointing at, which was showing the footage from the security cameras. Connor was one of the Knights that had been guarding the perimeter. Gwen watched as a short figure dressed in silver approached him. The Knight pointed his kinetic blaster at the person, before suddenly lowering it. After a few seconds the person moved on and Connor followed after them.

Another video shot from a different angle showed them passing right under the camera and Gwen gasped in recognition, “That’s– that’s the guy from the circus! The ringmaster! The one that could hypnotize people!”

“Are you sure that’s him?” Kevin asked.

Gwen nodded, “I’d recognize that stupid haircut anywhere.”

This meant Connor really was innocent: he was just hypnotized! But why was the ringmaster working for SECT in the first place? And what the hell was he wearing? Some kind of patchwork silver armor?

The video from a different camera showed Connor shooting Ben and carrying him away, accompanied by the ringmaster.

Gwen ground her teeth in rage. She was going to find that guy and tear him limb from limb!

Connor stiffly walked down the grey corridors of the SECT base he had been taken to. Whether he was a prisoner to be interrogated or a hostage to be bargained with, still remained to be seen.

Fortunately, the cyborg had released him from the mind-control, most likely in order to concentrate his attention on the changeling child. That was his first mistake because even with his hands bound and with two armed guards, Connor was still an elite Knight.

He pressed his tongue to the false tooth that was hiding a rather useful piece of technology. Oh, they did take his weapons and armor and they had searched him well, but their mistake (their second mistake) was assuming that Connor had nothing else hidden on him.

He carefully dislodged it and squeezed the small device between his teeth. Connor counted seconds in his head and spat out the piece of alien tech without breaking his stride. Two seconds later he dove forward, putting as much distance as possible between himself and the guards who were now right above the device.

The device – a miniature stun bomb – lashed out with a pulse of energy that brought the guards to their knees.

Connor jumped back to his feet and knocked out his dazed enemies with a few precise kicks. He quickly unlocked the handcuffs with the key he found on one of the guards and grabbed their weapons. He would much prefer to have his kinetic blaster and energy lance back, but beggars couldn’t be choosers: human assault rifles would have to do.

Now he just had to get through the rest of the SECT agents who would soon know about his escape, save the bratty changeling, and get the hell out of this place (and, preferably, blow it all up to kingdom come).

…Well. If he wanted a calm life, he wouldn’t have joined the Forever Knights in the first place.

Caiman. Echidna. Cancer. Cyclops.

Four best Menagerie subjects. Four mutants that worked for SECT willingly.

And Daniels had lost them!

Steel glared daggers at the technopath, “Is there a reason you haven’t used Hypnos to free the rest of Menagerie, Daniels?”

The specialist frowned slightly, “Well, yeah? Hypnos has his limits, you know. And with the Knights being there, I had to prioritize. Securing the shapeshifter was more important.”

Steel growled under his breath and resumed his irritated pacing. He hated when Daniels was right. Damn it all… He should’ve realized that those medieval rejects would sooner or later poke their noses in. His failure to account for it had cost him half of Menagerie. And the useful half at that!

This entire operation was a disaster, though at least they finally managed to capture the shapeshifter. Right now, Hypnos was using its abilities to keep him subdued under the technopath’s orders, while Daniels himself was studying the alien device that gave him those powers.

Steel glanced at the shapeshifter. Why did it still look human? Daniels said that the device was inactive. Was it possible that–

“How much time do you need?” Steel asked, forcing himself to focus on the problem at hand.

He had no doubt that the Knights wouldn’t abandon one of their agents and neither would the shapeshifter’s allies leave them be. He didn’t think this base would be able to handle their combined assault.

Daniels winced, “We’ll probably have to move him again. Maybe to Bermuda: it’s way better equipped and no one is gonna bother us underwater. It’s just… This device is so complicated! Compared to those robots we got from Rushmore, it’s like an atomic clock next to a sundial. I can barely make heads or tails of it.”

Steel rubbed the bridge of his nose, “Can you at least remove it so we can study it in peace? At the very least we’ll have one enemy less.”

Daniels shook his head, “No, I can’t take it off. And cutting off his arm or just killing him is a pretty bad idea too. This bracelet on his wrist is just the tip of the iceberg.”

The technopath waved his hand and a nearby computer screen lit up with an image of a full-body X-ray scan. There he could see the circuitry growing from the device and spreading beneath the shapeshifter’s skin. It was woven through his muscles and laced over his bones, growing up his shoulder and stretching towards his spine.

Steel shuddered in disgust but in some strange way seeing this was a relief. Even if the shapeshifter had really been human at one point, he clearly wasn’t one anymore. (Just another monster, one that wasn’t even from Earth. How utterly disgusting.)

“Beautiful, isn’t it?” Daniels said with a smile that was more than a little disturbing. (It was easy to forget that the specialist was a monster too, just a domesticated one.) “Quicksilver required so much work but I couldn’t even dream of creating something so intricate. We can’t harm him. We can’t. I don’t want to damage this masterpiece.”

Alarms blared overhead and Steel glared at the technopath, “Then you better hurry the hell up. We have just run out of time.”

Connor swore under his breath as the enemy soldiers gathered behind the metal door of the small room he had managed to barricade himself in. Damn it all… And he had almost managed to reach the weapons storage too.

If he had his gear, he could’ve dealt with the enemy, but with no armor and only a regular rifle as a weapon, there wasn’t much he could do.

Connor glanced around the room (some kind of an archive, it seemed, considering the metal cabinets full of papers lining the walls) searching for anything that might be useful. His gaze fell on the fairly large vent in the ceiling. It was set rather high, but if he moved one of those cabinets…

By the time SECT soldiers broke through the door, there was no trace of the Knight left.

Gwen didn’t have the skill to craft a scrying spell good enough to point to her cousin’s exact location, so they had to search the entire base on foot.

Grandpa Max, along with an assault team of Forever Knights was currently playing distraction. They kept the majority of SECT forces busy in a rather nasty-sounding skirmish (she could hear the explosions even here), but as the most powerful people around, Kevin and Gwen were tasked with retrieving Ben. (Although they were going after Ben no matter what anyone said, it was still nice of Enoch to recognize their skills.)

Kevin bashed through wall after wall and Gwen reflexively pressed closer to his back, hiding from the debris. She hadn’t used any spells yet and only used her blaster on the few people they encountered, trying to save up on mana. She had a feeling she was going to need it.

And she was proven right soon enough. The next area that Kevin barged into had a squad of armed soldiers waiting for them, led by the unpleasantly familiar blond man with a scar across his face.

Gwen hastily raised a Contigo, shielding them both from a hail of bullets. Her eyes widened in horror when several grenades were thrown their way. There was no way her spell could handle them all!

“Get us out, now!” she shrieked.

Kevin pivoted around and darted out the way they came with all the speed he was capable of. “That was one hell of a wrong turn,” he gasped breathlessly when explosions rattled the walls.

No kidding. Gwen could feel her magic shield shatter behind them and she quickly raised a new one to stop SECT from shooting them in the back, although she knew that the spell wouldn’t last long under their assault.

Damn it… Where the hell was her cousin?!

“Come out, come out, wherever you are!” Xylene’s malicious voice sang from above, accompanied by the heavy robotic footsteps that made the ground tremble.

Hidden inside a broken carcass of a building, Ben could hear the whine of a charging laser. Then another explosion echoed across the half-demolished city. The stench of smoke grew stronger, making him nauseous.

“He’s toying with us,” Ghostfreak hissed. “You have to fight back, Ben!”

The alien (reflection? doppelganger?) had his hands clasped over Ben’s shoulders. His cold, not-quite-substantial touch was the only thing that kept Ben from spiraling into mindless panic.

“…How?” Ben whispered and lifted his left arm, showing the grey dial of the alien watch. “The Omnitrix doesn’t work.”

Ghostfreak shook his head and tightened his grip, “It doesn’t matter, Ben. This world isn’t real. It’s nothing more than a waking dream.”

“…A nightmare.”

“Yes, but you have the power to end it! His control isn’t absolute. You can–”

A laser blast tore their shelter apart.

“There you are, you little rats,” Xylene smirked. She was floating in front of her robot, arrogant and sure of her power. She waved her hand and enveloped Ghostfreak in the purple glow of telekinesis, pulling him closer to herself. “Whatever you are, I won’t let you keep interfering!”

“Let him go!” Ben cried.

She laughed, “Or what? Did you forget? This is my world and I am the one who controls it!”

…Except if that was true, why would she try to lull him into compliance with that first dream? Why dredge up all his fears now if not to prevent him from attempting to fight back?

Ben looked up at her, “You’re wrong. This world isn’t yours. It’s a dream. My dream. And we have defeated you already!”

Under his dark glare her right tentacle crumbled to dust and so did half of her tail.

Xylene snarled in rage and flung Ghostfreak away, fully focusing on Ben, “I’ll tear you apart!”

Ben raised his left arm, “You can try.”

The Omnitrix glowed green and beeped its readiness.

Xylene gave it a slightly apprehensive look but still she sneered, “This thing is powerful, I grant you. In the real world. Not in this one!”

Ben smirked, “You’re wrong again. All that changed is that now I don’t have to play by the rules!”

The Omnitrix beeped again and announced in a calm robotic voice, “Master Control unlocked.”

Xylene howled like a wounded animal and gestured for her robot to attack. Ben transformed in a flash of green light and deflected its laser with Diamondhead’s crystals.

The robot changed its tactics and stomped towards him, intending to crush him under its massive feet. Ben transformed again and rolled away as Cannonbolt, then burrowed underground as Wildvine. He burst out right under the robot and climbed one of its legs right to the top of its metal hull before changing forms again.

This time he became an alien he had never transformed into before. He was small, with tiny limbs and cylindrical black-and-yellow body, and more than capable of draining the energy from anything he came across. The Megawatt let out a deranged cackle and pulled the energy from the robot into his battery-like form. The robot shuddered and fell still and Ben released that energy in a lightning blast more powerful than any thunderstorm could produce.

Smoke rose from beneath the robot’s armor plates. Then it exploded into flames and shrapnel but Ben had already changed forms. Sharp metal debris passed harmlessly through his translucent gelatinous form and the fire licking the pale green slime of his body only made him laugh: Limax didn’t fear the heat.

The purple glow of Xylene’s telekinesis enveloped him and lifted him in the air. Ben rearranged his sharp fangs into a grin and transformed once again. His hands lit up with magenta energy, just as bright as the burning flames of his hair, and he blasted Xylene away with all the power of an enraged Anodite.

She slammed into the ground with a pained cry and Ben hovered above her in defiance of gravity. Then he transformed again. His body grew in size, changing from the dark violet of condensed mana to green flesh and crimson metal of the alien Ben hoped to become every time the Omnitrix unlocked a new transformation.

No longer able to fly, Ben fell down, landing on his feet and cracking the asphalt further. He grabbed Xylene with one hand and crushed her deeper into the ground. She gasped and flailed, struggling to break free, but she was no match for Ben’s Chimeran strength.

“You lose,” Ben rasped and tightened his grip.

Xylene smirked, “Is that really what you think?”

Her body shimmered and dissolved like a mirage, leaving behind the blond boy with inhumanly blue eyes.

“You still don’t get it,” the boy said with a smile. “It doesn’t matter if you defeat me. This world isn’t real. Nothing is real.”

The same shimmering wave of transformation washed over Ben, changing him back into human form. Then it spread, swallowing the rubble around them, the broken buildings, and the demolished streets. Everything dissolved into nothingness, until only Ben and his enemy remained floating in the dark void.

“That’s what your reality is: nothing!” the boy laughed. “Enjoy the rest of eternity!”

His body shimmered, dissolving bit by bit, and Ben was left alone in the endless darkness.

No, he couldn’t even call it that. Darkness was the absence of light. This was the absence of everything. No light, no life, nothing existed there but Ben himself.

“He lies again,” a voice hissed in his ear and Ben felt Ghostfreak’s thin arms wrap around his shoulders from behind. “He is using your own feelings against you: first happiness, then fear, and now he attempts despair. Don’t fall into his trap, Ben. You have defeated him twice already. You can do it again.”

“…Again?” Ben whispered. He reached up and clasped Ghostfreak’s talons. They felt sharp and smooth and solid and real.

“Again,” he repeated and saw the green light of the Omnitrix pierce through the darkness.

“Again.” As many times as he had to. Because he wasn’t alone and he refused to give up when there were people waiting for him beyond the walls of this prison!

“Again!”

Cooper had always thought that he was pretty good at multitasking but he was seriously starting to struggle. No matter what kind of illusion he wove through the mind of the unconscious shapeshifter, he kept tearing through it.

Dammit. Maybe he should’ve just stuck with plain hypnosis: it was much easier to maintain. This dream generator he had installed into Hypnos was one of the various odds and ends SECT had pilfered from Area 51, one that required psychic powers to use, which was why it had been simply gathering dust, until Cooper got his hands on Hypnos. That thing was probably defective. How else could he explain that strange interference that kept growing stronger?

He couldn’t work like this. Every time Cooper tried to focus on the Omnitrix, his control over Hypnos and the dream generator started to waver and the shapeshifter took another step closer to the real world. And every time he attempted to subdue them, the alien device shifted in some imperceptible way, forcing him to start anew.

The alarms kept blaring overhead, the noise and flashing lights only compounding his growing headache. Cooper hissed in irritation but he was too busy to even silence them. He kept his head low and tried to ignore the annoyances, focusing instead on the senses his abilities granted him.

He was so absorbed in his work, he didn’t even notice the ceiling vent being opened above him. However, he had certainly noticed the spray of bullets that pierced the air.

Steel supposed he should count himself lucky that the alien monstrosity chose to run rather than attack his squad. He remembered its power quite well.

But it mattered little. If that monster was already inside the base, it was only a matter of time before it found the shapeshifter. They had to move him while they still could.

Steel activated his comm, “Daniels, get ready for evac.”

The only answer he received was the crackle of static.

“Daniels?”

He could feel cold dread settle in his stomach. Was it already too late? Damn it all, they couldn’t lose the shapeshifter after spending so much effort to capture him!

“Daniels, respond!”

Steel cursed and hurried towards the labs, his men following after him with weapons ready.

Connor kept his aim slightly off. He wasn’t shooting to kill, especially not when one of the enemies was another fucking child. (Why were there children everywhere? What the hell kind of nightmare kindergarten was he in?!)

However, he had significantly less qualms against attacking the cyborg that had mind-controlled him before.

Blood sprayed from his shoulder and the cyborg flinched, stumbling away from the unconscious changeling. The patchwork silver armor covering his body couldn’t protect him fully. (It looked strangely unfinished. What was SECT lacking to complete it: time or materials?)

Connor used his momentary distraction to jump down from the air vent. He shot the cyborg again, forcing him to back away even more, and ran towards the changeling who had been strapped to an examination table. Connor hurried to remove his restraints and hoped that the child woke up soon. Loathe as he was to admit it, Connor was going to need his help to get out of this place.

Then something hit him in the side strongly enough to lift him off his feet and slam him into the wall.

For a moment Connor couldn’t breathe. When he managed to turn around, he saw his own energy lance being pointed right in his face.

The child holding it glared at him with inhumanly blue eyes, “I’ve had enough of interferences! Die already!”

Behind him, something flared bright green.

Ben could feel the exact moment he broke out of the mind-prison. It felt like waking up from a long, drawn-out nightmare, except a thousand times better. But he knew he was still in danger and he was slamming his hand over the Omnitrix before he even opened his eyes.

He felt his body lighten into ghostly weightlessness and his legs fuse into a tail. His neck twisted, turning his head upside down, and his insides were replaced with writhing tentacles.

Ben opened his single eye and bared his uneven teeth in a grin. It looked like the Omnitrix didn’t consider the artificial lights of the lab he had found himself in to be dangerous enough to recreate his protective skin. (It is only ultraviolet that’s dangerous.) That worked just fine for him: Ghostfreak was far more powerful like this.

A quick assessing look showed him a short cyborg, whose armor, while strangely incomplete and silver rather than bronze, looked uncannily similar to Thompson’s. He was huddled in the corner bleeding from a shoulder wound but Ben didn’t have much sympathy for SECT lackeys.

The second thing he noticed was Connor, of all freaking people, about to get shot by the same dubiously human boy who had imprisoned Ben before.

Ben narrowed his eye. He had no idea what was going on here, but that boy was much higher on his list of threats than one traitorous Knight. (Is he truly a traitor? Are you sure?) Besides, enemy of his enemy and all that.

The seams on his chest split open, releasing his tentacles. Ben wrapped them around the energy lance the boy was holding and yanked it out of his hands.

The boy scowled at him, “You just don’t know when to quit, do you?”

His eyes glowed brighter blue. The weapon broke into pieces in Ben’s grip and floated back towards the boy.

“Nice trick,” Ben rasped and lashed out with his tentacles, scattering the pieces. “But it won’t help you.”

“It’s still a decent distraction,” the boy shrugged with an unnerving smile and looked somewhere behind Ben’s back. “Rise and shine, Hypnos!”

Crap, the cyborg!

Ben didn’t waste time on turning around. Instead he dove out of the line of fire, turning invisible and intangible in the same breath. (The danger isn’t this straightforward.)

“Don’t look at him!” Connor yelled and blindly aimed his rifle at the cyborg.

Then how the hell was he supposed to fight?! He wasn’t Wildmutt right now! (It’s easy. Darkness is an old friend.)

“Shoot the lights!” Ben shouted, hoping that the Knight would listen.

Thankfully, Connor had enough common sense to not argue in a life-or-death situation. He pointed his rifle at the ceiling and shot through the lamps.

The lights shattered into pieces, alarms choked into silence, and darkness swallowed the lab. It was illuminated only by the faint lights of the still-intact computers and other machinery around it. And yet, Ben could still see clearly, Ghostfreak’s night vision impeccable as always.

The pieces of the energy lance rose into the air once more, but Connor, who could either see in the dark as well or had great instincts, didn’t let the creepy boy reassemble it. The Knight tackled him to the floor and pulled him into a chokehold.

The boy snarled and thrashed in his grip and his blue eyes glowed even brighter, “Hypnos!”

The same light engulfed the cyborg, making him tremble. His own eyes shone gold and Ben hastily looked away. But he could still hear Connor letting the boy go and slumping bonelessly on the floor. (Mind control. Such a terrible thing for them to get their hands on.)

It looked like the darkness wasn’t as much of a problem for the cyborg as he had hoped.

Ben stretched his tentacles and blindly lashed out. His reach was long enough that he didn’t have much trouble finding the cyborg and restraining him. But it wasn’t a permanent solution. He could’ve tried to remove or at least break the cybernetics, but only Upgrade could possess technology and even then nowhere near perfectly.

(Technology? Yes. But a cyborg is still a living being.)

Intangibility rippled over him without Ben’s input and he felt his body start to move on its own accord.

(Here, let me show you.)

It was a strange feeling: not being in control of his own body. Ben supposed it might have been scary, but Ghostfreak (doppelganger?) had been nothing if not helpful, so Ben simply took a mental step back and allowed him to lead.

The alien turned their body intangible and dove into the cyborg. They didn’t pass through him as Ben had expected. Instead they sank in and lodged themselves into his body and mind. It felt almost like being Upgrade.

Immediately Ben was bombarded with the cyborg’s thoughts and feelings: silent fear and terrible helplessness and a spark of rebellion that hadn’t yet been extinguished.

He was innocent.

(Just another victim.)

They had to help him.

(We will.)

The resistance was overwhelming. Cooper sent order after order, but his puppet refused to obey. And it wasn’t even Hypnos himself, although he did attempt to fight back. No, it was that damn interference again!

Cooper refused to give in (Hypnos belonged to him, dammit!) but he could feel himself starting to lose the mental tug-o-war. He gritted his teeth and stubbornly held on. The last command that Hypnos obeyed was knocking out that annoying Knight. Now he just had to wait until the Omnitrix timed out and the shapeshifter, Ben Tennyson, became human once again.

Then the interference would be gone, and Hypnos would be under his control once more. Hypnos and the shapeshifter.

He refused to entertain any other possibility.

That boy (they called him Cooper Daniels) kept giving orders, kept trying to command them, but every time they refused him and pushed him back. Ben poured every drop of his will, his very self into resisting him, and felt Ghostfreak (Zs’Skayr, but this is hardly a good time for introductions) and the cyborg (Richie… Richard Horvitz) add their own strength.

They were united in their goal and maybe alone they couldn’t do much, but together? Together they could win. Ben could feel the technopath’s mental grip starting to slip–

And then the Omnitrix beeped its lack of energy.

No! Not now!

But he knew there was no way to stop the reverse transformation and Ben could do nothing but turn tail and leave the cyborg to struggle alone. The moment Ben fled his body, the Omnitrix flashed red and he dropped on the floor as a human.

And Ghostfreak remained floating above him.

Chapter Text

Kevin already lost count of how many walls (and floors, and ceilings) he had destroyed in his search for Ben. He supposed that navigating the sprawling labyrinth that was the SECT base could’ve been easier if he just went intangible, but he couldn’t spread intangibility to others and Gwen refused to let him go into the enemy territory alone.

Not to mention, he had no idea what state Ben would be in or what kind of forces SECT could throw their way. No, it was much safer to have a powerhouse like Gwen covering his back rather than risk being captured too.

A distant sound of gunfire attracted his attention and Kevin froze.

Gwen dug her fingers deeper into his metal hair, “Can’t be grandpa: his team is at the doors.”

“Ben?”

“Ben,” she agreed.

Finally! Kevin grinned in not-quite-relief. Ben was in danger but at least now they knew where he was and could help him.

He flew towards the firefight, tearing through several more walls. Once he reached the battleground, he saw Ben right away.

“Wow,” Gwen breathed out. “Where did he learn to fight like this?”

“No idea,” Kevin whispered back.

For a few moments they just stayed in stunned silence and watched Ben lay waste to SECT soldiers. Kevin already knew that Ghostfreak’s powers were incredibly useful, but he thought the alien was better fit for spying than fighting. Watching his friend now, Kevin was forced to reconsider.

Ben moved with the speed and grace he had never displayed before. He faded in and out of intangibility, allowing bullets to pass harmlessly through his body while his tentacles threw the soldiers around like ragdolls and his claws crushed their weapons into scrap metal.

“What the hell?!” Gwen shrieked suddenly and Kevin did a double-take because, apparently, there was another Ben there.

The second Ben was in the shape of Upgrade and he was currently melded to the circus-guy cyborg. He was also carrying an unconscious Connor on his back, shielding the Knight from stray bullets.

“Guys! You’re here!” Upgrade-Ben yelled.

“Here and confused as hell!” Gwen shouted back.

“We have no time for explanations!” Ghostfreak-Ben rasped.

He was right: a middle of a fight really wasn’t the best time to talk. Kevin shook himself off and lit a fireball in one hand, “Alright then: let’s get this over with.”

Steel hurried away from the firefight. He knew that his men wouldn’t be able to keep the alien monsters occupied for long. Both the shapeshifter and Hypnos were as good as lost now.

It was a miracle that he had managed to snatch Daniels from their hands, no matter how much he hated running away.

The technopath in his arms groaned and stirred awake, “…Mike? That you?”

Steel slowed his steps, though he didn’t stop. “Yes, it’s me. Can you tell me what happened, Daniels?”

He couldn’t even muster the usual annoyance at being called by his first name so casually.

The technopath stared at him blankly with his eyes refusing to focus, “The– the alien? Where did it come from?” He rubbed his forehead, “Head hurts…”

Did Daniels have a concussion? It was hard to tell.

Steel shook his head. Right now it didn’t matter. They had to get out while they still could. As for the rest of the base… Was it worth trying to retake it?

Probably not. But they couldn’t just abandon this base either: there was far too much sensitive information contained within its walls. If those knightly nuisances got their hands on it…

“Looks like we’ll have to destroy the base,” Steel muttered. Preferably, with all those freaks and monsters still inside. He could see now that trying to capture them was a mistake: it was better to just kill them all and be done with it.

“Destroy the base?” Daniels slurred, still sounding completely out-of-it. “Roger that.”

His unfocused, half-lidded eyes shone bright blue.

She really needed to learn more spells that would work on humans, Gwen thought in the back of her mind, because the ones she had simply weren’t enough and neither was her blaster. Her Contigo shield and the telekinetic Segma Sofom spell worked decently enough but the rest of her repertoire was either too destructive to use on baseline humans like Incendia and Friga were or affected her allies and Gwen herself like Tenebris and Lumenus did.

Thankfully, Kevin and the two Bens (and what the hell was the deal with that?) had picked up the slack. The fight was almost over when the alarms overhead that she had almost completely tuned out fell silent. Then they wailed again with a different cadence.

Gwen’s comm crackled to life and Enoch’s voice filled her ear, “We’re detecting a sudden build-up of energy inside the base, centered on the power generators.”

She frowned. What did that–

Her eyes widened at the sight of SECT soldiers running away (at least those that could still run and weren’t lying unconscious on the floor). Now that was definitely not good.

“It’s a self-destruct!” Enoch yelled. “Get out of there, now! All teams: retreat!”

Max was nervously wringing his hands. He knew that staying inside the predicted blast radius was a stupid idea, especially when he didn’t even know how much time they had, but he still felt guilty for retreating when ordered.

It felt like he was abandoning the kids.

He was slowly working himself into panic, when the outer wall of the SECT base was bashed open and Kevin flew out. He was holding SECT soldiers in all four of his arms and Gwen was clinging to his back, carrying even more with her magic. Ben seemed to be possessing some piece of technology as Upgrade, which he had turned into a humanoid robot, and he had Connor draped across his back and another soldier in his arms.

Max sagged in relief. They were alright!

Then he blinked and rubbed his eyes. Was– was that Ghostfreak flying out of the base with more soldiers? How–

Kevin landed heavily in front of him and staggered. “Somebody, bag these guys,” he called and put down the unconscious men he had been carrying.

Gwen released her own captives and sagged limply, only the grip of Kevin’s circuitry-streaked hair keeping her from sliding off his back. “Those too.”

“And this one,” Ben added.

He was still fused to the robot, although on a closer look, Max could see that it was actually a cyborg. The hypnotist.

“These as well,” the other Ben said.

Max stared at him. He didn’t look quite like Ghostfreak usually did. For one, his protective outer skin was a lot less loose. Rather than leaving him vaguely blob-shaped, it clung tightly to his body, defining the shape of his limbs.

For another… He couldn’t see the Omnitrix dial anywhere.

“What in the world happened to you?!” Max asked.

The two Bens exchanged glances then turned to him. “Long story,” they chorused.

Behind them, the SECT base disappeared into a fiery explosion.

With the battle over, Ben still couldn’t allow himself to relax. Forever Knights didn’t need his help to deal with Connor and the captured SECT soldiers, and any explanations about Ghostfreak, Zs’Skayr, could wait for later. Right now, Ben was more worried about the cyborg he was still fused to.

The poor guy was a mess which Ben could hardly blame him for. From the snippets of thoughts that he could glimpse in his mind, he had been SECT’s prisoner for weeks. And his circus coworkers were still captive!

Ben forgot that Richie could read his thoughts too. The wave of guilt and self-loathing he felt at the mention of his coworkers was staggering. (Should’ve listened, should’ve been more careful, my fault, my fault, my fault…)

‘It’s not,’ Ben thought back at him. ‘SECT did this to you. It’s their fault.’

They were the ones who imprisoned him, experimented on him, turned him into a cyborg, and mind-controlled him when he refused to work for them willingly.

‘Please, make it stop! I don’t want to be like this! I can’t– can’t– Don’t let him control me again!’

Ben had no idea if he could. Thompson had defenses against Mechamorphs, just like Xylene’s robots did. But since Richie wasn’t actively fighting him, he might be able to do something.

He had to at least try.

The ruins of an enemy base weren’t a good place to exchange information, so Max didn’t ask any questions regarding the alien of a species he couldn’t even find in the interstellar database. Ben said it was an Omnitrix transformation that somehow got loose, but the alien himself claimed that he had actually regenerated from the DNA sample.

It was only when they reached another safehouse somewhere in California mountains which Enoch directed them to that they could finally talk properly. (The Knight himself was busy dealing with the ruined base and the captive SECT soldiers, while also trying to fend off any official inquiries from Area 51. Max didn’t envy him in the slightest.)

They were currently resting in the Rustbucket, hidden inside a fairly spacious garage. The RV was getting a little cramped, but they managed to settle down somewhat. Kevin sprawled on the floor as usual, Max and his grandchildren took the couch, and their alien guest remained floating in the air.

Once everyone stopped shuffling around, Max looked at the ghostly alien, “Zs’Skayr, was it?” After receiving a nod in reply, he clasped his hands together, “Alright. Now tell us who you are and how you got here.”

“My species are called Ectonurites,” the alien began. “And we have the ability to encode our consciousness and memories into our own DNA. However, I am not exactly certain how this particular sample became active as this could have only happened if my original self was dead. Or why it was inside the Omnitrix in the first place. Nor do I know how it managed to restore me as that would have required a rather lengthy and complicated magic ritual.”

“Wait. Are you saying that magic can resurrect the dead?!” Gwen yelped.

Zs’Skayr shook his head, “Not in the way you mean. Ectonurites are alive in a somewhat different sense than other species and the entire process is far more complicated than it sounds.”

Max raised an eyebrow, “I’ve never heard of an ability like this.”

“And there’s nothing on Ectonurites in the database,” Ben added after a quick search through the data slate.

Zs’Skayr put his chin (or rather, the bottom of his upside-down head) on his crossed wrists, “That doesn’t surprise me. Is there anything on that slate about the Anur System?”

“You’re from Anur?!” Max gasped.

“I take it, that’s a big deal?” Kevin asked.

Max nodded. “Anur System is not well-studied. It is located in the galactic graveyard: a region so full of gravitational anomalies that no ship has ever entered it. Even passing too close to it will result in the ship being pulled off course. Which is lethal during a hyperjump.”

“Yikes. Nasty place,” Gwen muttered. Then she winced and gave Zs’Skayr an apologetic look, “Um, sorry. That probably sounded super-rude.”

“But not exactly inaccurate,” the alien shrugged. “Cannot complain: the gravity wells make an incredible natural defense system.”

Max drummed his fingers on his knee in thought. “If your home system is so isolated, then how did your DNA end up inside the Omnitrix?”

“The last memories to be encoded into DNA are always somewhat blurry, but I remember enough. Faster-than-light warp engines were a new development that allowed us to finally take first steps into the wider galaxy. Thus an exploration team was sent outside our system. Unfortunately, Anur is close to the Plumber sector and they were the ones we have encountered first.”

Ben winced, “I’m guessing, that didn’t end well.”

“No, it did not. The Plumbers managed to take over one of our ships, and thus gain both the information in its databanks and the ability to pass through the gravity wells surrounding our home. Fortunately, they don’t use magic and thus couldn’t replicate our magitech. Nor did we give them the time for it. And with only one ship available, the Plumbers couldn’t attack en masse. They could, however, send an elite team to wreak as much havoc on our homeworld as they could. I don’t know what happened after they killed the previous instance of myself, but I fear for the state of my homeworld. I have to go back.”

Enoch studied the agent standing in front of him. The medics deemed him to be in good enough health to submit his report, which meant that Connor was once again his problem to deal with.

“Congratulations on managing to salvage some goodwill with Ben Tennyson, Agent Connor,” Enoch said dryly. “Now I won’t have to demote you. But I’m still sending you into remedial courses on diplomacy: I won’t have you ruin another negotiation.”

Connor scowled at him, “That doesn’t change the fact that he is a child. They all are!”

“And if you bothered to study sitrep, you would’ve known that!” Enoch bit back. “You are a very skilled operative, Agent Connor, but you have grown far too arrogant. From now on, you are forbidden from participating in any missions without full clearance from the board unless we are on yellow alert or higher. Dismissed.”

After Connor left, looking none too happy, Enoch sighed heavily and sent a request for a video call to his superior. It was time to make his own report.

“SECT is becoming a much bigger problem than we expected,” Driscoll said contemplatively after Enoch relayed the recent events. “Get as much information out of Mr. Horvitz as you can and start searching for his coworkers. And see if he agrees to use his abilities to question our prisoners. We’ll have to hand them over to Colonel Rozum soon, but for now, they’re ours to interrogate. Look into that technopath too: he is our biggest threat right now.”

Enoch nodded, “I agree. With this kind of power, I’m surprised SECT hasn’t yet tried to get into any of the Plumber bases.”

“Don’t forget: SECT is still a government organization, at least on paper. They are still pretending to play by the rules and no amount of bribery will let them save face if they attack one of those bases without a damn good excuse. Besides, the technopath is young and his powers have limits. I doubt he has been working for SECT all that long. But I will increase the surveillance regardless.”

“Should we send any information to Mr. Harangue? I have sent him the Earth-side files on the Plumbers, which he seems to be busy double-checking through his own channels. He does appear to be amenable to an alliance though.”

Driscoll shook his head, “Not yet. Once we uncover the puppeteer behind SECT, then we can set him loose. For now, we cannot risk an overeager reporter pushing them back into the shadows. But speaking of allies… What are your thoughts on ours?”

Enoch removed his mask and very unprofessionally buried his face in his hands, “Permission to speak freely?”

Driscoll chuckled with barely hidden amusement and lifted his visor, “Granted. You don’t have to ask, Jeff.”

“I hate absolutely everything about this bullshit situation. Everything,” Enoch groaned. He waved a hand in the air, “I mean, I get your reasoning, I really do. They are too powerful to leave alone and if we wish to have any degree of control over them, we have to prove ourselves as allies worth listening to. But… Fucking hell, Rick! They are children! Actual, literal children! How the fuck do you expect me to deal with this?!”

“I know, Jeff, but what else can we do? They are too powerful to contain and too willful and opinionated to stop what they are doing just because an adult told them to. Honestly, we are incredibly lucky that these children have decided to use their powers to help others. Because if they didn’t, I doubt we would’ve been able to stop them.”

Enoch winced but reluctantly nodded, “They are surprisingly competent. If they weren’t literal children, I would’ve already been trying to recruit them.”

“That’s still the game plan, by the way,” Driscoll said.

Enoch took a few seconds to think it over. “You want to kick them into basic training like all the other rookies?”

Driscoll nodded, “Hopefully, that will keep those kids under our control and out of trouble until they are of age.”

“I like your optimism,” Enoch huffed. “After a couple of weeks in basic, they’ll riot from boredom. Also, do you really want to deal with all the legal issues involved? Superpowers or not, they’re still minors.”

“At the very least I want to send them into therapy: I don’t want to find out the hard way how much more trauma those kids can cope with. But that’s something to discuss in the future. For now, we have more urgent problems to deal with. With any luck, SECT will need time to recuperate. That base wasn’t their property officially, so they can’t make a fuss openly, but they will retaliate. We need to prepare for that.”

Enoch rubbed the bridge of his nose, “…Damn, I wish we could just sic the feds on them and be done with it. Anyway. Since there is a high chance that SECT now knows the identity of Ben Tennyson, I will set up a protection detail for his family. By the way, how are the negotiations with Dr. Animo and Mr. Haden going?”

Driscoll shrugged, “They are understandably wary but not entirely opposed to an alliance. And I’m still waiting for Hex and Charmcaster to contact me.”