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"Seriously, guys. I'm fine…"
The sentence rode out of Ben's mouth on the top of a breathy exhale. He gave a half-hearted wave, trying to brush away everyone's concern with a flick of his hand.
But Gwen knew better than to believe him.
Because any time the Ben Tennyson—savior of the universe, greatest hero in the world—said "I'm fine", it was the exact opposite.
That's why Gwen hated those words. They were meant as reassurance—Gwen knew that—but they only ever succeeded in reminding her of every time she'd almost lost him.
He was never 'fine', especially when he was putting every fiber of his being into convincing everyone otherwise.
And Gwen would know. Not just from past experiences but also because she knew her cousin better than anyone. She knew that when his smile didn't quite reach his eyes, when his head and shoulders sagged under their own weight, when he started to sway—albeit imperceptibly to the untrained eye—something was wrong.
Usually these were just signs of exhaustion. Nothing more than a consequence of pushing himself beyond his limits.
He did that often.
But this? This seemed…different.
Gwen couldn't quite explain it. Maybe she was just tired, wiped out from the nearly world-ending fight—they all were—but something just didn't feel right.
Maybe it was the fact that every breath Ben took was visibly taxing. Maybe it was because every inhale carried with it a harsh, ragged wheezing sound—audible, even at a distance.
But amidst the clearing smoke, chunks of concrete, and smoldering piles of collapsed buildings, Ben was still standing. This made it difficult to accept that he was anything but okay.
He had done something no one should have survived.
Not even the wielder of the Omnitrix.
That "something" had saved everyone else.
But what had it done to him?
If the price of winning was losing the person she cared about most, it wasn't worth it.
Not to Gwen.
"Ben?" Gwen asked. Her voice trembled with a worry she struggled to contain. "You don't look so good. Maybe you should sit down."
Ben stubbornly shook his head.
That was enough to tame a fraction of Gwen's fear.
But then Ben met his cousin's gaze with his own, smiling even wider, and the fear broke loose again.
That smile was too good. She didn't trust it.
It was then that she was able to take in the rest of him. His clothing was in tatters, leaving scrapes and bruises visible all across his body. One arm hung limply at his side. The other clutched his flank, covered by his hoodie.
Just enough that Gwen couldn't see what he was hiding—couldn't see what hurt. What she could see was the strain in his posture, and how increasingly difficult it was becoming for him to maintain his balance.
Each of his attempts to stay upright getting more feeble, more desperate.
"…'m'alright…" he slurred. His smile faltered, then vanished completely, as if it had never been there in the first place.
"Ben, you appear to be in significant respiratory distress," Rook said as he holstered his Proto-Tool.
"Yeah, cut the crap, Tennyson," Kevin cut in, arms crossed as if to make a point. "You look like you're about to pass out. Don't tell me you're planning on taking a nap right now. I ain't cleaning up all this—"
Ben's knees buckled, cutting Kevin off. They trembled dangerously under his weight. In an effort to compensate for the sudden loss of strength, he leaned forward slightly, only to lose his footing. His left foot slid against the gravel for a second before catching himself again—barely.
"Ben…" Max said warningly.
Then Ben's legs gave out. His knees hit the ground with a dull thump, the impact kicking up a cloud of dirt, ash, and soot from the surrounding debris.
Gwen and Max both rushed to his side.
But Gwen reached him first. She hooked her arms underneath his and caught him before he could face plant into the ground.
Ben let out a low groan as his whole body sagged in her grasp. Having her there to support him seemed to be all the invitation his muscles needed to give up. His head tipped back against his will. As it did so, he drew in a shuddering gasp.
It seemed to be all he could manage.
"Hey, hey, hey. Easy. I've got you," Gwen murmured. She cupped the back of his head with one hand to stop it from lolling around uncomfortably then carefully lowered them both to the ground, controlling his collapse so that he was resting securely in her arms.
Max came up beside them and placed a gentle hand on Ben's shoulder. "Stay with us, kiddo. You're gonna be alright." His voice was calm, steady, but held an air of worry Gwen had never heard before.
This kicked her heart into a rapid, slightly unsteady rhythm.
The words sounded more like a plea than a promise.
"Rook. Contact Plumber HQ and get emergency personnel out here now," Max ordered.
"..n-no…'m'okay…" Ben whispered, his feet sliding uselessly at the ground as he tried to stand back up.
"Stop it, Ben! You're hurt. Just lie still," Gwen said, gripping him tighter in hopes of keeping him from moving.
Ben gave up, much faster than Gwen expected him to, then dragged tired eyes up toward his grandpa, then over to her. His lips twitched, as if he wanted to smile again but no longer had the energy.
"….'m'okay…p-promise."
Gwen gave him a stern look. "No. You're not. But you will be."
That last part was said with such conviction, such certainty, that there was no possible way it wasn't true.
Right?
"Already done, Magister. Estimated time of arrival: ten minutes," Rook responded.
A sharp, electronic chirp drew everyone's attention downward—even Rook and Kevin's, from where they stood a few feet away. They all focused intently on the device on Ben's wrist. The Omnitrix's hourglass symbol lit up a dim emerald color, its glow faint. Faded. It flickered a few times, the light sputtering as if trying to decide whether it wanted to be on or off. Tiny arcs of green electricity crawled across its interface, then it flashed red.
"Warning. DNA damage detected. User life functions critical." The voice then twisted, distorted and crackly. "Failsafe activation com—compromised. System err—err—"
The voice dissolved into static.
The light went out.
The Omnitrix fell dark.
For a moment, no one moved. No one spoke.
Because, for the first time since Ben had put it back on, the Omnitrix had failed him.
Not a malfunction.
Not a reboot.
Not an incorrect alien.
A complete and utter failure.
Ben opened his mouth and made an attempt to draw in a breath, but it was shallow—shaky and unstable.
"…Ben," Gwen whispered. She didn't even realize she'd started crying until a gust of wind blew against her, dislodging a single tear from her cheek and causing it to land on her cousin's chin.
Ben's face distorted, his forehead creasing. For a second, Gwen thought the tear had hurt him somehow, but then he murmured, "d-don't cry…"
Then it dawned on her: he was still trying to comfort her.
If that wasn't like Ben, then what was?
He's still himself. That means he'll be just fine, Gwen thought.
"…'s'okay…" Ben rasped.
Gwen felt his chest stuttering unevenly as the effort of speech stole more energy from him—more than he had to spare.
He blinked sluggishly as the words he wanted to say appeared to abandon him. "…d-did we…win?" he managed after a long moment.
Gwen nodded quickly. A broken, teary-eyed smile tugged at her lips. "Yeah. We won." She cupped his cheek in her palm, startled by how cool and clammy it was. "But you have to stay with us, okay?"
A harsh set of coughs assaulted Ben's lungs, a thick stream of bright red bubbling up in his mouth and spilling down over his chin. At the fit's peak, crimson droplets splattered everywhere, staining his and Gwen's clothing.
Gwen had the sudden urge to vomit.
None of this should be happening. Not now. Not to him.
"Hang in there, son. The medics are on their way," Max said softly, but when Gwen turned to look at him—desperate for reassurance—she recognized, with a sinking feeling, the expression on his face. It was one he wore when he was afraid there might be nothing left to do.
"Grandpa—" Gwen started, but Max held up his palm to silence her, not unkindly. Then he motioned for Rook and Kevin to come over, the gesture blanketed in urgency and something else Gwen couldn't quite identify.
Rook and Kevin didn't hesitate to obey him. They huddled up next to Ben on the opposite side of Gwen and Max.
"Ben," Max said quietly, turning back to him and leaning in close so that there was no way his grandson couldn't hear him. "I am so proud of you. You hear me?" He squeezed Ben's shoulder lovingly. "I am so, so proud of you."
That seemed to gift Ben with the strength needed to smile.
A fragile, temporary strength.
Gwen didn't understand how either of them were staying so calm, couldn't understand why her grandpa wasn't ordering Ben to keep fighting until the medics got there. They had to be close. They would arrive, then they would save him.
So why was everyone acting like it was a lost cause?
Why was everyone acting like he was already gone?
It took her a second to notice that Ben's smile was disintegrating, quickly being replaced by agony. He shifted against her, weakly, and groaned, squeezing his eyes shut. His fingers slowly curled into the fabric of her shirt and held on as tightly as possible—which wasn't very tight at all.
He shuddered once—violently—before stuttering, "…d-didn't…didn't th-think it w-would…hurt this much…" When the wave of pain passed, he opened his eyes again. "…guess I…went a little…overboard, huh?"
"That sounds like quitter talk," Kevin said, loud enough to make Ben flinch. "And you know what? You don't get to quit." He grasped Ben's Omnitrix arm with one hand and slammed his fist down on its interface with his other.
Once.
Twice.
"Come on! You're supposed to protect him! Do something!"
Rook caught his hand before it could hit the watch a third time. "Kevin, stop. It is not malfunctioning. Its systems are no longer responding."
"I don't care!" Kevin shouted. "He's my best friend! I'm not letting him go like this!" He wrenched himself out of Rook's grasp and stared at him angrily, raising a fist as if about to punch him.
Rook held both hands up. "I was just—"
"…Kev…" Ben whispered, interrupting them both, then coughed again, this time much weaker.
Kevin froze, hints of an apology written on his face, then turned his attention toward Ben.
"…'s'okay…" Ben murmured.
"No, man. It's not." Kevin laid Ben's arm back down, but he kept holding on, as if letting go meant letting him slip away.
Ben nodded ever so slightly. "…'s'okay…" he repeated. "…w-we…got 'em…'s all that…m-matters…"
"You matter too, bonehead," Kevin answered. "Stop acting like everything's fine and dandy and just let us help you for once."
The expression on Ben's face changed again, settling into quiet seriousness.
Gwen couldn't remember the last time he'd looked like that.
"…d-don' think…'m gon'…ma-make it…this time…"
The admission sent chills down Gwen's spine. Fresh tears welled up in her eyes. "Don't say that, Ben. The medics are almost here."
"…l-listen." Ben slurred. "…'m s'rry it…had to end…this way…" With every last ounce of strength he had, he lifted a shaking hand up to her face. He brushed a thumb over her cheek, wiping a stray tear away. "…but 'm glad…you're all safe…"
Gwen couldn't hold back a choked sob. "Ben, please…" she clasped her hand over the one on her face and gripped it tight. "Please don't do this."
Kevin laid his free hand on Gwen's shoulder. A futile attempt at comforting her through this.
But she barely felt it.
Ben's eyelids fluttered then he blinked sleepily. His eyes glazed over, and his gaze started to drift up toward the sky, away from everyone's faces.
"Ben. Hey." Gwen jostled him gently, desperate to elicit some sort of response.
"…I…" Ben croaked. He still didn't look at anyone, even as he spoke. "…I…l-love…"
His voice trailed off, fading into silence. His chest hiccuped a couple times, a gentle sigh left his mouth, his eyelids flickered shut. Then his whole body went slack. The hand on Gwen's cheek began to slide downward, but she grabbed onto it before it could disappear.
"Ben?" Max asked, his grandson's name breaking apart at the edges as it left his mouth.
Something in his tone said he already knew there wouldn't be an answer.
"Ben, say something. Anything. Just…just look at me. Please!" Gwen begged. She pulled Ben as close as humanly possible and buried her face in his hair. "Please, Ben," she whispered.
Sirens echoed in the background, steadily getting closer and closer.
"You hear that, Ben? They're here," Gwen cried softly.
But there was no reply.
Ben was gone.
Just like that.
She didn't care. She kept cradling him, convinced he'd come back if she just kept talking to him.
She wove her fingers through his hair and grabbed on.
As long as she was holding him, he couldn't leave.
The breeze from earlier made an abrupt return. It wove its way through Ben's hair, stirring the stray locks hanging over his forehead.
It felt personal, almost like the wind was mocking her pain by reminding her how still her cousin was.
"Gwen." She shivered at the sound of her Grandpa's voice, unsettled by the calmness of it. "You need to let the medics help him."
She panicked as emergency personnel began to move in, crowding around her and Ben.
"No! No, don't take him! Please don't take him!" Gwen yelled, holding onto him even tighter.
Several moments of heavy, somber silence passed. Then Max started to gently pry Ben away from her. Rook and one of the medics stepped in to help.
"No! No! Stop!" Gwen screamed, twisting and squirming. Her palms started to glow pink with mana.
That's when Kevin came up to her side and grabbed her hands in his own. He brought their intertwined fingers to his chest, then locked gazes with hers. "Gwen. They're here to help. You need to let them do their job."
The glow gradually faded but never fully disappeared.
Gwen fell silent, except for the broken, heaving sobs vibrating throughout her whole body. "He can't die. Not like this."
"That's the only thing he'll do if you don't let him go," Kevin responded. It came out harsh, but Gwen knew he didn't mean it to be. He was as worried as she was. She could tell.
She glanced down at Ben, then at her grandpa, then down at Ben again, then back at Kevin before closing her eyes and bowing her head in defeat. "Okay," she sighed. She loosened her grip, and immediately it felt wrong. When Ben was out of her arms, she looked up at Kevin once more. "Just promise me he's gonna be okay."
"I, uh, don't make promises I can't keep." Kevin reached up and rubbed the back of his neck with his free hand, letting out a nervous half chuckle. "But I do promise I'll be here for you, no matter what happens."
Gwen nodded, but inside, everything was falling apart.
Because she finally understood what didn't feel right, what hadn't felt right this whole time. Ben's mana had been fading, and now, she couldn't sense it at all.
It was just…gone.
As if to confirm her thoughts, the lead medic looked up at them. His movements were slow.
Hesitant.
He didn't have to say it.
Gwen already knew.
"There's nothing we can do for him. I'm sorry."
A suffocating silence engulfed them.
She stared at the medic, then looked to Ben again.
"No…"
A single word. Barely above a whisper.
Then she reached for his mana again in a desperate, last ditch effort.
Nothing.
Her breath caught. Her hands began to shake. Mana leaked out of her fingertips.
A moment passed.
Then her human form dissolved into brilliant pink light as her Anodite form emerged.
The air around her started to hum. Pebbles rattled across the broken pavement. Loose chunks of rubble lifted from the ground.
A raw, anguished scream erupted from her chest and a wave of mana washed over the battlefield.
Wild.
Untamed.
Dangerous
Her grief rippled across the town, forcing everyone to feel the loss.
She could hardly believe it.
Ben Tennyson was dead.