Author's Note: I think this is the first story of its kind. Please let me know what you think.

Prologue: Enter the Rabbit Hole

Ben Tennyson shook his head as the eighteen year old looked at his room. "Man, that was worse than I remember." Ben grumbled as he got up and walked to the bathroom to splash water on his face. Back on that Gladiator Tour of the Galaxy only different. Ben thought with a worried expression. I can't remember why though. The teen sighed, took a shower, and got dressed. Maybe I'm just nervous about today. Ben sighed, shook his head and hurried to his car for final exams.

At school, Ben smiled when he saw Gwen. "I thought you were exempt." Ben told her in confusion.

The redhead smiled. "I'm here for moral support. After you finish with exams, I'm taking Kevin to get his GED."

Ben couldn't help an uncomfortable shiver when he heard Kevin's name. "Be careful, Gwen."

The redhead sighed and put a hand on Ben's shoulder. "Kevin is different now."

Ben raised an eyebrow. As an eleven year old he saw multiple counts of attempted MURDER, and she STILL gives him chance after chance.

"He's ok, Ben. You'll see." Gwen said softly.

Ben only nodded in response as Gwen walked away. I had hoped she would dump his ass after that fiasco at The Forge of Creation.

Thoughts of Kevin, Gwen, and his nightmare aboard the Megacruiser made concentrating on his exams almost impossible for Ben, but through some stroke of luck, Ben managed to get through his exams.

As Ben walked out, old instincts Ben had developed over the years with the Omnitrix then Ultimatrix started to sound in the back of his mind.

"Something big is going to happen today. I can feel it!" Ben whispered to himself as he walked to his car.

As Ben reached for his car door, the pinging in the back of Ben's mind only grew stronger. Protect her… Ben thought as he looked toward where Gwen had gone and followed, slipping from shadow to shadow as he went.

When Ben stopped and ducked behind the front right tire of a car, he heard Kevin.

"Why do you spend so much time with Tennyson?"

Gwen looked at him. "Kevin, he's my cousin! Of course, we're going to spend time together."

Kevin's face darkened and he pulled out a gun-like device Gwen instantly recognized.

"W-What are you doing with the Null Void Projector?!"

Kevin sneered. "I'm getting rid of the competition!"

Without warning, Kevin fired. The portal opened behind Ben. Artificial gravity… Ben's mind registered unconsciously. A faint voice that sounded like a drill sergeant growled in Ben's mind, "IF YOU WANT TO SURVIVE GAVITY SHIFTS, GET YOUR ASS AS CLOSE TO THE DIRT AS POSSIBLE!" Ben dropped and squatted on all fours.

"Marines never die, Kevin;" Ben growled as he clawed into the dirt. "We just regroup in Hell!" Ben had no idea where the motto came from, but he didn't have time to think about it at present.

Kevin growled. "Why aren't you gone already?!"

With an angry fist, Kevin slammed the projector into the ground. As it sparked and spat, clearly damaged, gravity output from the device increased immensely.

"DIE!"

Gwen glared at Kevin and yelled, "Gravate elevium!"

Gwen's body suddenly shot forward and tackled Ben. As they landed on a rock, Ben realized something was wrong when unbelievable pressure built up inside his rib cage.

We landed in space! He thought. We're gonna die!

As Ben's vision began to fade, he noticed three blotchy forms coming toward them.

Ben only caught part of the speech from the men. "…alive!", "impossible", and "Spartan" were the only words he could make out in semi-consciousness.

When Ben woke up, he sat up and looked around in confusion. The room was white, about four meters high from floor to ceiling, and sparsely furnished with a few medical cots and accompanying medical equipment. As Ben sat up, he felt IV tubing pull at his right arm and grimaced as the medical tape used to secure the IV pulled at the hair on his wrist.

"Gwen?" Ben asked softly as he looked around.

"I'm right here, Doofus." Gwen said as she levitated about a half meter off the floor in the Lotus Position.

"What…where are we?" Ben asked, a little bit nervous. "Last thing I remember is passing out in the vacuum of space when the Null Void Projector broke."

Gwen seemed to look at him even with her eyes closed. "We're in a parallel universe, somewhere between time-space."

"…but we're in a space ship! How can that be?" Ben asked.

"FTL travel…" Gwen answered. "Earth has never reached that stage of technology though." She opened her eyes, stood, and walked over to Ben. "Near light speed, physics as we know it begins to break down. It could be plausible that velocity itself rips a hole in the universe and brings the ship into a parallel plane until speed is slowed to sub-light."

Ben groaned and held his head. "I hate Quantum Physics."

Gwen giggled at that and went to pull the IV out of his arm.

"Come on, Ben." Gwen said with a kind smile once he was unhooked from the confines of the cot. "Let's have a look around."

Ben nodded, sat up, and swung his legs over the side of the cot. "Standard PT uniform…" Ben grumbled as he looked at the sweatpants and shirt. "What's UNSC?" Ben mumbled to himself as he saw the letters on the shirt.

Gwen walked over to what she guessed was a computer terminal and began digging. "That's…different." Gwen mumbled as she worked with the holographic keyboard. "Hyper-advanced…"

Ben rolled his eyes with a smile at Gwen fawning over the ship's technology. "Where are we?" He asked calmly.

Gwen gave him a look. "Not exactly sure WHERE but the WHEN is more important."

Ben groaned. I'm gonna kill Paradox!"

Gwen shook her head. "This wasn't his doing. He's much too flashy for something like this. Besides, I don't think he can travel here."

Ben raised an eyebrow. "'When' are we then?"

"According to the ship's log, the ship is named the Pillar of Autumn and the estimated date is August 27th, 2552."

Ben just stared at Gwen is shock. Sure, they'd traveled into the future before, but five and a half centuries?! Everyone they knew was long dead or never existed in this universe in the first place. All Ben could think to do was hold Gwen tight.

As Ben and Gwen were discussing the situation they were in and trying to get a handle on the moment, a man in green armor walked at a brisk pace toward the medical wing.

"Cortana, are you certain there's a foreign AI trying to access the system?"

The ship AI sounded confused as she spoke in the MJOLNIR helmet speakers which was very strange for a Smart AI such as her. "There were reports of two adrift without protection, but the cameras in the med bay are acting oddly. There's definitely a human being in there, but there's something else with them. I don't know what the unknown is." She paused for a moment. "Be on guard, John."

For only a split second, Sierra-117 questioned why Cortana used his name. Then, the soldier put the possible threat at the front of his mind. If the Covenant have created infiltration AI, this could be catastrophic. The man thought as he walked into the medical unit to see a woman and a young man talking. Instead of talking, Chief glared at the newcomers under his visor.

It was then Ben and Gwen noticed the giant of a man on the doorway. Ben stood at attention and saluted without prompting. "Sir!" John raised an eyebrow at this but noted that the woman seemed confused by her companion's actions.

"At ease, marine." John said in a gruff tone.

Ben relaxed only slightly as he looked at Gwen in confusion. Gwen gave him a similar look in return. Before either could ask their questions, a hologram appeared on top of a tiny table. An attractive feminine form with dark hair, piecing eyes and an aggravated look on her face with her arms crossed staring at the pair as lines of code ran around her "body".

"Who are you, and why are you here?"

Gwen shivered suddenly. "You're damaged." She stated as she read the lines of code unconsciously.

Ben looked at the avatar and chuckled. "Look, gorgeous." Ben could feel Gwen's eyes burning into him but at the moment, couldn't care less. "We almost die, and you want to give us the third degree?"

Ben walked over to the hologram. "Short answer is: we don't know how we got here or even where 'here' is exactly."

Gwen put a hand on Ben's shoulder. "We were sent here by a dimensional displacement failure, but we offer no threat unless you prove to be a threat." Gwen looked directly at the Chief as she spoke.

Cortona found the…creature's instant understanding of her Spartan to be amusing but kept that buried under multiple levels of code. A more pressing question ran through her logic processes at that moment: How did she know I am damaged?

"The ship looks pretty beat up." Ben mumbled to himself as he looked at the damage reports Gwen was able to access. "Plasma scarring all over the gun deck, engines don't look too bad though…why doesn't the ship have shields?" Ben shook his head. "It doesn't matter right now. With a little work and some help from a friend, she'll be back to roaring in no time." Ben said with a confident smile.

Gwen gave him a concerned look. It said, We need to talk for a minute ALONE!

Ben only nodded and turned back to Spartan and AI. "Pardon us for a minute."

The only evidence the soldier and his AI gave that they heard was they looked at each other. (For Cortana, "look" was a relative term. She cocked her avatar's head toward Chief and "glanced" his direction with her avatar's eyes.) Then, Cortana nodded as silent deliberations passed between them.

Once given the OK, Ben and Gwen quickly detached themselves from the pair. Once alone on the other side of the room, Gwen looked at Ben.

"I know what you're thinking, Doofus; ;" Gwen told Ben as she looked him in the eyes. "…and Upgrade would likely set these people off."

Ben looked at her. "What do you mean?"

Gwen closed her eyes and shivered. "Humanity is in the grips of a war with a coalition of alien races called 'The Covenant'."

Ben looked at her. "How do you know?"

Gwen took a moment to think and lied. "I saw it in the Autumn's records."

Ben nodded. "Then, I'll have to repair the ship incognito." Ben told her with a confident smile. "I recently learned how to apply Upgrade's changes to the machinery itself, so it keeps the changes I make after I leave."

Cortana left the holopad and opened a private comm in John's helmet as Ben and Gwen left to talk among themselves.

"I was scanning through Doctor Halsey's records, and I found something intriguing." The digital voice rang softly in his speakers. "Three hundred children for the SPARTAN-II program. All of them are accounted for except one."

"What happened to the Spartan?" Chief asked.

Cortana sighed. "He was taken by what ONI Spooks believed to be Covenant spies."

John arched an eyebrow. "What does this have to do with them?" The soldier asked as he looked subtly at Ben and Gwen.

"The Covenant refer in records I was able to get to 'The Reclaimer of the Covenant' and his 'Guardian'." She told him calmly.

"You believe this kid is THAT?" He asked calmly.

"Yes, we'll have to watch them closely." She told John calmly.

Anticipating his next question, Cortana said, "I don't know who or what the 'Guardian' is in reference to."

John's eyes hardened under his visor. "In any case, we'll be ready."

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