Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

Episode I

The syringe was withdrawn from Devlin's arm and Leah dabbed at the puncture site with an alcohol swab. Satisfied that the area was sterile and there was no danger of infection to her grandson, she passed the blood sample to Cooper.

"Thanks." Nodded the technopath. "Hopefully this will be the last time we have to use Devlin like this. I just wish we had a different source of alien DNA so that we didn't have to keep harvesting it from Kevin's son."

"I don't mind." The eleven-year-old Osmosian assured them. "I wanna help. I wanna make a new Omnitrix and save Earth."

Leah and Cooper exchanged a look. Normal eleven-year-olds wanted to watch TV, or play video games. But all Devlin -and Kenny as well- wanted to do was fight the armies of Chimera Sui Generis that occupied the planet, rescue Ben, overthrow Vilgax, and save the world. Of course, this was also what all the adults that had a hand in raising them wanted to do as well, so maybe it wasn't all that strange considering. But Leah, at least, couldn't help a pang of sadness at this thought. Children should be carefree at Devlin's age. They should not have the weight of the world thrust upon them. Maybe if Kevin had survived, or Gwen hadn't… been lost to them…

But she pushed those thoughts out of her mind and forced a pleasant smile on her face. "Why don't you go play with Kenny."

"Okay." The boy rolled his sleeve back down and hopped off the examination table. He was out the room before the door had even opened all the way.

Kai came in almost as soon as the boy went out. Now that someone else could keep her son occupied for her, she could leave the boys to their devices and focus on helping Cooper recreate the Omnitrix.

It was a pipe-dream plan. And they all knew it. Kai, Cooper, Leah, Julie, and all their other friends and allies. It took Azmuth several centuries to construct the original Omnitrix, and he was a genius even by Galvan standards, had all the resources of Galvan Prime to back him up, and didn't have to settle for the diluted DNA samples of hybrids or Osmosian mutants. All they had access to were the gene samples offered by Helen, Manny, and Alan which were not all that pure, and then the remaining seven out of Ben's original ten were synthesized from Devlin -since his mutant form was an amalgamation of said original ten. (A cute little genetic quark he'd inherited from Kevin.) But the samples taken from Devlin were even less pure than those from Helen, Manny, or Alan.

All and all, the chances of them successfully creating the Omnitrix were slim to none.

Yet they still tried.

Because they couldn't over throw Vilgax without a plan. Because they didn't have a chance of fighting the hordes of Chimera Sui Generis soldiers that subjugated their planet without an edge. Because they couldn't rescue Ben without it. Because… because it gave them hope. Small and fleeting, and maybe just possibly a false hope. But it was all they had. It was either this, or give up, accept their fate, and die.

Not a one of them was in the habit of giving up. So they continued to work on reconstructing an Omnitrix.

"Who's gonna wear it when we're done?" Leah asked, trying to stay optimistic and keep the others that way. Being Kevin's mother, she'd learned to be optimistic in almost any situation, it was her special talent.

Cooper gave a snort of amusement. "Kenny will demand to, no doubt."

"I'll wear it." Kai asserted. She wasn't gonna let her baby anywhere near the real fighting -no matter how much he wanted to, possibly wanted it even more than Devlin did.

…

Kenny and Zed were waiting for Devlin outside. The Anubian Baskurr sniffed the sleeve of his arm they'd taken the sample from and gave a snort-sneez of distaste at the scent of powerful antiseptic. The younger boy ignored the alien dog and grabbed his Osmosian friend the moment he was free and dragged him by the hand across the dirt road and away from the Los Solidad medical cabin. Zed following after them.

Since the initial invasion and horribly crippling defeat in that first decisive battle, those that were left spent the following decade hopping from base to base trying to avoid extermination by Vilgax's death squads, or capture by his Earth-born allies. Last month they had been in an old and abandoned section of Undertown -at least until Darkstar's Red Witch found them. This month they were squatting in Los Solidad, but none of them planned to stay for very long. It was to well known, to open, impossible to hide their activity, and difficult to defend. Los Solidad was just a stop-gap until Rook or Argit could find them a new base.

Kenny dragged Devlin to the armory where Helen and Manny were checking their equipment for a mission.

"What's the plan?" Kenny asked, as if he were members of the strike team.

Helen looked up from sorting explosive triggers and offered the boys a patient smile. She reached down and scratched Zed under the chin when she said, "The plan right now is keeping you two clear of the work."

"One side!" Manny called as he carried a large heavy-looking crate over to his partner. The boy's and dog jumped to one side quickly, just before Manny set the big crate down where they had just been standing. "What are you to doing here anyway?"

"We're going on the mission." Kenny announced.

Helen and Manny exchanged a look. "No, you're not."

"You're mother would kill us if we let you come on a raid." Manny shook his head. Kai lost her husband on the same night her son was born. She sometimes went a little out of her way to keep Kenny as far away from the fighting as possible. She didn't want him to be captured same as his father had been -or worse, killed.

"What about me?" Devlin suggested. "I haven't got a mother to be mad a you."

"No." Helen agreed. "Your grandmother is just our medic -the person we trust to patch us up when we're at our most vulnerable. I'd wanna piss her off even less."

Both boys looked disappointed. They wanted to fight the good fight just as much as the adults around them did. But because they were children they were forbidden. That just wasn't fair! Their dads were their same ages when they first got involved in fighting aliens and protecting the world against evil. But because of how their dads ended up, Ben captured and Kevin dead, no one was gonna let them anywhere near enemy action -not unless all the adults were already gone and there was no one left to shelter Kenny and Devlin from Vilgax's malice.

"Clear out, you three." Julie came up on Helen's other side, carrying Ship in her arms. "There's work to be done and we can't have you under foot."

"But-" The protest was half way out of Devlin's mouth before Kenny placing a hand on his friend's shoulder, silencing him.

"You're right." Kenny agreed -a little too easily. "I'll get plenty of Hero Time once Cooper finishes making my Omnitrix for me."

His hand still on Devlin's shoulder, Kenny pulled the older boy out of the armory, Zed following them out. They rounded a corner and sat down in the dirt behind a crumbling cement wall where thy couldn't be heard.

"You gave in really easily back there." Devlin told him.

"I didn't 'give in'." Kenny assured him. "It was a 'tactical retreat'. We're going on that raid, Dev. They just don't know that we're going with them."

They settled into wait.

Zed curled up between them, her head resting on Devlin's thigh. For as long as the boy could remember, the Anubian Baskurr had been his with him. His own personal companion and protector. Kenny scratched her behind the ears while Devlin reached under his shirt and withdrew a locket.

Gold and heart-shaped. He wore it on a leather cord because its original chain was long gone -Devlin actually couldn't remember it ever having a chain. But he had always had the locket. It was the only keepsake he had from his parents. From when his father was still alive and his mother was… still one of them. He flicked it open to study the picture inside.

A man and a woman embracing tenderly. The man with his same dark hair, high cheekbones and square chin. The woman with his emerald green eyes. They were young in the photo. Probably ten years or so before he was born -still in their teens. They looked happy. It was hard to believe that smiling young woman with the gentle emerald eyes was the same woman as the Red Witch. Darkstar's concubine and Vilgax's most ruthless enforcer. Devlin couldn't even begin to imagine what could have happened to turn his mother so… evil.

"Why do you always stare at that?" Kenny asked. "You know it makes you sad."

"I wanna remember what he looked like." Devlin informed the younger boy.

"T'ch, well that's easy. He looked like you." Kenny scoffed with a shrug. As if this fact should have been obvious.

They waited until after Helen, Manny, and Julie were finished loading the car.

A dark blue muscle car that had been with their group for as long as the boy's could remember. On the outside it looked like a modified GTO Judge with a dark-blue finish and single off-center racing stripe, numbered 11. But on the inside, it was outfitted with all sorts of crazy Plumbers tech, everything from impact resistance, to heavy artillery. The thing was practically a tank -a sporty tank, but still a tank.

Also, it was everything proof.

Devlin wanted that car. He promised himself that, as soon as he was tall enough to reach the pedal and see over the wheel on his own, he would make it his.

Kenny waited until the car was just pulling off the base before he turned to Devlin. "Dude, transform and go invisible. We're gonna follow them."

"But we don't know how far they're going." Devlin protested. "I've never flown very long, and-"

"Do you wanna fight Vilgax or not!?" Kenny stamped his foot on the ground in impatience. "C'mon, Dev. Don't you wanna rescue my dad, or avenge your dad? We'll never do that if we just stay at the base where its safe like good little boys. Lets follow them on the raid and kick some squid-faced alien butt!"

"I wanna kick squid-face butt." Devlin admitted.

With a sigh, the older boy stood, taking off his jacket. The Osmosian took a few deep breaths, getting his body under control. Then he transformed. Chest expanding, spine elongating into a tail, wings sprouting from his back, extra arms bursting from his sides, eyes changing shape and number. When Devlin was done he was utterly unrecognizable as the boy he actually was. Instead, he looked like a monster straight out of a xenophobe's worst nightmare. A conglomeration of ten different aliens -the original ten from the first Omnitrix.

Devlin heaved a second sigh, stretching his extra arms and wings. He was always so stiff the first few moments after transforming. He had to work some circulation into limbs and muscles that were almost never used. When he was done, Kenny and Zed both practically jumped into his arms.

"Whoa!"

"Alright. Let's fly!" Kenny commanded. "C'mon. They've already got a head start! Oh! And don't forget to use Ghostfeak's ability and turn us invisible."

Devlin rolled all three of his eyes, but took to the air anyway. They were actually going on a raid. For real this time. They were gonna kick some squid-face butt!

…

"I don't see why we can't just fly there in Ship." Manny commented from the backseat of what had once been Kevin's car -may he rest in peace.

"You mean aside from the fact that a bright neon-green flying combat jet isn't exactly the most stealthy vehicle in the world?" Julie asked from the driver's seat. "Ship also needs to conserve his strength for the unwanted yet ultimately inevitable fight to get back out of the factory."

"Ship, ship!" Agreed the little Galvanic Mechamorph from the other seat in the back. He looked to Manny, expecting pets, but was -disappointingly- ignored.

"Why do they call it a factory, anyway?" Helen asked. "I mean, you can't manufacture Taydenite. Its a naturally occurring mineral. You mine for it and it's either there or it isn't."

"I guess we'll figure that out in a few minutes." Julie decelerated and parked behind an empty shipping container. "We're here."

They filed out of the car, making sure to leave the doors unlocked for a quicker get-away. Helen did one more check of their equipment The mission was simple. But then again, all missions sounded simple in the briefing room.

Ten years ago, the Detrovite criminal, Vulkanus, allied himself with Vilgax. Providing the precious Taydenite that fueled the Chimera Sui Generis warships. Their carriers, battleships, and in-atmo fighters -all running off of Taydenite crystal power, provided by Vulkanus. In exchange for his role in the take-over of Earth, the Detrovite was given a portion of land on Earth as his own, permanent employment from the Vilgaxian government, and the title of Rall'ya -a rank of Vilgaxian nobility.

Those last two details didn't really concern them or their rag-tag group of insurgents and freedom fighters. What did concern them was what Vulkanus did with his land after it was given to him. He set up a factory to increase Taydenite production. This struck everyone as odd for two reasons. One, being that Taydenite couldn't be manufactured. Either it was there or it wasn't. You had to mine it, not make it. Number two, being that Taydenite was not a naturally occurring mineral on Earth. All the Taydenite on Earth -prior to the Vilgaxian invasion- was brought in from other planets.

Their mission was two-fold. One, to destroy the Taydenite 'factory' and interrupt the Taydenite supply to Vilgax's military. The second being to discover how Vulkanus was even managing to manufacture Taydenite in the first place.

"Everybody ready?" Helen asked.

In response, Ship jumped up into Julie's arms, wrapped himself around her body and morphed into an armored mobile combat suit. "Ready."

…

The invisibility started fading first. Devlin, Kenny and Zed flickering in and out of visibility like static on a TV. He'd neither stayed airborne this long, nor maintained invisibility for as long either -and he'd never done both together. The Osmosian was getting tired. He needed a rest. Especially if they were about to jump into enemy territory. He landed on top of the same empty shipping container Julie parked the car next to.

"Dude! We're to exposed up here. They'll see us!" He was non-specific as to who 'they' were. Helen, Julie, and Manny, or the bad guys who guarded the factory.

Devlin reverted back to human form, panting. "Just gimme a minute. I need to rest."

Nervous -they'd never been on a real mission before- Kenny jumped down from the shipping container, and pulled Devlin with him. The boys hit the top of the car which bounced on its tires, causing them to lose balance and tumble to the ground. Zed jumped down far more gracefully, landing on her feet like a cat.

"Ow…" Devlin groaned as Zed licked his face with sympathetic affection.

"At least we're out of sight." Kenny reminded him.

He peeked around the corner of the empty shipping container to see Julie -in her Ship mobile suit- cutting the links of a fence that ran the perimeter of the compound. Manny pried the hole wider with all four of his arms and held it open for the two women. They left the hole in the fence, not even bothering to conceal their entrance, and made their way towards the center of the compound. Darting from building to building, staying in the shadows. Kenny watched their path until they disappeared from his sight. Then he was once again grabbing Devlin's arm, pulling the older boy to his feet.

"C'mon. They left us an entrance."

"I still need to rest a bit more." The Osmosian complained. "If there's a fight I won't be able to use all my powers."

"Don't worry. I'll protect you." Kenny promised.

Devlin wanted to know how his friend expected to do that. He had no powers or weapons of his own. Kai, Cooper, and Devlin's grandma were trying to reproduce the Omnitrix -which Kenny had already decided was his- but it was still a long ways from being ready to actually be worn by anyone. In short, Kenny had nothing to back up his promises with. He was all guts and conviction, but no substance. If anyone was gonna need protecting it would be Kenny and that protection would have to come from Devlin -since between the two of them, he actually had powers of his own.

Kenny pulled Devlin through the gap in the fence, following the same path Julie and Manny took. Darting from the cover of one building to another. Always staying on the shadowed side of every structure they paused at. Checking around every corner before moving to the next one. Finally they reached the point where the others disappeared from his sight. An elevator built into the face of a cliff. From all outward appearances, it looked like the entrance to a mine shaft.

Leaning over the edge, Kenny peered down. The elevator carriage was already at the bottom. They would have to fly down.

"Dev, change back into your mutant form."

"Not yet." The older boy insisted.

He examined the elevator cables, counter weight, and top-side controls, looking for another way down that did not involve him transforming into his mutant form. Devlin had a natural talent for mechanics and machinery. Not nearly as amazing as Cooper's talent for technology, of course. Devlin was more on par with Rook. All he had to do was look at the insides of a machine and he could figure out how it worked. Take it apart and put it back together again.

The elevator was a pretty simple design. Carriage. Counter weight. The carriage went down and stayed down until whoever was down the shaft came up again and it stayed up until the new shift went down. The problem would be using the elevator without anyone down the shaft noticing.

"Well, if you don't transform, we'll have to climb down the cable in the middle." Kenny huffed.

"You'll shred your hands." Devlin informed him. He'd cut himself with cable working with Rook enough times to know.

With a sigh, the Osmosian agreed that transforming and flying them down was the easiest plan. Devlin transformed again and picked up Kenny and Zed. Using his Lepidopterran wings, he fluttered them down to land on the top of the elevator carriage. Devlin pried open the top access panel before transforming back into human form. Both boys hopped down, through the elevator carriage, and into the mine shaft.

Magnetic rails branched off into three different corridors.

"Which way should we go?" Kenny wondered aloud.

"This was your crazy idea." Devlin reminded him. Sneak along on the mission. Fight bad guys. Rescue Ben. Avenge Kevin. That was why Devlin came along, to avenge his dad. But Kenny was the brains of this particular operation. Devlin was just along for the ride and the inevitable, gratuitous violence.

Before the younger boy could make a decision, Zed caught a scent. Her nose going up in the air, her tail wagging with recognition. She gave one short bark for the pups to follow her before she darted off down the center corridor.

"Middle one, I guess." Shrugged the younger boy, following after the Anubian Baskurr hound.

Devlin followed them down the middle corridor. The tunnel seemed to slope downwards, taking them deeper underground. The path branched off to the left or right a few times as they went, but Kenny always kept them on the middle path. An almost straight line down into the bowels of the mine.

And then they came to the end of the magnetic rail racks.

A wide open room. Full of rail carts. Some empty. Some overflowing with shining blue-green Taydenite. A number of small aliens around Kenny and Devlin's own heights scurried about filling the empty carts with new Taydenite fragments, others were weighing or coating larger fragments, and yet others were chipping away at something in the back of the chamber.

Way, way, in the back. Almost against the far wall. The first thing they'd seen in the whole 'mine' that looked like naturally occurring Taydenite. One giant, multi-pointed, crystal. Taller than a grown man. And each time someone chipped a piece off, the crystal grew back almost instantly.

Taydenite did not grow that fast. Very few crystals or mineral in the world grew that fast and Taydenite definitely wasn't one of them.

It was that very Taydenite crystal that Zed was springing to. A single straight path across the room, not even bothering to hide her presence from the Pickaxe Aliens. She darted around some and jumped over others in her need to get to man-sized Taydenite.

"What's gotten into her?" Kenny asked as Pickaxe Aliens began scurrying about. Grabbing for weapons or sounding the alarm.

"I donno." Devlin admitted. "I've never seen her like this."

…

Julie set the blast putty. Sticking the pliant, clay-like, gel to the wall, and poking a detonation trigger through it. She set the timer for the the detonation switch and moved on down the corridor.

They had each taken a path. Manny down the right. Helen down the middle. Her down the left.

Something was bothering her about this 'mine'. It appeared to be a 'mine' in name only. While the complex did seem to be a series of tunnels underground, there was no actual evidence of mining. The walls were cut out of the earth uniformly. One smooth slice along the stone. There was no evidence of digging, or chipping, or scraping away at the rock for ore. It was clear that this was no 'mine'. But that did beg the question of where did all the Taydenite come from?

They called this place a 'factory'. But you couldn't manufacture Taydenite. You had to look for it. Dig. And you either found it, or you didn't.

Julie paused at the next intersection and placed another wad of blast putty.

Down the right corridor, Manny did very much the same.

Place the blast putty. Move down the corridor. Place more blast putty. Their first objective seemed to be going rather smoothly. Bring down the Taydenite factory and interrupt the Taydenite supply. But thus far, there was no evidence to suggest what might be allowing Vulkanus to produce so much Taydenite on Earth. Their second objective might have to go completely unfulfilled at this rate.

At least the right and left corridors were mostly deserted. Julie and Manny's efforts went completely unnoticed.

Helen, and the middle corridor, however, was another story all together.

She was fast, and so set her charges almost immediately. Knowing that her partners couldn't possibly be done with their shafts yet, she decided to take this time to explore the facility and maybe try and find out just how or why this place was such a productive Taydenite plant. Since Taydenite was neither a naturally occurring substance on Earth, nor was it a mineral that could he manufacture. But it had to come from somewhere…

The corridor dead-ended in a large cavern chamber full of Pickaxe Aliens and mining carts. But they weren't digging in the earth, chipping at the walls or at the ground. No. They are chipping at one gigantic Taydenite crystal against the back wall. That was odd enough as it was, one crystal providing enough product to fuel an entire space navy. But every time they chipped away at the crystal it grew back. Vulkanus had somehow managed to engineer and grow a strain of Taydenite that not only grew quickly, but also regenerated when chipped. With that one crystal, Vulkanus could power Vilgax's entire army for… well, forever!

Helen had to destroy it.

With her Kineceleran speed she crossed the room without anyone detecting her. The most they might have noticed was a quick gust of air as she passed.

Next to the crystal now, Helen saw that it was mounted in some sort of frame on the ground. Maybe some sort of stim-matrix. Something to help stimulate the crystal's growth? Whatever it was, it didn't matter. The crystal had to be destroyed. Might as well blow up the frame -whatever it was- along with it. She pulled out a wad of blast putty and stuck it to the side of the frame. But it was as she was setting the detonator that she heard the crystal groan.

Groan!

Like a living thing. Not a rock.

A living thing that was in pain.

Helen peered around to the front of the crystal and saw to her shock and horror, the face of a man. A face covered in Taydenite, as if it were made of Taydenite. But she knew it wasn't because she recognized that face. "Kevin!"

She gaped at him.

"But… you're dead!"

...