Hello there! After much thought, I've decided to update and fix up my Ben 10 fics. I know I have a butt load of spelling and plot erros, so I wish to correct them. I hope you like the new, polished version of 'Empty Spiral'.

Disclaimer: I dont own Ben 10. Man of Action and CN has the goods. I only own Eloi and other characters you dont recognize. Savy?

Empty Spiral

Chaptire I

"Oh no,

here it is again

I need to know

when I will fall in decay

Something wrong

with every plan of my life

I didn't really notice that you've been here

Dolefully desired

Destiny of a lie

Set me free

your heaven's lie

set me free with you love

set me free."

- Lacuna Coil "Heaven's A Lie".

Carnivals always held a sort of mystical quality for Max Tennyson. They always came and went, a circle that feed into itself. It made Max feel nostalgic as he and his grandchildren, Ben and Gwen, walked through Verde Springs Summer Carnival. Ben was feeling particularly hyper that day, bouncing up and down like a six-year-old hoped up on seven strawberry ice-cream cones.

"Grandpa, lets go on the roller coaster!!! Please!!" Ben pleaded, trying the Bambi eye technique on Max. Gwen wasn't impressed.

"No way. You cant trust these cheap carnie rides that are always being taken apart and put back together." Gwen said to her over excited cousin. Ben didn't care.

Max stood and watched his grandchildren bicker back and forth. Feeling charitable, he took out his wallet and pulled two bucks. Ben looked at the money with wide eyes.

"Grandpa, you do know that the tickets are only 50 cents?" Ben asked.

"Yes, but I think that tonight we can afford to splurge a little. We don't get to go to many carnivals that doesn't have any odd things happen." Max said, remembering the last time they were at a carnival. Bens' eyes widened with glee and he raced off to the ticket booth.

"Remember! We meet back at the RV at 5' sharp." Gwen shouted to Ben, hoping that he heard her.

"Well, I'm going to the game booths, okay grandpa?"

"Fine, Gwen. Just try not to use all your money on one game. They always make it hard to win." Max advised his granddaughter. Gwen smiled and headed for the games.

Max sighed and just wandered around the fair grounds, trying to enjoy the time he had to himself. Not that he didn't love his grandchildren, its just that everyone needed some personal time now and then. He made his way past the outdoor stage where some rock band he'd never heard of was playing. Max stopped for a moment, trying to catch some of the lyrics that were being sung.

"Hanging with Simon in the Phantoms lair,

Musing with Ayanami without care.

Nothing in particular; I think about alot

Waxing on the subject that takes up all my thought.

Last night I sailed through the Black Sea;

I wandered the world over and frolicked in the free.

I sang a Tom Waits song, and painted a gray portrait;

The Witch Queen calls me up; I have to be there by eight."

Max shrugged. He couldn't figure out what the frag these people were singing about. Some New Wave poetry stuff, or whatever. Max continued walking, un till he got to the fence that separated the Fair Grounds from Verde Lake. He leaned against the fence, listening to the combined sounds of the waves, the concert, and the fair. It was a symphony that soothed Maxs' worn soul.

"Hmmm. Life doesn't get any better than this." he said to himself. He listened again, and found a new note in the soothing symphony. It sounded close. Max turned his head to his left and saw a young girl crouching on the cement fence, staring out onto the lake. She was humming a classic song, sounding like something by Beethoven. Max looked harder and saw that she was completely pale. Her skin was so white, and her hair was practically snow white, only to be contrasted by her black clothing.

"Perhaps she's and albino?" Max thought. He turned away, not wanting to be rude by staring at her. She stopped humming and spoke up.

"I like the classics. They have so much more character than the majority of the music these days." Her voice was a little low for a girl, but feminine enough to show she was a female. She looked over to Max, wearing a pretty smile on her face. Her eyes were not red, like they would be for an albino. Instead they were dark, almost black.

"Having fun, miss." Max asked. The girl chuckled slightly.

"In a manner, yes. So what brings you here? Tourist right?" she said.

"Yes. I'm taking my grand kids cross country for the summer."

"Wow, that must be fun. I never get to go anywhere, myself." said the girl. Max smiled at the girls frankness and friendliness. She then hopped down from the fence, and walked towards Max. She held out her hand gracefully.

"By the way, my names Eloi Poe. That's L-O-E, okay. People have trouble saying my name right."

"Well, I'm sure I wont get it wrong in the future. I'm Max Tennyson. It's a pleasure."

They shook hands, all the while Max felt a little odd. Like a strange sense of deja vu washed over him. He knew he had never met this girl before, but something about her seemed so familiar. He was pulled from his thoughts when he heard his name being called out.

"Grandpa!!!" called Ben and Gwen. Max looked behind him and saw his grand children running toward him. Had his focus remained in front of him, he would have seen a look of murder on the albino girls face.

"What are you two doing here so soon?" Max asked. The two looked at him puzzled.

"Grandpa, it's 5:15. We got worried and started looking for you." Gwen said. Max looked at his watch and it proved Gwen right.

"Oh my God, how did it get so late. Sorry, kids." Max said. He turned around to say goodbye to the girl, bout found that she had left already. Feeling a little sad, Max turned around and walked with Ben and Gwen back to their rusty old RV.

Little did he know that Eloi was watching him from a tree near the fence. Her dark eyes burned with a hatred that could blacked the purest of hearts.

The tree branch she was grasping broke in her hand, pushing some large splinters into her hand. Eloi didn't even notice as she stared holes in the back of Max Tennysons' head.

"That's right Tennyson. Enjoy your day out with your faux family." she spat like a cobra spits venom. "It will most assuredly be your last."

The smile she gave was a complete contrast to the one she gave Max. This one showed the true psychotic nature that lurked under her pearly skin.