"Ben!" The Tennysons cried the name in unison as the red crystal shattered, spraying the red-haired teenager and the Chimera Sui Generis with bullet-like shards that shredded their garments, opening wounds on their flesh that wept creeping mist. Gwen sucked in a breath at the expression her friend made as the crystal tore his body; grimacing horribly at the instant of contact, the look of pain passed in seconds, replaced by a sort of sad serenity.

"No! I will not be denied my revenge!" Vilgax roared in impotent rage as his form began to disintegrate, the green and black of his body melting away into a dense white fog that was slowly spreading throughout the facility. Hex and The Forever King abandoned their posts by the machine, red lightning erupting around them as conduits began to melt and fuse together. The lights flickered out, leaving the room aglow from the mist itself, which emanated a soft white light.

"What's going on, what's happening to you?" Gwen reached out to touch Benjamin, but her fingers passed through his body, causing the part she touched to drift away from the rest of his slowly dissolving form, joining with the mist around them.

"I'm dying again . . . I guess." He smiled softly, "It feels like before, when I was lying in the hallway . . . I feel like I'm slipping away."

Gwen's eyes started to well with tears, "You can't die!"

"Just hold on man!" Ben began to twist the Omnitrix's dial rapidly, "Maybe as Upgrade I can fix the device, or as Ben-Viktor I can power it back up." The dial glowed red, ignoring his commands, and he struck the watch furiously. "Darn it, it's not working!"

"It's okay Ben." The teenager smiled, his face tired. "If you turn it on, Vilgax might come back, and as long as it's running, he can't be destroyed. We all know that."

"But still . . ." Ben's lip quivered, "It can't end like this."

Benjamin laughed and reached out to ruffle Ben's hair, but his hand dissolved into mist as he touched the younger boy. "It was over a long time ago Ben, I was just pretending that it hadn't ended. But I know now, that my time has already passed . . ."

"No!" Gwen pulled out her spell book, furiously flipping pages. "Somewhere in here there has to be a spell to stop this! Or maybe in the Archamada!"

Max laid a hand on his grand daughter's shoulder, "No Gwen, if Hex and Driscoll have taught us anything today, it's that we shouldn't meddle with things we don't fully understand." Max looked sadly at the teenager, "No matter how much it hurts us."

"Forget that!" Gwen smacked her grandfather's hand away, "They brought Ben here in the first place, it's too late to worry about meddling. We owe it to him to not let it end this way!" She began sifting through the rubble, as did her cousin.

"Gwen."

Benjamin called to her, but she ignored him, digging through the semi-collapsed structure. "Hex was here when the roof fell; maybe he dropped it over here somewhere!"

"Gwen!"

"Hurry up you stupid watch!" Ben continued to dig, "If only I could go Four Arms!"

Benjamin moved toward the two younger Tennysons, drawing the mist into himself, his face contorted in pain. He kneeled down, laying a hand on the red-haired girl's shoulder, "Gwendolyn, look at me."

She spun in surprise, finding him right behind her, his hand on her head as he brushed her hair back. "Ben, I don't want you to go!"

"I don't want to go either," he smiled, wiping her tears away, "But I have to."

Gwen sobbed loudly and threw her arms around him, weeping into his shoulder. "It's not fair! You can't go!"

Benjamin smiled and offered his other arm out to Ben, "A hug or a hand shake, Ben."

The brown-haired hero walked up and shook his friend's hand, then went in and hugged him. "Hand shakes are for friends, you're family."

The two of them couldn't see, but Benjamin blinked back tears as he hugged them fiercely. "Thank you Ben, that's the biggest compliment I've ever been paid." The two of them released him, Gwen reluctantly, and he smiled sadly. "I'm going to miss you, all of you. Ben, you're a good man, take care of your granddad for me. And you, Gwen," he smiled and kissed her cheek, "You're going to dazzle the world with your brilliance, someday."

"I promise I'll find a way to bring you back." Gwen wiped a tear away, "I'll dig up every book, every spell, whatever it takes. I swear it."

Ben smiled at her, "Gwen, if you spend your life fixed on one passing moment, you'll miss out on so many wondrous things." She stared at him, but he continued. "I will remember you always, as the brilliant girl who made me feel dumb by comparison, and I know that someday you'll meet and fall in love with someone who is just as brilliant as you." He winked, "Besides, we'll always have San Francisco."

Max smiled, "It's been a real pleasure to meet you, son."

"For me too." Benjamin shook his hand, "You watch your back, Max, I'd be awfully angry if you showed up prematurely."

And he was gone; Max's hand closed around intangible mist that slowly sank to the ground, every trace of the strange teenager lost forever. Max hugged his grandchildren close, smiling fondly. "Goodbye Mister Bradt, we'll miss you."

- J -

Drifting in the mist, Ben waited patently for the end. Would he disintegrate like before, slowly feel his every memory stripped from him, until he was nothing? "A shame to go out that way," he said to the void, "I've made so many wonderful friends; I'd hate to forget them all."

He felt ground beneath his feet, hard and smooth, cobblestones. The mist began to thin, and as it peeled away, he saw the glorious ocean. Miles of blue water stretched before him, and from his vantage point on the stone bridge, the sky seemed to go on into eternity. The radiant sun shined bright in the sky, and the breeze was cool on his face; even the air itself seemed pure and full of energy. "Heh . . ." he slipped his hands into his pockets, staring out at the boundless paradise, "This must be heaven . . ."

"100 light arrows . . . Sagitta Magica!"

Ben whirled at the shout, his eyes widening at the sight of many glowing missiles streaking towards him. "Oh my God!"

"100 ice arrows . . . Lilac Spiritus!"

As he turned to run, he found a similar hail of frozen missiles flying towards him, completely flanking him. "No no no no NO!" He threw his arms up, activating his Barrier program. The missiles hammered the surface relentlessly, sending deep cracks through the surface. "NOOOOO!" The bubble imploded, and Ben took the brunt of the remaining blasts, screaming wordlessly as he was catapulted into the air. The blasts sent waves of agony through his body as his clothes began to crumble; reduced to shabby rags as he plummeted back down to earth, hitting the stone bridge with a dull thud. He lay still, smoldering, his vision blurring.

SYSTEMS REDUCED TO 15% AND FALLING . . .

SHUTDOWN IMMINENT . . .

SYSTEMS OFFLINE IN 5 . . .

4 . . .

Ben wanted to scream, but his body wouldn't respond. Already he could feel himself fading. "This is . . . This is you're an- . . . Answer t- . . . To my plea . . ."

3 . . .

"It wasn't . . . -nuff t- . . . To erase me . . . You . . ."

2 . . .

"You had t . . . To blow me . . . Up . . ."

1 . . .

SYSTEMS OFFLINE

Ben convulsed as his body began to shut down, numbness spreading through his limbs. "I . . . hate you . . . God . . . you . . . son of . . . of a . . . bi- . . ." His eyes rolled back in his head, and everything went black.