-Olivia's POV-

I smiled up at the sky as I ran over the rolling green hills that spread far around me. It was my birthday, and that meant that I was finally turning 11, after somewhat mastering my mind powers. I'd figured out that I could tune out of this world, and see other worlds through another creature's eyes. The only downside to that was that my body, left on earth, decided to take on the behaviors and traits of whatever creature I was inhabiting for the time being. That left my best friend, Ben Tennyson, chasing me all over kingdom come as I ran all over acting like some alien.

I stopped for a moment, to catch my breath. I sat down on the swaying grass, and watched the clouds float by as a slight breeze blew my shoulder-length brown hair in all directions. I heard a sudden rustle of grass, and the wind changed pace as, streaking towards me, a raptor-like creature appeared. I smiled at his arrival. As I did this, in a flash of green light, the creature transformed into a boy, with brown hair and green eyes. He was wearing a white T-shirt with a thick black stripe running down the middle, and green cargo pants. This was the true form of my friend, Ben.

He sat down next to me and crossed his legs casually. He did everything casually. Ben was a laid back kind of guy, and I admired him for that.

"So, how's your birthday so far, Olivia?" He asked me, smiling widely.

"Great! I had the best time running through here. Just a break from that stuffy RV." I said, putting some of my hair behind my ear.

"You said it. It's like a sauna in there." Ben complained, sighing.

Without even thinking, I tuned out. That was what I called those out-of-body experiences. If you could call them that. It was very dark on this world, I could see that. There was also a sharp burning in my throat, and I was aware of a strange taste in my mouth. If anyone had ever tasted poison, I was sure this would be the taste, although I felt perfectly healthy. Was this my poison? No, it couldn't be. I felt too... Human. It was almost like I was a stronger version of a human.

In this body I saw a real human walk by, and the burning in my throat raged higher. I couldn't control myself, and in a flash, I was pouncing on it, fangs bared...

I was snapped back to reality with the sound of Ben's screaming. He was writhing on the ground, clutching at his arm. I was taken aback for a moment, and then I regained my thoughts.

"It burns! Olivia!" He was screaming, thrashing wildly.

I tried to help him in the best way I could. "Ben? Ben what's wrong?" I asked frantically. Some birthday, I thought bitterly.

"Burning, Olivia! My arm!" The thrashing got worse as he screamed. I decided to take him back to Grandpa Max and Gwen. They could help.

I picked him up and ran as fast as I could, as he screamed and wriggled in pain, still holding his arm to his chest. 'It's not his Omnitrix arm… So it couldn't have anything to do with that.' I thought, running faster now. As soon as I reached the RV, I kicked the door open and put him on the table.

"Something's wrong with Ben." I snapped, whipping my head around to look at Max, who just stood there, dumbfounded. I saw Gwen out of the corner of my eye, mouth gaping. "What are you doing? Help him!" I yelled, trying to be heard over Ben's screams of agony.

"What happened to him?" Max blurted, hurrying over.

"I don't know. We were sitting in the grass, and I tuned, and then-" I started, but Max cut me off.

"You did this. Whatever form you took did this." Max said, amazed.

I gasped, and my throat closed up. I had hurt Ben this way. I ran out of the RV, tears stinging my eyes. The sounds of Ben's screaming echoed behind me, followed by a total absence of them. I stopped abruptly in my attempt of getting away. What had happened now? I rushed back into the RV, and saw a horrific sight. Max was up against the wall of the RV, holding a blaster in one direction, and Gwen was up against another wall, with Ben pinning her down. Were those fangs snapping at her? I couldn't believe this. Gwen gulped, and Ben hissed, getting closer with each snap of his jaws.

"Ben!?" I blurted. My voice was strange and distorted with shock as it came out of my mouth. Ben turned and let go of Gwen's arms, and she fell to the floor, clutching her chest in fear. He looked at me, and I saw that his eyes were searing with red. The blood drained out of my face, and a sudden chill went up and down my spine. Ben was... I dared not think of the word. "Ben..." I uttered, tears overwhelming me again.

He merely hissed and was on me at once, his body smashing into me hard, resulting in both of us falling to the floor. He was on top of me now, his fangs just inches away from my face, growling in a low, raspy tone. As an instinct, I kicked him, and to my surprise, he flew out the door of the RV, which I closed behind him immediately. I gasped for air, and sank to the floor, still grasping the doorknob.

"...What...Just...Happened?" Gwen gasped, looking at me.

"I...I don't...Know..." I struggled to catch my breath, urging my lungs to try harder.

"Whatever did, we have to stop it." Max said simply, putting his laser in his pocket.

"But... We can't hurt Ben..." I realized, looking at Max. It would be too hard to harm my best friend.

"Then how will we stop him? From... You know, attacking innocent people like that?" Gwen asked, standing up slowly.

"We'll have to do everything in our power. Olivia, you're going to have to try not to tune for a while." Max ordered.

I nodded, feeling as if I never wanted to tune again. What good was it if it hurt my friends? It would take a lot to get used to not having Ben with me. For the time being, I was all alone. I gulped, choking back another wave of tears.

"How will we find him? You saw how quickly he moved in on us like he was stalking his prey... He could be anywhere by now." Gwen noted.

"We can split up. Olivia can take the south, I'll head north, and Gwen can go west. The east is not an option for him since the forest is dense and nearly inescapable." Max explained, looking at Gwen.

We moved out of the RV at once, and I was at the back because I didn't want to be the first to go if Ben was still out there. I walked around the RV, and headed in the direction Max had said. It was very dismal now, as I neared the edge of the forest to the south. This forest was much less thick, and I assumed Ben could pick his way through. Then a horrific thought struck me. Ben's Omnitrix, at full powerful, was not a force to be reckoned with. But, with this newfound strength and deadly speed, what could his forms do? I winced, imagining fourarms tearing through buildings and attacking people.

As I headed towards the seemingly first tree of the forest, I glanced up at the sky for what I knew was the last time that day. I took a deep breath and walked into the dark trees that loomed overhead like some sort of omen.

It was even darker inside the forest than I'd thought, and twice as damp. My feet squashed under me, and sometimes I even had to work to pull my foot out of the mud. I made a face of disgust as I brushed some spider webs out of the way, and fought back a scream as a large hairy spider crawled onto a tree next to it. At one point, I heard a rustle in the underbrush, and nearly yelped. It was only a lizard though, and I kept walking.

All too soon, I found myself back in a clearing. To my utter dismay, the Rustbucket was parked only a few short yards up the field. I groaned and dragged myself over, only to find that Gwen and Max were already inside.

"Huh? I thought you guys left." I said, surprised.

"We did. We couldn't find anything." Max explained, shaking his head.

Gwen sighed. "Except for a big raccoon. He bit my pant leg and I had to find Grandpa before it let go." She said.

I suppressed a giggle and frowned. "Then he must be..." I started.

"To the East. I don't know how, but he is." Max finished my thought.

We grabbed whatever weapons we could, and I ended up with a laser and an energy shield. Then we quickly ran out of the RV, heading East towards the dense forest. I knew that this forest would pose as more of a challenge than the first, but I was ready.

It wasn't long before we noticed a pattern beginning to form. Dead deer, strewn about in a straight line, heading into the thick of the forest. I gulped as we followed the horrible rotting stench into the trees.