Okay so this is my first Ben 10: Alien Force fanfiction, so go easy on me! It's set during the episode "Darkstar Rising". What if Gwen's plan had gone horribly wrong at the end of the episode? I kinda stretched out what I thought Darkstar could do, so sorry if it's way incorrect with the series. But then again, it's my fanfiction, I'll do what I want ;3

"I don't understand what's going on," the plumber chief wondered aloud, turning to Ben and Kevin as they dangled in the imprisonment, held tightly with chains. "That's the guy who tipped me off that you were impersonating plumbers."

"And he scammed big ugly too," Kevin sneered, grinning at the Highbreed, which gave a fierce snarl at his comment. "Well he did," Kevin said smugly, "don't snarl at me!"

"I know who he is," Ben said suddenly, glaring out in front of them.

"Do you really?" a deep voice answered as the black-clad figure stepped from the shadows and into the blue light of their glowing imprisonment.

"You had to be somebody who knows all about the plumbers and the Highbreed," Ben said definitively as the figure stood patiently in amusement. "But most importantly, you had to be someone with a grudge against us. Why don't you take off the dopey mask, Michael?"

Kevin's eyes opened in shock, and anger flowed through him. "Wait, that's Michael Morningstar? The creep who tried to steal Gwen fr-" he stopped, blushing, as he tried to backpedal his way out of Ben's intrigued stare. "Who…who stole all his powers from those girls at his prep school?" he finished awkwardly, obviously feigning his repulsion of the other girls being hurt- he only really cared that Gwen had been hurt that night.

"When you ruined my plan, you nearly destroyed me," Michael continued. "But over the weeks, my powers returned- stronger than ever. And so did my hunger. My old method of feeding is no longer sufficient."

Ben fought back a shudder at the word "feeding". "High school girls to tough for ya, huh?" he mocked.

"To the contrary, I need more power than they can supply," he said briskly, obviously ignoring Ben's joking tone. "Michael Morningstar no longer exists." Pausing, he lifted his hands to his mask and let hit fall to the floor with a loud clang. "Now I am Darkstar."

Ben and Kevin barely suppressed gasps of shock. Darkstar's face was a ghastly pale gray, his skin taught over his skull and his eyes hollow.

"You did this to me!" Darkstar screamed, throwing out his hands. "And you will feed my hunger!" Streaks of black shot from Darkstar's palms, enveloping Ben, Kevin, the plumber, and the Highbreed. All four bit back screams of pain as they writhed against their chains, praying for the agony to end. "I will take your strength and make it my own, until you have no more to give," Darkstar said satisfied, watching as his captives continued to struggle with the pain.

"If you can reach your Omnitrix, maybe Alien X…" Kevin muttered to Ben with clenched teeth.

"No," Ben said quickly, wincing when he forced his eyes open, "if he absorbed all of that power, nothing could stop him."

"Eventually I'll have it all anyway…" Darkstar said, pleased.

"Michael!" Gwen's voice rang throughout the room. Darkstar ceased his attack, surprised, and turned to face Gwen. Kevin, though glad the pain had stopped, was horrified at the sound of Gwen's voice- he'd been elated that she'd gotten away, and he'd hoped she would stay away. Of course, he had no such luck.

"Ew," Gwen said suddenly at the sight of Darkstar's face. "I swear you were better looking when we used to go out…" Kevin felt a feeling of satisfaction at her reaction to his looks, though wanted to punch something when she referred to their past encounter as 'going out.'

"Laugh while you can," Michael said icily, "I've got all the power of your teammates, plus the Highbreed and the plumber. How can you possibly defeat me alone?"

Gwen looked smug, which made both Ben and Kevin nervous. "Who said anything about alone?" she said confidently. Suddenly, the door smashed open and the windows shattered as dozens of DNAliens rushed in, lining themselves in front of Darkstar. "They're pretty mad about you kidnapping their boss."

Darkstar glared as the multitude of aliens stared at him. As they suddenly rushed at him, he yelled as he unleashed a large streak of black energy at the mob, taking the energy of over half of them. As the ones still standing got closer, he began taking their energy one by one directly through his hands and throwing their bodies aside.

Meanwhile, Gwen quietly snuck past Darkstar's view, and while still keeping her distance, projected a ball of mana at the top of the imprisonment which held her friends and- in one case- her enemy. The machine exploded with an array of brilliant orange and reds, though luckily no debris hit any of its captors, and the four prisoners fell unceremoniously to the floor. Kevin quickly took his opportunity to change as his body morphed into steel, and he easily broke the chains, then helping the others.

"Ben! Kevin!" Gwen cried happily, forgetting for a moment about Darkstar and running towards her friends. Kevin heard her call his name and quickly stood, waiting for her to reach his arms.

However, Darkstar had finished with the DNAliens quicker than she had expected, and he swiftly turned to her with a glare. Without warning, he raised his hand towards her and let loose a stream of black energy.

Kevin saw the scene in slow motion- Gwen was only a few more yards from the safety of his arms, but he could see the malicious glare in Darkstar's eyes and knew he wouldn't allow her to get there. "Watch out!" Kevin cried, horrified at what he saw. He tried to lunge forward and protect her, but he was too late.

Gwen spun around with wide eyes just as the blast of energy struck her forcefully on the side. The impact sent her flying sideways through the air until she hit the far wall with a sickening crack- she'd broken something, but what, no one knew.

"GWEN!" Ben cried as he watched with shock as his cousin slid unconscious to the floor. His shock melted into rage, however, as he turned his gaze to Darkstar. "Kevin, help Gwen," he growled so ferociously it almost startled Kevin.

Kevin quickly recovered though as he saw a pool of crimson begin to grow beneath Gwen. As he ran to cradle her broken body, he had to fight back nausea as his hands held her, her body seeming so frail. Her blood ran down along his hands as he held her, though he didn't know where it was coming from. Even as the sounds of Ben and Darkstar's battle raged so close, he didn't hear any of it- he only saw Gwen, her perfect, angelic face still and pale, her eyes closed. He ran a shaky hand along her neck and felt for a pulse, and he got one- slow and weak, but it was there. Still, she looked like she'd….No. He wouldn't think about that now.

Suddenly Kevin heard a large crash as Humongousaur cried out, smashing into a wall. A flash of green filled the room, and a dazed Ben laid half-unconscious on a pile of rubble. The Highbreed had disappeared and the officer was lying not too far from Ben.

Looking up, Kevin realized Darkstar's attention was now solely on him and Gwen as he advanced closer. Kevin held Gwen closer to him, though he was careful not to hurt her any further.

"Ahh, Kevin," Darkstar sneered. "Just can't stop taking Gwen away from me, can you?"

"Stay away from her," Kevin snarled defensively as Darkstar stopped to stand above him. He wanted to transform and beat the man to a pulp, but he couldn't leave Gwen alone and defenseless.

"No," Darkstar said bluntly. Raising his hand, he sent a wave of energy at Kevin, who, sitting defenseless, was blasted half way across the room from Gwen. Groaning, he became filled with anger as he saw Darkstar standing smugly above Gwen. Raising his hand, he used his energy not to attack Gwen, but to lift her body off of the ground in front of him.

Kevin let out a howl of rage, swiping his hand against the ground as he broke into a sprint, changing into concrete. However, Darkstar merely turned to him and smirked. "See you around, Kevin."

Suddenly the black energy enveloped both him and Gwen, and in a sudden flash they were gone, leaving an empty space where they'd just stood.

"Gwen!" Kevin called out, horrified that she was gone. "GWEN!"