The sun was hot, the ground was hard, and their bodies hurt. No one how long they had been there or how they even got there. They looked for an answer but it didn't come.

"Urgh." Ben Tennyson got up off the ground and held his head in his hand. He had a major headache. "Urh…what-what happened?" He looked around him and didn't recognize anything.

"Kevin! Gwen!" He called out to his friends.

"Over here!" He heard a shout and ran towards them. He wasn't to far from and soon enough saw Kevin standing next to his car, holding a passed out Gwen in his arms.

Ben stopped running once he right in front of him. "Is she ok?"

Kevin nodded. "Yeah, she's just exhausted. She used up a lot of her powers when she was fighting that woman." He explained to Ben. He looked down at Gwen and you could tell he was worried.

"We need to get her help." Ben said.

Kevin agreed with him. "Yeah, but the only problem is, where are we?" He asked looking all around them.

They were no longer in Bellwood; instead they were out on the side of a road, no cars were coming so they didn't have to worry about starting an accident.

Ben turned around trying to see if they were near a town or something. "Hey look." "I can see a town up ahead. It can't be more then about three miles and there has to be a doctor in there that can help Gwen." He said.

Kevin just shrugged but lightly. He wanted to let Gwen sleep and regain her energy. "If you say so." He walked to his car, opened up the passenger's seat and put Gwen down very gently. After buckling her in he brushed some hair out of her face and closed the door.

He walked over to the driver side but stopped when he finally noticed that Ben hadn't moved from where he stood. "Something the matter?" He asked wondering if he should absorb some metal.

Ben waited before answering. "Kind of. I can't explain it, but…I don't know. I feel like this place is familiar somehow. You know, like I've been to this place before." He explained or at least tried to.

"What do ya mean?" Kevin asked walking over to Ben. He glanced back at Gwen to make sure that she was ok. He looked up over at the windmills and got a chill down his back.

"You ok?" Ben saw him shake a little.

"Yeah, just a chill going down my back." He shook off the chill wondering why it happened. It wasn't cold out; in fact it was actually really nice out. "So, you got any idea on where we are?" He asked.

"Not really. Like I said, I feel like I've been here before but I can't exactly remember where." Ben scratched the back of his head trying hard to remember.

"Maybe you came here with Max? I mean didn't he use to take you and Gwen all over the world when you guys were on summer break?" Kevin suggested.

Ben thought about it for a minute. "Maybe you're right. After I got the Omnitrix, it sort of became a tradition for us to travel the world." He told him. That had to be it; they must have come here one time when Grandpa Max would take them all around the world.

"See, there's nothing to worry about. Now let's get going, we have to help Gwen and figure out where we are and how we're suppose to get home." Kevin said turning back and walked to his car. He didn't feel right leaving Gwen all alone when she can't defend herself.

"Yeah, you're probably right." Ben finally admitted walking back to the car as well. But if that was the case why did he feel like there was something else. Why didn't that answer feel right to him? "I guess I'll find out sooner or later." He muttered to himself getting in the back seat and buckled up.

Kevin got in soon after and started the car and drove off onto the road. Traffic was very light considering there were no other cars around them so it didn't matter how fast he was going. Well not to Kevin but to Ben it did.

"Slow down Kevin. You're gonna drive us into something." Ben said leaning back into his seat.

"Yeah right. Do you see anything that I can drive into?" Kevin asked looking at the opened road in front of them.

"Well still…!" Ben didn't know what else to say. "Just be careful."

"Aye Aye Captain." Kevin smirked at Ben and drove even faster. He wanted to get into town already and help Gwen.

Ben, feeling the car go faster crossed his arms and glared at the back of Kevin's head. He turned his attention to the window and looked out, trying to remember where they where. Everything around them looked familiar but he still couldn't place it in his mind. He sighed to himself ready to take a quick nap when he heard something.

"Wait. Kevin stop!" Ben told him.

Kevin just sighed to himself not stopping the car. "Why should I now?"

"Gwen's waking up." Once the words left Ben's mouth, Kevin stopped the car immediately and turned towards Gwen, who was waking up.

"Gwen?" He asked hopeful. Ben was looking at her from his seat hoping that she ok.

"Hmm…Urgh! Wha…?" Gwen opened her eyes but closed them immediately because of the blinding light. She blinked a few times getting use to the light that was around her. "Whoa. Well now I have a major headache." She grunted out her head in her hands.

"Gwen! You're alright." Kevin moved to hug her but remembered that Ben was still in the car with them. He moved away and looked out the driver's side window. "I mean, it's good that you're ok." He was blushing and they all new it.

Ben shook his head at Kevin and smiled. "How you feeling?" He asked his cousin.

Gwen moved around to stretch out her sore muscles. "I'm ok, just a little tried that's all." She answered honestly. She felt ok but she felt really tried, fighting Charmcaster really took a number on her.

Kevin finally after taking a few deep breaths, he turned back around to face Gwen. "Come on; let's get you to a town so you can get something to eat and regain some energy." He said restarting up the car.

Gwen smiled and nodded her head, she was happy that she could take it easy, if only for a little while.

They finally arrived into town and were crossing over on a bridge when Ben finally remembered where they were. "Where's at Niagara Falls!" He said looking out the window.

"Oh yeah." Gwen opened up her window. "Grandpa Max, use to take us here almost every summer." She looked out at the window and let all the memories that she made here come back.

"Cool, since you guys know you're way around here, mind pointing me in the faster direction to the nearest fast food place?" Kevin asked them.

Ben answered. "Sure. Once we're off the bridge, you have to make a left and then…"

"AHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!"

Kevin stopped his car once they all heard the scream. They all got out and looked to see where the scream was coming from.

"Look!" Gwen pointed at a lifted that was getting ready to fall. "There are people on that thing."

"Ben!" Kevin absorb the metal from the ground and looked towards Ben.

"Already on it." Ben slammed down on the watch and transformed. "Jetray!" He flew right off to go and save the people on the lift.

"Come on." Gwen used her powers to create a square disk to carry them across.

Kevin looked at Gwen. "You sure you can handle this?" He asked her. He didn't want her to exhaust herself anymore then she already was.

"I'm sure. I have enough power in me to do this." She told him. Kevin gave her one last look over before stepping on the disk and let Gwen carry them across.

Ben was already half way there when he looked down and saw three people fighting on what looked to be a steel raft or something.

"AHHHHHH!" He turned his attention back and saw that the lift was now falling. He flew faster and caught the people just in time before it flew into the water. He held them both by his feet and looked down at them.

"Don't worry. You're safe now…whoa!" He looked down at the people he was holding just as they looked up at him.

"Ben?"

"Now way." What or rather who Ben was holding was Gwen and Grandpa Max, but it was them from five years ago.

"How…when could you turn into this alien?" Gwen asked looked up at the new alien form of her cousin.

"Well I…" Ben tried to think of something to say but couldn't.

"Hey." All three turned to look and saw Stinkfly right in front of them.

"Two Bens?" Gwen looked back and forth between the two.

"Ben!" Gwen and came up near them and gasped at who Jetray was holding.

"Whoa." Kevin couldn't believe it and neither could Gwen.

"That's what I said." Jetray replied looking up at his friends.

"Gwen? Is that you?" Grandpa Max looked up at the girl who looked like the older version of Gwen.

"Grandpa." Gwen looked down at her grandpa and her ten year old self. "Where are we?" She finally asked.

"I think we're in the past." Kevin finally said.

"The past?" Jetray looked up at Kevin. "What do you mean?"

"I think during the fight, in stead of just being transported to another part of the world, we got sent back in time instead, to the past." He told them. It was the only thing that made sense, how else could they explain why there were two mini versions of Gwen and Ben.

"Um…excuse me." Stinkfly spoke up. "Do you mind telling me who you guys are and what's going on?"

All three teens looked at each other wondering what they should say.

"Well…" Kevin started but didn't finish.

"Argh! You're mine now, Tennyson!" Suddenly a big creature came and pulled down Stinkfly.

"Ben!" Both of the Gwens shouted down.

The teenage Gwen made a move to do something but Kevin stopped her. "What? We have to help Ben."

"Gwen…it's me." He said softly looking down at the creature that use to be him.

Gwen looked down too and gasped. He was right; it was the old mutated Kevin that they use to fight. "You're right. And Vilgax is down there too."

"I think I know why Ben said this place seemed familiar to him." He told her. This was the day that he and Vilgax attacked Ben but failed and got stuck in the Null Void.

"Ben!" The ten year old Gwen shouted as she watched her cousin fight off two of his strongest enemies. She began to struggle to get free. "Let me go. If you're not going to help, then just go away." She keep trying to get out of Jetray's grip.

Jetray struggled to keep a hold on her. "You know, I like you better when you're all grown up. " He flew them down to the ground and released them. "Wait here." He flew back up to where his friends where. "You guys keep and eye on them, I'll handle Vilgax and…" He stopped himself before he could say it. He knew who he had to fight but was worried about what it might do to the Kevin that he knew.

Kevin seeing that he was worried just sighed. "Go ahead Ben. I know what you have to do." He told him. He didn't like it but he knew that it had to be done.

Jetray didn't say anything; he just flew down and went straight for Vilgax. He fried at him with blasts from both his eyes and tail. He then went in and attacked him using his body and sent Vilgax flying into the water and heading downstream. Satisfied with himself he turned back around only to get hit in the face by a diamond hard fist.

"Ha! Take that." The mutated Kevin laughed at him. "I don't know who you are, but you're in my way, and I always make sure to get rid of things that are in my way." He turned back around to Stinkfly who was coming at him. He moved out of the way and grabbed him by his wings and slammed him to the ground and stepped on him.

"Ha. Now it's time for you to get squashed just like the bug that you are." He laughed once again.

Jetray got up and looked at the old Kevin and Stinkfly. Not happy with what he saw he decided it was time for a change.

"Humongousuar!" He shouted out and ran at Kevin 11. He punched him in the face just he did to him. He grabbed him by one of his arms and threw him into the water, sending him down the same path as Vilgax.

Stinkfly was just getting up when a shadow was hanging over him. "You ok?" Looking up at Humongousuar, Stinkfly could only nod. "I guess so." He started to stand up on his legs. "Thanks for the help, but who are you anyways?" He asked him.

Humongousuar tensed up thinking about his answer. "Well…" But he didn't answer. Because he was Humongousuar his weight was too great for the little steel raft thing, so they fell off and into the water.

Both boys transformed back into their human forms and tried to swim to shore. The current was strong and it seemed almost impossible but suddenly they were lifted up out of the water and landed on the ground.

"Thanks Gwen." Ben thanked his cousin and was happy that she used her powers.

"Whoa! You're me!" The ten year old Ben looked up his older self. "Cool!" He was happy with what he saw.

"And you're me." The ten year old Gwen walked up to her older self. "Wow. I grow up to be very cool looking, but there wasn't any doubt." She smiled crossing her arms. Like her cousin she was happy with what she saw.

Grandpa Max walked up to the two older versions of his two grandkids and smiled. He was happy that they grew up to be healthy and strong kids. He then turned his attention to Kevin. "And who might you be?"

Kevin looked at the Ben and Gwen that he knew and waited for them to tell him if it was alright for him to change. Ben gave him the thumbs up and said that is was ok, Gwen agreed with him. She walked up to him and took his hand in hers. "Don't worry, nothing will happen. You can show them who you are, you have nothing to be ashamed of." She smiled up at him still holding his hand.

Kevin smiled back at her before he transform back into his normal human self and faced everyone.

"Kevin!?!" Both the ten year old gasped at him. "Why is he here? And why is Gwen holding his hand?!" He shouted asking what was going on.

Both Gwen and Kevin saw that they were still holding hands and immediately let go and started blushing.

"Oh, sorry." Gwen wasn't looking at him.

Kevin just made a light chuckle sound. "No problem." His hands were in his pockets.

Grandpa Max saw the moment between the two teenagers and raised one eye brow. "Ok, before this gets out of control, will someone please explain what is going on?" He looked to Ben.

Teenage Ben was about to open his mouth but his younger self stopped him. "There's nothing to explain. All you need to know Grandpa is that I'm going to kick Kevin's butt." He set his watch ready. "Going HeatBlast!" He almost slammed down on the watch but the older Gwen stopped him.

"Ben calm yourself down. We don't need him to attack Kevin." She said releasing her cousin's younger self.

"Why are you defending him? Kevin is evil, he's one of the bad guys, and we're supposed to stop him." Ben looked to his older self hoping for some back or an explanation.

Ben just down at his younger self. "Well maybe in this time period but where we come from, Kevin isn't like that anymore. He's change and has helped us out a lot." He explained to them all.

"You have got to be kidding me." Ben didn't believe what his future self was saying. How could he trust Kevin, the same Kevin that had just attacked them all a minute ago.

Max once again stepped in to try and stop a fight that he knew was going to be coming up. He put a hand on both Ben's shoulders and smiled at them both.

"Now I know this is confusing so why don't we all go back to the rust bucket and talk this out calmly and try and figure out what we're going to do." He suggested to them all and they all seemed to agree. All six of them left to go back to the road when Ben and Gwen saw Kevin's car.

"Cool!" Both ten year olds ran to check out the car, they were very impress by it.

"That's a nice looking ride you've got there, son." Max said looking at the car as well. "Of course it can't compete with the rust bucket."

"Thanks." Kevin said getting into the drive's seat. He opened his window up and looked at Max. "And, you be surprised how similar this is with the rust bucket." Max wondered what he meant by that.

Gwen giggled at what happened and got into the passenger's seat. She turned towards Kevin and smiled. "It looks like thanks to you car, they all lightened up." He nodded with a smile on his face.

Ben came up to his two friends and stuck his head in the window. "Hey, if you guys don't mind I think I'll ride with grandpa. It's been way to long since I've ridden in the rust bucket." He told them.

"Ok." Gwen said. She didn't want to show it to much but she was happy. It would just be her and Kevin alone together.

Kevin was happy himself. Ben ruined his chances of being alone with Gwen the last time, but it seemed that fate was granting him another chance. "No problem. You should go and enjoy yourself, Ben. And don't worry, we'll be fine." He put the windows up before Ben could say anything else.

Ben a little surprised by how fast the windows went up and shrugged to himself. Kevin was in a weird mood today. He walked towards the rust bucket and got in. He sat down on the chair and his younger self and Gwen sat directly across the table from him.

Max was in the driver's seat and started the car; he singled for Kevin to follow him. Soon enough both cars drove off to the camp site where they would discuss their situation.

Inside of the rust bucket, Ben was explaining to his ten year old self all about his new Omnitrix and the new aliens that he has.

"…And that's how we defeated the Hybrid and DNAliens." He finished explaining all about the future battles and aliens that he had faced.

"Whoa. I am so cool!" Ben shouted throwing his fist up in the air.

"And I have alien powers that come from my grandmother?" Gwen asked. Ben nodded his head saying yes. "Cool."

"Grandpa did you know that grandma was an alien?" Ben asked his grandpa. He wanted to know everything he could know.

Grandpa Max kept his eyes on the road but looked at his grandkids in the rearview mirror. He chuckled. "You guys would be surprise with what I know."

Confused by what his grandpa said Ben turned back to his future self. "So tell me, what's the deal with Kevin? I thought he was evil."

Ben thought about his answer before he spoke. "Well, he was but after we met up with him again and he joined the team he started to become good and help us out a lot. It's only because of him and Gwen that I was able to stop the Hybrid." He told them hoping it would help them understand more about the Kevin that he knew.

"Well I still don't believe it." Ben told his future self.

Ben laughed at himself. "Gwen's right, I really was stubborn when I was ten."

Both kids froze and looked at Ben. "What?" He asked wondering why they were looking at him.

"Did you just admit that I was right about something?"

"Did you just say that miss dweeb here was right?!"

He finally saw the problem and started to laugh again. "Well yeah. I mean Gwen and I have gotten a lot closer and we don't fight as much as we use to." He told them all.

"Hmm. So that mean's I'll at least have one thing to look forward to in my future." Max commented from his seat up front.

The past Ben shot a glance at Gwen before he turned back to his future self. "Ok, so I get along with this dweeb now, what about Kevin? What are we like best friends or something?"

"Well I wouldn't say best friends. We are friends, in a way I guess. We still fight but nothing like you guys are doing now. In fact if it wasn't for Gwen, we'd probably fight a lot more." He said looking out the window in the back and saw the green car that was following them. "Heck if Gwen wasn't here then Kevin probably wouldn't have joined the team." He mumbled the last part but they still heard him.

"What do you mean by that?" Gwen asked him.

Ben tensed up. He didn't know if he should tell them about that, since he wasn't even sure about it himself.

The younger Ben spoke next. "Yeah, you're making it sound like Kevin has a crush on Gwen or something." His eyes widen for about a second before a big grin overtook his face. "That's it! Kevin has a crush on Gwen!" He turned and pointed at his cousin.

"What!? No way, that is so not what he said dweeb." Gwen crossed her arms denying it. "You're just jumping to stupid conclusions again."

"I am not. And you know what else, I bet you like him too in the future. That's why your future self was holding his hand!" Ben kept making fun of his cousin. He was having a lot of fun with this new info.

"He does no!" Gwen shouted.

"Does too."

"Does not."

Does too."

"Does not."

"Does too!"

"Does not!"

"Hey!" Max yelled from his seat. "Calm down you two. I don't need you guys fighting, when Vilgax and Kevin could come back at any time and attack us again." He told them firmly.

"Sorry grandpa." Both ten year olds said.

Ben looked back up at himself. "So does? Does Kevin like Gwen in the future?"

Gwen growled at her cousin. "Would you stop asking that!" it was more of a demand rather then a question.

"Aw, is Gwen afraid to find out that she loves Kevin in the future?" Ben was talking in a puppy dog voice trying to make it sound cute but all it was doing was annoy Gwen.

"Shut Up!" She shouted at him and hit him on the head.

"Hey!" Ben rubbed his head.

Ben watching all of this sighed to himself. He had to admit he was happy that he and Gwen didn't fight like this anymore, it was really embarrassing. He finally decided that he should answer them before they started to fight again.

"Ok, listen." He had their attention. "A lot has changed from what you guys have seen and come to know. One of those things is Kevin. In our future we all work together and have a very close relationship. And I know this is confusing but trust m, you'll get use to it. After all you're going to be living that future." He told them getting up to move up front and sit next to Max.

Max still driving smiled at Ben and was happy to see how much he has grown. "You really have grown up, Ben. I don't think I've ever heard you talk like that before." He told him.

"Yeah well, you kind of just get use to it. Besides I learned a lot from you grandpa so you shouldn't be too surprised." He told him.

Max shot Ben a quick glance before looking at the two kids in the back. They were busy fighting about something once again, so they couldn't heat what they were talking about.

"So tell me Ben, does Kevin really like Gwen?
Ben let out a laugh. "Oh yeah. Big time. And the same goes for Gwen." He told him.

"Well it looks like things really have changed for you all." He said pulling off the road and onto the campsite where he could park his RV with all the other ones.

"Grandpa, you have no idea." Ben told him.

Meanwhile…

While Ben and everyone else were having a good time, Vilgax and Kevin washed up onto shore and they were mad.

"Urgh!" Kevin punched the ground. "Just who the heck was that freak!?" He shouted out.

Vilgax stood up and remembered the red creature that had attacked him. "I would seem that somehow there is another being which posses the Omnitrix." He said wondering about this new Omnitrix.

"So your saying that there's another person running out there with a watch just like the one that squirt Ben has?" Kevin asked now standing up.

"It would seem that way." Vilgax said looking up towards the night sky.

"So now what do we do? Do we go after this guy's watch or Ben?" Kevin asked him. He was itching to get another chance at the guy. He would show him that you don't mess with Kevin 11.

"Not yet." Vilgax finally said. "We stick to the original plan and get Ben Tennyson and remove his Omnitrix. Besides I have a feeling this person with the other Omnitrix will be with Ben Tennyson." He added thinking about another way to remove this Omnitrix and what he would do to this other person that has it.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

(A/N: Next chapter starts off with Gwen and Kevin alone in the car together. Check out and see what happens next.)