Kevin made the first move. He wound up and threw a right hook at Ben's head. For a moment, it looked like the blow would connect, but Ben's forearm showed up out of nowhere to block the incoming fist. Kevin yelped as his fist connected. It felt like he had slammed his fist full force into a boulder.

Ben made the second move. A single uppercut to the chin threw Kevin back into his motorcycle where the bike snapped under the sudden impact. He stepped towards his old friend as the other two pulled their rifles and fired off a volley of shots aimed at Ben. The superheated plasma bolts hit only air as he moved out of their way. Simultaneously, Ben slammed a kick into the man's stomach and a fist into the woman's, staggering them both and taking the wind from them.

By this time, Kevin had stood up again and had absorbed the street's concrete into a protective layer of armor. He roared and charged at Ben, unleashing a barrage of blows that many would be taken down by the sheer ferocity on its own. Ben, however, was not most. There was a bright green flash and Diamondhead slammed a fist into Kevin's face, breaking the cartilage of his nose and drawing blood.

"Kevin, stop this now," Ben begged. "You don't have to continue fighting. You don't have to lose."

"I won't lose to a damn fuck like you," Kevin snarled. He spat blood that had spilled from his split lip. "You never could win against me."

Ben looked at his old friend sadly. "That was a long time ago."

He grabbed ahold of Kevin's arm and brought a knee into the man's gut. Kevin gasped as the two lowest sets of ribs broke under the force of the blow and fell to his knees. His eyes met Ben's, and he surged back up only to be brought down once more by a blow to his knee. The two others had recovered by this time and were once more firing their plasma rifles at Ben, but the shots had no effect on Diamondhead's skin.

"Leave, now," Ben said coldly. "Any more, and I can't guarantee you'll leave here alive."

The woman knelt down next to Kevin and placed a hand on his shoulder. "Kevin, we can't win here. We'll bring the rest of the gang next time and beat this bitch to a pulp."

Kevin shrugged off her hand and stood up, holding an arm to his ribs. He glared at Ben with all the hate and anger he could muster. Taking a step forwards, his now broken knee collapsed under his weight. He reached into his jacket and pulled out a small syringe. Smiling at Ben, he plunged the needle into his leg and injected the chemicals housed in the vial. His smile quickly turned into a snarl as he battled the sudden onset of pain.

Ben didn't know what Kevin had injected into himself, but he knew it wasn't good. He slammed his hands into the ground and forced a wall of crystal to surround them as Kevin's transformation began. The clothes on Kevin's body began to tear and fall in shreds as his form began to grow. Two smaller arms erupted from his sides as wings tore themselves from his back. A tail snaked out behind him and his head erupted in a blaze of fire. Ben's heart dropped as he beheld the Kevin he knew from a possible future he had been brought to.

Kevin 11 laughed as he beheld his new form. Turning his attention to his companions, he slammed a flaming tentacle into them, hurling them back. "I don't need help," he snarled. "I'm going to pummel him into the ground."

With another flash of green light, Ben stood in his human form. His heart hurt as he stepped towards Kevin. He had no choice but to break the other man's spirit now. He was too much of a threat otherwise.

"Time to die, Tennyson," Kevin 11 laughed as he lunged at Ben. He swung a fist at Ben but the blow was easily blocked. Kevin 11 looked at the human, bewildered. "What the hell did you do?"

"You have to be shown the power that you are up against. I have to show you that you can't hurt my family and get away with it," Ben said sadly. "I'm sorry Kevin."

The blows that came reminded Kevin 11 of Vilgax when he had been trapped with the tyrant in the other dimension. They were ruthless, efficient, and devoid of anything humane. The blows broke bones and snapped his limbs. He tried to hover away, but Ben grabbed ahold of his tail and slammed him into the crystal wall that surrounded them, breaking his wings. Pain flowered in Kevin 11's mind, blocking out all thought. He had figured Ben had become somewhat stronger, but never in his wildest dreams had he imagined the twerp had become this powerful.

As Kevin fell to the ground, beaten and broken, Ben stood triumphant. His panting breaths fogged in front of him. He looked at the two companions Kevin 11 had brought with him. Motioning for them to grab Kevin 11, he snarled, "Show your faces here again, and I won't be so merciful."

Their faces paled as they latched ropes onto Kevin 11 and dragged his body away. Ben finally relaxed and dropped to his knees. He coughed, spitting blood onto the snow. After taking another pill, Ben turned into Diamondhead and removed the crystal wall. His family stood outside the door, not having dared to venture to the wall. Ben thanked his stars that his plan had worked. He didn't want to see his family fight Kevin.

"Ben? You okay," Max asked as his grandson approached them.

"Yeah," Ben said with a smile. "Don't worry, I'm fine."

Several of them smiles, relieved. Then, their faces turned to horror as Ben seemed to lose consciousness, falling face first into the snow. Max was the first to react and rushed forward to see if his grandson had been wounded. To his surprise, there wasn't a single mark on Ben's body, just some blood flecks around his mouth.

"Gwen, help me get Ben inside," Max said. "I have some diagnostic gear in the Rust Bucket that can tell us what's wrong."

"Don't bother," a voice said. Azmuth walked into view, a walking stick in one hand and a small device in the other. "Your machines don't know what to look for and a diagnosis will take too long. I know what's wrong with Ben."

"Azmuth," Gwen gasped. "Where did you come from? What's wrong with Ben?"

"Ben's wearing a pin that signals me if he activates the Omnitrix," Azmuth said as he hopped onto Ben's chest. "As for what's wrong with Ben, I need to bring him to my lab on Primordia."

"Wait, hold on!" Sandra exclaimed. "What the hell is going on?"

"I think we'd all like to know," Frank said, stepping up in support of his sister-in-law. "What the hell is wrong with Ben?"

Azmuth rolled his eyes and placed the small device on Ben's chest. After pressing a button, an energy field spread out from the device and covered the young man. Assured that the field would hold, the Galvan looked at the family. "Ben is suffering from DNA damage brought on by the extensive use of the Omnitrix. I'd explain, but I'm not sure you'd actually understand."

Max crossed his arms and looked at Azmuth. "You can fix it, right?"

The Galvan nodded without a word. He stepped onto the ground and pulled out another device from his pack. Azmuth fixed Gwen in a stare. "Gwen Tennyson, you must come as well."

"Sorry, what?" Natalie said, glaring at the small alien. "You want to repeat that?"

Azmuth dismissed her glare. "Ben will need some help when I'm done. Unfortunately, Gwen is the only being capable of helping him when everything is done."

"Why me?" Gwen asked.

"You are the only one he will ever truly listen to completely. He sees you as something to aspire to, and right now, you need to be that expectation. I will explain more when we arrive on Primordia."

Gwen nodded slowly and stepped to the creator of the Omnitrix. There were several looks from their parents, ranging from shocked to horror. Sandra spoke up, her voice feeble as the gravity of the situation dawned on them.

"What's going to happen to my boy?" she asked.

"With luck, we will be in time to save him," Azmuth said heavily. "If we are not, then I'm truly sorry for your loss."

With that, Azmuth pressed the device's button. The Galvan, Gwen, and Ben began to disappear in a storm of glowing blue particles. Gwen waved just before her visage disappeared, leaving everyone else on the front lawn. The parents looked at Max.

"What's he talking about?" Carl demanded. "What the hell is going on?"

Max didn't register his son's voice at first. He whispered, more to himself than anyone, "Ben, what happened in these last years?"

When he did register his son's voice, the retired Plumber shook his head. "I have no idea. We have to trust Azmuth."

He led the family back into the house, their Christmas having turned dark once more.

Gwen gasped as she suddenly appeared within a small room standing atop a glowing pad. Taking in her surroundings, she was surrounded on all sides by metal walls and technical devices, the uses of which she couldn't fathom. Azmuth had upgraded from his labyrinth of caverns since she had last seen him.

"Where is this place?" she asked.

Azmuth hopped off the pad and onto the floor, motioning for a nearby android to carry Ben's prone figure. Walking for the door at the far end of the room, he answered, "This is Primordia. It's a planet located near the galactic center. It's a primal world, one of the last of its kind. Basically, it's one of the first planets to ever form. It has certain properties that make it a welcome base of operations."

"Such as?"

The Galvan lead her and the android through the network of passageways and corridors, his pace quick and worrying. "Due to the closeness it shares with Heaven's Eye, Sagittarius A to you humans, time flows differently here. The extreme gravity changes time here even though we are far from the event horizon. On Primordia, time is slower by approximately two, so time is twice as long as it is here."

"So what happens here is quicker than on Earth," Gwen said. "So Ben's condition won't progress as fast?"

"Yes and no," Azmuth stated. "To us, Ben is deteriorating at the same pace. To those on Earth, it is true that they will perceive it as slower."

Gwen nodded in understanding. She remained quiet until they reached a large doorway leading to an expansive room deep in the complex. Even more machines were arrayed out, each one attended to by an android of advanced design. It almost seemed like something out of science fiction.

"This is my gene-forge," Azmuth said as they walked to the center of the room. "Hopefully, I can cure Ben of his ailment here."

As the android placed Ben on the table, Gwen asked what the field he was in was used for. Azmuth said it was a time dilation field, though many called it a stasis field. It brought whatever was inside outside of the regular flow of time and into a much slower time frame, so that every second passed for Ben within the field, ten years would occur outside.

"It is a piece of technology that is from a bygone age on Galvan," Azmuth said. "Only a few can maintain it, let alone repair or reproduce it."

"What's happening to Ben, Azmuth," Gwen finally asked. "Does it have something to do with the Omnitrix?"

Azmuth pulled a machine to them. An arm extended from the machine as restraints forced Ben to remain on the table. A needle protruded from the arm and stabbed into Ben's arm, drawing a small amount of blood.

"It does," Azmuth said simply. "The Omnitrix, when bonded, mutates the DNA of the host to allow for the seamless transformations you are familiar with. Without this, the host would die after a few uses due to the Omnitrix having to destroy the cells over and over again. To mutate from alien to alien, the Omnitrix has to transform the host back into their default state then into the other alien. It happens in only a fraction of an instant, but that's enough for some unforeseen mutations to occur."

Azmuth stepped to the side to allow for Gwen to see the screen on the machine. On one side, there was the helix of normal DNA. On the other, she guessed Ben's DNA, was a disfigured and torn helix. "What's going on?"

"Unfortunately, Ben's DNA has suffered permanent damage from the extensive use of the Omnitrix without time for the Omnitrix to 'reset' his DNA. Without such a reset, Ben's DNA has mutated out of control and is literally tearing him apart from the inside out."

They both looked up as Ben moaned, his eyes fluttering open. Gwen rushed to his side and placed a hand on his. He looked at her and smiled.

"The big secret's out, huh?" he chuckled. "I was hoping for more time."

Azmuth jumped on the table and kicked Ben in the side of his face. "You idiot! I told you about what would happen without that genetic reset, and you still let it happen? What the hell were you thinking?"

Ben coughed and blood flecks flew from his lips. "I was in a war, Azmuth. There wasn't time to wait for the Omnitrix to reset and the time to recover. When I did have the time, it was already too late."

Gwen looked at Ben, worry written on her face. "What war? What happened?"

"The Peptropia Wars," Azmuth whispered. "You really did get involved then? The rumors weren't lies or exaggerations?"

Ben shook his head. "I fought for three years straight. Every day was a battle for survival. Tetrax wouldn't lead the Black Company, so command fell to me. There wasn't time to allow the Omnitrix to reset my DNA. I overrode the program several times with master control. It would have taken me out of the fighting for a week and many more would have died."

Azmuth nodded, and Gwen looked at them confused and angry. "What are you talking about?"

Jumping onto the machine once more, Azmuth turned to her. "That will be for Ben to tell you. For now, I have to remove the Omnitrix and force the genetic reboot myself. This will take time and Ben will be in more pain than he has suffered ever before. You may choose to stay or leave."

Gwen squeezed Ben's hand, both to reassure herself and Ben. "I'll stay."

"Then the procedure will begin," Azmuth said. He looked at Ben, meeting his eyes before saying, "Ben, I'm sorry for what must be done."

Ben just looked at the Galvan and smiled. "Thanks for everything, Azmuth."

The Galvan nodded and took ahold of the machine's controls. Multiple arms extended out and the procedure began.