Author's Note: Hey everyone! I know these chapters aren't terribly long. I hope to at least make up for that with content, and failing that possibly the frequency of updates. Either way, I hope you enjoy and invite everyone to review as to what they think of the story. Plus, and I'm the only author I know of to admit this, I get a tingle of satisfaction and self-validation every time I recieve a review. I'm not necessarily proud of it, but I'm forced to admit that I don't write these fanfics for the money.

Hope you enjoy!

The downtown area had become a battlefield. People out on their lunch break had found themselves at ground zero as explosions continued to rip the tranquil scenery. People from all walks of life began fleeing in every conceivable direction as long as it was away.

"Tennyson." The heavy voice cried out at the center. The heavyset, armored human/rhino hybrid built like a tank stood amidst the destruction he had wrought, his upgraded sub-dermal plating and weaponry all aching for some serious action. "Come out here Tennyson. You owe me a rematch."

The only response he received was a pair of Special Forces Response Unit cars.

'Not even Plumbers. I gotta make myself clear here.'

Bracing himself down on all fours, the former munitions runner turned mutant rhino known as Brik lined up his main cannon and fired, the recoil actually pushing him back as he held his ground. The blast tore through both S.F.R.U cars without breaking pace, continuing on until detonating at some unspecified point ahead, the force of the explosion was enough to shatter glass all around.

"In case I'm being too subtle here, let me spell it out. I want Tennyson!" Brik punctuated himself by firing again at the side of another building, looking to crush a few pesky pedestrians beneath the rubble.

"You got her." Instead, the rubble seemed to pause and hover in the air, giving the aforementioned bystanders the chance to run clear before gravity regained its pull, bringing the rubble to crash now harmlessly.

Brik looked up to see the Lady Gwendolyn in full outfit and cape flying down to the ground, landing squarely in front of him.

"Wrong Tennyson. I'm not interested in the sidekick."

"I'm nobody's sidekick." Gwendolyn eyed him squarely. "And more than a match for some two bit punk with genetic alterations and sub-dermal enhancements."

"Not how I remember our last meeting going down." Brik eyed a cocky grin at her. "Now go find your cousin before I spank you little girl."

Gwendolyn never cracked an expression at his taunts. She merely beckoned invitingly with her hand.

"You asked for it."

Brik discharged a large energy net from his horn, the same one that had incapacitated Gwendolyn during their last fight.

"Turbo!" Instead of moving, Gwendolyn merely spun around in a vortex of energy that sucked up the net before spitting it right back out in the direction that it had come.

Brik was too heavy to dodge the net as it fell upon him, electrocuting him in the process as its clamps dug down into the ground, pinning him.

"Potentos gravis."

At Gwendolyn's next spell, Brik felt the weight of the net holding him increase what felt like a hundredfold, as if someone had dropped a mountain on top of him. He tried to stand himself up but his legs could barely bear the strain.

"Who's the sidekick now?"

"I've… taken worse." Brik activated a side compartment that opened in his armored backside, firing a dozen tiny missiles through the openings in the net and straight at Gwendolyn.

"Forsos." The mystic command brought a bright white shield to surround Gwendolyn. The missiles impacted with tremendous force but without apparent effect, as Gwendolyn seemed completely unfazed by them. "Tempestus serectum."

Gwendolyn's latest spell summoned dark as night storm clouds overhead that cracked and rumbled before discharging a single, thunderous lightening blast that scored a direct hit. Brik was at ground zero and received no protection or cover as nature's full fury came to bear upon him.

Crying out with all the force he had, he collapsed under the assault, remaining perfectly still even as the clouds overhead dissipated as quickly as they had been summoned.

Gwendolyn eyed her prey carefully, cautiously approaching him. She dared not remove the net but she at least…

Brik's eyes shot open, his body becoming radiated with a blue energy of some sort that shorted out the net covering him and freeing him. Bringing himself upright, he leveled another shot straight for Gwendolyn.

Throwing her arms up, Gwendolyn was able to summon another shield to cover her body. At point blank range, the blast was able to pierce her shields, shattering them like glass. However, when the beam tried to make contact with her unprotected, it went through her as her body dissolved into smoke.

"Hey. Where the…?"

"A weak mind will believe anything it sees." Gwendolyn's voice seemed to echo from all over, yet as Brik scanned for her presence, he could not find her anywhere.

"I'm getting a little tired of these magic tricks. If you were half the man your cousin is, you'd come out and fight."

"Well obviously, I'm not 'half the man' he is." At this, Brik finally could make out her voice. It was coming from right above him. "And still more of a woman that you've ever met."

At this, Gwendolyn's eyes began to glow. Without uttering a single word or incantation, she summoned gale force winds that threatened to pick up her opponent off the ground and fling him helplessly into the air.

This wasn't working. Brik knew he was going to have to change tactics.

Without looking, he fired. Anywhere. Everywhere. His beams shot out blindly into buildings, into the streets around him, and the effect was exactly what he had hoped for as the winds Gwendolyn had summoned began to pick up the stray debris and fling it everywhere.

Unfortunately for him, Gwendolyn was able to manipulate the winds in such a way to protect herself from any stray debris knocking her out, as he had originally planned. This left him with little to go on.

Fortunately, his ocular implants were picking something up. Three bystanders in a nearby building: one adult male and presumably his two children having taken cover. Only he could see them… for now.

With a spare mico-missle, he let fire into the side of the building, knocking a hole in the side to reveal the crouched family unit. Completely exposed they were helpless as two more missiles came streaking straight for them.

Gwendolyn flew in front with her hands up, summoning the shield and absorbing the missiles. Unfortunately, she had left herself wide open as Brik fired his primary weapon. It hit dead on, knocking Gwendolyn through the building and clear out the other side.

"Daddy!"

"You kids stay here." The young man, a Mark Walters, had been uptown with his two sons when they had gotten caught up in the attack. Afraid of being picked off in the stray fire, he had chosen to take shelter inside the nearby department store. He would be damned now if the woman who had possibly just given her life to save him and his children would be left alone.

Running out towards the still figure he recognized as Lady Gwendolyn Tennyson, he saw her lying perfectly still and helpless in the middle of the road. He was almost afraid to touch her, until she moved slightly. She was still breathing.

"Nothing you can do for her."

Mark spun around to see the enhanced living tank stomp his way toward him.

"You walk away now, and you might just live to tell the story."

The young father had never been in a life and death situation in his life. The idea that the life of a complete stranger, who had already put herself on the line for him and his children, was in his hands was more than his mind could keep up with. Yet still, he said "I… I can't."

Brik shrugged as his primary weapon powered up again. "I'll send flowers to the widow."

A blur tore through Brik's horn with a fury and power that knocked him aside like a small animal. Doubling back faster than anyone could react or follow, it slashed twice more into the armored sides of Brik's hide.

Brik fell to the ground, moaning in an agony he felt before ever appreciating what had happened to him.

"Dad."

Mark looked over to see his two children running towards him, relieved to see their father safe.

"Thank you Ben 10…." But his voice trailed off, leaving his thought unfinished. The man responsible for the split second save was not Ben 10,000, hero of heroes.

Instead, the tall, lean man adorned only in black with long, thick dark hair, and two arms shaped like long jade blades looked up, focusing his gaze on his opponent.

"Take your own and get out of here. This is no place for you or them."

Mark nodded without argument before pausing at the sight of Lady Gwendolyn.

"But what about…"

"She is injured. If you move her, you will only aggravate it. I will look over her."

The father of two made no movement to argue. He merely gathered his children and ran off, never looking back even as Brik slowly stirred back to his feet.

"Oooh, I knew you'd show yourself Ben, just as soon as…" But he also trailed off as he saw who was standing in front of him.

"That is the second time I've been mistaken for Ben Tennyson." The man said as his arms morphed back into normal, human arms. "It is becoming quite unwelcome."

"Wait a minute, I know you." Brik's awe grew. "You're Kevin 11,000! Oh man, what an honor. You're him… talking to me."

Kevin did not react to the admiration and praise.

"Oh man, I can't believe it. I mean, I'm not usually impressed by other guys but you're a legend. They say you beat both Ben and his whole family; that you turned a Highbreed Fleet away, that you're Vilgax's best friend and worst enemy all rolled into one."

At the mention of Vilgax, Kevin flinched slightly, but otherwise, remained composed.

"Hey, if you're here, you wanna help me? I figure between you and me, Tennyson won't stand a chance. All we gotta do is put together an ambush and he'll come running right into it, especially since we got his cousin."

"No, 'we' do not." Kevin stated plainly.

"Huh?"

"I am taking Gwendolyn Tennyson. You may do with Ben what you want, or rather I suspect he will do with you what he wants." At this, Kevin pointed to Gwendolyn's still form. "But she is mine."

"Hey! She's mine. I beat her fair and square."

"You exploited her nature and used it against her. An effective tactic, but you did not overpower her." Kevin sounded almost disgusted by the unimaginative brute in front of him. "I was once like you, when I was a child."

"Wait a second," Brik couldn't believe his ears. "Am I hearing this correctly? Are you telling me that Kevin 11,000, the same Kevin 11,000 that even Vilgax won't mess with alone, has gone soft?"

"Believe what you wish." Kevin turned back to Gwendolyn. "I will take my leave of this now."

"Not with her you won't." Brik's eyes glowed bright blue before discharging twin beams of energy straight for Kevin.

It was a clean miss as Kevin dodged the attack with his speed, appearing not thirty feet to his right.

Brik fired again, this time above Kevin's head, causing more rubble and debris to fall. Kevin looked up, completely unconcerned as the rubble buried him beneath.

"Damn." Brik seemed to sigh at the shame of it. "He went really soft."

Bursting forth from the debris in a cry of rage and dominance, the true form of Kevin 11,000 appeared. Monstrous, towering with enormous wings, tendrils dangling from the bottom with a flaming head, and appendages possibly belonging to at least a half dozen different aliens that he had absorbed, Kevin 11,000 towered over his opponent.

"You think I went soft? I was trapped in the Null Void."

Brik fired again. This time, Kevin's wings turned solid jade diamond as they extended to more than thrice their original size before bending inward, forming a solid shield to block the shot.

"Locked in with the worst the universe had to offer."

Brik let fire with every mico-missile in his arsenal. Kevin retracted his enormous, invulnerable wings while extending his right, living flame tendril, releasing a blast of fire that incinerated every missile in a single shot.

"Forced to cannibalize anything and everything I found just to survive."

Brik could tell he was in trouble. He turned around and immediately beat a retreat. But Kevin's form changed again, one of his dorsal tendrils metamorphosing, changing slightly as it spewed a thick, viscous liquid that covered Brik, stopping him dead in his tracks.

"You think I've become merciful? Compassionate towards my enemies?"

Brik struggled against the goop that had caught him, but it had turned solid within seconds, and the more he seemed to struggle against it, the denser it seemed to become.

"I don't even know the meaning of the words."

Setting his head back, Kevin let loose with his sonic howl as it dissolved the substance holding Brik in place as well as flaying the sub dermal enhancements directly from his body.

"You think I want to associate with someone like you? You're a thug. A punk. Me."

Looming over the helpless opponent, Kevin slammed down with his left, bioelectrical tendril. Over and over again he continued to whip his defenseless opponent, knocking him deeper and deeper into the pavement beneath. Concrete began to tear and break as if it were light wooden splinters, yet still Kevin continued his assault.

"I'm a monster! I have no pity. No compassion. And no mercy!"

The sight beneath him was almost too pitiful for words. Instead of an armored, genetically enhanced humanoid, a broken, bleeding, and pleading figure lay wounded, dying, defenseless. He tried begging but his lungs couldn't even find the air.

"This is my mercy." One of Kevin's enlarged Wild Mutt hands began to change into jade diamond again. Shaping it into a long blade, Kevin drove it down into his opponent, a loud squishing sound accompanied by the echo of the armor and metal piercing and Brik was no more.

His opponent finished, Kevin turned back to the form of Lady Gwendolyn. Unconscious. Helpless. Killing her would be simplicity itself.

Instead, he shifted and changed back into his smaller, lesser human form. He hated this form, but it had its advantages. His larger form was powerful, but also encumbering, bulky, and most of all difficult to conceal.

Leaning down, he took Gwendolyn into his arms. He'd been lying to that simpleton when he'd said that to move her would aggravate her injuries. Oh, she required medical care, but he would not be denied this.

And in a burst of super speed, they were both gone.