Chapter Three: Promises to Keep.

November, 1998

Ben was sprawled across his couch, mindlessly flipping channels. "Stupid infomercial. Repeat. Repeat. History Channel." He gagged and hit the button again as fast as he could. "Repeat…"

"Honey," his mother said as she walked for the door. "I know it's not a school night, but I don't think you should stay up much later. Growing boys need their sleep."

"Okay, Mom," Ben said out of habit.

"Sandra, honey. How many times do we have to go over this?" She kept a sweet smile on her face.

"Sorry, Mom."

Sandra's long-suffering sigh filled the room. And then she sat down at Ben's feet. He tucked them up and tried very hard not to look at her. "Are you sure that there isn't anything bothering you, Sweetie?"

"I'm fine." Ben hit the remote faster, until the television screen became a blur of images.

"It isn't those two bullies again, is it?"

Ben grinned. "No, they don't bother with me anymore." He didn't even need to go hero on them. After the first week of school the two had come up to take lunch money, or to hang him in the tree again or whatever the plan the two trolls had scraped together and took one look at him.

And they walked away.

They kept walking, too. They didn't bother anyone when he was around. It was nice to be a hero, even if it was only in the school yard.

"Have you thought about doing something after school? I saw in the flier that they're going to have soccer tryouts soon."

"Sports and me don't mix." He grumbled to himself, "Lousy baseball team."

"Well, you should do something. It isn't healthy for you to sit around here doing nothing."

"I'm not sitting around," Ben said. He wasn't. He spent most of his time over at the Rust Bucket. Grandpa was fixing it up again, the old R.V. needed some serious work done after three months on the road. Besides, that was the only place he could really go hero anymore.

At least it WAS.

"I know you miss your Grandpa," his mother said, "but he'll be back by Christmas. You're not mad at him for going to visit Aunt Vera, are you?"

"No," Ben mumbled to himself.

"She's his sister, and he misses her."

"I know."

His mom sat there for a moment, watching him. And then she sighed and patted his leg. "If it makes you feel better, I think he's going to have some news when he does come home."

Ben sat up. "Really?"

"Yeah. I'm not supposed to mention anything, but…" - she made a show of looking around the room to make sure they were alone - "he's planning another road trip this summer and he was hoping you'd come with him again."

Ben could have done a dance. "Oh yeah."

His mother smiled at him and patted his leg. "I figured that you'd be happy about that. I know I would have loved a chance to get away from my parents when I was your age." There was a little hurt in that - there had been ever since his Grandpa had started taking him on summer trips two years ago.

"I thought you just enjoyed a three month break from me." Ben smirked.

His mom sighed with ever bit of the acting ability she'd learned during her time in the community theater. "You are such a handful." She smirked at him. "Besides, it would be a chance to make that little brother or sister you always wanted."

"MOM!" Ben shouted and clapped his hands over his ears.

Her laugh filled the room. "I love you, Ben. Don't stay up too late."

"I won't, Mom. I love you, too."

"Sandra."

"Mom."

"Goodnight." With that his mom turned and made her way to the stairs.

"Mom?" Ben called just as she reached the first step. "Is he going to invite Gwen, too?"

"I don't know. Do you really want her to come?"

Ben snorted and rolled his eyes at the thought. "I just want to know if I'm on Dork duty again this summer."

"He probably will, but I don't know if she'll say yes. It didn't look like she'd had that good of a time when you all got home."

"She didn't?"

"Maybe she did. I don't know." His mom shrugged. "Besides, your Aunt probably has her whole summer planned out for her by now anyway."

"Oh. Okay, Mom."

Ben fell back into the couch and stared at the television without seeing any of it. Not that he could have, considering how fast he was changing the channel. The last summer had been the best of his life. Awesome adventures, weird things, and an alien super-watch improved anything.

But, for the first time, he actually wondered if Gwen had had fun, too.

Sure, some of it had been a blast and he knew she enjoyed playing Lucky Girl. But, was she glad she'd gone?

"Like I care." He hit the buttons harder. Remotes really need an automatic channel changer, he thought as he held down the button.

After the third go around he finally found something worth watching. "Breaking news? Score!"

"…fire had broken out at the Industrial Center. There are several workers believed to be trapped inside, but we have no confirmation as to how many -"

Behind the young woman was a huge warehouse. Orange and red light raged in the windows and made the thick smoke glow.

"Finally hero time," he said. It had been weeks since his accident and nothing interesting had happened since. He was already picking out his form before he even hit the door. He stopped just long enough to grab a jacket and then he was circling through the aliens. "Heatblast maybe. Or Stinkfly. It's been a while since I've been Stinkfly…"

And then he stopped. There were news crews there. No matter who he went as, he would be on the news. And if he was….

If he was then Gwen would know he'd broken his promise.

Ben glanced at the clock. He should probably call to give Gwen a chance to get ready. It would take him a couple of minutes to get there. But she'd never get out of the house if he did call and it woke up her parents instead.

There was a faster way to go, anyway.

"XLR8, here you come." He hit the button and closed his eyes. When he opened them again he was relieved to see the familiar face shield in place. Even after all of this time, he still expected to open them and see that he was only three inches tall, or was a really big fish. And wouldn't that be a nice smell to explain to Mom and Dad? "Maybe I'm finally getting the hang of this," he hissed to himself as he took one second to stretch before he started his run.

The houses and trees were a blur as XLR8 raced by them. Even the cars seemed to be standing still. Out of the whole world, the only thing that was moving was him. The only thing that was real was him.

He never told anyone, but he knew why his future self spent most of his time in this body.

There were some days when he just wanted to run, too. Not to anywhere, or away from anything.

Just run.

No thinking, just moving.

He spent a lot of time trying not to think lately.

And not just at school. He was used to not thinking there. It wasn't even hard not to think there. Half the time he was sure the teachers wanted it that way. Which was fine by him. They could make him go, but they couldn't make him care. But at home, at the arcade, when he was trying to sleep...

Ever since Gwen had forced him to make that stupid promise he spent most of his time trying not to think about why he'd agreed to it.

He didn't really think Gwen would burn his comics. She loved books way too much to ever destroy one even if she did turn her nose up at comic books. But she would tell her parents about the Omnitrix and everything else. Which would be bad.

For everyone else, but not for him. Not really.

Ben glanced down to his wrist to make sure he still had the Omnitrix when he saw his blue and scaly skin. He'd been doing that a lot, he realized. At home, at school. Sometimes he even woke up to check on it. He had been ever since he watched the Rust Bucket drive away back in August. Not that Grandpa had gone far. The R.V. lot was just a few streets down the road. Ben walked to it most of the time.

But it was far enough away that he sometimes wondered if everything that had happened to him - to them - had really happened. And that was when he'd check the Omnitrix.

It was there. It always was. As far as he knew, it always would be.

Despite what his parents might think. Or try.

His mother couldn't even watch Charlie and the Chocolate Factory because of the chicken scene, so he really doubted that she'd go the Vilgax route and cut his arm off. Though they'd might force feed him sushi until the thing just fell off and ran away on its own.

And, as long as he had the Omnitrix, he had an out if things ever got too bad.

But his parents would make sure that Grandpa wouldn't be around anymore. Ben shuddered at the thought. He didn't know how he'd deal with his parents without Grandpa Max around.

Ben always knew where he stood with Grandpa Max. Proud, happy, angry, scared, Grandpa Max didn't hide any of it.

Ben's parents though. He never knew what they would be like when he came home from school. There was always some new book, or seminar, or video tape that they'd seen and wrapped their lives around. And then they'd drop it when the next one came along.

He couldn't wait until they'd let him call them Mom and Dad again.

He'd miss Grandpa, but that wasn't what stopped him.

There was a slow flash of light that turned into a police car in front of him. It was going so fast that Ben could almost see it move. It's left taillight was let out a series of slow blinks, and Ben knew that if he made the turn too he'd be at the fire in less than five seconds.

Heck, he could be in and out so fast that the News crews probably wouldn't even know he was there.

There was no way that Gwen would ever find out.

Except that she would.

And then she'd get that look in her eyes again. The same look she'd gotten when he'd said he'd didn't have any help during the summer.

Ben didn't even understand why the memory of it was bothering him. He loved annoying her. There were times that he lived for it. He'd sometimes push a fight just to see if he could get her angry enough to shake. That was always fun as long as he ran fast enough. Or to get her with a really good prank and watch her face burn bright red.

But that day was different. Sure, his arm was sore and it was gross enough to impress the guys at school, but he knew that if she saw it she would just make fun of him like she usually did when he'd hurt himself. So he'd thrown on a jacket before he'd gone to meet her.

Except she didn't make fun. She didn't even smirk. She freaked. And he dealt with it the best way he knew how. He tried to cover.

And that was when he got the look. He didn't know what the look was. She wasn't angry, or annoyed or even worried. Those were all looks he was used to, but this one had him stumped. He just knew he didn't like it.

All he knew was he didn't want to see it in her eyes again.

Ever.

And so now he was running past the fire to pick her up. So he could be babysat as he saved the day.

Ben leaned forward and ran faster. Fast enough that even his alien lungs burned from the stress. Fast enough that the rollerballs he had for feet howled against the pavement.

He could run past her house and head back to the fire. And after that he could run past his. He could just keep on running and saving the day forever.

He could become Ben 10,000 twenty years early.

With a statue, and an adoring public.

And a family he couldn't be bothered to visit. Not even for an eightieth birthday party.

Ben 10,000 had a statue, but he was a complete ass.

Ben would rather be a hero. Even if he had to be history's first superhero with a babysitter.

Or a sidekick….

Of course, every hero needed a sidekick…

"Gwen, the Girl Wonder," he said to himself. He pictured her in a bright red shirt and green short shorts and laughed.

And with that, he made the turn to Gwen's house.