Chapter 4: Forming Plans

Jason yawned as he waited with Dee for Kevin to walk into the giant spacious training room. The teen came storming in with a pissed off Gwen behind him.

"Here we go," Dee sighed and Jason shook his head.

"You're training him? Kevin this is one of the stupidest things you've done." Gwen shouted.

"You're the one who showed him how it worked in the first place," Kevin yelled back.

"Yeah because he was about to become bug splatter but now that he's under Plumbers protection there is no reason for him to fight anymore."

Jason coughed and both Gwen and Kevin looked at him sharply yelling "what" at the same time.

"Shouldn't this be my decision?" the teen asked.

"Sorry Jason but the Ultimatrix is not your decision," Gwen said.

"He might have a chance of saving Ben Gwen; can't we at least see what he's got?" Kevin asked. Gwen opened her mouth to say something but decided against it and glared at him. She walked away and stood against the wall to watch. Before the training Jason wanted to tell everyone about Ben being partly in the watch but before he got a chance Kevin began his drilling.

"Ten laps around the room," Kevin shouted.

"But," Jason said in surprise as Dee laughed.

"Now," Kevin yelled again pointing to the direction he wanted him to start running and Jason began to jog.

*Back on Earth*

"Two out of three grandchildren carrying the spark isn't bad," Verdona said as she sat in her human form in a mana created cage. The other two Anodites sat in their mana cages and Max sat in his own metal one with Julie and Ship.

"I really don't think it's time to be happy about Ben having Anodite powers," Max said as he tried to pick the lock on his cell.

"It's strange though if he did carry it I should have sense it but I didn't at all," Verdona said in thought.

"The Omnitrix was probably masking it with all that alien genetic code and suppressing his own alien powers. You were probably only reading the watch instead of him and now that it's off of him his real abilities can bloom."

"Is the Omnitrix really that strong?"

"Yes," Max said angrily as his make shift pick broke. The sounds of rumbling were heard above them and the ceiling crumbled a little bit.

"At least I know where we are," Max said. Verdona arched her eyebrow. "The rumbling above us is the subway and I've been counting the amount of time between each train, ten minutes which means we're probably under the number 6 line."

Verdona smiled. "I knew there was something special about you," she laughed. A new sound of a heavy door opening and closing and footsteps were heard.

"Ben," Julie said sitting up as Ben walked into the room. He looked at her and for the first time in a long time Ben looked at her with soft eyes and a smile causing Julie to automatically smile back. It didn't last long as Ben turned his face hard again and looked back at his grandmother and grandfather.

"I learned something very interesting about this stone from the Anlex," Ben said holding up the stone. "All I need to do is break this thing and all the Anodites die like that," he said snapping his fingers. "And I thought you were an all powerful race."

"If you do that you die as well so you might as well give it back to us," Verdona said sharply. Ben laughed.

"Yes unfortunately my Anodite side will die but my human side will be unaffected. I was growing quite found of this new power but after I get my Ultimatrix back it won't make any difference."

"Why would you side with the Anlexs? Once you give them the crystal they will kill you," Max shouted.

"You think I'm that stupid. I trust them less then Vilgax; at least he had some honor. I'm just using them until I get what I want and then I'll give them the crystal. At that point I'll be long gone and on my way to relaxing on Primus."

"So if you have everything figured out why did you come down here?" Max asked.

"Because to finish my plan I'm going to need help from one of my friends, Ship come here boy," Ben said sweetly sitting on his heels in front of Julie's and Max's cage. Ship looked up at Ben in curiosity. He sounded so much like the old Ben that Ship slipped off of Julie and through the bars into Ben's arms. Ben took a small chip from his pants pocket and placed it on Ships back. The creature sparked and the green light on his body turned red.

"Ship no," Julie cried.

"A little present I stole from the Forever knights. They may not be a threat but they had some good tech," Ben said and walked out with the crystal in his hands and Ship at his heels. He closed the door behind him and Julie began crying into her hands.

"I just want the old Ben back," She cried and Max walked up to her and sat next to the Japanese girl.

"We all do," he said quietly.

*On the space station*

"Punch harder you're not going to hurt anything with that kind of movement," Kevin shouted as Jason punched him in the chest.

"Why does it matter how I fight when I'm in human form. I'm just going to kick but when I become an alien," Jason said back panting hard.

"Number one," Kevin said holding up his pointed finger for emphasis. "Don't question me, number two the Omnitrix will stay in its form longer the stronger you are, and number three if you're anything like Ben then the Omnitrix won't always work right so you should no different fighting styles."

Jason looked at him in confusion. "Why wouldn't the Omnitrix do what I want?"

"Try it, call on Echo" Gwen said from her wall and with a shrug Jason twisted the dial and pressed on the button that looked like Echo. After the green light vanished instead of the Echo creature a small blue monkey stood in its place.

"What the…" Jason started in his squeaky voice.

"Yeah that's Spider Monkey," Kevin said. "For some reason the Omnitrix has a mind of its own so now will you listen to me."

The blue monkey nodded and he changed back into his human self.

After a few hours of practice in the gym Jason laid on the floor covered in sweat and panting heavily.

"This isn't fun anymore," Jason complained. Dee stood over him also covered in sweat with a metal pole in her hand and a smile on her lips.

"I thought our work out was fun," she said helping Jason up to his feet.

"That's because you've won three times in a row."

"Probably."

"Hey I didn't say you could take a break," Kevin said walking up to them.

"Yeah but I think it's time too," Gwen said.

"Oh thank the lord," Jason said happily as Gwen threw him a bottle. He took a gulp and cringed spitting out what he just drank.

"What is this stuff?" He asked.

"Minola," Gwen said. "It has the same purities as water but hydrates you faster."

"It's my plants version of water," Dee said. The group walked out of the gym and made their way to the cafeteria. Gwen smiled as she listen to Dee continue to tell Jason about all the different things on her planet.

"They seem to be getting along really well don't you think," Gwen said to Kevin. Kevin smiled and nodded but Gwen could see his mind wasn't really on Jason's love life but his own. Gwen looked back at Jason and Dee. This kid might really be there only chance at getting her cousin back.

"Excuse me coming through," A Kineceleran said as he ran passed the group and into the conference room that was only used for emergency situations.

"I wonder what's going on," Jason asked as a few more plumbers ran into the room.

"Let's find out," Kevin said and the group walked in. The spotted Neillee and walked up to her and looked up at where everyone was looking and gasped. Up on the screen was Ben.

Ben sat behind a table with some of the Anlex behind him appeared on the screen smiling smugly to the group in front of him. Laxer the commander of the space station glared at the teen.

"How dare you contact us," the alien spoke.

"Really?" Ben said looking generously surprised. Kevin would have believed that it was the real Ben with that one word but until he was able to stare back at Ben's vibrant green eyes instead of those dull black ones he knew it would never be him. Ben looked over at Jason and smiled.

"Ah it looks like our main guests are here," Ben said.

"What do you want Ben," Kevin growled. Ben sighed and rolled his eyes.

"Do you always have to do this little dance, I…want…the Ultimatrix," Ben said slamming his fists on the table causing Gwen and Dee to jump slightly.

"I'm not giving it to you Ben," Jason said walking up to the screen. He held the watch up and smiled. "At first I thought you just wanted the watch for the power but I know the real reason why you want it."

Everyone in the room looked at Jason in confusion. Kevin looked back up at Ben who was glaring back at Jason breathing heavy with rage.

"That doesn't change anything. Give me the Ultimatrix or Grandpa Max gets sent back to the null void or worse…"

"You're lying you don't have Grandpa," Gwen said. Ben smiled and bent down disappearing under the table. He reappeared with the Anodite crystal and placed it in front of him. The room was suddenly filled with uproar as all the plumbers realized what this meant. To lose the Anodite race would be a huge loss of one of their strongest allies.

"If you want Max, Verdona, Julie and the other two Anodites to be safe then you're to follow my instructions. I'll be sending up a ship to collect the kid if he decides to come I will let everyone go safely."

"You don't really think that we would comply too such an absurd command," Laxer said.

"Maybe not you but Jason reminds me a little bit of myself. When I played hero I would have done it and I'm betting he will too. See you then Jason…alone."

The screen went blank and everyone began yelling at each other.

"We can't let him get a hold of the Ultimatrix," one of the plumbers said.

"Without the Anodites powers half of my planets crops will die," Another one yelled. Back and forth the plumbers argued forgetting that Jason was even there.

Neillee came up behind Jason, Kevin, Gwen, and Dee and motioned them to follow her. They left in silence leaving the higher ranking officers to continue their arguing.

"This isn't good," Dee said.

"Really, what gave you that idea," Kevin said slamming the wall of the ship.

"Calm down," Neillee said opening the door that led them all into her lab. Azmuth danced across one of the computer keyboards typing mathematical equations onto the monitor. When he heard them come in he turned around and stepped of the board. After Neillee explained what happen Azmuth looked very troubled.

"If Ben was to get the Ultimatrix and was to use it to its full potential he could take over this world and others. He would be a far greater threat then even Vilgax," Azmuth warned.

"Ben doesn't have any interest in taking over the world," Jason spoke.

"That reminds me," Dee said. "What did you mean when you told Ben you knew the real reason why he wanted the Ultimatrix?"

Jason blushed slightly. "Well you know when I said I became friends with the person in the Ultimatrix."

"Yes and we told you we never heard about it before," Gwen said.

"And that it is physically impossible," Azmuth added.

"Yeah well last night I figured out who it is. It's Ben at least part of him it's trapped in the watch," Jason said.

"What?"Gwen said in surprised.

"Yeah I was able to talk to him clearer last night and I found out it was Ben. I just kind of put two and two together and figured that the Ben in the watch is the DNA that was being taken from him," Jason said.

"But it's not complete," Azmuth added his two cents. "It makes sense. The Ultimatrix must have been pulling in all of his genetic code while giving him all of its genetic code. Once his entire human DNA is pulled into the watch he will be unstoppable and completely free of any human emotions. I didn't think something I made would be so devastating."

"So there really is chance to save him then," Kevin said hopefully.

"Yeah but how much longer," Gwen said. "He might only need it one more time before he's done and we still have no idea how to reverse the effects."

"I've been working on that," Azmuth said clicking a button on the keyboard. A picture of a small metal ring appeared on the screen. "It's still in the works but if all goes well it snaps on around the watch and when it is activated instead of taking in alien genetic code it searches for the wearers own DNA and will fuse them with it."

"That's great!" Jason cheered. "Give it to me and I'll make sure it gets on Ben."

"Not so fast," Azmuth said in a serious tone. "It is still unstable and because there is one Ultimatrix I can't test it first. It might save him but it could also cause abnormalities in his DNA and kill him."

Azmuth jumped as Kevin punched the table. "This is my entire fault," he said and stormed out of the room. Jason was about to walk after him but was stopped by Gwen.

"Oh I forgot he needs to brewed," Jason sighed.

"I knew you would get it eventually," Gwen said.

Kevin stormed down the hall pushing plumbers out of his way. He finally made it to his favorite place on the ship. It was a small area in the front of the ship that no one really went to and it always had the most amazing view. This was where he asked Ben to go out with him before all this happened before all the tell tale signs started. He should have seen this coming.

Kevin turned from the window when he heard a knock on the wall. He hmphed when he saw it was Jason.

"Didn't you learn that you're supposed to leave me alone when I leave," Kevin said.

"Yeah but I was never one to listen to people. Gwen told me that you would probably be here even though she told me I should probably leave you alone." Jason said taking a seat next to Kevin on the window sill. "Wow the view here really is amazing," Jason gasped at the sight of Africa on the earth below.

"Yeah Ben really liked it when you could see China. He liked trying to follow the great wall."

The two teens sat in silence and Jason peeked over at Kevin.

"You know this isn't your fault." He finally said causing Kevin to growl slightly and stand up.

"Yes it is…I should have known; should have seen it coming."

"Yeah because it was just so obvious to everyone what was happening," Jason mocked.

"Yes it was."

Flashback

Kevin walked through the halls of the Earth Guardian. A bunch of the Plumbers kids bumped into him laughing and almost knocked him down. The continued to run down the hall and Kevin watched as they passed Ben who waved at them. They giggled and waved back before running off.

"How come they say hi to you but they don't even acknowledge that I'm here," Kevin said crossing his arms as the younger teen walked over to them.

"Because I'm the great Ben Tennyson and you're just my side kick," Ben said. Kevin arched his eyebrow. "Also I play Cowboys verses the forever knights with them some times and you yell at them for touching you're Jet."

"They scratched the paint on it." Kevin argued back.

"Actually…that was me. Sorry," Ben shrugged. Kevin's eyes widen in horror and reached out to grab Ben in a head lock but the brunette ducked out of the way and ran. The eventually made their way to the front of the ship and Ben stopped in his tracks.

"Wow look at this," he said as Kevin came up behind him.

"Yeah its Earth big wup we see it all the time when we're up here," Kevin said non-enthusiastically. Ben rolled his eyes and walked up to the window.

"Have you actually ever taken the time to look at it though I mean really look at it? There are millions of people down there and we save them almost once a week Oh and look you can see the Great Wall of China it's," Ben said leaning against the window he pressed his finger on the glass and traced the winding wall. "Amazing."

Kevin looked out as well and then looked over at Ben.

"Yeah…amazing." Kevin said. Ben looked up with his green eyes and smiled.

"Ow," Ben said rubbing his wrist.

"What's wrong?" Kevin asked reaching out for Ben's arm who quickly pulled back.

"It's nothing I think I just pulled my wrist after our last fight," Ben said.

"Yeah you were definitely taking a beating out there if you hadn't turned into Ultra Big Chill I don't think we would have won," Kevin said punching the air for emphasis causing Ben laughed slightly. "So you must be hungry after all that butt whooping huh." Kevin said.

"Yeah I guess. You want to grab a bite to eat at Mr. Smoothie?" Ben asked.

"I was thinking something a little nicer," Kevin said blushing slightly. Ben looked at him surprised and then smirked.

"Kevin Ethan Levin, are you asking me out on a date?" Ben asked.

"No," Kevin stated. "I mean…not really…I…"

Before Kevin could say anything else Ben grabbed Kevin's shoulders and pulled him down for a light kiss on the cheek. Kevin pulled up quickly placing his hand on his cheek where Ben kissed him.

"I'll be in my quarters cleaning myself up. Pick me up around seven," Ben said waving good bye as he left.

End Flash back

"I can completely see you blushing," Jason laughed before Kevin punched him on the head. "Sorry continue."

"As I was saying…That night went perfectly. I took him to get some Chinese takeout at his favorite restaurant and then I surprised him by taking him to eat it on the Great Wall of China on my jet and we shared out first real kiss," Kevin sighed. "But after that everything changed…he began to change and I was too caught up in fighting the Anlex the following few months to notice."

Flash back

"Ben hurry up!" Kevin shouted as he dodged some green slime.

"Will you hold on," Ben said back to him as Humungousaur and threw an Anlex away from a fallen Gwen.

"Thanks Ben," Gwen said standing up.

"Yeah," Humungousaur said while walking away.

"Ben are you alright you seem…"

"I said I'm ok," Ben said cutting in. He was then thrown forward by a ray from a gun and fell to the ground.

"Ben!" Gwen shouted and shot the bug alien with her mana. Ben got up stumbling slightly and continued walking towards Kevin. "Umm you're welcome," Gwen said glaring at her cousin before going after another alien. Ben tapped the Ultimatrix on his chest and he was enveloped in a green light.

"Ultra Humungousaur!" Ben yelled and stormed after the alien Kevin was fighting. Ben grabbed one of the aliens and slammed it into the ground over and over and over again.

"Ben stop you got him!" Gwen shouted. Humungousaur looked up in surprised like he didn't realize that he was acting so violently he dropped the alien and turned towards Kevin and Gwen turning back into himself.

"Ben are you ok," Kevin asked placing his hand on the teens shoulder. Ben held his arm and pulled himself away from Kevin's touch.

"I said I was ok already," Ben glared.

"Well it looks like you hurt your arm again," Gwen said. "You've been hurting it a lot lately. Can I please just take a look, we care about you."

Ben looked at Gwen and Kevin and then down at his arm and smiled softly.

"No it's ok," he said calmly. "Sorry I didn't mean to bit your head off."

"Well you might not have meant to do anything to ours but you certainly did a number to this guy's head," Kevin said looking at the fallen alien that lay sprawled on the ground. Gwen held her hand up towards the Anlex; her eyes glowing purple.

"He's alive we just have to lock him up," she said.

"Sorry I got carried away," Ben said. He grabbed his cell phone out of his jacket and cringed at the time. "I promised Julie to be at her house an hour ago to study. I'll see you guys later," Ben said and began walking to his car. Gwen looked up at Kevin and gave him a worried look. Kevin nodded in understanding, they might have broken up but they still understood each other. Kevin ran over to Ben and the two walked to Ben's car in silence.

"Ben…is there something you're not telling me because you know you can talk to me," Kevin finally asked as he opened the driver side door for Ben. Ben leaned against the open door and smiled.

"I know I can talk you about anything. I've just had a lot of things on my mind with finals coming up and what looks to be another alien invasion. Or maybe it's just my hormones kicking in from puberty but look on the bright side soon I'll be as tall as you and I won't have to jump up to reach your face anymore," Ben joked.

"That will never happen," Kevin joked back and was met with a warm kiss on his lips. Ben slid into his seat and closed the door. He turned on the engine and rolled down the window.

"I'm going to be really busy with finals so I might not see you for awhile. I'll see you as soon as I can though. Bye," Ben said and drove off before Kevin could say anything else.

End flash back

"That was the last thing he said to me before we met up for that final battle. For two weeks I couldn't get in touch with him but I heard from Gwen that he fought a couple of battles by himself and it seemed like he was just going out and looking for fights. When finals were over we all got a call that the Anlex were moving a large shipment at the docks. Gwen and I met Ben there and even though he seemed exhausted I didn't say anything but I should have. I should have told him to go home," Kevin said finishing his story.

"Well I know I haven't known you for very long and I know Ben even less but it seems to me like nothing you did could have changed what happened," Jason said.

"What are you talking about? I should have made him let me look at his arm and to have seen Azmuth. We could have done something."

"Should of, could of, would of. Ben doesn't seem like the guy to would have let you have seen his arm even if you did asked to see it. All that we can do now is try and help him and I got a plan," Jason said standing up from the window and taking a hold of Kevin's hand and dragged him away from the glass.

I know a lot of things were explained in this chapter so I'm sorry if it was a little confusing. Next chapter will be good though with epic battles and lots of Ultimatrix usage.

Review kindly please