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Hope you guys are enjoying the story and here's the next chapter!

Inside the tank, Ben sat next to Rex with Kevin sitting in front of them. He never took his eyes off of them from the second they stepped in the tank. Ben's bobbled as the tank ran over junk that was in the street. He heard the driver talking to someone on the radio about them heading to Sanctuary.

Kevin cleared his throat, "We informed everyone about your arrivals," he took out a cloth and began to polish his golden right arm.

Finally, Ben spoke, "So Kevin…," he hesitated, "Um… is Gwen okay? Julie? Grandpa Max?"

"Maybe," Kevin exhaled, "We should wait for that a back at Sanctuary."

"What about Six?" Ben saw Rex stepping in the conversation, "Where is he? And Bobo and Circe-?"

"I said…," Kevin yelled, making Ben jump, "…we wait till we should get to Sanctuary." Ben looked behind his back, staring out the small tinted-window. He saw that the past a Mr. Smoothy sign was broken in half. They were deeper into the city… or what was left of it…

"So what's with the gold?" Rex asked Kevin, "Reminds me of Van Creep. But-."

Quickly, Kevin's gold-covered arm turned into a blade that was pointed to Rex's neck. "Don't you dare talk about Van Kleiss like that," he hissed at him, "Ever."

Rex gulped, watching Kevin bring back his arm. Ben had never seen Kevin like this. What did this world do to his and Rex's friends? Who did this?

Rex felt the tank come to a stop. As the driver talked into his headset, a thump was heard on top of the tank. The hatch opened and Biowulf looked inside. "We're here," he growled at Kevin.

Kevin nodded, "Good." He got up and took his weapon from underneath his seat. "Let's go," he told Rex and Ben.

Rex got out of the tank and stood on the top he looked around and saw that they had stopped in a part of the city that was still in good condition. From pople, to aliens, and some EVOs, the streets were full of them.

"Wow," Ben said, stepping out from the tank. "Finally, a place that looks good."

"Tell me about," Rex answered. He saw a man and his daughter looking at him and Ben. The daughter looked scared, while her dad was hurrying her up. "Why are they scared of us?"

"It's a habit," Kevin said, jumping off the tank; Rex and Ben did the same. "Welcome to Sanctuary. We've managed to keep this place hiding from the enemy." He pointed to a tower that was at the corner of the city. Rex then saw that three others were at the other corners. "Look familiar Ben?"

"Yeah," Ben said, "They're the same things that the Highbreeds used to cloak that jump gate of theirs." Rex remembered that story; according to Ben, no one knew about till Ben, Gwen and Kevin stepped in.

"Thanks to them," Holiday said, coming from the other tank, "We managed to make these towers. With them, we are completely invisible to anything. We're still work on some for Javelin. So far, it's hiding u der ground."

"Javelin?" Rex asked.

"Another base that we have. There's Javelin, where we plan attacks, keep weapons and train soldiers. Then there's here, where we keep the sick and wounded."

"This way," Kevin said, walking towards an old building that had people in bandages and wheel chairs standing outside from it. It kind of bugged Rex to see people like this; he seen way too many people hurt and didn't want to think about how his friends were here.

"There," Holiday pointed out, "Is where we keep everyone."

As Ben and Rex walked into the building, they saw that there were stretchers everywhere. The room echoed from conversations, to laughter and kids crying. Plumbers and Providence agents walked around the room, helping patients and doctors that needed help.

"Where is she?" Kevin muttered.

"Who? Ben asked. Gwen maybe, we wondered.

"Kevin!" Ben heard a girl's voice shout. Ben looked and saw that a women that had a dark-purple hooded cloak on. Underneath was a blue tank and grey jeans. She had green eyes and and short orange hair. She ran up to Kevin and kissed him.

"Gwen?" Ben asked her.

Gwen looked at him and Rex, curious. "This is them? Their mana is so… different."

"Paradox sent them," Holiday said.

"She's hot," Ben heard Rex say under his breath.

"Dude," ben exclaimed, "You're thinking about that now?"

"Hey, sorry I can't look at your alternate-cousin."

"And my wife," Kevin added, glaring at Rex. Rex gulped and backed away.

Ben's mouth dropped in shock. "Married?"

Holiday chuckled, "I think he'll get a kick out of this," she turned to Gwen, "How are the kids?"

Gwen nodded, "Great. I just put them to sleep." She looked at Ben and Rex, "Devlin and Amanda. Twins and both six months old."

"Whoa," Ben whispered, "I'm an uncle."

"Uh…" Ben heard Rex said, scratching his head, "Not that this is a fun moment, but Ben and I came here to help."

"Right," Ben joined, "and if we are going to, then we need some answers. Like where's is everyone else: Grandpa Max? Julie?"

"Six? White Knight? Circe? Bobo?" Rex added, "And who did this?" he glanced around the room, watching a doctor stitch up a man's arm.

"Generator 10 happened," said a man's voice. Rex turned and saw a man in a white suit, wearing some kind of breather.

"White Knight?"

"Knight," Kevin nodded. "Nice to see you again." He gave a saute.

"At ease Kevin," White accepted. He looked at Rex and Ben, "so the rumors are true."

"Wait," Rex wanted, "Who?"

"Generator 10," Holiday stated, "The master mind and cause of all of this."

"Who is he?" Ben asked.

Gwen looked at them puzzled, "Really? You guys haven't figured it out yet?"

Rex paused and started to put the pieces together: the attack on him and Ben, why everyone was afraid of them and why they never saw their alternate selves at Sanctuary. "Of course…"

"It's us," Ben interrupted, "This Generator 10 guy is us!"

"D-Dude!" Rex slapped Ben head, "You took my line!"

"Not the point," Holiday stressed, "But yes, it's true. For five years, the Plumbers and Providence have been fight Generator 10 and his allegiance."

"He brought a lot of good people to his side," Gwen added, "or worse." She looked at Rex, "Bobo was one of them. And Six… well…"

"No," Ben heard Rex whisper. Ben knew who much he and Bobo were close to each other. And Six was pretty much like a father-figure to him.

"Hold on," Ben realized. He turned to Gwen, "What aboyt Grandpa? Is he…?"

"Grandpa's fine," Gwen assured him, "Ever since Generator 10 sent EVOs around the galaxy, the Plumbers have been dealing with them."

"But Azmuth should have done something about this already. Right?"

"I think," Holiday stepped in, "You should come with me about that."

"I'll take Rex to the Mess Hall," Kevin told Holiday, "You go head."

Holiday nodded, "This way." Ben followed Holiday across the room, avoiding hitting any beds that had patience on them. Finally they made it to a hallway, where they had rooms for those who needed special caring.

"Where are we going?" Ben asked nervously.

"Just follow me," Holiday stressed, as they passed rooms. At last, the came up to a room that had the number 100 above it. Holiday brought out a card and placed it in the door handle. She looked at Ben, "Just try to comprehend what's happened to him," she warned Ben.

"Okay," he gulped. With a swipe, Holiday slid her card and opened the door. Inside the room was nothing but a bed and a few shelves with some kid toys. The walls were cover with drawing and numbers. "Azmuth. Sweetie, are you in here?"

Ben heard something giggling inside the room, making him nervous. Something jumped on top of the bed, messing around with the sheets and pillow. Ben looked closely and gasped, "Azmuth? Is that you?"

The crazed-eye Azmuth looked at Ben, "You? Two! Blue. Drew!" he blubbered. He hopped onto the floor and ran in circles. "Run. Fun. See Spot run! Ha ha ha!"

"What happened to him?" Ben knelt down, looking at Azmuth. He never thought he'd see one of the most powerful minds act like this.

Holiday sighed, "After hearing about what happened to Ben, he thought he could try and reason with him." She turned her head, "it didn't go to well."

Ben then saw the back of Azmuth's head and saw that he had a scar there. He crawled towards Azmuth, "Azmuth. It's me; Ben. The Good Ben."

"Ben!" Azmuth laughed, "Jin. Kin. Men. Ten. Ten!" He rushed to a shelf and grabbed a crayon and began to make random lines on the wall. "Ben 10! Boy. Started as boy. Then young man he became. Raisins!" he blubbered, "Combined worlds. Became bad. Bad Hero! No, super villain. Evil man. Failed people. Failed friends." Azmuth then stopped drawing on the walls, dropping his crayon. "Failed me. And him. I had failed him." He began to mutter something and started walking towards his bed, climbed in and covered himself up with blankets.

"He has better days than this," Holiday told Ben, who was still staring at his mentor. "It's best to leave him alone." With that, Ben got up and left the room with Holiday.

Hope you guys enjoyed this chapter.

Up next, Ben and Rex discover how Generator 10 came to be.

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Peace!