MAX'S POV

I heard groaning as I looked over my shoulder to see a redheaded girl with her hand over her head.

"You ok Kiddo?" I placed one hand near her temple and massaged it slightly with my thumb.

She moaned slightly but it felt more like a groan.

She winced her eyes and turned her body so she was resting on her side.

"Feeling any better?" I asked trying to get a word out of her.

She groaned again and looked up at me with large eyes confused of who I was.

"Gwen?" she moved her body away from me, her back hitting the wall.

She looked half scared to death.

I back away from her slowly as Kevin's rushes past me grabbing Gwen and pulling her into his arms.

I turn away making some tea and passing it over to her.

Ben just sat back and watched carefully.

Gwen kicked him away her entire figure glowing with her eyes along with it threatening him if he came closer.

Her left arm came into rise, a bright glowing arm uncovering her entire hand.

'what's going through that girls head'.

GWEN'S POV

'who are these people what do they want' I held my fist up ready to fire at them if they made a move.

I felt all eyes on me and hated it; I wish they would leave me alone.

"Gwen just calm down" a green-eyed boy warns me holding his hand above a green wristwatch.

"W-who are you people? W-what do you want?" I yelled towards them expecting an answer.

"Gwen we're not going to hurt you. now please just sit down" the older man told me but I refused.

A heard a eerie sound as pain rushed through my body.

I started to lose focus and all the power from my system started to shut down.

I winced my eyes in pain as I fell towards the ground.

KEVIN'S POV

I look behind Gwen to see a blue skinned man in a lab coat and stethoscope around his neck.

He held out a metal and aimed it towards the antodyte.

She started screaming in pain as she fell towards the floor.

"GWEN" I screamed as I grabbed her before she fell.

I held her tightly in my pains.

She was squirming and wincing in pain.

"WHAT DID YOU DO TO HER?" I yelled at the blue skinned alien.

"relax she'll be fine its just to keep her calm" he told me before turning his attention towards Max.

I cradled Gwen in my arms, I couldn't stand seeing her in pain.

"So Max what exactly is the problem," he asked.

This Doctor had no mouth, how could he possibly be talking right now.

He placed a small bag down on the ground.

Max whispered something to him but it was to hard to make out the words.

"Please doc you gotta help her" I begged him, I've never begged to anyone in my life.

"Just relax Mr. Levin is it" he said looking at a clipboard.

"and you must be Ben10" he shaked Ben's hand.

"Hey girlfriend, in pain here" I told him trying to get his attention.

"oh, right" he flicked off the metal instrument making the noise stop.

Gwen relaxed in my arms and cradled up to me.

"you ok Gwen?" I asked her.

"Y-yeah" she whispered back.

"well lets have a look at her" he placed on gloves and signalled to the lower bunk bed.

I placed her on it gently; she still looked half scared to death.

"Everything's gonna be ok Gwen" I held her closely, she was to tired to struggle away from me.

He grabbed her head and pulled it up.

She yelped in pain by the ruff movement.

He leaned her up against the wall of the RV and forced her eyes open one at a time flashing a small but powerful torch into them.

He then turned his attention to the gash that was on her arm.

I've never noticed it before.

He turned her arm over holding it up trying to see it better.

It was glowing a white light colour.

"hmmm…." The Doctor let out as he picked up the girls leg and placed it towards her.

I was starting to get annoyed at the way he treating her.

Every move he made was rough on her, why didn't he see that she was in pain.

He then placed a stethoscope next to her heart trying to find a heartbeat.

"has she been experiencing any memory loss" he asked

"Yeah she cant remember us" I told him gruffly still holding Gwen.

"ahuh" was all he said in response.

He flipped her over slightly and inspected her more.

"powerful little Antodyte aren't ya" he said to himself.

"well Mr Tennyson I've got some bad news some more bad news some more bad news and some good news" he said in an upbeat tone.

Gwen just stared at the man.

"which would rather hear first" he asked politely.

"I think the bad news first" Max said holding his chin in his hand.

"well your Granddaughter going through a phase in her 'antodyte life' where she loses her humanity she will forget everything and everyone and there's no way to reverse or cure it" he told us pulling out what looked like a needle.

"and the good news" Ben chirped in.

"oh. She'll be a very healthy, young and antodyte," he told us.

"that's it. Nothing like she'll remember everything," I asked him.

"what. No. that's insane" he chuckled a bit.

"we can speed up the process a bit though" he flicked the tip of the needle in his hands which was glowing a shining white which made Gwen back away and into my arms.

"will it hurt her?" Max asked.

'they couldn't be serious'.

"the whole process is painful. This'll hurt a bit more but it'll definitely speed it up," he said grabbing the girl head and bringing it towards her.

"Leave her alone" I shouted at him grabbing Gwen and pulling her away from him.

"Mr. Levin either way your girlfriends going to go through this change whether you like it or not. This'll be over sooner if you just let me do my job" he told me, I gave in and placed Gwen back in his arms.

She was still unable to fight back against him.

Her eyes were half open as she stared up at the man.

He pulled her up a bit more making her groan.

He tilted her head to the left hand side of her shoulder and looked for her vein.

Her eyes flashed open in an instance as the needle pierced her skin.

She began to shake and grow whiter.

She was struggling to move away from him.

"Just relax miss Tennyson" he pushed her stomach back down.

More of the liquid went through her body as she shook violently.

"nuh" she gasped as he pulled the needle out of her skin.

She kept her eyes closed as she was placed back onto the bed.

She had rings around her eyes indicating that she was exhausted.

Light was emulating off her body as she slept.

"she should be back to normal in a few days maybe even less depending on how fast the change occurs" he said as he walked out the door.

"Thankyou" Max said to him as he left.

I sat back over next to her and held her sleeping form.

"I'm sorry Gwen" I told her feeling defeated.