Darkness surrounded Ben, but a light in the distance quickly grew bigger. Without warning, he tumbled into another room. It was decorated like the outdoors, with a bed that was made of tree branches and a vibrant red bedspread.

Ben looked and saw a girl in a red hood grasping his arm. It was Cerise Hood, daughter of Red Riding Hood.

"Cerise?!" Ben pulled his arm away from her. "What are you doing?!"

Cerise looked very upset. "Ben, I saw what you did."

"What are you talking about?" Ben said, defending himself.

"Don't play dumb. You turned into that freaky alien and took over Blondie's body and made her break into the headmaster's office!" She growled. "You should be ashamed of yourself!

"I'm not ashamed of anything!" Ben told her. "Besides, she deserved it!"

"Why? Because she accidentally spilled a little porridge on you? Oh, yeah. She totally deserved getting detention for something she didn't do." Cerise said sarcastically.

How did she know? Was she watching him this whole time?

"Ben, you shouldn't be using your powers for things like that." Cerise said in a no-nonsense tone. "Because someday, it might just catch up to you."

"You don't understand, Cerise! I did it to prove myself that I'm not a pushover! Haven't you ever been pushed around by someone? Sure, it was just a little porridge, but what if someone did it on purpose? Should you just sit back and take it? Absolutely not! You need to buck up and stand your ground if you want your enemies away from you!"

"Listen, Ben. Acting this way will only bring you more enemies, not keep them away. You'll be just as hated as Faybelle, maybe even more. It's not too late, Ben. Be who you really are." She seemed to say those words very deeply.

Cerise's speech nearly touched Ben, but remembering what happened in his world, he decided to let them fall on deaf ears. "So what? Everybody hates me. I have more enemies than I want to remember. And I don't care if I make a few more. There will always be enemies in my life. But they're all gonna think twice before they mess with me!"

Ben spun on his heels and stomped out of the room, leaving Cerise alone.

"She's got some nerve..." Ben grumbled to himself as he stomped down the hall. His empty stomach made him even more upset. "Oh, man. I'm starving..." he moaned.

It took a while, but Ben finally found the Castleteria. Unfortunately for him, it was closed.

Ben threw his head back and groaned. "Great! Now I'm gonna starve to death!"

"Excuse me."

Ben turned to the right and there was Farrah Goodfairy and Nina Thumbell. Farrah was holding a sandwich. The fairy smiled as she offered it to Ben. "Here, you can have my sandwich."

Ben looked at the fairy. "What's wrong with it?"

Farrah shook her head. "There's nothing wrong with it. It's a princess and peanut butter sandwich. It's the best thing on the menu!"

Ben cocked a brow. "Princess and peanut butter sandwich?" He took the sandwich anyway and took a bite. "Mmm! You're right, this is good!" he said with his mouth full.

Farrah giggled. "I'm glad you like it."

"Hey!" Nina suddenly said as one of the students "accidentally" bumped into her, causing Nina to drop her school books out of her hands. It was Duchess Swan.

"Sorry, Short stuff." the snotty Swan Princess said. "Maybe if you grew a few more inches and then people might actually notice you."

She walked away as Ben glowered at the Royal snob. He looked and saw Nina quite depressed.

Farrah put a motherly arm around her. "Don't listen to her, Nina. There's nothing wrong with you."

Nina sighed. "It's okay, Duchess enjoys looking down on people. When you're the daughter of Thumbelina, you're not hexpected to be the tallest kid around. So...pretty much, everyone looks down on me..."

"I know how that feels." said Ben, grabbing their attention. "I was never the tallest guy either and I've been called all the names. Shorty, squirt, small stuff, shrimp. It gets to you after a while and it really hurts. But I kind of had to learn the hard way that size isn't everything."

"How?" asked Nina.

Ben smiled. "Like this." He activated the Omnitrix. Farrah and Nina shielded their eyes from the bright green glow that engulfed Ben's body.

When the light died down, Ben was gone! But when they looked down, they saw in astonishment that Ben had become six inches tall in the form of Grey Matter.

The little alien smiled up at the visibly amazed girls. "Nina, may I see your assignments? And I'll need a pencil." asked Grey Matter.

"Why?" asked Nina.

"You'll see." said Grey Matter.


A few minutes later,

"And...done!" said Grey Matter, writing the final answer on the last paper.

"I don't believe it!" Nina took the stack of completed papers. "You just did three hours of thronework in less than an hour!"

"Incredible!" Farrah said, her eyes twinkling. "It's like a dream come true!"

Grey Matter smiled proudly. "You see, this alien species known as the Galvan may be small, but they more than make up for it with intelligence." he said. "So size isn't everything after all. People are truly judged by talent, not size."

"Ben's right, Nina." said Farrah. "You're as multi-talented as they come. You're an honor student, you always care for the environment, and you're an important member of the cheerhexing squad."

Nina smiled. "You guys are right."

Ben was glad Nina was cheered up. Until...

"HEY!"

Everyone turned and saw Faybelle flying over to them. "Ben? Is that you? What are you doing with the riff raff?"

Ben's time as Grey Matter was out and Ben was himself again. "I was just hanging out with them. Is that so wrong?"

"It is wrong." Faybelle said. She turned her glare to her classmates. "If you'll excuse us, we need to talk. In private."

Farrah and Nina looked at each other, but they didn't want to argue with their cheer captain, let alone a dark fairy. So they took their things and walked away.

But Farrah smiled and waved to Ben. "See you later, Ben."

Ben waved back, but Faybelle put his hand down. "Don't wave to her. In fact, I don't want you even talking to her."

"Why?"

"Because Farrah is the worst fairy anyone can be around. She's a fairy godmother."

"Fairy Godmother? Like in Cinderella?" asked Ben.

"That's right. Fairy godmothers are the lamest fairies to ever exist!" Faybelle said. "And Farrah, being the daughter of the Fairy Godmother from Cinderella, is a disgrace to all fairies!"

"But why? She seemed really nice to me." Ben said.

"Oh, my Grimm. There's that word again!" Faybelle groaned. "Nice is a poison, Ben. It rots your brain and makes you soft, weak, and pathetic! Farrah has already brainwashed everyone with her goody-goodness. Nice and goodness gets you nowhere."

"But-"

"But nothing!" snapped Faybelle. "Ben, do you even know why fairy godmothers are so insignificant in the Fairy Tale world?"

Faybelle answered before Ben even spoke.

"Because they wield limited power. All they do is make things look better. Like turn a ratty dress into a ball gown or turn a pumpkin into a carriage. It's not even significant magic. And it only lasts until midnight! It's a total joke!"

Faybelle crossed her arms. "And fairy godmothers are slaves to their own magic, so the joke's on them." she grinned. "As for us dark fairies, we wield unlimited power. And best of all, we serve no one."

The teen fairy walked Ben down the hallway. "In fact, if you stick with me, I can make it worth your while."

"How?"

The future dark fairy stopped and put her hand on Ben's shoulder. "Ben. I didn't want to say this in front of the girls because I was afraid they might get jealous. But I'm giving you the job that they would only dream of achieving!"

She leaned in very close. "My second in command."

Ben arched a brow. "Second in command?"

"That's right." Faybelle said. "When I graduate and curse Briar Beauty to sleep for a hundred years, I will inherit my mother's crown and become the most witch and famous of all fairies! Not only that, since Raven Queen isn't going to be the next Evil Queen, someone is going to have to take her place, and that someone is me!"

Faybelle chuckled maliciously. "Once I become the Dark Fairy and the next Evil Queen, I will be the most evil, most powerful being in all of Ever After! And I will share all that power with you, Ben. Hex, I can make your Omnitrix even more powerful!"

"More powerful?" said Ben.

"Sure, I can make you as powerful as me. Dark magic is the answer to everything, it's the very same power that will destroy your enemies." She lowered her voice. "And you'll only get that power by embracing evil."

Ben literally jumped back from Faybelle's words. "What?! No! I-I can't do that!"

"Ben," said Faybelle. "I understand you're all about using your powers to help people. But you said yourself that nothing you did made a difference. Your life is just downhill from here. So instead of fighting evil, you should let it into your life. Evil is a force that can't be stopped, joining the evil side will make a bigger impact on your world. Your enemies will never come near you again."

Ben was silent. He just looked down at the floor, motionless.

"Fine," Faybelle sighed. "I was only trying to help you. Because I thought that's what friends do." She began to walk away. "Not that I would know..."

"Wait."

Faybelle stopped.

"I know you want to help me, Faybelle." Ben said. "I won't turn my back on you. I think I'll give this evil thing a shot."

Faybelle turned and smiled as innocently as possible. "Thank you, Ben. You're a true friend." She put a hand to her heart, as if touched.

Oh, she was good.

"But," said the young villain. "if you really want to embrace evil, you gotta prove it some more. That thing you did to Blondie was just a warm up." She came close to Ben. "In fact, if you do a little chore for me, then I'll grant you that power we talked about."

Ben looked calm. But inside, a whirlwind of emotions was flowing inside him. He didn't even know what Faybelle's chore was.

But he did know that it was a chore of wrongdoing.

"What do you want me to do?" asked Ben.

Right then, Ben Tennyson, wielder of the Omntrix, decided that it was time to do the wrong thing for the right reason.