CHAPTER EIGHT: CONFRONTATIONS

Staff-House, July 18, 2010

As the morning sun's rays warmed her eyelids through her eye-mask, Lo sat up in bed with a yawn…before a happy smile crossed her face, bringing with it the memory of last night.

She and Ben had officially hooked up, after she'd gotten the best kiss she'd ever had in her life.

Lifting her eye-mask onto her forehead, Lo lay back down, trying to grab a few last minutes of shut-eye, but her mind wouldn't quiet down; not with thoughts of Ben and that kiss swirling through her head. 'Okay, I'll just take a little walk. That should calm me down.'

Slipping out of bed, Lo tiptoed out of her room, taking care not to wake the still-napping Emma and the snoring Fin, before creeping downstairs, sneaking past the living-room couch where her brother was sleeping, and emerging out onto the patio, taking a deep-breath of the sea air…

…where she saw a familiar green jacket.

Leaning against the rail as he gazed out at the horizon, in his street-clothes, Ben turned around as he heard her, his smile growing all the wider as their eyes met. "You couldn't sleep either?"

Feeling her heart start to race, Lo shrugged. "Maybe."

Ben laughed. "I think I got – maybe – five minutes of sleep, last night," he confessed. "I couldn't get you or that kiss out of my head."

Lo's pulse promptly went into double-time, but she stayed cool. "It's nice to hear I have that effect," she cooed. "Aren't you worried about falling asleep at work?"

"Nah; today's my day off."

Lo playfully pouted. "Lucky!" she exclaimed. "I have to slave away in the DR, all morning!"

Ben grinned. "Hey, I'm not thrilled about it, either!" he defended. "I have to go an entire morning without seeing your beautiful face; I'd prefer Chinese Water Torture!"

Lo beamed. "Well, then you're lucky I woke up so early," she teased, "because between now and whenever the others wake up, you have me all to yourself."

Ben arched an eyebrow. "Is that so?" he asked, walking closer.

Lo nodded. "I'm not going anywhere."

Ben's grin turned sly. "Damn right you're not," he whispered. Then, before Lo could react, he gripped the lower corners of his jacket in his fingers, and then looped his arms around her waist; at first, Lo was confused, until she heard the telltale click of Ben's zipper locking together, right before Ben zipped it up, trapping her in his jacket with him.

Lo squealed with laughter, playfully wiggling her shoulders as she half-heartedly tried to get free. "Ben!" she cried. "What do you think you're…"

But she was silenced by Ben's lips on her own, drowning out any fake objection she had, leaving her with only the thoughts of how incredibly comfortable she was, snuggled up against his chest, the subtly spicy scent of his deodorant emanating from the jacket that pressed her to him. Sighing happily, she rested her hands on his chest, nuzzling closer as she felt his arm encircle her waist, while the other rested between her shoulder-blades, gently pulling her to him.

After yet another few magical minutes – proving once and for all that their first kiss was no fluke – a blissfully dizzy Lo felt Ben's lips release hers. "You're…actually pretty good at that," Lo murmured.

Ben looked just as affected by that kiss as she was. "You're pretty darn amazing, yourself," he replied, before his smile turned earnest. "Look, if you're not busy after work, I'd like to take you on a date – a real one, not just a surf-date."

Lo giggled. "After several hours of dealing with Kelly?" she chimed. "I'm yours!"

It took all of her strength not to grin at Ben's goofy smile. "Great!" he exclaimed. "I was thinking maybe we could catch a movie…but I'm kinda in the air about which one; what would you prefer – action, sci-fi/horror, thriller or rom-com?"

Part of Lo wanted to say "rom-com," but she didn't want to scare off her new boyfriend. She shrugged. "Surprise me."

"Okay, then!" Ben answered. "It might have to be the evening movie; my cousin and our friend from back home are coming to visit, so I'll probably be tied up with them for the afternoon."

"Cool."

Ben's expression turned serious. "Lo?" he asked. "There's…something I have to tell you…"

Whatever Ben planned to say was derailed by a sleepy groan from the living-room – Ty's groan. Lo froze. "Ben, unzip your jacket before Ty sees us!"

Ben blinked. "Huh?"

"Please!"

Flinching, Ben quickly unzipped his jacket, releasing Lo, who stepped back just as a groggy Ty, still in his surf-shorts, lumbered out onto the patio, carrying his board. "Hey, sis."

Lo shrugged. "Hey, Ty."

As Ty trudged off towards the Office for his early-morning sesh, Ben frowned sadly, scratching the back of his head. "Oh," he said. "Sorry I…almost embarrassed you…"

Lo wanted to smack herself. Nervously chewing her lip, she leaned up to give Ben a tender kiss, sweetly reassuring him. "You didn't," she promised. "If Ty had seen us, he'd have gotten all stupid and bent out-of-shape 'cause his baby sister was dating a coworker." She smiled shyly. "I was trying not to scare you off."

Ben's smile came back. "Oh. Well…that's okay, then," he replied. "Still, we're gonna have to tell him eventually, Lo; I'd rather not have your brother find out about us by walking in on us."

Lo giggled. "Huh; the other guys I've dated actually tried to avoid telling my fam."

Ben chuckled. "I think it's safe to say I'm not like any other guy you've dated, Lo; trust me on that one," he said. "No offence to your brother, but I've seen way scarier things than him."

Lo beamed. "Well, why don't we at least go on an actual date before we talk about that?" she asked, smiling coyly. "I think we should at least go out several times before meeting the fam."

Ben shrugged. "That sounds fair." His smile grew. "I guess you'd better go get ready," he added. "Good luck out there, beautiful." With that, he leaned down, ensnaring her lips once again.

Blissfully sighing, Lo closed her eyes, letting herself enjoy the kiss, giggling as Ben pulled away, but stayed close, touching his forehead and nose to hers. "I take it back," she murmured, her voice breathy. "You're really good at this."

Ben's breath was minty and warm on her cheek. "What can I say?" he asked. "You bring out the best in me."

Not for the first time, Lo wondered just what it was that had made this "Julie Yamamoto" chick willingly give up a boyfriend like Ben. 'She must have been out of her mind!' she thought. 'Well, sucks to be her! Her loss is MY gain!' Never letting her eyes leave Ben's, Lo reluctantly inched away. "See you this evening?" she cooed.

Ben's grin was sly. "Counting the minutes."

Lo's smile felt like it would crack her face. "Good answer, mister." With that, she walked inside, hurrying upstairs.

Somehow, she knew today was going to be awesome.

XXXXXXXX

Surfer's Paradise

As the morning check-in/check-out time came, Johnny sighed to himself as he took his usual spot behind the front desk. 'Another day, another dollar…'

His expression brightened as he saw Emma, in uniform, walk into the lobby, beaming as she waved in his direction…until he realized she'd been looking at Ty as he emerged from the gift-shop with a fresh bottle of board-wax, ignoring her, as always. '…and another chance to get ignored by Emma. Brother, at this point, I almost WISH Ben would go monster and attack me; it CAN'T be worse than this…'

"Johnny? Hello?"

Snapping out of his wallowing, Johnny found Lo, also in uniform, standing in front of the desk, mildly cross. "Huh? Lo? What?" he stammered. "Did you say something?"

Lo sighed. "I said, are there any reservations under the name Tennyson? Ben said his cousin and their friend are supposed to drop by, today."

Johnny checked his computer. "Hmm…I don't see any reservations like that," he said. "Maybe they're just…visiting…for…the…day…"

Lo arched an eyebrow. "Johnny? Hello?" she asked, until she followed his drifting gaze…right to where Emma was standing at the greeter's booth, before turning back with an amazed smile. "Oh. Em. Gee!" she exclaimed. "You like Em"

"SSSSHHHH!" Johnny shushed her. "God, Ridgemount, tell the whole planet while you're at it!"

Lo's smile turned sheepish. "Sorry."

Johnny groaned. "Did Ben tell you?"

Lo blinked. "Wait, Ben knew about this and didn't tell me?"

"Lo, I think everybody knows about this," Johnny moaned, as his head smacked into the counter. "Everybody except Emma."

Lo smiled. "Then don't you think you should, oh, I don't know…tell her?"

Johnny's expression was flat. "Gee, I don't see how I could do that, Lo, since I'm "such a good friend"."

Lo winced. "You got Friend-Zoned? Ouch." Her expression brightened. "Why didn't you come to me or Fin sooner?"

"Right; I'm gonna tell the best friends of the girl I like about how I like said girl."

Lo rolled her eyes. "Okay, are all guys this dumb or something? We're the first people you should've told!"

Lifting his head, Johnny looked perplexed. "I'm not following you."

Lo laughed. "Uh, duh! Haven't you been listening at all, this summer?" she asked. "Practically ever since he got here, Emma and Fin have been telling me non-stop about how Ben's a totally great guy and how I should totally date him!" She beamed. "And now we've hooked up!"

Johnny smiled warily. "Hey, that's great!" he said. "But…what does this have to do with me?"

"Everything!" Lo exclaimed. "You remember how being good with kids is one of the things girls love in guys? Well another one is hearing that a guy is awesome from another girl, preferably a BFF!"

Johnny's eyes went wide. "Seriously?"

"Totally! How else do you think I went from hating to hook-up in such a short time?" Lo replied. "Hearing how dateable a guy is from a BFF is like catnip for girls! You just let me get Fin on-board, and then give us a couple of weeks to work on her!"

Johnny started to smile. "Really?"

"Of course! Emma may not like-like you, but she does like you, so our job is half-done!" Lo said. "You give us a couple weeks, and Emma will drag you out of the Friend-Zone herself!" She giggled. "After she rips your wetsuit off with her bare hands!"

Johnny knew he was grinning like an idiot. "R-Really?" he exclaimed. "Wow, thanks!"

Lo shrugged. "What can I say? I'm just a little matchmaker!"

Johnny's expression turned serious. "Has Ben…said anything to you, today? Anything…you know, important?"

Lo looked confused. "Like what?"

'He still hasn't told her.' Johnny managed a smile, chuckling nervously. "Oh, nothing; he just…said that he wanted to talk to you, that's all!"

Lo arched an eyebrow. "Oh-kay…" she answered. "Well, I guess I'd better get going."

"Sure!" Johnny chuckled. "Good luck!" As a confused Lo walked away, Johnny smacked his head on the counter, once more. 'Smooth move, St. James; now she HAS to know something's up. Man, I am just not cut out to keep secrets…'

XXXXXXXX

"Seriously, Ridgemount, I am not interested in your excuses! Now clean this mess up!"

As she watched Kelly finish chewing Lo out before stalking off, Emma walked over to her ketchup-daubed friend as she swept up the broken dishes. "Hey," Emma greeted. "I saw that – so not your fault!"

Lo sighed. "Thank you!" she agreed. "Just try telling Kelly that the Marvin twins are on another rampage! So glad I didn't get stuck with permanent babysitting duty!"

"I'll say!" Emma said, before she giggled. "While Kelly was chewing you out, Ben popped in; he saw Kelly was giving you a hard time, so he left you a note."

Lo brightened. "Really?"

Emma beamed. "I'm sorry, but I looked; I couldn't help myself – it was just too sweet!" With that, she handed Lo the napkin, prompting her to read it.

Lo,

Sorry to bug you at work, but can we talk afterwards? There's something I have to tell you.

Ben.

P.S.: Don't let Kelly get you down, beautiful.

P.P.S.: You look cute with ketchup on your nose!

Now it was Lo's turn to beam. "That sweetheart!" she squealed. "That was just what I needed!"

"I know!" Emma agreed, before chuckling. "You might want to wipe off the ketchup, though."

Reaching up, Lo flicked the dollop of condiment off of her nose, before glancing at the note, once more. "Wonder what he wants to talk about, though." She shrugged. "Guess I'll find out!"

While Lo got back to work, Emma quickly resumed her own duties, gathering up dirty dishes and ferrying them back into the kitchen, before heading back out to take orders. 'Hopefully, Ty'll stop by…'

"Excuse me?"

Turning, Emma's daydreams were interrupted as she spotted a young woman, around her own age and frame, with long, bright red hair, and green eyes, clad in a blue t-shirt, and a cute black short-skirt. "Please, take a seat!" Emma greeted. "I'll be right with you!"

Smiling back, the girl held up her hands. "Actually, I'm not here for service," she said. "I'm looking for my cousin; he works here as a bellhop. Have you seen him?"

Blinking in confusion, Emma studied the girl – something about her face seemed so familiar – before her eyes widened. "Oh my gosh! Are you Ben's cousin?"

The girl's smile told Emma she'd guessed right. "Gwen Tennyson," she greeted, extending her hand.

Emma shook it. "I'm Emma; Emma Mackenzie!" she replied. "It's so nice to meet you! I've heard so much about you!"

Gwen laughed. "Uh-oh; should I be worried?"

"Hey, Gwen!"

Turning both Emma and Gwen turned to find a tall, well-built young man of 17, in slightly tattered blue jeans and a black t-shirt, with icy blue eyes and mid-length, ruggedly unkempt black hair, standing in the entrance. "Any sign of the goofball?"

Gwen shook her head. "Not yet, Kevin; you try the golf-court, and I'll meet you at the beach."

"Cool." With that, the guy – Kevin – headed off.

Emma couldn't help but smile. "Who's the hottie?"

Gwen's smile was somewhat shy. "Oh, Kevin? He's…a friend."

"Only a friend?"

Gwen's blush spoke volumes. "L-Look, do you know where Ben is? We kinda need to find him," she said quickly. "It's…family business."

"Oh," Emma answered. "Sorry, I don't know; it's Ben's day off." She shrugged. "I could ask Lo if she knows…"

Gwen's smile vanished. "That's okay," she said quickly. "I think we can find him ourselves." She turned to go. "Nice meeting you!"

"Uh…okay!" Emma replied, before resuming her duties. 'Huh, I wonder what this "family business" is about,' she thought. 'And why'd she go all prickly when I mentioned Lo?'

If she freaked out just hearing about Lo, then how would she react when she learned her cousin was dating her?

XXXXXXXX

"Hey, Lo? Remember that day when you saw that red thing in the woods? Sorry if I scared you, that time!"

Hearing his own words, Ben groaned. 'Oh, dear God, that was terrible.' Resuming his pacing up and down the empty beach, he tried again. "Lo, you like imported fashions, right? Well then, get a load of this watch!" 'Cripes, that's even WORSE!'

There were just no words he could think of to tell her about the Omnitrix casually; he was just going to have to tell her, flat-out, that he was responsible for all the monster-sightings. "Oh, man, she's gonna freak…"

"Who's gonna freak?"

Startled, Ben turned around…and grinned as he saw his cousin standing behind him, with Kevin following close behind. "Gwen!" he exclaimed, rushing over to hug her. "You guys made it!"

Gwen laughed. "Well, duh!" she replied, hugging him. "Like we're gonna let you deal with the Forever Knights all by yourself!"

Kevin shrugged. "We'd've been here sooner, but we decided to take a more…scenic route."

Ben arched an eyebrow. "A scenic route?" he repeated…before he noticed Gwen's blush. "Wait…are you two..?"

Smiling shyly, Gwen slipped her hand into Kevin's. "Yes, Ben; Kevin and I…started going out, a couple weeks ago."

Ben laughed. "Well, it's about time!" he exclaimed. "How'd it happen?"

"Well, without the Highbreed or the DNAliens around, we had a little more time on our hands," Kevin said. "One afternoon, Gwen and I just…didn't have anything else to do…"

Smiling wryly, Gwen poked her elbow into her new boyfriend's gut. "Thank you, Mr. Romantic!"

Ben chuckled. "Well, however it happened, I'm really happy for you guys."

"And what about you?" Gwen asked, her smile coming back. "You definitely aren't bummed about…you-know-who, anymore! What happened?"

Now it was Ben's turn to go red. "Well…"

"He hooked up with someone. I knew it," Kevin said.

Ben's smile drooped. "Actually, that's…part of what I need to talk to you guys about," he said, motioning them to follow him. "Come on; I'll show you." With that, the three of them headed back to the hotel.

As they headed towards the entrance, Ben saw Fin, Reef, and Broseph walking out of the lobby, in their surf-gear, boards at the ready. "Hey, States!" Fin greeted. "Me, Broseph, and Barnacle-Brains were gonna grab a sesh; you wanna come…"

"EEEEEEEEE!"

Gwen's squeal drowned out the rest of Fin's query as Ben's cousin darted towards her hero, rapidly shaking her hand. "Oh my gosh! Fin McCloud! It's such an honor to meet you! You kicked butt at the East Coast National Championships, last year!"

Kevin winced. "Well, that sure scored a perfect 10 on the Bust My Freaking Eardrum Scale."

Fin could only stare in bewilderment at the stranger shaking her hand…before she smiled, her brain matching the squeal to one she'd heard, a while ago. "Okay, you've gotta be Gwen."

Ben sighed. "Yeah, that's my cousin," he said. "Sorry about this, Fin."

Fin shrugged. "For what? Your cousin having good taste in surfing role-models?" At Reef's chortle, Fin poked him with her elbow. "Shut up."

Ben chuckled. "Well, guys, as you've already guessed, this is my cousin Gwen, and my pal Kevin from back home; Gwen, Kevin, these are my friends Fin, Reef, and Broseph."

Kevin nodded. "S'up."

Broseph nodded back. "Hey."

"Anyway, like I was saying, the three of us were gonna grab a sesh," Fin said. "You wanna come with?"

Ben's smile turned nervous. "I'd love to, but can't," he answered. "I've kinda…got a few things to take care of."

"Bummer," Fin said. "Well, it was nice meeting you two! Catch you later!" With that, she, Reef, and Broseph headed towards the beach, while Ben, Gwen, and Kevin walked into the hotel.

As they walked into the lobby, Gwen looked mildly confused. "Okay, what do you need to talk to us about?"

Ben sighed. "For starters, yes, I am seeing someone; we just started, yesterday."

Kevin smirked. "Called it."

"Ben, that's wonderful! I'm so happy for you!" Gwen exclaimed, before her eyes lit up. "Oh my gosh…are you dating Fin? That's so awesome, Ben! She's so cool!"

Ben laughed. "Sorry, Gwen; Fin's cool, but I don't think I'm her type," he answered. "Besides, she's hung up on Reef, not that she'd admit it."

Gwen's smile dimmed slightly. "Oh," she said. "Well…is it that girl Emma in the restaurant? She's nice!"

"Nope, although you're getting closer," Ben replied. "Emma's kinda mooning over Ty Ridgemount…not that Ty ever notices."

Gwen blinked. "Who is it, then?"

Ben flinched; given how Gwen had talked about Lo, the first time he'd called home, he didn't know how she'd take this. "Well…"

"Ben! Yoo-hoo!"

Startled out of his thoughts, Ben turned towards the DR's entrance, where Lo, in uniform, was waving to him. "Thanks so much for that sweet little note, baby!" she cooed. "You totally rock my world!"

Ben couldn't help but smile. "Hey, you were having a rough time; what kind of boyfriend would I be if I didn't pick you up?"

Lo giggled. "Definitely looking forward to our date, tonight!" she replied. "See you when I'm done!"

As Lo slipped back into the DR, Gwen turned towards her cousin, horror written across her face. "No," she murmured. "No, no, no, Ben! Tell me you're not dating…Lauren Ridgemount!"

Ben smiled sheepishly. "Okay, I won't tell you."

"Ben!"

Kevin's response was entirely different. "Dude, score!" he laughed. "Here I was thinking you were still mopey about Yamamoto, but you traded way, way up! You hooked up with the owner's daughter? Nice!"

"KEVIN!"

Ben raised his hands to calm his cousin. "Look, Gwen, I know why you're worried, but it's okay; Lo's not that bad…"

""Not that bad"?" Gwen repeated. "She put a JEEP in a POOL! She got the Royal Canadian Mounted Police called to her party! And you're actually considering going out with that pampered, self-centered, spoiled little brat?"

Ben frowned. "Look, I'll admit, the first few weeks I knew her, I'd have agreed with you 100 percent," he began, "but then I got to know her, and…she was really nice."

Gwen folded her arms. "You're kidding."

"No, Gwen, I'm not!" Ben insisted. "Okay, maybe Lo is a little on the spoiled side, but that doesn't make her a bad person! So she's rich! That's a crime, now?"

Gwen's frown dimmed. "No…but the way she acts…"

"She doesn't act that way, Gwen; not anymore, at least!" Ben defended. "I think she's grown up a little, since that party, and…I really think there's something there, between us…"

Kevin groaned, slapping his forehead. "Great; he's out of the Yamamoto frying-pan and into the Ridgemount fire. Here we go again."

Gwen looked stricken. "Ben, I just don't want you to get hurt."

"I get that, Gwen, but I'm asking you to give her a chance," Ben said. "I did…and I think I found someone really special because of it."

Kevin mimed gagging, prompting Gwen to half-glare at him. "So what's the problem, then?"

Ben sighed. "Come here." With that, he walked towards the front desk, where Johnny was. "Guys, this is Johnny, my supervisor; Johnny, this is my cousin Gwen, and my pal Kevin."

Gwen waved politely. "Hey."

"Hey," Johnny waved back. "So, Ben, does Lo…" he began, but paused. "Wait…she's the voice I heard coming from that disc-thing!"

Gwen's eyes went wide. "What?"

"Yeah; that's the problem," Ben said. "Johnny kinda…knows."

Gwen gulped. "You mean, he knows you have to keep running out because you have to…take insulin shots?" she thought quickly.

Ben sighed. "No, Gwen."

Kevin followed suit. "He knows you have a strange kidney-condition that makes you go to the bathroom, every fifteen minutes?"

Ben scowled. "That's the best you could come up with, Levin?"

Johnny frowned. "No," he said, "I know that Ben's watch – whatever it is – does a lot more than tell time."

Ben nodded. "Yesterday, I had to go XLR8 to save a little girl, and…Johnny saw me."

Kevin flinched. "Dang."

"Yeah."

Johnny looked to Ben. "So you haven't told Lo yet, have you?"

"No, Johnny, I haven't," Ben said. "I was trying to figure out how when I met up with Gwen and Kevin."

Gwen's eyes went buggy. "WHAT?" she shrieked, before lowering her voice to a whisper. "You're…you're actually considering telling Lauren Ridgemount about the Omnitrix? Have you lost your mind?"

Johnny blinked. "Wait…that gizmo's called something?"

Ben gulped. "I…kinda have to, Gwen."

Kevin's gaze fell on Johnny. "Why? 'Cause he's gonna rat you out?" he asked. "He's not gonna talk."

"Uh, yeah, I am!" Johnny said. "I cannot keep a secret; if somebody asks, I'm gonna end up blabbing! If Ben doesn't tell our friends, I will!"

Kevin frowned. "No, you're not."

"Yeah, I am!"

His frown turning into a full-out scowl, Kevin walked towards the front desk, placing his hand on the service-bell; instantly, his hand copied the atomic structure of the brass, turning his hand metallic. Clenching his metal fist, Kevin moved it forward until it was millimetres from Johnny's nose, his narrowed eyes boring into his skull.

"No. You're not."

Johnny's eyes went wide. "You…you wouldn't…"

"You willing to bet your ass on that?"

"Kevin, stop it!" Gwen shouted, pulling him away. Her expression apologetic, she turned to Johnny. "Look, Johnny, we get how bad this looks, but telling anyone isn't going to make things any better! If Lo finds out about Ben and what he can do, she's never going to be able to keep quiet about it, and there have been too many people – bad people – who have come after Ben because of the Omnitrix!" she added. "Do you get it, now? If you tell anybody, Ben's life is over!"

Johnny paused. "I…I didn't realize…"

He never got the chance to finish, as an alarm-bell rang out through the hotel, startling the four of them. "Okay, what's that?" Ben asked.

Checking his computer, Johnny went pale. "Holy…somebody just called in a bomb-scare! We have to evacuate!"

His eyes narrowing, Ben turned to Gwen and Kevin. "The Forever Knights?"

Kevin nodded. "That'd be my guess."

"It's too much of a coincidence," Gwen agreed. "They have to be in on this!"

Johnny blinked. "Uh…what?"

"That's part of why Gwen and Kevin are here," Ben said. "Some of the people gunning for me are here, and I'm willing to bet they're behind this!" He groaned. "Right now, you'd better get to safety; if these guys are involved, we need to find them fast!" He turned back to Gwen and Kevin. "Kevin, you check the DR; Gwen, you cover the second floor; I'll take the first floor rooms, and we'll move to the third floor from there. If anybody finds the Knights, call in on your badges, and we'll take 'em together! Let's move!" With that, the three of them split up, while Johnny ran for safety.

XXXXXXXX

A few minutes earlier

"So now Ben's cousin is gonna be hanging out here? Sweet!"

Hearing Reef's remark, Fin just rolled her eyes. Broseph, however, was intrigued. "How ya figure, bro?"

"Easy! Since there are now two grandchildren of the Madcap around, my chances of learning the Zero-G just doubled!" Reef answered. "Plus, I'm sure said hottie will be appropriately grateful to said surf-instructor…"

"Dude, that's genius!"

Fin scowled. "Chowderhead, there are so many things wrong with that statement, but I'll just stick to two," she said. "One: that other guy Kevin is probably her boyfriend, and he looks like he could chew you up and spit you out…not that that's hard." She smirked. "And Two: Gwen sounds like she's a fan of mine, so if anybody's teaching her and getting taught the Zero-G, it's me!"

"Whatever, betty."

By then, they had reached the beach, and had just passed by the surf-shack, when The Kahuna called out to them. "Hey, dudes and dudette!" he greeted. "Did I just see a couple of new groms hanging with Ben?"

Walking over, Fin smiled. "Nah, Kahuna; those were Ben's pals from back home who came for a visit."

"Oh," The Kahuna said. "Well, you might want to warn them about their funky karma; I kinda got the same wacked-out vibe from them as I got from Ben!"

Fin blinked. "Uh…okay," she said, backing away. "We'll…do that."

"Thanks, dudette!"

Rejoining her two friends, Fin headed towards the beach. "Okay, what was that about?"

Reef shrugged. "Beats me, betty; The Kahuna's brain has probably been out in the sun, too long. He said something like that about Ben to me and Johnny, yesterday; how Ben's aura has monsters in it, or something."

Broseph looked thoughtful. "Like the one that saved my butt, that time?" he asked. "The fishy-thing with the hourglass?"

Fin paused. "Huh?"

Broseph shrugged. "That fish-thing that pulled those sweet moves on the Duke Hanale board; it had a disc on its chest with a big green hourglass on it," he explained. "You know, like the one on Ben's watch."

Fin's eyes went wide. "You saw that?" she asked. "And you never thought to tell us?"

Broseph scratched his head. "I…kinda thought you knew, bra," he said, smiling sheepishly. "I think I saw an hourglass on his board, too."

Fin went pale, as her mind flashed back to the first time she'd seen Ben's board-design – including that weird-looking hourglass on the underside – which sent her thoughts flashing to other moments.

Every time a monster popped up, Ben was missing, and every time one left, he came back…

Every time a monster was mentioned, Ben always pointed out how it had helped someone…

Every time she or someone else asked about his watch, Ben changed the subject…

It couldn't have been a coincidence…but she had to be sure…

Turning around, she looked over her shoulder at Reef and Broseph. "Come on, guys; we've got a little research to do!"

Reef looked at the waves longingly. "But the surf…"

"…will be there, next time!" Fin snapped. "Right now, we have something way more important to do!" 'Oh, man, I can't BELIEVE I just said that…'

As Fin stormed back towards the staff-house, the two guys quickly followed her; heading into the living-room, she quickly switched on her laptop, bringing up the search-engine. Broseph and Reef weren't far behind. "So…what's the plan, bra?" Broseph asked.

Fin's eyes were narrowed. "I'm testing a theory," she said, doing a search of "Bellwood," and "monsters." "If I'm right…bingo!" she exclaimed, as her search pulled up dozens of monster-sightings in Ben's hometown. "Looks like Sunset Beach isn't the only place these things have been popping up!"

Reef looked over her shoulder, his eyes going wide as Fin opened a video of a tiny white humanoid, running into an alley…with a green hourglass on his chest. "Hey! That's the thing I saw on Initiation!"

Fin nodded, her expression growing darker as she saw a video of the massive dinosaur she, Lo, and Emma had seen before, the hourglass-crest on its chest clearly visible. 'All this time, it's been staring me right in the face!'

She felt like the biggest, stupidest kook in existence.

Just then, Emma walked in, back in her pink t-shirt and shorts, her shift over. "Hey, guys!" she greeted, walking over. "What are you…" She happened to look at the screen…and gasped. "O-Oh my gosh! T-That's the moth-thing I saw!"

Fin nodded as she saw the video of the ghostly moth-humanoid. "I figured," she muttered. "This was taken a few months ago…in Bellwood."

Emma blinked. "Hey…isn't that…"

"…Ben's hometown? Yeah," Fin said. "And get this: the last sighting of one of these things was back in mid-to-late June; since then, Bellwood's been monster-free."

Emma's eyes started to widen. "But…that's when Ben started working here…"

"…and the monsters started showing up," Fin growled to herself. "Coincidence? I so don't think so!"

Emma's hands flew to her mouth. "Fin…are you saying…Ben is the shape-shifter?"

"I'm saying it's high time we got some answers!" Fin declared, standing up. "One way or another, Ben knows something about what's been going on in Sunset Beach, and he's had plenty of chances to come clean! It's time he started talking!"

"So you think Ben's this shape-changing monster…and you're just gonna walk up and accuse him?" Reef exclaimed. "Betty, are you NUTS? What if you're right? He could monster-out and rip you to shreds!"

Emma gulped. "B-Ben wouldn't do that!"

Fin took a deep breath. "I don't know, Emma; we obviously don't know Ben, at all!" she said. "I think it's time we fixed that! Come on!" With that, she stormed out of the staff-house, as the others followed her.

Marching towards the hotel, Fin could hear an alarm ringing through the open doors, as patrons started hurrying out. Spotting Johnny, Fin walked over. "Where's Tennyson?"

Seeing her expression, Johnny gulped. "Ben?" he asked. "He's on the first floor…but you can't go in there! There's a..!"

"Don't care!" Fin snapped, as she stormed into the hotel, heading to the first-floor suites, her friends behind her.

Within minutes, she spotted Ben, emerging from around a corner. Seeing them approach, he waved them away. "Guys, you've got to get out of here! Didn't you hear the alarm? There's a bomb-threat!"

Fin's eyes narrowed – an expression she normally reserved for Reef. "Not. Going. ANYWHERE."

Her tone threw Ben, his eyebrow arching. "Fin?" he asked carefully. "Is something up?"

""Something up?" "Something UP?"" Fin snapped. "You know perfectly WELL what's up, Tennyson! It's been "up" since you got here!"

Ben blinked. "What?"

Reef piped up. "Ben? I'd just like it on record that coming here was her idea!" he said, pointing to Fin. "So, if you have to rip somebody to shreds…"

"Whoa, whoa, whoa!" Ben cried. "Guys, I'm not going to rip anybody to shreds!" He paled. "What makes you think I even could?"

"How about the fact that each and every one of these "monsters" have been showing up in your neck of the woods, huh? Forget to mention that?" Fin snapped. "Or how about the fact that they suddenly disappeared and showed up here on the very day you signed up at Surfer's Paradise?"

Horror started to creep across Ben's face. "Fin…"

"Then there's the fact that you're never around when one shows up!" Fin shouted, steamrolling over him. "Plus, each and every one of these things has a green hourglass on it, somewhere…like the one on your board!" Her hand shot out to grab Ben's left wrist – the one with the watch. "And here!" she accused, glancing at that same damning crest. "That's another thing! You never talk about this…watch-thing! Every single time we've asked, you change the subject! Why, Ben? Afraid we might figure out something?"

Ben tried to inch away. "Guys, look…"

"And then yesterday, I found footprints of one of these things!" Fin finished. "Want to know what I found? The footprints changed! They suddenly turned into human footprints! There aren't a bunch of monsters – there's just one! One that can shape-shift!" Her glare turned murderous. "What about it, Ben? If I took a cast of your shoes, would they match the footprints I found?"

Ben went dead-silent.

Smiling sheepishly, Broseph piped up. "Hey, bro, either way, it's all good," he offered. "I mean, anybody – monster or not – that shreds the Hanale Balsam board like that can't be bad…"

Emma looked worried. "She's…she's wrong, right, Ben?" she murmured. "Just…tell Fin she's wrong…"

Ben hung his head.

Emma gulped. "Ben?"

His expression mournful, Ben looked up. "I…I didn't want you guys to find out like this," he whispered.

"So it's true!" Fin shouted. "God, Ben, who are you?" Her eyes narrowed. "What are you?"

Ben was about to answer, but a crackling from inside his jacket stopped him, prompting him to take out a metallic disc – bearing that same hourglass symbol – that expanded into some kind of communicator. "Ben, I've just heard back from Kevin; the DR and second floors check out, so we'll meet you at the third floor!"

"Copy that!" Ben replied, before putting the device away. "Guys, I cannot talk about this now…"

"You'd better!" Fin snapped. "And was that Gwen I just heard on that thing?"

"There is no TIME!" Ben shouted back. "You're all in danger; this whole place could go up, any minute!"

Fin glared at him. "You are not getting out of this, buster…"

"I'm not TRYING to!" Ben exploded. Sighing, he lowered his gaze. "You're right, okay, Fin? Everything you said is true."

That took some of the wind out of Fin's sails. "What?"

Emma's lower lip quivered in terror. "You mean…you're really…how?"

"I can't go into that now, okay?" Ben pleaded. "I was going to tell you guys – I've been trying to figure out how to tell Lo, all morning!" He took a deep breath. "All I'm asking is that you all please just clear out of here; once everything is safe, I'll tell you everything, and you can all yell and curse at me as much as you like. I can live with you all hating me." His expression turned firm. "I can't live, however, with letting you guys get hurt on my watch."

Now Fin was completely deflated. "O…Okay," she murmured. "But what about…"

Ben grimaced. "I'll call Lo, right now," he promised. "I'll tell her everything, I swear."

Calmed, Fin nodded. "We're holding you to that," she replied. With that, she and the others turned, and headed out.

The lobby was empty as the four of them walked into it, heading towards the exit. "Okay," Broseph said, "my mind? Blown, dudes. BLOWN."

Emma nodded nervously. "Yeah."

"So, what was that whole deal with him scaring the crap out of me on Initiation?" Reef asked. "Was he going to eat my brain, or something?"

Fin snorted. "Yeah, like he could find it," she quipped, before she and the others stopped…as they saw about two dozen knights – actual knights, in full metal plate-armour, bearing the crest of a Mobius Strip on the chestplate – walked into view from several side-doors, blocking their view. 'Okay, is today Weirdness Day, and we missed it?' "Nice getup, Lancelot," she said. "Now, you mind moving? We have to go!"

The lead knight ignored her completely, glancing to one of his cohorts. "Are these Tennyson's compatriots?"

Reef frowned. "Hey! Did Tin-Butt just diss us?"

"It means "friends," bro," Broseph explained.

"'Twould seem so," the second knight agreed. "As per Lord Connor's orders, we must take them, immediately."

Emma paled. "Wait, what?" she cried. "W-We're not going anywhere with you!"

The first knight turned his armoured head towards her, drawing some kind of metal billy-club. "You have no say in the matter, wench."

Fin's eyes narrowed. "Okay, Sir Big-Mouth, I don't know who you think you are, but if you don't back off, right now, you're getting my foot to your cast-iron keister!" With that, she stormed towards him…

The knight moved swiftly for someone with so much armour; darting forward, he shoulder-slammed into her, driving her back and knocking the wind out of her, before raising his club as it crackled with electricity…

"Fin, look out!"

FZZZAAAPP!

That terrible crackling noise filled Fin's ears as she was pushed aside. Getting up, her eyes went wide as she saw Reef, lying on the floor, his hair wildly frizzed. "Reef!" she cried. "Reef, are you okay?"

Reef smiled dazedly. "Hey, betty…look at all the pretty colours…"

Glancing up at the knights, Fin saw each of them draw some sort of gun-type weapon. "I trust our point is made?"

Fin just glared at them.

Ignoring her, the lead knight pulled out a communicator. "Lord Connor, we have Tennyson's cohorts; however, there is no sign of the Ridgemount girl." There was a pause. "Aye, Milord; we will erase the security tapes, immediately and rendezvous with you at the rally-point."

As the knight switched off his communicator, Fin felt dread grip her. "So what are you psychos going to do?"

The knights all chuckled. "That, wench," the first one sneered, "depends entirely on your friend Tennyson…"

XXXXXXXX

A few minutes earlier

Lo had just finished changing back into her sundress when she heard the alarm.

Placing her uniform in her locker, she quickly fished out her purse and hurried out of the locker-room, heading for the nearest exit; she was almost there when her phone rang. "Hello?"

"Lo?"

Lo beamed. "Ben! Hi, baby!" she cooed. "Are you as stoked as I am for our date, tonight?"

Ben's smile was audible through the phone. "Oh, yeah," he answered, before his voice drooped. "It's just…there's something I need to tell you, first."

Lo blinked. "Is this what that note was about?"

"Yeah," Ben said. "I'd hoped I'd get to tell you in person, but I think I need to say it now before anyone else tells you…God, I should have told you back on that beach…"

Now Lo was really confused. "Oh-kay…" she murmured, as she happened to look over her shoulder…and her confusion doubled.

There, not ten feet away, was a bunch of guys in knight costumes. "Uh, hello?" she exclaimed. "The Renaissance Fair isn't until fall!"

Ben heard her. "Lo? What was that about?"

Lo sighed. "Oh, nothing, Ben; just a bunch of kooks in stupid knight-costumes."

Ben gasped. "With…infinity-symbols?"

"Hang on." Looking up, Lo saw them coming towards her. "Yeah! How'd you..?"

"Lo, RUN!" Ben shouted. "Get OUT of there, NOW!"

Lo was completely taken aback. "Uh, have a cow much, Ben?" she asked. "It's just a couple of goofball medieval buffs…"

"You don't understand, Lo! Those AREN'T costumes! You have to get out of…"

Lo never got the chance to hear the rest of Ben's warning, as a pair metal-gloved hands pinned her from behind, covering her mouth, causing her to drop her phone. "Mmm! Mmmph!" she screamed, trying to call for help, her voice muffled through the metal. "MMMPH!"

Lo's cries died down as she saw another armoured figure – this one in more ornate, gold-rimmed armour and cape, without a helmet, leaving his face and long dark hair exposed – walk towards her, staring at her dispassionately. "I do apologize for this, child," he said flatly, "but you were in the wrong place, at the wrong time…and with the wrong person."

That last word was spoken with utter contempt. Lo could only murmur in confusion. "Mmm?"

Reaching down, the armoured man picked up her phone, and spoke into it. "Tennyson."

Lo could hear Ben's reply, his voice turned into a surprising snarl. "Connor."

The man – Connor – chuckled darkly. "By now, I trust you realize that the bomb-threat was little more than a ruse," he said. "I also trust you realize that we now have your new cohorts…including your paramour, Ms. Ridgemount."

"So help me, Connor, you lay one finger on her…"

"The Ridgemount girl's fate – and those of your cohorts – lies not in my hands, but in yours, Tennyson," Connor spat. "The terms are simple: in exchange for their lives, you give up your own as punishment for your crime against the Forever Knights." He snorted. "Five lives for one; many would call that a good deal."

Lo's eyes went wide with horror. "Mmmh, MMMPH!"

"Where?" Ben asked.

Connor typed something into Lo's phone. "I'm sending you the location, now," he said. "Come alone. No police; no Plumbers; nothing. Violate those terms, and their lives are forfeit…beginning with the Ridgemount girl."

As the knight holding her moved his hand from her mouth, Lo cried out, "Ben, NO! Don't listen to…MMMPH!" Her cry was cut off as the knight clamped a damp cloth over her mouth and nose, forcing her to take a breath.

Instantly, Lo's vision began to cloud, her hearing turning muffled. Slowly, her eyes began to close…

Ben's voice was the last thing she heard.

"Deal."

XXXXXXXX

As the entire hotel population – both staff and guests – poured out of the hotel, lining up to take roll-call, as per hotel rules in the wake of a bomb-scare, Johnny felt his unease rise as he looked around for the junior staff – he'd seen Reef, Fin, Broseph, and Emma go in, but they hadn't come out, and Lo still wasn't back from her shift. Something was wrong…

"Johnny, where is my junior staff?"

Turning, Johnny smiled nervously as Bummer marched over. "S-Sir!" Johnny stammered. "Uh, well…you see…"

"Andrew?"

Hearing Mr. Ridgemount's voice, Bummer put on his best smile, turning around to face the hotel owner, along with his wife. "All guests reporting in, sir!" he declared. "All senior staff members are present and accounted for!"

James arched an eyebrow. "What about the junior staff?"

Gloria nodded, stricken. "Where's Lo?"

Bummer's smile became strained. "Uh…well, you see…I haven't found them, yet…"

"What?" Gloria cried. "What do you mean, you haven't found them? Where's my baby?"

Bummer chuckled anxiously. "Mrs. Ridgemount, you didn't let me finish!" he said quickly. "I haven't found them yet, so I was going to ask Jonathan; he was the last one to see them!"

Johnny sighed. 'Gee, thanks, boss.'

Turning towards him, James frowned. "Well, Jonathan? Where are they?"

Johnny gulped. "Uh…the thing is…"

"They're fine."

Startled, Johnny turned to see Ben walk up, a forced smile on his face. "Mr. R., sir, I'm afraid we've all been the victim of a bad practical joke; as the junior staff and I were evacuating, we overheard someone laughing about how they'd fooled the hotel into thinking there was a real bomb, but they ran off before we could catch them. Seeing as how the threat was a fake, the others decided to head to the beach for a surf-sesh; they saddled me with telling all of you about what happened. They're all fine."

Johnny blinked. 'Huh?'

Bummer frowned. "We have protocols about this kind of thing, Tennyson..!"

"Andrew," James interrupted. "Well, Ben, I can't say I'm thrilled to hear about this, but I am glad to hear everyone is safe."

Ben's smile was nervous. "So am I, sir."

Gloria calmed, somewhat. "Who would do something like this?"

James' frown came back. "Some rotten punk with a sick sense of humour, honey," he said. "What I wouldn't give to get my hands on them…"

Ben's eyes narrowed. "Oh, don't worry about that, sir," he said. "I'm pretty sure that whoever did this is going to get what's coming to them. Count on it." He managed another smile. "Can we go?"

"Sure, sure," James said. "Andrew, even if this is a dud, we need to make sure; I want a full investigation, and no-one goes inside until it's clear!"

"Yes, sir!" With that, Bummer hurried off, while Mr. and Mrs. R. walked towards the hotel patrons, to reassure them.

As Ben walked away, Johnny followed him to the parking-lot, where Gwen and Kevin were waiting by a green muscle-car with a black racing-stripe. Kevin arched an eyebrow. "So, they buy it?"

Ben sighed. "Yeah," he replied. "I really hate lying to them like this, but there weren't any other options; Mrs. R. would freak out, and Mr. R. might call the police…"

"You made the right call, Ben," Gwen said. "Now, all we have to do is rescue them."

"Okay, what is going on?" Johnny cried. "What are you all talking about?"

Kevin frowned. "Keep it down, Captain Blabbermouth."

"Kevin." Ben turned to Johnny. "That bomb-threat was a dud, Johnny…but we do know who did it."

Gwen nodded. "It was a group called the Forever Knights; they're some of the people I told you about who want to hurt Ben. They used the bomb-scare as a distraction so they could kidnap Lo and the others."

Ben grimaced. "Connor – their leader – said I either offer up my life, or they lose theirs."

That did not make Johnny feel better. "WHAT?" he cried. "W-We've got to call the police!"

"You do that, and they're all dead," Kevin said. "Right now, you need to stay put and keep everyone from figuring out what's really going on."

Johnny was still freaked. "And what are you going to do?"

Ben's eyes narrowed. "Exactly what I've been doing since I got here; what my friends and I have always done," he said. "Kick bad-guy butt." Taking out his phone, he sent Johnny a quick text. "Have The Kahuna meet us at these coordinates with the Whale-Bus in an hour; if we're not there in a half-hour, head for home."

Johnny felt numb. "You're…you're actually going after these psychos?"

Ben smiled wearily. "It's what we do."

With that, the three of them piled into the car, and drove off, leaving a bewildered Johnny behind with his thoughts.

'Oh, man…I'm not getting PAID enough for this…'

XXXXXXXX

Sunset Beach Industrial Sector

By the time Ben, Gwen, and Kevin had reached the old warehouse where the Forever Knights were holed up, the sun had already started to set. Parking the car behind a hill overlooking the warehouse, the three of them peered over the hill, looking down at the Knights' stronghold. "Okay, I count three on guard outside," Kevin said. "How do you wanna run this, Ben?"

Ben's expression was thoughtful. "We have to do it carefully," he said. "Right now, you two are the only advantage we have – the Knights know I'm here, but they don't know you guys are. The second we go on the offensive, we lose that edge."

Gwen nodded. "And Connor could hurt the hostages."

"Exactly." Ben turned to his cousin. "Gwen, what's the layout on this place?"

Taking out her Plumber's badge, Gwen opened it, bringing up a holo-layout of the warehouse. "Okay, I see two fire-exits on the sides; they lead to the upper-levels, which open up to overlook the main storage-area."

"That's gotta be where Connor is," Kevin observed. "If he's gonna execute somebody, he's gonna want to do it in the open, where everyone and his uncle can watch."

Gwen stared at him. "And you know this how?"

"What? You think Vulkanus was the only guy that wanted my hide on a platter?"

"Guys," Ben said. "Here's what we'll do; you two each take a fire-escape and sneak over the holding-area…"

Gwen interrupted. "Ben, those'll likely be guarded."

"Not once I go in," Ben said. "I'm gonna do the one thing Connor'll never see coming." He grinned. "I'm gonna surrender."

Gwen paled. "What?"

Kevin groaned. "And he's lost it."

Ben rolled his eyes. "Hear me out, okay?" he asked. "I'll surrender, but I'll do it my way, and make sure every pair of eyes is on me, letting you two sneak in!"

"And let every single trigger-happy Forever Knight point his weapon at you?" Gwen cried. "Do I even have to say how dumb an idea that is?"

"You know of any other way to get eyes off the entrances?" Ben asked. "I won't be in any immediate danger, Gwen; like Kevin said, Connor likely wants to off me himself, so he's not gonna let anyone else do it."

Gwen looked stricken. "Okay," she agreed, "but don't you dare do anything stupid until we're in position!"

Ben grinned. "Hey, it's me!"

Kevin snorted. "That's what she's afraid of."

Ben sobered. "I'll be okay, guys; my friends' and girlfriend's lives are on the line," he promised, his expression hardening. "I got them into this; I'll get them out." With that, he stood up, and started walking towards the warehouse.

As he approached the main entrance to the warehouse, the Knights on guard instantly moved to intercept them, brandishing their plasma-lances. "Stop right there!" one shouted. "Hands where we can see them!"

Ben stayed cool, glowering at the Knights dispassionately. "Chill out, Galahad; your lord is expecting me."

The first Knight moved to grab him. "You will come with us, immediately!"

Quickly, Ben moved his right hand, as if to slam it down on the Omnitrix. "Buster, I can change myself into a five-ton-plus dinosaur, and I am in a nasty mood; does that sound like a combination you want to mess with?" he asked, causing the Knights to freeze. "I'll find my own way in."

The second piped up. "We can't just let you wander around our stronghold!"

"Then don't," Ben said with a shrug. "Keep as many eyes on me as you want, but I'm walking in on my own; anybody who has a problem with that can talk to Humongousaur."

The first Knight bit down on a curse, before taking out his communicator. "Patrol One to all personnel; converge on main entrance! Tennyson is coming in!"

Ben chuckled dryly. "Smart move," he said. "Well, I guess I'd better not keep Connor waiting." With that, he strolled inside, followed by the guards, as dozens more Knights began to join them, keeping their eyes on him…and giving Gwen and Kevin the opening they needed…

XXXXXXXX

"Lo? Lo, can you hear us?"

When Lo came to, the first thing she noticed was her splitting headache. "Ugh…" she groaned, sitting up from the cold floor. 'God, this feels even worse than when I woke up after the party…'

Looking around, Lo found that she was in what looked like an old warehouse – specifically, she, Emma, Fin, Reef, and Broseph were in the back garage of said warehouse, situated in the very back of the main storage-area. "What…what's going on?" she murmured…before she remembered encountering those weird knights. "O-Oh my God! W-We've been kidnapped!"

Fin sighed. "No kidding," she said flatly.

Spotting the open garage door, Lo brightened. "Guys, they left the door open! We can run for it!"

Reef grimaced. "Kinda tried that already, bra," he said, as he reached down, picking up an old soda-can, and then threw it towards the garage-door…where it spanged against a wall of invisible force. "Running into that thing is not fun," he added, pointing to a small burn-mark on his forehead.

"Yeah; apparently these guys are more than just sci-fi/fantasy buffs," Fin agreed. Her expression turned regretful as she looked to Reef. "You…you didn't have to push me out of the way."

Reef gulped, scratching his head. "It was that or watch you get fried, betty."

Fin folded her arms. "Interesting response from someone who told Ben to rip me to shreds."

Reef chuckled nervously. "Well, yeah, okay, but I didn't think he'd actually do it," he replied. "That knight guy was going to."

Fin looked away, her face a little rosy. "Oh."

Emma still looked freaked by the whole ordeal. "W-What do these guys want?"

It was then that Lo remembered Ben's phone-chat with that "Connor." "B-Ben," she murmured. "T-These psychos want to…to kill him! They're making him come here! They're going t-to kill him in exchange for us!"

Broseph gulped. "Whoa…heavy…"

Fin looked guilty.

Lo kept going. "This doesn't make any sense? Why would these creeps go after Ben?"

"A very good question."

Freezing, Lo turned towards the force-field, in time to see Connor, flanked by two knights sporting high-tech rifles, walked up to them, smirking. "Tennyson hasn't told any of you anything, has he?"

Lo frowned, forcing down her earlier terror, as she relied on an old tactic of hers: when getting talked down at, go bitchy. "Who are you?" she snapped. "Do you have any idea who you just…"

"Lauren Joanna Ridgemount, born August 7, 1994," Connor stated flatly, as if reading from a file. "We know precisely who you are, Ms. Ridgemount – who all of you are. We also know who you have been associating with." He chuckled darkly. "Something you do not know, it seems."

Lo froze. "W-What's that supposed to mean?"

Connor looked her in the eye. "Tell me, girl: did it never strike you as odd that your paramour was never in the vicinity of any of the strange creatures you've encountered, this past month?"

Lo blinked, confused; Ben hadn't ever been around when a monster showed up. "Wha…What does that have to do with anything?"

Connor kept going. "Did you not wonder about that strange watch upon his wrist? Surely you must have noticed."

"So he has a tacky watch! Big deal!" Lo shouted. "Ben's not on trial, here, you sicko!"

Connor scowled. "Oh, I beg to differ, child," he snapped. "That wretch has a great deal to answer for."

"So you're going to…to kill him?" Lo cried. "Ben's never done anything to you!"

At that both Connor and his two cohorts burst out laughing. "Oh, you poor, deluded child!" Connor sneered. "If you only knew what Ben Tennyson was really capable of!" Suddenly, his communicator flickered on, prompting him to check it. "But perhaps you should hear it from him." Flicking a switch on it, Connor spoke into his communicator. "Let him in."

The instant Connor spoke, the main entrance to the loading-area opened, allowing dozens of knights, all bearing high-tech weapons, to pour into the room, all circling around something as they inched forward in a circle-formation…or rather, someone.

Ben.

Lo's mouth dropped open, her eyes going wide as she saw her boyfriend in the center of that ring of steel, surrounded by armed goons on all sides, and yet walking ahead as if nothing was wrong, ignoring them completely. Ben's expression was firm, but it softened as his eyes met hers.

Lo knew her friends had to be as incredulous as she was, her mind trying to process what was happening. 'This doesn't make any sense! It's as if these guys are afraid of…'

Ben's gaze suddenly snapped to the side, as he glowered at the knights, moving his left hand – bearing his watch – in front of him, and then raising his right hand as if to slam down on it.

Instantly, every single knight moved back five steps, keeping well away from him.

Lo was dead silent; her theory was right.

They were afraid of him.

Lowering his hand, Ben glared at Connor. "I see you've gotten some new recruits, Connor," he spat. "They're skittish."

Connor glared back. "One works with what one has," he retorted. "I suppose we have you to thank for that."

Looking past Connor, Ben looked worried as he met his friends' gazes. "You guys okay?"

"Uh…yeah, we're fine," Fin murmured. "As much as we can be, at least."

Putting aside her confusion, Lo cried out, "Ben, you have to get out of here! These psychos are going to…"

"I know, Lauren," Ben answered. "Trust me: I'm going to get you out of this." He turned back to Connor. "Alright Connor, I'm here. Let them go."

Connor chuckled. "I think not, Tennyson; Ms. Ridgemount was rather confused as to why we had to bring you here," he sneered. "You haven't told her anything, have you?"

Ben looked away. "No."

Lo froze, her eyes wide. "B-Ben?"

"I must say I am surprised!" Connor mocked. "Surely the great "Ben 10" is not ashamed of his deeds!"

Emma arched an eyebrow. ""Ben 10?""

Lo's confusion only doubled. "Ben, what is he talking about?"

Ben stayed silent as Connor kept going. "Surely a "hero" as yourself is not ashamed of his "victory" against the Forever Knights? How he stole our sacred duty from us, betraying all of mankind…"

"Oh, get over yourselves!" Ben shouted, cutting him off. "Seriously, Connor – your whole "nobility" act is getting old! If you guys are going to do this, then stop pretending and admit what the Forever Knights really are: just another bunch of tarted-up, xenophobic, terrorist pricks!"

Reef gulped. "Uh, dude? Why are you pissing off the guys with guns?"

Broseph nodded nervously. "Yeah, bro; it never ends well."

Connor's furious expression only supported that idea; taking out a small remote-control, he tapped a button on it, lowering the force-field as five Knights took aim at them with their weapons. "Tennyson, you have all but signed their death-warrants..!"

"Wait!" Ben cried. "You came here to off me, remember? They're not part of this!" His eyes narrowed. "You want my neck, right? Then they walk!"

Connor tapped the button again, raising the field, before drawing his immense broadsword, the blade crackling with electricity as it cleared the sheath. "Then come and meet your fate, whelp."

Lo was reeling. "Ben, NO!"

Ben didn't move. "What assurance do I have you'll keep your word?"

"None, save my word that they will perish if you do not obey."

His eyes closing, Ben started to walk towards him. Fin was near tears. "States, are you crazy? Get out of here! Call the police!"

Emma wasn't far behind. "Run, Ben! Don't let these sickos…"

"Guys." Ben's voice was soothing. "It's gonna be okay."

By then, he was just steps away from Connor, well within striking-distance of that terrible blade. Connor's voice was even sharper. "Kneel."

As Ben dropped to one knee, Lo felt something inside her start wrenching itself in two. Tears fell from her eyes. "B-Ben, no…"

Ben just lowered his head, awaiting the fatal blow. Hefting his sword, Connor lifted it high into the air. "Let the justice of the Forever Knights be done!" he shouted. "So say I!"

The Knights echoed him. "So say we all!" With that, Connor brought the blade down…

"NOW!"

Ben's voice echoed through the chaos as Connor started his downward slice; instantly, a beam of deep magenta energy lanced out of the darkness from above, encircling the deadly blade and stopping it millimetres from Ben's neck. At that very same instant, a second beam propelled a young man – resembling the one Lo had seen with Ben, today, except he seemed to be made of metal – directly into Connor, smashing into him like a cannonball and knocking him flat on his rear, before a red-haired young woman – Ben's cousin, Lo surmised – dropped down from the shadows, stopping her descent with two more energy-beams…coming from her fists. Her eyes taking on that same eerie glow, the girl unleashed a sweeping energy-wave, driving back all the knights that had been about to converge on them.

Irate, Connor struggled to his feet. "TREACHERY!"

Ben smirked. "You said no Plumbers or police, Connor; you never said anything about them!"

The girl's eyes glowed brighter. "You mess with Ben, you mess with us!"

The metal man cracked his knuckles. "And you mess with us, you're just really freakin' stupid," he snarked. "So, Lancelot, you gonna let them go, or do we have to kick your tin-plated butts?"

Connor's gaze was murderous. "This changes nothing, two-faced whelp! The Forever Knights shall be avenged, this day!"

Ben glared back. "It's always the hard way with you creeps, isn't it?" he snapped. "Kevin: keep these chumps off my back! Gwen: be ready for a Slingshot Maneuver!"

Kevin grinned. "All right! I love that one!" With that, Ben darted straight at Connor, while Kevin dashed after him. Two Knights moved to intercept Ben, but Kevin picked up the pace, slamming a metal foot into his chest with a flying kick, before grabbing him and tossing him into the other, clearing Ben's pace.

With a roar of anger, Connor, swung his blade at Ben, but Ben just ducked right under it, launching himself forward to tackle into Connor. As the Knights' leader stumbled back, Ben used his knee as a stepping-stone, leaping off the ground to slam his chin with a flip-kick, landing on his feet as Connor fell on his ass. "Gwen, do it now!"

Repulsing five Knights with a wall of mauve force, Gwen saw ten Knights charging her cousin from behind, and quickly gestured; instantly two energy-spheres appeared to Ben's sides, extending beams that quickly enveloped him and stretched back, before sling-shooting him into the air. Soaring over the charging Knights, Ben executed a perfect mid-air flip, landing behind them, right next to the force-field holding his friends. Getting back on his feet, Connor glowered at Ben. "Making your stand against us does nothing to aid your cohorts, Tennyson! You cannot disengage that field without a control-unit…"

Ben grinned. "Lucky I've got fast hands, then!" he chortled, taking out the remote he'd lifted from Connor when he'd tackled him. "Look what I got!" His eyes wide, Connor checked the folds of his cloak, and found his remote gone. Pointing it at the field, Ben pressed the button, dropping the barrier. "Okay, guys; be ready to run when I give the signal. Do NOT move until I say so!"

The five others were all in shock now, not just Lo. "Dude…what the hell?" Reef cried.

"Yeah, man!" Broseph agreed. "Since when are you all…action-hero, bro?"

"Explanations later!" Ben declared. "Right now, we're getting you all out of here!"

Emma grimaced. "Ben, we are way outnumbered, here! We'll never get past them!"

Ben's eyes narrowed as he glanced at the Knights. "Trust me, Em; they're going to be way too busy with me to bother you."

Fin cringed. "States, you're just one guy…"

Ben held up his left hand – the one with his watch. "No, Fin; I'm not." His expression saddening, Ben met Lo's gaze. "Lo…I'm so sorry I didn't tell you before. I wanted to; God, I tried to, before…"

Lo had been silent until then, not trusting her voice. "T-Tell me what?"

Ben closed his eyes. "This." With that, he depressed the two dials on each side of the watch.

Instantly, the watch's dial popped up, raising itself out of the frame, revealing glowing, green-black circuitry beneath it, as a bright green light shone up from the watch's face…which became a holographic image.

The image of the red fish-monster she'd seen on her first day.

Lo's eyes went wide. "B-Ben, that's the..!"

"The thing you saw. I know." As Ben twisted the dial, the image flickered out, to be replaced by that of a tiny, smooth-skinned humanoid…then some kind of moth-thing…then the crab-creature…and then the massive dinosaur she, Fin, and Emma had seen. As Ben stopped twisting the dial, the image suddenly flickered again, changing into that of a tall, very strongly-built humanoid creature…with four eyes, and an equal number of arms. Seeing it, Ben smiled wearily. "Well, now's as good a time as any!" he declared, as he raised his right arm over the watch. "I'M GOIN' HERO!"

And he slammed his hand down.

The very second the watch's dial contacted the frame, it started to spin, generating a brilliant green light as it cycled, causing Lo's face to go pale as she watched, transfixed like her friends were. The emerald luminosity spread out from Ben's arm, engulfing his entire body in a huge green sphere of light; Lo could see the shadowed silhouette of her boyfriend within the sphere, arching back as his fists clenched, before doubling over…as he started to change.

For a very long split-second, Ben's skeleton became outlined in the light; instantly, they began to grow, becoming larger, denser, stronger, pushing him up to over twelve feet tall. As his arms spread wide, they suddenly split, becoming four arms, while his fingers fused together, becoming only two digits, plus a thumb on each hand. His skull was illuminated by the light, showing his two eye-sockets…which suddenly became four.

The changes to his skeleton seemingly done, Ben's body began to re-grow muscle, causing his entire physique to bulk up enough to make the WWE's wrestlers green with envy; his massive legs now rippled with muscle, while his arms – his four arms – each sported biceps the size of cooking hams, with forearms that Popeye would have been proud to call his own, connected to an enormous torso by twenty-inch-thick deltoids. While his muscles regenerated, Ben's hair sunk back into his scalp, his skin turning blood-red…

…and when the light finally dimmed, in Ben's place now stood an enormous, crimson-skinned, four-armed humanoid, with four golden-amber eyes, clad in tight black muscle-pants, and a green-black t-shirt, with the watch's green hourglass-crest on the chest, his hands covered by black fingerless gloves, with a black stripe down the back of his bald head. "FOURARMS!"

The new Ben's roar shook Lo out of her shock enough to react. "W-W-W-W-Wha..?"

Reef paled. "Oh, man…oh, man…the betty was right…"

Seeing Ben's change, the guy – Kevin – grinned. "Hey, nice to see one of the classics!"

The girl – Gwen – nodded, as she blasted two more Knights, before quickly raising a barrier to repel more incoming shots. "Yes, Ben, it's nice you got Fourarms back…so will you please help us?"

Ben – or "Fourarms" – grinned savagely as he flexed all four of his hands, his voice now chesty, and resonant. "Music to my ears, Gwen!" As one knight came at him, Fourarms knocked him straight up with an uppercut from his lower left arm, and followed with an upper-right-cross that echoed with a resounding crack, sending him flying across the room, to crash into two more, knocking all three of them out. Ducking under the airborne knight, Connor came at him, blade drawn, unleashing a downward slash, but Fourarms caught it easily with his top arms, countering by double-punching his lower fists into Connor's stomach. Connor doubled over, clutching his gut, at which point Fourarms clocked him with a left jab to the face, followed by a low-right uppercut, a low-left body-blow, and then finished with a savage headbutt. "Gwen! Shield Kevin!" Fourarms, ordered, pulling all four arms back. Instantly understanding, Gwen formed a shield-bubble around herself and Kevin, hunkering down under it.

Watching Connor stagger to his feet, Fourarms' eyes narrowed. "Hope yer medical insurance is paid up, pal," he snarled, "'cause this is for kidnapping my girl!" And with that, he slammed all four hands together.

Fourarms' clap let loose a massive shockwave, literally rippling the air as it surged through the Forever Knights, blowing them away like leaves in the wind, slamming them against the wall as it caused Gwen's barrier to tremble, until it finally died away, letting the mayhem settle in its wake. Grinning, Fourarms tapped the dial on his chest; the green light flashed again, depositing a normal-looking Ben back in Fourarms' place. "Oh, yeah! Just like riding a bike!"

Dropping her shield, Gwen sighed. "Did you have to do that?"

Ben blinked. "He was going to hurt Lo and the others…"

Coughing, Connor got to his feet, starting to walk away as he drew his communicator. "Mobilize…the reserve-troops!" he ordered. "Have them storm the premises, and ready my war-armour!"

As Connor fled, Kevin arched an eyebrow. "Did he say reserve troops?"

Gwen flinched. "He said reserve troops!" she exclaimed. "Ben, we have to go, now!"

Ben nodded. "You two take point, and thin them out; I'll hang back and cover the others!" As his two teammates hurried ahead, Ben turned to the five of them. "Guys, we gotta go! Follow me!"

The five of them just stared.

Ben groaned. "Guys, it's me! Come on!"

Fin took a deep breath. "Hey, it can't be worse than sticking around with these armoured nuts!" With that, she hurried out.

Reef nodded, quickly following her. "I'm with Fin on this one!" Neither Emma nor Broseph argued, as they too hurried out.

Only a still-shocked Lo remained, staring wide-eyed at Ben, trying to process what had happened, until Ben's shout shook her out of it. "Lo, we have to go, now!" Stricken, Lo hurried out of their former holding-cell, following Ben and their friends out of the warehouse.

As Ben led them through a corridor, he waved them back as a hailstorm of laser-fire blistered from around a corner, seconds before Gwen stepped back, a barrier raised to repel the shots. "Connor's reserve-troops just got here!" she warned. "We could use a little help!"

Ben popped up the watch's dial. "On it!" he declared, slamming it down. The green light flared again, and Lo saw her breath turn to mist as Ben morphed into a robe-clad, blue-black bug-creature…whose robe opened into a pair of moth-wings. "Big…Chill!"

Emma's hands flew to her mouth, suppressing a gasp.

Leaping into the air, the new Ben – Big Chill – flew over Gwen's barrier, gliding towards the six Knights opening fire at them; seeing him approach, the Knights turned their shots skyward, but Big Chill folded his wings back around himself, turning a glowing, translucent blue, causing the shots to pass through him, harmlessly. Big Chill kept going, flying through their defensive fire…and dove into the ground, passing into it, leaving a patch of ice in his wake. Confused, the Knights looked down, trying to find their target…and never saw Big Chill rise out of the ground behind them. Breathing out a cloud of frigid fog, Big Chill opened his wings and flapped, blowing it over the Knights, causing their armour to instantly ice over. Four of the six dropped instantly, shivering, but two stayed up, trying to attack him through their tremors; as the first came at him, Big Chill phased himself, letting the Knight pass through, chilled down to the bone, before turning solid to block the punch of the second and finish him with an uppercut, leaving an icy fist-print on his chin as he fell.

With the Knights taken care of, Big Chill tapped the dial on his chest, turning back to Ben, once more. "Where's Kevin?"

Gwen dropped her barrier. "He'd gone ahead when the reinforcements hit; we need to get to him, fast!" Ben just nodded, as he and his cousin sprinted ahead, forcing the others to hurry along after them.

Minutes after leaving one group of Knights behind, they were stopped by the laser-fire of an even larger group – they had just sighted the exit, only to see an airborne Knight, propelled by Kevin's punch, fly through the doors and hit the wall, revealing Kevin just outside the exit, pummelling one Knight after another, while dozens upon dozens more peppered him with laser-fire, nicking fragments out of his metal skin, revealing human flesh underneath. Decking one with a haymaker, Kevin glanced over his shoulder and saw them, before slamming another with an uppercut, and then booting him into two more. "Any time now, guys!"

Raising a shield with one hand, Gwen fired energy-beams into the attacking Knights, blasting five and sending them flying, before massing her beam and sweeping it across the field, knocking over ten more…but more kept coming. "Guys, this isn't working! We need to hit them all at once, or we'll never get out of here!"

Looking around, Ben spotted an old wrench lying by the wall, and got an idea. "Kevin! Pull back here for a minute!" he shouted, before popping up the watch's dial and slamming it down; instantly, he morphed into a tiny, white-skinned humanoid…which instantly made two copies of itself. "Echo-Echo!"

Reef gulped at the sight of Ben's new form.

Drop-kicking two more Knights, Kevin pulled back into the entrance. "What's the plan, Ben?"

Quickly, two of the creatures grabbed hold of Kevin's shins, facing outward, while the third hopped onto his head. "Fin! See – that – wrench?" he asked, his voice a stilted monotone. "Take it – and – whack – Kevin – on – the back!"

Kevin's eyes widened. "That's your plan? Play "Whack-a-Levin"?"

Gwen rolled her eyes. "Echo-Echo amplifies waves, remember?" she groaned. "You're a tuning-fork!"

"Oh, yeah. I knew that."

Picking up the wrench, Fin gulped. "You know this is nothing personal, right?"

"Yeah, whatever; just plug your ears." With that, Fin pulled back, and slammed the wrench across Kevin's metal back.

GOOOOONNGG!

Kevin's entire body resonated like a church-bell, vibrating in his chest and then spreading out through his whole frame…and into the three Echoes, who puffed up, inhaling deeply…and unleashed a trio of deadly, ultra-high-intensity sonic screams. Even with her ears covered, Lo cringed – even one scream would have been enough to shake all of George's fillings clean out of his teeth – as she watched the waves of sonic force blast out from the warehouse, blowing through the Knights and toppling them like dominoes.

As Echo-Echo's screams died away, he hopped off of Kevin, reabsorbing his duplicates and tapping his dial, becoming Ben, once more. Glancing at the state of the entrance, damaged by his sonic attack, he paled. "That entrance isn't going to hold, much longer! We need to clear out!" he declared. "Gwen, hold the ceiling up as long as you can! Kevin, get everyone to the evac-site!"

Nodding, Gwen darted outside, projecting a barrier directly under the weakening ceiling, holding it up. Kevin was the next one out, motioning for the others to follow; Reef, Fin, Emma, and Broseph eagerly followed, racing across the warehouse field, out towards their rendezvous point, but Lo stayed firmly put, frozen to the spot. Seeing her wide-eyed stare, Ben grimaced. "Lo, we have to go..!"

Her shock finally wearing off, Lo felt hysteria grab hold of her with a vengeance. "H-How did you do that?" she wailed. "You…you just…just changed! One second you were you, and then you were…something else! H-How did you..?"

BOOOOOM!

Lo's frantic cry turned to a horrified scream as a massive laser-blast impacted the entrance from the outside, breaking Gwen's support-field and causing rubble to cave in, blocking their path as it caught on fire. Gwen tried to clear it, but she was forced to raise another barrier as another blast smashed into it, almost shattering it. "Ben, these guys must have artillery, or something! I can't track it and dig you out at the same time!"

Ben called back through the rubble. "Gwen, get out of here!" he shouted. "There's a side-entrance, just a few feet east, so we'll be okay! Get to the evac-site; we'll meet you there!"

Stricken, Gwen nodded reluctantly. "Be careful!" Focusing her shields around herself, she raced off.

Lo had already started hyperventilating. "Oh God…oh God…this isn't happening, this isn't happening…"

"Lo, calm down!" Ben said. "I told you; I'm getting you out of this!"

Lo was too busy freaking out to listen. "W-We're gonna DIE!"

"Lauren, listen to me!" Taking her by the shoulders, Ben looked her in the eyes. "I am not going to let anything happen to you, but I need you to stay calm, okay?" Terrified, Lo could only nod. "Good! Now, we need to get moving!" With that, Ben took her by the hand, and hurried off, leading her away from the growing flames.

By the time they reached the side-exit, most of the warehouse had caught on fire. Racing down the fire-escape, they sprinted across the warehouse's loading-yard, making for the open gate. "See? We're almost there!" Ben declared. "Just a few more…" He paused, his eyes going wide as a whistling noise filled the air. "Lo, GET DOWN!"

Darting towards her, Ben pushed Lo out of the way seconds before another laser-blast exploded millimetres from their earlier positions; the closest one to the blast, Ben was hit hardest, the shockwave sending him flying across the yard, landing hard, holding his side. Lo only got clipped, and went tumbling to the ground, landing on her rear. Sitting up, Lo felt tears of pure fear leak from her eyes, as she stayed right where she was, unable to even move.

Groaning, Ben struggled to his feet, as he saw a familiar figure walk out of the flames: Connor, clad in a high-tech version of his earlier armour, with a black visor across his helmet's face, a glowing energy-shield on his left forearm, and a large plasma-cannon attached to his right shoulder. "Never in my wildest dreams did I think I would ever need this, Tennyson; consider yourself honoured," Connor sneered, pulling the cannon down and lining up a shot.

As the plasma-blast roared out of the cannon, Ben was barely able to roll clear of it, only to be sent airborne by the blast-wave. Coughing, he got up again, wiping a trickle of red from his lip. "What, I'm supposed to be grateful for you trying to kick my ass?"

Connor had already closed on him, slamming his plate-armoured foot into Ben's stomach. "I care not how you die, treacherous whelp; merely that you DIE!" He then punctuated the sentence with a backhand; reacting fast, Ben blocked it, wincing as his arms connected with the plate-mail, before trying to reverse the attack, but Connor was one step ahead, kneeing him in the stomach and headbutting him away, knocking him back on his butt. Ben tried to get up, but Connor closed on him again, pressing his foot painfully into Ben's wrist.

His left wrist.

Scowling, Connor reached for his cannon. "That Omnitrix will not avail you now, Tennyson," he sneered. "Honour will be satisfied!" With that, he started to power the cannon…

Looking back, Lo still didn't remember how it happened.

One minute, she'd been sitting on the asphalt, crying and freaking out about how she was going to die…and the next, she'd grabbed a piece of metal pipe she'd seen nearby, racing towards Connor.

CLANG!

The sound of metal striking metal shook Lo back to her senses; blinking, she found herself standing behind Connor…holding the pipe that had just clanged harmlessly against his armour. 'Oh my GOD…what did I just DO?'

Turning around, utterly unhurt, Connor fixed her with a deadly glare, not even remotely amused. "That, my very foolish girl, was a fatal mistake," he ground out. He took hold of his cannon, aiming it towards her…

"NO!"

Ben's roar startled Connor as he pushed himself up just enough to break free of Connor's foot, sending him stumbling away as Ben stood up, popping up the dial of his watch, once more. "You aren't laying one finger on her!" he snarled, as he slammed the dial back down.

Instantly, the green energy took hold of Ben once more, engulfing and transforming him; his entire body began to puff up like a balloon, his head sinking into his torso, which grew wider as his arms swelled to thicker proportions, his fingers stiffening into claws. His back grew thick, armour-like plates, starting at his spine and spreading, across his shoulders and down his back and legs, while oval-shaped plates dotted his arms, covering his now pasty-white, spongy flesh…

…and when the light faded, a new being stood in his place, slightly taller, and somewhat pudgy, with short arms, clawed hands, and short legs ending in elephant-like feet, its back covered with orange-yellow armour-like plates, its underlying skin pure white, with its eyes and mouth in the middle of its torso. "CANNONBOLT!"

Snarling with fury, Connor started to aim his cannon at the new Ben – Cannonbolt – who simply curled in on himself, turning into a massive yellow-orange ball, which shrugged off Connor's shots like nothing, before it started to spin, peeling out and racing away. Accelerating to alarming speed, Cannonbolt impacted a nearby industrial loader and bounced off, ricocheting right back at Connor, bowling him over and sending him flying. Zooming right past Lo, Cannonbolt bounced off a truck, and darted right back at Connor, sending him sprawling once more and knocking off pieces of his armour. Angling to the side, Cannonbolt rolled into a turn along the warehouse wall, peeling straight at Connor and plowing over him again, knocking off most of his armour. Spinning in reverse, Cannonbolt stopped, and rolled back, before doing a brief hop, to land squarely on Connor's back, knocking the wind out of him, and then hopping off, unrolling in mid-air.

All the while, Lo held her hands over her ears, tears leaking from her eyes, cringing as she saw the flames spreading…

Seeing the fire spread, Cannonbolt knew he had to get Lo out fast…but not before he made one thing clear. Glaring down at the dazed Forever Knight, he grabbed Connor by the collar, and lifted him up to his eye-level. "Here's how it's going to work, Connor! I can't turn you in to the Plumbers, right now, so you're going to go back to Forever King Patrick, or whoever the hell it is running your country-club, right now, and you're gonna give him this message!"

His eyes narrowed. "Sunset Island is off LIMITS!" he thundered. "If I spot you near any of my friends – if I hear tell of even a medieval festival – if I so much as see an infinity symbol where I shouldn't see one – then you're Wile E. Coyote and I'm an ACME-Brand anvil: I will drop out of the sky and land on your head! GOT that?"

Connor just scowled, but he nodded.

With that, Cannonbolt dropped him. "Good!" Turning towards Lo, he scampered towards her as fast as his stumpy legs could move; as Cannonbolt reached her, Lo felt his arms encircle her waist, before she felt herself get encased in white matter, with the same consistency as campfire-marshmallows.

Rolling himself around Lo, Cannonbolt peeled out, racing through the flames and knocking down the fence, leaving the warehouse far behind as he rolled towards the rendezvous-point, coming to a stop in front of Gwen, Kevin, and the others, before unrolling, and letting a dizzy Lo get back on her feet.

Seconds after Cannonbolt arrived, an explosion echoed from the warehouse, drawing everyone's attention towards it. Reef's eyes were wide. "Whoa…"

Cannonbolt chuckled. "Yeah; that's how I roll."

Gwen and Kevin both groaned. "Ben, tell me you didn't just say that," Gwen murmured.

Turning his gaze towards Lo, whose expression was one of utter fright, he took one step forward. "Lo, are you okay?"

Lo took a big step back.

Cannonbolt looked hurt…until he glanced at his hands. "Oh. Right." As he said that, the dial on his chest started flaring red, beeping faster and faster, until a flare of ruby light flashed, turning Ben back to normal. "There; good as new," he said, chuckling wearily, before turning serious. Meeting her gaze, he took another step. "I know I have a lot of explaining to…"

"Stay away!"

Ben's motion put Lo into full-blown hysterics. "Stay away, stay away, stay AWAY from me!" she shrieked. "Oh my God…oh my God, it was YOU! All along, that red thing I saw was YOU!"

Ben flinched, before extending a pleading hand. "Lo…"

"Don't TOUCH me! Don't even come NEAR me!" Lo screamed, tears of fury streaming down her eyes. "W-What the hell ARE you? Was anything you told me real?"

Ben was frozen to the spot, his eyes wide.

Gwen's eyes were narrowed, her fists clenched. "So much for gratitude," she snapped. "Why'd you want to save her, again?"

At that very moment, the Whale Bus pulled up, breaking the awkward spell. "Hey, dudes! Johnny-bro said you all needed a lift!" The Kahuna greeted, popping his head out the window, before noticing their grim expressions. "Whoa, major harshness, groms; what's the damage?"

Ben sighed. "You know that karma of mine, Kahuna?" he asked. "It caught up with me."

The Kahuna flinched. "Bummer, bro."

Ben cast a saddened gaze at Lo, who looked away angrily. "Yeah," he agreed. "Bummer."

XXXXXXXX

Staff-House

After the Whale Bus had pulled up outside the hotel, alongside Kevin's car, Ben, Kevin, and Gwen had led the five groms – one of which was decidedly not speaking to Ben – back to the Staff House, while Ben thanked his lucky stars that The Kahuna didn't ask any questions.

He already had enough of those to answer.

By the time they reached the Staff House, night had fallen, with a distraught Johnny was waiting for them. "A-Are you guys okay?"

Broseph nodded nervously. "I guess so, bro…at least, as much as a grom can be, after seeing another grom turn into a bunch of monsters."

Ben sighed. "Yeah; I've got some explaining to do."

"Understatement of the millennium, dude!" Reef cried. "How the heck did you do that?"

Fin nodded, her expression hurt, but not as angry as before – though Lo's expression more than picked up the slack. "Seriously, was anything you told us for real?"

"Yes, Fin, it was!" Ben defended. "My name is Benjamin Kirby Tennyson…and yes, I'm aware that telling you my middle name probably didn't help my cause, here. I do live in Bellwood, I am on the Bellwood Bruisers soccer-team, and I did take home the MVP award!" He sighed. "That just wasn't the whole story."

Gwen frowned. "You don't have anything to apologize for, Ben," she insisted, turning to the groms. "No matter what you all think, Ben's as normal as any of you!"

Emma folded her arms. "Gwen, I'm pretty sure "normal guys" can't turn into monsters!"

Ben held up his left wrist. "They can if they've got one of these."

Reef blinked. "That funky watch, dude? What's that got to do with…"

"It's not a watch, Reef," Ben said. "It's called an Omnitrix, and I think it's safe to say it's the most powerful device in pretty much the entire universe. It carries the DNA-samples of just about every known species in this galaxy and a few others; it was designed to temporarily change one person into the species of another – to, literally, let you walk a mile in someone else's shoes." He took a deep breath. "The creatures you've all seen weren't monsters, guys; they were aliens."

Broseph's eyes went wide. "Aliens, bro? As in, crop-circles, flying-saucers, take-me-to-your-leader, please-don't-probe-my-butt aliens?"

Gwen suppressed a giggle. "I don't know about that last part, Broseph, but yes."

Kevin grinned. "Just be advised: next time you see lights in the sky, do not flip them off. It's generally a bad idea."

"Kevin!"

Johnny gulped. "But…where did it come from? How did you get it?"

Broseph started to grin. "Wait, dudes, I got it! Your folks work at Area 51, right? They were experimenting with alien DNA, it blew up, and somehow you got caught in the…"

Ben chuckled, shaking his head. "Sorry, Broseph; human hands had nothing to do with designing the Omnitrix – that credit goes to Azmuth, of a species called the Galvans," he said, before his expression drooped. "Me getting the Omnitrix was nothing but a random, ass-backwards accident: I was on vacation with Gwen and Grandpa Max when I was 10, and I saw this meteor fall from the sky. I went to check it out, I saw this strange pod, and when it opened up to reveal the Omnitrix, it just jumped onto my wrist – wrong place, wrong time. It was supposed to have gone to Grandpa Max, since another Plumber named Xylene sent it to him."

Fin arched an eyebrow. "Why would someone that cleans pipes have something like that?"

"Not that kind of Plumber, Fin; the Plumbers we mean are an organization of intergalactic police-officers. Grandpa Max was – and still is – one of the best!" Gwen explained. "That's part of why Kevin and I have powers – we're Plumber's kids. Kevin's dad was an Osmosian – they can absorb energy from almost anything, and duplicate the structure of almost any kind of matter. As for me and Ben, our grandmother Verdona is an energy-being called an Anodite; Ben just takes more after Grandpa, and…I take after her."

Johnny slowly nodded. "So why were these knight-guys after Ben?"

Kevin scowled. "'Cause they're a rotten bunch, that's why."

"The Forever Knights deal in, among other things, dangerous alien technology for their own gain, while trying to kill off aliens that arrive on Earth," Gwen continued. "Some time ago, the three of us stopped them from killing a dragon-like alien they'd locked up and tortured for 1000 years, and they blamed Ben for letting it go home!"

Fin's expression turned guilty. "So…all those times monsters showed up here and in Bellwood..?"

"…were us helping people, Fin," Ben finished. "That's what I've always done – or at least tried to do – with the Omnitrix." He sighed. "That's what Plumbers – and their kids – do: fight the battles others can't."

"So, alien DNA-tech, intergalactic cops, bad-guys, and superpowers?" Reef asked, frowning. "Do you realize what that sounds like?"

Kevin rolled his eyes. "Surprise us."

Reef's face turned into a full-blown grin. "That is the coolest thing EVER!" he exclaimed. "DUDES! You're…you're like, straight out of a comic-book!"

Broseph's expression mirrored his. "Yeah, man! I mean, surfing's awesome, but it's gotta be boring compared to kicking bad-guy butt! What are you doing here?"

Ben grinned back nervously. "At the time, I thought I was earning money for college, but it turns out Grandpa Max was also putting me in Plumber witness-protection, since the Forever Knights were after me." His smile faded. "Guess that didn't work out so well; sorry about that." As he spoke, he dared a glance towards Lo.

The entire time, Lo had been silent, her arms crossed, her eyes, still red from crying, narrowed angrily; as he said that, she turned, and walked away.

Kevin gulped. "Uh-oh; I know what that look meant."

Ben grimaced. "I…I have to talk to her…"

Gwen sighed. "Go on, Ben; we can take it from here." Nodding, Ben hurried off, following Lo into the Staff House.

Seeing Lo walk into the living room, Ben ran after her. "Lo, I didn't want you to find out like…"

"Was it fun?"

Ben stopped as Lo rounded on him, her misty eyes glaring into his. "Lying to me, acting all normal while I was freaking out about "monsters" around the hotel! Was. It. FUN?"

Ben cringed. "I tried to tell you, Lo; that time we thought we were stranded, I was going to tell you then and there…"

Lo plowed right over him. "GOD, Ben, do you have any idea what you put me through? You made everyone – even my own family – think I was crazy! You made ME think I was crazy!" she shouted. "And all along, you were the one doing it! You knew I was right, and you said nothing!"

Ben frowned. "What was I supposed to say, Lo? "Oh, by the way, this watch I'm wearing can turn me into a bunch of alien creatures; wanna catch some waves?" You'd have laughed me off the beach!"

"Well, I'm not laughing now, am I?" Lo shot back. "God, just this morning, I was wondering just what it was that made this "Julie Yamamoto" dump your butt! Now I know!"

Ben felt something in his chest go cold. "What are you saying?"

"What do you think I'm saying, Tennyson?" Lo snapped. "This summer, I was supposed to be hanging by the pool, shopping with my BFFs, and chilling at the spa! I wasn't supposed to be working my butt off…and I DEFINITELY wasn't supposed to be almost getting killed by armoured psychos because my boyfriend is some kind of…of…I don't even KNOW what you are!"

Those words – a cruel twist on Julie's – turned Ben's heart to ice. "So…we're over?"

"We shouldn't have even STARTED, Ben!"

That was the final nail in the coffin. "Fine," Ben whispered.

"Fine!"

Lo's reply hardened what was left of Ben's heart; looking her in the eyes, he fixed her with a glare that could have made Vilgax wet himself. "Fine." With that, he turned and stormed out, keeping his gaze to the ground, to hide the wetness in his eyes.

As Ben walked out, he was met by the others; seeing his expression, Gwen's eyes went wide. "Ben? What's wrong?"

Ben didn't want to face them; not now. Cringing, he popped up the Omnitrix's dial, and slammed it down. "Jetray!" he shouted, as the change completed, leaving his old form behind, before he darted into the sky, flying off.

Lo had been heading for her room when she saw Jetray fly off through the second floor window; watching him go, Lo quickly turned away, opening the door and walking through, still seething…but as the door closed, her ire dissolved. Bursting into sobs, Lo flung herself onto her bed, burying her face in her pillow as she started bawling, wondering just how everything could have gone so wrong…

XXXXXXXX

Omnitrix Database

File-Name: Fourarms

Species-Name: Tetramand

Home planet: Khoros

Abilities: Subject possesses strength and stamina well in excess of any other known species, including Highbreed; highly dense musculature, combined with thick epidermal layers, renders subject nearly impervious to physical injury. Subject possesses four arms and hands, all of which are highly, dextrous, allowing subject to handle multiple tasks simultaneously. Subject's four eyes are highly acute, and can detect threats at distances of over 10 kilometers away.

Description: The children of the desert-planet Khoros, the Tetramand species evolved in arguably the harshest conditions in the known galaxy. To compete for what precious little food and water that existed, only the strongest, toughest individuals were able to eke out a niche in this veritable hell-world, until millions of years of evolution had forged the mightiest organism to emerge from Khoros.

Today, Tetramand society can widely be considered dystopian, with the strongest of the Tetramands rising to absolute power. Some Tetramands, however, choose to shun the repression of their homeworld, and join the galactic community. With their natural affinity for any and all forms of combat arts, it is no surprise that many such Tetramands find considerable success in the Galactic Ultimate Fighting Championship.

File-Name: Cannonbolt

Species-Name: Arburian Pelarota

Home planet: Arburia

Abilities: Subject possesses highly dense, natural armour plating on dorsal plane, as well as on limbs, capable of resisting any and all impacts and conditions, including extreme heat, pH, and weapons-grade laser-fire. Subject can curling into a ball-form to extend said protection around entire body while rolling at high speed; the highly elastic nature of subject's underlying flesh allows for rapid recoil off of obstructing objects. However, due to rapid increases in inertia, this motion often prevents subject from holding a steady course. Outside of ball-form, subject's bulk inhibits locomotion, preventing it from moving quickly.

Description: Hailing from the verdant jungle-world of Arburia, the Arburian Pelarota's origins are remarkably similar to that of Earth's armadillo. Beginning life as foragers of insects buried deep underground, the Pelarota gradually developed the ability to burrow deeper into the earth by spinning itself. As time went by, Pelarotas with armoured epidermal layers had the greatest success finding deeply-buried food, which began the process of nature selecting those individuals with the toughest armour, until the Pelarota's hide was as tough as it is, today. Now borderline invulnerable to the predators of Arburia, curious Pelarotas began to explore their world, gradually laying the foundations of modern Pelarota society.

Today, however, little is known about that society; in recent times, Arburia was destroyed by a cosmic parasite – dubbed "The Great One" by those in thrall of it – which eradicated practically every last trace of this proud species, with the only remaining Pelarota being a DNA-copy generated by the Omnitrix. However, recent studies have found a link between the Pelarotas and the Vulpinic Tortugans of planet Vulpin; the working theory suggests that a group of Pelarotas ventured out into space, landed on Vulpin, and were mutated by its polluted environment. Although the theory has yet to be evaluated, the notion that the Pelarota has survived, in some form, gives hope to many galactic xenobiologists – perhaps this species may one day return.

Coming Soon:

With their budding relationship in tatters, Lo slips into denial, while Ben takes a more drastic step.

Can the groms talk some sense into the two lovebirds before Ben walks away forever?

Or is it already too late for this summer romance?

Find out, when the first part of the Hanging Ten saga comes to its conclusion…