Disclaimer: I do not own Ben 10 or its sequels, spin-off and related characters. All is the property of Man of Action and Cartoon Network. I'm just borrowing them for some non-profit entertainment.

Occupation Earth

Episode VI

"This is the new secret hideout you found?" Kevin looked skeptically up at the Planetary Studios' main entrance. The once rich and active movie studio, backlot, and amusement park was in almost as much disuse and disrepair as Los Solidad had been. So many letters had fallen from the sign that it now read 'PLAN S'. An applicable name, Kevin decided since they had been at this for ten years and still hadn't made any headway in their fight against the Chimera Sui Generis forces occupying their planet.

"Yup!" Argit beamed proudly up at him. It was probably his idea. "I call dibs on the Back to the Future clock tower!"

"Aw… But I wanted the clock tower." Cooper wined. "Back the Future is more my thing anyway. Wouldn't the set from The Sting be more your thing?"

"Maybe…" The Quilcupine grinned up at the tech-wizard. "The real question is, how much is the clock tower worth to you?"

"That's enough, you two." Kai cut off any debate before it could escalate into an argument. "Instead of running your mouths over which movie set you wanna play Fantasy Hero in, why not try helping us unload the proto-TRUK!"

Looking adequately chastised, both man and Quilcupine shut their mouths and got back to work helping Rook, Manny, Kevin, and Helen unload the proto-TRUK. Leah oversaw the move to make sure all the sensitive items -such as medical supplies or explosive munitions- were handled with care. Kai ranged Kenny and Devlin, keeping the boy's occupied and out of the way while the adults worked. Zed sat and supervised.

"While we're claiming parts of the backlot for ourselves, I wanna state a claim on the Transformers ride." Kevin said, groaned was more like it as his mother load him down with an extra crate. "In fact, I claim everything that has anything to do with cars."

"Carful with these." Leah said, completely ignoring her son. "Its highly volatile blasting putty."

"I know how to handle blasting putty, Mom." The Osmosian growled. "I used to sell the stuff, remember."

"Well, handle it how you used to sell it over there by the Waterworld theater." Leah brushed him off and pulled out another crate. "Weapons get stored near the swimming pool."

Taking her eyes off the kids for five seconds, Kai asked, "Where are you planning to set up your med-ward?"

"Oh, don't worry about that." Leah assured her. "Planetary Studios used to be a colossal amusement park and like all colossal attractions where people are likely to get heat-stroke or get injured on rides, they have a well stocked emergency infirmary -for liability purposes. It might even still have supplies in it, since Vilgax imposed martial law so quickly after the take-over, the looting would have been kept down to a minimum."

"How come they never touched on that in Zombieland? The amusement park infirmary thing, not the looting thing, I mean." Cooper asked. He was shifting crates around in the back of the proto-TRUK, looking for his project. But it seemed to have mysteriously vanished. "Hey, where'd the mock-up Omnitrix go!?"

Everyone froze. They all set down whatever it was they were holding and stared at Cooper. A sudden panic rumbling through them. Had they somehow left it behind? Oh, god! Did they leave it behind!? All of their carful work. The DNA sampling from Helen, and Manny, and Alan, and Devlin. Some of the part they used in it were difficult to find. Argit had to use all of his con tats to acquire them for Cooper. How could they have left it behind. Cooper was so sure he packed it! No, he was definitely sure he packed it!

"Dude, what the hell!?" Manny demanded. "Helen and I bled for that thing!"

"So did I!" Alan added. "And Devlin."

While all the other adults were busy working themselves up into a panic, Kevin looked around and noticed something. "Speaking of Devlin, where is my son and the mini-Tennyson?"

That was when Kai realized that the boys had been out of her sight for a whole six minutes. Those two could get into a lot of trouble in six minutes. They somehow managed to smuggled themselves onto Helen and Manny's last mission when they weren't being watched. With a groan of exasperation, Kai massaged the sides of her head in an attempt to stave off a stress headache. "Kenny… Everyone, drop whatever it is you're doing and find my son before he does something I'm gonna regret!"

Vulkanus had recognized Kevin's old car that the rebels were using and there were only so many places they could have come from to get to the factory and back in a single night using that vehicle. Following that logic, it didn't take them long to find the old rebel base.

Oh, they were long gone by the time Vulkanus and his forces got there, with Albedo meeting up with them at the site. In addition to the six hour head start they had, the rebels were probably already ready to leave by the time their strike team arrived back at the base. That, or they just learned how to move quickly and without hesitation by this point. Either way, Vulkanus and Albedo arrived to find Los Solidad completely abandoned.

Albedo kicked at a pile of ash in the middle of what might have once been the base's main courtyard. A charred metal spring, like the kind from an old mattress was jolted free from the pile and slinky-rolled down the side to come to a wiggling halt on the ground.

"They burned anything they weren't taking with them that they might have touched." The human-shaped Galvan observed, running a hand over his silver-white beard, a beard identical to Ben's apart from the color. "So that Gwendolyn couldn't sample their mana to track."

This was just a statement of the obvious. The rebel had been doing that from some time now. Ever since Gwendolyn almost caught up to them in Undertown. It was Darkstar's main argument for relieving the woman of the job of hunting them down -something Darkstar asked (read: begged) for at every bi-monthly Rall'ya meeting. The leech-man never wanted to use his prized doll as a soldier or a weapon and he made sure that none of the other Rall'ya forgot that fact. Gwendolyn was supposed to be his prize and he did not appreciate his trophy having her time divided.

"My team found something interesting on their first cursory inspection of the base." Vulkanus informed the other man.

"Oh?" Albedo blinked red eyes. "What was that?"

"I'll show you." The Detrovite motioned for the Galvan to follow him. "Maybe you can tell me what it means. Since Galvans are supposed to be so very smart."

He lead the silver-haired Ben Tennyson doppelgänger to what had once been the base's old medical building. Like everything else in the base, it had also been picked clean. Clean, that is, apart from one thing. Written on the far wall, in what appeared to be blood, was a word. One random word that made no sense to Vulkanus. 'Sonnet'.

"This." He slapped the dry blood, some of it flacking off under his new suit's hand. "What do you think this means?"

"Its a type of old English poem." The human-Galvan explained as fi this should have been obvious. "Its comprised of fourteen lines that uses any number of formal rhyming schemes and typically had ten syllables per line."

The Detrovite blinked for a moment. Then, "No. Not that. Its written in blood! They were all so carful not to leave any of their mana behind for the Witch but then one of them goes and does this!"

"Obviously, one of them wants to be found." Albedo huffed, also as if this should have been obvious. Why else would anyone leave behind such a rich source of mana when there was a mana-tracking witch after them? Because they wanted to be found. They wanted the Witch to catch up to them so that they could… what? Set a trap? Kill her? Finally put her out of their misery? No. That wasn't the rebels' style. They liked to think they were above things like that. No, this new change in pattern had to be a direct result of last night's raid. Now that the Osmosian was out and learning what he'd been missing, he wanted to have a few words with his mate. "It was Kevin. Kevin is calling his woman. He wants to meet with her."

That made perfect sense and Vulkanus wasn't about to argue that point. "But why a poem? Why not just splatter his blood on the wall like a normal psychopath? What other message is he trying to send?"

"I don't know." Albedo admitted. To spite his superior intelligence, he was not all knowing. "As you said, Kevin Levin is insane. Maybe it has no meaning. I'm more concerned with its other implications."

"Other implications?" Asked the Detrovite.

"All the other rebels were so carful not to leave their mana behind, yet they lek Kevin splatter his blood all over all wall." Explained the Galvan. "That means that either they don't plan of keeping Kevin with them, or that Kevin is planning to leave them. Either way, they would not have let him leave behind this potent a source of mana if they intended to keep him with them. Tracking Kevin would be a useless endeavor. He won't lead us to the rebels."

"But he could lead us to his son." Vulkanus reminded the other. "Remember, I'll need at least one of them if I'm to get our Taydenite factory up and running again."

"Yes…" Albedo agreed. "That you will. Alright! New plan, we give Darkstar and Igurax some time to train-up the daughter, then we send her out after Kevin. At which point Gwendolyn will resume her regular pursuit of the rebels."

"And when Darkstar throws another bitch-fit over having his woman back out in the field again?"

"Then he throws his bitch-fit." Albedo shrugged as if Darkstar and his displeasure was meaningless. "Get a team in here to scrub this off the wall. I want all traces of Kevin's mana gone. Then we'll bring the Witch back on the hunt. Even if Kevin is still with them for the moment, they won't let him stay for long. Not if he's leaving little bread crumbs like this for his wife. They'll kick him to the side as easily as they did Gwendolyn."

"Vilgax wanted the daughter to take care of him." Vulkanus reminded the Galvan.

"Oh, she will." Albedo assured him. "Gwendolyn will continue to hunt the main rebel group, and Lenette will go after Kevin."

"Are you sure about this?" Devlin asked, a slight quiver in his voice as he watched Kenny take the new Omnitrix out of the case Cooper had carefully packed it into.

They were crouched behind the operator's panel of the Minion Mayhem ride, hiding from the adults that were frantically searching for them in an effort to prevent Kenny from doing exactly what he was very keen on doing.

"Of course I'm sure." The other boy nodded. "This is my birthright!"

He fastened the watch around his wrist and both boys held their breath, waiting to see what would happen.

Nothing happened.

"What gives!?" Kenny demanded, shaking his wrist as if doing so would wake-up the watch. "Cooper took the last DNA sample from you before we rescued your dad. It should be ready for me. Why's it not doing anything?"

In all honesty, Devlin was a little relived that nothing happened the moment his friend fastened the thing around his wrist. During all of the DNA harvesting sessions he sat through, the Osmosian got to listen to the adults list out -in great detail- all the problems with trying to recreate the Omnitrix and all the things that could go wrong with it. Starting from the simplest and most basic of 'it just wouldn't work' and climbing up in severity to 'it could blow up and take your arm off' and even further to 'you could transform into something and not be able to change back'! Overall, Devlin was glad it did not appear to work.

That is, at least, until the other part of his brain -the part that kinda did wanna see Kenny transform- caught up with the rest of him and realized, "Dude, don't you need to pick an alien and press the face?"

"Ugh, duh!" The younger boy slapped himself on the forehead for his absentmindedness. He fiddled with the watch. Twisting the nodes on the sides that -on a normal watch- would have set the time or alarm, and toggling the larger wheel of the watch face until the image of an alien appeared. A neon green silhouette that looked vaguely like a Vulpimancer -Wildmutt! "Its Hero Time!"

Kenny slammed his hand down on the newly constructed Omnitrix.

Each boy had a different idea of what an Omnitrix transformation might be like.

Devlin, whom was accustomed to changing his body's shape and abilities expected it to look uncomfortable. Because, quite frankly, transforming was uncomfortable -no matter how used to it you were. Your skeleton shifting, changing shape and size, or producing new bones where there were no bones before. Extra limbs extending out of otherwise smooth flesh. Muscles changing shape or function. Internal organs being displaced to make room for other organs… it was uncomfortable.

Kenny, who always equated the Omnitrix to a Magical Girl transformation wand expected to be engulfed in light and sparkles, turn naked for a couple of moments, then emerge from the light in a new form. 'Omnitrix Prisom Power Make Up!'

Between the two of them, Devlin was closer to what actually happened.

Kenny doubled over on all fours with a groan of discomfort bordering on pain. He wrapped one arm around his mid-section while to other was braced agains the ground, keeping him going down face-flat. The nails on his hands extended into claws. His teeth elongated into fangs. His eyes -pinched shut against the sensations- disappeared from his face entirely, replaced by thick, dark, steely-blue fur.

Wait. Steely-blue? But Vulpimancers were supposed to be orange or yellow!

Devlin watched in horrified confusion as his best friend and cousin transformed into a strange amalgamation of a Vulpimancer and… something else.

Kenny retained the general body shape of a Vulpimancer. A stocky, pit-bull like body, with a square head, no eyes and gill-like slits on the neck instead of a nose. But the fur was the wrong color and texture. A dark steely-blue instead of orange or yellow, and finer -more like a wolf's. And unlike Vulpimancers he had ears and a tail. Pointed wolf-like ears and a bushy blush tail.

Devlin took an unconscious step back, not quite sure what he was looking at.

"Kenny?" He ventured, hesitantly. "You are still Kenny, right?"

Slowly, the Vulpimancer-like thing stood. Stood up on its hind legs -that was also something Vulpimancers weren't supposed to be able to do. It opened its jaw full of teeth as if to speak, but all that came out was a sort of barking growl, complete with dripping drool. The thing put one clawed hand to its throat as if in confusion. Vulpimancers couldn't speak, they were to animalistic for that, but he wanted to communicate. Trying again, the Vulpimancer-unknown hybrid took a deep breath and tried to speak again. But again all that came out was a barking growl, louder this time, and with a snarl of frustration at the end.

The sound carried and that must have been what drew the adults to them.

Alan was the first to arrive on the scene. He saw Devlin crouching behind the operator's panel and towering over him was-

"Jezus shit! The fuck is that!?" The moment his eyes registered Kenny, he transformed into his own alien form. Going full flame-on. The Pyronite threw a warning-shot fireball across Kenny's snout. "I don't know what you are, buddy, but step away from the kid and no one gets hurt."

Devlin was quick to step between his friend and the Pyronite. "No! Don't hurt him!"

But he didn't get the chance to explain further because the other adults showed up quickly, right on Alan's heels.

"Holy crap!"

"What the hell?"

"I thought this place was secure!"

"Devlin, step away from the Vulpi-dog monster." Kevin extend a hand, expecting his son to come obediently to his side, calm and collected so as not to agitate the alien hybrid looming behind him.

"No!" The Osmosian boy planted his feet defiantly. "I won't let you hurt Kenny!"

The boy took a deep breath, ready to transform if he needed to. He didn't think the grown-ups would actually attack him, not knowing that it was Kenny. But Kenny had never been an over-sized alien canine hybrid before.

"That is my Kenny!?" Kai looked practically beside herself with concern. She knew her baby was the one who stole the Omnitrix. He'd been hovering over the project since they started. Insisting that the watch was his 'birth right' and that he was going to be a hero exactly like his father. But the Omnitrix was supposed to turn a person into one alien at a time, not a conglomeration of multiple aliens. That was an Osmosian thing. "Devlin! What did you do to him?"

"Me?" The boy was taken aback. "I didn't do anything. Kenny just put on the Omnitrix and transformed into this."

Behind him the Vulpimancer-hybrid gave a growl of agreement.

"And now he can't speak." Added the Osmosian.

"That Omnitrix wasn't finished!" Cooper exclaimed, unsure as to what he should do. "It wasn't ready to be worn. We have no idea how it might affect someone -especially not a child!"

"Clearly, it mixes and matches." Kevin scoffed as if this should have been obvious. "Why are we all still freaking out. If all tiny-Tennyson did was put on the Omnitrix then just have him change back -or wait for it to time out." It seemed like a logical solution to him.

Devlin felt a new appreciation for his father. Even if the man had naive and idiotic notions of the Red Witch really being a good person or whatever, he was actually a clever and level headed guy. And he kept the other adults from freaking out and yelling at him. That was really nice. Devlin never really could understand why, but for some reason, all the adults -except for his grandmother- tended to yell at him more than they did Kenny.

"And when it times out," Kevin continued, "We're gonna take it off the kid's wrist and figure out what the heck went wrong to turn him into… well, me."

It wasn't exactly an accurate assessment. Kenny's current form did not resemble any of Kevin's mutations to date. But it was more the idea of being mutated into a jigsaw puzzle of alien parts by the Omnitrix that he was trying to convey. That was something that happened to Kevin more often than he preferred to admit.

"What if we can't get the Omnitrix off him?" Kai asked, voice quivering the like the concerned mother she was but tried to suppress. "Ben told me that the first time he put on the Omnitrix, he wouldn't get it off."

Taking his eyes off the kids, Kevin looked back at her with an astonished look on his face. "Don't tell me you idiots built a thing and didn't design it to be sure you could take it off again! I mean… Yeah, none of you are Asmuth, but Cooper's a genius inventor. He had to know whoever put the thing on would have to take it off some time."

It anyone was gonna say anything to this, their words were forgotten the very next second as the faux-Omnitrix finally timed out and Kenny returned to the form of a nomad ten-year-old boy. He staggered for half a second, getting used to his own size and shape again. Devlin steadied him with a hand. He knew -probably better than anyone (except Kevin)- how disorienting dramatic bodily transformations could be. You needed to take a moment to compose yourself.

Kenny extended his arm, expecting his mother or Cooper to rip the watch off his wrist and he hoped that they'd recognize that he was cooperating and no punish him to bad. "That was so weird!"

Kevin reached out to take off the Omnitrix, but Cooper pushed him out of the way. Apparently intent on maintaining his 'no touching Omnitrixes for Kevin' rule. The tech wizard tried unclasping the band, but when the watch didn't immediately come off he froze. There was a single communal intake of breath as everyone else realized that their reproduction of the Omnitrix had done the same thing its original had done. The thing was now seemingly permanently affixed to the boy's arm. They weren't gonna get it off any time soon.

"Oh, god! I am so dead!" Kenny exclaimed, recognizing the fact that -while he did get to keep his 'birthright' for the foreseeable future- his foreseeable future wasn't gonna be all that long. His mother was going to kill him.

"At least now you have powers." Devlin told him, hoping to lighten the situation.

Stretching in the backset of the car as Igurax drove, Len twirled a strand of her hair between her fingers, noting the bold change in color from the bleached golden blond to the natural black that was growing out. Daddy hated her black hair. It was the only reason he let her bleach it. She was the only kid in school (her age) with colored hair. She wished the school would let her color it wild colors like pink, or violet, or blue, or green. After all, what was the point of bleaching your hair practically white if you didn't get to color it cool colors afterwards? But the school's dress code forbid wild colored hair.

The school's dress code forbid a lot of things. It forbid jeans, boys had to wear black slacks and girls black skirts. It forbid t-shirts, everyone had to wear respectable button-down shirts (white). It forbid shirts from being to short, or bras showing through the shirts (not that that particular one was an issue for Len, only being nine). It forbid large or studded jewelry. Piercing of any kind other than pierced ears for girls. Spiked hair. Colored hair… the school her daddy sent her to was the worst!

Sure it was the same school he attended when he was younger. A rise prep-school.

But seriously, how much mischief, mayhem, and damage could be done by Len just coloring her hair purple and wearing her skirt four inches above the knee? As long as her panties didn't show, what was the problem?

She sighed listlessly and gazed out the car window. Today was her after school piano lesson and Igurax was taking her out of town to the next town over -Bellwood- where her piano teacher lived. It was her daddy's idea that she learn an instrument. Felt it was a proper 'lady like' pursuit. He was always trying to get her to be more lady like. Not letting her cut her hair, only filling her closet with dresses and skirts, and making her learn music and art. All Len really wanted to do was make money and beat people up -not necessarily in that order.

The piano was her mother's idea. Her best friend from back when she was in school was a master pianist. But concerts were a rare thing since the Earth was inducted into the great and glorious Vilgaxian Empire. Having large groups of people gathered together in one place was dangerous. It made them a target for terrorist attacks. Len's mom worked hard to neutralize the terrorists' cells. But she was only one person and they were manny. So, her friend went most out of work.

That was until Len started taking piano lessons.

Emily greeted Len with a smile at the top of the access ramp that lead to her porch. She was a nice woman. Around the same age as her mom, with short white-blond hair and friendly blue eyes. She was also a paraplegic and confined to a wheel chair. Len sometimes wondered how Emily and her mom could have been friends. They didn't seem to have anything in common and Emily obviously couldn't have kept up with her lifestyle. And yet… Mom said they were best friends.

Len sat down at the piano and began reviewing the scales. Emily made her do this before every lesson. Review the basics. The basics are the foundation for even the most complicated of musical pieces. You must know the basics better than you know you're own alphabet.

They did this for about ten minutes before Emily started her on some new sheet music. A piece by Eric Satie that was one of her personal favorites.

Unfortunately, Len barely got out the first five notes before Igurax's communicator buzzed with a call. Both women tried to ignore him as he conversed in his native language. Len kept her eyes on the sheet music and her fingers moving over the keys. But when the call was ended, Igurax interrupted the lesson.

"Change of plans." He said. "The Little Miss is wanted back at the manor."

"Something wrong?" Emily asked. A family emergency being the first thing that occurred to her. "Is Gwendolyn alright?"

"The Red Witch is fine." The Chimera Sui Generis assured her. "The Little Miss just has some new training that's been placed on a higher priority."

"New training?" Len asked, standing from the piano. "What kind of new training?"

...