A/N: I just pulled an all-nighter. So if my work is sloppy, so be it.

CHAPTER TEN: OMNITRIX R3

Ben felt himself falling, it was the most terrifying and exhilarating thing he had felt in a long time, not since he had last become Big Chill or Jet Ray. He kept his eyes closed, imagining the faces of the ones he loved, hoping that that would be the last thing he sees before oblivion.

Then, something happened. The last thing he ever expected to knock him back to his senses…he felt something move within his enlarged belly, like something was trying to break free inside him…the egg was hatching. Ben opened his eyes. No, he couldn't just fall to his death, or let starvation or a fever get him. He couldn't let his body 'reject' this egg…because it was a baby.

A living being.

It had no say on how or why it was created, or if it would live or die. It was a tiny being that was created, and needed him. Something that needed him to survive, and if he chose to die, he was forcing the baby to choose to die as well. He couldn't just give up without giving the baby a fighting chance…the baby…his baby…the word sounded strange to him, foreign to his mind.

He reached out and grabbed the tree trunk, letting himself slide down the bark, bearing with the pain as its rough surface tore up his fingertips, leaving trails of blood up the tree. His battered and weak body just could not get a grip on the bark. He gritted his teeth, he had to do something…

A blue light burst out from his wrist, engulfing the cover that covered the Omnitrix. It circled Ben's body right as he hit the ground. Somehow, it cushioned his fall. The wind was knocked out of him as he hit the underbrush, but he was alive. He felt his enlarged stomach as the thing inside it rattled, trying to break free from the egg inside.

Ben looked down at his wrist, there was no time to wait for the Omnitrix to stop freaking out. He forced himself to his knees and basically crawled away through the underbrush. By now, someone had probably seen him falling and either alert Mei, or were coming after him themselves.

He did not get very far before he finally used up all his strength. The pain was enormous, taking over his mind until all he saw was red. He called out in pain in spite of his efforts to keep quiet, and then he did throw up. But this time, it wasn't what little food he could eat, or just plain bile - he threw up blood. He stared at the crimson pile in disbelief, and then quickly covered his mouth as he started coughing violently into his hand.

Slowly he removed his hand from his face, it was red with blood. He felt dizzy, and could hear a loud cracking noise coming from inside his stomach. He coughed up more blood, and collapsed in the underbrush. As he lay there in agony, he looked over at his left wrist, the Omnitrix had begun to reform, getting larger, covering his hand and up to his elbow, thick cables ran from the center of the Omnitrix into the metal covering his arm. He flinched as he felt the cables slip through the metal and into his arm. Surprisingly, it did not hurt, and if it did, not nearly as much as the hatching egg within him. He watched in awe as dial of the Omnitrix got larger as well, and embedding itself into the metal. This new Omnitrix was not a dial watch anymore. Two more cables lashed out from the center, and through the metal of his hand, before finally, the blue light faded to green.

He heard the Amazarians approach, their loud footsteps shaking the ground where he lay.

"He's mine!"

"No I saw him falling first!"

"Well I NEED him more!"

"Whoever cuts that bitch's baby out of him first gets to claim him!"

There must have been four or five of the smaller Amazarians, ones who probably couldn't find mates, and that Mei had bragged to…

Ben smiled and reached for the Omnitrix, but he had no idea how to use this new weapon. There was no dial, no buttons…

…the Amazarians were only seconds away from him…

"Dad watch out!"

Ben heard the voice, but had no idea who it belonged to. He looked up as a Necrofriggian flew down, breathing ice down in front of the Amazarians, stopping them in their tracks. It landed on the ground in front of Ben, placing the ID Mask back on its face. Ben gasped as he saw an adult version of the boy from his dream.

"Hey Dad! Finally found you!" Owen breathed,

"Dad?" Ben weakly raised his head, blood leaking from the side of his mouth,

"Yeah! I'm your 'runt'." Owen said sarcastically, "I'm one of Big Chill's hatchlings."

Ben was too weak to respond.

Owen walked over to him and gently placed a hand on his shoulder, "Shit Dad…you look terrible. Don't worry, I'll deal with these oversized beasts."

Owen was about to turn around when the Omnitrix caught his attention. He tilted his head, "Uh? Dad? What is it doing?"

Ben looked back over at the Omnitrix. The Hourglass Centerpiece was spinning around in a circle, glowing red. "I-I don't know."

"DNA Genetic Damage Found." The Omnitrix said in Ben's voice, "Attempting to Fix…"

Ben froze, was it talking about the baby? Did the Omnitrix know that human men weren't supposed to have children? Was it going to evaporate it?

A red light exploded from it, engulfing both Ben and Owen. The Necrofriggian gasped in surprise as he was flung back by the explosion, and Ben watched as his world faded from red to black.

Owen picked himself up off of the ground. He held his head painfully. The light was still surrounding Ben, but was fading around himself. He only hoped it was helping him. He froze as the sounds of clapping sounded in his ears. He turned around and saw two men clothed in dark robes…the Aldebaran Brothers, Ackner and Belgit. Ackner clapped sarcastically as he stepped forward.

"Good show. Now, I'll have to ask you to stay put." Ackner cooed,

"What do you want?" Owen spat,

"Cool it Space-Bat." Ackner replied, "All I want is Ben."

Owen jumped to his feet, a little dizzy from just being blasted back. He ran in front of Ben protectively.

"Don't make me kill you boy." Ackner snapped. "It would be such a waste of youth."

"Stay away from my Dad!" Owen snapped,

"What are you going to do? Freeze me?" Ackner stepped forward.

Before Owen could move, Ackner attacked. He lunched at Owen and slammed his knee into the boy's chest. He doubled over coughing, just in time for Ackner to slam his elbow into the ID Mask on his face. The ID Mask shattered, but Owen stayed as he was.

"W-what?" Owen gasped, looking down at his hands.

Ackner laughed, "Looked like you got caught in the Omnitrix's DNA Altering beam. How does it feel to be human?"

"Great." Owen moaned, "Just what I always wanted…at the worst possible time."

Ackner ignored the boy and stepped towards Ben as the red light died away. The large bulge in his stomach had depleted. It looked like a pregnant woman's belly when she really was four or five months pregnant. Ackner ignored the difference and picked Ben up by the front of his ragged shirt.

"Leave him alone!" Owen gasped, holding a hand to his injured chest. Ackner continued to ignore him.

Owen cursed and held out his hand, "Hey Ackner!"

The Aldebaran turned and looked at him, just in time for ice to shoot from his hand and encase the other completely within a large cube, only leaving his outstretched arm and Ben revealed. Ackner dropped Ben and the Omnitrix Bearer fell limp to the ground. Owen spat on the ground as his ribs ached, "Yeah, I did freeze you." He looked over at Ben.

"Dad!" Owen gasped, running over to Ben and pulling him away from the frozen sculpture, as Belgit ran to his brother's side.

Ben groaned weakly in Owen's arms. He sighed and pulled him into the cover of the trees as the Amazarians ran for cover. Owen carefully set him on the ground, shaking his arm gently, "Dad?"

Ben did not respond.

"Dad?" He asked louder, "Dad!" Ben still did not respond. Owen panicked, he had no idea how to check to see if a human was alive or not. He felt his chest move up and down rapidly as fear spread through him, the sensation of air through his lungs was new to him. What did the Omnitrix do to him?

Ben slowly turned towards Owen and smiled, "I'm…hungry."

Owen sighed with relief, "Aunt Gwen and Uncle Kevin are on they're way."

Ben looked so relieved, he closed his eyes and took a deep breath, "Thank you…"

Owen did not respond. He did not have to, instead, he stayed silent and watched, waiting for any sign of the others.

A spaceship drifted overhead. Owen jumped to his feet and went chasing after it, calling up excitedly as it landed nearby. He ran back to Ben, "Dad! They're here! You're going home!"

Ben was so relieved by those words he started to cry.

"Owen!" Gwen gasped, throwing her arms around him, "I was worried. Did you find Ben?"

Owen stepped aside, and Gwen screamed. Kevin and Julie arrived shortly afterwards. Julie stopped dead in her tracks. She stared at Ben in disbelief, she shook her head and stayed there. "That can't be him…"

Gwen pulled Ben's head onto her lap, and Kevin was next to him in seconds as well. Gwen gently brushed the bloodied hair out of his face. She felt like crying as she stared at his gaunt face. His skin was so pale it looked white, and his muscles were completely gone to the point where his bones stuck out of his flesh, and the sickly way his chest moved up and down hurt Gwen deeply. But what was even more intriguing, was a large bump in his stomach, for someone who was so skinny that their spine ridged out of their back, and their ribs showed painfully through the skin, he seemed rather full in the middle.

"Gwen, look at his eyes." Kevin whispered, holding Ben's limp hand tightly within his own, "They're not focusing."

Gwen's eyes glowed purple momentarily and she inhaled deeply, "He's dying Kevin."

She could see the panic race across his face. "Well hurry up! Get him on the spaceship! We have to get him home!"

Kevin gently pushed his hands under Ben's body and picked him up bridal style, "He's…so light." Gwen wanted to cry at the look on Kevin's face. He looked so heartbroken…

"What took you…oh my god is that your friend?" Ana asked, standing in the doorway of the spaceship. Kevin ignored her and hurried inside. She folded her arms defiantly, "No offense Gwen, but he looks like a mummy."

"Did he eat at all since he disappeared?" Gwen shouted as Kevin put him down, "Its been four months! Look at him! He's basically wasted away to nothing!"

Julie did not say anything, she just looked at Ben with a mix of regret, fear, and disgust.

"A-Am I going…home?" Ben whispered weakly, holding on to Kevin's arm as the Aufnehman placed his friend on a bed.

Kevin nodded, fighting back his feelings, but his voice cracked just the same, "Y-yeah Ben. We're going home. We'll be there within three weeks."

The look on Ben's face was priceless. He looked so relieves and happy that Julie burst into tears. Kevin also seemed as if he was having trouble containing himself, Gwen worried about his injuries, but Kevin said that Ben was so light…lifting him did not even strain a stitch…

Ana moved over to the control panel, "Levin! Get over here! Leave him to the girls. We've got to get out of here before the Amazarians trash our space ship, or Ackner defrosts, or Dana Lyn finds us, or someone else decides to come after us."

Kevin nodded, taking one last look at Ben, before hurrying over to the co-pilots seat next to his sister.

"Ok, seatbelts everyone." Ana said suddenly, flicking switches to ready the ship for take off.

Gwen strapped Ben to the bed, and then dragged Julie off to sit in the seats until the ship broke the planet's atmosphere. Owen sat down next to Gwen, copying her. He had never gone through the human procedures of take off before. He leaned his head wearily against Gwen's shoulder, and she stroked his blue hair gently.

"Julie," Ana said after they were cleared from Demetrious gravitational pull. Kevin undid his seatbelt and went straight back to Ben, along with Gwen and Owen.

"Hm?" She asked, picking up Ship,

"We don't have much supplies, but it will be your job to put some meat on his bones before we get to Earth again."

"Yes captain." Julie nodded,

"Is this even Ben?" Gwen snapped, looking Ben in the face, "He doesn't look like Ben."

"Duh." Kevin replied stupidly, "Look at his arm, there's the um, revamped Omnitrix? When did he get that?"

"As soon as he wakes up, he'll tell us." Gwen nodded.

It was nearly two weeks before Ben had enough strength to speak. They had sat him up in a chair, and he was finally eating on his own.

"How are you feeling Ben?" Gwen said as she walked over,

"Better." Ben smiled,

"Uh, hey Benji?" Kevin asked, walking over towards them, "What's wrong with your voice?"

"Kevin." Gwen snapped,

"No, I'm serious." Kevin shrugged,

"W-what's wrong with my voice?" Ben asked, lightly touching his neck.

"You sound like a girl." Kevin smirked,

"He's been through a lot Kevin." Julie replied, not looking at the Aufnehman,

"And that changes what?" Kevin shrugged and sat down next to them, "At least your starting to put back on some weight. Won't your parents be happy?"

"I hope so." Ben quipped,

"Wow Ben, I even thought that sounded girly." Gwen laughed,

"Really?" Ben asked,

"Um…I'm hearing it too now." Julie said, "Are you ok Ben?"

"I'm much better now. As soon as the Omnitrix wigged out on me and Owen, I've had no pain, it fixed that." Ben said, this was the first time he mentioned anything about what happened on that planet,

"Pain?" Gwen gasped, stroking Ben's face, "What happened?"

Ben placed a hand on his enlarged stomach, and Kevin burst out laughing. Ben glared at him, "It's not funny! Oh…I notice it too."

Kevin forced himself to stop laughing, but he still managed to chuckle, "And yet again Ben, you enjoy the joys of parenthood."

Ben lowered his head.

"That's just mean Kevin." Gwen snapped, she looked at Ben, "What happened?"

Ben burst out crying He let his head fall into Gwen's shoulder and he wrapped his slender arms around her neck, "She…she…"

"Oh Ben." Julie whispered, hugging herself tightly,

"I-It hurt so bad." Ben cried, hugging Gwen tighter.

Kevin sat next to them, a sober look on his face, "They raped you didn't they?" Ben nodded into Gwen's shoulder, refusing to look anyone in the face.

"You don't have to be so blunt." Gwen snapped,

Kevin pointed at the bulge in his stomach, "That's proof enough." There was actual pity in Kevin's voice.

Ben looked over at Kevin, and Kevin froze within the glare of those dull, green eyes. He still looked so sickly…Kevin had to look away, he couldn't bare to see Ben like that. He swore and jumped to his feet, storming out, and off to his own room.

"Gwen!" Ana's voice sounded over the intercom, "Please come to the Bridge."

Gwen sighed and pulled Ben off of her, "I have to go." She whipped his tears away, "But I will be back - I promise." Ben nodded. Gwen looked over at Julie, "Watch over him for me,"

"I will." She nodded, moving over to sit next to the bed.

"What is it?" Gwen asked, strutting into the room,

Ana held the walkie-talkie thing out towards her, "Its for you."

Gwen grabbed the phone merrily, "Hi Grandpa!"

"Did you find Ben?" Grandpa Max sounded even more tired then the last time she heard him,

"Yes, but he needs urgent medical attention." Gwen replied,

"Why?" Grandpa Max's voice sounded panicked,

"He looks like a mummy!" Ana called in the background.

"He…he's been through a lot. We're trying to get him home as soon as…"

"GWEN!"

Gwen almost dropped the phone, "Uh, I got to go Grandpa…""No, let me speak to Ben." He begged,

"Alright, hang on."

"GWEN YOU MIGHT WANT TO COME DOWN HERE!" Gwen rolled her eyes at Kevin's loud, obnoxious voice, boomed up at her. She sighed, didn't he storm away? Didn't take him long to come crawling back…

She pressed the mute button and hurried off down towards where Kevin called her. He was in Ben's room. Ben sat up in the bed, the Omnitrix was glowing red again, the hourglass symbol was spinning vigorously. The two cousins looked at each other in fear as Ben started to change. His mummified body rounded out better, his bone arms became slender and well toned, and his ribs became hidden…by large breasts.

Ben looked up in fear as his mummified self disappeared behind a body of a beautiful woman. Gwen folded her arms, a little shocked, a little jealous. She looked over at Kevin and smacked him in the face. He was staring at Ben, open mouthed, nearly drooling. He blushed and looked away as Gwen stepped forward and wrapped the blanket over Ben's assets.

"G-Gwen." Ben whispered, his face was no longer pale, but bright red with embarrassment, "What's happening to me?"

Owen pushed off the wall, he folded his arms, "Probably the same thing that's happening to me."

Ben looked over and nearly smiled. Owen looked different as well. The biggest thing was that his yellow eyes were dulling, fading to green, and he saw brown mixed in with his blue hair. "Owen…I'm sorry."

A large grin burst across the boy's face, "Are you kidding? This is what I've always wanted!"

"Glad someone's happy." Ben sighed.

Gwen shook her head and held Ben's face gently in her hands, "This is probably only until your baby is born. As a woman, your body can handle being pregnant a lot easier. When we get that thing out of you, you'll probably turn back to normal."

Ben shook his head, pushing Gwen away from him - uh - her, "No!"

Gwen was shocked by Ben's sudden outburst she stepped back and put her hands on her hips, "What?"

Ben looked down at the bed, embarrassed by her own reaction. She placed her hands on the bulge in her stomach, "This baby never asked to be created, it never had a choice in who its parents were." He looked over at Gwen, Kevin, Julie, and Owen, studying each one of their faces wholly, "And, it would be wrong to cut it out…to kill it."

"Let me guess." Gwen snapped, "Its not the baby's choice?"

"Why should we decide for it whether to live or die?" Ben replied, "It would be wrong."

Gwen folded her arms and glared at her cousin. She did not know what angered her more, the fact that BEN would have a child come from his loins before she even thought about one, or the fact as a girl, Ben was better looking then she was, leaving behind his geeky appearance along with his testosterone and male genitals. She smiled in spite of herself, "Grandpa Max is on the phone Ben. Want to talk to him?"

Ben's face blushed deeper, "I should, shouldn't I?"

Kevin laughed, "I bet he'd LOVE to hear from his granddaughter."

Ben glared at Kevin as Gwen handed him the phone, "H-hello?"

"Gwen? No, this isn't Gwen…I'm sorry, but I asked my granddaughter to deliver the phone to my grandson…is he there?"

Ben felt tears in his eyes, "Yeah Grandpa Max…its me…"

"Ben?" Grandpa Max gasped, throwing his arms around the slender girl. By the time they made it back to Mt. Rushmore, Ben had put on some weight, she had a healthy glow, and her curvy 'hourglass' figure showed through her pregnant form. Gwen almost hated the sight, and in the back of her mind, she wondered if the Omnitrix could work some if its 'magic' on her.

"Grandpa Max!" Ben laughed, hugging him back,

"Thank goodness your safe." Grandpa Max sighed, refusing to let him go, "And don't you ever to that again, you hear?"

Ben smiled, "Trust me, if I can avoid it - it will never happen again."

Grandpa Max placed his hand on her belly, "So I guess what you told me over the phone was true."

Ben nodded, "Your one hundredth Great-Grandchild, if you count the Baby Chills."

"One hundred and ten actually." Owen corrected.

"Are you sure about this Ben?" Grandpa Max asked, "Your too young to think of children."

"I don't really have a choice. I'm not giving it up." Ben shook her head, "And anyway, it will only take another three to five months for me to give birth, and I'll be back to normal."

"Hm…I'm still going to bring you to a specialist. We have one downstairs waiting, all our Plumber women who mate with aliens go to him." Grandpa Max rubbed his beard thoughtfully, "Oh, and Owen, go down and see him too. Maybe he can find out what the Omnitrix is doing to your body as well."

Owen nodded. His eyes were now completely green, and looked a lot like Ben's eyes. His blue hair was mostly brown now, with a few blue streaks here and there. "I'll go with Dad."

"Maybe you should call him 'Mom' again." Kevin snickered,

"Knock it off." Ben said, elbowing Kevin in the side.

For some reason, jealousy ripped through Gwen. Ever since they got Ben back, Kevin did not leave his side. It never really bothered Gwen, because she knew how much Kevin missed Ben, and how he had realized that if it wasn't for that green-eyed 'Mega-Dweeb', he'd still be in a life of crime and would have probably never reconnected with Ana. But, now that Ben was an extremely good looking woman, it made Gwen jealous that Kevin spent a lot of time with her. She really couldn't understand why she was so jealous, Kevin knew that Ben was a boy, and she knew that he was faithful to her…but why did it anger her so much?

Just like it did when she set Ben and Julie up. The only reason she did that was too hide her feelings…no! She shook her head, scattering that thought, it was because she wanted her cousin to be happy, no matter what. And anyway, Julie had been with them and helped them ever since.

"Gwen?" Gwen jumped as someone calling her name snapped her from her dark thoughts. She had no idea who called her name, so she just looked up. Grandpa Max had his arm protectively around Ben's shoulders, as if she might vanish again if he let her go. He raised an eyebrow as he waved towards her.

"Earth to Gwen!" Kevin laughed,

"Huh? Right, sorry." Gwen replied, "I'm just tired."

Grandpa Max looked around the room, "Where is Anastasia?"

Kevin froze. He looked around the room. She did not even come into the headquarters did she? Was she still back on the ship?

"Go." Gwen sighed, nodding towards the door. Kevin nodded and took off to find his sister.

"Don't worry, she won't leave until we pay her." Grandpa Max snorted, "But it was worth it to get Ben back alive and in, um, two pieces?"

Ben smiled, "You have no idea how happy I am to be back."

Grandpa Max led them down through the halls of Mt. Rushmore, down to a laboratory below. "Arthur? Arthur Smart?"

A loud bang and several crashes sounded from the back of the laboratory. Gwen and Julie looked at each other with worry.

A tall lanky man came striding out from the back, covering in what looked like shards of metal. He laughed as he saw the five of them standing there. He pulled a large piece of metal stuck in his arm out, and the wound healed within seconds, "Maxi-boy!" He sang, shaking off the rest of the metal and walking over to embrace Grandpa Max, "Its been too long! How are the kids? The grandkids?"

Grandpa Max looked down at Ben, "Arthur, this young 'lady' here is impregnated with an alien baby."

"How many times have I told you to call me Arty," His large luminous eyes shone almost wildly, it scared Julie. She backed away. The man laughed, "Don't worry little lady, we MAD Scientists won't bite…much."

He looked down at Ben and felt her stomach, "Fascinating…which alien is the father?"

"An Amazarian." Grandpa Max explained,

"Strange?" Arty's face twisted in confusion, he placed both hands on Ben's stomach before pulling out a stethoscope and placing the cold metal surface to his skin, "Very strange."

"W-what?" Ben asked,

"The baby is really, uh - small, to be an Amazarian young? Was it just conceived last night?" Arty asked, scratching his head,

"Four months." Ben explained,

"Four months? Then that baby should be enormous! I mean, Amazarians aren't known for their petiteness. You should look, well nine months pregnant if you had triplets by now." Arty asked,

"I know." Ben groaned, remembering how large the bulge was before the Omnitrix kicked in.

"Sit down and tell ol' Arty everything." The man cooed.

After Ben finished his story, Arty scratched his head, "Fascinating, simply fascinating." He got up and walked over to Owen, he forced back the boy's eyelids and shone a light in his eye, "I would never imagine he was an Alien…I don't sense any alien within him whatsoever."

Owen didn't respond, he just backed away from the man, backing up to stand next to Ben, as if his 'Father' could protect him from the mad scientist.

"I'm going to issue an ultrasound. See how the baby is doing, how its developing." Arty grabbed Ben by the shoulders and pulled her away from the others, "If what you tell me is true, then I think the Omnitrix not only messed with your DNA and Owen's, but maybe your unborn baby as well."

Ben placed his hand over his belly, "Meaning?"

"That's what we're going to find out."

Kevin finally climbed out of the tunnels under Mt. Rushmore and managed to find where they parked the spaceship. The power was on, and it looked ready to launch. He broke out into a run and headed towards it. Ana had taught him how to absorb the air and how to use it to run literally like the wind. He was there within seconds, climbing into the spaceship, and running towards the Bridge.

"Where are you going?" He snapped as he slowed to a stop within the bridge.

Ana stopped, her arm dropped down from the controls she was issuing. For a second, Kevin thought she wasn't going to respond to him.

Finally, the assassin stood up and walked over to him, her fake 'Ana' appearance looked relieved as she approached, "Hey."

"Where are you going?" He repeated, harsher this time,

Ana avoided his glare, "I'm going back to Anur Phaetos to pick up Griffon and give him a proper burial on his home planet, then, I'm going back to Demetrious."

"Why?" Kevin asked,

"To get revenge." Ana smiled, "You hired me to get Ben back, but that wasn't 'Ben' we picked up. It was a shell of the boy who used to be Ben. So, to defend my honor as an assassin, for not arriving in time to save Ben from getting like that…I'm going to kill the Amazarian called Mei."

Kevin smiled, "Kill her twice for me."

"Will do." She smiled, giving him a thumbs up.

"Then what are you going to do?" He asked.

She folded her arms, "Look for another partner I guess."

"Your not staying?" Kevin's disappointment was clear in his voice,

"Oh don't worry, I'll be back for my money." She smiled, "But yeah, its too dangerous for me to stay."

She perked up, "I know! You could be my new partner! We can go around the Universe, making billions of dollars, doing whatever the hell we pleased."

Kevin grinned, he placed a hand on her shoulder, "There was a time when I'd agree to that. But right now, Ben needs me."

Ana nodded, "I hoped you'd say that." She brushed his hand off of her, "Can you do me a favor?"

"What?" Kevin asked.

She smacked him lightly on the head, "Watch over that pipsqueak…and, be careful. If you even hear word that Dana Lyn is in the system, don't be afraid to use the walkie-talkie to get a hold of me. I'll put her in her place."

"If she ever found out a human was her arch-nemesis, she'd probably die of embarrassment."

"That would be a good thing." Ana laughed.

She threw her arms around Kevin, holding him close one last time, "I'll miss you…brother."

Kevin hugged her back, "Yeah. Me too, sis. I'm sorry I never fulfilled my promise to protect you."

She pushed away from him, and her eyes looked like she wanted to cry, but the Assassin was too proud for that, she turned away and walked back to the controls, "Now hurry up. Your friends need you."

Kevin nodded, he turned and left. He had so many mixed feelings in his mind as he walked from the spaceship that Ana launched up into outer space, that he did not know what to do. Ana leaving was almost like ripping his stitches open all over again.

Ben ran over to him and wrapped him in a tight hug, his bright green eyes shining happily. His happy face seemed to chase all those concerns away, "Kevin!"

"Uh?" Kevin replied awkwardly.

Ben dropped his arms and blushed, "I have no idea why I just did that…I'm just so excited!"

Kevin was too busy watching Ben's 'assets' jiggle as she jumped up and down to respond.

"Eyes up here Kevin." Ben snapped.

"Wha?" Kevin shook his head, he blushed, "What happened?"

"Kevin!" Ben smiled, "it's a girl…a healthy HUMAN baby girl."

Kevin smiled and patted Ben on the shoulder, "That Omnitrix works wonders doesn't it?"

Ben blushed and grabbed his stomach, "I'm not going home any time soon am I?"

Gwen walked up, she smiled and hugged Ben, "Not like that you aren't, your parents would never believe us."

"But…they have to be worried." Ben replied, looking down,

Kevin shook his head, "Going back now would only cause trouble. We'll wait the extra five months, then you can go home."

"Till then?" Ben asked,

"School started awhile ago." Grandpa Max explained, walking up with Julie in toe, "But the Plumbers can easily create files for you that will make it look like you're an exchange student. We do it all the time for aliens that move to the planet with kids."

"My parents know about aliens and such." Gwen explained, "They would understand, and know not to tell Ben's parents."

"I'll call them and then make the documents." Grandpa Max nodded.

Kevin looked at Ben as Grandpa Max walked away, "You sure you can do this Tennyson?"

Ben sighed, "No…but I'm going to have to aren't I?"

Gwen laughed and put her hand on Ben's shoulder, "Well, if your going to be an exchange student, we're going to have to go shopping."

"That and the fact that none of his clothes 'fit' anymore, if you know what I mean." Kevin chuckled. He placed an arm over Ben's shoulders, and started leading him off, "And now that you're a smoking-hot girl, I'm going to give you a few pointers on how to avoid all those horn-dogs out there."

Gwen felt her anger boil. No…Kevin had done that to Ben before when she was a he…it shouldn't bother her. She took in a sharp breath and followed them. Julie stood there for a few seconds, before following as well.

HA! Serves you right Ben! Aw…no, I'm just teasing. Get better soon Ben! Anyway, yeah, like I said, all-nighter….I'm tired…sleep now….