I HAVE UPLOADED THIS CHAPTER A MULTITUDE OF TIMES AND AM GETTING JUST A LITTLE BIT ANNOYED BY THIS SITE. IF IT DOESN'T WORK THIS TIME, I SHALL BE RATHER UNHAPPY. -NINJAMUFFIN

D.D.Z.- Why does everyone think this is becoming a BenGwen? She's assuming a parental role over Ben, nothing more.

OveractiveMind- Who said anything about that? All I said was that he was Meex's old boss, a.k.a. she used to work for him. Garen is and has always been the station's boss. And I am not making this a Ben and Gwen romance. Gwen is simply taking a more parental role over him, is all.

CodeLyoko- The Power of Shine Compels You!

Sorrowful-Ragdoll- Heh, I'm starting to feel like the cookie monster.

Dark Arbiter- Well, you're in luck. Kevin is in the next chapter.

Death's Pet Fox- No, no. Gwen and Ben do not get romantic in any way! Yuck.

DizzyTech- Glad you're enjoying it so much.

AirGirl Phantom- Funny you should mention that………

Raifiel- Yes, one must always add more questions. With the amount I'm bringing in, though, I'll probably need a sequel, just to answer them all.

Shewhodanceswithdragons- No problem. Gotta keep the readers happy.

Uber Spoonz- I try and update within a week or so, so you usually won't have to wait long.

And now, chappa.

Chapter 10: Awakening

"What's happening to you?" Gwen bit her lower lip.

"I…….. I don't know….."

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Her steps were quick and decisive as she made her way down the silent hall, the sound of her claws hitting the floor echoing off the walls. The quietness unnerved her slightly, due to silence being a highly out of place occurrence on the usually bustling research facility. At the moment, however, most of the personnel aboard the station had yet to leave their quarters, even though the alert had been lifted already. And thus, the creepy lack of sound.

She tried not to think about it, instead focusing on her goal, the door at the end of the hall. Her blue eyes shifted to look at the person guarding the door, the commander of the security aboard the station and most likely the only Repromag with a mustache she would ever see in her life, Commander Morrigan. Speaking of such, how the heck did he grow that thing, anyway? As far as she knew, his kind weren't able to grow facial hair, or hair of any kind, for that matter. She had a sneaking suspicion that it was fake.

As she attempted to walk past him and into the room, the purple-skinned lizard stopped her with a paw on her shoulder. She looked to him quizzically.

"Ah wouldn't go in 'nere if ah were yew, little missy." he warned in his thick accent, which was strangely reminiscent of the accent found in the southern part of Earth's United States, Texas specifically. She snorted in response.

"I'm sure I've seen worse, Commander." She shrugged off his paw, reaching for the door button. "We're in a war, after all." He grabbed her paw.

"Trust me," he warned again. "This is a whole differnt kinda ugly." his voice was dead serious. "Yew don't want ta see it." She pulled herself from his grasp, pressing the button with a sense of certainty.

"How bad could it possibly- WHAT IN THE!" Her jaw dropped at the sheer carnage that was displayed before her, in the form of Gwendolyn tearing through what could be a considered an army of food of varying shapes, sizes, and colours. Some of it appeared to be alive. Wait, were those lobsters? The Phantalin paused in her rampage of consumption to look up at her guest, juices of questionable origins (1) leaking from the slavering maw that had formed in her midsection. Slowly, the ghostly devouring machine started towards her, apparently getting the sudden craving for fish.

"I-I'll come back later." The door slid closed again.

"Told yew." Morrigan shook his head. "But they nevar listen ta 'ole Commander Morrigan, do they?" he mused, apparently lost in some random memory from his days on the front lines.

"Uh, I'm gonna go now." she motioned to the hall she had come down to reach Gwendolyn's door. Morrigan nodded.

"Yew want me ta give yew a call when she's feelin' more sociable?" he offered.

"Yeah, sure." she replied, still slightly shaken as she started to make her way back to the Main Hub.

Takin made a mental note to give Gwendolyn a wide berth for the next few days.

---------------------------

Max shifted nervously as he and Meex watched the clearing in front of them, where Garen, the Mikarin's boss, would be appearing any moment. He was reluctant to trust this guy again, considering what had happened the last time, but knew he had no choice. The funny thing was, he had no idea what Garen looked like. They had never met in person, and the reception of Meex's communicator wasn't the best ever, which only gave him a static blob to go on. Quite frankly, he was scared stupid of meeting the alien that had had so much influence on his life.

"So, uh, Meex," He tried to fill the silence. "What should I be expecting out of your boss?" He turned to look at her. Meex looked thoughtful.

"The only piece of advice I can offer you in that department," She said slowly, choosing her words carefully. "Is to not be deceived by his appearance." Max was annoyed by this.

"What's that supposed to mean?"

"It means," Came a high-pitched voice from behind them. "That not everyone is what they appear." Max spun around, his fists raised for a fight, coming face to face with a dirty-brown Hounin with black lips and……… a janitor's cap? The Hounin let out a series of short, throaty growls that served as it's version of an amused chuckle. Meex placed a hand on the agent's shoulder, he slowly dropped his defensive stance.

"Garen, I presume?" He addressed the Hounin, more than a little surprised. It tilted it's head to the side slightly, seemingly amused again.

"Now, what did I just tell you?" The voice came back as the Hounin's cap lifted, revealing a Binarai. It came out from underneath the cap and hopped down to the Hounin's nose. "Garen, Head of Mertak Research Facility." He then gestured to the Hounin he was standing on. "And Veltran." Veltran let out a growl and nodded.

"Agent Tennyson," Max stuck his hands in his pockets. "But you already knew that."

"Nice to finally meet you too." Garen chuckled, before turning to Meex. "How're things going down here?"

"Badly." Meex shook her head, hands on her hips. "We're pretty sure the Hunter-killer is after Ben and Gwen, whom we still have yet to find, though we did find a cave they stayed in." Garen nodded, taking it all in.

"Anything else?"

"Just one thing." the crystalline alien glanced at Max. "Max here thinks they might have tangled with the hunter-killer…." She trailed.

"But something was off." Max continued where she left off, staring at the ground. Garen looked at him, waiting for the elderly agent to continue. "It's hard to explain…."

"What do you mean?" Garen pressed.

"You see," Max started to explain, speaking slowly. "I think Ben went HeatBlas- Combronite," He quickly amended, knowing Garen probably had no idea what Ben had named his alien forms. "To fight the robot, but it all seemed too neat." He looked up, motioning the area around them. "There were scythe marks all over and laser blasts everywhere, but hardly any fire damage, which is unusual for Ben." Garen's eyes widened as he realized something.

"When?" he asked, urgency in his voice.

"Well, Ben's always been a little messy when it came to fight-"

"No!" Garen cut him off. "When did he fight the hunter-killer?" Garen's intensity caused Max to step back in surprise.

"We think it was yesterday or the day before." He narrowed his eyes suspiciously. "Why?" But Garen didn't hear the question, as he was lost in his thoughts, pure horror written across his face. He snapped out of it a moment later, staring intently at Max.

"I think it's time we had a talk….."

---------------

Daverik smirked to himself as he examined the restraints on his wrists, which were keeping him from raising his body temperature above it's base heat. These things practically made him helpless. Perfect. After all, when you assume that someone is helpless, it makes them all the more dangerous.

Smirking again, he reached behind him, discreetly tapping on the floor and listening for the hollow sound that would tell him he had found the hidden panel. A moment later, he was quickly assembling a crude, but powerful, communicator.

"Get me Slix." He ordered his underling on the other end. She gave a hasty 'Yes, sir' and did just that.

"Daverik?" The Combronite smiled as the newly rebuilt Slix Vigma (2) addressed him.

"That's right, Slix." Daverik chuckled. "I'd like to proceed with our……… business arrangement."

"Ah, yes." The robot recalled, greed filling his voice. "I will send your order to agreed upon location." Daverik frowned.

"I'd like you to see it there personally, actually. This is too important to botch up." Slix appeared hesitant.

"And my payment?" he inquired.

"Will be waiting for you when you arrive." Daverik promised. "But only if it's you who arrives." The mechanical business man relented at this.

"Very well." he agreed. "But I want a little extra for this; it's not every day I personally escort a delivery."

"Don't worry, you'll get it." Daverik flipped the screen closed. "You'll definitely get it….."

-------------------

"Torgon here." He flipped open his com, not surprised to see Daverik.

"The deal is on." The flame-headed prisoner said simply. "Slix will meet you with the delivery where we agreed; you know what to do." with that, Daverik cut the connection. Torgon grinned his toothy grin as he plotted his new destination into the ships computer; If what he'd been told was true, things were gonna get real fun, real soon.

--------------

"You ok, Ben?" Gwen glanced to her cousin, her question rather redundant. Sweat was rolling down the brunette's forehead as he limped next to her, she supporting most of his weight, his breath coming out in short pants. (3) His eyes were bloodshot and half-lidded, his skin a sickly shade of white, almost to the point of being transparent. On top of that, his whole body was trembling with effort as he barely held onto consciousness and he had become oddly skinny, due to his barely eating the past few days, making him look even more frail. Still, he managed a weak nod, indicating that he could go on.

Gwen didn't like his answer, as it meant he was going to keep pushing himself, despite his terrible condition. She knew trying to make the boy stop before he wanted to would only make things worse, too, since he would simply try to walk on his own anyway, showing the stubbornness he was so well known for. At least if she let him go until he wanted stop, he'd have some help.

"Gwen…." Ben stopped walking, his head down. His eyes started to tear up.

"What is it?" She looked at him expectantly, slightly surprised by his speaking, since he hadn't said a word for quite some time.

"You…." He coughed once. Twice. "You should just leave me." he whispered so lowly that Gwen almost didn't make it out. When she did, however, she was taken aback.

"W-What?" she stuttered, unable to believe her ears.

"Leave me." He stated again, slightly louder this time. Gwen's face twisted into anger.

"You want me to leave you out here?" She hissed. "Are you nuts?"

"I'm just holding you back." Ben slowly shook his head. "If you don't leave me, there's no way you'll be able to avoid that robot and Grandpa." He coughed again. "It's the only way."

Gwen didn't answer, but, instead, began to walk again, pulling Ben along with her as she stared straight ahead with steely determination.

"Gwen?" She didn't respond. She just continued to walk. "Didn't you hear me?"

"I heard you." She huffed, exerting a bit more effort to help hold up even more of Ben's weight. "And I'm not going to leave you out here to die." She frowned deeply.

"But-" Ben's weak protest was cut off.

"I know there's a killer robot after us, Ben. I get the concept." She snorted. "Now you get this concept." She began to pull him along slightly faster. "We're family, Ben. I don't abandon my family, no matter how idiotic and self-pitying they get." she sent him a pointed glare. "Through thick and thin, forests and swamps, Ben. I'll drag your butt as far as it takes to get that through your head."

"But, why?"

"Would you leave me?" She avoided his eyes now.

"…. no." he looked down again, realizing what she was getting at.

"Exactly." The red-head affirmed. "And I'm not about to leave you."

"Gwen, I'm-" Ben stopped in mid-sentence, his eyes going wide.

"Huh?" Gwen stopped, looking at him. "What's wrong?"

"It's found us."

--------------------

This was not Maxwell Tennyson's idea of 'A talk'. No, A talk was something you had while sitting down, or perhaps while taking a leisurely stroll. In a talk, most everything was said clearly, at a comfortable volume. In a talk, you had the other person's undivided attention, and vice versa. Having a Binarai shout at you while trying to direct a Hounin through a forest at breakneck speed while you're hanging on for dear life is not, by any definition, 'a talk'.

"-AND WHEN WE FOUND OUT THAT THE OMNITRIX HAD STOPPED EMITTING A SIGNAL," Garen shouted over his shoulder, continuing his explanation of the recent events from his end, which answered a lot of questions for the ex-plumber. "WE KNEW THAT IT COULD ONLY MEAN THAT BEN WAS LOSING HIS ENERGY IN DANGEROUS, PROGRESSING INTO FATAL, AMOUNTS!" Despite his difficulty in hearing the Binarai, one word in particular stuck out to him.

"FATAL?" He yelled back, suddenly a whole lot more worried for his grandchildren. "HOW DO WE STOP IT?"

"AT FIRST," Garen stopped yelling for a moment to duck under a branch. "WE HAD NO IDEA WHAT WAS EVEN CAUSING IT, BUT GWENDOLYN FIGURED IT OUT." The small alien let out a yelp as Veltran came to a sudden stop, sniffing the ground, before shooting off again. "THE REAPER'S GONE ACTIVE BEFORE ITS TIME!" Max nearly lost his grip upon hearing this, his eyes going even wider. He opened his mouth, but no sound came out. For the first time since the kids had run away, the agent realized that he was in danger of losing them. Forever.

:Flashback of extreme jumpiness:

"And that brings us to the subject of what we like to call the 'Reaper'." The Phantalin at the head of the long table cleared the schematics of the weapon they had just been discussing from the screen, replacing them with schematics of something that looked human, but obviously was not.

"What exactly are we looking at?" Max, at forty-seven years of age, asked curiously, but with distrust all the same. These aliens they had allied themselves with were always coming up with insane ideas, usually at the cost of human resources.

"The yin." She replied evenly, her green eye seemingly gleaming with pride as she glanced at the screen. "The other side of the coin." She chuckled at some joke the humans in the room failed to grasp.

"Are you going to speak in riddles all day?" Captain Ferguson glared at her, seriously annoyed. "Or are you gonna tell us what the heck you're asking us to lend our aid to?" He never did like aliens.

"The weapon you just saw, 'Omni', is the yang, Captain." She gave a semi-straight answer, just to tick him off. "That weapon, in conjunction with the 'Reaper', would be nigh unstoppable." She made a sweeping motion with one arm. "Able to rip entire armies apart with no outside aid." She placed her claws on the table top. "Able to stop Vilgax for good." The Head of the Plumbers stood.

"What do you need from us, Gwendolyn?"

----------------

"Unless the Reaper is fully developed, which it won't be at it's activation," Gwendolyn warned, stressing this highly important point. "It will go into a frenzy of energy absorption, draining the holder of the Omnitrix." Max was confused by this.

"But," he interjected. "I thought the Reaper was like a generator?"

"It is." Gwendolyn nodded. "But only when it's fully developed. And, as you know, that's only one of it's purposes." She continued with the explanation.

------------------

"Hey, I was wondering." Max got Gwendolyn's attention as the meeting was drawing to a close. "When you said the Reaper would drain the holder of the Omnitrix, what did you mean?"

"Oh, that." Gwendolyn grabbed a piece of chalk from the table, turning to the chalkboard to illustrate. "You see, the Omnitrix its powered by it's holder. In the same way, the Reaper is also powered by the holder of the Omnitrix." She drew a few simple schematics to aid her explanation. "Now, when it's fully developed, the Reaper will generate so much energy that the holder of the Omnitrix will feel no ill effects. However, an underdeveloped Reaper will produce no energy for the holder, instead gearing it all towards developing itself."

"And that means?"

"It means that the holder will feel anywhere from tired to sickly until the Reaper is done developing, provided the holder is full developed itself."

"And if he weren't?"

"Well…….. It's possible, I suppose, that the energy drain would be too much for the underdeveloped body of the holder and the holder would thus……. Give out."

"Give out?"

"Die."

:End 'o flashback:

-----------------------

"GWEN!" Everything seemed to move in slow motion. The scythe completed its terrible arc. Gwen slowly, ever so slowly, was lifted from the around by the force of the blow, her skin sliced open, her eyes wide with shock and pain, tears staining her cheeks. A trail of blood ribboned lazily after her, matching the blood that now coated the scythe rather well. The scent of it filled the air as Gwen twisted in the air, spinning slowly, like some sort of grotesque perversion of a ballerina, the blood twirling around her as she spun.

She let out a small gasp when she hit the ground, more blood erupting from her wound and splashing to the ground. Ben was frozen where he lay on the ground, where Gwen had dropped him when she tried to defend him from the robot. He felt so helpless, not being able to get up and help. And oh so angry. And he snapped.

--------------

Veltran stopped at the edge of a clearing, not daring to move any closer. Max immediately jumped off and, seeing Gwen lying on the ground, covered in blood, tried to run to her, only to be stopped by the Hounin's paw.

"We're too late." Garen whispered darkly. "It's awake." Max followed his gaze, gasping at what he saw.

Ben stood in front of the robot, head down, bangs covering his eyes. His stance immediately brought to mind a marionette, with his limp arms and bent knees. That's when the first wave hit. A rolling wall a raw power, radiating from Ben.

The robot didn't seem to notice, instead pulling back its scythe for a swing at its unmoving target.

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Ok, now things are getting interesting. I have been waiting since the start of the story for the next chapter. You guys are gonna love it.

(1)- That was probably not the best way to phrase that.

(2)- He's from the episode 'Grudge Match'. He's version 2.0, since the original was bashed by Kevin.

(3)- Because it's not the right weather for long pants.