Disclaimer: I DO NOT OWN BEN 10 OR AVATAR THE LAST AIRBENDER. THEY BELONG TO THEIR RIGHTFUL OWNERS.

Hey guys, oh look an author's note - in the beginning of the story, how rare. anyway, uh - yeah. Even though I added THAT SCENE in the nineteenth chapter and carried it out in the twentieth is the only time I use it. I am full aware that a lot of writers on this site use THAT tactic to generate drama and often I will scold that. In the beginning when I first planned it, I knew right off the rip that this story was going to be dark and I had no idea that this story will be popular amongst the crowd. So for the people that read that, I apologise for what you have read. So if you have any comments or concerns you are free to PM me or review. I will get up to you immediately.

Anyway, I hope you all enjoy this chapter as much as I had writing it! Please always leave reviews, they are always appreciated. Thank you!

XXI: Toph's Visit

Ben led her to his room. Azula had many questions about him - many, many questions. But which ones to pick? She does not know until suddenly she remembered something. Ben transformed right in front of her eyes and saw the watch. Ben quickly noticed that Azula could not stop looking at his Ultimatrix. He quickly ignored it and focused on her only, but what to say about her and her "motives" for him? He does not know. It was difficult to read her.

"Ben?" Azula began.

"Yeah what's up?" Ben answered.

"What is that thing around your wrist?" Azula asked, "Is that the source of your power?"

"How could you guess?" Ben asked, trying hard not to sound suspicious.

"I saw it absorb into your skin, transforming your body into this being you named as Clockwork," Azula said, "Are you...cursed? Or gifted?"

Ben smirked, "Both."

"With all this power, you don't seek control? You don't seek to conquer your enemies and name yourself king?" Azula asked, knowing where she was going with this.

Ben nodded, "Well, my grandpa always says this, 'with great power comes great responsibility'. I just wish that I could see him again," said Ben.

"You're grandpa sounds like a good man," said Azula shocking Ben, "When I was growing up, my mother scorned me because I accidentally burnt Zuko's hand. She saw me as a monster. A demon risen to spread chaos and disorder - maybe she's right. She was right all along," she said, "I always had the need to spread my pain and fear into others because of what my mother thought - of what my father had thought and raised," she said, "Why would you of all people help me?"

"Because its the right thing to do," said Ben getting on his knees, "Listen whether its good or bad, everyone is destined for greatness even for all the wrongs they have caused."

"What?" Azula asked only for her to feel Ben's left hand caressing on her silky, raven black hair.

"Azula, by all the wrongs you have done, I see you that you are looking for something...something that you have never thought you will ever be able to achieve."

"Ben?"

"I believe you can achieve greatness," said Ben kissing her on her forehead, "Now come on, let me get you to..."

"Ben?" Azula stopped him, "You really think so?"

Ben nodded, "No. I know." he said opening the door to his room with a sweet smile on his face. Ship, happy to see Ben jumped on him and tacked him down to the ground like a play-hungry football jock. Azula was wrong about him. He was not some guy sent here to destroy the nation, or the type of guy who would have a prejudicial attitude towards another race of people or so forth, he was special. He was different.

~With all of this power, you choose to be a god amongst men~ Azula thought, ~You choose to guard the lives that matters to you and others alike no matter who they are~.

Watching Ben playing with his pet, she paused. Remembering a week ago when the creature jumped in front of Ben and blasted a powerful blast that could incinerate anything in its kill range - a warning blast that is until Ben jumped over it and transformed into Big Chill. Ship took one glance at Azula, a minute glance of fear specked around its circuits. But learning from Ty Lee, he learned that she was not that bad at what he first thought. Ship slithered out from Ben's grip and crawled towards Azula.

Azula kneeled down as Ship suddenly jumped on her licking her electronically. Despite it being electronic, Azula can still feel the wet slobbers from the machine. Ship tackled her down, making her to laugh. Ben joined in and had a play fight with her. The long living enlightenment lasted until the both grew tired.

That night, Azula's eyes did not shut. She was sleepless. Due to what happened, she does not know whether or not she would ever sleep again - but in a similar in, sleeping by her was the boy she thought she hated - turns out that she was wrong in all accounts. This boy saved her. For the very first time, she was feeling something within her. It was not hatred or greed, conquest or destruction - the feeling she felt was warm, not blister. She cuddled around him, wrapping her arms around Ben trying to at least get some sleep. But she couldn't help but think. Why?

Ben had protected not only Ty Lee and herself, he protected the people...the innocent. Not only from the State or from wandering thugs, but from her. But at other times, he would save her, compliment her, comfort her.

Was Ben the real enemy? - or was it she?

~I was once dead, and now I'm alive~ Azula thought caressing Ben's head as the moon brightens the night, shining its ever so eerie glow upon her like. ~For what I reap, I shall sow, and I blame you not for all of this. For thou art the savior for all walking men and the mourner who weeps for the dead. For I shall save you from my wrongs and bring you to the light where thou belong~

Azula kissed Ben goodnight finally getting some rest and for the first time, the stars had appeared shining strongly guarding the two young people's lives as they sleep through the endless night.

"Having trouble sleeping aren't we?" asked a new voice. Azula woke up immediately to see a man wearing a lab coat with goggles on his face. What was scary was that Ben was missing.

"Where's Ben! Who are you..."

"An acquaintance of young Ben Tennyson," said the man, "My name is Professor Paradox? Gumball?" he asked offering her a red gumball

...

Running to the palace walls, a young earthbender, now cloaked by the state of the art plumber's technology was on a mission to get Subject: 5B10 also going by the name: Ben Tennyson. By using the high tech weaponry supplied by Kevin and the mana pills supplied by Gwen to improve on her sight, Toph was "unstoppable". She was at the gates surrounded by Fire Nation guards. Now the smart thing to do was to sneak abroad, but since this is Toph we are talking about, that's not the case now is it.

"Hey Fuckers!" Toph yelled.

Two Fire Nation soldiers looked away to search for the sound only to find a young girl, now uncloaked leaping towards them and delivering them a spectacular butterfly kick to the lower jaw to the first guard. The Second Guard pryokinetically shot rapid blasts at Toph. Toph ably dodged them, leaped forward, wrapped her legs around his neck and slammed him to the ground knocking him out only to be met with two more guards. Toph, even though she could use bending tequeniques did the following: absorbed the matter from the ground and formed a mase, much like Kevin, and dashed her way towards the Guards. The guards fired beams at her which she absorbed thanks to the technique Kevin showed her. She used her third sense to spot an up coming threat. she jumped over them and smashed both her feet at the first man she saw point blank in the face, hopped away from the man's head and launched earth projectiles at another man's stomach and landed on her feet only to meet another guard with a fiery fist trying to roast her. Toph thought quickly; the man fired projectiles of fiery beams at her, Toph jumped over the man and smashed her right foot at the man's right cheek bone, smashed her left foot at the man's disjointed face forcing him to fly backwards then to end it all, Toph launched a pillar and blasted the gates.

The bells went off. Toph activated the cloaking device again, but then was caught by 200 guards armed and ready. General Zhao had his arms crossed, his hands crossed with a smug look across his face.

"Toph Beifong, we meet again," he said.

"Two Hundred Firebenders and a noobie? Wow you are a failure!" Toph said.

"But today I'm going to succeed! When the Invasion occurs, you will lose - and you will die!" Zhao laughed.

"We'll see!" Toph said popping her knuckles, earthbending a piece of the sidewalk and forming a sword-shaped weapon.

"Who's first?" Toph asked.

...

At the other end of the palace...

BOOM!

Zhao was blasted a good several feet before he crashed to the wall. Thousands of Fire Benders attacked at once.

"Shit," Toph whispered.

"What was that?" Gwen asked from her Plumbers' Badge.

"Nothing!" Toph yelled as she ran to the hallway, "I have infiltrated the base," she checked her badge, "Target is 9.23 meters," she whispered.

"Then you know what to do. Go! And when I say use stealth and the cloaking device - I MEAN USE THE CLOAKING DEVICE!"

"Sorry," Toph said nervously, "It was fun when I did it though."

"You're just like Kevin you know that!" Gwen asked.

"Yep, how'd you know!" Toph joked.

Gwen groaned.

"Just find Ben and hurry. Some guy named Bato is going to meet us at the docks in the dawn of the Invasion!" Gwen said.

"Got ya!" said Toph.'

...

There was a loud thud nearby making Ty Lee to wake up from her slumber, she looked out the window and saw a giant green glow in the distance. She recognized that glow before.

"Ben?" she thought.

Outside the plane, Gwen and Kevin were camping out for the night. Suki, Gwen, and Kevin were tracking Toph right now they had high hopes for her. Gwen was worried that she will mess up. Sokka on the otherhand was looking at a few Plumber Tech and how each of them work. He reached for a gun, a Null Void gun and tried to activate it.

"I wonder how it..."

"Touch it and I'll break you," Kevin threatened.

"You'll break me? I'm already touching it so, nyeh!" Sokka said. Kevin growled and was about sock Sokka in the mouth until Gwen used her mana to separate the two.

"You guys can fight when all of this is over!" Gwen told.

"I can't believe that you guys met over thousands of specimens," Aang said.

"I can't believe you can reach over to the Astral Plane with ease," said Gwen, "So you're really the last of your kind?"

"Sadly yes," said Aang, "Bit even though most of my kind has been wiped out has not stopped me from living. The monks would have want me to move on - so what happened to your grandfather?"

"It's hard to say - before we left to find Ben, Grandpa was captured and taken prisoner by Zs'Skayr's Guards. We were told that if we find Ben, and when we find him, we find it. And from there after we defeat it, the world will turn back to normal and he will be freed."

"We were told that we were suppose to help you guys defeat the Fire Lord along the way," said Kevin.

"We can do it without you and your friend," said Sokka before he was slapped in the abck of the hand by his sister.

"Forgive Sokka, he's a...'

"It's quite okay, my cousin was like that when we were kids," said Gwen.

"If I am not mistaken, you don't happen to be the Plumbers' right?" asked a new voice. Ty Lee rose from the bushes; immediately, Katara and the others gunned up for an attack. Kevin and Gwen, after hearing horror stories about what she can do and what she is affiliated with powered up.

"What do you want Ty Lee?" Katara asked firmly, "And make it quick."

"Where are you keeping Ben?" Gwen growled.

"He's fine - but I'm afraid he's in grave danger," she warned.

"What kind of danger and why are you telling us this?" Suki asked.

There was a brief silence - until something hit Gwen.

Those eyes, that fear - she looked incredibly worried. That was when it bogged her.

"You're friends with him?" Gwen asked.

"More than that," Ty Lee said, "I love him."

Everyone's eyes bogged open to the size of dinner plates - Aang's stomach was beginning to churn.

Author's Notes: Read and Review!