Sorry for the horribly long wait! I'm glad to be back, though, and the updates will return to normal from now on. Maybe sooner if I can? Thank you for all of your guys' patience and support, you all are amazing! :)

PhineasFlynns: I'm sorry! *hands tissue* The mean writers of this episode and the hopes of having a realistic BeVin relationship build-up made me. I'll make it up to you :3

Guest: Here is more! Just a bit late, sorry...

WolfSoulProduction: Aw, thanks! Was it? This chapter definitely wasn't earlier, sorry! And writing Benlie is like watching Lucien shoot my dog, I'm afraid.


The sleek white cart sped along the tracks, roller coaster diving down from the peak of the ride. The metal tracks rattled as it ghosted across them, people on it screaming as they zoomed past.

Ben glanced at Julie. Strands of her short hair fell into wide brown eyes, head turned upwards to catch the full roller coaster in her sight. He smiled slightly when she looked at him, and Julie returned the grin.

"This looks fun," Julie commented. Ben stared at the ride, stars peaking out from the gaps in the metal poles that held it up.

"Especially if you don't mind wrenching G-forces and waves of nausea," he joked, and she giggled.

"Are you saying you don't want to ride it?" She nudged Ben with her elbow.

"No," he amended. "I'm saying its a good thing I didn't get us the cheeseburgers." She giggled harder this time, just as several excited screams came from the barreling cart. He caught a glimpse as it blurred down the sloping tracks, blinking slightly as the contraption flickered in the dim moonlight. Ben looked closely, watching a black film cover the glinting metal, strings of green lines spanning over the ride that hadn't been there seconds before.

Ben blanched, and Julie stopped laughing. "Ben?" She asked. "Are you okay?"

He cleaned up his expression with a forced grin. "Me? I'm fine. No problem." The reassurances didn't sound very reassuring. "Listen, maybe we should skip this one."

"Ben," she drawled teasingly. "Are you hiding something?" The omnitrix felt heavy on his wrist.

"No, no," he dismissed. "My life's an open book. Just your basic regular guy." The black faded from the roller coaster as he watched. Ben held in a sigh of relief that was short lived, his watch swiveling his eyes to the side. His vision fell on a model jet plane, supposedly a small ride that had an "Out of Order" sign tied to one of its wings. The plane's grey covering turned to black, green webbings making patterns that he couldn't read.

She followed his gaze. "What are you looking at?" Julie questioned. "That ride's broken." He grabbed her arm, and she turned quickly back to him, confused. He started to pull her away and it wasn't a second too soon, the jet sparking to life. The few people nearby yelled out, and Ben pulled his friend away as fire blasted from the model's engine and filled the night with smoke.

The two ducked behind an empty concession stand, Julie's pink jacket soft underneath his fingers. He pulled his hand away. "Sorry."

"For what?" She muttered, breathing heavily. Ben winced as the omnitrix made itself known with shrill beeping, and she watched as he stood. "Where are you going?"

His mind faltered, looking for an excuse. "Uh, bathroom?" Ben left it at that as he sprinted away, and the layout of the pier sparked in his mind. He made his way to the bathrooms, hiding behind the shack, back pressed against the wooden walls.

Ben switched on the omnitrix with a push of the side buttons, the bright holograms popping up from its hourglass interface. "This looks like a job for Jetray," he decided, selecting the Aerophibian, but the ground trembled as he tried to push down on his watch.

A boom sounded over the pier, loud noise covering over the endless mantra of beeping from his device for a fleeting moment. Ben heard as the rocket took off into the air, stumbling over as the Earth rocked on its axis. The holograms switched as his watch was smacked against the floor, and Ben was swallowed by green.

His skin hardened, fingers becoming indistinguishable as they morphed together into large claws. Ben's brain expanded rapidly in his skull, pupils becoming lost in his eyes. The flash dispersed and left him veering in the dark, suddenly standing on more than two legs, and he realized the omnitrix was just as surprised at the transformation.

The Cerebrocrustacean blinked. It was a tiny movement that compensated for the whizzing of his thoughts. He teetered on his pincers, feeling like ten year-old Ben in Grey Matter's skin, like someone had taken a human brain and put it into a pigeon's head- and he was the pigeon.

An endless amount of information he had never learned flooded into his now humongous brain, and it took each piece in, hungering for more. He was a thing that survived on knowledge and retained every bit of it. He could see the outcome of every move to make, could calculate mental measurements of every object in his sight, find the constellations hidden in the wide field of stars overhead and list the planets hidden in the folds of space, he could-

He could do anything.

The crab-like alien grunted, disentangling himself from streams of thoughts that wrapped around his mind like clingy Morning Glory vines. "I'm not Jetray," he squealed, voice higher pitched and tinted with an air of snobbishness. "I'm a seafood platter. And, apparently, one in possession of a highly advanced intellect." A belt of metal wrapped around his middle, and the face of the omnitrix glinted from his waist. Or, at least, as much of a waist as he could have in this form.

He clicked his claws together, savoring the sharp snap that it created. "Ergo, perhaps I should assign this new life form a more apropos nom de guerre." It was a tradition, wasn't it? "Brainstorm," he purred out, and his omnitrix was a small presence in the back of his spanning mind that hummed in affirmation.

The jet shrilled noisily above him, and Brainstorm turned, only seeing the edge of its pointed nose as it floored him. The Cerebrocrustacean clambered to its pincers, tasting the coiling tendrils of smoke left behind from the dive. He felt dizzy, shocked that he hadn't seen the move coming. There were limits, it seemed. Disappointing limits.

"Now I am most decidedly miffed," he shrieked, and instinct kicked in. The plates of shell covering his head slid back smoothly, exposing the pink tinged flesh of his brain. Electricity sparked from the organ, shooting up into the sky and to the offending model plane. It dodged them easily, and he could heard the happy whistling it gave.

"What the deuce?" Brainstorm stopped the onslaught, being retaliated with laser blasts. It was maddening. According to his calculations, ones he had made in his human form thanks to the alien device strapped to his skin, the old plane ride had been incapable of simply rocking back and forth extensively moments before. Now it was able to fly around like a real jet and shoot alien lasers. He hadn't been aware whatever alien life possessing it was able to moderate and even expand upon the basic design of its inorganic host.

He caught a small gasp that came from behind, spying the Yamamoto girl hiding behind the shack mere feet away. Strangely annoyed, Brainstorm reached out with his newfound telekinesis, enveloping the human in an incandescent force field. The yellow span of energy shaped itself into a sphere and lifted into the ground, protecting the shouting girl from any abstract laser blasts as she was transported to the other side of the pier and away from battle.

He turned his attention back on the attacking plane, shooting that same wave of energy. It broke through any opposing blasts and hit the jet, sending the model farther into the air. The broken mess made a wide arc across the starry sky, carrying a thick trail of smoke with it before crashing into the deck. It skidded across the wood, falling over the edge of the pier and tumbling into the dark waters.

He waddled over to the crater it left. "And good riddance, might I say," Brainstorm gloated to himself, turning his back on the drowning wreck.


He met Julie at the near end of the pier, heart pounding from the run across the whole carnival. Strangely, he wasn't nearly as tired as he should have been, stamina surprisingly strong. Ben brushed the thought away, giving his date a wide smile.

She didn't bother to hide her exhaustion, chest rising up and down spastically. Her black hair was mused about her face, a layer of sweat coating her forehead, and she distinctly looked like she had just finished an hour long tennis match. "Did I miss anything?" He asked, faking surprise.

"What?" She gaped at him, and he felt almost cruel. It wasn't his fault all these amusement park rides decide to declare war on him, was it?

"Are you okay?" Ben went for the concerned approach, and it wasn't that staged. Being carried through the air in a bright yellow bubble after witnessing a battle between a space crab and a rocket ship was bound to screw with your sense of sanity.

She stuttered through a response. "Wait, you- you mean you didn't see it?" And the guilt pressed on.

"See what?" His watch chimed in just in time with its spot-on impersonation of his alarm clock, and the interruption was followed by a mini earthquake. Behind him, the lake trembled, waves rising and falling against themselves as something broke their depths.

She pointed, backing away. "That!" Ben turned. It was the alien's best amusement ride claim of the night, and he distinctly wondered how it had managed to possess the whirling cart ride without him noticing. It stretched into the air, carts hanging from its long metal arms, sentient pulses of technological waves messing with his watch.

The alien reached over and scooped Julie into a seat, kicking under her legs and bringing her up. Ben shouted out as the ride strapped her in, holding her above the panicking waters. "Ben!" She screamed, teetering uneasily in the monster's hold.

The thing lashed out with another of its arms, Ben barely rolling out of the way in time. Its empty cart thundered against the wooden ground, creating a large hole in the deck. The surrounding area of the void shook, and their weakness combined with his weight caused the planks to fall. His hands grabbed onto the edge of the wood, Ben holding himself up as his legs dangled over the edge, feet kicking away at empty space.

He could hear Julie calling his name but couldn't look, listening as the screams got quieter with distance. Ben's arms shook at the strain, giving in within seconds. The teenager fell back-first into the recoiling waves, cold water hitting him like a concrete wall and pulling him deeper under.

Shock washed over him along with a rush of adrenaline, vision swallowed by black. The omnitrix was a dim green glow in the darkness that forced his mouth shut, battling against the instinct to yell out for help. Ben sluggishly tried to righten himself, tried to swim to the top, tried to grab ahold of the situation.

The watched lessened its hold, directing its attention to activating as he seemed incapable of the action. He breathed in a mouthful of water against his will, arms struggling to breach the surface. His attempts faltered slightly, Ben yelling out for help, his words bubbling around his ears. The salty water stung his tongue and rushed through his throat, staining his mouth with its taste.

Ben found himself drifting under, but it had more to do with a sensation of surprise. There was a timer running in the back of his mind, telling him he had been under for over two minutes, and three quarters of that time he had been breathing water. Yet, he wasn't drowning. He was still alive, fully conscious, spiraling under the weight of the lake.

His feet touched the ground, landing on hardened sand. Ben's watch had long since stopped trying to activate itself for him, instead observing the situation like the average, brainless machine that it wasn't. He wasn't breathing, but he wasn't dying. He was a little boy at the bottom of the lake that should be dead but wasn't.

Ben finally moved his hand to his watch, and it flickered to life under the water.


Happy Valentines Day!