Author's note:

This is part 2. Part 1 was posted at the same time, so be sure to read that first.

August, Year 3 (Part 2)

Things had gotten a little better between Ben and Gwen over the course of the past week. They had somehow managed to avoid any alien or crime-related incidents since their beach day, and with no chance for Ben to use the Omnitrix, there had been very little to fight over. After having spent most of the summer bickering a bit more than usual, Gwen was glad they were finally getting back to being on good terms.

However, she still hadn't had that 'serious talk' that Lucy had suggested she have with Ben because she kept finding reasons to put it off. At first it was because she was still a little awkward around him, and then it was because she couldn't find a moment for them to be alone away from Grandpa. But after a week of no fighting, she didn't want to risk spoiling things by bringing up a sensitive topic. However, she knew their temporary peace could never last the rest of the summer.

On a warm summer day, Ben, Gwen, and Max were eating lunch at a table outside a small restaurant in the city. Ben and Gwen were discussing a show they'd stayed up late watching the night before when their conversation was interrupted by the sounds of tires screeching and police sirens blazing. A car, speeding away from the cop cars in pursuit, was headed straight for them. The Tennysons had just enough time to leap out of the car's path as it crashed through the tables and chairs set up outside the restaurant.

Ben stood and watched the cop cars go by with a determined look in his eye. Without saying anything, he held up the Omnitrix, ready to go hero.

"Ben, no!" Gwen shouted, reaching out her hand.

Ben looked over at her. "They're getting away," he said.

"It's probably nothing! Let the police can handle it, they were right behind them."

"So?" Ben asked. "I can handle it better."

"She's right, Ben," Max cut in. "This isn't an emergency. For all we know, it's just a guy who got caught speeding and doesn't want a ticket. You need to keep your Omnitrix usage to a minimum."

"Or it's a couple of bad guys with a hostage who will run over a dozen people before the police can stop them," Ben argued. "I'm not waiting around to find out."

"Ben, come on!" Gwen begged, but it was no use. In a flash of light, Ben went XLR8, and he was gone. "Ugh! That little…" Gwen groaned. With an angry, determined glare, she waved her hands to create a magic flying disk and hopped on top of it. "I'm going too."

Max sighed. "I guess I'll just wait here, then."

Gwen should've been worried about flying over people and using her magic in public without her Lucky Girl costume on, but she was too mad to think about that sort of thing right now.

He just HAD to do this NOW…

Even as she chased after Ben, Gwen was scanning the skies, looking for the next squadron of drones tracking Ben down. Looking for Ben was difficult for her since he was moving so fast, but luckily, she was able to follow the sounds of the police sirens, knowing they would lead her to Ben one way or another.

On the ground, the speeding car had finally run out of luck. It wasn't able to make a turn in time and was headed straight for a wall. Two passersby were in the way, and they screamed in panic as the out-of-control car sped at them.

A blue blur pulled them out of harm's way at the last second. The car hit the wall without hitting anyone else, but the driver and his passenger weren't so safe. XLR8 ran to the driver's side and pulled off the door, tossing it to the side.

From up in the sky, Gwen couldn't hear anything they were saying, but she saw XLR8 grab the driver and pull him out of the car. They yelled at each other for a second, then Ben subdued the struggling driver with a few quick punches before dropping him to the ground. The passenger opened up his door and fell out of the car on the other side.

The pursuing police cars pulled up. Armed police officers got out, aiming their guns at XLR8, shouting something at him. XLR8 shrugged, then sped off before any of the cops could react.

Gwen, who had been diving towards them on her flying disk, stopped herself when she lost sight of Ben. "Dammit," she swore under her breath. "Where did he…"

"Hey, Gwen!" a strange voice from behind her said.

"Whoa!" Startled, Gwen spun around. Stinkfly was hovering right in front of her.

"Didn't I tell ya I'd take care of them?" he asked, cackling.

"Ben?" Gwen said in surprise. "I thought you were XLR8."

"Oh, haven't you noticed?" Stinkfly said, tapping the Omnitrix on his forehead. "I'm much, much better at controlling this thing now."

Gwen had a sinking feeling.

Switching between aliens that easily was something Ben Ten Thousand could do.

"Ben, let's go back to Grandpa. Now."

"Geez, lighten up, will ya? I already took care of it," Stinkfly said. He flew off, doing flips and spins as he cackled through the sky.

"Oh, that's it…" Gwen flew after him. Reaching out with both arms, she telekinetically grabbed Stinkfly out of the air and slammed him down onto the roof of a building.

"Ow!" Stinkfly screamed, his many legs and wings squirming. He turned back into Ben as Gwen landed next to him on the roof. "What the hell, Gwen?!" Ben asked as he stood up, dusting himself off.

Gwen marched towards him, glaring. "I've had enough of this. That was a pointless and irresponsible use of the Omnitrix."

"No it wasn't. I saved people, like I always do!" Ben argued.

"No, you put everyone in the area in danger of getting hurt by those drones, all because you wanted an excuse to use that stupid toy again!" Gwen shouted.

"It's not a toy. The Omnitrix is the greatest thing ever invented. It's what made these summer trips so great in the first place!" Ben stepped forward, returning Gwen's anger with his own.

Gwen felt like she'd been punched in the chest. She wanted to say what she'd said to Lucy. The summer trip wasn't about the Omnitrix, it was about family.

About us…

But that's not what Gwen said. "I am so tired of that watch. Sometimes I think you care more about that fucking thing than you do about me!" Gwen yelled, fighting back tears as she glared at her cousin.

"So what? I can't help it. I'm a hero. And you used to be too!"

Gwen took a step back, looking shocked.

"Seriously, what happened to you?" Ben asked, advancing on her further. "You never want to fight crime anymore. You act like it's a chore. And you refuse to make any more Charms of Bezel. Why wouldn't you wanna do that? Don't you want them all? Don't you wanna be like Gwendolyn? Don't you-"

"NO!" Gwen interrupted him. "No! No, no, no, no, no!"

Ben stopped talking and stepped backwards in surprise.

"I never want to end up like her! I never want to have to see you end up like him! And I don't want to spend our lives fighting crime!" Gwen's face was full of fury, but it slowly softened as it filled with tears. "I don't want to do this anymore." She looked at Ben pleadingly, then covered her eyes as she collapsed to her knees, sobbing into her hand.

Gwen wasn't sure why she'd chosen this exact moment to confess all of this. She'd been keeping it bottled up for so long, and something Ben had said just made her shout it out all at once.

Ben was at a complete loss for words. Cautiously, he took a few hesitant steps forward, holding out his hand. "Gwen…" he said.

Gwen lifted her head up. Through her tears, she could see Ben approaching her. "I...I...I…" she began to speak. She desperately wanted to say more, to explain herself. But as she knelt there, struggling to speak and choking back more sobs, something appeared behind Ben.

Two robotic drones rose up from the side of the building. "NO!" she shouted again, shooting blasts of magic from her hands at the drones.

Ben jumped back and ducked, covering his head. When he got his bearings and looked up, he was surrounded on all sides.

"No!" Gwen repeated. "Not now! Not now!" she shouted, her face full of fury, but her eyes still filled with tears. She shot off a few more blasts of magic, causing more of the drones to explode and fall out of the air.

Ben went for his Omnitrix, a little slow to react. But before he could transform, he was grabbed at the arms and shoulders by three drones and lifted off of his feet. "Hey! Put me down, dammit!"

"Let him go!" Gwen screamed. "I'm not done!" With a wave of her hands, the drones carrying Ben were shredded, and he fell back down onto the roof. In her rage, she began blasting all the drones surrounding Ben, but she failed to see the drones coming up behind her. Before she realized it, they'd grabbed her the same way the others had grabbed Ben. She screamed and made a move to cast a spell, but before she could, she felt something prick her neck. One of the drones had injected her with something, and very quickly, her consciousness faded.


"Gwen!" Ben shouted in distress. Without looking at which alien was selected, Ben mashed the Omnitrix. Suddenly Diamondhead, he lunged forward, smacking drones out of his way as he rushed after the ones carrying his cousin. But the drones suddenly gained a burst of speed, jetting away. They were out of sight in an instant.

"No!" Ben shouted. He roared with more anger than he'd felt in a long time, rampaging across the rooftop and making short work of the remaining drones, smashing every one of them to bits.

When it was over, he turned back into himself. He spun in place, looking around him, seeing nothing but broken robot parts and carnage. He was hyperventilating. Gwen was gone. "No. No. No. I can't...I can't…" He shut his eyes tightly, then fell to his knees. "They weren't after her!" he screamed, slamming the ground with his fists. "They were after me. They should've taken me," he repeated to himself. He'd felt this before. It wasn't any better the second time around.

In a panic, he realized he couldn't waste another second like this. "No. I need to find her. I need to get her back." Turning into XLR8, he sped off the roof of the building to find his grandfather.

When he got back to where he'd left him, Ben found Max reading the paper. "Oh, you're back," he said, noticing the alien standing before him. XLR8 turned back into Ben, the fear and panic in his eyes immediately obvious. "What's wrong?" Max asked.

"They took Gwen," Ben said.

"What? Who took Gwen?"

"The...The drone things! They showed up, and, and, and they just took her!" Ben shouted. "We need to get her back!"

"And we will. Now, just calm down. We can…" Max trailed off as he noticed one of the drones had appeared above their heads, slowly lowering itself down until it was floating a few feet off the ground.

Ben screamed, running towards it, ready to smash it with his fists.

"Stop."

It talked, and it did so with a voice Ben recognized immediately.

"Do not destroy this one. I have a message for you."

"Vilgax," Max said, identifying the voice.

"Yes," Vilgax's voice said through the drone. "Surprised to hear from me again?"

"Not really."

"Give me back my cousin, now!" Ben demanded.

"I will," Vilgax said. "I do not care about this one. And in exchange, you will give me the Omnitrix."

"Fine," Ben answered without hesitation. He held up his left arm. "Here, take it."

"Ben-" Max said worriedly.

"I cannot remove it here," Vilgax said. "Come to my ship. Immediately." A screen popped up on the drone, showing Ben and Max a map with the location of Vilgax's ship. "Understood?" Vilgax asked.

"Yeah, got it," Ben answered. "But if anything happens to Gwen, I'll kill you."

The shock on Max's face was obvious, but Vilgax didn't react at all his drone flew away.

With a look of determination on his face, Ben held his hand over the Omnitrix.

"Ben, wait!" Max said. "It's a trap!"

"I. Don't. Care." Ben hit the button, went XLR8 once more, and sped off.


Vilgax's ship was located in a forest far outside the city. As soon as Ben arrived, he changed back into himself. No one was there to greet him, not even any drones. A hatch opened up and a metal ramp slowly extended downwards in front of him. He knew he should be prepared for an attack at any moment, but he marched up the ramp regardless, the look of determination never leaving his face.

As he walked through the hallways of the alien ship, he saw nobody. No robots, no aliens, no monsters, no crew. Cameras mounted on the walls and ceiling turned to follow him, and doors would open automatically to guide him, but aside from that, the ship felt completely lifeless.

Eventually, one last, gigantic door slowly opened for him, allowing him to step inside before closing behind him. Ben narrowed his eyes. Standing before him was Vilgax. He looked like he was in bad shape. More parts of his body were missing than before. They had been replaced with robotic parts, but even those looked like they were in need of repair. Next to him, Gwen was in some sort of force field cage. She was awake now, and sat there glaring at Vilgax.

Gwen.

When she saw him enter the room, a look of relief washed across her face. "Ben!" she said, standing up and putting her hands against the force field.

"Gwen!" Ben said, just as glad to see her.

"Stop," Vilgax ordered.

Ben halted his advance. He wanted to go to her, but he had to listen to Vilgax now. Glaring at his nemesis, he wordlessly lifted his arm, presenting the Omnitrix to him.

Vilgax pressed a few buttons on a control panel. A device that looked like a dentist's chair with robotic attachments rose up out of the ground next to Ben. "Sit."

Ben glared at Vilgax. He knew what was coming, but he knew he had to do it anyway. Complying with Vilgax's command, he sat in the chair. Immediately, his arms and legs were clamped in place.

"Ben! No!" Gwen shouted.

"I'm okay," Ben assured her.

The device's armrest forced Ben's left arm to extend. Several thin, robotic arms came out of it. They clamped down onto the Omnitrix, and a few of them dug into Ben's arm beneath it. He screamed in pain as the devices went to work.

Gwen started hyperventilating. "Stop!" she shouted, turning to Vilgax. "Stop, you're hurting him! Stop, please!" she pleaded.

Vilgax paid no attention to her, focusing only on the Omnitrix.

Ben screamed louder as the device began to lift the Omnitrix off of his wrist, ripping off large chunks of skin in the process.

"Yes!" Vilgax said, pleased. He stepped forward, approaching Ben.

Still locked in the chair, Ben was panting, having nearly passed out from the pain. The Omnitrix was off of him for the first time in years.

Vilgax clutched the Omnitrix and stared at it. "Finally."

"You got the stupid watch, now let us go!" Gwen demanded.

Vilgax looked up, finally noticing her again. He hesitated, probably trying to decide whether or not to just kill them both anyway. But instead, he nonchalantly reached for his control panel and pressed a few buttons. Simultaneously, Ben's restraints were undone and Gwen's force field prison was deactivated. "I have wasted enough of my life on you people. Go. Now."

Gwen immediately ran over to Ben, catching him as he fell out of the chair. "Ben. Ben! Oh my god, are you okay?" she asked, hugging him tightly. She gasped when she saw the bloody gash on his left wrist.

"I've been better," Ben said. "Did he hurt you?"

Gwen shook her head. "Come on, get up," she said, helping him to his feet. "Let's get out of here." Pulling Ben's arm over her shoulders, she helped him walk towards the door. "Let us out!" she demanded, wanting Vilgax to open the door.

Vilgax had lost interest in the two of them again, his eyes focused on the Omnitrix, holding it up close to his face and examining it. Suddenly, it started beeping, then turned red. "What?!" Vilgax exclaimed. "What is this?" he asked, shooting a death glare at Ben and Gwen.

Wearily, Ben smiled. "You know, I had that thing for a long time," he said. "And recently, I finally figured out how to really control it."

"Explain this. Now!" Vilgax demanded, thrusting the beeping red Omnitrix outward.

Gwen looked as confused as Vilgax, but much more afraid. "Ben?" she asked, worriedly.

"That," Ben said, "would be the self-destruct mode."

"What?!" Gwen and Vilgax shouted in unison.

"Gwen," Ben said. "Now would be a very good time for some magic."

Gwen's eyes opened wide in panic. Quickly, she shouted a spell, and a magical blue bubble of light surrounded the two of them.

The Omnitrix beeped faster and faster, the red light flashing like an alarm.

"BEN TENNYSON!" Vilgax roared.

There was an explosion, and everything went black.


Ben awoke in a dark room. He was lying on a bed, and could see a door on the opposite side of the small room.

Where the hell am I?

Waking up in a strange place like this made him nervous, but that quickly faded when he looked to his side. Gwen was curled up, hugging her knees, sleeping soundly in a chair by his bed.

Gwen.

The look on her sleeping face was so peaceful, Ben didn't want to wake her up. He quickly scanned the room, but had no way of determining where they were, or how long he'd been out. He realized she must have fallen asleep while waiting for him to wake up.

"Gwen," Ben whispered.

Gwen moaned a little in her sleep, but she didn't wake up.

"Gwen," Ben said, louder this time.

Gwen moaned again and fidgeted a bit, but otherwise she didn't move.

"Wake up, Dweeb."

"Eh?" Gwen uncurled in her chair and sat up, rubbing her face. She yawned and stretched before fully opening her eyes. When she did, she saw Ben lying there, completely awake and looking at her.

"Ben!" she said, grasping the situation. She stood up and ran to Ben's side, leaning over him. "Are you okay?" she asked.

"Probably. I usually am," Ben said. "Where are we?"

"A Plumber base," Gwen said. "A functional one this time," she clarified.

"And Vilgax?" Ben asked, rubbing his neck.

"...Dead," Gwen answered.

"He's survived a nuke. And the Null Void," Ben reminded her.

"That's nothing compared to the Omnitrix," Gwen said. "I don't know what Azmuth put in that thing, but the Plumbers are having a real hard time covering up an explosion that powerful."

The Omnitrix.

Ben's arm suddenly felt light. He lifted it up and looked at it. "Oh," he said, remembering how he'd ended up in a hospital bed. His arm was wrapped in gauze, and the Omnitrix was gone.

I don't believe it.

The look on Ben's face said it all. "They, uh, had to give you some skin grafts," Gwen said. "It should look good as new eventually, and the doctors said you should retain most of the function in your arm…" Ben didn't respond, continuing to stare at his injury. "Ben...Ben, I'm so sorry."

"It's okay," Ben said, but he didn't feel okay. "I...I'm sorry too." Gwen looked at him questioningly. "If it weren't for me and the Omnitrix, you never would've been in any danger," he explained.

"No," Gwen denied. "That thing had been attracting danger for years. And it was my choice to stick by you all that time."

Ben nodded to acknowledge her statement, but he still felt guilty.

I almost got you killed. Again.

He turned his head away from her and tugged at his bandages, trying to examine the wounds beneath them.

Gwen stood by his side in silence for a minute, quietly observing him. "Ben, I'm sorry," she apologized again.

"No, really. It's okay," Ben said, putting his arm down.

"No, I mean…"


Gwen twisted a strand of her short red hair as she chose her next words carefully. He'd given up his most cherished possession. The watch that had given him superpowers. The object that had made him a hero. The thing that had made him believe he was special.

He gave it up for me.

"Before, when we were on the roof of that building...I said you cared more about the Omnitrix than you did about me," Gwen said, looking deep into Ben's eyes. "I was wrong." Before she knew what she was doing, she leaned forward and gave him a kiss on the cheek, lingering for a moment before leaning back. "Thank you. Thank you...for giving it up for me."

Ben stared at her in surprise, and she stared back at him.

Thump.

Gwen felt her heart pound, but before either of them could say anything else, the door opened.

"Ah, I thought I heard talking," Max said, entering the room. Following in after him was a man in a doctor's coat. "Glad to see you're finally awake."

"Grandpa!" Ben said, smiling. He turned his head to the other man. "Who are you?" he asked.

"Hello, Ben," the doctor said before introducing himself as a Plumber physician. "May I examine your arm?" he requested.

"Uh, okay." Ben held up his arm as the doctor and Max approached his bed.

Meanwhile, a feeling of terror had arisen in Gwen.

Thump.

She felt her heart pound again, and took this moment when everyone's attention was on Ben to quietly flee the room. Unsure of why she was doing it, she ran down the hall, found a bathroom, and shut the door behind her.

Leaning over the sink with one hand on the side of the porcelain countertop and the other hand pressed against her chest, Gwen felt like she was having a panic attack.

Thump.

She flinched and shivered when she felt her heart pound once again. Breathing heavily, she thought she was about to throw up.

She felt something. Some emotion from deep within her was stirring, and she didn't know what it was. She looked into the mirror, staring into her own eyes.

What?

...

What?!


Author's note:

This chapter was really short, but I still felt the month should be broken up like this because each part tells a very different story and a lot happened in this part. Gwen finally confessed something that had been bothering her for a while: she doesn't want to be a hero anymore. The Omnitrix is gone now. Also, Ben straight up killed a guy, so that's a thing. And now, Gwen is just barely beginning to notice something Lucy completely figured out years ago. So, that's how Year 3 ends. As I've said before, Year 4 will be the last one, but it's also the longest one, so I still have a lot more to go through. Again, sorry for the delay. I should be able to return to my usual upload schedule now.

Comments:

csgt: "The drones, the six legged alligator, and the two alien factions, were those references to something or original creations from you?"

They weren't based on anything, just some aliens I made up.

pr0dz: "Ben's attitude is on a new high. they're both 13 right? I'm assuming at some point Ben would change on a sense"

He's cooled down a little, but there's definitely still room for improvement. I like to think that, despite how fun it is for him, he still has a 'with great power comes great responsibility' attitude that drives him to use the Omnitrix.

hahaplogue: "I thought Ben is not ten years old or am I just wrong."

He's 13 years old right now. Did I screw up and say he was 10 somewhere? If so, let me know so I can fix it.

Guest: "I can already tell the Omnitrix is gonna be a barrier in Ben & Gwen's relationship, especially when they get into one. Props to you for constructing that in a way that's logical, realistic and not lazy."

Thanks! One of the reasons I think this longform story format is working for me is because everything feels less forced when it develops gradually.

Guest: "I really love Lucy in this story. Even though she didn't have that big a role in the original series it feels like you really got it right."

I'm glad you're liking her inclusion, since not everyone is. Lucy was my favorite minor character from the original series and I always wished she had a larger role.

Guest: "Out of curiosity, have you ever thought about where Bellwood might be located? I know there's a Bellwood, IL near where I live but the show portrays it as a semi-metropolis. Others have speculated somewhere in Pennsylvania but the only place in PA I can think of is like Erie. Where would you imagine Bellwood to be if you had the choice?"

I haven't given it much thought, but I've imagined it as vaguely northeastern or midwestern since those are the parts of the country where I've spent most of my life.