A/N: Hello all, I know it's been a long time. I've been busy with a lot over the past year, so hopefully I can get back into the swing of things

This chapter is going to get interesting.

On with the show!

A quick note:

Ben and everyone else normally thinking will be italics

Megatron talking and thinking in Ben's mind will be bold italics

Bumblebee's speech will be in bold

Comm. Links will be in italics

Omnitrix talking will be in italics

Spells will be in italics


Ben 10: Prime Force

Chapter 16: What's up with Ben?

Previously on Ben 10: Prime Force,

"A crash-landing buried here for centuries" Optimus spoke.

"These Autobots didn't perish in the crash," Ratchet said, "they're displaying the effects of a virus".

"If a cure exists" Ratchet explained, "Megatron may be the only who knows it. You must enter his brain and find it".

"WHAT ARE YOU DOING INSIDE MY HEAD?!" Megatron shouted to Skidmark.

"We have the cure! Bumblebee, Arcee, one of you disconnect Ben now" Ratchet ordered.

"NO! TAKE ME WITH YOU! TAKE ME!" Megatron shouted.

"I'm out… or should I say… in" Megatron rasped.


Autobot Outpost

It's been a day since Ben, Arcee, and Bumblebee had snuck onto the Nemesis and recovered the formula for Cybonic Plague from Megatron's mind. It was early morning and Optimus was in the CR chamber while Ratchet was performing a check-up on Optimus's systems. The medic held a flashlight and shined it into the Prime's once infected optic. Standing by was Bumblebee, Arcee, and Ben who was standing on the catwalk close to the CR chamber.

"Follow the light" Ratchet said as he waved the light side-to-side. A smile crept on his face as Optimus's optic followed it without any difficulty. "Good. I wouldn't recommend anything strenuous Optimus, but it appears your systems have fully recovered from the Cybonic Plague".

The bars underneath Optimus's arms folded back, allowing the red and blue titan to step out of the CR chamber. "Thanks to your medical expertise, old friend."

"It was our young friend who braved unknown territory to find the cure, and Arcee who kept the Decepticons distracted long enough for Ben to secure it" Ratchet said modestly.

Ben waved his arms. "Ah, it was nothing."

"I just did what had to be done" Arcee added, rubbing her neck sheepishly.

"Luckily for us, Megatron was still alive" 'Bee stated.

"Did you just really say that?"Arcee asked in disbelief.

"Yeah, I actually said that" the yellow mech replied.

"What matters is that you are on the mend Optimus. While Megatron…" Ratchet trailed off.

"Is a different story… as far as we know" Ben finished, feeling a small headache come up, but brushed it off.

"He's right. I did my best to end Megatron's story. Just couldn't stick around long enough to see how it ended" Arcee admitted.

"You did what you could at the time, 'Cee" Ben assured.

Arcee looked and smiled at the object of her affections. The two hadn't had a chance to discuss their newfound feelings for each other and where to go from here; however, Arcee was planning to take Ben on a night ride tonight and talk to him about it. She was brought out of her thoughts when Bulkhead approached her and 'Bee to ask them something.

Meanwhile, Ben had walked away from the group to take care of something else as the Omnitrix symbol and his eyes glowed purple. The Hero of Heroes stopped as he studied his arms for a moment. As he did, inside his mind, a deep, raspy voice spoke.

"These pathetic human bodies are pitiful at most," the Warlord proclaimed as he pinched and prodded himself. As he did, he became intrigued by the Omnitrix on his wrist. "This device must've allowed the human to enter my mind through the Cortical Psychic Patch, but how? If I can unlock its secrets, I can use it to get back to my body and leave this wretched human form. But I need to take control of it first."

Later…

Arcee had quickly declined Bulkhead's offer for a game, but Bumblebee was eager to take up the offer. They gathered in an open area of the main ops centre. Behind them was a dashboard with a hoop on it, all fashioned from scrap material found in storage. In Bumblebee's servos was the lobbing ball. Meanwhile, Ben and Gwen were sat on a concrete slab whilst Kevin stood on the platforms, playing referee for the game to start.

"Alright, basketball… by way of Cybertron," Kevin noted. "Let the games begin!" He then blew his whistle.

'Bee spun the ball on one finger like a pro and tossed the ball to the hoop. Bulkhead, however, crouched low and jumped in time to catch the ball. The green wrecker spun around to shoot. This ball bounced from the board and through the hoop.

"One for Bulk, Zero for Bee," Kevin stated.

As the ball rolled back to Bulkhead's feet, he picked it up. He turned around to face the yellow scout with a cocky expression. "Come on. Best two out of three."

He threw the ball back, letting Bumblebee catch it with both servos. Bee then ran forward, juked Bulk to the right, and headed for the hoop.

"You're in the clear, Bumblebee. Dunk it!" An excited Gwen yelled.

She was indeed having a good time. It was nice every now and then to get away from school, books, and work and just enjoy downtime with her friends. Ben was the same; however, the thing happening between him and Arcee was on his mind constantly. He never got a chance to talk to her last night after he took a big step and kissed her. But he was hoping to talk to her tonight. Ben felt his heart rate increase just from thinking about the blue femme. Nevertheless, he made sure not to show it.

The teen refocused on the game and was surprised to see Bumblebee slam the ball right through the hoop. Ben, Gwen and Arcee cheered for his a-class effort, while 'Bee made a gesture for 'no applause please'. He was brought out of his gloating by Ratchet.

"Bumblebee, I require your aid" he called.

"Oh, come on," Bumblebee protested, "can't you get Bulkhead or Arcee to do it?"

"It's too heavy for Arcee and Bulkhead will most likely break it" the Doc answered back, "no offence to Arcee, of course."

"Hey, that's less work for me" Arcee commented while Bumblebee groaned and dropped the makeshift basketball.

"I'll take 'Bee's place if you're up for challenge Bulk" Ben offered.

Bulkhead held the lob-ball with both servos, a confident mien on his face. "Can you handle losing?"

"I don't play to lose, Bulkhead, I play to win" the brunette teen replied.

"Well, too bad Ben. No way can you beat Bulkhead. He did beat Bumblebee after all," Kevin added, supporting Bulk one hundred percent.

"Hey aren't refs supposed to be unbiased?" Ben retorted.

Kevin shook his head. "Whatever," he muttered.

Ben smirked as he turned his gaze back to Bulk. These two think they can trash talk already, huh? We'll just see about that. "Since you need to be taught some humility, I vote Humungousaur!"

He activated the Omnitrix, selected the head icon, and slammed down the core. Gwen and Kevin covered their eyes while Bulk was forced to shut his optics and look away. After the green flash faded away, standing in Ben's place was an eight-foot-tall green, plant creature that stood on five, vine-like legs, Venus flytrap-like flaps on each side of its head, and had a single green eye. On its waist is a green and white belt with the Omnitrix dial in the centre.

"Wildvine," Ben shouted in a hippie sounding voice. He took a moment to examine himself and scowled at the Omnitrix. "Ah come on, really?"

Bulkhead stared dumbfounded at the humanoid plant-man. "Huh… what kind of alien is that?"

"It's a Florauna." Gwen answered, "A sentient plant species like Swampfire."

"No way Mr Salad there can top you Bulk" Kevin commented.

"I'm gonna make you eat those words, Kev" Wildvine replied.

"Leave it on the court, Tennyson," Kevin responded and then blew his whistle.

Bulkhead looked back at Wildvine and smirked. "Okay, vegetable, let's play ball!"

He tossed the lob-ball at Ben, who stretched out his elastic arms and caught the ball easily. Wildvine grinned. Bulkhead and Kevin thought this was going to be a walk in the park, huh? Ben was gonna prove them wrong. Though he didn't want Wildvine, he could manage.

Wildvine then ran forward, dribbling the ball while doing so. Bulkhead made a grab for the ball; however, Ben tossed the ball to his other hand and then made a spin move on the large Autobot. He then leapt forward and dunked the ball in the hoop. The Autobot wrecker looked back flabbergasted, not expecting that form to be so agile.

"Hah, you were saying, Kev?" Ben taunted.

Kevin glared at Ben. "It's best two of three. You haven't won."

"Yet," Wildvine smirked.

"You're not getting the slip-on me again," Bulkhead said confidently.

The Florauna grinned and replied, "Alright, tell ya what, I'll let you get the ball this time."

Wildvine went to pick up the ball and threw it into Bulk's awaiting servos. The teen hero stood in front of the hoop defending it. Kevin blew the whistle, signalling the start of Round 2. Bulkhead dribbled the ball a couple of times and grinned. He figured since Wildvine was smaller, he wouldn't be able to defend a high ball thrown to the hoop.

"Defend this." Bulk said as he perfectly tossed the metal ball at the dashboard.

It would've gone in had Wildvine not stretched his elastic arms over twenty feet in the air to catch the ball. Bulkhead's mouth dropped a bit. He certainly didn't see that coming. Wildvine brought the ball down to his level and proceeded to perform some tricks with the ball by bouncing in between his many legs. He turned and ran for the hoop to make a nice clean throw, only to stop a few metres from it. He stood still as a statue while the others just stared at his frozen form. In his mind, multiple memories that weren't his flashed across his single eye as it and the Omnitrix glowed purple.

A punch to Optimus's face.

Reaching out to the Zombie Cons flying through the portal.

The Spacebridge walls collapsing.

The massive explosion of the spacebridge.

"Ben, quit hogging the ball" Bulkhead demanded.

Suddenly, the plant-like alien turned around and launched the ball at Bulk, letting out an almighty yell while doing so.

"Whoa!" The wrecker was quick to dodge it, letting it hit the rock wall with a loud crash.

Kevin slid down the ladder, blowing his whistle loudly. "Eh, flagrant foul! This is basketball, not dodgeball."

Bulk went to pick up the ball and walk back at Ben, an annoyed look on the former's face. "Uh Ben, the hoop's over there!"

"Sorry, I don't know what came over me," Ben said, rubbing his leafy neck guiltily.

"Ben, you okay?" Arcee asked, a hint concern in her voice.

"Yeah, yeah I'm alright." The alien assured; giving her a thumb's up. "Do over Bulk?"

"As long as you don't take my head off at any point" Bulkhead joked.

If anyone looked over to Gwen, she appeared to be in deep thought and concentrating on something. 'Something is different about Ben ever since he got back from their mission aboard the Decepticon ship.' She scanned Ben's Mana, unbeknownst to him, and she was surprised at what she felt. He felt cold, not the normal warmth he usually gave off. There was something wrong with her cousin and she was going to find out.

Later…

Ben walked down the corridor, heading for his quarters to catch up on some sleep. He was tired from the match against Bulkhead, it was a win for him but the alien mech did put up a bit of a challenge. The hero stopped instantly as his eyes and the Omnitrix went purple. He brought his left wrist up to his eye level as inside the depths of 'Bee's mind, a pair of red optics shone through the darkness.

"So, this device allows the human to transform into other beings. This could be most useful in conquering this world. No. the Galaxy!"Megatron noted. "If I am to return to my body, I must first restore its functionality. How did I escape my remission?"

Megatron closes his optics, recalling a faint memory before he went into his coma. He was in space, floating amongst a field of debris. No doubt from the Spacebridge explosion. He then saw Starscream above him, holding a shard of Dark Energon. That's when it hit him.

"Of course, Dark Energon."He then recalled seeing Starscream leaning forward, a smug sneer on his face. "Starscream," Megatron growled in intense fury.


The Nemesis

The Decepticon warship flew through the night sky across some region of the world. Inside the lab room that housed Megatron's inert body, Starscream stood above him, tapping his knuckles on the warlord's face.

"Knock, knock, is anyone in there?" Starscream sneered. "Nope, oh well." The arrogant seeker stepped away from the berth and continues, "Seems I possess the only thing that will allow you to rise up from that stand and walk again, my dearest Megatron." He then pulled out a shard of Dark Energon, tossed it in the air and grabbed it again. "Plucked from you very spark chamber, but… it cannot restore your mind. The Decepticons need a leader… not a decorative centrepiece. And I will convince them that I am the true heir to your throne with a plan so epic…"

"That not even the mighty Megatron could conceive it," Another voice added.

Starscream gasped and turned around to see Knockout, leaning against a wall with his arms folded across his chassis. A smug grin plastered on his face.

The silver seeker collected himself and replied, "Yes, that was the idea, Knockout." His tone then grew more serious. "How long have you been there?"

Knockout stood up from the wall. "Long enough, and its Commander Knockout now, future Lord Starscream" he answered, bowing before the seeker.

Starscream leaned his helm to the side and smirked.


Autobot Outpost

Ben walked into the command centre and up to the human area after his long nap, he hadn't planned to sleep for so long, but he must've been more tired than he thought. He paused and stared at some sort of mechanized part that lay on the worktable. He went over to the station and picked it up.

"Yes, go on human, obey my whim, "Megatron rasped from Ben's mind.

Suddenly, Ben's blank expression became one of rage as he snapped the device in his hands.

"BENNNN!"

Ben's head snapped up and slowly turned to face a steaming Osmosian. "I needed that!"

He looks down at the crushed device blankly. "Huh, w-what?"

"What has gotten into you?" inquired Kevin.

Ben turns back to the medic bot and answers, "I don't know what you're talking about!"

Ratchet's optics widened a bit. "I'm calling Gwen and getting her to check your brain."

Later…

Ben lay on the sofa that was in the human area. He was put to sleep by Gwen so she could more easily read his mind. Standing around them was Kevin and the 'bots in the open area. Out of all of them, Arcee seemed to be the most worried. She wanted to know what was wrong with Ben that caused him to act up. He nearly injured Bulkhead earlier when they were playing Basketball and now, he just snapped one of Kevin's devices for no apparent reason. It was so out of character for him. She had only known him a few months, but she could tell that he wasn't someone who would mindlessly destroy something that belonged to someone.

"I felt something off with Ben when he was going up against up Bulkhead," Gwen explained, "I scanned his Mana and usually he gives off a vibe of warmth, but it was different this time."

"Different how?" Arcee questioned, the concern in her voice was quite clear to everyone.

"He's cold," Gwen answered, "like he has no feeling towards anyone or anything."

"The experience in Megatron's mind must have had a lasting effect on his psyche" Ratchet added

Gwen was starting to get frustrated. "I can't believe I didn't scan Ben for any abnormalities when he got back."

Kevin laid a supportive hand on her shoulder. "Don't beat yourself up about it, Gwen. I'm sure Ben will be fine. He's one of the most stubborn people I know."

Before anyone could say anything else, the monitors in the main ops centre started to bleep, signalling that a call was coming through. Ratchet stepped forward to answer the call, Bulkhead and Optimus were behind him with Arcee off to the side of the human area.

"Prime!" a video feed of Agent Fowler popped up on the screen, "seen any Decepticons wearing hula skirts lately?"

Bulkhead tilted his head in confusion. "Huh?"

"No, Special Agent Fowler… why?" Optimus asked.

"I was hoping you would have a lead on the 'Cons who broke into the Kauai Naval Observatory," Fowler replied. "Place looked like it was attacked by an army of wrecking balls."

"Why would 'Cons break into an observatory?" Arcee inquired.

"Does the Hoit Nikogosian ring any bells?"

"Huh?" a confused Kevin asked. "Now I'm lost."

"It's a space telescope in Hawaii," Gwen answered. She stepped away from Ben for a moment, getting in on the conversation.

"As of last night, it's missing its primary lens," Fowler continued.

"It's difficult to guess Starscream's intent without knowing where the lens has been taken," Optimus said.

"Good thing the lens has a tracking device," The agent notified.

On the same monitor, a map of the top of the Earth appeared. The signal was originating from the North Pole precisely.

"The Arctic?" said a non-thrilled Arcee. "Great. Another chance to freeze my sparkplugs off,"

The map then zoomed in, showing a large purple area right where the lens was located.

Bulkhead whistled. "That's an ND-7 Class, the biggest unminable Energon deposit on Earth."

"Unmineable… until Starscream melts his way down to it" Optimus deduced.

"With the help of the lens," Arcee finished.

"Melting a glacier that size will cause sea levels to rise and demolish coastal cities" Gwen stated.

"Okay, now that's a problem," Kevin said.

"Ratchet," Optimus commanded, "activate the groundbridge."

Arcee wanted to stay by Ben's side but she knew she had to help out with the mission, and she didn't want to make her feelings for Ben known to everyone else. She started walking to the groundbridge tunnel, but then stopped and turned around to look for Gwen, and saw she was sitting down by Ben's side. "Gwen, you coming?"

Gwen glanced back. "You guys go ahead. I'm gonna stay here with Ben." With that said, the Anodite teen returned her gaze back to Ben, who was out cold on the sofa. Arcee nodded in understanding before making her way to the groundbridge. She knew Gwen was worried about Ben; she couldn't blame her. If she could stay, she would.


North Pole

At the top of the world, in a land of ice, it was a sunny day with sparse cloud cover in the sky. The silence was broken by a vortex of green and white swirling into existence. Optimus, Arcee, Bulkhead, 'Bee, and Kevin stepped out of the portal in that order. Kevin shivered instantly from the contact with the cold air, regretting not bringing any winter gear for something like this.

However, though it was cold, Kevin had a feeling it was much warmer than it should be. The three Autobots and Osmosian walked along the wall of ice, following the signal of the telescope lens.

"Much warmer than our last Arctic visit," Arcee noted. "Feels like summer."

They finally reached the edge of the ice wall. Peaking their heads out, they could see the Nemesis a few miles away, hovering over a thousand feet in the air. It was shooting a dense orange beam into the thick ice below where there was a large mass of steam billowed out of the small area that the heat-ray was targeting. It was then Kevin realized why it was warmer than usual. That beam was really heating things up.

"Here… that's a bad thing," Bulkhead added.

"As if Global Warming wasn't bad enough… now this?" muttered Kevin. He then shook himself out of his musings and focused on what was important. "So, what's the plan?"

"I have one," Optimus began, turning his attention down to Kevin. "I normally try to keep you and your friends out of danger if I can; however, your abilities may prove to be vital here."

Kevin grinned. "Tell me what to do."


Autobot Outpost

Gwen sat by the edge of the sofa, staring at Ben's motionless form. She was indeed worried about her cousin. He had been a brother to her, even though he was a pain in the neck at times. The redhead was interrupted from her thoughts when Ratchet stepped forward.

"Gwen, sitting there won't make him recover faster," Ratchet remarked.

She sighed. "I know… but I need to stay by his side. Ben would do the same for me."

Ratchet hummed in understanding. He could see that Gwen cared for Ben, not in the same way that it seemed Arcee did, it was more familial wise.

"Is that why you didn't go with the others?" He asked.

Gwen nodded. "Yeah… besides, they can handle the situation."

She had confidence that the 'Bots and Kevin could deal with the Decepticons and once again foil their scheme.

"I know they will" Ratchet continued. Ratchet turned the other way and made his way to storage. "Gwen, I'm going into the storage room to see the state that Bumblebee has left it in. You know what that means?"

Gwen smiled, "don't touch anything."

He nodded before walking off. The Anodite teen laid her back in her chair and closed her eyes.

"Arise my servant" Megatron commanded within Ben's mind and without warning, his purple eyes shot open. He stood up from the sofa and made his way down to the main ops centre.

Meanwhile, the sound of footsteps across the metal floor had woken Gwen up. She stared in surprise as her cousin walked out of his slumber and into the main ops centre.

"Ben?" Gwen got up and pursued him.

When she got into the control centre, she saw 'Ben' cycling through the watch before slamming it down and being engulfed in bright green light. In his place was standing the form of Upgrade. He fused himself with the groundbridge controls and select a specific set of co-ordinates and activating the portal. He unfused from the control panel and went back to human form

"Ben, what are you doing?" Gwen called. She ran after him and grabbed his arm trying to gain attention. This proved to be a mistake because as soon she did, 'Ben' turned and sent a right punch across her face, sending her to the floor. She landed with her head hitting hard across the concrete, "Ben, what the hell was that for?! Ben, answer me!" she shouted, but it was clear there was a hint of fear in her tone.

She watched as 'Ben' ran into the portal, disappearing from sight. Right on cue, Ratchet ran into the room and stood in front of the bridge and saw Gwen lying on the floor.

"Gwen! What happened? What did you do?" demanded Ratchet.

"Nothing! Ben just got up and went over to the controls. I tried to get his attention, but he attacked me" she answered. She felt across her face, then touched her lip and as soon as she did so, it felt sore. Ben had split her lip.

"Where could he possibly be going?" The medic bot inquired.


Unknown location

In the bottom of a rocky chasm, 'Ben' walked through a field of rock and dismembered Cybertronian parts. This was the previous battle site between Optimus, Ratchet, and Megatron's undead army of fallen Cybertronian warriors. He scanned the area, his eye narrowing in contempt.

"Where is it? Where?!"Megatron's voice rasped.

Flashbacks played back through his mind.

Standing tall on a rocky peak.

Holding a glowing violent shard high in the air.

Throwing it into the ground.

'Ben' then turned his gaze to a crater below the rock structure he stood upon to watch the battle. He walked over to it and inwardly grinned, seeing that the shard of Dark Energon was still there.

Ben had his hand mere inches from the shard before a voice spoke. "Unknown radiation source detected. Selecting transformation". 'Ben' looked around to see where the voice was emanating from and saw that it was coming from the Omnitrix on his wrist, while it was flashing red. Immediately after, he was engulfed in a green light. The Omnitrix had chosen its sample for a Cybertronian. But 'Ben didn't transform into Skidmark. Standing in his place was the 40-foot form of Megatron. He looked over himself, gaining an evil grin across his faceplate.

"Well, what a fortunate turn of events" Megatron spoke, letting a maniacal laugh. He outstretched his servo grasping the shard in his grip. He brought the dark substance up to his eye level before simply dropping it to the chasm floor and turning the other way. He no longer needed it.


Autobot Outpost

Gwen was in the human area, standing behind the railing nearest to the groundbridge console; a worried mien evident on her face. She was able to touch up her lip after the punch that cousin had given her. She was going to give him a piece of her mind when he got back. Ratchet typed into the terminal, pulling up the co-ordinates Ben had travelled to.

"These are the coordinates to our previous battle against Megatron's undead army" Ratchet explained.

"M-Maybe we should call Optimus? Or one of the others?" Gwen offered.

"Everyone else is busy trying to keep a polar icecap from melting. We must handle this ourselves." Ratchet responded.

He entered in the last set of co-ordinates and pulled down the lever. Just as the groundbridge activated, they heard the heavy metal footsteps that could only belong to a Cybertronian. They both looked over were horrified to see the form of Megatron walkthrough.

"Megatron?!" Ratchet asked while stepping back, "How is it you are here? Arcee said she ended you."

"Well if it isn't the Autobot's medic Ratchet, I believe you Arcee was misinformed on the situation" Megatron claimed then looking over to the tiny form of Gwen, "and I see you have taken in some of the indigenous lifeforms as pets."

"I am no one's pet" Gwen clarified as her hands were covered in glowing pink Mana and her eyes the same, "let me show you." She wasted no time in firing a torrent of Mana towards the Decepticon leader, sending him into the back wall.

"I see you are enhanced as well just like the other human," Megatron noted as he got up from the attack, "Ben is his name if I am not mistaken."

"BEN?! Where is he?! What have you done with him?!" the Anodite demanded from the Titan as she prepared to blast him again.

"You may not want to damage me too much, you wouldn't want his body too badly hurt" Megatron commented as he unsheathed his sword and prepared to slice. Ratchet blocked the path of his blade with one of his own and attacked with a secondary blade. Being the seasoned warrior that he was, it easy for Megatron to evade the slash and counter with a right hook to the face of Ratchet. He took the hit and countered with an uppercut to Megatron's jaw.

Gwen stood back and watched the battle between the two mechs. What Megatron said stayed in her mind. That's when penny had finally dropped. This wasn't Megatron. "Ratchet, stop!" she cried out, "that's not Megatron, that's Ben."

The call had briefly distracted the CMO, but it was enough for the Decepticon to land a hard blow to his chest, knocking him to the ground. "How is that possible?!" Ratchet inquired, but it dawned on him, "the Cortical Psychic Patch. You followed Ben back into his mind."

"So, the good doctor has finally figured it out," Megatron remarked, "I had originally planned to return to my own body, but after witnessing what this device can do, I can see that that would be a step backwards. These abilities will allow me to destroy anyone who is in my path. Observe." Megatron slammed on the Omnitrix on his chest, engulfing himself in green light and shifting his form. Standing in his place was Diamondhead, but he was different. Instead of the usual blueish-green crystals, they were a dark purple, with three spikes extending from his forearms, one above each kneecap and larger extensions from his shoulders.

"It's getting worse," Gwen stated, "Megatron's learnt how to change his form. It's only a matter of time before he accesses the stronger ones." She knew exactly how powerful the Omnitrix was, if Ben wanted to, he could rule the Universe with an iron grip, or just destroy it with the flick of a wrist. They needed to stall him, so she made her way down to the main area. "Ratchet, I'll handle Megatron, you call the others and see if anyone can help us out." Her hands were engulfed in pink Mana, the same as her eyes and her normal hair was replaced with glowing locks of pink energy. "Ben, I can feel you in there, you gotta work with me," she wanted to get through to him, see if he could break free of Megatron's control, but no such luck. "Also, I'm saying sorry in advance, cos this is probably gonna leave a few marks. Adfishio Potentia." As she uttered her spell, multiple beams of Mana shot out of her hands and towards the corrupted Diamondhead. He brought his arms up in front of him, thinking it would block the attack, but he hadn't anticipated what it actually was. The streams of Mana wrapped around his appendages and he was raised several metres above the ground. He was then repeatedly thrashed around the massive room like a ragdoll.

Ratchet watched the attack then Gwen was putting out on her opponent, she truly was a force to be reckoned with. But this was no time for him to be an audience, he needed to alert others. He made his way to the control terminal and accessed the Comms. link. "Optimus, Arcee, Bumblebee, Bulkhead, come in. We have a dire situation, I repeat, we have a dire situation."


North Pole

From the top of the Decepticon flagship, the powerful heat-ray continued to rain down on the glacier below. Standing by the heat-ray gun, Starscream held his hands behind his back and sneered, staring down at the mass of ice subliming into steam.

"I love it when a plan comes together!" He proclaimed with a victorious look on his face.

His grin faded away when he heard the sounds of automobile engines. He turned his gaze to the glacial plain below to see a green SUV, a blue motorcycle, and a yellow muscle car heading toward the ship at a high speed.

Starscream's red optics narrowed. "Autobots," He said scornfully.

"Please, Lord Starscream," Knockout offered as he bowed, "Allow me to handle them." The crimson mech then turned his attention to a larger blue mech and five Eradicons standing by. "Breakdown, Team Beta, TOTAL them!"

Breakdown grinned sadistically before rushing forward, the five drones following in his wake. The blue mech fell towards the ground while the drones shifted their bodies into jet mode. As Breakdown impacted the ground, a shockwave shook the surroundings, throwing up tons of ice into the air.

The violent shockwave caused Bumblebee, Arcee, and Bulkhead to lose control. The trio quickly transformed into their bipedal modes, skidding across the icy ground until they came to halt. Standing in the middle of the three Autobots was Breakdown and the Eradicons, the later having their blasters deployed.

"You two handle them," Bulkhead ordered, forming his mace arm, "leave Breakdown to me."

"You're the boss," Bumblebee answered back. He formed his twin blasters while Arcee deployed her twin arm blades. They made a dash towards the team of Vehicons, who opened fire on the duo. It was easy for them to weave in and out of the blaster shots and take down a couple of the drones, 'Bee shooting holes through one, while Arcee sliced through the other.

Meanwhile, looking towards the Decepticon warship atop the mountain of ice were Optimus and Kevin, the later covered in blue metallic armour, courtesy of the Autobot leader.

"Still think is going work?" the Osmosian questioned. He had been wary of this idea since Optimus had suggested it. It was a big drop.

"We will encounter some resistance when we board but for a person of your abilities, it should be as you say, 'a walk in the park'," the mech answered.

"I'm not worried about that," Kevin replied, "will you be able to be fast enough to make that jump? Cos, I don't plan on being crushed into paste today."

Optimus was about to answer when he received a communication from base. "Optimus, Arcee, Bumblebee, Bulkhead, come in. We have a dire situation, I repeat, we have a dire situation."

"What is the problem Ratchet?" Optimus ordered.

"Megatron has gained control of Benjamin's body!" Ratchet informed. Optimus could hear the fear that emanated from the Medic's voice.

"How is that possible?" Optimus inquired. He had heard some of the stories of what young Ben could do with his Omnitrix, he was a force not be taken lightly. But he knew Megatron. Megatron was a seasoned warrior, trained in the art of gladiatorial combat. Someone like that in control of a device that could easily be the most powerful device in the Universe, how could that be stopped?

"It was the Cortical Psychic Patch," Ratchet explained, "it acts as a two-way conduit. When it was disconnected, Megatron followed Ben back into his mind. CRSSSHHH. Optimus, we need back up, Gwendolyn can only go on for so long. I will open the groundbridge at your location."

"I will send someone," Optimus said, then proceeded to contact Arcee. "Arcee, did you receive Ratchet's communication?"

"I did Optimus," she answered as she sliced the head of another Vehicon clean off, "they need reinforcements."

"That is why I am sending you and Kevin back to base," the Prime commanded.

"Got it Optimus," Arcee accepted the orders without hesitation then turned towards her partner. "You get all of that 'Bee?"

"Yep," he beeped in return, "you go do what you need to do."

She shifted her form into her vehicle mode and sped off towards the ice mountain.

"Why are you sending Arcee and I back to base?" Kevin argued, bringing the Optimus' focus to him.

"A situation requires your urgent help back at base. Megatron has gained control over Ben's body and is currently engaged in battle with Gwen," Optimus told Kevin.

This revelation made Kevin's heart skip a few beats. This was bad. "We need to get to back" he followed.

"Ratchet has opened the groundbridge at the base of this summit," Optimus informed, "I will handle the forces on the flight deck."

Kevin jumped off the ice, plummeting quickly into the ice below, where he met up with Arcee. "Get on," she ordered. He mounted her form before she kicked into high gear and entered the swirling green vortex.


Autobot Outpost

When Kevin and Arcee exited the portal, they were shocked at the scene they saw. The Base was trashed on the inside, chunks of rock were missing from the walls, dark crystal shards were littered all over the place, there were deep holes in the floor and their equipment was destroyed. The duo split to search the main area for any sign of Gwen or Ratchet, with Arcee finding Gwen in no time.

"Kevin, over here" the female mech called. Kevin ran over to see what state Gwen had been left in. She was out cold on the floor with scuffs and bruises littered all over her body. From what he could see, she didn't have any lasting damage.

"You go find Ratchet, I'll help Gwen," Kevin advised Arcee. She ran down one of the corridors in search of the medic while Kevin tended to Gwen. He put his head to her chest to listen if she was still breathing and gladly, she was. "Come on Gwen, wake up. You gotta wake up."

She started to stir and coughed up some dust but was happy to see that Kevin was there once she opened her eyes. She quickly wrapped her arms around him and began to tear up. "Kevin, I-I-I couldn't stop him," she said through the tears before facing Kevin, "I tried everything, but I couldn't hurt him. Megatron has learnt how to use the watch and he's only getting better. The longer he's in Ben's body, the less likely we are to get him out."

"So, what are you saying?" Kevin questioned.

"We need to get Megatron back into his own body," Gwen suggested.


Arcee found an Energon trail on the floor that lead to where Ratchet and Lodestar were engaged in battle. But the magnetic alien wasn't what she had seen before. Lodestar had a metallic silver and purple body with three-toed feet and three-fingered hands. He had four-inch spikes extending from his elbows and three-inch spikes extending from above his kneecaps. But what really freaked her out was that it was Megatron's head levitating between the shoulder extensions. She looked over to Ratchet and he was barely standing, he was leaking Energon from multiple breaks in his armour.

"Ratchet," she shouted, "stand down, let me handle Ben." She deployed her blade on her right and her blaster on her left.

"That… is not… Ben," he struggled to speak, clutching his stomach area in pain, "and you can't take him on your own."

"Ratchet, you can barely stand," she commented on his condition, "let me handle him."

He limped out of the storage room, holding the wall so he could keep his balance. "Be careful," he warned as he left.

"Ben, I know you're in there," she began, "you gotta fight it."

"Ben is not here," Megatron snarled before slamming the Omnitrix symbol on his chest. His form shifted to a Cybertronian, Megatron's. "You have no idea of the power wield with this device," he explained pointing to the symbol on his chest, "I have learnt much from being in this human form, especially of his emotions towards you. Interspecies relations make me sick." He brought his right arm up to deploy his blade and let out a battle cry as he swung.

Due to her small stature, it was easy for her to evade the attack and send multiple blasts to his chest, but they left no visible damage. Seeing this, she retracted her weapons and shifted to vehicle mode. She set off around the room, narrowly avoiding any obstacles in her way before driving on to the wall and whizzing around the room. Because of her high speed, the warlord couldn't keep his optics on her, and this was exactly her aim. With his back turned towards her, she transformed to robot mode, propelled herself off the wall, deployed her twin arm blades and dug deep into Megatron's back.

"AAAGGGGHHHH," he growled in agony trying to grab the smaller mech off of him but to no avail. He began to run backwards, but Arcee couldn't tell what he was doing until it was too late. He slammed into the wall, crushing his opponent with her letting out a scream before falling to the ground. "An Autobot stabbing someone in the back?! I'm surprised," he retorted turning to her on the ground.

Arcee tried to push herself up off the floor however she could feel the soreness starting set in. But she needed to power through. She needed to stop him. Ben had told her stories of what he had done, she didn't believe first, but after seeing some of the things he could turn into, it convinced her. There was no telling what Megatron could do with the power of the Omnitrix.

"Time for the Autobot numbers to reduce again," he spoke with conviction in his voice. He withdrew his blade and aimed his fusion cannon at the femme's head, ready to fire.

"Nooooo!" she cried out, closing her eyes and bringing her arms up in front of her face to try and block the blast. She heard the shot, but it never came. She cracked her eyes open and saw the weapon smoking, but it wasn't aimed at her. She looked over and was shocked to see an arm push Megatron's to the side. It was connected to his body, but it wasn't his. It was Skidmark's.

"You. Will not. Harm her," Ben voice spoke with a metallic undertone from Megatron's mouth and his eyes bright green. The two arms began fighting each other for dominance until Skid's punched Megatron's face (A/N: or is that his own?). She couldn't believe her sight. Ben was gaining back control.

Megatron grunted in pain from the impact. "I will not be overpowered by a human child," he shouted, his eyes flicking back to purple.

"Arcee… hit the Omnitrix," Ben struggled to say as he fought against Megatron for control, "it'll turn… me… back. When I'm human… I need you to… knock me out."

"Ben, no!" Arcee argued against it while she got off the floor, "I could seriously hurt you if you're human."

"Arcee, just do it!" Skid shouted, "we don't… have time… for this. GAAAAHHHH." The mech fell to his knees as both Megatron and Skidmark grabbed their head in torment, screaming as they did so. Arcee ran over and slammed the symbol on their chest, engulfing him in a bright red light. She covered her eyes to stop herself from being blinded and when she opened them, she saw Ben still clutching his head, one eye it's normal green, the other purple. She did as Ben wanted and now, she had to knock him out. She went behind him and brought her finger round to his neck, lightly enough to restrict his breathing but not hard enough to take his head off, letting a tear fall across her cheek as she did so. She couldn't watch as he choked to take in air and before long, he stopped grabbing his head as he was out cold. She carefully listened for his heartbeat and thank Primus he was still alive. She gently picked him up and carried him to the main area.

When she arrived, she saw Kevin tending to Gwen's injuries and Ratchet tending to his own. The metallic footsteps grabbed their attention, with Gwen getting up and going towards to the railing. "How is he?" she calmly asked.

"He's out for now," Arcee answered, "don't know for how long though."

"Then that gives us some time," Ratchet started, "what do we do?"

"You're not gonna like it," Kevin responded, "we have to get Megatron back to his own body."

The look of dread was apparent on the medic's face, not so much on Arcee's. "You can not be serious?!" he argued.

"What choice do we have?" Gwen said in return, "we can't leave him inside of Ben."

"Arcee?" Ratchet asked, turning towards the femme.

"I agree with others," she replied, looking down at his sleeping form, "it's too risky. We could just barely take him, the longer he's in Ben, the more he'll know." Ratchet's anger dissipated; he knew they right

"So, we all agree then," Kevin concluded, "but that still leaves the question of how? Don't forget, Arcee said she shot him, well his body, before they got back from their ship."

"Ratchet," Gwen called, "you said that Megatron went to back to where you fought against his undead army. Why would he go back?"

"He said he was going to return to his own body," Ratchet surmised, "the only way he could do that is… is with Dark Energon. He used it to revive the dead, so he would've used it to bring his own body back to life and use the Cortical Psychic Patch to return his mind."

"So, we do the same," Arcee continued, "use it to put Megatron back into his own body. Wow, I can't believe I just said that." It disgusted her just to think that.

"We will need to be quick," the medic reasoned, "the longer we are exposed it, the more a negative effect it will have on any of us."

"Send me to go get it, while you lock on to the co-ordinated of their ships," Arcee suggested as she put Ben down where Gwen and Kevin were. "Do not let him wake up," she warned. Gwen and Kevin nodded in understanding.

"Arcee, take this," Ratchet said as he handed her a container of sorts, "it will reduce your exposure to the Dark Energon." She grabbed it before running into the groundbridge. He closed it as locked on to the Decepticon ship's co-ordinates, letting a small chuckle exit his mouth, "they still haven't fixed their cloaking tech."

"Ratchet, open it up," Arcee signalled, "I have the Dark Energon." He opened the portal, letting the femme come back though, carrying the dark substance.

"I have opened us a portal to the Decepticon warship," Ratchet began, pulling the handle, "we will likely encounter some resistance when we board." Ratchet shifted into his vehicle mode, so all of Team 10 could travel easier. Kevin carried Ben and placed him in the back with Gwen following him. They all entered the glowing green vortex, gaining access to the warship.


Earlier at the North Pole

After Arcee and Kevin entered the groundbridge, Optimus turned the other way and ran to gain some distance from the edge of the cliff. Once he was far enough, he shifted to his vehicle mode. He hit top speed within a few moments and went flying up towards the warship. He transformed again, grabbing on to one of the many spikes that extended from the hull and climbed up to the flight deck.

Down on the ice, Bumblebee made quick work of the Decepticon soldiers and went on to help Bulkhead with his adversary. Bumblebee charged at Breakdown, who also charged at the Autobot and because of his larger size and weight, he was easily able to plough down the scout. Breakdown picked up the scout and threw him across the desert ice, allowing him to properly take on his enemy, one on one.

"I'm gonna put you on ice," the Decepticon yelled. They ran at one another while deploying their weapons, Breakdown, his hammer arm and Bulkhead, his mace arm, each letting out their own battle cry as they did so. They collided, sending a shockwave that was so powerful, it sent a giant crack right through the ice sheet and throwing up millions of tiny ice particles into the surrounding air.

From atop the Nemesis, Starscream and Knockout watched the battle that ensued below.

"Is it just me or do the 'bots seem a little understaffed?" Knockout noted, "and where is their shapeshifting friend?" Knockout had seen what Ben could do, he could easily take down any of the Decepticons so surely, he would be here. He was brought out of his train of thought by the sound of an automobile approaching. Both and Starscream turned to see the form Optimus Prime's vehicle mode coming at them at high speed.

"What good is a second-in-command who fails to watch the rear?!" spoke a fuming Decepticon leader grabbing the medic's face with his long fingers. He went over to the heat weapon, knocking its current operator off the seat. "Get out of my way" he commanded. He accessed the control panel, moving the orange beam into the direction of the Autobot leader, heating up his exterior.

Optimus growled in pain as the beam struck him and slowed down his approach. "AAAAAAHHHH" he yelled before transforming, leaping into the air and slashing the lens right off the weapon. Because there was nowhere for the beam to focused into, it exploded sending a rush of air in all directions and Prime crashing into the ice sheet below.

He landed near where Breakdown, Bulkhead and 'Bee were fighting, with the latter two shocked to see his smoking form. His fellow Autobots called to him but he just groaned in pain. It wasn't long before Starscream landed with a squadron of Eradicons around the three, blocking any chance three had of escape.

"What an excellent opportunity for me to end the last of the Primes," the seeker snidely remarked, "cementing my position as the true leader of the Decepticons."


Aboard the Nemesis

Arcee, Ratchet and Team 10 made it on to the ship with no issue. They looked down all the corridors and couldn't see Starscream, Knockout, Soundwave or any Decepticon drones.

"I guess they all decided to take a vacation," Kevin quipped.

"What's more likely is that they all engaged in battle outside," Ratchet explained, "we must be quick. We don't know how much time we have." Ratchet lead them to the medical lab of the Nemesis. As Arcee walked in, a disgusted look fell upon her face. Megatron's own form lay right there, still breathing. Her last shot did nothing, and now she about to put his mind back into his body. Kevin and Gwen got out the back of Ratchet, with the former carrying Ben's sleeping form and placing him calmly on the floor against the wall.

"So, what do we do now?" Kevin questioned.

"We need to use the Dark Energon to revive his body, then use Cortical Psychic Patch to put his mind back," Ratchet clarified, grabbing the patch, "one of you transform Ben into his Cybertronian form so the transfer can be done."

Gwen walked over to Ben and activated the Omnitrix. She cycled through the icons, stopping at his Cybertronian form and pressed the core. The room was engulfed in green light and in Ben's place was an amalgam of Skidmark and Megatron. The lower left arm, the upper right arm, the chest and the entire left leg belonged to Skidmark while the rest was the Decepticon warlord. They were all shocked at the deformed being but Arcee most of all as tears formed in her optics.

"Arcee," Ratchet explained, "while I connect the patch, you must put the shard directly in the hole in his chest." Arcee made her way with the container to the berth while the CFO went over to Ben. With one end already connected to Megatron, he connected the other end into the back of his head. Arcee opened the storage unit and took the dark substance in her hand, the purple glow bathing the room. "Now Arcee!" Rachet commanded and she proceeded to stab the shard directly into Megatron's spark chamber.

After a moment, for the first time in over two months, Megatron's face began to twitch… until finally, his bloodlust eyes reopened! The warlord got off the berth with his heavy footsteps echoing through the room.

With wide eyes and optics, the three 'Bots, Anodite and Osmosian teen took cautious steps back as Megatron stepped toward them, his forty-foot-tall form casting a dark shadow over them.

Gwen and Kevin, at that moment, gawked at the towering, silver form of Megatron. They could see why the Autobots and why most of the Decepticons feared him. He was huge and very intimidating. Even though she had seen worse, he was at least in the top three, right behind Dagon and tied with Vilgax.

Suddenly, a squadron of at least five Vehicons ran to the door, only to stop dead in their tracks and stared in astonishment at the awakened Megatron.

"Decepticons…" Megatron's deep voice bellowed, "your rightful lord and ruler has returned. Take care of these pests while I claim my prize." Both Autobots and Decepticons deployed their weapons while Kevin and Ratchet blocked Megatron's path.

"There is no way in hell that we are letting you get the Omnitrix" Kevin retorted as he absorbed the metal floor and shifted his hands into maces as both, he and Ratchet rushed the warlord. Gwen tried to wake up Skidmark while everyone else was in battle.

"Come on Ben, wake up," she spoke, "now is no time to be sleeping. Wake up. WAKE UP!" she acted on her last sentence sending a small Mana blast to his face. He instantly woke up and looked down at Gwen standing on his chest.

"Aaaggghhh! What in the world was that for?!" he demanded. She didn't say anything, just pointed to what was behind her. "Oh, that." Gwen quickly got off his form, letting him stand on his two legs. "Thanks, Gwen. Just know that I'm getting you back for that," Skidmark joked before turning mech that was in control of his body. "Hey Megatron, is this what you want?" Skid taunted while pointing to the Omnitrix symbol on his chest, "come get it." He darted for the door with his shield deployed, running down the drones that were in his way. Megatron threw Kevin off of him and hit Ratchet square in the chest, sending him back and soon chased after Skidmark.

Skid ran through the corridors with Megatron on his tail. The hallways were long with many twists and turns but he soon found his way to the smoking flight deck. They both turned towards each other, Megatron deployed his swords, while Skidmark deployed his twin arm blades. They charged at one another, Megatron performed a downward slash at his opponent but it was easy for Skid to block it with his two blades.

"A human doesn't deserve to wield a device like that," Megatron snarled, "I will gladly remove it from your dead corpse and put it to better use." He began to push down, sending Skid down on to his knees.

"Many have tried Megatron," Ben replied, "but here I am, still standing." He withdrew one of the blades and shifted his arm into blaster mode and sent a shot right into the Warlord's stomach, causing him to reel back. He sent a few more shots towards Megatron, but he evaded them ease before retaliating with his own Energon blasts. Skidmark quickly deactivated his cannon and brought his shield, blocking the attacks, however, they still sent him back near the edge of the flight deck. Skidmark's attention was brought away from the Decepticon leader and to the icy desert below, where he Bulkhead and Bumblebee fighting off against a squad of drones and Starscream. At this sight, an idea formed.

"You know Megatron," Ben spoke, "while you were in my head, I saw everything you were thinking. I know who put you in that state, and from up here, I can see him right down there," he pointed. "You could try and get the Omnitrix, emphasis on try, or you could get revenge on the one who usurped your position as the illustrious leader of the Decepticons. I know what I'd rather do." The last line was obviously a lie, but he knew how much Megatron wanted payback for how the sly seeker betrayed him. "And you may want to be quick, you wouldn't want him to snuff Optimus, would you?" now he was really pressing the warlord's buttons.

"My lust for revenge is equal to that for power," the silver mech answered in return, "you have escaped my wrath this time Benjamin, but I will get the Omnitrix." With that closing line, Megatron shifted his form to alien jet mode and shot off into the sky.

"Ben!" He turned at the mention of his name and he saw the rest of his team. They were so happy to see their friend/family not being controlled by a maniacal warlord. He slammed the Omnitrix so he could go back to human and in that instant, he was embraced by Gwen.

"Uuhhhh, Gwen… I think you're forgetting… that I need… to breath," he struggled to utter as she loosened her grip. "So, anyone have an idea of how we get home?" he questioned.

"He's got a point," Kevin continued, "with everyone here, there's no one to man the groundbridge."

"I have a solution for that exact situation," Ratchet answered.


Down on the Ice

The corpses and dismembered parts of Eradicons littered the ice sheet, the handy work of Bulkhead and 'Bee, while Optimus, in his injured state, handled Starscream, who had taken to the skies. Optimus sent a multitude of Energon shots aimed at the seeker, but his small form and high speeds meant every shot was a miss. The Autobot leader saw the silver fighter jet gaining altitude before it curved backwards until it was performing a nosedive. His widened from shock, realizing Starscream was aiming straight towards him.

"Megatron's greatest mistake was not terminating you sooner, Optimus Prime!" Starscream roared as he deployed his missile, preparing to fire it.

However, just twenty yards away from destroying Optimus, an unknown silver jet soared out of nowhere and collided with Starscream. Optimus stood still, clutching his centre, and looked up at the unknown aircraft. He narrowed his eyes at it until it finally clicked.

"Megatron," Optimus uttered in shock.

"He's back," Bulkhead said in horror.

From the Nemesis, Starscream collided into one of the symmetrical spikes jutting out from the ship. With a groan, he sat up and stared at the silver and purple Cybertronian aircraft hovering before him. After the sounds of shifting plates and gears, the craft reassembled into the bipedal form of Megatron. The warmonger gazed at Starscream, a malicious fire in his blood-red optics.

"L-lord Megatron, y-you are… you are healed!" Starscream exclaimed in fake excitement. "Praise the All-Spark! It is a miracle!"

Megatron sneered at the seeker below him. "Oh, it will be a miracle, Starscream. If you survive what I have planned for you!" He retorted.

Starscream's expression went blank from dismay, deducing Megatron somehow found out he tried to kill him. Without hesitation, Starscream stood up and transform into his jet mode, intending to fly away. However, Megatron swiftly grabbed the arrogant seeker from his tail wings and threw him across the ship uncontrollably.

Starscream again collided with another spike, quick to grab onto it before he plummeted to the earth below. He coughed up a bit of Energon, feeling a wave of pain consume his systems. Megatron flew toward him and again transform to his robot mode. He stepped down the spike, a killer intent evident in the way he walked and on his scared facial plate.

Starscream started to hyperventilate and crawled backwards. The seeker tried to switch the warlord's mind to something else as he pointed to the Autobots in the distance.

"T-the Autobots… are down there." He gestured below.

Megatron, however, ignored Starscream as he narrowed his malign optics upon him. "My biggest mistake?! I've made a few." He admitted. "But there is one I intend to never make again!"

Megatron grasped his servo around Starscream's face and began to drag him back toward the ship whilst the seeker started squirming in fear.

"N-no, master," he begged. "NOOOOO!"

From the glacial plain below, the Autobots listened to Starscream's… well… screams as the Decepticon warship started to fly away.

"So… Megatron's back. That doesn't bode well for us" Bulkhead said.

"No…it does not," Optimus replied. The Prime then lifted his digit to his helm to activate his com-link. "Ratchet, we need a bridge."

"We might as well go all at once then."

The 'Bots turned to see Ratchet, Arcee and Team 10 stepping out from behind an ice wall. They all waved sheepishly at the confused group, knowing they will want an explanation.


Autobot Outpost

An hour later, after the team had arrived back at base thanks to Ratchet's remote groundbridging device, Kevin, Ratchet and Gwen explained what happened after the group left. They were all stunned to hear that Megatron was occupying Ben's mind. It would have explained all of his instances of odd behaviour.

"Although the return of Megatron is unfortunate," Optimus stated, "you made the correct choice in putting his mind back where it belonged."

Though everyone agreed, they were still displeased that Megatron was back. That meant that the war between the Bots and Cons just tipped toward the Decepticons favour. However, Team 10 was still confident that they can keep the upper hand despite the return of the warmonger.

Team 10 were in the human area of the base; Ben lay calmly on the sofa and Gwen standing near his head with her hands and eyes glowing with pink Mana. She focused her powers on scanning through her cousin's mind, trying to see if there any remnants of Megatron in his head.

"I can safely say that there is no trace of Megatron in your head," Gwen concluded as Ben sat up.

"Um, Gwen?" he called, making her turn, "there's still some parts that are a bit fuzzy, some things I don't remember, so I just want to say sorry for anything that I did to hurt you."

"Ben, there's no need to apologise," Gwen comforted, "it's like when Dagon controlled me, you weren't in control, but don't worry, there's no one else in that head of yours. Even if you sometimes need it," she joked.

"You think you're a comedian, don't you?" Ben said shaking his head, "I'm gonna go get some sleep." He made his way down the stairs and walked to his room.

He didn't get far when he heard heavy, metal footsteps behind him. He turned around and smiled, seeing that it was Arcee. The femme in question placed a hand on her curvy hip and smirked down at Ben.

"So, what was Gwen diagnosis?" She asked,

"Nothing to worry about," Ben replied nonchalantly.

Ben was just about to switch topic until, "Uh… Ben… I was wondering if I could take you for a drive tonight so we could talk?" She asked.

Ben studied her features a little more keenly and was almost mind-blown when he detected a hint of… nervousness in her voice. 'She is nervous about taking me for a drive? What did she want to talk about?' pondered Ben.

"Uh…yeah sure," He replied.

The blue femme smiled graciously. She then collapsed down into her vehicle mode, reeved her engine, and drove up to Ben's side. The Omnitrix bearer grabbed his jacket, mounted Arcee and strapped on his silver/green helmet. Arcee then drove down the corridor, heading for the blast door exit.

Later…

Night had fallen over the Nevada landscape. The skies were clear, the stars were out, and the moon in its waning gibbous phase was shining high in the sky. Driving down a lone road was a blue motorcycle with a brunette-haired teen wearing a green jacket. Arcee and Ben drove along the desert road, riding in peaceful silence.

Both were inwardly deciding what they would say to each other. The duo had been on the road for thirty minutes now, going at least seventy miles an hour, well over the speed limit. They didn't care though.

To Ben's confusion, Arcee took a turn off the paved road and onto a dirt trail that cut through the plains of rock and sand and lead to a tall, sand-coloured mesa in the distance. It only took them five minutes to reach the base and surprisingly there was a pathway that wrapped around the plateau that led all the way to the top.

Arcee carefully drove up the road and it only took them a couple of minutes before they reached the top. The blue motorcycle came to a stop around the north side. Ben took off his helmet, places it in her subspace, and dismounted Arcee. He walked over to the edge, admiring the magnificent view of mesas, rock structures, and desert plains. The starry night and moon above them only added to the tranquillity he felt.

"Wow…" He gasped, admiring the beautiful view. "This spot is incredible. How did you find it, Cee?"

The blue motorcycle broke into pieces before reassembling into Arcee's robot mode. She strolled to Ben's side and took a seat, dangling her feet off the ledge. While still gazing out at the sight before them, Arcee replied, "I found it while doing recon here a couple years ago. Cliffjumper and I would usually come out here."

Her once happy face then grew into a twinge of sadness. Ben looked at her with a mien of sympathy. The teen hero really felt bad of what happened to her. She had lost two partners, her sisters were presumed dead, her home planet was dead and just recently he attacked her while being controlled. Ben couldn't even come close to knowing what that felt like.

Ben glanced down at her large black hand by his side. Doing the only thing he could, he laid it over her servo and gently held it. Arcee was brought out of her thoughts and looked at Ben. The frown on her face immediately shifted into a gentle, warm smile. Ben gave her a reassuring smile in return.

Ben felt his heart rate increase as he stared up into Arcee's beautiful metallic face and into her cerulean optics. There was no doubt in his mind anymore, he liked Arcee. Now was the time to ask her what he had on his mind for the past week.

"Arcee… uh…" he paused as he rubbed his neck and looked away embarrassingly. "Uh… are you… doing anything Saturday? Recon? Scouting? Anything?"

The azure femme gazed at him, her optic widening slightly. 'Is he about to…?' She inwardly hoped.

"Uh… n-no, I'm free. I mean, as long as the Cons don't do something to warrant our attention." She answered a little anxiously.

"Well…" Ben gulped. He had fought, criminals, Decepticons, warlords and an all-powerful dimensional being. Why was this making him so nervous? "I was hoping you and I could go to the outdoor movie theatre in Jasper? A long, romantic ride afterwards?"

'H-he…he's asking me out! I-I don't believe it. YES!' the femme inwardly cheered. She paused, immediately realizing she was squealing in excitement in her mind, which was way out of her usual tough girl character. She mentally shrugged nonchalantly, knowing Ben is the only person who will see her like this.

"Arcee, you still there?" Ben asked.

Arcee blushed deeply. She had realized she had been staring at Ben for over a minute. "Uh… y-yeah… I'd love to." She stuttered. The nervousness then faded away to a warm, calming feeling. "But for now…" She leaned down and kissed Ben on the cheek again, causing his face to turn tomato red. "Let's just enjoy the moment."

Ben smirked. He couldn't agree more. With his hand on top of hers, the two looked ahead, gazing at the desert landscape and the clear night sky. Both partners were happy for their newfound relationship and the future to come.


A/N: There you have it folks, chapter 16. Nearly a whole year after chapter 15

Alright, Ben asks Arcee out! Hurray! Hope you enjoyed the update.

Here's a list of the episodes in Season 1 that I will be doing next: Interlude Part II: PTSD, Operation: Breakdown/Osmosian, Crisscross, Metal Attraction (maybe, it depends), Rock Bottom, Interlude Part III: The Mass Shifter, Operation: Omni & Mana saga, Stronger Faster, and the Unicron arc.

Three episodes I'm skipping like Shadowzone, Partners, and TMI. However, I will give detailed summaries for what happened in the updates that come after that episode.

For some of you who are wondering, the Operation: Omni & Mana saga is when the Decepticons manage to kidnap Ben and Gwen. They will torture and study them both keenly. How exciting!

Anyways, please leave any comments or critique in the review box. See you next time.