"Kevin! Stop! You're hurting me!" Gwen said in pain

"This is your fault. You could have helped me with your magic." said Kevin in anger

"No! I tried to..."

"You tried. Eveybody tried. But here I am, a monster, and if I look the part, why shouldn't I act it?"

"I'm here to help you now!"

"Help yourself." Gwen started to scream lowder as Kevin started to absorbed more of Gwen's power.

Then Gwen's eyes started to glow purple. "Punctum contego!" The arcade machines started to glow purple and started to charge at Kevin. Kevin let go of Gwen as she started to make a run for it. Then some of the machines pined Kevin to the wall. Kevin started to punch the machines destroying them. "Kevin! Talk to me!" Kevin started to shot fire from his mouth destroying more arcade machines and causing an explosion. Gwen was able put up a dome to protect herself. She saw Kevin was unharmed and heading towards her.

"I'm coming for you, Gwen."

"Abeo exorior!" Then Gwen teleported away. She teleprted into an alleyway near the arcade where Ben, Star and Darkstar were.

"Thought we were gonna have to come in after you." said Ben

"Not quite." said Gwen

"I suggest we prepare ourselves for what's coming next and quickly." said Darkstar

Later in the Rustbucket 3 Ben was flying it to there next location.

"It didn't work, Michael. Kevin's just as dangerous as ever." said Gwen

"Huh. And I thought for sure you'd be able to talk him out of his mindless revenge spree." Ben said sarcastically

"It worked perfectly, lovely Gwen. Levin has had a taste of your power. He's going to want more." said Darkstar

"So Gwen is the bait." said Star

"Then what's the hook?" asked Ben. They soon landed in Los Soledad. They headed in the lab. "I still don't get it. What's supposed to happen when Kevin gets here?

"I think that's where I come in." said Cooper who was much bigger then he was before.

"Do I know y... Cooper?"

Gwen started to walk up to Cooper. "I had a growth spurt."

"Yes, you did." said Gwen

"Hi, Gwen. Always glad to, uh, y-you know, help out" Cooper said nervously

"Our twitterpated young genius has agreed to help build a machine that will allow us to use the powers inherent in this." said Darkstar as he showed them the piece of the Dominus Librium.

"The Dominus Librium again?" said Star

"Still a bad plan." said Ben

"If they can get it working, we can use it to cure Kevin, just like last time." said Gwen

"And if it doesn't work?" asked Ben

"You already know the answer, Tennyson. There is but one way to deal with a mad dog." said Darkstar

"But it's not going to come to that. It's going to work." said Gwen

"I'll do everything I can, Gwen." said Cooper. He started to use his powers to move objects in order to build the device.

"It's obvious why Cooper's helping. You not so much." said Ben

"Yeah. You're not the helpful type." said Star

"The same reason as always, power." said Darkstar

"I promised him manna. If he helps, I'll give him enough to keep him at full strength fo a year."

"Yeah. Great plan all around." said Ben sarcastically

"It was the only way to save Kevin" said Gwen

"You mean if we can save him." said Star

"Right, things are way past that, Gwen." said Ben

"No. All we have to do is..." said Gwen

"There's no "we". Not this time. I'm the one who put Kevin in the position where he had to absorb that energy. It's my fault that he's lost control. And everything he's done since, all those people he's hurt, all those people he's going to hurt, that's my fault, too."

"You got to let me try."

"I will, but only because I know you're going to fail. Paradox already told us how this one was going to end. I'm going to do what needs to be done. If you can get Kevin to come here, fine. It's as good a place as any to end this. How long before that thing's ready?"

"Um, a couple of hours?" said Cooper making a guess

"You think we can delay Kevin anywhere near that long?!"

"Um...less?"

"In one hour, you get one shot. Then Kevin belongs to me."

Later at Gwen's house. Kevin flew down in front of it.

"Gwen! I know you're in there. I can smell your manna everywhere." said Kevin. He walked up to the door and ripped it off.

"She can't come out right now. Can I help you?" said Max

"Unless you want another trip to the hospital, old man, you'll step aside."

"Not before we talk."

"We got nothing to talk about. Move or die!"

"Your call." Kevin tried to get into the house. But Max just pulled out a blaster Kevin sending him back. Max continued to blast Kevin till he was on the ground on his back. "Sorry it had to end like this, kid."

"Not as sorry as you're about to be." Max fired but this time Kevin absorbed the attack. Then fired it back at Max sending him flying back. Kevin tried to stomp on Max and he rolled out of the way. Max tossed a few gas grenades in Kevin's face. "You think that's gonna save you?" Max sneaked behind and placed an explosive on his back. When it went of it send Kevin into a light pole. "I've had enough of your tricks!"

"Too bad. I'm just getting started." Max pressed a button and the Rustbucket started to drive up with its weapon on the roof of the RV armed. "Fire!" The Rustbucket fired its weapon an it started shock Kevin. Max pressed the button and the weapon stopped firing. Kevin fell to his knees. He started to shake his hand and the ground started to open up under Max. He fell down the hole and landed on a pipe. Kevin walked over and picked up Max.

"I don't know why I ever looked up to you. You don't even have any power to steal."

"Put him down, Kevin." said a man

Kevin turned to see Harvey. "You don't tell me what to do!"

"I said, "put him down"! Are you listening to me, son?"

"You're not my real father! You don't tell me what to do!" Kevin just dropped Max on the ground.

"You're right, I'm you were 4 years old when I married your mother, and I raised you like my own."

"So?"

"So? So you're going to listen."

"You got nothing to say to me! You've tried to take my real dad's place, you convinced my ma to kick me out on the street when I was 11 years old."

"We didn't kick you out, Kevin. You demolished our house!"

"Whatever. If ma really loved dad, she would have never remarried."

"You watch your mouth. Your mother loved your late father more then she loved me, and you more than either one of us."

Kevin started to head towards the house. But Harvey walked and stood in Kevin's way. "Step aside, Harvey. I'm here to see Gwen."

"So you can drain her powers? Max told me what you've been doing. I'm not gonna let this happen again."

"How are you gonna stop me? You hiding my ma in there?"

"No. I'd never let her see you this way. She was so proud of what you were becoming. I won't let you break her heart again."

Kevin's eyes glowed green he raised his arm up and it started to spark. But Harvey never move. "I'm not afraid of you anymore, Kevin."

"I'll take it from here, Mr. Hackett." said Ben

Kevin turned around and saw Ben. "Figured you were around here somewhere, Tennyson." said Kevin

"Yeah. Gwern had this plan where we'd all talk to you, and you'd see the error of your ways."

"Sounds like Gwen, all right."

"But you and I know better. We both know there's only one thing you understand." Ben then activated the ultimatrix and hit it. "Big Chill!" Kevin fired a lightning blast at Ben but he went intangible as the lightning went through him and hit a wooden fence. "Good shot. But I suppose that's cold comfort." Ben breathed out freezing Kevin. Harvey ran over to where Ben is. Ben turned back to normal. "I'm sorry I had to this to you, Kev..." Then Kevin broke out of the ice by the shock wave.

Kevin jumped over to Ben. "Always so sure you're gonna win. What do you got to say for yourself now?"

"Spidermonkey." Ben said as he activate and hit the ultimatrix. Once Ben transformed he fired a web from his tail in Kevin's face.

Kevin quickly got the web of his face. He then noticed Ben was gone. "Where are you, Tennyson?!"

Then Ben hit Kevin with a light pole. This send Kevin flying back. "It's going, going, gone!" Ben started to run around like in a baseball game. "That's Tennyson's 250th home run this season!"

"Tennyson!" shouted Kevin as was flying back

"May have to call that a ground-rule double." Kevin started to fire his eye lasers at Ben from the sky. Ben was dodging all of Kevin's attacks. Ben then shot a web line at Kevin and pulled on it sending Kevin down into the Rustbucket destroying it.

"Ben!" shouted Max after Ben destroyed the Rustbucket.

"Uh, sorry, Grandpa."

Gwen soon came to the door. "What are you doing?!" said Gwen a bit loud

"I said I was sorry. Anyway, you're supposed to be hiding."

Gwen walked up to Ben. "And you're supposed to be delaying him, not dropping RVs on his head!"

"Uh, actually, it was the other way around." Gwen just gave Ben a stare. "I know what the plan was, but since I already beat him, we don't need the plan."

Kevin got back up and lifted up the Rustbucket. "Gwen!?" Kevin said noticing her. Kevin tossed the Rustbucket to the side.

"Quick, what was that plan again?" asked Ben. Then he started to charge at Kevin.

"You're in my way, Tennyson." Kevin summoned a small tornado of wind that Ben got sucked in and was being carried away.

"Ben!" said Max

Kevin charged at Gwen but Gwen summon a block made of manna that Kevin ran into and destroyed but it still knocked Kevin back and to the ground. When Kevin got up Gwen was already gone. As Gwen was getting away Ben got out of the small tornado. Ben used the communicator function of the ultimatrix to call Gwen. "So, how's the plan working?" asked Ben

"Like a charm. Can you call me back? I'm a little busy." said Gwen as Kevin was right behind her. As Gwen tried to get away from Kevin, Ben patched Star in.

"You ready, Star?"

"Yes, I am."

Soon after Star join the chat Gwen was able to lose Kevin. "Okay, I ditched him for a minute." said Gwen

"You sure this is how you want to play it?" asked Ben

"It's how you want to play it, too. Just let me try. If we fail, then... Look, we won't fail. Kevin's a good man. We have to trust that."

The truck that Gwen was riding on started to honk its horn. Kevin was in the middle of the road. The truck started to swerved and tanker part of the truck hit Kevin causing a huge explosion. That was in the shape of a mushroom cloud. Both Ben and Star could hear the explosion.

"Gwen? Gwen?!" Ben said in a worried tone.

"I got this Ben. After all I'm closer." said Star

Back with Gwen. She was able to survive the blast with the driver by being a dome of manna. She floated out of the flames. Once they were out she lowered the dome. Gwen told the driver to run as Kevin walked out of flames unharmed.

"I'm starting to think you're deliberately avoiding me." said Kevin

"Kevin, you're not well. Think about what you're doing." said Gwen

"I'm getting revenge on anybody who ever did me wrong, and I'm stealing your powers because I want them. I'd say I'm pretty clearheaded."

Gwen the pulled out her spell book. "Tempestas serrectum!" Gwen summoned a huge gust of wind. "Stay back, Kevin!"

"I'm not afraid of you." Then a Narwhal hit Kevin knocking him back a bit.

"What about me?" asked Star

"I'm not afraid of you either."

"You should be. I'm stronger then you think."

"Yeah right." Kevin fires his eye beams at Star. Star transformed into her butterfly form and flew up in the sky. "Okay, that's new."

Star fired a blast knocking Kevin back. As Kevin got up with a rainbow glow in his eyes. "Ah, Thanks for the pick-me-up."

"Oh right, Chromastone's power. I forgot! I need to use none energy spells." Kevin fired a rainbow beam at Star. She was able to dodge the blast by opening a portal and went in.

"Where did she go?" Kevin wondered where Star went.

Star appeared right behind Kevin. "Super cupcake bomb." Cupcakes hit Kevin's back and exploded sending Kevin flying forward.

"Sneaky trick." Kevin started to charge at Star.

"Warnicorn Stampede!" Star summoned a huge stampede of warnicorns charged at Kevin. The warnicorns were able the trample over Kevin. As Kevin was under the warnicorns, Ship in his ship form and Julie. She picked up Gwen. As they flew away Kevin went intangible to get free of the warnicorns. Kevin started to fly to follow them. "Oh no. Jelly Bean Hallucination Mist!" A mist started head towards Kevin but he blew a just of wind and the mist hit Star. Star started to cough as she fell to the ground no longer in her butterfly mode. Ben was able to get there just in time and caught Star before she crashed into the ground. Star was laugh up a storm. Then she started to act all goofy.

Over at Los Soledad Cooper and Darkstar was still working on the device. Soon Cooper's phone started to ring.

Cooper used his powers to talk on it without holding it. "This is Cooper. Go ahead." said Cooper

"We're almost there, and Kevin's right behind." said Gwen

"We're not ready, Gwen!"

Then Darkstar grabbed the phone. "We will be." said Darkstar. Then he hanged up the phone. "I can finish from here. Just slow him down." He handed the phone back to Cooper.

"How am I supposed to delay Kevin?"

"This is an abandoned military base. Think." Cooper used his powers to activated the bases defenses and started to fire missiles at Kevin. Kevin tried to dodge them but they were heat seekers. They hit Kevin and he started to fall. He fell onto one of the buildings. Once Kevin got up more missiles and a mini gun started to fire at Kevin. He grabbed on of the missiles that was fired and tossed it to were they were coming out from destroying it.

"That's it. I'm out"

Outside. Julie was dropping Gwen off.

"Are you sure about this?" asked Julie

"Not really? But this is the only way to save him. Go!" said Gwen

Ship flew away with Julie. Then Kevin showed up behind Gwen. "What's it gonna be this time, Gwen? You gonna run, or you gonna fight?" asked Kevin

The Cooper burst out of a wall. "You stay away from her! Aaaah!" said Cooper as he charged at Kevin

But Kevin quickly grabbed Cooper and lift him up into the air. "Trying to make time with my girl, huh?" Kevin tossed Cooper up into the air. Kevin was going to punch him once he came down. But Ben flew in as Ultimate Echo Echo with Star hanging around his neck. Star was still under the effects of the mist.

"Ben?" Cooper asked as Ben dropped off both Cooper and Star

"Yeah, it's me. This is a new one." said Ben. He then started to whisper into Cooper's ear. "Do it!"

"You are really starting to bug me." said Kevin

"I'm sorry about that, but I can't let you hurt anyone else."

Gwen ran over to Ben. "Ben, you promised we'd try it my way first." said Gwen

"Yeah, I lied." Then pushed Gwen out of the way. Star grabbed Gwen and started to mess with her thanks to still being out of it.

Ben send out a sonic wave that send Kevin flying back throw several buildings. Once Kevin stopped the building he was in fully collapsed on him. Ben flew over and landed. Then Kevin burst out of the ruble.

"I've had it with, Tennyson, always beating me when we were kids, everything always going your way!" said Kevin. Then he started to fire crystals at Ben. Ben the send out sound waves to use as a shield to block the crystals. "I get turned into a freak, you become a world-famous superhero!"

"I don't even like being famous. Between you and me, I wish I had my secret identity back." said Ben

"My heart bleeds for you. Now you just bleed!" Kevin send out a wave that make metal start to get attracted to Ben. Soon a tank started to head towards Ben. Ben two discs from his shoulders. They send out sound waves that destroyed the tank. "Nice. But I've got all your powers. Sooner or later you're gonna make a mistake, and that will be the last time."

"I'll try to make this as quick and painless as I can." Ben launched two disks from his hands. The disks started to multiply and surround Kevin. "Sonic Doom!" The disk vary high sonic waves. This started to hurt Kevin as he grabbed his head as he screamed in pain. Once the disks were done Kevin fell to the ground out cold. A disk popped out where Ben's ear should be and went in front of Kevin's face. "One more should do it."

"Ben, don't! He's our friend!" said Gwen as she ran up to Ben

"He was going to hurt you."

"It's not Kevin. It's the power. It's not his fault."

"Paradox said I was the one who will do what has to be done. I got to!"

"Then do it. Protect the innocent that's Kevin, too."

Then Ben turned back to normal. "You better be right."

Ben, Star and Gwen worked together to strap Kevin into the machine that Cooper and Darkstar had made. Cooper began to start up the machine. "That's it. We're ready to go." said Cooper

"Are you sure it will work?" asked Gwen

"Pretty sure." Cooper noticed Gwen was looking down. "I mean yes." This cheered up Gwen. Cooper pulled the leaver up. The machine started to it job. Soon a beam started to come from Kevin's and headed for the Dominus Librium. Kevin was in pain as the extra alien parts started to disappear. After a bit he was back to normal. Because of Kevin was bigger before he fell out of the machine as it turned off.

"Kevin!" Gwen said as she ran over to him

Darkstar was holding the Dominus Librium once the machine was done he was now in his gold form. He raised up into the air as he did he laughed and plasted away the rags he was wearing. "You pathetic imbeciles! This was my plan from the beginning! The power is mine! Nothing can stop me now!"

"Like everybody didn't see that coming." said Ben. Ben pressed switch the revealed a big red button. Ben pressed it and Darkstar was no longer was in his golden form.

"No!" said Darkstar as he fell to the ground. "What happened?"

"All the power you stole and all the power Kevin stole, it just went back to where it belongs."

"And that's the least of your problems." said Kevin as he walked up to Darkstar and punched him in the face giving him a black eye. Kevin then turned to Cooper. "Nice work, kid."

Then Gwen gave Cooper a hug. "You saved his life!" said Gwen. Then she give Cooper a kiss on the cheek.

"Ben figured out Darkstar's plan and told me what to do." said Cooper

"Hey, since you're kissing people." said Kevin

Then Gwen walked up to Kevin and the two started to kiss.

"Now, that's what I call a happy ending."

"I guess." said Cooper with a hint of jealousy in his voice

Then Max and Julie in her Ship armor entered. "You don't know the half of it. We expected Heatblast and the others to get there powers back." said Max

"But even the energy Aggregor stole went back where it belongs." said Julie

All five aliens that Aggregor absorbed were now in the room. "And returned us from oblivion. Thanks you, Ben Tennyson." said Ra'ad

"Wasn't me this time. It was all of us." said Ben

Then Kevin walked up to Ben. "Listen, uh, when I was, uh, out of control, I said some things." said Kevin feeling a bit guilty about it.

"No need to apologize. We're both kind of jerks. That's why we both get along."

"I'm not a jerk." said Star as she walked up to them

"Good point. If I were you, I'd apologize."

"Yeah, well, if I were you, I wouldn't have been such a wuss!" said Kevin

"Wuss?!"

"If you ever lost it like I did, I would have taken you down right away."

"And if I had, you wouldn't be here to call me a wuss!"

"So it worked out great."

"Who wants to go with me and help explain to my folks what happened to their house?" asked Gwen

"Mr. Smootie?"

"You buying?" asked Ben

Ben and Kevin started to leave. "I'll join you." said Star joining them.