Welcome back, Ultras to yet another chapter of The Ultra 10 Chronicles! As you can see, I got the chapter done and out by Thursday, so there's that, I hope you enjoy it! Next chapter I'm going to try to have it out by this next Monday, the 31st of May, partly to give me time to write, as well as to get back to our regular Monday schedule.

On a seperate note, I have created a facebook page where I will be more able to communicate with you, the readers, as well as post ideas, concept art, and answer questions. The page is called by my pseudonym, "BrownTown GrayDay." If you would like, go follow that page!

Only two triggers this chapter. The first one is in the paragraph which starts with, "No, I'd better not, Ben said..." The second one is the last paragraph before the Author's Note.

There is a soundtrack for this chapter. It is "Blow Me Away" by Breaking Benjamin. You can watch it on youtube by going to /watch?v=5yHuuBZgif0. This song was a good mix between Ben, Alex and Carl's feelings in this chapter.

Enjoy the chapter!

The Ultra 10 Chronicles: Volume 2: A Hero Earth Needs

Chapter 37: A Different Kind of Enemy

"Ugh!" Ben groaned hitting the blaring alarm clock. He wasn't too keen on getting up, however school would be starting in less than an hour. Sitting up, he got out of bed and stretched. His scared shoulder was sore, as it usually was, though that didn't make it any more pleasurable. Rubbing it a little, Ben grabbed some of his clothes from his drawer, and headed into the bathroom.

Shutting the door behind him, Ben turned the water in, letting it run hot for a moment before undressing and stepping inside. The hot water felt refreshing as it ran over his skin. Ben sighed deeply, relaxing in the steam. However, after a few minutes, Ben reluctantly turned the water off, and stepped out of the shower. Grabbing a towel, he made his way out of the bathroom and back into his room.

"I'm not looking forward to going back to school," Ben said to himself as he got dressed. "I'm sure everyone has heard about my parents, and I'm not sure I want to deal with everyone's sympathy… But I guess that I gotta start back up sooner or later." Having dressed, Ben made his way downstairs and to the kitchen table for breakfast.

"Good morning, Ben," Natalie greeted him as he sat down at the table. "How did you sleep last night?" Ben shrugged his shoulders.

"It was alright," he said. "What's for breakfast?"

"Muffins today," Natalie said. "I'm heading into my office early today, so you and Gwen are going to have to walk to school today." Ben nodded, biting into a muffin. Natalie finished packing her briefcase and went into the garage, to start her car. About that time, Gwen came downstairs, having showered, though it her face was still red from the hot water.

"Wow, you must like it hot," Ben commented.

"W-what?" Gwen stuttered sounding flustered.

"The water," Ben replied. "You're face is still red, so you must like it really hot."

"Oh! Yeah… something like that…" Gwen looked relieved. She set down her school bag and rearranged her books before zipping it up. "So is mom going to take us?"

"Nah, she left early to work, so we're walking to school," Ben said, trying to hid the fact that he really didn't want to go, especially sharing an awkward walk with his cousin.

"Oh, uh… great," Gwen said. "We should probably get going then." The two cousins made their out the front door and towards school.

An hour and a half earlier, Gwen's perspective

Gwen grabbed her clothes and made her way to the bathroom, only to hear the shower already going.

"Who?" Gwen started to ask when she remembered that Ben was living with them. After so many years of being an only child, it was definitely taking some getting used to having someone other than her parents living in the house.

"Ben will be out of the shower in a minute," Gwen said to herself. Then she stopped herself. The thought of Ben in the shower? The thought of his bare chest in the steamy shower.

"What am I thinking?" Gwen asked herself, trying to shake the disturbing thought from her head. "He's my cousin!" The thought of Being the shower sent shivers down Gwen's spine. Instead, she went back into her bedroom and waited until after she heard Ben open the bathroom door, before quickly heading inside, and starting up a shower for herself.

A good while later, after the water had thoroughly washed away her disturbing mental image down the drain, she walked into the front room. Upon seeing Ben, the image flashed through her mind again, she struggling to keep int clear.

"Wow, you must like it hot," the object of her embarrassment said. Gwen's mind just about snapped trying to figure out what he'd just said. Had he somehow known what she'd thought.

"W-what?" Gwen fumbled for a sound that didn't reveal her embarrassing thought.

"The water," Ben replied, as oool as water. "You're face is still red, so you must like it really hot."

"Oh! Yeah…" Gwen stumbled out, grateful that he hadn't been talking about the other reason her face was so red. "Something like that…" She set down her school bag and rearranged her books before zipping it up. Changing topics, Gwen was trying to keep herself focused on something other than her cousin.

"So is mom going to take us?" She asked. Ben shook his head.

"Nah, she left early to work, so we're walking to school," Ben said,

"Oh, uh… great," Gwen said.

"Just great! I get to not only think about the Dweeb like… that, but now I get to walk with him all the way to school!"

"We should probably get going then." The two cousins made their out the front door and towards school. Gwen was not looking forward to the long, awkward walk ahead of her.

Alex Animal's base

"Alex!" His mother's angry voice shouted from across the house.

"What?" Alex asked, not wanting to be on his mom's bad side any more than was absolutely unavoidable.

"I'm going out again with my friends," Amanda shouted back. "Don't you dare make a mess while I'm gone, or you'll regret it!" With that, she reached under the kitchen sink and puled out the coffee can, shoving whatever cash she had stowed away into her purse, before exiting out the front door.

Alex went to the window, watching the the car disappear down the road into the distance. No longer afraid of his mother for the time being, he got his favorite blanket and, putting in a VCR, he plopped down on the couch to watch the Lion King. After about an hour, Alex fell asleep.

Waking up in the morning, Alex saw that the tv had the blue screen it usually got after the VCR had played through the credits. Rubbing his eyes, Alex got up and turned off the tv and wandered into the kitchen. There didn't seem to be any sign of his mother. A little confused, Alex went searching throughout the small house for her. She had work at ten, and she'd be furious if he didn't wake her up in time for her to go.

"Mom?" Alex called out as he searched for her. He opened her bedroom door, only to find that she wasn't there either.

"I guess that she's already gone to work," Alex thought as he shrugged his shoulders. He went back into the kitchen to find something to eat. He opened the fridge, but didn't see much of anything in there to eat, so instead he rummaged through the cabinets until he found half a loaf of bread. Taking several slices out, Alex got a glass of water, and sat back down in front of the tv to enjoy his breakfast.

Some time later, Alex placed his cup in the sink and found a notebook and some markers to draw with. After a while drawing, he got hungry again and ate some more bread before watching another movie. Pretty soon, it was getting dark, and Alex's mom still hadn't showed up. That was fine with Alex. Sure, he was lonely, and she hadn't ever been gone this long, but she always returned, so he wasn't too worried. Finding his blanket, he curled up on the couch again and drifted off to sleep.

The next day progressed much the same as the day before. His mom never showed up, and Alex was starting to get really hungry, having eaten the last of the bread for lunch. Desperate, Alex wandered into the bathroom and looked at the toothpaste tube. His stomach churned as he reached up to it and unscrewed the lid. Reluctantly, he squoze the blue-and-white paste out into his mouth.

"Yuck!" Alex spat the disgusting stuff out. It's not too bad on your teeth, but trying to eat the stuff was just disgusting. Still, there wasn't anything else in the house he could find to eat.

"Pfft! 'Dat is yucky," Alex protested before he squoze out more of the toothpaste into his mouth. Forcing himself, he swallowed it, almost immediately hanging his tongue out in protest to the awful taste. Deciding that he'd had enough, he got himself a glass of water, and went to bed.

Alex was woken up early to the sound of someone banging on the front door. By the sound of it, it was someone who was big. Carefully, Alex snug up to the window and peeked out. He saw two big men standing in front of the door. Both of them were wearing uniforms of some kind, and funny looking hats on. Just as he was about to go find somewhere to hide from these strangers, the nearest one glanced at the window, spotting Alex. He smiled and waived to him, which quieted some of the stranger-danger fear Alex was feeling, and he waived back.

"Is your mom home?" The man asked through the window. Alex shook his head. Then he decided that he'd better go find somewhere to hide. Grabbing his blanket from the couch, Alex went into the laundry room and hid between the water heater and the washer, waiting for the strangers to go away.

It sounded like they knocked on the door several more times, before deciding to try the door handle. Finding it unlocked, the two men entered the house.

"Miss Poirski, this is the police, are you home?" The first man shouted out. Not hearing any reply, the two officers started searching the house for her.

"It doesn't look like she's been here for days," the second officer said. "Looks like the kid has been taking care of himself."

"Poor kid," the first officer muttered, shaking his head. "Still, we need to try to find her if she's home before we start making assumptions." The two officers continued throughout the house, calling out for Alex's mom. After a few minutes of searching, the two officers met back up in the living room.

"It doesn't seem that she's home," the second officer said again. "What do we do now?"

"Did you see that kid?" The other officer asked. The second guy shook his head.

"No, the little guy must be a pretty good hider."

"Alright, you call CPS, I'll see if I can't get him to come out of wherever he's hiding at," the first officer said. The second officer nodded and exited the front door, standing on the front step to make the call.

"Hey, buddy," the officer said in a gentle voice. "Could you come out to where I can see you?" He waited a moment before continuing.

"My name is Officer Lyle Kirk. What's your name?" The officer waited again for a response for a few moments. Alex still wasn't going to risk coming out.

"Hey, buddy, I've got some cookies in my car, would you like some?" At the sound of cookies, Alex was just about tempted to come out. His mouth watered and his stomach rumbled.

"I'm just trying to make sure you're okay," the officer said again. "But I don't know where you are. So could you come out, buddy?" Gingerly, Alex left his hiding spot in the laundry room and crept down the hallway. The police officer was standing by the door, making sure to stay in sight of his partner.

"I've got some chips ahoy cookies my wife sent me," the officer continued. "I'll give them to you if you come out." Carefully, Alex made his way farther down the hallway, and into the living room. Upon seeing him, the policeman smiled and knelt down.

"Come on, buddy," he said, motioning with his hands to Alex. Emboldened, Alex left the wall and walked closer to the policeman. "What's your name, buddy?"

"Alex," Alex answered.

"And how old are you, Alex?" Officer Kirk asked. Alex held up his fingers. "Six years old, huh?" Alex nodded his head enthusiastically.

"That's pretty old," Officer Kirk said. "Are you old enough to know your last name?"

"Pwo-ski," Alex tried to say his last name, making the officer chuckle slightly.

"Is it Poirski?" He asked. Alex nodded. "It's a little hard to say, isn't it?" Alex nodded again.

"Well my friend is calling some people who to come over here. They're going to find where your mom is, alright?" Officer Kirk said. Alex got a confused look on his face.

"Mom's gone," he said.

"That's right, she is, but she should be spending time with you," Lyle replied. Alex shook his head.

"No, I don't want her too!" The policeman got a concerned look on his face.

"And why is that?" He asked.

"She's bad, and she hurts me," Alex said. "I don't like her."

"Well, you won't have to worry about your mom being mean to you," Officer Kirk said. "I'm going to be here to make sure she doesn't be mean to you, alright?" Alex nodded his head, and hugged the officer.

"Are you my friend?" Alex asked. The officer was taken slightly aback at this poor, neglected child.

"Yes," Lyle said, sniffling. "Yes, I'm your friend." He stood up, wiping a tear from his eye. "Now, I think that I promised you some cookies!" Alex nodded enthusiastically. As he followed his new friend out to the squad car.

Alex woke up, his eyes moist from his dream. He dried them on his shirt and cleared his throat. He couldn't break down, not when he had a job to do. He was going to rid Bellwood of the evil Ultra 10, the one who had killed his adoptive father. He stood up, walking into his makeshift bathroom and stared in the mirror.

"Today is the beginning of the end, the end of my plans. I will shall get justice for him, or I don't deserve to be the adoptive son of Lyle Kirk," Alex said, firming his emotions, sharpening them into a sharp blade of hatred. "I have to do it for him."

Ben sat through school, absolutely hating it. Not that that was much different than most days at school, he rather disliked it in general. A few people expressed their sympathies for his parents being in the hospital. He thanked them, though he really just wanted them to leave him alone. He had really only hung out with Sam and Lukas, but Sam was still missing, and Lukas was dead, so he just tried to keep to himself. That all ended at lunch.

"Hey, Ben," a feminine voice greeted him. "Mind if I sit with you?" Ben cranked his head around to see who it could be. He spied Ellie walking up with her trey of food.

"It's a free country," Ben said. "You can sit wherever you want."

"I'll take that as a yes," Ellie smiled as she set her trey down opposite the table from him. "So, why so gloomy today?"

"It's school," Ben said. "What's there to like about it?"

"You'd better find something in your life to be happy about, or you'll get a permanent frown on your face," Ellie said jokingly.

"Easy for people like you to say," Ben said. "You don't have to deal with Gwen like I do." Ellie gave Ben a quizzical look.

"She's my friend, and we hang out all the time," Ellie supplied. "And aside from that, we've been working together as Black Cat almost as long as you and Julie and Cooper were working as Team Ultra."

"That's not what's on my mind," Ben said in a hushed tone. Ellie finally understood.

"You're talking about that dance affair, aren't you?" She asked. Ben nodded his head.

"Yeah, that could have been a whole debacle by itself. But now I'm freaking living with her!" Ben realized how loud he had started to talk, and hushed his voice again. "It's not like these thoughts and feelings of dating Lucky Girl just vanish now that I know she's my cousin, you know?"

"The way I see it," Ellie replied. "Is that it is either whatever feelings you've got are the real thing, in which case there's not much you can do to make them go away; or their just hormones, in which case they'll leave as soon as you find someone you actually want to date."

"And how would you suggest I discern between the two?" Ben asked. "How do I know if it's one or the other?" Ellie smiled at him.

"That you'll have to figure out on your own," Ellie winked at him. "Now, if you really don't want to deal with Gwen, I'd better move to a different table before she gets here. But seriously, you need to learn how to work with her as a teammate again. People's lives could depend on it." With that, Ellie stood up, picking up her trey as she did so.

"Thanks, Ellie," Ben said, gentler then he had greeted her. She nodded as she walked off to an unoccupied table. Ben continued to eat his lunch, thinking of what Ellie had talked to him about. When the bell rang, signaling that class was about to start again, Ben decided that he couldn't stand to sit through the rest of the school day. And so, he decided that he'd "check himself out of school," and go visit his dad in the hospital.

It wasn't a long way to the hospital, even if Ben hadn't changed into Accelerate to speed there. Detransforming in the nearby alleyway, Ben made his way inside, checked in, and made his way to his father's room. Going inside, he saw his father still lying in bed, watching the tv. He still seemed to be oblivious to the world. Ben sat in the chair beside the hospital bed.

"Hey Dad," Ben greeted his father. "I hope your day has been better than mine. Although I probably shouldn't complain. School is school, and I guess that it isn't all that bad." Carl didn't seem to even register that his son was talking to him. He just continued to stare blankly at the tv.

"Do you remember what you told me last time?" Ben asked. "I've been trying to figure out what it means… Do you know what it could mean?" Still he got no response from Carl.

"Groundhog, Pork chop, the gun goes pop, pop, pop," Ben tried to jog his father's memory. "Pig's dead, pig's dead-"

"The ground grows red, red, red," Carl finished the riddle.

"That's right, you remember," Ben said. "What does it mean?" Carl stared blankly at the tv. Just as Ben was about to think that he wasn't going to say anything else, he heard his father speak again.

"Groundhog is a mean old snake," Carl whispered. "Leaves chaos in his wake. Hides in the earth all day, doesn't want to come out and play." Ben got a concerned look on his face.

"I still haven't figured out the last one," Ben said. "Now you're saying that a groundhog is a snake?" Carl simply blinked his eyes, as he continued to watch the tv.

"Dad, what does it mean?" Ben tried again.

"Groundhog, Pork chop, the gun goes pop, pop, pop. Pig's dead, pig's dead, the ground grows red, red, red. What does it mean?" Ben tried again. "What is the Groundhog? Why is there three shots fired?"

"Groundhog is a mean old snake," Carl whispered again, ignoring Ben's questions. "Leaves chaos in his wake. Hides in the earth all day, doesn't want to come out and play."

"I guess that I've got to figure it out myself," Ben murmured. "Thanks for the help, Dad."

"Near, but not at; close, but not on," Carl whispered.

"Yeah, good bye to you too," Ben said as he left the room. Ben decided to walk towards Natalie's house, arriving there at about the same time that he and Gwen would have arrived if they had walked from school.

"I guess that I got here before Gwen," Ben said. Shrugging, he went upstairs into his temporary room and dropped his backpack onto his bed. He closed the blinds on his window, and shut the door. Making sure that he had his privacy, he took out his communicator and contacted Cooper.

"Hey, Gears," Ben said. "Any progress?"

"Hey, Ultra," Cooper greeted back. "Yes, your package yesterday has really helped, though I haven't broken it yet. The tech reeks of the doctor, which explains why it was so hard to make any progress. You see, the wavelength he's using is a high-frequency wavelength, so it cannot travel far. He's somewhere in the South part of town, but I haven't been able to pinpoint where exactly. Not yet, that is."

"So he's in the South part of town?" Ben confirmed. "Well that simplifies the search a little bit."

"Not nearly as much as you'd like," Cooper said. "That's where most of the damage from Jason's attack is located. So there's quite a bit of abandoned buildings down there, any number of them he could be using, or be using multiple buildings."

"I guess we'll keep searching," Ben decided. "Are you ready for tonight?"

"I still am not sure we should be keeping it quiet from the team," Cooper said.

"I'm in my bedroom, and you're in your garage, two places we are fairly certain are secure," Ben said. "If someone even talks about it to someone else outside of here, there's a chance Alex could pick up on it, which would needlessly put people's lives at risk," Ben said. "If he does set the second building on fire, you tell the team to put it out, and we'll have to explain it afterwards."

"I know the plan," Cooper said. "But I still don't like keeping it from the others. Let's just hope that Alex doesn't set the second building on fire."

"Agreed," Ben said. He looked at the clock on the wall, seeing that it was getting close to showtime. "I'd better get going. You make sure that you're watching that satellite footage for the moment the second building lights up. I'm not going to be in communicator contact with you, so it's up to you."

"I got you," Cooper said. "Good luck!" With that, Ben ended the call, and opened up his suit, letting the nanotech unfold over his frame, in a matter of seconds, revealing his Ultra 10 suit. He glanced at the clock on the wall.

"Six, fifty-two," Ben read. "I'd best be getting there." He activated the Omnitrix, switching between the different silhouettes before selecting the one he was looking for.

"Upgrade!" Ben shouted as he was engulfed by the familiar green light. It vanished just as quickly as it appeared, revealing Ben in the liquid-metal form of Upgrade.

"Uh, Ben?" Julie asked through his monitor. "Are you going on patrol?"

"Um… yeah," Ben stuttered. "I got a lead on some low-level criminals on Broadway, so that's where I'm headed. I shouldn't need help, so you guys cover the rest of the city tonight."

"The rest of the city has been quiet so far," Julie said. "Are you sure you don't want any help with those criminals? Lucky Girl could be there in just a few minutes…"

"No!" Ben said, perhaps too abruptly. "No, I'll be fine. Just let me handle it tonight."

"Alright then," Julie reluctantly gave in. "Call us if you need any backup."

"You're on my speed dial," Ben said. With that, he switched the communicator directly to Cooper's channel.

"Almost blew that," Cooper said.

"Yeah, thanks for the help," Ben mocked.

"I like to see you squirm from time to time," Cooper said. "However, you'd better get there now. And I'm turning off your comm link in three… two…" The communicator shut off.

"Great," Ben said. "None too early too." Ben disappeared out his window, finding a vehicle to make his ride to Broadway faster. He arrived at Murray's family diner not a minute too soon. The moment he detransformed from Upgrade, he saw the apartment across the street burst into flames.

"I guess that that is my cue," Ben said as he activated the Omnitrix again. "StinkFly!" Ben flew into the building, which was now rapidly filling with smoke and flames.

"Hello?" Ben shouted in StinkFly's nasally voice. "Is anyone in here?"

"Over here!" A feminine voice shouted. Ben navigated his way through the smoky room towards where he heard the voice. He found a teenage girl huddling over what he assumed to be her younger brother. When they saw StinkFly's form emerge from the smoke, she screamed and practically strangled her brother in her grip.

"It's okay," Ben shouted as he hit the Omnitrix badge, resorting him back into his human form. "I'm one of the good guys!" Seeing him as a human seemed to calm the girl, even if only slightly. "I'm going to get you out of here!" He activated the Omnitrix and switched it to FourArms.

"No, I'd better not," Ben said. "If StinkFly scared her, a four-armed bodybuilder from Hell definitely would." He scrolled through several more silhouettes before finding one of the new forms. He slammed down on the faceplate, being engulfed in the green flash.

"SonicBoom!" Ben shouted. "No, that's stupid." He turned towards the outer wall and opened his mouth, unleashing a concussive blast that blew a hole through the bricks. The new opening billowed the smoke out, making it easier to see. However, the flames wouldn't be far behind. Outside, Ben could see flashing lights pulling up. Thank goodness the fire fighters were quick to the scene.

"You have to come with me," Ben said through this new form's robotic voice. "The building is falling apart, it's too dangerous to try to make our way downstairs." The teenage girl nodded. She revealed her brother from underneath her.

"Take Timmy first," she said. "Come back for me."

"Actually, I'm going to take you both," Ben said as his form split into two identical copies. Multiplying several more times, Ben surrounded the girl and her brother in a protective ring.

"You're going to want to hold on tight," Ben warned them. "After we jump, I'm going to use another concussive blast to slow our fall." The girl nodded as her brother, Timmy huddled up next to her. Compacting tightly, the whole lot of them jumped out of the hole in the wall, falling several feet before Ben let out a shout which shattered car windows below.

They kept falling, and Ben tried again, shouting even louder. The roof of the car below them crumpled under the pressure, and they slowed down considerably, but they still hit the ground hard. The protective ball of Ben's duplicates took the brunt of the fall, cushioning the impact for the girl and her brother. Ben felt every bit of it, however, and he gasped in pain as Timmy and his sister stood up. The duplicates absorbed back into Ben, and detransformed, still lying there in pain.

"Thank you for saving us," the girl said, before hurrying off towards the crowd of people on the other side of the street.

"That's what I do," Ben muttered back before standing up. "Although note to self: don't try that again." At that moment, he heard an explosion, as some pipe caught fire and blew up, blowing the windows out of the apartment building, raining shattered glass all over the road. There was a scream of surprise from the crowd of people.

"Back up!" Ben shouted. "You're too close! Let the fire department do their job!" In response, the crowd roughly backed up several yards. Ben activated the Omnitrix again, cycling through his forms.

"CannonBolt might be able to deal with the landings a bit better." He slammed down on the watch, becoming the alien in a moment. Curling up into a ball, Ben spun down the street, rocketing back towards the building. Jumping at the last minute, he soared through the opening he had come out of the burning building with the two civilians.

"Alright, where to go now?" Ben questioned. "Is there anyone else in here?" He walked through the building, trying to avoid the holes in the floor, and the burning debris that fell from the ceiling. "Hello?"

"Help!" Someone shouted. Ben curled up into his ball form and raced to where he heard the voice.

"Where are you?" Ben shouted.

"Over here!" He heard the voice again. Ben looked around.

"Where-" Ben was cut off by a burning wooden beam being slammed into his face. "Ugh!" Ben groaned as he stumbled back. This form had horrible balance, and he fell onto his back. The concrete cracked underneath him, threatening to give away.

"You are so gullible," a menacing voice spoke out from the darkness of the smoke. Ben tried to stand back up, but was unable to in this form. Instead, he slapped the badge, resorting back into himself.

"Where are you, Alex!" Ben shouted.

"Right here!" Alex shouted from behind him. Before he could turn around, Ben was hit again by the wooden beam, forcing him onto the floor again. Ben tried to stand up, but Alex violently brought the beam down onto him again. Ben coughed as he struggled to regain his breath. The thick smoke wasn't helping at all.

Ben raised his arm to activate the Omnitrix, but Alex stomped down on it. Ben let out a gasp for pain.

"You took everything from me," Alex shouted. He began to swell to the size of a black bear, the weight crushing Ben. The cracked and weakened concrete floor underneath him couldn't take the strain and broke away, dropping Ben and Alex to the floor below. In surprise, Alex resorted back into his human form. Ben seized the opportunity to go hero. He stood up in the form of HeatBlast. Alex stood up, wielding a twisted piece of rebar in his hands. On one end, it had a fragment of concrete hanging off of it. On the other side, it had been snapped off at an angle, forming a sharp point.

"Don't try it," Ben warned. Alex didn't take his advice, swinging the rebar at him. Ben blasted it with white-hot fire, instantly melting the metal. But then he was sideswiped by a paw the size of a frying pan. The force sent him flying through a burning wall. He landed, sprawled out on his belly. He got to his knees, struggling to get up. However Alex's gorilla paws slammed down on him, dropping him again flat on his belly. Ben moved to get back up, only to get slammed down again, even harder this time.

"I get it, alright," Ben gasped as Alex beat him again with his paws. "You hate me! You want me dead! So kill me already!" In response, Alex grabbed Ben's face and slammed it into the floor, cracks spreading through the concrete. His watch timed out, transforming him back into his bloodied self.

"You're weak," Alex hissed into his ears. "Impatient. You took everything from me! You took my father!" He slammed Ben's face back into the floor. Though not hard enough to kill him, his blood covered his face.

"You haven't yet had everything ripped from you, as it was ripped from me," Alex continued his rant, as the building continued to crumble around them. "Once you've had everything you hold dear torn from your hands, then you will die. And make no mistake, I will be the one to kill you." He slammed Ben's face back down into the concrete, stunning him. Alex let go of his hair and stepped back.

"Until next time," Alex shouted. He shrunk until he was the size of a pigeon and flew out the window, out into the night sky. Ben climbed to his knees. He looked out where Alex had left, seeing that he was gone. Looking back inside, he saw that the building was lost, and was barely maintaining the four walls. Even those would be crumbling within a couple of minutes. He activated his watch and turned into HeatBlast.

Summoning his fire, he flew out the same window as the apartment building finally gave in and collapsed behind him. Ben flew far enough to be away from the fire fighters and police and bustle of the civilians. Finding a quiet street, he detransformed back into his human form. He removed his mask, watching it fold up into itself. Pulling out his cell phone, he gave Cooper a call.

"Ben! Are you alright?" Cooper asked.

"I need a pick up," Ben said. "It was all a trap, Alex was there."

"The building?"

"I got everyone out," Ben said in-between gasps. "But the building's lost. It just collapsed."

"Fill me in on the way," Cooper said. "I'm getting in my car and coming to pick you up."

Bellwood hospital, Carl's room

Carl stared at the tv in the corner of his room. He watched the colors and the shapes move on the screen, as meaningless as everything else… Almost everything else.

"This just in, a fire on Broadway," the news anchor reported. "An apartment building apparently caught fire and is burning down. The cause is still unknown, but the fire department is battling the flames as we speak." The camera cut away to show a video of the fire engulfing the building. Out of one of the windows flew a fiery black-and-red being.

"Who is that?" The anchor asked. "Is that someone on fire?" Carl felt a smile crack along his lips. He felt giddy excitement well up in his stomach, making its way towards his face. He let out a small chuckle. Then another laugh, even bigger and louder than the last.

"Groundhog, groundhog, stay and play, stay and play and save the day," Carl said between his laughs. "He thinks he can save the day, but all he does is run away!" Carl was cracking up with laughter now, tears streaming from his eyes. Hearing something, one of the nurses burst into his room.

"What the hell is going on?" She exclaimed, seeing Carl rolling with psychotic laughter. Several other nurses came in, trying to calm him down and see what exactly was going on.

A/N:

And that's going to do it for this chapter. What are your thoughts? Ben used one of his new aliens this chapter, EchoEcho, as well as a couple of his lesser-used ones, like CannonBolt and Upgrade! He's going to need to rely on his non go-to aliens if he's going to keep his edge on the villains he's fighting. You got to see Alex's human, broken, scared side, right before you saw his twisted, monstrous side. Is there a hope for him, or does Ben need to kill the guy? What did you think about the fight scene? It's roughly based on the Spiderman (2003) fight with Green Goblin, though I took some liberties with it. Did anyone see the trap coming?

As for Ben and Gwen's relationship, they are both starting to fight it, though those darn teenage hormones are getting the better of them! What did you think of the last scene with Carl? Is there still any doubt who "groundhog" is? Any ideas why Carl decided to give him that exact name? (There is a reason for it.) Any ideas, thoughts, projections, critiques? You know what to do! Leave them down below!

Thanks for reading, and have a great day!

Review Responses:

Amanny: This chapter was interesting and exciting! Alex is a clever super-villain, demanding Ben to do whatever he wants because he can hurt or even kill his parents. I'm interested to see more of Alex's past, seems to me his mother was a horrible person and his father was the best to happen to him until he died, and Alex seems to blame Ultra 10 for it. Ben and Cooper's plan, while it is a great plan, it can also can put a strain on the team. Gwen, Ellie and Maddi might think Ben and Cooper don't trust them and they might argue, which I hope won't happen. Carl's last riddle is very dark, and I think it means that someone might get injured or die, that's what I think.

Thanks for the review! It's really great to reply to reviews, so thank you so much for leaving another one! Yes, as you saw in this chapter, Alex's mom is simply terrible, and just abandoned him. Luckily, Officer Kirk found him. (If you didn't catch it, Lyle Kirk became Alex's adopted father, Lyle; the one that died in Alex's Origin Arc in Volume 1.)

As for Ben and Cooper keeping secrets, next chapter we'll get the chance to see the impact of their decision, for good or for bad. As for Carl's riddle, you're on the right track. It's going to come out this next chapter, so be thinking about it!

uchihaNaruto247: Ok, despite seeing Alex's backstory, he still doesn't have my sympathy for what he did, I want him to be beaten horribly. I like how Ben and Gwen are still awkward with each other, it's hilarious.

Thanks for the review, Uchiha! The final fight with Alex is coming up soon, and you'll be happy to see him and Ben get a fair fight, much better than what you saw in this chapter! But he really is a dangerous guy, that's for sure! As for Ben and Gwen, I hope you enjoyed that aspect of this chapter! Things are moving forward, even if it is slow! Thanks for the read and review!