Ben stood there in the field, stunned. He didn't move for several minutes. His mind raced, replaying the fight repeatedly. The image of Gwen, dead, shot into his mind. He could see it clear as day, as if that image was obscuring his vision. Ben dropped to his knees and clutched his head in terror.

"Why did I do that?" He asked himself, trembling. "I didn't have to." Tears started stinging his eyes, he hadn't cried in years. "I could have killed him another way." He said, tears dropping onto his knees. "I could have trapped him in diamond and gutted him. I-" He couldn't finish the thought, he started breathing heavily. His heart was pounding so hard and so fast he swore it was going to explode. He didn't know how to handle the panic he was feeling.

Ben started running with no clue where he was going. He ran into the streets, his lungs burning. Ben tripped, landing on his back on the busy sidewalk. He couldn't move, panic and fatigue keeping him glued to the ground, coughing and gasping for air. No one stopped to help him, or even look at him. They stepped over and around him. Ben felt so alone.

Ben recovered enough to get up and go sit on the curb. He sat there, his brain going from frozen in terror to racing like he was Grey Matter and back again. He breathed fast and deeply, crying. He clutched his knees to his chest and rested his head on his knees. He felt like he was going crazy. Maybe he already was crazy, and this was what sanity felt like.

Someone touched his shoulder lightly. "Hey, are you alright?" It was a female voice. Ben turned quickly to the woman, his eyes wide. "Whoa there, it's okay." She said soothingly. She had long black hair and ice blue eyes. Her tanned skinned was freckled across her nose and she had on nice makeup. "What's your name?" She asked

"B-Ben." He stammered, his voice trembling.

"Hello Ben. My name is Alice." Her voice was so soft and gentle. "Are you okay?" She asked. Ben shook his head no, his voice trapped in his throat. "What's wrong?"

Ben mentally latched onto her, using her to help pull him back to reality. He gulped and said, "I don't know." He started shivering, adrenaline wreaking havoc on his nerves.

"I think you're having a panic attack right now. Have you ever had one before?" Alice asked, keeping her eyes locked on his. Ben shook his head no. "Let's breath, okay, follow me." She took in a deep breath through her nose, Ben did the same. The let it out slowly through her mouth, Ben followed along, his breath coming shaky.

"In. 1…2…3…4…5…" Alice said, guiding Ben. "Out. 1…2…3…4…5…" She repeated it a few times before she instructed, "Start counting with me."

"In. 1…2…3…4…5… Out. 1…2…3…4…5…" Ben echoed her. With each breath in and out his heartrate slowed a little bit. His breathing steadied and his mind stopped racing. The last thing to stop were his tears.

"Do you want to talk about what happened, I got a while before I got to be where I'm going." Alice asked, letting go of his shoulder.

Ben shook his head, "It's a long story, you wouldn't believe me. Even if you did you would turn me into the police and I really don't want to go through that hassle." Ben said, his honesty surprising him. He was thankful to Alice, when others stepped over him, she decided to reach out.

Alice furrowed her brow but said, "Okay then, I understand." She reached into her purse and pulled out a business card. "If you ever want to talk to me." She said as she stood up and handed him the card. Ben took it and read it.

"Alice Myers

Psychotherapist

555-8943"

Ben looked up, looking for Alice, but she was gone. She had walked away while Ben was reading. He felt sad for some reason, but that sadness quickly turned to apathy. He pocketed the card and turned into Big Chill. He headed home, flying slowly and skimming the top of buildings.

He phased through his walls and landed on his couch. He closed his eyes and rested, struggling to keep his panic in check. There was a noise from further inside his house and Big Chill snapped his eyes open. Silently he glided through his house, he almost looked like a ghost. He found the person in his room, rummaging through his dresser.

"Well, hello there." Big Chill said as he grabbed the intruder from behind.

"Fuck!" The man yelled in surprise. Big Chill started dragging him backwards, using his wings to help. The intruder was strong for his size but not strong enough. Big Chill forced him onto his back and froze his arms and legs to the ground.

"You know, it's not very nice to go robbing people." He said with a smile. He floated over the robber, laying just above him. "Now, just what were you thinking?" He asked.

"I was thinking that you're the idiot that doesn't have a door." The man spat, struggling to break the ice.

"Oh, I see. So that just gives you the right to steal all my shit, right?" Big Chill said sarcastically.

"Fuck you, you freak!" He screamed, bucking his whole torso. Cracks started to form on his restraints.

"My, my, my. You really love that word, don't you?" He leaned in close to the man, their noses almost touching. "I was actually thinking of just putting a tracer on you but now you've insulted me." Big Chill said, a wide smile on his face. "Answer me this, are you the only one here?" He asked. The man responded by spitting in his face. "This is the thanks I get for giving you one last chance?" Big Chill hissed. "I'm going to enjoy this." He took a deep, icy breath in and caressed the man's face. He put his thumbs in the corners of his mouth and forced his mouth open.

The man struggled, thrashing his head and biting Big Chill's thumbs. No matter what he did it didn't detour Big Chill. Big Chill kissed the intruder and sent his icy breath down into his lungs. The man let out a horrible gagging sound and Big Chill pulled back. Ice spilled out of his open mouth, Big Chill could see that his tongue was frozen as well.

"Did you know that when things get frozen solid, they get fragile?" Big Chill asked, setting the intruder free from his icy prison. He started scratching at his throat, tears streaking down his face. "And your lungs are thin." He added as he pulled back his fist. The man rolled over, his knees to his chest.

Big Chill smashed his fist into the man's back the rolled him over and did the same to his throat. When he hit his throat there was a satisfying crunch and it left an indent. Big Chill just shattered his trachea. He watched as the man writhed in pain and fear. His mouth was opened wide, but he was unable to make a sound. "Shouldn't have spat in my face." Big Chill said with a chuckle. When he finally stopped moving Big Chill went to check the rest of his house, to make sure that no one else was intruding. Sadly, there were none.

He deactivated his Omnitrix in the kitchen and looked for something to eat, he never did get to eat his cereal. He decided on some canned soup and while that was heating up, he wandered around the house, taking in the damage. Everything was thrown everywhere, though some of that may have been his normal mess.

Ben caught a glance of himself in the mirror and stopped dead. For just a second, he didn't have a head, but when he turned to face the mirror it was back. His heart raced as he touched his reflection, something seemed wrong. He looked wrong but he couldn't place it. It was almost like it wasn't himself, but it was himself. Ben looked into his own eyes and saw his eyes, same with his nose, lips, cheeks, jaw, but when he looked at his whole face it just wasn't him. He punched the mirror, the twisted reflection cracking, blood dripping down it.

The fresh pain gave something else for Ben to focus on. He turned away and kept his eyes glued to the floor. He sat down at the table, picking fragments of glass from his hand. "I must be cracking." Ben said as he picked out a larger piece, he tossed it on the floor carelessly. The smell of the soup filled the room, letting Ben know that it was heated up enough. He didn't have any clean bowls, so he just ate it straight from the pot.

"Why is my life such a mess?" He asked himself aloud, the silence allowing his mind to wander. 'Maybe because you're a villain.' He heard a small voice say. Ben snorted, what a ridiculous thought. The people he killed were villains, if anything he was an antihero. 'What about Myers?' Ben stopped, his spoon half way to his mouth.

"He doesn't count." Ben growled after a minute of thought. He ignored everything else the tiny voice said. His mood got worse and worse, he felt like he was going to explode any second. He got up and started pacing his house, going up and down the main hallway. After the fifth time he passed his broken-down door he picked up and tried his best to fix it. He continued to pace back and forth, he felt like he was stuck in a loop unable to do anything else. Ben forcefully grabbed a door handle as he passed it just to stop himself. His hand shook around the brass knob, he dropped to his knees his eyes burning with tears that threatened to spill over.

He opened the door that he was clutching onto, it was his bedroom. Ben forced himself to stand back up if only to go lay on his bed. The robber had thrown a lot of things onto his bed while he was searching Ben's room, but he didn't care, he laid down on top of it all.

Laying on his back, memories came flooding back to Ben. The memory of the first night after Max died, he and Gwen held each other, neither of them able to stop crying for more than an hour. The memory of when their parents arrived and tried to take them out of the Rustbucket; they had managed to hold out for three days before food ran out and they had to leave. The memory of Ben's first kill, how bad he had felt and how Gwen comforted him. The horrified look on Gwen's face when she saw what remained of Kevin.

Even when he got more twisted Gwen was still there, the only ray of sunshine in his dark, twisted vortex of a life. She had defended him when Azmuth tried to take away the Omnitrix. She had tended to his wounds when he had deactivated the safety protocols. They used to have fun, he remembered when they were 15 and they went to the beach; it was the perfect day. She was always the voice of reason in fights, stopping him before he went too far and understanding when he had to do what he did best.

But things weren't all sunshine and rainbows back then. He and Gwen had fought all the time. It seemed like for every good memory he could bring up he could bring up just as many bad ones. Their fighting just got worse over the years, sure they would never stay mad at each other for long, but it just got worse. Their fights started to get violent, it started out with just pushes and shoves but over time it escalated. The memory of the last fight forced its way into his thoughts; the feeling of her throat in his hand, the struggle to control his instincts.

Guilt crept through his heart like a jaguar stalking its prey. It had been a long time since he even thought about Gwen, aside from glimpses of his conscience here and there. Then that Gwen came along and shook everything up, now he couldn't stop thinking about anything.

There was a cell phone right next to his face, it was Ben's. He sat up and grabbed it, he hadn't used it in a long time. "Since I left Bellwood." Ben said aloud. He tried to turn it on, doubtful that it was still charged after all these years. The phone lit up, still 30 percent charged.

That was interesting, there was a new voicemail, dated back to a couple months after he left. He clicked play. "Ben, I don't know if you're ever going to get this." It was Gwen. "Your phone keeps going to voicemail, I wish you would just turn your phone on." She sounded so sad. "Look, what I need to say is that, if you ever want to talk to me again, just call. Will you do that? Call? For me?" Ben felt tears run down his face. "I don't hate you, you know." She said after a few seconds of silence. The voicemail ended shortly after that.

The image of the Gwen that was here this morning popped in his mind, her motherly smile. Ben checked his contacts; her number was saved under "Doofus". If she answered than it was a sign, he decided and pressed call. One ring… two… three… four…his heart started to sink. "Hello?" Gwen's voice trickled through the phone. Ben jumped, his heart racing.

"Gwen?" Ben asked, hardly believing it.

"Ben?" Gwen's shocked voice asked.

"Y-yeah." He stammered. "I, uh, got your voicemail." He said lamely, his mind drawing a blank on what to say.

Gwen chuckled. "That was a long time ago."

"I hope not too long." Ben sighed.

"Of course not, what have you been up to?" She asked.

"Oh, you know," He paused, thinking of what to say. "Working for the police." It wasn't a lie. "What about you?"

"I'm a social worker." Ben flinched, of course she would do something like that.

"I, uh-" His voice cracked, and he swallowed hard. "I was wondering if you could visit." Tears fell from his eyes as he asked. Ben was sure she could hear him cry. "I really want to see you." He said. "I need to see you." He corrected after a few seconds.

There was a brief pause that felt like it lasted an eternity. "As luck would have it, starting tomorrow I have a couple days off. I could be there by tonight if I push through this paperwork." Ben could here the rustling of paper. "Text me your address, I need to get going before my boss catches me on my phone." Gwen said with a chuckle and hung up. Before Ben could change his mind, he rapidly typed out his address and sent it. He groaned in apprehension, already regretting his decision.

"Nothing I can do about it now." Ben sighed. "If I told her I changed my mind she'd come over anyway." As he pushed the clutter off the bed, he cursed his moment of weakness. Why did he have to call Gwen; her showing up here was just going to lead to disaster. Between the fight this morning and the panic attack that came shortly after Ben was already exhausted, he laid back down and did his best to get some sleep.

The sound of the doorbell ringing woke him up. Immediately pain radiated from his jaw, making him groan. It appeared as if he had rolled over in his sleep and slept on his injured side. The doorbell rang again, and he shuffled over to the door, unable to open his mouth enough tell them to wait.

Standing at the door was Gwen, beautiful and perfect as ever. Her auburn hair was pulled back in a bun and she was still wearing a dress suit. Ben was stunned into silence, he didn't realize that he had slept for so long. "Hello Ben." Gwen said with a friendly smile. Her smile turned into a small frown. "What happened to your face?" She asked reaching her hand for his injured jaw.

"Some asshole punched me." Ben muttered as he stepped back. "Come on in." He said as he walked further inside. As Gwen followed him, he became acutely aware of how much of a mess his apartment was. There was trash littered everywhere, several drops of blood were dried in the entryway to the kitchen. The cereal he had spilt that morning still lay on the ground, dry and soggy at the same time. Ben sat on the couch and grabbed the painkillers from the coffee table. He took a couple dry, the dull, burning pain a special kind of hell.

"I could have just healed your injury." Gwen said as she sat next to him. Her hand glowed with her magic and she slowly reached out again. Ben didn't fight, letting her touch him this time. The pain slowly melted away as Gwen's expression turned more worried. "Oh, Ben," She whispered. "time has been tough on you, huh?" Warmth spread throughout his body as in one fell swoop Gwen healed all the injuries she could. From aches that never left him to the injuries that never fully healed she healed him.

It was only after the pain dissolved that Ben realized just how much pain he was in all the time. "I haven't felt this good in a long time." Ben said, astonished by the difference.

"I'm guessing about ten years." Gwen said with a playful smile.

Ben chuckled nervously. "Yeah, about that." He sighed, his heart swelling with joy. Gwen's very presence seemed to soothe the twisted thorn bush that was his heart. "Why did we ever fight?" He asked, the memories of his anger seemed so silly.

"Because you were hurting." Gwen said seriously and then put on a smile. "And you were an idiot." Her tone was playful.

"It's not funny." Ben snapped his temper flaring.

Instantly Gwen's face returned to serious. "You're right, I'm sorry." She sounded sincere and professional.

"Don't use your clinical voice with me." Ben growled, insulted that he was being treated like one of her clients.

Gwen blinked a few times but then nodded and put on a friendly smile. "How about we switch subjects." Gwen suggested. "Why don't you tell me why you invited me here out of the blue." It was obvious that she was being careful with how she worded things and how her tone came across. Ben had to admit that she was good.

Ben sighed, begrudgingly letting go of his anger. "Something crazy happened this morning." Ben said slowly, not sure how to say what he wanted to say. "I-" his voice cracked, a vivid image of Gwen's corpse flashing in his mind. He swallowed nervously and said, "I was visited today by another Ben and Gwen, us from a different universe." His heart pounded as he retold the story. His voice cut out when he got to the part where he killed Gwen, unable to handle the shame and guilt he felt and so he skipped over it, going on to describe how he had, had a panic attack and that a kind woman helped him. "I-I don't know what to do, I feel like I'm going crazy, Gwen." He said, covering his mouth and choking back a sob. "What's wrong with me?" He asked desperately, he looked into Gwen's eyes and felt like he was losing control of his own mind.

Gwen took a few seconds before answering slowly. "Maybe seeing us, what we could have been, triggered something in your psyche and now your whole outlook on morality is changing." She paused for a second in deep thought. "The brain doesn't like to change it's outlook, it's easier for it to stay the way it is than to change anything and it will fight hard to keep the status quo." After a few seconds on Ben not responding she added, "I think that your emotional outbursts are caused by your brain trying to protect you from a paradigm shift."

"Why does it hurt so much?" Ben asked. "Why do I feel so guilty when I've never felt guilty before?" He quickly added.

Again, Gwen took a few seconds to answer. "I think it's because of the paradigm shift, suddenly your conscious is waking up and telling you all the bad things you've ever done. It hurts, it's going to hurt, but on the other side of that pain is beauty." Gwen put a reassuring hand on his shaking shoulder.

Time froze, in an instant two thoughts came to mind. He was angry, he felt pitied and belittled, he couldn't stand for that. At the same time Gwen's warmth sunk through his thick hoodie and the gesture felt good and inviting.

Fear gripped his heart, mind and soul as time resumed. It physically hurt, and Ben clutched his chest and curled up. "Ben!" Gwen cried in surprise, putting an arm around him. "Are you okay, what's wrong?" Her voice was panicky.

Ben's skin crawled and Gwen's touch made him want to scream. Fear filled his heart and rage dug it's claws into his brain. "Stay away from me!" He screamed. In one quick, fluid motion Ben shot up, turned to face Gwen and brought his elbow slamming into her face.

Blood poured from Gwen's nose as she fell back against the couch, stunned. For a second Ben struggled to regain control of his anger, but he couldn't. He leapt onto Gwen, knocking the couch over in the process. Gwen tried to throw up a shield but in her stunned state it was weak, and Ben easily shattered it. Ben focused his punches on her head, knowing that it took concentration to use her magic. Blood covered Ben's hand and splashed up onto his face. Eventually Ben stopped, breathing heavily. Gwen's face was a wreck; swollen, bloody, black and blue. She laid unconscious, her breath rattling softly through the air.

Ben gulped, trying to swallow the lump that had formed in his throat. His heart pounded and his mind went blank. He needed to run away, it wasn't safe for him here. Ben threw open his font door and ran, abandoning Gwen in her vulnerable state.

The night air was surprisingly cold, it stung his burning lungs with each breath he took. He ran down the sidewalk with no purpose or direction, simply running out of an animalistic fear. Suddenly he ran into someone, sending him falling back. Pulling his arm back Ben prepared for a fight but stopped dead in his tracks when he saw who he ran into. "Paradox?" Ben asked, looking up at him.

"Indeed Ben." Paradox sighed, his voice was solemn, and he looked deeply sad. "I didn't want to be here." He said, leaning on his cane. "But it wasn't my choice to be here, it was yours." He locked eyes with Ben, giving him the most intense and scrutinizing look Ben had ever received.

"What the hell are you talking about?" Ben spat, standing up.

"That does not matter anymore." He said, his voice sorrowful. In the blink of an eye Ben was on lying face down on the pavement, his arms restrained behind him.

"What the fuck?" Ben shouted as he struggled against the handcuffs. "How did you do that?"

Paradox ignored him. "We're ready." He said to no one. Ben's Omnitrix beeped a couple times before his vision was consumed in a bright green flash.

"Nice to see you again, Ben." Azmuth said, standing right in front of Ben. "So, it has come to this." He said with a sigh. "I was hoping that as the wielder of the Omnitrix you would eventually come to your senses and do what was right." He sounded so confident and arrogant, looking down on him metaphorically. Physically his large green eyes investigated Ben's his rectangular pupils studying him like one would study a bug.

"I have been doing what was right, keeping the bad guys away." Ben retorted, lunging towards Azmuth.

Azmuth leapt back, keeping out of Ben's reach. "You've only kept them away by being a bigger villain." Azmuth said, narrowing his eyes.

"I did what was right." Ben snarled, glaring at Azmuth.

"If you truly believe what you have done is right then you are even further gone than I thought." Azmuth sighed. "Admittedly the blame is not all on you, I played my part in this horrid outcome." Azmuth walked to Ben's side, keeping out of range of any kicks Ben could do. "Restrain him, I want to get this over with as fast as possible."

Paradox tried to hold Ben down by his shoulders, but Ben kept fighting, landing several hard kicks, shoves and headbutts. Paradox stepped back with an exasperated sigh. "You must understand that I don't usually have to fight."

"Useless." Azmuth scoffed in frustration. "Fortunately, I have prepared for this eventuality." Azmuth said as he walked towards a desk. He pulled out a syringe filled with a clear fluid.

"And just what the fuck do you think you're gonna do with that?" Ben spat managing to sit up.

"Me?" Azmuth said sarcastically. "Nothing." He walked over to Paradox and handed him the syringe. Ben felt a prick in the side of his neck and turned to see that Paradox was now right next to him, with an empty syringe.

"Fuck…" Ben slurred, already he could feel his brain fogging up. Ben stood up, adrenaline lending a hand, but he had no idea where he was going. After only a few steps Ben's legs gave out and he crashed to the floor, face first. Ben's heart raced and he was afraid, but his body refused to move. He felt the soft pitter patter of Azmuth's feet on his back and felt the handcuffs being removed. Darkness crept into his vision, no matter how hard Ben struggled he couldn't stop himself from passing out.

Ben woke up with a gasp and whipped his head around to take in his surroundings. He was in the middle of the city, it was night, and no one was in sight. "What did people just think I was a homeless rat?" Ben spat. A breeze blew down the street and Ben's eyes widened with horror; he could feel the breeze on his left wrist. Slowly, he looked down, not daring to believe it was true.

His Omnitrix was gone.