(A/N: I hope you guys are ready to see Layla's future self. All I'm going to say right now is that she's definitely a real badass. I have a feeling she'll be one of my favorite OCs.

Warning: this will be a long chapter! I hope you guys enjoy reading because this is going to be one of my longer chapters.)

O-X-O~Y~O-X-O

It has been just over a week since Patelliday took in Layla and took her with him to live with him on Plumber Satellite Beta and things couldn't be better for her. Everyone was nice to her and she liked to meet new people, although she doesn't leave the living chambers very often. Most of the time the only people she talks to are Patelliday and Bai-Obi.

For the past few days she's had a feeling that her adoptive father was planning something. Whenever he got off his Plumber badge, he would always smile at her when she asked about it or when she was listening in.

It wasn't until he woke her up one morning that she finally discovered what it was. She yawned and rubbed her eyes to take the sleepiness away.

"What's going on?" she asked sleepily. "I thought you had work today?"

"Nope. Took the day off," he told her.

"Well, are you going to tell me why you woke me up? Or the secret you've been keeping from me?" she asked expectantly.

"No, to both questions," he answered slyly. She rolled her eyes and he held back the urge to laugh. "Get dressed, then we'll get going." He left the room to give her time to get ready.

She got out of bed and went into the bathroom. She quickly striped and stepped into her small shower. She washed her hair and body with the same hygiene products she used her first day living on the base.

She stepped out of the shower and gave herself a quick dry off. She picked up her clothes and went into her bedroom.

She gave herself another quick dry and dried her hair. She spent the next few minutes putting on her usual attire, but put on the tan shorts instead of the black pants. When finished with her clothes, she brushed her unruly damp hair.

While putting on her shoes, there was a knock at the door. "Come in."

The door opened and Patelliday was there, he was still wearing his Plumber suit, but not his breathing apparatus. That was a hint to her that they would be going somewhere near water.

"Are we ready to go?" she asked.

"Not yet," he responded. "Just wanted to see if you were done getting ready."

"Well, I still need to brush my teeth," she told him.

"Don't you worry, I haven't yet either," he laughed, which she grinned at.

"So, are we almost ready to leave? Or not yet?" she inquired.

"Not yet. I still need to make sure there hasn't been a last second change in plans," he answered.

He left her room after that, but the door didn't close. She just left it open and finished with her shoes, making sure to tie her shoelaces tightly.

She got up from her bed and went to the bathroom. She picked up her toothbrush and a small tube of toothpaste. Turning on the sink faucet, she wet her toothbrush, put some toothpaste on it and brushed her teeth. She cleaned her toothbrush and left the bathroom, turning out the lights.

She stepped out of her room, the doors closing behind her, and she asked, "Are you ready?"

He had just finished with his Plumber badge when she asked and put it away before responding, "Yep, I'm ready if you're ready."

They left their living chambers and trekked through the base to the teleporter. They passed Plumbers, cadets, technicians, and virtually everyone on base. It was a bit of a long walk from one side of the base to the other, but they eventually found what they were looking for.

The teleporter was really nothing more than a flat white platform with the ends cut off diagonally. A Galvan technician sat at a touch screen that operates the machine.

They stepped on the platform and the technician asked, "Where to?"

Layla assumed this would be the moment that she finally discovers where they're going, but Patelliday was one step ahead. Instead of saying where they were going, he showed the technician a holographic grid with a blinking red dot.

He nodded and put the coordinates into the controls, "Okay, you're all set."

Just as it activated and was about to send them off, he suddenly covered her eyes, "No peeking."

The teleporter was now completely operational and they soon disappeared from the platform. When they arrived at their destination, she could see light through his webbed hands and could hear wind and water, they were outside somewhere.

"Can I see now?" she asked.

"Yes, you can see right... now!" he removed his hand from over her eyes.

Her vision was completely obstructed by light at first and she blinked a few times before vision cleared. She covered her mouth and she started to choke up when she saw what was in front of her: the Rust Bucket.

"How…?" she trailed off.

"Max and I had been planning this for the past week," he smiled. He went over to the Rust Bucket and knocked on the door.

Max opened the door and grinned, "Great, you made it."

"Who made it, grandpa?" Gwen asked in the background.

"And who would come way out here?" Ben asked.

"Why don't you two come see for yourself?" he asked and moved out of the way.

They looked at each other questionably before they got up from the table and went over to the door to see who it was. Their reaction was nearly identical to hers.

They had their hands cupped over their mouths and it looked like Gwen was about to cry tears of joy. They ran out together and shouted in unison, "Layla!"

They hugged her and nearly knocked her to the ground in the process. She laughed and returned their hug.

The three eventually pulled back from each other and they saw how much she had changed in such little time since they last saw her a little over a week prior. All of the healing blemishes were gone, the dark circles around her eyes were much lighter and not nearly as noticeable, and her hair was cut to her mid-back area instead of blanketing her entire back and it had a slightly wavier appearance.

"Oh my gosh! What are you doing here?" Gwen asked.

"Good question, why are we here?" she asked Patelliday.

"Because it's my birthday," Max answered.

"Happy Birthday, how old are you?" she asked again.

"Sixty years young," he replied.

She laughed and shook her head slightly in amusement. She then went inside of the Rust Bucket and Ben and Gwen followed her inside.

Patelliday started having a light coughing fit, "Well, Max, I better get in that lake over there before I," he coughed again, "dry out."

He nodded, "You do that."

"Maybe I'll," another cough cut him off momentarily, "catch us some fish for lunch." He nodded again and he walked towards the water.

Max stepped back into the Rust Bucket just as Gwen shouted, "...can't believe you-"

"You can't believe what?" he asked.

"Nothing, grandpa," Ben answered quickly.

"Uh, yeah, I was saying that I, uh, couldn't believe Ben hasn't changed his underwear for the past two days!" she explained nervously with a smile that mirrored her voice.

"That's gross, Ben," Layla commented as she came out of the bathroom.

"Yeah, that's gross, Ben," his cousin agreed mockingly.

"Who asked you, dweeb?" he shot.

"Well, I'm going to find my axe and go gather some firewood for today," he told them.

"We can make s'mores later," Layla suggested.

"That sounds like a plan," Max agreed. "If you kids behave yourselves, maybe we can even have them early."

They beamed at each other when he told them this. It was expected, after all, it's not every day that someone gets to eat dessert long before dinner.

He went back outside to look for the axe in the luggage compartment. By the time he finally found it, he saw Ben and Gwen with the marshmallows and graham crackers coming out of the Rust Bucket. Layla stood in the doorway with her hands on both sides of the narrow door frame.

"I've got the marshmallows!" Gwen chirped, although Layla could tell that she was faking it.

"And I've got the graham crackers!" Ben added in an equally cheerful voice, but she could tell he was faking it too.

"We'll wait for you with the firewood so we can make s'mores!" she told him eagerly. They beamed and got close to each other, almost to the point of touching shoulders.

He smiled at his grandchildren, "It's so nice to finally see you two getting along." He left, headed for the forest.

"Is he gone?" she asked.

Layla craned her neck at the forest in the direction he left, she couldn't see him, "Yes."

"Good," he replied.

'Three, two, one,' she mentally counted down.

On cue, they shouted in unison, "This is all your fault!"

"Grandpa only turns sixty once!" she yelled. "And you were supposed to get the cake!"

He started to dig into the box of graham crackers, "Excuse me? Full time hero here. When do I have time to get some dumb old cake?"

Layla took the marshmallows from Gwen and tore them open. She took one and bit into the soft, chewy, sugary treat.

She whipped out a long list and practically shoved it in his face, "I had this whole party planned out!"

She looked at it and remarked, "You even planned his birthday wish?"

"And how's he supposed to make a wish without a cake?!" she snapped.

They butted their foreheads and growled at each other like dogs. She thought this was funny at first, but then thought that enough is enough.

She jumped down and separated them, "Guys, relax, I'm sure it will all work out eventually."

"Fine, tell you what, I'll go XLR8 and go get the cake," he told her. "Will that make you happy?"

"Fine, just do it," she grumbled.

Before he could do that, a yellow symbol suddenly appeared out of nowhere. The symbol turned into a portal and a figure in a blue cloak emerged from it, it was a woman, but it was impossible to see her face. On her arm were charms, the Charms of Bezel. The woman grabbed Gwen and Layla and went back into the portal.

"Gwen! Layla!" he shouted.

He activated the Omnitrix and dialed in some help. He hit the silhouette of his desired alien and the brief green light engulfed him. He transformed into XLR8; his visor lowered and covered his face and he ran into the portal, which disappeared as soon as he entered it.

As soon as it vanished, Max came back with the firewood. He saw that his grandchildren weren't there and called out to them, "Ben? Gwen?"

At that same moment, Patelliday came out of the water with some fish and noticed his adoptive daughter was gone, "Layla? Where'd she go?"


The portal opened in a gritty yet technologically advanced city where it seemed both humans and aliens lived in harmony. Gwen and Layla couldn't admire the city, they were struggling in the woman's arms, trying to make her let go of them.

She looked behind her to see if Ben had followed her and was surprised to see XLR8 in front of her. He rammed into her and grabbed them before she hit the ground.

He set them down and they looked around the technologically advanced city. This place was practically heaven for the cousins, but Layla could care less, she's not a big technology person.

"Hey, Ben," a pretty girl on a hoverboard said. She blew him a kiss before leaving, "Looking good."

He waved at her, it was almost like he was in a trance. Gwen made him put his hand down and she looked a little upset.

Some teenagers wearing rocket boots flew past them. One of them called him out, "Ben 10K! Keep up the awesome job!"

"Ten what?" he questioned, surprised.

"Guys, look," Layla, whose back was turned, reached a hand back at them to get their attention.

They turned and saw what she was looking at. It was a statue of a muscular male with his hands on his hips in a 'hero pose'. On it was an inscription that read...

"Whoa, "Hero of heroes: Ben 10,000". Is that really me?" XLR8 asked.

Suddenly, the statue crumbled into pieces! "More like was you!" Gwen shouted.

"Hey, Tennyson!" a deep voice called out to him and what looked like a robotic rhino walked out of the dust cloud. "Long time no see!"

"Do I know you?" he questioned nervously, although he sounded more confused than anything.

He growled and got down on all floors, "Prepare for my revenge!"

A laser shot out of his horn right at them. The girls were able to jump out of the way just in time, not that he was aiming at them anyway. His primary target was able to easily dodge the attacks.

He then began to rush him, "Oh, yeah? Well why don't you prepare to see why they call me Hero of-"

The Omnitrix timed out and changed back into Ben. He went flying and slammed into his armored stomach before he landed on the ground.

"Uh, maybe we could talk about this?" he asked nervously.

He blinked in confusion, then the woman spoke, "Kemo Char!"

A blast of yellow energy shot at him and struck him. The kids looked at the cloaked woman and saw the same yellow energy surrounding her hand. The charms on her arm were also glowing.

He shot a ray at her, but she created a force field to protect herself. She then got up and soared at him, but then he shot a net out of his horn. It pinned her to the ground and electrocuted her.

Suddenly, a black and white flash appeared and rammed into him. It then ran circles around him, hitting him with every circle and destroying his armor and his horn. He was given one last spin for good measure and collapsed to the ground as the flash left.

"Okay, will someone tell me what the heck's going on here?" Ben asked, nearly shouting.

The flash then came back and they were shocked to see that it was XLR8! Although there were many things that were different about him. He was much taller and muscular, the stripes on his tail were white instead of blue, and his clothing consisted mostly of black with a couple of white stripes, although he still had a white stripe going down his torso, but it had a black stripe and an arrow-like symbol. Even his helmet was slightly darker. Pretty much the only thing about him that's still the same was his visor.

Although this look was pretty cool, there was an air around him that made him very intimidating and there was also a serious energy that he was radiating with. It almost scared Layla because there was just something about him that screamed darkness.

"Is that XLR8?" Gwen asked, surprised.

"He looks so different," Layla commented.

They then heard the sound of a motorcycle approaching them. They saw that it was indeed a motorcycle, but one they have ever seen before. It was all white with the exception of a black hood and tires. It looked fairly advanced as it had technology that neither one of them have ever seen before, not even Layla and she was just in a teleporter not too long ago.

They were even more surprised to see that the driver was a woman. She was wearing all black with the exception of her sleeves which had white stripes, identical to the sweater Layla used to wear during her days as Enigma. She also wore a necklace with a red pendant, Ben and Gwen recognized it as the Keystone of Bezel, which enhances the user's abilities. She wore a white helmet with a mask and goggles that looked like sunglasses, so they couldn't see her face.

A blue energy surrounded her hand and the keystone glowed. She freed the cloaked woman from the net and used her powers to throw it over the robotic rhino.

There was also one thing that they could barely see before because of her dark clothes, a slight bulge in her stomach. She's pregnant.

"Go home, Layla. Now!" XLR8 demanded. The three kids gasped at that revelation.

"Layla?!" Ben and Gwen exclaimed in unison.

"You're… me?" Layla gasped.

She didn't say anything and instead removed her helmet and whipped her hair around. Her hair was pretty much the same as younger self's, although it was slightly wavier and there were white stripes on the ends. Her skin was more of an ash-grey color, although was still quite fair. Underneath her eyes were familiar black crack-like lines, although the sclera of her eyes weren't black, she was not possessed.

She walked up to XLR8 and confronted him, "I don't need to listen to you, Ben. And remember, I'm your superior, I can do whatever I want and I can take your badge."

He clenched his clawed fist, "You're so lucky you're pregnant."

'Me too,' she thought.

He turned his attention to the robotic rhino and his visor lit up as he did an analysis. "Looks like the work of Animo, I'll run a DNA analysis back at headquarters," he informed the cloaked woman.

He then noticed the three children. They waved and smiled at him nervously.

"And send them back, now!" he demanded. She was a little taken back by this.

He was about to take his leave, but Ben was suddenly standing there, "Whoa, you're me, right? And it looks like I'm new and improved! This is so cool that I'm so cool! Did you say headquarters? I have my own headquarters!"

He scoffed, "I don't have time for this!"

He tried to leave again, but he stopped him again, "So when are you going to catch me up on my other nine thousand-nine hundred-ninety heroes?"

He pretended to think about that by holding his chin with his claws, "Hm. Let's see, how about... NEVER?!" Ben raised his eyebrows at his response and XLR8 sped away.

"You could lose the attitude, you know?" Gwen and the cloaked woman scolded in unison, much to Gwen's shock.

She looked at the woman's attire and looked at her belt buckle. It was identical to the feline on her shirt, as well as her Lucky Girl alter ego.

She gasped as she removed her hood, revealing an older version of herself! She looked pretty the same as she does currently, although her hair was off to the side, giving her a wild look, and she wore silver earrings instead of the blue studs she donned on her ears.

"You're me? Gwen?" she questioned, utterly flabbergasted.

She knelt down to be eye-level with her, "Actually, I've been going by Gwendolyn since college."

"College? Ivy League? Do I have a master's?" she enthusiastically asked.

"Look, I didn't bring you here to find out about your future," she told her. "I came back to bring Ben."

"So, why nab me and Layla?" she asked.

"I remembered Ben's listening skills sorta stunk!" she replied, a little playfully. "Grabbing the two of you was the only way I knew he'd come."

"So, time travel's no big deal now?" she inquired.

"You just need to know the right kind of spell to create the right kind of portal," she responded in a manner identical to the one she used earlier.

"I know magic?! How wicked is that?!" she cheerfully exclaimed. "What else do I know how to do? Did I ever get my black belt?"

While she was catching up with her future self, Ben's already thin patience was wearing dangerously thin. He was about ready to explode.

"Hello! Forget you! This is about me!" he shouted arrogantly.

"He's right," Gwendolyn stated, standing up.

Gwen crossed her arms, "Tell me I don't grow up to start agreeing with Mr. Dweeb all the time?"

"Ben 10,000 needs his help," she declared.

"I seem pretty tough," he replied. "What could a cool superhero like me need anyway?"

"Ben 10,000 may have mastered the secrets of the Omnitrix, but that doesn't make him prepared for everything. There's a crisis looming even he can't solve alone," she proclaimed.

"Danger alert: sector 15-D," her belt buckle rang out.

"What's in sector 15-D?" Layla asked.

"Fort DNA-X," her future self answered.

"Earth's massive genetic depository with DNA samples from across the galaxy," Gwendolyn explained.

Ben jumped to conclusions, "Dr. Animo! That's the crisis, right? That's why I'm here! He made that robot rhino dude and now he's planning something else! It's time to give the doctor a double dose of Ben medicine!" He started to play with the Omnitrix, which was still in recharge mode, "C'mon, I'll give us a lift. Oh, man! Can't this thing power up faster in the future?"

They then heard a familiar honk and a familiar mobile home pulled up. The Rust Bucket. The kids grinned.

A future Max Tennyson came out of it. He looked the same as his present self, except he was older and sported a beard.

"Gwendolyn, Layla, I thought that was the both of you," he smiled at them.

"And us!" Ben added as he and Gwen popped out from behind Gwendolyn and Layla came out from behind her future self.

"Well, I see someone finally figured out how to work their time portal!" he praised his granddaughter.

"Grandpa!" Ben and Gwen shouted in unison as they ran up to him.

He knelt down and hugged them, "Now this is what I call a great gift, seeing you two again."

"Don't you still see us?" he asked.

"Well, I see Gwendolyn a lot and Layla more recently," he responded.

"It's great seeing you, too, but the same shirt? Grandpa, it was twenty years out of style, twenty years ago," she commented.

"Hey, when you find a look that works…" he started, but Ben cut to the chase.

"Grandpa, we need a ride," he told him.

"Fort DNA-X," Gwen and Gwendolyn told him in unison. They looked at each other and smiled.

Layla watched as her future self tossed her keys to her motorcycle to an officer, "Take care of my ride."

"Yes Magister Patelliday," he replied sternly.

"Patelliday?" she inquired.

"I took Papa's name as my last name a long time ago," she explained.

"Wait, does that mean you're coming?" she asked.

She nodded, "I think Ben needs to have a serious talk with his commanding officer."

They went inside the Rust Bucket and were surprised to see that it was armed to the teeth with advanced technology. Everywhere they looked, that's what they saw.

"Whoa! It's totally teched out!" Ben and Gwen exclaimed in unison.

"This is amazing!" Layla beamed.

Future Layla smiled, "You ain't seen nothing yet."

"Hit it grandpa!" Gwendolyn grinned.

He pressed a button and some boosters activated. The Rust Bucket then shot off like a flash of lightning. The three kids watched everything go by as they flew past them.

Future Layla groaned and rubbed her stomach, "Uncle Max, I'm going to lay down in the back for a couple of minutes."

"Go right ahead, you're always welcome," he replied.

She looked very relieved and content, "Thanks."

She went to the metal door in the back of the Rust Bucket and opened it. It closed as soon as she walked in.

"So, where do I sleep?" Ben asked.

"In your fancy headquarters, where else?" Gwendolyn answered. "You're too good to stay with us anymore."

"I guess you just have... other priorities," Max mentioned sadly.

A couple of minutes later, Gwendolyn could see that they were getting close, "Hey, can one of you tell Layla we're almost there?"

"I will," Layla responded and stood up.

She went into the back area and saw her adult self laying on the bed and rubbing her stomach. Now that she was closer to her, she could see that she was wearing a silver ring with a purple gem on her left ring finger.

"Are we here?" she asked.

"Yeah, we are," she responded. "Are you sure you're going to be alright?"

She nodded and smiled reassuringly, "Yes, I'll be fine. Trust me, I've been through a lot worse than this."

She nodded, "Okay, I trust you."

She sat up and added, "And besides, this isn't my first rodeo."

She got up from the bed when the Rust Bucket came to a stop. They got out and Ben stayed behind for a second.

"You coming, grandpa?" he asked.

"Uh, no, no. You haven't needed my help for a long time," he replied. "Just make sure you say goodbye before Gwendolyn sends you back." He nodded and left. He looked down sadly as soon as he was gone.

"Time to go Four Arms and show Ben 10,000 where it all began!" Ben averred.

He activated the Omnitrix and selected Four Arms. He pressed down on the face of his watch and transformed. However, he turned into Stinkfly instead of Four Arms.

"Yeah, with you messing up again," Gwen gibed. He growled at her.

Gwen got onto his back and he grabbed Layla. They flew into the building along with Gwendolyn and adult Layla, who was surrounded by her own energy as she folded her hands.

They were almost knocked down to the floor when something or someone almost hit them. It turned out to be an adult Four Arms, the alien Ben tried to turn into.

He looked pretty much the same as present Four Arms, except that he was taller and more muscular. The shirt he wore was similar to the one present Four Arms wears, but it was sleeveless like a muscle shirt. His two lower canine teeth were also visible due to an underbite.

Stinkfly flew over to him, "Hey, I was gonna go Four Arms, too! Great minds must think alike!"

"I don't think so," he shot. "Now go!"

A containment pod was thrown at them from where he had just been thrown from. The smoke in that area cleared to reveal an albino gorilla with a head in a jar for a head. That head was Dr. Animo! His eyes were disproportionate and he had a massive scar going along the top of his head and along the side of his face.

"No one's going anywhere!" he declared twistedly.

'What happened to him?!' Layla thought.

He saw the kids and the adult Layla and Gwendolyn, "I see you brought help, you're going to need it! For every one of your ten thousand heroes, I'm stealing enough DNA to create ten thousand monstrous minions!"

Four Arms looked like he was about to make a move, but the brazen Stickfly stopped him, "Oh, yeah? Think again!"

He flew towards Dr. Animo, but he was able to easily smack him away like a bug. As a result, he slammed right into Four Arms.

Gwendolyn ducked and the charms glowed again, "Kemo Char!"

The attack hit him, but barely caused any damage. He then shot a ray at her from a device near his head, but she created a force field to protect herself.

Adult Layla then shot thin black and white striped tentacles out of her fingers and they wrapped around his wrists. She pulled on his wrists and the charm around her neck glowed.

He began to be pulled towards her and he struggled against her. He fired his ray at her tentacles and grazed them, burning her skin.

She hissed and pulled her tentacles back and turned back into fingers. Smoke was coming from them and she started to blow on them to stop the pain.

Four Arms held down Stinkfly's tail and bent a pipe over it and pinned him down. "Stay outta my way!" he spat.

"Hey, you can't- I mean, I can't do that to me!" he shouted as he struggled to free himself.

Dr. Animo pounded his chest as he rushed him and they started to fight. Four Arms got in quite a few good blows on him, but he did as well.

"Shouldn't we help?" Gwen asked.

Gwendolyn shook her head, "No, he prefers it this way."

Meanwhile, Stinkfly was still struggling against his restraint, "I'm missing all the action! Layla, help me!"

She knelt down and started to get to work on that. It would likely take a little while because, realistically, the only way to get him out safely would be to turn the metal into gas. Turning it into gas will take longer than turning it into liquid because the molecules are dense and will have to be broken down at the molecular scale.

He saw how a vapor was slowly coming from the metal, "Ugh! Can't you melt it or something?"

"No, I can't," she uttered. "If I do that, it will burn your skin to the point where it might cripple you. Do you really want that?" He didn't say anything or do anything. "That's what I thought," and she got back to work.

As the battle continued, Four Arms changed into an alien that almost resembled a pufferfish. He had a small body in comparison to his large head. He shot slime out of his mouth and nearly sent Dr. Animo into the containment pods, but it didn't seem to do much damage.

He then transformed into Diamondhead, who looked the same as his present self except he was taller and the colors of his clothing were much darker. He punched the ground and massive crystals erected from the floor.

However, Dr. Animo was able to easily escape from his crystalline cage. He tore the claw used for the pods and brought it down on Diamondhead.

Suddenly, green electricity sparked from underneath the claw and a small, battery-like alien appeared on top of it. He released the same green electricity at him and electrocuted him.

He then transformed into Cannonbolt and rammed him into a pod. He uncurled himself and they could see that the sides of his waist all the way down to his feet are completely blacked out.

"Wow, I rock! What do you call that other one? Loogie Man? Spitter?" Stickfly asked.

"They're not pets. I don't name them anymore," he responded. He then turned into Four Arms.

"Aw! But that was half the fun!" he playfully protested.

He went over to Dr. Animo and punched the containment pod, he pulled out some of the wires, cables, and even tore the metal as if it was paper. He bent and twisted them to keep him in place.

"Do we detect a cry for help? The Galactic Enforcers have arrived!" a righteous voice announced as a team of three in matching yellow, white, and gold uniforms. Although Layla had no idea who they were, Ben, Gwen, and their future counterparts did.

Four Arms turned into XLR8, "Show's over guys."

"It's a big world, Ben, you could always save a couple of the bad guys for us, you know?" the leader, Ultimos, pointed out.

"What would be the point?" he retorted. "But since you're here, how about returning Animo back to the Null Void chamber for me?"

"Yeah, sure, anything to help," he grumbled.

"You don't have to be such a jerk, Ben," future Layla scolded pointedly.

"And you shouldn't be out here when you're carrying precious cargo," he spat. She rubbed her stomach when he said that.

Ben was finally freed from the restraint when the Omnitrix timed out. He was then grabbed by XLR8 along with Gwen and Layla.

"Gwendolyn, I'll meet you back at headquarters," he told her before he left with the kids.

"You coming, Layla?" she asked, her hands were on her hips.

She nodded, "Oh, yeah." There was a sour grumble in her stomach, "Oh… oh…"

"Are you going to be okay?" she asked, concerned.

She placed a hand on her stomach and did nothing for a long time but stare at the floor before she nodded, "Yes, I'll be fine. Don't worry, I'm tough."

She locked her hands together and the keystone glowed as her entire body was surrounded by the blue energy. She levitated off the ground and flew off after them.

'Yeah, that's what I'm afraid of,' she thought as the charms on her arm glowed and she took off after them.


XLR8 ran through the entire city with the three children and they watched as everyone and everything they passed by seemed to cluster together like a flash. Although they were upset that they couldn't see much, in truth, they were quite lucky.

Under normal circumstances it would all be nothing but a dull blur as he ran to his headquarters in only a couple seconds. The kids weighed him down and made this normally quick trip even longer.

During that time, they tried to get as much information from him as they could, which was not an easy task. To put it simply, he's a man of few words.

"So Animo's been around this whole time?" Ben asked.

"He escaped a few years back. I wasn't sure if he'd ever show his ugly face again," he answered. "But now it looks like he won't be a problem anymore."

"What about Vilgax?" Gwen questioned.

"Last I saw of him I left him in pieces. It wasn't pretty for anyone. Enough said," he replied curtly.

"Whoa, I really need to lighten up," Ben commented.

'You think?' Layla thought. 'He's very anti-social.'

He took them to a towering building with a symbol the same as the Omnitrix and the Plumbers badges Layla's seen hundreds of times on the satellite base as the roof. His headquarters was near Mount Rushmore, which just happened to be a Plumber base.

"This is my headquarters?" Ben questioned in awe. "Awesome! I must chill out here a lot!"

XLR8 finally stopped on the top floor and set the children down, all three of them had messy hair due to the wind caused by the speed at which he traveled. At the center of the room were monitors and computers.

"There's no time," he sped off to check his equipment. "I'm always patrolling the planet, thus "Ben" has no need to "hang out here"!"

"Okay, tell me I didn't just say "thus"? Don't I have any fun anymore?" he remarked as they fixed their hair.

He suddenly appeared right before them, much to their shock, "You'll understand soon enough, being me is not about "fun". Now wait here for Gwendolyn and don't touch a thing!"

Ben of course being Ben couldn't do as he was told and grabbed a hoverboard mounted on the wall. He started to glide across the room, laughing gleefully and nearly ramming into the girls, much to the annoyment of XLR8.

"Get off that board, now!" he growled.

"What? I don't even smile when I torment Gwen anymore?" he gibed. "You're even worse than I thought." He spun around on the hoverboard several times, "Cool move, huh? Wanna race?"

He took the hoverboard away from him, causing him to fall to the wall, "No! Those days are over."

Finally fed up with him, Ben snaps, "Well what I'm over is being a hero if this is how I turn out. I am such a jerk!"

He dropped the hoverboard and was about to yell at him, but an alert went off, "Danger alert: sector 1-A centric. Danger alert: sector 1-A centric."

"What is it?" Ben asked.

"My business, not yours. Get the portal open and get them home," he told Gwendolyn before he sped off.

He crossed his arms, "Well I'm not going. You brought me here for a reason and I bet it's whatever's going on in sector 1-A centric. Is it far away?"

"It's sixty-one stories below us," adult Layla answered.

Gwendolyn gasped, "The Null Void chamber!"


XLR8 made it to the Null Void chamber and saw that Dr. Animo was there. He changed into Diamondhead.

"It ends now, Animo!" he declared as his arms morphed into lance-like shards.

"Oh, but it's only just beginning," a familiar raspy, menacing, and gravelly voice proclaimed calmly.

His heart stopped, there was only one person in the entire galaxy it could be. Unfortunately, this was proven to be true when a familiar towering, heavily armored squid-like humanoid stepped into the light.

"Vilgax?!" he exclaimed. He was in deep trouble, now. His arch-enemy he thought was dead was alive! And looked more powerful than ever.

O-X-O~Y~O-X-O

Name: Layla Patelliday

Species: Human/Ectonurite/Anodite (genetically 75% human and 25% Ectonurite)

Homeworld: N/A

Residence: N/A

Age: 33

Affiliations: Plumbers, Police Department

Occupation(s): Magister-ranked Plumber, Heroine

Alias: Enigma, Magister

Relatives: Patelliday (adoptive father), unknown biological father, unknown biological mother (deceased), unknown great-grandfather, unknown cousin, unknown uncle (deceased), unknown husband, two unknown children, unborn child

Abilities: Matter Manipulation, Telekinesis, Tentacles, Magic, Quick Thinking

Equipment: Keystone of Bezel, Speeder

Appearance: She wears a long-sleeved black outfit with black and white sleeves similar to the one her present self wore during her days as Enigma. She usually dons black or white armor, but had to remove it when she got pregnant. She also wears her wedding ring on her left hand.

She has white stripes at the ends of her hair in a similar style to an Ectonurite's tentacles. She also has black lines around her eyes like that of a person possessed by an Ectonurite.

Personality: She's very assertive and authoritative and she's not afraid to stand up for herself, even going so far as to call herself "superior" to Ben 10,000 when he ordered her to go home. She is still unafraid of Zs'Skayr/Ghostfreak even twenty years later.

Powers and Abilities:

Like her present day counterpart, she can manipulate matter and change them into another. She also possesses telekinetic powers on a much stronger scale than her counterpart.

She can shoot tentacles from her fingers that can wrap around a target and can pull them towards her, throw them around, etc.

Due to her Anodite heritage and the Keystone of Bezel, she possesses a high degree of magic.

Weaknesses:

Due to her pregnancy she has to take things easy and numerous issues make it increasingly difficult to fight.

Despite her heritage and experience, her magic skills are not nearly as powerful as Gwendolyn's.

Interesting Facts:

She took Patelliday's name as her last name when she was around the age of her present self.

She achieved the rank of Magister when she was 19, making her one of the youngest Magisters in Plumber history.

She was given the Keystone of Bezel by Gwendolyn.

She has two other children aside from her unborn child.

She's been married to her husband for over a decade.

She's met her distant family, including her biological father, a cousin, and her great-grandfather.

O-X-O~Y~O-X-O

(A/N: Sorry, everyone, but this will be continued in part two. I would continue writing this chapter, but then the end result would be like ten thousand words and I just don't have the energy to continue right now.

So, yep, future Layla is pregnant and she's married. I'm not going to say much, except for that a lot of the information I put for her is foreshadowing what's in store for present day Layla.)