Yeah, yeah, I know, this is a late upload. I got held up unexpectedly on Monday, so I wasn't able to upload it until it was technically Tuesday where I'm at. But, better late than never, am I right? I'll get this next chapter out on Monday for sure, so one week is all you'll have to wait!

Back on topic, welcome back to the Ultra 10 Chronicles! There's a lot of fluff in this chapter, and much less angst/pain. Also, the beginning of the end for Alex.

A number of weeks ago, one user contacted me about possibly writing a number of chapters for this story. As a result, they have been doing some really good work, and we have both decided to include it as an alternate timeline to several events coming up in the next several chapters. I'll include more information about how to read it when they have completed the work they are doing. They've been doing some really good writing, and if you're a fan of this story, I'd look forward to giving that story a read/review! Now, back to the main timeline...

There is just one trigger for this chapter. A case of choice language. It is in the paragraph after, "I didn't really have any friends..." That's really the only one.

There is two soundtracks for this chapter, and they actually kind of contradict each other. The first one is "Look Away," by Chicago. This, I think, pretty well portrays the uneasy/awkward relationship between Gwen and Ben.

The second soundtrack is "You're My Best Friend," by Queen. This one also describes the comforting/trusting relationship between them. Maybe let me know which soundtrack you think fits the chapter better?

That's it for up here! Enjoy the chapter!


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

Chapter 38: Where Sanity Ends

Downtown Bellwood

Cooper's car rolled up to Ben, who sat on the steps of the back door of some shop. Ben waived at him, before walking around to the passenger side and stepping opening the door.

"I didn't know you had a car," Ben said.

"Technically, it's my mom's," Cooper confessed. "Still, I don't like driving. You never know who's watching you."

"You still have some serious paranoia concerns," Ben replied as Cooper pulled out of the alleyway, back into the flow of traffic.

"You can never be too careful," Cooper replied. "How are you feeling, you look like you took a beating."

"I've had worse," Ben said. "Not that I'm wanting worse, just saying."

"You said it was a set-up?" Cooper asked.

"A trap, yes," Ben informed. "Alex was waiting for me inside. He got the jump on me pretty good."

"And yet you're alright?" Cooper inquired. "Does that mean you took care of him?"

"He let me off easy," Ben corrected. "He got away. He kept going on about how I took everything from him, and that he was going to kill me only after he took everything from me."

"Interesting," Cooper replied. "That does give us a little more info about him."

"He said I killed his father," Ben said. "There's got to be some connection we're looking over."

"What about the building?" Cooper asked.

"Just a pile of smoking rubble," Ben answered. "It went up incredibly fast. It must have been really old."

"Or Alex had helped it along with some explosives," Cooper said. "He used an explosive on your house, so we know he has access to them. It's entirely possible." Ben shrugged in response. They rode in silence for a moment before Cooper got a funny look on his face.

"What's the matter?" Ben asked.

"The radio," Cooper said. "I can sometimes sense the radio signals."

"What about it?" Ben asked.

"There's some frequency that's not in the normal range, and it's giving me a headache," Cooper complained.

"Maybe listening to the radio could help?" Ben asked "Like release some pressure?" Cooper shrugged, but he still turned up the volume on the stereo, and adjusted the channel until it came on a news station.

"-FIRE OFF OF BROADWAY AVENUE IN BELLWOOD. THE MYSTERIOUS ULTRA 10 WAS SEEN LEAVING THE SCENE," the radio spokesperson said. "LAW ENFORCEMENT IS STILL SURVEYING THE SCENE, BUT THERE ARE MORE THAN ONE MISSING PERSONS REPORTED SO FAR."

"What are they talking about?" Ben asked. "I got everyone out of the building!"

"They're missing, not confirmed dead," Cooper said. "There's a good chance they're just not at the scene. What I'm concerned about is the fact that there's some doubt about your involvement. You'd think that after all this time, they'd figure out that you're one of the good guys."

"There's always going to be haters," Ben said as Cooper pulled up in front of Ben's house. Ben stepped out, heading towards his house. "Nothing you can do about the occasional hater."

"Still, the news painting you in a bad light isn't good for us," Cooper said. Ben waived it off.

"It is what it is, let's just hope it doesn't get any worse." Ben walked inside of the house and went upstairs into his room. He plopped down on his bed and relaxed his sore muscles. Just then, his cell phone rang.

"What is it now?" Ben asked, pulling it out of his pocket. "Hello?"

"Ben," Max greeted from the other side. "When's the last time you saw your father?"

"This afternoon, why?" Ben replied sitting up in bed.

"He's having some kind of a psychotic episode at the hospital," Max said. "I'm on my way to pick you up now."

"Thanks, Grandpa," Ben said, ending the call. He sat up on his bed and stretched. "This day just keeps getting better and better." Ben glanced out his window, seeing the Rustbucket pull up and honk its horn. Ben slipped on his coat and ran downstairs and out the front door.

"Thanks," Ben said as he buckled himself in. Max nodded and drove down the road towards the hospital.

"Ben, Frank, Natalie and I are considering placing your father in a mental institution," Max said as they drove through the streets of Bellwood.

"Wait, what?" Ben asked in shock.

"I was there only a few minutes after the hospital called me," Max said. "It doesn't look good for him, and the hospital isn't properly prepared to treat him in the state he's in."

"What about Aunt Natalie and Uncle Frank?" Ben asked.

"They don't like the idea of it either," Max relented. "But with Natalie being a psychiatric therapist, she'd be able to help look after him."

"Let's see what's going on before we make the decision," Ben said.

"I just wanted to let you know what could happen in the near future," Max said as they pulled up into the parking lot. The two got out of the old RV and quickly made their way inside towards Carl's room.

The scene was one of chaos. Carl was strapped to his bed, though he was still jerking and trying to get free. His face had a disturbingly-permanent smile cracked across it, and his eyes were crying with laughter. He tossed his head around chaotically, all the while laughing like a mad man. The scene honestly frightened Ben.

"Groundhog, please stay! Stay with me and play!" Carl shouted in between his maniacal giggles. "But he doesn't stay, he just runs away!" There was a nurse trying to hold him down long enough for the second nurse to administer a sedative.

"This is worse than when I was here before," Max gasped out, clearly taken aback himself over the scene. "Doctor Ferris, what exactly is going on?"

"I'm working on my hypothesis," the doctor said. "But there must have been something that triggered this episode. That's why I wanted to see Ben."

"You think I caused this?" Ben exclaimed, offended.

"Not directly," Doctor Ferris said. "But I'm trying to isolate any factor that could have triggered it."

"I visited him this afternoon," Ben supplied. "It was about two in the afternoon, but I stayed only about half an hour."

"Did he say anything? Did he act any different than your last visit?" Ben shook his head.

"He told me another riddle," Ben said. "But he acted the exact same as before. He just watched the tv throughout the entire time."

What did he say?" Doctor Ferris questioned.

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

"I wonder what this "Groundhog" character has to do with him?" Doctor Ferris asked out loud. "I'll keep looking into it." Finally, the sedative started to kick in, and Carl started to settle down, acting more and more sleepy until he finally closed his eyes, finally unconscious.

"I need to run a few more tests on him," Doctor Ferris said to Max. "I'll keep you up to date on what I discover." Max nodded.

"Is there anything we can do?" Max asked.

"Nothing right now," Doctor Ferris replied. "He needs to rest right now. But in the coming days, I'll let you know." Max nodded his head. The doctor walked back towards Carl, leaving Ben and Max there alone.

"Ben, are you ready to go?" His grandfather asked.

"There's nothing we can do?" Ben protested.

"Doctor Ferris needs his space to work with your father," Max said. Ben nodded, accepting the fact. "Come on, I'll drive you back to Frank's house. The drive was silent, until Max pulled up in Frank's driveway. Just then, Max got a call on his cell phone.

"Sounds like someone is in need of a plumber," Max sighed.

"You can't stay?" Ben asked, kind of wanting his grandpa to stay for a while, but knowing that there wasn't anything he could to keep him from taking the call.

"I'm afraid not, Ben," Max apologized. "Though it sure would be nice to be able to decide when someone's pipes broke. Say "hi" to Gwen's parents for me, will you?" Ben nodded. With that, Max answered the call as he drove down the road. Ben's own cell phone buzzed in his pocket. Opening it up, he read the text message.

"We need to talk as a team about tonight," the text read. "Be at Cooper's garage tomorrow afternoon. -Doc." Ben sighed as he texted his response.

"I'll be there." He sent it, and walked inside the house, heading upstairs and into his bedroom. He flopped down onto his bed, exhausted from the day. He was just about asleep when he heard a soft knock on his door.

"What is it?" Ben asked, reluctantly opening his eyes. The door opened, and in walked Gwen.

"H-hey, Ben," Gwen said. "Do you have a minute to talk?" Ben moved to the edge of his bed, gesturing for Gwen to come in.

"I guess so," Ben said. Gwen closed the door behind her and sat down on Ben's bed.

"So… how are you feeling?" Gwen asked awkwardly.

"Right now?" Ben clarified. "Tired. You?"

"That's… not quite what I meant," Gwen said. "I meant about your dad?"

"What are you getting at?" Ben asked, confused.

"I know it's been several weeks since… Alex's attack," Gwen said. "And I should have talked to you sooner, but this whole… thing," Gwen motioned between them. "Between us has been occupying my mind."

"Yeah," Ben said, looking away. "The same here." He took a deep breath, holding it for a second before he let it out. There was a moment of silence before Gwen cautiously broke the silence.

"But despite that," Gwen foraged ahead. "You still are my friend, and I want to be there for you. Like for Lukas, you know?" Ben nodded in understanding.

"I know that it was a shock for the entire family," Gwen said. "But it's especially hard for you, and I want to be there for you, if you need someone to talk to, you know?"

"Thanks," Ben uttered. "I really appreciate it." Ben took another deep breath. He heard Gwen do the same. They just sat in awkward silence for a moment.

"Do… do you remember how things used to be?" Ben asked. Gwen looked at him with a quizzical look.

"How what used to be?" She asked.

"Us," Ben clarified. "Back before I got this," Ben held up the Omnitrix. "Back before we fought crime. Back when it was just you, me and Grandpa Max, alone all summer long."

"You used to drive me absolutely nuts," Gwen said, a giggle in her voice. Ben let out a chuckle himself.

"Yeah, that was fun!" Gwen slugged him in the shoulder.

"Doofus!"

"Dweeb!" Ben shot back. They sat there for a moment.

"Life was simpler back then," Gwen said. "We didn't like each other much back then, did we?"

"We weren't even friends," Ben said, though that felt wrong the moment he said it. "Er… not normal friends…" Gwen looked at him.

"I didn't really have any friends other than you," she said. Ben shot a confused glance at her.

"Bullshit!" He said.

"Ben!" Gwen hissed. "No swearing! My parents would be furious!"

"Sorry," Ben apologized. "But I don't believe that for a second." Gwen looked back up to Ben.

"Why is that so hard to believe?" She asked. "You were always the popular one. You always had the friends, and I was so jealous that you could make friends so easily."

"Is that what you thought?" Ben asked. Gwen nodded. "Well it might have looked that way, but that's not exactly how it was…" Ben laid back on his bed, staring up at the ceiling for a minute.

"Well?" Gwen prodded.

"Well what?" Ben asked.

"Well, how was it then?" Gwen asked. Ben sighed.

"I tried to fit in, you know?" Ben relented. "Tried to hang with the cooler kids, but I never really fit in. I guess that Jamie and Lukas were really my only friends, but I never really even did anything with them. Not until Mom made me invite them to my eleventh birthday party."

"I remember," Gwen said. "It seemed like you were really good friends with them, I was kind of jealous."

"We all liked Sumo Slammers," Ben admitted. "But that was really it, just three nerds. So they were really the only ones I was comfortable with inviting when Mom made me invite someone." Ben took a long breath.

"But no one really understood me except for Grandpa Max, you know? That's why I was so excited to spend all summer with him…" Ben paused for a moment, unsure whether he should add what he was thinking, before deciding to go ahead. "That's also why I was so upset when I found out you were coming along too. I thought that you had your friends, and you'd just be butting in on my time with Grandpa."

"I'm sorry," Gwen surprised herself with her apology. "I didn't know the summer trip meant so much to you."

"I got used to it," Ben brushed her comment aside. "Heck, I even kinda enjoyed you being there towards the end. Grandpa's great, but he's still an adult."

"I getcha," Gwen said. There was a silence for a time.

"So… I spilled my social life. Your turn," Ben said.

"It's actually pretty much the same," Gwen confessed. "I didn't really fit in with anyone my age, and I really only "clicked" with Grandpa. But I really enjoyed our summer together. I'd say that if we weren't friends by the end of the summer, we were something similar…"

"Friend-enemies," Ben supplanted. Gwen nodded.

"Yeah, that's about right." Gwen swallowed down the nervous butterflies in her stomach.

"Would you like to drop the last part?" Ben asked.

"You mean the "enemies" part?" Gwen asked. Ben nodded. "I'd like that."

"Alright then," Ben said. "From now on, we're officially friends, sound good?"

"Sounds great," Gwen confirmed. "Thanks, Ben." Ben shrugged, at the same time suppressing his own nervous butterflies. Gwen stood up off of Ben's bed.

"Oh, and one other thing," Gwen asked timidly.

"What's that?" Ben asked.

"The other thing on my mind," Gwen reluctantly forged ahead. "The whole dance… thing…"

"It was fun," Ben said, before quickly adding, "Except for the whole kissing part, of course!"

"Right," Gwen said. "It was an accident on both sides, right?"

"Yeah," Ben confirmed. "But it's in the past, right?"

"Right," Gwen responded. "Just to be straight."

"Are we good then?" Ben asked. "About the kiss, I mean?"

"Yeah, we're good," Gwen responded. She walked towards the door, opening it up and stepping out of her cousin's bedroom. She started to close the door behind her, before stopping and looking back inside. "Thanks, Ben. For talking."

"That's what friends are for, right?" Ben asked.

"I think so, yeah," Gwen replied. A shy smile crept across her face as she closed the door behind her, heading down the hall towards her own bedroom. Ben took a deep breath.

"It feels good to have that off my chest," he mumbled to himself. Then a smile cracked across his face. "And it's nice to finally be official friends." He laid in bed for a moment, pondering on that thought until his exhaustion came back, and he fell asleep.

Ben woke up to the sound of his alarm clock beeping. Turning it off, Ben got out of bed and stretched. He was still a little sore from his fight yesterday, but he was feeling much better. Grabbing a fresh set of clothes, he made his way into the bathroom to shower and get ready for the day. An hour and a half later, Ben and Gwen were walking to school, Ben chatting away about Sumo Slammers and why it was the best franchise in existence. Gwen just smiled, already knowing about Ben's fascination with the franchise, but now realizing how obsessed he was with it.

School was, just like most days, boring. Ben sat through his classes, listening to his teachers drone on and on about math or literature, or chemistry. It was all the same to Ben, and although he understood the different subjects well enough, it just seemed that his teachers just enjoyed to hear themselves talk. So he'd pretend to listen, all the while doing his homework from his last class, so that he'd have time in the evening to go on patrol.

Finally, the torturous day was over, and Ben waited outside by the brick wall that surrounded the school for Gwen to show up. It felt strange waiting for her, but it felt even stranger walking back to her house without her. A whole ten minutes passed before he saw her coming out of the doors of the school. A smile on his face, he stood up, shouldering his backpack, and walked towards her.

"What took you so long?" Ben asked, a smirk on his face. "School didn't go long enough for you?"

"I was just asking Mr. Hewlett some questions about the literature homework," Gwen replied.

"You worry too much about your grades," Ben said, as the two cousins walked down the road.

"That's funny, coming from you," Gwen replied. "Because you don't worry enough about them."

"It's all just busywork," Ben defended. "Like they teach you the principle, and then give you a thousand questions to solve, all about the same principle."

"Repetition is the key to memorization," Gwen said. "It's to help you internalize the principles."

"What for?" Ben asked. "When are we ever going to have to recall Romeo and Juliet?"

"Among other things, studying classic works of literature helps you to think critically, as well as artistically," Gwen said.

"Thanks, Wikipedia," Ben joked, earning him a playful slug to the shoulder.

"Doofus," Gwen mocked. "Thinking critically helps you solve answers effectively. You know, with more than just punching it."

"But if punching it works…" Ben replied. Gwen sighed exasperatedly.

"You're hopeless!" She let out as he chuckled.

"I guess that we'd better get to Cooper's garage," Ben said, changing topics. "Julie said something about talking about yesterday."

"Good idea," Gwen replied. She glanced around. "I don't see anyone nearby."

"It's probably safe enough to get suited up in an alleyway," Ben agreed. They ducked between two buildings to change. Ben pulled out his suit, unfolding it and allowing it to expand over his body. Gwen watched in a sort of stupor.

"I hadn't seen you put on your suit before," she said. "It's pretty cool to watch!"

"I guess it's cool," Ben relented. "Your turn." Gwen spread out her arms.

"Ostendo!" Gwen's figure lit up slightly by a faint glow, the light coalescing around her clothes. In an instant, they flashed bright purple, and were changed from her school uniform into her Lucky Girl suit. Everything, including her cat mask simply appeared out of the mana.

"Woah!" Ben exclaimed. "That's a cool trick!" Smiling, Gwen changed the topic.

"Let's get to Cooper's garage," she said. Ben nodded, and activated his Omnitrix, changing into StinkFly. The two of them soared through the afternoon sky towards Cooper's garage. They arrived only a couple of minutes later, Ben pressing the Omnitrix badge that was between his two sets of eyes, resorting him back into his human form in a flash of light. They made their way into the garage where the rest of the team were already gathered.

"So what's this meeting about?" Ben asked after they all had got situated. "Sounded like it was urgent by your text."

"It's about yesterday," Julie got down to business. "Cooper let me in on the whole diversion with Alex."

"Wait, what happened?" Gwen asked.

"Basically," Julie replied. "Ben and Cooper tried to set up a trap for Alex."

"One that went sideways," Maddi filled in.

"But," Cooper cut in. "We got some valuable information about him. "For example, we know that our communicators are still safe to use. And another, we got a good look at him. At least, Ben did."

"And that's not the most important part either," Ben said. "He's got powers."

"Wait, what?" Cooper asked. "What are his powers?" The entire team looked to him.

"He's got some ability to change his form," Ben said. "Like changing into animals. That's how he got the advantage on me. I just couldn't keep up with his changing shapes."

"Sounds like he's going to be a tough one to take down," Gwen said. "But first things first, where is his base at?"

"I've been working on that," Cooper said. With a flick of his wrist, his eyes glowed blue and a computer screen floated across the room, turning on, and showing an aerial map of Bellwood.

"Trying to locate Alex was going nowhere, at least until Ben received another communication from him. The one that told him about the building yesterday. That was easy to crack, but it wasn't the whole puzzle." As he talked, the computer screen highlighted a certain area on the map.

"By yesterday afternoon, I'd been able to triangulate the area that the communicator had been recorded in, as well as replicate the frequency. Then it was child's play to be able to capture the frequencies passing through the air. However, these are all general locations, there wasn't anything specific. We just knew he was in the South part of town."

"Where there's the abandoned areas of town," Gwen filled in. "It's been pretty deserted ever since Jason."

"That's right," Cooper agreed. "We knew what part of town he's in, but that's still a large area to walk into blindly, hoping for a fight. But that's when we got lucky."

"How so?" Ellie asked.

"When Ben went to the burning building, I was focusing my attentions mostly on that area. Well, I went to pick up Ben, I noticed a frequency that wasn't quite normal. When I got back to my garage, I analyzed it, and I realized that it was the same frequency that I'd been tracking. It was Alex's frequency. Which meant that he had a radio broadcaster on him. So that he could access it anywhere he went." Cooper took a moment to breathe and gather his thoughts.

"So, what next?" Maddi asked.

"Well if he had a broadcaster on him, then I simply had to filter out the weakest frequencies, which would leave his broadcaster as the only source. After that, I traced the broadcaster back to his hideout," Cooper finished. The computer screen zoomed in on a building, with a small red dot blinking inside it.

"So that's where he is?" Ben asked. "In the burned-out Wally's Grocery store?"

"You're seeing an arial view," Cooper said, as the map expanded. "He's been able to connect the grocery store to several nearby buildings via the basements and underground tunnels. There's going to be a lot of wrong turns, and possibly traps littered throughout the entire area, especially if he's expecting the entire team to show up."

"Then we should bring back-up," Gwen said. "We still have the radios from that PLUMMER agent. We give them our info, and go in with them to take him down."

"Easier said then done," Julie said. "That's the other thing from last night. It seems that several people saw you leave that burning building last night. They saw you as HeatBlast, and they put two and two together."

"They did what?" Gwen asked, confused.

"A burning building, and Ben comes out of it as HeatBlast? People are going to speculate. It's already been blowing up online," Julie said. "This morning, the police chief said that Ultra 10 was nothing more than a vigilante, and that you needed to be stopped. He put a hit out on you."

"But that doesn't make any sense?" Ben protested. "The building caught fire even before I was inside, and I didn't turn to HeatBlast until the very end when I escaped.

"Regardless, it looks like the whole situation was staged to put the blame on you. There's a growing number of people saying that you should be stopped, or that you're a menace to the city," Julie replied.

"Considering the amount of damage to the city since you became Ultra 10, it's easy to see where they're coming from," Maddi commented. Ben shot her a look of betrayal. "Hey, I'm with you on this, but I'm just saying where the feeling comes from."

"So how do we deal with this?" Ben asked.

"First things first, we need to deal with Alex Animal," Cooper said. "taking him down might help your public image, or it might not. But he needs to go down, and we've got enough information to take him out." Gwen nodded in agreement.

"I'll use my radio to contact the PLUMMERs, hopefully we can coordinate with them to take him out," she said. "I'm sure they'll want a dangerous super-powered criminal off the streets just as much as we do."

"Alright, you do that, Lucky Girl," Ben confirmed. "Cooper, do you have any more details that could help us besiege his base?" Cooper nodded.

"It's new intel, and it's not conclusive in any way," Cooper said. "But last night his broadcaster stoped moving at around ten o'clock, and was stagnant until about seven. There's a good chance that he was sleeping then, or at least, staying in his base. We won't want to attack too early, so I'd suggest not going in any earlier than about eleven o'clock at night." As Cooper spoke, the image on the computer screen blew up, expanding to show a 3-D image of the burned-out Wally's supermarket.

"If the team enters through the supermarket, it's not too far down until you are in the tunnels he's constructed underground, perhaps only three feet," a section of the map lit up, showing where they would appear. "A second group could enter the tunnels farther out, down the road, through where the old bait-n-tackle shop used to be. It looks like the tunnel there leads right to the surface, through the closet in the back."

"Why don't we just all go through the closet, and skip the digging?" Maddi asked.

"Well if that is one of his exits, you can be sure that he's got some monitor or traps set up on it," Cooper explained. "Whereas there's no way he can lay a trap for the tunnel that's yet to be dug."

"Alright, so we split up?" Julie asked. Cooper nodded.

"We send our firepower through the front door," Cooper pointed to the bait-n-tackle shop. "That will draw his attention. Meanwhile, our muscle goes through the backdoor. If we're having the firepower of the PLUMMERs, then Maddi and I could lead the agents through the closet. Meanwhile, Ben and Gwen, along with a couple of agents, dig through the tunnel, and we meet up in whatever room Alex is in, surprising him, as well as surrounding him. All the while, Julie and Ellie are on tech, keeping us coordinated."

"Sounds like a good plan," Ben said. Both Gwen, Maddi and Julie nodded in agreement. He looked at the wall clock, noticing the time. "If we're doing this at eleven, then we've only got about six hours to get the PLUMMERs on board, and up to speed."

"About that, yeah," Cooper said. "However, if Alex can indeed utilize the ability of animals, then there's a wide variety of what those tunnels could look like. They could be dark, cramped, flooded or dirty, well carved out or well lighted. So be sure to be prepared for anything." Ben nodded.

"Shouldn't be a problem," Gwen said. I've got my charms, and Ben's got forms of every shape and size."

"Alright, Gwen, give the PLUMMERs a call, and let us know if they'll be able to help. Everyone else, be here no later than ten o'clock," Cooper said. Ben nodded, and they all went their separate ways.


PLUMMER Headquarters, half an hour later

"Very good, I'll relay the information to my superiors," Agent S-33 replied as he finished the recording of the radio communication and sent it. Internally, he thought that the PLUMMER organization would be foolish to let such a gem slip from their hands. Ever since they had tried to apprehend Ultra 10, and ended up with a dead Doctor Animo, the organization had been having a hard time living up to their missions. Sure, they still rarely had a mission go sideways, but that didn't mean that their missions didn't come out bloody and a mess.

And that is why letting Alex Animal out of their fingers would be a stupid mistake. He was sure that the higher-ups would jump on the opportunity, even if they wouldn't be able to set many agents onto it. The had been in increase in alien smuggling on the planet, and most of their higher-up agents were dealing with keeping Earth as a level-two technology planet. Suddenly, Agent S-33 noticed his command console blinking. He pressed the receive button.

"Agent S33 here," he answered.

"This is Agent 01," the agent spoke from the other end. "Agent 22 will be heading the operation to subdue and capture or kill Alex Animal. An additional three "B" class agents will accompany her. Please relay this information to Team Ultra. Agent 22 and her squad will be debriefed, and will be deployed to the area specified at ten o'clock this evening."

"Very good, sir," Agent S33 replied. He sent the recording through the radio to the handset that Lucky Girl had.


"Looks like we're going out on assignment, boys," Lynn said to her three "B" class agents who had been selected to accompany her.

"Yes, sir!" The three of them said.

"Central command just updated me on the plans, and commanded me to debrief the three of you," Lyn continued her speech. A projector hidden in the ceiling projected a hologram for her aid in the debrief.

"There are two points of entry that the plan will utilize. The first one is a preexisting entrance tunnel that opens up through this bait-n-tackle shop here," Lynn pointed to a building, which lit up, indicating a tunnel that led from the back of the building into a cavern underground.

"The second point of entry will be a more direct route, here," Lynn pointed to Wally's Grocery Store. "That team will be digging their way into the tunnels beneath. The object is a decoy and flanking maneuver around the main subterranean room, here." Another room lit up.

"Team 1 will be tasked to draw the target's attention, though not enough for him to suspect anything. Make him think we got lucky, nothing more. Meanwhile, team 2 will get into position to flank him here," Agent 22 drew the pathway with her fingers, the path lighting up as she did so.

"We coalesce at the target and take him down. I will be assigned to Team 1, along with Agent B122 and Agent B131. In addition, we will be supported by two members of Team Ultra. Agent B52 will be assigned to Team 2, and will work under the temporary command of Ultra 10, however everything you see, you are to report to command. If Ultra 10 or Lucky Girl have a weakness, we want to catalogue it, to have a viable back-up plan against him. Understood?"

"Yes, sir!" All three agents shouted.

"Agent S33 will inform you on the gear you will be issued. We leave at twenty-one hundred, thirty hours," Lynn informed.


Several hours later

Ben stood inside the burned-out carcass of the building which used to hold Wally's Grocery store. There were still half-burned sections of the building that didn't look like they'd been touched since Jason's attack all those months ago. Still, it wouldn't be too hard to hide in the wreckage, even in plain sight. The area was just too creepy to be caught outside in after dark. Which is exactly what Ben was thinking as the night got closer and closer to eleven.

"I did this, you know," Gwen confessed. "Burned the building, you know. There was this whole big group of vamps in here, and I lit it up to kill them all."

"You did what you had to do," Ben said. "We all did. It was pretty chaotic that night."

"I know, it's just… so creepy now," Gwen said. The third member in their party huffed.

"I can't believe that I'm assigned to work under two teenager kids," Agent B52 said.

"You know, you could tell us your name," Ben said. "Because "B52" sounds more like a football play."

"Whatever, kid," the agent practically spat back. "Like I care? I'm just here to do my job." Ben shrugged as the agent turned away to sulk. He pressed a button on his communicator.

"Doc, what's our time?"

"It's ten, fifty-two," Julie replied. I think we should be good to begin digging.

"Thanks," Ben said. He activated the Omnitrix and switched through several silhouettes before deciding on one. Pressing the face plate down, he was briefly engulfed in a flash of light, emerging as an orange fur-covered alien.

"WildMutt!" Gwen whisper-shouted. Ben, although he didn't have eyes in this form, did his best to give her a confused look.

"What? You always announce the names of your other forms? This one kinda doesn't have that ability, so I said it!" Ben simply shook his head and started to use his powerful claws to dig through the floor of the building. Although he was just scraping on the concrete for a moment, his claws finally caught between the cracks, and he pried up the concrete, revealing the dirt beneath. Quickly, he started digging through the dirt, kicking it up in mounds all around the store.

"Doc, we're digging the tunnel," Gwen reported into her communicator. "And Ultra 10 is digging fast. We'll be into that hole in about a minute."

"Thanks, Lucky Girl. Gears? You and Steel Girl had better get into that closet and start causing a racket. Let Alex know that you're coming," Julie said.

"Got it," Cooper's voice came from the other end of the communicator.

"Bet I can disable more traps than you can," Maddi singsonged.

"You're on!" Cooper replied with enthusiasm in his voice. Finally, Ben felt the dirt underneath his paws give way, and he had to resist the urge to growl as he fell several feet into the tunnel.

"Good job, Ultra!" Gwen congratulated him. Activating her Charm of Telekinesis, she floated down into the tunnel, followed by the heavy "clump" of Agent B52 landing on the bottom of the tunnel.

"It's dark down here," Gwen muttered.

"Switching to infrared vision," the agent said, clicking a button on his visor.

"Nox oculus," Gwen whispered. Immediately, her eyesight sharpened, as if the tunnel had suddenly gotten brighter. In reality, she could simply see in the darkness. Ben had absolutely no issue with sight, as his form didn't even have eyes. Instead, his keen sense of smell told him everything about the tunnel that vision would, plus more. It was only a few seconds before Ben caught the sent of something, a possible target. He growled to let Gwen know, and started down the tunnel. Both Gwen and Agent B-52 started following him.

"Doc, Ultra 10 has the scent, and we're heading towards Alex's position," she whispered into the communicator.


"Watch this," Maddisen said, as she fired her energy cannon into the wooden door that protected the entrance to the tunnel. The blast made contact, and blew the door to splinters.

"Not bad," Cooper said. "But I can do better!" He aimed both of his wrist-cannons into the tunnel, and fired them off. The green bolts of energy whizzed for a moment before making contact with the sloping ceiling of the tunnel, exploding on impact. "How's that for an entrance?"

"You two haven't seen anything yet," Lynn spoke up. She tossed a small, handheld object down the tunnel a ways and pressed a button on her gauntlet. A boom rang out, as the grenade exploded, sending dust and bits of rock flying out of the opening of the tunnel.

"If he didn't know we were coming before," Maddi commented. "He should know now!"

"Let's go!" Cooper said, as the group of five moved into the tunnel.


A/N:

And that's it for the chapter. Like I said, I'm going to have this next chapter done by this coming Monday, in one week. This chapter was harder for me to write, as I find action scenes much easier to write than emotional/fluff ones. So I shouldn't have any trouble getting it out. But as for this chapter, what are your thoughts? Ben and Gwen are officiall friends, though they've decided to put the weirdness of dating the other behind them. How long do you imagine that their decision is going to last? A year? A month? Perhaps only for a few days? What did you think about Team Ultra teaming up with the PLUMMERs? Do you think it's going to lead to problems with the PLUMMERs, or is it going to help smooth their relationship? Any other theories, projections, critiques, or just want to say Hi? Do what you do, and leave a review! Hope to hear from you this coming week! Have an awesome day!

Review Responses:

uchihaNaruto247: Man now I just want the next already, I'm glad Ben got to see Alex's abilities so now they know what they're up against. While both Ben and Gwen are fighting whatever feeling they have for each other, it seems as if Gwen is more affected by it than Ben is.

What's up, Uchiha? Thanks for the review! Your review made me smile, and I hope this chapter isn't a total let-down. Just about all of the next chapter will be the fight with Alex, so I hope you can wait one final week! As for Gwen and Ben, yeah, it is affecting Gwen in a more apparent way. Gwen's always been more obvious with her emotions, so she's finding it much harder to hide her feelings. But, yeah, it is affecting them both in different ways.

debaruncy12: A nice chapter... The fight was good, and using more diverse aliens also brings out the true purpose of the Omnitrix to the limelight... Something I had meant to write in the review as a critic... But a chapter well done!

Thanks for the review, Debaruncy! (Do you prefer Debaruncy, or debaruncy12?) In the coming fight, Ben's going to use a few of his aliens that we haven't seen him use yet, so here's hoping that I can write the fight well! As for your critique, it's easier to only write one or two aliens, but that just makes for lazy writing. I appreciate your encouraging me to stretch myself, and I'm so glad you enjoyed the chapter!

Amanny: I almost feel sorry for Alex after readinghis backstory, almost. Considering how he's brutally beating Ben, I'm afraid there is no hope for him. I hope they won't be too mad at Ben and Cooper. I did remember seeing a trap like this from one of the Spider Man movies. Carl's riddle could be about how Ben is simply not accepting his alter ego Ultra 10, who has been talking to him if you know what I mean.

Thanks for the review! Alex is a complex character, something that we'll get to see in this coming chapter. (He's got a very twisted sense of right and wrong, as if you didn't know that already!) I'm glad that I was able to recreate the fight/trap scene from Spider Man, at least to a degree. Hopefully that means that the story is engaging enough to visualize!

As for Carl, that's a good guess! The riddle actually leads to a situation wherein Ben has to confront his alter ego, and Carl will have a part to play in that, even if he himself is unaware of his part in it. Keep going down that line of thought. You're close, but you've not quite hit it...