Kevin Levin silently pulled his keys out of the ignition, effectively shutting the engine off. Slamming the car door with a loud thud, he was left alone to stew in his thoughts as he walked up the main path leading through the iron gate into Bellwood cemetery. He would've called her cell, but he had a gut-feeling his girlfriend would've appreciated it more if he physically showed himself. Not that he minded— seeing Gwen was always a plus.

The circumstances left much to be desired, however.

Trotting past the large willow tree, he found who he was looking for. His girlfriend sat at the base of a tombstone, head tucked into her knees, as it was obvious she had been crying. Wordlessly, he knelt beside her, wrapping his arms over her shoulders, allowing her to lean her weight into him. It could've been ten minutes— or an hour, and Kevin wouldn't have cared.

The trips to the cemetery were becoming frequent among the couple. Sometimes they went together and other times— utterly alone. It was all they could do to try and fill the void in their collective hearts.

He tried not to glare at the letters carved into the marble tombstone.

'Here lies Benjamin Kirby Tennyson, beloved son, nephew, cousin, and friend. Unknown to most, a hero to many. May he forever rest in peace.'

There, in between the collection photos, flowers and incense, was a shimmering plumbers badge— a symbol. The same symbol that was represented by the Omnitrix— the symbol of peace across the galaxy. He remembered a time when he hated it. Of course, back then Kevin hadn't been in a good mindset, driven only by feelings of hatred and vengeance. All of it, directed at one person.

"He-" She started before he cut her off.

"- He wouldn't want us crying over him like this." he affirmed quietly.

She sniffled. "You say that every time. Don't you get tired of repeating yourself?"

"Not if it means helping you." Slowly, she allowed him to pick her up off the ground.

"I just- I just wish we had more time." She headbutted his sternum, and he wrapped his arms around her trembling body once more as hot tears sprang forth, staining the front of his mechanic shirt.

"Me too, Gwen. Me too." He gently affixed his chin on the top of her head, rubbing circles on her back as she hiccupped, desperately trying not to break down himself.

After a few more minutes, Gwen pulled away from her boyfriend, wiping her eyes.

"W-what are we going to do Kev?" Her voice broke.

"What do you mean?" He asked, genuinely confused.

"I mean like," she gestured her arms outwards, as if trying to articulate something she couldn't quite explain, "where do we go from here? Do we- do we still do the usual? Fighting bad guys, saving the city… it all seems so- so hopeless without him here."

Kevin paused to consider his girlfriend's plight, knowing that Ben was no longer here to fill in the blanks for him. It was frustrating, having been so well acquainted with the Omnitrix wielder for the past year, only for the bombshell to be dropped on him about his best friend's condition. Even when he knew he was on a countdown heading towards zero, Ben never stopped being a hero.

He wished he had that same strength, because he damn sure could use it now.

Seeing the haggard state Gwen was currently in, only then did Kevin truly realize what being a hero meant. It was to protect this. Family. Friends. Life. It was meant to be cherished.

'So this is why Ben didn't stop. Wouldn't stop. Even when he was on his last legs— How could he? Being a hero was meaningless without something to fight for. He fought until the bitter end.' He swallowed thickly.

Enlightened, Kevin fixed his girlfriend in his grip, encouraging her to look him in the eyes, emerald on onyx.

"It's not what you've done that matters, but what you're going to."

Upon noticing her apprehension, he lamented further:

"Ben told me that. After I made off with the Rust Bucket, and got into some deep shit with Argit and Vulkanus-"

"- I remember that." She whispered. "But I don't see why you're bringing it up now?"

"Well, I don't think I ever told you this but… that meant a lot to me. What he said. I… didn't want to be the bad guy, so I got stuck in this vicious cycle of thinking you guys would never trust me, all because of my past."

"Kev-"

"- Please, just listen to what I have to say?" His hands were currently balled into fists at his sides.

"…It's ok. Continue." She gave him a small smile to spur him on.

"...Anyways, I kept thinking about what he said- about what you're going to do- what we are going to do, and…" His hand found its way to the back of his neck, rubbing it anxiously.

"I thought about what I had with you two. For the first time in my life, I felt like I actually belonged somewhere. It wasn't the alleyways in downtown New York City, or the Null Void- it wasn't a physical place. My home… it was with you. I don't ever want to lose that. So, Gwen… I think we should make a new team."

A flicker of anger flashed across her face before he threw his arms up in a calming gesture.

"I don't mean to sound like we're finding a replacement for Ben! No one could ever replace him! Honest!" He sighed, shoulders drooping as he sulked slightly.

"I haven't had many people close to me that I know I could trust with my life. So when I lose that… connection, I don't want it to be in vain. I want to honor them. Ben he- he was like the little annoying brother I never had! I loved him like he was my family, too." His face was burning up, but he kept on going in spite of himself.

"He always talked about expanding the team, right? It never happened, but with the Highbreed invasion, we got to see what that might look like! Together with all those amazing people like Alan, Cooper, Julie and Ship- we're practically unstoppable!" He faltered upon seeing Gwen's contemplative expression.

"Gwen?"

"Kevin Ethan Levin…"

He was so dead.

"...You really are a great guy!"

Huh?

His girlfriend shot into his arms, nearly knocking them both over to the ground as she held him in a bone-crushing hug.

"I thought you would be mad at me for saying all that!?"

"You're such an idiot. A loveable one, but an idiot." She pecked him on the lips, causing him to lock up like a robot.

"Plus, I never get to see you all flustered like this, so let me have this, okay?"

"Uh, alright. Sure." His attempt to regain his cool facade was shattered when he felt her humming happily against his chest.

"You're right: Ben wouldn't want us to spend all our time mourning over him like this." She released him, though still wiping the wetness away from her cheeks.

"So, a new team huh? That's all you got on your mind?" She fixed him with a cocked brow.

"It's not all that's on my mind, but yeah." He folded his arms.

"Oh?" She interlaced her arm with his. "What else is going on in that tin can of yours that you call a brain, I wonder?" She jabbed him lightly as they began to depart from the resting place.

"Haha, very funny!" He retorted sarcastically, but he couldn't help chuckling alongside her.

The couple stopped at the sound of a foreign applause. Whirling around, they were greeted by the sight of a dark cloaked figure emerging from behind the old willow tree. They appeared to be outfitted with highly advanced alien technology, dictated by the purple highlights that illuminated different circuitries throughout their costume.

"I must say, that was so adorable to watch." The deep automated voice rumbled condescendingly.

"Who the hell are you?" Kevin didn't like whatever vibe this person was giving off, as he subtly reached over to graze his hand across the marble gravestone, ready to absorb if need be.

"I have come in search of answers- those of which you will be giving to me."

"Quit deflecting- who are you? Why were you spying on us!?" Gwen's hands sparked to life with hot pink mana.

"Gwendolyn, please, there's no need for violence. As long as you comply, that is." His posture indicated that he was relaxed, but the threatening demeanor he spoke in didn't ease their worries.

"I propose to you a trade; I share information with you and I ask the same in return?"

"What makes you think we'd even consider telling a stranger like you anything?" Kevin growled.

"I found out recently that this Benjamin here took a little excursion before he… well, you know the rest." He huffed amusedly, shrugging at the two teen's angered expressions.

He approached the headstone with a slow gait, as if taking time to drink it all in, uncaring that he was within striking distance. He folded his arms behind his back.

"Aren't you curious about what I have to say?"

"Is this excursion you speak of- is it related to Ben's death?" Gwen's voice was gravelly, missing Kevin's wide eyed gaze falling onto her, confused that she was so openly conversing with this mystery person.

"It is."

"Spill."

"I will. When you agree to not attack me first." He pointedly cocked his head at Kevin, who had been silently absorbing the marble substance into his arm.

"Kev-"

"- Gwen, we don't know anything about this guy- or what he is capable of! Come on! Aren't you supposed to be the smart one when it comes to things like this!?"

She grinded her teeth in irritation. "I know- but if it's about Ben… maybe it'll help us find some closure."

Kevin looked between her and the cloaked entity, scoffing, before releasing his absorption power.

"Fine." He made it a point to glare at both of them. "Try anything, and you will regret it."

"Oh, there won't be any need for that, I assure you." He suddenly spun on his heel, marching back to the willow tree he had seemingly materialized behind earlier.

Come to think of it, how could Gwen not sense his mana signature? She would've known the instant he showed his face in the area, and this person had taken them both by surprise. He had a pretty bad feeling about this.

"Across time and space, I am known by one name, and one name only: Eon." He flipped his hood down, revealing a purple mask, where two white glowing ellipses reminiscent of eyes flickering across its surface.

"I am what is known as a time-walker; I can travel through time, see other worlds where even the most insignificant of changes can have catastrophic effects. I have bore witness to the rise of early man- saw the destruction caused by Vesuvius- glanced upon the creation of the pyramids! ...Even watched as the first atomic bomb was dropped upon a civilian population…" His cordial manner of speech was further accentuated by his fluid gesturing.

"What does this have to do with Ben?"

"Why, it has everything to do with him, Gwendolyn."

Gwen's eyes flared pink, her anger clearly spiking. "If you knew of a way to save Ben, why didn't you come any sooner!?" She bristled as she felt her boyfriend's hand clasp her shoulder, but still made an attempt to cool herself down nonetheless.

"If I knew of a way to save your young Benjamin's life, I would've done so in a heartbeat." He even placed a gauntlet-clad hand over his chest for further emphasis, though it clearly wasn't genuine.

"I regret to inform you that in the grand scheme of things… his passing is ultimately inconsequential."

"How dare you-" Gwen started.

"- I haven't finished speaking yet." Eon's tone was icy, leaving no room for debate.

"Like I mentioned previously, I am a time-walker. Yes, I can travel through time, but I'm not restricted to one linear pathway, oh no. Time is a fickle thing, you see. One choice can change your entire world… maybe even the whole universe." He arched his arms above his head to help envision the scope.

"So you can imagine what ripple effects a ten year old boy finding the most powerful weapon in said universe might do. What possibilities may emerge from such a pivotal event in time?"

Kevin briskly shifted his hand into his pocket, feeling around for the familiar metal of his car keys.

"So this is about the Omnitrix." Gwen remarked, feeling somewhat victorious as Eon's laid back composure began to crack.

"In essence, yes. This is about the Azmuth's prized creation. However, I assure you, by handing the Omnitrix over to me, you will be sparing many lives in the process."

"In your dreams!" Suddenly Kevin went on the offensive, body encompassed in nickel as he smashed directly through the area that Eon had been. Kicking up dirt, he whipped around, bewildered as to how his foe had disappeared.

A gleaming purple flash to his right alerted him of the time-walker's return, as he instinctually swung at it, surprised as his fist phased through his mask.

"Huh?"

"You really are a damn fool, Kevin E. Levin." Eon whispered tauntingly in his ear, before unsheathing a laser-blade from his sleeve, then slicing straight through his still extended arm— effectively cutting it off just below the elbow.

"AHHH!" He cried out in indescribable pain, recoiling as the time-walker's boot met his ribcage, sending him tumbling across the cemetery grounds, crashing through several headstones until he came to stop.

"Kevin!" Gwen screamed in horror, letting loose several blasts of mana at Eon, who easily phased through and teleported to avoid them.

Not giving him any time to recuperate, Eon yanked Kevin up harshly by his shirt collar, his nickeled body having given out due to the damage he suffered to his now missing limb. Reflexively dodging a pink disc that whizzed by his mask, the time-walker extended the serrated edge of his violet saber just above the teen's larynx.

"Let him go NOW!" Gwen roared, having foregone all inconspicuousness in favor of going full-blown Anodite, her mana infused form creating an intimidating vestige.

Eon, however, was unfazed by her ferocity.

"I've entertained you two for long enough; now you give me what I want, or he dies." He sounded like he was at his wit's end now, experimentally pressing the side of the laser blade against Kevin's cheek, taking satisfaction in watching as the flesh sizzled under its heat.

"OK! I'll tell you what you need to know! Just please stop hurting him!" Gwen cried to the time-walker pleadingly.

"Switch back, and maybe I will consider letting him go."

The couple's eyes met, with the male shaking his head numbly.

"I'm so sorry Kev, this is all my fault." She powered down tearfully, now back to her usual human state.

"Interesting choice." Eon mused, shifting his cloak over so he could remove a gun-shaped device from its holster.

In a fraction of a second, a turquoise beam hit Gwen dead in the chest, instantaneously coating her in a rapidly hardening substance. She gasped at her inability to move, now trapped like a living statue, with only her head and partial amounts of her neck being exposed. Her glare intensified upon seeing Eon stroll up to her, having abandoned a fading Kevin to the wayside.

"Did you seriously think that I wouldn't be prepared to counter anything you two threw at me? Do you have any idea how many Kevin's I've slain just to get to this point?" He was face-to-face with her now.

"Whatever spell it is you're thinking of using, I would advise against it. That's liquified Taydenite- technology millions of years ahead of you or anything you will ever come into contact with. The chances of it being repelled back at you are astronomically high." He shrugged so nonchalantly, Gwen had to will herself to not snap at him, for fear of making their situation worse.

"Why are you doing this? What do you get out of it?" She tried, though Eon ignored her in favor of continuing his own line of explanation.

"My sensors picked up on Benjamin Tennyson, variant number E-957, departing from this timeline, and who was accompanying him? Professor Paradox. I tried to hunt them down, but- well- they are certainly resourceful, to say the least… as most Bens and Paradoxes are.

I lost track of them, when the energy signature leftover from the Omnitrix disappeared completely. The only way for that to happen is for it to be destroyed. I wouldn't have had an issue with that initially, and I would've been glad, with the knowledge that I wouldn't have to deal with this particular timeline. Except, I realized something! Do you wonder what that is, Gwendolyn?" Eon brushed a stray hair out of her eye.

"No activity on my sensors indicated that the E-957's Omnitrix was ever destroyed, and it certainly wasn't hand delivered to another Benjamin variant of our universe- otherwise I would've found them already. Which leaves only a single option left: variant E-957's Omnitrix is not in the possession of another Ben- or another you- or anyone from this universe!" He still appeared to be baffled by the concept.

"I never thought Paradox was crazy enough to try something like multiverse travel, but I suppose sometimes even I can be wrong." He shook his head, pacing back and forth.

"So, Gwendolyn," He spoke her name in a sickeningly sweet tone, "Where exactly did variant E-957 Benjamin and Paradox go?"

"How should I know!? Kevin and I had no idea Ben did any of what you're saying!" She exclaimed honestly, hoping Eon would see that she was being truthful.

Eon stared at her for a moment, contemplating the validity of her words, before sighing.

"Hmm, if you really knew, you definitely would've squealed by now." He mused, tapping a few random buttons on his gauntlet.

"This is a setback, for sure, but I think I may have an even better plan formulated already." He stated ambiguously, prowling towards Kevin's limp body.

"Stop! You said you wouldn't hurt him!"

"Don't worry! It'll only hurt a lot for a little bit!" Eon chuckled psychotically, brandishing a metallic syringe-type instrument. He crouched over the nearly blacked-out teen, before abruptly plunging the device into his neck.

Kevin's scream of anguish just about sent her past the point of no return, breath hitching when her boyfriend disappeared in a red blip.

"WHAT DID YOU DO!?"

"Relax Gwendolyn, I merely converted his Osmosian DNA into its purest form: energy." He held up the red beacon to demonstrate.

"How could you- you-"

"- He's fine. In bad shape- but he's fine. Osmosians are capable of being turned into pure energy then reassuming their physical forms once they're ready to- they are similar to Nosedeenians in that way." He hummed, stalking back towards the fuming lone Tennyson.

"New demand; take me to Paradox, or your precious boyfriend here will find himself joining your little cousin."