Summary: Ben and Natasha confront the consequences of their previous actions, an old friend comes knocking...


The Aftermath


Natasha laid in bed, her sleepless eyes to the ceiling in thought. Beside her lay Ben Tennyson, peacefully sleeping, the events that transpired between them having left him exhausted. He curled up to her unconsciously, an arm draped over her while his face was tucked between her neck and shoulder.

Part of her was restless; her spy counterpart to be more accurate. Wrought with worry, the inner voice had already began chastising her compromising situation. That she should get up and leave immediately. That she was violating over a million protocols just being there. Yet there she remained, in his bed, in his room, in the Tower.

They'd talked, shared some personal moments and they'd ended up in bed at the end of the night. The encounter had been...intense, to say the least.

Her mind was assaulted by a million thoughts, even more emotions coursing through her at that very moment. Fear, abject horror, general uncertainty, and calming bliss. She glanced at his form, he'd turned in his sleep with his back towards her. He'd filled out nicely from all the training he'd been doing in the Tower. The faint musk of sex and sweat hung in the air, temporarily bringing her back to the...previous events. She bit her lip, her stomach feeling warm and her head hazy with racy thoughts. His lips on hers, hands gliding down...

No, she shook her head, it was a one time thing. They'd both wake up, she'd tell him that, plain and simple. No need to complicate what was already a complicated situation between them.

.


Ben groggily opened his eyes, realizing that he was in his room in the Tower. His head swam slightly, the events of last night came rushing back. He'd been sulking by himself, before being joined by his concerned handler. They sort bonded while sharing a rather expensive bottle of vodka. She kissed him and...oh. Oh Crap, crap–crap...

He cupped his head in his hands in disbelief. He actually did it. He had sex...with Natasha. The realization alone was mind-blowing, the memories of their entanglement causing his cheeks to flush.

The bed carried a familiar scent of lavender. Her scent. It also smelled like female musk and sweat and sex and...she wasn't even in bed with him. Probably for the best, Ben had the worst type of morning breath, plus the vodka didn't help. He managed to sit up in bed, the covers loosely falling to his naked torso.

He jerked his head towards the door to his room as it opened, and in walked Natasha Romanov

"...hi"

Evidently, she'd woken up earlier and got herself sorted. Her red flowing hair spilled over her shoulders in rivulets, still damp from the shower. Her clothes had already been taken away from the crime scene, stacked near the dresser. On the other hand, his stuff was still strewn about the room. How they got there, was a different matter entirely.

"...hey", he responded lamely

She took a seat on the dresser, clad in a simple bathrobe that somehow ended a little above her knees. He couldn't help but find her posture incredibly alluring, which of course made sense given who she was. Natasha exuded a natural nubile aura no matter what she wore, whether it was casual clothing, a tight skinsuit or a simple dressing gown made out of towelling. She bit her lip nervously, her eyes sterile and unreadable

"Sooo", Ben drawled,"...last night really happened huh?

"It did"

The shapeshifter nodded

"Noice...I mean cool, cool...", He said as he fidgeted with his sheets, glancing downwards. One part of him wanted to just blend with the covers and disappear in mortification, another part of him wanted to know if they'd pick up where they left off last night.

Focus, Tennyson!, He chided himself

"So...what no-"

"It's a one time thing", she stated, simple and concise. Her tone carried no emotion, conveying the message as one would convey what time it was.

The Omnitrix wielder was stunned, "I'm sorry?

"This. What happened between us...", She gestured lightly, "it's a one time thing. A mistake that shouldn't have happened in the first place"

Another part of him tensed up in response, feeling spurned by the comment. He stifled that feeling immediately, "It sure as hell, didn't feel that way"

"What are you talking about?"

"What we did", Ben clarified, "it didn't feel like a mistake"

"How would you know, Ben? You were drunk!"

He folded his arms, "Yeah I was–but that doesn't mean that I don't know what it felt like...that came out wrong"

"People do stupid things when they're drunk, Ben"

"That's not what this is", he attempted to defend.

She sighed in exasperation. This was going to be a tougher sell than she thought. "Why are you making this harder than it needs to be? We were drunk, we had sex, that's it. No need to overcomplicate things"

"Just sex, huh? That's what you keep telling yourself?"

"What's that supposed to mean?"

"It's a spy thing, huh? No strings attached, like a James Bond movie or something"

It was her turn to cross her arms, her legs crossing as well."Ben, those movies are nothing like the actual spy world"

"My point still stands, Nat", he shook his head, "it's all just about being casual. No ties or commitment. Is that what this was to you? Just some random fling? Am I your boy-toy or something?"

"Ben..."

"Look, I get it. I don't exactly have the best track record with relationships either. But don't pretend you don't feel anything when you clearly do feel something. Between us"

She breathed another sigh, "You're young, you'll find someone else. Someone who's less complicated. Someone with less baggage, hopefully"

"Except I've also got baggage of my own, Nat. I may not remember much, but we did talk about that didn't we?"

"Let's be realistic here, Ben. I'm your handler, you're my asset. We can't be...involved in any way". In her world, relationships only caused one to be compromised. A compromised spy was emotional, mercurial , driven by irrational feelings rather than their sense of duty.

"Why? Is there some kinda actual law against it? Is it such a horrible thing, being with me?"

"I didn't...I didn't say that" Nat protested.

"Maybe I'm naive about all the spy stuff, but I don't think we can just call what happened between us a mistake. I know you don't really feel that way."

"Really?", She snapped, "you think you know so much about me? You're not the first person I've been with, Ben. And it never ended well. Ever"

Ben felt a sharp pang course through him, "...but we won't know about us till we try, Nat"

"Try what?", She stood vehemently, her voice raised, "why the hell are you pushing this, Ben?"

"Maybe because I don't believe in random hook-ups", Ben shrugged, his eyes steely with resolve, "maybe because I actually want this? Something real, between us?"

"Do you really want something real", she spat, "or you just want this because you can't go back to Julie?"

Ben froze, his mouth agape. He wanted to say something, anything–the words simply stuck to his throat.

"That's what I thought", she rose with an air of finality, snatching up her things before turning back to him. "I can't stay in the Tower anymore...not with what happened. This–its all just a mess. Don't try to find me". She trotted out the room, leaving Ben stunned, the shapeshifter unable to even muster anything to make her stay. The words persisted, suffocating him long with the silence she left behind.


It would be hours later before Ben mustered up the willpower to drag himself out of bed, stumbling through the halls aimlessly, hesitant to even look at the living room again. His head wash wrought with a turmoil of emotions he just couldn't deal with at the moment, and he'd rather deal with anything else at the moment.

He could hear voices as he drew closer to the hall. Seems the Penthouse had a visitor, an all too familiar one at that.

"...y'know, and thank you by the way...for listening", Ben could easily recognize Tony's rambling voice from anywhere. Considering the events last night, Ben wasn't keen on being around the billionaire. Stark would pounce on any semblance of drama, if at least a distraction from his own personal issues

Tony could be heard continuing, "Something about just getting it off my chest, putting it out there in the atmosphere instead of holding this in...I mean this is what gets people sick, y'know?"

On the other hand, Ben didn't have much else on his plate, and he too needed a distraction. Misery often attracted more misery, after all. He wandered into the living room, greeted by the sight of Tony reclining on the nearby couch, with Doctor Banner seated adjacent to him, his attempts at staying awake while leaning on his elbow failing miserably.

"Wow, I had no idea you were such a good listener", Tony's eyes were closed in what Ben assumed was some kind of deliberate meditation, either that or the billionaire was practicing some newly developed psychic superpowers. "To be able to share all my intimate thoughts, my experiences with someone who just cuts the weight of it in half...y'know, like a snake swallowing it's own tail everything comes full circle..."

"Uhh...am I interrupting something?", Ben announced his presence, drawing the attention of the billionaire as his eyes snapped open.

"Hey there, sleepyhead!", Tony craned his neck to address the teen, "was wondering when you'd get up and rejoin society, instead of being holed up in your room like a moody teenager. And yeah, actually you were interrupting a very special moment between myself and Doctor Banner here..."

THUD. As if on cue, Bruce's pen clattered to the floor as he dozed off.

"Not sure what kinda special moment were talking about here, Tony", Ben gestured to the Bruce as he jerked from his slumber, the befuddled scientist barely able to keep his eyes open.

"What the..", Tony sat up incredulously as he addressed his reluctant, unofficial therapist, "were you actively napping this whole time?"

"I...I was–I...I drifted...", Bruce stuttered awkwardly, massaging the back of his neck at he attempted poorly to cover his lack of attention.

"Where did I lose you?"

"Uhhhh...", The gamma scientist nervously scratched his beard, "elevator...in Switzerland?"

Tony frowned disapprovingly, "so you heard none of it...unbelievable. Can you believe this guy?"

"It's believable", Ben glanced at the scientist, noting his expression frozen in silent protest, his wrinkled face etched with a weariness only the billionaire genius could impart. Help me.

"Tony, I'm sorry but I'm not that kind of doctor", Bruce attempted to explain, "I've got like 7 PHDs, none of them are for therapy"

"Wow...way to leave me at my lowest bud. Y'know I as totally gonna ask you to be my best man..", Tony huffed

The billionaire turned his attention to the shapeshifter, "Well, you're up and available, so I might as well...",Kicking up his feet, the billionaire sat up before clambering to his feet.

On the side of his vision Ben could see Bruce making a stealthy escape. Real dick move, Banner.

"Woah...someone's got a bad case of morning breath", Tony chuckled, holding his nose for emphasis, "anyways, I just flew by and thought I'd check on my favorite lab rat...er I mean house-sitter!"

"Real charming, Tony "

"What, no hug for Uncle Stark?", Tony inquired, "you're not even gonna ask what crazy, life threatening adventures I've got this time?"

"Something tells me you're gonna just spill regardless"

"Hey, when you barely survive a terrorist blowing your house to smithereens, getting hunted by lunatics led by some superpowered asshole and nearly losing the love of your life to said asshole, its probably for the best you don't keep that stuff in. Oh and I also saved the President...y'know, just throwing it out there"

"Tony, I survived in the Null Void at 16, with my Omnitrix arm cut off", he raised the alien gadget in question, "it's pretty much Tuesday for us"

"I'm...not even gonna go into any of that"

The billionaire genius smirked, realizing just how much he missed the Shapeshifter's sass. Regardless of how bizarre the situation was, Ben always one-upped it's severity with even more bizarre experiences of his own. Needless to say, Tony was keen on catching up with the Young Avenger, settling into his new groove after being all but abandoned by Banner

"At least tell me you got me on TV getting a medal for saving the President", Tony asked, watching the teen roll his eyes

"You're just start bragging about it every time, Tony"

"Toldya, it's not bragging if it's true, E.T", the billionaire joked, settling down on the couch once again, "but it's good to see you're still running the penthouse...bit of a mess but hey, that's my life for you!". Ben couldn't help but find something endearing about Tony's self-depreciating humor. It was macabre and effortless, something Ben could relate to in a weird, twisted way.

"Yeah, well...it's been one helluva week", he young Avenger scratched the back of his head.

"Speaking of, I haven't seen Romanov around...", Tony asked, "got any idea where she is?"

"–no idea", Ben awkwardly looked away, cheeks flushing slightly. The last thing he needed was for Tony...

"Miss Romanov vacated the building approximately five hours ago", came the synthetic voice of the Virtual Butler Jarvis, "she was last seen exiting from Mister Tennyson's quarters"

Crap.

"Huh, why would she...", Ben could already see the cogs turning in Tony's head. The shapeshifter attempted to make a break for it just to avoid what he believed to be the worst case scenario.

"Unless...", The billionaire genius drawled.

Ding

His eyes lit up in realization, "Noo..."

Ben raised his hands in feigned innocence, "Look, Tony..."

"...you didn't! No way!!", The billionaire exclaimed.

"Let's not get too excited here.."

"You and Romanov–wow, just...wow", Tony faux-gasped, grinning conspiratorially "and here I thought you couldn't surprise me anymore!"

"It's not what it looks like okay?"

Tony answered with a knowing smirk, "Really? Cause that hickey on your neck begs to differ...", He waggled a finger at the shapeshifter.

"What the–",Ben jerked up like he'd been stung, frantically checking himself all over, "awww man, where??!!"

"Hah! Got you E.T! I was just mess–oh you do have a hickey!", Tony said, as Ben lifted his old black tee in his panic.

"...and some scratches– damn, what a stallion!", the older man chuckled as he gave Ben a friendly slap on the back.

"Ow–dammit!"

"Sorry, sorry...just got carried away", Tony relented, a satisfied grin on his face, "proud Uncle Stark moment right there"

Ben sighed, "Look, it's not as big of a deal as it sounds..."

"Really?!", The billionaire arched an eyebrow, "not a big deal huh? Even a playboy like yours truly couldn't land that...so how was it?"

"How was what?", Ben asked, tugging his shirt back on.

"C'mon , you know what I'm talking about..."

"Seriously, dude?"

"What? I'm curious on how you pulled it off!"

"Oh for Godsake...I don't know, okay? We were drunk! And some of it are a little blurry..."

"Huh...well explains what happened to my bar", Tony pointed at the Teen, "bee-tee-dubs, you owe me a rather pricey Russo-Baltique"

Ben snorted in response as the billionaire reclined back on the couch.

"Doesn't explain why she left though...", Tony resumed his investigation, "I mean from the looks of it you were both totally into it"

"I...we–look she said it was a mistake, alright", Ben sighed, "like I said, not a big deal"

Tony nodded, "Meaning you scared her off"

"Huh?",

"Whatever happened between you too, besides the obvious, was definitely a big deal"

"She didn't sound like it was", Ben pointed.

"Romanov's a big tangled ball of secrets, she's probably letting on less than she feels"

Ben ran a tired hand through his locks, "I just...I just thought there might've been more to it than physical stuff, y'know?"

The tech-genius shook his head, "Oh Benji, you have much to learn. Clearly you two lovebirds have to sort through all your issues and baggage first"

"No offense Uncle Stark, am I really taking relationship advice from a self-proclaimed billionaire playboy?"

"Correction", Tony stated, "former playboy, now happily engaged thank-you-very-much. And take it from a playboy: Feelings are a whole different ball game and you don't wanna mess with em"

"I don't get it"

"Hey, me neither pal", Tony shrugged, "like you said, self-proclaimed billionaire playboy. I've had way too many flings to count, no feelings involved. The second you get feelings, you get attached"

"Is that such a bad thing?"

"Maybe not for you, but for Romanov? In her line of work? Yeah...it can get really messy", The billionaire sat up before fixing the shapeshifter with semi-serious stare, "just take it slow, yeah? Give it time"

The young Avenger sighed in response. Everything felt so...wrong. Ever since the incident at Culver. His meeting with Julie, the mess with Dr Banner and now Natasha. It was all a mess. A mess he didn't know how to fix.


The next few days felt like an eternity. Despite Tony's off-brand counsel, it didn't take long for Ben to attempt reaching out to the superspy again, only for his calls to reach voicemail. Ben couldn't help but feel Natasha was avoiding him somehow.

"Hey, Nat? I know we're not talking, and it sucks. I really wanna talk", he sighed, "Look, I don't regret what happened between us, but if you're not comfortable with it, we could...can you call me back? I'm kinda just rambling at this point"

The call cut with a sharp click, leaving him in silence. Letting out a deflated sigh, Ben pocketed the device as he stood in front of her apartment. Against Tony's advice to be "less stalke-ry", this was his fifth visit to her place after the billionaire reluctantly gave her address. Of course, Natasha wasn't home, but Ben could see she'd been there at some time. No newspapers left on the curb, no overflowing mailbox.

He wrestled with he urge to simply fly in there, gazing forlornly at the locked door before turning to leave. Way to give it time Tennyson, he thought. Somehow the one thing he was good at doing was unconsciously pushing everyone away.

BEEP

His train of thought derailed by the Omnitrix's beeping, Ben frowned as he glanced at the device. There were only a handful of people who could call on the official Plumbers channels, and fewer were in active service at the time.

"Hello?"

"Hey, Doofus! You got a sec?", The familiar, gravelly voice of Kevin E. Levin filtered through the Omnitrix's comms.

Ben's eyes widened in realization before he sighed, "What do you want, Kevin?"

Kevin faux-gasped, "Hey, can't a man just have a conversation with his old buddy?"

"Knowing you? Not likely"

"Hey, that's harsh dude, but since I'm a good friend, I'll forgive you"

Ben wished Kevin could see him rolling his eyes.

"Speaking of, you haven't been in Bellwood in while. Whaddya say we meet up, y'know catch up on old times...actually I kinda need your help on this"

The shapeshifter heaved another sigh, "Don't tell me you need me to bail you out of the dog house again..."

"Again, harsh. But not this time. Though I might get in trouble with Gwen for this...", The Osmosian muttered the last part

"What?"

"Anyway let's meet up in Mr. Smoothies aight? I'll see you there!

"Hold up, Kev-!"

"See ya bud!"

The connection was cut short with a static buzz. Ben groaned, his other hand on his temple. Kevin calling him not could only spell one thing: Trouble. He'd had his weekly quota of that already.

Then again, he needed some kind of distraction from Natasha and the...incident. He took one last glance at the apartment before turning to the streets.

Yeah, a distraction is just what he needed.


HOURS LATER...

Rocco's Garage was a modest autoshop situated near-East of Bellwood, alongside the famous Friedkin University. Ben's car rolled smoothly into the parking lot before he stepped out of he vehicle, the acrid scent of motor oil and grease filling his senses as he made his way into the garage.

"Kevin?", Ben pocketed his hands as he wandered deeper, avoiding the oily gunk that seemed to cling to every surface. He kept his eyes peeled for the man in question, the sound of mechanical squeaks filling his ears as navigated the

"Benji, you made it!", Kevin slid out from under a massive tractor, a sly grin on his grime-covered face.

"Well, I didn't see you at Mr Smoothies...for over an hour", Ben shrugged. Of course, it was Kevin just being Kevin.

Kevin dusted his overalls as he shrugged, "Eh, figured you'd use the time to take in the old place, get the New York smell outta your system. You're welcome, by he way".

"Lucky...",Ben rolled his eyes, before shaking his head ruefully.

"Aren't you lucky I'm so nice?", The Osmosian smirked as he rose to full height.

Despite the passage of time, their bond hadn't been worse for wear. Kevin was still the snarky, high functioning sociopath Ben had come to call his best friend. His dark hair now fell to his shoulders, and he sported a small goatee, while his eyes were still framed in dark circles.

"Glad to see you haven't changed a bit, Kev"

"Well, you have", The Osmosian appraised the shapeshifter with a raised brow, "did you get taller? Leaner? No wait..bulkier? I dunno you look kinda...different"

"I think retirement's getting to ya, buddy"

"You have no idea", Kevin shook his head, "I mean, I love this place and I love working here but it can get...monotonous"

"Using Big words from Gwen...that's not a good sign, Kev", the duo exchanged smirks, clasping their arms together in friendly greeting before the raven haired youth leading Ben further into the garage.

"You mind telling me what you couldn't just say over the phone?"

"Couldn't talk over the phone, too many ears", Kevin gestured, ". Especially after he whole HQ situation back then. Anyways, I've been working on something..."

"What, you fixed Old Mister Crosshaw's lawnmower?"

"Anyone tell you how funny you are Tennyson?", The Osmosian deadpanned, before yanking off the tarpaulin covering his latest project, "it's a special project...kinda."

"You've been working with alien tech again?", Ben's eyes widened, "I thought you retired"

"Yeah well, retirement's overrated...plus it's just some freelance stuff–for the Plumbers"

"Y'know Gwen's gonna find out eventually, right?", Ben smirked, "assuming she doesn't already know"

"I know", Kevin sighed, "part of the reason you're here, throw of her scent. She can get a bit..."

"Nosey?", Ben offered. He couldn't blame the Ginger Mage, whenever Kevin hid something it ended up blowing in the team's face. Like the incident with the Tiffins or when the Osmosian nearly started a race war by smuggling

"It's a prototype, so I figured we take her for spin", Kevin yanked on the covering. The sheet unfurled, revealing a large pickup truck, the words Max's Plumbing emblazoned on the sides.

"Max's Plumbing? A little on the nose, dont'cha think?", Ben folded his arms in disbelief

"Hey I would've gone with an actual paint-job, but they wanted something 'discreet'", Kevin motioned airquotes as he got into the vehicle.

"Also, a truck's kinda lame, Kev",

"Patience, Tennyson", Kevin shook his head disapprovingly, "have I not taught you anything?"

"Not really...that was Gwen's job"

"Well here's the first Levin Lesson, dweeb", the Ex-con reminded as he revved up the vehicle, the engine roaring to life immediately, "nothing I make is ever lame".

CLICK. The engine sputtered lamely.

"Yup, totally exciting"

"Not another word, Tennyson", Kevin fiddled with the dashboard, fine tuning the calibrations before attempting yet again.

"Aha!!"

The metallic rumbling of gears coalesced with the mechanical rattles of multiple parts rearranging, the truck reconfiguring it's structure slowly. Ben watched the vehicle transform from an inconspicuous Truck to a fully functional Alien Ship in mere moments.

"What the–"

Kevin grinned, "so you're coming with or what? I'll give you the deets on the way"


The past few days had been a blur for Natasha, keeping herself busy with every passing moment. She'd been taking more missions on her own, completing them in record time before moving on to the next. A simpler routine, return to form for the agent. Keep yourself busy, free from distractions.

Distractions in the form of a brunette with an Alien watch strapped to his wrist. Their recent...entanglement had left a rather pervasive tension between the two. It was practical, she thought, if they simply buried the matter without the self imposed misery of attachments.

Of course, that was simply not possible anymore. Whatever happened between them had crossed the line of professionalism and complicated whatever was left. The whole situation was a massive clusterfuck of bad decisions and rushing emotions.

So why didn't she feel any regret?

Despite her biting remark before leaving the Tower, she knew he'd try to reach her again. She'd kept her distance, trying to keep him at arm's length. Distance only seemed to deepen the longing, eating away at the crumbling walls she was desperately trying to put back together.

We can't be involved, he's my asset and I'm his handler. He's young...he's naive...

Her comms flared to life, interrupting her thoughts. Another mission. Another distraction. Ironic, given that anything but the mission was supposed to be the distraction. Another reason why spies never fell in love...it created the worst type of complicated situations.

She sighed, opening up the channel. Ben was partially right, there was something between them. Something she was reluctant and ill-prepared to confront at the moment.

"Romanov, secure"

All she had to do was focus on what she was good at. Nothing else mattered, at least for now.

.


"Are we there yet?", Ben whined from the passenger seat

"Does it look like we're there yet?", Kevin retorted, "it's not like Intergalactic Arms dealers have a conspicuous hideout or something"

The duo had been patrolling the streets of Bellwood in Kevin's newfangled vehicle he'd dubbed the "Proto-Truk". According to the Osmosian, his sources had discovered a new batch of alien weaponry never seen before on earth, with rumors of the dealers operating in and around Bellwood

"Inconspicuous?"

"Means clearly visible, I think", Kevin furrowed his brow, "am I using it right? Gwen would know.."

"How's she doing by the way?"

"Why don't you ever ask her?", Kevin shrugged.

"...point taken". Ben sighed internally. Part of him missed his cousin and wanted to call, the other part of him just wanted to give her space. She'd wanted out of the hero business and his entire life was the hero business. Not to mention the messy drama between him and Nat had completely taken over

"So what's the real problem?"

"What makes you think there's a problem?"

"You've got that far off look in your eyes, the kind that make you wanna spill all your ladyfeelings and make me regret asking you anything", Kevin grunted, his eyes never leaving the road.

"That obvious, huh?", Ben sighed.

"Yup, so let's get this torture over with"

Ben bristled uncomfortably. How would he even begin? Hey Kev, I got hammered and slept with my handler whom I'm actually really, really into and now we're not talking and I feel like I screwed up big time ..

"Wow, nothing? Maybe this won't be so bad after all! ", Kevin piped up, drawing the Omnitrix Wielder's attention. The realization hit Ben that he hadn't actually said anything over the past minute.

"Well actually–"

"Nevermind we're here!", The Osmosian interrupted, the vehicle shuddering as he switched gears. The Proto-Truk slowed to a crawl as they approached Downtown, a rather obscure portion of Bellwood.

Ben surveyed the area, noting the unnatural silence that seemed to blanket the area. Last he remembered, the area was meant to be a new sector of high rise buildings, an extension of the suburbs into business areas but got shut down due to funding issues. For the most part however, it was mostly just another sleepy town in Bellwood. The Proto-Truk slowed to a crawl as the duo patrolled the area, noting the dearth of civilian activity across the LED-lit streets. Of course, that made any kind of activity seem suspicious in general.

"Hey isn't that your former partner, Kev?", Ben pointed at a dark haired teenager, an orange stripe in his fair falling to his face.

"Huh...that's new", Kevin pointed. The lone teenager in a dark hoodie glanced surreptitiously as he held his phone in his ear.

"It's a teenager with a phone, Gramps. Not exactly new in this era"

"That phone", the Osmosian clarified, "is not Earth-Grade. That's top of the line Black Market merch if I ever saw one". Of course, being the Alien tech expert Kevin was, Ben's suspicions were sufficiently piqued. What exactly was a low level dealer doing with this level of advanced tech?

Keeping the Proto-Truk hovering lower, the duo opted to stealthily follow the teen. Of course, that plan only lasted for so long as Corvo took to his heels to moment he saw the vehicle, his eyes widening in apprehension.

"He's making a run for it!"

Kevin shifted the Proto-Truk into full gear, the ship's turbines howling as they picked up speed. Bumping into a couple of civilians on his way, Corvo made a mad dash for the cluster of uncompleted buildings.

"We can't lose track of him!"

"Don't worry!", Kevin replied, "I got–"

PHWOOOMMM!!!!

The telltale whine of a repulsor beam sliced through the air as Corvo revealed a set of makeshift blasters underneath his sleeves. The beam nearly tore the wing of the Proto-Truk, save for Kevin's expert reflexes.

"Okay, that's definitely new!", Ben exclaimed. Finally, some action.

"He's heading for the tunnels!", Kevin announced, "we can't keep up there!" immediately swerving to avoid the erratic teen's shots as the chase wore on.

"Already on it", Ben activated the Omnitrix's dial, the hologram illuminating the vehicles interior.

"Not in the Ship!", The Osmosian offhandedly activated the shutters, allowing the Omnitrix Wielder. Ben leapt out of the car as his body was engulfed in a flash. He immediately shot into the air in his Pyronite form, using the flames from his hands.

Another series of repulsor shots flew past the shapeshifter as he resumed the chase, Corvo's attempts becoming more desperate by the passing second. In a manoeuvre that would impress Stark himself, the teenager used the repulsors to propel himself upwards, avoiding obstacles on the street level.

"Huh...not bad", Ben was mildly impressed, even he couldn't figure out how to use the repulsors without suffering a ton of embarrassing landings

THOOOM!!!!

Ben narrowly dodged another shot from Corvo's repulsors as the teen tried to create distance.

"Seriously?", Ben exclaimed, as the duo flew over yet another building. Using the environment to his advantage, Heatblast threw a volley of fireballs aimed at knocking the runaway off balance. The projectiles whizzed over the teen's head harmlessly, the heat searing over his equipment. Corvo groaned, nearly crashing into a light pole before using his repulsors to steady his decent.

Ben followed up with a multitude of scatter shots, bombarding the teen. Before Corvo could reach the tunnels, Ben sent another fireball below, passing under the airborne runaway. Unbeknownst to him, the fireball smashed into a fire hydrant, sending a plume of water directly upwards as he made his descent.

"Oh shi–"

SPLASH! Corvo lost his balance as he crashed through the jet of water before landing with a wet thud. Heatblast followed a moment later, his fiery descent causing the puddles to steam. Corvo peered through the thin wall of mist to see Ben marching towards him.

Scrambling to his feet, Corvo attempted a last ditch escape attempt but was met with resistance as the Proto-Truk zoomed into view, blocking his path.

"Took you long enough", Ben slapped the Omnitrix dial on his chest

"Couldn't risk getting shot at while flying a prototype", Kevin replied curtly

"Doesn't that thing come with shields or something?"

"What part of Prototype don't you get?", Kevin clambered out of the vehicle before yanking up Corvo by the scruff of his shirt.

"Hey–hey! What the hell's your deal!?", The teen protested.

"Cut the bullshit pipsqueak–start talking", Kevin growled, "who's supplying all that fancy tech?"

"You got the wrong guy pal", the teen grunted in Kevin's grip, "I wasn't doing nuthin'!"

"Except owning Black Market tech, shooting at a Plumber...and an Avenger", Ben inspected Corvo's repulsors, "huh, Stark Tech too...well most of it. Please tell me you work for some major bad guy so I can kick his butt"

"Heh, you guys wouldn't last a second against him"

"Alright squirt", Kevin resumes his interrogation, "I think it's time I had a chat with your boss"

"That's weird", Ben examined the teen's backpack, revealing a power core that powered the mini-repulsors on Corvo's wrists, "it's some kind of arc reactor..."

"I would touch that if I was you", Corvo sneered

FZZZT. The pack let out a deafening whine before sputtering out with a steamy hiss. A bolt of electricity leapt out of the power core, revealing a duo of all too familiar battery sized alien.

"Is that..."

"Megawhatts?" The impish aliens zapped through the air like frenzied fireflies illuminating the streets. Swarming like flies, their trailing movements illuminated the area with bright flashes of lightning

"I'm guessing they're using some kind of perpetual loop to keep the Megawhatts running so they don't break out", Kevin noted, "the little guys must still be dizzy"

Within seconds they descended on the streets, electrical discharges zigzagging thought the metal poles and wiring. Chaos unfurled shortly after, car alarms blaring and lights short circuiting from the flight of the Nosedeenians

"C'mon!", Ben urged, "we gotta contain those guys before they get lose on the city!!". A sharp THUNK could be heard as Kevin tossed Corvo into the trunk of the ship, before joining Ben in his chase

"Did you really have to punch him?", Ben asked as he dialed up the Omnitrix again.

Kevin shrugged nonchalantly, "Hey, at least he's not going anywhere"

BLAM! FLASSHHHH!!!!

"Blitzwolfer!!!", Ben roared, bursting into a sprint on all fours in his alien werewolf form. Within moments he was already hot on the heels of the fleeing Megawhatts, with Kevin not too far behind.

"Yeah sure, leave a man behind why dont'cha!", Kevin hollered at the shapeshifter before being unceremoniously plucked by the Loboan and placed on his back, his lush dark mane serving as Kevin's grip while hanging on for dear life.

"Wait hold oooonn!!!..."


PHOOOOOOMMM The duo blitzed through the streets in hurricane of fur and fury, heralded by Kevin's shrill cries of panic atop the Loboan. The Loboan's enhanced speed kept him on the trail, but the Megawhatts were elusive and deceptively smart. Everytime Ben got close, they'd disperse only to reappear seconds later.

"They're heading towards the Water port!", Kevin noted, nearly getting thrown off as Ben made a bank while on the trail.

"Weird...",Ben noted, "it's like they want us to follow them". The Nosedeenians reappeared shortly after, seemingly trying to gain he duo's attention as they entered an innocuous looking warehouse in the middle of the port.

"Great...this rabbit hole just keeps getting crazier as we go deeper..."

"Quoting Alice on Wonderland? Who are you and what did Gwen do with the real Kevin?"

"Lay off, dweeb"

Eyes peeled for the mischievous Megawhatts, the duo entered the warehouse, surrounded by a menagerie of strange equipment. The sights were somewhat familiar to Kevin, as a former Alien weapons dealer.

"Looks like no one's home", Ben took a cursory glance at the rows of machinery within the facility, the makeshift nature of the setup drawing comparisons to a jury-rigged factory. The shapeshifter had seen many a villain's hideouts, and this was perhaps the weirdest he'd encountered.

"Combine reactors...Retrograde Capacitors...Techadon weaponry–this is all sloppy work", Kevin mused, "seems like earth tech combined with some nasty Black Market stuff. Explains where Corvo got his gear..."

Minature heckling from the runaway Nosedeenians drew their attention to the large reactor in the center of the warehouse, the contents of which came as a shock to Ben and Kevin. Rows upon rows of glass cells containing individual Nosedeenians, all hooked up to what seemed to be a massive power source. The living batteries could be seen on the massive container, desperately trying to free their comrades.

"No way", Ben exhaled, "are the Megawhatts..."

"...being as a power source for the factory?", Kevin answered, "yeah seems like it. Wouldn't believe it if I didn't see it: the little nuisances actually needed our help"

A sharp clang echoed through the factory as gruff voice called out.

""Hey, look what we got here–a buncha little runaways!",From be rafters, a punk wearing a more advanced version of Corvo's repulsors dropped in, his armaments combined into an exoskeleton-type mechanical frame.

FFFZZZZT!!!! Like magnetized objects, the desperate Nosedeenians were zapped and reabsorbed by the punk. Their cries of resistance were drowned out the by the mechanical whine of the punk's exo-armor, now housing it's Nosedeenian victims.

"Uhhh Kevin?", Ben's eyes widened. Something told him this was a little too convenient to not be a trap

"You two–on the ground, now!". He aimed his repulsors at the duo, his armor glowing with the energy of the recaptured Nosedeenians.

"Well, you heard the man", Kevin nodded at Ben, who knowingly nodded back, feeling himself coil in anticipation.

In a flash, they sprung into action, Ben going for a low kick and Kevin following with a roundhouse. Taken off guard, the punk collapsed in a heap, landing painfully into the nearby metal containers.

"Scratch one punk", Kevin smirked. Their victory was short lived, however as the rest of the ambush was sprung. Within moments the duo were surrounded, their ambushers all garbed in the same exo-armor with different levels of cyberpunk aesthetic.

"Hey Kev?...I think we found your dealers"

"Yeah, good work Tennyson", Kevin retorted dryly.

GZZZTTT!!!!

The duo were instantly trapped inside an energy bubble created by one of the armored punks. Ben wasn't too concerned, already anticipating the next sequence of events.

"Well, well am i dreaming?", Heavy footsteps echoed in the factory as a burly man stepped into into the room, a massive grin on his skull-painted face "Or is that Ben Tennyson is floating on my doorstep...bro?"

Ben observed what he assumed was the mastermind behind the gang himself; they always had a habit of overdramatic introduction. Covered in purple tattoos all over his body with braces wrapped around his arms, legs and wrists, the leader swaggered into view, his orange pants laden with spiked knee pads.

"Yeah, yeah it's me, don't cream your pants", Ben folded his arms in reservation before whispering to Kevin, "Find us a way out of here..."

"The name's Fistrick", the leader introduced, his meaty arms raised in bravado."First off lemme just say: I'm a big fan". His voice was gravvely with a hard edge to it, giving him an effortless aura of intimidation.

Which would work, if Ben hadn't faced the likes of Vilgax or Aggregor, the worst the Galaxy had to offer.

"Ya don't say...doesn't explain the little light show ya got here", Ben folded his arms, nodding slightly towards the generator at the room's center.

"I should be thanking you for that, bro", Fistrick gestured at the machinery,"this is all thanks to you"

"What are you talking about?"

"All this sweet Alien tech doesn't fall from the sky...not until New York anyways. You know what they say bro–one man's tragedy is another man's business opportunity", the gang leader explained, "and with your little friends at SHIELD preoccupied, it's pretty much open season"

"The Invasion..", Ben deduced, "you've been looting alien tech...and using alien hostages to charge all of it"

"I'd like to think of it as Tactical Repurposing", Fistrick continued, "one alien makes it, another alien powers it. I mass produce it and charge it to the highest bidder"

The burly man shrugged dismissively, "it's just good business, bro"

"And a good way to get people hurt if this tech gets into the wrong hands", Ben noted, keeping an expectant eye on Kevin who just shrugged as he slowly fished around in his pocket.

"Hey boss, what are we supposed to do with 'em?", One of the goons asked.

"Well we could always use a bargaining chip with the Plumbers..."

"Wouldn't be too sure about that", Kevin smirked, "you still need hostages for that". Fishing out his keys, he flipped through the selection before locating the one he needed. Absorbing the material with his abilities, he punched through the field, the material's insulation completely breaking down the containment field.

WHAMM!!!

Ben wasted no time as he dropped, slapping the Omnitrix dial.


Making quick work of the ambushers, Ben and Kevin turned their attention back to the generator. Somehow it has survived the onslaught, indicating the presence of internal non-ferrous metals within it's makeup. Before they could act however, a loud rumbling shook the very foundations of the factory.

"Ohh you just made a big mistake bro", Ben heard Fistrick's distorted voice over the intercoms

"I've already made some mistakes", Ben stated, "shutting you down isn't one of them"

The factory's floors opened with a mechanical hiss, revealing a massive Hi-Tech battle armor with a skull logo emblazoned on the chassis.

"You never asked why we needed so many of these Nosedeenians", Fistrick gloated as energy channels coursed through the machine like veins, all connected to the multiple Nosedeenians held prisoner on the back of the machine. The rumbling abated as Fistrick's armor stood at full height, systems initialized with a robotic buzz

"Now let's see what these babies can really do", the suit's comms system blared, fully online.

"That's Hammer tech", noted Kevin, his dark eyes narrowing.

"Stark's not so competitor?", Ben queried.

"Yeah...scraps of what's left anyways, probably from the Stark Expo. Heavily modified with highly illegal and definitely experimental level 4 alien weapons"

"I think we can save the geek-out for another time", Ben interrupted with another EMP blast on the suit, only to come up puzzled as his attacks were nullified, Fistrick's insulated armor deflecting all interference.

FZZZZZTTTT!!!!!

"Oh crap", Ben's reflexes caught a barrage of lightning blasts heading their way, tossing him and Kevin into cover. The room erupted in a blast of dust and debris as Fistrick's lasers tore through the concrete, the resulting explosions rocking the facility to it's foundations.

Fistrick was ecstatic, "Now we're talking, bro!!!"

"How do we take it down?", Ben asked, receiving a raised brow from the Osmosian.

"Normally we'll have to take out the arc reactor, but as you can see...", Kevin ducked as another volley of blasts nearly ripped apart the wall beside him

"The Megawhatts are the arc reactor"

Ben sighed, dialing up the Omnitrix once again. This was a tricky one indeed. He couldn't afford to harm the Nosedeenians but Fistrick had to be taken down.

Guess it's never easy, huh?

BLAMMM!!!

A flash of light engulfed the shapeshifter as his form switched into a new one. This time, Ben was a bulbous alien, resembling a pufferfish with three spikes protruding from the top and bottom of his head, four-fingered hands, short and stubby legs, and a long tail.

"Huh?", Ben gargled, "haven't used this guy before...". Metallic stomps echoed as Fistrick drew nearer.

Kevin chimed in, "Ben, you better figure something out before..."

"Doesn't matter what you turn into", came Fistrick's voice from his suits speakers, "I'm still gonna squash you like a bug!!!"

WHAM!!! A mechanical fist met the Sphoeroid head on. Ben grunted as he was thrown back a little, tanking the next series of hits before being pressed against the wall.

WHUMP!! The next punch was caught by the shapeshifter. Fistrick swung with his right, only for Ben to catch that too. Heaving slightly, the two were locked in a double arm hold, neither able to get the clear advantage

Like a pufferfish, the Sphoeroid swole in size, reaching the same mass as the mech suit before unleashing a jet of slime that sent Fistrick flying

CRASHHHHH!!!!

"Okay that is both disgusting and cool", Kevin commented.

"Just help me with the Megawhatts, will you?", Spitter asked.

"That's it, enough of this shit!",Fistrick grunted in frustration as he tried to get up, the suit's system blaring in response. Ben and Kevin nodded, the duo making their way towards Fistrick. The gang leader stumbled as another Jet of slime blasted him backwards, the sheer force of the attack launching him clear into the walls.

"Tennyson! Hold em steady so I can get to the little guys!!"

"Easy for you to say!"

Mechanical creaks shook the frame of Fistrick's suit as the slime started to sleep into the chassis, compromising it's structural integrity. "Okay that's it", Fistrick sneered, "the gloves are coming off, bro!!!!"

FWOOOSHHH!!! Ben came in sliding on a trail of slime before launching himself at the gang leader, letting loose another spray. This time Fistrick was prepared, meeting the spray directly with his own electric blast.

FFFZTTTTTT!!!!!!

"Gahhhh!!!!!!", Unbeknownst to the Gang leader, Spitter's slime was extremely conductive. The attack was the equivalent of a lightning rod to lightning, as a jolt of lightning rocked the mech suit to it's core, nearly frying it's internal components. The exoskeleton shuddered as electrical discharges

Fistrick yelled in frustration, charging directly into the Sphoeroid, guns blazing. He swung for the fences, trying to land desperate shots on the shapeshifter. Ben's form lacked any form of agility, so he could only raise his stumpy arms to block

WHACK! WHAP! BLAM!!

Despite being pressured by the gang leader, Ben could tell Fistrick was getting desperate. He weathered the attacks before landing a shot of his own, sending the gang leader back a couple of steps. Before he could launch another slime blast however, Fistrick dove for a takedown, knocking them both backwards, landing in a pile at the port's thankfully abandoned docks.

FWOOOSHHH!!! Another Jet steam of slime sent Fistrick flying upwards before landing in a pile, the slime causing the suit to steam up.

The suit buckled as Fistrick attempted to recover, giving Kevin ample opportunity to climb on before poking around for a kill-switch to shut it down. The plan was straightforward: keep Fistrick down while Kevin performed an impromptu overhaul, sabotaging the suits systems from the inside without damaging it's core components.

Easier said than done...

"Alright, now where does that thing go...", Kevin absorbed the suit's material before digging around the chassis, unaware of the low humming as the arc reactor powered up once again. The Osmosian swiveled his head to late, getting a facefull of concentrated energy.

POOWWW!!!!


"Kevin!!", Ben yelled as the Osmosian was flung back several feet, landing awkwardly at the bast of the nearby shipping containers. The shapeshifter made a beeline for the container, attempting to resuscitate his friend, only to eat a massive blast of lighting for his efforts.

"You..had..enough..bro?!", Barely able to stand, Fistrick's suit towered over the shapeshifter before unloading a barrage of punches. Ben grunted in discomfort, Spitter was rapidly reaching his endurance limit. "Too bad for your friend, he got off easy", Fistrick raised another arm for a final blow, before Ben's bulbous form bloomed outwards further like a balloon. Propelling himself on his hind legs, Spitter roared as he slammed himself into Fistrick yet again.

"Too bad for you, you're not getting off easy at all", Ben growled as he dug his maw into the suit, tearing apart the front part of the suit before unloading another burst. Fistrick yelled, his suit unleashing a massive energy wave in retaliation. Ben managed to create distance once again, a blast of slime knocking them both away. They stared each other down before making another dash at each other, each going for the other's necks.

Unfortunately for Fistrick, the suit slipped on a puddle of slime before collapsing, sparks flying as it short-circuited. To Fistrick's surprise, his suit's propulsion units were unresponsive.

"What the hell...", Fistrick's machine sank to the concrete as the feedback short circuited his sytems, smoke pulls billowing out of the mechanised suit of armor. Almost immediately, the trapped Nosedeenians popped out of their containment, no longer bound by the suit's circuits. Like devils set loose from hell, they burst out from the suit in a mad frenzy.

"NO-NO-nonono!!!"

"Managed to snag your control override before you powered up", Kevin smirked as he made his way out of the wreckage, "so much for getting off easy, huh bro?"

"You...I'll kill you!!!", Fistrick's armor glowed warningly as he activated his last resort. The compartments burst open as a menagerie of rockets blasted forwards, aimed at the duo.

BOOOOMMM!!!!

The dust cleared, leaving a smoke engulfed crater in it's wake. Fistrick's mouth hung open as Ben and Kevin emerged from the explosion, unharmed.

"H-how??"

As if to answer his question, the freed Nosedeenians zapped into view, surrounding the gang leader. A chorus of menacing cackles echoed from the swarm of living batteries as they bore down on him.

"The little guys fried your explosives before they got to us", Kevin explained as the Nosedeenians grew nearer, their buzzing intensified.

Ben's smirk grew as his form returned to human, "And guess who's looking for some payback...bro?"

"NO-NO-nonono stay back!!!", The gang leader attempted to bail, only to be cornered by the electric swarm. They descended on him, a crackling storm of fury and lightning.

FZZZTTTTTTT!!!!!!!


Hours later, the Plumbers were cleaning up at the scene. Alien tech was being confiscated and others were led away. Fistrick had to be wheeled in a gurney, barely conscious from the combined retribution of a vengeful Nosedeenians swarm. Be could feel a wave of Deja-Vu

The little guys were surprisingly friendly towards the officials, helping to rescue more of their friends and clear out the scene. According to

"So...still bored with retirement?", Ben asked, the duo reclining on the Proto-Truk as they watched the Plumbers on the scene.

Kevin chuckled as he shook his head, "I think I've had enough excitement for one day. Gwen's probably gonna kill me when I get home anyways"

Ben sighed as he gazed into the distance. Home. Where was his home anyways? The Tower? Bellwood? Natasha? His heart was still torn, his thoughts murky with indecision.

"Girl Trouble?"

"What?", Ben perked up at the Osmosian's comment.

"You have that look in your eyes...I saw it only once, after you and Julie broke up. You looked like an abandoned puppy lost in the rain"

"I...it's complicated, Kev",

"It always is", Kevin shrugged, "never thought I'd say this, but let's hear out those ladyfeelings"

Ben looked warily at Kevin, the Osmosian fixing him with an expectant stare. After a pregnant pause, the shapeshifter decided to just get it over with.

"I slept with my handler"

A pause

Kevin's expression was flooded with bewilderment, "Woah, woah, woah, what? Way to drop a bomb like that, Tennyson!'

"Look, I know it's..."

"Wait, your handler? You mean the redhead?", Kevin continued, "Duuude!!! You actually managed to hit that? First of all, Respect...Second of all: how in the Null Void did you pull that off?"

"It's not important really..."

"C'mon Tennyson, you're just gonna drop a bomb like that and leave me out cold?"

Ben sighed wearily, "Look it just happened, okay? We were talking, we got drunk..."

"Damn, that's rough..."

"...and now she's saying that it was all a mistake, that we shouldn't be involved in any way"

"Well she's not completely wrong..."

"Say what–"

"You heard me, Ben", Kevin sat up from his reclined position, "it just happened, right? Neither of you planned for it. So it was a mistake"

Ben was stunned. Out of all the things he expected from the Osmosian, relationship advice included, he didn't expect this

"Wait so are you saying that there's nothing between me and Nat? That we should go back to the way things were?"

"I didn't say that", Kevin shook his head, "look, you clearly have feelings for the girl, dont'cha? Or we wouldn't be having this conversation"

Ben lowered his gaze. Confronting his true feelings was something he always dreaded, even after years of wearing them on his sleeve.

"I was just hoping...y'know?", The young Avenger muttered, "Hoping there'd be something more..."

Kevin sighed, "Ben, relationships are a lot of work. You can't just spring it up like that and expect everything to work itself out. Asking for a relationship because you like someone isn't gonna cut it. Gotta show you're serious, all in, ready to commit. That way you know how she feels about you"

A moment of shared silence passed between the two. As much as Ben didn't want to admit it, Kevin had a point.

"So what are you going to do now?", Kevin asked.

Ben finally looked up, his eyes unfocused, "Honestly? I don't know. I really do want to try this out, but my last relationship didn't exactly end up well"

"Well, you did your best. That's all what any of us can do. And I know Julie also did, maybe you too really just have different paths in life.

"Yeah..."

The raven-haired Osmosian clapped him on the back, "Well don't give up champ. If it's one thing I know, you always find a way. You're the best person I know...and if you tell Gwen I said that, I'll deny it!". The two shared a hearty chuckle.

"So stop being a wuss and go to her", Kevin admonished, "She's not going to wait forever you know.

"How do you know if she's waiting?", Ben raised eyebrow

"I don't. That's life for ya, Ben. I guess you just have to take the leap"

"Since when did you got so good at giving advice?", Ben joked as Kevin punched him slightly on the shoulder before smirking slightly. The duo finally rose from their seating spot as the night drew closer.

"Well you know what they say...the people who give the best advice are the ones who made the worst mistakes", Kevin gave a sad smile

"Yeah, well you paid for those mistakes, so no need to dwell on it anymore". Ben patted Kevin on the shoulder as the duo returned to the Proto-Truk.

"And you might wanna brace yourself, once you get home. Gwen also has a lot of missed calls on me", Ben reminded, strapping in as Kevin froze with his eyes widened

"Crap...hey, Ben?"

"Yeah?"

"Do you...do you remember the fight between us when you were eleven?"

The shapeshifter gave him a confused look, "Eleven? I don't think so...you were at Null Void at the time and we only met each again during the DNAliens stuff"

"Yeah, thought so...", Kevin muttered slowly.

"Why do you ask?", asked Ben.

"Nothing, it's i've been having some weird dreams lately...I'm in some kind of lab, next thing I know I'm ambushing you guys on the road with some others a year after I got trapped in the Null Void"

"Don't think I remember that happening...i mean I remember all of our fights..."

"Yeah, you and that stupid photographic memory of yours...", Kevin snickered as they both smiled at the memories. Another silence enveloped the atmosphere before he spoke up again.

"Go get your girl, man"

"Yeah...you're gonna be alright?"

"Yeah, probably just a stupid dream anyways", Kevin nodded perfunctorily as they arrived back in his Garage, Ben alighting to his own car

"Say hi to Gwen for me?", The young Avenger asked.

"Tell her yourself, doofus"

Ben chuckled half-heartedly, "Yeah whatever... take care, Kev"

"You too"

Kevin watched him leave, a somber expression clouding his features. He started the engine again, his mind racing with a million thoughts. His phone rang, predictably it was Gwen's picture on the screen.

The Osmosian sighed wistfully as he made his way home, unaware of the transmitter bug lodged underneath the dashboard of the Proto-Truk.

On the other side of the Transmitter, Maxwell Tennyson's brow furrowed in concentration.


As the Black Widow, Natasha's career as a top Agent of SHIELD meant a lot more than most people realized. While it was a badge of honor, it was also legacy. Her record was for the most part free of blemish, save for a certain encounter at Odessa.

Today's was an exception, however. After week of nonstop assignments she'd willingly undertaken, her nerves fried beyond belief, Natasha taken a relatively simple job. Infiltrate, retrieve and return. What was supposed to be another routine mission turned out to be a clusterfuck of beyond moderate proportions.

The redhead sighed as she reclined in her chair, staring at the four walls of her apartment. The mission wasn't a complete loss, she'd gotten out with the asset, it wasn't exactly a dinner and a waltz. Natasha had sustained multiple injuries on her way out, nothing life threatening but enough slow her down.

A sharp intake of breath broke the silence as she applied antiseptic to a particularly nasty wound, one of many. Her surroundings were littered with discarded cotton wipes and bandages as she attempted to patch herself up. The agent sighed, feeling the tense knot in her gut as she shakily wrapped another cloth bandage round her midsection.

She felt numb, almost like she'd been going through the motions as of late. Of course she knew the reason why, clawing at the back of her mind. How would the mission have turned out if he was there?

A rapt knock on her door brought her out of her thoughts, followed by an all-too familiar voice.

"Nat? You in there?", Ben asked. She'd lost count of the many times the shapeshifter had frequented her apartment only to be rebuffed by the silence that met him. The times she was around, she simply maintained the silence, hoping he'd take the hint and leave.

This time however, the shapeshifter persisted. "Your lights are on...so you're definitely in there. Can we just talk?"

The redhead pursed her lips in trepidation. Ben was simultaneously the last and the only person she wanted to see right now.

"Nat...look I'm sorry, okay? About what happened..."

She felt a stab of guilt, sighing as she moved from her seat. Blindly reaching out, she accidentally knocked off a bottle of meds on her table, contents clattering noisily on the ground

"Nat?"

Shit.

She heard the telltale sound of his transformation, a blast of verdant light temporarily illuminating her windows. Moments later, the spectral form of Big Chill glided into her room.

"Hey, I heard a noise, are you–woah, you're hurt!", Ben exclaimed, transforming back to human, his expression wrought with worry.

"You're not supposed to be in here", she winced slightly, sweeping relief washing over her as she saw him for the first time in a while. His concerned eyes flitted curiously across the room.

"What happened?", He pressed on, disregarding the quip.

She shifted slightly on her seat, wishing her mind and body would quit reminding her of how much she missed him. "Oh y'know, just the usual mission

Ben was nonplussed, his lips set in a thin line, "let me help"

"I'll be fine, Ben", she waved him off dismissively

"Nat, for once just stop being stubborn and let me help you"

She glared at him for a few moments before relenting, allowing the shapeshifter to handle the rest of her treatment. How did she let him get so close?

The minutes that passed were filled with tense silence and unspoken words as Ben tended to her, heart racing as his meticulous hands glided over her skin. Definitely not the time for this, Romanov

"So...tough mission?", Ben asked

"More or less", she answered, craning her neck as he worked on her stitches, "where'd you learn this stuff?"

"Plumbers Academy", Ben shrugged, "spent a week there to complete basic training, apparently being a world famous superhero means squat if you don't have the paperwork"

She chuckled softly, watching him put the finishing touches on the second set of bandages.

"So...", Ben started,

"So?"

"We really need to talk", Ben stated plainly, dropping his hands to his lap, gripping his knee tensely.

"Sounds like every bad breakup ever", Nat attempted to lighten up the atmosphere, already dreading what she knew would come next.

"What happened...between us–"

"It was a mistake", she told him before she could lose her nerve. Natasha wasn't about to start this whole song and dance all over again. For a moment she saw him recoil as if hurt, her clipped tone leaving no room for questioning or argument.

"Yeah, maybe", Ben continued regardless, "but some of the best things in world started off as mistakes"

"Seriously?", She snorted, "like what?"

"Chocolate chip cookies", Ben pointed

She paused, "wait, Really?"

Seeing little resistance, Ben grinned as he continued, "yeah, apparently Ruth Graves was trying to bake chocolate cookies but ran out of baker's chocolate. So she chopped up a Nestle chocolate bar into the mix thinking it was gonna melt. It didn't. But she served it anyways, and Boom! Instant hit. Even landed her a deal with Nestle"

"Huh...", She was momentarily taken aback, "I guess, but that doesn't compare with what happened between us"

"Maybe", Ben shrugged, "yeah, we were kinda drunk, and you kissed me..."

"...Ben, just stop"

"Not until I've gotten this off my chest", Ben placated, "I know I don't have the best record when it comes to relationships, but I'm being serious when I say I want us to work, Nat. Not just because I like you Nat...and I do like you, a lot"

"But we can't ", she pointed out, "I'm your handler Ben, my job is to protect you"

"You don't really believe that, Nat", he fixed her with a piercing stare, daring her to look away.

"Doesn't matter what I believe, Ben", she insisted, "you don't know me...the things I've done. You wouldn't want that" You wouldn't want to see how broken I am

"Look we both have baggage and we both have a lot of things to work on...I know it won't be perfect, but I'm gonna try Nat. Cuz I think–I feel you're worth it...we're worth it"

She bit her lip, her eyes downcast as she remained silent. Ben shifted uncomfortably, his thoughts glacial as the moment felt stretched to eternity.

"Y'know", Ben continued, "all this time I realized I've been kinda selfish"

"How?"

"I always focused on how I feel about you, I never asked you how you feel about me", Ben elaborated, his verdant eyes softened as he asked.

"How do you feel about me, Natasha?"

She exhaled silently, the question stopping her in her tracks. How was she supposed to answer that? She could lie to him but simply couldn't bring herself to do so, not anymore.

"Is this something you really need to hear?", She whispered, her discomfort noticeable as she hazed back into his emerald orbs

"I just need to hear it...just this once," he replied, pressing further.

A year ago, she'd scoff at the question. Months ago she'd simply dismiss it out cold. Weeks ago she'd find a way to weasel out of it. But ever since that night, she couldn't deny that question had swirled in her mind, never letting her find her feet as she contemplated putting it into words.

Maybe she could go slow, take it easy.

"Well, I don't dislike you", she offered with a slight

Ben bristled at the response, "that's a coward's way of saying you like someone, Nat"

She fixed him with deadpan glare, perplexed "What do you want from me, Ben?"

"The truth", He stepped forward, not in her face but still close, "if everything we did meant even a little to you. If you at least feel a fraction of what I feel. If I'm not just some moron asset who fell for his handler."

He smiled sadly as she momentarily averted her gaze, "look, if you don't want me here then I'll leave. All you have to do is say that you don't want me here."

Natasha bit her lip in silence for a second but spoke up again,"But what about Julie?"

Ben felt his insides twist, "What about her?"

"I meant what I said before Ben", she met his gaze, her jaw set, "How do I know that you just don't want this...us, because you can't go back with her? I mean you couldn't even answer me the other day"

It was Ben's turn to falter, "It's...complicated. Yeah, I know that sounds cliche. But I meant what I said when I told you that you mean a lot more than just a handler to me"

He sighed, a warm gust escaping his lips, "Julie was a...different and big part of my life, a part that I wasn't ready to let go at the time"

Ben slowly reached out softly, taking her hands in his, "But I am now. You're not a replacement, Nat. You never were. And I never wanted to be with you because I can't be with her. I want to be with you because you're...you. The one who can understand and accept me for who I am and the things that I do...faults and all"

The shapeshifter gazed at her warmly, laden with expectation. "But...what am I to you, Nat? How do you really feel?"

She could hear the tension in his voice. Was he bracing for disappointment? "I...it's not that simple, Ben"

The shapeshifter managed a shaky grin, "It never is"

Ben softly placed a hand on her shoulder, keeping away from her injuries, "I'm not gonna force you to say some anything or do something that you don't want. I just want you to be honest."

She sighed in exhaustion, feeling her inner defenses crumbling away, "Yes, okay? I have...feelings for you"

His eyes lit up in elation as he grinned,"That's a start at least. What type of feelings though? Like the I wanna kiss you feeling?"

Nat gave him her trademark deadpan glare, "Don't push it, Tennyson"

Ben chuckled nervously, "Right, sorry"

She grunted slightly as she slowly staggered to her feet, making her way to the window.

"The thing about spies is, we don't fall in love. Or at least we're not supposed to. Everything we do is supposed to serve a purpose other than ourselves...every part of us is twisted, moulded– made to fit that purpose."

He gave her a sad look, "That's no way to live, Nat"

She folds her arms, looking away into the open window, "Well it's been my life for as long as I remember"

A moment passed before the shapeshifter made his way to the redhead, enveloping her in tender hug, letting her bury her head into his chest

She murmured in contentment before whispering softly, "If we're doing this, we can't let anyone know. Fury's gonna use anything to get a hold of you, even me"

"Anything else?"

"We keep it subtle. Off the radar. On missions, you're my asset and I'm your handler. Emotions on the field never end well, especially for a spy"

He sighed in response, the all too familiar caveat of a spy's life. The arrangement sounded almost bizarro in a way, like a spy's version of a relationship.

"So how does that work? We'd be together, but not together?"

"Something like that.." she admitted tentatively, "this..this is all new for me, Ben. Letting people get close doesn't come so easily"

"I know", he soothed, "I understand you're doing your best, and I'm proud of you. I just wanna know where we stand"

"What do you mean?"

"Like what are we now? Coworkers? Lovers? Friends with benefits–ooof!" He felt her lightly nudge him with her elbow, another deadpan glare on her face.

"Sorry", he relented, "I just wanted to know what boundaries are...like for physical stuff"

She smirked, her tender hand snaking up his face before pulling him down into a kiss. It started much like their first, torrid and tempestuous, but as the kiss lingered it became more sedate, tender. While Natasha was an adept with words, able to convince anyone of anything, she preferred to let her actions speak for her: pouring everything she had – desire, hope, longing – into that kiss, wishing for both their sakes that Ben would get the message.

"Wow", he murmured after they both parted for air.

"Yeah", she breathed, smiling while resting her forehead on his. Moments passed as they held each other, the atmosphere was still hazy from the kiss

"I guess that's my answer", Ben grinned brightly before he became serious, "Nat, I know I don't exactly have the best track record in relationships or...spy stuff. Part of me is just so afraid that if we get together, I'll somehow to screw it up, or I'll just do something to make myself think I've screwed it all up, and one day I'll wake up and you'll just be gone"

The Agent felt pang as she peered into his eyes, noting the trepidation that lurked beneath the verdant green. It was her turn to reassure him, cradling his face softly "I'm here now, Ben. With you. That's all that matters"

"Nat, be honest", he asked, "will it be enough?"

"I don't know, Ben", she resigned to uncertainty, preferring to be as honest as she could, "this life, this job...there's no promises Ben. Best we can do is see where this goes"

Her voice grew with conviction, "But I promise I'll try if you trust me". The two fell into another comfortable silence, basking in the warmth of each other's company.

"One more thing", Ben continued, drawing the redhead's attention, "Don't close up on me"

"What?"

"Don't close up. I really like that we're able to be this open with each other. I missed you, these past few days when we weren't talking were rough". Natasha nodded, the rough patch was hard on them both.

"I also know there's a lot about you and you past that you can't tell me. I promise I won't pry too much, as long as you don't close up or push me away. The only reason I ask about your past is because I want to get to know you, the real you, as best as I can"

She looked up at him, beaming brightly as she felt her heart melt. No words were necessary as she kissed him again, while it was less intense than the first one, it was still far from quick or chaste.

The tension that seemingly hung around them fully evaporated, the duo resigned in the atmosphere that remained.

"Wanna stay the night?"

"Really?", Ben lit up enthusiastically, "I mean you're still patched up and..."

"Get your mind out of the gutter, Tennyson", she half-glared at him with a coy smile on her lips.

"Fine...just cuddling", the Omnitrix Wielder acquiesced, "does that mean I'm out of the doghouse?"

She erupted in a fit of chuckles, nearly distending her bandages, "Not unless you do something stupid again, you're not"

"Does that include going on missions without you?"

"...what?"

"Nothing", Ben drawled, "hey isn't it late already? We should probably go to bed...heh"

She rolled her eyes, "Really smooth, hero"

"Hey do I get to be the big spoon if we cuddle?"

"Slow down tiger", she laughed playfully, before the duo retired for the night, together. Snuggled up to each other, Ben held her close like she could evaporate within the next second.

Natasha knew the road forward was uncertain and perilous, and they had a long way to go. But the most important thing was that they both walked that road together. She'd a lot of baggage, a lot of red in her ledger. Sooner or later, she'd need to uncover them, bare them out for him to see. Part of her feared how he'd respond, what he would see. Perhaps the monster she'd always feared she was? Or perhaps, something else?

Tomorrow would bring it's own challenges, but it would also be a new day for them both.


END


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A/N: Whew!!!!

If you're wondering why I took so long please note that this chapter took WAYYY more time than I ever imagined. I'm actually surprised I made it this far.

I decided to change up my approach for the next chapter, start simple. But what do you guys think?

Special Thanks to the prominent members of my Discord, you guys are awesome. Shout-out to Ben 10 Supreme, Omnicastor, Mana Rider, Skull Teh Wolf, makohunter and of course Guest With Ideas.

I think it'll be one more chapter, then hopefully we move on to the Winter Soldier saga. Rest assured, it's gonna be a doozy.

Till next time.

EXCELSIOR!!