A/N: At a certain point in this chapter, there will be a sort of weird thing that happens to Gwen and Emily for a reason as well as a hint of what the latter actually is, which will be a surprise. Enjoy. :)

Ben 10: Secret of the Omnitrix

Chapter 10: Mistakes from the Past

Four Arms was still smashing his fists against the door, desperate to save Julie.

"Ben. She's gone.", Tetrax spoke sadly.

"No! I've got to save her!", Four Arms shouted in refusal before Gorvan stopped him.

"There were too many, Ben. The Florauna weren't gonna stop until they had one of us.", Gorvan stated.

"She sacrificed herself to save me.", Four Arms realized sadly.

Suddenly, Four Arms' badge suddenly lit up a green light.

"Don't worry, Ben. We'll go rescue Julie on our end.", Emily assured.

"Really?", Four Arms puzzled in surprise.

"Yeah. Once we save her, we'll catch up with you. You just focus on finding Azmuth with Tetrax and the others.", Gwen responded.

"But I can't ask you guys to do it for me.", Four Arms responded.

"You don't have to. That's the beauty of it, genius. We'll see you when we get her back, Ben. I promise.", Emily spoke before hanging up.

"Oh, man. Talk about unselfish.", Four Arms sighed in disbelief just before his Omnitrix began beeping and flashing a red light before it overtook him and dimmed down, showing Ben back to human form before he knelt down.

"It should've been me.", Ben sighed.

"Don't worry. I honestly didn't think it possible until Gwen and Emily proved otherwise, but they'll get Julie back. Somehow. In the meantime, we still need to find the creator. Myaxx, if Azmuth did survive an attack like that, where would he go?", Tetrax asked as he turned to Myaxx, who squinted her eyes.

Then, the pathway opened to show a circular hallway riddled with vegetation.

"Someone should get this hallway cleaned up.", Gorvan commented before he, Tetrax, and Myaxx went ahead as Ben only stayed behind for a while and looked at the hole from which the Florauna that captured Julie slunk back in.

"I'm sorry, Julie.", Ben apologized fondly before he then turned back around and flew off to catch up with Tetrax, Myaxx, and Gorvan.

Meanwhile, at the underground tunnel, Gwen and Emily were searching for Julie as they walked across the tunnel.

"Julie can't be far behind, can she?", Gwen asked.

"Not sure. But still, there has to be some way to catch up to her. But how?", Emily puzzled before she suddenly found herself growing bigger and fatter again.

"What? Again?!", Emily puzzled.

"Good question.", Gwen responded before she found herself growing bigger and fatter as well.

"Aah! It's happening to me, too!", Gwen exclaimed before they groaned in surprise, shock, and wonder (mostly for Emily).

When the transformations were done, Emily opened her eyes to notice herself in the same form as last time, but without the badge on her belly this time.

"Whoa. I'm a huge blob again? But how? I didn't even touch the Omni-Enhancer that time, well, except for talking to Ben.", Emily responded.

"Yeah. But what about me? I've turned into a huge blob, too!", Gwen responded.

"Yeah. I don't know how that happened, actually. Either way, you don't look bad like this at all.", Emily assured.

"Really? You think so?", Gwen asked with a slight blush.

"Nope. I know so. Honestly, I didn't think I'd see you like this again. Well, not since we fought Malware the last time.", Emily responded.

"So, what are you saying? That it's...actually good to be huge like this?", Gwen asked.

"Well, it can be. If you want, that is.", Emily assured as she put her hand on Gwen's shoulder just as Gwen gave her body at a current blobby state another look.

"Hey, you're right. I really do look good like this.", Gwen grinned.

"Don't you? Now let's go find Julie.", Emily spoke as she turned around and slithered forward with Gwen doing the same before both noticed how fast they were going.

"Hey. We're actually going a lot faster now.", Gwen spoke in surprise.

"Wow. We are? That's great. At this rate, we'll find Julie and save her in no time.", Emily grinned.

Sure enough, Emily spotted the Florauna that got away with Julie as if on cue.

"Well, what do you know?", Emily spoke with a smirk.

"If we can slip inside that Florauna, we can get Julie out.", Gwen stated.

"Just what I was thinking.", Emily smirked before she and Gwen stretched toward the Florauna, puzzling it as it gave a puzzled growl before Gwen and Emily slipped into through the cracks of the flytrap and inside it, puzzling Julie.

"Gluto? Is it really you...?", Julie puzzled before Gwen and Emily not only formed around Julie, trapping her inside them as when they formed, Gwen and Emily fused into one as they grew 4 times bigger than Gluto while also having a blend of silver and orange hair as the left half was orange as the right was silver and Gwen's eyes emerged just above Emily's along with four arms with two on each side, but also grew and expanded with groans of wonder as Gwen and Emily's voices mixed together up to a point where the Florauna's mouth was forced open before the fused blob then bounced off away from the Florauna and got to a safe place.

"Wow. We actually...fused? This is incredible...!", the fused being spoke in both Gwen and Emily's voices.

"I wonder what I can do like this now. Oh. But first, I'm going to need a new name. Seeing as I was born from Gwen and Emily..., I guess that would make me...Gwemily? Eh, bit of a weird name, but I'll take it.", Gwemily added before hearing Julie's muffled noises.

"Oh, yeah. I almost forgot.", Gwemily spoke before then spitting Julie out, splitting your back into Gwen and Emily in the process.

"Whew! That was close.", the latter sighed in relief.

"Yeah. Are you two okay, Gwen?", Julie asked.

"Honestly, Julie, a little weirded out by what's happening to us, but other than that? Never better. Besides, I think I'm starting to get why Ben likes Sumo Slammers so much. Heck, I practically already am one, just like when we were trapped in some sumo slammer video game but better.", Gwen responded with a grin.

"Well, that makes two of us.", Emily responded.

"Yeah. And I never thought I'd say this, but I think I can get used to this.", Gwen admitted.

"Yeah. Same here. I just wish we weren't stuck like this that way, though.", Emily commented before suddenly, a black-starry-Sky-colored ripple erupted from Emily before reaching Gwen, causing both of them to morph back to normal with said ripple also bringing Gluto back affecting the small part on Julie's shirt, which jumped off, puzzling her, before reforming back to his full glory as Julie gasped in amazement.

"Whoa. What just happened?", Emily puzzled.

"I think we just got changed back to normal.", Gwen replied.

"It looks like we got a certain someone back, too.", Julie added, gesturing to Gluto with a point from her finger.

"Gluto! You're alive! How is he alive? I thought he was a goner.", Gwen puzzled.

"Yeah. Me, too.", Emily agreed.

"That's what I thought, too. But it turns out that his species is able to regenerate from even the smallest of parts, like what apparently went inside both of you undetected after he got blasted by Malware and incubating inside of you must've accelerated his regeneration. He even landed on my shirt after he went splat.", Julie explained.

"Yeah, I have mixed feelings about this. Still, I'm glad you're all right, Gluto.", Gwen spoke while turning to Gluto, who warbled in joy.

"Okay. Ben, Tetrax, Gorvan, and Myaxx can't be far behind. Come on.", Emily urged.

Meanwhile, Ben sadly caught up to Tetrax, Gorvan, and Myaxx.

"You all right there, Ben?", Gorvan asked.

"Just...wondering how I'm gonna tell Grandpa and Dave about... I didn't even get to tell Julie I love her.", Ben sighed sadly in response.

"I'm sorry. I know what you're going through.", Tetrax apologized.

"I was young. I didn't care about anybody but myself. Except for Gorvan, of course. He's my partner. So, it made sense that we wound up mercenaries, soldiers for hire. We were loyal to whoever paid us the most, no matter how evil they were. It was only a matter of time before I would work for the worst of the worst: Vilgax. While Gorvan backed out of the deal, I stole the last piece of the puzzle to invade my homeworld.", Tetrax continued as it showed a flashback of Tetrax riding on his board, causing mayhem, and even firing his blaster at the guards with Gorvan helping him before then showing a sort of spaceship with Tetrax stepping forward to Vilgax in a sort of control room with purple lighting and kneeling as he presented a red crystal which was glowing all the colors of a rainbow all around before Vilgax picked up the crystal and gave a smirk.

"Turns out, Gorvan made the right call, because when my people didn't now at his feet, he destroyed the entire planet to make an example out of it.", Tetrax added as it then showed Vilgax's ship charging a big blast with the electricity from the front of the ship before it fired straight toward Petropia as a big white beam before Petropia suddenly started exploding into pieces and shattering, even sending a big white shockwave which passed by the spaceship as Tetrax watched the explosion outside, riddled with shock as Vilgax smirked.

"Vilgax did the dirty work, but he couldn't have done it without my help.", Tetrax added as it then showed him all alone in the night sky before then flashing back to the present.

"So, when I heard from Gorvan that he was after the Omnitrix, not only did we vow to right the wrongs we made as best friends to the end, but we also vowed to never let another powerful weapon fall into his claws again.", Tetrax finished.

"This is all my fault. I saw that the watch was acting all weird at the reactor, but I used it anyway. I must've somehow set off the self-destruct. Julie could be dead because of me! Now, everyone else will be, too.", Ben spoke sadly in realization.

"We both have made costly mistakes. But if we don't find Azmuth and stop the self-destruct, then Julie and Gluto and all the others will have lost their lives for nothing. And we're not going to let that happen, right?", Tetrax asked before Ben shook his head in determination just before Myaxx suddenly stopped.

"Look out!", Myaxx shouted before Ben, Tetrax, and Gorvan looked back to her before all three passed the apparent red line by the legs.

When they did, Gorvan noticed a fire wall emerging in front of them and stopped as well.

"Take cover!", Gorvan shouted before Ben and Tetrax noticed it and braced themselves with Tetrax shielding Ben as it didn't affect his diamond-like body and flipping forward before landing on the ground and then standing up straight while holding Ben.

After that, lights turned on from both sides with the camera then focusing Tetrax and Ben before noticing the Omnitrix in Ben's watch.

"The Omnitrix!", the voice spoke before the camera then showed a hologram of a sort of big man with a staff and green platings on the shoulders and face.

"What are you doing with my Omnitrix?", the being asked.

"'My' Omnitrix? You? You're the creator? I thought you looked...smaller.", Ben puzzled.

"Now, I can't tell if you were meaning to insult me.", Azmuth responded just as Myaxx caught up and landed on the ground.

"And I never thought I'd see your face again, Myaxx.", Azmuth stated.

"Nice to see you again, too, boss.", Myaxx responded.

"I'm Ben Tennyson. I wound up with the Omnitrix. Now, it's in self-destruct countdown and...", Ben continued.

"I know. I invented it.", Azmuth interrupted.

"Oh, yeah. So, anyway, if you could just turn it off...", Ben responded as he walked past the hologram, causing it to disappear before the doors quickly locked.

"Maybe Ben didn't make it clear why we're here.", Tetrax spoke.

"I understand all too well. You misused my creation and now the whole universe will be destroyed and the Omni-Enhancer along with it.", Azmuth retorted.

"Look, I don't know why you don't want to help us, but Julie might've sacrificed her life to stop this!", Ben responded.

"I'm sorry for what could've been your loss. Truly, but I'm afraid I can't let you in just yet.", Azmuth only responded before Ben only activated his Omnitrix and then turned the dial to Cannonbolt.

"You will now!", Ben growled before then pressing the dial down and turning into Cannonbolt as the green light overwhelmed him and dimmed down, although Gwen, Emily, and Julie noticed.

"Over there! That must be where Ben is!", Julie guessed before she and the two girls ran forward quickly.

Meanwhile, Cannonbolt pressed his arms on the ground.

"Let's roll!", Cannonbolt spoke before he then started rolling toward the door in order to break it down only to get knocked back one just as Gwen, Emily, and Julie caught up only from behind where they couldn't be seen.

"That look like it really hurt.", Myaxx commented before Cannonbolt tried again only to get knocked back again like before, but this time, he landed on the ground firmly by the feet.

"I've come too far! Julie was the love of my life and I'm not about to let her sacrifice be for nothing!", Cannonbolt shouted, surprising Julie as she gave a slight gasp and a touched grin before Cannonbolt rolled toward the door again, breaking it apart this time.

"Remind me not to get that kid mad.", Myaxx suggested before the smoke cleared to show the same man from the hologram but from behind.

"You are going to turn this thing off!", Cannonbolt demanded.

"Don't you even realize what you've done? You've only sped up the countdown! Now, the universe has even less time!", Azmuth retorted.

"If the universe is going down anyway, I'm gonna have the pleasure of kicking your butt first!", Cannonbolt retorted before rolling and charging toward Azmuth and knocking him back, causing his suit to be on the fritz and die out before Cannonbolt landed and then panted.

Then, the panel opened up with smoke coming out of it before Azmuth got out.

"Oh, now look what you did. Do you have any idea how long it takes to fashion a bio-suit like this one?", Azmuth asked.

"That's how the Azmuth I remember looks.", Cannonbolt stated.

"Who knew?", Myaxx responded.

"Ben!", Julie shouted with a wave before Cannonbolt turned to see Julie as well as Gwen and Emily.

"Julie? You're alive! But I thought...!", Cannonbolt began before Julie kissed him, surprising him as his eyes widened before the Omnitrix timed out and changed him back to Ben before he and Julie moved back.

"Julie..., why did you...?", Ben began.

"I heard every word you said back there. And I love you, too.", Julie responded, making Gwen and Emily smile, happy for them.

"And Gluto's back, too.", Gwen added.

"But how?", Tetrax puzzled.

"Yeah. We thought he and Julie were goners.", Ben added.

"Thing is, Gwen and Emily actually saved me with Gluto's help. It turns out his species can regenerate from the smallest of parts like what's left on my clothes after Malware blasted him.", Julie explained before Ben turned to Tetrax.

"Who knew?", Tetrax responded.

"Now, I'm all for touching moments as much as the next species, but are we really just going to ignore the fact that you deliberately destroyed my property and invaded on my privacy?", Azmuth asked.

"Enough talk! Stop the countdown!", Tetrax urged.

"That was my plan from the start. But first, you have to know that I didn't create a weapon. The rest of you did despite your good intentions. I created the ultimate device for understanding all the beings in the universe just as I created the Omni-Enhancer to protect its user and make sure he uses it wisely. Emily here is the only person who gets with the program while you and Vilgax are regrettably no different.", Azmuth stated.

"That's not true. Ben may have messed around with the watch at times, but he and I saved a lot of people with our watches, too.", Emily assured.

"At first, all I cared about was that I wouldn't be able to go hero anymore, that I'd be stuck with just being me. With all due respect, with all the times you helped us, I know you mean well, but a sometimes, you have to see the good in people and not just be a selfish jerk.", Ben responded, baffling Azmuth before a familiar voice spoke up.

"Heads up!", Kevin shouted before he turned up.

"Kevin.", Ben glared.

"What are you doing here?", Emily puzzled.

"All right, look. I know everyone totally hates me here, but I'm here right now because...", Kevin began before Malware's voice rang out.

"AZMUTH...!", Malware shouted before firing his disruptor cannon at the compound from the outside, causing the lab to shake up and fall apart at some pieces.

"We have to get out. Now!", Julie urged before she, Ben, Gwen, Emily, Kevin, Tetrax, Myaxx, Gorvan, and Azmuth escaped the lab and went outside to the heavy rain before lightning struck behind Vilgax and Malware, revealing them as well as Sixsix, who is tied to a sort of leash.

"Azmuth, the Creator of the Omnitrix. At last, we meet. What an honor for you.", Vilgax sneered as Ben and the others gave determined looks on their faces amidst the storm.