Hidden inheritance

by Heato-kun

Ben discovers something about his family that he never expected, something that made his discovery of the Omnitrix look pale in comparison. Max knows more than he lets on and Ben has to choose who to trust: his grandfather, or actual father? (Vilgax is Ben's father AU. Yeah, I wonder where I got that from too).

6. What if: Gwen 10

Ben brushed his eyes, finally feeling rested from last night's escapade.

He still had trouble believing what was going on.

Kevin had become even more psychotic and freakish, Vilgax had come back for him, and now two of the Bounty Hunters that were hired to hunt him were babysitting him. How much more crazy could this summer be?! It all started when the Omnitrix fell, and Ben was sure if he hadn't found it, none of this would've happened.

He wouldn't have met his real father this soon, he wouldn't have known the truth about Grandpa Max, he wouldn't have gotten to learn about aliens, he probably would've grown to be a normal kid, until Carl and Sandra decided to tell him about his true origins.

And now that he knew, he also knew that Max and Gwen were in the wrong yesterday.

Vilgax had recognized his innocence and didn't even doubt him once! Vilgax didn't even spend enough time to truly know Ben, but he still knew someone else was responsible and paid attention to the recordings. He barely knew Ben and was a renowned warlord, said to be cruel in the entire galaxy (if Phil's bragging and Max's story were accurate), but he had been smart enough to know better than think Ben was the culprit.

Ben still had a hard time thinking someone like Vilgax would have faith in his actions, but not Gwen and Max.

He still saw them both (somewhat) as family. Now Gwen more than Max, but Max didn't have his and Gwen's rivalry to make him think Ben was guilty. He was an adult, but still thought Ben would've been capable of Kevin's destruction (technically, he could if he had "Master Control" or whatever Vilgax told him about, but he clearly didn't have it this time, Max had no excuse).

Ben sat up on his bunk, lost in thought.

Would he ever make progress with Gwen this summer? She didn't know Max's secret until now either and she had been with him during this whole thing, yet she still believed it was him who was responsible for the mess that was made, not the other kid who could use Ben's powers through absorption.

It took her confronting Kevin to realize he was someone else. (There was also something that disturbed Ben during the confrontation. Kevin called himself "a hottie" when Gwen asked him who he was. Was he flirting with the dweeb? Ew.)

He needed help, he couldn't do this on his own. Gwen was smart, even if she got it wrong this time, it would be so much more helpful if she was more on his side. He needed to figure out what to do with himself and the Omnitrix. If he put aside his fun time and Gwen put aside her arrogance, they could work on what to do next. He really didn't need another person getting too ahead of themselves for now, he needed someone who could look beyond opinions and be the brain of the team.

He and Gwen really needed to get on better terms soon if he wants her help. Good thing he's already done some effort in the first month of summer.

Had they still been at the far beginning of summer vacation, she would've been hell to deal with if he asked for her help.

He felt a bit surprised, realizing he didn't feel much hungry, despite probably have slept past lunch (not that Max's food would be that appetizing). He didn't even eat that much last night, did he?

He yawned, brushing the back of his head with his hand. With his left hand. With his bare, Omnitrix-less, watchless left hand.

He jolted awake, falling out of bed, and looked at his wrist. The Omnitrix was gone!

How was it even possible?! It merged with his DNA, it stuck itself upon his wrist, it couldn't get off! And so many people had been looking for it for a good chunk of summer, no way he'd lose it now. Tetrax had even threatened to take him away to remove it because he couldn't get it off normally, it couldn't have fallen off while Ben was catching up with his night worth of sleep.

If it couldn't get off, then someone must've taken it. But who?

Tetrax couldn't have come back with whoever knew how to take the watch off, otherwise he would've heard a lot of noise. Plus, Tetrax had trusted him with the watch (but would he now, if he knew who Ben's father was?)

If Kevin somehow managed to absorb it off Ben's wrist, he couldn't have been silent about it a minimum, Ben would've been dead or would've woken up to a rubble pile instead of the Rustbucket.

Phil was away in the Null Void, so unless he found another portal, came out of it, followed through without being recognized by bystanders or without bragging that he escaped from a dimension of dangerous monsters, managed to find the Rustbucket, sneaked inside and took it off, it was impossible for him to be responsible for it.

Ben started sweating, feeling he was about to panic. This wasn't going well, where could the watch be now?

Did Vilgax decide to take it off of him after all? But he had entrusted him with it! And while Vilgax had been skilled enough to go back on Earth unnoticed, Ben doubted he could say the same about the Rustbucket.

Sixsix and Kraab could've done it, but they didn't know about it more than Tetrax did, and Vilgax had no reason telling them how to get it off.

Who else knew about the Omnitrix enough to know how to take it off?

Ben started shaking. No, no, he couldn't stop being a hero, not now! Vilgax had been counting on him, he just lost the most powerful weapon in the entire universe. What could Ben do now?!

He had to find who was able to go inside the Rustbucket and take the watch unnoticed. But how could anyone get inside without warning Max or Gwen about it?

Wait...

Gwen didn't know a thing about the Omnitrix more than Ben did, but Max has been hiding a lot of stuff from them this summer. The Rustbucket was his home, he could get inside without arousing suspicion. And even if he said he didn't know anything about it beside rumors, what if...

'What if it's just another of his excuses?'

He already lost plenty of time, better start looking than stay here before the Omnitrix was given to someone else. Or worn by someone else.

Suddenly, there was noise outside.

Ben carefully looked behind the curtains. They were at a gas station, and by the looks of it, there was a robbery going on.

'Great. Best day to lose the Omnitrix ever.'

He took a peek and saw a scared Gwen. Ben knew he had to intervene, but the watch was missing. Omnitrix or not, he needed to be a hero.

He looked at the RV's console. The Rustbucket was a Plumber vehicle, and while Ben didn't know how to drive, he knew that it had stuff a normal vehicle didn't have. He went to the drawers and started searching.

---

Gwen had her back against the wall, paralyzed by fear. And annoyance too.

This was the first day of summer, and they got straight into a robbery?! What kind of vacation was this?

It was already bad enough she had to spend the next months with the doofus of the family, she had no say in her summer plans. Her activities schedule was put aside for a road-trip with her grandfather, and she couldn't say no unless she wanted to pass off as immature and whiny, like Ben.

Ben had complained immediately when he saw her, and she was thankful they hadn't been in the same school, otherwise she would've quit (or waited for Ben to quit or be expelled, it'd happen sooner or later anyway).

Now she had to hope this mess of a vacation wouldn't end this soon, or at least not this way. A mugger had her cornered, Max was helpless over there. One bad move and she'd be done for.

He had to make sure the burglar wouldn't hurt his granddaughter. Maybe he could use the gasoline hose, but he needed to be precise and quick. The garbage can was close, but could he get to it without Gwen being hurt? He could try to take on the man barehanded, but he also had to worry about the other robber.

It was at times like these he wished he still was on service, but he quit his job a decade ago, and an energy gun would be overkill for now. At least it'd help Gwen, if he could just...

A second went by, and somehow, Ben was there. Right behind the man.

Max was about to yell his name. Ben had sneaked in silently, right into danger! What was he thinking?!

But before he could react, his grandson had pulled a tiny bottle out. And it looked quite familiar with what he used to work with...

In a swift movement, Ben hit the man's elbow, getting his attention, before spraying him with the bottle's content. The man looked dizzy, got pale and abruptly fainted. Ben seized him by the shirt, dragging him away on the ground.

Max and Gwen stood speechless. What... what just happened? Did Ben pull out a secret agent move like in the movies? Did he just take out the burglar that was threatening Gwen? Was he taking the man away, as if it was nothing?!

"Ugh, I could really use Four Arms right now!" they heard him complain.

"Ben, what the heck are you doing?!" shouted Gwen. "You could have gotten yourself hurt you big..." she interrupted herself when she saw the other burglar laying on the ground, in the same state of dizziness Ben had put the other man in.

"You should call the cops quick, grandpa. Here, have your 'bug spray' back." said Ben, putting both criminals together, fully paralyzed. He threw the spray bottle to Max. "And before you ask, no, if I couldn't use the watch, it's not because I was playing around with it. We got a problem." he added, showing his bare wrist.

Ben knew Max wouldn't talk easily, that Gwen wouldn't put the blame on him like he did, that he should've tried to stay awake to prevent the watch disappearing.

He expected Max and Gwen to freak out, to ask him where the Omnitrix went, to tell him he should know better to use Plumber equipment in public, or maybe even ask where he had gone off to last night, if they noticed he was gone. Instead...

"Ben, you idiot!"

Well, that was to be expected.

"Ben, don't throw yourself of danger when you can avoid it, that was dangerous!"

That was less expected.

"Get inside while the cops are coming, you two. Ben, we're gonna need to talk about your recklessness later, including looking through my gear like that." Max said, pointing to the sleeping gas bottle Ben had disguised as bug spray.

"But Grandpa, the watch!" Ben whispered. "We need to look for-"

"What are you talking about, doofus?" Gwen asked, her hands on her hips. Ben knew things were rocky, but he didn't expect her to be this mad about his safety when they've been doing dangerous stuff for one-third of the summer.

"Look." Ben said, showing his bare left hand.

"Oh my gosh, you're right!" Gwen said, clutching her face.

"See? Now-"

"For something that acts like a dog and smells like a pig, you have five fingers on your hand, including an opposable thumb. If you're not a human being, I sure wonder what species you are, doofus. Come on."

She grabbed his hand and dragged him inside the vehicle.

Okay, this was completely unexpected.

---

Vilgax angrily observed as the Omnitrix's pod was getting further and further away, right in direction of Earth.

He had managed to destroy the Uxorite's spaceship and leave the fight victorious and unscathed, but his prize had fallen on that damned planet.

The warlord swore to never return to Earth, ever again. Not after what the Plumbers, what Max Tennyson, had done to him. Repressed memories were resurfacing, and he felt himself about to snap.

He wouldn't fail this time, not again. He had failed carrying out his wife's last wish, he failed keeping his son safe and helping him grow, he failed defeating his inner demons. But it would be different now.

Part of him wanted to forget his old grudge and pain, and focus on getting the Omnitrix and finally finding healing after this whole time. The other part wanted to stay spiteful, angry, furious at the betrayal and humiliation he went through, so he'd give Max the treatment the old Plumber deserved next time they'd face each other. And considering where Vilgax was heading, it was likely very soon.

He knew he had to be careful when he'd land. Humans were so outdated in terms of knowledge and technology, they knew nothing of the outside world beyond their solar system and their stars, they could only imagine what exists away from Earth, but they knew nothing. They'd attack what they don't know if they felt threatened by it and would not hesitate harming their own at times, to which Vilgax was thankful he was born and raised away from that miserable place.

However, he wasn't as weak as ignorant as Earthlings were. He'd retrieve what he rightfully deserved, and would be powerful enough to put an end to the suffering he had been put through.

"No one controls the Omnitrix but me!"

Had he done this earlier, maybe things would be better.

Benjamin would've lived with him, he would've seen Vilgaxia's wonders and beauty. He would've been at his father's side, and Vilgax would've been at peace. But for now, he had an Omnitrix to retrieve.

---

"Gwen, I swear, we've been doing this all summer long!" Ben tried to explain.

"All summer? News flash: this is our first day together."

"That's impossible. We've been on the road for weeks, taking on aliens, kicking bad-guy butt... I've gone hero, like, a thousand times!"

"T-heh! You, a hero?" she mocked.

"Ben, I got you from Madison Elementary School today, just two hours ago." said Max.

Ben frowned. Did someone erase Max and Gwen's memories while he was out? But they had a schedule and a calendar, and they would know what places they've been to and what day today was. Gwen was too much of a nerd to not know when summer began and when they just got rid of Kevin for a while, how would she not know?

And did Max really forget, or was this another of his excuses? Ben sighed as he realized he wasn't even considering he could still trust Max on this. One lie, one lie was enough to destroy everything between them, and Ben wished he had been the one lying, rather than having Max disregard everything he taught him back when Ben still thought they were related.

But everything was off. They acted as if it was really the first day of summer, as if...

...as if Ben had gone back in time.

"I... need to go to the bathroom!" he hurriedly said before running off.

"He probably ate something bad." Max said. "That's probably why he's been talking nonsense and acting reckless."

"The last part is nothing new, grandpa." said Gwen.

"Luckily, I know exactly what he needs. I've got some smoked sheep's tongue in the fridge for you two to feast upon."

"Uh, couldn't we get a salad or something healthier to eat? Don't you have anything organically grown?" Gwen gulped.

"Nonsense. This summer's gonna be an adventure for your taste buds. I'll grab the tongues when we get there, or you could always share worms when we arrive at Yellowstone Park."

Great, a mumbling crazy cousin, camping away from what she originally planned to do this summer, her grandpa making food that would be better for aliens than humans with standard tastes, Gwen asked herself what else is going to land on her this summer.

The way things were going, she'd need a sign from the sky or anything else to make her summer more exciting.

---

"No way!" Ben exclaimed.

He had taken off his shirt and looked under his elbow, right where the squid tattoo was. Or where it used to be.

It had completely disappeared from his skin, as if it was removed while he was asleep. But Vilgax had told him that thing was supposed to be there from the moment he was born (or some time later, he wasn't sure). It didn't look like one of those tattoos you get in candies that can be removed after a bath or by just brushing it off.

The Omnitrix was missing, and so was his alien "birthmark".

Gwen and Max had no idea what he was talking about, and there was no sign anything happened in the Rustbucket while he was unconscious.

So it could only mean, Ben really did go back in time.

He was back to the day it all started, the last day of school and first day of summer. The night where he found the Omnitrix and got his powers. How was it even possible? Was it one of Hex's plans to get revenge after they got rid of the Charms of Bezel? Did Zombozo come back for more after his laugh-absorbing machine blew up? Or was it someone else?

This wasn't Ben's most surreal adventure yet (is anything surreal compared to your dad being an alien warlord?), yet it felt like it was. He needed to go back in the park, find the pod, look for the Omnitrix and go back to his adventures the way they were supposed to be. If he left it there, Max could take it from him, or Tetrax would come and take it back without knowing Ben's worthiness of using it. Or Vilgax would...

Vilgax would take the watch and, if he didn't know Ben was on the planet, there was a good chance Earth's entire population would be a goner after tonight. For his own sake and humanity's survival, Ben needed to take the Omnitrix and prove to his father he was there.

---

"Say, grandpa, did you ever tell Dad or uncle Frank about your plumbing days?"

"Hmm?" Max looked at Ben. "Well, plumbers don't have that many adventures to share."

"I don't know," Ben said as he looked down, setting up the tent, "I bet you had lots of adventures when you were younger. You probably traveled a lot before."

"You can say that again, I have a lot to show you two this summer."

"But you really don't have anything to tell us? Come on, the Rustbucket carried you to a lot of places for years, you never went somewhere special like, say, underneath Mt. Rushmore or some other place out of this world?"

Max dropped his peg at the mention of the hidden Plumber base. Something, like Ben picking up that gas bottle earlier, was telling him Ben knew something. But that was impossible, he had never told Carl and Frank about his past. How would Ben even know?

And with the eventuality Verdona ever told the boys about his past, he never told her the Rustbucket was a Plumber vehicle. Did Ben know? Or was this just one of those embarrassing questions kids ask?

"You read too many comic books, Ben. I'm just a regular plumber, nothing more."

"I wouldn't be so sure about that, grandpa." said Ben. 'Great, more lies. Nice example to set for your grandkids, grandpa Max, I'm sure dad and uncle Frank won't mind me spilling the beans when we get home.'

Before he could add anything else, Ben saw a shooting star in the night sky, heading straight to the distance.

"I... gotta... do something!" Ben hurriedly said as he ran to the forest.

"Don't get too far." told him Max. "And if you see Gwen, tell her to hurry! She went looking for wood but she'll miss dinner if she doesn't come back!"

'Oh, XLR8 will tell her alright. Right before I go back as proof, grandpa.'

"Kids these days." said Max as Ben left. "Good thing I have a surprise for dinner, it'll help him keeping control of his bladder. Or maybe that's the worms, I need to look at my recipes again."

---

Ben felt he was about to lose his mind.

"No! The pod, the Omnitrix! It was meant for me, not you!" he said as he clutched his head.

"Well, I found it first." bragged Gwen, even though she had no idea of what she had on her wrist.

"No, I found it first! The Omnitrix is mine! Give it back!" said Ben, catching Gwen's wrist.

"What do you even think you're doing?!" she shouted.

10 seconds later, Ben was on the ground, and Gwen stood victorious.

"I had years of judo training, don't bite off more than you can chew, cous'" she looked down on him.

"Whatever." said Ben, standing back up. "If we don't hurry, that thing will merge with your DNA, and I won't be able to go hero ever again!"

"You? Go hero? Yeah, right! Now, if you'll excuse me, I'm headed back to the real world."

Ben's eyes widened. He couldn't let her leave with the Omnitrix, not now.

"Wait, you don't want to see what the Omnitrix can do?"

Gwen stared at him.

"Because you would know what it can do?"

"I take pride in saving your dweeb butt during the entire summer, I'm practically a trained pro with that thing."

"You, a trained pro? More like a trained seal. I bet you have no idea how to work this thing."

"It's the most powerful thing in the universe. Check it."

Without further arguing, Ben took Gwen's hand and pressed on the green button, making the Omnitrix's dial pop up.

Gwen was taken aback as she saw what was going on. Ben pressed a button she had no idea what it could do, and he was now turning the dial of something that looked like a watch, as if he knew what it was.

Wait, a watch? And he had called it the Omnitrix, the name he's been repeating ever since they left the gas station. Could he possibly know what this thing actually was?

"There." Ben said, as the dial showed an icon with a weird silhouette. It looked like a frog head on a humanoid body. Was this one of those toys that can project images of animals and other stuff? "Trust me, you're gonna love Grey Matter."

"Wait, what are you..."

Ben slammed the dial without warning, and she suddenly felt herself stretch.

There was a green light, and she felt her head grow. Her limbs suddenly felt more agile, and her eyes wider. Her fingers were straightening, her clothes were becoming more skin-tight, covering more of her neck. And before she knew it, she was transformed.

The green light faded, and she couldn't see her cousin anywhere.

"Ben? Where are you, you big doofus?"

She realized there was something off.

First, she didn't feel the watch on her skin anymore. Second, her voice felt off, like she got sick or something. Third, was it just her, or did the forest look suddenly bigger.

"I'm not sure I'm a doofus, but compared to you, I'm certainly bigger." said a huge voice.

Gwen turned around, and was horrified as she saw a giant Ben.

"Ben?! What happened to you?!"

"I'm fine. You on the other hand, you got a little problem."

Gwen looked at herself, and she finally saw the issue.

She wasn't human anymore! Her fingers were small and square, her entire outfit was replaced with a jumpsuit matching it in color, and she felt her haircut was different.

"What did you do to me?!"

"Nothing, you did this on yourself. If you didn't go in the forest and take the watch from me, you wouldn't be an alien."

"Turn me back, turn me back! You can have it if you want, I don't care!"

Ben picked up Grey Matter (he never noticed how sticky the alien's skin was) and started pulling on the Omnitrix symbol on her back.

"What are you doing?!"

"Taking the Omnitrix back."

It seemed the watch was stuck to her skin, maybe if he pulled on the Omnitrix harder...

There were green sparks, and Ben was thrown several meters away, right onto a tree's trunk.

Gwen fell on the ground and looked for her cousin from the crater.

"Ben, are you okay? I think we need grandpa on this one."

Ben felt his anger rising. He was supposed to get the Omnitrix, not her. She didn't spend days of training to be a hero, he did, he deserved it, not her.

"You know what?" spat Ben, "That's a good idea. He has a LOT to tell us."

He went to pick up his alien cousin (that was now another thing they've had in common). Ignoring her complaints about him figuratively and physically belittling her, he headed towards the campsite.

He and Max had many things to discuss.

---

Max waited for his grandkids to arrive. Dinner was ready, Ben would have to give his thanks after getting a taste of what he prepared.

"Ah, there you are, you two." said Max. "Wait. Ben, Gwen isn't with you? And what is that thing?"

Ben glared at Max, dropping the "thing" in front of the old man. Thing that looked too much like a Galvan.

"Here she is. With the Omnitrix. Thank you for your honesty, grandpa."

"Gwen?! That's you?! What happened in there?"

"Grandpa!" Gwen said with a tiny voice. "An ovni landed in the woods, I ran to observe what object has fallen on the ground, and immediately after, I found this weird alien watch and Ben knew how to operate it!"

She covered her own mouth as she realized she was speaking like a brainiac.

"I was turned into this hideous creature and now I can't return to my normal form! Help me!"

"Gwen, calm down. We'll find a way to turn you back."

"Stop panicking you dweeb, I told you I was a pro." Ben sighed.

He pressed on the Omnitrix on Gwen's back, trying to recall how Vilgax did it. There was another flash of light, and Gwen was there instead.

"Wha? I'm me again?" Gwen looked at herself. She was back to normal, she was alright, but then it meant...

"Ben, you weren't kidding." She turned to her cousin. "You really know how this thing works. But where did you learn how to use it?"

Max was shocked at the flurry of information that was dropped on him. Ben... Ben knew about the Omnitrix?! And it seemed he knew more than the rumors Max got. How did he know so much about the Omnitrix, who told him?

And more importantly, why did the Omnitrix land here of all places? And how did Ben know it would land in there?

How did Ben know about his plumbing days? How did Ben know so much?

"Ben, care to explain what's happening?"

"I'm telling you what's happening." Ben crossed his hands. "The Omnitrix just landed, your granddaughter has the most powerful thing in the universe, there's probably a drone sent by Vilgax coming towards us, and you're still lying about your past as a Plumber and fighting alien criminals!"

Neither Max or Gwen expected the sudden outburst, and Max had trouble believing what he was hearing. Meanwhile, Gwen was confused.

Grandpa Max was a plumber, yeah, but what did it have to do with alien criminals? If Ben knew what he was talking about, was there something Max wasn't telling?

"Ben, I don't understand what you're talking about." he said, making Ben wince in impatience.

"Could you stop lying to me for two seconds?! I know, okay?! I know everything you did as a Plumber! You were friends with a guy named Phil Billings I sent to the Null Void two weeks ago when I knew he was a fraud. You two have been stopping alien attacks for years, and you thought you got rid of Vilgax when he invaded a nuclear power plant. You kept fighting him for years while he had a planet to reign on, and you had to add oil to the fire, ten years ago!" he angrily shouted.

Max was at loss of words. No way...

Ben knew, Ben really knew. But how?! Earlier today, he was okay after he and his friend were taken off the tree branch (what were they even playing at? Underwear hanging the higher on the tree?) when he got the kid from school. And he knew Vilgax, and the incident that happened a decade ago. But who told him? Carl never heard of his enemies or even his job. Even if he knew something was up, how could he know Max's past acquaintances and tell Ben about it?

And how did Ben know Vilgax was involved in the incident?

"Ben, listen, I-"

The ground shook, making the Tennysons lose their balance.

"What was that?" Gwen asked.

There were screams in the distance, loud explosions could be heard from the campsite. Ben suddenly remembered the other thing Vilgax did to get the Omnitrix.

"The drone! I completely forgot! That thing is looking for the watch!"

"You know a lot of things tonight, cous'."

"It's gonna attack people and won't stop until it finds the Omnitrix. But I have an idea!" said Ben, running off to the other part of the campsite.

"Ben, wait! It could be dangerous!" Gwen said, trying to follow Ben before being stopped by Max.

"Gwen, don't. We'll look for him together, get inside while I get the RV ready."

"What?! But Grandpa, I'm faster than Ben, I can get to him before-"

"You could both get hurt and I don't want that, come on."

Gwen sighed. She wasn't a kid anymore, even if she had the same age as Ben. And even if Ben was suddenly experimented in a lot of stuff tonight...

---

The war machine shot lasers in every direction, stopping at nothing to complete its task.

Humans and forest creatures were running away in fear, trying to save their lives like cowards. Wherever the Omnitrix was, if this is the resistance to be expected from whoever took it, the device would be in the hands of its rightful master in no time.

"Hey, piece of junk! Look over here!" said a young voice.

The drone turned its head, its visor positioned in direction of Ben.

"It's me, I'm Ben! Or Benjamin, or whatever. Look at me!" Ben said, hoping it'd work.

If he was right, the drone would recognize Vilgax's DNA in Ben, and would either leave, or take Ben to Vilgax. Either would work for him.

He waited the drone's response. It seemed to analyze him with its robot head, staring at Ben as if it was scanning him.

Ben understood it wasn't scanning him at all when he saw the red blast charging up in the machine's arm. He had to run.

And he was tackled away.

"Gyah!"

"Gotcha!"

Ben and Gwen rolled on the ground, dodging the laser blast by a few inches away. It took Ben a few seconds to regain awareness of what just happened.

"Gwen? What are you doing here?!"

"Saving your sorry butt from being fried, that's what. What were you thinking?!"

"I thought I could reason with Vilgax's drone to leave us alone. And it looks like I was wrong about that."

"You two will have all the time you want to argue later." said Max, picking the kids from the ground. "Let's get to safety."

"Don't try going to the Rustbucket, Grandpa. That thing is programmed to take the watch and make everything that opposes it go 'boom'. Your Plumber gear is gonna be toast in a few minutes." said Ben, not liking being carried like a baby under Max's arm.

"We don't have any other choice, Ben."

"Yes, yes we do!" angrily said Ben.

He freed himself from Max's grip and, standing back again, he pulled Gwen away from the old Plumber.

"Ben, listen!"

"No Grandpa, you listen!"

"Doofus, what are you doing?"

"If we've gotta help these campers, it's Hero Time!" said Ben, taking her behind a picnic table.

With its target out of reach, the drone scanned the area, aware that the Omnitrix wielder had just gone by. Noticing Max still standing in shock over Ben's behavior, it missed the old man by few as he quickly dodged, his training still engraved in his mind despite his age.

"What are we even supposed to do?" whispered Gwen. "That robot is gonna cut my arm off if we don't get away now."

"The Omnitrix doesn't just turn you into Grey Matter, Gwen. There's nine other aliens present in the watch for now."

"Wait, there's ten of them? Why didn't you tell me earlier?"

"You would've become one of them and I would've had trouble getting you back to Grandpa."

"Which reminds me: never try that again. Okay, what do we do now?" Gwen asked.

"Let's see." Ben said, turning the dial of the Omnitrix on his cousin's wrist. "You could go Grey Matter and try to shut it down from inside, but that's your way of doing things. Hmm, not Heatblast."

"Why's that?"

"We're in a forest, let's not cause more fire. Not Ghostfreak, you'll phase through. Ripjaws isn't too useful on land. Wildmutt's jaw could do it, but he's not too strong either. You're gonna hate me if I give you Stinkfly."

"Who chose these aliens' names?"

"I did."

"Explains why they're so ridiculous. Hey, that one looks good!" she said, looking at the silhouette on the watch.

"Diamondhead? Sure, he's tough, but I remember it not working too well when I fought this guy. Not Upgrade..." Ben said, not wanting Gwen to meet her uncle (was he really? Ben wasn't sure he and Gwen were really related by blood anymore) this soon and remembering what happened when Rojo attacked. "Four Arms! He's my strongest alien. He can resist fire and his skin is super tough, go for it!" Ben exclaimed, slamming on the dial.

Another green flash of light encased Gwen's body, and when it faded, a tall, strong, four-eyed and four-armed, ginger-haired woman was there instead.

"Wow! So this thing really is more than a weird watch!"

"Great, now get ready to fight."

As he said that, the picnic table was blasted away. Ben and Gwen were vulnerable.

Gwen charged, throwing a punch at the drone's face. It hurt a bit, but she felt she could get used to it quick. The robot had a tent on its metallic head, and it charged another attack, preparing to retaliate. Thanks to her judo training, Gwen had no issue dodging in this new body, the whole thing felt like a new experience. She caught the robot's arm, throwing him around like a rag doll.

With ease, she slammed him on the ground with her elbow, much like in a wrestling match, and when she was sure he was down, Gwen started punching with all of her strength, both pairs of arms coming back and forth on the metallic body to tear another hole in it.

Gwen heard beeping. She realized the robot was about to blow up and, jumping back, she ran to Ben and took him safely behind the Rustbucket, next to Max.

All three Tennysons covered their ears, and the resulting flash as well as the noise coming from behind the vehicle assured them Gwen had won the battle. She took a peek at where the short fight took place. There was a crater left where she just left the drone. She did it.

She won, she was a hero!

"Take that, alien junk, haha!" she bragged.

"You did well, Gwen."

"So did I when I was there, Grandpa, so did I." said Ben. "There's still others to take care of though."

"What?!" Max and Gwen said in shock.

"What, you thought Vilgax only sent one of them to retrieve the Omnitrix? Keep going, Gwen, your job isn't done."

"Hmph, I can take on them, no sweat!"

"Then hurry up, you only got ten minutes before the Omnitrix times out and you're back to normal."

"Huh?!"

"That's how it works, you get used to it after a month. When it times out, it needs five minutes to recharge."

"No fair!"

"Yeah, no kidding." Ben chuckled, amused that Gwen finally knew how annoying it was to have your fun time... well, timed.

---

Vilgax was fuming. This mission was supposed to be quick and simple, but someone had dared getting in his way.

The Plumbers were supposed to be disbanded after their last infiltration in his castle, but there was still someone foolish enough to try and oppose him.

"My drones are all destroyed! Whoever has the Omnitrix possesses great power, but now they'll have to deal with me!"

He won't let the Omnitrix escape, he won't let anyone prevent him from getting what he rightfully owns. He survived through many obstacles years ago, he survived the Plumbers trying to get rid of him in the past, he had affirmed himself as Vilgaxia's ruler and was known to many as the Conqueror of Worlds. His reputation wasn't made on empty words, and he had enough to prove it.

He'd leave this planet in ruins when he'd be done. It would only serve justice after all the problems it has caused him along with its inhabitants.

He knew his hate towards humans wasn't total. Earth did have plenty of resources he could not ignore, but it meant nothing after losing Benjamin.

His son was human, but Vilgax would end the world if it meant having him back. He couldn't imagine what those pests did to the poor child when they found out he wasn't one of them, he couldn't accept the idea his son was gone for good.

Plumbers were too absorbed by their world to understand the meaning behind their roles. The crime they've committed against Vilgaxia's royal family was proof of that.

He would go to Earth by himself. He'd show this planet what he was made of.

---

Gwen was exhausted, she spent the entire night fighting and saving others. It kinda felt nice to be in the spotlight, but it was better when Ben wasn't giving her the directions. She knew the doofus wasn't the same from the moment they left the gas station yesterday, but she still believed she could take care of herself just fine.

Her arm was shaken in her sleep, and she forced herself to open her eyes.

Ben was surprised she managed to sleep with Max's snoring. He was unable to sleep because he still waited for Max to give him answers this time around, but he hoped he wasn't expecting too much.

Why could he just not tell him the truth?

There was an endless war between Max and Vilgax, and Max just made it worse. This wasn't the grandpa Ben believed in and trusted for his entire life.

He made a shushing side to Gwen so she wouldn't wake Max, and they got outside.

"Can't you see I have a night worth of sleep to catch up with?"

"The sooner we get the Omnitrix off your wrist, the sooner you'll be able to rest, cous'."

"How do you even know about it in the first place, Ben? Was it something Grandpa Max or Uncle Carl told you about?"

"Are you kidding? No way they'd trust me with something that big to take in." Ben said, frowning.

"Yeah, you're not exactly someone who I'd trust with powers like these." she mocked, making Ben sigh.

"Look, I know it's crazy, but I'm from the future."

"You're... what?"

"I'm from a timeline where I found the Omnitrix the night it landed. When I got it, I fought those drones like you did. Except, Diamondhead had trouble with those."

"You really need to find better names to call those monstrosities."

"We went on a road-trip around the country for a month." Ben explained as they were walking. "I used the watch to go hero and save the day from bad guys like Hex and Zombozo."

"Who?"

"A wizard and a monster clown." She stared at him in disbelief. "I know it sounds weird, but when you have an alien watch on your hand, you can believe anything. Also, if you find an ad about going to the circus with a man with a weird mouth, a woman with long hair and a guy with giant hands, let's not go there, I've had enough nightmares."

"Okay?" Gwen snorted. "But how come I get the watch now?"

"That's what I'm trying to figure out. Last time, we went against a kid named Kevin, he was able to absorb energy from the watch and become a mutant alien with the DNA of all the ones I have in the Omnitrix. I defeated him and we went back on the road. But when I woke up next morning, I was in the Rustbucket and the watch wasn't there. We were at a gas station and..."

"...And that's how you knew you were back in time." Gwen concluded. "This sounds so weird. You said this thing merged with my DNA, right?"

"No, it takes time for that. We can still remove it if we're quick."

"Where's the rush? I did pretty great yesterday."

"Because, I went through a lot of stuff you don't know about, and I'd rather live through that a second time rather than letting you deal with alien attacks and spooky stuff. You don't want to know what Ghostfreak has inside his chest."

"It can't be that hard if you've been managing for this long!" Gwen assumed.

"It's not hard, it's just very heavy to deal with. Grandpa told you nothing, right?"

"Grandpa? What does he have to do with all of this again?"

"Gwen, Grandpa is a Plumber. Not just the kind that fixes pipes, but he's been a space cop this whole time. And Vilgax is his archenemy."

"Vilgax is the guy that sent those drones, right?"

"Yeah... He and Grandpa have bad history. And Grandpa made everything worse 10 years ago."

"Just in time for little Gwendolyn to be born the same day as her doofus cousin, hooray Grandpa."

Ben wondered how likely it was for destiny to be this way. His name was an Earth one (why did Vilgax choose it?), they were both humans, they were born on the same day, they had the same eye color, and when it came to their names again, they rhymed. Not hard for someone to think they were related, especially when Sandra had green eyes too. If it turned out Gwen was his twin sister or if she ended up being an alien too, he'd hardly be shocked at this point. Though he did not want to share a room with her like he currently was.

"There's an old abandoned bowling place near the campsite. It went out of service but I'm pretty sure it still works if it worked when we were there."

"Bowling? You want me to practice my moves at bowling?"

"No, there's a lot of broken glass and shards in there, and other pointy things. You go alien, I rip the Omnitrix off your skin, I take it back and everything is back to normal."

"Wait, what?!"

"Don't worry," Ben assured her, "these guys are super tough, and beside being knocked out, I never got any damage when I was timed out. I broke my arms completely as Diamondhead but I was fine when I got back to normal."

"So, if I became this Diamondhead guy, I'd be fine when the watch is off my body?"

"Yeah, it's no biggie."

"You really want to get the Omnitrix back, don't you?"

"Hey, I'm the one who spent a month having you and Grandpa lecture me about stuff. If you want to still be seen as the smart one and me as the reckless one, it's better for me to have the Omnitrix." Ben said, unintentionally telling her off in anger.

Gwen winced at Ben's attitude. He really wasn't the same Ben she knew. Maybe it was best to trust him on this one? He said he knew what he was doing.

It felt odd to have Ben this angry with Max, this quick of a strategist. It's as if all that talent he's been showing off came naturally, she just hoped it didn't mean that Ben would be eager to cut her arm off to get the watch, if he really knew how to use it.

She followed after him, unaware of what would happen next.

---

Getting a bowling ball on her chest was less painful than expected, but she still felt shaken by the impact.

"Rahh! This is useless!" Ben pouted.

They've tried everything. Pulling on the Omnitrix (sent Ben flying, Gwen was amazed he was still okay), trying to chip off the watch from Diamondhead's body. And then, Ben discovered diamonds were one of the hardest materials in existence. Then they've tried to use what they found in the back of the bowling alley. There were saws, circular saws, actual chainsaws (was the old owner of this place a lumberjack?), construction tools, there was even a drill lying around, and they all broke down on Diamondhead's skin.

"This day is the worst."

"Hey, don't be jealous if I can do something you can't."

Ben turned to her, exhausted by the entire journey to get the Omnitrix back. "Gwen, this is serious. This isn't one of our children fights, you're in danger of being hurt."

"I can take care of myself just fine, now that I have the watch."

"I know that, it's just..." he paused.

Gwen gave him a look. Why was Ben so troubled about it? He didn't get to be a cool superhero, okay, but is he that hurt about it?

"What's bothering you, cous'?"

"I don't know anymore... I don't know what's worse, that I'll never have the watch again or that you're better with it than I was."

"Huh?!" Since when did he start complimenting her?

"I always timed out before, I lost my cool, I fell under pressure when I didn't know how to use the watch correctly. But you took those drones down yesterday faster than I could, and you didn't panic when I tried to use a gigantic blade on you."

"Hey, no sweat about that. When you got it, you got it. It looks like I've got this thing down."

"Yeah, well, I didn't get it. I needed your help to convince a guy named Tetrax I could have the watch, otherwise he would've taken me to space to get it off."

"Wait, what?! Are you saying he's gonna try to kidnap me into a spaceship off to his planet?!"

"He has a spaceship, but his planet is gone forever, don't worry about that. Plus, you're a girl, maybe he'll be nicer to you when he sees you're like him."

"Um, what does that mean?"

"Tetrax's planet and species are dead, and Diamondhead is the same species as he is. He showed me I didn't know how to use his powers correctly. You, on the other hand..."

Ben looked down. Gwen was always the most talented in the family. Better grades, better friends, better reputation at school. She was always way ahead of him.

Even in being a hero, she beat him.

Did he really have any chance of being good enough when he had the watch?

Gwen looked at her cousin. She needed to understand, this wasn't the same Ben anymore. He became more mature without her knowing, and if he really did spend a third of the summer with the Omnitrix, maybe it did really change him from the doofus she knew.

"We'll find a way to get it off someday. You don't need to worry about me, doofus."

Ben looked back, a sad smile on his face. "Heh, thanks, dweeb."

They heard a beeping. Gwen took a defensive stance.

"Another drone coming at me?"

"Nah, the watch is just timing out." Ben explained, pointing to the Omnitrix beeping red.

A flash of red appeared, and she was back to normal.

"How can something that allows you to change your DNA into something entirely different lose charge so quick?" she asked, eyeing the red dial.

"Tell that to the one who built it. There's a Master Control function that can help the user take full control of the Omnitrix."

"Think we could use it to make the watch come off?"

Ben's eyes widened at the idea. "Gwen, you're a genius! Have I told you that?"

"Not enough in my opinion." she bragged, hands on her hips, as Ben tackled her for a hug. "Okay, that's enough!"

Why did they never have this kind of talk before?

There was a noise coming from outside. It sounded close to a... bowling ball? Or something that was rolling.

"Ben, do you hear that?"

"I don't remember bulldozers coming out here to destroy the place. We should probably leave."

But before he could add anything, a very familiar giant spiky ball destroyed the wall of the alley. They both took a step back in a hurry.

'No way. He came here. Like, now?!'

The sphere opened, revealing a control panel inside. And ahead of it, red eyes piercing through the shadows, Vilgax the Conqueror of Worlds was seated, eyeing Gwen (or rather, the Omnitrix) closely.

"The Omnitrix, now!" he ordered.

Drones appeared on the alley, heading in her direction. Gwen hit the dial, but the Omnitrix didn't transform her. She needed to recharge, and she cursed that Ben was right about its functioning. So she started to run.

Ben wished she could use XLR8, because her being here would make things complicated. Running with her and knowing the drones wouldn't listen to him, he tried to think of what to do. He needed to get Vilgax's attention without arousing Gwen's suspicion. Usually, Gwen was the one coming up with plans, but she was the target right now. Being the brain of the team was less fun than he imagined.

Red lasers were shot in their directions, they hid behind the old counter.

"Is there really no way for me to make this thing recharge faster?" she asked while panicking, furiously hitting the Omnitrix several times.

"If I knew how to, the Omnitrix would already be in pieces after I got it."

They heard footsteps coming closer.

"Who even is that guy?" Gwen whispered.

"That's Vilgax, and he's here for the watch. If he knows you're Grandpa Max's granddaughter, you're toast. I'll make a distraction while you run away, he won't be interested in a normal human while you make a run for the Rustbucket."

"Ben, that makes no sense! Those things are gonna split you in half when they get to you!"

"Start running already, I'm doing my job."

"And what job is that, getting yourself killed?"

"No. A hero must risk themselves get hurt for others, when they have to and to protect everyone, even from themselves." Ben said, as he felt Vilgax was getting closer. "Not for fame, not for money, not because someone asks us to, but because it's the right thing to do. And that's what I need to do. Now go."

Something in Gwen's expression changed, and with a determined look, she stood up and started running.

'You know what, Ben? You're right. That's what a hero needs to do.'

Ben sighed in relief. He threw a bowling ball on one of the nearby drones, getting their attention. Vilgax had turned his head momentarily, but he didn't notice Ben, focusing on getting Gwen instead.

'And you've taught me something: if this watch can give someone the power to be a hero, I shouldn't waste it. I'll protect you, cous'. You can count on me.'

"Hey, ugly! You sure we can't work out a deal?" she said, stopping before the entrance.

'Gwen, what are you doing?!' Ben was sweating as he threw another ball to distract the drones. Vilgax still hadn't realized what was happening behind.

And with the look Gwen had, it seemed she was answering. 'It's Hero Time!'

"A mere human, a child at that, with the power of the Omnitrix? Don't make me laugh! I'll make a fast deal out of you, when I'll retrieve that device from your wrist."

"I've heard of you. You're the bad guy my Grandpa Max has been fighting, right?"

"Max?!" Vilgax's eyes widened. " Max Tennyson, right? So the old bastard decided to have a family. You do not realize yet how wrong it is for the Omnitrix to be on your wrist, you shall return it to me."

"Pfeh, you sound like Ben, whining about not having the watch." she teased, stalling for the Omnitrix to recharge. "Wonder if you two are related, you sound like you have a lot in common."

She didn't expect the drones to seize her by the arm, and she hoped Ben did the smart thing and ran to get Grandpa.

"I'm not afraid of you!" She declared, as another drone caught her entirely and Vilgax got closer.

"You should be with what I plan to do once the Omnitrix separates from your body."

"You wouldn't hurt a girl, would you?" Gwen asked, trying to buy herself time.

"Hurt? No. I have something much worse in mind for you. A gift to that dear Max Tennyson for everything he did to me in the past."

"You don't scare me. If someone like Grandpa was able to get rid of you, I don't see why I can't, squidface!"

Vilgax impatiently sighed. "I grew tired of this!"

He raised Gwen in the air with his arm, and Ben recognized that gesture. Vilgax did the same to him as Heatblast when they first met (what a memorable way of getting to know your relatives!). He was going to throw Gwen around to harm her.

He was going to crush her.

"Leave her alone!"

Vilgax annoyedly turned to the source of the voice.

"Who dares-"

"I know that she has the Omnitrix and that it's what you came for, but she's not the person you're looking for!" Ben said as he stepped out of the dust, becoming visible to the man before him.

Almost instantly, Vilgax's grip on Gwen loosened, as he recognized the boy standing in front of him.

Ben walked towards the pod and, feeling all the weight of the world on his shoulders at the moment, he tried to talk Vilgax out of it.

"Please, even if you were looking for the watch, I'm here now! You don't have to hurt her, I know what there is to know about the Omnitrix, she doesn't. You don't need to harm her!"

"Ben, what the hell are you doing?!" Gwen asked.

"Impossible..." Vilgax muttered, without Gwen noticing.

"She has nothing to do with all of this, she's not involved in any of this! I know you're mad at Grandpa Max, but she's not responsible for anything that happened these past ten years."

"Max..."

"Please!"

This...

This was far from anything he expected when he decided to follow the Omnitrix on Earth.

His... his son was there. He knew what Max Tennyson did, and he was still alive.

His son was alive.

He hadn't completely failed her like he thought.

"Gwen, this isn't like anything either of us faced before." Ben said. "Don't try to follow after me, okay? I'll come back when I'm done fixing this mess."

"Ben, no! What are you talking about, get away from there!"

"Take care of yourself while I'm gone."

Before she could add anything, Vilgax threw her away behind him as if she was garbage.

She felt a bit shaken up, but had no bruise or any type of injury. But she didn't need to worry about herself.

Vilgax went to the pod and, to her and Ben's own surprise, seized Ben by the shirt and took him in his arms. Had the situation not been this awkward, maybe Ben would've felt at ease for a hug. But right now, he needed to make sure Gwen would be okay.

She repeatedly slammed her arm on the Omnitrix, desperately attempting to go alien.

"Ben!"

"Gwen, please, trust me!" Ben told her, as the pod's hatch was closing itself.

The dial turned green, and without looking, she pressed the dial and transformed.

She felt her body get longer and thinner, and when the flash faded out, she found herself upright, agile, fast and blue. Ben could recognize she chose XLR8, and he closed his eyes in relief she was okay. Even if she ran up to the pod too late and had ineffectively started smashing the door with her hands.

"Just wait for me, cous'. We'll be all okay."

---

First time he was in there, Ben was unconscious. Now he knew what the spiky rolling vehicle looked like from inside, and that the driver suit was more comfortable than expected.

He wondered what Vilgax was thinking when he found him around two weeks ago (or in this case, around two weeks later). Ben had kept trying to fight the man off, he was insulting him and calling him names (something he was usually proud of doing), he was being insolent and unmanageable to the point Vilgax made him sleep (or maybe he just didn't want him to run away, it didn't really matter).

Now, Ben went with Vilgax on his own initiative, and he didn't doubt Max would look for him soon. He awkwardly raised his head from the panel, looking at his father's thoughtful face.

This timeline's version of Vilgax looked different. He wasn't as muscular and didn't have the weird iron bars in his arms. He was slimmer and, much to Ben's surprise, he didn't have a breathing mask on the lower half of his face, allowing Ben to see the man's mouth and the rest of his chin tentacles. Maybe something happened to him between the time the Omnitrix landed and Max tried to get them to Mt. Rushmore?

The alien warlord hadn't said a word since they've left. Ben supposed it was hard finding anything to say when someone who's been missing for years suddenly appears out of nowhere and claims to be family. He himself didn't know what to say when Vilgax told him the truth about his origins (beside shouting in denial), his father was probably confused, angry, curious about the whole thing.

It could be more awkward. That was a thing with him, Ben just knew he had a way of making things worse. He just hoped this wasn't one of them.

He was startled when he felt a clawed, strong hand on his head, brushing the young hero's brown hair. Vilgax would have trouble letting him go, he wasn't ready to leave Earth yet. But he knew he and Vilgax had a common interest: the Omnitrix.

If Vilgax knew Ben was meant to have it, maybe they could work things out. He'd spare Earth and Gwen, and Ben could go back to the way things were. Except there was a lot to deal with. Would Tetrax trust him? Would Max finally talk, now that Ben outed him? Would he have to fight the same bad guys?

He wasn't used to questioning everything like Gwen does, it'd be better if he went with his guts on this one. His father would need a lot of explanations for this adventure, namely how he knew the Omnitrix and why he had to stay on this planet for the summer.

If it worked with the Vilgax of the old timeline, would this one agree?

---

"You're saying that Ben went back in time?" as the RV was driving out of Mt. Rushmore's base at high speed.

"He knew everything that was coming at us. He knew how to defeat the drones and who Vilgax was."

"Why in the world would he get himself captured on purpose?" Max asked. 'Is he so mad at me he's disregarding his own safety?'

"That's what I don't get. Ben knew how to convince that squidface to take him instead of me. I don't understand, if he was here for the watch, why would he give it up for Ben instead? He lost it this time because of me, what could Ben know that's so important he wouldn't have told me?"

"We all keep secrets from others sometimes. Sometimes it's to protect them, other time to stop them from doing something bad."

"Like what? Throwing myself into his spaceship? Ben is terrible at defending himself compared to me, but I have a chance with the Omnitrix."

"You shouldn't have too much confidence about this, Gwen. The Omnitrix isn't a toy, we could get ourselves hurt."

"I'm not confident about this, Grandpa, but it's the right thing to do. If Ben is gonna get himself in trouble, I'll go after that doofus no matter what to help him, and I'm not gonna let my responsibilities and duties stop me from doing what's right."

Max briefly turned to her. "You're starting to sound like Ben, being this reckless."

"Well, he's got more than half a brain after going back in time, I can always listen to what he says when he's not fooling around." she smirked. "Hey, there's the spaceship!"

"We'll have to get aboard. I wish he told us how we were able to the first time."

"If he still had the Omnitrix in the future and wasn't surprised to see us when he went to the past, it probably means whatever we'll try, we already tried."

Max turned to her again, in confusion.

"Just go with whatever you have in mind, it'll work."

"Then, we'll have to floor it." he said as he sped up the RV.

"You're gonna drive us off a cliff?! Okay, what would Ben do if he wanted to do something this crazy?" she asked herself. 'I should not be asking myself that kind of questions.'

She looked at the Omnitrix on her hand. Ben would probably try to lift the Rustbucket with the red alien and throw it, but he'd probably have trouble getting there with them. She turned the dial, and saw a silhouette close to one of a fly. Was this Stinkfly? If she was as small as a fly and if Ben's warning was anything to go by, maybe she should choose another one.

There was an alien with long arms. Ben said Upgrade when he saw it, but gave no detail. It didn't look like it could get them higher, and judging by the name, it must've been a smart or some type of system changing alien, but beside her laptop, she didn't see any computer system to improve. The Rustbucket had a holographic GPS, but she didn't really see anything like a computer, and even if she could hack Vilgax's ship's defenses, it could take time with alien programs she knew nothing of, and she didn't have much time on her hands.

She saw a silhouette she recognized as the first one she saw, when the Omnitrix had landed on her wrist. Ben called it Heatblast when they were dealing with the drone attack last night. Could fire propel them high enough if Ben used it? (she knew Ben loved playing with fire, figuratively and literally. This alien would probably be a favorite.)

There wasn't really any time left to ponder, so she slammed the dial. It'd be better than nothing.

She felt the heat rise around her, and her skin was suddenly covered in rocks. She was taller, stronger and more agile again, except she felt a lot of energy between her hands. As the light faded out, Gwen found herself literally on fire.

"Whoa! I'm on fire, but I don't feel like it!"

"Gwen, what are you doing?"

"Getting us there faster, hang on tight!"

She went to the Rustbucket's roof and, with all of her energy, fire streamed out of her hands as the vehicle went faster and, getting to the edge of the cliff, it was an amazing sight for Gwen as she saw they were flying.

She did it, she was able to use the Omnitrix to help save someone she had to protect, and now they were heading towards their next destination.

Straight towards an alien spaceship.

Wait. They were going super fast. Were they... about to crash on it?

She suddenly wondered if this kind of behavior is what always got Ben in a mess.

---

"...and then, you broke in there and I decided she needed my help."

Ben was very uncomfortable with how emotive Vilgax's expression was. He was so used to the breathing mask and only the upper half of his face, he never thought he'd see Vilgax smile or look proud, aside from a few frowns and blinking.

The man had hundreds of questions for the young child to answer, and Ben was all happy to oblige. He told him about the original course of events, how Gwen came to get the Omnitrix, what he knew about what Max did in the past, and that he was the one who should have the Omnitrix.

"Do you really care that much for a simple human being like her?"

"It's not about her being human or not, Gwen always was honest with me, she always saw me as family. Even if she had a rude way of doing it."

"Removing the Omnitrix from her will be painful, will she even cooperate?"

"I trust her for that." Ben said. "Gwen is one of the smartest girls I know. She helped me when I was going hero before. I know she sounded obnoxious earlier (I mean, she always does), but she'd never betray me or leave me behind. She agreed to find a way to take off the Omnitrix and give it to me, you don't even have to do anything, except maybe..."

"Hm?"

"When I told her about the watch, I kinda... told her about Master Control. She got the idea of using it to give the watch back, but you never really told me how to do that."

"Hmm, it would be easier for me to examine it by myself if you need to enable it, but with what Max Tennyson fed her of his owned biased perspective of things, she most certainly would refuse to."

"I never really understood, what's wrong with you and Grandpa?" Ben noticed Vilgax's teeth showing. Maybe calling Max his grandfather wasn't such a good idea when they met up.

"There used to be a time, when... when..." Vilgax sighed. "When me and Max Tennyson weren't at such odds. We never truly considered harming each other like we are now, but-"

He was interrupted by a loud crash.

Red alarms started beeping loudly through the Chimerian Hammer, and Ben realized this scenario was repeating itself, only that he couldn't use the Omnitrix to get everyone to calm down and calmly leave.

"An intruder!"

"Looks like Gwen didn't listen when I told her to leave me." Ben sighed. "I already know how this is gonna go, avoid the fight!"

"If Max Tennyson is coming here, I should be expected to welcome him the way I must, do not worry about me."

"He has an energy weapon with blue lasers he's gonna shoot you with. You were tougher in my timeline, but this time around, he could seriously harm you!"

"It's necessary that I get even with what he did to you, to us both, Ben. You must under-"

"I don't want to see you die, okay?!"

The words came out by themselves. Ben's memory of the event was still fresh, and he didn't want to see it happen again, he wouldn't lose his father. Not today, or tomorrow, or any other timeline he'll ever be in. Even if he knew Vilgax was stronger, he wouldn't risk it for anything.

Vilgax was speechless at Ben's outburst. He saw the boy obviously nervous and trembling, there was clearly fear in his youthful green eyes. Without a second thought, he took Ben in his arms again and started patting his back.

"No need to worry for me, my son. I will be careful if you ask me to, but I promise I'll be there when this is done."

Ben made an effort not to cry. Come on, this wasn't the best moment ever to get all emotional, Max and Gwen would be there in a few minutes. So, he hugged back, finally finding warmth after all he's been through.

His father was gonna be okay, Gwen was on his side. He was safe. Everyone he knew and loved was safe.

"I promise I'll be alright before you come back." said Ben. "Just, make sure you leave Earth without any problem, I just... I don't want you getting hurt."

Vilgax patted Ben's head as the hug ended. "I went through hell and back to meet you, Benjamin. I will do so again if I must."

"Please don't."

Vilgax lightly chuckled at the boy's remark. Such a shame he never knew his mother, they've both had the same light they carry with them.

"Okay, uhh, now how do I tell them to go away without fighting? Last time, I had the watch, but now..."

"My drones should already be on the case. If they're not here yet, they must still be struggling to reach us. Go back to land while I make them leave. And I promise not to hurt the girl."

Ben had trouble believing Vilgax could convince Max and Gwen to leave safely, but he had his dad's word, so he obeyed.

A drone came to pick him up from behind (...again. Or was it the first time now?), taking him in direction of the escape pods, if Ben's memory of the ship's rooms was correct.

"Good luck with this." he paused. "And..." What else could Ben say?

"Take care, my son."

---

"That was the last of 'em." Max said. "You look like you're having fun."

"When I get this thing off, Ben better not be the only one getting to save the world like this!" Gwen smiled, reverting from the fish alien's form. "I wanna take part in this too, though I'd advise him to fix this thing if he wants it back. I tried going for Grey Matter, but the watch gave me the fish alien instead."

They had been fighting countless of drones, and Gwen had showed prowess in fighting. Though her movements were somewhat predictable and she did cause a lot of attention by sending the robots exploding through the walls of the ship. She wasn't used to that kind of summer activities, but her martial arts training really came in handy, especially with the fish alien. Her moves felt natural, as if she's done this her entire life.

Ben needed to get ready for the fight for the last piece of chocolate cake, the watch could be useful if she had to deal with his antics before giving it back to him. Though something was telling her Ben would be wiser wearing something like the Omnitrix this time around.

The hallways were now empty, aside from the pieces of junk lying around.

"Do you need to recharge?" Max asked her.

"I'll do it while we're helping Ben, let's hurry while we still got time."

"You shouldn't be too reckless, Gwen."

"You know, Grandpa, maybe I should." Max raised a brow. "Ben's been really knowledgeable with the Omnitrix, and he knew how to use it well, too well, even better than me. I know I could get better with time, but for now, I feel his dumb, doofus and reckless way of doing things is what works. Plus, I already have a lot on my mind right now."

"Is there something worrying you?"

"It's Ben. He's been so... different. I feel whatever happened in the past, or the future, or whatever, is scaring him. I don't even feel like he's the same person anymore, he just feels so... older. I don't know what he went through, but it must've been serious. What did he mean by what happened between you and Vilgax?"

Max sighed in regret. He should've talked to everyone sooner about this, maybe Ben wouldn't be so mad. His grandson knew a lot about him, about the future, about what he was thinking, and he had every right to judge. They needed Ben, and Max needed to fix the bridges he's just broken. It felt like when Vilgax had left...

A thought terrified him. Would Ben get himself into the same kind of horrors Vilgax did? He didn't want his grandson to become a hooligan or worse, a criminal. And he had mentioned sending his old buddy Phil to the Null Void. What even happened that caused Phil to be there? Ben said he was a fraud, did their time apart change things with Phil?

If Ben took the same path as the alien warlord and refused Max's involvement in his life, he wasn't sure he could look at his grandson ever again afterwards.

Max felt like he was neglecting so many aspects of his life, mostly his loved ones. How could he fix this now?

"I can't tell you right now, not while Ben is in danger. When we get back on land, you'll catch up with what Ben knows."

She frowned. Ben wasn't joking about him being super secretive, she wondered if her mother's decision of sending her to camp with them wasn't such a bad choice. Which reminded her she needed to ask her parents, possibly Ben's too, if they knew a thing about what Max had been doing all these years.

"The ship's control room should be in there." he said, pointing to the room at the end of the hallway. "Vilgax almost never leaves it, I'd be surprised if he was away. He must have Ben with him, if he knows who he's dealing with. Are you ready?"

"More than ever." Gwen stood confidently. She could do this, she was a hero now.

They slowly advanced to the main room, careful of making no noise. Even if it was useless with Vilgax aware they got in (rather loudly, the Rustbucket was more durable than it looked), being quiet could give them an advantage. Ben would've definitely turned into the blue alien and ran up to Vilgax's face to punch him if he was the one who just got the watch.

They stepped into the room, observing their surroundings. Control panels, red buttons everywhere, tubes going through the ceiling all down to the floor, and a smell of seafood. That's not how she expected a battle with someone as scary to be, but she did with what she had. And in the middle of all of this, ahead of them, the squid alien was sitting on his throne, lazily resting his head on his hand.

"Vilgax!" Max shouted, aiming his high-tech weapon towards the warlord.

"Maxwell Tennyson, is that a way of visiting an old friend? Coming to my ship unannounced?" Vilgax teased, fully aware of what Max was here for.

"Don't play that game with us, creepface! Where's Ben?!" asked Gwen.

Vilgax smirked. "Hmm, so you came here for the boy. And I thought you missed the good old days we've had, old man."

"Don't even try anything, Vilgax! I'll have you know I'm armed and ready to end you any second now!"

"You brought that old plasma super-weapon you tried on me last time?" he chuckled. "I shouldn't be surprised, you've always been stuck within that mindset all Plumbers have, you can't think of anything more to defend yourself."

Gwen really hated this guy. That squidface was obviously trying to bring the worst out of Max with his smug talk. At the same time, it reminded her so much of Ben doing it with her. She could tell her cousin when they bring him back later that he shouldn't go back to his old ways of treating her, unless he wanted to become like squidface over there.

Seeing that both Tennysons were glaring at him, Vilgax felt more satisfied than he had been in a decade. He was finally getting even.

"If you're looking for the boy, he's not here anymore."

Gwen and Max tensed. "What?!"

"He didn't have the Omnitrix, I have no use keeping him prisoner, so I let him free to be where he wanted."

"As if I'd believe that!" said Gwen. "He didn't have the Omnitrix, but you still took him over me when I had the watch!" She pointed to the device on her wrist. "What do you have to say, Vilgax?"

"I have to say... that you are as wise as he described you." said Vilgax. Ben wasn't exaggerating her intelligence when he talked about her, and her lousiness.

"So?" threatened Max.

"So, he's still gone. When I saw that his knowledge of the Omnitrix wasn't advanced enough and that he needed to know more, I brought him back to this dirt planet's surface with one of my pods." said Vilgax. "Unlike you, I didn't make profit of someone I found to do my bidding, especially a child."

Max was red with fury. As he was about to shoot, Gwen stopped him.

"Wait, Grandpa! We don't know where Ben is. He's obviously lying, but blasting him away won't give us answers." She turned back to the squid alien. "If you're here for the Omnitrix, why didn't you try to take it from me when you've had the chance?"

Once again, she proved she was the real brain of the team.

"You are correct in that obtaining the Omnitrix was my original goal. But what you don't know, is that I have no use for it when it's at the hands of someone like you."

"What? What is that supposed to mean?"

"It means," Vilgax mocked, annoying her even further, "that when its holder is someone as unambitious and uses it in a futile way like you have been doing, I do not have to worry about the Omnitrix causing me, Vilgax the Conqueror, any trouble in the future. Benjamin told me about how overcautious you were, and how you never took risks in your life before he showed you the real power of the Omnitrix. If anything, he's more threatening than you'll ever be."

This creep was almost as good as getting a rise out of her as Ben was.

"If he was the one in possession of the Omnitrix, he could've been a possible threat. With all his experience, Ben could've stopped me when you couldn't."

Scratch that, he and Ben were in the same league!

She groaned in annoyance. "Why should I believe you?"

Vilgax sighed. Was this what his son dealt with on an everyday basis? He was starting to question the child's decision with wanting to stay on Earth instead of leaving. He stood up and went to one of the panels, inputting commands. The screens lit up, showing Ben sitting in what looked to be a circular cell. A few more taps, and another screen showed a spiky pod, much like the one Vilgax used to take Ben away, was falling down at high speed towards land.

Both humans were speechless. Vilgax... was saying the truth?

Ben didn't need their help, he actually got Vilgax to set him free? Of all the impossible things he did ever since he showed up from the future, this one had to take the cake!

"No way..." said Gwen.

"What are you going to do now?" interrogated Max. Vilgax couldn't have just come here and left, could he?

"I've only came for the Omnitrix, but since you're the one having," There's gonna be calamari for dinner tonight. "I will leave and resume my conquest of the galaxy. But rest assured that with what this planet has, I won't be doing any harm to it."

She was itching for a fight. She knew they didn't have anything else to do in here if Ben was safe and sound, but something in her made her want to tear Vilgax's face apart.

"Just so you wait, you..."

"Gwen, let's go." Max said, lowering his weapon.

"Do we really have to go home like this? We went in there for nothing, except getting sassed by your old nemesis." she whispered.

"I know it's disappointing, but what matter is that Ben is okay. Vilgax is not someone you want to get in trouble with, I speak from experience."

She pouted. "Fine."

They looked at Vilgax, who had been observing them during the entire scene. They had no business left to do here, could they just leave like that?

She followed Max back to the entrance quietly. This... this was far from anything she thought would happen. She was scared one of them wouldn't be able to make it, or that Ben was injured or even worse. Instead, they just... left.

They kept walking, and neither Vilgax or his drones were following them when they were back at the Rustbucket.

It all seemed so easy, too easy. Where was the catch?

---

One of the plates on the walls opened itself, revealing a trapdoor from which a drone came out.

Ben slammed his left wrist on reflex, before remembering that he couldn't go hero, and he didn't need to. "Hey, little guy."

The drone was small and shaped like a UFO, its metal claws reminding Ben of a crab. The robot flew to Ben, getting caught in the boy's hands.

"You know, I remember when we used to fight each other. Pretty funny when you think about it, right?" Ben asked, getting no response. "Right, you guys aren't the ones that know how to talk, my bad."

He wondered what he could do with this one. It was tiny, didn't look like it could hurt a fly if it weren't for its lasers hidden under its metal armor. But it was still kinda weak. Even Gwen was able to take out one of them when she didn't have any powers, anyone with a shovel, a hammer or anything durable could get rid of these.

And considering how they obviously worked for Vilgax, he couldn't just get it to the Rustbucket and hide it under a blanket as if it was a pet. He already tried before with an actual pet, and to this day he's always had nothing else than his dog.

Suddenly, a metal tube came out of its head, latching onto his neck with a sting.

Ben yelped as the metal rod was inside his neck, and he felt himself panic when a burning liquid came from the tube and went inside his body.

What was going on? These weren't supposed to harm him. They worked for Vilgax, and he was Vilgax's son. They shouldn't hurt him, they shouldn't...

Any remaining thought he had faded away when he fell unconscious.

---

"There it is!" Gwen said, her voice coming out of the RV's GPS. She could use this high-tech alien to improve her laptop's processing speed if she got the time.

Max parked the Rustbucket in front of the vessel holding his grandson prisoner. Taking a crowbar from the closet, he ran up to the pod's door, trying to it open.

"Allow me." said Gwen, leaving the RV and jumping on the vehicle, merging with it.

"Are you sure you don't want to keep the Omnitrix? You put it in good use."

"No thanks. It's fun, but I'd rather not turn into anything disgusting, Ben said I'd hate it if I became one of them." she said, making a few beeps as the hatch opened, letting out steam.

She split from the machine, returning to her human form in another flash of light. She could get used to this for now.

With the smoke fading out, they both got closer, only to find a snoring Ben inside.

'Of course. An alien kidnapping couldn't change him even a bit.' they thought.

"Hey, Ben? Wake up, you doofus. We're here." said Gwen, shaking his shoulder.

"He probably hit his head somewhere, I don't think Vilgax has any seatbelts in those."

Ben moaned as he was waking up. His head hurt like crazy, the landing had been rough, unlike last time he got into one of those.

He shook his head, looking left and right, just to see Max and Gwen looking at him.

"Huh?! Guys, what happened? Where are we?"

"You just had a free skydiving session but you couldn't hold your stomach. So, we just looked for you when you fell flat and passed out. Good thing Grandpa has a GPS for stuff like this."

"Haha, very funny." Ben glared at her.

"Are you okay, Ben?" asked Max.

"I am, but..." he looked at the drone's remains on the ground. 'Looks like I'm not the only one who had a rough landing.' "What about Vilgax?"

"He's gone." said Max. "He simply left, and while I'm sure it's not the last time he comes by, we won't have to deal with him for a while."

"Oh." said Ben, reassured.

He wondered how possible it was for things going this smoothly. If Max and Vilgax managed to talk without slaughtering each other...

Could he... fix things between them?

"Hey, don't leave us hanging. Tell us, how did you get Vilgax to leave you alone? Did you become so annoying he decided to get rid of you?" asked Gwen with a mocking smile.

"Ha, you wish! I just told him how much of a dweeb you are. He almost thought it was a better idea to take the Omnitrix away so it wouldn't go to waste, but I got him to just leave when he didn't need to intervene, if he wanted his people to be safe."

"I can't believe it, Ben..." started Max. Ben gulped, wondering if his lie wasn't too obvious. "I fought Vilgax for decades, he never gave me a break... and you managed to get rid of him peacefully. Usually, it always ends up in us shooting each other, at least one of us needed a hospital quickly, and we'd think we've seen the last of each other before next time. But you managed to change that."

Ben's eyes widened. Max... was trusting his word?

"I always thought it'd be a never-ending war between us, and I was scared he did anything to hurt you. But you kept a cool head and managed to talk the galaxy's worst criminal out of harming your family. Ben," Max looked down with a slight smile, "I'm proud of you, I really am. I'm sorry that I kept all of these lies to you and Gwen for all these years, I should've come clean sooner. From now on, I promise to tell you kids everything. Even... even what happened when you were a baby, Ben."

"Grandpa..." said Ben.

"Uh, what?" asked Gwen, feeling she was missing something.

"Oh Grandpa!" said Ben, tackling Max with a hug.

"I know it was hard for you, knowing I spent all this time hiding secrets, I promise I'll fix it now."

"Yeah, uh, but before that, can we get something to eat? I'm starving." said Gwen.

Ben and Max looked at her. She really needed a debriefing, and quick, but then their stomachs growled. Saving the world without having breakfast is not a good idea.

"Alright, alright. Is it okay with you, Ben?" asked Max.

Ben considered it. "Eh, why not? We can always talk family sitcom drama later, it's lunch time!"

---

All of a sudden, he was thrown into a void.

Ben had just sat down on his bed, the world around him suddenly became yellow, red lines all over the place.

'Am I floating? How did I even get myself in here?' he asked himself. There was something familiar to the place though...

He looked around, searching for an exist, or an entrance, he didn't know where he came from.

'Am I dreaming? Come on, Ben, nightmares were over weeks ago.' he rolled his eyes, not realizing they've grown in size and were now red. 'Wait, nightmares?'

"I know this place! When I went Upgrade on that girl who hurt Grandpa and fused with a drone, I got here! I've been having nightmares about this place for days! But why am I back here?"

Ben crossed his arms, trying to think of what brought him back into this place. The nightmares had stopped once he met Vilgax in person, but why would he be having them again in this timeline? He scratched the back of his head, with his metal, pointy, robot fingers.

"Gyaaahhh!" he shouted. "What happened to me?!"

He looked at his body, and saw several changes. His skin was red, there were metal parts coming out of his body, he had spikes on his skin and two big red antennas were coming out of his shoulders.

"Is this a new alien? But I don't have the Omnitrix anymore! Or wait!"

He finally recognized what creature he was. He was the same thing the biker gang leader turned into when they fought. How could that be? He was half-drone now, where did he even...

"The pod! That robot who hurt me, he made me like her! I got drone powers now?"

"Indeed. While I trust you'll be able to survive on this measly planet, I figured you would enjoy not staying powerless for now."

Ben turned around. Vilgax was there, like in his nightmares. Except, he was regular-sized now. And Ben wasn't scared of him, far from that.

"You did this?"

"My drones, as weak as they can be, possess the ability to merge with any organic being capable of obeying and listening to orders. But for you, my son, this one will be your gift, until you regain the Omnitrix."

"How am I supposed to go around looking like this?" Ben asked. "I mean, it-it looks really cool! I swear! But, uhhh, isn't everyone gonna freak out when they see me like this?"

As soon as he said that, his skin was back to its original color, the metal parts retracted themselves and he didn't feel as heavy as he was a few seconds ago. He looked at his normal, human hands. He could switch between forms at ease? 'Score!'

"Humans will not realize your hidden strength, Ben." said Vilgax. "With my army's powers, your experience and your own inner strength, you'll exceed their expectations. I will be able to communicate with you no matter where you find yourself, as far as this galaxy can go."

"Can I... use these powers whenever I want? Do I time out?"

"This power is now yours, you have full control over it. You deserve it and more, I will not let anyone hinder your progress. You were meant to become a strong, skillful warrior like I am, my son. This is the least I can do to help you achieve your destiny."

"Can I... use this to talk to you?"

Vilgax walked towards Ben, kneeling down to face him.

"You will always be able to contact me and talk to me whenever you feel like it, Ben. Well, as long as I'm not busy fighting for my life." he lightly chuckled. Ben didn't see him happy very often, this felt new, and he liked it. "Wherever you'll go, whenever you'll need me, I'll always be there for you, Ben. I will never abandon you, never."

Ben stood silently, unable to find something to add. Then, he tackled Vilgax with a hug.

"Thank you, Dad! Thank you!"

The warlord hugged him back. His son was on his side, he trusted him. Even years of pain, loss and absence couldn't have stopped him from getting what he wants. And now that Ben was back in his life, the galaxy wouldn't be the same ever again.

---

They were back in the Rustbucket again.

Gwen's pleas had been enough, Max was taking them to a fast food place. She may be able to become an alien, but she didn't really need alien food in her human form. Or, according to Ben, any form at all, that wasn't going to change how disgusting Max's cooking was.

Ben laid on his bunk, waiting until they arrived.

He was lost in thought, thinking about the turn of events his life took. His dad was Vilgax, he had the Omnitrix, Max was a space cop, he went back in time, Gwen got the Omnitrix... He felt it was best not to think too much about it, the whole thing felt like a dream.

But now, Vilgax was okay and not targeted by anyone, Max would finally open up about what he knew, and if they had to deal with other bad guys like Animo, Zombozo, Hex and the rest, Ben could give Gwen directions to help her defeat them, until he got the Omnitrix back. He wondered what else would change if Gwen got the watch.

Vilgax won't hire Tetrax and won't give him the watch's location, Kevin wouldn't try to get closer to him to get powers, and he doubted Kevin would be interested in getting close to Gwen if she kept a low profile with powers. Best thing he could try when she was a good girl and he was a hooligan, try to play the movie bad boy stereotype to get her to like him, otherwise she wouldn't even look at him. Wait, why was he thinking about Kevin flirting with Gwen and trying to get her to like him? Ew, gross.

At least, his family was safe for now. No more lies, no arguing, no fighting.

He didn't have to worry about the Omnitrix too much for now, he'll get it back, sooner or later.

For now, he always had family.

---

Betcha didn't see this one coming, huh?

Originally, I planned to have Ben get fed up with Gwen's attitude and telling her off after arguing one time too many. But then, I saw an occasion for fluff with Ben distrusting Max for a day, and I couldn't resist making everything cuter. I planned to have Ben somewhat cutting off ties with his family, too mad with Max and Gwen to care, but I couldn't bring myself to do that, so here you have it!

Rewatching the drone fusing with Rojo in canon made me realize it was a parallel to Ben with the Omnitrix, with Vilgax instead of Azmuth or the Omnitrix's AI deciding for the user. And considering Vilgax is in "protective dad" mode constantly now that Ben is alive, of course he wouldn't leave Ben defenseless. So now, Ben (or rather, this Ben) has drone powers!

You may have not noticed, but I tried to make Ben more impatient and quick to anger in this chapter without the Omnitrix, wanting it at all costs, trying to take it from Gwen forcefully and manipulating her into wanting to give it back instead of keeping it. Considering who his dad is, the saying "the apple never falls far from the tree" is appropriate.

I also intend to do more special chapters like these in the future. Until next time, Heato out!