It was a beautiful day at the beach. There were two kids playing with a volleyball one was a boy and the other was a girl. Then soon the volleyball hit Kevin in the head. The kids walked up to Kevin.

"Hey, can we have our ball back?" asked the boy

"Sure, kid." said Kevin. He reached for the volleyball and accidently popped it. "Here you go." and tossed it to the boy. The boy walked away as the girls stick her tongue out at Kevin before she left.

"Nice Kevin! What's next kicking puppies?" asked Star

"This little outing was Ben's idea."

"Come on Kevin! You got to lighten up." said Ben

"No one's the boss of me, Tennyson. Remember that."

"Please, lighten up, Kevin." said Gwen

"Okay, Gwen." Then both Ben and Star started to chuckle. "What? What are you two thinking?"

"I'm not thinking anything." said Ben

"Me neither." said Star

"I can vouch for that. Hey, anybody want to get me a bottle of water?" asked Gwen

"Can you get me one as well?" asked Star

Both Ben and Kevin looked at each other. "Rock, paper, scissors?" asked Ben. Ben and Kevin played the game. Kevin through out paper and Ben through down scissors. Then people started to scream. They saw a rock creature come out of the water and made it was to shore. Gwen put up an energy shield to stop the creature. But it just walked right through it.

"That's new." said Gwen. Then both Gwen and Star started to fire at the creature. Gwen blasts had no effect on the creature. But Star's were working. The creature started to deflect the blasts from Star and one hit Kevin's I.D. mask. His discuses disappeared and he took of the I.D. mask.

"Great." said Kevin

"Sorry." said Star

Ben activate the omnitrix and hit it. "Goop? I was going for Cannonbolt!" said Ben. Kevin morphed his hands and started to hit the creature. Then creature picked Kevin and slammed him on the ground. Ben flow up into the air and splatted on the creature's back. Ben started to us his acid to hurt the creature.

"Ben get clear - now!" said both Star and Gwen

"Why is that?" Then Ben turned his head and saw a vortex. "Oh! I see why!" Ben got of the creatures back. Then the creature was sucked into the vortex. Ben then turned back to normal. "Magic vortex - nice work, Gwen."

"It's wasn't me." said Gwen

"Well then, good work, Star."

"It wasn't me either." said Star

They walked over to Kevin. He started to get up form the ground. The boy came up to him. "What are you looking at?" asked Kevin

"It's okay. I totally get why you busted my beach ball. You're a superhero who's really a monster. Guys like you are always mean." said the boy before he walked away.

"Why, you!" Kevin was about to go after the kid. But Gwen stopped him

"It's okay, Kevin. It's okay." said Gwen

"No, its not!"

"I don't know how to help you."

"Why is that a surprise? You don't know how to do anything."

"Oh, he did not just say that." Star whispered to Ben

"What did you say?!" said Gwen a little angry

"I didn't ask you for any help." said Kevin also angry. Then Kevin started to leave. "I'm gonna go fix my I.D. mask."

Later that night Ben, Star and Gwen were seating outside of Gwen's house.

"This is ridiculous. I should never be listen to you two. I should be helping Kevin cope with what's happen to him." said Gwen

"I don't think he needs you right now." said Star

"What do you mean by that?" Gwen asked in a little angry tone

"My mom told me. That you should be there him when he needs you."

"Wow - can't argue that logic." Gwen said sarcastically

"I think Star means is that. At the end it will be Kevin up to him when he decides to cope with it." said Ben

"I see what you mean now." said Gwen

Kevin was on the beach with a blank stare. Charmcaster was there with a few rock creatures as well.

"Your mind is a blank." said Charmcaster

"Totally." said Kevin in a robotic tone.

"You will bring Gwen Tennyson to the planetarium at midnight." Kevin nodded his head. "Taking her boyfriend was just the warm-up. There, I will use the full power of concentrated moonlight, siphoned through a mystical field, to steal her very essence. By the time I'm done, there will be nothing left of her."

"She probably won't show up when I tell her that."

"Don't tell her, you simpleton!"

"Hey, give me a break. My mind's a blank."

Charmcaster grunted in anger. "Just bring her. Talk her into it. Make an excuse. Force her, if you have to. Here..." Charmcaster snapped her fingers and a neckless appeared around Kevin's neck.

"And if Ben and Star tries to stop me?"

"Destroy them."

"'Kay."Then Kevin started to walk away.

With Ben, Star and Gwen.

"Trust us, Gwen. Give him some time on his own, and he'll feel better." said Ben

Maybe you two are right. I'll see you two tomorrow." said Gwen

"See ya." said both Ben and Star

As Gwen was going into her house Kevin pulled up in his car. He got up to the car and walked up to Ben, Star and Gwen.

"Couldn't fix the I.D. mask?" asked Gwen noticing he wasn't wearing it.

"I don't need it." said Kevin in a strange tone

"Star I think there is something wrong with Kevin." Ben whispered to Star

"Gwen, you should come with me."

"Yeah, there is." Star whispered back to Ben.

"What? Why?" asked Gwen

"We could... go out to a stock-car race." said Kevin

"I don't like racing. Either way I have to hit the books." Gwen started to head back into the house. But Kevin grabbed her arm.

"I meant to say, we should go on patrol, you and me."

"Since when do we go on patrol?"

Ben and Star nodded there heads.

"We should patrol together." said Ben

"You need to come with me now. We're going to the planetarium." said Kevin. He started to take Gwen to the car. Then Ben and Star got in front of Kevin.

"Can we come?" asked Ben

"I would like to see the planetarium." said Star

Then Kevin picked up Ben and tossed him to the side. Star quickly pulled out her wand and blasted Kevin. Kevin was blasted so hard he let Gwen go. Gwen came to Star. Kevin then got up and started to walk towards Gwen. "We're going to the planetarium. Have to be there by midnight." said Kevin

"Kevin, I don't want to hurt you!" said Gwen

"That makes one of us. Time for Humongousaur!" said Ben as he activated the omnitrix then he hit it. Then Ben saw who he turned into a different alien. "Diamondhead? I can work with this." Kevin was still heading towards Gwen. Then Ben made a crystal in front of him. That got Kevin's attention. Kevin's hands changed and Ben made on of his hands into a shield. Gwen then but a shield to stop Kevin. But Kevin just ran right through it.

"Huh? Now he's running through my shields? What's going on?" asked Gwen

Kevin and Ben started to trade blows. "Is that all you got?" said Ben. Kevin hit Benn sending him back. Ben sprouted crystal from the ground to knock Kevin down. Ben jumped of the crystal. Kevin dodged Ben. He found himself crash in the ground. Kevin picked Ben up. Kevin was about to finish Ben. Then Star blasted Kevin sending him flying back into the crystal. As Kevin was getting up Ben covered Kevin in crystal. The neckless that Kevin was wearing started to glow and he soon broke free. "There is plenty more where..." Then Ben turned back to normal. "This is not good." Kevin then picked up Ben.

"Ben, get that charm he's wearing his neck." Ben quickly grabbed it and got out of Kevin's grasps. Then Gwen fired a blast and trapped him onto a tree.

"Um... someone want to fill me on why I'm pinned to a tree?" asked Kevin

Gwen let Kevin go and they can talked it over to get information.

"Her name was Caroline?" asked Ben

"Yeah, silver-haired girl - had magical powers." said Kevin

"Charmcaster - It has to be." said Gwen

"Who's Charmcaster?" asked Star

"She's a person we use to fight when Gwen and I were kids. And by the look like it she's obviously looking for some payback. Do you remember anything else?" asked Ben

"I remember, we were talking." said Kevin

"About what?" asked Gwen

"Stuff, you know. It's all kind of blurry after she kissed me."

"She kissed you?" Gwen asked with a hint of anger in her tone

"Yeah. I didn't mean to tell you that part."

"Really?" Gwen walked over to the passenger side of the car.

"That was a dumb thing to say." said Ben

"Can't argue with you there." said Kevin

"She wanted me at the planetarium at midnight." said Gwen

"Yeah. So?"

"So let's be there."

"It's got to be a trap." said Star

"Bring it on."

They got into Kevin's car and started to drive to the planetarium.

"It's not like I was kissing her...much. It was like 80% her kissing me." said Kevin as the pulled into the planetarium.

"You really need to be quiet now." said Gwen. They exited the car. Then the doors of the planetarium burst open as two rock creatures came out. Gwen fired a few blast at the creatures. But it had no effect. "She's got them charmed against me. My power is the substance of magic She's ready for anything I've got." One of the creatures attacked. They dodged the attack. Gwen made stairs and walked over the creatures. Kevin started to attack the creature that attacked them. Ben went for the omnitrix and noticed it light was flashing red. The second creature was about to attack Ben. Then Star blasted the creature. Gwen ran into planetarium.

"Oh no, the omnitrix is on the fritz!" said Ben

Kevin continued to battled the rock creature he was fighting. And Ben and Star worked to together to fight the other one. Ben lured the creature as Star lined up a shot on the creature. Star fired taking off the creatures head. The two of them noticed a purple light from the planetarium. "That doesn't look good." said Star. Then the rock creature pick up his head and put it back on his body.

"Look out!" Ben said once he saw the creature was alright. They were prepared to battle the creature when Charmcaster appeared.

"Leave them, you useless piles of rock. They no longer matter." said Charmcaster. The creatures stopped and went to Charmcaster.

"Where's Gwen?!" said Kevin

"She's all yours. You're perfect for each other. All of you powersless to stop me." Then she laughed evilly as she and the creatures disappeared.

Ben, Star and Kevin went into the planetarium. They soon found Gwen. She was starting to get up off the ground. "You okay?" asked Ben as they got to her.

"She stole all my power. How do you think I am?"

"Okay, your weak." said Star

"I deserve this. I was to angry."

"I can see how she would make you..." said Kevin

"I was angry with you!"

"Wait. Me?"

"No! Okay, yes, a little. I mean, why were you even hanging out with her?"

"Because I thought she liked me."

"And I don't?"

"If you like me so much, how come you haven't bothered to find a way to change me back?"

"Dude, stop talking!" said Ben

But Kevin didn't hear Ben. "After all, as long as I'm a monster, no other girl would want me, right?"

"Stop talking Kevin!" said Star

Gwen put her hand on her face. "We are not having this conversation. We're going after Charmcaster. I have a plan." said Gwen

"Hold up. How do we know..." said Kevin

"Kevin, let's go." said Ben

Ben, Star and Gwen started to leave the planetarium. "I don't think so - no this time." Kevin said to himself.

Ben, Star and Gwen were at Mr. Smoothy.

Ben and Star both finished another smoothie.

"How can you two keep all those smoothies down?" asked Gwen

"Years of practice." said Ben

"And I had some weirder stuff before." said Star

Then there was a flash of purple light. "Well enjoy it. It's your last." said Charmcaster as she, Kevin and two rock creatures appeared. Charmcaster eyes glowed purple. She saw that Gwen didn't have no magic. But Star was a different story. "Wait! Gwen doesn't have any power left!"

"Oh, yeah. I was lying."

"Well, I'm telling the truth. I'm going to destroy you all! And then take Blondie's magic. Oktoom!" Charmcaster blasted a truck. This made the car turn on and drove at Kevin. Kevin stretched out his hands. Kevin was getting pushed back by the truck.

"Kevin!" said Ben

"And that's not all. Oktoom eradico!" Charmcaster blasted the Mr. Smoothy sign. Then a giant Mr. Smoothy mascot came to life.

Ben activated the omnitrix and hit it. "Upchuck! I got this!" Ben charged towards the smoothie. Gwen and Star each dodged a rock creature that attack them. The Smoothie fired something at Ben. He ate it and fired a energy back at the smoothie. Ben jumped up on to of the smoothie and started to drink it. Kevin tried to stop the truck because they were heading towards a building. Gwen and Star were running away from the creatures. Star jump over the creature that was chasing her and blasted it into the other. Star soon joined Gwen.

"Oh, you two are useless!"

"You're the one who's useless, Charmcaster." said Star

"Yeah, can't even take on one powerless girl. Come on - hand to hand, no powers, just us." said Gwen as she took a fighting stance. "Or are you afraid?"

"Oh, right. And now I get all angry and slug it out with you, and you knock me out cold with your karate. So how about instead I just steal Blondie's magic and then shut you up forever?!" said Charmcaster. Then fired a blast at Star. But Gwen got in front of it at the last second. "It looks like I'm going to take care of you first then."

"Reverto maeus opsmihi!" Then fired a blast and hit Charmcaster. Then energy started to leave Charmcaster and enter Gwen. "I still have your old spell book."

"No! You can't take the power back. It's impossible! I crushed you!"

"Your problem is that magic is the only thing you're about. But for me magic is only one aspect of who I am." Then the energy stop flowing.

"Get them, you useless piles of rock!" The creatures started to charge towards Star and Gwen. Star got ready for battle. But Gwen fired a beam and opened a vortex.

"You're also not the only one who can conjure up dimensional vortexes."

Then the creatures were sucked in and soon was Charmcaster as well was pulled towards it as well. One of the creatures grabbed a pole as the other was sucked in. Charmcaster grabbed the creatures leg to stop from going into the vortex. "Help me! Help me, you brainless boob! Don't let go, you useless lump!" Then the creature let go of the pole "You did that on purpose!" Charmcaster and the creature where sent into the vortex. Then to vortex closed.

"I got to learn that spell. And thanks for the save there." said Star

Then the car that was pushing Kevin stopped. Kevin pushed it back where it was before. Then he walked over to Gwen and Star. "Good timing. That truck was really giving me problems. It was kind of humiliating." said Kevin. Then Ben accidently vomit on to Kevin. "Obviously, just a warm-up for this humiliation." Then Ben turned back to normal.

Later that night Ben, Star and Kevin were at the beach. Kevin started to come out of the water all clean. He walked up on the beach.

"Good idea, Tennyson." said Kevin

"It's the fastest way to get cleaned off. I'm involved in a lot of spills." said Ben

"Where's Gwen?"

"She went home. You hurt her pretty bad." said Star

"I hurt her? I'm the one who looks like this, and she hasn't done a thing about it."

"You are a giant, rock-faced jerk!" said Ben and Star

"Yeah, whatever."

"Not "whatever." She's spending ever spare moment going through every magic book she can find to try to help you." said Ben

"She even went through mine." said Star

"She's been doing it since the accident."

Kevin face change to one of shock once he heard that. "She...she never told me." said Kevin still a little stunned

"Should she have had to?" asked Star