After Ben's encounter with his cousin and longtime enemy, they freed the frozen police officers and left before they could fully become conscious. So, they all assumed the officers just woke up in the middle of nowhere with no memories from the past twenty-four hours, as Gwen had used a convenient spell that should have wiped their memories clean. They had then left the Texas country fields and made their way over to Ben's temporary base. However, Ben had decided to let Alan go home and pack up some of his stuff so he could have clothes and other necessities.

So, it was just Ben, Gwen, and Kevin.

As they walked inside, they looked around, confused as they thought the place would be more prominent. However, Ben saw that coming and turned to them with his suit still covering his entire body, including the Omnitrix.

"I was going to upgrade and upsize the place," he stated, earning looks.

"How? There are other buildings surrounding this place." Gwen stated, and Kevin silently shook his head.

"No, there isn't, Gwen," Kevin told her, prompting her to look at him confusedly. "It's a piece of alien tech that masks a set area and pulses a large illusion field around it, allowing the user to make up whatever they like," Kevin explained before he shot Ben a look. "I'm assuming there isn't around here for another hundred blocks."

Ben nodded. "A hundred and fifty," he answered to be exact. "Upgrading this place is quite easy, but I never found a reason to do so. Well… that was until now."

Before anyone could say anything else, a large green flash erupted around Ben's form.

Once the light died, they saw Upgrade standing in Ben's place.

Once again, before they could ask any questions, Upgrade shrunk before he morphed himself into a circular piece of green and black substance and rapidly enlarged.

Within a second, he had encompassed the entire room, and that caused both Kevin and Gwen to close their eyes as everything went black for them. However, they saw themselves staring at a vast building looking in once they opened it.

The building was large, around six stories tall. It looked to be entirely composed of stone. It was square in shape, and in the center of the roof of the place rested a large pole-like structure that held a glass elevator that led upwards into another building around sixty floors. Up there, the building was essentially circular, and the green Plumber insignia glowed brightly in the center. Although, he wasn't utilizing the Plumber insignia itself, but rather the symbol of his Omnitrix.

"Wow…" Gwen mumbled, and Kevin grinned.

"Badass!" He cried 'manly' as he stared at the giant tower connected to the stone building.

Upgrade came from the floor and formed utterly, although he looked much smaller and only appeared three feet tall. He also appeared to be sweating profusely; honestly, Gwen didn't even think Upgrade could sweat.

"I won't be able to do that again for a while," he mumbled as he took a few deep breaths.

"What's wrong?" Gwen inquired as she looked at her transformed cousin with worry.

"I merged my very being and formed matter with it. Hence how I made a building not entirely made out of tech." Upgrade explained. "I had to use my very being to form it," he explained further before transforming back.

"Oh…" she mumbled, clearly not expecting such an answer.

Ben looked down at Gwen's arm suddenly and noticed something. "So, you got the Charms of Bezel back."

Gwen looked at her arm and smiled. "Yeah, after graduating high school, I ran into Hex, and he found a way to re-forge them, better than ever. However, Grandpa and I were able to stop him a while later, and I was given a choice to keep them or destroy them. Like I did before. But I decided to keep them, and ever since, I've been practicing with them and began helping around Bellwood. You know, doing small work, like stopping bank robberies and stuff like that."

"I go by Gwendolyn now, by the way," she added afterward.

Ben nodded slowly, smiling inside. "Well then… Gwendolyn," he started, testing the name as it rolled off his tongue, and his smile grew. "I'm happy for you. Seems like you. I was worried that you would blame yourself after the incident."

Gwendolyn sighed at hearing that, "In the beginning, I did. After meeting someone a few years ago, she told me to stop living in regret and live freely. Ever since then, I've been training in magic and martial arts. I even graduated college years early."

"I always knew you'd become a nerd." Ben tried joking, feeling some of that old spark that he had long since discarded… long, long ago.

Gwendolyn giggled slightly at the nostalgic, cocky, and taunting reply. "Even though I can't see you, I know you're smiling. I can hear it in your voice," she said, a warm smile touching her lips.

Ben blushed a tiny bit, and Kevin groaned.

"For the love of- just kiss already!" He yelled as he threw his hands up, oddly dramatic and comical, and stomped out of the facility. Kevin didn't care what he had to say to give himself an excuse to leave. He wasn't one for all the touchy feelings.

The two blushed. However, after a few moments of silence, Gwendolyn spoke once more, being a little more hesitant.

"Why—why do you wear that mask or helmet all the time?" Gwendolyn inquired confusedly.

"Sorry, it's just hard, ya know?" He asked, slightly ashamed at being, in his mind, a coward. At seeing her unrelenting confused, yet curious face, he continued grudgingly. "It's just hard to trust again."

"It's not that I don't trust you; it's just my subconscious and my instincts telling me not to. And since my instincts have saved my life thousands of times over the past years, I've gotten to a point where I don't even question them. But now, when I'm not fighting for my life twenty-four-seven, it's been hard to adjust to trying to live normally. And frankly, I can't do it. I can't stand the impulses. I walk down the street, and all I see are potential threats everywhere I go.

Gwendolyn stared at him and looked down, once again guilty for making him feel that way. Ben saw that and walked up to her, placing a hand on her shoulder, earning a look.

"I don't blame you; I don't blame anyone." He shook his head. "I chose to stay in the Null Void myself. No one else forced me to stay." And with that, Ben walked away, leaving Gwendolyn alone to think about their conversation.


It had been a few weeks since he met up with his cousin, whom he hadn't seen in ten years.

Over that time, Gwendolyn had frankly gotten sick of his quiet, antisocial personality and made it her mission to get him out of whatever rut he was in. However, it was much more challenging than she thought it would be. Though, she was successful, as she managed to get him to talk more, hang around and be at least somewhat normal. Even though he knew he wasn't. He didn't pretend to be the same Ben Tennyson as he was before he went into the Null Void, and for that, Gwendolyn was privately grateful.

So, they spoke regularly and talked about all kinds of different stuff.

However, as they talked, Gwendolyn started leaving subtle hints of something Ben couldn't quite understand.

At first, it started with her touching him every chance she got. It wasn't weird or anything, but more like glancing touches and such, but it never went over that. Then, she started winking at him at random times, and all of a sudden, at seemingly random times, she would suddenly blush and act awkward at weird times when they were just talking. Ben didn't know why she did that, so he shrugged it off and ignored it as he had no experience whatsoever with romance or anything of the sort, leaving Gwendolyn completely frustrated.

However, that finally led to Ben, Kevin, and Gwendolyn gathering in a room they sat around a small circular table. Gwendolyn had a severe yet worried look, and Kevin looked as impassive as always. However, Ben remained still, and no one knew what he was doing, as he still had his suit on, which he refused to take off for whatever reason.

"I'm telling you; I just want to see if Ken's all right," Gwendolyn stated with a heavy sigh. Kevin shot her a look and nodded.

"Okay, you want all of us to go make sure your brother's okay?" Kevin asked confusedly, wondering why she was so worried. " I thought you two were busy looking for your grandfather."

Gwendolyn nodded, "He just got out for Spring Break, and he hasn't called, nor was he at home at all. I tried calling my parents, but they said they hadn't seen him," Gwendolyn explained. "With these DNAliens everywhere, I don't want to take any chances."

"And you don't have any spells that could track or find him?" He didn't know who Ken was, but he sounded like someone special to Gwendolyn, and she sounded honestly concerned. Gwendolyn shook her head.

"No, I don't." She shook her head. "I've been looking and haven't found any search and retrieval spells. I even searched the spell book that Charmcaster gave to me."

"Wait," Ben interrupted, causing them to look at him. "Charmcaster? The same crazy witch who nearly killed both of us half a dozen times over? That same Charmcaster?" He asked, wanting to make his memory was serving him right.

Gwendolyn sighed but nodded. "Why would she, of all people, give you something that belonged to her?"

"It's because we're friends," Gwendolyn stated. Ben's eyes widened. Knowing that Ben didn't believe her, she explained. "A few years ago, Charmcaster had grown some after getting beaten by Hex again, and she ran away. She didn't have any friends then, and the only person who could have helped her was me. So, against her pride and, at the time, hatred for me, she sought me out. Ever since then, we've been best friends for years."

Ben stared at her for what seemed like hours before he gave a small sigh. "So, she's changed then?"

"Yeah," Gwendolyn answered after a few moments with a confident look in her green eyes.

"Okay…" Ben nodded, wrapping his head around that Charmcaster, who hated Gwen more than anything in the world, had actually befriended her. "So, you want to look for your brother, Ken. Right?" He asked, earning a nod from Gwendolyn. "Okay, we'll look for him."

And with that, Ben stood up, prompting everyone to do so. "Okay, first things first." He started, getting nods all around. "Where was he supposed to go for Spring Break?"

"Before that," Gwendolyn started. "He called before and said his car broke down in a town named Santa Mira."

Kevin nodded, "Then that's the first place we'll look," he said with finality, earning nods all around. "Let's pack up. We'll go in my car."

Ben looked at him, "You have a car?"

"Yeah…" Kevin led off, wondering where Tennyson was going with this.

"Why do you need a car?" Ben asked, his tone bordering on incredulousness. "You can fly faster than the speed of sound in your sleep."

"Hey!" Kevin muttered, affronted. "A guy can't have a hobby?"

"You're a moron, Kevin," Gwendolyn muttered as she shook her head, shooting a dry look over at the Osmosian.

Ignoring the indignant 'Hey!', Ben and Gwendolyn stood up and started walking away. Kevin pouted somewhat before standing up and quickly jogged over to catch up.

As they left the building, they stood outside and looked around, all unbothered as pouring rain fell upon them.

"I don't see a car, Kevin," Gwendolyn stated with a slight teasing smirk. Kevin shot her a dirty look before he smirked arrogantly.

"Watch and learn, sweet cheeks," he chuckled before he took a small spherical device out of his pocket and underhand threw it forward.

Everyone watched as the small, green, and black layered device bounced on the ground before it started rapidly morphing in shape until it formed a green and black painted Dodge Charger SXT.

"I don't know what I expected," Gwendolyn muttered before she walked forward and opened the car, and got in the front seat.

As Ben walked forward, he stopped suddenly when he felt a hand grasp his shoulder. "Do you even think about getting in my car that suit, Tennyson? You're like seven feet tall in that thing. You'll tear my leather seats."

Ben shot him a dirty look, though it didn't matter as his face was covered. Although, Kevin could guess that he was shooting him one.

Ben shook his head before the helmet part of his suit retracted back into the collar part, leaving his head out for view. His entire suit started rapidly shrinking until it was no more and wholly dissolved into his body. Kevin watched the whole process happen and couldn't help but look impressed.

He now wore a green military jacket over a black t-shirt and a dark blue, long-sleeve shirt that was left completely unbuttoned. Furthermore, he wore a pair of jeans and hiking boots.

He shot Kevin one last dirty look and entered the car.

"You are so getting me one," he muttered as he watched the entire process of the suit synching back into his body, leaving no trace of the highly durable and self-concealing body suit.

"Dream on, Levin." Ben shook his head before he opened the back-seat door and got in.

"Ah, c'mon!" Kevin whined as he looked at Ben through the tinted window. "Not even one?"

All he got was a blank-eyed stare, and he finally gave up with a depressing sigh. Jogging over, Kevin slipped inside the driver's seat, and once he got in, the car immediately started.

"So… about that suit-,"

"No, Kevin."

"Awww~"

After driving for about two hours, they passed a large sign.

"Welcome to Santa Mira…" Kevin led off as he stared at it. "Well don't I feel welcome," he muttered as he stared at a depressed-looking town with no one in sight. It was pitch black out, heavy rain poured down, and there wasn't a single living person in sight.

"Hate to agree with you, but I can't help it," Ben admitted and spoke for one of the first times since they had started driving. He had to admit, the place did seem bare, and he had to wonder why a college student would want to spend their spring break here. It just didn't seem right. "Say, what is this brother of yours like anyway?"

Gwendolyn looked at him from the mirror and responded, "he's a pretty cool guy, loyal and outgoing. He's always the loudest guy in the room.

Ben nodded slowly, processing the simple description. "If he was such a cool guy, why spend his spring break here, of all places? Why not spend it in Miami or LA?" Gwendolyn rolled her eyes slightly before responding.

"Oh, give him a break. He didn't have a choice where the Awesome Mobile would break down." Pure silence followed after that, and Gwendolyn could hear the barely restrained laughter from Kevin as he looked ready to combust from laughter. Seeing that, she looked at him with an annoyed expression.

"The… The Awesome Mobile." Kevin chuckled as he raised his hands and acted like he made a rainbow with them. "I may not have been on Earth for a while, but I don't think anything like that was in style back then. Hell, I'm pretty sure you would have gotten shot for naming your car that in the Bronx."

"You're intolerable," Gwendolyn huffed, although there was no real bite in her tone, as she somewhat agreed with Kevin that the name was a little childish.

Ben eyed them with reserved amusement.

"Okay, so we find the car and link it back to Ken," Kevin stated easily. "You said it broke down, right? Let's stop by all the mechanic shops in town. We if the car, we find Ken, and then I can go home so I can finish that Seinfeld marathon."

Gwendolyn huffed. Ever since they picked up a flatscreen at the local Mega Mart, Kevin had clued himself in front of it. Last week it was the Walking Dead, now it was Seinfeld.

"It shouldn't take us too long," she mused. "After all, how many garages can a town like this have?"


"You just had to say that… didn't you?"

"Oh hush."

"No, seriously. 'After all, how many garages can a town like this have?'" Kevin recited in his best Gwendolyn voice while adding a tone of naivety into it, earning a smack up the head by the woman in mention.

"If you two are finished bickering like children," Ben stated as he stared through a window. "I think I found his car. Or at least, one that matches the description you gave me."

Gwendolyn looked at him before she went to the widow and peered right through it. After a few seconds, she nodded and moved back. "Yup, that's it."

"Fantastic, " Ben said from right near the door and, without effort, ripped the doorknob off the door and lightly pushed the door open. He then chucked the piece of brass to the side and into the bushes without care. "C'mon, let's finish this frog and pony show."

"With pleasure," Kevin breathed as he followed Ben inside while having Gwendolyn trail behind him. However, he cracked a teasing grin at the redhead once he saw Ken's car.

"Cool car for such a cool guy." He chortled as he jerked his head to the side, motioning to the car.

"Leave the car alone, Kevin," Gwendolyn said calmly. "Not everyone can afford alien tech cars that cost more than a few million dollars."

Kevin blinked at her casual and calm rebuttal. "Sure, okay."

Ben then walked over to the car, unhooked the hood, and looked inside. Immediately his gaze was captured by a small, pink and black piece of tech attached to the transmission. He reached down, plucked the tech off it, held it in his palm, and stared at it for a few seconds.

"A mini EMP grenade," he muttered before he looked over at Kevin, who was searching through the car. "Hey, Levin!"

"Yeah?" He asked back without looking up from what he was doing, not interested in what Tennyson was about to say.

"You want a few grand?" Ben asked, and Kevin's head snapped up, nearly hitting the car's roof.

"Say what- oh sure, gimmie," Levin said eagerly once he recognized the device.

With a bored chuck, Ben tossed it over to him, and he caught it with his ease and pocketed it.

They continued searching the car for a few more minutes until Ben and Kevin heard footsteps coming from the front door, and another crack of lightning echoed through the air, reverberating through the entire room.

"Mind tellin' me why you folks are in my garage?" A man questioned in a low, high-pitched southern accent.

The trio turned around and stared at the two newcomers. The one to the left was a decently tall, middle-aged man with green eyes. He wore a green shirt and black pants along with beige overalls. He also wore a red hat and black sneakers.

The one to the right was a slightly shorter man, around five foot nine inches tall. He wore a grey colored t-shirt, blue denim jeans, brown sneakers, and a red open jacket with his presumed name on the chest part, right over his heart. He was carrying a small, Styrofoam lunchbox, and as the one with green eyes started walking forward, he placed the box down at his feet.

"Ya want I should call the sheriff?" The man in the red jacket asked with a tone that screamed barely concealed insanity.

Ben stared forward at them with some amusement. "You really think you two dipshits intimidate me? Please, get a life and go to a dentist, or else someone might start mistaking your mouth for a traffic light."

The man with the overalls just cackled slightly, enjoying the taunt that was told to his partner. "He got ya there, Shin."

Now, Ben's eyes narrowed. He read the name tag on the shirt of one whom he insulted.

Shin? His name's Shem. DNAliens…

The two walked forward, their grins becoming nothing short of insane. However, they were blindsided by the arm metal arm and were knocked out soundly.

Gwendolyn looked at Kevin, and just as she was about to speak, Kevin spoke.

"DNAliens," Kevin stated, and Gwendolyn looked at him in surprise before she aimed her right hand at them, and the Charms of Bezel glowed to life.

Immediately, her eyes shone with a pure silver/golden shine, and the two humans suddenly glowed. Then, their appearances drastically changed to that of small humanoid bodies with beige coloring and large black hands with gloved fingers.

At the bottom of their stomachs rested what looked like their internal organs that went straight up their gruesome head. It was purple, and in the center of them rested a black-outlined, green eye with large red pupils, and above that was their exposed brains. Overall, they looked like gruesome creatures.

"I expected so." Ben nodded.

"So, what now?" Gwendolyn questioned as she stared down at the downed aliens.

Ben answered immediately. "That's easy; we torture the information out of them and find out where your brother is."

Gwendolyn looked affronted by the idea of torturing something and vocalized it. "You can't be serious, Ben! Those are living beings!" She shouted angrily at him. However, Ben looked utterly unfazed.

"You want your brother back? Yeah, well, they have him, and tell me, Gwendolyn, do you want to be blamed for what might happen to him if we don't get that information?" He asked his tone calm as ever. She looked ready to retort, but Ben continued. "The world doesn't care, nor does it revolve around your moral compass. They wouldn't hesitate to do the same to you if the situations were reversed. The world is much darker than you think and it doesn't revolve around your beliefs."

Gwendolyn looked down for a few seconds before she looked at Ben with an impassive glare. "You've changed, Ben."

"Yes, I have," he agreed. "Things grow, change and evolve. I may not be the same person I was, but I care for you, Gwen. More than you can imagine, and I won't see you hurt because you can't stomach the idea of doing what has to be done. You said you wanted your brother back? Yeah, well, I'm doing everything in my power to make that happen."

With that, Ben turned heel, roughly yanked them both up by their arms, and dragged them outside. He left Gwendolyn and Kevin there, processing just what happened.

After a few moments, Gwendolyn turned to Kevin and spoke with concern and confusion. "You've been around him. You know, in the Null Void," she started, her tone laced with uncertainty.

Kevin looked at her, wondering what she was getting at.

"Has… has he always been like this?"

Kevin stared at her before he shrugged his shoulders. "I don't know. We didn't talk much. We mostly fought. That's it. I changed. I did what I had to do to keep breathing. I don't know him. I can't imagine that he hasn't done shit to keep livin', either.

Hearing that, Gwendolyn sighed miserably, old guilt returning. "I-I just wish I could have been there for him."

Kevin spared her another glance, "Yeah, and I'm sure some others do as well. But, that's in the past. We're in the present. Stop mourning and learn to move on. Ben and I learned that lesson a long time ago. It's time for you to learn it as well." With that, Kevin left the room to get some air and much-needed privacy.

Gwendolyn watched him leave and sighed, wondering what to do.


"Look, I told you! I don't know where my grandfather is!" A voice shouted, laced with fear, anxiety, and anxiousness.

In the center of a room sat a young man, around twenty-five years old. He had auburn hair and green eyes. He had a slim figure, showing that he wasn't all that athletic. He wore brown pants, a white t-shirt, and an open blue jacket.

"And I believe you," a voice answered in stride, speaking in a nasally voice.

The young man blinked before he spoke slowly, "W-who… who are you people? Who are you?" He asked anxiously, as not only did the appearance of the person thing in front of him freaked him out, but the thing was strong as hell. It practically manhandled him without any effort, and he was a grown man!

"I'm glad you asked, Ken!" The creature spurred with a louder, more excited tone. "I really think the best way to get to know someone-," it stopped momentarily as it reached over into a Styrofoam lunch box and pulled out a small creature that resembled itself largely. Only smaller and way more compact. "-is to walk a mile in their shoes!"

Ken shivered in fear as he stared at that thing that rested in the creature's large, clawed hand. "A-And what is that? What is that thing?!"

If the creature had a human mouth, Ken would have recognized the largest, most malicious, and hungry smirk ever grace its face.

"My shoes…"

Desperate screams of pain followed, the voice becoming deeper, raspier, and even sicker as the cry went on. However, as it ended, a body fell to the ground in a clump, the noise echoing through the room, through the half-open door, and into the hallway.


Within minutes, they screamed. Ben was not afraid of how long it would take them to speak. They were cowards, the two of them. They screamed for mercy before he brandished grislier methods. Those proved useful in helpful Void. Their cries of leniency were followed by a promise of, "Tell me what you know, and you live."

And they did. They screamed tales of kidnapping Ken Tennyson to lead one Max Tennyson to the Hatchery. It was a borrowed building where they grew their parasites, they told him eagerly. Ben recognized their schemes. It was simple yet effective. He would have praised them for their ingenuity, but these plans were not their own. No, he figured not. They were lowly servants. They had as much to do with those plans as they did influencing the flow of time itself.

His promise went unfulfilled.

Soon, they abandoned the garage and set course to this Hatchery. He explained his findings to them, purposefully omitting his methods of obtaining such information. Kevin was stomach was long since braced by hardships. As had Ben's own. Gwendolyn was still innocent in comparison to them. Ben wanted to keep it that way.

They drove quite far. Their destination was across town, according to Kevin's GPS. The silence that descended made it seem all the more lengthy. Kevin did not seem to mind. Ben was an old hand at silence. He preferred quietness. Kevin enjoyed music. He listened to it constantly. Even now, he donned an earbud in his non-dominant ear.

Ben supposed he liked music, too. He couldn't, not for the life of him, remember what kind he appreciated before his transition. It did not matter, he decided. Those days were over. It was pointless to reminisce, he told himself, fruitless as it was. Now, he enjoyed classical music. Orchestral and violin pieces were charming to the ear.

The trio exited the car and sprinted through the front gate, which had a large hole, allowing them easier access to this Hatchery.

As they stopped, they all knew they had to enter the place without getting caught or risk Ken getting killed. So, Kevin walked forward and looked down at the green water before them.

"We have to, don't we?" He mumbled, not happy at all.

Ben ignored him and looked off to the right. "Weather machine." He noted, causing everyone to look to the right, and indeed, there was one of those weather machines that they had destroyed some time ago. "So, they are capable of mass-producing them."

"It would seem so," Kevin muttered before looking at the green water. "So, we're going to swim through?"

"Yup," Gwendolyn muttered with a false cheer. She then walked forward, cleared the small wall blocking the green water, and began trudging through it. Kevin soon followed suit, but he first touched the concrete below and fully encased himself so that he wouldn't get any liquid on his clothes or skin.

Ben had then transformed into one of his best aquatic aliens.

In his place was a tall, a somewhat tall grey scaled alien. His skin or scales were completely grey/green in color, and he wore black-like clothing that covered his crotch completely and over his left shoulder, the same material as the white, black, and grey Omnitrix symbol. It also had a large mouth with large shark-like teeth that bared down each other and were completely visible. Pearl-colored eyes and an eight-inch-long appendage with a glowing orb at the end of it on his forehead. Around his neck were fish gills that allowed him to breathe underwater. Below his elbows were green fins that presumably helped him swim. His hands were webbed together like frog legs, and his fingers were claw-like and looked extremely sharp. His feet were duel-edged and held webbing in between them.

"Are we ready?" Ripjaws asked in his usual, deep, gasping voice.

Kevin and Gwen nodded their heads, and Ripjaws walked straight into the water, and they began trudging along, occasionally looking around to ensure they weren't being watched. However, after a few minutes, Gwendolyn looked at Ripjaws weirdly.

"I thought you couldn't breathe outside of water?" She asked seriously.

Ripjaws spared her a glance before he spoke. "I can't. But I've learned to survive a lot longer without it. At the moment, I can go around forty minutes without water."

After a few moments, they got to a fence blocking any further entry, and Gwendolyn spoke up. "Looks like we have to swim further."

They all nodded before dipping underneath the surface, all swimming through the green liquid efficiently, especially Ripjaws.

However, Gwendolyn and Kevin did have somewhat of a troubled time seeing through the oddly stagnant water. But, Ripjaws had no such problem, as his species were used to swimming through such polluted and thick water. It was easier for him to swim through polluted waters than clean waters.

They all rose through the water, each looking utterly calm as they did so. Although, Gwendolyn just released a small burst of magical energy to get some of the water off her face so she could see better.

"Ah… nice and wet," Ripjaws muttered, as he generally enjoyed the water and as when he was Ripjaws, he hated being out of it. It was always uncomfortable. But he learned to get used to it, he supposed.

Gwendolyn walked ahead, her eyes scanning across the water, but she froze slightly, and her eyes widened when she felt something slippery jolt past her leg. However, instead of panicking, she continued walking. A few seconds later, a purple tentacle shot straight from the ground. Gwendolyn's eyes glowed a bright gold, and she uttered a few words under her breath.

Immediately, a large wave of magical power propulsed straight from her form and exploded off all the water around in twenty feet radius. Ripjaws and Kevin both looked behind them and saw her do it. But they also saw Gwendolyn kill at least thirty small, DNAlien-looking things, and they were all disintegrated in the blast.

As the golden light vanished, her eyes returned to normal, and she blinked in surprise when she saw both Ben and Kevin staring at her. With nonchalance, Kevin looked at her, impressed. However that vanished within a second as he turned around, all business-like once again.

"Let's go. We don't have much time. No doubt the DNAliens noticed that. So, let's make haste." After saying that, he dove straight into the water and began swimming at around thirty miles per hour.

Gwendolyn narrowed her eyes at that before she, too, dove into the water, followed by Kevin.

As they arose, they immediately froze and found themselves surrounded by hordes of DNAliens. The ones closest to the group had laser rifles and they had them aimed directly at the group.

Kevin looked around warily, mentally counting how many were there and where the group's weakest link was. Gwendolyn was thinking of which spell to use to let them power through the entire group easily so they could get to her brother quicker.

However, as both Kevin and Gwendolyn blinked, a white and black afterimage appeared all around the room before all the DNAliens collectively either dropped to the ground or dropped into the water, completely motionless.

They both looked around until they saw XLR8 on the metal walkway, standing right over a DNAlien. Gwendolyn's eyes widened in surprise when she found every DNAlien around them either dead or unconscious. There must have been over forty of them, and Ben had taken them all out before they could even blink!

"Ben?" Gwendolyn blinked as she recognized XLR8's changed body. Not only did he get taller and more muscular, but he no longer appeared blue but white.

"Let's go," he hissed in his familiar raspy voice. "You want to save your brother, right?"

Kevin wasted no time as he leaped out of the water and onto the platform on which XLR8 was standing on. However, he crouched down, placed his hands on the metal, and absorbed it, coating his entire body with durable metal.

Gwendolyn soon followed after him as she floated upwards with a burst of magic. "How did you do that? I don't remember XLR8 ever being that fast."

XLR8 lightly flicked his tail at her, "It's simple; all my aliens, even without training, get stronger as I grow older. XLR8 is no exception. I can easily circle the entire planet three times in a single second. Do you really think I can't take down some canon fodder in half that time?"

"Circle the entire planet-," she muttered, processing that as they began walking down the halls of Hatchery. However, they stopped when they heard another set of footsteps hurriedly trek through the halls, and they immediately turned around.

Running towards them from the platform was what looked like another DNAlien. However, that one looked different than the rest, XLR8 noticed. For one, its face half like the others… and the other half was that of a human's.

Gwendolyn saw the fact of the DNAlien and lowered her arms slightly; her eyes widened in shock as she stared at an identical and very recognizable set of green eyes. "Ken…?" she led off, and Kevin and XLR8 both heard her.

"That's Ken?" XLR8 hissed with his visor up. "The genetics must have skipped a generation."

However, as the DNAlien or Ken ran towards them, XLR8 sped forward, ignoring the call for him to stop. However, when Gwendolyn blinked, she just saw Ken crouching on the ground.

Gwendolyn quickly came running over and immediately began checking on him, ensuring he was healthy. However, his immensely changed form was an immediate flag to that notion.

"What's happened to him?" Gwendolyn asked softly, internally heartbroken at the fact that her brother had somehow been turned into a DNAlien.

XLR8 looked at him with his visor up, and slowly, a green light past the entire faceplate, and XLR8 spoke seriously.

"The Omnitrix says that his DNA structure is heavily damaged. Almost beyond repair. The DNAliens have somehow found a way to genetically change normal humans into one of their own," he explained.

"Can you help or even fix him?" Gwendolyn asked hurriedly.

XLR8's visor glowed green once more before he nodded slowly. "Yes, I can return him back to normal." Once he said that a bright green flash of light appeared, and Ben emerged back in human form.

He crouched down and held the Omnitrix in front of Ken before he spoke calmly.

"Omnitrix, repair genetic damage." He commanded, and immediately, a green laser appeared in front of the Omnitrix symbol and scanned Ken's complete form.

"Repairing… Repairing…" The Omnitrix interface spoke in a mechanicalized, monotone voice before a bright green flashed around Ken's form.

Kevin and Gwendolyn looked away slightly before the light died down the next second, and there stood Ken's wholly normal and changed human form.

"Power Reserves at 98%." The Omnitrix reported once more before everything went quiet.

"H-How?" Gwendolyn muttered as she had never seen the Omnitrix do that before.

"The Omnitrix doesn't just allow me to transform into aliens, but also to heal and recreate DNA," Ben briefly explained. "Cool, huh?"

"Yeah," she muttered once more before they heard Ken groan as his eyes re-opened. "Are you all right?"

Ken groaned once more before his widened in panic, "I captured Grandpa Max!" He nearly yelled as he looked around in panic. He looked at Gwendolyn with eyes filled with guilt. "I'm sorry, I didn't mean to! I-I didn't even know what I was doing! It was like… it was like I was watching some movie, and I couldn't do anything!"

Gwendolyn stopped his rambling there as she placed her hand on his shoulder, "No one is blaming you, Ken. Trust me. We'll get him back. Now, where did you take him?"

Ken closed his eyes and winced, delving deep into his memories. "I just left him in the room which he found me. And the others came and took him to some sort of room."

Gwendolyn nodded, "That's fine. We got something. Now, we have a car outside. I want you to stay inside until we get back."

"No!" Ken hurriedly shouted, startled. "I made this mistake, I-I at least want to help fix it." He said, almost pleading. Gwendolyn bit her lip before she sighed.

"Fine, you come. But stay behind, Kevin." She ordered, and Ken tiredly smiled and nodded.

It took around five minutes, but they finally found where they had taken Max and quickly barged through another room. Luckily enough, he was, sitting down, strapped with what looked like thick, red vines.

"Gwendolyn!" He shouted. "Over here!"

The woman in mention smiled in relief as she quickly made her way over to him.

Kevin and Ben followed suit, although they were understandably on edge. It sounded too good to be true. Their instincts told them to watch out for traps and a possible ambush. As they had used Ken to bait Max there, why wouldn't they use Max to lure Ben or even himself there?

Gwendolyn uttered a few words under her breath, immediately created a small golden construct of magic, and sliced through the vines restraining him. Max then stood up and embraced his granddaughter in a hug with a smile, something of which Gwendolyn returned.

"It's good to see you." He muttered before turning to the other two. He recognized Kevin, but the second he saw another pair of green eyes and dark hair, his heart almost stopped. "B-Ben?" He asked shakily.

Ben allowed a small smile to creep onto his lips, "It's nice to see y-," he was cut off by the old man's death grip of what he called the hug. "Damn, old man, you sure you're not an alien? No sixty-something-year-old man should have this strength." He rasped, but he returned the hug as best as he could.

"How did you get out?" Max asked as they separated.

Ben looked a little awkward. "I used the Galvan's brains, followed up by a Planchaküle's building genius and a Galvanic Mechamorph to build a Null Void Projector."

Max's eyes widened, "You built a Null Void Projector from scratch? That must have taken you years!"

Surprisingly, Ben shook his head. "No. I could have gotten out a lot earlier. But I decided to stay in and keep Vilgax there so that there was no for him possibly return to the universe and even Earth."

"You could have gotten out earlier! But yet you didn't want to?!" Max nearly yelled, and Gwendolyn looked a bit mad as well, as this was the first time she had heard that part of the story. At Ben's slow yet nonchalant nod, Max sighed. "You stupid boy. You stupid… no good, noble child."

Ben found himself laughing a little at that while scratching the back of his head. That was a bit of a surprise to Gwendolyn and Kevin, as getting him to smile was hard enough. But, to get him to laugh seemed impossible.

"It's nice to see you too, Grandpa." He smiled, feeling rather elevated to see his grandfather after so long. "Though, I have to ask, have you seen Vilgax around? I know he's not on Earth, but have any Plumbers seen him?"

Max frowned at that question. "Not that I've heard. Why? Has he escaped as well?"

Ben nodded, "That's the entire reason I left. I knew I couldn't let Vilgax escape my sights for too long. I had hoped to find that he was on Earth. But it looks like he fled the planet and went off into space. Probably to build his army to finally put me down."

Kevin was about to add his own thoughts, but a loudspeaker cut him off. a gravely, deep voice resonated throughout the entire building.

"Attention all personnel, begin Project DNA… Now!"

Gwendolyn growled at hearing that, immediately assuming that she had just heard the head honcho of the entire operation. She felt all that anger and rage when she realized Max had not only been kidnapped but her brother also, overflow and she let it explode. Her eyes bled pure, white and gold. She turned to her right, aimed her lithe hand at the wall, and spoke in a ghostly tone.

"Ventilabis Ira!" She nearly shouted, and instantly, the entire wall and some of the ground were forcefully propelled forward as an invisible wave of powerful force flew from her hand.

Max turned his head slightly to dodge some small debris that nearly hit him square in the head. Kevin stared at her in a small amount of surprise at the sudden movement. Ben watched her critically, analytically studying the spell she just used and its properties.

Gwendolyn then sprinted dozens of times faster than even the most skilled track runner, and she floated up into the air as she stared stonily at the hundreds of trucks and small aircraft carrying more of those mini DNAliens in weird planks. She flipped her hands, pointed her palms up to the sky, and slowly recited the words to one of her most potent spells. She didn't care about the repercussions of releasing such a spell. All she cared about was making them pay for messing with her family!

"Vis Perniciosius Cataclysmic!" She roared.

The sky rumbled angrily, and tiny specs of rain began to fall from the sky. However, those specs of rain soon cycled into heavy rainfall, and those rain droplets suddenly cooled down to hail. The hail sailed through the sky and down onto the trucks and DNAliens below. Normally, mere hail wouldn't even faze DNAliens, but this was no mere hail. No, they were infused with cutting and piercing magic that enhanced their combatant statistics tenfold and was sharp enough to pierce through metal.

The DNAliens squealed in pain as each of them was getting stunned and pelted by them, and they tried shielding themselves by running underneath vehicles and such. They were successful in doing so, but that was only the beginning of what was to come.

The sky cracked angrily, and Gwendolyn stared at the sky before she aimed her hands at a large group of DNAliens. Immediately, a large bolt of blue lightning snapped from the sky and soared to the ground, creating an explosion of light. The explosion was soon followed by dozens more, which started a chain reaction of the transport vehicles. Soon, they blew sky high, killing many other DNAliens in the process.

After that, it stopped hailing, and the sky soon returned to normal after a few seconds. When the surviving DNAliens looked upwards, they were shocked to see the clouds suddenly get split open and revealed a giant, pure black meteor falling straight from the heavens themselves.

'Huh…' Ben thought numbly as he stared at the slowly, yet at the same time, quickly falling hunk of rock that broke passed the clouds.

"Not bad. Kind of reminds me of that big island you made a few years ago when you used your Biosovortian form," Kevin remarked as he and Ben continued staring at the massive falling meteor.

However, Max was the only one who didn't have powers and was more than a little worried about the huge meteor. "So… are we just going to stand here and wait for that to crush us?" He asked hesitantly.

A sideways glance over to Ben from Kevin told Max all he needed to know.

A bright green light covered the room brilliantly, indicating a transformation.

Once the light died down, Max saw a tall, twelve-foot-tall, muscled Vaxasaurian standing right in front of him. Before Max could speak, Humungousaur's muscles bulked sharply, and he suddenly gave a short growl. As his muscles grew, his entire body did as well and even began changing slightly. Humungousaur kept on growing, and he ultimately went through the twenty-foot-tall roof.

He stopped growing when he reached a very showing height of ninety feet tall. Along his back, right over where his spine was, were spike-like protrusions that matched his skin color. He also grew Stegosaur-like plates on his back, a crest on his forehead, and spikes on his tail. Also, three plates stood on his shoulders, giving him a far more ferocious and threatening look.

Humungousaur then crouched down and covered Max and Kevin with his entire body, and he rejoiced, his hands over in front of his massive head.

He completed the shielding form just in time as the giant meteor fell on top of him, and he didn't even flinch when the rounded ball of rock collapsed onto his thick hide. The stone that did hit him shattered upon impact, and Humungousaur made sure not to move at all and remained strong.

However, he never even struggled as he did so, as he barely even felt such a mediocre attack hit him.

Average Vaxasaurian's were able to withstand being in between fully sized, colliding planets. Some of the older, more powerful ones could withstand the force of an exploding star. They were very well known throughout their galaxy and even more so to a smaller extent throughout the universe for their strength and immense durability.

After the entire meteor shattered upon contact with the building and land, looking completely desolated, Humungousaur slowly stood up, allowing Kevin and Max to see the devastation that surrounded them.

Kevin was impressed, not necessarily by the feat itself, but more by the fact that the formally useless tomboy brat had grown into a competent combatant. Instead of looking at her as a mere annoyance, albeit as a hidden annoyance, he did not want to get on Tennyson's wrong side. He now looked at her with a bit of respect.

Max looked positively awed at the destruction caused by his granddaughter and the sheer power of her spell. He knew she could do amazing things, but to think she could do something like this was mind-boggling.

Humungousaur started shrinking back to his standard height before he suddenly held out his arms and caught a dropped, limp body of Gwendolyn as she stared up at him drowsily. He assumed that's what she was speaking about when she referenced her more powerful spells. But these would leave her out of commission due to mana depletion. However, judging that she wasn't panicking and still breathing, Humungousaur assumed she was steadily recovering mana, even as he carried her.

"Sleep," he urged her, and Gwendolyn stared up at him through blurry, half-idled eyes before she finally slumped into unconsciousness.

A smaller, less bright green flash of light appeared, and Ben assumed his human form once more, only that he was carrying Gwendolyn bridal style. "Let's get back to HQ. I need to do more research about these DNAliens."

Max walked over to Ben and looked at Gwendolyn, sleeping steadily in Ben's arms, before looking straight up at him. "It's nice to see you, son."

Ben turned over at stared at his grandfather before he smiled. "It's nice to see you, too."

"With what you said about research, I can help with that. I've been doing reconnaissance for the last few months about the threat, and I think all of you and your team need to know what I know." Max stated seriously. "After that, I need to take you into space."

Ben narrowed his gaze, "Why?" Max sighed at the valid question.

"Ben, you have no idea the ramifications that followed your disappearance," Max stated, now catching Ben's full attention.

"And, I'm almost afraid to ask, what exactly are they?" He asked after a few moments, and he slowly clenched his fists. Max didn't respond immediately, debating on telling him. But he assumed eye contact and began speaking in a dead serious tone.

"Ben, you wield the most powerful weapon in the entire universe. The Omnitrix is the only thing that could be linked back to First Thinker Azmuth, who disappeared twenty-five-odd years ago. People who want the Omnitrix do not just want it for using its power, but also to use it as a map to find him," Max explained. "The reason I want to take you into space is to mark you as alive and well. I also want to formally put you under Plumber protection; that way, should any harm befall you, you have the entire Plumber Organization backing you up."

The wielder of the Omnitrix blinked before he slowly nodded. "I heard many things in the Null Void. A few of them being that you used to be quite the fearsome Plumber back in the day. And even quite recently, talk has been going on about you coming out of retirement."

Kevin nodded, "Yeah. I heard something about that as well," he agreed, supporting Ben's claim.

Max adopted a sheepish expression as he grinned crookedly. "No… no. I'm not coming out of retirement. No, I'm merely helping when I can. I'm no Plumber anymore."

Ben smiled cockily, "Most would find your words reassuring."

Once again, Max adopted a sheepish expression as he grinned bashfully. "Well, what can I say; I was quite the spirited youngster." He chuckled before he looked down. "But… but, those years are behind me. Long behind."

"You know," Ben started directly after Max mumbled those last few words. "You don't exactly have to be out in combat," he stated, causing the old man to look up. "I'm sure you loved what you did—saving lives and all that. You know you can still do that without going out into combat. You could get a different job in the Corps, train new recruits, study medicine, be stationed at HQ, and work around doing whatever you can. I'm sure they would love to have a Magister with as much experience as yourself to become a teacher or anything else for that matter."

Max smiled as he palmed his grandson's shoulder, "Ben… those days are behind me. I've done my fair of serving and want a life with my family."

Ben stared at him stoically before cracking a small smile, "That's your decision. It's not my place to argue or discourage you from making it."

With that, Max smiled tiredly as he stared up at the night sky. "Sorry to cut this short, but I sorta came here on foot, and I really don't want to leave on foot again. I don't think my feet can handle it."

Catching on to what the old man was saying, Kevin nodded. "Sure. We got room in the car, and assuming that Ben's okay with it, you can stay at our HQ until you can go back to your trailer."

At Ben's nod, Max smiled in relief.


"Are you sure this is the place?" Kevin's voice echoed through an old, abandoned factory. He had his right index finger held against his right ear, and his eyes were narrowed into a slight glare, his dark iris glinting with annoyance.

"Yes, Kevin," Max replied through the coms, and Gwendolyn, Ben, and Kevin, whom both had very hidden earphones in their ears, heard his response.

Unknown to them all, Ben had narrowed his eyes as the hair on his neck stood up, and his ominous green eyes glinted in the dark light, and they snapped to the left, staring directly at a brick wall. He continued staring for a few more moments before he turned his heel and began walking away, confusing his teammates.

"Let's go. This place is a bust. There are no DNAliens here." Ben ordered as he took his sixth step forward.

Kevin and Gwendolyn shared a glance before they collectively nodded and followed suit.

"Who made you the leader, Tennyson?" Kevin asked as he crossed his arms. Ben didn't react when he heard the question from the Osmosian-Human hybrid.

"Simple; I did," Ben answered before he rounded around and gave a sharp glare at Kevin. His green eyes shimmered to life and, strangely enough, glowed ominously once more. Kevin gulped silently. " Do you have a problem with that, Levin?"

With the look Ben gave him, he dared Kevin to protest and say anything but what he wanted to hear. But, while Kevin was the stubborn type, he wasn't foolish. So, he just shook his head silently.

"Good. Let's leave. I need to work on the Omnitrix when we get back to HQ." Ben told them as they made their way through the hallway.

Gwendolyn being curious, spoke. "What do you mean? Something wrong with the Omnitrix?" She inquired curiously as she stared at his left arm, seeing the large, bulky wristwatch nearly covering half of his arm and the black metal-like glove covering his entire hand.

Ben shook his head, "No. Nothing is wrong with it. I just want to make some upgrades to it. So don't expect to see me for the next few days." He gave them a forewarning.

Gwendolyn turned to Kevin and mouthed, "What is he talking about?"

"Simple." Kevin started. "From what I heard in the Null Void, Tennyson was a loner. But some of the people that hung around him from time to time, they mentioned that he was a major hermit towards the end. He never really left his lab or workshop. The only time anyone really saw him out was to fight and gather more parts for his tinkering obsession," he explained.

With that, they all walked in silence, and within a few minutes, they exited the factory and got inside Kevin's car. He quickly started it up and started driving. Suddenly, a small thump was heard, and an alarm went off. Then, a see-through screen appeared on the car's dash, allowing everyone to see a camera positioned on the back of the vehicle and a red circle indicating that something was on the car.

It was small and circular, with six spider-like leg attachments that allowed the device to stick to the car. And when Kevin saw that pain was scratched and the metal barely dented, he frowned deeply.

"Seriously…? Is that all you people can think about? Screwing Kevin's car over?" Levin mumbled sourly as he stared at the screen. He was so upset because a few days ago, some teenagers thought it would've been funny to trash some rich guy's car, that car belonging to Kevin, when they were at a local Walmart. When they returned, they found out that the teenagers had not only done graffiti all over it, but they also slashed his tires. Safe to say, Kevin wasn't all that happy.

"Can we focus on what's important?" Gwendolyn questioned as she crossed her arms underneath her bust. "Like the tracking device someone shot onto our car?"

Kevin just waved her off. "Please. Judging by how uncoordinated it was, they're probably amateurs. They're no threat. Plus, let em' try something. The only thing they'll get will be a Class A ass-whopping."

Gwendolyn had to admit; Kevin had a point. It was a bit sloppy, but that didn't do any wonder for her cautiousness. She leveled her elbow on the car door, right next to the window, and placed her chin on her hand, resting her head on it as she stared through the tinted windows. She stared at passing foliage and buildings as they drove past them, her eyes following each one that caught her eye the most.

Ben, who was in the front seat, had his black leather hood on and just wrote down some stuff in a small notebook. Kevin sometimes stole a glance at the notebook and stared at it to see what Tennyson was writing. Although, he never understood it, as it was numerous mathematical equations. Something which he wasn't any good at, as the last time he even practiced math was in grade school. And he flunked out when he was eleven, the same year he got trapped within the Null Void.

How Tennyson learned it, he didn't know. Maybe he used one of his alien forms or something to teach him, Kevin mussed internally.

Unknown to Kevin, his theory was precisely correct.

Ben had often transformed into Grey Matter, as he called that form years ago, and had written down 400+ page books filled with mathematical equations, and he studied endlessly. Even though he never bothered to name his forms any longer, the Omnitrix did it, and he naturally remembered each name linked with that species. That's how he remembered all his aliens to call on each time to transform into them. They were permanently engraved in his brain, another hidden feature that Omnitrix supplied.

Studying math wasn't exactly the limit of what he did, as he continued doing the same with Science, Literature, and even more complex arts like: nuclear science, investigation skills, technology, engineering, and medicine. He was even able to learn much more than that.

The reason why he was going through equations was that he was trying to figure out if a particular element would be able to be integrated with the Omnitrix. He had been trying to work on it for a while and had made some progress. Although, it wasn't much at all, as he was cautious when tinkering with the Omnitrix. He already had to fix it a dozen times after several failures over the years. Though, they were primarily minor and unharmful for the most part. However, that was only most of the time. He still didn't want to be reckless with it, as even after having the watch on for ten years, he still needed to learn what the watch was truly capable of.

Suddenly, as they made their way down the main road, an explosion rocketed off, creating a fiery blaze. That earned everyone's attention, even Ben's. He peeked a bored gaze upwards. They were surprised to see a gas tanker that slammed into a wall right next to a gas station.

'That's not good. The tanker alone exploding is enough to level a building. But blowing up on top of a gas station is enough to blow up half a block.' Ben thought as Kevin swerved to the side and roughly stopped the car.

"What's the plan?" Kevin asked, already knowing they would have to save that poor sap's life. Ben was too much of a goody-too-shoes not to.

"You two save the people. I stay on lookout to ensure those people following us in that van won't interfere with the civilians around. I don't need a fight to go down here. Too many things can go wrong, and I don't need innocents hurt."

Kevin and Gwendolyn both unlocked their doors before running out onto the street in full pursuit to make sure that they saved the person inside the tanker and that it didn't explode alongside the gas station.

"You get the person driving out! I'll cool it down!" Gwendolyn ordered as she floated into the air, and her eyes glowed a pale golden color.

Kevin grunted as he held out his left arm, and suddenly, it morphed into a pair of large, blueish-greenish crystal plyers. As he ran forward, he applied his transformed arm and hand, roughly ripped off the door to the tanker, and shifted his body to the opposite side. With that, he used his left arm to pull out the unconscious driver, who was smushed by the airbag.

As Gwendolyn spectated from above, she noticed when the driver was out of the vehicle, and she started chanting loudly.

"Frigus Abruptum… Detulerat!" Gwendolyn shouted as she threw her hands forward.

A second later, a sharp, cold breeze came forth and started twisting around into a small, blue cyclone and wrapped the entire tanker within. A few moments later, the hurricane disappeared in a wisp of snowflakes, showing that the whole vehicle had been encased in ice, transforming it into a massive glacier.

The nearby civilians that were spectating the entire spectacle sighed in relief before clapping their hands, showing their gratitude and happiness that they saved the helpless driver and potentially saved them. That alone was something special and not something you would see every day. Much less seeing two superheroes appear on the scene before anything truly horrible could happen.

However, their breaths hitched when they saw a fury of, what looked like, blue lasers come from the road, and they were aimed directly at the flying girl. However, a bright green flash of light blinded them. Once they opened their eyes a second later, they saw a rainbow-colored shield appear from absolutely nothing and absorb the energy blasts within milliseconds.

The person who had an open fire on the floating woman was a tall, red-skinned, four-armed humanoid. He looked like an almost carbon copy of his race, which was a Tetramand. He was a bit skinnier than the average Tetramand and wore a blue and green outfit. On his torso rested a green and black vest that had four compartments near the back. He had exceptionally very dark blue, tight black trousers for pants. In his four hands rested four small and silver laser pistols, being alien tech, of course.

The person beside him was a woman, around nineteen years old. She, like her companion, was an alien and looked entirely like a Kineceleran. She had had her visor up, allowing everyone to see her facial features. Her figure was a slim figure, with small but ample breasts, a shapely rear, and long legs.

Now, lying atop the hood of Kevin's car rested a crystalline humanoid who lazily lay there while sipping from a drink as he had the straw in his mouth. He was tall, around eight feet tall. His body was comprised entirely of crystal; most of that crystal was dark purple. However, his hands, wrists, and a small portion of his face, were composed of magenta-colored crystals. He had a singular green eye placed right above the center of his weirdly shaped head and rested a rod of magenta crystal protracted from the top of his head.

From his back, more specifically, his shoulder blades jutted out two magenta-colored crystals that were longer than his arms, and right above the center of his pectorals came two similar crystals, only that they were much smaller, barely four inches in length. Right in the center of those rested the black, white, and silver Omnitrix symbol. Jutting from elbows came, once again, similar crystals, although those were sharper and shaped almost thing knives.

' – The hell?" The Tetramand thought in shock. "Hey, freak! What do you think you're doing?!"

However, Chromastone just continued to laze there, boredly, and didn't spare him a glance.

"Jeez, have you ever looked in the mirror lately?" He asked boredly, causing the man to growl, and he snapped over to Chromastone's general direction and began opening fire onto the lazing Crystalsapien.

However, the lasers didn't do a damn thing but make him stronger, and this time, he did spare him a glance. "… You aren't too bright, are you?" He asked after a few seconds of failed attacks, and the lasers just continued absorbing into his body.

"ROGHH!" The skinny Tetramand roared angrily, fed up already, and he threw the blasters to the side and sprinted straight, lazing Crystalsapien, who looked completely unconcerned.

'That didn't take long at all." Chromastone thought with amusement before he leaped into the air and did a small summersault while in midair before he landed right behind him on his tippy toes.

However, once the Tetramand whirled back around, he was met by a white and black streak and nothing but a sharp breeze. He looked to his left, and the car he nearly tore in half with a punch was gone without a trace. Looking upwards, he also saw that female was previously floating. The air was completely gone as well.

After Ben had dodged the wild attack from Tetramand, he rapidly transformed into XLR8 and quickly picked up Kevin's car, along with Kevin himself and Gwendolyn before speeding back to their HQ.

It all took less than a second to do, and after both Kevin and Gwendolyn blinked, they saw that their surroundings had massively changed. They immediately noticed that they were back at base, in the conference room, safe and sound… and they found Ben sitting in a chair eating a sandwich as he was reclined back in his chair.

"Tell me you got me one…" Kevin led off as a foot-long, wrapped sandwich whizzed forward and brought up his hand to catch it immediately. "Nice."

"I feel like you two are off casual about this," she reminded them as she stood at the end of the large oval-shaped table and watched Kevin sit across from Ben as he unwrapped his sandwich.

"Casual about what?" Kevin asked before he took a bite out of his food. "Seriously, they were amateurs."

Gwendolyn sighed as she pulled out the chair in front of her and sat down before pulling herself back in. "Those were aliens."

"Yeah?" Kevin asked as he swallowed a mouthful of turkey. "In case you didn't know, but I'm half alien, Tennyson has a watch that allows him to transform into aliens, and you practice magic. Seriously, I don't know why you're so worried. I don't even think hot-head even breathed on Tennyson. Much less us."

"The problem is that we don't know what their plans were. We don't know why they were following us, nor why they attacked us!" Gwendolyn responded in a forcefully calm tone, and the Charms of Bezel glowed slightly.

Before Kevin could make a retort, Ben spoke for the first time. "Kevin, stop. You know she's right, and stop trying to rile her up. You aren't the one who has to deal with it all day." He mumbled the part, but clearly, he didn't talk soft enough as a small disc of energy slammed into the side of his head.

"Owww…" he led off in a dead tone with food in his mouth. A second later, he gulped down the last bit of the sub before looking up at Gwendolyn's rapidly twitching eyebrow. "You know, that wasn't very nice."

"It wasn't supposed to be." She responded hotly, her previously long-lost temper rising to the surface after too long of it being absent.

"Touché," he muttered as he spared her a sideways glance.

However, the doors to the room opened up a second later, and in came Max, wearing his signature orange sunflower shirt and a pair of white slacks.

"Kevin, Gwendolyn, Benjamin." Max greeted with his usual smile.

"Yo, what's up, gramps." Kevin waved half-heartedly, which earned him a similar golden disc of energy that clocked him upside the head, courtesy of Gwendolyn.

"Hey, grandpa!" She greeted warmly as she twisted her chair around to see him.

Ben waved as his short attention span kicked in again and began fiddling with Omnitrix, just cycling through all his aliens.

"I have news," Max stated after a few moments, earning everyone's attention. Even Ben's own. "Those people that attacked you are children of Plumbers."

"Like Alan?" Gwendolyn asked as he finished.

"Alan?" Max asked, confused.

Ben leaned forward slightly and answered. "He's a young kid; he's fifteen. His dad was a Plumber, a Pyronite, and his mother was a human. He joined the team, and at the moment…" he led with a frown. "I believe he's still on a mission and should be wrapping up right about now."

Max nodded thoughtfully, "Is he strong?"

Ben looked forward, considering the answer to his question. "He's about as strong as I was when I was Heatblast when I was ten." He explained. "And considering I had fought numerous threats by that time, I think it sounds about right, as he hadn't trained a day in his life before he joined, and apparently, his powers just showed up recently."

Max nodded, an impressed look on his face. "Not bad. I'm assuming you're training him?"

Ben nodded, "Yeah, kid's a natural. Takes whatever I have to teach him like a fish out of water… or really a lava fish… out of magma." He drawled before he sighed dramatically. "That sounded a lot better in my head. Trust me that hurt me more than it hurt you."

"Did he manage to get flying down?" Levin asked, ignoring the last part of Ben's speech, knowing that was Alan's biggest point of struggle.

"Alone and without the rock?" Ben asked, earning a nod from the Osmosian. "Yes and no. He can fly perfectly fine without it, but he's still a bit faster with the rock." He shrugged. "He's good, he's learning, and that's all that matters."

"So, what's the plan here?" Kevin asked as he reclined back in his chair. He spared Ben a glance before looking up at his grandfather. Max saw the glimpse and nodded slowly.

"I would prefer if this didn't result in a fight." Max started, getting an eye roll from Ben. The former Magister saw that and placed his hands on his hips. "Something you want to say, Ben?"

Ben stared forward, not meeting anyone's gaze, before he stood up and walked around the table, earning everyone's attention.

Gwendolyn looked like she was going to say something as he did his third lap around the table. However, the second she opened her mouth, Ben opened his own, placed his hands forward, maneuvered his fingers around slightly, and swiped to the side.

Transparent screens appeared before him, with a clear picture of two of the aliens that had attacked them earlier. They were suddenly framed, and Ben swiped his hands upwards, prompting the images to be spun around and placed ahead and at the head of the table so everyone could see them.

"Let me get this straight…" Ben's voice drawled out as he eyed the two pictures. "These two aliens not only track us but also fight us on the open road—" he started as he held up his hand and started counting with his fingers up for all of them to see. And then, he held up his ring finger alongside his index and middle finger and faced them completely. "But we also don't even know if they work for anyone and if this was a planned endeavor, and you don't want this to end in a fight?" He listed off before speaking again, his tone showing incredulousness.

Kevin licked his suddenly dry lips and nodded. "Sounds about right."

Gwendolyn and Max pursed their lips, not liking the sound of it either, as Ben had brought up excellent points. They were not only a danger to her, Ben, and Kevin but also to the civilians. That was something that could not be overviewed.

Max sighed as he ran a hand through his grey hair. "I don't like it either, Ben. But we can't just go out and start fights. Not now."

Now, Ben understood perfectly. "You're afraid of the world's government, aren't you?" He accused as he pointed a half-hazard finger at him. Max sighed once more and shied away slightly.

Gwendolyn and Kevin stared at the interaction quietly, wanting to know how it would play out.

When Max never answered, Ben continued. "With the alien invasion nearly four years ago, the Imperium, I believe their names were, and then the ordeal with the Gordanians, you're worried that the world will come for us if we make ourselves known," he stated, and Max felt like he aged a few more years.

"Yes Ben, I'm afraid," Max admitted. "With everything going on, the Kryptonian in Metropolis and the mixed views about him, the invasions, the formation of the Justice League… I-I fear that it's too much. And if someone of your strength was to suddenly appear on the news, the world won't like it."

Ben shook his head, a small cocky grin playing on his lips. "Grandpa, I don't care what anybody thinks about me. I'm working to protect this planet and just because a portion of the people that live here hate me doesn't mean that saving rest is a pointless endeavor." Ben said before sitting back down in his chair and lazing back with his hands conjoined.

"And like it or not, but I live here. This is my planet and home just as much as it is theirs and I'm not going to let anyone get in my way from protecting it. Especially not some Joe Shmoe that thinks he knows better."


SO! How'd ya like it? If you have any suggestions or anything you want to say, go ahead and leave a review, I'll be happy to read all types of feedback if given.

Now, as you've seen, a couple of things have gone down, mostly Ben adjusting in living on Earth, and developing his character into something that I am going to have SO much fun writing.

Also, I'm surprised I haven't had any comments regarding how OP Ben is; I mean I would have thought I would get at least some flak for it, but I was pleasantly surprised that not only was I wrong, but people even agreed with having him become this strong.

I mean, I said this before I'll say it again –

If Ben can't beat Superman, what hope would he have against Ares, Anti-Monitor, or even the likes of Darkseid, just to name a few. The beautiful thing about having an OP character in Marvel or even DC is that no matter how OP they become there are characters that are always going to be more broken then that MC. I mean, Marvel has the Pre-retconned Beyonder, The One Above All, True Chaos King Amatsu-Mikaboshi, The Celestial Race, Oblivion Thanos, and DC has Dr. Manhattan, the Anti-Monitor, Presence, and others. Those characters are all Multiversal+, and Pre-Retcon Beyonder is far more broken and complicated than the three I mentioned before combined.

Also, I feel like I should say that Kevin, as it stands now, has all abilities that he had in the Ken 10 (OS) episode and his Alien Force Osmosian Powers. At the moment, he is stronger than Gwendolyn by a shit ton. But that won't stay like that for long, as she will grow into a mage that will only be seconded to the likes of an unrestrained and prime Zatanna.

ZZZ

Gwendolyn's Spells used in this chapter –

Ventilabis Ira (Rage Push)

Vis Perniciosius Cataclysmic (Destructive Cataclysmic Force)

Frigus Abruptum Detulerat (Sheer Cold)

ZZZ

Aliens that made an appearance in this chapter –

ZZZ

XLR8

Species: Kineceleran

Abilities -

Superhuman Physical Characteristics, Regeneration (the ability to heal wounds that would normally leave large scars, such as severe burns or deep injuries), Superhuman Speed, Speed-Enhanced Combat, Sharp Claws, Wall and Water Running, Wall Crawling, Prehensile Tail, Vortex Creation, Afterimage Creation, Precognition and Master Martial Artist.

ZZZ

RipJaws

Species: Piscciss Volann

Abilities –

Superhuman Physical Characteristics, Empowerment (when submerged in water), Transformation (Can turn his legs into a tail while in water), Sharp Teeth, Sharp Claws, Master Martial Artist, and Underwater Breathing.

ZZZ

Heatblast

Species: Pyronite

Abilities -

Superhuman Physical Characteristics, Fire Manipulation, Magma Manipulation Flight, Earth Manipulation, Explosion Inducement, Fire Absorption, Resistance to Heat and Ice, Rage Power, Martial Arts, Metal Manipulation, Master Martial Artist, and Regeneration (the ability to regenerate severed fingers, toes, or ears, minor organ damage, and even potentially reattach lost limbs).

ZZZ

Chromastone

Species: Crystalsapien

Abilities -

Superhuman Physical Characteristics, Flight, Energy Manipulation, Light Manipulation, Forcefield Creation, Self-Sustenance, Invulnerability, Ultraviolet Energy Projection, Energy Absorption, Energy Redirection, Regeneration, Enhanced Senses, Pressure Point Strikes, BFR (Battlefield Removal), Master Martial Artist, Energy Sensing, and Precognition.

ZZZ

Humungousaur

Species: Vaxasaurian

Abilities -

Superhuman Physical Characteristics, Master Martial Artist, Size Manipulation, Regeneration (ability to heal minor injuries that would normally take weeks or even months and heal those wounds quickly, sometimes even in a few seconds), Powerful Roar, Superhuman Strength, Enhanced Senses and Large Size.

ZZZ

Upgrade

Species: Galvanic Mechamorph

Abilities -

Superhuman Physical Characteristics, Master Martial Artist, Weapon Creation, Technopathy, Hacking, Energy Manipulation, Energy Absorption, Regeneration (the ability to regenerate from the complete physical destruction of its body, instead restoring it from its disembodied consciousness, whether that be its soul, mind, some other nonphysical aspect of yourself, esoteric or metaphysical energy, or something else), Elasticity, Shapeshifting, Size Manipulation, Can upgrade technology, Self-Sustenance, and Martial Arts.

ZZZ

Kevin Levin

Species: Human/Osmosian Hybrid

Abilities -

Superhuman Physical Characteristics, Proficient in Martial Arts, Energy, DNA, Life, Magic and Matter Absorption, Power and Ability Absorption and Reflection, Transformation.

ZZZ

Gwendolyn Tennyson

Species: Human/Anodite Hybrid (Dormant)

Abilities –

Superhuman Physical Characteristics, Proficient Magic User (has been training and practicing magic for ten years and was a prodigy at doing so. Though, it should be noted that she is purely self-taught and had no real teacher and she lacks experience), Mana Manipulation, Absorption and Detection, Memory Manipulation, Probability Manipulation, Teleportation, Portal Creation, Forcefield Creation, Telekinesis, Healing, Proficient Martial Artist, BFR (Battlefield Removal), Limited Power Nullification, Energy Manipulation, Air Manipulation, Water Manipulation, Electricity Manipulation, Gravity Manipulation, Fire Manipulation, Plant Manipulation, Light Manipulation, Earth Manipulation, Technological Manipulation, Metal Manipulation, Matter Manipulation, and Sleep Manipulation.

NOTE: Most of Gwendolyn's abilities stem from magical spells, as the giant meteor on which she summoned was a spell, but that included a degree of Matter Manipulation, Earth Manipulation, and Gravity Manipulation.

ZZZ

Ben Tennyson (Base Form)

Species: Human/Anodite Hybrid (Dormant)

Abilities –

Superhuman Physical Characteristics, Master Martial Artist, Genius Intelligence, Stealth Mastery, Master Hunter, Skilled Investigator, Master Swordsman, Pressure Point Strikes, Enhanced Senses, Extreme Pain Tolerance, Proficient Planner, and Skilled Improviser.


That's all I have to say, and I bid you adieu.


Revised and edited 12/11/2022