Max Tennyson

A/N Thanks to Lightning Bird for betaing this chapter for me. Hopefully this rewrite is better then the first one.

Disclaimer: Cartoon Network owns everything.

Chap 4

Max Tennyson watched through a pair of binoculars as a lone Fusion portal appeared outside the Fissure Infected Zone. A large group of Asphalt Freaks entered it before it disappear from sight. Placing the binoculars down, Max frowned deeply and narrowed his eyes in thought before turning and sneaking back to the safe point in Townsville Park. He didn't like the fact that so many Fusion monsters were entering the Infected zone lately, or the fact that the fissure was becoming deeper and faster then before. It was truly beginning to worry him. What was Fuse digging for so desperately, and how bad would it be for their side of the war? Entering the safe point, he was surprised to see Number One, aka Nigel Uno, there alone. Before Max could ask where the Scotsman was, he heard yelling and explosions coming from the right of the safe point, the same direction he knew a group of Dire Raptors lived. Meeting Nigel's gaze, they both heaved long suffering sighs and silently agreed to leave the Scotsman to his fun.

Walking up to the table next to Nigel, Max pulled out a map and studied the latest readings on the depth of the fissure. The frown that crossed the older man's face drew a concerned look from younger man.

"Is it bad, Max?"

"It's not good, Nigel. That's the fifth reported group of Asphalt Freaks to enter the Infected zone in the last three days, and this was the largest one yet. Whatever they're searching for, they have to be close to it." Sighing and running his hand through his hair, Max left the table and entered his RV. Nigel watched him go, a look of confusion on his face. It only deepened when the older man came out holding a strange device.

"What's that?"

"This, Nigel, is a seismic sensor. With it we should be able to see if there's anything under the area where the Asphalt Freaks are digging. The only problem is it has to be placed in the center of the Infected zone. So I'll be back…"

"No," said Number one, cutting Max off with a shake of his head. "I'll do it. I'm smaller and quicker. I can be in and out before the Fusions notice that anything is going on. Besides, you'll need to be here when the readings start to come in." Holding out his hand, Number One waited until Max relinquished the sensor.

"It has to go into the middle of the fissure. Be very careful, Nigel. I don't want to be the one to tell your team you became Fusion food. If you get into any trouble, call at once. Understand?" The young boy nodded, and placing the sensor into a backpack, he quickly left the safe point. The entire time he could feel the Plumber's concerned gaze following him.

An hour later, a very tired Number One reentered the safe point and was a little surprised to see both Max and the Scotsman leaning over a computer screen. As he approached, the older man looked up and motioned him to join them.

"You need to see this, Nigel," said Max, as he turned the computer screen toward Number One. "This first image was taken five minutes after you finished setting up the device." On the screen, he could see the static image of a cave that was as long as the fissure and just as wide. In the middle of the image was a large dark blob easily half the size of the cave. "The next image was taken about forty minutes later." The bald boy's breath caught in surprise as he took in the new image. The dark blob had moved in the time between the two images, and he could now see that it was covered in what looked liked spikes and huge horns.

"Wha…what is that?" stammered Number One, as he backed away from the screen.

"That, Nigel, is the ancient creature that Fuse is trying to awaken. It's also big trouble for us because the Fusions are closer to the creature then I'd like," said Max as he continued to stare at the image.

"Aye, lad, that beast is giving off a great deal of demonic energy. We can't be letting Fuse get his hand on it," chimed in the Scotsman as he tried to make sense of the computer.

"Tell me what to do, and I'll see that the KND gets it done."

"You're not doing anything more for the time being, Nigel. You're exhausted from your last trip, so just leave this one to the Scotsman and me. We're going to set some charges in the fissure and collapse it before the creature can be freed," explained Max as he stood up and began to gather the supplies he needed. "We have to set them up at three different points, so don't worry if it takes a little while. Also, Ben will be coming by later, and I know he's going to worry when he finds out where I've gone. So if you could keep him calm until I come back, I'd appreciate it. We'll contact you if anything goes wrong." Nodding his consent, Number One watched as Max and the Scotsman left the area. All the while he was silently wishing them luck.

"Hey, Number One!" Turning at the call, the leader of Sector V smiled as Ben came up to him and shook his hand.

"How have you been, Ben? Any progress with the space port?"

"Fuse still has us grounded, but we're thinking up new plans to get back into the air. And I'm doing ok, but where's Grandpa Max? I thought I told him I was coming," the burnet asked as he looked around the area.

"Max and the Scotsman have gone to the Infected Zone. We found out what Fuse has been digging for, and they went to set up some charges to collapse the fissure and stop Fuse from getting to it. You shouldn't worry though; they haven't called with any problems, so I think things must be going alright."

"Number One! Number One, we have a problem, sir!" shouted a KND operative as he ran up to them.

"What is it, Number 249?"

"A large group of Asphalt Freaks just entered the Infected Zone, and at least ten of them were Asphalt Freak Fathers!"

"What?" shouted Number One, as identical looks of horror and fear crossed both his and Ben's faces. Reaching down, Number One picked up his shattergun and took off after Ben10, who was already running toward the fissure.

"249, get a group together and meet us at the warp pad! Hurry!" Number One ordered as he caught up with the Omnitrix welder. When he did, he flipped his hand and a com cube appeared in it. "Max! Max, this is Number One, do you read me?"

"Nigel, what….." Anything else Max might have said was cut off by a large explosion.

"Grandpa! Hang on, we'll be there soon!" called Ben, with a note of desperation coloring his voice.

"No Ben! It's too dangerous, stay away!" Another, closer explosion came over the com cube. "They got the second set of charges!" This caused the two desperate boys to put on even more speed, both silently cursing the fact that the Omnitrix was not working at that moment. Turning the last corner and racing over the hill, they suddenly stopped dead in their tracks at the sight before them. The warp pad was in pieces, smoke still rising from most of it.

"Grandpa, they destroyed the warp pad!"

"I know, Ben." Ben looked at the com cube with disbelief before running over to the shield surrounding the fissure.

"You have to find a way out! Please, Grandpa!" cried Ben, as he started to beat on the shield. A sudden earth-rattle roar caused Ben to freeze in mid-hit before his eyes snapped to the cube Number One still held. They could hear the sound of the ground shattering, before a panicked cry was heard form the two men trapped inside.

In the fissure, Max watched the arm that had just broken through the ground, disappear back into the hole and closed his eyes as he came to a heartbreaking decision. "I can't do that Ben, not now." Max's regret-filled voice sounded in the silence after the roar. Beside him, the Scotsman looked on in sympathy and placed a supportive hand on the grieving grandfather's shoulder. "I have to stop Fuse from getting his hands on that creature. I'm going to take the explosives that are left and with the ones that the Scotsman has on him, we'll be able to blow this place sky high. That way you and the others will be safe, and Fuse will be short one monster."

"No," said Ben, as he sank to his knees, his forehead resting against the shield. It was one word, but it was filled with so much despair and grief that it broke Number One's heart, and he had to look away. "Please, Grandpa, you're all Gwen and I have left. You can't leave us too. Please," pleaded Ben, as the realization of what his Grandpa was saying hit him like a ton of bricks.

"I'm sorry, Ben." Max's heart was breaking as he said those words. "But it has to be this way. Tell Gwen I'm very proud of both of you, and I love you very much." Number One's eyes snapped back to Ben10, just in time to see his face turn paper white as they heard the war cry of the Scotsman and then a deafening explosion.

Far away in the wilderness, Gwen suddenly sank to her knees in pain. She always kept tabs on her cousin and grandpa by feeling for their manna. It was a great comfort to be able to feel it and know that they were safe and alive, but now one of those mannas had just disappeared. She could no longer feel its comforting presence like she had all her life. As the Plumber agents in the area came running up to see what had happened, Gwen threw her head back and cried out one word. That one word was so unexpected and filled with so much grief, heartbreak, and pain, that it stopped everyone in their tracks. A word that, even so far away, Ben was echoing with just as much pain.

"GRANDPA!"