Heyo! Quick pop in to give thanks to my recent reviewers! (I'll never not thank them!) Got some real good suggestions that I wasn't able to squeeze into this chapter alone, but will definitely show up in the future! Thanks again!

Chapter Two: Double Trouble

Ben stared down at his plate, a grimace rising to his expression.

Porkchop and cauliflower, sauteed, boiled and shoved into gelatin. A pure delicacy that can only be appreciated by those with an extensive and cultured palate, like Aunt Vera and Grandpa Max.

"Seriously, this stuff tastes the way Stinkfly smells." He muttered, earning a swift kick to the shin from under the table.

Gwen shot him a look as she geeked out with her aunt over birds and their ecological something or others. He couldn't quite wrap his head around it all, especially while trying to stomach the jiggly concoction in front of him and his sore cheeks from Aunt Vera's pinching certainly didn't help.

"Which is why most cockatoos are either left-footed or ambidextrous!" His aunt sang, holding up a stuffed figure of the respective bird. Ben resisted the urge to groan and bang his head on the table. While his memory was spotty, he did remember how he acted last time they visited their aunt. It didn't sit right with him. So what if his aunt was a little boring, they still have the entire summer ahead of them - the least he could do was grin and bear it. Not that he had a choice - no omnitrix; means no alien to help him sneak out this time around. He played idly with his "food", stabbing at it with his fork before smacking it lightly causing it to bounce and wobble.

Despite the topic, he found himself mildly interested enough to maintain his attention on the conversation.

Or at least he maintained attention to his cousin, who participated in said conversation.

She was always big into getting her hands on any information that piqued her interest, which seemed to be everything from world history to math, science and anything in between. Saying she was the smartest person he knew was not much of an exaggeration, a lot of his teachers at school couldn't even come close. He'd always played with the idea of her taking an IQ test, but didn't want to put the test facilitators through the trouble of coming up with a new high score. His lips parted into a smile, which soon began to falter ever so slightly.

He…didn't always like how smart she was. This was an obvious realization, but coming to terms with, and voicing it made him a bit sad.

There was once a time when could not stand the intellect his cousin possessed.

Or rather there was once a time when he couldn't stand his cousin in general.

A pit formed in his stomach, a series of memories began to play out in his mind; good times, bad times, more petty arguments than anyone could count. Even more times where they narrowly escaped a situation with their lives.

Followed by more arguments and petty insults.

But they moved past that! More scenes entered his mind. Her smile, her laugh, the way they started to actually enjoy each other's company. Sure things were bad at first but that summer changed them. For the better as far as he was concerned; by the end of it all he actually was sad it was over. Nothing can change that. Nothing except…

A sigh escaped the guard of his mouth.

Those things actually happened, he knew that for a fact. Nothing could convince him otherwise; and good luck to anyone that dared to try.

Those memories were real.

Those memories were his.

His eyes remained fixed on his cousin, watching as her mouth moved in silence, the words no longer being heard by him.

'But they weren't 'hers'.'

"Hey son, you okay?" The voice of his grandpa snapped him out of his thoughts.

"Oh uh, yeah! Gotta use the restroom! Be back!" He said, quickly getting up from the table and heading down the hall.

He shut the door behind him with a small 'click'

Facing his back to the door he slid down to the floor, huddling his knees to his chest and crossing his arms.

He hoped no one noticed the glossiness of his eyes.

...

'Okay seriously what is going on?' Gwen thought to herself as she spoke to her aunt.

'Why on Earth is he staring at me like that? I can see you doofus, don't you know what peripheral vision is?'

Dumb question.

'And what's with the sad look? Seriously? After all the mental gymnastics I've done to convince myself of time travel? What gives?'

Gwen focused her attention on her Aunt who was none the wiser.

Ben was acting weird, weirder than usual, and while she didn't particularly like the brat, seeing him like this simply rubbed her the wrong way. Like reading a piece of history that's clearly incorrect. And this look on her cousin's face was super incorrect.

She couldn't help but cringe at the heavy sigh he let out, still looking at her with those sad green eyes.

'Oh come on!'

She released a sigh of her own when he quickly got up to leave, disappearing down the hall.

"Oh my, I sure hope he's okay." Aunt Vera said, her eyes full of concern.

"He's fine!" Gwen said reassuringly, waving her arms. "We stopped for ice cream on the way here, maybe he's lactose intolerant?"

Vera shook her head, "Yeah that'll do it. Oh! I know just the thing!" And with that Vera rushed out of the room. Gwen turned to her grandfather who simply shook his head with a reassuring smile. "I'm sure he's fine, sweetie."

She nodded, but before she could respond she caught something at the corner of her eye. An old man, at least in his late 60s, dangling from the roof of his house, a ladder lay toppled over in his front lawn.

"Grandpa look! I have to help him!"

She said, already twisting the dial on the watch as she quickly stood from her chair. She went to the slam down, selecting her hero, but stopped part way through. Her jaw dropped as she watched the old man kick off the side of the house, soar through the air with a flip and land perfectly on the grass.

"Woah.." She said, her gaze slowly turning to her Grandpa who saw the entire thing, a skeptical look on his face.

"Old man Marty must be in better shape than we thought, that cane must just be for show." He said, with a slight chuckle.

The look she gave him told him that she wasn't convinced.

"Alright," He said, putting his hands up, "Maybe that is a bit hard to believe.."

Gwen shook her head and turned back to look out the window. Old man Marty was gone, the ladder leaning against the side of his house. Outside, and on the way here, she noticed that there was a lot of activity from the residents of this community. Everyone just seemed to be so busy. She watched closely, studying their movements. The way they walked seemed…off.

"Grandpa, what do you think the average age is for the residents of this villa?"

"Hard to say, honey. Might be a tad bit older than however old I am." He said plainly.

She narrowed her eyes. Something didn't feel right. These people walked too well for how old they should be. Some carried canes, others used walkers, but they didn't look like they really needed them. They didn't lean into the support the way one would if it were necessary; in fact their posture seemed nearly perfect.

"It's probably nothing, honey." Her grandpa said reassuringly.

As she watched, she noticed that the people didn't just wander around or seem to do their own thing like one would expect. They each had a direction they were walking to or from. They traveled in groups of three or less and walked with purpose. Some would look to be holding conversations she couldn't hear, but could guess, they weren't entirely casual. It's like they were giving and receiving directions. Overall these people were acting aloof, and there were more of them outside than anyone would expect, as if every resident was active or up to something.

None of them smiled, they all walked with near perfect gait and posture and nearly all of them…

Eyed Aunt Vera's house with suspicion.

Grandpa Max eyed her before speaking up. "If we start to overthink this, we'll start seeing things that aren't really the-"

'Grandpa, how old are you?" She cut him off, still looking outside.

Her hand hovered over the watch dialer.

"Oh honey, you know I don't like to be reminded of my age.." He said from behind her, his voice almost..cautious.

"You're right. Better question, what's my name?"

"Sweetie, what kind of questi-"

"What's my name Grandpa?"

It grew silent between them and that's all she needed to hear. She slammed down on the watch, whipping around just as her Grandpa lunged at her.

The flash of the Omnitrix caught Max off guard enough for Gwen to duck his reach.

She backed away as he began to climb on the table.

"Grandpa, what are you doing?" Gwen said, holding her hands out. The only answer she received was an animalistic hiss as Max began to convulse. His body shifted and his neck began to elongate, making sickening popping and cracking sounds. His teeth darkened into a brown color, and sharpened into serrated blades.

He lunged again. Arms stretching longer than they're supposed to and a sharp scream bellowed from her mouth. She narrowly moved out of the way, gaining more distance.

She nearly cursed at the form she currently took. Heatblast was not the alien she chose, she wanted XLR8. She kept her eyes trained on grandpa Max, debating her approach.

'I can't let him touch me. I'm the embodiment of fire right now and I would much rather not have my grandpa barbecued before I can figure out what's wrong with him!'

She ducked another attempt from Max, as she finished her thought.

Fire blasts weren't an option either, so that leaves keeping her distance for right now. That was easier said than done, the arms of her Grandpa were growing longer and longer, leaving her with little room to move around.

A door burst open from the hall, and she immediately locked eyes with her cousin "Ben ru-!" She was cut off by a set of malformed hands clasping her face.

She immediately felt weak in her knees, and almost lost her balance. Max strengthened his grip on her face, stretching his palms to cover her mouth.

She felt her heat gradually vanish, as though it was being sucked away. She went to call for help but her voice was muffled by Max's hands which continued to expand, engulfing her entire head, snuffing out her flame and cutting her off from oxygen. Her vision began to grow blurry and she tried desperately clawing at her face; her hands feeling as though they were going through mud.

The pressure around her head continued to build as Max's entire being began to grow bigger and double in size.

She couldn't maintain her consciousness for long. Now, engulfed in darkness and suffocating, she couldn't even cry for help. Her thoughts began to blur together, 10 years of her life began to melt between her eyes, her -

Splash

She was dropped to the floor, immediately gasping for air. She shuffled away, backwards on her hands until she backed into a wall.

Her eyes widened as she regained her vision. Her grandfather was no longer in front of her; instead,in his place, was a melting mound of translucent goo that slowly collapsed from the inside out, spilling its previously floating organs to the floor, dissolving in a puddle of water.

A bucket was dropped to the floor; she stared up to see Ben rushing to her side, his eyes full of worry.

A warm feeling of relief and gratitude washed over her as he moved in to hold her. She held up her hand, still catching her breath.

"Don't touch me doofus, m-made of fire remember?" She said between coughs.

A familiar tone sounded from her chest as the omnitrix began to time out, a red flash of light took her place and she felt a warm embrace as a set of arms wrapped around her form.

"I'm so sorry, I-" He cut himself off, biting his lip.

Gwen was slightly taken aback by the gesture, and rubbed his back as she moved to get up. He supported her into a stand.

"It's okay, thanks for the save." She said, offering a weak smile. The Omnitrix timing out restored her breathing as though she was never suffocating, but the sensation of a complete lack of oxygen still resided. She made a mental note: 'Heatblast species require oxygen, heavily dependent'

"She looked down at the dissolving puddle, searching for answers. Her eyes began to water.

"That wasn't Grandpa Gwen, but we need to hurry and rescue him." Her cousin spoke, rushing out his words.

"What about Aunt Vera?"

Ben quickly shook his head, and pointed down the hall towards the back of the house.

"Saw the back door was open while I was looking for the bucket, they must have taken her during the fight. If we hurry we can-"

Gwen put her hands on his shoulders and shook him.

"Ben, calm down and explain to me what's going on." She stared him straight in the eye and he nodded.

"I will on the way, right now we have to hurry!"

…

They turned a corner, Gwen frantically checking the watch; begging it to turn green - no dice.

She followed closely behind Ben as he swiveled his head around, looking in all directions.

"I know it's gotta be here somewhere! It has to be!" He said, readjusting the purple book bag on his shoulder.

Gwen stilled herself, trying to remain calm. She didn't want to think of what would happen if Ben was wrong.

Shape shifting slime aliens that eat people? How does someone forget something like that?

She really tried not to be hard on him, the situation was stressful enough as it is but-

If he had only said something earlier…

She shook her head.

'Now's not the time Gwen. Focus.'

Ben had gotten more anxious as they looked for the hatch, saying that last time this happened they were chased by those slime creatures. They didn't retreat like they did this time, and wouldn't have unless they were already planning to leave with everyone they captured.

"There!" Ben shouted, quickly pushing off down a nearby alley. They darted down the alleyway until they hit a dead end, with a small dumpster.

Ramming his shoulder into the side Ben instructed Gwen to help him which she did. He frantically strained against the metal.

Squeaking metal groaned and the wheels began to creak. Ben collapsed to the ground as the dumpster gave way and rolled into the brick wall behind it.

His eyes shot wide as he stared at the ground. No hatch, just pavement.

"No!" He yelled, banging his fist on the ground.

Gwen frantically ran her fingers through her hair, her breathing started to quicken as her mind began to race. 'Hatch isn't here? Ben was wrong. Did he forget? Time travel discrepancy? Hatch could be somewhere else,watch still on cool down gotta think of something toomanyvariablesgrandpaandauntveramaydiewhatif-'

She took a deep breath, clearing her thoughts.

Her attention turned to Ben who looked around desperately searching for the hatch, panicking and mumbling to himself.

"Has to be here. It has to be! It just has to be!"

Gwen placed a hand on his shoulder.

"Ben. Please. Try to remember where the entrance to the tunnel is." She said calmly, nearly robotic in tone.

"It isn't here, so it has to be somewhere else. Your memory is our best bet to save everyone."

"I know! It's just, so spotty sometimes! It's worse than it was before!" He waved his hands.

"Some come in, others go out and I know it wasn't always this bad. I don't know what to do Gwen!"

"Focus. You just need to focus."

"You don't get it, this is all my fault and now I can't even remember where the hatch is because my memory is zonked up and-" He closed his eyes and rubbed his temples, trying to somehow coax the memory out of his head. It didn't work. Of course not.

"They're all about Gwen.." He said, looking at her.

That took her aback, something he seemed to be good at doing lately. They never spent any real time together prior to this summer. The last real memory she had of him was their second to last birthday. Their parents arranged a small get together to share their special day as cousins, though the only thing they managed to share where a few petty argu-

'Not the time Gwen!'

"Ben, that's ridiculous. I'm- " He waved her off, looking more apprehensive than before as He stood up, and shook himself.

"Ignore that, my memories are not gonna help us right now, and we have no time." He said with a sigh of defeat.

She felt her anger flare, "So what do you suggest we do? Let them get away? What are you…?" She trailed off, as he grabbed her wrist, twisting the dial on the watch.

"Sorry for the freak out, but we have to do this the only way I know how: brute force." He slammed the dial and Gwen felt her form change. She recognized the feeling immediately, light on her feet, and nearly weightless; with a constant vibration going through her body. Brute force, huh. Thinking about it now, there was a time she could recall Ben as a toddler trying to shove a triangle shaped block into a circle shaped hole.

And succeeding.

"Of course it goes XLR8 when you choose it." She said, lowering her visor.

He offered a smile, his demeanor now calm as he let go of her wrist.

She felt a hand trail from her stomach to her waist, which sent shivers down her spine; before she could protest he jumped on her back, wrapping his arms around her neck.

"We're going to have to check every block until we find that hatch. Once we do we head down the cave system, find their ship and -"

"Kick alien butt, got it!" She'd sped off, crossing two blocks before even finishing her sentence.

They flashed up and down the villa, crossing streets, passing through yards, all in mere seconds. Ben held on for dear life, careful not to accidentally choke Gwen, which wasn't easy. He'd forgotten what it was like to run as XLR8, he couldn't even process his surroundings in time to even begin looking for the hatch, so he closed his eyes and placed his faith in Gwen.

He felt a twist, a turn, a rise and a continuous fall, followed by another series of twists and then an eventual stop.

He immediately felt a change in atmosphere as he opened his eyes. A huge smile appeared on his face as his eyes adjusted to the dim lighting. A series of hisses and snarls greeted him as he took in his surroundings with a feeling of relief. The aliens were still loading the marination pods into their ship, they were more than halfway done.

"What are you doing here?!" One of the blobs snarled.

"What's it look like?" He said, reaching into the back pack he carried, retrieving a small water gun.

"We're shutting down this establishment and taking humans off the menu." He immediately fired at the closest blob.

"Gwen!"

"Already on it."

She sped in and out of the spaceship, taking the pods as she went and knocking into blobs to help line a shot up for Ben in case he happened to miss. Within moments the pods were out of the ship and nearly all of the blobs were taken care of, save for a few stragglers.

Ben found himself cornered by the remaining blobs, his water gun nearly empty - pushing out more air than water at this point.

"You are going to pay dearly for what you've done!" One of the blobs gargled out.

Untwisting the cap of the gun he poured the remaining water into his mouth and swished it around.

"We'll see about that," 'he thought as he inhaled deeply through his nose. He then pushed with everything he had, positioning his mouth in such a way that water sprayed in every direction; melting the blobs on contact. They stopped moving instantly, dissolving into pools of water, bubbling and letting out sizzling popping sounds.

"Leave it to you to take out bad guys in the grossest way possible. " XLR8's raspy voice said as she appeared in front of him, placing down the pod that contained their grandfather. Soon after she reverted to normal, immediately feeling heavier.

Ben simply smiled at her as he moved to tear open the pod.

…

Max awoke with a start, his head spinning, and thoughts racing. It took moments for his vision to adjust but once it did he immediately scooped both his grandchildren into a hug, a wide smile of relief on his face.

Ben took his time to recount the story, both his version and the actual events that took place in this timeline. He noted the differences, explaining them as best as he could recall. Max simply nodded, as he listened, making mental notes of the details. His bones popped as he stood, letting out a groan; a sign of his old age. Placing his hands on his hips he considered his surroundings, his mind instantly switched into work mode.

It wasn't going to be easy getting everyone back to their respective homes, maybe with more help from XLR8, but they would have to wait until the watch rebooted. He would also have to call in a favor to have the Limax's ship taken care of. There's also the massive issue of this happening to begin with, and with how close a call this was, it's a wonder he was still on Earth. He smiled to himself as a wave of nostalgia washed over him. He turned to Ben and Gwen who stated

stared up at him, their difference in height becoming more apparent to him than ever before.

"Kids, I can't even begin to express how proud I am of you two!"

Ben and Gwen looked at each other and then back to their Grandpa, huge smiles plastered on their faces.

"It was nothing Grandpa." Gwen said.

"Nothing but the pure power of awesome!" Ben said, receiving an elbow to his side.

"Would it kill you to be humble for once?"

"Oh look who's talking! What was it you said when you first turned into Heatblast? 'When you got it, you got it?' Yeah, real humble dweeb!"

…

"Oh are you leaving already?" Aunt Vera chimed as they walked outside her home.

"Why, it feels like you all just got here."

Max turned and gave her a hug, "Once you get started on those birds of yours you don't realize how fast time flies." He said with a smile.

"Oh, well just be sure to come and visit some time." She said returning the gesture.

"I'll let you all get to it," She said, pulling away a confused look on her face, "now I gotta figure out what to do about those weird burn marks on the floor."

Ben and Gwen shared a look.

"I'm sure it'll buff out with a little elbow grease." She said with a huff.

Gwen and Ben hugged her and said their goodbyes. "Oh! And Ben? Be sure to stay away from Dairy, I believe you may be lactose intolerant!"

Ben nodded and gave her a warm smile, "Thanks Aunt Vera, I'll keep that in mind."

With that he gave her a wave as he closed the door to the Rustbucket. He sat down in the booth opposite of Gwen who rested her head on the table.

"What's wrong Hero? Tough day?" He said, propping his head in his hands.

She gave him a smirk, "No, I'm just sore from having to carry your heavy butt around for miles."

He let out a chuckle and leaned back in the booth. "Whatever you say, you bird nerd."

"Hey Grandpa, where're we heading next?" Ben called out, leaning his head back on the seat.

His Grandpa responded with a jovial laugh. "I don't know son, you tell me?"

The Rustbucket came to life with a soft growl, Max gave one last look at his grandchildren in the rear view mirror, before shifting the RV into drive and heading down the road.

"Let's start with something to eat, I'm starving!" Ben said from behind.

"Aye aye captain."

Now this was a long one (for me anyway) and just think how long it would have been had I not split them it into two parts. I'm going to heavily encourage reviews for this one because this was a bit tough for me, if I'm being honest. I hope you'll forgive the slight OOC-ness of our cast. I'm trying to add just a bit more depth to them, and I think its justified given the setup and nature of these particular events. But what do I know? Tell me what you think! See ya in the next one!

Thankies!