Chapter Two: "Instinct"

Open books were spread all over the table as Frank Tennyson entered the kitchen. Alarmed, he noticed his daughter with her head down on her arms, asleep in the middle of a thick book. An empty cup of coffee was next to her. Though it looked like just a failed late-night study session, he knew enough about Gwen's life that he wanted to be sure that was all it was.

"Gwen?" he called gently, shaking her. "Gwen?"

Moaning, Gwen opened her eyes to see her father standing over her in worry. She groaned and sat up, mumbling, "Morning, Dad."

Giving the scattered books an amused smile while Gwen rubbed the sleep from her eyes, Frank asked, "All-nighter?"

"More or less," Gwen admitted as she closed one of the books. "I couldn't sleep last night, so I decided to look for some way to help Ben with his memories."

Frank picked up one of the books, looking at it skeptically. "This doesn't look like medicine. In fact, if I didn't know better, I'd say…"

Gwen sighed and practically ripped the book out of her father's hands. "It's magic, okay? Can we not have the science vs. magic argument right now? It's way too early for me to be fighting with anyone."

"Fair enough," Frank agreed, looking sympathetically at Gwen. There were dark circles under her eyes, but it was clear it wasn't just lack of sleep that was aggravating her. "Did you find anything that could help?"

Gwen exhaled, keeping her temper in better check this time. "I know you don't believe in magic, so you don't have to humor me. But alien powers or not, it works for me. Just not a lot lately." She gave her spellbooks a frustrated look, fighting back tears. "It seems like every time I try and look for something that can help Kevin and Ben, I can't. I can't fix Kevin, and I can't help Ben. I'm completely useless."

"No, you're not," Frank argued. "And I know they've probably told you the same thing. This is a tough situation, and you're not going to find an easy way out of it, whether through magic or science. Eventually, you'll find a way to help Kevin with his problem, and as for Ben…" He put his hands on her shoulders as she looked up at him, her eyes tearing. "Give it time. Ben's going to start remembering things sooner or later. The best way you can help him is just to be there and help him make sense of everything."

Gwen closed her eyes. The tears she'd been holding back slid down her face, and she nodded. Taking a moment to wipe away the tears, she said, "I guess you're right."

Giving her a comforting smile, Frank asked, "Now, just what are you going to do about school? It starts in a few hours, and looking at all of this, I'm not sure you got enough sleep."

"Any chance I can stay home?" she asked. "I really need to check on Ben, especially if Uncle Carl and Aunt Sandra are going to work."

"He'll be fine for a few hours," Frank insisted. "I'll let you stay home, but you need to sleep, not just worry about your cousin."

"It's not that," Gwen insisted. "Just…" Her father gave her a confused look, and she sighed. "Ben's going to be alone for six hours with Kevin as the only one around. With amnesia." Frank started to catch on, and a smile spread across his face. "I really need to be sure he's going to be okay."


It took a lot of convincing for Ben to get his parents to leave him home alone for the day. While none of his memories had returned yet, he felt better after a good night's sleep, and they'd admitted that he seemed to be a bit more like himself. Ben couldn't judge that for himself of course, but his head was clearer and he had more energy at the very least. Still, it took a lot of complaining before they finally agreed he would be fine on his own. It had felt comfortingly natural, giving him that further assurance about who they were and who he was.

Even so, it didn't answer for the cuts and bruises on his body or the bruises on his wrists and ankles. Those he covered up with a jacket and socks, afraid to bring attention to them as he tried to get a little time to himself. He needed to figure things out on his own, and he knew he wouldn't be able to if anyone saw the bruises. They'd never leave him alone.

There were photos in the living room, so he decided to go through them, try and see if they jogged any memories. The years were laid out before him: infancy, childhood, and adolescence. It was strange looking at the pictures, seeing himself at different ages, and not remembering anything: a family photo when he was a kid, a recent school picture, pictures of him with a soccer ball, pictures of him with his friends. None of them brought back any memories. He picked up a photo of him laughing with an Asian girl and only felt a vague sense of familiarity. He knew that he knew her somehow, but he couldn't remember anything specific. Frustrated, he slammed the photo down on the mantle.

The front door opened suddenly, and Ben jumped, his hand going directly to his watch. Surprised by this odd reaction, he looked down at his hands as Kevin walked through the door. For a moment, they stared in complete confusion—Ben trying to figure out the weird reflex and Kevin trying to figure out what was going on with Ben. Finally, feeling silly, Ben lowered his arms.

"…Hey," he said a little awkwardly.

"Remember anything yet?" Kevin asked.

"Not really," Ben confessed.

Kevin walked over and hit him upside the head with a magazine. "It'll come back sooner or later."

Ben rubbed his head as Kevin made himself at home. "What are you doing here?"

"Figured I'd drop in, give you some company," Kevin answered, plopping down on the couch and putting his feet up.

"And we gave you a key?" Ben asked suspiciously.

Kevin smirked. "Nah. I've got my own way in."

It took Ben less than a second to realize what he meant, and he stared at him in disbelief. "You picked my lock?"

Kevin shrugged, still smirking. "I told you before you need to change the locks around here. Guess it's one of the things you forgot."

"You…" Ben sputtered, completely blown away by his audacity. Not only was he breaking into Ben's house, but he was making fun of him for having amnesia! "I can't believe you!"

"You say that a lot," Kevin pointed out. "Looks like you are starting to remember things."

Ben groaned in frustration. He hated to admit it, but there was something familiar about this—something annoyingly familiar. Fighting off the migraine Kevin was starting to give him, he asked, "Did you just come here to pick on me all day?"

"Not really," Kevin answered. "Just one of the perks."

Ben rolled his eyes. "At least one of us is getting something out of this."

The smirk was back on Kevin's face. "See? There is a bright side to all this. By the way, I got you something." He tossed over the magazine.

"What's this?" Ben asked.

Instead of answering, Kevin just continued to smirk as Ben looked down at the magazine. It took three seconds for Ben to realize what he was looking at, and he threw the magazine back at Kevin. All the while, the smirk was still there.

Ben really hated that smirk.

"You brought me porn?" he cried.

"What?" Kevin asked, all innocence. "I thought it'd make the whole recovery process a lot less painless!"

"Looks like I got here just in time," Gwen cut in suddenly, her tone flat.

Ben turned in surprise as she walked through the door, but he managed not to reach for his watch this time. Gwen didn't look at all surprised to see that Kevin was smug and Ben was annoyed, and she sighed, "I knew it wasn't a good idea to leave you two alone."

"This is normal?" Ben guessed, not surprised himself.

"Too normal," Gwen answered, before giving him a probing look. "How are you feeling?"

Ben started rubbing his left wrist over his watch, trying to ignore the bruises and the weird reflexes. "Better today," he admitted. "And if nothing else, I'm starting to understand why no one believes Kevin and me are friends."

Gwen couldn't help but smile at that. Then, remembering the Styrofoam cup in her hands, she said, "Oh! I stopped by and got you a smoothie. Figured it might help."

"Thanks," Ben answered, taking it from her. He took a sip, tasting mango and pineapple.

"I wasn't sure what you'd want," she said. "You pretty much change your favorite every week."

"This is great," he insisted. "And much better than Kevin's idea of a get-well present." He was immediately hit upside the head with the magazine again.

"Hey, I'll have you know this was a well thought-out, heartfelt gift," Kevin said, standing right behind him. The porn was in his hand, with the cover torn from the impact. "And now you ripped it!"

Ben rubbed his head again, glaring at Kevin in annoyance. Behind him, Gwen crossed her arms, giving Kevin a similar glare.

"Kevin, leave him alone," Gwen argued.

"How many times are you going to hit me?" Ben demanded.

"As many times as it takes till you get your memories back," Kevin answered, tapping Ben on the head with the magazine again. When he was met with confused looks, he said, "You guys have got to start watching more TV. Skipper gets hit in the head and gets amnesia? Another good smack cures him?"

"Gilligan's Island," Gwen realized with a groan. "You are not trying to cure Ben with some kind of crazy scheme that only works in bad reruns!"

As Gwen and Kevin began arguing, Ben decided the best thing to do was ignore them. This too felt natural. He wandered back over to the bookcases and noticed a bare spot on the wall. Immediately, it caught his attention, and he had the vague feeling something was wrong about it. There was a faint trail of dust stretched out across the wall, as if a shelf had been there, but the line stretched down a bit, as if there had been a handle. Whatever it was, it had been hidden recently.

"Ben?" Gwen asked, concerned when she saw him studying the wall. "Is something wrong?"

"What was here?" he asked, pointing at the bare spot. Somewhat uncomfortably, he added, "It looks like it might have been a rifle."

Gwen and Kevin were silent for a little too long, and Ben couldn't help but feel suspicious. Finally, Gwen said, "Your parents don't own a gun, Ben. They really don't believe in violence."

And yet here he was, bruised and cut up as if he regularly got in a fight. Sighing, he sagged in defeat answered, "Right." They were keeping things from him and hiding some things that might have been important for him to remember. He didn't like it.

"Ben?" It was Gwen again, her voice soft and worried. Without turning around, Ben knew that she was giving him that look—somewhere between maternal worry and sisterly concern—and Kevin was keeping out of it, his arms folded as he pretended to look like he didn't care. Although he knew it, Ben didn't know how he knew it, and that was what bothered him.

"I can't remember anything," Ben confessed. "I know some things, but I just don't know why. I can find my way around the house half-asleep. I can argue with Kevin. It all feels right, but when I try to think about it, I lose it. Everything's right here in front of me, and I just can't hold onto it." He closed his eyes and tightly gripped the bookshelf, trying to concentrate. "I keep trying to figure out what happened, but the only thing I remember is a flash of green just before I fall into a bunch of trashcans."

A hand settled on his shoulder—heavier than he thought it would be, and right over a bruise to boot. Ben flinched slightly from the pain, and Kevin eased the pressure. Ben looked back at him to see a sudden serious expression on his face, and something seemed to come back.

"You're gonna get through it," Kevin said. "Stop worrying about it."

Ben watched him carefully as the almost-memory settled in place: the feeling that he was never alone, that he could always count on someone to help him out—someone he'd never expected he'd be able to count on. No matter how much they annoyed each other, there was that absolute trust between them.

"…You always have my back, don't you?" he asked.

Kevin pulled back as Gwen started smiling. Annoyed, he scowled and said, "Enough with the sappy stuff already, Ben. You're gonna make me think there's more wrong with your brain than just amnesia."

"He cares more than he lets on," Gwen assured Ben.

"No, I don't!" Kevin vehemently argued, making Ben grin.

"Anyway," Gwen interrupted, "you just need to take it easy. We talked to Grandpa Max, and he thinks you're going to have an easier time with instincts and habits than anything else. He says your memories are just out of reach, not gone completely."

Grandpa Max—the name felt like it should have meaning, but Ben was having a hard time connecting it to anything. Trying not to focus too much on that, he asked, "Is he a doctor?"

"Actually, he's a plumber," Kevin answered.

There was absolutely no trace of logic for Ben to follow. Helplessly, he gave his friends a bewildered look as Gwen quickly explained, "He's got a lot of experience in different things."

"I'll…have to take your word for it," Ben answered skeptically.

Gwen's smile was reassuring. "Don't worry. We all thought the same thing the first time."

Ben nodded, though still a little uncertain. Finally he asked, "Okay, so my memories are just out of reach. How am I supposed to reach them?"

Now, Gwen looked apologetic. "I've been looking into that, and so far I haven't found anything."

"Not even hypnosis?" Kevin suggested.

"Well, it came up," Gwen admitted, "but when I looked it up some more, none of the research seems to agree on anything. Some say it works, but others say it just plants a suggestion and can create a false memory." There was a pause, and she gave Kevin a flat look. "Besides, you'd just try to make him act like a chicken."

As Kevin smirked once more, Ben pleaded, "I've already got amnesia. I don't need to start thinking I'm a chicken too."

"You never know, it might be an improvement," Kevin said while Ben glared.

"Don't worry," Gwen insisted, "he's banned from messing with your head."

"Thank you," Ben sighed.

But even with the bad jokes, there was still regret all over Gwen's face. "I'm sorry I couldn't find anything to help you."

Gwen's concern still felt familiar, but this time, Ben thought he remembered how he would respond.

"It's okay, Gwen," he insisted. "Kevin's right. I'm going to be okay." Gwen smiled in relief and hugged him. Whether it was because she believed him or because he'd called them by name, he wasn't sure. But he was sure that it was going to be a lot easier to go through with them around.

Gwen finally let go, a little embarrassed. "Sorry. You're still confused, and I probably freaked you out…"

"It's okay," Ben said, smiling. "And actually, I could use you guys' help with something."

"Sure," Gwen answered. "Anything."

Ben turned and picked up one of the photos. "Think you can remind me who everyone is?"


Ben spent his entire afternoon going over the photos with Gwen and Kevin, and he began to feel a lot better. Nothing specific was coming back, but things and people were starting to feel more familiar. For the first time since he'd woken up without his memories, he started to feel optimistic.

It only took a misstep for all that optimism to come crashing down. Ben's ankle smacked into the kitchen table after dinner, and he suddenly remembered all the injuries he couldn't explain. Hurriedly, he ran into his bedroom and locked the door so he could check the bruises on his ankles.

"Aw man," he groaned, looking at a large purple bruise on one side of his foot, where the trophy had hit him the night before. Nearby, the bruises threatened to spread into the red mark where he'd hit the table.

"What's going on?" he muttered, pulling the sock back on.

He knew his parents were worried outside, but he also knew they wouldn't try to enter the room. It was enough to cement his decision. He pulled on a pair of shoes and opened the window, trying to ignore the sense that he'd done this before. Climbing out the window, he landed softly on the grass before walking off to think.


Ship was bouncing in front of the door as Julie approached. Giggling, she said, "Okay, Ship. Just give me a second to open the door."

The puppy-like alien bounced around her feet as she opened the door and stepped outside. Suddenly, something caught his attention, and he started jumping higher.

"Ship! Ship!" he insisted.

"What is it?" Julie asked.

Just as she asked, someone walked past the house. She stared in shock as Ben passed by, seemingly distracted. She was sure he wasn't supposed to be out there on his own in this condition. He was going to get lost or hurt or worse.

"Stay here, Ship," she ordered, closing the door and running after her wayward boyfriend. "Ben!"

He froze at the sound of his name and slowly turned. She'd never seen that confused look on his face, as he tried to place the memory.

"Julie, right?" he checked.

"Yeah," she answered. "Gwen told me about your amnesia." Ben sighed and nodded. "What are you doing out here?"

"I needed to clear my head," he admitted. Then, with a definite trace of bitterness, he added, "Not that that's not the problem right now."

This wasn't good. Sitting down on the grass, she ushered him to do the same. He did, but only after a moment of hesitation and caution. Julie didn't like it one bit; something had shaken his trust, and it wasn't just the memory loss.

"Are you okay?" she asked.

He shrugged. "I just can't seem to figure anything out."

"It's going to be hard," she admitted, "but that's why you have your family to help you." He flinched slightly, and she knew that was part of the problem. "What's wrong?"

Ben hesitated before asking, "How much do I tell you about things? About my life and my friends and family?"

Had he started to remember the aliens? Gwen would have told her if that was the case, so Julie played it safe and answered, "I know everything. You've always been completely honest with me."

Ben watched her carefully and nodded. Then he pushed up his sleeves. For a moment, Julie thought he was showing her the Omnitrix, but in the faint light from the streetlamps, she could see bruises circling his wrists.

"Ben…" she said in shock. She was about to ask what had happened, but she realized it was one of the things he didn't remember. She had to make her own judgment. "It looks like you were tied up!"

He pushed his sleeves back down and looked at the ground. "They're around my ankles too."

Worriedly, she asked, "Did you tell anyone?"

He shook his head. "I don't know if I can. There are bruises and cuts all over my body, and I don't know where they came from." He looked at her, and there was a trace of fear in his eyes. "I can't remember anything. Everyone seems okay, but I don't know that for sure."

Carefully, Julie took his hand, not wanting to try anything more intimate while he was so confused and scared. It simply hadn't occurred to anyone that his injuries from fighting aliens would draw his attention so much.

"It's okay," she insisted. "I think I know how you got all those bruises." He looked at her desperately, and she explained, "You try and help people, and sometimes it gets you in trouble."

"Like with the two kids Gwen and Kevin found me with?" he asked. "One of them just started hitting me."

"Cash and JT," Julie realized, and Ben nodded. "It's sort of like that."

"What do you mean 'sort of'?"

She sighed. "I can't be any more specific right now. But trust me, you're doing a lot of good. Sometimes you get hurt and I get scared, but I know you'll do everything you can to try and come out of it safely."

"Then why do I keep doing it?" he asked.

She smiled, a little sadly. "You wouldn't be you if you didn't." Hesitantly, he nodded. "Does that help any?"

"A little," he confessed, dropping his head in his hands as his shoulders sagged in defeat. "Feels like I've got more questions than answers, though."

"I'm sorry," she answered, completely sincerely. "I can't tell you more right now. You're supposed to try and remember on your own."

"Yeah, I know," he sighed, turning back to her with tired relief. "But I do feel better knowing I'm not being abused or anything."

"You'd never let that happen," she insisted. "You're too strong for that."

He smiled wearily. "Thanks, Julie."

He hugged her, and she could feel the tenseness starting to ease from his body. Being careful about the bruises he'd warned her about, she hugged him back.

"Anytime, Ben," she promised. As they let go, she asked, "Do you need me to call somebody to pick you up?"

He shook his head as he stood up. "I can find my way home. I was careful. Thanks."

She watched him walk back in the direction he came from, but she didn't feel right letting him just go like that. Taking out her cell phone, she quickly dialed Gwen's number.


Ben was only a few streets away from home when he had the distinct feeling something was wrong.

He came to a stop and immediately raised his left wrist as he started scanning the empty streets. He didn't see anyone around, but all of his instincts were telling him he was in danger.

Look up, something in the back of his mind whispered.

It was crazy, but he knew he'd have to trust his instincts. Looking up at the sky, Ben saw some kind of strange shadow coming toward him. As it got closer, he managed to make it out: some kind of eldritch horror—a large, gaping mouth with wings and tentacles. And it was coming for him.

Something told Ben to stand his ground, but he decided it was time to ignore it and run. Behind him, he could hear wild, insane laughter. It pricked at his memory, but he didn't turn around to look. All that was on his mind was the need to get away.

"You won't be able to hide, Ben!" someone called out to him—the same voice as the laughter. "And don't count on a rescue—I've made sure to block your Omnitrix's tracking signal."

The thing swooped down, and Ben dropped to the ground before it could grab him. One of the tentacles brushed past his back, scratching him with its sharp ridges. He suddenly had a feeling he knew exactly how he'd gotten those injuries, and he quickly got to his feet. Before he could run, however, a man dropped to the ground in front of him. He was topless save for a cape, which allowed him to show off his muscles—a physique that should have conflicted with his white hair and yellowish skin and eyes, but the combined features only made him appear more intimidating. Flashes of memory went off in Ben's mind—a sense of panic, then of defiance. And a name.

"You're Animo," he realized, taking a step back. "You did this to me."

Animo laughed again, and Ben unconsciously found himself tensing for a fight. Seeing this, Animo noted, "It looks like my attempts to break your stubborn mind failed. You're as insolent as ever. I'll just have to try harder this time."

"That's not going to happen!" Ben argued, holding up his wrist again.

Animo regarded him skeptically. "Do you really think you remember enough to work that thing?"

Ben looked down at his wrist in confusion. What was he doing? He needed to run. And even if he could fight off Animo and this creature, what good was a wristwatch going to do him?

Smirking, Animo ordered, "Attack!"

Ben looked up to see the creature flying toward him. Instinct took over completely. Without thinking, he squeezed the sides of his watch, bringing up a dial. And feeling like he'd done it a thousand times, he slammed the dial down again.

A flash of green light flooded Ben's vision, just like the one in his hazy memories. In the midst of the green, he could feel something happening to his body. Parts of his skeleton compressed while other parts elongated. His skin became tougher, and his body temperature dropped. And yet, none of it hurt. It was comforting, and caught up in the sense of familiarity, Ben let go of himself. Something else came to the front and breathed out its name in a slow hiss:

"Big Chill!"

Big Chill opened his eyes to see the Null Guardian flying toward him. Without a word, he flew toward it, going intangible to freeze it solid. The Null Guardian crashed to the ground, sending asphalt and splinters of ice into the air.

"Now for you," whispered Big Chill, turning to Animo.

He took a breath and exhaled a blast of cold air and ice. Animo immediately retaliated with a blaster. Too enraged by the mess of memory fragments, Big Chill failed to go intangible and took the laser in the chest. He shouted in pain from the burn, then started a rapid descent toward Animo, intending to freeze him the same way he had the Null Guardian.

No.

Big Chill stopped at the whisper in the back of his mind. Something suddenly felt wrong. He needed to stop Animo, make him pay for what he'd done, but there was something pulling him back. Something was fighting him.

I can't kill him, that whisper insisted.

Big Chill clutched his head in pain as the two sides of his mind fought. Taking advantage of his distraction, Animo fired his blaster again.

A pink energy barrier appeared in front of Big Chill, protecting him from the laser. Unfortunately, it shattered on impact, sending Big Chill flying backwards before he caught himself. Below, a humanoid figure tackled Animo.

"Ben!" came a voice he remembered. He looked down to see Gwen staring up at him in worry, her hands glowing pink.

Fear and confusion brought Ben back to the forefront again, and with the alien instincts suddenly losing control, he couldn't remember how to use Big Chill's abilities and fell. Gwen immediately cushioned his impact with an energy structure, but it only scared Ben more. Once he was on his feet, he took a step back, holding out his clawed hands in defense.

"Stay back!" he warned, only to be shocked at the sound of his own voice. It couldn't have been his; he didn't sound this raspy. But his body wasn't his anymore either, not with the blue and black skin, claws, and the wings that had wrapped themselves around him like a cloak.

Gwen's expression was full of concern as Ben started to have a panic attack. Slowly, she moved forward, insisting, "Ben, it's okay."

No, it wasn't okay, Ben wanted to say. He'd just been chased down by a crazy old man who had done…something to him that made him lose his memories. He'd been attacked by a creature out of some kind of horror film—a "Null Guardian," his vague memories called it. His watch had turned him into another weird creature with ice powers and almost no control over his mind until he recognized Gwen, who was creating objects out of pink energy. Just what part of that was "okay"?

He heard Kevin shout nearby, and he stared in shock as a young man made of metal and stone was thrown several feet. He was even more shocked when he realized that young man was Kevin.

"We don't exactly have time for this, Ben!" he argued. "You going to help us or what?"

This didn't make any sense…and yet somehow it did. Ben wasn't human, Kevin wasn't human, and Gwen—he wasn't even sure about her. It was obvious this was what they'd been trying to keep from him, but it didn't make it any easier to take.

His head hurt. Too much was happening all at once, and he couldn't get anything to make sense. He brought his hands to his head and closed his eyes tightly, trying to shut out everything.

"Ben!" Gwen called.

She put a hand on his arm, and it set him off. He threw his arms up, causing his wings to spread out, and shouted, "Stay away!"

Caught off-guard, Gwen was hit by the wings and fell to the ground. Seeing a threat to her, Kevin ignored his fight with Animo and turned toward Ben.

"Hey!" he shouted, running at Ben with one hand transformed into a mallet and the other into a mace. "You leave her alone!"

He was serious. Ben just managed to avoid a hit from the mace and jumped to avoid the mallet. Hovering over the ground, he just continued to dodge, weakly trying to defend himself by blocking with his arms.

"Stop it, Kevin!" Gwen yelled. "He's not trying to hurt us!"

Animo's laugh interrupted her, and they turned to see him in the air, standing atop the freed Null Guardian. "This is more entertaining than I'd hoped, young Ben. But don't think I'm done with you. I will have my revenge yet!"

The Null Guardian and Animo took off into the night sky, and Kevin groaned in frustration.

"Great, he got away!" he complained. "Now what are we supposed to do?"

"Nothing right now," cut in a new voice.

Ben turned to see a heavyset older man calmly walking toward them. He'd seen him in the photos at home, and he knew the name that went with the face.

"Grandpa Max?" he asked.

Instead of answering, Max grabbed Ben in a tight hug. Ben tensed up in shock for a moment, but he soon relaxed. Faint memories of safety and trust filled his mind. As long as Max was there, everything was going to be okay.

In that calmer state, Ben managed to remember how to transform back into human form. His feet touched the ground, and he looked up at his grandfather as Max slowly let go.

"Grandpa, what's going on?" he asked.

Max kept his hands on Ben's shoulders as he promised, "I'll explain everything later. Right now, you need to rest." He looked over at the others. "One of you make sure he gets back home okay."

"No problem," Kevin answered, walking over. "C'mon, Ben."

Ben looked at Kevin hesitantly before looking back at Max, who assured him, "Everything will be okay. Go on."

Slowly, Ben nodded before following Kevin to his car. It had been a long night, and something told him it was only going to be a longer day to come.

Implicit memory is the result of past experiences ingraining habits into you—such as Ben constantly going to the Omnitrix every time he's startled or afraid, as well as his kneejerk responses to Kevin and Animo. To add to the mess are the alien instincts, such as Big Chill, whose instincts we've already seen overwhelm Ben back in "Save the Last Dance." The entire fight with Big Chill was a throwback to that episode, with a touch of Aang's Avatar State from Avatar: The Last Airbender (particularly from the finale, "Sozin's Comet: Avatar Aang"). References to D'void/Animo were changed according to Ben's memory loss—it's more or less from his perspective, so the name he remembers is the name the narration uses.