Altwin was like so many of the alien desert cities Kevin had seen in his travels that he couldn't help but roll his eyes at the cousins' reactions as it became visible as they crested a sandy hill. A few bushes and grasses sprouted up on the verges of the high sandstone walls, a great contrast to the lifeless desert they had been staring at for the last few hours. Low tents and other wagons lined the pebble road leading to the cities gate, people moving about the camps. The ex-criminal couldn't see beyond the huge walls, but he expected to find low buildings made of the same material as the wall, all mashed together to use up as little space as possible and from the look of the sudden vegetation, a huge oasis was hidden somewhere deep within its center.

"It looks like something out of a history textbook," Gwen whispered in wonder. Kevin couldn't help but smirk.

"Where do think they all learned how to build the ones on Earth?" He felt a surge of amusement as the redhead turned to glance at him, eyes large and round. It took all his self-control to not laugh at her expression.

"Really?" He merely shrugged and grinned at her.

"Who knows. There are hundreds of civilizations with the same architecture. For all we know , these Hajima people could be real and that started it." She glared at him, her expression a mix of anger and thoughtfulness. She lightly smacked him on his shoulder and got up from her seat behind Sobe to go to the back of the wagon.

"Wow, Kevin. Who would have ever thought that you were a history geek?" The younger boy grinned at his friend, his voice teasingly sarcastic. The sixteen-year old followed Gwen's example and slapped the back of his head and stood up with a growled 'Shut it, Tennyson'. Ben laughed and scratched Brownie behind her ears, grinning at the purr he was rewarded with. Despite himself, Kevin found himself watching the other boy.

To anyone else, the brunette would seem completely normal, but they had been spending all their free time together for the past few months and gotten to know the signs the other showed when something was wrong. That's what happened when you were on a team. Surprisingly, it was Ben that was the one that was the hardest to tell. The signs were there though. Dark smudges circled his eyes, a worry line creased his brow, his green eyes were distant, and his shoulders were hunched slightly. With an almighty sigh, the ex-criminal flopped back down in his seat, startling the boy and his new guardian. "Alright, what's up?" Brown eyebrows touched in confusion and the Omnitrix-wielder tilted his head to the side in the classic Tennyson fashion.

"What do you mean?" It took all his self control to not slap the smaller boy for making this harder than it needed to be. To punctuate how pathetic the attempted distraction had been, he sent a dark glare at his companion. The look was all that was needed and Ben sighed in defeat. "It was so real, Kevin. There was no way that was just a dream. Everything was too lifelike to have been a dream." Kevin felt dread grip him. This was the last thing he wanted to talk about. He was good at giving advice hidden behind sarcastic and taunting words over little things, but when it came to dealing with real problems and worries, he left it to the cousins to deal with. They were better at the whole emotional problem thing. When he didn't answer, Ben looked up from his hands and shook his head. "Never mind. It's not important. Maybe you were right. Maybe I really am going insane." That didn't help lighten the situation as Kevin tried not to think what would happen if the fifteen-year old really did loose his sanity. The thought wasn't pretty.

He was stopped from voicing his thoughts however, as the wagon pulled to a stop. Sobe's wagon had taken lead of the train and they were the first to reach the high stone walls. The giant man sent them a warning look and motioned for them to move out of view. They scrambled to the alcove that they had used as napping place during the trip and quietly pulled Gwen down with them. Two guards with large scythes stepped up to the procession's leader and glared at him. "Hold it! No one is allowed into the city. What is your business in Altwin?"

"Me and my men are here ta trade our wares from the Western desert. What's the meanin' of this? We have never been turned from the city before." Anger bubbled beneath the man's clam appearance and his knuckles were white around the reins.

"There have been pirate attacks less than a day's march from here. The king has ordered that no outsiders are allowed inside the city during his visit. If you want to sell your wares, you'll have to do it out here." Red flashed across Sobe's tanned features.

"What?! You expect me ta willin'ly leave my wagons out here when pirates are so close? That is jus' askin' for an attack!"

"That is not our concern. Now I suggest you find a spot and start your business before night falls." The two guards walked away, laughing amongst themselves. Sobe huffed under his breath, muttering something that could only be a curse. With a hearty sigh, he flicked the reins and led the wagon train away from the walls and to a an open patch of sand.

The wagons created the same circle they had last night and word quickly swept through the workers about the situation. It didn't take long for angry debates to start. The trio jumped from the wagon and quickly found Sobe glaring at the stone walls they had stopped next to with unadulterated hatred. He noticed them and angrily ran his hands through his greying hair, getting control of himself with a explosion of breath. "I'm afraid I'm not gonna be able ta keep my promise. This is the only way into the city and they're not goin' let ya three in." He sighed again and the vibrant life that he had shown during their trip dimmed. "Unless the king leaves tomorrow, my group will have ta go ta the next city. It's too dangerous out here. I can't risk an attack." Guilt overtook the man's features and he shook his head. "We'll try again tomorrow, but I doubt much will have changed."

"There's absolutely no other way to get inside?" The group looked at Gwen, the two teenagers recognizing her tone. Kevin hoped he could hide the mix of excitement and dread he felt better than Ben could. You never did know what to expect from one of Gwen's plans. They worked more often than not, but that didn't mean the boys had to like them. Sobe just nodded, glancing at the three teenagers in surprise.

"No. Not unless you climb the walls," everyone stopped to glance at the smooth walls towering over them, "but it's impossible. And even if you could, they have guards posted ta watch them. There is no way you could get in without gettin' caught." When Gwen's serious expression brightened, the trader frowned. "Why, girl?" Kevin forced himself not to groan at the grin spreading across the redhead's face. Ben stepped closer to him, leaning over and shaking his head.

"It's going to be a long night isn't it?" The ex-criminal just nodded grimly.

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Gwen rolled her eyes as Kevin once again fidgeted, his dark eyes flickering up to the sky to try and track how much time had passed. She wanted to smile as he grunted in annoyance and cupped his chin with his hand. She would have been truly impressed if he could tell that five minutes had passed just by looking at the moon. "Calm down, Kevin. Ben must have memorized Sobe's directions a hundred times by now and once we get in, we just have to stay low and not draw attention to ourselves." The look he gave her clearly said what he thought about her optimism.

"I really hope you don't think it will be that easy. Listen, I know a thing or two about breaking and entering," she quirked a teasing eyebrow at him and he stuttered. "Um... forget I said that. Anyway, it's not as easy as you think. We don't know what kind of security system they have or what weapons they use. For all we know, they could have phased plasma rifles. Just because the average guard doesn't have one doesn't mean that others won't." He winced at whatever memory that brought up and Gwen stumbled to try and drag him back to the present.

"That's why Ben's been talking to Sobe this entire afternoon. He's our best chance to find out what to expect. I realize that this is our chance to get home. I do. I'm just not going to give up before we even try." The dark glare was back on her again as she finished her jibe. Kevin shook his head and grunted.

"That's not the only thing I'm worried about." The redhead turned to follow her friend's gaze and frowned as her green eyes landed on Ben chatting comfortably with the giant trader. She turned back to face her companion with a defensive frown.

"Ben? What about him?" Despite herself, she couldn't keep the aggressive tone out of her voice. She didn't know when it had happened, but she had become very protective of her cousin, something she was paying for lately. Kevin leaned back and crossed his arms over his broad chest, his eyes staring blankly into the distant fire the camp had built.

"C'mon, Gwen. You really think it's just coincidence that he dreams about raiders attacking us when they've been getting enough reports of just that close to a city?"

"So? What, you think Ben's got some weird powers or something? He hasn't shown sign of it before. Why would they just pop up now? And why does it have to be some conspiracy? Sobe was talking about the pirates before we went to sleep. It's possible it really was just a nightmare." She really wished that was true, but Kevin had a point and weirder things had happened. It just wasn't fair that Ben had another thing to balance along with his already crazy life. The last thing he needed was powers forming while they were trapped on some remote planet millions of miles away from home.

"Whatever he was fighting was real to him," the older teen said, gently touching his bruised chin. The conversation dropped off on that cheerful note, each teen thinking over what they had just said.

"Uh, guys? Did I miss something?" Gwen jolted upright and twisted to find Ben standing just behind her right shoulder, green eyes passing over their faces in concern. The Anodite shook her head and her cousin nodded and crouched down in between them though she could still feel his sharp eyes on her when he thought she wasn't looking. "Alright. The city is pretty basic." He dipped his finger into the sand and began to sketch squares and lines. In almost no time, they had a small street map of the city before them. Gwen couldn't help the wry grin that pulled at her lips. Her doofus cousin, who could barely keep a 'C' average, had memorized an entire city map and had probably already figured out the best way to get to their destination in only a few hours.

The feat seemed lost on Kevin however as he just nodded as if he had known it all along. "So what's the plan?" Her quiet question brought that analytical light to his eyes as he leaned over and pointed at a line signifying the wall they were camped against.

"We're here and the gate is here. From what Sobe described, our best chance of getting in undetected would be over here," he tapped a spot near the back of the city, "He said its mostly full of run down buildings and is the least likely to have soldiers or anyone else we don't want to be seen by. If we leave in a few minutes, we should be able to get there by midnight. We can get in and then find Jeban's man in the scholar district." His finger quickly marked an 'x' over one of the squares near a round circle that signified the oasis Kevin had mentioned earlier. "Okay?" Gwen nodded and quickly surveyed the map again. It didn't look that hard.

"Great, but one problem. How are we going to get in?" Kevin frowned, glancing up at the high walls. Gwen rolled her eyes and held her hand out in between the trio, pink energy flaring to life. The boys jumped back and she smirked.

"I think I have an idea."

It was only ten minutes later that the group set out, after giving their gratitude to Sobe and his men and saying goodbye to the traders. The walk to the spot Ben had marked took another hour and the smokey sliver of moon was near its zenith by the time they reached it. With a quick motion from the redhead, a hovering platform formed next to the rock wall.

Ben tried not to look down as Gwen slowly made the transparent square rise. It wasn't that he didn't trust his cousin, there were few who he could rely on more, but it was more that he was unable to do anything. It was an odd feeling to be floating several feet off the ground without him having any say. He itched to change into Jetray or Big Chill or something so he could feel in control again.

Kevin and Gwen didn't seem to realize just how uncomfortable he was. They were both used to the sensation and didn't think anything of it now. Then again, they both could use their powers. His were off limits for the moment and that was probably what was scaring him the most. They were going in ready for a fight. He wasn't. He could handle himself in a fistfight, Gwen and Grandpa had both made sure of that, but the quarterstaff Sobe had given him felt sorely inadequate. Even having Brownie's mysterious powers wasn't reassuring. It was relief when the ride finally ended and he could concentrate fully on the mission.

The wind picked up and he hastily grabbed the front of his cloak to keep it shut as they crested the wall, wishing he had his jacket back no matter how dirty or ripped it was. The three teens and alien cat jumped off the floating energy and crouched on the ruff surface. IN the dark, ben could just make out the shape of a sleeping guard not far away.

Gwen closed her eyes and took a deep breath, the boys making sure not to disturb her meditation. After a minute, she motioned toward one of one the more dilapidated buildings. "In there. I can't sense anyone there. We should be fine until morning." They nodded and the redhead quickly conjured a disk of glowing mana. They quickly piled on and the ride down was faster than before.

Ben happily jumped down the last three feet and shuffled over to the nearest building's shadows. His companions easily joined him, Brownie slowly padding over to them, and he couldn't but grin. This felt way too much like a spy movie. Moving away from any of the buildings that obviously were occupied, they made their way through alleys and found the structure Gwen had pointed out. When the door refused to open, Kevin kicked it in, ignoring the glares form the cousins at the noise he made.

"Well, this is homey," the taller teen said, his tone dripping with sarcasm as he entered the room. There was a reason why no one else had decided to stay here for the night. The back of the roof had caved in and rubble littered the floor. The back wall looked like it wouldn't be long until it followed the roof. Garbage and dust covered everything and Gwen clamped a hand over her mouth to keep from screaming as a rodent look-a-like skittered across the floor. She paled as Brownie eagerly stalked after it.

"It's what we have to work with. It's just for one night anyway." Even his own words fell short to his own ears and Ben slowly scouted out a place to sleep, frowning when more of the rodents fled from Gwen's glowing hand. "You don't think they eat meat do you," he asked as he caught a glimpse of sharp incisors.

"Oh, please don't say that. I really don't want to deal with that right now." The fifteen year-old boy gladly dropped the subject.

"At least that thing is good for something," Kevin stated as they heard Brownie's growl echo through the room. "And now we won't have to feed it." The older teen stretched and yawned. "Either way, I'm going to sleep. 'Night!" He skulked away into the darkness and laid down on one of the larger slabs of rock ceiling. Gwen nodded but hesitated, picking a spot close to Kevin. Ben settled down near them, ignoring when Brownie sat by his back and started cleaning her muzzle. With a sigh, he let sleep come over him, trusting the dragon-cat to watch over them if their new roommates decided to try anything.

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Gwen blinked the sleep out of her eyes as a shaft of light landed on her face. Kevin grumbled next to her and cursed the bright sun as he moved to get up. Running her fingers through her hair, she wished she had more than just the clothes on her back. She felt disgusting after two days in the desert and then a night sleeping in an abandoned building. It was probably good that she didn't have a mirror. Something told her, it wasn't going to be pretty.

Brownie leapt up to her make-shift bed and forcefully nudged the Anodite's thigh with the tip of her nose. The small creature leapt over to where Ben had fallen asleep and padded around the bare rock. A shock of panic finished waking her up and she jumped down to the floor. "Ben? Kevin, have you seen Ben?"

"It's not my job to watch him. Why?" The ex-criminal jumped down from where he had been exploring and landed by her. Last night's conversation and Ben's strange nightmare added to her uneasiness and she felt her voice shake as she called out for her cousin again.

There was scrambling behind them, farther up on the pile of rubble, and the two teens wheeled around at the noise. Kevin subconsciously placed himself between her and the unknown threat. The noise continued and Brownie prepared to pounce. "Ben?" Someone grunted and the brunette landed on a slab of stone three yards above them.

"Sorry. I was just trying to figure out where we are." He scrambled down the loose rubble and bent down to pet the strange cat at their feet. "I think we should get to the house a little before noon if we don't get lost."

"Or something else doesn't go wrong."Gwen glared at Kevin, not happy about the reminder of how their luck usually went. Ben didn't seem to mind and just chuckled in response.

"Or that. Either way, we're inside the city now. All we need to do is make sure that we don't kicked out and we'll be fine. If we do get lost, we can just ask if anyone knows this guy, Orieus I think was his name. Just make sure we stay together. Okay?" They nodded and slowly began to check to make sure that everything was still in the packs Sobe had given them. It couldn't be later than eight o'clock according to the sun and the redhead dearly hoped that Ben was right with his estimate. She just wanted to be home, take a hot bath, and not have to worry about anything.

The streets were narrow and enclosed by buildings. Claustrophobia set over the Anodite and she inched closer to Kevin to keep the walls from closing in. He cocked an eyebrow at her, but wisely decided not to say anything, something she was grateful for. Ben lead them through the pathways, his forehead creased in concentration as he tried to turn the 2D map into a 3D one. Nevertheless, he continued to wind his way through the city, never showing a sign of hesitancy. After half and hour of walking, the streets widened and the facades on each side became more well-off and clean. More people passed them and it took all her willpower to not look suspicious. It didn't help that Kevin glared at everyone who looked their way. More than once she had to elbow him in the ribs to get him to stop.

The sun arched over them and Gwen felt her throat run dry. She ruefully glanced at the other people carrying jugs of water. What she would give for a drink, but they had little water stashed in their bags and she didn't want to waste it. She would just have to suffer in silence.

She didn't notice the increase in people until someone bumped into her as they hurried past. The streets had widened again until they were a good ten feet across but they might as well have been only one for all the room she had. Brownie slunk around her ankles and mewed in annoyance. Without thinking, Gwen bent down and picked up the animal before she was stepped on or lost in the forest of legs. "What's going on, Tennyson?" Kevin moved closer to her and grabbed her hand to keep them from getting separated in the bustling throng. Ben, who had managed to squeeze into a space a few people in front of them, looked back and shrugged. Kevin frowned and the redhead could tell he didn't like the murmuring crowd around them. "Let's go around. I don't like this."

"But it will take forever to get around this! Maybe we can just push our way through?" The brunette glanced anxiously around people's shoulders toward the other side of the square the mob was moving toward. Gwen hugged Brownie closer to her chest and couldn't help but agree with the boy at her side. Something was grating against her senses and all her instincts told her to get as far away from this place as possible.

"Ben. I really think we should listen to Kevin. Something doesn't feel..." Her warning was cut off as a scream of pain cut through the hot air and the whispering of the crowd increased, the people shifting around anticipation. The three teens turned toward the noise and before Gwen could even open her mouth, her cousin had disappeared into the crowd. "Ben!"

Kevin cursed loudly next to her and released her hand, rushing after the younger boy. "Idiot." Brownie struggled against her chest and she was forced to drop the dragon-cat. The creature landed on all fours and took off like lightening. Unable to help her own curse, the redhead shoved her way through the people between her and her boys.

"Ben! Kevin!" People cried out angrily as she pushed them out of the way. The sea of bodies suddenly dropped off and she slid to a stop on the sandy ground. A large hand wrapped around her waist and stopped her before she crossed the invisible line keeping the crowd back. She gave Kevin a grateful glance over her shoulder but he didn't see it. His eyes were focused in front of him and anger flashed across his features.

"That idiot! That overly heroic, over-righteous idiot! What does he think he's doing?" His hissed insults wormed their way into her head and she couldn't help but agree as she glanced across the open circle. Ben stood between two heavily armored guards and a dirty looking man. One look confirmed that he was ready for a battle, his back straight, feet spread apart, and quarterstaff in hand. The three citizens looked wholly confused to find a teenager suddenly in their fight, but the bigger guard quickly got over it.

"I'd watch myself, boy. You don't want to do anything stupid. Step aside so I can teach this rat to respect his betters or I'll have to include you in the lesson." The guard towered over Ben, not nearly as tall Sobe, but still a good two heads taller than the teen. His muscles bulged beneath his clothing and his dark eyes had a mean glint to them. But Ben had gone against worst without flinching, and Gwen knew the man was going to be seriously disappointed when his intimidation didn't work.

"What's he done? I seriously doubt its worth the beating you've been giving him." The teen's voice was strong and sure, the voice of a person who knew he was right and wasn't about to let anyone tell him otherwise. The large guard sneered and his beefy fingers curled in fists.

"This filth has been blaspheming the king. It's our job to teach him why he shouldn't be badmouthing the man who controls his very life and I won't have some child telling me how to do it. If you're so worried, then you can take his punishment." The beaten man staggered to his feet, rubbed blood from his lip, and glared at the soldier.

"This is between you and me, Lobin. Don't bring the lad into it because he's not afraid of you, you fat oaf. Besides, it's not blasphemy if it's true and there isn't anything more true than the fact that theso-called magnificent king is nothing more than a pompous idiot who's too absorbed in himself to see his people suffering." The crowd broke into hurried whispers and they glanced warily at the two guards and the talkative man.

"Watch your mouth or else I'll have it cut out!" The rebel just smirked at the threat and Lobin's face flushed red in indignation. "That's it!" He leapt at the man, his huge hands ready to rip him limb from limb. Gwen winced as the loud snap of wood on bone seemed to shake the air and her stomach threatened to reacquaint her with breakfast. Ben had once again placed himself between the man and the guard, the quarterstaff held out from where it had slammed into Lobin's face. The guard was sprawled on the floor, gripping his broken nose. The rebel man blinked in surprise and stared in amazement as the brunette readjusted his grip on the staff.

The other soldier launched himself at Ben and forced the teen to duck under a punch and behind him. The rod flashed out and roughly hit the man on the back of his skull and he collapsed to the ground unconscious. The crowd's attention was brought back to Lobin as he held a clay whistle to his lips and the shrill sound resounded through the city. The spectators instantly ran, trampling any who weren't fast enough to get out of their way.

Kevin ground his teeth together, the muscles in his jaw tight as steel. A quick glance confirmed that Ben hadn't moved from his position. Cursing loudly enough to be heard over the scrambling crowd, the ex-criminal grabbed his crush's hand and pulled her into the flow of the mob. They couldn't stay here. It would only lead to more trouble. He wasn't surprised when he felt her tug at him to move toward her cousin. "We can't," he hissed. "The fool decided to get involved. We can't help him now without ruining everything."

"We can't just leave him!" The pure fear in her eyes almost made his heart break, but he steeled himself against his emotions and forced her to follow him.

"We'll get him back. I promise!" With one last glance, they saw the first round of guards descend on Ben as they rounded the corner and ran through the small streets of Altwin.


Hello! I just wanted to make one thing clear: Ben doesn't have any hidden power, Anodite or otherwise. My belief is that if he did, they would have developed already and not just come suddenly out of the blue. Even Verona said that his alien heritage hadn't given him powers. But yes, there is something wrong with him. What? You'll have to see. I hate giving things away. I just needed write this because I didn't want anyone to stop reading becuase this was going to be another one of those 'Ben gets powers' fics. It's not. And yes, Ben is a righteous idiot but we love him all the same! :)

So, I'm done ranting. Tell me what you think, even if its to say that I'm a talentless hack. It would be nice if you didn't but I'd like to know what you think. Thanks for takingt he time to read this. Hope you enjoyed the chapter.