"WHAT?" Ben and Gwen gasped.

"What do you mean, 'of sorts'," Max asked, a dangerous edge to his voice.

Hoverboard sighed. "Ever since Vilgax was defeated the power struggle for the Omnitrix has only grown more turbulent. You have to realize just how many races and how many people want this thing. There is a council comprised of the ten races that are represented in that device who seek to bring peace with it. The fact that it is held in the hands of a child is a bit unnerving."

"Hey!" Ben protested.

"It has nothing to do with the fact that you're an earthling or your background against other aliens and humans. It has to do with the fact that you are merely one person and against an army even you would be overwhelmed, child," Hoverboard told him in a gruff voice.

Ben closed his mouth but continued to glare at the alien anyway.

Max crossed the room and placed his hands on Ben's shoulders. "Are you sure you have to take him?" he asked softly.

"In order to keep the Omnitrix from enemy hands and in order to protect Ben it's the best option we have. Also, the council of elders that runs all the political decisions of our alliance has ordered it. They wish to meet with the one that the Omnitrix has bonded with," Hoverboard explained. "I know it's a bit overwhelming but I'm afraid I have no choice."

"Can we come?" Max asked even though he knew the answer.

Hoverboard shook his head. "I'm afraid not. Bringing a human up to our space station is walking on thin ice as it is. I can assure you that once the races that are after the Omnitrix's powers are brought under control I will be more then happy to being Ben back to you. This is as much for his safety as it is to ensure that the Omnitrix doesn't end up in the wrong hands."

"Look, I'm not his father, I'm his grandfather. I can't just let anyone come and take him, intergalactic war or no," Max replied, keeping a firm grip on Ben's shoulders.

Hoverboard sighed, "Mr. Tennyson, I hold a lot of respect for you and I know you understand how deep this goes. Please, don't make me use force."

Ben shrank into his grandfather's grip, ready to activate his watch if need be. Max sighed and patted Ben's shoulder, an invisible sign that told him no. "As long as he can contact me and his parents on a regular basis then fine. How long in our time do you think this will last?"

"In all we hope to have the situation under control in a few weeks of your time," Hoverboard answered. "War is tricky but we think we have the resources to do so. It's just a matter of keeping what they want away from them."

"Sometimes I hate this stupid thing," Ben muttered darkly.

Max nodded, "All right. He'll be able to call?"

"You have my word," Hoverboard answered. "I promise I'll set up a communications line just for you."

"What about my calls to mom?" Ben asked, looking at his grandpa.

"I'll wire those through," Max promised. "Ben, I know this tough, but you have to realize that he's right. We can't risk a kind of war to break out over earth like this."

Ben pouted, "But I want to stay here."

"You'll be with a bunch of aliens," Max said, trying to put a bright spin on it. "How cool is that? Who else would get to do that with their summer vacation?"

"Yeah," Ben said softly, slowly brightening up.

"Are you sure, grandpa?" Gwen asked, coming over.

"War is no joke, Gwen, especially one of this nature. Besides, I'd rather have Ben somewhere safe while this blows over. I was plenty nervous when Vilgax attacked and almost got Ben," Max replied evenly. "I don't want a repeat of that."

Ben blushed. "I know, lucky you set that self destruct, huh?" he asked.

Max ruffled Ben's hair affectionately. "I knew that he would do anything to get the Omnitrix, and I also knew that you would do anything to keep us safe. I like to have a little something called 'insurance' when I take some risks."

Ben smiled up and his grandpa and hugged him. "When I get back can we please go some place cool?"

"I think we've been to plenty of cool places," Max frowned.

"No, no, cool like Cedar Point cool," Ben said excitedly.

"You just want to go on the really big roller coasters," Gwen noted with a smirk.

Ben stuck his tongue out at his cousin. "Duh," he replied.

"All right, we'll go to Cedar Point when you get back, I promise," Max said. "Just be good all right? No pranks, we're dealing with very sensitive connections with races of beings we know very little about."

"I promise," Ben replied solemnly.

Gwen blushed and gave Ben a quick hug. "Learn when to keep your mouth shut dweeb," she said into his ear. "I won't be there to cover your big, fat mouth."

Ben hugged back very quickly and they let go. "I'll try," he said cheekily.

Hoverboard watched this all very quietly and when the goodbye's had apparently been said he nodded to Ben. "Ready?"

"I guess," Ben muttered.

There was a click and the cloaking device came back on. "Good, follow me," a voice said.

"How?" Ben asked dubiously.

Gwen pointed at the floor. "You can see his footprints."

"Oh," Ben said and followed the massive form towards the door. "Bye, grandpa, remember you promised me!"

"I know Ben. Stay out of trouble," Max managed to say before the door shut. "Oh boy," he sighed.

"Grandpa, is it really that bad?" Gwen asked.

"I don't know Gwen. Whatever is happening up there it's bad enough that the watch Ben has is becoming a liability," Max noted with concern.

"I'm worried grandpa," Gwen said shakily.

"Me too, Gwen. Me too," Max replied.

Ben followed the footsteps to a small silver craft hidden out of the way. "So uh… in all fairness, where are we going?"

Hoverboard reappeared and activated the craft. "The Omnitrix is based on the DNA of ten species of aliens. There is a spacecraft where ten chosen to represent their race live to ensure that more Omnitrix's can be made if it's needed. However since they're difficult to create and you hold the only working one to date we're not in any rush to try again. Just suffice to say that where we're going is a form of that 'insurance' your grandfather was talking about."

"Oh," Ben said simply.

"You can get in. It might take us a few hours to get back because I have to be careful about not giving away my final location to anyone," Hoverboard said.

Ben climbed into the spacecraft and sat on a seat behind the one with the controls. Hoverboard got into the front seat and an airtight shield hissed overhead, sealing it shut for when they got into space.

Since the seats were big enough for Hoverboard they were far too big for Ben. While the craft rumbled to life Ben pulled his knees to his chest and looked around. From one vehicle to the other in such a short time. With a sigh he fell over onto his side and gazed out of the shield at the dimming sky. Without warning the spacecraft shot into the air and away from where they were with alarming speed even though Ben could feel no difference in movement.

"Are you all right?" Hoverboard asked, glancing around at his new charge.

"I'm fine," Ben muttered. "Just tired. You came on a real bad day you know," he accused.

Hoverboard sighed, but he reminded himself that Ben was merely a child and so him saying such things wasn't considered abnormal on earth. "How so?" he asked.

"Well for one thing I've been in an RV for 10 hours today," Ben growled. "Do you have any idea how boring the Midwest is to look at after three days? Most exciting thing I've seen in three days is a cow, and I've seen hundreds at this point!"

Hoverboard's hard lips twitched upwards momentarily in a slight smile. "I assure you that once we've docked you can run around to your heart's content as long as you don't get yourself into trouble."

"You sound like Gwen," Ben muttered and turned on his side. "She always says stuff like that."

"Hm," Hoverboard replied, unsure of what to say. Send him on a dangerous undercover mission and he won't bat an eye, tell him to take on the enormous pressure of representing his whole race in a highly political maneuver to create a weapon of immense power and he's right in the front, ask him to baby-sit an earthling who stumbled onto something larger then life and he was ready to run away and hide. Who was he to keep an eye on a young child from a different race? It wasn't like he knew a ton about humans to begin with and he knew even less about kids. Great combination.

Ben took his silence as an invitation to close his eyes. Within a half hour he was asleep on the huge back seat as Hoverboard continued to maneuver the craft in space, taking care to weave a tangled web of connections to confuse anyone trying to follow him. This was his life, his calling. He was a proud person and he was unsure of whether keeping an eye on Ben and the Omnitrix was a particularly high calling or a demotion.

With his guidance, he finally managed to coax the craft into the hidden space station. With a heavy sigh he let the craft open and he stepped out, feeling a small sense of accomplishment that things had actually gone rather smoothly. "Hey, we're here," he said gruffly.

Ben wrinkled his nose in his sleep and turned over murmuring something about ice-cream and hotdogs.

"Ben?" Hoverboard asked again.

Ben didn't even move the second time. He stayed fast asleep, the hours of in transit finally taking their toll on his body and mind.

Hoverboard looked around, unsure of what to do. On the one hand, he probably could just wake Ben up and show him to his room; on the other he really didn't want to deal with a cranky child. Then again with his body being the way it was he'd probably end up hurting the child, whether he picked him up or even shook him awake.

"Hey, you're back!" a gruff voice said loudly from the opening.

Ben groaned in his sleep and turned over again, curling up into a ball and lying still. Apparently he had been very tired.

"Shh," Hoverboard said out of force of habit.

The creature that Ben knew as Fourarms but whose actual name translated roughly to 'Strongred' due to his physique and color but most of the other aliens on board simply called him Red and left it at that raised his eyebrow. "Shhh?" he repeated. "You got the human?"

"Yeah," Hoverboard replied. "He's… kinda asleep."

Red walked over and looked in the spacecraft. The sleeping Ben was oblivious to everything so he remained in his curled up position and continued to nap. "He doesn't seem so bad," Red laughed robustly. "The way you described your encounter made him seem like some hyperactive ball of energy or something."

"You didn't see the way he fought," Hoverboard growled.

"Well, might as well get the human into bed," Red said cheerfully and picked up Ben gently in his top pair of arms. Ben stirred but didn't wake up as Red and Hoverboard walked out of the hanger.

"You're so casual," Hoverboard noted.

Both pairs of Red's arms shrugged. "He's just a kid, Hoverboard. Kids sleep, or at least most of the kids in the races I know of sleep."

Hoverboard nodded, "All right. I'll go report in to the main council. You know where we set up his room?"

"Yeup, leave it to me," Red said with a nod and turned down a different hallway.

The alien known to Ben as Heatblast but whose name was 'Sundweller' came up and eyed Ben. "So, that's the Omnitrix holder?" he asked dubiously.

"Yeup," Red replied.

"Seems kinda small," he noted.

"He's a kid," Red said wisely.

"I see that," Sun replied. He frowned at Ben then shrugged. "Guess I'll see you tomorrow then," he said with a careless wave of a burning hand and walked off.

Red opened a door where a rather large room with a comfortable bed, a table, a TV and anything else the aliens had seen that was commonly in a room. Red put Ben into the bed and then he covered him with the dark blue sheets, mimicking a move he had seen on a TV show that they picked up from the satellites they were hidden among.

Ben snuggled into the sheets and curled back up, finally settling down into his rest for the night. Red smiled and left the room, already feeling accomplished. Even though he was very strong it didn't mean he was the most violent of the bunch. Truthfully that title could easily be given to the alien Ben knew as Wildmutt who really didn't have a name because everyone else was honestly too afraid to find out.