Introduction: From our last chapter; Ben, Gwen, and Max arrived at a science building to meet with Max's friend, Dr. Menov. There, Menov showed the team a room that housed mind-related devices of the past and present. Our story continues during the time Ben had become XLR8 after having an idea.

Again, characters might seem OOC. Sublimino might not act the way he usually does, for the reason that he just came out of jail. Yada, yada, yada, enjoy.

Disclaimer: I do not own Ben 10 or any of the characters on the show.

Neither do I own the totally awesome power of hypnosis…although I wish I did, curse reality.

A green light flashed as Ben had pushed down the faceplate of the Omnitrix. When the light faded, he became the blue reptilian alien, XLR8. He zoomed off with a blue after-image streak. The day was still sunny and calm outside, just entering the afternoon. XLR8 arrived at the RV no later than three seconds from his starting point. A sudden beeping sound came, accompanied by a red light, which transformed XLR8 back into Ben.

Ben opened the door to the rusty RV and walked inside. He began to rummage through draws, boxes, and cabinets. "Oh come on, where did I put that stupid thing?" His searching eventually came across a small beige box underneath the table.

Ben grinned with joy as he opened the box and pulled out a simple golden pocket watch hanging by a golden chain. "I almost forgot about that time at the mall with what's-his-name who hypnotized me. Good thing Gwen forgot too. Now I can have some fun!".

He held up the watch in the air as he said this, only to bring it down with a dull look on his face. "Just as soon as I figure out how this thing works".

Elsewhere at a nearby jail for common criminals, a familiar voice is heard talking with the guards. A little man, only reaching the waists of the two guards escorting him, is standing at the entrance of the facility. "Ah! Fresh air, really clears the mind" The man turns out to be Sublimino, the aforementioned hypnotist Ben met at the Mall of the World.

The guards closed the doors behind him and walked back into the jail. "I can't believe that guy got out on good behavior", one of them said as they walked.

Sublimino waved his hand with a smile on his face, only to turn around and grin evilly. "Finally out of that stinking prison. No one there appreciated my brilliant powers. But now I can focus my revenge on that boy who ruined my career and evil plot" He gulped before continuing, "Ben Tennyson…".

Ben is seen back in the RV, hitting the pocket watch against the table. "Stupid…watch…okay, you don't want to work? Fine with me. A little Upgrade will can your mind" He paused and chuckled. "Mind, mind control watch. I'm funny" He turned the faceplate of the Omnitrix to Upgrade and pushed down. When the light faded, Grey Matter was on the table. "Grey Matter? Well I did say little…oh, well. At least he can probably figure out how this works", the alien said in high-pitched voice.

Grey Matter picked up the pocket watch and began examining it. He came across the button, which Sublimino used to produce the hypnotic affects. After prying the back of the watch off, Grey Matter's brain went to work. "I see, so all I need to do is reconfigure the wires here with the first battery and then move the audio component down to add in an adjacent battery to generate longer sustaining power. I may be able to enhance the efficiency of hypnosis by 57 by incorporating a visual display with a metronome-responding element"

After all was said and done, the Omnitrix timed out, turning Grey Matter back into Ben. "I'll need a guinea pig first, to make sure it works" He saw a man walking by and asked him to stop. "You need something kid?" he asked. "Just to tell me what time it is" He held up the watch and swung it back and forth. The man's eyelids blinked and then closed. "Yes! It worked! Now um…you're a chicken!" The man opened his eyes and began to act like a chicken. Ben laughed and wiped a tear from his eye.

Some people began to stare as they were walking to the building. "Um...okay, now I command you to wake up and forget what just happened" The man shook his head and stared blankly at his surroundings. "Wh-what…just happened?" Ben laughed as he ran into the building.

Meanwhile, a beeping sound came from a device on Sublimino's wrist. He looked at it and then grinned. "It seems Ben has activated the pocket watch. And now that he has, I know where to find him" He laughed evilly only to be shushed by another person. He was on a public bus and the people on it wanted a relaxing ride. "Keep it down", someone said. Sublimino turned around and kneeled on the seat. "You keep it down!" he replied annoyed.

Ben had caught up to Gwen and the others and was out of breath. The room they were in had an assortment of exotic plants, flowers, and small trees. Dr. Menov and Max had just left the room while Gwen stayed after noticing Ben.

As Ben looked up, Gwen had an annoyed look on her face. "It's been half an hour, dweeb, Grandpa was getting worried. Where were you?"

Ben scratched the back of his head to think of something. "Um…I went to…to the bathroom" Gwen raised an eyebrow in disbelief. "Why did you suddenly go to the bathroom?" "Well because I needed to go, of course. You know, for calling me stupid all the time, that was a pretty stupid thing to say" She slapped his shoulder after he grinned in victory of their battle of wits.

"Loser, now lets go. We need to catch up to Grandpa and Dr. Menov" She began to pull his arm as Ben pulled her back. "Wait I need to show you something. I think I can hypnotize you with this" He held up the pocket watch, which he had in his right hand.

"That's why you left, you little liar. Well, even if you say it works that doesn't mean it will. So, like I said, I'll just stand here so you can 'hypnotize' me" Gwen crossed her arms and leaned on the edge of one of the displays. "Okay here goes nothing", he said.

Ben pressed the button on the watch and a yellow ring of light emitted out in Gwen's direction. As the ring passed her, she closed her eyes and opened them again. Her iris and pupil shrank as if she just stared at a bright light and then returned to normal size. Her mind went blank, all thoughts disappearing into nothing. She stood up straight and became motionless, almost appearing to be a mannequin.

Ben smiled and waved his hand in front of Gwen's face. He almost didn't believe what just happened himself. "Gwen? Gwen, can you hear me? Helloooo?" Gwen responded with a nod and then said, "Yes master", with a monotone voice. "All right! Yes! That's Ben – 1 and Gwen – 0!" He dragged Gwen by her arm and walked out of the room.

Me: There you go, Ben hypnotized Gwen with Sublimino's watch.

Ben: I can't believe you forgot about that. You really don't seem like yourself.

Gwen: How was I supposed to know you would keep that thing? You didn't know how it worked when we first got it. Look, just don't do anything stupid while I'm blanked out, okay?

Ben: I'm not making any promises.

Me: Calm down you two. Now, all you hypno-fans are probably happy there was a hypnotic induction, but still pissed that it was at the end of the chapter. Well, tough.

Gwen given commands, Sublimino returns for a fight; it's all in the next chapter. R and R if you want.