Be ready for a long chapter. I've had this one finished for a while now but my memory stick's gone missing so I've had to use a good old CD.

The air was silent save for his violent intakes of breath. He gasped trying to use the air to clear his head. If it was Kevin who'd been haunting him all this time then… did that mean that Kevin had something to do with the omnitrix's malfunction?

His eyes widened. It was true that it had been playing up ever since the fateful day that he met the boy in the arcade. Ben thought about it more seriously. If the power of the omnitrix had backfired on Kevin that day atop of the bridge then it was highly likely that something would happen to the omnitrix too.

The same sort of thing that had happened to Kevin!

Ben's heart stopped as he leapt off of his bed and stumbled into the bathroom on his weary legs. He could feel it now as he ran. Something was wrong that he hadn't noticed, something serious. He stood in front of the mirror in the darkness, hunched over the sink, and waited until he caught his breath.

He lifted his head slowly. His eyes met his own green ones which glowed deeply, almost dangerously. They widened instantly and the challenging stare reflected back at him twisted into a look of uneasiness. He could almost smell his own anxiety. His silhouette looked normal, he didn't really know what he'd expected. He flicked the light switch.

Gwen woke with a start to the sound of Ben's alarmed scream echoing throughout the RV from the bathroom. She sat up hurriedly and left her bed to see what the problem was. I sure hope he hasn't had another serious nightmare. She was stopped in her tracks. Ben was stood in front of her in the dark. His head was ducked so she couldn't see his eyes.

"Ben?" she asked almost fearfully as he reached towards the light switch.

"What the hell…?" Max exclaimed groggily as Gwen's high pitched screech followed so soon after Ben's. He got up slowly, not thinking anything serious of the incident, and went to see what the commotion was about.

He found Gwen cringing away from the hideous sight before her. Max's eyes followed her terrified stare to his grandson. "My God…" was all he could utter when his eyes fell on the boy's face. He was reminded instantly of wildmutt. Orange fur had grown quite thickly down the front of his neck up to his chin and down the bridge of his nose. His lower lip was tinted abnormally black and it bulged slightly where his teeth had taken in a mild resemblance to ripjaw's as had the strange looking antenna that had half sprouted from his forehead. His exposed neck showed deep grooves that looked remarkably like gills. His body looked very human but his clothes may have hidden the most of the damage. "Just what's going on Ben!?"

Ben was too shaken up to be stirred by Max's furious tone. He lifted his left hand before his face. The strained tendons were barely visible through the thick fur. His nails had been replaced with the long black claws of wildmutt. He felt his knees shake uncontrollably but he managed to stay standing. Backing away from his relative's scrutinising faces he decided to speak.

"I d-don't know…" he mumbled in reply to his grandpa's previous question. He still hadn't sorted it all out in his head. The reasons and explanations. They seemed so pointless in his current position.

"Just what the hell is going on!?" Max demanded more forcefully while cautiously approaching the mutated boy.

"I DON'T KNOW!!" Ben yelled and ran out of the RV. Gwen looked at Max warily as he hung his head in regret.

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He had no idea what to do or where to go. All he knew was that he didn't want to be near Max or Gwen. While he was running he felt his wrist with the omnitrix sting again. He didn't want to look at it. He just kept running. His eyes stung as he finally let the tears run down his face.

Under a railway bridge he fell against a wall and sank down it slowly. He didn't know what to do. "This is so stupid!"He hissed through sobs.

He looked at his hand again. It reminded him so much of that time with Kevin. He didn't want to remember. He bit his lip so intensely that the bitter taste of blood tainted his mouth and dropped the hand uselessly to the ground; out of his sight. He had to find Kevin. It annoyed him so much but he knew he had to. He had to find the backstabbing freak who he'd once called a 'partner'. His heart sank at the thought of seeing the mutant again. But what annoyed him most was the fact that…

Kevin hadn't cried.

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Ben blinked his eyes open in a daze. The sky was darker than when he'd sat down. He realised that he must have dozed off. Something was different again. He shifted awkwardly on the gravel and rose to his feet. The moment he did so he fell back to the ground with a soft thud.

"What the hell?!" he cursed and gripped onto the dirty concrete wall in attempt to support himself as he tried again… and then he knew what was wrong. He stepped out of his useless shoes and steadied himself on the familiar yet awkward legs of XLR8. He tried not to look at his right arm which kept harmlessly bending in funny directions as he pushed himself away from the wall on his wheels.

"And I though things couldn't get any weirder," he huffed vacantly, waving his arms to steady himself until he rolled to a stop. The thought of having to meet up with Kevin again blew away all panicked thoughts of what was happening to his body. He hoped, with all his heart, that Kevin could help change him back, whether by free will or, most likely, by force.

The last time he'd seen Kevin he'd mutated and fallen into the river and supposedly drowned. Ben had hoped up until now that he had drowned but he somehow knew that the alien was still alive, which now came as a relief, in some respects, rather than a fear. As much as Ben hated to admit it but Kevin was his only hope.

"I've got no chance," Ben muttered dismally. He looked sickly down at his body. One arm was decidedly that of upgrade's and the other was very muscular, like all of fourarm's arms had been combined into one. I must look ridiculous. I dread to think what damage is done to my face. He thought bitterly and clenched his fist so tightly that his limb began to ache. He could feel the sheer power of it just in that one action. He couldn't help but grin. "I wish I'd had this as an icon on the watch," he smirked, eyeing the limb up and down arrogantly. Perhaps this isn't so bad after all.

Fortunately the street he was on was quite barren. Only few people walked past and none of them had yet looked in his direction. A certain gang of kids on the opposite side of the road caught his eye. He smiled maliciously.

"That old hag wouldn't give me any money!" one bald boy dressed in tatty clothes with a lip ring complained to the gang. "So I ain't got any to spend in the arcade."

"That's too bad," one with wacky green and black hair mocked. "Looks like we're gonna have to go without you-" his collar was seized impatiently.

"You don't go anywhere without my say so!" The boy threatened. The two boys beside them shrunk away from the shadow that was closing in on them and began to stutter like mad men. The others turned to see what was the problem. The group shouted in alarm and went to run away but the four were caught before they could get very far.

"And you don't go anywhere without my say so!" Ben grinned. He backed the boys up against a wall and hung over them in a daunting manor.

"K-Kevin…" the bald one said familiarly in a suck up voice that made Ben's stomach turn. But then, just the memories that this boy brought to his mind were enough to unsettle him. Ben leaned closer to him. He inwardly grimaced at the feeling of a vein pulsing strongly in his neck desperately trying to distribute blood around the abnormally powerful limb he'd developed. This only seemed to cause the boys more distress. He felt an extra eye open below his right one, his body taking on more and more of fourarm's characteristics. He bared his large teeth. Baldy shrieked in terror. "What?" he asked innocently, the feeling of power making him dizzy with delight. "You're not going to wet yourself are you?" He laughed but the kid only seemed to pay heed to his tone of voice rather then his words.

"I didn't expect you to be here…" was all he could think to say. Ben seized this chance to gain information.

"Oh? Where would you expect to find me then?" The question was so simple but this retard took so long to answer it made Ben wonder whether they were really worth his time. When his question was finally answered, it was the black and green haired kid who replied.

"W-Well we gave you our hangout… what else do you want?" Ben suddenly seemed to notice the fear on their faces then for the first time. He backed off a bit and turned around to leave. He couldn't help but chuckle at the thought of Kevin's face if he found out that his brutal reputation wasn't being lived up to…

…Even though he had a feeling that one of them had shat their pants.

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The bridge was packed with traffic and Ben found it particularly hard to get underneath it without being seen. One woman had caught sight of him and fled across the busy road nearly getting hit by two oncoming vehicles but, much to Ben's relief, had made it safely to the other side and disappeared from sight. He just hoped that no police showed up again. He could barely imagine the mood Max would be in if he pulled another stunt like the one he had with Kevin. Sometimes he wasn't quite sure if he would ever be forgiven for that incident. He really hated Kevin for that.

He cursed loudly when he finally got to Kevin's 'new hangout'. It obviously hadn't been occupied for a long while. There was still scaffolding around the columns that had been recklessly knocked down in his and Kevin's brawl.

Ben made sure to thoroughly check the area before he left. He had no clue as to where Kevin would be… except one.

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A chill ran down his spine as he entered the familiar tunnel that had haunted his dreams for the last week or so. He felt quite nauseous making his way through the dank atmosphere looking for someone he didn't particularly want to find. He jumped abruptly as his face itched and his vision twisted unexpectedly. He stopped and brought a hand to his face. The fur hadn't spread any further but one of his eyes had bulged in resemblance to greymatter's. He cursed the fact that he was starting to look more and more like Kevin.

He hadn't noticed before but greymatter's eyes were much more tolerant of dark places than the other aliens, excluding ghostfreak. He could still barely make out the rungs of the train track in the pitch black. He froze. A flame flickered for only a second before going out. Ben's heart beat faster. It was so much more real when he could taste the moisture in the air and feel the cold breeze on his skin as well as catch the slightest silhouette of whoever the light was coming from.

Ben's stance changed the instant that laughter burst throughout the tunnel. He felt frozen inside and out. That insane mirth froze him. The flame came and went again as the hysterical laughter showed no sign of stopping. It drilled into his brain as if it were made of solid matter. And then came the silence.

It was so much like his dream that the situation was almost surreal. The flame came and went, but Ben was sure he'd heard the flint click and the unmistakable stench of burning fuel. The flame lit again but this time it didn't go out. It illuminated nothing for Ben, but for the other it was a different matter. He stood still as the light inspected him briefly before burning out. Then it spoke.

"You should see yourself, Ben!" the voice mocked with personal humour though Ben didn't find it very funny at all. "Looks like I'm not the only freak about this place." He laughed again, but more controlled than before. Ben backed off as he was approached fearlessly. He gasped when the other reached the light. Kevin smirked arrogantly, "What? You expecting someone else?"

It was definitely Kevin, but he wasn't a mix-and-match mutation of the omnitrix aliens, he was human! Although he wasn't as strong, he always seemed more powerful in his human form, more threatening. It was like he could control anything.

As Ben didn't make a move to talk, the black haired boy continued. "I had a feeling you'd come and find me," he grinned. "Ever since I returned to this form." He finished off bitterly and yet there was a hint of respite in his voice.

"I-I need you're help," Ben said hesitantly. He thought he'd have a go at being civil seeing as Kevin wasn't posing an immediate threat.

"I noticed," his eyes narrowed dangerously, like they had when Ben had first threatened him in this exact same spot. "But why should I help you!" It wasn't even a question, it was an outright rejection.

"Look at me! If you don't help me then I'm stuck like this!" Kevin was unfazed by Ben's panicked words. "Are you really that heartless?"

"Maybe I am," Kevin spat coldly, "but I'm no worse than you." He went to turn away. Ben was frozen by his words. It was true that he hadn't tried to help him, just insulted him and fought with him, only driven by his grudge, but he had good reason to do that! Kevin wasn't a moral person. His gaze on the boy's back darkened. And it was his job to get rid of immoral people like him.

Ben grabbed the boy's shirt and shoved him against the wall, lifting him off of his feet. "You're gonna help me," he said warningly, "even if I have to make you." Kevin smirked and rested his arms comfortably on Ben's forearms as if this was the most natural thing in the world.

"You can't make me do anything, Benny," he laughed seriously, "I'm the one in control around here." He dug his nails into Ben's skin and sent a pulse of electricity through his muscles. They seized up instantly and the teen dropped heavily on his feet. Ben still felt intimidated by him even though he was about a head shorter than him.

"You've got the power to kill me now," Kevin said simply though his words weren't playing with humour anymore, "but you won't. That's what I hate about you." He watched Ben's face for a while and then turned away when he was given no response. "I saw a chance with you."

Ben felt a pang in his chest then. Had Kevin really looked to him for salvation? He felt weak at the thought of it. This corrupted boy had no where to go, no one to find, nothing to live for. Ben's heart was heavy with pity, as much as he hated it. Perhaps he had a heart after all. Ben had tried to help him so many times before but he'd been brutally refused. Perhaps if he reached out to him now, he'd listen.

"You can help me and… I can help you." Kevin whirled round.

"I don't need you're help!" he shouted forcefully. Ben was taken aback by the explosion. Kevin scanned him sourly. "At least you still have some of your face," was all he said before turning away and leaving Ben to try and clear out the doubts in his mind.

Was he offering his help out of compassion or was it his own selfishness?

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I had a previously written alternative as to how Ben's mutation took place:

"Time to go hero," Ben said seriously and did the most daring thing he'd ever done in his life. He turned the dial and slammed the face down as quickly as he could, closing his eyes as if it would mask any sort of fear he felt. The omnitrix tightened around his wrist, constricting any blood to his hand. His eyes snapped open and a heart stopping scream of agony ripped the tense air around him. He felt his lower jaw swell as ripjaws burst free from beneath his skin and the veins up his arm throb under pressure as if ready to explode. He fell to his knees and gargled on the blood that wept from his gums. His entire body felt as though it was freezing over. His flesh crawled as he writhed on the floor sobbing and shouting.

"BEN!!" Gwen sobbed in desperation as she realised what was happening and stood and watched in horror. All she wanted to do was run up to comfort her cousin but the overpowering dread in the pit of her stomach froze every muscle in her body.

I scrapped this idea because it seemed way too dramatic. Many chapters afterwards would have had to have been a lot more serious and solely on healing Ben which wouldn't have worked very well (especially as I wanted to reintroduce Kevin sooner rather than later). Isn't that the only downside of a good ol'fashion fight? Having to heal again afterwards. I wanted to make the chain of events more consecutive. And so this idea remained in my notes document never to appear in the story which seemed a shame, so I added it here as an extra bonus. Keep reading!