DISCLAIMER: You know what I'm going to say.

CHAPTER 3

BAM; BAM; BAM.

Max bolt up in bed. His eyes quickly adjusting to the pitch black interior of the Rustbucket he caught glimpses of something moving. Clicking on a flashlight, panned the beam of light around to find Ben - a level nine plasma inverter alien tech riffle in a tight but loose grip - looming over him.

"Ben!" Max demanded; his words un-phasing the young hero as he remained steadfast in his stance and chilling glare with eyes that had no warmth or soul. "Ben; what are you doing!" this time his tone turned from demanding to mortally curious as Ben lowered the weapon until it pointed to the floor; seeing his chance, Max leapt up and with full force behind the momentum of his weight, sumo-slammed Ben to the floor.

Ben sat up and yawned. His eyes fluttered open as he attempted to stretch, only then he realized he was restrained with energy cuffs - with a black strap around the Omnitrix as an added safety precaution.

"What…what the hell!" his face twisted with worry as he glared around to find three concrete walls with a blue energy shield gate separating his cell from the others.

"Well, well, well…" the voice made Ben cringe; it was the voice that haunted his dreams, even without looking back, he knew Kevin stood on the other side of the energy shield "…I thought I'd never see the day when my little Benji gets thrown in prison…" this was followed by a cackling howl of laughter. Out of instinct, Ben looked away while concealing a growing pout.

"Ease off Kev…" Gwen's voice forced Ben to look back, instantly he noticed her standing with her hands on her hips and a worried look on her face "…I'm sure he's got a good reason for sleepwalking and trying to kill grandpa in his sleep…what am I saying!"

"For doing WHAT!" Ben snapped while leaping up as best as possible.

"Grandpa said you broke into the Rustbucket at like, two this morning and took aim with a…"

"Level five alien tech"

"…right, Ben…what were you thinking?"

"I didn't do it!"

An eerie silence fell upon the small group.

"So you don't remember doing it?" Gwen asked lowering her head with a massive headache coming on strong, in response, Ben stared Kevin eye to eye.

"No I don't remember doing it! I would never do that; not to you or you, or grandpa, or even Verdona…hell, not even the Highbreed!"

"He's just as confused as we are" Kevin muttered; everyone turned to him for clarification, he methodically raised his left hand to his left eye. "Built in lie detector isn't giving off any buzzes. I don't think he knows anything about this"

_X_

"Ben. Don't take this the wrong way, but you look like crud…" Gwen - standing next to Kevin stared Ben down as they stood in the parking lot of Mr. Smoothie. The better part of a week had passed since that early morning wake up call for Max; every passing night, she and Kevin worried about what the younger could possibly do if they weren't keeping tabs on him.

"I'm going to get us some smoothies" Ben muttered sulking away; both watching as he took his place in line.

Ben had been in line for only a few moments before Gwen and Kevin heard the heart stopping, attention grabbing, 'retract the claws' commotion of Ben taking a step back and holding a demanding finger at the innocent employee.

"What do you mean you're out of strawberry!" Gwen and Kevin gave the other a quick glance before trotting over as Ben raised his right hand ready to strike the Omnitrix "If I don't get a freaking kiwi-strawberry smoothie right now I…I'll…" his words were interrupted by Kevin pulling him away towards the car.

"Come on Tennyson; supply truck broke down somewhere, nothing you can do about it"

"HANDS OFF KEV! I'm in no mood for your shit!"

"Ben?" Gwen - as best as possible - tried her chance at diffusing the situation

"Can it princess! It's always the same thing with you. Ben this, Ben that, can't you spend even five seconds without meddling in my life!" with this Ben turned to leave, before he could make two feet, Kevin reached out gripping the back of his jacket.

"BEN! Don't you ever repeat what you just said to us. Whatever's got you so pissy just get over it already" Ben's jaw tightened as his eyes narrowed.

Time stood still; Gwen could only watch in horror as Ben whipped around grabbing Kevin by the throat slamming him back first against the hood of the Camaro.

"You want to sip dinner through an iron straw for the rest of your life? Keep it up!" Ben's tone was cold. Deadly cold. This wasn't Ben; it wasn't even an evil Kevin.

"Don't make me do it Ben!" Gwen demanded, he turned to find her with pink aura hands ready to strike, in this moment of uncertainty Kevin used the car to his advantage as he turned completely metal - mirroring the car's paint scheme.

SWOOSH. Gwen and Kevin stared astonished as Spider monkey shrieked while darting off.

_X_

The abandoned bus station remained dark and silent with the exception of Kevin, Gwen and Max stepping lightly.

"Leave me be" Spider monkey called out from the pitch blackness beyond the glow of Gwen's energy light. A slight rustling. Kevin prepared to charge but Max moved his arms in front of the kids.

"Ben? Come on out, let's talk about this" Max's tone never sounded so firm but comforting as he took three steps ahead and knelt down by a stack of boxes haphazardly arranged. " I want to help you, but I can't until I know what's wrong."

"You want to know what's wrong?" the light voice pierced the stillness "You should already know. If you hadn't of shown up when you did. Damn it, I had leverage on him, I was just about to get him back into reality…"

"I'm sorry. Is that what you wanted to hear? I should have held the order until I knew for a fact that you couldn't get through to him…but I screwed up. If you're going to blame someone, let it be me"

A faint glow of two green dots; to everyone's surprise, Spider monkey slowly crept out from behind the boxes so his head was in full view.

"I should have trusted that you could work your magic before he detonated"

"He wanted to go straight so he could be like his hero…you! Sure he would have done time in Plumbers Jail, but that would be the first step on the path of reform. This…" Spider Monkey spoke reaching into a tuft of fur retrieving a folded slip of paper "…look at this and ask yourself, was it really worth it?"

Max took the slip of paper, unfolded it and stared blankly with Gwen and Kevin gathering around; on the paper an artistic rendition of Max, the cousins and Kevin with Dominick in the middle.

Utter silence. Everyone wanting to say something but none daring to. By now Spider Monkey stood within arms distance; seeing his chance, Max reached over pulling the odd alien being as close as possible - Ben offering no resistance to the motion. With this tears crested his eyes.

"Being a hero isn't always about getting all the glory, there are those times when something like this comes up, and the only thing you can do is absolutely nothing except keeping it from taking over your life. Does that make any sense?"

WHOOSH. Ben - in his normal state - looked Max eye to tear latent eye; instantly he pounced wrapping his arms around the elder. There was only one thing he could manage to sob.

"Grandpa"

[ to be continued ]