Don't own Ben 10. Unless someone is willing to sell it to me.

Opposing sides

Chapter 5

When Ben woke he was unsure of where he was or what had happened. The only thing he did know was that his head was killing him. He tried to get up and found that his body was not quite up to the task. His vision was swimming in front of him. The dark room swayed from side to side.

"Geez what hit me." he muttered to himself, as he rubbed his temples to sooth his mind.

After a moment of this he suddenly had a flash of what had happened. His face became a few shades redder than it was a moment ago. When he considered how close he had been to that girl....Gwendolyn.. if he remembered correctly, his mind didn't want to work right.

"Why did she save me...I'm just gonna cause problems for them later on." Knowing full well thats how heroes and villains interacted. Then again he really wouldn't put her in the villain category, she seemed to fall in more of a gray zone. An anti hero if you will.

As he thought through all that had happened, he had to wonder what had transpired after he had fallen asleep.

"Great, Sleeping on the job. Bet grandpas not to happy about that." he chastised himself.

As his vision finally started to both the dark and the vertigo he realized he was in a hospital room. He slowly brought himself into a sitting position. When he was finally upright he noticed two things. One he was in a hospital gown with his clothes no where in sight, and his grandfather sleeping in a chair on the other side of the room.

He couldn't tell what time it was, since there didn't seem to be a clock in the room with him. He estimated that it was sometime after midnight. But there was no way to tell for sure, since the watch on his wrist was useless Chronologically speaking.

Not sure about why exactly he was in a hospital bed, he decided to call out to his guardian.

"Hey grandpa." Ben whispered, very loudly. "Grandpa" he said it once more this time not whispering at all..

"Hmm.. what....where..." his grandfather stumbled over his words for a moment before seeing Ben sitting up in his chair. "Ben! Your awake!" he almost shouted, as he ran over and hugged his grandson to his chest.

"Umm.. grandpa. Are you ok?" he said questioningly. Trying to get out of his grandfathers bear hug.

"are you alright Ben." the elderly man pulled away from his grandson. "you've been asleep for almost two weeks." he said with tears in his eyes.

"TWO WEEKS" he cried out suddenly "so thats why I'm so hungry." was all he could say in response, as his stomach growled loudly. Once ha had gotten a look at the scruffy beard his grandfather had grown there was no doubting that some amount of time had past.

"what happened anyway? The last thing I remember was that girl in the cat costume...touching..my..face.." he said as his cheeks became red with embarrassment.

Max reached into his pocket and pulled out a small device. "this is a recording the Rustbucket took of the incident. I would have gone after them but I was too worried about you." he explained calmly, holding up the device so Ben could see.

The beginning of the recording showed what Ben already knew had happened. He wished he had just stopped Charmcaster from the beginning instead of playing around like that. Sometimes he regretted acting is age. As the video progressed to the point where the girl named Gwen had saved him. He began to feel sick to his stomach. Just one second more and he would have been pavement pizza. He was lucky to have an enemy like her around.

The video continued to show Ben being put to sleep by the younger sorceress. The young boy sat forward to get a better view of what happened next, and what happened was this. After young Ben had been put to sleep by the girl named Gwen, his grandfather had run over to help him. Only to find the boy unresponsive. As Gwen made her way back to the mirror and Charmcaster, the two began to argue amongst themselves.

"Why did you do that you useless little twit." Charmcaster said with venom. "I could have been rid of that annoying little twerp once and for all." she continued, as she looked over to where Max and Ben lay. She began to chant as energy gathered around her.

"Wait, they cant fight back....you said we were just going to get the mirror and leave. We don't have to kill anyone." Gwen said defensively. "besides the sleep spell I cast on that dork was amplified by the amulet of Bizel. He wont be up any time soon." she said waving her hands dismissively.

She was right about that. Ben thought vehemently.

Charmcaster sat for a moment in deep thought. "Alright. The brat can live....but if he interrupts our plans later it will be you who pays the price. Now grab that mirror. We don't have time to dawdle, we have much more to gather before we are done." as she said this her eyes focused in the direction of the camera. And then....nothing.

"what happened. Why did the video cut out like that." Ben asked looking up at his grandfather.

Max looked down at him with melancholy eyes. " she picked the Rustbucket up with some kinda spell and smashed it into some nearby cars. After she did it a few times the old girl was done for." he said with a hint of sorrow. "but as long as your alright its ok." he said as he hugged his grandson once more.

"no way!" Ben said his voice full of disbelief "the Rustbuckets gone.... it can be fixed right." he said not looking his grandfather in the face.

"no but I can use the insurance money to buy a new RV, I know it wont be the same but like I said its really not that important." he said patting Ben on the shoulder. Who then began to sniffle a little.

"I'm sorry... its my fault if I hadn't been playing around so much I could have stopped them." he was on the verge of tears but refused to let himself cry. "and if it hadn't been for that girl I would have been killed. Some hero I am." Ben couldn't bring himself to say anymore.

"Ben. We all make mistakes. It was a bad move on your part but the only thing you can do now is learn from your mistakes..." he saw that his grandson wasn't going to let this go lightly. " how about I go buy you something to eat. After not having real food for a couple weeks you must be starving." Max said in a decidedly more upbeat tone.

"thanks, Grandpa." he said softly as the old man made his way to the door.

After his grandfather left Ben started to think about all the foolish things he had done with his gift. Granted most of them were hilarious. Other times though he wished he could just grow up already. He knew the whole with great power speech like the back of his hand. But It had never really sunk in. he was almost hit by a bus....he wasn't dangling over a vat of acid, nor was he destroyed by a savage mutant psychopath. It was your run of the mill city bus.

Ben looked down at the omnitrix with a mixture of emotions far to complex for anyone to fully understand, unless they experienced it themselves. It encompassed everything from one spectrum to the other.

he sat, staring at it intently for some time until a voice broke his concentration.

"is it gonna do a trick or something." a familiar voice came from near the window on the other side of the room.

Ben's head jerked up. Leaning against the windowsill was the girl who had put him to sleep. However this time she was wearing street clothes. A blue shirt with a black cat on it and some white pants. He was stunned for a moment, how normal she looked. However there was something about her appearance that was... ethereal, something he couldn't quite put his finger on.

He looked at her for a moment. Another swirl of emotions going through him. He wondered if he should try and catch her, confront her about her criminal actions, yell at her for putting him to sleep, or destroying the Rustbucket. However after thinking for an extremely long second, there was only one thing he could think to say.

"thanks."