I don't own Ben 10. and I'm sorry.

Opposing Sides

Chapter 14

Gwen awoke with a start, and she immediately knew something was wrong. She couldn't move, both her arms and legs had been bound. Her eyes darted around the room, however her vision wouldn't adjust to the light. Her breathing grew more unsteady...more panicked. She tried to call out to anyone who would listen and found her voice lacking.

"Yes master the preparations are complete." she heard Charmcaster say from a distance. Gwen wrestled against her restraints and made as much noise as she could. When her eyes became adjusted her worst fears were confirmed. She was tied down to the alter. The young girl tried to convince herself that it this was some kind of strange dream.

"good then it is time we begin the ceremony" Hex said as the voices moved closer to her. "Prepare some guardians, and assemble the dagger, I will begin the chant." the sorcerer said as he moved to the opposite side of the room. When he finally entered Gwen's sight he stopped and began to float in midair sitting cross legged, chanting in a strange unfamiliar language.

Gwen was starring daggers at him when Charmcaster came into her vision. She had on a menacing grin. In one hand she held the dagger of Bizel and in the other she held the amulet.

"Whats the matter Gwen. aren't you glad that the ritual is beginning, you even get to be the most important part." the older sorceress held the dagger and the amulet at arms length and slowly brought them together until the smaller artifact was snugly attached into the pommel of the larger. Energy arched off of he completed item. "The virgin sacrifice." she said with a small cackle.

Gwen couldn't believe her ears. She had spent all that time helping them and they were just going to use her as a component in there ceremony. She had been tricked, she would never see her parents again, she would never see anything again. Her panic, fear and helplessness turned to rage. She tried to lunge at Charmcaster, the fact that she was completely restrained didn't seem to register anymore. She tried several times before her strength gave out.

"Aww... your mad that we betrayed you. However it would just be troublesome to bring back people we worked so hard to get rid of." she said as she began to fill the dagger in her hands with magic, but had to stop when something distracted her.

The girl strapped to the alter had ripped one hand free of her bonds with a sudden burst of strength. She was reaching for Charmcaster with murder in her eyes. Hex was broken from his chanting by this unexpected outburst.

"I THOUGHT YOU SAID EVERYTHING WAS READY, SECURE HER ONCE MORE! IF THIS HAPPENS AGAIN BOTH OF YOU WILL BE MY SACRIFICES." The energies already in the room began to swirl with his anger, as his eyes began to grow dark. He once more began to chant the spell.

Charmcaster readied some energy and forced Gwen's hand back down onto the alter. "Oh. Stop squirming so much. It'll all be over shortly." The sadistic witch said, as the moonlight reflected off the dagger in her hand.


"do you see anything grandpa." said a rough low pitched voice.

"No not yet. There seems to be something blocking the windows." Max said worriedly. They had found the factory easily enough but when they approached they found a number of countermeasures around the building. Some of those strange stone guardians that Charmcaster used, were posted at every entrance. And all the walls seemed to have some kind of defensive rune written on them.

After scouting out the outside of the factory they had moved to the roof of an adjacent warehouse like Ben had suggested. Trying to get a good view through the windows. However all there efforts seemed fruitless.

"is there any other way we can get a look inside." Ben said once more in his augmented voice. " maybe they have blocked the light in the room from escaping with a spell or something but couldnt you use some kind of thermal thingy to see whats going on." the hulking crystal alien said from beside him.

"You know Ben, it may be troublesome but that other brain of yours is pretty smart." his grandfather said switching out his binoculars for a thermal scanner.

"Hey... who said that it wasn't my idea." Ben said defensively as his grandfather began to run the device in his hand .

"it'll take a couple of seconds for the scan to show anything. After all its an older version of the scanner, that I managed to jerry rig to work again." Max said holding the device perfectly still. "i wasn't saying it wasn't your idea, it just seems so well thought out. You usually like to kick in the front door." he said explaining himself to his grandson. "which I have to pay for." he said semi accusingly.

"I get it. I get it. Its just that I know how powerful these artifacts are, we don't want to rush in and get blown up." Ben said his crystalline form turning to face the factory across from them.

"there we go." the elderly gentlemen said as he held up the screen of the thermal scanner so Ben could see as well. The picture displayed a 3D image of the factory floor. Only three things stood out from the dull colors of the inanimate objects inside the building. One was against the far wall elevated slightly, the second stood slightly off center in the room next to the large blue slab that indicated the alter. The last figure lay out straight on top of it. "Ben, it looks like there going to sacrifice someone on that alter." Max said turning to his grandson, only to find the space next to him empty.

"Ben..." he looked around for a moment until he heard something at the bottom of the building he was standing on. As Max looked over the side he saw Ben as Diamondhead being flung into the air by a ramp the alien hero had made at the base of the building, with his crystals. As the old man saw his grandson arc through the air he panicked a little as he drew a small firearm from his plumbers belt. " kick in the front door it is." he said to himself.


as the moon moved into position, its light began to reflect off of the mirror of Bizel. However instead of reflecting instantly like it should have it began to gather the light that shown on it. The marking that it shared with the other artifacts began to glow. As it continued to gather the moonlight the crest became brighter, and it started to resonate with the other pieces of the trinity. Hex's chanting, became more intense and he seemed to be straining himself. His staff began to glow brightly in front of him, and the room trembled with the awesome powers that were flowing through it. When suddenly it all stopped.

For a split second nothing happened, then the mirror shot a beam of pure moonlight into the crystal dangling above Gwen. Who struggled against her magical confines. Hex slowly floated to the ground and stood on unsteady legs.

" now Charmcaster, RAISE THE DAGGER." The sorcerer commanded his underling. However just as she was about to comply the wall behind her suddenly smashed in. There stood Ben slightly cracked from breaking through the defensive barrier the magicians had setup.

"LET HER GO...NOW" Ben shouted as he made a dash at Charmcaster. However before he could make it to her he was under heavy attack. Hex shot lightning at him, as four of Charmcaster's guardian golems jumped on him. He tried to get them off him but with Hex firing spells at him while he was already under attack it was too much.

Gwen couldn't believe her eyes. She was almost ecstatic that he had come to save her. However a small part of her still felt betrayed that he had broken his promise, and come to stop them...a very small part of her.

"I said raise the dagger Charmcaster do it now!" Hex yelled as he continued to fire a volley of spells at the Crystalline alien, until he was suddenly hit square in the jaw.

"Leave my grandson alone." Max yelled.

Hex fell to the floor as the ex-plumber grabbed the sorcerers staff off the ground. The old mage tried to stand, and was promptly hit with the end of his own weapon. As max turned to see how Ben was fairing a guardian was suddenly upon him, the old man placed the staff in between the jaws of the stone beast.

As Ben and his grandfather fought the guardians Charmcaster brought the dagger into the air under the glowing crystal. All of the energies inside it were unleashed into the dagger, through the amulet of Bizel. She looked down into her stepsisters eyes.

"sorry Gwen." she said sounding almost apologetic, as she drove the knife downward.

It was strange to Gwen... a cold sensation in her stomach. No real pain to speak of. However there must have been a great deal, she could hear herself screaming as if from far away. Her world sank slowly into darkness. She wondered silently if she would meet her parents, and lamented that she wouldn't get to say goodbye to Ben.

The world stood still for Ben, he had failed... completely. He was supposed to be the hero but he had failed. He had made his first friend in a long time and she had been in danger, yet he still couldn't save her. If he had acted faster, or stopped her sooner when he had had the chance.

He suddenly felt as if he wasn't in his own body anymore, like he was a bystander watching everything happen, but helpless to stop it.

As the world began to move once more things happened in rapid succession. Crystal spikes shot up around Ben and impaled the guardians destroying them instantly, as he stood. With Charmcaster's part of the ritual finished she turned to enter the melee, only to wish she hadn't. She had seen Ben angry and upset over the two years that she had known him, but this wasn't any of those things. He was walking slowly at her, his eyes were completely empty.

Fear suddenly gripped her. She had forgotten that despite being an annoying hero, he was also just ten, and to her knowledge no one had ever been seriously injured during his exploits. The look in his eyes told her that they had gone to far. That his little brain had never considered a possibility like this. In a panic to keep Ben away she threw everything she had at him.

It was useless. For every volley of spells she threw large pieces of crystal would shoot up blocking them completely. The same could be said for the stone guardians she sent after him. Spears would jut from the ground impaling them before they ever made it close to him. she trembled at the hulking crystal behemoth in front of her. With a wave of his hand he sent her flying to the side and reached out to the alter as Charmcaster fell to the ground.

As Ben picked Gwen up he noticed for the first time how small and fragile she really was.

Hex looked from his place on the ground. As he saw his minion batted away like nothing as Ben held his sacrifice in his arms.

"NOO, The ritual is not complete. The alter must absorb the energy. If it doesn't have anywhere to go, all of it will be released here." Hex began to panic as he tried to stand. " this place will be torn asunder, the fabric of reality will be destroyed." as he was about to go on he felt a presence to his side, it was Maxwell Tennyson holding the remains of his staff. With Charmcaster unconscious, the guardians were useless.

"Ben we have to get out of here. Take Gwen and..." before he could finish something strange happened. All of the energy that was supposed to transfer out of Gwen and into the alter began to flow into Ben.

Max could see the vast amount of light glowing inside his grandsons crystalline form, As he reached critical mass. The energy began to refract outward from all sides of the alien body, sending pure unadulterated power thundering across the room.

The last thing anyone saw was the blinding light that was Ben Tennyson.


As the smoke cleared. Max Tennyson found himself lying on the ground under a considerable amount of rubble. He hurt all over. But nothing was broken as far as he could tell. He tried to shift, to get a better look around and found himself unable to move. He was just about to call out to his grandson when he heard someone speaking.

"You fool, you have failed me for the last time." the voice sounded like Hex and it was getting closer. "please master forgive me." The old grandfather had been expecting to hear Charmcaster defending herself. However it again sounded like Hex. "No, without your staff or your underlings you are of no more use to me." Max began to think he may have hit his head to hard when he saw Hex walk into his line of sight. He appeared to be arguing with himself.

Suddenly the sorcerer began to convulse. He contorted with pain and began screaming, after a moment of horrendous torture he suddenly went limp. Max's eyes went wide with horror. Floating in place of the evil sorcerer was an alien that The old man knew well.

"Ghostfreak." he said silently to himself. He was sure they had been rid of him a few times before, but that guy just refuses to take a hint. The silent abomination looked down at its host with disgust.

"I have taken all that I need from you, sorcerer, now you shall know hopelessness and despair." Ghostfreak said as he vanished into thin air.

Max didn't know what to do. He could feel his consciousness slipping as he heard sirens in the distance. His last thought before passing out was of his grandson.


As the blinding light subsided Ben found himself on his knees and returned to normal. The surrounding area had changed somewhat, he was in the middle of what appeared to be a field. The young boy was unsure of how he came to be here, the last thing he remembered was... GWEN!!

Ben found her lying about a yard away. He stumbled over to where she lay, and grabbed her up into his arms once more. She was breathing slowly and her pulse was weak. The young boy began to panic as her breath began to slow.

"GANDPA!" he shouted, but there was no one around to hear. He looked back at Gwen, and began to gently shake her. "Gwen, wake up...Gwen." he continued to nudge her gently. The only reaction he got from her was a slight fluttering of her eyes. Ben began to panic more and his eyes filled with tears.

"NO..no... wake up..GRANDPA WHERE ARE YOU?" he yelled into the darkness. When no reply came again he reached for his watch. It was still depleted. "you stupid thing.." he began to cry. "WORK...Why cant you work this once!" he sobbed, as he twisted the face around multiple times and tried to activate it. "Please..." he begged the watch to work. "GRANDPA... SOMBODY....please help."

He began to sob incoherently, turning the dial on his watch and trying to shake the girl in his arms awake, as her breathing became labored.

It was the first time Ben had ever really, truly felt his age. He was just a twelve year old child, powerless to do anything.

End of Act 1

AN: sorry if it got dark... but I don't kill people even in stories. Its morally wrong.