A/N: I am Canadian, so if I mess up some of the American topography, I am sorry, I Google-Mapped the area around Mt. Rushmore - I think I remember Ben 10, 000's headquarters being there. So if I'm wrong, don't be too mad.

CHAPTER FOUR: OMNITRIX

Collin squeezed his eyes shut, expecting to feel the searing pain of death…but nothing happened. He stayed put for a few more seconds, before opening his eyes.

He saw Dana Lyn's tail puncturing the ground right beside his head. He let out a sigh of relief and looked up at her. She had an evil and almost mocking smirk across her dark face. She bent down and grabbed his chin.

"I could still use you." She smiled. Collin did not reply. She released him of his mental hold, and he felt the pressure on his body lessen. He grumbled and straightened out, stretching the kinks in his body.

"You were the one who called me initially." Dana Lyn sighed, snapping her fingers. The ground raised up to form a stone throne behind her. She sat down and crossed her legs, drumming her long nails against the arms, "You called me shortly after 'Tena' appeared."

"Yeah, that exchange student or something." Collin replied, rubbing his jaw where Dana Lyn's nails held,

"You heard those three talking about me, and you heard about how powerful I was." She sneered, "You thought that I could help you win the love of your life."

"Her cousin would never be 'the love of Gwen's life'." Collin snapped,

"Really?" She replied, a tone that instantly made him second guess himself.

Dana Lyn leaned back in her chair, "You asked me, 'for a way to instantly be the one closest to her heart'. Which to Gwen, was her family, her cousin Ben."

"That's not what I meant." Collin complained,

"And wasn't it perfect? I mean, the Hero disappeared, so it wasn't hard to constrict a lie for you wasn't it?" She laughed. Collin just lowered his head, but she wasn't done talking, "So I gave you the perfect lie, a new body, and the key to Gwen's heart."

She got up and started walking towards him, "But you didn't have any money. So I asked you to repay me in a different way."

"Gwen always said she did not want to talk about it!" Collin argued.

Dana Lyn did not seem to hear him, "I asked you to do one simple job for all my time and effort. I was pretty lenient on you."

"But!"

She was instantly in front of him, he barely saw her move. Dana Lyn gently placed a hand on his lips, "Collin, think of this as…a mob case. You borrowed money from the Don…now what happens if you don't repay that money?" Collin's eyes widened. But she did not give him time to answer, "That's right! We have big trouble if you don't repay the Don."

She stepped back, placing her hands on her hips, "Well?"

"I did do the first job you gave me!" Collin argued, "I-I killed the real Ben Tennyson!"

"Did you?" She asked, a sharp tone in her voice.

Collin fell silent.

She turned away from him, "Tsk, Tsk. It does not matter, I gave you a new quest, and you failed that too." Dana Lyn glanced back, "However, I am willing to oversee this yet again."

Collin looked up in shock and surprise.

A sly smile stretched across her face, "I like you Collin. Its nice having a minion that I don't want to kill on sight."

He blinked, and she was in front of his face yet again. She wrapped her arms around his neck, "And you should be grateful I don't want to kill you on sight."

He nodded.

"You don't even flinch…" She smiled, grabbing a lock of his blond hair, it turned brown once again.

Collin closed his eyes as his appearance was instantly replaced by that of Ben 10, 000 again.

"I will bestow upon you a ship." She whispered into his ear. She gently nibbled on his earlobe and smiled, "Collin, no - Ben. You have up to eight years to find Anastasia. Any longer, and my patience will run thin."

"With my reputation, I can't just let out word in the underworld to track her down." Ben snapped,

"No?" She smiled, "Then ask your 'grandfather'."

Ben was about to question her, when she stepped back, and vanished without a trace. He let out a sigh of relief and fell to the ground.

…He managed to stay alive….for now.

~*~

"KAL? KALVIN!" Tessa screamed, looking down at the churning waters as if that was going to bring her brother back to her. "Oh no…not good! I… I have to get help! Mom! Mom would know what to do!"

Her small, ten year old mind could not comprehend what was happening. Tears bubbled down from her eyes. She turned around and fled to the one person all children run to when they were scared.

Except for her, it wasn't a warm home, it was a cold hospital.

Tessa burst into the hospital room their mother was in. She expected to see her mom, sitting up drinking tea like she always did, reading Soup Opera Weekly, or brushing her long brunette hair…instead she found a frail-looking, skinny bald woman, lying in bed looking up at the ceiling.

"M-Mom?" Tessa asked.

The woman looked over and a smile stretched across her pale, thin lips, "Theresa? Oh my darling…come to Mommy's side."

Tessa ran over to the bed and gently grabbed her mother's frail bony hand, "M-Mommy!"

Mom reached up and wiped a tear from her cheek, "Awe…baby what's the matter?"

"I-Its everything!" She said, exaggerating, "First Dad disappeared to go help fight Kevin Levin, then Kalvin fell in the river and I can't find him!"

"W-what!" Mom gasped, she tried to lean up, but fell back coughing,

"Mom!" Tessa screamed.

A nurse ran into the room, roughly pushing Tessa aside. She stood there awkwardly as they calmed her mother down.

"I'm sorry." She said after the nurse left.

Her mother just smiled and grabbed her arm, the IV making her drowsy, "Its not your fault Tessa…" tears rolled from her hollowing eye sockets. She coughed before continuing, "Do me a favor…go look by the river for your brother…do not get to close…and don't fall in."

"And Dad?" Tessa whined,

"Your father will be fine." She promised, "I know Kevin will not kill him."

"How do you know?" Tessa cried,

"Because…your…father…and…Kevin…are…" But she faded into unconsciousness before she could finish talking.

Tessa waited a few minutes, just looking at her sleeping mother in agony. No wonder Dad did not want them to visit her…she definitely was not the woman she remembered, the strong, beautiful woman that used to carry her in her arms and sing softly too…

"M-Mom…" Tessa cried.

"You should go now." A nurse said, pulling Tessa from the chair, "Go home. Its too dangerous to be out and about."

"B-but!" Tessa cried,

"Your father is probably worried sick." She snapped, pushing Tessa from the room.

Tessa had no idea how she left the hospital through the tears clouding her vision. It felt like her entire world was falling apart, and there was nothing she could do to stop it. She somehow found herself by the river again, and she collapsed at its bank.

Mom…Dad…Kal…none of them were here. She may never see Dad or Kalvin again…

What did Mom know anyway? There was no way a small town policeman like Dad, could stand a chance against Kevin 11,000. But there was always a chance that Kevin would not notice him?

She sighed and looked at the rapids. At least she could try and find her brother. She got up and walked over to the riverside, using her ice powers, she froze a section in the middle, thick enough for her to easily walk on. She jumped down on it and followed the river down, looking everywhere for her little brother.

~*~

When Devlin woke up, he was alone. That strange Owen guy was gone, as well as Gwyn. At first, fear ripped through him as he fought to remember what happened, but it did not take long for the memories to come flooding back…

Him and Kenny were looking for Gwyn…

…the school got attacked…

…Dad fought Kevin 11,000...

…Dad lost to Kevin 11,000...

…Owen fought him…

…Owen lost…

…then Owen took them away to a safe place…

But where was this safe place?

He leaned up and looked around. He was in the back seat of a red convertible mustang. It was a nice looking car, but was dented, and the paint was peeling in a few places. It was dark, but the rim of light coming from a large door told him he was in a garage.

He stood up and hoped out of the car. Devlin walked over to a wall and scrambled for a light switch. There was no power in the garage…so there was no electricity here.

"Darn." He thought, "Can't absorb that."

He walked over to the garage door and pulled it open. Moonlight poured into the garage…so it was nighttime now? Last thing he remembered, it was sunset…so he must have been out for a while.

There was a lot of auto parts and strange Alien Tech littering the garage, though it looked as if all the good stuff had been ransacked. He frowned and looked around, outside was a mailbox that said, 'LEVIN'.

He frowned. Where was this place? He left the Mustang and walked out into the road. Everything was in ruin. It looked as if a hurricane AND a tornado had hit simultaneously. There was no other sound, the people who lived here were either slain, or fled. But it was clear from the rubble, that he was in a residential area.

The sound of a river caught his ear. Was there a river nearby? He had never noticed over the sound of the city life.

He walked towards it, following the sound of churning waters. Everywhere he went, there was signs of chaos. A car was smashed into a pole to his left, the engine still burning, people lay slain on the ground in result of the resent massacre, buildings were nothing more then dust…

But it was too quiet. Had Kevin really killed everyone? Wouldn't there still be sounds? Any sign of life whatsoever?

Then he heard it. Very softly and from a distance. He turned and looked up the river, it was the sound of a girl's voice. He bolted in that direction, and soon he was able to make out the sound clearly…

"Kalvin! Kal where are you! Answer me Kal!"

~*~

"I'm sorry Milady, but we just got a transmition from the Keystone Spaceport." A small, slimy, blob-like alien said, his voice sounded as if he was talking from underwater, and bubbles sprouted from his mouth with every word. He turned from the wheel and looked behind him, "They are denying all traffic at this moment in time, and are directing it away to the Custer State Park Airstrip."

The woman drummed her fingers against her chair, "Hm? I wonder why they did that. Oh well, Custer is not too far away from Keystone."

"Shall I land then? We're not too far from Custer State Park Airstrip." The Pilot asked,

The woman nodded. Pulling the cowl of her hood high above her face.

The Spaceship landed gently on the airstrip, and the pilot skillfully directed it into a parking stall, before the woman raised from her seat. The pilot hurried over and opened the door for her, leaving a trail of slime behind him. The woman stopped just after leaving the craft and turned around, "Oh, and Gobo, remember to pick up after yourself while I'm gone."

The slime-alien looked behind himself at the trail and frowned. He sighed and reached for a mop, as the woman turned and hurried away.

The woman stopped outside her spacecraft, the door on the craft next to hers was open, and another woman was standing in the doorway, looking at Gwendolyn with a look of sheer amusement. There was something strikingly familiar about that girl. But she did not have time to ask questions. The woman went back inside her spacecraft, and Gwendolyn walked down into the parking lot.

She walked up to the main building of the airport. There was a mob of angry customers outside the door, all fighting to get in. Airport personnel stood between the angry mob, and the locked doors of the building.

She frowned and pushed her way through them until she stood right in front of the workers. She stared at one and snapped, "What is the meaning of this?"

"You're just going to have to wait for further information as well miss. Please calm down and wait." His voice was exasperated, stressed by the busy crowd.

"Wait for what?" She snapped, stepping forward,

"Get back ma'am." He replied, pointing a tazer at her.

The woman frowned and a jewel on the woman's arm glowed. The tazer crumpled in the man's hand. The woman stepped forward and grabbed his arm, pulling back her hood with the other hand.

"I'll only ask one more time." Gwendolyn snapped, "What is going on?"

The man's jaw dropped, he turned to the others, and they all nodded. He turned back to her, face paling suddenly, "There has been an attack in Keystone. We do not know the extent of the damage, but since it was Kevin 11,000...we are expecting many casualties."

"Kevin!" Gwendolyn gasped. The man nodded.

"Let me in. I want to ask permission to fly to Keystone."

The man nodded and moved aside for her to enter.

Gwendolyn bit her lip…what had she missed while she was on Zoroaster? And why did her cousin not do anything about it? There was no way Kevin could defeat Ben right?

Memories of their life before…that incident…rang through her head. She desperately missed the times that they would all hang out for smoothies, and missed Kevin's arm around her even more.

She just hoped she was not too late…

~ * ~

"Are you alright?" Devlin gasped, helping a girl from a slab of ice, to the shore. She shivered and nodded. Devlin frowned, "What the hell were you doing out there?"

"I'm looking for my brother." She explained, "Kalvin…he fell into the river and I can't find him." Her big green eyes were full of tears.

Devlin frowned, "What's your name?"

"Tessa Tennyson." She explained,

"Tennyson?" Devlin smirked. She nodded, apparently used to the joke.

"You?" She asked, rubbing her arms,

"Devlin Le…Tennyson." Devlin replied. He would hate for anyone other then Dad and Kenny to know his connection with Kevin Levin.

"Your Devlin Tennyson!" She gasped, her expression turned right around. She beamed at him with such excitement, that he momentarily forgot about everything else. She walked right up into his face, clenching her hands into happy balls, "The Devlin Tennyson? Ken 10's sidekick?"

Devlin glared at her, "Sidekick?"

Tessa smiled, "Yeah! I've read every magazine, and every news article about you, your brother, and your Dad! I am your number one biggest fan!"

Devlin rolled his eyes. He still wasn't completely used to fan girls.

She turned away from him and ran a few steps away, "Its always been my dream to one day grow up big like my Daddy and become a Plumber!"

"You're a Plumber's kid?" Devlin asked,

She nodded, "You know that Ice Chunk you pulled me from? I made that. I have Ice Powers." She sounded so proud of herself that Devlin had to smile. She held out her hand in front of her, and a soft blue light seemed to engulf it. "Wanna see?" Devlin nodded.

She shot a beam of ice at a gnarled tree, and it instantly froze. Devlin stared at wonder. She walked up to him, "And that's not all! Watch!" her body went invisible. He gasped as in a moment, she disappeared.

"Whoa!" Devlin cheered, "What kind of Alien was one of your parents?"

"Both human." She smiled, "But Daddy's a lot like me. He has Ice Powers as well. So I'm thinking one of my grandparents were alien."

Devlin nodded, "You could actually prove useful as a Plumber. How about coming with me and we'll track down Gwyn and Owen. Gwyn would know what to do."

"Owen!" Tessa gasped, "Owen is my Daddy's name."

"Owen Tennyson?" Devlin questioned, folding his arms,

"Yeah." She nodded, "I'm his daughter."

Devlin frowned, "Wow. Coincidence much? Come on, he's with my sister."

Devlin turned around and started off back into the ruins of the town. Tessa looked back at the river and frowned. She could be searching for the rest of her life at this point…and never find him. She sighed and followed Devlin into the ruins.

She sped up, until she was walking right next to him, brushing against his arm as she looked at the horrors around her. "Daddy is suppose to be out there somewhere right?" She asked. Devlin nodded.

"I bet that nasty Gwendolyn never showed up." Tessa stuck out her tongue as they passed into what was the residential area.

"Hey? What's wrong with Gwendolyn?" Devlin shot,

"I used to be HER biggest fan." She said in a huff, folding her arms, "But then one day, she came over, and stole some stupid watch from Dad. He was so upset about it…I hate seeing Daddy sad."

Devlin stopped in his tracks, "Aunt Gwendolyn stole a…watch from you?"

"Yeah, about a week or so before Ken 10's birthday. I don't know what the deal is with that, but Daddy said it was a very special and important watch." Tessa sighed, "Then, shortly after Ken 10's birthday, I saw a magazine article with him wearing my Dad's watch. So I'm betting Gwendolyn stole it to give to Ken 10 for his birthday."

Devlin frowned, "A watch you said?"

He looked slightly worried. But turned and continued on his way, refusing to let the girl see his worry. Was that second Omnitrix stolen? And did Gwendolyn really steal it? He glanced over at the girl. She was walking happily next to him, her hands folded behind her back innocently. She did not look like she had a reason to lie.

"DEVLIN LEVIN!"

Devlin flinched and looked up as Gwyn ran over to him, throwing her slender arms around his neck. Devlin coughed, "Gwyn…superhuman strength…chocking."

Gwyn smiled and released him, "Sorry. Forgot about that. Now where the hell where you?"

"Theresa?" Owen gasped, running past the two and squatting down in front of his daughter, "What on Earth are you doing here?"

"Daddy!" Tessa cried, throwing her arms around his neck, "Its terrible! There was an earthquake…and Kal fell in the river and then Mom told me to find him, and your covered in blood! And…"

"Back up." Owen gasped, "Kalvin fell into the river?"

"The Earthquakes could have been caused by Kevin 11,000 building his tower." Gwyn said thoughtfully.

A look of pure worry and pain stretched across Owen's face, "Kal…that river is too fast…what if…"

"This is Kal we're talking about Dad." Tessa laughed, flipping her hair off of her shoulder, "He'll be fine."

Owen did not look convinced. He turned away and looked up at the burning sky, "It appears Kevin went back to his tower…his rampage is over."

"Then we should get out of here." Gwyn nodded,

"But what about Kal?" Tessa asked,

"And Kenny!" Devlin finished.

Owen looked from on exasperated face to the other, "First things first. We get somewhere safe, rest up and repair our injuries, drop Tessa off at home, regroup, and THEN we go rescue Kenny."

"But I want to help too!" Tessa whined,

"There is no way in hell your doing that." Owen snapped.

Tessa fell silent. Owen usually tried his best not to swear or anything like that around them. She could see the tense look on his face. But she was not going to give up…she'd let him have the benefit of the doubt right now, but she was not going to be left behind.

Owen lead them back to his car and climbed into the driver seat, Gwyn jumped over the door and nestled into the front passenger seat, allowing the two kids to jump into the back. Owen sighed, right now, with what was all going on, the condition of the roads was the last of his problems.

"Hang on, and buckle up." He warned.

The Mustang had no problem rolling over the broken streets. Its previous owner had put a lot of money into customizing it the was she had. Owen bit his bottom lip, he was always wondering when the 'previous owner' was going to come back for it.

They rolled around the backstreets, avoiding sight from the tower at all times.

"Aunt Gwendolyn?" Devlin gasped.

The others in the car looked up at the tower, just in time to see Kevin 11, 000 knock someone from the sky.

"Hang on." Owen snapped, turning the car around, and heading straight for the tower.

~ * ~

Gwendolyn had finally reached Keystone. It had not taken long, since she flew there. But when she finally reached there, she had no idea she was really in Keystone.

What she thought she was in, was a graveyard.

Gwendolyn headed straight for Ben's headquarters. At least there she might get some answers…but that tower, was it always there? And wasn't Ben's headquarters right there?

She stopped as she reached the tower and hovered in front of it. This was not good by any stretch of the imagination. Where was her cousin?

Something hit her in the stomach and she screamed as the force knocked her from the sky. She managed to right herself before hitting the ground, but the front of her outfit was destroyed.

Kevin floated out from his balcony with a laugh, "If it isn't Gwen…long time no see, 'darling'."

Gwendolyn sneered at him as he approached. She quickly flew back from him.

"What's the matter? Afraid of me?" Kevin sneered, he placed his hands meaningfully on his hips, "Or is it just regret for betraying Tena and trapping me away?"

Gwendolyn did not reply. She was full of regret for doing that. But she finally shook her head, "Tena was an impostor! You were being tricked by her beauty!"

Kevin's face twisted into an evil glare, "Tricked? By Tena?" He flew up right next to her, and before she could move he grabbed her throat, "Tena was our FRIEND! Your COUSIN! We fought by each others sides for so long…" he let his thumb rub against her cheek, "But you destroyed that now. You picked the impostor and let him kill Tena."

There was something in his eyes that Gwendolyn did not recognize. A fierce, ugly, determinate evil that had grown within him in his years locked away in the Null Void. She looked up at that familiar face and realized that it did not look so familiar anymore.

Kevin threw her roughly to the ground. She gasped as the air was sucked out of her lungs upon impact. He laughed darkly, ready to strike the final blow…

"HEY!" A voice called, "Leave her alone!"

Kevin looked over and saw a familiar face, or at least a face he thought was familiar.

"Ben?" He gasped, as he stared down at what looked like the ten-year-old version of Ben.

Kal ran over to Gwendolyn's side and helped her to her feet.

"Kal? What are you doing here?" Gwendolyn gasped,

"Um…let's not worry about that now." Kal said hurriedly. He turned back and looked at Kevin, who stared back with a smile of acid.

Kevin shot a beam of energy at them, and Gwendolyn quickly rose a shield around the two of them.

"Run kid!" She snapped.

Kal quickly dodged out of the way from the attack, as Gwendolyn's shield broke, and she fell to the ground.

Kevin laughed, and prepared to attack again. Kal raised his fists, feeling completely useless and afraid.

"Wait." Gwendolyn gasped, forcing herself up from the ground. She walked over to the boy, "That thing on your wrist…where did you get that?"

"It belongs to my Dad." Kal shot, "You had NO right stealing it."

Gwendolyn frowned, "No! It belonged to my cousin's impostor! It's a fake Omnitrix."

Kal blinked, "Yeah right."

"Well, technically, I don't know who is the real one." She looked downcast as she spoke, "But nonetheless, this is a working Omnitrix, like Ben 10,000's…but with failsafe measures." Gwendolyn never fully understood that. Shortly after Ben came back from Vilgax's place, he did not seem to have any limiters or failsafe mechanisms at all in the Omnitrix. He claimed to have gotten through them on Vilgaxia.

"This one though, does have failsafe…so I'm going to make you, 'Go Alien' and you have ten minutes to get out of here."

"Ten minutes?" Kal asked. Gwendolyn nodded. She reached up and pressed a button on the strange watch, and the dial raised up. Kal flinched in spite of himself, but watched in awe.

The strange watch was making beeping noises that reminded him of a lousy alarm clock as Gwendolyn rotated the dial, and pressed it down.

A tingly feeling washed over Kalvin, and he suddenly felt his body change, he felt his legs and arms grow longer, and felt his tailbone stretch into a long tail. His skull pushed through his head and solidified into a strange mask, and his fingers fused together to form claws. When he opened his eyes, he was no longer 'Kal', but he looked and felt like someone else…a small, blue alien with balls for feet.

"XLR8." Gwendolyn smiled.

XLR8 looked himself over and smiled , "Cool!"

"Go. Get out of here." Gwendolyn ordered.

XLR8 shook his head, "Lets BOTH get out of here."

XLR8 turned to dash away, when Kevin was behind him. He turned the other way, but the Aufnehman was there as well. The alien backed up, "Uh… Gwendolyn?"

Gwendolyn did not respond. She quickly got up to attack Kevin, shooting an energy beam at him, he moved too fast for her attack to hit him, and then countered with a swift upper-cut to her chest.

Gwendolyn screamed as his attack sent her backwards. He then quickly moved and grabbed XLR8's leg, throwing him to the side easily as well.

Kal hit a broken wall behind him, and the wall crumbled upon impact. He went soaring through it and hit the ground behind, turning back into Kal.

"Kal!" Gwendolyn gasped, trying to force herself up. Kevin stomped down hard on her back. She screamed and collapsed underneath him.

The Mustang roared up the road. Kevin quickly jumped back as it headed towards them. The car stopped between him, and Gwendolyn and Kal.

Owen jumped out of the car, quickly shooting a ball of ice at Kevin. The Aufnehman easily batted it aside.

Gwyn reached over and helped Gwendolyn up, and Tessa ran to Kal's side. She helped him up, and he looked down at the Omnitrix, waiting for it to recharge.

Owen looked up at Kevin with distaste, "Ready for round two?"

"Whenever you are, Tennyson." Kevin sneered.

Ok, so I have a friend that is willing to make a website for the 'All I' Series. It will have pages for Character Bios, Histories, art work, cover pages, upcoming chapter previews, and of course, the chapters themselves, and more.

But only if it gets enough support. She does not want to make it for only a few people, so what do you think? I personally think it would be AWESOME to have a website.

Oh? And anyone remember the guy that asked Ben to ask his cousin if she'd like to go on a date with him in the first chapter of All I Have To Give? Collin, yup. He also appeared behind a corner while Kevin, Gwen, and Julie were talking about Dana Lyn.

Coming up, the truth comes out for Gwyn, Devlin, Kal, and Tessa. Everything gets revealed about Tena, Ben, Kevin, and Demetrius. How will Gwyn take it as they are about to fight yet again, a battle they cannot hope to win?

Kevin is already frustrated, will he go easy on our heroes? Find out next time!