I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time"

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

"Grandpa Max, help! It's back!"

Gwen shrieked again as the monster landed in front of the Rust Bucket. Its chest and head were white, with the rest of the body was black. Blood-red, manta-like wings were attached to the creature's arms, and red claws and fangs protruded. Gwen raised her hands defensively, and was about to run when she saw a protrusion on the creature's chest. It was a circle divided in quarters.

"Ben, you jerk! Were you trying to give me a heart attack?"

"Sorry, Gwen. I just wanted to give Drakulus a test run in daylight. You know, to see if he's sensitive to sunlight or not. So far, nothing."

"Ooohhh, I'm going to get you for this! Just wait until Grandpa Max finds out you did this!"

"Actually, Gwen, I'm the one who came up with the idea."

Gwen and Drakulus turned at Max's voice. Gwen's jaw dropped when she heard Max's admission.

"You told him . . . but, you know that thing scares me!"

"Sorry kid, but, since none of us has seen this kind of alien in daylight before, we had to find out. Same reason why Ben doesn't turn into Ghostfreak, even though we got him back. Common sense."

Before Gwen could mull this over, someone screamed. Darkulus spread his wings and lifted off, headed towards the scream, while Gwen and Max got into the Rust Bucket to follow him.

Drakulus got to the source of the scream well before Max and Gwen. It was a jewelry store with the window smashed out. Two thugs were running down the street, lugging sacks in one hand and guns in the other. Drakulus dove towards them. Out of nowhere, he shrieked. The thugs turned to the sound. One looked like he was going to panic, but the other one was calmer. Taking careful aim, he fired at Drakulus' head.

Ben 10

Riptide

The bullet was moving faster than Drakulus could dodge. Closing his eyes, he felt something well up inside of him. Opening his eyes, he saw a wall of black in front of him. Something bounced off, and then it cleared away. Oh yeah! He can control shadows! Relieved, Drakulus swooped down, kicking the panicky thug as he landed. Turning, he found himself almost face-to-face with the bold thug. Now, to see if I can do this next trick. Grabbing the thug by the face, he felt around inside his own head, searching for the command that would let him absorb the guy's energy. Nothing.

"Let. Go. Now."

The thug was looking at Drakulus with murder in his eyes. Racking his mind, Drakulus felt himself open up. Something poured into him from the thug, who went limp. Drakulus dropped him just as the police pulled up. He waved to them, only to find himself being sighted by both cops.

"You, monster thingy! Step away from that person with your hands up!"

"Wait, I'm the good guy here, honest! He was-"

"Do it NOW! Now or we shoot!"

"Aw, man!"

With that, Drakulus pulled the shadows around himself. Sinking into them, he popped out in an alleyway just as the Omnitrix timed out, leaving him Ben again. He started walking, hoping to run into Grandpa Max soon.

"Ungrateful jerks. I practically hand them their suspect, and they treat me like I'm the criminal!"

Ben was curled up in the back of the Rust Bucket, fuming. Gwen hated to admit it, but she felt that Ben had a genuine reason this time. He'd only been trying to help, and he'd almost gotten shot up. On the other hand, Ben had been one of the few aliens that wasn't already established as a good guy. But then again, he hadn't known about the robbery until well after he'd gone alien. However . . .

She shook her head. Getting trapped in an endless logic loop would get her nowhere fast. She looked out the window and saw where they were headed.

"A beach, Grandpa? We've already been to the beach this summer."

"I know, but I thought, while we're in Tampa, we could at least see for ourselves what all the hype is about."

Gwen sighed. Sometimes, she didn't get her grandfather. Granted, some of that was the age difference; he was at least fifty years older than her. Still, one would think that, after spending a good chunk of the summer with a guy would help you understand him. Sliding out of her seat, she walked out the door and onto the beach.

It hadn't even been an hour since they'd gotten to the beach, and Gwen was bored out of her mind. There just wasn't that much to do at the beach. She'd rather be in a museum, or a library, or somewhere that she could exercise her mind. This was . . . boring.

Gwen was walking back to the Rust Bucket, planning to get her laptop, or her spellbook, or something to cut through the boredom, when she saw the girl. She was rail-thin. Her clothes were ragged and filthy, and her skin was just as dirty. The worst part of it was, she didn't look all that older than Gwen. Gwen felt drawn to this girl, and started walking over. The closer she got, however, the more the other girl shrank away from her, up to the point where she was pressed up against the boardwalk's support pillar. Gwen crouched down under the boardwalk to get closer.

"Hi. My name's Gwen. Are you okay?"

The other girl just whimpered a little. Gwen's heart went out to her immediately. She must have been living like this for a while; someone more recently ousted from society wouldn't be so skittish, she reasoned. She backed up, and the other girl relaxed a little. Gwen sat down in front of her.

"So, what's your name?"

The girl didn't answer immediately, and Gwen thought she was going to bolt. But she did answer.

"I-I'm Amber. Are you going to tell the cops I'm here?"

"Why would I do that?"

"Everyone else does, and then I have to run again."

"Well, why don't you go with them?"

"Because they try to put me in an orphanage. I hate it there."

"All right, I promise that I won't tell anyone you're here. But, why are you here? Why aren't you with your parents?"

Tears welled up in Amber's eyes.

"Oh. Sorry, I didn't mean-"

"GWEN! GWEN, WHERE ARE YOU?"

Both girls jumped. Gwen turned around, and saw Ben running towards her. He stopped abruptly, wrinkling his nose.

"Aw, gross! What did you step in?"

"Ben!"

"That smells nasty! Seriously, what reeks?"

"Be nice, won't you? This is-"

"It's her! Man, she smells like a Dumpster! Geez, take a sho-"

"BEN! That's enough! Why don't you go terrorize some tourists or something?"

Ben left, muttering something about how he never smelled that bad in his life. Gwen hurried to apologize to Amber.

"Sorry about Ben. He's just, well . . . stupid."

"It's okay. I haven't really had a chance to clean up in a while. Do you think, you know, use your shower?"

"Sure. Come on."

After Amber got out of the shower, Gwen gave her some clothes to replace the rags she'd been wearing. She actually cleaned up nicely. Her skin was a creamy brown, and her hair looked nice when it wasn't all greasy and dirty. She had just finished toweling off her hair when Ben walked in. His jaw dropped, and Gwen knew exactly what was going on in her cousin's head.

"Ben, this is Amber. You recognize her, don't you?"

"Not really. So, where did you meet her?"

"This is the girl I was talking with under the boardwalk. You know, the one you thought smelled like-"

"Oh. Uh, about that, you see, I was, uh . . ."

Amber giggled, and Ben's whole face turned red as a tomato. She walked over and brushed his hair back. Gwen snorted. She'd probably have him eating out of her hand next, if she didn't step in and get her to stop. But then again, if she could get this on tape . . .

Gwen had just gotten her video camera when Grandpa Max walked into the Rust Bucket. As soon as she saw him, Amber pulled her hand away from Ben, and Gwen hid her camera. Max looked Amber over, and then turned to Gwen.

"So, who's your little friend?"

"Grandpa, this is Amber. She lives . . . she lives near the beach. We met near the boardwalk, and she wanted to see-"

"Gwen, Ben told me about her. Personally, I think it's great that you want to help, but we can't just take in anyone."

"I wasn't taking her in! She just wanted a shower-"

"And some clothes? Gwen, come outside with me."

Gwen squeezed past Ben and Amber to follow her grandfather outside the Rust Bucket. She sat down next to him on one of the benches situated nearby. Max sat down next to her and started to talk.

"Gwen, I know that you're trying to help, but-"

"But nothing! She needed help, and I gave it to her. What's so bad about that?"

"Look, I think it's great that you wanted to help. I really do, but she might get attached to you. What do you think you'll do then?"

"Well, I-I don't know. I didn't think about it. Sorry."

"There's nothing to apologize for. Now, I guess she can stay for dinner, but then-"

Before he could say anything else, a shriek came up from the beach. Gwen and Max both snapped upright. As they rose off of the bench, Ben came tearing out of the Rust Bucket, cycling through the Omnitrix's selection of aliens. He pressed down on the dial, and became a tower of green crystal. He didn't make any remarks about wanting to be another alien, so he probably meant to become Diamond Head. He sprinted ahead of the other two towards the beach.

When Gwen got to the beach proper, she found Diamond Head in combat with a bunch of . . . what? They were humanoid in appearance, but looked to be made entirely out of water, with no features at all. She watched as Diamond Head turned one of his arms into a crystal blade. He swung with it, slicing one of the water creatures in half. It dissolved as he turned to fight another, but then reformed when his back was turned. This was looking bad.

Max pulled some manner of Plumber weapon out of his pocket and charged in, light blazing from the barrel of the weapon. Gwen racked her brain through the small collection of spells she'd managed to remember. None of them seemed appropriate to fight these creatures, and she didn't think her martial arts would do anything to them. But, not trying wouldn't be right, either.

Before she could join the fight, Amber grabbed her by the shoulder, holding her back. As she passed, Gwen noticed that her eyes were glowing blue. Passing Gwen, she walked resolutely towards the fight. When she reached it, she simply stuck her hand into the nearest creature. It began to jitter, and then exploded without a sound. As its remains soaked into the sand, the rest began to back away, running for the surf. Everyone stared at Amber.

"This is just like Kevin!"

"It is not like Kevin! Kevin was a creep; Amber's helpful, and nice."

"She's a freak, and she's trouble, just like Kevin!"

Fuming, Gwen stormed out of the Rust Bucket and started walking away. She didn't notice Amber following her until the other girl had almost caught up with her. Gwen decided to stop, but her body kept moving. Amber walked fully into her plane of view, and Gwen saw that she was sweating. More importantly, her eyes were glowing blue again.

"Sorry about this, Gwen, but you'll understand eventually. I just want us to be together forever, without your rude cousin, or anyone else."

Gwen tried to speak, and found she could.

"What are you talking about? What are you doing to me?"

"I don't know what the proper term is, but I can control water. The water in ice, steam, even people. And I'm going to drown this city out, so we can have it all to ourselves, to be best friends forever!"

"You-you're insane! You'd kill all these people just to be alone with me? That's psychotic!"

There was more that Gwen wanted to say, but her jaw froze up at that point, and all she could do was groan. Amber kept walking, and Gwen followed, trying with every fiber of her being to break out of Amber's control.

Eventually, they found a tall enough building from which Amber could watch her killer tsunami and not have Gwen get caught in it. During the walk there, she had talked about all the fun she and Gwen were going to have in the empty city. Gwen was still trying to find a way around Amber's control, and was rewarded by a few finger twitches. It must wear her out to do this for more than a few minutes. But how long will it take before I can actually do something?

Before Gwen had time to guess, an orange dog with no eyes came crashing through the doorway leading to the stairs down the building. Gwen inwardly rejoiced to see Wildmutt; this meant that Grandpa Max wouldn't be too far behind, and surely he'd have something to deal with Amber.

Amber wasn't happy with this development.

"So, I'm guessing this is Ben, huh? Well, prepare to get sucked under by the Riptide!"

Pipes burst all over the roof, and water rose up to form a vaguely humanoid shell around Amber – no, Riptide. As it formed, Gwen gave a mighty twitch, the result of all her muscles working at once against a force no longer present. As some of her muscles cramped up, she watched as Wildmutt took a swing at Riptide's water armor, only to have it freeze just before contact, and just as quickly melt back into water. Gwen realized that she only had one chance to stop this. She had to act quickly.

Just as Wildmutt hit the ice again, Gwen jumped forward, spell escaping her lips. The ice melted – and Gwen's hand shot straight through the back of the armor, landing on Riptide's head. Gwen felt Riptide's mind open up to her. Shoving her way through the thoughts, she found the area where Riptide's powers were located.

The sensation was incredible. Gwen could sense everything through this part of Riptide's mind. Herself, Riptide, Wildmutt, the millions of people in the city, even the wave coming towards them from the Gulf. Stretching out her consciousness, Gwen forced the wave to recede. When she was done, the wave coming might be a little high, but it wouldn't destroy the city like Riptide had planned. Satisfied, she let loose a burst of mental command, burning through the pathways of Riptide's brain.

When she pulled herself out of Riptide's mind, Gwen slumped to her knees. It took her a moment to realize that Riptide's water armor had dissolved. Riptide, meanwhile, was frantically making hand gestures.

"What did you do to me!?"

"Shorted out your powers . . . you're just a normal person now."

"NO! You witch!"

Riptide lunged for Gwen, but Wildmutt grabbed her by the waist. He leapt down the building, presumably to take Riptide somewhere where she couldn't hurt anyone else. Like that orphanage she didn't want to go to. Gwen smiled, and then passed out, exhausted by her trip into Riptide's mind.

When Gwen came to, she was in the Rust Bucket. Ben was slouched at the table, and Max was driving. Ben muttered something to her that sounded something like "Finally". Gwen passed him and got into the passenger's seat. She needed to talk to Grandpa Max.

"Gwen! You're up."

"Yeah, I am. And I want to say, I'm sorry about the whole thing that happened."

"Gwen, there's nothing you have to be sorry for."

"But, if I hadn't been nice to her, then she wouldn't have tried to destroy the city-"

"There's no way you could have known that going in. Remember, hindsight is always greater than foresight."

Gwen nodded, but inside, she was troubled. No matter what Max said, she still knew that the whole mess had been her fault. She shrunk down in her seat a little. Someday, she would have to deal with the fallout of this little disaster, and she knew it wouldn't be pretty.