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", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

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

"You don't think there are any wolves in this area of the park, do you?"

Dean grinned a little as Penny curled up against him. The ranger that had warned him about the wolves had inadvertently done him a favor. Penny was so scared that she stayed huddled up to him. Win-win for him, and all thanks to that one ranger.

Dean's good mood evaporated when he heard another howl, this one sounding a little too close for comfort. The macho attitude he had put up earlier in the day started to dribble away as the howling got closer. Turning away from the fire they had been sitting in front of, he saw a massive wolf not five feet away from them. Its eyes were blazing red, and its fur looked paler than you would expect it to be. As he watched, the wolf rose up on two legs. Its back legs lengthened and straightened out, while fingers grew out of its paws. At that point, Dean and Penny bolted, leaving the shapeshifting monster behind them.

Ben 10

Lost

"Ben? Are you all right?"

Gwen snapped her fingers in front of Ben's face. His only response was to turn his head to look out the window. He'd been doing this for a couple of days. At first, Gwen thought he'd been thinking about Will, the girl they'd met during the Mech Wrecker incident. But he hadn't once blushed or smiled while in this state. The only question was what was he thinking about?

"What if he gets loose again? I mean, if he can control the Omnitrix like that, what's to stop him from taking me over?"

"Wait, this is about Ghostfreak? Look, Ben, we fried him, remember?"

"Yeah, but he got back into the Omnitrix before that happened."

"No, you picked up some of his DNA before that happened. Ghostfreak is dead."

Ben shook his head and resumed staring out the window. Gwen tried to think of something to say, something to cheer Ben up. Nothing came, so she got up and went to the front of the Rust Bucket, where Max was sitting.

"No luck getting him to cheer up?"

"Yeah. I think I'm actually starting to miss him picking on me. Just don't ever tell him I said that."

Before Max could respond, Gwen had gotten out her laptop. Turning it on, she saw that one of her friends from school was logged on. Before long they were both talking about what they had been doing over the summer(although Gwen had to lie about a lot of it). While they were talking about where they were at the moment, Gwen looked out the window and saw a billboard that she thought her friend would like to know about. She sent a picture of the billboard to her friend. The response surprised her. They exchanged a few more messages, and then Gwen turned to Max.

"Grandpa, we're about five miles behind one of my friends. She wants to know if we can stop with them and see each other. Can we?"

"Well, who is it?"

"Janet Young. You know, the girl from my school?"

"There's a campsite a few miles ahead of us. Tell her to wait for us there."

_____________________________________________________________

As soon as the Rust Bucket parked near the Youngs' RV, Gwen burst out of the door, rushing over to see her friend. Ben slumped out after her, still thinking dark thoughts about Ghostfreak and the Omnitrix. Looking over, he saw Gwen lean down to hug an Oriental girl sitting behind a table. She looked a little familiar, but not much; he didn't really know any of Gwen's friends, and she didn't really know any of his. Gwen waved to him, and he walked over, wondering to himself how lazy you had to be to not get up to see a friend. When he got there, he was suddenly struck with embarrassment and a little shock. She wasn't lazy, like he'd originally thought; she was in a wheelchair. He suddenly felt really bad about thinking she was lazy. These thoughts at least put the thoughts about Ghostfreak out of his mind, although he didn't realize it.

"And you must be Ben. Gwen's told me a lot about you."

Janet stuck out her right hand for Ben to shake. As soon as he touched it, a shock passed between their hands, causing both of them to jerk back from each other. Janet rubbed her right hand with her left, which was wrapped in gauze. Both Tennysons noticed the gauze.

"What happened to your hand?"

"I . . . I burned it a couple of days ago. It's nothing, really."

Gwen made sympathetic noises, but Ben was a little suspicious, even though he didn't say anything at the time. He looked for Max, and found him talking with Janet's father. Probably not the best time to interrupt. Besides, what was he going to tell him? Sure, Janet had lied, but he didn't know what she was lying about. He'd look stupid. But, before he completely dismissed those thoughts, he heard a beeping noise from the Omnitrix. Looking down, he saw the dial change from red to green, the way it did after recharging. The only problem was, it hadn't been recharging. He hadn't used it for two days, so it should have still been charged. Something wasn't right, and he was determined to find out what.

_____________________________________________________________

The sun had almost completely set. The remains of dinner(Max and Janet's dad had insisted on sharing a meal) had been put away. Ben was sitting at the picnic bench, watching the Youngs' RV. Something was up with Janet, and he was determined to find out what. As the last rays of sunlight dipped over the horizon, Gwen yawned heavily.

"I'm going to bed. Try not to stay up all night."

Ben made a motion to show that he'd heard her. About five minutes after Gwen went to bed, Ben saw a dark shape come around the Youngs' trailer. Whatever it was, it was big, with giant wings growing from its back. It lifted off, and Ben was immediately running through the Omnitrix's selection. He decided and pressed down on the dial. When the green light faded, he was Stinkfly, zipping after whatever monster had left the campsite.

As he soon realized, it was hard to fly after something that stayed as close to the treetops as this thing did without much light. And it was even harder to track it from above; without much of a moon, Stinkfly could barely make out the creature. The only thing he could see was a slight reflection off the creature's left hand, like it was wearing a bracelet, or some other kind of jewelry. Still, it was something to shoot for, and shoot he did.

"Hey, ugly! Think fast!"

One or two of Stinkfly's blobs of goo hit, but the creature shot upward sharply, causing the rest to fall woefully short of the mark. Whatever this thing was, it was fast. Stinkfly banked, swiveling his eyes in all directions to find the mystery monster. This was a lot easier now that it had risen above him, even with the less-than-stellar lighting conditions. He started shooting again, aiming for its wings to bring it to ground. The monster responded by tucking said wings against its body, shooting straight at Stinkfly. Before he could react, the creature grabbed his head with its reflective left hand. There was a flash, and all of a sudden he was Ben again. As he began to fall, he started to scream. He was still screaming when he hit the first branch and descended into darkness.

_____________________________________________________________

"Gwen! Wake up!"

Gwen sat up slowly, shaking her head to get the fog out. Max had been shaking her, and he leaned back a little as she sat up.

"Where's Ben?"

"Wha- he didn't come in last night?"

"You saw him last. What was he thinking? Did he say anything?"

"No. He was just sitting there, watching Janet's RV. I thought he was just going on about Ghostfreak again. May-"

Before Gwen could finish her thought, there was a knock on the door. Max opened it and found himself eye-to-eye with Mr. Young. He looked a little desperate, and more than a little worried. He grabbed Max by the shirt and literally dragged him out of the Rust Bucket. Gwen came outside to see Janet's dad hoisting a very large and very inhuman weapon in his hands. Max grabbed one of the same from the back area of the Rust Bucket; apparently, there was something nasty in these woods. Max closed up the compartment, and he turned towards the woods with Mr. Young in tow. Gwen was about to go after them, but Max turned around and shook his head. With that, he turned forward again, walking into the woods to try and find Ben and Janet.

_____________________________________________________________

Ben's head was throbbing. He put his hands on either side, feeling like it would fall off if he didn't hold it on. His eyes opened slowly, blinking as the light flooded his field of vision. When he could properly see again, he saw not the interior of the Rust Bucket but instead trees and grass. Slowly, it came back to him: Janet lying about her hand being burned, the monster from her RV, Stinkfly chasing the monster, it grabbing him, and then nothing. Groaning, he sat up, regretting it immediately. Looking around, he saw another person lying near him. It took him a moment to recognize it as Janet. Crawling over, he got a good look at her left hand. It was encased in some kind of golden glove. He reached out to tap it, but had his hand batted away as Janet came to.

"Unh, five more minutes."

"Are you all right?"

Janet shrieked at that; obviously, she hadn't been expecting Ben's voice. Her upper body rolled over, dragging her legs with it. Once she'd gotten turned around, she propped herself up on one arm, using the other to comb blindly through her hair, picking out sticks that had gotten stuck there.

"Where are we, and why are you here?"

"I don't know. I was following something, and . . . that was you, wasn't it?"

"What was me?"

"That flying thing last night. I mean, that's the only way you could have gotten out here, right?"

"Ok, I have no idea what you're talking about, but we've got to find our way back to the campground. Bend over."

"No way! Find your own way out, if you can't trust me."

"You . . . you're not serious, are you? I can't walk! How else am I supposed to get out of here?"

Ben was about to walk away when he heard (or at least thought he heard) Ghostfreak's dry laughter, relishing the chance to abandon Janet to die in the wilderness. Sighing, he turned around, walking back to Janet.

_____________________________________________________________

Gwen slid the Keystone of Bezel into her pocket. It still hadn't really recharged from Hex's attempt to recreate the Charms, but it enhanced what little spellcasting talent she had. She didn't think that Max and Mr. Young could find Ben and Janet before anything happened to them. Not that they were bad at tracking people down; she just didn't think it all that likely that anyone could find them without some kind of clue as to where the kids were.

Sketching a small circle on the ground, she dropped one of Ben's dirty shirts within the circle. The outline began to glow purple, and Gwen suddenly knew where Ben was, relative to the campground. Whispering a few words, she jumped into the trees, running on the branches towards Ben.

_____________________________________________________________

"So, what is that thing, anyway?"

Ben stopped for a minute, heaving for air. It didn't matter that Janet couldn't move her legs. They were still heavy, especially when you were carrying her through the forest for a few hours (at least, he thought it had been a few hours; neither of them was wearing a watch). After he had gotten his breath back, he started moving again.

"You first."

"Why should I?"

"Because I don't need you to get back. Want to try it by yourself?"

Janet swallowed hard. As far as she could tell, Ben was entirely serious with his threats to leave her to fend for herself. She decided to humor him, if only to keep on his good side.

"It's called the Shaxras Gauntlet. I found it in the attic when I was four. I put it on because I thought it looked cool, and it wouldn't come off. Man, was he mad when he got home and saw it. He taught me how to cloak it, but that stopped working a few days ago."

"And it does . . . "

"It lets me turn into all sorts of creatures. You know, the mythical ones. This griffin with arms instead of forelegs, a minotaur, bunch of others. Since I stopped walking . . . you just take that for granted, but it just feels like I can do anything. Now, what about yours?"

Ben opened his mouth to tell her when they both heard something howling nearby. Another howl responded to the first, and then another. Ben checked the Omnitrix. Still red; this was a new record for uselessness. Before they could move, Ben and Janet found themselves surrounded by a pack of wolves. The one directly in front of them was a massive white wolf. It started forward, arms lengthening as its muzzle shortened. A slit appeared in its chest, and it reared up on its hind legs. Ben blinked, and when he did, the fur fell back like a cloak. Under the cloak was a young woman in a short deerskin dress. The only thing that connected her with the snarling beast of a few seconds ago was the pair of bright gold eyes. She walked up to Ben, tracing unknown patterns on his face with her abnormally long fingernails. She grinned, a humorless smile that showed far too many teeth. She moved her face in towards his neck, but stopped at the sound of a small voice.

"No! Bad dog! Leave them alone!"

The gold-eyed woman jerked her head around. Floating about a foot over her head was another woman the size of a Barbie doll with a set of dragonfly wings growing from her back. The wolf-woman made some noises with her throat; if it was a language, neither Ben nor Janet understood it, so they sat through the exchange between the two women wondering what would become of them. Once it ended, the woman on the ground turned and ran, her form melting back into that of the white wolf. The flying woman waited until the entire pack had left before floating down in front of Ben.

"I'm Puck. Are you kids lost? Hungry?"

Both Ben and Janet nodded. The little woman rose up a little, trailing little glints of light as she did.

"Then follow me. My master should be able to accommodate you."

Puck turned and glided off, with Ben and Janet following right on her tail.

_____________________________________________________________

By the time they got to the clearing, the sun had reached its high point and was in the long process of heading west. Ben was tired, and the site of the massive tower sitting in a treeless depression was as welcome a site as any. He looked up at Puck, but was too weary to get the words out. She read the question in his eyes and answered.

"Yeah, this is my master's retreat. He's a bit of a recluse, but friendly enough, I guess. I'm just glad he took me in."

"What do you mean, took you in?"

"I'm an orphan. My parents died while I was still pretty young, and pixies are superstitious creatures. They thought I was cursed, and they ran me out of their little kingdom. I thought I was going to die, but he found me and nursed me back to health. It's a favor I can never truly repay, but I try anyway. Come on, let's hurry. I think he's got lunch ready."

As soon as they crossed the threshold, Ben could smell something. He didn't know what it was, but it smelled delicious. As soon as Janet was off his back, he rushed toward the smell. Before he could find the source of the smell, he ran into a rail-thin humanoid in dark robes. Backing up, he saw not a face, but an ivory mask. The eyeholes were filled with a pair of surprised brown eyes. Ben tried to stutter out an apology, but the robed figure raised his hand.

"Well met, young one. What is your name?"

"I-I'm Ben. Ben Tennyson. And this is Janet Young. We-"

"You were lost, yes? I saw you hours ago. I'm just amazed that it took Puck so long to find you."

"Sorry. Oberon thinks I'm dangerous. I had to outfly a couple of his soldiers on the way to them."

"Very well. Show them to the dining hall. Make them comfortable, and then come to my chambers."

Puck nodded, and then turned down one of the halls with Ben and Janet in tow.

_____________________________________________________________

Gwen looked down from the branch on which she was currently sitting. Below, a pair of wolves walked by, sniffing the ground. They looked familiar, but she wasn't sure if they were the same ones she had seen earlier. For all she knew, there were hundreds of wolves running around this forest. Either way, she had to get around without getting caught by them. Bracing herself, she leapt for the next branch.

For a second, she thought she wasn't going to make it. Even with the Keystone, she saw herself coming up short, crashing into the ground right in front of the wolves. In actuality, she almost overshot the branch she was headed for, which would have be just as disastrous as shorting it. Grabbing the branch to keep herself from falling, she felt her palms get shredded by the bark, and had to bite her lip to keep from moaning. Steadying herself, she watched the wolves turn from the tree and start walking to the north. The same direction that Ben had been going, if her spell was working properly. Might as well follow them, if they're going the same way, she thought, and then leapt for the next branch.

_____________________________________________________________

Ben looked down the hallway, wondering where it led. Neither Puck nor her nameless master had said he couldn't explore, and he was more than a little curious. Plus, this place seemed bigger on the inside than it looked on the outside. A lot bigger. It didn't surprise him nearly as much as it would have a few months ago – at this point, nothing really seemed impossible to him – but it did surprise him a little. As he walked down this particular hallway, he spotted a glint traveling above him.

At first, he thought it was Puck, and he waved at it. As it got closer, he saw that, while a pixie, this one was a male. He was wearing what looked like bark armor, and had a miniature sword strapped to his waist. Weird. Didn't Puck say she was the only pixie here? Ben followed the pixie as far as he could, but lost it when it slipped through the slits of a grate in the floor. Ben almost gave up until he heard the familiar beeping of the Omnitrix recharging. Finally.

The only question was what alien to use to infiltrate the lower levels of the tower? Gray Matter could probably get through the small slits on the grate more easily that anything else, but he didn't have any offensive power in case he ran into trouble. ThunderVolt, on the other hand, would have no problem fighting off anything he ran into, but would have a harder time getting through the grate in the first place. But neither of them had any kind of night vision; the area under the grate was pretty dark.

Ben stared down the grate. In all honesty, there was only one alien in the Omnitrix that could get down the grate and be able to fight some of the nasty things that might be lurking under there. The only problem was, if he used Ghostfreak, would he be able to control what was essentially the dark corner of his mind? Or would he just release the one enemy he was truly afraid of back into the world, ready to wreak havoc? Closing his eyes, he activated the Omnitrix, twisting the dial around. Whichever alien came out, he would use. And pray that it didn't blow up in his face.

As soon as he pushed the dial back into the Omnitrix, he felt his physical body drift away like smoke on the water. He held up his arms and found himself staring at a set of abnormally long claws. That confirmed it; he was Ghostfreak for the first time in a very long time. Fortunately, he wasn't in sunlight; the last thing he wanted right now was to fry because of what was essentially dumb luck. Willing himself insubstantial, he passed through the grate and into the lower levels of the tower.

As he glided down the hallways, Ghostfreak realized that he had excellent night vision. There weren't even torches down here, just the occasional pixie floating around, but he could see as clearly as if there was a sun lighting the place. As he went deeper, with the darkness growing, he felt something coursing through whatever passed for veins for this form. That's right. The darker it gets, the stronger he – I – get. Soon, he was in what had to be catacombs. Up ahead, he saw Puck encircled by the aura of light she gave off. She was flying down the hall, staying level with her master's shoulder. Ben slid in closer, willing himself invisible in case either of them thought to turn around. When he got close enough to hear them, he could tell that at least one of them was angry.

"-and the Wolf Pack. I deserve at least that much for getting all that magical crap you have hoarded in here."

"The Wolf Pack wasn't part of the bargain. You get control of Oberon and his kingdom. Nothing more."

"Oh, I'm sorry. I must have forgotten who keeps bringing in artifacts and sacrifices. Tell me, when was the last time you brought something in? Oh, that's right, I did! I've done all the work, and you're telling me that I don't get some kind of bonus? Fine. Good luck getting all those magic weapons back once I take the-ulk!"

"Or, I could snap your arrogant little neck right here and now. I'm sure I could find another of you little winged rats willing to help. Am I understood?"

Puck nodded, and her master let go of her neck. She hovered there for a few seconds, sucking in air and rubbing her neck. He began walking again, and then stopped and turned around.

"Well, well. It looks like curiosity is a family trait, little Ben. Shame, really. I was a little fond of you."

Ghostfreak fired a blast of purple energy at the Master. He raised a hand, and the energy sank into his palm, firing back out a second later, catching Ghostfreak in the chest. Rolling with the impact, Ghostfreak slid into the floor, rushed through it, and came up with a fierce uppercut. The Master fell backwards, and his mask popped off.

Without his mask, the Master looked hideous. His skin was gray and rotten. Bones showed through in at least three different places, not counting the teeth one could see through the hole in his right cheek. For the first time, Ghostfreak got a good look at the Master's hands. They too were decayed, and the skin on the fingers stopped about an inch short of covering the bones. Stunned, Ghostfreak wasn't able to react when the Master shot forward, slapping his hand against the dial attached to Ghostfreak's left shoulder. There was a flash of red light, and Ben dropped to the ground. Without Ghostfreak's night vision, he could only see the faint glow Puck gave off. The Master was pretty much invisible to his point of view. Something grabbed his shirt, dragging him down the hallway.

_____________________________________________________________

Ben hit the ground rolling, stopping only when he hit a wall. The noise of a door slamming came from behind him. He turned around (at least, he thought he did) but saw nothing in the darkness. The Omnitrix let off a bit of a red glow, but it didn't do anything to help him see. He started feeling around. Slowly, crawling around his cell, he found something soft wrapped in cloth. He began running his hand up it, trying to figure out what it was. He was still clueless when something grabbed his wrist, causing him to scream.

"Shut up! I'm not going to hurt you!"

Ben pulled his arm out of his cellmate's hand. Whoever it was, he thought the voice sounded like a girl, which automatically qualified his cellmate as she. Still scared, he decided to get to know her a little.

"Who are you? I mean, your voice sounds kind of familiar, but it could just be coincidence."

"I'm nobody you know. I'm in here because Kol-Karah doesn't like loaning things out."

"Kol-Karah?"

"That's his name. The undead guy in the mask, I mean. You didn't know?"

"I got here by accident. I was lost in the woods, and what's-her-name-"

"Puck. Do me a favor. If you get out of here and I don't, rip her wings off or something like that. Backstabbing, conniving coward, that's what she is."

"What did you mean when you said that thing about him loaning out stuff?"

"He has this book in his library. I need it to do this ritual, and he has the only known copy left in existence. I got into the library, and I almost had the book when that little winged traitor brought him in. I've been stuck down here for I don't know how long, and I'm starting to think I'll be here forever."

"Don't think like that. I think I can figure a way out eventually."

But deep down, he knew that it was a long shot. Kol-Karah could shut down the Omnitrix, just like Vilgax could, and he'd never fairly beaten Vilgax. Kol-Karah would be even more difficult, given all the powers his magic could grant him. Silently, he prayed that someone would show up and save him.

_____________________________________________________________

Gwen shifted her weight, grabbing for the next handhold. She'd found the tower, but something had told her to avoid the door. Sliding her fingers into the next handhold, she reached up and got a hand on her target – a windowsill about halfway up the tower. Levering herself up with her hands, she slid over the sill and into the tower.

As she lay there, trying to recharge after the climb, she gave the room a look-around. Scattered throughout the dusty room were a variety of items. Belts hung on the leg of an overturned table, while a few cloaks lay bundled on the chair next to the table. Staffs were propped up against one of the walls, and a large amount of jewelry was scattered on the floor. Curiosity got the better of her, and she grabbed one of the rings lying by her hands.

A shock ran through her system, and Gwen suddenly found that she knew what the ring did. Pushing herself up, she grabbed another ring. The same sensation passed through her body. Eager to test this new power, she grabbed one of the cloaks. This was followed by a number of amulets, a golden belt, two wooden wands, something that looked like a golem's finger, and several other items. By the time she was done, she had amassed what amounted to a small arsenal. She was about to sort through it when something bumped her leg.

Gwen jumped a foot in the air, biting her lip to keep herself from screaming. Once she landed, she whipped around, hoping that she'd imagined the touch, praying that it wasn't some kind of guardian left here to safeguard the magic items in the room. At first, she didn't see anything. When she felt the same bump, she looked down. Sitting there was a beat-up brown backpack with a pair of buttons sewn near the top. She recognized it immediately. It was the backpack Charmcaster stored her magic stones in. Gwen kneeled in front of it, and it jumped at her again.

"What? Do you want to come with me? Is that it?"

The bag jumped at her again. Gwen took that as a "yes", and slid the straps of the backpack around the belt. Clasping the belt around her waist, she slid the wands and finger into little slots on the side of the belt. The amulets were placed on little hooks on the back of the belt. A pair of bracers clamped over her forearms. A pair of fingerless gloves slid onto her hands, and rings slid onto several of her fingers. Sliding one last item over her neck, Gwen threw the cloak she'd grabbed over her shoulders, pinning it in place with a petrified eye. Grabbing the staff she'd picked up, she opened the door and walked out, ready for anything.

_____________________________________________________________

Ben leaned against the wall. He and his cellmate had just stopped talking after a while, and they were staying on opposite sides of the cell. Ben looked at the Omnitrix. It had recharged, but he didn't think he could just leave his mystery roommate here. Idly, he began running through his aliens in his head. Ghostfreak was the only one he could think of that could get out; nothing else had any real ability to see in the dark. Sure, Wildmutt could sense his way around, but he wasn't strong enough to tear his way through whatever kind of door there was keeping them in. Nothing else could really work, each lacking some ability or another that would be useful for getting him and his cellmate out.

"Ben? Is that you?"

Ben whipped his head around to where he had heard Gwen's voice from. At first, he thought it was one of Kol-Karah's tricks. But Kol-Karah's never heard Gwen before. Has he?

"Is that you, Gwen?"

"Of course it's me. What's the matter, can't you see me?"

"No, he can't see you. It's pitch-black down here."

"Oh. Close your eyes for a second, both of you."

Ben closed his eyes, and then opened them to find the area blazing with light. The light was emanating from the left hand of a hooded figure. The figure pulled its hood off, revealing his cousin's face. Ben rushed forward and found that they were not in a cell, as he had thought, but in a small space built onto the corner of the hallway. He grabbed Gwen in a bear hug, and was only interrupted by someone clearing their throat behind him. He turned around and was more than a little shocked at what he saw.

Her silver hair wasn't pulled back in a ponytail like it usually was, and her jacket had been replaced with a purple tank top, but she was still recognizable as Charmcaster. She was sitting about five feet from where Ben had been prior to the lights coming on. The only other difference from her normal look was a leather collar inscribed with silver runes on her neck. Gwen walked over to her and reached for the collar. As soon as she touched it, her hand convulsed, and she drew it back sharply.

"You think I didn't try that? I've been down here for . . . what's today?"

Ben told her.

"Two weeks! You think that it never crossed my mind to just take the thing off? It's keyed to keep magic-users from taking it off, plus drain their powers."

Ben walked over and touched the collar. Nothing happened. He ran his finger over to the catch, and then stopped.

"I'll let you out, but you have to make me a promise. Promise that you'll help us stop Kol-Karah, no matter what he's doing. And no killing or maiming."

"What? No! I'll help you, but you can't stop me from paying that little weasel Puck back."

"Promise, or we'll leave you here for Kol-Karah to play with. All or nothing."

"Fine, I'll leave off Puck. Now take this thing off me."

Ben undid the catch and removed the collar from Charmcaster's neck. She stood up, rubbing her neck; Ben saw the red circle of chafed skin where the collar had been. Dropping her hands from her neck, she held one out to Gwen.

"Give me my bag."

"I don't think it wants to go with you anymore."

"Bull. Hand it ov-ow!"

She'd been reaching for the bag, and it bit her with its zipper/mouth. She pulled her hand back, sucking at the tip of her index finger.

"Sorry, but I guess-"

"Don't care. Keep it. Ungrateful little monster."

With that, she turned and started to walk away. Ben and Gwen looked at each other, and then followed her down the hallway.

_____________________________________________________________

Gwen heaved the grate covering the downstairs area aside while Charmcaster watched in amazement. When her right hand came back, she saw immediately why Gwen had pulled that off: the Keystone of Bezel was attached to the back of the glove she was wearing. For a second, she thought about trying to steal it, but pushed that thought into the back of her head. If she could get the book she was looking for, she wouldn't need the Keystone. And for right now, teaming up with the Tennysons was her best shot at getting it.

"So, where should we look first? I mean, someone's got to know what Kol-Karah's doing with all these artifacts. Either of you hear anything?"

"While me and Janet were eating, Puck said something about fungus. I thought she had some kind of athlete's foot or something, but I could be wrong."

"Fungus? Are you serious?"

"Yeah, but I didn't think it meant anything. Does it?"

"I can't think of any reason, but-"

"You're sure she said fungus?"

"Yeah. Is it important?"

"Oh, man. We've got to stop him, and fast."

"Why? What does it have to-?"

"A couple of hundred years ago, the Lords of the Abyss sealed one of their number in the Bleak Wastes for attempted deicide. Iriix, the Lady of Fungus. She's about the only being powerful enough to release Kol-Karah from his tower when he busts her free. We've got to find the conjuration room before he frees her, or he's going to suck the planet dry of magic. I think it's this way."

Gwen and Ben took off in the direction Charmcaster had pointed. Before long, they came to a large, thick door. Charmcaster put her hands on it and muttered a few words. The doors practically blew off the hinges, and the three of them were looking into a very big room. Most of the walls were covered in runes and summoning circles. The exception was directly across from them; it looked like a window into a landscape both Tennysons recognized immediately: the Null Void. Charmcaster sucked in a breath sharply, and the little gasping noise alerted the room's occupants to their presence immediately.

Kol-Karah and Puck looked up immediately, and their movement revealed something lying on the ground between them. It took a few seconds for Ben to recognize that something as Janet. She looked a little bleary, and Ben's first thought was that she had been drugged. A fury burst into him, and he activated the Omnitrix, not even looking at what he was going to turn into. There was a flash of green light, and he found himself swathed in blue-black fur. Charmcaster looked over and said, "Cool".

"Ben, get Janet out of here! Charmcaster and I'll take care of Kol-Karah. Go!"

Howlrunner rushed forward, unleashing a concussive roar that blew Kol-Karah and Puck into the wall. With them out of the way, he grabbed Janet, carrying her to the doorway they had entered through. She pushed herself up on her arms, groaning. He got an idea. If the Omnitrix was working again . . .

"Janet, use the Gauntlet! We need backup!"

Janet closed her eyes and began to glow slightly. She began strobing, and in each flash became something else, something inhuman. When she finished, she had become a Minotaur easily a foot taller than Howlrunner. He took a moment to be very impressed. They turned around but Gwen and Charmcaster had Kol-Karah and Puck's attention all to themselves. Just then, Howlrunner noticed someone standing on the other side of the window to the Null Void. Three familiar-looking teenaged girls walked slowly towards the wall, flanking a construct of mold and fungi. As he watched, they slipped out of the wall and into the room. Rushing forward, he took a swing at the construct, which he assumed to be Iriix. His massive paw stopped partway through its swing, halted painfully by one of the girls' sharp kick to his wrist.

"Ow! That hurt!"

Before he could retaliate, another of the girls, this one covered in tattoos of dragons, leapt forward, shooting a blast of energy at him. Dodging, he opened the four pieces of his jaws, unleashing a concussive roar, blasting the dragon girl across the room. While he was so occupied, Janet came charging over, catching the other two girls over her horns and smashing them into the wall. Howlrunner turned to attack Iriix, but she had vanished from his view. Oh man, please don't be gone.

_____________________________________________________________

Gwen threw her right hand forward, and a bolt of blue fire shot towards Kol-Karah, who threw it to the side an instant before it would have hit him. Raising his staff (a wooden shaft topped with a crystal that was constantly glowing), he uttered an ancient word, one that hadn't been heard in thousands of years. Almost immediately, a hole opened in the air just below the ceiling, and flame and ash began raining down in the room. It was a good strategy for him; he couldn't feel the pain of the burning ash, and any damage to his body could be repaired once he took care of the intruders.

Gwen made a gesture with her hands, augmented by a few powerful words of her own, and the hole closed. She didn't know how she did it, but right now she felt like she could do anything with the sheer power running through her veins. Raising the staff she'd taken from Kol-Karah's storeroom (hers looked like a rather long spinal column topped with the skull of a large raven), she mentally activated it. A stream of energy burst from the mouth of the skull and hit Kol-Karah on his left arm before continuing forward to the wall.

When the energy faded away, she saw that the area of the wall her energy blast had hit looked like it had been eroded away. The clatter of objects hitting the floor brought her attention back to Kol-Karah. His left arm was gone, reduced to bones scattered on the ground next to him. He looked at his side for a moment, as though he was trying to figure out what happened to his arm. He looked at Gwen's staff, and nodded to himself.

"The Necromancer's Staff, of course. Useful, but a bit limited in its application. Now, burn!"

A gout of black fire shot from Kol-Karah's staff. Gwen reacted instinctively, throwing the cloak she was wearing in front of her with her right hand. As the indestructible hide hid her from view, she reached into the mouth of Charmcaster's former bag, grabbing a few of the little stones kept in there. When the moment felt right, she threw the cloak back, releasing the stones. They flew at her undead adversary, exploding in his face. One of them caught him in the neck, destroying a small charm he wore there and leaving a large divot on his upper chest. The force of the explosion threw him backwards into the wall. It took him a little bit to get back up, and he started to waver back and forth, leaning on his staff for support. Leaping forward, Gwen readied another spell, hoping to drive Kol-Karah out of the room in hopes that his ritual would fall apart without him in the room.

_____________________________________________________________

Howlrunner was swamped. The trio of girls were a pain. Sure, he could have handled the martial artist, but factoring in the one shooting the energy blasts made it a little hard. And the third one, who seemed to have an endless supply of throwing knives, made it even more difficult, even with Janet trying to run that one down. Spinning, he unleashed another sonic roar, blasting the two he was fighting halfway across the room. With them temporarily out of his hair, he turned on the fungal construct, which grinned at him. Rushing forward, he knocked her into the air in a cloud of spores. She raised her hand once she landed on the ground, and Howlrunner dropped to his knees as something tore through his body painfully. Janet came over, but he waved her off.

"Spores . . . hurts . . . "

Iriix laughed heartily as Howlrunner writhed on the ground. He tried to cough out the spores, but it wasn't working; they had taken solid root and were busy spreading throughout his body. His vision had started to turn black, while Iriix's laughter began to fade away. As he sunk into the blackness, he heard a voice, loud and clear, declare a single word.

"Stop."

Iriix's laughter halted immediately. Howlrunner's vision began returning to normal, and he found that his chest no longer hurt. Pushing himself up, he saw that himself, Janet, Gwen and Charmcaster were the only ones capable of movement. Kol-Karah was standing with his arm outstretched, a bolt of energy forming on his palm. Puck was hovering in midair, eternally twisting out of the way of Charmcaster's last spell. Iriix's cadre of female servants had frozen in place around Janet, who was trying to extract herself from between them. The only other occupant of the room was an oversized raven that had perched on one of the windowsills.

The raven flapped its wings, coming down to the floor. As it descended, its skin and feathers began to crawl. Its legs elongated and lost their scales. Its beak began to shrink, leaving lips in its place. Its wings shifted backwards, joining together on its back while arms emerged from its shoulders. By the time it reached the ground, it had ceased being a bird, and was now a copper-skinned man wearing black pants and a cloak made of black feathers. Walking through the room, he smiled a little to himself.

"I see I have arrived at just the right moment. You look like you could use some help."

Gwen and Charmcaster didn't look like they appreciated the man's comment, but Ben and Janet both nodded eagerly. The man looked at them, and then waved his hand, forcing both of them into their normal bodies. Ben lunged forward to catch Janet before she hit the ground. The man walked over to the two spellcasters and looked them over. His smile broadened a little when he saw the array of artifacts Gwen was wearing.

"So, someone finally took some of the items he was hoarding. I was wondering when that would happen. In any case, I suppose it's you four I should thank for distracting Iriix and Kol-Karah. And as usual, I have to clean up their mess. First things first . . . "

The man touched Kol-Karah, and the undead mage's spell finished forming, only to fizzle at a glance from the mystery man. The look on the lich's face turned as horrified as it could get, and he immediately dropped to one knee, bowing his head to the floor.

"Oh Great Trickster, forgive me my-"

"Get up and face your final rest like the man you once were. You have failed at your duties for the last time. You have interfered with the natural order of this land, enslaving the skinchangers and the fey kingdoms, and are to be punished accordingly. Begone."

And with that simple word, Kol-Karah dissolved to dust, leaving the rotted robe and staff behind. The dust floated in the air for a moment before the wind took it away, scattering his remains to the four corners of the earth. The Great Trickster (as Kol-Karah had called him; there was really no other way to identify him) walked over to the cluster of girls that had been fighting Ben and Janet. He touched each one on the forehead. At his touch, they started moving again, seeming a little confused by the location changes most of the people had made in a seeming instant.

"You three are released from your service to the former Lady of Fungus. Go, and never bother this place again."

The three of them nodded and took off, leaving the summoning room in a hurry. The Great Trickster looked Iriix up and down, and then clapped his hands. At the sound of the impact, Iriix simply disappeared, leaving no trace of her behind. This left only Puck to be judged by him. Delicately, he plucked Puck from the air, holding her by her legs. At his touch, she started moving again, trying to twist away from the attack she last remembered. When that didn't work, she looked up into the eyes of the man holding her. Everyone saw her look of horror when she realized that her master and the demon she had helped summon were gone without a trace. The Trickster paused for a moment, trying to decide Puck's fate, when Gwen spoke up.

"Why don't you just put her in there?"

She pointed to the wall with the view of the Null Void. Ben shuddered, remembering the brief time he had spent there; even without Vilgax and Kevin chasing him around, it was a horrible place to be. Apparently, Puck felt the same way.

"No! Don't put me in there, please no! I'm sorry, I won't do it again, I promise! I'll do anything, I swear, anything just don't put me in there, no!"

The Great Trickster walked over to the wall, carefully dodging the summoning circles drawn over the floor. When he got to the wall, he slapped his hand palm-first against the wall, shoving Puck through. When he removed his hand, the four of them could see Puck flitting around, trying to force herself back into their world. As he walked back from the wall, the Great Trickster waved his hands in different directions. At first, none of the understood why he was doing it, until Charmcaster pointed at the floor. Each wave of his hands lined up with the disappearance of the summoning circles, until he got to the last on sitting in the center of the room. When he waved his hands over it, the floor cracked, spreading quickly to the walls. He looked at the foursome still remaining and pointed to the door.

"The tower is collapsing. Leave immediately if you value your lives."

Gwen and Ben rushed out the door, Ben carrying Janet over his shoulders. Charmcaster bolted out the door, looked both ways, and then turned down the hallway in the opposite direction of Ben and Gwen, desperate to find the book she needed before the whole place came crashing down.

_____________________________________________________________

"What are we going to tell them? I mean, even for us, this sounds pretty unbelievable."

"We're going to tell them the truth. Both of them knew about Kol-Karah, or at least that there was something dangerous lurking in the woods. I mean, they wouldn't have brought out weapons that big just to ward off wolves or bears, right?"

"Well, my dad wouldn't. Your grandfather might. I mean, he is getting old. He might not have thought he could handle the woods without o-hey!"

Ben realized only too late that Janet had a pretty good grip when she dragged him to the ground when he let go of her legs. Gwen turned around to see the two of them struggling back up and shook her head.

"You guys should really stop doing that. It's not funny. Now, look, we're almost there. Follow my lead."

Gwen walked off towards the location that her spell had provided her. Ben and Janet managed to get upright again, and were about to start off when they noticed a glint of gold off to the right. Both of them looked and found themselves staring at the white wolf they had encountered earlier. While they looked, it winked at them, and then turned and ran off. Ben was right. No one was going to believe this.