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.

Ben woke up, feeling more than a little groggy. Opening his eyes, he shuffled to the sink, too tired to even process the view around him. Only after splashing some water in his face did he realize that he wasn't in the Rust Bucket. In fact, it looked exactly like the bathroom at his house. Rushing through the door, he found himself standing in what appeared to be his own room. Something felt different about it. A voice was echoing in his head, saying something he couldn't quite make out. Shaking his head, he decided to ignore that line of thought. Walking to the window, he threw back the curtains, expecting to see his backyard, or at least something that would make this morning make sense. Instead, he found himself staring out at the stars. He was in space, sitting in a room that looked exactly like his room at home. This can't possibly be good.

Ben 10

Mint Condition

"The girl isn't up yet. I shudder to ask what you did to her."

Fray glared at the delicate, almost elf-like, creature watching the girl on the monitor. His appearance was deceptive; the Collector could rip a Transylian's arm out of its socket as easily as tearing wet tissue paper, and with about the same amount of remorse. Granted, Fray's appearance was the same way; when most of her original body had been subject to a lethal amount of radiation, the Collector had placed her organs in a cyborg shell that looked remarkably human. A few concessions had been made (she'd refused to let him add lenses that would have made her eyes look like a normal human's), but, with the exception of her eyes and the hair (a screamingly bright pink), she could have passed for human, which had helped in her getaway.

"I didn't do anything. Misha probably overloaded the stun sticks again."

"Regardless, if she refuses to wake, this will go on your tab."

"What do you mean, tab? I'd say all my devoted work over the years should negate this, if not the total body refit. Incidentally, where did you get the idea for pink hair? I almost got caught because of that."

"I have my reasons. And you have a tab because you did not have the moneys available to pay for your new shell when I gave it to you. Now, run along. I have work to do in the Genesis Chamber."

Fray, like any of the other hunters in the Collector's employ, knew that any mention of the Genesis Chamber meant that he had grown bored with conversation. Turning, she walked out the door and headed down to the armory. On the way, she was going to check on the girl. Hopefully, she could figure out whether or not she had done any permanent damage.

Ben opened the door that, on Earth, would have let him into the rest of his house. Here, it opened onto a large grassy area. At least, he thought it was grass; some of it was decidedly redder than the grass he was used to. Looking around, he could tell that he was still inside the ship; he could make out some of the welds on the "sky". He shivered a little, and then a lot more. It wasn't fear or nerves; it had gotten cold in a hurry.

"It's new. Interesting, but boring. Not something he'll miss if it disappears, I thinks."

"Leave him alone. He's just a kid, and he's probably confused."

Ben looked over his shoulder, staring face-to-face with a large blue lizard. It exhaled a fog of ice that froze the snot in Ben's nose instantly. He took a step back, still shivering. He cried out when he saw the creature behind the lizard. It was a skeleton wreathed in green flames. It laid a hand on his shoulder, and Ben noticed a thick layer of transparent metal wrapped around the bones. Warmth spread through Ben's body, and he slowly stopped shivering. The skeleton wrapped its arm around his shoulders and led him away from the lizard.

"I'm sorry about him. He's just got a big chip on his shoulder, but he'll warm up to someone someday. I hope."

"Um . . . where am I? And who are you?"

"Oh, my name is Grst'aria. You're on the Ark, Residence of the Last. I'm sorry for what happened."

"You didn't do anything. It was that lizard-thing that-"

"No, not that. I mean what happened to your planet. How did it happen?"

"What do you mean, my planet? Did something happen to Earth?"

"Oh, you don't know? We are the Last, sole survivors of the disasters that consumed our homeworlds. Unless you're one of his hunters, but you're a little young for that, aren't you?"

Ben's mind was racing. Earth, gone? Grandpa Max, Gwen, his parents, every one of his friends, both from Bellwood and that he'd met on his trip . . . gone? He sat down, hard, too stunned to control his descent. It wasn't until the skeletal alien wiped at his eyes that he realized he was crying.

"I'm sorry. I forgot how hard the news can hit. I know when I was told-"

"Leave me alone."

"That's not healthy. You could do any number of self-destructive-"

Ben activated the Omnitrix without thinking, barely hearing the whisper in his head that came with it. As Four Arms, he grabbed the skeleton alien by the neck and held her eye-to-eyes with him.

"Go. Away. NOW."

He spun and threw the alien towards the nearest wall, secretly hoping that she hit and got hurt, anything to make his own pain go away. Turning back, he began walking. He had to go somewhere, and it might as well be somewhere he could be alone.

Fray shot through the door, coming up on Kiztrix and Grst'aria almost immediately. Grst'aria was lying on the ground, rubbing her head, while Kiztrix simply sat there, exhaling an icy mist whenever he breathed. Fray grabbed Grst'aria by her armored shoulder and slammed her against the wall.

"Are you out of your mind? Do you want to drive your species over the brink of extinction? Or are you just trying to drive him to suicide?"

"Take your hand off me, you filthy-"

Fray had never heard that particular curse, but then, she'd never really studied the Radiskullian language; she didn't care what her enemies were saying, as long as she wasn't dead by the end of a fight with them.

"No. You don't make demands of me, especially not after you risk the death of one of the Last like that. Do you have any idea how mad he would be if you or the human died? In case you forgot, we can't go out and bring another one in, and we haven't figured out how to clone your kind yet."

"To be fair, she thought she was trying to help. She's just woefully naïve."

Fray pointed her right arm at Kiztrix, releasing a pink energy blade from said arm that stopped just short of pricking the lizard-like alien in the throat. Kiztrix stopped his near-silent snickering and tried not to swallow.

"I'll get to you in a minute. Now, are you going to try not to anger this kid again, or will we have to separate you from the others?"

"I didn't know-"

"You're joking, right? Need I remind you of your reaction to the news that your planet was wiped off the map? Because of you, Misha can't use her right arm, and I'm stuck in this festering shell of a body. Did you really think he was just going to shrug off the deaths of everything he's ever known?"

Grst'aria held her tongue; there was plenty she wanted to say, especially on how Fray came to be placed in her cyborg shell, but felt it best not to anger the filthy Arcturan any further. She had no desire to end her species' existence over a few rude words and fuzzy memories. After a few moments, Fray let go of her neck and stalked off, decapitating one of the large flowers growing nearby as she passed it. Grst'aria rubbed her neck, pulling herself up on Kiztrix's outstretched arm.

"You shouldn't make her angry. She's already got a large enough grudge because of your species' war with hers; don't make it any worse."

"That's the thing. She said I got her put in that body, but Arcturans forced an evolution that made them practically immune to our powers. Something's not adding up. Is the boy the only human they brought is, or did they grab another?"

"Let's find out, shall we? I'll brings Corcorus. Ah, the intrigues call even my blood. Hail The Ender!"

With that, Kiztrix stalked off in search of Corcorus. Grst'aria, shook her head and rubbed her neck, still able to feel Fray's grip on her throat. She had some digging to do, if she could find a computer terminal that could access the Collector's personal files. Her mysterious "savior" would more than likely have the information she needed.

Gwen awoke with a little shriek as something cold ran down her back. Her first thought was that it was Ben dropping an ice cube down her shirt. She took a swing in the direction she thought he was, but hit something cold and scaly instead of her cousin. She scooted back off the bed, landing hard on her butt. The creature was a giant blue lizard. Its companion had no eyes in the proper spot on its face, although it was covered with them on every place aside from its head. She almost shrieked before she noticed that neither of these creatures was going to hurt her.

"Where . . . who . . . how . . . ?"

"Monosyllabic fragments. Obviously the creature needs to be brought up to speed on current events."

"You don't say. I thinks you're a little slow-witted for something so brainy."

"No need to be rude, Kiztrix. Just because you failed to fully overcome the destruction of your race doesn't mean that everyone else should have to suffer your personality issues."

"And you shouldn't hide behind big words just because you know them. I believes you might be a little too smart for your own good."

Gwen shook her head, trying to drive away the fuzzy feeling settling around her brain. While the alien duo continued arguing (the argument had shifted into some extraterrestrial language she'd never heard before), she crossed her legs and began breathing deeply, trying to meditate. For some reason, her mind was refusing to focus, which upset her and consequently made it even harder for her to find her spiritual center. The duo's argument wasn't helping either.

"Both of you, SHUT UP!"

Both aliens complied immediately, the blue lizard (Kiztrix, if she'd heard the one with the eyes correctly) blinking in surprise. Gwen was a little surprised herself; she didn't usually have outbursts like that. She shook her head again. Something was definitely wrong, she just couldn't figure out what.

"Sorry, I just . . . I mean, I don't normally shout like that. Can we start over?"

"I thinks that would be best. I am Kiztrix, and that one is Corcorus. Who are you?"

"My name is Gwen. Where am I?"

"You are aboard the Ark, currently disembarking from the Solar system and the remnants of your planet. Many apologies for any inconveniences our earlier argument may have inflicted upon you."

"Wait, what do you mean 'remnants of my planet'?"

Kiztrix glanced at Corcorus, who returned the look with a few of his many eyes. Gwen couldn't read what they were thinking properly, mostly due to her inexperience with either species, but it seemed serious. Corcorus won whatever stare-down they were having, and answered.

"Your presence on the Ark means that your planet has suffered some sort of catastrophic collapse. You and the other are the only beings our savior managed to rescue."

Gwen closed her eyes and let out a slow breath. If she understood the ocular alien's sentence properly, he was saying that Earth was gone. But that didn't seem right. Wouldn't she remember anything about that? She posed that question to the alien pair.

"Our benefactor must have modified your memories, hoping to spare you the negative feelings associated with such an event. None of us can really remember our planets' final moments. Personally, I am gl-"

"Wait, he messed with my head? With your heads too? And nobody minds that? Something's not right with that. I mean, I'd rather remember that instead of risk some kind of partial lobotomy at some mystery man's convenience."

"She has a point. I'd rather remembers something like that instead of lose memories of friends."

"You had friends? Somehow I doubt that."

"Not helping! Next point of business. Who is this 'other' you mentioned? What did he or she look like?"

"It was male, I assumes. Bratty little creature. Tried to hurt Grst'aria for nothing. Turned into something else, threw her into a wall and ran off."

"Turned into something? Did he have something on his wrist? A . . . I don't know haw to describe it. Kind of a bracer, or a watch, or-"

"Something like a bracer, yes. Is that important?"

"It means I know who he is, and I know how to talk with him. Do you think you can take me to him?"

Kiztrix nodded and beckoned for Gwen to follow him. She slid off of her bed and did so, carefully planning on how to talk Ben out of whatever dark mood he would probably be in. Hopefully, he wouldn't try and hurt her like he had this whoever-she-was Kiztrix was talking about. If he tried, it wouldn't end well for all parties involved.

Fray came across the boy while looking for Grst'aria. She was hoping to make sure that the Radiskullian hadn't been too badly damaged by the boy's attack; even if she didn't like the other alien, Fray didn't want to get blamed for her enemy's demise, and subsequent loss of her species from the Ark. Her wanderings were cut short when she found the boy sitting under one of the trees, curled up with his head against his knees. She wanted to ignore him, but something drew her over enough to sit down next to him.

"You doing okay?"

The kid glared up at her for a second before turning his head back to his thousand-mile stare. For some reason, Fray couldn't bring herself to just leave. She raised her arm, let it hang for a second, and then hesitantly put it down across his shoulders. He didn't acknowledge it, but at least he didn't pull away.

"Look, I know it can be hard dealing with this, but-"

"How? How do you know? I know you're not human, so tell me how you could possibly understand what I'm going through right now."

"Look at me. I've seen a few members of my species since my accident, and they don't even acknowledge me. I'm just as alone as you are. I just put my energies to good use instead of sulking around and trying to hurt other people."

"How do you know it's good use? I mean, I remember nothing about anyone coming and rescuing me. For all I know, you people kidnapped me for this" he pointed to an odd device on his arm, "and are going to sell me to Vilgax or someone."

"Look, if I were doing this for the wrong reasons, you'd be dead already. The only real reason I do rescue work is because of all the Collector's done for me-"

"He calls himself the Collector? So I'm just some exhibit in a zoo to him, huh? Tell me this: what happened to Earth? If I'm the last survivor, then how did it die?"

Fray was stopped dead. She literally had no idea how to answer the question. She definitely couldn't tell him the truth, that she'd kidnapped him and the girl with him, and she couldn't think of a lie that she could convincingly tell. After a few seconds, the boy snorted.

"Lemme guess. You don't know, or don't remember, or some other convenient excuse. I've got to ask, why does this Collector guy keep you around if you can't even think on your feet? Seems like that would be a key thing for someone like you."

"Look, kid, I don't have to take this-"

"Then leave. I'm not stopping you."

It took all of Fray's patience to keep from hitting the kid. He reminded him of her brother. Her brother. She hadn't thought about him since . . . since when? She suddenly found herself casting her mind out, trying to dredge up any memories of her family, but got nothing specific. None of her dad's old hunting stories, if he'd even had any, no talks with her mother, nothing about playing with her little brothers. Nothing. It was like her family had just disappeared. Or been erased . . .

"No. He wouldn't . . . not me."

"What's the matter? Figuring out something unpleasant?"

"He . . . he wiped my brain. I can't remember my family or my friends. Nothing before . . . oh gods, what did I let him do to me?"

Ben immediately realized that something was very wrong with this human-looking alien. Now you're getting it, boy. The voice he'd been half-hearing since he woke up came bursting through his mind now, and memories came flooding with it. They'd been getting ready to cook food over a campfire when he'd heard Gwen scream. He'd gone running toward the noise and seen . . .

"You CREEP!"

He didn't remember activating the Omnitrix, but he wasn't Ben, but Boltneck when he grabbed her by the throat. For the first time in his life, he knew what it felt like to want to kill someone. He was about to squeeze his massive fist shut when Gwen's voice echoed over to him.

"Ben! BEN! No!"

He turned, and there was Gwen, rushing towards him with the blue lizard and some other alien creature trailing her. All his anger went away in a second. Dropping the creature he was holding, he ran over to Gwen and hugged her, hard. When he let go, she had to suck air for a few seconds; he'd forgotten how strong Boltneck was. The lizard alien looked at the eye-covered one and shrugged in a way that said, I dunno, you tell me. Once Gwen recovered, she looked back and forth between the pink-haired alien and him.

"So, what did I miss?"

"That thing kidnapped us. It's the reason we're here-"

"She, to be correct."

"Whatever. I got my memories back. I remember what happened. I just wish I knew how to get back to Earth-"

"There's no going back. Not now, anyway."

All four turned back to the female alien. She was sitting with her knees pulled up to her chest, rocking back and forth slightly. Ben wasn't sure, but her expression looked . . . devastated. Whatever she'd realized, it must have hurt. Yet he couldn't dredge up an ounce of sympathy for her. After what she'd done to him, and probably others, he couldn't bring himself to feel sorry for her.

"What did you mean, 'no going back'?"

"Once the Collector brings specimens on his ship, he triggers some kind of apocalypse on their homeworld. Wipes out the species to ensure he has the last members, then clones them and kills them when they get too old. Earth only has a few hours left, a day at most. Then, boom, no more planet, no more humans. Just you two, forever."

"No. We're not sitting by and letting this happen. Gwen, you two-"

"Kiztrix, and he's Corcorus."

"Yeah. We're taking the fight to him. Do you know anyone else that would help?"

"One other, if we can find her. She was going to poke around for answers, as I recalls."

"Help Gwen find her. We're going to need her help."

"You've got mine, too."

"Look, you're the reason we're here in the first place, so forgive me if-"

"You could have killed me, but you didn't. My life belongs to you now, until one of us dies. Like it or not, you're stuck with me, and right now, I want to hurt him, badly."

"I don't care. You-"

"I could probably reverse whatever the Collector's doing to Earth, and I'm pretty sure you want me to do that. You can kill me afterwards, if you like, but right now you need my help."

Ben looked over to Gwen and his newfound alien companions. All three of them had looks of varying assent on their faces. Just to be sure, Ben found himself asking the mysterious voice he'd been hearing in his head. He didn't get any specific words back, but the same approving note he got from the others. Slowly, he nodded.

"Fine. You can help, but I'm watching you. Step out of line, and I'm not responsible for what happens to you."

"Just to be safe, I'm staying with you. I don't really trust you alone with . . . "

"Fray. My name's Fray."

"Yeah. Considering what I just stopped you from doing, you've got to admit that I have a point."

Ben nodded. Kiztrix and Corcorus had already left, leaving the cousins to a little reunion. Gwen decided to start it off.

"How did you get your memories back? I've got a few hazy snapshots, but you seem to have the whole thing together."

"I don't know. I just heard this voice in my head and then BAM, I remembered everything."

"You're hearing voices? That's not good. For all you know, it could be Ghostfreak trying to take you over again, and we don't have another space shuttle to burn him up in."

"This isn't Ghostfreak. This one's helpful, but that's not the point right now. We need a plan if we're going to get off this ship."

"I can help."

"Maybe you didn't get it the first time. I don't want your help-"

"But you need it. I'm the only one you've got that knows this ship and the others you're going to fight. Trust me, you don't want to do this without me."

"You can help, but I'm not trusting you any farther than I can throw you."

That seemed acceptable to Fray, or at least not enough to make her mad. She slowly stood up, leaning against the tree she'd been sitting under; her recent self-revelation had made her a little wobbly in the knees. Ben turned around and looked over the elaborate prison the Collector had thrust them into. If he had his way, it would be that monster's grave. He was broken out of his dark thoughts by the return of Kiztrix and Corcorus, who were leading Grst'aria. She arrived just as the Omnitrix timed out, leaving him human for their war council.

"We have to destroy everything. This ship, the Genesis Chamber, and most importantly the Collector himself. If any of these are left, he or someone like him could just pick up his work from what's left."

"And how do we go about doing that? I mean, you can't possibly be the only warrior he has under his thumb, right?"

"He has more, but they won't do anything unless he tells them to, and he doesn't consider anything a threat to himself anymore, so he'll leave them out of this. Maybe Ben can beat him, using the Omnitrix, but that's only if he has something powerful enough in there to hurt the Collector."

"He is a fragile creature by nature, relying on others to do his work for him. Anything the boy has, I thinks, can beat him."

"Wrong. I was poking around in his files before you brought me here. The Collector has been around for longer than most planets. There might have been a little exaggeration, but I was left with the impression that he's pretty powerful. We need a diversified threat to take him, and I don't think you can shift forms to fight him, right?"

"I can't control it, but it could happen."

"What about magic? Does he have any kind of protection against it?"

"It didn't say anything, but he doesn't strike me as the superstitious type. It couldn't hurt."

"I want to kill him myself."

"What? Why?"

"He messed with my mind. You can weaken him if you want, but I want the final blow. Once I do that, you can kill me, if you want. I won't care anymore."

"Oh no you don't. You said you were going to stop whatever he's done to Earth, remember? I don't want to be the last human ever. Now we just have to wait for the Omnitrix to recharge, and we can go after him."

"How long should that take? I mean, there's never been a really set time limit for it, so we could be waiting for ho-"

Gwen's commentary was interrupted by the beeping that indicated the Omnitrix's renewed readiness. Ben started off when Grst'aria put her hand on his shoulder. Ben turned to see the threesome of alien refugees clustered together.

"What?"

"We've heard of the Omnitrix, that it can acquire aliens and add them to its database. We were thinking that, maybe, we could donate our DNA, so that our species' can live on after we're gone."

"Really? You want to do this? Most-well, all- of the aliens I've acquired, I picked up by accident."

"Yes. We want something left of us after, well, you know."

"OK. Just touch the dial, and it'll pick up your DNA. It doesn't even hurt."

Grst'aria, Kiztrix and Corcorus all touched the dial at once. It took a second for the Omnitrix to separate the different DNA signatures from each other. When it had, three silhouettes flashed by in front of him. Ben turned the Omnitrix to selection mode, looking at each new alien once. The one representing Grst'aria looked a lot bigger than she did. He brought this up, and she smiled.

"Male Radiskullians are humongous compared to females, even the young ones. He's at least twice as tall as you right now, and should get a lot bigger as you get older. Now, let's finish this."

"You think you can take me out? Interesting, but pathetic. I'm an immortal, and you're just a rabble with an anger management issue. By all means try, but be prepared to be disappointed."

Ben was staggered by the sheer amount of malevolence pouring off the frail-looking creature standing before him. It had been an easy matter to get to him; his hunters had stepped aside and simply let them pass. Fray had been right about his confidence. Everyone in his group split off in a loose semicircle, moving to flank him. Ben turned the Omnitrix to Reactor(his name for Grst'aria's DNA) and pressed the dial down. When the green light cleared he towered over anyone else in the room. Rushing forward, he fired a massive burst of radioactive green fire out of his hand without knowing exactly how he did it. Grst'aria did the same, while Kiztrix exhaled a miasma of ice from the other side. When Ben swung at the Collector, the alien twisted out of the way of the strike with the same effort as snapping his fingers, grabbing him by the wrist and throwing him through the wall. Ben sat up slowly from a broken glass tube, confused. Nothing they'd thrown at him had even inconvenienced the Collector. Pulling himself up, he saw a white fist seconds before he was hit with the force of a speeding truck. Before he could be rocked back by the blow he was grabbed and thrown the other way. The Collector looked furious.

"You dare assault the Genesis Chamber? You will pay dearly for damaging my work!"

"Hands off, creepshow!"

Gwen rushed forward, her hands and feet sheathed in black flames. Where Ben had tried to overpower the Collector with brute force, Gwen launched into a blistering display of martial arts. The Collector easily swatted her attacks aside, playing with her until she landed a burning blow. The image of her fist was burned black into his cheek, smoking as he howled in fury. Gwen wasn't fast enough to dodge his return shot, and it was only Kiztrix's intervention that kept her from being splattered over the wall. The Collector stared at his reflection on one of the walls, incredulous at the fact that he'd been damaged.

"Interesting. No one's ever managed to do that before. How'd you like to work for me, girl? Once you pay off this injury, it's very profitable, and-"

Ben hit the Collector in the back with a massive blast of nuclear fire. With Gwen making the mystic chink in his armor, it was easy now to hurt him. The Collector lurched forward, walking right into a blinding spray of color from a combination of eyes on Corcorus. He staggered back, clearly hurt now, stopping only when Kiztrix froze over his feet and legs. He shook his head, vision clearing just in time to see Fray staring him down, energy blade humming out of her right wrist. She responded to his questioning look with an ancient curse in her own language, swinging her arm as hard as she could through his neck. Both parts of his body dissolved to ash before they hit the ground. Ben grabbed Fray before she could completely fall over; she looked stunned, as though she couldn't believe what she'd done. Before she could fully recover, the Collector's voice echoed over hidden speakers.

"Well done, assailant. My body is destroyed, and you have access to my work. It's just too bad you won't live to benefit from it. My ship will self-destruct in two minutes. Will you choose to leave, or die trying to steal from me? Your choice. Better hurry."

A portion of the wall opened, revealing an elevator. Ben hustled Gwen and Fray into one, then turned to the others. Grst'aria shook her head.

"We have to stay. Most of his captives won't have the time to get out, and we shouldn't either. You'll have our templates available, and that's survivability enough."

"No! Without you guys, we wouldn't have beaten him! You shouldn't die just because-"

"To be young again. I'd hates it, to be honest. Now go, boy, before your world dies as well."

"But-"

"Go. Our species are already gone. Our continued existence would only aggravate the order of . . . screw it."

Another combination of eye-blasts, and Ben was forced back into the elevator. It sealed shut, and he felt it fly down its shaft. When it stopped, he was pushed in another direction, falling out of the now-open door into a small escape craft. Looking out the window, he saw the moon flash by in a second; he hadn't realized they'd been that close to Earth the whole time. They slowed down considerably as they hit the atmosphere, but still left a small crater when they hit. A hatch opened, and Ben and Gwen propped Fray up between them and half-carried her out of the ship. As soon as they got her out of the crater, a small red light popped up on Fray's forehead and Grandpa Max's voice sounded.

"Kids, get away from her. Now."

Neither of them had seen Max wield a gun as big as the one he was holding now. Fray's eyes rolled up and then dropped back down, ready to die. Ben shook his head.

"We need her to stop whatever he's done. We'll explain once that's done, but she's the reason we're even here now. Give her a chance."

Max didn't drop his aim, but nodded. Ben and Gwen got out from under Fray's arms, and she slowly stood up, shaking a little on her legs. Max pointed to another, smaller, crater nearby.

"Whatever it is, it's burrowing down there. I don't know how to stop it."

"Tighten the focus of your gun as narrow as you can and shoot it straight down. It has to be about pinprick width or it'll just glance off the armor."

"He's using a seismic upheaver?"

Fray nodded before turning and kneeling, head hanging on her chest. Max followed her instructions, firing down the hole. The anticipated explosion didn't happen; a little smoke rose out of the hole after a few minutes, but nothing else. Max shifted his weapon, aiming it at Fray's forehead.

"Talk."

It took about fifteen minutes for Fray to spill the entire story. Max looked at Ben.

"This is your call, Ben. She's an Arcturan. Her species' honor system means that she wants you to decide what happens to her. After what she put you two through, I wouldn't mind finishing her stubborn, racist species off. They're nothing but trouble."

"No. Sure, she kidnapped us, but she also saved Earth, which she didn't have to do. She stays with us. You've always said you wanted another set of eyes to watch us, right? Well, now you have one."

Fray looked up at Ben. He thought he could see tears in her eyes, although it could just be light reflecting off her pupils; he had no idea whether or not she could actually cry. Max raised his gun, powering down his gun. He didn't particularly like this option, but he also realized that, had Ben wanted Fray dead, it would have meant he had changed for the worst. He held his hand out to Fray, who took it and slowly pulled herself up. This, he thought, is going to be an interesting summer now.