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", "Ben 10: Alien Force" and "Ben 10: Ultimate Alien". 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.

Tertiary note: I had to change the name of this chapter from the announced "Through the Looking Glass". I just kept having this dream where the Mad Hatter kidnaps Gwen and Ben has to fight a mind-controlled Killer Croc to save her. So I like Batman; sue me. With the name change, the dream goes away. Simple as that.

I am sorry it took so long to get the last chapter up. I'll try not to let it happen again. As for the suggested idea, as written it doesn't work, as the Ghostfreak in the Omnitrix is the actual alien whose DNA was acquired originally, though it does give me an interesting idea for a chapter. I'll credit you if I go through with it.

"Look, if you're going to have another drink, don't stick your tongue in the bottle like you did the last time, okay?"

"Why not?"

"We're getting enough stares because of your weird-colored eyes. If these people see that you have a three-foot long tongue they're probably going to freak out."

Fray rolled her red-and-purple eyes, but kept her tongue in her mouth while she drank the ridiculously overpriced cold water out of the bottle she'd bought; the water fountains only dispensed warm water that tasted like metal. She quickly spat it out, as it had started squirming around in her throat as she'd swallowed it. Most of the people wandering around the cheesy Wild West town pretended not to notice, but Ben, Gwen and Grandpa Max all turned to her immediately; as far as they knew, Fray had a cast-iron stomach.

"I'm all right. It just started moving around in my mouth and I spat it out. What's the matter?" she added, as Gwen had turned white as a ghost all of a sudden. "Are you feeling all right?"

But Gwen wasn't looking at Fray, or anyone else for that matter; she was staring, and pointing, at one of the water fountains, which was leaking profusely. In a heartbeat it, along with every other item containing water in the park, exploded, sending geysers of hot water into the air. The water began pooling into bipedal, roughly humanoid forms, each like a child's clay sculpture of a person. People were running around screaming, but one, a coffee-with-cream-skinned girl with glowing blue eyes, was walking slowly towards the Tennysons. Ben and Fray took up defensive positions immediately, though the girl didn't seem to be attacking. She got close enough so they could hear her and said one short sentence.

"Miss me?"

Ben 10

Through A Mirror Darkly

"Riptide. You're pretty far from home, aren't you?"

Ben reached for the Omnitrix as he said this, but his whole body went through a seizure at that moment, knocking him to the ground. Riptide clenched her hand in a fist, and several of the water-people stopped tearing the fake town apart and formed into a column of water, knocking Max and Fray flying. Fray shook her head, looking up to see Riptide grab Gwen by the wrist and start dragging her off. Ben got up, and another of her aquatic minions engulfed him, slowing him down and cutting him off from the air. The construct kept shifting its form to keep him stuck. Gwen was paralyzed with fear; Riptide's first encounter would have led to more deaths, but trying to drown Ben seemed much more personal than her killer tsunami.

"Why-how are you doing this? I-"

"My powers came back. And this time, nothing will keep us apart. Not even your new friend. Why is she here? I thought your grandpa couldn't take anyone else in. So why is she with you, huh? Why can't that be me, Gwen? Why can't that be us?"

Gwen tried to pull her arm out of Riptide's hand, but she had a grip like a vise; somehow she'd gotten a lot stronger since they'd met in Tampa. (Author's Note: She's really not. Since the human body is made up mostly of water, Riptide's using her powers to keep her muscles nice and tight while she holds onto Gwen. Interesting bit of science trivia for you.) Gwen tried everything she could think of, but Riptide seemed immune to even her most determined efforts, even when Gwen started digging into the nerves in her hand with her fingernails. She finally got a look at where they were headed and almost started to cry. The one water feature that hadn't been used to create her water constructs, the water tower had an open top. Riptide had created a rising pillar of ice, and was bringing them to the top. Gwen tried fighting harder, knowing deep down that there was no spell or force on Earth that could break Riptide's grip on her at this point. She looked crazed, fixated on the tub of water on the column supports.

"Don't fight it Gwen. Just go with it, and we can finally be together forever. Won't that be ni-WAH!"

The ice they'd been riding to the tower collapsed as Fray swept her energy blade through it, and both Gwen and Riptide fell; in her terror, Riptide relaxed her grip on Gwen, who finally managed to pull her arm free. Riptide hit the ground, trying to push herself up before Fray drove her knee into the younger girl's back. She hit a nerve instantly, forcing her joint in with all the force the Creator had engineered into her body. Riptide's apparent resistance wasn't great enough to stop it; she started writhing around, screaming at the overwhelming pain Fray was putting her through while her constructs collapsed on themselves without her concentration to keep them together. Fray pulled back her arm, ready to drive her weapon into the back of Riptide's skull. At the last moment she decided to be merciful, instead hitting her behind the ear with her fist to knock her out.

"So this kid was really going to level a city just to spend time with Gwen? I wish I had friends like that. Joking!" Fray added when she saw that her comment wasn't going over the way she intended it to. Humans had such strange senses of humor.

Gwen was sitting on her bed, hugging herself and shaking. The encounter with Riptide had really shaken her up; she'd thought that chapter of her life was over, dead and gone so to speak. Ben, who had come far too close to dying himself, was unusually serious, which bummed Fray out. With both cousins acting withdrawn, she headed up to the front seat to sit next to Max.

"Was it really that bad? That Riptide girl, I mean. What exactly happened with her the first time?"

"Riptide was a runaway living under the boardwalk at a beach. Gwen let her freshen up and she thought there was a connection that wasn't there. Riptide ended up kidnapping Gwen and tried to summon a tsunami to wipe out the rest of the city so they could be alone together. It wasn't our greatest hour."

Fray nodded, trying not to dwell on what she had wanted to do to Riptide when she'd first pinned her. That time in her life was over; she was a kid now, not a killer. She was staring out along the desert road, not really focused on the terrain, when she saw a shimmer near the side of the road. This wasn't a mirage; if she saw it, it had to exist. She tapped Max on the shoulder, pointing at the effect. He pulled over, telling Ben to get ready for trouble. Max grabbed a weapon, and he and Fray slowly walked towards the effect. Fray had deployed her energy blade and shield, ready to strike if necessary, though a part of her hoped she wouldn't need to.

The closer they got to the light effect, the more it looked like it was changing shape. In fact, it looked like a group of young or small humanoids. All of a sudden there was a brilliant aurora that erupted from the effect, blinding both Fray and Max. When their eyes cleared, they saw three young girls in front of them. The oldest girl, who looked about sixteen, had pale skin with white hair and eyes; she was also coughing a lot. The youngest was blond with blue eyes, and was wearing a purple basketball jersey over a gray hooded sweatshirt. The last of them had red hair and green eyes, as well as one other thing: she had an item on her wrist that had the unmistakable dial of an Omnitrix. There was a noise from behind Max and Fray causing everyone, new girls included, to turn and look at Ben and Gwen, who had snuck along to see what was going on. The redhead rushed forward, wrapping Ben in a hug and practically shouting "Oh thank God it's not too late!" Max was more concerned with the pale girl, who hadn't stopped coughing since her arrival. He picked her up and started carrying her to the Rust Bucket, with the unspoken invitation that action sent being accepted by everyone else.

The Rust Bucket was even more cramped than usual, seeing as there were now seven of them crammed into it. For right now Max was sitting at the table, staring down the redheaded girl; for her part, the girl seemed a little overexcited to be there. The blond girl, who didn't seem too much older than Ben or Gwen, was kneeling next to the pale girl, who had taken up one of the beds; she had stopped coughing, though she still looked pretty sick. Ben and Gwen were standing up near the front; Max had decided to keep them as far away from their visitors in case things got messy. Max started questioning the redhead, who seemed to be the leader of the group.

"Let's start with the basics: Who are you?"

"You don't recognize me? Grandpa Max, it's me, Gwendolyn. You should have known that."

Gwen's jaw dropped. This was her? Was she a time traveler? But that didn't explain the fact that her older double was wearing the Omnitrix. For that matter, where was future Ben, and who were these two girls that had shown up with her doppelganger? She raised her hand, but Fray pushed it back down; she was interested in hearing this girl's story, and didn't want it to be interrupted. Max, who hadn't reacted to Gwendolyn's statement, continued with his interrogation.

(Author's Note: This is Ben 10: Alien Force Gwen circa seasons 1 and 2, just to get clear on character models here. I never said I didn't watch the shows, just that they don't play any part in my story.)

"I hate to break it to you, but that's Gwen over there." He pointed to Gwen, hoping to get more information out of her without having to ask another question. "So, unless you have a better story than that, I suggest you get out before anything happens to you. Understand?"

"Of course that's your Gwen, but I'm her too. We're not from your universe. Ours collapsed, and we were barely able to get out before it was destroyed. I'm worried that something else might have made it out with us, and I was hoping we could find someone who could help us out if it did end up following us."

"That's bogus! Other universes, that's just a line of garbage! She's probably a spy for Vilgax or someone trying to get the Omnitrix-"

"The Collector claims the basis for my body was extradimensional. The theory does have its merits."

"I can also see this being a possibility. The Plumbers were first started to deal with threats from other dimensions; aliens weren't a part of our portfolio until the 1700s, around the time of the American Revolution. And in case you haven't noticed, Ben, Gwendolyn here is wearing an Omnitrix. If she worked for Vilgax, where would she have gotten it from?"

"Thank you. Now, maybe we should get Selene to a hospi-"

Gwen dove over Fray and rushed the other-Selene; if this one was as bad as the one she'd had to face, they really didn't want her getting any better. She made it almost to the bed before the blond girl grabbed her in a bear-hug. Gwen tried to throw her off, but the whole world shook, an assault from everywhere that threw her completely off her game. As she went to her knees, someone pried the other girl off her. Gwen groaned; her brain was still stuck in super-vibration mode. When her head cleared, she saw that Gwendolyn was standing between Fray and the blond; Fray had her energy blade out, and she suspected the only thing keeping Fray from carving both girls to ribbons was Max's grip on her shoulders. It took another moment for the words they were saying to start making sense; she ended up getting into the conversation halfway through, and all the voices were going off at once.

"-as attacking her! Speedfreak was just trying to defend Selene! She might have overdone it a little, but she was still doing the right-"

"-o of me! Let go of me so I can rip that little monster apart! She could have killed Gwen with that stupid trick of hers, and-"

"-eally think you could catch me? I could take you to pieces before you could blink and not feel the least bit bad about it, you limey-"

"-yone calm down! This can all be explained, if you just stop yelling and talk it through. Someone, listen to me-"

Both Gwen and the other-Selene groaned simultaneously, and everyone that was arguing stopped at once, each eager to check on their own person down. Fray scooped Gwen up, carrying her to the front of the Rust Bucket while glaring daggers at (apparently) Speedfreak; Max followed her, keeping himself in the way of any attacks going either way. Gwendolyn and Speedfreak clustered around Selene, both looking pretty worried. After a few minutes of separation, Max told Ben and Fray to take Gwen outside so he could talk to Gwendolyn alone; Gwendolyn had to prod Speedfreak before she got the hint and left as well. Once the door was closed and locked behind everyone else, Max sat down and stared into Gwendolyn's eyes; she looked back, trying not to blink.

"The last universe to be destroyed died over 500 years ago. Care to explain where you've been all this time?"

"Wait, how long ago? Five hundred . . . oh God, no! He could have been loose all this time, and we've been . . . " She swallowed hard, clearly shook up by Max's small piece of information. "The last thing I remember is Selene casting her spell to get us out of our losing fight with him. He was a lot stronger, and we were getting beaten so badly, we were desperate to get away. Is it possible that we were, I don't know, stuck between universes for all this time?"

"It's highly unlikely, but possible. For someone like Selene there to pierce the walls keeping different universes apart, though . . . it probably burned through most of her magic and, judging by her condition, parts of her body. She might die, unless she's very careful from now on. Now answer this: who or what are you running from?"

"I don't trust her. What she could have done to Gwen . . . she's lucky I don't just go around killing people any more."

"I could do it. I bet Diamond Head could bring her down without breaking a sweat."

"Uh, you guys do know I'm, like, right here, right? And you're not even bothering to keep your voices down, so it's not like I can't hear you."

Both Ben and Fray glared at Speedfreak over their shoulders; under that focused ill will, she shrank back a little. Gwen, who was sitting on a bench in front of the two of them, watched Speedfreak over their shoulders. She really was young, probably only eleven or twelve. She seemed very nervous, especially whenever Ben so much as glanced at her; if anything, those glances made her shrink back even more, like she was terrified of him acting on his empty threats. Pushing herself up, she shoved her way through her cousins (that was how she thought of Fray now, as Ben's overprotective big sister) and walked over to Speedfreak. She was also sitting, though on a bench well out of arm's reach of Ben and Fray. Gwen sat down next to her, wrapping her arms around the other girl in a somewhat overeager display of friendship; Speedfreak didn't try to pull away, which was good enough for Gwen.

"Look, I'm sorry about them. They're just really overprotective sometimes. Your name's not really 'Speedfreak', is it?"

"Uh, yeah it is." Speedfreak still wasn't pulling away, which made Gwen feel better every second for trying to win her over. "That's what I called myself ever since I got my powers. I can't even remember my old name anymore. That one, the girl with the pink hair and funny eyes there? She's not human, is she?"

Gwen nodded, waving Fray and Ben over as she did. Both of them came over, but they seemed pretty reluctant; Gwen fervently hoped they wouldn't attack Speedfreak once they got within range. Ben sat down next to Speedfreak, and Gwen felt her start shaking, like she was cold, as soon as his butt hit the bench.

"What's the matter? Ben doesn't scare you, does he?"

"It's just . . . he's, I mean, our enemy was Ben. He was a powerful sorcerer, and we were trying to stop him from doing something terrible, something forbidden to the mages of our universe. And the way this one was talking . . . I was worried he might be as bad as our Ben."

"Wait, your Ben does magic? That's not right, is it?"

"It is to me. Gwendolyn found out he was going to do whatever it was he was planning, and we decided to stop him. It didn't really work though; he's incredibly powerful. Actually, he's the reason I can even walk, though I kind of wish he'd left me alone after I found out he was evil."

"Who told you he was evil?"

"Gwendolyn. She says they were like twins up to the point where they got separated when he got adopted and she didn't, so she just knew."

"Adopted? What happened to our – to their parents?"

"Ben's magic exploded out of him during their fourth birthday party. From what she says they're the only two that survived it."

Ben and Gwen both looked pretty depressed. The other Gwen's family was dead? She was an unadoptable orphan? Even worse, it sounded like she had gotten along with her Ben better than they ever had; the two of them had never shared a birthday party, due to their parents' fear that they'd start fighting in the middle of it. Fray, on the other hand, was thinking hard on the somewhat suspicious nature of Speedfreak's story. Something didn't feel right, though she couldn't place her finger on it. She started pacing, trying to figure out what seemed wrong about this whole thing while Gwen and Ben spent more time talking to Speedfreak. Once she realized that Ben wasn't going to kill her, Speedfreak was actually pretty friendly. She finished up a joke she was telling, and the three of them were laughing with each other when Max and Gwendolyn stepped out of the Rust Bucket; they looked like they had come to a decision.

"Come on, kids. We're taking Gwendolyn and her friends to the nearest hospital; what happens next is up to the-"

But before Max could get the last word out, a shimmer appeared in the middle of everyone. All of a sudden Speedfreak was gone; looking over her shoulder, Gwen saw her hiding behind the Rust Bucket, huddled down in a ball. Gwendolyn grabbed at the dial of her Omnitrix, twisting it around to find an alien she liked; Ben saw what she was doing and imitated her, settling on one of the ones he'd picked up on the Collector's ship, the one he called Eye Guy. He slapped down the dial, and for a second couldn't figure out where he was; his brain adjusted to the weird vision, and he settled all his eyes on the shimmer. Fray had deployed her energy armaments, and Max had readied the weapon he'd planned on using had Gwendolyn been evil. A massive saurian creature, which everyone realized was Gwendolyn, pointed at the shimmer.

"It's him! My Ben is coming, and he's not going to be happy!"

The shimmer grew larger every second, then all of a sudden violently dispersed, throwing off light and noise in all directions. When it cleared, an older Ben (Author's Note: Ben from every series after the original, with some adjustments mentioned in his description) was hovering in front of them. Some parts of his body were ringed in blue flames; it took everyone a few seconds to notice that the burning parts of his body weren't there. Everywhere the blue flames were existed no flesh or clothing, only bones wreathed in an azure corona. He held up his left hand (the skeletal one) and pointed at Gwendolyn.

"Gwen, we can stop this. Please, let me explain what-"

The Gwendolyn-alien roared and surged forward, swinging a massive fist at her cousin. His whole body discorporated into more blue fire, reforming in the center of the group. He placed his non-skeletal hand on the ground; without any kind of recognizable spellcasting effort, the earth began forming into ogres made of rock and dirt (Author's Note: Basically Charmcaster's monsters from the newer series', but with blue tracery instead of pink.). He swept his arm across the group, pointing at all but Gwendolyn in turn while commanding "Keep them busy!". All potential distractions eliminated, he held up a hand just in time to intercept a titanic blow from Gwendolyn; the impact sounded like a bomb going off.

"Kids, get back! This is too much for you to get involved in!"

Max shouted his warning, but was quick to ignore it when one of the rock ogres took a swing at Gwen; her shield spell took the impact, but was almost destroyed by it. The next second the creature was missing its head, shoulders, and a large portion of its torso; without this integral support, the rest of its body crumbled to dust. Ben fired a ring of eye lasers in all directions, blowing small holes throughout the monsters surrounding him. One, tougher than the rest, surged forward to smash him to pulp. It raised its fist to strike, but then looked incredulous at the stump left on that arm. It didn't notice Fray hanging in the air above it, energy blade pointed down to drive straight through its rocky skull to kill it. As it crumbled, Fray rode the rubble down. Ben focused three of his eyes on one target and the resulting blast froze his target solid; a blasting spell from Gwen turned it into shrapnel that shredded three more of the monsters. She turned from the fight to see Speedfreak huddled behind the Rust Bucket, bawling her eyes out. She ran over to get her involved in the fight; since she was leaving the battle, the ogres ignored her completely.

"Why aren't you helping? The world is going to pot in front of you, and you're just staying out of it?"

"I'm sc-sc-sc-scared! He'll kill m-m-m-me if I fight him, I just know it!"

"Look at me!" Gwen grabbed Speedfreak by the cheeks and forced the two of them into eye contact. "Do you think you can just run away from all your problems? What happens if he wins, huh? Do you think he'll just leave you alone? You already know what it's like to lose one world; do you really want to learn how it feels to lose two?"

Speedfreak's face blazed with determination, even though it was still streaked with tears. She stood up and ran, circling one of the ogres until it ripped apart under the strain of the winds surrounding it. Another one turned to attack her and she started spinning her arms around, throwing off two directed whirlwinds that blew massive holes in the creature. They were winning, beating down the stony monsters before they could recover. But Gwendolyn was losing. Her oversized alien body, grown even bigger to try and draw more strength from it, was starting to wear down, while Ben wasn't even breaking a sweat. She dropped to one knee, shrinking down to her current form's normal size in a few seconds. Ben placed his skeletal hand on her forehead; Gwen could feel powerful magic building up, but found herself unable to stop it.

"All this trouble, and for what? We're the only survivors, Gwendolyn. Our home, any chance to get anything back, it's all gone. What do you have to say for yourself?"

Gwendolyn said nothing, but pressed the dial embedded in her chest, changing into a blue creature that looked like it was wearing a cloak. It turned ghostly just as the magic Gwen felt unleashed – from behind her. She turned to see Selene leaning against the doorway of the Rust Bucket, arm going limp after aiming her spell. Gwen turned back to Ben to see his body dissolving from the chest outward. He looked stunned, like Selene had somehow betrayed him. His shocked look was the last his face held as the disintegration effect destroyed his body. The last few of the stony ogres collapsed, their animating magic gone with its caster. Gwendolyn returned to her human form, turning to congratulate Selene on her impressive spellwork. Before she could say anything Selene collapsed; the only thing that kept her from hitting the ground was Speedfreak rushing over at top speed to catch her as she fell. Max took her, and both he and Fray went into the Rust Bucket with her; no one else followed, content to spend time outside with each other. They had beaten one of the most powerful creatures in the multiverse, and it was about time to celebrate.

"She's dying. That last spell must have taken the last of her magic, and that was all that was holding her together."

Max put the sensor away and spoke to Fray. Unlike the rest of the group, they had seen someone this bad off before, and knew that no one else should have to watch her die. Fray walked over, planning to keep Selene comfortable during her last moments. She leaned down in front of her and heard a whisper, something that made her jump.

"Did . . . did I get her?"

"Her? But . . . you were aiming at Be-"

But who was Selene aiming at? Gwendolyn had been in the way, and would have spoiled any kind of shot Selene was trying to set up. In fact, Gwendolyn had been big enough to completely block any line of fire to Ben you could draw from the doorway. If Gwendolyn hadn't changed shape when she had . . . she would have been hit. Fray leaned in more, and whispered something back.

"Show me. Show me everything."

Selene's hands shot out faster than they had any right to and gripped the sides of Fray's head like a vise. Selene exhaled forcefully, and Fray started to see the visions. They played in reverse order, coming to her as Selene remembered them.

Gwendolyn was standing near a fountain of light, pushing something into it; Selene couldn't see exactly what. Gwendolyn grinned, and it was a fiend's grin. She was looking at Ben, who was paralyzed by the trap set for him. "This is the last one. Soon you'll be burning for all Eternity like you deserve." "This is madness! You'll destroy everything over an accident! Please, I just want to help you-" "It's gone beyond that now, dear cousin. Selene, prepare to jump. Every Ben must fall, to keep the Gwens from being hurt like this. Soon, all too-"

FLASH! "I don't get it, why would he help her walk again if he was evil?" They were standing in a hospital corridor, watching the girl slowly step across the mat through the window. "He just is. He killed your friends for their power, so how can he not be evil? Besides, can't you feel the power in this girl? He must be making more like her, turning the sick and orphaned into monsters that will serve him utterly. We have to take her with us, and now. Get ready." She pressed the dial of her Omnitrix and-

FLASH! Ben was leading Gwendolyn by the arm to meet Selene. There were other kids there, and Ben was introducing her to all of them in turn. Gwendolyn didn't look happy to be there, but was being polite. She reached Selene and her face changed as Ben began talking about her. He excused himself, and Gwendolyn leaned in close, whispering "He destroyed my happiness. How can you trust him?" "I've known him my whole life; I just do." "I used to say that too. I need to talk to you; we might be able to-"

FLASH! Ben was sitting in front of her, bawling. He was still new here, pretty young, and obviously shook up about something. Selene laid her hand on his arm, asking what he was crying about. "I miss her, Selene. I destroyed our family, and now we got separated. I'm never gonna see Gwen again, and it's all my fault!" "Hey, it's going to be all right. I miss my family too, but now you're going to learn how to control your powers. It'll be okay, trust me." "There's only one thing I want to do. I want to bring them back, all of them. Then we can be together again, and a family. I know I can do it, and then she'll be happy again-"

Fray shot back, pulling out of Selene's slackening grip. Selene had stopped breathing, expending her last gasp to show Fray the truth. She hadn't been trying to kill Ben, but destroy the person that had led her to ruin. Fray stood up, grabbing Max by the shoulder. She had to tell him, and now before anything could happen to Ben.

"All right, one more and that makes ten. There we go!"

Ben pulled his Omnitrix away from Gwendolyn's, watching the dial turn and blink. She'd offered to give him her ten aliens for free; these were species that simply didn't exist in his universe, which would give him an unbelievable edge over anyone who thought they knew what was in the Omnitrix. It was taking a while for it to digest all the DNA, but it was well worth it to get this kind of advantage. Gwen and Speedfreak were sitting on one of the benches nearby, talking away; Gwen was planning on asking Max if the two of them could come along with them now that the other Ben was gone. Gwendolyn was fiddling with her Omnitrix with her back turned to Ben; he was curious about what she was doing.

"Um, what are you doing? Planning on showing me some tricks with my new aliens? Hey, why don't I give you some of mine?"

"Give me a minute, Ben. I don't want you to miss a minute of what I'm going to show you."

Gwendolyn raised her hand to press down the dial of her Omnitrix – and a pair of pink energy whips wrapped around her wrists, pulling her arms apart as the other ends anchored to the two trees farthest away from each other. Fray lowered her arms, from which the whips had been fired, and stalked forward; her expression conveyed sheer outrage and fury.

"Fray, what are you-?"

"Ben, Gwen, everyone, get behind me, now! Get as far away from her as you can!"

Ben, Gwen and Speedfreak all hurried over to Fray and Max, who grabbed all three of them. Fray walked over to Gwendolyn, who looked more disinterested than offended, and grabbed her by the hair and pulled her head back. Her energy blade was out, and she looked like she was fighting the urge to slit Gwendolyn's throat.

"So, I guess you figured it out, didn't you? I have to ask, what gave it away?"

"Selene showed me everything, right before she died. I know your whole history now, and I kind of wish we could do the fight all over again."

"Fray, what are you talking about?"

"Gwendolyn was going to kill you, Ben. She wants to kill every Ben Tennyson in existence, because she thinks it'll help her get over what she feels was a sad, miserable life."

"That's not true! Why would she give me all her aliens-?"

"Because she knew, somehow, that it would shut down your Omnitrix for a while. And it wasn't all her aliens. Don't try and hide it; I heard you tell Ben you were going to give him ten, but Selene remembers eleven. Which one didn't you hand over?"

"Which one do you think?" Gwendolyn looked pretty mad now, upset that she'd been figured out. "I kept the one with the most power. It's remarkable at self-preservation; the other two minds in it agree that we should live, so it would have let me get away after I deleted your Ben. I would have grabbed his Omnitrix, which now had all the aliens I needed plus all of his, and gone after more Bens until I'd gotten rid of them all."

"You . . . you were going to kill him?" Speedfreak looked close to tears again. "You lied to me about Ben being evil? He helped me walk again, and I repaid him by helping destroy him . . . you're a monster!"

"Yeah, and what are you going to do about it? Being outside the timestream for so long changed how I age. I bet I'll still be around in a hundred years, young and beautiful still, while all of you are rotting in your graves! And you, do you really think I'm scared of you? I can see it in your eyes, you're not going to kill me. Whatever you were before, you've gone soft! You can't bring yourself to do it, can you?"

"I guess you're right; I'm not going to kill you." Fray backed up a few steps and pulled a device out from behind her back, aiming it at Gwendolyn. "But I can still get rid of you. Did you ever hear of a place called the Null Void? It's a prison universe that you can't break out of without one of these projectors. You can live as long as you like in there; I believe it's called a 'life sentence' on this planet."

Fray pulled the trigger on the Null Void projector, and the portal opened behind Gwendolyn. The energy whips dissipated with a command thought, and Gwendolyn flew backwards into the portal; when it closed she was gone, trapped for eternity. Fray handed the projector back to Max as if it were a firearm, with the business end pointing at her. Ben looked at his Omnitrix; his new aliens had almost cost him everything, and he didn't know how to react to that. It was Gwen that asked the question she'd been pondering for a little bit now.

"Uh, since she's really got nowhere else to go now . . . can Speedfreak come with us? It's not like she has any family or whatever she can stay with or anything. Can she, please?"

Max thought about it for a second, then nodded; Speedfreak had helped them a lot, and she did need a place to stay. Gwen grabbed Speedfreak in a hug before leading her into the Rust Bucket. Ben and Fray followed after a few seconds, leaving Max alone outside. He held up the small urn he'd put in his pocket earlier; inside was Selene's body, disintegrated to dust after she'd died. He opened it, letting the dust fly out into the wind. Blaise had said this was how spellcasters preferred to be instead of interred; too many things could be done to a dead body. He watched the dust scatter for a few seconds before getting into the Rust Bucket with the kids. You know, he thought as he climbed the stairs, we'll be running out of room soon.