Completely phased by her remark Ben can't help but stare into the girl's emerald geen eyes. Kevin looks toward Ben knowing he doesn't remember a thing, atleast not as much as he does. He remembers the girl quite clearly as Gwen tennyson ,Ben's cousin and the old plump man as his grandfather Max. He had seen them a few times before as him and Ben were on the run for nearly six years, though Ben didn't seem to have a clue to who these people were, Kevin knew exactly why he couldn't remember.

"W-who are you people?" Ben asked with curiosity and a hint of suspicion.

"Well i'm Gwen, your cousin".

"And over there is your grandpa Max along with Cooper, my boyfriend". She continued with a warm smile hoping he'll remember, mostly with desperation.

"Your father would be so disappointed in you Kevin" Max now saying with much dissatisfaction "especially if he knew the things you did over the years".

"...Shut up old man! nobody talks about my dad" Kevin shouted eyes full of tears while absorbing the wooden planks of the docks and he now charged towards Max.

"Ben come on home with your family" she said revealing a hint of desperation in her voice.

Seeing Kevin's reaction only fueled Ben's disbelief as he replied with "Forgive me if i don't believe you". Changing the dial on his omnitrix and slamming it down with a solemn expression was very the last thing she saw before he was engulfed in a geen flash of light. Sheilding her eyes from the flash she heard a rugged voice as it shouted "Heatblast!", and standing before her, she sees the same form she remembers seeing all those years ago.

"Ben please listen, we can talk this out no violence neccessary... " Gwen pleaded hoping to calm him down before things got unpleasant.

With a very heinous smile up his face he replies "If you can't take the heat stay out of the kitchen". As Heatblast, ben now attempted to burn Gwen with large swirls of fire endlessly coming out of his hands. Gwen is immediately swept up into the arms of her boyfriend, Cooper. As he grabs her with his large hands just in time to evade Heatblast's (Ben's) attack, Gwen looks up at him with tears in her eyes.

"Gwen i'm sorry but your cousin just tried to kill you" he said looking back down at her.

"Wait Cooper...don't..." she began.

"Gwen whatever you thought about your cousin is lost, now he is a hostile criminal and i have to take him down!".

"But he's my cousin...my family".

"I'm sorry Gwen..." he said putting her down gently as her body was still in shock.

"...Sacrafice one man for the sake of many" Cooper grimly said before using his technopathic powers to strip pieces of the Rustbucket II. As strips of metal and hidden weapons came into view they began to form around Cooper. Attaching the pieces to now form a mecha-suit, protecting him Cooper takes a fighting stance ready for Ben's next move.

"Let's go cause after this your going to the null void!".

"Do you want to see how hot metal gets? i'll be glad to show you" Ben softly responded with a mischievous grin.

"How about i show you what liquid nitrogen does to fire". In saying that, He shot out a shinning blast of liquid nitrogen from his left arm. As heatblast, Ben sees the attack narrowly miss him as he dodges its affects. Counter attacking with the intense heat from his fire, Ben aims a particularly huge amount of fire towards Cooper. Thinking fast Cooper lets out another blast of liquid nitrogen, now letting it collide with Ben's attack they become a powerful mixture of ice & heat.

"It seems we're evenly matched" Ben said in a strangely sarcastic voice to Cooper smiling of relief.

"So let me turn up the heat!" he continued now pumping out more extreme heat. Now beginning to feel the heat become more intense, Cooper now sees the flames overpowering his liquid nitrogen gun. As he expects the flames to reach him in mere seconds, Cooper now closes his eyes tightly to meet his end. As he hears a familiar blasting noise along with the feeling of the heat around him reducing in temperature.

"Max!" he cried as he saw Max tennyson standing over a now unconscious Pyronite body, giving him a reassuring smile & a thumbs up.

"Sorry Ben, but i couldn't stand by while you hurt more people..i..i just couldn't" he exclaimed turned to Ben's body as a red flash of light signaled the end of his time limit, but with a ever more serious look upon his face.

"Hey..um Max you didn't..uh?-" he uttered as he picked himself up & walked over to where Max stood.

"No.." he said making sure to comfort him, "..he is my grandson i could never do that".

"Get him to the Rustbucket II" he said watching as Cooper picked up Ben & carried him to the almost completely stripped RV.

"Hey grandpa Max!" he heard as he saw his sixteen year old granddaughter running towards him.

"What happened to kevin?" she asked immeadiately upon stopping.

"He ran off to save his own skin when things got tough" Max answered sure enough not to bring up Ben.

"That just shows how much he really cared about Ben.." Gwen said as Max frowned, he knew where this was going.

"..Speaking of Ben, where is he?" she asked trying not to sound as impatient as she really was.

"He's in The Rustbucket" Max replied hoping to finally please her uneasiness.

"Really!" she cried with excitement as her face lit up, then turned to see the RV now being reassembled by Cooper's technopathic abilities. As she ran off to meet with Cooper, Max's grim face emitted a gentle smile as he thought 'Seeing them be able to smile like this, truly makes it all worth while'. As Max finally gets into the Rustbucket II they drive off, but after a straight hour of driving in an unusual silence he begins to feel uneasy.

"Um..grandpa did you?... I mean you didn't?.." she finally uttered in an attempt to break the silence.

"My plumber rifle was set on stun, Gwen" he pronounced as he saw a look of relief on Gwen's face.

"thats a ghoslty mistake" said a dissembodied voice from behind them beckoned. As a bright green light flashed within the vehicle it was accompanied by a rough-and-ready voice as it yelled 'Four arms' in a fit of rage.

"Huh..what? fourarms? i asked for Ghostfreak...ah whatever this'll do for now" Ben said in his Tetramand form angrier than ever. He gave a great leap resulting in him bursting through the roof of the old Rv, which caused Max to swurve the vehicle to an immediate hault. As Gwen lifted both Cooper & Max out of the RV through the hole in which Ben made, she floated all three of them over to Ben, hoping to reason with him.

"Ben please just come with us, we really care about you" she said upon landing on the ground, hoping for a positive reaction.

"I don't even know you people, besides i have to find-"

"-Kevin?" she said a little aggravated that he even brought him up, "..the same Kevin that left you to save his own butt" she said with a most severe look.

"Don't lie to me!" Ben said, his eyes filled with complete rage.

"Ben it's true, Kevin ran off & left you" Gwen said as she saw his face saddened with disappointment.

"..But we care for you Ben, if you'd just come with us..for me?".

"No.." He said as he fought back painful tears.

"Oh Ben.." she replied feeling a little let down.

"Not for you, but for me..I need to figure out some answers on my own & I might need your help".

"Oh Ben!" she cried as she ran full speed into a long overdue bear hug.

"Let's go home" she said with tears of happiness flowing down her cheeks.

"..But uh Gwen is it?"

"Um..yes?"

"Don't hug me again, ever".

"Let's go already.." Ben said really hoping this girl would really stop hugging him.