NOTE: Sorry, I've been sleeping on this one for a bit. But I finally managed to get it done, so here ya go!

By the way, did you guys see that gameplay of Insomniac's Spider-Man 2? That shit was AWESOME! I cannot wait to play it this fall. Yuri really brought out his inner Sasuke for that one.

Enjoy and Review!

Chapter 55: Regrets (4)

Upon entering the TV World, the Tennyson trio were once again prepared to head into their grandfather's dungeon to rescue him. Yukiko looked down and noticed the distracted look in Ben's eyes, apparently something seemed to be bothering him. Her sisterly instinct kicked in and placed a hand on his uncombed hair. "Don't worry, Ben. We'll save Grandpa, we're almost there."

It took a few seconds for him to realize what she had said. "H-huh!? Oh, yeah. Definitely!" Ben gave her a reassuring smile. One that she didn't completely believe was genuine. Before she could press further, Gwen interjected, pulling on her sleeve.

"Hey, Yukiko?"

"Yes, Gwen?"

"Can we…check out your dungeon?"

Out of all the things she was expecting, the heiress didn't see that question coming. "M-my dungeon?"

Gwen waved her arms quickly. "If that's okay with you! I mean, it's just that you said that it still exists here, and we may never have another chance to see it." She started fidgeting slightly, nerves getting to her. "B-but if it's too much for you then we can just-"

"It's fine."

"Huh?" Both Ben and Gwen stared up at her.

Yukiko smiled softly at the two. "I was slightly wondering if the two of you would ever bring it up about seeing my dungeon. I'm sure a quick detour won't hurt." Yukiko turned away from the ragged old space station and started walking away from it. "Follow me, you two, I think I still remember the way to it."


After passing by what Yukiko had described as the team's old base of operations, Ben and Gwen found themselves standing in front of a large medieval looking castle. Their mouths hung open in shock at the sheer size of the structure.

"Pfft! Snrk!" Their heads turned to Yukiko, who was beginning one of her fits. "T-the looks on your faces! Hahahahahaha!" She held her sides as she laughed like a hyena.

Gwen huffed, blushing slightly. "Excuse us for being shocked! I mean, we knew it was a castle but I didn't expect it to look like this! Seriously, it's like something you'd see out of a medieval movie!"

Ben agreed with his dorky cousin. "Yeah, the Renaissance festivals wish they could pull off something like this."

Yukiko couldn't help but agree with them. When she first laid eyes on her dungeon for the first time it shocked her with just how authentic it looked. "Yes, and the others all have pretty realistic looking ones too."

"Can we go see theirs?" Ben asked.

"No." Yukiko still wished to respect her friends' privacy and there was no way in hell she was taking them to see Rise's. It was a literal strip club and like hell she was going to expose them to something like that at a young age or ever at all.

"Can we go inside?" Gwen asked.

"Of course!" Yukiko was more than fine with agreeing to that.

Ben scrunched his face. "Do we have to go through the front? I know you said most of the Shadows in here wouldn't be an issue, but it'll be annoying."

Yukiko walked over to a side entrance of the dungeon, where another door was located. She pushed it open to reveal a set of stairs. "We can take these right to the top floor, there shouldn't be any Shadows up there."

Gwen gulped at the sight of the stairs, unable to see the top. "H-how many floors are there?"

"Just eight." Yukiko responded as she started to climb the stairs.

"Eight too many…" Gwen whined.

"Quit whining, doofus." Ben pushed past her to follow Yukiko.

Gwen rolled her eyes at him, sucking it up and chasing after the two. At least she was going to get her daily cardio in today.


OP: More Than Like by Bish

The spell we're under is the real deal, I'm watching closely

Oh, I wonder if we can change this shattered world

Ben and Yukiko stood back-to-back in a grassy field, the heiress and hero stared up into the bright sky above them. Ben's eyes were filled with determination as the camera turned to Yukiko, who had a single tear running down her face.

Let's keep on journeying and picking up the pieces, every last one

The Tennyson kids were seen gearing themselves up. Yukiko finished tying her hair into a ponytail and whipped out her fan. Gwen closed her spellbook, allowing the mana to swirl between her fingertips. The last one was Ben, who was holding a glowing blue object in his hands.

Oh, if we can reach beyond the shattered tears

A single picture frame sat on top of a dresser. The image contained 5 people, but one of the faces had been cut out.

You think other people are impossible to understand

I'm gonna take away that sad notion

(Oh yeah! Oh yeah!)

Let's begin

Naoto was seen ducking out of the way of a blazing sword swipe. The weapon belonged to a woman white white hair, who was dressed in a black and orange jumpsuit. She jumped back before unleashing a vortex of flames at the detective.

Yu raised his blade that was coated in lighting to block the gauntlet covered fist. The attacker was a large man with dark skin, black and white hair, and he was dressed in a similar jumpsuit as the woman.

Kenji was seen talking to a young boy around Ben's age with black and white hair. The boy has dark skin and black colored eyes. He's dressed in an orange shirt and yellow sweatpants. In his hands was an orange staff.

I just can't let it go, because it's just too sad

A man resembling Max Tennyson stood on top of a pillar. His malicious yellow eyes glowed in the night as power erupted around his body, transforming him into an unknown entity.

Your words, more than anyone else's

Yukiko is seen smashing her tarot card, Sumeo-Okami coming to life and torching everything around her.

Your answers, more than anything else

Are what I want to know

Gwen's eyes turned bright blue as her magic surged to life. Behind her a glowing silhouette could be seen.

I want to keep shaking them up

Even if now isn't the time

Ben struggled to his feet, his body littered with scratches and bruises. He activated the Omnitrix, the device sparking with green energy.

My words, more than anyone else's

My answers, more than anything else

A 10-year-old Max Tennyson ran through the empty field, in his hands was a toy spaceship that he pretended to fly. He then turned into a young adult, dressed in a spacesuit as he prepared to take off into space. Then finally, his present self stood across from three young boys and a woman, their eyes conveyed no emotions as they stared at him.

Are what I want to give

So hear them and know

The scene transitioned to Ben and the Max lookalike standing inside of a spaceship graveyard. Ben charged the lookalike with a green electrical surge surrounding the Omnitrix and punched out at the clone, creating a massive explosion.

I want to see the same things as you

The final shot was of Max and his grandkids sleeping by a tree. Ben was leaning on the old man's shoulder, drooling on his shirt. Yukiko leaned on his other shoulder as Gwen's head rested on her lap. Max smiled softly as the warmth of his grandkids surrounded him.


Upon finally reaching the top floor, Gwen took out her water bottle and almost downed the whole thing. Her cousins, on the other hand, were perfectly fine, which irritated the hell out of her. "How are you two not tired!?"

"I've done this a lot." Yukiko shrugged.

"Because I'm awesome." Ben's reply earned him a water bottle to the head. He shrugged it off to gaze around the interior. The top floor of Yukiko's castle was a large throne room with a singular throne standing at the end. Expensive looking fabric and carpeting decorated the room, adding to the regal design with multiple chandeliers lighting it up. But what stood out the most was the large broken bird cage laying directly in the middle of the room. "Woah, what's that?"

"The cage that held me captive for 16 years."

Yukiko walked past them to reach the golden cage. She hesitated for a brief moment to touch the cage once she reached it. The smoothed metal of the cage felt warm against her touch, reminding the heiress of the climactic battle that had taken place a year ago.

Gwen remembered Yukiko mentioning the cage back when she first told her story to them. When she suggested that they come see the castle, she didn't think anything that could remind Yukiko of her suffering would still be around. It didn't seem like Yukiko minded seeing the castle, but that cage must've really struck her again. Gwen felt horrible for suggesting that they even come to this place. She slowly approached her older cousin with shame. "Yukiko, I'm sorry that I-"

"Don't apologize, Gwen." Yukiko cut her off.

"B-but, I stupidly asked you if we could come here! It was selfish of me to make you remind yourself of your trauma and the object of your hatred!" Gwen stared down at the floor, not wanting to meet Yukiko's eyes.

"Gwen, look at me." The young sorceress slowly looked up, fearing that she would see an upset Yukiko. But instead she was greeted by the sight of the heiress' warm smile, and Yukiko's arms wrapping around her small frame to bring her in for a hug.

"I'm not upset at you, Gwen. In fact, I'm thankful of you." Yukiko's words shocked the young girl.

"What?"

"When I first returned to the TV World after recovering, I was afraid of seeing this room again. I had accepted myself to awaken my Persona, but I didn't feel like I was ready to see this room again, to be reminded of what it all meant. The others had respected my wishes of ignoring this room entirely whenever we came back to it." Yukiko started to explain.

"But then why…?"

"You're not wrong in thinking that this place-that cage-reminded me of all the pain I had gone through, but I realized that there's nothing wrong with that. I don't hate this castle nor do I hate that cage, because it reminded me of who I once was. The Amagi Yukiko who sat quietly and listened to everyone, forcing herself to be the perfect heiress people believed her to be had died in that cage." Yukiko looked right down at Gwen, smiling brightly like a golden star. "And was then reborn into a young woman who will fight tooth and nail for what she desires in this world, no matter how others may see her."

Memories of all of her friends, the adventures they had gone on, the battles they fought, the tears they shed, the fun they had, and warmth they filled her with. All of it wouldn't have happened if it wasn't for this castle-for that cage.

"I wouldn't be who I am now if it wasn't for what happened here a year ago. Thank you, Gwen, for allowing me to see this place one more time." Yukiko finished.

Gwen felt a huge weight leave her chest and pushed her face against Yukiko's chest. Soft tears escaping her eyes, staining the white blouse, not that Yukiko cared about that part. "N-no problem, Yukiko. I-I'm happy…that you can be free." Gwen spoke through her tears.

"So am I." Yukiko rubbed Gwen's back, she then looked around the throne room. "Where did Ben go?"

"HERE YE! HERE YE!"

Both girls broke their hug, turning to see Ben sitting on top of the throne with a tiara on his head. "This throne room now belongs to King Tennyson! All subjects may bow down now!"

"Snrk. Pfft."

"HAHAHAHAHAHAHAHAHAHA!" Gwen and Yukiko fell over, laughing hysterically at Ben.

He glared down at them, crossing his arms. "What's so funny, subjects!?"

Gwen composed herself first. "First of all, dweeb, we're not your subjects." She and Yukiko made their way over to the throne.

Yukiko plucked the tiara off of Ben's head. "Secondly, you're not a king, Ben. You're a prince."

"A prince? What does that make the two of you then?" Ben asked.

"Princesses!" The two exclaimed, giggling together. "And our kingdom is currently missing its king, Ben, and I don't think it'll be too hard for you to guess who that is." Yukiko smiled.

Ben smirked, getting up from the throne with his hands in his pockets. "Nope! And you got one thing wrong, Yukiko."

"Hm?"

Ben raised the Omnitrix up for her to see. "I'm not just the prince, I'm the hero too." Yukiko ruffled his hair, finding his expression adorable. She pulled Gwen in for their little hug as well.

"Then let's go, my little hero."


6TH FLOOR:

The Tennyson trio continued their way through Max's dungeon, having found their way towards the 6th floor rather quickly. To pass the time, Yukiko had started asking the two questions about themselves, a little getting to know each other better. "So, Ben, is there anything you like other than Sumo Slammers?" She figured it was a pretty good question to start with.

Ben, who was playing around with a Shadow's mask he had stolen, looked over at her. "Hm? Pretty tough since Sumo Slammers is the greatest thing to exist-"

"Just marry the stupid sumo already." Gwen complained.

Ben ignored her, continuing to talk to Yukiko. "Though, there is this one show I watch from time to time called Weird World."

"Weird World?" Yukiko repeated the name, she feels like she's heard of it before.

"Yeah, it's this show made by this guy called V.V. Argost who talks about these weird artifacts and creatures." Ben explained.

"Just like every other weird supernatural show. Nothing but fakes and myths." Gwen shrugged.

Yukio folded her arms, thinking pretty hard about something. "I think I remember some people at school talking about it before, but I never paid it any mind."

"I heard it's pretty popular in Japan, so it makes sense." Ben replied to her before looking at Gwen. "Besides, aliens are real. Who's to say that everything on his show isn't real too?"

"If we ever run into something as weird as the things on his show, I'll let you have my allowance for an entire month."

"Deal!"

ZOOM!

"Eh?" That noise was the only warning Ben was given before a small object slammed into him, knocking him over. The girls gasped loudly, rushing over to check on him.

"Ben! Are you okay!?" Yukiko helped him up, checking for any injuries.

"I'm fine, back up!" Ben resisted her mothering.

Gwen looked down at the object that had hit Ben. It was a small pink crystal object with jagged edges as if it was a broken piece. "What is this?"

"The stupid thing that hit me." Ben huffed, crossing his arms.

When Yukiko grabbed it from Gwen's hands, the object started to glow a bright pink color, almost blinding the three. Before they could even do anything, the world around them changed shape into something completely different.

Opening her eyes, Gwen was the first to notice that they were no longer in the dungeon, but inside of a small bedroom. There was a single bed by the window with a brown door to a closet across from it, and a big brown desk next to the bed. "W-where are we?"

Ben and Yukiko were just as confused by their new location. "I don't know, but this place seems…old." Ben noticed, looking at the furniture.

Yukiko walked over to the window and peered outside, her eyes widened at the suburban neighborhood outside. "W-what!? We're in some neighborhood!"

"Let me see." Yukiko moved over so that Gwen could see outside. "These houses look old, like really old. What year is it-"

CLICK!

The Tennysons turned around to see a young boy, who they could assume to be around the age of 10, run into the room. He had short brown hair, a red button up shirt, and blue jeans on. All over his body were cuts and bruises, a tissue had been clogged up his nose to stop the bleeding. For a moment the three worried that he'd see them, but he never did and continued to his closet.

"Stupid, Joe and Cameron! I'll show them the next time I see them!" The boy hissed through his teeth. In his rage of digging through his closet, a small box was knocked onto the floor. He quickly rushed over to the box in fear of it breaking.

"Who is this kid?" Ben asked.

"I don't know, but he feels familiar." Gwen said.

The boy picked up the box, opening it carefully. Seeing that none of the contents inside were ruined, he sighed in relief. "Good, nothing's broken."

Yukiko peered over the boy's shoulder to see what was inside of the box. Her eyes widened slightly at the silver locket that was inside. It had a painted design that resembled stars and had the initials 'M.T.' engraved at the bottom.

"Maxwell!" The boy looked up suddenly after hearing his name called, scrambling to try and put the box away.

"Maxwell?" The Tennysons repeated, the pieces starting to click together.

A young girl with long brown hair walked into the room, her hair tied into two pigtails. She wore a purple dress that went down to her knees with a pair of white socks on her feet. Maxwell looked surprised to see her. "V-Vera!"

"Vera!?" Ben gasped.

"Wait…if he's Maxwell and she's Vera…then…" Yukiko realized.

"This is a memory! This is Grandpa and Aunt Vera when they were kids!" Gwen exclaimed.

Vera peered down at the box in his hands and sighed, crossing over to him, she snatched the box out of his hands. "What did Mom and Dad tell you about keeping this thing! You know how they felt about Grandpa-" Maxwell snatched the box away from her, holding it close to his chest.

"I don't care what Mom and Dad said! Grandpa lived his life the way he wanted with no regrets and saw the whole world!" Maxwell pulled out the locket and opened, staring at the small photo he had taped inside of his grandfather. "And just like him, I'm going to do the same. I'll travel the whole world and see what it has to offer. Then, I'll even go to space and-"

"Not this again." Vera sighed. "Space travel is impossible, Maxwell."

"Right now it is, but that won't always be the case! I wanna live my life without regrets like Grandpa! There's more out there, more than just Earth and I'll be the boy to see it all!"

SHINE!

"GAH!" The trio were blinded by another batch of pink light, when they could see again they were back inside of the dungeon. All three looked down at the jagged crystal with a mixture of confusion and awe.

"That was strange, like really strange." Gwen said.

"Has this happened before?" Ben turned to Yukiko.

"No…this is the first time I've experienced something like this." Yukiko replied. "But that memory of Grandpa and Aunt Vera…"

"Yeah, seeing Grandpa at that age was weird. He acted just like…" Gwen and Yukiko both turned to Ben, who raised an eyebrow at them.

"What?" Ben asked.

"Nothing." Yukiko pushed the thought away, then handed the piece to Gwen. "Gwen, see if you can find more of these pieces, perhaps there's something we need to figure out."

"On it." Gwen used her search spell to see if she could locate another piece. Surprisingly enough, the trail of the next piece leads to where the next elevator is. "Seems the next piece isn't on this floor, but the next one. Follow me." Gwen leads the way with Ben and Yukiko following closely behind.


7TH FLOOR:

Once they got to the 7th floor, the trio wasted no time in searching for the next piece. After blasting their way through some Shadows, the group found the room with the next piece. When she picked it up, Yukiko noticed that the jagged edges seemed to look similar, almost like puzzle pieces. She pushed them together to test to see if she was correct.

CLICK!

FLASH!

"Oh, c'mon!" Ben whined as a similar flash happened as a result of Yukiko putting the pieces together. The Tennysons were allowed to see where they were taken to next, which seemed to be some kind of space station. "Woah, we're in space!"

"Do you think this is when Grandpa was still with the Plumbers?" Gwen asked.

Ben turned to her with excitement. "I hope so! I wanna see Grandpa doing some cool Plumber action!"

Yukiko looked over to the side and saw two familiar figures standing by one of the windows. "I don't think so, Ben."

"Hm? Why?" Ben asked. Yukiko pointed in the direction she was looking at for her cousins. Over by the window was Xylene, who looked no different than she did when they met her. Standing right in front of her was a young man, in his mid 20s, with short brown hair and emerald colored eyes. He was dressed in the standard Plumber uniform and it didn't take an expert to figure out who that was.

"Grandpa!" Gwen exclaimed.

"Let's go hear whatever it is that they're talking about." Yukiko said. The two nodded their heads and followed her towards the main source of the memory. Ben paused in his step for a moment when he felt something shift around them. When he couldn't see anything, he shrugged and kept on moving.

Xylene turned to the window, seeing the rotating planet Earth. "Do you ever miss it?" She asked him.

"Miss what?"

"Earth. I figured you would get 'homesick', as Phil usually put it whenever you three would talk about Earth." Xylene pointed down at the planet. "You have family down there, right?"

Max was silent for a moment, surprising the trio that he genuinely had to think about his response. "I won't lie and say I don't miss home at times, but it's not like I never go back down there for missions."

Yukiko frowned slightly at her younger grandfather. "That's not what the question was asking. Going down to Earth for missions is completely different from visiting your family and letting them know you're okay."

Unaware of their presence, Max continued talking. "As for my family, they understand that my work is important, though they don't exactly know what kind of work. As a boy, I wanted to explore the world and discover whatever may lie within it. Even these stars around us are one big world that I've yet to see. But they never understood that."

Ben understood what his younger grandfather was talking about. After finding the Omnitrix and learning that aliens were real, there was so much about the world that he was ignorant about. It would be extremely fun to continue finding what else the universe had to offer.

"I'll go back to them one day, sure, but I just want to spend as much time seeing the rest of the universe. Besides, they aren't going anywhere and it'll be like nothing changed at all."

Gwen chuckled a bit. "It's funny he's saying that, considering how Xylene was when we first met her."

Yukiko nodded along. "Yes… I think I'm starting to see where she got the idea from." Her grandfather was wrong and she's certain that his opinion on the topic has long since changed, but things do change. She was certain that there were a bunch of things going on in Inaba that she was unaware of, and her friends wouldn't be the same people as they were when she left. Looking down at her cousins, the same could be said for them. They had grown a lot during this summer trip and wouldn't be returning to their parents as the same people that they were before leaving. Her Persona had evolved as well, meaning that something about her had changed too.

Things change, because that's just the way the world works.

FLASH!

Returning to the dungeon was still something they didn't expect, as a few screams and curses escaped their lips. After giving themselves a moment to recover, Yukiko looked down at the crystal and noticed its peculiar shape. "A heart?"

Gwen gazed at the ground. "Did Grandpa not want to go home?"

"I don't think that's it, perhaps it's more that he was afraid that he would be tied down by responsibilities. The more he avoided going home, then the more he could spend time chasing after his desires."

Ben scratched his head. "But he did get married to Grandma at some point, so he settled down in the end, right?"

The heiress' eyes peered back down to the incomplete heart crystal in her hands. "Yes, but there's one last piece to this puzzle that we're missing, and the only way to find out is by nabbing that last piece."


8TH FLOOR:

"There!" Gwen shouted, pointing at the pink piece that was stationed on the ground. However, surrounding the final piece was a group of Shadows, meaning that gaining the piece without a fight wasn't an option.

Ben activated the Omnitrix. "Hey, don't you guys know the meaning of sharing!?"

FLASH!

Wildvine stabbed his arms into the ground. Several vines erupted around the Shadows, trapping them. "If not, then I'm more than happy to share the root definition!"

"Boo!" Gwen pointed her thumb downwards.

"Shut up!"

Yukiko summoned her Persona, fire bursting to life. "Maragidyne!"

"GYAAAAHHHH!" Wildvine screamed as his vines were being burned along with the Shadows The plant alien whipped his head towards Yukiko with a heated glare. "Why didn't you give me a warning!?"

"Why would I ever do that?"

"You can be real mean sometimes, you know that!?"

Gwen ignored them and strolled over to the last piece, but just before she could grab it, a pink bubble formed around it. "What!?" Her shout gained the attention of her cousins, who then took notice of the pink bubble. "What do we do?" She asked.

Wildvine reached towards the bubble. "Do we just pop it?"

"Oh, I wouldn't try popping it. That usually doesn't work."

SWISH!

Before the trio could blink, the bubble was snatched away from them. Looking around in a panic for who could've taken it, they missed the glowing light above them. That was until a soft feminine laughter started to echo throughout the chamber. "Where is that laughter coming from?" Yukiko asked.

"It's closer than you think." The voice spoke close to Yukiko's ear, making the heiress flinch. Yukiko whipped around only to find that there was no one behind her.

"Who are you!? Come out here and fight us!" Wildvine yelled.

"You boys and your fights, can't you think of different ways of solving your problems?" The voice replied to him. "But, sure, I'll be happy to reveal myself to you."

The ball of light descended towards them, almost blinding them from its intensity. When they were able to see their surroundings again, the trio were shocked by the strange being in front of them. The being was clearly female, judging by the hour-glass figure and breasts, with long glowing pink hair. Her body was mostly a dark pink color, the only other visible features being her mouth and white eyes. "Hello, kiddos!"

Yukiko freaked out immediately. "Ben, she's naked! Cover your eye!" She attempted to block Wildvine's sight with her hands. The Florauna started fussing at her in anger, upset that she kept getting into his face.

The woman laughed. "I'm not naked. This is just how I naturally look."

Gwen's eyes scanned the woman's body, something about her felt strange. It was almost as if she should know what this woman is. "How you naturally look? Just what exactly are you?"

Yukiko, who stopped trying to block Ben's vision, looked at the woman as well. "I have to ask the same thing. I've never seen a Shadow like you before."

Smiling with hidden knowledge, the woman gave a look of mischief. "No, I don't think I'll tell you." She started playing with the bubble in her hands.

Yukiko huffed, hands on her hips. "Well, that's not very nice."

"No, no it is not."

"Can we at least have that piece back? We need it to save our Grandpa." Gwen asked.

The woman glanced down at the key, then back at the trio. "Perhaps, but I'm not really the type of person who enjoys sharing." The woman started bouncing the bubble like a ball. "If you want it, then come and take it."

Wildvine grinned at the challenge. "Fine by me!" Wildvine's arms shot out towards the woman in an attempt to grab her, but she moved out of the way. The vines chased her down as she zoomed around the chamber at fast speeds. Putting her feet against the wall, she pushed off the metal to propel herself through the vines.

"Is that all you got?" The woman teased.

"Maragi!"

She looked up to see several fireballs coming at her, grinning at the obstacle the woman was about to maneuver through until she noticed something mixed in between them. Within the volley of fire were small planet grenades, courtesy of Wildvine. With the mixture of both fire and grenades, a huge explosion occurred in the chamber.

"That had to have done some damage!" Wildvine exclaimed.

"Hm, not quite." The trio turned around, shocked to see the woman standing behind them with zero damage. "It was a good idea, but you're going to need more than that if you want to beat me."

"Oh yeah? Then how about this!" Wildvine's shouted was followed by several vines ripping through the floor underneath the woman. She was slightly surprised for a moment as they constricted around her body like snakes. "HRAH!" The vines propelled her into the air, swinging her around as if she was a ragdoll, and then smashed her into the wall. The Flourana smirked until his vines exploded with pink energy, then a pink tendril of energy came rushing at the trio.

It wrapped itself around Wildvine, keeping him in place.

"Ben!" Yukiko and Gwen tried to pry the tendril off of him, but it wouldn't budge.

"Sorry, girls, but it won't be that easy." The woman floated out of the hole in the wall with her hand outstretched.

Gwen grunted as she kept pulling on the tendril. "What even is this stuff!?"

A brow was raised at the question. "You mean you don't know?" The woman asked, humming slightly. "Strange…you even…ah well." Two separate tendril shot out, pushing the girls away from Wildvine. "Time to deal with you first."

"What do you-GYAAAAAAAAHHHH!" Wildvine screamed as energy began coursing through his body, almost tearing him apart.

"BEN!" Yukiko scrambled to her feet to save him. "LET HIM GO!"

The woman stopped, allowing Wildvine to go limp in her binds until the Omnitrix began to blink red and turn him back to normal. She dropped Ben to the floor, light smoke rising from his body. Yukiko slid down to him, ignoring just how hot his body had become. She placed her head to his chest to check his heart and felt a sense of relief to find that Ben was still breathing.

The woman watched with a small smile. "See, he's fine." Her words seemed to be the wrong thing to say, since Yukiko's furious gaze was aimed directly at her. "Hm?"

"Maragidyne." The massive explosion was instant. Fire and smoke filled the entire chamber, making it difficult for Gwen to breathe for a moment. What Gwen expected to see when the fire calmed down was a victorious Yukiko, instead what she saw had caused a chill to course through her system.

Yukiko hung limply in the air, tangled up by the woman's pink hair. The woman herself looks a bit bored and disinterested in Yukiko with a hint of disappointment. "That attack would've done some damage, but you don't have it. Shame." She gently laid the heiress down next to Ben, then turned to Gwen.

Touching down on the floor, she slowly made her way over to the young sorceress, who looked terrified. Both of her cousins, who were much stronger than her, had been easily beaten down by this mysterious woman. Fear was gripping at her heart as she tried backing away from this threat.

The woman just sighed, disappointed by her. "And here I thought you would be fun, considering that you…ah well." She shot out a tendril, wrapping it around Gwen and bringing the girl up towards her. "It's unfortunate that you're so young. So much potential, but your body wouldn't be able to handle it. No wonder I haven't-"

"Why…"

"Huh?" The woman turned to Gwen with a bit of curiosity. "Why what?"

"What's your freaking deal!?" Gwen yelled. "We're just trying to save our Grandpa! But, then you just show up out of nowhere and start this! Why are you doing this!? Are you being controlled by his Shadow or something!?"

If Gwen expected anything, it wasn't the woman laughing at her. "Controlled? By him? Trust me, kiddo, I could deal with him if I wanted to. Heck, I could've just left the three of you alone and just watched from the shadows, but that wouldn't have been fun."

"Fun…?"

"Yes, watching isn't fun at all. Going out and doing whatever you want with no limits is much more exciting don't you think?" She grinned at Gwen, who's eyes were shadowed by her bangs. Gwen's body began to shake, bringing the woman's attention back to her. She was slightly confused until Gwen's head raised with glowing pink eyes, causing a bright smile to grow on her face.

"GET. OFF. ME!" Gwen screamed, energy bursting from her body forcing the woman to release her. Raw untapped power vibrated around the small girl's body, desiring nothing more than to escape. "We're trying to save our Grandpa…and all you can think about is having fun!? You hurt my family for your own entertainment! DISAPPEAR!" With a push of her arms, a huge burst of pink energy devastated the ground like a nuclear blast, the main target found herself smiling at the power. She was about to move out of the way, but realized that Ben and Yukiko were still behind her, so she stood and took the attack.

BOOM!

The woman stood still with her hair being used as a shield to protect her from the attack. Flipping it back, the motion knocked away some of the smoke that was clouding her vision. She couldn't stop the wide proud smile that graced her face. Such ferocity and power from a girl that young was something not even she was capable of at that age. If the other one wasn't going to do it then she would be more than happy to-

FWISH!

"Huh?" She looked over to see the bubble was no longer in her possession. But that was impossible. There shouldn't be any way for something to be that fast. Looking down, she noticed that some weird green slime was covering the pink bubble. "Strange." She moved to pick it up, but right as she leaned down for it, a pink object obscured her vision.

SMACK!

Not only did her head whip back from the impact of the hit, but a green arm snatched the bubble away from her. Shaking her head, the woman looked around to see what had hit her, but could only find her senses invaded by a putrid smell. "What is that smell!?"

"One imminent stink cloud courtesy of your friendly neighborhood Stinkfly!" The Lepidopterran proudly declared midair with the bubble in his hands. Riding on his back was Yukiko, with an exhausted Gwen in her arms.

The woman was shocked to see that those two were up. "How would they have-" She realized it would've had to be when she was distracted by Gwen's attack. "Clever, kiddos." The woman smirked. "But not clever enough!" Several pink tendrils were shot at the trio.

"Ben, move!" Yukiko ordered. He listened, zooming around the chamber as fast as he could with the tendrils attempting to smash them into the walls. The bug alien swerved around every single tendril, like an annoying fly that refused to die.

"We can't keep dodging her forever!" Yukiko yelled.

"I got an idea! Hold on!" Stinkfly descended downwards, sticking close to the floor. To everyone's surprise the Lepidopterran started flying towards the woman at insane speeds.

"What are you doing!?" Yukiko yelled.

"Figured you were a little slow, kiddo." She prepared to strike the kids with another tendril to strike them, but suddenly green goop covered her hand. "Gross." She said, looking down at her hand. Using this as their chance, Stinkfly continued to fire more and more goop at the woman, wrapping her up completely.

"Yukiko!"

"Understood! Maragidyne!" Yukiko unleashed another onslaught upon the woman. The mixture of Stinkfly's goop and her flames created the largest explosion so far, shaking the entire floor of the dungeon.

Once everything was clear, the woman was lying down on the floor, signifying their victory. "Oh yeah!" Stinkfly celebrated.

"Good work, Ben." Yukiko said, climbing off his back with Gwen in her arms.

Stinkfly soaked up her praise. "Of course! I had to pay her back for-"

"Ahhh~! Nice work, kiddos!" The woman sat up instantly, surprising them.

"You're still not down!?" Yukiko gasped.

She waved off their concerns. "Don't worry, you kids win. Makes me happy to see that you didn't go down so easily." She snapped her fingers, undoing the bubble. The piece dropped into Stinkfly's hands. "Take it and see the last memory."

"Can we trust this?" Stinkfly asked.

Yukiko grabbed the piece. "We don't have much of a choice." She said and stuck the last piece to complete the heart.

FLASH!

The Tennysons and the woman were now inside of a standard American house. The living room was decorated in birthday party decorations. However, the house was dark, completely void of life that would normally be present at a birthday party. "A birthday party…?" Ben spoke first.

Gwen, who had woken back up, looked down at a fallen birthday party hat. "Yeah, one that's already over."

Yukiko examined the room before looking down and finding an open letter. Getting a closer look at the letter, Yukiko's eyes widened at the name on the card. "Wishing you an awesome birthday to my friend… Marcus Tennyson!?" Yukiko gasped loudly. That was her father's name, which meant that this memory took place after her father's birthday.

The door opened a few moments after this realization, revealing their younger grandfather. The man looked tired, but also a bit ashamed, especially as he took in the sight of the missed birthday party.

"I-It's over…?" Max spoke softly.

"Yup. You missed the whole thing." Flinching in surprise, Max looked to the side to see a woman with flowing brown hair standing at the entryway of the kitchen. She was dressed in a pink robe and slippers, gray pajama pants seen over her legs. Her blue eyes looked a bit tired, but there was a certain light in them that seemed a bit strange.

Gwen' eyes widened. "Is that…"

"Grandma!?" Ben exclaimed.

"She looked really pretty!" Yukiko complimented the memory's appearance. The trio missed the small smile that graced the woman's face after hearing Yukiko's compliment.

His wife didn't move from her spot as she watched Max fidget in place. "How was the mission?"

"It went fine, should've seen the look on Phil's face when he-" Max stopped himself when he noticed the uncaring look on her face. "You don't really care, do you?"

"No."

Max sighed, rubbing the back of his neck. The Plumber picked up one of the birthday cards that were left. "How are the boys?"

"Asleep."

"Look, I'm sorry-"

"Sorry for missing a birthday, I know. You said that the last several ones too. At least for Carl's you were just late." She reminded him.

Max, who was already filled with guilt, felt his emotions rise a bit. "I know that I have a lot to make up for, but I couldn't miss this mission. Vilgax was planning-"

His wife rolled her eyes. "Yes, the stupid squid-man, because nobody else was qualified to deal with him except your team. There are over hundreds of known agents in the universe and yet you're the one who has to keep going out there to deal with him or whatever challenging mission that exists."

"It's my responsibility-"

"THIS is your responsibility!" Though her voice was quiet, a fierce presence was felt that even made the Tennyson kids flinch. "Do you think I enjoy having to lie to our boys that their father will make it to their parties or events whenever you run off into space or some foreign country!? Having to explain to them all of the bruises and wounds you suffer from, the lies that seep through my teeth the more I talk! The way you run off the moment trouble occurs with that goddamn hero complex!"

"I-"

"What kind of father favors his work more than his own kids?"

FLASH!

Just like before, the Tennysons and the woman returned back to the dungeon after the memory had finished. The air around them is now several times more heavy than before. It was difficult for them to find the air to talk.

"Wow…that was…heavy." Gwen said nervously.

Ben furrowed his brows. "That didn't seem like Grandpa." His grandfather would never miss a birthday of his or Gwen's. Yukiko didn't count since Max had been shunned out of her life till recently.

"People change, Ben, especially as the years go by. And even then, all of this still weighs heavily on Grandpa's heart." Yukiko wanted nothing more than to hug her grandfather at the moment. She then found something pushing against her body, looking down she found Gwen seeking some comfort.

"I want to get to Grandpa, and tell him that everything is okay. That we all still love him even if he's made some mistakes." Gwen said, tears threatening to fall. Yukiko hugged her, feeling the same way Gwen did.

Ben, who looked very serious at the moment, turned to Gwen. "Gwen, how much further till we get to Grandpa?"

"Not much further. Just a floor or two left and we'll be right where his signature is." Gwen answered.

Yukiko nodded her head. "Good, then let's-"

"I can take you there."

"Huh?" The three turned to the pink woman.

"I can take you to the floor in which your Grandfather is, but I won't be able to get you inside of the chamber, but that's what the heart is for. It's the key to his chamber." The woman explained.

"And why should we believe you!?" Ben yelled.

"You don't have to believe me, but you want to save your Grandpa, right? Then, it's best to not continue wasting time, right?" She responded.

"We'll take your offer." Yukiko said, surprising the younger two.

"But, Yukiko-"

"I know, we don't know if we can completely trust her but that's a risk we'll have to take-"

SNAP!

"Huh?" The trio stopped, realizing that the area around them was completely different. Turning around they saw a giant door with a heart shaped key hole in the middle. "What the…"

"Believe me now?" The woman smirked. She even found it hilarious when the three could only nod their heads at her. "Good."

SNAP!

This time the four of them were outside of the dungeon. "Now, scurry off then." The woman began waving them off. Ben was quick to protest her actions, waving his arms childishly.

"What do you mean!? We gotta get to Grandpa!" Ben yelled.

"Tomorrow, Ben." Yukiko said, gaining a outcry from him. "We're exhausted and hurt, we'd just get killed by his Shadow if we went in like this. After a good rest and a bit of healing we'll be good enough to fight. We're not leaving Grandpa, but ensuring that we have a good chance at saving his life." Her explanation seemed to have worked and it calmed Ben down.

"Fine." Ben huffed.

"I'll be here waiting for you kiddos when you're ready. Have fun." The woman smiled at them as the three entered the TV and left. But once they did, a certain presence was then felt behind her. Turning around, the woman found Shadow Max glaring daggers at her.

"How dare-"

"I don't take orders from you."

"You'd betray me to help those brats!" He roared.

"I never agreed to siding with you, besides those kids are pretty entertaining to watch."

"Then, I hope you'll enjoy watching me tear them limb from limb, along with that pathetic fool!" Shadow Max declared venomously. That was when the woman turned to face him, her features looked serious.

"I wouldn't underestimate those kids."

"I already know what the girls are capable of; their emotions are their weakness. And none of that boy's forms are a surprise to me."

"Yet he still managed to outsmart you." The woman giggled at his enraged expression. "I'm willing to bet that nothing you do will be able to hold them down."

"Tch. We'll see." With that, Shadow Max vanished, leaving the woman all to her lonesome.

"Tomorrow will be interesting for sure." She said, laughing to herself.

Chapter End

NOTE: I hope you all enjoyed! The climatic battle of Tennysons vs Shadow Max is next chapter! Let's start our usual post-chapter discussions.

1. Finally name-dropped Yukiko's dad in this AU. Marcus Tennyson/Amagi (I hope it's not too generic). Obviously in the main story her dad is Asian, but this is an AU where her dad is American.

2. The flashbacks are kinda Persona 5ish, but don't mind it too much. Hopefully the intentions behind each one was fully understandable, because if not then next chapter paints a more perfect picture.

3. No, that wasn't the actual Verdona and yes, I avoided her name. I know that flashback with her makes her look like a massive hypocrite, but that's the point. Lots of things happened back then that hasn't been fully explained yet.

4. This is Gwen's biggest outburst to date.

Have a great day!