Part Two: Lie of the Conscience

Julie told him she'd meet him in an hour at the front entrance of the high school. Standing on her toes, she kissed his cheek and gently squeezed his hand before she stepped away and gave him time to sort out this suddenly difficult day. He watched her go, grateful that she was so understanding even though they had planned to spend the entire day together.

His grandfather was waiting for him just outside. Max Tennyson looked supremely unhappy, though his emotion was directed at himself and not Ben. It was raining harder now, and they stood in the relative shelter of a covered walkway between the school and its library, ignoring the drops that reached their trousers and the leaves that blew around their feet.

"I didn't expect to see you here," Max began.

"Yeah." In his mind he could hear a scathing, almost-Russian accent ask, If you had known, would you have come?

Great. Now he was channeling the Red Menace. Still, it was a legitimate question even though he told the voice in his head to shut up.

"Looks like you expected to see Dexter even less," he said aloud.

Max didn't reply. He just studied the brightly colored leaves of the nearby trees.

"Care to tell me what the heck is going on here, Grandpa?" Ben asked.

It was evident that Max didn't want to, but he owed it to his grandson to answer.

"Remember when Professor Utonium asked you to keep an eye on Dexter for him this past July?"

"Yeah. He said he was called away for some . . . I dunno, emergency medical research deal or something."

"He was. I was the one that contacted him. The emergency was on Darama."

Ben blinked. "Darama!" he exclaimed. "The HighBreed home world?"

"Yes. Pretty soon after the Omnitrix resequenced their DNA, a virus broke out and started killing them."

Ben paled. "Did I do that?"

"No," was the quick reply. "No, Ben. It was part of their DNA. According to their medical records there had been outbreaks of something similar in the past. It's a result of their inbreeding and degraded DNA, not anything you did. As a matter of fact, you probably saved a lot of them from the virus."

"But not all."

"No. This time the virus hit a lot harder and faster than anything they'd seen before. Their medical science isn't as advanced as ours, so I asked Professor Utonium for help."

"Is Reiny – I mean Reinrassig okay? What about his kids?"

"Reinrassig and his family are fine, Ben. You don't have to worry about them."

He frowned at the easy dismissal of his concerns. "But what about all the others? Did the Professor help them? Why didn't you tell me?" Ben moved closer with each question until he was face-to-face with Max. Quietly, frightened to know the truth, he asked, "How many of them died, Grandpa?"

Max rubbed his aching forehead. "Just under forty-two thousand died across the universe before they got the virus under control."

Ben stared, horrified. "But . . . But there're only a few million of them left! That's -"

Don't do the math, Benjamin, Dexter's voice echoed in his head. You won't like the answer.

"Why didn't you tell me?" he asked softly. The HighBreed were not the most likeable race in the universe, but Ben valued them highly. With Reinrassig leading them, they had left behind their plans for destruction and control and were making overtures of peace to the races they had subjugated. It was a long and difficult process, but a worthwhile one.

"You're helping to lead a war, Ben," Max replied in hushed tones. "We don't need you distracted. At least, that's what I told myself."

"Yeah, we're at war, Grandpa, but Reinrassig is still my friend. He saved my life. He saved your life! He saved the earth! How could you not tell me?" His voice rose as his anger grew. "Don't you trust me enough to do the job I signed on for?"

"Of course I do, Ben!"

Shaking his head, Ben demanded, "Then why am I finding out about this situation now? Here?" He looked away, struggling with the pain welling in his chest as he realized more and more of what this meant. "You don't trust me. It's not so hard to place an interstellar call. You could have let me know but didn't. What, do you think I would have left earth? There's nothing I can do about a virus. I know that. But I could have given Reiny some moral support."

"It was wrong of me. I'm sorry."

By his tone Ben knew Max's regret was genuine, but then he did not specify which of Ben's points he regretted. He did not want to carry a grudge, especially against his own grandfather, and so Ben sought safer a point to discuss. "So what, you sent him the Professor?"

Max nodded, glad that some of Ben's anger had dissipated. "Yes."

"Was he able to help?"

"Yes."

They were silent for an extended span as Ben weighed this information. "So while Dexter was lying in the hospital . . ."

"His father was working on Darama."

"Did Dexter know where he was?"

"Only that he was off world and assisting the HighBreed. We asked him and the girls not to say anything."

For better or worse, they had kept Max's secret for him. Ben's mind flashed back to the tiny sickbay on the Princess and the medics as they fought to stabilize his best friend. Further back, and he remembered the eerie glow of the worst Infection he'd ever seen and the sickening taste of blood as he performed rescue breathing on Dexter, forcing the younger teen to stay alive. Further back, and he saw the ruthless smile of Dexter's Fusion twin as he dared Ben10 to try and save earth's best hope of victory.

He didn't want to know. He didn't want to know. He didn't want-

"Did you tell the Professor what happened? To Dexter, I mean."

Max's silence was answer enough. Ben stared at him sadly.

"Can't he be trusted either?"

"It's not a question of trust, Ben."

"Then what is it?"

"It's doing what's best."

"Is it? Who for, Grandpa?" the teen asked, his brown hair whipping in the wind. He remembered lifting Dexter from the floor of the pressure chamber, terrified that Earth's foremost champion might be lost and his best friend might die in his arms. Too small, too light, so badly injured after days of torture. Dexter had barely survived.

"As soon as Professor Utonium found out, he left Darama. If he had left a week earlier there would be no cure."

Ben looked away. "Did he say that?"

"No," Max was forced to admit.

"Remember when we were chasing after the Sword of Ekchuah and you told me we have to keep our eyes on the prize and remember what's important?"

He had been all of ten years old, on a summer-long road trip across America with his grandfather and cousin. At the time he'd thought it had been the experience of a lifetime. How was he to know that summer he'd acquired the Omnitrix was just the start of his adventures? They had been pursuing the Forever Knights down into Mexico, feverishly trying to beat Enoch to the ultimate weapon, when Ben had first seen exactly how easily Max could develop tunnel vision when there was a goal to be achieved.

"Yes." He knew what was coming, and quickly added, "And I haven't forgotten what you said."

We do remember. Do you?

His question had jolted his grandfather back to reality, making him see the danger he had brought upon Ben and Gwen with his single-minded pursuit.

"I know you remember," Ben replied patiently. "I was going to ask if you still knew what I meant by that."

"Ben . . ."

"If it had been me hurt last month, would you have returned?"

Max raised his eyes, shocked at so blunt a question, but he could not lie any more than he could bear to hurt his grandson. In the end he said nothing. Wounded green eyes gazed back at him and Ben Tennyson turned away.

"Guess I got my answer." He watched the leaves swirl about. "You've been pushing me and Gwen away for years. You said we don't need you. You didn't give us much chance to argue your decision. Is it that or . . . you just don't need us?"

"That's not it at all, Ben."

"That's what it felt like . . . feels like," he added softly. He raised his arm to display the Omnitrix. "Like it or not, having this makes me part of your world but it's never seemed as if the Plumbers really want me unless they need me. Is it because I got it instead of you? Magister Gilhil gave Gwen and Kevin Plumber's badges and I was told not to push it. You left me and Gwen to go off and train a bunch of Plumber's kids after the HighBreed invasion was stopped – after I stopped it! How much training did we ever get? Why do you push the people that are closest to you the furthest away?"

Max dropped his gaze. "It . . . it's an old habit. So old I don't see it. I try to do what's right in the long run but I don't always consider the impact of my decisions on the people involved."

"So is that why my best friend stormed out of here?"

"Yes. I wouldn't let Gilhil tell Utonium what the Fusion had done to Dexter."

"Just like you didn't tell me."

He nodded.

Slowly Ben summed up years of hurt and frustration as he asked, "Why is the long run more important than the people involved? How come the people that sacrifice the most matter the least to you? Do you even see me?" He thrust his left arm forward to expose the Omnitrix. "Or do you just see this and what it can do for you?"

"Ben, no! I love you!"

"I know you do. I'm your grandson. But I'm a lot more than that now, and there's more to this than love. You said it yourself – I'm helping to lead a war. So is the Professor. So is Dexter. They trust me to do the job I've been given and so do the people under me. Why don't you?"

He glanced down as his phone rang and a small frown creased his brow when he recognized the caller's number. With a little sigh he answered it.

"Hello?"

"Ben," Professor Utonium said. "I'm sorry if I'm interrupting anything. Are you all right?"

The concern in the Professor's voice was genuine. Dexter must have gotten home in a rare state. The call did not surprise him, however. The Professor had a very broad interpretation of what constituted his family and his affections ran very deep. For all he had done for Dexter, Utonium simply considered Ben Tennyson one of his own. Ben understood Dexter's attachment to this man – Patrick Utonium was wise and kind and just by hearing his voice Ben felt some of the tension ease out of him.

"Yeah, I'm . . ." He sighed. "I'm okay. I guess. How's Dex?"

"Hiding in his room. He's pretty distressed and from what he said happened, I figured you were probably in the same boat."

He glanced at Max. "Yeah, I've got a lot to think about."

"I'm sorry this interrupted our plans for tonight. I was hoping for the chance to talk to you privately about this."

Somehow he did not sound furious or upset over Max's conduct – most likely because Dexter was emotional enough for the both of them and the last thing Ben needed was any more anger fueling him right now. Ben wished Utonium had been the one to tell him all this. How much better and easier it would have been on them. The Professor would have been able to make sense of it all . . .

"I . . . yeah, I think I need to talk, Professor. I don't want Dexter to think . . . I dunno. I don't want him to be upset with me."

"Don't worry, Ben," assured Utonium. "He isn't. You're welcome here whenever you want or need, Ben. You know that."

He knew it, but it was a relief to have the fact reinforced. "Can I come tonight?"

"Of course. We'll be here in the suite. We'll see you later."

He put the phone back in his pocket and found himself gazing into his grandfather's eyes. The wind picked up and spattered them with rain.

"Will you tell him from me that I'm sorry?" Max asked.

"Have you told him yourself?"

"The General advised me to keep my distance. He thought it was best that way and so do I. I've sent two letters to Pat. I'm not sure if either reached him."

Ben nodded, satisfied. "I'll tell him."

"Thank you."

Ben waited, but it seemed there was nothing else forthcoming.

"What about Dexter?"

"I doubt he'll ever forgive me."

He had to agree. Dexter had an immense capacity for wrath. Ben waited, the unspoken question hanging in the air between them.

What about me?

"And I hope . . . some day . . . you'll forgive me as well."

At this subdued request Ben felt his anger ebb away. For all he wanted to rail at Max's conduct, this was still his grandfather and one of the people dearest to him. It was his intentions and priorities, not his character that earned Ben's ire.

"Some day. For now I just . . . want to understand."

He glanced at the steps of the school. Umbrella in hand, Julie stood waiting patiently at the entrance. How many times had he mistakenly trodden on her feelings with things said and unsaid? He was so fortunate to have her in his life, and he swore then and there never to take her for granted again. Even as he thought it, it occurred to Ben Tennyson that perhaps Max's greatest flaw was that he took people and their attachments for granted. As if affections, once given, could not be altered or crushed. He stared at Julie, so pretty in her navy blue dress, so intelligent and daring. She caught him gazing at her and raised her hand in a small wave as if to tell him not to hurry, but he knew that understanding what motivated Max could take years.

"I have to go, Grandpa," he announced.

"All right if I call you this week?"

Suddenly as tired as if he'd just taken on a pack of Junkasauruses, Ben managed a small smile. "You don't ever have to ask."

They parted ways with quiet nods and heavy hearts. Ben ignored the rain as he climbed the steps to face the young woman waiting for him. He gazed at her for a moment, then abruptly asked,

"Julie . . . can I just tell you how sorry I am for ever being a jerk?"

She blinked in surprise at this unexpected confession, but it was spontaneous moments like this that made her adore him so. Reaching up, she rested her hand on his cold cheek, trying to offer comfort as he rambled.

"I mean, I've done some really stupid stuff like messing up that championship match for you and that whole episode with Jen-I mean Captain Nemesis," he hastily corrected. Julie had forbidden him from mentioning Jennifer Nocturne's name ever again, and to date he had not slipped up once. Well, at least not within shouting distance of Julie. "And just not listening enough or being there and I don't ever want to take you for granted. You're too important to me."

She stood on her toes to get closer to him, leaning against his chest despite the fact that he was wet and looking rather pathetic and beaten. "You don't have to apologize, Ben. We all mess up now and then. You're just brave enough to care and to admit it. You don't take me for granted, either. You're fighting in a war to help keep me safe."

Gratefully he leaned down, resting his head on her shoulder as he wrapped his arms around her. His voice was muffled as he asked, "How do you always know the right thing to say?"

"Because I know you," she whispered back, "and I love you."

He held her fiercely, tightly, and drew strength from her hold and presence. He never wanted to let go.

And gradually he realized he never had to.