Disclaimer: We don't own Ben 10.

Chapter 2.

"Please, what's going to happen to us?!"

"What is Kwaadsay gonna do to us?"

"Will the human race be enslaved?!"

"Can you stop them?!"

"You gotta do something!"

Ben winced at the tsunami of questions the reporters and scared people threw at him. He only just resisted the urge to back away from them. "Um... Well I'm not going to let them-"

"Was this the Plumbers' plan all along?!"

"No! Of course not!" Ben shook his head, trying to kill out that sort thinking as quick as he could. "That's not what- the Plumbers aren't- Why would they..." Automatically his hand went for the Omnitrix and he started fiddling with the dial.

The teen only noticed he was doing it when Kevin slapped his hand away from the watch. "I thought you said you'd gotten better at public speaking!" The older male hissed.

Ben just gestured at the crowd, the look on his face practically screaming 'You try dealing with this!'. And yes, Ben had said that he'd gotten better at public speaking and it was true, but that was only when he had a certain Revonahagander standing at his side, ready to put a hand on his shoulder when the crowd got too pushy or he got flustered up.

Luckily for Ben, Gwen took a step forward. "Don't worry people." She spoke up, her tone calm and firm. "Ben and the rest of the Plumbers will do our best to keep you safe from the Bleezians."

Ben smiled. "Yeah! What she said." He quickly whispered to his cousin. "Thanks." Gwen smiled back at him. "No prob."

"So everyone should just stay calm and-" Kevin was cut off when a flash apeared behind the crowd and a group of aliens pointed guns at them. "DUCK!" The crowd ducked down when lazer blasts started flying at them.

Gwen quickly made a shield. "Ben!"

"I'm on it!" He slapped the omnitrix and turned into Diamond head. He quickly slammed his fist in the ground and a large tetranite sheild replaced Gwens. "EVERYONE GET OUT OF HERE!"

Listening to Ben, the crowd took off, getting as far as possible. Kevin touched the ground and absorbed it. "I already hate these guys!"

"You and me both, pal." Diamond head muttered, his eyes trained on the aproaching army. Most of the soldiers were Bleezians, pale skinned with yellow triangle-shaped eyes and multiple thick, strong tails. They worse silver and dark blue armors, and carried large guns.

The rest of the army exsisted of many different type aliens, all of them had different types of armor, but all in the colors of the Bleezian empire and all of those who weren't Bleezian had silver masks covering their whole heads with black lenses covering their eyes.

"Gwen keep shielding the people!" Diamond head cried before he and Kevin charged ahead.

Diamond head fired pieces of Tetranite all around him, aiming mostly for the soldiers' weapons.

Kevin punched every soldier near him, his body now imune for most of their blasts. But for every soldier he punched down, three took his place and joined the attack and started shooting at Gwen's mana shield.

Heck, most of the helmet-wearing-soldiers were firing their guns at buildings and cars in the area, trying to cause as much destruction as pausible, partly to give the humans an exaple of what was yet to come, and because the same had been done to their homeworlds when the Bleezians took over, so why should they go easy on earth?

Even when fellow plumbers rushed out of HQ to help fight the army, one thing became clear.

"There's too many of them!" Gwen cried, wincing with the effort it took to keep her mana-shield up while it was being shot at from every which direction.

Diamond head turned to everyone. "Retreat!"

Kevin looked at him in disbelief. "Are you serious?!"

"Unlike you I think with my head and fists! And my head's thinking we're going to get creamed if we keep fighting them!"

Kevin just groaned in annoyance. "Fine!"

"I'll makes some cover while you guys head inside!" Diamond Head started making more walls come out of the ground while everyone rushed inside. once everyone was in he followed. inside H.Q. everyone was rushing around, grabbing weapons and preparing to fight. Max rushed up to the three teens with Rook. "What happened?"

Ben was the one to explain. "The bad guys came out of no where and started shooting at everyone! There were to many of them so we had to retreat."

"They want to show us that they mean business." Max stated, a frown on his face.

"Like that wasn't clear when their leader burned down and entire planet!" Ben cried throwing his arms up in frustration. It was then he noticed the troubled look on his boyfriend's face. "You alright, Fuzball?"

Rook blinked, as if coming out of some trance and looked at Ben. "I am fine Ben." He assured his partner, smiling weakly. "There is nothing to be concerned about, your grandfather and I were just... Exchanging recipes."

"Exchanging recipes?" Ben repeated. "Earth is attacked by aliens with a super powerful weapon that could kill everyone, and you two decided to talk about food?" He raised an eyebrow. He honestely thought Rook had gotten better at lying in the past few months. Apparantly he'd thought wrong. "Really Rook?"

"I appologize for our inconvenient timing, my Smarahd." Rook answered, trying to sound as non-chalant as possible, hoping the use of his nickname for his beloved would be enough to distract Ben.

"Uh huh..." Ben wasn't buying it, but if Rook didn't want to talk about it than that was fine. He'd ask about it tonight. Shrugging the young hero focused on what his cousin and grandpa were talking about.

"So what's the plan?"

Max grabbed a blaster. "I'm taking a small group to attack the ships and try to get them to back off. You and everyone else stay here and protect Earth."

Ben nodded. "Got it."

Max looked at Rook. "I'm going to need your help with this one Rook. You're coming with me." He walked off to go find more people to go with them. Rook was about to follow, but he needed to do something before he left. "Ben."

"Yeah-" Before he knew it Ben was pulled into a tight hug and a Rook pulled him into a deep kiss. When Rook pulled away He got one more good look at Ben's emerald eyes. "Be safe, okay Ben?" Even though he was really confused, Ben just rolled with it. "Uh, sure thing. You be safe too. You sure you're okay?"

Rook gave him a reasuring smile. "I am sure. Love you." And with that, he left. Kevin raised an eyebrow. "Well that was weird." Gwen looked at her cousin confused. "What was that about?"

Ben shrugged. "I don't know, but I'm going to bug him about it later."

Half an hour later, Ben, Gwen, Kevin, magister Pateliday and a large group on fellow Plumbers, stood on top 'Max's Plumbing shop' all of them watching the smal team get inside the battle cruiser.

Ben swore he saw Rook cast him one last look before boarding the ship. The teen frowned in worry. Something was obviously up with his boyfriend. Ben sighed. He'd find out later, he had an attacking army to worry about now.

All of them watched the cruiser take off. Once it was out of sight Ben turned around and looked at Patelliday, who nodded.

"You kids and this team try and deffend this city." The fish-like alien instructed. "I'm gonna send of plumber teams across the planet. Ben be ready to be killed any moment if there's a situation on the planet that needs your help."

"Got it." Ben nodded. He turned around, a look of determination on his face. "You heard him guys!" He yelled at the other Plumber ages, his hand hovering above the Omnitrix. "It's Hero Time!"

Ben-10-Omniverse.

Max and Rook were in a private room in Max's ship. Rook was obviously very troubled. Max put his hand on his shoulder. "Just remember Rook, you're doing this to keep Ben safe." Rook nodded. "I know, that does not mean I feel any less guilty about it."

Max had nothing to say to that, so he just turned around so that the Revonahgander could have some privacy while he changed into the Bleezian soldier uniform.

Rook sat back down when he was done. "I.." He sighed sadly, his shoulders slumping. "Never before have I hurt someone I love, so much, as I am about to do now."

"I'm sorry Rook." Max really was. He wished he could go undercover in Rook's place, but he was needed to lead the Plumbers.. He sighed. "I'm going to need your badge, son."

Rook's head jerked up in surprise. "What for?"

"You can't be found having it." Max explained, the lines on his face getting worse when his expression changed. "And... I need to give it to Ben when I tell him about-"

Rook suddenly got to his feet and put the Bleezian helmet over his head. He couldn't speak anymore, he didn't trust his voice. His movements were slow and jerky as he reached for his Plumber Badge and handed it to Max.

He then walked over to the door of the cruiser and nodded at Max, as if saying goodbye.

Max couldn't see it because of the helmet, but silent tears ran down Rook's face as he walked away. "Please forgive me..."

Ben-10-Omniverse.

Ben, Gwen, Kevin and the fellow Plumbers managed to get the soldiers to back off and chased them out of town. Though it was obvious they'd be back.

Ben, Gwen, and Kevin were walking back to H.Q. and Ben was smiling about their victory. "Well that wasn't so bad. Only one Mr. Smoothies got destroyed."

Kevin just rolled his eyes. Gwen smiled. "At least most of Bellwood and Undertown is still standing and no one got seriously hurt. I wonder how Grandpa's mission went."

Kevin looked up at the sky and smirked. "I think pretty well. Some of the ships are backing off."

Once they got to H.Q., when they got out of the elevator they noticed people were looking at them sadly. When they found Max talking to Patelliday, Gwen was the first to notice the bandages covering her grandfather's arms. "Grandpa! Are you okay?"

Hearing his granddaughters voice, Max turned to them. "I'm fine, just a few scratches and bruises."

While Ben looked around Kevin spoke up. "Tough fight huh?"

Ben cut him off before Max got a chance to answer. "Grandpa, where's Rook?" The teen asked, a nervously looking around, hoping to see his boyfriend somewhere.

Max sighed sadly. He took Ben's hand, and put Rook's badge in it. "I'm so sorry Ben, I tried to save him but..."

Kevin and Gwen looked at Max in shock while Ben looked at him in horror. "What? No... No! Grandpa please tell me this is some kind of sick joke!"

Max just looked at him sadly. "I really wish I could Ben..."

Ben looked at the badge in his hand, he could feel everything falling apart. Rook, he was...Gone. Ben sank to his knees, holding onto the badge tightly as he held it to his chest. He was trying really hard not to cry. "No..."

Gwen quickly got on her knees and wrapped her arms around Ben. "Ben it's okay, let it out." Unable to hold it in Ben hid his face in his cousin's shoulder, wrapped his arms tightly around her and started sobbing. "Oh God please no! Please!"

Kevin got down on his knees and wrapped his arms around his Girlfriend and best friend, while Max got down on his knees too and rubbed Ben's back as he cried. Feeling horrible for doing this.