Disclaimer: We don't own Ben 10.

Chapter 3.

Once Ben managed to calm down enough, Max, Kevin, and Gwen took Ben home. The moment Max parked the Rust Bucket outside Ben's house Ben got out and headed inside. Max followed him inside.

Hearing the door open Sandra and Carl quickly walked into the hallway. "Ben is that you?" She asked hoping her son was home safe. She and her husband had been watching the news since Kwaadsay anounced himself the new ruler of earth, and then the program showing Ben, Gwen and Kevin fighting the Bleezian army. "We saw the fight on the news and-" Sandra gasped when she saw her son. "Ben honey, what's wrong?"

Ben didn't say anything. He just stumbled forward and hugged her tightly.

With a feeling of dread Carl tore his eyes away from his son who just looked so... Crushed. "Dad," unsure he looked at his father. He'd never approved of Ben becoming a hero, not only because of the danger it would mean for Ben, but also because of how helpless it would make him when it came to helping his son. "what happened?"

Max averted his gaze. "Rook went with me and a few others to attack some of the ships, but, he didn't make it..."

Sandra gasped and hugged Ben tightly. "Oh Honey..."

Carl joined in the family hug, wraping his arms around his wife and son. "Ben we're so sorry."

Ben didn't reply, he just pulled away from his parents and slowly made his way to his room.

Sandra moved to follow him but stopped when Carl put a hand on her shoulder. Her husband sadly shook his head. "Give him time."

"But..." Sandra looked at Ben's closed door. "Time isn't gonna fix this, dear." She sniffled, trying to blink back the tears welling up in her eyes. "Rook's gon-" Sandra covered her mouth to stop herself from sobbing. "Oh poor Ben..."

Inside his room Ben had sat down on his bed, hugging his legs and with his head burried in his arms. He wasn't crying... He just needed to drown it all out. It allneeded to stop!

For the past two hours he felt like he was in some sort of daze. His thought process was slow and he couldn't focuss. The only thought that he seemed to be capable off was a slow but steady mantra of: 'No, no, no, nono no please no...'

Only the word no.

Nothing else.

Ben couldn't think of anything else, because if he did-

'No...'

Ben closed his eyes, his body trembling. 'No, no, no nono no please no...'

His eyes snapped back open after a few seconds. He couldn't- Ben saw Rook- Rook who fine when he boarded the ship- but- But he wasn't and- 'No, no, no please no...'

Ben's hands shook as he reached into his pocket and pulled out Rook's Plumber badge. He just stared at it. Rook was so proud of being the first Revonahgander to pass at Plumber Accademy. He took great pride in carrying his Plumber Badge around, and now it was-

The only thing left of Rook Blonko... Top Plumber, beloved son and brother- And loving boyfriend...

Please...

"Be safe..." Ben choked out the words, tracing the red circle on Rook's badge. Those had been the last words he'd spoke to Rook, but- but Rook hadn't- "Oh god" Ben let out a gasp like sob, trying to keep it all in.

He'd already broken down once, heroes didn't-

No, no, no please no...

"Please.." Ben sobbed burying his head in his arms. "Please come back..."

But Rook wasn't coming back.

Ben stayed like that for hours, the sun set outside, but he didn't notice. At one point his grandpa came into the room, put a strong hand on his shoulder. Max said something, but Ben didn't hear him and soon he was alone again.

Hours later the teen faintly registered flashes of bright orange light outside and the explosions got him to slowly look up and turn his head to the window.

Flames shot out of the neighboor's houses. The city was burning and things were things being thrown from the Bleezian ships in the sky.

"Bombs." Ben whispered blinking slowly, harshly forced out of his depressed daze. His movements were slow as he glanced at the Omnitrix. Dull emeraled eyes narowed and he hit the Omnitrix's dial and was engufled with bright green light.

"Big Chill!"

Big chill became intangle and flew through the wall of his room.
He flew high in the sky and between the high rising flames and underneath the bombs falling from the sky. He breathed out rays of ice, trying to stop the fires.

The air was black with smoke, the only light was that coming from the flames. All around people were screaming in pain or fear. Children were crying and bombs fell from the sky being thrown from the hundreds of battleships blocking away the light the stars and moon would have provided.

And high in the sky flew one Necrofiggian, alone. Big Chill tried to put out all the fires, but it was everywhere, so he ended up shooting ice everywhere... But it was hopeless.

Big Chill let out a loud outraged screech, surounded by flames, destruction and screams.

Rook wasn't coming back...

Ben-10-Omniverse.

A week later Kevin forced Argit at Plumber HQ where the two of them were trying to strike a deal.

"So let me get this straight," Argit frowned at Kevin, the look on his face making it clear that his answer was 'no. "You want my help to defeat the big scary bad guys, who already destroyed half the town?" Not to mention what they'd done to the rest of the planet.

"Yeah," Kevin nodded. "your venom will come in handy when we take down some of the ships so we won't get busted if someone sees us."

"Uh huh, yeah." Argit crossed his arms. "And what do I get in return?"

He shouldn't have said that.

Glaring at the rodent-like alien, Kevin reached down and lifted Argit off the ground by the collar of his orange jacket.

"HEY!" Argit cried struggling to get out of Kevin's grip.

Kevin held Argit up to eye-level. "How about you don't get to die along with everyone else on earth if we fail!"

That was a good argument.

"Okay! Okay! Fine!" Argit cried holding up his hands in surender. "Now put me down your stretching my clothes!" He sighed in relief when he was finally put down. He straightened out the wrinkles in his clothes. "By the way," Argit looked up. "I heard about what happened to Benny's Furball." He said, his expression shifting, and a real worried look appearing on his face. "He doing okay?"

Kevin sighed. "I don't know." He hated to admit it, but there wasn't anything he could do. "I haven't seen him since we found out." He was still grieving for Rook himself too. "Gwen went to go check up on him."

"I honestly feel sorry for the poor guy." Argit muttered, his ears lowering. "Those two were perfect for each other." The media had just started calling them 'Earth's Power Couple'.

"Yeah, I know." Kevin nodded, balling his fists. "Next time I run into those alien creeps I'm going to break them like twigs."

Ben-10-Omniverse.

Gwen knocked on Ben's bedroom door, her aunt had let her in the house. "Ben?" She called out. "It's me. Can I come in?"

A moment later Ben opened the bedroom door. The red-head took in her cousin's appearance. Ben's hair was a little messier then usual and he looked like he hadn't slept well in days, but other than that he looked fine.

"Am I needed at H.Q.?" Ben asked, his normaly bright eyes, dull and he sounded exhausted.

"No, I just wanted to hang out with you for a while." Gwen held up a cup and a bag. "They're not from Mr. Smoothies, but I thought it might cheer you up a little." She said smiling a small smile.

For a while Ben just looked at the items. Finally he took them and moved out of the way so Gwen could come in. "Thanks."

"You're welcome." Gwen replied walking into the room and closing the door behind her. "Do you want to watch Sumo Slammers?"

Ben shurgged, not really caring. "Sure." He answered. He sat down on the end of his bed and took a sip of the smoothie Gwen had gotten for him. It didn't tast as good as Mr. Smoothies but could be worse.

After Gwen turned on a recored episode of Ben's favorite show she sat down besides Ben.

For ten-minutes they watched the cartoon in complete silence. After a while she looked at Ben, not really sure what to do next. A part of her hadn't even expected him to be home. "...Do you want to talk about it?"

Ben sighed and turned to face his cousin. "Gwen I don't need some stupid therapy talk or something."

"I'm not trying to make it a therapy talk." Gwen assured him. "Just a simple talk, cousin to cousin. If you don't want to it's fine."

"Well I don't." Ben almost snapped. "I'm okay." He looked down at his lap, his fingers toying with the straw of his drink. "I know the Bleezians have taken over all the media," Will Harangue was loving it.. "but you or grandpa must have seen me out there as one of my aliens."

Every day he'd go outside transform into one of his aliens and go fight the Bleezian soldiers or help the people. So many homes were destroyed already... Ben would come back home late, stare at his food and then lay awake in bed for eight hours and try to keep himself together. Then the cycle would repeat.

He was only still home because he'd actualy fallen into a restless sleep the night before.

"I'm not locking myself up in here if that's what you think." Ben continued. "I've been out there-"

"Slowly getting yourself killed?" Gwen cut him off. She sighed sadly when Ben refused to meet her gaze. "Ben this lone wolf act needs to stop." The anidote put a hand on Ben's shoulder. "You can't take on an army on your own Ben. Let us help. The Plumbers-"

"I'm not a Plumber Gwen!" Ben snapped at her. "It's not- I'm not..."

"I miss him too, Ben." Gwen sadly told her cousin.

Ben took a deep breath. "..I..." The teen sighed. "He was, always there for me. Rook always cheered me up, made me laugh, made me feel safe..." Ben clenched his eyes shut, forcing the tears back. "But now that he's gone-" It was imposible to talk past the lump in his throat.

"I know this isn't easy for you Ben," Gwen quietly told her cousin, her chest aching. It hurt to see Ben like this. "but I know that Rook wouldn't want you to do this lone-wolf act, and shut everyone out." She winced when Ben turned to her, his eyes red, and yet he wasn't crying. "I'm not saying you should forget about Rook, you never should." Gwen told him. "But right now the world needs you, and the Plumbers could really use your help. Your parents, Grandpa, Kevin, and I will be with you every step of the way."

Ben hand was in his pocket, holding onto Rook's badge. What would Rook think of him constantly going out alone?

Nearly all their arguements had been about Rook complaining about Ben's recklessnes.

Rook wouldn't want Ben to isolate himself like this.

Ben sighed."..Yeah, you're right." He smiled weakly. "Thanks Dweeb."

"You're welcome." Gwen smiled, glad to see some spark return to Ben's eyes. Oh, she almost forgot. "Here." She handed him a silver necklace chain.

Ben took it, blinking in confusion. "What's this for?"

"It's for the badge," Gwen answered. "to keep it close to your heart."

Ben looked at the chain for a while, his expression unreadable. He then pulled out the badge, attached it to the necklace, and puts it on. Ben stared at the badge for a few moment longer before tucking it under his shirt. "Thanks Gwen."

"Any time." Gwen said pulling him into a quick hug.

When they pulled apart Gwen took a step back and looked Ben over. "Ready to take on the bad guys?"

"Oh it's hero time alright." Ben nodded, a determinded look on his face. "But there's something I have to do first."