Chapter 7

What was left of the great city of Bellwood loomed up forebodingly in the distance, flanked on either side by the dark forests. No smoke rose from any of the houses. The fires had long died out, and there was no one left who might have use of flames, for cooking or otherwise. Ben's heart sank with each approaching step, as did Kevin's and Gwen's. Their once great city was in shambles.

"Hey!" cried a distance voice.

Startled from their melancholy, the trio looked up to the turret, where a stark figure waved against the hanging white fog.

"Cooper?" Gwen called up to him, squinting. When he replied in affirmative, she smiled and waved back.

They tapped the horses with their heels, spurring them on. Within moments, they had reached the city, and were met at the gate with welcome faces. Helen and Manny, Cooper, J.T. and Cash, Alan, Eunice, and Elena were all there. A few others were there as well, though their faces were not familiar. The three quietly assumed that they were survivors of Vilgax's attack, though they did not say it aloud.

"Thank you all," Ben beamed. "Thank you. Together, we shall rise against Vilgax!"

The small group in front of them cheered valiantly. Even Kevin had to smile at their enthusiasm.

"Vilgax and his army stand no chance against our spirits," Ben continued. "And with our Omnitrix, none can stop our destiny!"

They roared again with approval at the prince's words.

A cold voice interrupted their reverie. "Is that so?"

They all turned in shock to see who the new arrival was.

"Vilgax," Gwen spat. She immediately raised her hand and chanted off a quick spell. A pink bolt shot from her fingertips, but a mere inch from the tyrant's heart it struck an invisible barrier and fizzled away. They gaped in horror.

"Did you really think you were the only one to practice magic, little Gwendolyn?" Vilgax sneered. Then he turned his frozen eyes to Ben. "Why don't we make this easy? You give me the Omnitrix, and I let all of you live. I am willing to forget this pathetic little plan of yours."

Ben narrowed his eyes. "Never."

Kevin dismounted his horse and strode forward with a dark glare, hand gripping the hilt of his sword. "And just how did you come to hear of our plans, Vil-yaks?"

Vilgax only smirked at him. "Ah, Kevin. You are the spitting image of your father, especially with such a dangerous look."

Kevin drew his sword. "How did you come to hear of our plans?" he repeated coldly.

This time the tyrant laughed heartily, as though he had been told a joke. "You fool. Did you really think I do not have spies throughout your, and all, of the kingdoms? You might as well have told me yourself, the way you announced your presence to all that is left of this wasteland."

Kevin scowled, brow furrowing. Then he looked over his shoulder at the frightened peasants.

"Kevin?" Gwen asked, trying to hide her own fear. Her magic was no good. Ben still sat upon his own horse, frantically trying to think of a battle plan. Where were the rest of Vilgax's men?

He glanced at her quickly before turning back to Vilgax. "A little birdie named Michael?" he asked.

"Not possible," Cooper said defensively. "Michael is on his way as we speak."

Vilgax chuckled smugly, ignoring Cooper. "Very observant, Kevin. And I must say, I rewarded him quite handsomely for his loyalty, and he is now well on his way from here."

"You will never get the Omnitrix," Ben said bravely, drawing his own weapon. "You shall fall today, at my hands!"

"Kill them all," Vilgax said lightly, not moving from his spot.

Forever knights suddenly surrounded them, appearing from the shadows. The peasants who had come to defend their land clustered together, looking around them in fear and alarm. Ben dismounted and took a fighting stance, as did Kevin. Gwen pulled out her spellbook, flipping through the pages for something that might help.

The first knight moved to attack the prince, and he quickly parried the blow. But that gave all the other knights a nudge, and an outnumbered battle began. Kevin's foes fell left and right, and he cast a look over his shoulder to see how the others were faring. The peasants were unarmed and scampering in all directions.

"Gwen," Kevin said, gesturing to the dead knights.

The flash of her intelligent eyes showed that she understood, and the discarded swords were engulfed in pink energy before being swiftly deposited into the hands of fleeing farmers. They stopped in shock, but then seemed to see that they were to protect themselves and did their best to fight back. For the most part, they did well, at least managing to keep them at bay. Kevin's attention returned to his own fight when he was nearly stabbed.

Ben was holding the knights back as well, but his eyes kept searching around for Vilgax, who seemed to have disappeared. He bit his cheek when he heard the sharp cry of Kevin, who had received a cut to the arm. He would have to call a retreat.

But suddenly the knights swarming them fell, knocked over by a heavy blast that did not affect the last citizens of Bellwood. They looked up to Gwen, who was still on her horse, fingers splayed above her head. She looked back at them with a satisfied smirk.

More forever knights appeared.

"Don't they ever stop?" the prince groaned, rolling his stiff shoulders before throwing himself back into battle.

Kevin also began his battles once more, though his stamina was quickly running out. His arm stung where he had been cut. He pushed the last knight that accosted him aside and looked to the others. Fewer knights were attacking the peasants, as they were not seen as a threat. Gwen cast weaker spells against the knights trying to kill her, and they fell at her horse's hooves. For a brief second Kevin was amazed at the calmness of the beast. Then he saw it.

"Ben, look out!" he said, moving toward him.

The prince turned, but was too late to block Vilgax's blow. He hit the ground hard, jarring his teeth. But rather than killing him, Vilgax reached into Ben's pocket and yanked the object free: the Omnitrix.

"No!" Ben said, making a wild grab with his free hand as he swung his sword.

Vilgax batted him away and stood up victoriously. All fighting had ceased as he raised the emerald jewel. It glinted in the light.

Kevin gave a ferocious yell as he swung his sword, slashing Vilgax's arm deeply. The tyrant roared in pain, but somehow managed to keep the Omnitrix clutched in his hand. He wheeled on Kevin, who was readying himself for another blow, but Vilgax was too quick, especially with his newly acquired powers. Vilgax caught Kevin by the wrist and threw him hard. Kevin dashed his head against the cobblestones and was still.

"Kevin!" Gwen cried, and Ben stared at his lifeless friend in horror.

Vilgax returned his evil gaze to the prince below him. "I have won," he announced.

Ben pushed himself to his feet, and two forever knights grabbed him to hold him back. The others had been arrested by knights as well, Gwen having been pulled from her saddle. "You have not won yet," he growled lowly, glowering at Vilgax with all the hate he could muster.

Vilgax laughed broadly. "Oh, really?"

Ben deftly pulled off his gauntlet and threw it down at Vilgax's feet, jaw set.

"Ben, no!" Gwen cried, pulling against the restraining men.

"Humph," Vilgax smirked. Then he reached down and picked it up. "Very well. I accept your measly challenge, boy. After I kill you, the rest of this foolish little rebellion will be squashed as well. Oh, and then the outlying villages, from where you gathered this laughing stock."

The soldiers released Ben, and he picked up his sword, pointing it at Vilgax. "I will win," he stated, no question in his tone.

Vilgax only laughed and held up his blade to meet its point with Ben's. "Call it."

One soldier stepped forward. "Ready?" he sneered, directing the question to Ben.

He nodded seriously.

"Begin."

A/N: Sorry for the shorter chapter. The next chapter will be the last, so the final battle is drawing to a close (no thanks to the traitorous Mikey)! ^-^

Thanks so much for reading, I really appreciate it. I wonder who will win? :0