Disclaimer: I don't own Ben 10 or Young Justice

Denial and Loss

New Orleans; July 27th; 9:57PM

The full-moon brightened the city as a single man strutted down the ages-old brick roads with nothing but his cane and his pocket watch which he pulled from his jacket to check the time but, also to stare at the picture of the woman on the inside of the watch.

He strolled along the road until he came across a Psychic's shop named Madam Xanadu; he rolled his eyes with a smile and stepped in through the door. Once inside the room was dark and ominous appearing with candles lit over human skulls, and a doorway with beads as the entrance hung shadowing the inside.

The man took the nearest seat at the nearest table draped in all crimson red table-cloths and upholstery; the table-cloth hung down reaching the ground as the man dusted his black and white suit off before sitting down.

A young woman, looking to be in her late-twenties stepped through the beaded entrance, "Bonjour monsieur, how can Madam Xanadu be of service?" She had glitter splattered under her eyes and jewels bedazzled to her forehead; the old man sighed loudly, "Ah, there is someone with whom you wish to speak? Your wife?"

He tightened his grip on his pocket watch and responded, "Yes, my Enza," the woman smiled coyly and sat down at the table across from him.

"Than the Madam will help you make contact," she winced, "If fate be kind…"

He rolled his eyes and sighed depressingly, "And yet he so rarely is," they sat in silence for a moment before she mockingly cleared her throat opening her palm towards him.

"Oh," he remembered, "Of course," pulling a wad of bills from his jacket-pocket and handing them over to her.

As she tucked them in-between her breasts and smiled once again closing her eyes and appearing to focus intensely; the lights dimmed, the table lifted, the chandelier above rocked back and forth as Xanadu's hair began floating around her, however; the man was completely unimpressed.

"Oh, my darling!" Xanadu spoke in a hum, "How I've missed you! I'm so lonely here, it's so col-"

The Madam was cut off by the man cracking up in uncontrollable laughter as he slapped his knee; everything being effected stopped immediately, "Imbecile! The spell has been broken! Your wife is forever lost!"

The man stood and scoffed grabbing hold of his can for support, "That was supposed the be my wife; heck, my little spitfire would kick me in the ass for spending money on a fake like you."

Madam Xanadu gasped in offence pushing her chair out and standing, "No refunds for non-believers!"

He smiled coyly, "I think we both know who the non-believer here is, Madam," he reached out and grabbed the table-cloth where from underneath the table hydraulics could be seen, "Wind machine, tire-jacks under the table, what a shame too, you have the perfect aura for the work and nothing would have pleased me more than to be reunited with my bride."

He barely turned around before a burly, buff, Italian man with long slicked back black hair grabbed the old man by his collar, "You will join her soon enough, Doctor Fate!"

They vanished in a flash of blinding light as Madam Xanadu ran through the beads and taking off into the back room; unbeknownst to anyone, the old man's cane stood up right on its own and flashed a golden light before vanishing itself.

…

"Initiate Combat Training. 3, 2, 1."

Ben as Fourarms charged a shirtless Superboy who ducked under the alien's four-fisted assault landing a strike of his own to the shape-shifter's solar-plexus, however; his skin was dense enough to power through. Fourarms brought his four fists down on Superboy's back sending him face-first into the ground. Superboy used this to his advantage and rolled over, sweeping his legs our from under him and caused him to land on his back. The computer displayed a holographic screen next to Fourarms that read, "Fail: Ben 10," as a green flash brought the human Ben Tennyson back.

Dick stood next to M'gaan who watched the fight as Ben dialed up another alien and slapped the Ultimatrix forming Diamondhead in his place.

Dick leaned over to the Martian-teen and started a conversation, "Ya know, you and Superboy look like you'd make a cute couple. Why don't you ask him out?" She took a glance at the shirtless Kryptonian in response to this and scoffed.

"Superboy? He's like a big brother to me. Plus, I've got my sights set on someone else anyways," M'gaan watched as Diamondhead judo-flipped Superboy to the ground causing the computer to display the same image beside him, "Fail."

"Best two out of three?" Superboy said as he grabbed Diamondhead's extended hand and to his feet.

"You're on," Diamondhead slapped the Ultimatrix chest-plate shifting into Humungousaur who begun growing immediately and forming spikes along his back and tail until he was nearly as tall as the cave ceiling itself.

M'gaan and Dick stared on in awe as Superboy crossed his arms, "Cheater," The dinosaur chuckled and slapped the symbol one last time reverting back into his human form with a single glow. Just as Ben was about to continue training by summoning a hologram once again, he noticed Red Tornado spiraling down from his apartment in the ceiling.

"Robin, you are needed in Gotham," the android's monotone sounded almost distressed, "The Batman has requested your assistance; The Joker has escaped his cell in Arkham Asylum," Wally sped towards Red Tornado high-fiving Dick as he turned to leave.

"Do you have a mission for us?" Wally asked with enthusiasm.

"Missions are the Batman's responsibility. I do however have an announcement. A new member of the team has been selected by Green Arrow and Black Canary, she will arrive shortly," Just as he finished this, the teleporters activated.

"Recognized: Artemis B07."

They watched as a tall girl nearly Ben's height, with long blonde hair tied-up into a pony-tail and a green, slightly provocative, skin tight body suit that covered the space around her eyes along with her cheek-bones. Her piercing brown eyes didn't distract from the emerald-green bow and quiver strapped to her back, "Artemis is the new protégé to Green Arrow."

"New protégé? What about Speedy?" Wally shouted in protest.

"Speedy has elected to become a lone-vigilante and has not yet contacted the League or Green Arrow," Wally bit into his candy bar and turned away from the others with an annoyed glare.

"Nice to meet you, I'm Ben Tennyson, this is M'gaan, Superboy, and Wally; there are a few others missing right now though..." He extended his Ultimatrix wielding arm and shook her hand briefly.

"Artemis, but you already knew that..." She chuckled and looked back at their den-mother as he began to speak again.

"Perhaps a welcoming gift is appropriate," Red Tornado turned back to the holo-computer and began zipping his fingers across the keyboard as the entire team watched, "Considering your leader's personal attachments and your eagerness to perform, I assume this will satisfy all parties concerned."

Ben raised an brow, "What is it?"

Red Tornado finally pulled up an image familiar to Ben, "This is Kent Nelson, a friend," the android began as the image also displayed his height, weight, age and other basic information's, "He is 106 years old."

Wally chuckled, "Guy doesn't look a day over 80," nudging towards M'gaan whom only slightly smiled back at him.

"And he has been missing for 23 days; Kent was a charter member of the original Justice Society, the precursor to your mentors Justice League."

Artemis put her hands on her hips, "Never heard of him," Ben scoffed with a retort.

"Of course you have! Kent was Earth's Sorcerer Supreme! Doctor Fate!"

Wally scoffed, "More like Doctor Fake, guy knows a little advanced science and Dumbledore's it up to scare the villains and impress the babes," he tried whispering but, everyone heard him.

"Nah, this guy is no fake, he's the best magician on Earth; his skill rivals Zatara's!" Ben boasted with a wide grin, "Is there a problem with him?"

"Unfortunately, he has been missing for 23 days," This caused Ben's smile to fade as he slowly rubbed his chin figuring where he might be, "Kent may be on one of his… walkabouts," He paused before continuing, "But, he is care taker to the helmet of Fate, the source of the doctor's mystic might and it is unwise to leave such power unguarded."

"He's like the great sorcerer priests and priestesses of Mars; I'd be honored to help find him!" M'gaan announced as everyone smiled in agreement aside from Wally who shot his hand up in the air at super-speeds.

"Me too!" he shouted catching everyone's attention but, mostly annoyed glares sent his way, "So honored I can barely stand it…"

Silence erupted from the room as the obvious attempt to relate to M'gaan was down-right sad; Red Tornado whom obviously was unfazed by the tension or stupidity so instead he held a key out in his hand, "Take this, it is the key to the Tower of Fate," Ben grabbed hold of the golden key with strange inscriptions on it.

"Yea, Kent took his back when i moved here," He smiled up at Tornado, "Dont worry, we'll find him and protect the helmet."

Wally got closer to M'gaan and nudged her shoulder, "What are the chances that we both so admire the mystic arts?" He tried acting smooth but, the Martian girl just flashed a creeped smile as Ben slapped him upside the head on the way towards the exit causing Artemis to giggle as the team followed him.

…

The flight in the Bio-Ship was short but, silent; M'gaan looked down at the GPS map and back to the area they were landing, "These are the coordinates but…"

Superboy folded his arms looking at the area with his super-vision, "Nothings there!"

Ben kept his smile and motioned to M'gaan, "Take us down."

Meanwhile, a small ally-cat with a red color licked itself and looked directly at the Bio-Ship as if its camouflage did nothing; it growled before hopping through the window of an abandoned building.

...

Wally sped to a halt in front of Artemis as he scoffed, "Nothing; this isn't simple camouflage," he noted looking out into the large, empty field.

Artemis folded her arms and sighed, "So, what do you think? Adaptive micro-opto electronics combined with phase shifting?"

"Nope, just a mystical spell that places the tower in another dimension until it's re-summoned here," Ben walked into the center of the abandoned park holding the key out, he trailed off as he stuck the key out in midair and turned it. The shock was overwhelming as the turn of the key completely revealed a 500-foot-tall tower resembling the Washington Monument in the center of the field.

M'gaan gulped, "Guys, I have a feeling we're not in Kansas anymore…" the door swung open wide allowing entrance to the entire team. Once inside they all piled into a relatively small room which was dark and ancient; "Uh, where'd the door go?" Superboy asked.

"It does that."

Suddenly, and nearly giving Wally a heart-attack, a hologram appeared in the form of Kent Nelson himself, "Benjamin, how unlike you to bring guests..."

They all looked at each other momentarily before Ben cleared his throat but, before he could speak, Wally jumped in front of him glancing at M'gaan as he did so, "We are true believers! Here to find Doctor Fate!"

The hologram frowned, clearly the wrong answer was given, the hologram vanished and the ground beneath the opened up revealing a pit of lava several dozen feet below them. They all fell as Ben immediately slapped the Ultimatrix and transformed into NRG grabbing Artemis by the collar of her suit and using his metal-clad fingers to dig into the stone-wall. M'gaan grabbed Wally by his armpits and managed to stay a-float above the smoldering pit while Superboy dug his remaining fingers and feet into the wall only narrowly evading the pit.

"Losing altitude; too hot in here," M'gaan noted wiping her forehead and attempting to flying upwards but, only slipping further down.

"You sure are, babe," Wally said quickly as M'gaan ignored him.

"WALLY!" His entire Team aside from M'gaan shouted in unison as he tried to defend himself.

"If I'm about to roast alive, I have the right to speak my mind!"

NRG huffed, "You idiot! that wasn't the answer you are supposed to give!" His Russian accent was thick as he shouted up through the pit, "My team and I are here to make sure the helmet is safe! To make sure Kent is safe! "He shouted at the top of his lungs as he was about to use the evolutionary function to save himself but, before he could the lava-pit closed up allowing them all to safely land on the bottom of the pit.

...

Kent was shackled by the wrists and shoved forwards towards the Tower entrance as it opened automatically for him; they stepped inside to find a long hall with a room at the end.

"The Tower won't appreciate trespassers," Kent sang before his captor waved a wand at him.

"Mute," he stated as a collar flung to his neck and beeped to life cutting off his vocal-cords.

The boy next to him silently pet the same ally-cat that had been seen earlier, he said and made no expressions but, his devilish eyes and pointed hair could only reasonably mean trouble.

They entered the room with a long painting of a beautiful woman, from her attire, the painting looked several decades old but, Kent smiled at it none-the-less.

A hologram of Kent appeared before them just as it had for the Team only this time it recognized Kent, "Evening Kent, how unlike you to bring guests into the Tower," he raised a brow as if expecting an answer.

The collar around Kent's neck mimicked his voice perfectly, "My friends… have come… to help me," the hologram vanishing as the painting opened up revealing a massive room of staircases moving in every direction, up, down, horizontal, vertical; it was a literal maze as wide as the eye could see.

...

Superboy immediately felt the stone-cold floor as he landed, placing his fingers to the ground he raised a brow, "This platform, it should be red-hot but, it's cool to the touch."

"Don't worry Mega-liscious, I've got you-" Wally wrapped an arm around the Martian's shoulder just as Artemis snapped completely.

"Enough!" She shouted grabbing the speedster by the collar of his shirt and pushing him against the wall as they all watched her explode, "I dont know much about the dynamic here yet but, Your little 'impress Megan at all costs game' nearly just got us all barbequed! How could you be so fucking dense?"

Wally grabbed her wrist and pushed slightly separating them, "Since when did this become my fault?"

Artemis slapped his hand off of hers with a growl, "When you lied to whatever that thing was and called yourself a true believer!"

M'gaan raised a brow, "Wally… you don't believe in sorcery?"

The entire team stared him down for several seconds before he finally exploded, "Fine! Yes! I lied about believing in magic, but magic is the real lie! A major load of shit!"

Ben raised his eyes and chuckled, "Dude... my cousin used to cast spells that could do all types of stuff, remember how i told you?"

Wally scoffed and crossed his arms, "You told me she was an energy being, an alien, she evolved into a species that can warp reality through energy manipulation simulating magic; Hey! At some point, fire was considered magic of the highest degree!"

Ben smiled at him, "Let's test that theory, shall we?" he reached for a handle to what looked like a hatch in the platform.

Wally's eyes widened, "Wait, the back draft from the lava will roast us…" as Ben pulled open the hatch, white specks flew by them as a cold rush of air breezed through the trench, "Alive?"

M'gaan reached out and felt the drops, "It's snow!"

Artemis chuckled, "Do you ever get tired of being wrong?" She hopped through the hatch and landed on her feet in a wasteland of snow and ice, one by one they all entered the hatch looking out at the mountains in the distance.

"So," Ben smirked, "How do you explain this?"

Wally took a quick look around in wonder before shaking his head, "We're in a pocket dimension; folds of space-time creating miniature Universes."

"You are so... UGH!"

Ben chuckled, "I know, right?"

Artemis grunted in frustration as everyone scoffed at their disbelief until M'gaan pointed out at something, approaching it, "What's this?"

Wally chuckled as Ben and M'gaan moved towards it, "Maybe its Nelson's magic-wand," he sarcastically chided as she grabbed hold of the wooden cane with its glowing golden handle.

"It's Kent's cane but, why would it be way out here?" He reached out and took it in his hand at the same time.

"I got it," They stated in unison as the cane shun brightly causing the others to cover their eyes, "Ugh, I can't let go!" the cane exploded with energy teleporting the two away as well as the others were left to ponder what had just happened.

...

"Are we there yet? Are we there yet? Are we there yet?" the boy petting his orange tom-cat continued to childishly repeat himself to the larger man's annoyance.

They had been walking for nearly half-an-hour before the Italian man finally grabbed Kent's shoulder and pointed his wand at him, "Tell us where to find the Helmet, now!"

Kent smiled coyly looking down at his neck-brace; the man rolled his eyes in annoyance ripping the device off and pushing the old-man to the ground.

He coughed before looking up at him, "Cant. Having too much fun," his smile faded as the man's wand sent a surge of electricity into Kent's chest causing him to spaz and grind his teeth in agony, "Still having fun?"

The boy smiled and the feline purred, "I am! Zap em' again! OH, or tip him off the edge and watch him splat!"

Abracadabra prepared to push the old-man when his cat let out a loud 'meow' reminding the boy of something, "Yea, yea; I guess you're right we may still need him."

...

Wally, Superboy, and Artemis walked through the snow simply looking for any sign of where they were or possibly a way out; Artemis simply sighed, "I don't understand you Wally; it's almost as though you need to believe the impossible can't happen without an explanation."

Artemis sneered continuing, "For a guy who can break the sound barrier in his sneakers? It's hilarious to learn you don't believe in stuff like magic."

"That's science, everything can be explained by science; even if it's too complicated for the smartest person on Earth to understand..."

Superboy cleared his throat, "He uses his understanding of science to explain what he cannot hope to comprehend; to acknowledge the existence of magic would be to relinquish that last vestige of control…"

Wally kicked the snow in frustration, "You realize I'm right here!"

Suddenly, a door opened in the distance leading to an unknown room but, it was better than a wasteland so, they decided to take a leap of faith.

...

Ben and M'gaan appeared with Kent's cane in hand; Kent looked down from a platform above them, "Well, would ya look at that?" he mumbled to himself as the staff began glowing and his body followed its example allowing him to float into the air and rush towards the two teens. Kent grabbed his staff and the ropes binding him melted away in seconds, "Hey, kid," he greeted Ben as M'gaan looked back up at the captors.

As he landed, the witch-boy became angry, "Get me that helmet!" He shouted in childish envy as Abracadabra moved to follow them.

"In here," Kent announced as his cane's golden energy revealed an elevator door for them to take cover in as bolts of electricity rained down around them. They piled into the elevator as it closed its doors and began its decent, "I knew you were okay!" Ben announced immediately.

"And what did i say about manners, kid?"

Ben cleared his throat, "Right, Kent this is M'gaan; M'gaan this is Kent Nelson."

The Martian smiled warmly extending a hand, "It's truly an honor Mr. Nelson."

"Is she your girlfriend, kid?"

A blush over took both of their cheeks as they eye'd each other quickly, "N-No!" They shouted in unison, "She's just on the team, she's Manhunter's niece."

M'gaan attempted to rid the blush, however; the thought of being with him made the rosy pink color to become even more relevant on her cheeks, "We're just friends, sir..."

"That's a shame, you look a darling little spitfire."

Ben took over the conversation out of embarrassment, "So! What are we in for, Kent?"

"Well, we're up against a powerful force of mystical nature here," he stated calmly as the dial on the elevator continued up into the double-digits.

"Who? the guy who looks like a Houdini rip off? Pretty sure Flash outted him as a fake using future tech to mimic magic," The teen shape-shifter folded his arms as his former mentor smiled.

"Right you are!"

"He is?"

"I am?"

Kent turned towards them, "That Abracadabra is a charlatan, however; Klarion? The boy with the cat? He's an actual Lord of Chaos and one of the most powerful forces of mystic energy known to the Universe."

Ben chuckled, "The kid? With the stupid cat? You're joking, right?"

"Wish I was, kid, entities like Klarion are mortal enemies to Lords of Order like Doctor Fate," The elevator door dinged as they approached the top floor.

"Alright... so what you say we team up one last time? Chromastone and Dr. Fate?"

"We'll see, kid, first we have to get to the helmet before they do."

The doors slid open with a loud ding ringing through the room, they stepped out of the elevator and onto the roof of the Tower where a single object floated ominously, "Klarion is after the Helmet and if he gets his sticky little hands on it he'll turn the entire planet into his personal playground of pandemonium," Kent reached for the Helmet before being blasted in the chest by a crimson beam of mystic energy sending him back into M'gann's arms.

"Mr. Nelson!" She shouted as Ben got between them and stepped forwards, adjusting his wrist-dial slightly.

"Oh, so you stick your attack dog alien on me, huh?" Klarion allowed two bright crimson flames to ignite in the palms of his hands.

...

Kent pulled himself up, using his cane to prop himself up properly, "Certe toto sentio nos in kansate non iam!" He slammed his cane down and a bubble of golden mystic energy engulfed all three of them including the helmet.

"NO!" Klarion shouted enraged, "I want that HELMET!"

Ben looked back and forth between the enemy and the dead man in front of them, tears rolling in his eyes, "The bubble will give you just enough time to do what you have to do…" he trailed off as his pocket watch slowly dropped to his side with a picture of his beloved wife flashing out. His body collapsed to the ground and M'gaan felt his neck and looked up at the torn shape-shifter, shaking her head with tears.

Ben knew what he meant but, he was not ready to be Dr. Fate, not yet; he could handle this without revealing his magic abilities, "You're dead, pal!"

Klarion flashed a sinister smiled, "If you know what's good for you, you'll give me that helmet!"

"Don't worry," Ben's eyes stung as the tears streamed down his cheeks, "I'll put the Helmet right over your gravestone!" Ben dialed up an alien without looking and slammed the Ultimatrix with more force than ever before. In Ben's place stood a seven foot man made completely of purple crystals; He had crystals jutting out of his back and a single one coming from his head resembling a horn, he had only one glowing green eye and his fists glowed with rainbow-cascaded energy similar to Diamondhead's.

"Chromostone? Lucky draw then," Chromostone leaped forwards and sent a blast of energy at Klarion from his palms who laughed in response, "A Guardian Crystalsapien? That's the best that 'Ben Prime' can do? You're out of your league, kid!" Klarion deflected the blast with a crimson shield of chaotic-energy.

"Out of my league? I will kill you, man!" Chromostone fired a barrage of magenta-crystals at his target as he ran around the squared-roof trying to attack from any angle he could; Klarion's eyes turned crimson and he used both hands to form a dome around himself to which the projectiles couldn't pierce.

Finding his assault ineffective, Chromostone slapped the dial and with a bright glow became a six-foot tall humanoid man with large ears and an assortment of green eyes, big and small, all across his body except where they were normally located, "Eye think eye might be able to make this work!" he used two eyes in each palm to spit emerald-flames from hands which begun burning through Klarion's shield.

"Seriously? Who do you think you're fighting, kid!" The demon-boy opened up his shield and fired a beam of crimson lightning at his opponent; Eyeguy combined about ten of his eyes into one single ocular-form on his chest to fire out a blast of emerald energy. The two powers collided with incredible force, shaking the tower's structure from top to bottom, however; Eyeguy was losing and Klarion was clearly not trying. The beam-struggle ended with Eyeguy being hit with chaotic-electricity, shocking him into his normal form.

"Now that that's over, give me the stinkin' helmet!"

Ben struggled to pop open the Ultimatrix dial as he was smoking visibly and on his knees, "One last try..." He slapped the dial and hoped for the best but, wasn't optimistic at the possibility of victory.

"ATOMIX!" He now had a white robotic-body with emerald-trim and large cylinders on his arms, near his wrists, which are full of a neon-radiating energy with dark green bubbles floating around; He sported a pointed armored head and the trademark glowing green eyes.

Klarion gulped nervously but, still kept a confident demeanor, "You think any form in that stupid watch shy of a Celestialsapien has any chance against me? Good luck!" He summoned two largew orbs of raging fire in either hand.

Atomix cracked his knuckles, "You! Demon! You will pay for what you have done here today!" He had a very over-dramatic tone that sounded like a wrestling announcer. Atomix flew towards Klarion who put up a shield of negative-energy and as soon as Atomix's fist connected with the witch-boy's shield a nuclear explosion lit up the roof with enough force to level a city block. The smoke and radiation poured off of them in pools and the only reason M'gaan survived was due to the mystic-bubble that Kent's cane continued to produce even after the sorcerers passing.

Klarion's shield barely stood its ground as it fell apart like broken glass as soon as the smoke cleared, "Jeez, I hurt your grandpa and now your all pissy about it?" Klarion opened a portal and stepped through along with his cat, barely dodging a blast of concentrated nuclear energy.

Klarion appeared next to Kent's shield and formed two massive claws made of orange-flames and attempted to pry it open but, Kent's magic was too strong and it proved useless and the shield was indestructible until the cane completely dispersed. This was a causality that Klarion couldn't wait for or was simply too impatient to wait for, "Damn it! Gimme that helmet girlie!" Klarion shouted at M'gaan within the bubble who's eyes glowed a bright green as tears built in them.

"Don't call me that!" She telekentically pushed him back before lifting him off the ground and into the air with her psychic-energy; Atomix flew up several hundred feet before dropping down and charging all the energy he could into his right fist, he extended it out and aimed for the center of Klarion's exposed chest, "NUCLEAR WINNER!"

A massive emerald explosion erupted outward with a fierce shock-wave blowing against the mystic-bubble still keeping M'gaan and Kent's body safe; the mushroom cloud lifted up into the atmosphere with ash and debris raining down across the park around them. If not for the mystic defenses, both M'gaan and the tower itself would have been vaporized along with a large portion of the city around them.

Still, Klarion stood from the seared stone rooftop with blood dripping down from his eyes and mouth and his breathing was erratic, "Fine! Keep the stupid helmet! Who needs it anyways?"

A portal opened next to Klarion's cat and the it meow'd loudly before jumping through and onto his shoulder, "You're all a bunch of party poopers!" Klarion made a portal for himself and stepped through it narrowly avoiding a green blast of energy from Atomix's palm.

The Ultimatrix symbol on Atomix's chest flashed red and a crimson flash signified it's deactivation for recharging; Ben fell to his knees with tears streaming down his face, he had lost every family member he had known in his own Universe and to honor them, he tried to mourn for the least amount of time his mind and body allowed. He moved on and became a hero again, the first person to care for him in this Universe was now gone, too. It was his fault, all of it was. Kevin was so wrong, if he hadn't found the Omnitrix his life would be boring but at least his family would still be alive. Everything was his fault. Just as Ben was about to have a mental break down he felt a hand on his shoulder. He looked up with his stinging red eyes to see M'gaan standing over him with the most sympathetic look that anyone could ever give.

"I'm so sorry," She muttered as she knelt next to him and placed his head into her shoulder, embracing him tightly. The elevator opened behind them with Wally, Superboy and Artemis standing with pride as an unconscious and tied up Abra-Kadabra fell to the floor in front of them as a drooling mess. They all laughed at their success until they saw their leader crying into M'gaan's shoulder and the body of Kent Nelson lying on the untouched circle in the midst of the scorched floor around them.

"Oh, man," Wally mumbled with sympathy.

...

After an hour or two, Ben had stopped sobbing and stepped up to an empty room with two shelves on each side; one side empty and one side had a few discarded items including but, not limited to a Kobra Cultists Mask, a cybernetic eyeball from Mr. Twister, and Cheshire's mask.

He stared at the wall as he held the Helmet of Fate in-between his arms, "souvenir," he said softly to himself placing the helmet on the shelf next to the other items, reminiscing about all the stories Kent had told about Dr. Fate, wondering if anyone would ever wear it again. M'gaan approached and knocked on the metallic door-frame, "Hey... you ok?" She asked but Ben didn't turn from the helmet.

"Yea, I finally stopped crying; sorry about that."

"Don't apologize, we've all lost someone in our lives..." She sighed and walked close to him taking his hand, "I know you don't say much about your past but, if you want, you could tell me about it?"

"It would be too painful to talk about; I dont even like to think about it..."

M'gaan bit her lip, "Well, i could just look?"

"Huh?"

"I'm telepathic so I could just read your mind; you wouldn't have to think or talk about it at all..."

He thought for a moment about allowing her into his mind, he knew he trusted her and, even more so, he knew he felt something for her; this was his chance to truly bond, show her his past and put all of his card's on the table, "Alright, you can see if you want."

She blushed a bit, putting her hands on either side of his just under his ears, "Okay, you won't feel a thing," she slowly closed the proximity of their faces until she planted her forehead against his; it was warm at first but, soon it cooled down as she reached into his deepst memories and viewed them like a seven-teen year long movie but, at half-a-billion times regular speeds. With her enhanced psychic mind, she was able to process it easily and pick out the most important parts which started mostly around age ten. She saw it all, finding the Omnitrix, the summer with her cousin, fighting villains, giving it all up only to get back in the game five years later, getting the Ultimatrix, beating Daagon, than she saw what really haunted him; Vilgax's assault a year later, the corpses of his family, the death of his two best-friends, losing to Vilgax only barely making it out alive, and then Paradox taking him here. It was seconds on the outside when she pulled back with a tear rolling down her cheek, "I can't believe you went through all of that."

"I tell myself that every night."

She wiped her tear quickly, "No, i meant i cant believe you went through all of that and still came out the other end a hero... most men would lose their minds over less, but you? How do you continue?" she gripped his other hand and pulled it up to her chest.

Ben smiled and remembered what he learned in his first year on this Earth, "Kent told me something when i first got here, just a few days after it all went down; he told me that the best way to live on is to live for them, to live everyday on their behalf so that they didn't die or nothing. Otherwise, i'm spitting on their graves."

M'gaan was silent, unsure of what to say, "I had my very first night of uninterrupted sleep after he said that to me."

"He was a wise man and you, you are the strongest man i know, Ben Tennyson," she flashed him a smile.

"Thanks, i get that a lot," he winked back at her with a smile.

…

Remastered 7/5/18

;)