"Looks like the start of a forest fire." Max said, also turning behind him to observe the rising smoke.

"We better let the ranger station know. Probably some darn camper out there messing around with something he shouldn't." He continued with a frown right before a look of realization emerged on his face.

The same realization was shown on Gwen's face as she turned to Max.

"Ben." Max said worriedly as he rushed into the rust bucket. A few seconds later he emerged once again with a blue box in hand.

Setting it down on the floor, he opened it up, pulling out two fire extinguishers from the box, handing one to Gwen and holding one himself.

"Better take this. Virgil, you stay here. We'll be back soon." Max said as they ran into the forest, not giving him any chance to respond.

Honestly, the boy could care less about that. He was more focused on the fact that he managed to slip up.

'Ben finding the omnitrix means that it's off the table. At least for now.' He thought as he leaned on the rust bucket.

He honestly didn't want to put on the omnitrix himself, that was basically signing a death wish. It broadcasts a signal each time it is in use, making it trackable for whoever had the time and the means.

'It's bonded to his DNA so it's not possible to remove it without killing him. At least not with the level of technology I'm able to make at the moment.'

'Should I kill him? I could store the omnitrix in the inventory so it wouldn't be able to attract attention.' He pondered, his hand twitching in search of his dagger.

"Decisions..." He muttered under his breath as a dagger with a black handle that looked somewhat bent, a skill shaped guard and a curved blade.

He twirled the dagger in his hand idly as he tried to come to a decision.

While the omnitrix sends out a signal that draws attention from those like Vilgax, it is also the same device that would slow him to defeat Vilgax in the future.

Not that Virgil was going to rely on Ben to get the job done. All in all, while he was on the fence about simply killing Ben, he could see the power he would potentially wield to defeat the enemies that would come to earth.

In the end, he let the knife disappear back into the inventory with a sigh. Looking around to observe his surroundings, he walked into the rust bucket after checking to see if the smoke had calmed down a bit, which it had not.

A normal looking watch appeared on his palm as he sat at the table in the RV. He set it on the table as a small toolbox appeared over his waiting hand, also placing that on the table.

'If I'm going to be here alone, I can't waste the opportunity.' He thought as he picked up one of the tools, easily unscrewing the back of the watch.

Unlike what you'd expect to find in a watch, the insides looked high tech and more complicated than a watch should ever be. It looked like it belonged in a sci fi movie rather than a normal time telling tool.

He observed it for a moment before getting to work. He had made backup plans for many situations. This was just one of many such.

With his inability to use mana, he had to compensate with the one thing he could use, Technology.

It was almost an hour before Max, Gwen and what Virgil identified as heatblast walked out of the forest that was burning no longer. Just as he was putting in the finishing touches.

Engineering has leveled up!

It was at times like this that he was grateful for his [Genius Inventor] trait. The skill would have taken much longer to level up had it not been for that.

He put the watch on his wrist, watching in satisfaction as the strap clicked audibly upon being worn.

He let out a small grin of satisfaction. It looked like a normal unassuming watch and was useless at the moment but that would soon change.

Sending his toolbox back to his inventory, he got to his feet and out of the RV. The trio suddenly looked nervous as Virgil stepped out into view.

"Who's your friend?" He asked, playing dumb.

He watched as their faces went through different emotions such as uncertainty and caution but Heatblast spoke up quickly.

"Look, I know you might not believe me but it's me, Ben!" Heatblast said hurriedly with a bit of helplessness.

Max looked in concern as Virgil raised a brow at that, a look that demanded explanation. Though, Max knew that Virgil was aware of the abnormalities of aliens and the such, he couldn't help but be worried.

Gwen was somewhat okay with Ben, seeing as how they're cousin so it barely changed the way she thought about him. Virgil on the other hand, just met them today. He wouldn't be surprised if he was freaked out or afraid of Ben.

To his shock and surprise, Virgil simply looked curious and mildly annoyed.

"This is going to take a while. Why don't we roast some marshmallows while we figure this out." Max offered, still a bit nervous as Virgil nodded.


"And you say that this watch just jumped up and clamped onto your wrist?" Max questioned as Gwen tossed Heatblast a marshmallow, the snack catching fire as he caught it.

The four of them were seated around a small fire created by Heatblast as they roasted marshmallows while having their chat.

"Hey, this time it wasn't my fault." Heatblast defended, throwing the burning marshmallow into his mouth.

"I swear." He added to his defense as the marshmallow got stuck in his mouth.

"I believe you Ben." Max comforted.

"Think he's going to stay a monster forever?" Gwen said, asking the pressing question on her mind.

"He's not a monster. He's an alien." Max answered instinctively as the two turned to look at him, confused.

"I-I mean, look at him. What else could he be?" He added, trying to cover up his impulsive answer.

"Virgil, you've been quiet for quite a while. What do you think about this?" Max asked deflecting, turning to the boy who looked deep in thought at the moment.

"All things considered, it's quite an abnormal situation. I don't particularly have anything to add on." Virgil said after a moment, the three facing him as he spoke.

"But?" Max asked, noticing his wording.

"It does make you wonder. Where did it come from and why is it here?" Virgil laid out for them to think about.

"Good question. I'll-" He was interrupted by the omnitrix on Heatblast's chest beeping red a few times before letting out a blinding light.

By the time they opened their eyes, Ben stood in front of them, completely human.

"Hah! I'm me again!" Ben celebrated as he looked at his body in elation.

"Aw, too bad. I liked you better when you were a walking campfire." Gwen said mockingly as she holds a marshmallow in her hand.

Ben immediately began attempting to rip off the omnitrix from his arm.

"I still can't get this thing off." He said as he continued his attempts.

"Better not fool with it anymore until we know exactly what we're dealing with." Max said as he got to his feet.

"Virgil has a point. We'll go check out that crash site. You two stay here until we get back." He said, pulling out a torch and walking into the forest with Virgil trailing behind him.

The moment they were out of sight and range of hearing, Max suddenly asked.

"So what do you really think about it?" Max asked as the boy held a torch of his own in his hand.

"It's obviously alien in origin. It seems too dangerous a device for for it to just be lying around." Virgil offered like it was the most simple thing out there.

"My thoughts exactly. Ben said it was a shooting star that wasn't actually a shooting star. If it crashed to earth without anybody or some sort of defense mechanism, we can only assume that it didn't come alone." Max agreed, adding in his own thoughts that were closer to the right answer than he would have thought.

Though Virgil knew it was Vilgax, he saw no reason to tell him that. Even less a reason for him to know it was him.

"We can't let them get too involved in this." Max said as Virgil looked at him oddly causing him to nervously rephrase his sentence.

"We can let them get involved any more than they already are." He corrected as Virgil's attention left him.

Max then noticed the new addition to Virgil's wrist. "When did you get a watch?" He asked with furrowed eyes.

With a strange watch appearing from outer space, he was a bit paranoid about the possible appearance of another one.

"I got it as a birthday present last year. It could barely fit on my wrist but now it's no longer a problem." Virgil answered smoothly, alleviating Max's worry.

It didn't take them much time to reach the crash site. They had no problem identifying it either seeing as how it was a large crater in the middle of the forest.

They gave each other a look before Max climbed down the small height down. Virgil simply jumped down with ease as he inspected the large carter.

While inspecting, Max picked up a piece of metal debris.

"I don't like this one little bit." He said as he held it up.

"That's not all." Virgil said as he moved to the side, also inspecting the area. The light of his torch shone over a spot on the ground that seemed a bit scorched.

"This wasn't caused by the forest fire. The pod Ben said he found the watch...it's gone." He noted, walking around and seeing small pieces of the same metal debris that Max had picked up.

"Judging by how the scorch mark looks, it's from something concentrated and or targeted." He added as he tossed the piece to the side.

"Something destroyed that pod and is most likely after that watch." Max concluded, piecing together what Virgil meant.

He had thought about gathering up the pieces of the pod and using them to create something but upon inspection, they were useless.

'You'd think aliens would have more valuable metals.' He thought almost sighing.

"Let's head back." Max said as they climbed out of the crater. As they finally got out of it, a tingle passed Virgil's spine as a screen appeared in front of him.

Skill Created: Danger Sense[1/50]

This allows the user to detect any potential threats in the surrounding area, thus giving the user the opportunity to properly react to them quickly, similar to a sixth sense.

'What?' He thought as his eyes widened.

"Move!" He announced, pushing Max to the side as a red beam struck the ground he previously stood upon.

"What the hell?" Max muttered as he got to his feet, turning to the source of the attack.

A gigantic mechadroid with three robotic legs and blasters under the claws of its hands. The robot seemed to have a somewhat mantis like appearance but that didn't lessen the danger it represented.

"Any idea what that is?" Max asked as they took a step back while the robot set its sight on them.

"How should I know? I'm just as new to this as you are." Virgil answered dryly, lying through his teeth as he jumped back with a flip, dodging a red beam as the robot finally seemed to move.

"If I had to make I guess, I'd say it's what destroyed the pod and is after Ben. This scorch mark is identical to the one down there." He said, referring to the two marks.

The droid began moving forward in a hurried motion as Max finally seemed to wake up.

"Run!" Max announced as they ran into the forest, the robot hot on their trail.

'Something is wrong. This isn't supposed to happen. What changed?' Virgil thought as he moved to the side, dodging another laser beam.

Danger Sense has leveled up!

He ignored the notification of the skill reaching level three. In the short time they'd been running, he analyzed the skill.

It leveled up according to how dangerous, the 'threat' was to him. Though, just because you could sense an attack coming doesn't mean you can react fast enough. The slight burn marks from when the lasers grazed his shirt were proof enough.

Physical conditioning helped a lot in keeping him alive as he was simply an 11 year old. Well, an 11 year that was as strong as an adult bodybuilder and as fast as a competitive runner.

'I need to lose Max.' He thought, activating stealth as he passed a tree that obstructed him from the older man's view.

The man hadn't even registered Virgil's absence, still believing him to be running beside him.

Virgil snuck back as the robot chased after Max, just barely noticing Virgil's disappearance but still chased after Max.

Pulling out a circular object from his inventory, he threw it just as the robotic pursue got closer. It had no chance to react as the object released a violent charge of electricity, stunning it as it halted its motion.

Though he succeeded in stopping it, he had barely done any damage. It was only stunned for a moment before it scanned its environment in search of its attacker.

Virgil in the meantime, circled the the robot with stealth still activated. The moment he was behind it, he darted towards it's turned back. A high tech gun appeared in his hand as he fired at its legs.

With firearm mastery at level 31 he didn't feel confident enough to shoot the head so he went for something he was sure he wouldn't miss.

A blue beam shot out of the gun with a humming sound that alerted the robot but the damage had been done. The fired beam made contact with a metallic joint, blowing it up with a booming sound.

With one leg damaged, it could barely keep itself stable, stumbling as it turned towards Virgil. As it stumbled to the ground, it's claw shot forward to the boy who jumped over it, landing on its forearm as he ran along it's limb.

He stashed the gun back into his inventory to avoid it dropping or anything of the sort as he moved.

Its other claw shot forward to grab him but he flipped over it, landing on its metallic head, using it as a foothold to push himself forward as he landed behind it.

The ground shook as the droid crashed to the ground. He was about to pull out the gun he had stashed back in his inventory when a voice called out to him.

"Virgil! What's going on!?" A familiar voice yelled from behind him as he turned around to see Max coming to a stop.

'Looks like he finally noticed. It's not like I was exactly quiet with this.' He thought as he discarded the thought of bringing out the gun.

He had no intention of exposing his inventory to any of them. He wasn't one for boasting about his combat ability but he wasn't the kind to act weak in front of anyone.

Weak people were treated as burdens and burdens complicate simple decisions.

"It's not going to stay down for long. Let's go!" Virgil said as they took off, not bothering to give an explanation.

The robot fell facing away from them so they had time to make their escape before it would be able to turn around.


"Those were some moves back there." Max commented as they jogged in the forest.

"So that's what he thought you." He added remembering Virgil's none answer to his question about exactly what his father taught him.

"You've got a problem with it?" Virgil asked as they made their way through the almost silent forest, slowing down their pace a bit.

"It's just...I know David said he trained you but I didn't think it was to this extent. I can't imagine how tough it must have been." Max answered with a weird mix of worry and comfort.

"That doesn't exactly matter to me. As long as it keeps me alive, I'll take any training necessary." Virgil said to Max's increasing worry.

'I'll do whatever I need to do, no matter the cost.' He thought coldly, his trait showing itself.

'David, what did you do to him?' Max wondered as he could only shake his head in slight sadness.

It wasn't long before they reached their campsite. The fire was out out and the duo of cousins stood outside the RV looking a bit flustered.

"What happened?" Max asked as they got closer.

Gwen wasted no time explaining what happened, from Ben transforming into wildmutt to him getting attacked in the forest.

"I was worried that you'd get popular with that thing on your wrist and I was right. That's why I asked you not to fool around with it until we know what the heck it is." Max scolded as they were now in the rust bucket.

"Sorry, Grandpa. But at least I figured out how to make it work." Ben apologized solemnly before trying to show the good side to the situation, drawing a look from Gwen and Max.

"All you do is press this button. Then when the ring pops up, just twist it until you see the guy you want to be. Slam it down and BAMMO! You're one of 10 supercool alien dudes!" He explained enthusiastically, a snort of slight irritation coming from Virgil.

'It's not hard to figure that out. There literally only one button on that watch and it took him this long...' He thought, the idea of commuting murder and hiding the watch resurfacing as he pushed it down.

"What?" Ben asked a bit rudely, unaware of the potential danger to his life.

"Don't antagonize me kid." Virgil said absentmindedly as Max and Gwen could only look on.

"What about staying a supercool alien dude and not transforming into plain old pizza face?" Gwen asked, trying to diffuse the situation.

It seemed to work as a look of embarrassment came upon Ben's face.

"I kind of haven't figured that part out yet." He said, looking away as Gwen smirked. Max out a hand to his chin in thought.

"With a device as powerful as that watch clamped on you, my guess is we'd better help you learn fast." He said as Gwen blinked, Ben looking ecstatic as he yelled.

"All right!" He pumped his hands in the air in excitement.

"Mayday! Mayday!" A man's voice came over the radio in a panicked manner.

"Somebody help us! We're under attack by some sort of-I know you're not going to believe me, but… robot!" The man finished as the familiar static of the radio sounded before it cut off.

"Sounds just like those things that attacked me." Ben said as Max and Virgil shared a look.

"And us too." He added.

"They must be looking for the watch. Those people are in trouble because of me!" Ben said in realization as Max raised his brow at that.

"I think I can help them." Ben said, getting off the chair.

"Uh, you? What are you gonna do about it, Tennyson?" Gwen said as Ben's eyes went down to the omnitrix, a grin forming on his face.


Ben, Gwen, and Max all go into the woods for Ben's transformation. Just as they came to a stop, the omnitrix beeped and lit up a green color, showing it's availability for use. Ben looked to Max, who nodded in approval.

"Where's Virgil?" Gwen asked as she looked around.

"Don't worry about that, I'm sure he's fine. He probably went back to the rust bucket." Max answered adding the last part in his mind.

'I hope so.' He thought as Ben touched the button to pop up the dial.

"Yeah." Ben spoke as he turned the dial.

"Eenie, meenie, minie…here goes." He said as stopped on a silhouette of Diamondhead before slamming it down, the watch letting out a blinding light as the transformation began.


Elsewhere, Virgil watched from a distance as Diamondhead rushed into the scene with Max and Gwen behind him.

He was sure they had already noticed his disappearance but that was beside the matter. The giant robot was the exact one that had ambushed him and Max in the forest.

It had managed to somehow repair its leg but the damage to the area around it was still clear as was the dents from when it tumbled to the ground.

He wasn't exactly there to help them defeat it. The robot would serve as a distraction long enough for him to test his invention without the worry of being spotted.

He spotted Gwen and Max coordinating the evacuation, leading people away from the fight. Activating stealth, he snuck towards the direction of the escaping people.

Just as they turned around to escort the others to safety, Virgil, in a show of pure speed and precision, snuck behind the man at the back of the escaping crowd, knocking him out with a chop to the neck.

Just before the man could drop the the ground and draw attention, he pulled him away as fast as possible, disappearing into the forest with nobody being the wiser.

He dragged the man a bit of a distance away to avoid distraction, not carrying about being rough with him. He let the unconscious man sit, leaning on a tree before fiddling with the watch on his wrist.

A blue ray emerged forward from the watch, scanning the unconscious man for a moment before it stopped.

A second passed as the hands of the watch turned before the glass of the watch lit up like a screen, the unconscious man's face showing on the screen.

He pulled the crown by the side of the watch before pushing it back in as he was covered in a dull and low holographic light.

His form had changed as he was now an exact replica of the unconscious man, sans the eye color which was the one thing he couldn't change as he still possessed his usual turquoise eyes as opposed to the man's black ones.

It was nowhere near as bright as the omnitrix which he was very satisfied with. It was a room created for espionage, it wouldn't do if everyone was alerted the moment he used it.

"It works well if I do say so myself." He said out loud, hearing the unfamiliar voice coming from himself.

He had recreated Megamind's holo watch. He had been working on it for three months and he had finally completed and tested it. It was no omnitrix but in his situation and lack of options, it would suffice nicely.

He twisted the dial forward before twisting it back as his appearance fizzed out holographically as he returned to his normal form.

He let out a breath of relief. It was a painstaking three months of finding the correct parts and putting them together in the correct manner to produce results. He wouldn't allow being restricted from using mana to affect his growth.

Activating stealth, he then walked towards a certain direction as he heard the sounds of battle.

'They're still going at it?' He wondered as his eyes found Diamondhead still entangling with the robot, though it now had a claw missing.

It seems to be giving Ben more trouble than he expected.

'Maybe it learnt a bit from our little encounter.' He thought as he saw the robot stretch out its other hand, the blaster shooting a beam at Diamond head who blocked it with his forearms.

Virgil watched him attempt and fail to redirect the beam as it pushed him down to one knee. He pulled out a small trigger from his inventory as he watched the beam push the petrosapian back in slight wonder.

'I'll lend you a hand.' He said, pressing the button on the trigger.

Less than a second later, the arm of the giant robot that was troubling Diamondhead exploded with a loud sound. It's head was next to follow as it exploded even more violently, the shockwave, pushing Ben back a bit as he stumble onto his back.

"It must have burnt out?" Ben tried to guess as all that remained of the robot was its metallic legs that crumbled to the ground.

Virgil watched it all calmly as Ben celebrated along with Gwen and Max.

During his encounter with the robot in the forest, while he ran up its arm, he released numerous tiny bombs on its arm and head. He had planned to blow it up after he got clear of the range of the shockwave but he reconsidered after realizing its usefulness to allow him to perform his test.

You have defeated an opponent!

You have received a skill book!

You have received a skill book!

Rewards have been sent to inventory!

He let a grin grace his features as he pulled out two books from his inventory. He knew he had a 40% chance for loot to be dropped which we why he was happy he was able to get it this time.

Not just one but two.

Who knows when next it would happen. As he touched the first book a prompt came up.

Do you want to learn 'Flash Step'

[Yes[No]

He wasted no time in accepting. Flash step was a purely physical skill which made it just perfect for someone like him.

The book glowed a dull light before disappearing in a low shimmer of gold light. He took out the next book, raising a brow at the skill.

Do you want to learn 'Perception'

[Yes[No]

Though confused, a skill was still a skill and there was no such thing as a useless skill. Upon accepting and the book disappearing, his eyes opened as the knowledge of the skill filtered into his brain.

It was the perfect skill to work in tandem with flash step. Although he would eventually be able to use the Flash Step without experiencing lag in his sense due to the system, Perception would allow him to utilize it in a fight.

Like the name says, it boosts user's perception. Though at low levels it's not too noticeable, at higher levels, it would be a different ball game entirely.

It was like having the sharingan ability without actually having the eyes.

'If I can max out physical conditioning to increase my speed, I can combine it with Perception when fighting.' With his body able to react to what he perceived, he would be someone to be wary of.

The best part about it was the fact that it was a passive skill which meant it was basically always activated.

'Let's have some fun, shall we?' He thought as he began spamming Flash Step around the forest.

He let out a grin as he disappeared from his position.