The Tennysons have arrived at a hotel in New York City. While Max is at the desk, making sure everything's in order, Gwen is just in awe at how luxurious the place is, while Ben is more or less just indifferent.

"Wow, this hotel has everything! Indoor pool, full day spa... it's like paradise." Gwen commented with a smile.

"Now, don't get used to it, it's only for one night." Max reminded.

"Thank lady luck that it's only a night." Ben muttered.

Ben, who was bored, suddenly sees a Sumo Slammers-brand kiosk installed in the built-in mini mall nearby. "Well well, the new Sumo Slammer video game's in there! This I gotta see." Ben walked over to the kiosk, only to be stopped by a guard.

The guard holds his hand out, as if he's waiting to be given something. "Pass?" the guard asks.

Ben fumbled around in his pockets, and chuckled nervously. "Uh, funny story, I must've left it inside last time I was here, I can be a little clumsy. I'm one of the game pros testing out the system, think I could step past, just this once?" Ben asked.

The guard scowled at Ben, causing him to back away. "VIPs only, kid. Scram." The guard sternly told him.

Ben drops the act and slumps back on over to Gwen and Max. He saw them looking at him, as if they were expecting something. "What, is there something on my face?" Ben asked, wiping his face with his hand to check.

"Ben, no sneaking in there. Got it? Being in a hotel like this costs a pretty penny." Max sternly stated.

Ben rolled his eyes. "Wasn't even planning on it, Grandpa. After that whole mess back in Slaterville, I could use some time to relax, and have some me time." Ben remarked.

As Max and Gwen walk away towards the elevator, Ben looks back at the kiosk. He feels that odd feeling telling him to not do it, but then he hears sirens passing by the hotel at a moment's notice. Ben rushes out and looks at several police cruisers, as well as three-to-four heavily armored helicopters chasing a fire red Sedan.

Ben takes a deep breath and primes the Omnitrix. "Looks like I'll be able to entertain myself, after all. It's Hero Time." Ben said to himself, rushing behind a few unoccupied cars before transforming into Shift-Gear and transforming into a vehicle as he sped off to catch up to the crooks and the cops.


The Sedan continues to speed down the road, with armed men firing at the cops. Before anyone could be seriously injured, a black, white, bronze and deep blue police cruiser with flashing green and white lights pulls up with the cruisers, showing the vehicle had the Omnitrix's emblem on the hood, acting as some kind of hood ornament.

"Attention criminal scumbags in the ugly Sedan!" Ben's voice called out, sounding almost gruff and strained. "This is Officer Shift-Gear of the OTF, pull over and you won't be harmed. Do not, and you're gonna get scrapped!" The new cruiser's speakers blared. The cops didn't know who this guy was, but kept firing at the criminals, even if some of the officers had their sight on the unidentified cruiser.

Shift-Gear quickly opened a compartment near his headlights, pointing two sharp grappling hooks, ready to fire. They shot towards the sedan, hooking onto it as Shift-Gear started to hit the brakes and go in reverse, trying to pull the Sedan to a stopping point. The cops managed to take out the tires, rendering the sedan useless as it came to a stop, and the men were then promptly arrested.

One of the cruisers came to a stop, with a thin caucasian man stepping out, wiping his face as he looked over at the strange cruiser. "Well, that was unexpected. Someone oughta see if that Shift-Gear guy wants to join us for a round of victory doughnuts, this was a good night." One of the officers remarked.

Before anyone could approach the cruiser, Shift-Gear sped off from the scene, leaving numerous cops curious as to who just gave them a hand.


By the time Shift-Gear got back from the hotel, he saw Max and Gwen, picking up their stuff as the guard from earlier seems to be saying something.

"And don't you ever come back!" The guard exclaimed, walking back inside the hotel as the two look back at the cruiser, who then transformed into the robotic warrior in disguise, Shift-Gear, who then reverted back into Ben.

Ben spotted his stuff on the ground and raised an eyebrow. "What happened? I left for like, a good few minutes to stop a high speed chase, and I come back to see we got kicked out." Ben asked, genuinely curious as to how this could've occurred.

"I don't want to talk about it. It's none of your business." Gwen snarked, quickly marching off back to the Rust Bucket with a huff.

Ben looked at his grandfather, only to see him look surprisingly disappointed. "Grandpa?" Ben asked.

Max sighed and led Ben back to the Rust Bucket. "We'll talk about it in the morning, sport. Right now, let's try to catch a couple Zs, alright?" Max suggested.

The Tennysons go back to the Rust Bucket and decide to sleep in it for the night. Ben was curious, but he wasn't overtly worried.


Somewhere else, a bridge has shown clear signs of recently acquired damage, but it doesn't seem to be much. Under said bridge, was some kind of make-shift hide out. An old worn out couch was set up, a car battery was being powered up, hooked up to a mini fridge, and there was a small circle with a fire burning in the middle. Aside from how grungy it looked, it was well-set up.

From outside the hangout, a kid, no older than eleven, walks in, covering his face with a dirty orange hoodie. His hands crackle with electrical sparks as he enters the hideout. The kid walks over to the fridge and the battery, placing his hands on both as energy begins to funnel into his body. His body tensed up and flashed with energy, but soon removed his hands, feeling the power course through his body. Yet, beneath the kid's hidden face, he seemed dissatisfied.

The kid sighed, balling his hands into fists. "Not enough juice. It's not gonna be enough for that heist, but whatever..." The kid told himself. He heard footsteps coming his way, and in a panic, he immediately ran to the other side, leaving the scene as he thrust his hand back at the hideout, blasting a couple powerful bolts of energy, which caused pretty severe damage all on its own. The kid kept running, ditching the hoodie as he ran down the street.


The next morning, Max decides to explain what happened back at the hotel after Ben left.

Max sighed and looked over at Gwen, disapproving. Gwen sighed and sat down. "Ben, there was an altercation. Where you were fighting another set of common crooks, we were about to relax. Gwen wanted to check out the spa, and I decided to check it out with her, only to be told that it'd cost five times extra, for whatever reason," Max looked at Gwen, who looked away. "We figured we'd get the family discount, but they told us we needed 3 or more people to get the discount in full. Now, since we couldn't find you, and Gwen was persistent on getting at least one treatment, we ended up being kicked out for, and I quote, 'Disturbing the Peace', all because we wanted to get a cheaper option." Max explained.

Ben raised an eyebrow and while he was confused, he was also pretty curious. "How does a 10-year-old girl and an old man disturb the peace?" Ben asked.

Gwen slumped in her seat in a familiar manner that Ben would've done, had he kept to his more obnoxious attitude. "Gwen, you wanna tell him?" Max asked.

Gwen groaned and sighed. "I broke someone's nose." Gwen stated.

Ben was wide-eyed, blinking slowly as he processed the words his cousin said. He looked back at Max, only for him to look at the floor. "For context, we tried getting our refund back. It didn't go as well as we had hoped. We ended up getting into a fight or two with a man and his daughter, and it went as well as you'd expect. Gwen managed to break the girl's nose, then we got banned and thrown out. Needless to say, I'm not getting my money back, and Gwen is grounded for the next week." Max explained.

Ben rubbed the bridge of his nose and looked back and forth between his cousin, and his grandfather. "I was gone for a few minutes, and when we get kicked out of a hotel, I'm kinda mad I wasn't here to lend a hand, but wow..." Ben sat stiff in his seat, letting the idea sink in.

Ben was silent for a good few minutes, only to sigh. "I'll be honest, I feel like you'd expect something like that to come from me, but Gwen? I mean she willingly doused a Limax version of you back at the village, that seemed like some form of catharsis," Ben didn't seem impressed by Gwen's actions, but he did have a new-found respect for his cousin. If anything, Ben felt as if the world was like, backwards. "But wow... picking fights and getting us kicked out? When did I suddenly become the normal one between us? Me, the normal one, and I can turn into aliens!" Ben remarked.

Max sighed and got up. "I'm gonna go back in there, and try one more time to get some of my money back. Ben, keep an eye on your cousin while I do this." Max stated.

Gwen was absolutely floored, but she just laid back in her seat, saddened and uncertain. Max walked out of the Rust Bucket and back to the hotel, while the two kids essentially didn't know what to do. Usually, Gwen would go on her laptop and surf the web, but since she was grounded, she was limited. Ben, was bored out of his skull, and if he had to sit in this RV, just waiting on his grandpa, his cousin might get bored too. Besides, at least he did the right thing helping out the cops last night, but he wanted to have some fun without abusing his powers.

Ben looked out the window and simply decided to get a bit more fresh air, fresh being the relative term, considering this was New York City. "Hey, where are you going? Grandpa's gonna be back any moment." Gwen asked.

Ben looked back. "I'm going out to have some fun, you're more than welcome to join me, I'm not gonna stop you. Anything's better than just sitting in the RV feeling sorry for yourself. What happened has happened, and there's nothing we can do to change that. Might as well have fun before it's too late." Ben stated, pocketing some spare spending money as he walked out.

Gwen weighed her options. On one hand, she wanted to stay in the RV and just deal with her punishment. And yet, on the other hand, she never really stepped out of her comfort zone before, not since Ben found the Omnitrix. She's fought mutant animals, alien shapeshifters that eat old people, and villainous poachers. Gwen could've stayed in the RV and accept the fact that she was grounded, but she had barely anything to do without her laptop, other than sleep.

In the end, with Ben just a little bit of a distance away, Gwen collapsed and ran out of the RV, going after Ben. As much as she didn't want to admit, her cousin was right. Anything else was better than just feeling sorry for herself.


After awhile of walking, with no real sign of anywhere to go, Gwen decides to try and strike up a conversation. "So, got anything to share about your powers? What's it like to know that you essentially have a powerful alien artifact on your wrist right now?" Gwen asked.

Ben raised an eyebrow at the question, but surprisingly enough, even to him, he had an answer. "In my own opinion, it seems a bit much. To think this weird watch, this bulky eyesore, is the key to an epic battle... kinda lays on the pressure a bit too thick, if you ask me." Ben explained.

Gwen looked at the Omnitrix, then back at her cousin. "Any other opinions on it?" Gwen asked.

Ben thought for a moment, then let the words speak for themselves. "All my life, I wanted to help people, to stand up for the little guy when no one else would, and with the Omnitrix, I can do that, I at least have the power to take it up a notch," Ben primed the Omnitrix and cycled through his transformations, showing off their icons one-by-one. "All that power, and I know what I want to do with it... what I need to do with it, to be more accurate. I just need to refine my approach," Ben stopped cycling through his transformations and let the watch go inactive. "But, I can do that any other day. Right now though, I just want to relax, and the best way I know how to, is with video games." Ben explained.

"Good thing New York still has an arcade." Gwen said, pointing towards a huge neon sign that read 'Total Zone'. Ben and Gwen walked inside, followed by another person, who seemed to be hiding his identity under a trilby and within a trench coat.

Inside, Ben and Gwen see many people their age playing on arcade machines. Ben boots up a baseball-batting game. As the digital pitcher throws the ball, the screen immediately flashes 'Game Over'.

"'Game Over'? It just started!" Ben looks over his shoulder, noticing a nearby employee. "This thing ate my tokens!" Ben complained.

The employee looks over at Ben, seeming very uninterested. "Read the sign, kid. It says 'play at your own risk'...?" The employee points to a sign with those exact words, then walks away without a care.

Gwen walks over to the same machine that ate Ben's tokens, and could easily see the issue. "Bootlegs, they're absolute garbage, especially for arcades since they just eat tokens." Gwen acknowledges.

Ben sulked and scowled. "Scammed by a video game, I've hit a low I've never reached before." Ben remarked.

"You're right, Red. The games here do stink," a voice chimes in. Ben and Gwen turn around, noticing a kid standing nearby. "None of them are even half as good as the greatest games." The kid stated.

The kid looked to be around eleven, and was a thin and scrawny boy with shoulder-length black hair, pale skin, and dark brown eyes with black-discolored marks around them. He wore a torn dark gray T-shirt, black armbands, dark blue cargo shorts, black boots, and a padlock necklace with a blue wire holding it around his neck. The padlock had a number 11 engraved into it.

Ben smiled. "Ain't that the truth, but they're not as bad as that worker's breath! MAJOR case of 'sewer mouth'!" Ben joked.

The kid laughs, almost like he hadn't heard a good joke in a while. "Oh man, you're funny! Here, you owe me one for this." The kid puts his hand on a machine. Electricity shoots out from his hand and the machine spews up a mountain of gold tokens. "From rags to riches, boys and girls!" The boy stated proudly.

Ben and Gwen watched the tokens flood out, amazed by how many there were. Ben begins to indulge himself with tokens, while Gwen just simply stared at the new kid. "That was... amazing! H-How'd you do that?!" Gwen asked.

Ben saw the kid's hands briefly, seeing flickers of electrical sparks surrounding his hands. "I saw electricity come out of your hand. You have super powers, too?" Ben asked, simply amazed. Ben has fought some strange things before, but he's finally encountered someone, around his age, who has super powers.

The kid smiled, leaning up against the machine as several younger kids partook in the mountain of tokens. "Yeah, I guess I got some skills, no big deal," The kid took a moment to register what Ben had said, and soon enough, the ideas were coming to him. "Wait... you have powers too?!" The kid exclaimed. For a moment, the kid looked around and smiled at Ben. "Can you show me?" The kid asked, lighting up like a kid on Christmas morning.

Ben smiled, but then decided to try and play things cool. "Maybe once we introduce ourselves properly. I'm Ben, and this doofus is my cousin, Gwen." Ben introduced. Gwen smiled sheepishly and waved.

The kid smiled and waved back. "Nice to meet. I'm Ke...vin..." Kevin could barely get his name out as his complexion somehow got even more pale. His calm attitude changed into worry. Behind Ben and Gwen were a couple thuggish kids walking up behind them.

Ben noticed the change in Kevin's demeanor. Ben looked at Kevin's hands, seeing them shake. "Hey, you okay, Kevin? You don't look so hot." Ben asked. He cautiously reached out, only for Kevin to immediately back away.

Kevin tried to keep himself composed, but he was clearly failing. "I'm good. Sorry, but I gotta bail." Kevin got up and then began to go into another direction, leaving Gwen and Ben curious about what that was about.

Ben seemed curious, but now Kevin had his attention. "Nice guy, seems a bit skittish, though. We should go help him." Ben suggested.

Gwen gave her cousin a deadpanned look. "He seemed fine to me, Ben. Plus, it's probably not our call to get up in his business, anyway." Gwen countered.

The two thuggish kids walk forward, bumping Ben and Gwen aside. As they follow Kevin, a half-bald kid and a strong-armed kid block Kevin's way. Kevin seems surprised to see them, but they seem a bit too excited to have Kevin cornered.

"H-Hey, Balder and Neight, long time no see." Kevin responded nervously, a hint of hesitation in his voice as he tried to put on a smile.

The bald thug, appropriately named Balder, cracked his knuckles and smirked. "Yeah, it has been too long, freak. Where you going?! Home to recharge your batteries?" Balder remarked.

Kevin backed away, until Neight, the taller strong-armed kid, appeared behind him. "So, how's the hangout? Still trashed like I left it for you?" Kevin asked with a wry and hesitated grin.

"Yeah, and you're gonna pay! You can't take us all alone, freak!" Neight stated.

Kevin backs up; the two thuggish kids behind him each grab one of his arms. Ben knows he can't stand here and watch whatever's about to happen. Ben grits his teeth, steps up and composes himself, putting his game face on as he hovers his hand over the Omnitrix. Gwen, on the other hand, ducks behind the arcade machines.

Kevin looks over at Ben, wondering just what exactly he's about to do. Ben looks in his direction, smiling. "Good thing he's not alone!" Ben stated.

The thuggish kids just laugh while Gwen just stays on the sidelines, watching from a distance. the strong armed kid, Neight, approached Ben with a confident grin. Kevin, was just confused on why Ben was helping him, until he remembered that Ben did imply that he had powers too.

Ben primed the Omnitrix and twisted the dial to the alien he wanted. He watched the core pop up, and pushed it back down, enveloping himself in a flash of green light.

Within the void, Ben's body began to change. A white furry hair-like substance grew over his body. His brown hair suddenly became much more wild, yet much easier to tame. It changed into a dark desaturated cyan-blue color. Ben's arms and legs changed to be more equine, and his face stretched out into a muzzle. A wild yet incredible tail of dark desaturated cyan-blue hair grew from Ben's tailbone as a pair of wings sprouted from the sides of his back. His eyes shined a bright green as a bulky neck-like accessory formed, with the Omnitrix's badge being in the center of it. It reared up on its hindlegs, striking a pose as it flapped its wings.

As the flash of light died down, Ben was replaced by Bravefeather. The punks were astonished and shocked by what they witnessed, but steadied themselves. Clearly, they had no idea what kind of beatdown was waiting for them.

Balder was the first to respond, and he wasn't all that impressed. "I think you got the wrong place, man. This is a fight, not some kids show teaching friendship or some other kind of crap!" Balder remarked.

Bravefeather just smirked, unnerving Balder. "Just because I look like a pretty pony, doesn't mean I act like a pretty pony," Bravefeather stamped his hooves onto the ground and leered at the thugs. "I've got some skills too, punk. Lemme show ya how I stampede over jerks like you!" Bravefeather exclaimed.

Bravefeather speeds over to them and spins around, creating a sparking tornado that lifts Neight up. He shrieks. Bravefeather stops flying and bucks him away as he falls back down. Bravefeather disappears as he flies in a direction.

Balder got up and rubbed his head, noticing that the strange pony thing was gone. "W-What the-!? Where'd he go-?" Balder questioned.

A whistle catches their attention. Kevin and the two holding him turn around. Balder disappeared behind them. Another is picked off and they are all rushed over to where Neight fell.

As the last kid lets go of Kevin and backs up, Bravefeather appears behind him and smirks. "You want a friendship lesson? How's this sound. Revenge is a pointless and very dangerous endeavor, and being angry about not getting revenge will only make you live a shorter, unfulfilled life." Bravefeather iterated.

The kid and Kevin both looked confused, and bravefeather just frowned, slamming his hoof into his face. Bravefeather sighed and turned his back to the kid. "In simpler terms," Bravefeather reared his hindlegs and smirked. "Get a life and get over yourself!" The pegasus then slammed his back-legs into the kid, sending him flying into an air hockey table.

Bravefeather waves to Kevin and zooms away. Kevin smiles, and for a moment, feels a sense of satisfaction. Kevin turns towards where Gwen was, only to see her waving, slowly backing away as she chases after the pegasus.


Some time later, outside the arcade, Ben and Gwen are discussing what occurred.

"I can't believe you went alien! I'm not gonna say they didn't deserve it, but you could've been a little more gentle, don't you think?" Gwen states.

Ben sighs. "I could've, but most people don't learn the easy way, and I doubt talking with them would've worked, they were already looking for a fight. But, I guess I could've held back a little bit." Ben admits.

Soon thereafter, Kevin joins the pair, seeming almost thrilled. "Hey, Ben right?" Ben nodded. "That was the most insane, yet most kick-ass thing I've ever seen! That was awesome! How did you do that, man?!" Kevin was excited. It was quite the surprise to the pair, but at least he wasn't freaking out. "Seriously, that was badass! Never did I think some pretty pastel pony could kick so much ass, until now!" Kevin commented, impressed with Ben's alien capabilities.

Ben smiled and pat Kevin's shoulder. "It's a specific set of skills that I have, I'd love to show you them, but I don't want my grandpa to flip his lid knowing Gwen's not at the RV. Tell you what, name a place and time, and I'll try to find ya, we'll hang for a bit. Whaddya say?" Ben offered.

Gwen was a bit uncertain. Kevin seemed unfazed by the fact that a guy turned into a pegasus, and saved him from a serious beating. He seemed like an alright guy, but she felt as if he was hiding something. "Ben, are you sure about this? I should go with you, just in case." Gwen protested.

Kevin took out a small piece of paper and wrote something on it, handing it to Ben. "Meet me there later, and I don't mind if Red here comes with you, more the merrier. Been a while since someone wanted to hang with me." Kevin said.

Ben looked at the paper, then back at Kevin, then his cousin. Ben sighed and pocketed the paper. "As fun as that would be, Gwen should get back to the RV. Grandpa is probably looking for you, or me. Let's be honest, it's likely he's looking for both of us." Ben stated.

Gwen tried to protest, but she knew in the end she'd have to go back to the RV, sooner or later. "Okay, I'll go back. Don't be out too long, and don't get into trouble," Gwen pulled Ben in for a hug and whispered into his ear. "I'll try to reassure Grandpa on what you're doing, and this is the only time I'm covering for you. If this backfires, you're on your own." Gwen let her cousin go, and ran back to the Rust Bucket.

Ben and Kevin look at each other and nod, walking the other way. "Huh, tough cousin you got there. Well, since I'm stuck with you, Ben, wanna get a tour of New York? Sights to see and all that jazz." Kevin offered.

Ben nodded. "Sure, and don't mind my cousin. She's used to following the rules, and I'm trying to get used to balancing my freedom with the responsibility I have over my powers. Besides, it's not like we're gonna get anyone killed." Ben remarked, walking alongside Kevin.


As Gwen got back to the Rustbucket, she could see Max sitting inside, waiting. He didn't seem too happy. She walked inside, and Max looked at her.

Gwen smiled nervously. "Hi grandpa," Max did not look amused. Gwen sighed. "I'm sorry for leaving the RV. Ben and I just went down to this arcade to waste a little time." Gwen said.

Max's angered expression lessened, but not by much. He got up and hugged Gwen. "I'm just glad you're okay. Ben isn't with you, can you explain why?" Max asked.

Gwen sighed. "Ben decided to go around town with a new friend he made for a tour. He seemed very punk-ish, but I think he's pretty cool, on first glance." Gwen explained.

Max didn't say a word, but Gwen could tell that her grandfather's mind was trying to remember something. When Max noticed Gwen staring, he coughed into his hand and took a deep breath. "Well, I guess we better find him, then. It could freak people out if they discover that aliens exist." Max said.

Max was about to go over to the wheel, till he saw Gwen's eye twitch. Max looked over at Gwen for a moment, and her eye twitched again. "Gwendolyn, is there something you forgot to tell me?" Max asked in a stern tone.

Gwen seemed very nervous, she was sweating a lot. "A-About that, grandpa..." Gwen started.


Back with Ben and Kevin, the boys walked through the streets, passing through the crowds as they looked at numerous sights, but Ben was more or less curious about Kevin, and the same could be said in vice-versa.

"So, how'd you get your powers? Are they of alien origin? Are you a mutant? Are you just naturally gifted?" Ben asked.

Kevin snickers at Ben's questions, mainly the way their phrased. "All good theories, but I'm teetering more between the first two options. I was born with my powers, that's easier to say. I'm like an energy sponge. Motors, air conditioners, lights, batteries, whatever! Soak it up, then dish it out when I have to," Kevin let a trail of electricity travel up through his fingers. "Or want to." Kevin explained.

Ben watched Kevin manipulate the small trail of electricity in awe. "That's pretty cool. You know, I think you and me could make the perfect team. Your powers combined with my shapeshifting, we'd be like, the ultimate superheroes!" Ben commented.

That caught Kevin's attention, and he just looked at Ben as he kept talking, while Kevin was reminiscing. Flashing images of fires, screaming, crying, and the moonlit sky flashed in Kevin's mind, and it left him zoning out, all while Ben continued to talk.

'Superheroes? This guy wants to use his power to save people, even the crumby ones? Can't say I don't hate the idea, but being a hero was never a strong-suit for me, I was no good at it... not after what happened,' Kevin looked at Ben, seeing him smile and talk about the idea of being heroes. Kevin seemed uncertain. 'Do I really want to go through with that plan? Do I really want to drag someone down with me, just to prove a point? This might put a wrench in my plan, but maybe I can try to persuade him to change.' Kevin thought to himself.

Kevin cleared his throat and got Ben's attention. "Hey, I got an idea! Come on! I'll show you where I live!" Kevin said.


The boys arrive at an abandoned subway station. A few TV and game consoles sit on the floor, an ATM sits next to the abandoned ticket booth, and a tattered Sumo Slammers poster hangs on the wall. Ben was prepared to see a house, or an apartment, but this was... sad.

Ben carefully walked around, taking note of the strange stuff littered around the place. "You live here? In an abandoned subway station?" Ben questioned, seeming saddened by the state of the place.

Kevin noticed Ben's demeanor, seeming sad, almost concerned. 'Huh, I guess he's never been in a subway before.' Kevin stands proudly. "Heck yeah, and I live here by myself!" Kevin said, proudly posing.

Ben looked at Kevin. Ben felt as if he wanted to say something, but didn't want to be rude. "It's... not terrible," Kevin smiled as he heard that. "But, what about to your family?" That tripped Kevin up, causing to lose balance in his pose. "Don't you miss them, don't they miss you?" Ben solemnly asked.

Ben could tell Kevin felt a certain type of way after hearing that. Kevin didn't say anything, at first, but after a good few solid minutes of silence, Kevin spoke. "I don't need 'em, and they never needed me. Simple as that, but that just means I don't answer to nobody... a-and no one has to fight me, just to prove a point." Kevin explained.

It was clear by how he was picking his words, he was hiding something, but there was some semblance of truth in his excuse. Ben decided to just put a pin in the conversation later. 'Maybe if I get friendlier, he'll tell me more.' Ben thought. He cleared his throat and sighed. "Lets change the subject, why was that gang after you, back at the Total Zone?" Ben asked.

Kevin's mood seemed to change on the dime as he now seemed happy, if not a bit embarrassed. "Well, to keep it a buck-fifty with you, I kinda trashed their hangout under the 39th Street bridge." Kevin stated.

Ben couldn't help but be confused. "Why? Don't tell me it wasn't for no reason." Ben asked.

Kevin chuckled. "Relax, Benji-Boy, it was all on-purpose, and... I had a score to settle." He stated.

Ben looked Kevin in the eyes. While his smile never faltered, he did seem to get the picture that he was being probed for information. 'If it were anyone else, I'd have roasted their butts medium rare for trying to get info out of me,' Kevin looked at Ben and couldn't help but feel at ease. 'But, he did save my bacon back at the zone. He easily could've walked away, yet he stayed to help. Why?' Kevin thought.

Ben lightened up and pat Kevin's back. "Hey, if you don't want to tell me the full truth, then that's fine. Maybe when you're more comfortable, we can talk this out. Alright?" Ben remarked.

Kevin nodded and sighed. "So, what about you? The way you talked about your grandpa back at the zone, you made it seem like he's some kind of angry cop, or something. Care to spill the tea?" Kevin asked.

Ben looked around the subway, and almost seemed as if he was trying to listen for anything. Before Kevin knew what happened next, Ben pulled him close and whispered in his ear. "I don't think I can tell you, not on my own. If we can get my cousin, Gwen, with us and convince her to help me explain, can you keep a secret or two?" Ben asked quietly.

Kevin had no idea what Ben was going on about, but he figured it had something to do with his powers. Since Ben didn't judge him for his powers, why should he? Kevin thought for a moment, then came to a concrete answer. "Sure, I got your back." Kevin stated.

Ben nodded, and the two made their way out of the subway, running down the street as Kevin follows Ben's lead.


Reaching the halfway point between the abandoned subway and the Total Zone, a question escapes Kevin's lips. "Hey, if you don't mind me asking, what do you do with your powers, man?" Kevin asked.

Ben was confused by the question, but decided to give an honest response. "I help people and save lives. I do what's right." Ben answered shortly.

Ben knew that wasn't the answer Kevin wanted, so Kevin got specific. "I mean, what do you do with your powers, besides that? Don't you ever use your powers for yourself? With how many good things you do, surely you earned one day to use your powers like how you want to, right?" Kevin asked.

Ben stopped in his tracks and looked back at Kevin, seeming eerily uncomfortable. "Like, why else would you use your powers, if not to have a little fun when being some big-time superhero?" Kevin asked.

Ben sighed and looked at Kevin, who leaned against a streetlight. "Kevin, believe me when I say this, I have had moments when I wanted to do such a thing, but I felt as if it wasn't right to just do something so... juvenile," Ben could feel as if that strange sickening feeling in his gut had returned, almost ten-fold. "When I think about misusing my powers, or doing something a hero wouldn't do, I feel a weird sensation within me. I thought, at first, it was something to do with Bravefeather, the pegasus that saved your butt back at the zone... but, I feel as if it's something else. My grandpa thinks it's just me growing up, but how do I know for sure? I hadn't felt this feeling since this summer started. It never happened before, so why is it happening now? I still don't know." Ben explained, a layer of uncertainty imbued with every word.

Kevin didn't have anything to say. If anything, the confusion, and the weirdest sense of Deja-Vu just kinda pulsed through him. Kevin reminisced on memories. The screaming, the burning, the crying, the outcries, the outbursts, someone calling his name as he fled, the moonlight shining down on him, like some kind of divine beacon. Kevin felt as if his stomach was in knots. The pain was unlike anything he had felt before, and fell to his knees.

Ben had stopped talking and noticed Kevin's reaction, and knelt down to try and help. "Kevin? Are you okay, do you need-" Before Ben could finish his question, he heard something from the boy. It was quiet, low, but still audible. It sounded like a mix between a groan, and a whimper. Ben slowly backed away, but still stayed near Kevin, ready to help however he can. Kevin raised his face, allowing it to be seen. Kevin's eyes glowed blue with bits of crackling energy spreading around him, all while noticeable tears streamed down his face.

Kevin gritted his teeth, looking as if he was in the worst pain of his life, and he looked at Ben, almost expecting him to just run away. "Ben... It... HR-RRrrghh!" Kevin's voice warped, waving and buzzing like electricity trapped in a container. He held his stomach, feeling as if his stomach was tearing itself apart. More electricity crackled around Kevin, but instead of running, Ben sat right by his side and hugged him. 'Either he's brave, stupid, or both... why isn't he running from me? Can't he turn into that pegasus guy and prepare himself or something!? And why is this hurting so much!? It didn't hurt like this before!' Kevin thought to himself, panicking.

Ben didn't let go of Kevin. Ben himself wasn't sure as to why he wasn't running, or transforming into any of his aliens, but he felt that sickening feeling within him rising. It hurt like hell, almost as if something was trying to escape by bursting out of him. Yet, he refused to let go. Down the road, the Rust Bucket comes to a stop, with Gwen and Max looking shocked, astonished and very concerned for the situation.

"R-RRgghh... Ben, get off me! T-This isn't... getting any easier!" Kevin's body was pulsating, energy spewing outwards as he tries to fight the pain. Ben, on the other hand, just tightened his hold on Kevin. "Didn't you hear me!? Get off me... and get back!" Kevin warned.

Ben gritted his teeth and while keeping his hold on Kevin, he managed to prime the Omnitrix and push it down, unsure of whatever alien he chose. In a flash of green light, Kevin was lifted off the ground, and Ben was replaced by Rocks, who kept a tight grip on Kevin. Soon enough, Max pulled Gwen to an alleyway, only for a powerful blue explosion of light to suddenly be expunged from Kevin's very being. Before anything else happened, Rocks looked down at Kevin, who was now, for the moment, unconscious.

Max and Gwen came out of the alley, seeing Rocks hold an unconscious boy in his arms, looking worried and concerned. Max pulled a rag from his pocket and wiped his forehead, sighing as he felt a sense of existential dread, and stress. "Ben, I'm going to ask you this once, and only once. What the hell is going on?" Max asked sternly.

Rocks said nothing, and instead walked to the Rust Bucket, setting Kevin's unconscious body in one of the booths.


Underneath the 39th Street bridge, Balder, Neight, as well as two new faces are circled around a table with what look like blueprints. The first new face was a short mixed skinned guy with buck teeth, and very nice looking, if not incredibly snobby clothes. The second new face was a woman, somewhere in her very early twenties. She towered above the three guys, her skin was pale, paler than what pale could be. She was also packing some serious muscle.

Balder cracked his neck and put a finger down on what looks like a railroad sketch. "Alright, so we got the plan, we got the people, and we got the escape route covered, right?" Balder asked, turning to the three by his side. They nodded, agreeing that everything was in place. Balder smirked. "Good. Time to get an instant jackpot." Balder states.


After a couple hours of driving, the Rust Bucket stops at a small and cheap hotel in Queens. The Tennysons, along with a conscious, but very confused and exhausted Kevin get a room and try to lay low.

Kevin slumps on a bed while Max, Gwen and Ben seem to be discussing what all happened in the last few hours. Max paced around the room, looking more stressed than he has in a long while. "Benjamin, of all the stunts you've pulled, this has got to be the worse than all of them combined!" Max balled his hands into fists and gritted his teeth. Ben and Gwen looked at each other, both of them obviously worried. "It's bad enough that you got too popular with the Omnitrix, now this is happening!" Max gestured to the exhausted Kevin who was unsure how to respond.

Ben sighed. "Grandpa, I'm sorry. Believe it or not, we were trying to get back to you guys. Then Kevin started asking me questions, then he suddenly felt sick. I was just trying to-"

"You remind me of someone, old timer. Don't know if you remind me of my dad, or a friend he used to have." Kevin wondered, cutting Ben off. Kevin got up from the bed and walked towards Max. Kevin raised an eyebrow and walked around the older man, eyeing him up as if he was looking for something familiar. Something did seem familiar about the old man, but for some odd reason, Kevin couldn't put his finger on as to why.

Max, by this point, has reached a breaking point. From his grandson receiving alien powers, being hunted down and attacked, putting himself in harm's way, this was the exact opposite of what Max wanted to do for the summer. 'This was supposed to be a fun summer, not some super-powered joy ride. These kids are in over their heads, and something has to be done.' Max thought.

Before another thought could be processed, or another word could be said, the sounds of sirens and helicopters passing by echoed from outside. Judging by the unexplainable noise they were making, they were on overtime tonight. The Tennysons, plus Kevin, looked at each other and ran outside, noticing a literal traffic jam, consisting of SWAT team personnel and police officers.

Ben looks at Max and takes a deep breath. "I can actually guarantee, this wasn't our fault." Ben stated.

Kevin looked out at where all the cops were going, and judging by the directional trajectory of the helicopters, there was only two places that came to his mind. "Either the subway has a bomb in it, or a shipping facility on the other side of the district is getting robbed, and the silent alarm just went off. They'd be going somewhere that's worth the call." Kevin suggested.

Max looked at Kevin, raising an eyebrow at his logic. "And how would you know that?" Max asked sternly.

Kevin sighed. "I used to do some hero work myself, but most people called me freak because of it. That was a few years back, though. Since then, I gave up on the whole hero thing and let the cops handle it. On the rare occasion, I was the one stirring up trouble." Kevin explained.

Ben wondered about Kevin's questioning, and an answer came to him. "That's why your parents aren't around, right? Something happened one day, and the whole thing went wrong. That's why you stopped being a hero?" Ben assumed.

Kevin seemed uncomfortable, but noticed that the helicopters were getting more abundant in the sky. He looked back at Ben and sighed. "You could say that's part of the reason why, but I think this may be more than a simple tripped alarm," Kevin pointed upwards. The Tennysons noticed the higher abundance in helicopters, and it definitely seemed concerning. "Whatever's going on, it's big. Usually you wouldn't need all these cops unless you were dealing with something you didn't understand, much like that big green ball of issues that rolled through here some time ago." Kevin explained.

"Then we need to scope out the scene, get the full picture. Look," Max points to the road, which was getting clearer and clearer as the cops and SWAT passed by. "The road's clear. Let's see if we can't get there first." Max stated.

"The whole boulevard's gonna be blocked off with cops and helicopters, how are we gonna get there first?" Ben questioned.

Kevin nudged Ben's arm, smiling. "I know a short-cut, of sorts." Kevin remarked.

Max and the kids loaded into the RV, and drove in the opposite direction. Whatever the plan was, one can only hope it worked out like they suspected it will.


Back at Kevin's less than desirable abandoned subway home, Kevin leads the Tennysons downward and show them the tunnels. They were open, but unused. "I'm surprised there's no traffic down here." Gwen remarked.

Kevin smiled. "I didn't say they were abandoned for nothing. The tracks in this specific part of the subway, the metal is too weak for the trains to move along, and combined with the years worth of rust they developed, stuff's like tissue paper." Kevin explained.

Ben looked around, noticing his stuff. The poster was torn up, more so than it was before. The TVs and consoles were busted to pieces, practically beyond fixing by normal standards. The ATM was ripped open, as was the safe within it. Ben knew Kevin was living down here awhile, but his stuff wasn't like this when they left. "Hey Kevin? I think someone found out where you lived." Ben called out.

Confused, Kevin walks over, only to be shocked, and upset by the sight of his stuff. Kevin grits his teeth and electricity crackles around his hand. "Can't have shit in New York!" Kevin yelled out, his voice echoing across the tunnels. "Had to be Balder and his gang. I'll deal with them later, but for now, let's take care of business." Kevin stated.

Ben looked at the torn-up poster, then thought back to the gold sumo slammer card. Before Ben knew it, the Omnitrix had cycled to Bravefeather's icon, and as Ben focused, he transformed into the pegasus. Kevin and Gwen hopped on his back, while he carried Max by his front legs.


The quartet soared through the tunnels, finally making their way to the main railway. As Bravefeather set Max on the ground, Gwen and Kevin hopped off as the Omnitrix began to flash red and beep, returning Ben back to his normal form.

The quartet walked forward and would eventually come upon a station, with two sets of tracks on the floor. They notice four individuals, and several police officers and SWAT members on the ground, unmoving.

Balder and Neight focused on whatever they were focusing on, while the shorter male had his eyes glued to the tablet in his hands. The taller woman switched the tracks and snapped off the lever, tossing it aside.

The four of them crouched down. "What are they doing?" Gwen asked.

Kevin was silent. He felt that odd feeling in the pit of his stomach. It hurt, but he knew he had to do something, or say something. "A money train loaded with cash comes down this track, so when it crashes into the incoming passenger train? Boom!" Kevin used his hands to imitate an explosion. "For Balder and his goons, it's an instant jackpot. For the people on the train, it's a death sentence." Kevin explained.

Kevin felt the pain fade, but tried to remain calm. Max was going to make sure that never happened, Gwen was onboard with helping either way. But Ben, he was shocked, disgusted even. This gang was gonna get innocent people killed, all for just some stupid pieces of paper. Kevin looked at Ben, who had a burning fury in his eyes.

Ben got up and walked forward. Max, Gwen and Kevin followed suite. "I think it's time for you kids to go home, before you get yourselves in more trouble." Max called out.

Balder and the others looked at the quartet staring them down. "Oh look, Kevin and his pony pal are back again. What, you here to hijack our heist?" Balder taunted. They didn't say a word, but they were ready to fight. Balder groaned and turned towards the tall woman. "Road Rage, make roadkill out of them!" Balder commanded.

The woman, nicknamed Road Rage, sneered and walked over to the four, cracking her knuckles. Max stepped forward and did the same. "You kids take care of the other three, I got this one." Max remarked grimly.

Road Rage smirked and immediately began to throw punches at Max, only for Max to dodge and counter the attacks and kick Road Rage to the ground. She didn't stay on the ground for long as she began to wrestle with Max, struggling a bit as the old man tossed her back.

Kevin smirked and pat Ben and Gwen's backs. "Your grandpa's got some moves. Wanna show him what we can do?" Kevin asked.

Ben nodded, scowling at the thugs. "Gwen, you deal with the one with Buck-teeth. Me and Kevin got Balder and Neight." Ben stated. Ben noticed the Omnitrix was still red, but he wasn't gonna rely on his aliens this time.

Kevin climbed up and taunted Neight to come his way. Much like a fish, he took the bait and climbed up off the tracks, trying to fight Kevin head-on. Gwen managed to duck away from Balder as Ben jumped on his back, punching him in the side and slamming his head into Balder's. Gwen kicked the buck-toothed male over and snatched the tablet out of his hands, noticing that they were keeping an eye on the trains.

The estimated crash time was fifteen-minutes, and counting down.

Gwen went wide eyed and tried to warn the others, only for the sound of mechanical whirring to sound out. Gwen turned around and saw the buck-toothed male grit his teeth and now hovered off the ground with four mechanical spider legs-like stilts. Gwen sweep-kicked one of the legs and punched the guy in the face, only for the kid to get angrier and try attacking with the legs, only for Gwen to narrowly dodge out of the way.

Ben was currently fighting with no direction, just landing hits whenever he can. Balder, despite being bigger and stronger, Ben was faster, and actually used his brain. Ben was stalling, waiting for the Omnitrix to recharge, but was seemingly learning as he went. Balder fought as if he was both a boxer, and a wrestler, occasionally getting Ben in a headlock or two, but Ben was always able to get out of it by squirming enough, or straight up biting. When Balder threw a punch, Ben caught his arm and twisted him around, lightly tossing him back to gain some distance.

Max smashed his fists into Road Rage. Whether it was her gut, her chest, or her face, she was getting battered around. She did manage to get some solid hits on Max, but the old man was clearly more resilient than he looked. She grabbed the broken off lever and tried to hit him with it, only for Max to pull out a wrench. Road Rage smirked as she brought the broken lever down on Max, only for him to block the hit with the wrench. Max twisted the wrench, adjusting it, only for a small red laser to fire, melting and heating the lever up as Road Rage dropped it, seeing the melting metal begin to burn away her skin and cool off, solidifying in its place.

Kevin was basically taunting Neight, making him crash into the walls every chance he had. On one instance, Kevin saw Balder running towards him, and he jumped onto his head. Kevin then grabbed onto a small rail light fixture, draining it of its power and proceeded to beat the tar out of Neight. Neight, knowing he was outmatched, and seeing his gang getting overturned, ran away without another word.

Kevin looked at the Tennysons fighting. The old man and the girl didn't seem to have any powers, but they still fought pretty well. Ben had powers, but he didn't rely on them. Instead, he focused on making Balder look like a fool, stalling for time. Kevin smirked, "Maybe there's more to this hero thing than I thought." Kevin told himself.

Gwen rolled back and tossed the tablet to Kevin, narrowly missing the leg that nearly pierced her. The leg did tear off one of her sleeves, but she wasn't bothered. Come to think of it, Gwen saw her reflection in a bit of broken glass. Her hair was a mess, she's covered in dirt and sweat, but she's never felt more alive, than she has right now. Back at the retirement village, she felt alive, just fighting back against the Limax, but she felt her heart pumping. She was smiling.

The buck-toothed male charged forward, only for Gwen to slide underneath and push both of her feet into the guy's chest, staggering him a fair bit. Ben managed to catch another punch from Balder and shoved him into the staggered buck-toothed male, causing the both of them to collapse. At that moment, the Omnitrix glows green and Ben primes it, turning the dial to the alien he wanted. In a flash of green light, Ben was replaced by Swampfire and approached the rail-switch.

Gwen and Kevin ran forward to Swampfire's side while Balder and the buck-toothed male ran from the scene. "Ben, that pad said the trains were going to collide in fifteen minutes. The fact that the Omnitrix managed to recharge, we have five minutes to change the tracks back!" Gwen informed.

Swampfire thought about the situation, and upon realizing he was Swampfire, he was ill-equipped to fix the issue. But, then he looked at Kevin. "Any chance you got enough juice to switch the tracks back?" Swampfire asked.

Kevin smirked. "Energy Sponge, Benji, I got you. But, I'm gonna need a real big surplus of it. I only absorbed energy from small stuff before, never did anything bigger than that, and the token machine back at the Total Zone doesn't count. It's not that complex." Kevin explained.

Kevin glances behind Swampfire, and gets an idea. He runs to a generator next to the track switch. He grips it and uses it to absorb all of the electricity. Swampfire and Gwen look around as the lights around them pop out and glass shatters; the entire subway station goes dark, with the sound of Max and Road Rage fighting keeping things from a still silence; Swampfire ignites a ball of fire in his hands, using it as a source of light. They look over to the generator, noticing Kevin is enveloped in an electrical aura.

Swampfire looks over and notices that the tracks haven't been switched back yet. "Kevin, hurry!" Swampfire yells out.

Road Rage manages to finally overwhelm Max, pushing him back against the ground. Max notices he's on the tracks and tries to move, but Road Rage pins him down. "I don't think so." Road Rage states with a smirk.

Gwen tries to run over, but Swampfire stops her. He steps forward instead, fire igniting in his hands as Kevin uses his power to switch the tracks back. Road Rage gets ready for another match, until Swampfire pushes his right hand to the ground. In a swift motion, Swampfire raises his hand up, and a large fist-shaped root to jut out from the ground. "Buh-Bye!" Swampfire said.

The root fist then collides with Road Rage, socking her square in the face as she flew to the other side of the tracks. The sound of the trains coming could be heard, and as Gwen and Kevin got out of the way, helping Max to his feet, Road Rage got up, gritting her teeth as she stared at Swampfire. "I'll remember you, and that symbol! I'll come back, and tear you limb from limb, you overgrown hemp stash!" Road Rage proclaimed as she ran out through another exit.

Kevin, Gwen, Max and Swampfire watched as the trains went by, and they were glad that they saved innocent lives. But, Ben felt as if something needed to be said. As the trains vanished into their respective tunnels, he looked back at his family, and his new friend.

Kevin laughs and begins to cheer. "That was chaotic, let's do that again!" Kevin said with a smile.

Swampfire chuckled a bit. "Maybe when people aren't in danger, sure." Swampfire remarked.

There was a moment of silence. The echoing of the trains, combined with a sort-of, almost uncertain atmosphere. Max and Gwen were unsure as to what exactly was happening, but then a familiar beeing echoed out, and Swampfire turned back into Ben in a flash of red light.

Ben turned to Kevin, the both of them looked uncertain. "You know, Kevin? You and I, we're not so different. We're both kids with powers we don't understand, and we both want to be heroes. But, for one reason or another, you stopped being that hero. I assume it had something to do with your parents, but I'm sure they'd be glad to see you again." Ben explained.

Kevin sighed, not uttering a word. Kevin seemed to be thinking on something, and finally looked Ben in the eyes. "Maybe you're right, maybe you're wrong... I can't just go back, not after everything I've done here, for worse, or for better," Kevin sat on the cold floor and sulked. "I... I'm tired of doing the same song and dance here. Getting into trouble, getting chased by the cops, being called a freak... I just can't deal with it anymore, I need a change of pace." Kevin explained.

Ben lingered on his words, as did Gwen. They both looked at each other, almost as if they had the same idea. They looked back at Max, seeing that he had the same idea as well.

Ben looked back at Kevin and knelt down. "Hey, I know I didn't exactly ask you this, but, why don't you come with us?" The question caught Kevin's attention, but seemed confused. "There's a lot more to see on the road, and you'll be in good company. Plus, there'll be more baddies to pummel, and chances are, we'll get stronger. We can learn how to be heroes, together," Kevin sat up and continued to listen. "I'm not gonna force ya to come with us, Kevin, that's your choice. But, if you choose to stay, you need to use your powers to help people, make a difference, make people's lives better." Ben explained.

Gwen walked up and sat beside Kevin, smiling warmly. "He's right, you know. You don't have to be out for yourself, you can help those who need it, who can strive to be like you. Not to have power, but to be strong." Gwen added.

Kevin looked between the two of them and smiled. "You two nerds read a lot of comic books, don't you?" Kevin remarked.

Ben snickered as Max stepped forward, smiling as well. "The point my grandkids are trying to make, Kevin, is that it's your choice if you want to be better or not," Max knelt down to face Kevin. "You may not recognize me, Kevin, but now that I get a proper look at you, and your powers, you remind me a lot of your father. I gave your father a second chance to turn himself around, and it'd be criminal of me to not do the same for you." Max explained.

Kevin was surprised, if not confused and uncertain. Ben and Gwen were just as confused, looking at their grandfather as if they were questioning him. But, in due time, Kevin stood up, and Ben stood with him, holding his hand out for a handshake. "What's it gonna be, partner?" Ben asked.

Kevin doesn't utter a word, and takes Ben's hand, shaking it.


The next morning, The Tennysons, plus Kevin, are hauling a couple boxes full of stuff that Kevin was allowed to take with him. Most of the items in box one were games that Ben hadn't bought or played yet, but box two was much lighter, and smaller. It contained a photo of a woman with black hair and blue eyes, wearing a deep red cardigan and a white t-shirt, and a badge, similar to the one that Shaw had.

With the boxes firmly hauled into the Rust Bucket, Kevin wiped the sweat from his brow and looked to the Tennysons, smiling. "Man, didn't think I'd ever move out of that subway... Been there for a good few years, feels like a second home." Kevin remarked.

"Well, now you're with us, and the Rust Bucket is kinda like home, but with wheels." Ben stated.

Gwen was typing away on her laptop, but soon closed it, feeling frustrated. "This search has been a bust. Not only did two of those cronies with that gang seem a bit more dangerous, but I can't find anything about them. They're total John Does." Gwen said.

"Yeah, that Road Rage girl, and that buck-toothed dude. Were they friends of yours, Kev?" Ben asked.

Kevin shook his head. "Nope, never saw them before in my life, not since that night. But man, she had it out for you, Ben!" Kevin remarked.

"It's weird though, isn't it?" the boys looked back at Gwen. "Who do you think those other two gang members were? Did Neight have special connections he was saving, till the time was right, or something like that?" Gwen asked. Kevin shrugged, he was just as confused.

Ben sighed. "Yeah, it's hard to think some weird snob and a full grown woman would help a couple punks kill to get some extra cash... that whole sentence didn't even sound right, that's messed up... I should've used Knosoul on those jerks, really teach them a lesson." Ben remarked, seeming very bothered with what transpired down there.

Those people aimed to intentionally kill. That very idea shook Ben to his core, and he mentally hoped that he wouldn't have to make that choice of who lived and who died.

Kevin noticed the tension and lightly nudged Ben's shoulder. "Hey, don't sweat the small stuff, Ben-O, it'll be fine. I never had to make that choice, but I don't let it overwhelm and terrify me, I just go with the flow with what I do," Ben smiled at this. "Heck, if you had met me tomorrow, I probably would've stolen their plan and then go through with it. It's spine-chilling stuff, to think about the 'What-If' to everything, that's why I don't think about it until I'm ready to. You feel me, Ben?" Kevin explained. "You don't have to think about this now, just wait till the time is right, and you'll have your answer."


As the Rust Bucket gets further away, a man in a trilby and trench-coat steps out of the shadows, watching the RV drive off before pulling out a radio. By his side, seemingly fading in from nothing, was a man perched onto the wall, clasping it with his hands, donned in a black mask with white eyes, and a full body stealth suit with web-like patterns.

The man pulled out a radio and pressed a button. "Madame, this is Watch-Men and Wall-Crawl, reporting in. We had eyes on Kevin Levin, but we have some... debatably bad news. Over." The man said, his voice deep, warped, practically unrecognizable.

"What seems to be the issue, Watch-Men? Over." Madame asked over the radio.

"That sponge-punk and Ben Tennyson, they're now traveling together. In total, our target rate has been upped from 3 to 4. What's your next set of instructions, over." Wall-Crawl interjected. He sounded normal, almost too normal behind the mask he wore.

"Keep an eye on them, and don't interfere at all costs. Let Benjamin make his choices, it'll make things easier in the long run, dearie. In the mean time, report back and prepare for the next mission. Over." Madame instructed.

"Understood, ma'am. Over and out." The two said in unison. They cut communications and looked at each other, nodding.


AUTHOR'S NOTES:

And that was Ten-Levin, an alternate take on 'Kevin 11'. This is where the changes in the timeline truly begin to bare fruit.


1 - PLOT

The plot was very much changed. Instead of us getting Kevin, the bad boy who eventually gets the powers of Ben's 10 aliens, and keeps his own powers too, we get the opposite. I genuinely believe that in one timeline, or another, Kevin would've realized that being out for yourself would eventually make him do something that will be hard to turn back from. Seeing Balder and his gang risk innocent lives for cash, was kind of an eye-opener for the punkish energy sponge boi.

I actually tried to make this as convincing as I could, and I wanted to elude to the idea that absorbing energy is almost like an allegory for addiction. The more power Kevin gains when absorbing energy, the more he starts going nuts and power-hungry, eventually leading to him wanting to try absorbing the Omnitrix. But, I didn't want to do that, just because it re-treads on Kevin's mutation in the classic series. I wanted to do something else, and so I did.

Like Paradox once said, 'There are so many different ways to tell a story, but that's what makes them so interesting; you could never predict how they are going to turn out.'


2 - GOING FORWARD

The story, from this point, is about to be very different from the original. Not just in how events play out, but with what new adventures may come.


I believe this was all I needed to discuss, so I hope you enjoyed this chapter. Next time, I hear the circus is in town, and the comedy it brings is... to DIE for.