Carly is jolted awake by a loud bang. She rises up in bed, takes the laser pistol from behind her pillow, and rolls onto her feet. Quickly donning her robe, the blonde exits her room. Carly realizes that Ben's door is already open and assumes that he has arrived on the scene. She is a little miffed that he did not wake her up at the first hint of trouble. Carly didn't have time to think about it as she rushed out of their flat, slipping on a pair of shoes by the door.

As she stepped outside the lobby entrance and onto the city's pitch-black streets, the woman could hear muffled shouts. Now, the booming noises were much more audible and appeared to be coming from every angle. Carly dashes up the street in the direction of the noise. People were standing on their porches, unsure what was causing the uproar. The agent signals for the bystanders to return inside; she had no idea what the threat was, so she couldn't have innocent people hanging about. As she got closer to the voice, it got louder and more distinct.

"Stop hiding!" the voice yelled.

When Carly hears the voice, her blood chills, and she forces herself to move faster.

"Where are you!"

Despite the fact that Carly's legs are burning, she is determined to reach her companion in time for assistance. As she turns the bend, a sizable piece of flying concrete debris greets her. To just avoid being crushed by the boulder, Carly leaps back onto her butt. She sees the wreckage hit a parked automobile. The car alarm rings in her ears as she rises to her feet and peers around the corner once more.

Her eyes enlarge as she witnesses a Humougousaur rip through a parking lot as if it were made of paper. He bats the falling automobiles aside like flies and proceeds to rampage through the structure. The trouble was that Carly couldn't see who he was fighting; the alien dinosaur appeared to be swinging at nothing. Ben then let forth a terrifying growl that made her tremble.

"VILGAX!"

Even the name of that alien sent chills down her spine. Although she had only read documents on the tyrant, she was aware that his very presence instilled fear throughout the cosmos. Carly was also aware that he was Ben's longtime foe, whom he had been battling since he was ten years old. Vilgax, however, is already dead; Ben killed him at an unnamed location nearly three years ago. Who is Ben seeing, then?

The earth trembled beneath Carly as she once more ducked around the corner, gripping the bricks. Ben rushed by her, his gaze fixed on the apartment building across the street. She had to stop the man from destroying everything around him, no matter what was going on. So she made a split-second decision.

Humungousaur halts in his tracks, the laser's impact on his shoulder giving him a small burn. With a growl, he casts a glance behind him and spots the perpetrator. Carly will readily confess that this is not her best idea. The enormous alien dinosaur charged toward her. The apartment complex was spared at least because she intervened. As he descended toward her, she was able to obtain a clear view of him. His normally brilliant green eyes had become glossy and appeared to be in a dreamlike condition, which caught Carly's attention. The blonde dives to avoid being hit and lands in a murky pool.

Great. That was an 80 dollar limited edition silk robe. When Carly gets to her feet, she hears a ripping sound and notices a tear in her robe. She quickly rolls her eyes at the situation. Are you fucking kidding me right now? Not only is she freezing and stinky, but she also ripped her damn robe. She wonders if things can get any worse. Her prayers are granted when Ben turns around to charge at her again. The blonde is currently being hunted by a large orange rampaging dinosaur as she runs down the road in her bra and underwear while wearing a torn, wet robe.

"Vilgax!" he calls after the woman. "Stop running!"

"I'm NOT Vilgax!" Carly yells back.

Ben speeds up, grunting as he does so. Carly fires a couple of blasts to keep him at bay, but the dinosaur simply powers past the lasers. She's attempting to take him to the park, where the only things he could wreck are a few trees and some rose beds. The blonde looks at the passing street sign; they were still just over a quarter mile away from the park. In order to briefly get away from the behemoth and collect her breath, Carly enters a back alley. Humungousaur bends down and glares at her before stomping away. The blonde leans her head against the brick wall and lets out a deep exhale. She tries to slow down her shallow breathing. As the structures all around her start to shake, Carly looks up to see a massive hand looming over her coming down from the sky. The blonde rushes out onto the street, where she discovers that Ben had scaled the structure to reach her.

"Ben! You need to stop!" she demands.

Ben looks in her direction and sneers. Carly turns around without saying anything and books it up the road again. The extraterrestrial dino leaps from the rooftop and lands right behind the agent, launching her into the air and onto the windshield of a parked automobile. The glass shatteringly breaks under her weight and speed.

With a thud, she falls over the hood and onto the ground. The fire rushing through the blonde's spine causes her to clench her fist tightly. She sputters from a lack of breath in her lungs, and as each second passes, her vision becomes dimmer. Carly could hear the menacing footsteps of the alien creeping closer; she could only crawl away like a dying beetle. The blonde blamed herself for being so helpless and unable to lead Ben out of the city; how could she call herself a hero if she couldn't even manage so easy a task?

She couldn't just sit back and feel sorry for herself, though. With a wince, Carly shifts onto her profusely bleeding back and raises her laser gun to point it at the advancing dinosaur while stifling her anguish.

"Don't make me do this, Ben."

Her words are disregarded as Humungousaur advances on her.

"Ben, don't…"

"No more running, Vilgax."

Carly shuts one eye and tenses her finger on the trigger.

Ben's movements are slowed by two pink mana whips that wrap around his neck and arm. As Hope tries to stop the titan from moving, the alien cast a sideways glance. Carly takes advantage of this opportunity to launch a volley of laser fire into the alien's face, causing him to fall back a few paces. The blonde could tell Ben wasn't at his best, but it didn't make him any less dangerous. As he attempts to shake Charmcaster's enchantment off of him, Humungousaur lets out a rumbling roar.

"You have to stop, Ben!" Hope shouts out to him.

Carly's body is flooded with energy as she lifts herself up and sprints to safety. Ben is too preoccupied with Hope to notice the blonde's absence. Humungousaur's body is bound by an increasing number of magical whips that draw him toward the direction of the sorceress. A loud rocket sound fills the air as a robotic suit of armor dives down from the sky, crashing with the alien reptile and lifting him up by his shoulders before soaring off into the night sky.

"I'll take it from here," Cooper announces to his comrades.

Cooper's mech is able to raise them ever higher into the air despite Humungousaur's tremendous weight. Ben swats aimlessly at the armor that was holding him, acting like a toddler throwing a fit.

"Let go of me, Vilgax!"

"Whoa buddy, what did you call me?" Cooper asks. "Alright, lets have you cool your head a bit."

Cooper soars toward the vast man-made pond in the middle of "Heroes" Park; once he is over the water, he lets go of Ben and watches him plunge into the pool of water below. Given that Ben hadn't even tried to alter aliens, Cooper realized something had to be wrong with him. As if Ben calling him Vilgax hadn't already convinced him of that.

Cooper lands with a mechanical clang on the pond's edge. He looks over the brink and finds no evidence of a floating alien. The blond sucks his teeth; he wasn't in the mood to haul Ben's massive ass out of the water. His decision was swiftly reversed by the increasing air bubbles that were fracturing the water's surface. He switches on the armored suit's submersible feature and dives into the water. The headpiece's powerful light turns on, enabling the man to search the environment for the orange dinosaur. The only life forms he sees are fish and other aquatic plants. He glimpses a few rocks, but Humungousaur is nowhere to be found.

"Where the fuck did-"

Cooper is cut off by a fast, shadowy figure that collides with him. The blonde wasn't even able to see what struck him. Cooper uses the biometric scanner in the suit to identify every living thing in the pond. The data returned in a single second, and Cooper quickly went through every last bit of it. The biggest thing in this water is a fucking Fathead Minnow; in other words, nothing that can cause his entire suit to shake just by smashing into him.

The sonar detectors in the suit detect a blip, and whatever it was is immediately next to him. When Cooper turns around, there is nothing there. The blond would readily acknowledge that he wasn't a huge believer in superstition, but if he has to save Ben AND fend off a ravenous sea monster, he's going to be furious. The water is motionless and hauntingly quiet. In the pond's greenery, Cooper could make out several critters, but when he shines a light on them, they disperse. He is now debating whether it was those damn minnows or a dangerous marine beast.

Cooper hears movement behind him, and when he turns to face it, he is confronted by a sea of jagged, razor-sharp teeth that are as thin as needles and are arranged in dozens. Two golf-ball-sized pale eyes were perched atop the scary jaws and were fixed on him. In front of the creature's eyes is a slim stem of pale blue flesh with a bulb on the end that gave forth a yellow light resembling an angler fish.

"Why Grandma, what big teeth you have…"

The amphibious monster opens its mouth and lets forth a high-pitched shriek. Cooper uses his repulsor to deliver a close-range shockwave to the creature, which causes it to retreat back into the foliage. The blonde notices the green hourglass on the chest of the fish thing. With his sharp claws extended in front of him, RipJaw circles back and shoots through the water. Cooper fires a titanium wire fishing net at the beast, only for it to be ripped apart in an instant. However, Cooper had enough time to dodge the incoming enemy.

He changed forms to prevent himself from drowning, or rather, the watch did.

Cooper launches a volley of sonic grenades toward RipJaws, resulting in a cacophony of high-decibel sounds. The alien covers his ears with his hands and howls in agony. Cooper charges forward and strikes the beast in the stomach with a powerful blow. RipJaws shakes off vertigo and charges at the armored man once more, this time learning from his mistakes and snaking through Cooper's repulsor and grabbing onto the metal shoulder with its staggering jaws. The mechanical arm is severed from the body with a single snap of his jaws.

As water pours into the exposed wiring, an assortment of frayed and sliced wires flare; emergency lights flash in the suit as it works to seal the open "wound." RipJaws takes advantage of the situation by clawing at the self-repairing armor.

"We're NOT going to have a repeat of last time," Cooper comments.

The mech pins the aquatic creature to its chest with its functional arm before unleashing a pulse of electricity. RipJaws screams in pain as electricity zaps through his vulnerable body; the alien goes limp after a few seconds, smoke billowing from his scorched skin. Cooper turns on his suit's jets, which help him rise through the water's depths and land on the shore of the pond. Cooper sets down the fish beast and touches the right side of his chest where his watch face is located. A green flash occurs, and Ben is fast asleep, snoring lightly. Cooper couldn't believe Ben had been battling in his sleep the entire time.

Carly can be seen running in his direction when he looks to his right. She gets down on her knees by Ben's side, inspecting him for injuries. The woman's back had been cured by Hope, although she was still a little sore. The blonde is currently more concerned with Ben. She looks up to see Hope hovering several feet above them with a worried expression also on her face.

"Tell that ignoramus he owes me a new suit when he wakes up," Cooper jokes.

Cooper curtly nods at the two women before taking off into the night sky. When Hope lands next to Carly, she turns to face Ben's sleeping form. As he dozed off, he could see the anguished looks on his face. Hope vows to help him get over any trauma he has concealed inside his thoughts. The full moon is gleaming overhead as the witch raises her head to look at the sky.

How fitting.

**PAGE BREAK**

With Gwen, Cooper, Hope, and Carly gathered around him on the couch in his humble apartment, Ben feels as though he is at an intervention. Unsure of what to say, he uncomfortably scratches his arm. He felt awful about the entire situation after Carly had detailed what happened last night to him. He shuddered at the notion of him wreaking havoc on the city he vowed to defend. He was too afraid to even look at the blonde. How dare he lay hands on his own partner? However, he was unable to even offer an apology because he had no recollection of anything.

Ben's need for counseling is something Gwen has been harping on incessantly, so she impatiently taps her foot on the light brown carpet. After everything they had gone through, everyone needed counseling, some more so than others, but Ben should be the first in line to see a therapist because he has had to make difficult choices since he was ten years old.

"It was just a bad dream, guys," Ben tries to assure the group.

"'Just a bad dream'?" Cooper laughs. "You destroyed a parking garage."

"Guys, this isn't funny," Gwen shoots out as she glances between the two men.

"I find it funny that he's trying to blame his damage to city property on a nightmare," Cooper snipes.

The blond raises his hands in surrender as Gwen gives him an irate glare.

"But he's right, Ben; this goes past night terrors, people could have gotten really hurt."

"Did. Someone did get hurt," Cooper points to Carly.

"Can you not be a prick for once?" Gwen snaps at Cooper.

Ben raises his gaze to Carly while tuning out Gwen and Cooper's dispute. She's staring anywhere but at him, which is mentally painful. The brown-haired man believes she is reconsidering their faith in one another. In actuality, Carly didn't look Ben in the eye because she was speechless—after years of nightmares, she wasn't even able to offer any counsel. She experienced her fair share of sleepless nights, though not quite on Ben's level. Carly feels useless because she is powerless to assist.

The couple briefly exchange glances before Carly again averts her gaze. Ben was adamant that he didn't want to harm anyone or her once more. What if Hope or Gwen are the victims the next time? Ben shuts his eyes and lets out a long sigh. Was therapy really going to make a difference or was it just a time waster?

"We could all use a vacation," Hope blurts out.

Cooper raises an eyebrow, "A vacation?"

"Yeah, I doubt a weekend getaway will stop Ben from sleepwalking," Gwen rebutted.

"We've been stressed out from work for the last year; why not try to take a relaxing vacation?" Hope attempts to persuade. "Somewhere where work can't reach us, even if it's for a couple of days."

"We can't exactly disappear for 'a couple of days'," Cooper points out.

"Yeah we have too much on the line right now; I appreciate the idea, but the answer is no," Gwen adds.

The witch was aware in her mind that going on vacation is a bad idea, particularly given their current predicament, but she only wanted the argument to end. There always seems to be something they can't agree on, and Hope gets sick of seeing them argue constantly whenever they get together. In all honesty, she brought up the notion in the hopes of getting more time with Ben. Hope didn't see him very often during the workweek, and their late-night talks were never long enough. Given that she had never been in a typical relationship before, the woman was unsure of what to do.

"I've made up my mind," Ben speaks up. "I'm not going to therapy."

Cooper laughs, "Wait what?"

"Ben, you need to-"

"No, Gwen, I need to be out there making a name for myself; you can't assume I need therapy off this one isolated event."

"'Making a name for yourself'?" Gwen scoffs. "Ben, you need help."

The redhead was startled by Ben's sudden change of heart, but her cousin's actions weren't out of the ordinary. Ben typically sought to keep his wounds—both physical and mental—a secret from others. He didn't want people to be concerned about him, and Gwen couldn't change the fact that he is naturally that way. Gwendolyn believed that his emotional pain would be sufficient to prompt him to try counseling because of the damages to his partner and property. She should have known better than to expect him to alter how he handled stress; all he did was intensify his attention on whatever goal he was pursuing, which at the moment is leading the fight against crime.

She only had to take one look at her cousin to know that he was sticking to his guns. On the other side, Cooper won't allow his decision go unpunished. He abruptly drags the sitting man off the couch by the collar of his shirt.

"You seem to think you have a choice in all this."

"Cooper!" Gwen shouts.

Gwen grabs Cooper's shoulder, but Cooper shakes her off and re-adjusts his hold on Ben's shirt. Ben had a casual expression on his face, while Cooper had a threatening one as the two men stood face to face.

"You're going to destroy what we're building because you want to tuff things out?" he growls.

Does this man's inflated ego have no bounds? Cooper couldn't believe the level of this selfishness. Once again, Ben is seated on the incorrect side of the table, but he tries to dismiss their concerns. They approached Ben with affection and backing, only to have him spit in their faces. They could not simply ignore what occurred last night. It's obvious that the man suffered from some latent trauma, but rather than dealing with it directly, he chooses to bury it; as if the events of the previous night were not directly related to him holding back his feelings. When will he realize that his faults and shortcomings affect us all?

"I should've known it was too good to be true," Cooper hisses. "You say you changed," he scoffs. "You were just waiting for a chance to break away from the pack again." The blond continues, "Because that's who you are; a lone wolf who refuses to get with the program."

Hope remains silent, as she normally does during these disputes, unsure of how to intervene. It didn't seem like her place to add her two cents because she still felt isolated in certain ways. She couldn't help but feel alone in comparison to the rest of the group, given that her only link to the others is her relationship with Ben. How did they feel about her if their relationship with Ben was so rocky? She therefore favors silence.

Cooper's eyes were filled with fury, something Gwen only noticed when he was speaking to Ben. The redhead recalls their conversation over the phone regarding their feelings toward Ben. Although she made every effort to persuade him to share his viewpoints, he simply told her that she shouldn't worry about it, effectively shutting her out. He informed the woman that he would keep his feelings to himself and play ball. But she could always see this glimmer of annoyance in his eyes whenever he saw Ben. She was unable to address the fact that he was obviously keeping something from her.

Cooper detested the solemn expression Ben had on his face. Cooper could tell Ben was feeling sorry for himself by the look in his eyes. After last night, the blonde didn't understand why he even decided to stay in town. Cooper has a fierce hatred for this stupid place. As soon as he enters Bellwood, he is overcome by the overwhelming odor of burning bodies. The recent pictures of devastation that plagued this community were constantly flashing back in his thoughts. His dreams are filled with nightmares, and his daily life is shadowed by memories. He looks into the man who is to blame for everything; he is the root of all that anguish and agony.

Some people just don't deserve a second chance, and this man is one of them; that was his complaint, Ben was given another chance after the pain he inflicted. He could come up with a million people who were deserving of a second shot more than Ben Tennyson. He failed to comprehend why people were so eager to bring him in; their desperation had blinded them, and they were afraid of yet another threat to their way of life. Despite his past transgressions, they thought Ben was the greatest option.

But what if it were to change? What if the people had another choice? An option that left Ben out of the equation. Cooper casts a quick glance at the man's wrist. Ben made things difficult for himself. It was time for a new savior for the world—someone whom no one would doubt. That watch would change everything. Gwen denied his request for her to take ownership of the watch and argued that they place their trust in Ben instead. She refused to see Ben without the Omnimatrix because, in her mind, the watch wouldn't function without Ben, something Cooper despised about the redhead. Cooper is tired of waiting for a significant change to happen; if she won't take it, he will. Cooper lets go of the man and shoves by him as he walks out of the flat. When Gwen tries to call after him, the blonde ignores her cries. Change is needed, and it's time.

Gwen wants to remain and persuade Ben to go to counseling, but her cell phone is constantly being bombarded with business. Grandpa used to say, "Duty calls." Both women hug Ben before leaving Carly and Ben alone in the flat to return to Gwen's office.

"You should listen to your cousin; she's only trying to help you," Carly mumbles.

Ben shrugs her off and settles back down on the couch. Carly was unable to make sense of his expressionless face. She was startled to learn that Ben wasn't willing to help his cousin even if the therapy didn't work; he didn't even try to make his cousin's life easier by volunteering to go. More people than ever are keeping an eye on him in the hopes that he will make a mistake, which will allow them to pin their troubles on him.

Ben is therefore more motivated than ever to maintain the safety of the city. He'd already made one mistake and couldn't afford another, so he's going to drown himself in work in the hopes that no one will remember what happened last night. Ben grips his head in irritation; if he carried out that plan, he would immediately return to pandering to others, and all of his convictions over the previous two years would be lost. There was no escape from this. He would have to bear the brunt of last night's actions. But visiting a therapist is much worse because it would signal to others that the stress of the job had worn him out and left him a broken piece.

He had no idea what to do; all he wanted to do was hit something, anything. The antique ham radio they had in their apartment carried an urgent and static-filled message that jolted the man out of his reverie. Ben's ears perk up as a request for assistance resounds over the speaker. The man's ears are filled with information about an armed alien, and a sly grin appears on his face. This kind of "therapy" is precisely what he needs.

"We're going," he commands as he stands to his feet.

"But-" Carly begins but the intense gaze Ben gives her disrupts her sentence.

"You're MY subordinate; we are going."

A faint blush develops on Carly's cheeks as she suddenly becomes interested in the ground. She gives a slow nod before leaving the flat with her boss. Ben was typically the calm one in their union and he seldom raised his voice at Carly. The blonde makes an effort to pay attention to the road, but her thoughts wander. She grinds her teeth anxiously, something she hasn't done since she was a child, and grabs the steering wheel so tightly that her knuckles turn white.

Ben maintained his silence while keeping an eye out for criminal activity. Like a lion scouting the Sahara for his next meal, he combed the sidewalks and back alleyways. He squints to see through the onlookers, his stinging eyes irking him. Ben's gaze is drawn to a shadow on the roofs.

"There," he mumbles.

Carly was briefly rendered temporarily blind by the green flash of the man's transformation, which caused her to veer into oncoming traffic. She jerks the automobile back on course and sneers at the now-blue monkey climbing onto the roof of the vehicle.

"Ben!" she snaps at him. "What the fuck are you doing?"

Standing securely atop the car's roof, Ben ignores the irate woman and fixes his eyes on the moving figure. Aiming towards an approaching traffic light pole, he blasts off one single strand of silk-like web from his tail. He uses the momentum to propel himself quickly away from the car and toward the busy crossroads. He swings up into the air, hearing the horns and the squeal of tires below. He lets go of his first web and launches a second one at a nearby building's concrete roof ledge. He leaps over the concrete divider and onto the stable rooftop as he races in the direction of his target.

Spider-Monkey can see the suspect's weapon thanks to his improved vision, even if the individual is still far ahead of him. Ben ramps up the pace, shooting through the air like a missile thanks to his webs. The towering figure was covered in what appeared to be a tan leathery coat, and it appeared like they were slowing down. As they aim at something over the ledge, Ben observes them elevate their weapon.

At that point, his surroundings began to appear incredibly familiar to him. They were possibly much farther away from Main Street in the downtown area. The entire situation began to unfold slowly. He could hear the hammering of his heart in his ears. Ben looks to his left to catch a distant glimpse of the Town Hall. As he thought about who would be there, his heart began to sink. As Spider-Monkey's uncontrollable wrath grows, his vision gets foggy. A voice calls to him from his right as he is ready to launch himself at this person with the goal of tearing off their head. Ben's eyes widen when he sees the man from his nightmares.

"You are too late, boy," Vilgax sneers.

Ben is abruptly brought back to the present as he falls face first into the gravel of the roof by the deafening snap of a laser weapon. From below, he could hear screaming reverberating. The sharpshooter turns around, the worst-case scenario paralyzing him. The face amid the sun's brilliance was strangely invisible to the alien's heightened vision.

"You're too late, 'hero'," they snarl before taking off.

No no no no.

Ben stands up and leans on the ledge as he surveys the mayhem below. In the midst of people's frantic efforts to flee yet another shooting, a stampede broke out. In a mad dash to find any injured people, emergency personnel swept through the crowd. However, it was too late. Ben looks at the lone victim of this assault, who is sprawled out on the ground amid a sea of onlookers.