Ben 10 & She-Ra Heroes of Power Chapter 11: Promise, a Ben 10 + She-Ra and the Princesses of Power Crossover fanfic

Authors Notes: And we're back with Heroes of Power. Now a small note I have a lot of people asking me when I update my stories, and I do have other stories that need my attention and with a lot going on in my work and personal life I try to update these stories on a week by week basis. However I do appreciate your patience and with patience comes reward.

Now many of you will have noticed the last chapter ending with the start of the She-Ra episode Promise and the reason for that is about to become clear.

I own none of the characters in this story, this is just for fun!

Now lets begin.

Ben 10 (c) Cartoon Network

She-Ra and the Princesses of Power (c) Dreamworks.

:Promise:

Plumeria:

In the bright flower kingdom of Plumeria, the Plumerian's were living out their quiet lives despite being constantly under threat by the Horde. Perfuma was replenishing her powers from her runestone the Heart Blossom. She then motioned her hand for bright flowers to bloom around the tree.

She gave a small smile knowing she'd brightened things up a her smile went away when she looked at the vine memorial statue of Entrapta. She gave out a depressed sigh.

"Quite a vibrant display you have created." Said a voice from behind her. The flower princess turned round and saw a certain Revonnahgander standing behind her with a friendly smiling face.

"Rook?" Perfuma said in surprise. However she could only guess why he was here. "Listen, I know why you are here but I just can't come back to the rebellion." Perfuma explained. "Tell Glimmer I do respect her and the She-Ra's efforts but theres nothing me or the other princesses can do to help."

"Glimmer did not send me. I am here of my own choosing and no one was requesting help." Rook explained.

"Well if we agree that this alliance did not help our efforts against the Horde then…"

"Perfuma." Rook interrupted. "I do understand the loss of Entrapta is a lot to process, perhaps it is my own grief talking, or…maybe its something else. Whatever it is I am just not ready to say goodbye."

Perfuma looked to Rook a little and realised he wasn't here to convince her to rejoin the Rebellion. "I feel as much responsibility for this as everyone else. I let my guard down at the Princess Prom, but I am not here for the Rebellion I am here as a friend." Rook explained and Perfuma listened to what he had to say.

"So if you would allow it I could stay for a while, if you need someone to talk to I would be willing to listen."

The flower princess looked deep in thought, and she felt like right now she needed someone to talk to right now. She could see the Revonnahgander was here merely to help comfort her if needs be.

"That would be just fine." She finally answered. "Why don't we take a walk." She then offered.

"Of course." Rook agreed offering her his arm and she took it as they walked and talked.

The Beacon:

Meanwhile In the mysterious First Ones construct, Ben and Adora continued through a triangular tunnel that started to glow with mysterious symbols.

At the end of the tunnel the room suddenly hummed into life and saw a large room. In the room were large looking crystal structures. The walls were full of bright colours. The two looked around a little cautious they walked down a blue crystal pathway until they arrived at what looked like a pedestal.

"Okay if this doesn't scream sacred shrine I don't know what is?" Ben guessed looking around the room.

"Hello?" Adora called and the sound echoed everywhere. However there was no response.

"Anyone home?" Ben called next but there was still no decided to try something else and so she drew the Sword of Protection from her back and held it in the air as she spoke.

"I carry the sword of She-Ra, and I've come here for help. Is anyone there?" Adora called. Unaware that Catra was hiding behind the crystal pillars. She'd followed the two of them into the structure hoping to find answers of her own.

All seemed quiet when all of a sudden a hologram of a woman holding a hexagon shaped tablet appeared behind them startling them.

"Greetings, administrator. What is your query?" The hologram asked the startled friends.

"Gah this is why I hate holograms, they always sneak up on you!" Ben breathed in surprise.

"Oh Ben not now." Adora said getting back on track. "I need your help to heal my friend. She's been cursed, and I-I don't know how to save her. The legends say that She-Ra could heal people using this sword. How do I do that?"

The hologram was silent for a minute before she spoke again. "What is your query?"

Catra couldn't help but smirk with intrigue as Ben and Adora tried to get answers out of the hologram. "Oh not this again." Adora groaned.

"Uh didn't you hear what she said she needs help to know how the sword works?" Ben questioned. "How does she use the sword?"

However despite Ben asking the answer was the same. "What is your query?" The hologram asked again.

"Oh come on!" Ben said and was about to touch it until Adora stopped him.

"No, last time me Bow and Glimmer saw this hologram touching it caused a problem." Adora explained.

"Like what?" Ben asked.

"Walls crumbling down, nearly buried alive." She said simply.

"O…kay got it don't touch the hologram." Ben said backing cautiously away from the hologram, so he had a different idea.

"Wait maybe if this thing won't answer to you, maybe it'll answer to you when your taller and have a tiara?" Ben wondered. Then it hit Adora when she looked at the sword.

"Good idea." Adora agreed and so she raised up the sword and said the magic words.

"FOR THE HONOUR OF GREYSKULL!"

Ben shielded his eyes and Catra still hiding behind one of the pillars squinted her eyes as Adora had turned into She-Ra.

"How about now?" She asked the hologram.

"Administrator detected. Welcome, She-Ra." The Hologram then recognised the First Ones Champion.

"Okay now we're getting somewhere." Ben smiled.

She-Ra stepped forward and addresses the hologram. "One more time. What can you tell me about this sword?" She asked.

"Subject: The Sword of Protection. Classification: portable Runestone keyed exclusively to Administrator: She-Ra, Princess of Power." The hologram explained.

"Uh yeah already got that part but what about its powers?" Ben asked.

"Administrator not recognised, presence of Galvan technology detected." The hologram then answered.

Ben knew she was referring to the Omnitrix, before anything could happen She-Ra stepped in. "Its okay he's with me."

The hologram was silent until it spoke again. "Temporary administration granted, to guest Ben Tennyson." The Omnitrix bearer was surprised that the hologram knew his name but that was besides the point.

"How can I use the sword to heal my friend?" She-Ra then asked.

"Query not recognised." The hologram answered and She-Ra just groaned agitated in response.

They were still unaware of the feline Horde Force Captain's presence in the tower. She wondered away from the pillar she was hiding behind.

"The legends say the sword has healing powers. Is that true?" She-Ra then asked gesturing to the sword as calmly as she could.

"One of the Sword of Protection's many intended functions is to heal and restore balance." The Hologram explained.

"Okay but how does she use the sword to heal people?" Ben asked with a forced smile.

"Query not recognised." The hologram answered.

Ben just slapped his face in annoyance talking to this hologram was like talking to a brick wall. Even She-ra was getting more and more irritated.

"How can I use the sword to heal people?!" She-Ra said as the sword tapped the floor.

The hologram was silent this gave them a sign that it was going to give them the answer they wanted. However. "One of the Sword of Protection's many intended functions is to heal and restore balance."

She-Ra just exasperated with a small hint of dismal laughter and Ben just fell to the ground with a twitching eye.

"Man this things worse than Rad's computer Pixi!" Ben exasperated. "But at least it's better than Azmuth's lectures."

Catra meanwhile, was still looking around the room trying to find any sign of tech she could take back to the Fright Zone and Entrapta.

"Adora this things getting us nowhere!" Ben finally admitted.

"Okay Okay. Is there someone else we can talk to?" She-Ra then asked.

"Query not recognised." The hologram answered.

"Gah! I hate holograms!" Ben exclaimed.

She-Ra breathed a sigh of defeat. "Okay." Then suddenly she felt something in her head clicked she saw flashes of Etheria and one of a mysterious woman in purple wearing a robe with First Ones symbols.

Ben could see that his friend had blanked out for a moment something was wrong. " Adora? You okay?"

She was silent for a moment before she eventually spoke. "Let me talk to Light Hope." She said in determination.

"Light Hope?" The hologram asked questionably.

"Who's Light Hope?" Ben then asked.

"Ben remember how I told you when I first found the sword I had these visions of someone." She-Ra explained.

"You mean that mysterious stranger who told you about the sword when you first transformed?" Ben remembered.

"Yes that was her." She-Ra acknowledged. "The woman I saw when I touched the sword for the first time." She then turned to the hologram. "Where is she?"

The holograms eyes suddenly started to glow white."Yes, Light Hope is here. She has been waiting for you." She answered.

She-Ra sighed with relief knowing she was finally starting to get on the right track. "Can I talk to her?"

"You will meet her soon enough. But first, you must let go." The Hologram then answered.

Both Ben and She-Ra were all but confused at this point what did the hologram mean by first you must let go? "What's that supposed to mean?" She-Ra then asked.

"You are not ready yet. You must let go." The Hologram answered again.

"Let go of what?" She-Ra asked.

"Great first this thing talks in circles now it's talking in riddles!" Ben groaned.

Still unaware of her presence Catra continued to look around the room. Until she noticed something of interest behind her. It was a small pedestal with what looked like a data crystal. This was just what she was looking for and without hesitation she simply pulled it out of the pedestal.

Suddenly however the symbols on said pedestal turned red and started blaring an alert startling Catra. Ben was startled as was She-Ra who quickly turned and fired a blast of energy from her sword which blasted the pedestal to bits. It was then they noticed Catra in the room.

"Hey! Watch it!" Catra exclaimed.

"Well well look what the cat dragged in! Herself!" Ben said glaring.

"Catra? What are you doing here?" She-Ra said in surprise.

Suddenly the hologram turned red and hummed which got their attention. "Unauthorised presence detected. Security protocol activated."

The hologram disappears and suddenly the room lights up in red which to She-Ra and Ben was a bad sign.

"Oh man this isn't good!" He exclaimed.

"No, no, no, not again!" "She-Ra panicked.

"What just happened?" Catra asked.

"This isn't good. You're not supposed to be in here." She-Ra turned to Catra. All of a sudden the doors in the room began sealing one by one.

"Okay time to go!" Ben exclaimed as they ran away. She-Ra grabbed Catra by the hand who gasped in alarm to the situation.

The three of them ran as fast as they could to the nearest exit. However in the darkness red hungry eyes emerged causing the girls to shriek in fright. Ben was all but startled as emerging from darkness were some kind of spider like creatures with grey cyber like armour.

"What are those?!" Said an alarmed Catra.

"I'm guessing this places guard dogs!" Ben exclaimed.

"Also not good!" She-Ra exclaimed as they ran away from that door hurrying to reach the door on the opposite side of the room. The door shut. However She-Ra using her strength was able to force it open grunting with effort as she did so. She turned to Ben and Catra.

"Come on! We need to run!" She said to the two and they quickly ran through the door which slammed shut and crumbled behind them. However this didn't stop the spiders from tunnelling in.

The trio soon arrived a long corridor covered with First Ones symbols. This too was glowing red. The three of them looked around.

"Now which way?" Ben questioned. Suddenly the lights in the corridor behind them were blinking out one by one.

They turned around and gasped seeing more bright red eyes and snarling sounds of more of these spiders. Without hesitation they ran as fast as they could with their pursuers close behind them.

"What's going on? Why are those things trying to kill us?" Catra asked as they ran.

"They're trying to kill you. This place sees you as an invader." She-Ra explained to her.

"Well, can't you tell them to stop?" Catra asked.

"No, I can't tell them to stop! Clearly nothing in here is listening to me!" She-Ra exclaimed frustrated.

"What about you can't you do something?" Catra exclaimed to Ben.

"Like what?!" He asked.

"I don't know turn into something and tell them to stop!" Catra exclaimed.

"Thats not how it works! Less talking more running!" Ben exclaimed and the trio sharply turned a bend only to see it was a dead end.

They look to see the spiders turning a corner. "Uh guys!" Catra then panicked.

Ben acted quickly and activated the Omnitrix and dialled in an alien using the green selection disc. "Come on Humungousaur!" He slammed down the dial.

However it wasn't Humungousaur he'd turned into but rather a large white furred rounded alien with what looked like yellow armoured shell on his back, shoulders, legs and arms. With four claws on his rounded hands and a black line runs down from his head and his lower body. He has small green eyes and a large black lipped mouth. The Omnitrix symbol resided on his chest.

Catra and She-Ra just looked completely dumbfounded by the appearance of this alien. "Oh great an over grown marshmallow how does that help!" Catra exclaimed.

"Like this!" Cannonbolt exclaimed as he suddenly tucked into a yellow sphere and charged straight at the spiders knocking them into the opposite wall crushing them as he bounced back and landed on his feet uncurling from his ball form.

However their relief was short lived as suddenly more spiders appeared from the corner. Much to their panic.

"Adora!" Catra exclaimed. She-Ra looked up and saw an idea. She drew her sword.

"Stand back!" She cried and used her sword to slash and bash the wall. Large cracks emerged in the wall and ceiling above the spiders, and the falling rubble crushed them to dust.

"What are you doing!" Catra exclaimed as She-Ra grabbed her by the arm and pulled her in close. Turning her sword into a shield protecting her from the falling rubble.

"Hang on you two!" Cannonbolt exclaimed as he leaped forwards and grabbed them forming into his spherical form and rolling along as the rubble collapsed on them.

The rubble fell quickly and completely caved in separating them from the spiders on the other side. The Arburian Pelarota stopped rolling as it rested on the other side.

"EWWW!" Called a voice inside. Cannonbolt uncurled to reveal She-Ra and Catra inside. The feline just pushed away from him.

"Do. You. Have any idea what it smells like in there!" Catra exclaimed.

Cannonbolt seemed unfazed by that insult. "Hey your welcome! Besides I'm sure you can handle a little Cannonbolt musk to save your tail!"

He then slammed the Omnitrix dial reverting him back to Ben just as She-Ra transforms back to Adora. The group look around and see the cave in.

"You shouldn't be here, Catra." Adora then said. "Those things aren't going to stop until they get you, and as long as me and Ben are protecting you, they'll see us as a threat, too."

"Well it wouldn't be the first time." Ben pointed out remembering the times he'd been trapped with some of his enemies before.

"Uh, good thing I didn't ask you to protect me." Catra said quite annoyed.

"Oh sure I bet you could've handled those things that were trying to kill us, oh wait you couldn't!" Ben reminded sarcastically.

"Wait, you know, what- Okay. Why are you here, anyway? I mean, how did you even find this place?" Adora then questioned.

"Yeah thats a good question?" Ben then asked suspiciously.

"It sent up a beam of light a mile high. It wasn't hard." Catra said a little annoyed at the obvious as she stood up from the ground.

"Yeah I suppose." Ben then realised how the Beacon out up the forest like a Christmas Tree. He and Adora then stood up.

"...Does Shadow Weaver know you're here?" Adora then asked rather curious.

"I'd say Shadow Weaver's got bigger problems right now." Catra said rather imaginatively given the recent incident. "Mostly cause of what old Benny boy did to her, thanks for that by the way."

She then noticed that Adora was looking at her with a funny look. She was a little distrustful.

"Why are you looking at me like that?" She then realised. "Wait. Nooo... I know what this is about. Ugh, I knew you'd be weird about me letting you escape. I told you it's not because I like you."

"I mean, I didn't-I didn't say anything." Adora said innocently.

"Yeah but it was a bit weird, I mean one minute your trying to kill us the next your helping us." Ben then said a little teasingly.

"Ugh! Just drop it!" Catra groaned. "Anyway, what are you and him doing here? Where are your new best friends? I thought you guys did everything together."

Adora's attitude then changed to a rather angered look. "Oh, my friends?" She said accusingly. "You mean the ones you kidnapped and held for ransom? The ones you let Shadow Weaver imprison and curse?"

"Yeah, obviously. What other friends would I be talking about?" Catra said rather casual like it was no big deal.

"Seriously you let that psycho obsessed witch hurt them just so she could get Adora to come back to the Fright Zone!" Ben said accusingly. "Don't you realise how messed up that is!"

"So it's not my problem." Catra said casually.

"Even if it cost you your promotion then would it be your problem?" Ben then pointed out which did make Catra flinch a little.

Adora just groaned as she forced the two of them apart. "Come on. Those things will be back any minute, we need to get out of here." She then walked away with Ben behind her.

"Well, we don't need to go together. You two do your weird little magic quest thing, I'll find my own way out." Catra then said.

Adora wanted to say something but Ben stopped her. "Okay good luck digging through all that rubble and to possibly the hundreds and thousands of teeth on the other side." He then said in a hinting way.

Catra looked to the collapsed rubble blocking the way realised that the way back was blocked. She could see the only way out was the hallway ahead. Adora and Ben take one last distrustful look at her before they move forwards.

Catra just breathes an exasperated sigh as she decided to follow the two of them. They headed down the long hallway and even past a set of waterfalls which whilst beautiful was not the best place to stop. They were soon heading down a rather colourful hallway decorated with First One symbols. Their foot steps stopped when they reached a triangular door ahead of them.

"Gah! Another dead end." Catra groaned.

"No, it's not." Adora said as she slowly approached the door, and placed her hand on it.

"Adora?" Ben asked confused.

"Eternia." Adora said and then as if on command the door opened leaving Catra and Ben with a dumbfounded look on their faces.

"Eh long story." Adora dismissed as they continued down the hallway.

They found themselves in a black void, there was nothing there. The runestone in Adora's sword glowed as she raised it to illuminate their way.

"Okay now which way?" Ben wondered.

"Cool, you found the Infinite Darkness room." Catra said sarcastically. " Have fun, I'm gonna find another way around." However when she turned round.

"...Uh...where'd the door go?" The door had disappeared. Much to everyones surprise.

The trio were taken by surprise. To Ben this was just like the Perplexahedron cube all over again. Different rooms mix and matched doors all to protect a piece of the Map of Infinity. Except this place didn't have a treasure that was worth stealing. Unless you count the tech and the knowledge lying within.

Then Adora sees something out of the corner of her eye. "Wait, I think I see something." She said as she approached what looked like a lone red light in the void. "Hello? Light Hope?" She called.

The trio walked towards a small red light floating in the void. Adora is all but curious by the sight of it. She kneels down for a closer look.

"Uh guys I'm not so sure this is a good idea." Ben said a little nervous.

"Why? Oh you're not scared are you?" Catra teased.

"No!" Ben denied. "But let's just say I get nervous around strange lights in a void. And in my experience thats never a good thing."

He was right suddenly a strange beeping noise was coming from the light itself. Which was even more of a curiosity to Adora and now Catra.

"Whats…" Suddenly the light blinds the trio and a red light starts scanning them.

The next thing they knew the three of them found themselves standing in a base. However this wasn't just any base. This was a Horde base in the Fright Zone.

"What the heck!" Ben exclaimed.

Adora instantly turned to the one responsible for this. She shoved Catra into the nearby column pinning her there.

"What kind of game are you playing?!" She demanded.

"Whoa, whoa! I have no idea what's going on." Catra said holding her hands up and shook her head. "There's no way we can actually be in the Fright Zone!"

"So what is this, another Shadow Weaver mind trick?!" Adora accused.

"I doubt it. Now let go of me!" Catra then pushed Adora off her and walked away leaving her and Ben alone.

"Uh Adora I don't think this was Shadow Weaver, I mean wouldn't she need to be here to do a mind trick." Ben tried to calm the situation. "Or even send one of her Shadow Spy things?"

"Maybe but how can we be here?" Adora wondered as she walked around the area.

Ben took a look at his surroundings they were in the Fright Zone, but something seemed different. He suddenly noticed the wall glitch? He was surprised and decided to find Adora and Catra.

Catra meanwhile was looking around for answers. She turned a corner and saw a lizard Horde Soldier standing guard. She approached the guard.

"Hey, you! Guard." Catra addressed but the guard said nothing, almost as if he didn't see her.

"...Uh, hello?" Catra addressed again waving her hand in front of his helmet and then moved to tap it. Suddenly her finger passed right through the was taken aback seeing the helmet glitch before returning to normal. She laughed a sigh of relief as she looked for Adora.

"Hey, Adora! This isn't real!" Catra called "Adora? Tennyson?" She called again.

A distance away Adora and Ben were still looking around. Until Adora heard a familiar voice.

"Adora!" Said an alarmed voice.

"Catra?" Adora called turning round. Ben and her looked to see it was Catra but something was different about her. She looked younger about seven years old with messed up hair and wearing a red and white uniform with grey pants.

Adora looks in surprise seeing Catra as a child. Ben just looked completely startled. How did she get so young.

"Adora, am I dreaming or is she…" "If your dreaming then pinch me too." Adora interrupted Ben.

"Adora!" Cried young Catra as she ran forward and passed right through Adora and Ben. They both felt weirded out by turned round and saw with young Catra a younger looking Adora around the same was looking at young Catra's face.

"Hey, Adora? There's a…" Present day Catra called out and found her and Ben.

"Shh." Adora said directing her attention to their younger selves. Catra looked with wide eyes.

"Does it look broken to you?!" Young Catra asked her friend sniffing her nose.

"It's not broken, you're fine!" Young Adora said almost laughing.

Ben just watched the situation, and realised one possible theory behind what they were seeing now. "Oh great time travel as if things weren't getting any better."

"Shhh." Catra said to him.

Young Catra looked at her hand which touched her nose and then screamed in fright. "I'm bleeding."

"You're not bleeding! And why would you try and pick a fight with Octavia anyway?" Young Adora asked.

"I didn't do anything, all I did was exist near her." Young Catra denied. "And scratch her on the eyeball. And call her a dumbface."

"Catra!" Young Adora scoffed.

"What she has a dumb face!" Young Catra said in defense.

"Huh where is she?" Young Adora asked offering her hand. Young Catra took it and she took her over to a stair railing where the young feline pointed out Octavia.

Octavia was a fish like Force Captain with aqua green like skin and straight hair. Wearing a red and dark red uniform with red boots. She also had tentacles running down from her Bens eye she looked a little bit like a certain assistant of Azmuths, the one who helped to find him during a little. Incident with the Omnitrix. Minus the squid face.

"Hey, Octavia!" Young Adora called out getting the grunting Force Captains attention.

"You're a dumbface!" She then called out. The tentacled Force Captain didn't take that lightly. She roars out in anger and chases after the two brats who insulted her.

"She's coming!" Young Catra said practically laughing.

"Run!" Young Adora called. The two of them ran away from the chasing soldier laughing the whole time.

The moment the children ran past a pillar. In their place was modern day Adora and Catra laughing and holding hands. They stopped in a hallway with Ben close behind.

Catra and Adora realise they're now standing in a corridor of First Ones writing. Also that they're holding hands. Ben was all but confused, but at the same time he could see they were good friends once.

Catra swatted Adora's hand away and leaned against the corridor wall.

"What was that!" Catra asked.

"I don't know, you think that red light was like some kind of time machine or something?" Ben wondered.

"No it must have been some kind of simulation. It's tapping into our memories." Adora theorised.

"So it was like a personality scan that sent us on a trip to memory lane?" Ben wondered. "Not the weirdest time travel experience I've ever had."

"Yeah but why, I have no idea…" "Ugh, this place is so weird. How can you deal with all of this magic stuff?" Catra interrupted Adora.

"I'm only dealing with it because I need to figure out how to heal Glimmer after someone got her cursed." Adora reminded accusingly.

"Hey hey ease up Adora." Ben said calming her down.

"What your defending her?" Adora questioned.

"Look Catra is as much to blame for this whole thing as Shadow Weaver but playing the blame game isn't going to help right now." Ben then reminded.

Catra just growled angrily at the two of them. "What do you want? An apology?" She shoved them away. "You're not getting one."

They continued to walk down the hallway of the First Ones ruin. Upon passing a pillar, they suddenly found themselves in a forest in the dead of were completely surprised by their new surroundings.

"Oh great now what!" Catra groaned.

"I don't know, th…this doesn't look like the Whispering Woods." Adora noted, she then looked up to the sky and noticed something.

"Stars?" She said in surprise.

"So?" Catra questioned.

"Think about it there are no stars in the sky on Etheria." Adora pointed out. "Ben what do you think."

However Ben wasn't able to answer as he was completely frozen in a mixture of surprise and shock. He looked at the forest and the trees around him. It was almost as if he had been here before.

Adora approached him and saw the look on his face. "Ben?" She said trying to get his could see the same surprised expression she had seeing her younger self.

"Whats up with you? You look like you've seen a ghost?" She asked.

"Guys… I…I don't know how but, this is Earth." Ben breathed in surprise.

"Uh what?" Catra said confused.

"Earth?" Adora realised. "You mean the planet you and Rook are from?"

"Yeah." Ben said. However before he could say anything else they heard a voice.

"Aw man!" Ben saw the voice came from behind some trees. He Catra and Adora looked from behind the tree and saw someone.

It was a young man, about ten years old. He had brown messed up hair, green eyes, wore a white sports shirt with a black stripe down his front and collar. Wearing moss green pants with black and white seemed the young man was rather depressed about something.

"This is gonna be the worst summer ever! I might as well have gone to summer school!" He complained.

Ben couldn't believe it. Adora wondered why until she got a good look at the young man, she saw an uncanny resemblance. She remembered how the simulation played on her and Catra's memories then this meant only one thing.

"Ben…is that…" "Yeah….thats me." Ben answered Adora's question. Catra looked and could also see the resemblance.

Just then young Ben looked up to the sky and saw what looked like a shooting star. Soaring across the nights sky. He looked in amazement and admiration.

"Whoa! A shooting star!" He said amazed.

Suddenly an unknown force knock the star changing its course. It was now heading straight for young Ben who gasped as he ran away from the falling star as it crashed into the ground. The collision sent Ben flying across the air and hit the forest floor.

He went to look at the crater and saw it wasn't a star but something else. "Looks like a satellite or something?" He said.

The star stopped glowing with steam pouring off it. Young Ben kneeled down to get a closer look, suddenly the ground below him gave way causing him to slip into the crater.

Present day Ben, Catra and Adora went over to the crater and continued to watch with interest. Ben knew exactly what was going to happen next, but they didn't.

Young Ben took a closer look and it wasn't a satellite, but a small spherical pod with strange black symbols. The pod suddenly opened, and inside it shone a green light. The light soon revealed to young Ben a watch looking device in grey and black with white pipes coming from the control dial. Residing on it was a familiar looking hour glass symbol.

"A watch?" Young Ben said surprised. "Whats a watch doing in outer space?"

His curiosity got the better of him so he reached his left hand out to grab the mysterious watch. Suddenly the watch opens up and latches onto the boys wrist.

Young Ben was completely startled and panicked shaking his wrist up and down. "AH GET OFF ME GET OFF GET OFF!" He tried to pull it off to no success.

He climbed out of the crater and ran away. "Grandpa!"

Later he was in another part of the forest trying to pry the watch off with a stick. But that all but failed. He then tried to twist the dial which suddenly popped was startled and the hourglass turned into a diamond shape revealing the silhouette of someone on fire.

"Cool!" Young Ben said amazed. Without any hesitation he used his finger to push down the dial and was suddenly engulfed in a bright green light.

Red coloured rocks started crawling up Bens arm as he screamed in fright. Suddenly he was on fire, he had just turned into Heatblast.

Heatblast screamed in shock as he saw what he'd become. "AHHHH I'M ON FIRE I'M ON FIRE AHHHH!"

He ran as fast as he could and as he passed a tree. He was now present day Ben in human form. He looked over him and saw he was back in the corridor of the First Ones ruin again.

Adora and Catra soon caught up to Ben and were just as surprised. "Did… did we see what I think we saw?" Adora guessed.

"If it was the origin of my powers, then yeah it was." Ben said.

"So thats how you got that fancy watch? Because you saw a shooting star in the sky?" Catra wondered.

"Hey natural curiosity the bane of humanity." Ben admitted.

"On top of that your telling me your from another planet? Hows that even possible?!" Catra questioned.

"Come on Catra you think anyone from Etheria could do some of the things he can do and who has tech more advanced than the Horde?" Adora pointed out.

"Touche." Catra said.

The group continued walking down the hallway. However Adora still had something on her mind, something she wanted to ask her former friend. Ben could tell that Adora was thinking about what happened in the Fright Zone during their escape. He would be lying if he wasn't a little bit curious too.

"Can I ask you something?" Adora genuinely asked as they arrived at a doorway.

"Ugh. Can I stop you." Catra replied in a bored tone but as they walked forwards Ben quickly pulled them back.

Just in time to prevent them from falling down the pit that was in front of them. They faced a large deep darkening hole, luckily however there was also a bridge made out of a fallen pillar.

Catra pushed herself off Ben as she made her way over to the toppled pillar. "You're welcome." Ben said rather annoyed.

"Why did you help us escape after Shadow Weaver captured us?" Adora then asked.

"Not this again." Catra just ignored that as she climbed onto the pillar with Adora and Ben close behind her.

"She does have a good point I mean one minute your trying to claw me to bits and capture Adora." Ben added. "The next your handing back the sword and helping us escape, why?"

They kept talking about it as they hurried across the pillar. "It's the one thing I can't figure out. You didn't have to do that." Adora then added.

Catra soon made it to the other side and leaped off the pillar and landed with her feline agility. Ben soon followed. Adora was climbing down from the pillar.

"You could've gotten caught...why risk it?" Suddenly the ground below her crumbled she yelped as she was about to fall backwards into the pit.

"Adora!" Ben exclaimed and was about to reach out for her until Catra beat him to it by grabbing her hand. Adora was hanging over the edge.

"Did you really think I'd just let Shadow Weaver erase your memory like that?" Catra asked.

"I dunno. Probably." Adora answered unsure.

Catra pulls Adora up from the ledge. "Yeah, well, you never did have too much faith in me." She said walking away.

"Like Shadow Weaver?" Ben then said causing Catra to stop in her tracks.

"You know before I jumped in to help Adora and Glimmer, I heard what she said." He continued. "About how she wanted Adora back as Force Captain treating you like some kind of place holder?"

Catra just said nothing as she listened to what Ben was saying. "I just don't get why you have to take that from her, from what I've seen your just as good as Adora."

"Yeah well tell her that." Catra simply said. Ben could see she had a toxic relationship with her commanding officer/mother figure like Adora the two kept going forwards and Adora felt the brush of Catra's tail on her hand as she caught up to them.

"It wasn't all bad growing up in the Fright Zone, was it? I mean, you still have some good memories, right?" Catra wondered to Adora.

"Of course I do. But it doesn't change the fact that the Horde is evil. I had no choice. I couldn't go back." Adora tried to explain her case.

Catra just looked away for a brief moment, Adora could see how much of an affect her leaving was taking on her. Ben could see it too, in a way he saw this same kind of look when he first met Kevin in New York back when he was ten.

However Adora did crack a small smile as she nudged Catra a little. "Hey. I miss you, too."

"Wha? I don't miss you" Catra scoffed as she kicked Adora away a little causing her to yelp in surprise. "Get over yourself!"

"Not until you admit you like me!" Adora teased giving her old friend a noogie to the head. Ben honestly didn't know what to think at this point, he knew Adora and Catra had some history pre sword but he couldn't tell if they liked each other or if they hated each other.

In a way it reminded him of how he and Gwen used to tease each other when they were kids.

"I do not like you!" Catra said pushing Adora away against a crystal pillar suddenly she fell right through it as it glitched.

Adora landed on her back into solid concrete she got up as she, Catra and Ben now found themselves in what looked like a battleground in a city.

"Oh come on! Now where are we?" Catra exclaimed.

Ben could see they were on Earth but something about this city seemed familiar to him. His trail of thought was cut off by sounds of explosions coming from nearby.

"What was that?!" Catra exclaimed. Ben saw something leap up from one of the buildings he squinted to get a closer look his eyes widened with shock as he ran towards the street.

"Ben!" Adora exclaimed as she and Catra chased after him. Suddenly another building exploded and was rendered to rubble.

The trio arrived and Ben was frozen in shock. For emerging from the smoke and rubble was a squid faced tyrant he recognised all too well indeed.

"I grow tired of this!" He exclaimed.

"VILGAX?!" Ben exclaimed and he looked to see he had one of his aliens Stinkfly wearing black and white in his grasp trying to break he remembered this was his first encounter with the tentacled tyrant. The very day when he learned of his grandfathers, Plumber days of intergalactic proportions.

The tyrant reached out to Stinkfly and his clawed finger glowed red as it tapped the Omnitrix dial on his face. Which some how reverted him back to ten year old Ben. Catra and Adora couldn't believe their eyes. Ben felt like he was reliving an old nightmare again. Which in a way he was.

"Hey! How'd you do that?!" Young Ben demanded.

Vilgax was more than taken aback by the true form of the one wielding his prize. "A child?! The Omnitrix is in the hands of a mere child!" He exclaimed.

He then tried to reach for the Omnitrix which then glowed brightly sending out a jolt of power that sent Vilgax crashing into a wall and sent the present day trio flying away into a dark void.

Ben got up from the ground still shocked by what he'd just seen. Catra was still reeling from that experience but it didn't stop her and Adora from asking questions.

"Okay will someone tell me who or what that was!" Catra exclaimed.

"That….was Vilgax." Ben said in-between breaths.

"Vilgax?" Adora breathed then remembered where she'd heard that name before. "You mean the intergalactic warlord who wanted to take the Omnitrix and conquer the universe? That was him!"

"Yep thats the one tentacles and all." Ben said rather grimly.

"But why did he want the Omnitrix to begin with?" Adora asked.

"Uh who wouldn't I mean with that much power even the Hordes up in arms about Benny boys watch." Catra put in.

"Actually your not too far off." Ben said. "Vilgax did want the watch, try to imagine what would happen if an entire army had their own Omnitrix or if someone programmed robots synched to it. They'd be unstoppable."

Adora merely grimaced at that very thought, she knew how powerful Ben was with the watch. However if someone of bad intentions got their hands on it, it could spell disaster.

"I can only imagine." she said a little afraid.

"Yeah, if he could do that I could do a whole lot more." Catra said still hooked on the idea of getting the watch.

"Oh and why do you want it Catra, just to show up Shadow Weaver?" Ben said. "Because if Vilgax got a hold of it, you or her wouldn't be so cocky."

"Please I can handle Shadow Weaver, and I bet I could handle that freak too." Catra said.

"Trust me on this tabby." Ben said in a dead serious tone. "You do not want to pick a fight with Vilgax! I could barely hold my own against him and that was back when I was a kid!"

Adora was all but taken aback, this being nearly beat Ben as a kid even with his power. But what took her by surprise the most was his deadly serious tone talking about him.

"I've fought him since I was a kid and every time he came back stronger than ever. And I let my cockiness get the better of me!" Ben said rather serious. "I've since learned not to have a big ego can you say the same?"

"Get out of my face!" Catra said as she pushed Ben away and he crashed into Adora knocking her to the ground.

Suddenly the ground lit up and beeped in red. The group then found themselves standing on some kind of battle platform. Catra and Adora recognised it all too well.

"Oh boy here we go again." Ben realised.

Suddenly a younger Catra around her preteen years runs through present day Catra with a staff in hand. She was yelling as she clashed staffs with a pre teen Adora.

Plumeria:

Meanwhile in the glowing light of Plumeria as fireflies glowed in the night sky. The Plumerian's were enjoying a night of Arts and from a distance was Rook in the company of a certain Flower Princess.

"Your people are very gifted in the ways of arts and crafts, and the floral head dresses are quite eye catching." Rook complimented.

"Yes indeed come on, you'll love this." Perfuma said pulling Rook along.

The two of them walked through the kingdom and Rook saw a lot of Perfuma's people enjoying the peaceful night. A pregnant mother was walking around with her child as other Plumerian's mediated on tranquil surroundings.

"Our people have lived in tranquility for thousands of years. We're known for our beautiful flowers." Perfuma used her powers to grow flowers around them. "Our majestic trees." Rook looked around and saw some tents in trees. He should know he helped rebuild some of them.

He looked and saw a rather large looking tree in the centre of the village. It was large and pink coloured with vibrant leaves and a giant magenta coloured stone in the centre of it.

Perfuma skipped over to it. "This is the Heart Blossom, the centre of our kingdom. And the source of all my magical powers!"

"It is quite a beautiful tree, I take it this is a runestone much like Bright Moons?" Rook wondered looking closely at it.

"Yes it is every princess has one." Perfuma explained.

The young Revonnahgander looked at the kingdom around him and could see how happy everyone looked. Despite the threat of the Horde they continue to try and live a quiet life. In a way it did remind him a little of his own home planet.

"It is looking at this place that does remind me of my home on Revonnah." Rook said rather warmly.

"Your home planet, you didn't get chance to tell me a lot about it during Princess Prom, what is it like?" Perfuma asked.

"Well my people are a farming commune, we harvest our native fruit Amber Ogia. It's our natural food supply." Rook described as he and Perfuma sat down on the floor near the Heart Blossom.

"Revonnah is beautiful during the harvest season, the harvest festival and the feast to celebrate." Rook continued.

"It sounds like quite the tranquil life." Perfuma said admiring it. "So why leave it?"

Rooks mood went a little low at that question, but chose to explain. "Well I decided I wanted to see the worlds beyond my own planet, so I enlisted for the Plumbers Academy, graduated and was later partnered up with Ben." He explained. "However what I had failed to comprehend was how my new life would affect life back home."

He moved onto explain the situation of when he returned home to attend the harvest festival. How his leaving did cause some tension between him and his father. He told Perfuma of Fistrik and his intentions to use his homes native fruit to power a weapon. Rook explained how his fruit was more than just edible it could be used as fuel and building material. In the wrong hands it could be used as a weapon.

Rook moved onto when the Incursians a war like race invaded his home and used a mind control agent, to control his people. The agent it seemed was made from the Amber Ogia itself. Perfuma was horrified to know how Rooks home was being abused just for its resources. This to her sounded like how her own home was threatened by the Horde poisoning her land.

"I am so sorry your planet was being abused like that Rook." Perfuma said. "But you were able to stop them?"

"Yes, it was then I realised a mistake I made by leaving home." Rook explained. "However my father told me that they could defend themselves after they reclaimed their will. How I had inspired them to fight back, and my sister Rook Shar actually wanted to be a Plumber like me. They called me a hero."

"And you are, you showed your people they can defend their home whilst still staying true to their ideals." Perfuma said, then remembered a similar lesson. "Much like how Adora and the others inspired us."

Rook could see how much the princess was still upset over the loss of Entrapta. "Yes but sometimes people can take their ideals too far."

"What do you mean?" The Flower Princess asked.

"Approximately a year ago, my sister Shar, went to attend the academy but not everyone was pleased by this notion." Rook explained. "Master Kundo, the master of our native fighting style Revonnah-Kai, he felt a strong need to keep our age old traditions in-tacked, and was willing to do anything to do so. Even if it meant crossing the line."

"You mean, he lost his path and turned into someone he wasn't?" Perfuma wondered.

"Yes, I thought he was dead after he fell into depleted Blastonium but all it did was turn him into a monster." Rook continued. "He wanted to destroy the Plumbers thereby removing law and order from the galaxy as a way of extinguishing technology to return to the old ways."

"He was so caught in the past that he didn't open the doors to the future." Perfuma said in her own way. "He lost his way and became the very thing he wanted to destroy."

"Indeed sometimes one can want something too badly and would risk the lives of millions to achieve that." Rook agreed.

"Its much like the other princesses, we're too different from each other. Thats why we couldn't work together, thats what cost Entrapta her life." Perfuma said a little young Plumber could only look in sympathy. He placed his hand on Perfumas as he looked at her.

"I understand how it feels, but whilst you, Mermista, Glimmer, Entrapta, She-Ra and Frosta maybe different, thats where your strength lies." Rook explained.

Perfuma was rather confused what was he talking about. "Myself and Ben are both different from each other, and sometimes I do disagree with some of his thinking, as I like to enact a strategy before we act." Rook explained. "However at times we disagree, we eventually come together and accomplish our goals. Our differences are actually our greatest strength. It is the same with the princesses."

The Plumerian Princess hadn't once considered how the differences of the other Princesses would actually be their strength. Sure they had different abilities and how they would handle situations but in the end they all had the same goal.

"Our differences are our greatest strength?" Perfuma said.

"Yes, despite your differences you have the same goal, to live a quiet life on your planet. I am not telling you what to do Perfuma, but sometimes you cannot always wait for others to solve your problems, you must face these problems for something that you do not fight for can haunt you for the rest of your life."

Perfuma had nothing but admiration for Rooks words at this point. It was like he was talking from his heart and own experiences. He wasn't suggesting anything he was just telling her his own thoughts. She couldn't help but admire him for that his courage and his wisdom, and his kindness. But wait why was she thinking this. She did think of Rook as a friend but now she was feeling something different it was hard to describe it.

"You are truly wise Rook." Perfuma said. "Thank you."

"Of course that is what you do for a friend." Rook explained then out of nowhere Perfuma just enveloped him in a hug. He did blush slightly but slowly returned the embrace.

Meanwhile: The Beacon:

Preteen Adora and Catra were still duelling with staffs that crackles with electricity as they came to blows. Catra threw a few jabs towards Adora only for her to dodge them and swing her staff back at the feline opponent. Adora stood with a rather smug look and Catra let loose an attack swinging her weapon only for the cadet to block her strikes then ducked below another.

Adora looks up only for Catra to touch her on the forehead. Adora squinted but Catra just laughed which she returned with a smile before swinging at her with her staff. Catra dodged the strikes and jumped on her opponents staff making her drop it then to land a strike. Adora caught the staff in her hands and held it still. She flipped Catra over to the floor.

"OWWW!" Catra cried and Adora ran over to her in concern.

"You okay?" She asked. Out of nowhere Catra swiped at Adoras feet tripping her up and uses her staff to pin her down on the ground.

Catra just smiled and though she struggled Adora smiled back but this was a smirk like something was up. Catra was suddenly attacked from behind by a preteen Lonnie. Catra blocked her attack only for Lonnie to make her fall to the floor and was ready to deliver the final strike. The feline blocked the strike and used her agility to leap over Lonnie causing her to fall on her back then Catra delivered a strike to her chest armour which alerted with a red cross on the green plate. She was out.

Catra took a few breaths when suddenly Adora came in and attacked. Knocking the staff out of Catra's hand and delivered a strike to her chest armour. Catra fell to the ground in defeat.

Ben watched the whole memory and he could see the two of them were trained side by side, almost like sisters. He had to admire Catra's determination. He had a rather impressed smile on his face.

"She has talent." He said silently.

"And there's our winner." The lights were lit and illuminated the training room and the handler watching the match. He was a blue skinned reptile wearing a Horde uniform.

Adora smiled and offered her friend her hand to help her up. Though she grumbled she accepted the offer as she was pulled back up.

"Good work, cadet. I like your focus. This win will definitely be reported back to Lord Hordak." The trainer said which made Adora very happy indeed.

Catra however had a small bone to grind with a young Lonnie who stood with a preteen Kyle and Rogelio.

"What was that? Way to gang up on me!" She said rather upset.

"You were fighting dirty. I was just levelling the field." Preteen Lonnie replied which did make Catra growl rather angered. It would have escalated if Adora hadn't come over.

"Hey, you were awesome!" she complimented her friend, but was a little concerned. "Did I hurt you?"

"No I'm fine." Preteen Catra brushed off. "You're just lucky I let you win."

"Right…" Adora said in a rather smug tone.

"If I came in first, people might expect me to actually start doing stuff around here." Catra explained in a know it all like way. "Trust me, second place suits me just fine."

Adora though a little bit smug decided to drop the issue. "Yeah, okay. Come on, let's go cool down."

"In a minute, I'll meet you there." Catra then said.

"Hey, guys, wait up!" Adora called out as she joined Lonnie, Kyle and Rogelio as they laughed and commented how the training session went.

Young Catra however just walked away and went to the cadet locker room. Clenching her fist she removed her training armour and went over to the sink and mirror.

She was breathing rather heavily and had tears in her eyes. Ben watched the whole thing seemed like she didn't like the idea of being second to Adora, though she would never show it. It was just like how he and Gwen would never be second to each other as kids be it with the Omnitrix or even the luck charm of Bezel. Some reason he found himself reaching out and wanting to comfort her. Suddenly as she looked at herself in the mirror she saw her present day self and backed away in shock.

Present day Catra then bumped into Ben rather startled. "Hey you okay?" he genuinely asked.

"Get away from me!" She yelled in anger pushing him away and backed up to the mirror as the locker room glitched. Suddenly the mirror glowed red.

Ben was the first to be alerted by this. "Catra get away from there!"

"Unauthorised presence detected. Security protocol activated." The face of a spider bot appeared in the mirror as the voice spoke.

Furthermore it climbed out of the mirror and tripped Catra up. She shrieked in terror as Ben hurried to try and help her.

Present day Adora heard the scream from the training room memory. The younger versions of her former Horde Comrades then glitched away as she heard the shriek again.

"Catra!" Adora breathed in horror. She ran into the locker room and looked in horror. "Catra! Ben!"

Catra was encased in green webbing gripped with fright as Ben tried his best to pull her free only for the spider bot to pull them back into the mirror. Adora grabbed her reaching hand as she and Ben tried to pull her free.

They were succeeding in pulling her back but then Adoras grip slipped and Catra was starting to fall back into the mirror. Ben still held on but in the end he got pulled through too. They both screamed.

"Catra! Ben!" Adora cried to the mirror. She saw them disappear. Adora hit the mirror with her fists and breathed in despair.

On the other side Catra was being pulled away by the spider bot after it swatted Ben off of it with its front leg. Catra struggled to break free from the spiders webs. She looked with panic she turned back and cried out for her friends help with her voice muffled.

Ben had just shaken off the blow from the spider bots attack and could hear the panicked screams of Catra voice. He had to act fast so wasting no time he activated the omnitrix, dialled in an alien and slammed on the dial.

He'd transformed into a muscular alien and his upper body was completely covered in large green eyes. His face didn't have any eyes at all he had bat like ears and dark yellow skin with a pastel yellow coloured chest. He wore black pants with green cuffs that were also on his wrists and the Omnitrix symbol lay on his green and white belt.

"Eye Guy? O..kay I was going for Razor Kat but this'll do!" He said as he hurried.

The spider bot kept pulling Catra deeper and deeper down the tunnel. Until suddenly.

"Hey bug face!" The bug and feline looked up to see the Opticoid. "You're gonna get a real eyeful of this!"

A massive eye emerged from his chest and let loose a powerful beam of energy which blasted him right in the head forcing him back. He quickly used a beam from the eye on his lower arm to cut Catra free from the webs. Suddenly he was catapulted into a wall by the Spiderbot which pinned him in place with some webbing.

Eye Guy used his strength to break free and push the beast back. Meanwhile Catra sharpened her claws and tore herself out of the webs and ran at the spider bot.

The spiders attention then turned to Catra as it fired more webs at her which she avoided. Catra growled as she avoided one of its legs and leaped onto its head. She used her claws to tear through one of its red eyes causing it to cry in pain. She then began tearing the beast apart piece by piece.

She leaped off the eye and laughed in triumph, only for it to try and get up again. But suffered the final blow curtsy of Eye Guys energy beam which blasted its head clean looked at the Opticoid rather miffed, it was like Adora stealing her thunder all over again.

"You okay?" Eye Guy asked as he got the webbing off her shoulder.

"I had it." Catra growled.

"Yeah so I noticed." Eye Guy said given how he saw Catra tear it apart like an animal possessed. He looked around and saw they were separated from Adora.

"Great now we're separated from Adora, we gotta find our way to her." He said. "But we better stay together, who knows how many of these creepy crawlies are around."

"Will you stop telling me what to do!" Catra exclaimed as she pushed him away. "I'm sick of this place let's just find Adora and get out of here!"

She then walked off leaving Eye Guy to let out a breath of frustration. "Of all the ungrateful people to get separated with in this crazy tower! I get stuck with a crazy tabby cat with a death wish!"

The Omnitrix times out reverting Eye Guy back to Ben. "Wait up!" He called out to Catra.

He caught up to Catra who was leaping off one of the collapsed road pieces heading up to the next door.

"You got a real gratitude problem you know that! I was trying to help you!" Ben called.

"I don't need you or Adora to save me! I've been doing just fine on my own. No thanks to you or her!" Catra was about to leave until Ben grabbed her.

"Hey you don't think this is hard for Adora too!" He said. "She regrets leaving you! I can see it in her eyes especially when we were at the Sea Gate! But did you stop to think about why she left? She saw what the Horde was really doing and couldn't stand seeing people get hurt!"

"Oh and how is that my problem?!" Catra exclaimed.

"Really after seeing you two train together, and after getting into the highest ranks, you never thought about the Hordes true purpose?! You never once questioned the things you were being asked to do?" Ben questioned her. "And don't give me that whole who I was before didn't matter speech from Shadow Weaver because I know it's not true, you and Adora mean a lot to each other and you clearly don't like Shadow Weaver so why don't you ditch her and come with us!"

Catra just scoffed at that."Wow I never noticed this but your just as obnoxious as she is. If I wanted to go I would but do you know why because I want to stay in the Fright Zone! To be a better Force Captain!"

"Why cause you want to conquer helpless people or because you think you have something to prove?" Ben then said. "I've seen what you can do, and it seems to me like you have nothing to prove, if Shadow Weaver doesn't see that then thats her loss."

"What do you know you don't know the first thing about me!" Catra exclaimed.

Suddenly they wondered into another memory. This time they were in what looked like they were in an old bridge in a big city. Suddenly they felt the ground rumble around them and saw there was a fight taking place. The two of them looked and saw ten year old Four Arms fighting what looked like a seriously deformed version of himself. Ben instantly recognised him it was Kevin back when he was a kid and tried to absorb his alien powers.

"I'm taking all your alien powers!" Mutated Kevin exclaimed as he fought against Four Arms. The Tetramand swung Kevin into a wall only for him to grab his upper arms and slam him into the other wall then bent his knee and slammed Four Arms into it. Before tossing him away.

Ben and Catra noticed a rather rustic looking RV pulling up to the bridge and how an elderly man and a ten year old read haired girl in blue and white appeared to help the kids trapped under the bridge.

"Grandpa, Gwen." Ben breathed in honest surprise.

Catra however turned her attention back to the battle. Four Arms was struggling to hold Kevin back. He managed to catch one of his punches. Only to hear a certain beeping noise and the Omnitrix on his shoulder glowing red.

"No!" Four Arms exclaimed and decided to finish this battle now. Throwing several punches at Kevin before landing a final punch which sent him flying into the bridge pillars.

Kevin pushed off the rubble as he looked a little afraid. "Come on I give! I give I'm sorry! Just lighten up!"

Four Arms turned back to ten year old Ben. "I just did by about three hundred pounds." He said.

Kevin looked a little relieved with his mutated face. "Guess I just went a little wild with power, I don't have anyone else like you to help me."

Catra looked at the mutated eleven year old and in some way couldn't help but see some part of herself.

"We can still be partners, we'd just be kicking butts for good, instead of for ourselves." Young Ben tried. "You could hang with us." He offered gesturing to Max and Gwen.

Kevin looked a little unsure. "Whats in it for me?" He questioned.

"For starters people will like you." Ben said offering his hand to help him up.

However instead of accepting help he grabbed the Omnitrix trying to pull it off Bens wrist who cried out as he did."Ben!" Max cried as he ran to help his Grandson.

Kevin could only laugh. "Oho man! You are so dim!"

Max tried to punch his back only for the mutated eleven year old to push him away. "Your mommy drop you on your head when you were a little baby!" He teased as he kept pulling on the watch. "NOW GIVE ME THAT WATCH!"

"You're the one who's dim I told you I can't!" Young Ben exclaimed and suddenly the Omnitrix surged with energy and the blast catapulted the both of them away from each other. Grandpa Max caught Ben, while Kevin just crashed into a bridge support for the whole thing to come crumbling down on top of him.

The smoke cleared and Kevin emerged from the rubble back in his human form. He looked at himself horrified he'd lost his power.

"NO!" He exclaimed as he ran off leaving Max, Gwen and Ben completely alone.

The simulation glitched back to a First Ones corridor leaving Ben and Catra still reeling from that memory.

"Don't know the first thing about you huh?" Ben wondered as he looked at Catra.

"So who was that freak anyway?" Catra questioned.

"Believe it or not that 'freak' was actually in your shoes once upon a time, or paws or well you know what I mean." Ben wanting to hear anymore life stories Catra just continued on her way through the tower maze.

Adora meanwhile was trying to find her way back to Ben and Catra, but couldn't find her way back to them.

"Catra! Ben!" She called.

However she couldn't find them then suddenly she found herself in a forest again. She looked around and realised this was another simulation.

"Ben wait!" She heard a voice and when she reached a clearing she saw young Ben this time with a girl about his age but taller.

"You made them say that didn't you Gwen!" Ben said rather angry. "Cause your so jealous that you can't turn into aliens like me!"

Young Gwen was completely taken aback she was being blamed for Bens mistakes. Adora was still trying to get an idea of what was going on here.

"You honestly think Azmuth would listen to me or anyone else?! You did this to yourself Ben!" Gwen said.

"I'm the one wearing the Omnitrix! I can turn into whichever alien I want! And no-one can stop me!" Ben exclaimed back.

"I beg to differ!" Called another voice one that made Bens blood run cold.

Adora looked and saw what looked like a monster with red crooked symbols and a cannon for an arm. For some reason it reminded her or one of Bens aliens namely Upgrade. Only more twisted. She also felt a little scared by his appearance.

Malware fired his cannon towards the children only for them to duck out of the way and it hit the RustBucket instead. Tipping the vehicle on its side.

"I am here for Azmuth!" Malware exclaimed.

Gwen quickly used her powers to try and stabilise the RV whilst Ben readied himself to face his enemy. "You picked the wrong hero to mess with again!"

"So you pick the right hero Ben! Remember the only time you remember the only time you ever beat him was as Diamondhead!" Gwen was able to stabilise the Rustbucket.

Ben activated the Omnitrix and dialled in an alien, but when he slammed down the dial he didn't turn into Diamondhead he turned into Feedback with a white strip going down his front. However this wasn't an accidental transformation this was deliberate.

"This is no time to try and make a point!" Gwen exclaimed still getting the RV back on its wheels.

However Feedback didn't listen as Malware fired his energy blast the Conductoid caught the energy blast in his plug antennas. Adora looked and saw that Ben was ignoring his cousins advice but why just to prove something?

"Relax Gwen." His hand surged with power. "See what comes around goes around."

However Feedback was so busy gloating he didn't see Malware grab his wrist taking him by surprise. "Excellent suggestion!"

He directed the blast towards the RustBucket blasting the RV which was now back on its wheels.

"Come on Ben!" Gwen said genuinely scared for her cousin. "Turn into Diamondhead quick before Malware…"

But she was too late the insane Galvanicmechamorph restrained Feedback and grabbed the Omnitrix dial.

"Destroys the Omnitrix!" Malware finished. Suddenly red lines emerged from the dial and spread all across the Conductoids body.

Adora watched with horror as he struggled to break free from the virus that was spreading all over him. Suddenly a blast of red light emerged from the Omnitrix and as Adora looked closer she saw that somehow this maniac separated young Ben from Feedback who now stood lifeless in his hand.

"My my isn't this a surprising turn of events." Malware said with sick pleasure as he tossed Ben away. "If I am not mistaken this seems to be your favourite alien Ben Tennyson Correct?"

Malware held the lifeless Feedback in his hands as the greatest horror was yet to come. "Not anymore."

Suddenly Feedback was rendered to nothing but ash in Malwares hands much to Bens absolute horror."NOO!" He yelled.

Adora covered her mouth as she gasped in horror seeing a life taken by the hands of a psychopath right in front of her. From one of her dear friends no less. She knew Ben had a lot of enemies but she never once imagined one of them was capable of this.

"Though I am here for Azmuth, I wish to destroy him with his most precious creation!" Malware turned to Ben. "The Omnitrix NOW!"

Ben looks at him with a look of anger as he twists the Omnitrix exposing the circuits behind the face plate.

"You want it so bad? Here!" Ben yelled as tears formed in his eyes puching the watch right into Malware as his red lines turned green.

Malware felt himself surging with power feeling the power of the Omnitrix surge through him. "AAH! Yes, yes! The power of the Omnitrix flows through me. It is me"

However his greatness was short lived as suddenly he was becoming unstable as the energy was over loading him. "No! It's overloading me! STOP!"

Ben just pushes his fist further into Malwares gut as it surged with energy. Max emerges from the RV carrying Azmuth in his hand as Gwen looks in genuine fright at what Ben was doing.

"Ben DON'T" Max yelled.

Ben yells as he digs his fist deeper into Malware whilst Gwen, Max, Azmuth and Adora all look in shock as Malware exploded into nothing.

The simulation then shut down around Adora and she was left in complete shock by the breathed heavily and tears were shredding from her face.

Just then she found herself standing outside someones house. She was more confused than before.

"What, where?" she questioned.

Just then the RustBucket pulled up to the house and young Ben and Gwen hopped out of it. "I like school but we but we probably learn more from Grandpa Max." Gwen was surprised to see them after what had just happened. Then she realised this was probably an aftermath.

"Go on, say it.You like school? What a dweeb!" Gwen said imitating Ben, however he didn't say a word he just walked away quietly. Leaving Gwen more than worried.

"You've been quiet kiddo." Max said as Ben headed to the house.

"Yeah I guess." Ben said without another word he was depressed.

"You've been through a lot the past few days. Go on in and rest up. You'll feel better." Max suggested as Ben walked right past Adora and into the house.

She could see that Gwen and Max were deeply worried for him, and she knew why.

"Grandpa, Is Ben gonna be okay?" Gwen asked with concern.

"Yeah. Just give him time." Max said.

Adora follows Ben inside to see a small alien on the arm of the sofa which he landed face first onto one of the cushions in depression.

"I come 76,000 thousand light-years, and I don't even get a formal greeting?" Azmuth said seeing how Ben didn't even know he was there.

"Oh. Hey Azmuth." Ben said on the cushion.

"Azmuth?" Adora was taken aback the small alien was actually the very creator of the Omnitrix that Ben told her about? She had to admit she thought he'd be taller.

"So, how is my greatest invention? You haven't blown it apart or dropped it in the toilet or anything?" Azmuth asked now standing next to Ben.

"No I guess not." Ben said still saddened.

"You know, you've been doing an awful lot of winning since you took possession of my Omnitrix." The Galvan then pointed out.

"So?" Ben asked.

"So you don't learn anything when you win Ben Tennyson." Azmuth explained.

Adoras was surprised to hear those words, she hadn't considered learning from her victories. She knew she'd won a lot both in the Fright Zone and with the Rebellion, and she was commended for it but never once did she take much from it. Never the less she continued to listen.

Ben turned his right eye to Azmuth to look at him as he continued to talk to him. "Losing this transformation you call Feedback was hard, wasn't it?"

Ben sat up on the sofa and spoke what he was feeling about the situation. "Yeah. It felt like he was a part of me." Ben breathed.

"Well, you can let that one loss define you from now on, or you can learn from it." Azmuth said taking his leave before looking back to Ben who had a genuine surprised look on his face.

Adora had taken in a lot of that speech too and she knew where she'd heard those same words before.

"But you know what I've learned through all my losses? I've learned that you have a choice, you can let this one loss define you from now on, or you can learn from it!" Bens words echoed in her mind.

"So…so thats how he learned that lesson." Adora realised with a tear running down her face.

"Adora!" Called a voice which startled her. She looked around and saw Catra and Ben coming through the opposite door.

"Catra, Ben you okay?" She then asked.

"Yeah, other than another crazy trip down memory lane. Not so bad. You?" Ben asked.

"Yeah the same." Adora then said still a little shaken by that last memory she saw.

"Okay if you guys are done talking we still gotta find a way out. Before we see another soppy Ben memory." Catra said being the damp cloth.

"Whats your problem Catra!?" Adora suddenly said. "I get it you nearly got hurt by the monsters, but this isn't easy for the rest of us! I just saw something I wish I could un-see but it just makes me think about what the Horde is doing is wrong and that someday they may go as far as make you do something you would one day regret!"

Ben wasn't sure what memory she had just seen but whatever it was obviously took its toll on his friend. Adora then softly grabbed Catra by the hand. "I know your not a bad person Catra, you don't belong in the Horde."

Catra just looked a little unconvinced by what her former friend had said. Then suddenly the walls glitched into another memory of their childhood in the Fright Zone.

"Let's just get this over with." Catra said already getting tired of these trips down memory lane.

Then running down the hall was a young Catra aged around five to seven. She was running, jumping and swinging from the cables on the ceiling like a child's jungle gym. She lands nearby and lets out a laugh.

"Catra wait up!" Called a younger Adora who was dangling from the wires in the tried to swing across but was having trouble doing so.

"What's it like being the world's slowest person?" Young Catra asked teasingly.

Adora tries to swing only for her to let go and crash into a trash heap on the ground. Catra waits then her friend emerges from the trash heap and starts chasing each other laughing as they did.

Adora finally caught up to Catra, however she stopped. She looked at what she was looking at. It was the entrance to a certain chamber where a certain runestone glowed brightly with energy.

"Whoa." Young Adora said in awe looking into the Black Garnet Chamber.

"It's open." Young Catra said.

"We're definitely not allowed in there." Young Adora said chuckling. However the two of them just smiled at each other and moved to go inside the chamber.

This was watched by present day, Ben, Catra and Adora. They all recognised that room all too well indeed. Adora however knew where this memory was leading too as she was there.

"You don't have to go in there." Adora said in concern but Catra just went in anyway. Ben was rather weary though this was a memory, he always had a feeling this wasn't going to end well. So the two followed.

The two children entered the sanctum of the runestone. They both breathed in awe by its shimmering beauty. Young Catra takes a closer look at the Black Garnet and just admired it.

"Wow." She said in awe as she looked around it. Then when she touched it she got a bit of a shock. Shrieking a bit in pain.

"Ma-maybe we should get out of here." Young Adora said rather nervously.

From out of nowhere there was the sound of a woman groaning. The two children tensed up a little frightened that someone was coming they quickly ran and hid somewhere.

Emerging at the door was Shadow Weaver, who seemed rather weak, could barely stand let alone walk. She groaned as she entered the chamber and touched the Runestone but though it gave her a shock it didn't do much to help her.

Ben watched the memory with interest. He could see the sorceress was in a rather weakened condition, but this all but confused him. The mad woman he fought in Mystacor and in this very room was all powerful more powerful than Charmcaster, Hex even Addwaitya. But now she looked weaker than a matchstick.

She walked over and leaned on her reflecting pool, but even Ben could not have been prepared for what happened next. She reached up to her faced and….removed her mask placing it down on the side of the pool.

If Ben wasn't creeped out before he was now, he briefly caught a glimpse of her face and was all but horror stricken. She had not yet noticed the children in the room. Young Catra and Adora looked but Adora gasped in horror rather loudly.

Shadow Weaver turned and saw the two children and they got an upfront view of her face. Ben was more horror stricken than ever but it did answer the question of why she wore a mask. To hide the horrifying image of a broken person.

She gasped as the children ran away. "GET OUT!" She yelled. Catra and Adora ran away but suddenly the way out was blocked by shadow.

"Catra you stay!" Shadow Weaver said putting her mask back on with Young Catra trapped in her energy snare.

"What do you think you're doing in here?" She said as she gestured her hand to make the young feline turn to face her. Her feet squeaked as she was pulled across the floor.

"We were just playing." Catra said rather fearful.

"Insolent child. I've come to expect such disgraceful behaviour from you." Shadow Weaver spoke in a rather hateful tone. "But I will not allow you to drag Adora down as well."

Ben wasn't liking this one little bit, he could see why Catra had a bad relationship with the sorceress but he never imagined she could be this cruel. He clenched his fist and wanted nothing more than to turn into Chromastone and blast this witch back to the hole she crawled out of. But this was a memory of the past so sadly there was nothing he could do.

"Shadow Weaver, it wasn't her fault, it was my idea, too!" Young Adora then pleaded.

"You have never been anything more than a nuisance to me!" Shadow Weaver continued, completely ignoring Adora. "I've kept you around this long because Adora was fond of you, but if you ever do anything to jeopardize her future, I will dispose of you myself."

Catra's eyes widened in absolute fear with her pupils shaking.

"Do you understand?" Shadow Weaver finished in a slow excruciating manner.

This would have escalated further if Young Adora didn't stand between the sorceress and her friend. The shadows then disappeared back into Shadow Weavers robe, and she walked away feeling a little weak.

"She didn't mean to!" Adora then pleaded her friends case.

"Adora, you must do a better job of keeping her under control." Shadow Weaver then said in a more soothing tone as she released Catra from her grip grunting as she fell to the ground.

"Do not let something like this happen again." She said patting her head and stroking her hair back. Catra just looked on with a rather hurt look in her eye.

Ben was witnessing a classic case of favouritism between Catra and Adora and it seemed Shadow Weaver was more focused on Adoras future than hers. It was clear Catra was traumatised by this. Just what was her deal?

Long after this the two young children walked away from the chamber and down a hallway. Adora held her friend close. When they walked past a pillar they became their present day selves again. In the same position with Ben close behind.

Catra just shoved Adora away looking angry. "You always need to play the hero, don't you?"

Adora was very taken aback as was Ben. "I was only trying to protect you."

"You never protected me! Not in any way that would put you on Shadow Weaver's bad side!" Catra argued back.

"She never protected you!" Ben then spoke up. "Then who was that who tried to help you from Shadow Weaver, that seemed like protection to me!"

"Zip it!" Catra exclaimed as suddenly the scene transitioned back to when Catra and Adora were kids and Ben was still the same.

"Admit it. You love being her favourite!" Young Catra said angrily.

"That's not true!" Young Adora sounded rather upset.

"Oh yeah!" Young Catra glitched back to present day Catra.

"When you left, who do you think took the fall for you?" Catra then questioned prodding Adora's chest. "Who was protecting me then?"

"Catra why do you even take all that from Shadow Weaver!?" Ben then questioned. "You know you're, just as good as, Adora is and yet you take her grief? Maybe if you actually stood up to her maybe she wouldn't treat you like that. She's no loving mother she's a bully and I know a bully when I see one."

"Bens right." Adora agreed. "You don't have to let Shadow Weaver treat you like that anymore."

She then glitched back to Young Adora. "You can leave just like I did!"

"Oh, because I need to follow you everywhere you go?!" Young Catra said angered as she walked away from young Adora.

"I didn't mean it that way." Adora said frustratingly as they passed a pillar and it glitched back to present day Adora, Catra and Ben.

"I don't. Want. To leave. What don't you understand about that?" Catra turned to Adora trying to get her point across. "I'm not afraid of Shadow Weaver anymore, and I'm a better Force Captain than you would've ever been."

"Oh? So why do you want the Omnitrix so bad then Catra?" Ben then questioned. "Just to show Shadow Weaver she was wrong to underestimate you? Or just as something to protect you from her?"

"I want that thing so I can be more powerful than her and to prove to Hordak that I'm more useful to him than that old woman could ever be!" Catra exclaimed to him.

"All just so you can prove her wrong." Ben then said. "I get she's obsessed with Adora for some reason, but you're becoming just as obsessed, and eventually you'll cross a line you never thought you'd cross!" before they glitched back to young Catra and Adora.

"You always said you didn't care about things like that…"Young Adora said rather hurt.

"Well, I was lying, obviously!" Young Catra cried out with tears falling from her eyes.

Adora and Catra looked at each other in silence, the tension was so thick you could cut it with a knife. Young Catra looked down before glitching back to their present day selves.

Catra walked away whilst Adora proceeded to run after her with Ben close behind. "Catra wait!"

She placed her hand on her shoulder only for Catra to grab it and hold it above her head. "Why do you think I gave the sword back to you in the Fright Zone? I didn't want you to come back, Adora!"

Adoras eyes shrunk in horror at what she had just said to her. Ben couldn't believe it either, this whole time he thought she was trying to help them. But it was only to help herself. This was just both Kevin and Charmcaster all over again. For Adora to hear these words from her closest friend, was all but heart breaking for her.

Catra released her hand and just walked away down the hallway leaving Adora in shock. Ben placed a hand on her shoulder and was about to say something. Suddenly the room glitched and they both heard the same sound of snarling roars behind them. They turned round and saw the red piercing eyes of the Spider Bots.

Adora acted quickly to raise the sword above her head to transform. "For the honour of…" However the sword was zipped out of her hands by the spiders webs.

"Adora!" Ben exclaimed and was about to reach for the Omnitrix until the spider web hit his wrist and catapulted him to the ground sticking him there.

Both him and Adora were at the mercy of these creatures.

Further ahead Catra was running through the ever changing landscape of the tower still showing the simulation of the Fright Zone. The area glitches things out of place back and forth as she ran.

As Catra ran she heard the voices of the memories she'd seen.

"You were fighting dirty." Young Lonnie echoed.

"Insolent child." Shadow Weavers voice echoed.

"I'm sorry, Catra" Adora's voice echoed.

"You could hang with us." Young Bens voice then said.

This was all just too much for Catra as she sliced through all the holograms that were in her way. "LET ME OUT OF HERE!"

Catra falls to the ground on all fours she breathed heavily in panic and fright. However that suddenly stopped when she heard the sound of someone crying. She was in the Cadet Barracks of the Horde. She stood up turned round to one of the bunks and saw her younger self crying wrapped up in blankets.

"Catra?" Said a voice and it was a younger Adora who had just entered the barracks and went over to her friend.

Adora removed the blankets only for Catra to let out a hiss with tears in her eyes.

"Catra, it's okay, it's just me." She assured as she sat next to her. "It doesn't matter what they do to us, you know? You look out for me, and I look out for you. Nothing really bad can happen as long as we have each other."

Catra just looked and remembered the promise they made a long time ago, however with all that was happening now. It seemed like that promise was just like this memory, long forgotten and broken.

"You promise?" Both past and present Catra said.

"I promise." Young Adora answered. The two children clung to each other for a long time before Adora spoke again.

"Come on, let's go back out." Young Adora said as the two stood up and left the room holding hands.

Young Catra stopped and looked at present Catra for a brief moment. Catra looked at her child self for a brief moment as well seeing what she was like when she was young, alone and scared until Adora helped her. But now it seemed like she was all alone once again. As her younger self left. Catra grew a scowl on her face as the room glitched into nothing but a darkened void.

Meanwhile Adora was fighting off the Spider bots without her sword while Ben was trying to free himself from the spider goop that pinned him to the ground close to the sword. Adora smashed the Spider Bots eye and ripped off one of its pincers throwing it away.

She quickly used this opening to try and get the sword free from the spider goop and to help Ben get were both close to a rather sharp looking ledge. "Ben are you okay?" She asked.

"Ask me once I get out of this goop trap?!" Ben said pulling hard on the goop with Adora helping him. Suddenly Ben saw the bots coming in from behind.

"Adora look out!" He exclaimed.

It was too late a Spider bot ensnared Adora in its green sticky webs and held her upside down by her feet. Ben was helpless to do anything he couldn't get his arm free. Suddenly for a moment the room glitched to what looked like a root infested hallway. To Bens horror he recognised this place all too well.

"Help!" called a voice he looked above and saw it was an eleven year old Gwen being grabbed by an alien plant the species of his alien Wildvine.

"GWEN!" He exclaimed until he was snapped back when the room glitched back to the room with the Spider bots.

"Stop it, we're not your enemies."Adora exclaimed. "Light Hope... Just let me talk to Light Hope!" She struggled.

Suddenly the webbing on the ledge gave way causing her to hang over the edge. The spiders were moving in for the kill. Ben kept trying to free himself but it was no good. He had to try and help his friend. So he concentrated and remembered something he saw his cousin do once.

"ERADICO!" He exclaimed and suddenly several large blasts of mana were expelled from his free hand which blasted the spiders back and even destroyed some.

"Whoa!" Ben was amazed he performed yet another of Gwens spells, how the heck was he doing this. He knew he didn't have a spark like his cousin yet he did it anyway.

However some spiders were still left standing and in that moment Ben was able to yank himself free from the webbing. He was about to attack the spiders when suddenly. The sound of clunking and smashing metal was heard. Far below Adora heard the sound too and the sound of grunting.

She knew who that was. "Catra!" She breathed in relief and Ben just saw Catra tear apart all the spiders in her path. He was rather impressed and surprised that she came back at all.

He got up and approached Catra as she picked up the sword. "Whew good timing, now give me the sword and we can help…."

However the moment he extended his hand the one with the Omnitrix. Catra suddenly twisted his wrist and flipped him onto his back. She then eyed the watch itself.

"Hey Benny." She teased as she tried to pull the Omnitrix off his wrist but it wouldn't come off. She growled as she tried again.

"Come on come off!" She explained.

"Like I told your friend Scorpia it can't!" Ben exclaimed as suddenly the watch began surging with energy and unleashed a blast which catapulted Catra away and sent Ben over the edge. Luckily he grabbed one of the ledges and started to climb back up.

"Ben!" Adora called.

"Hold on Adora I'm gonna climb back up and help you up!" He said as he climbed the ledge however when he reached the top he saw Catra just standing there with the sword in hand smirking.

She looked to Adora who seemed to look with a little relief. "Hey Adora." She said.

"Catra, help me, please…" Adora said in a begging way.

"This thing wouldn't work for me if I tried, would it?" Catra said and Ben didn't like where this was going. "It only works for you. Just like that watch of Benny's works for again, you're special. That's what Shadow Weaver always said."

"Catra...what are you doing?" Adora said.

"You both think your all so special, thinking that your the best at everything you do. And you hog all the glory…" Catra continued.

"This isn't time for games Catra help her!" Ben exclaimed.

"….Ah, you know? It all makes sense now. You've always been the one holding me back." She said walking away whilst Adora listened in horror to everything she was saying. "You wanted me to think I needed you. You wanted me to feel weak." She then returned and all around her the room started deteriorating away like a computer program.

"Every hero needs a sidekick, right?"

"Catra no thats not how it was!" Adora tried.

"So thats what this is about who's the best?!" Ben exclaimed. "Thats why you're doing this to show your better than Adora?! I get it you feel Shadow Weaver didn't give you enough credit and she favoured her but you shouldn't let her define who you are you know your strong!"

Catra just let out a laugh about that. "The sad thing is, I've spent all this time hoping Adora would come back to the Horde, when really you leaving was the best thing that ever happened to me." She started using the sword to slice at the goop that was suspending Adora on the ledge.

"Catra don't!" Ben exclaimed to her.

"I am so much stronger than anyone, ever thought." she sliced through the last goop strand and Adora slid down the ledge. She quickly grabbed a small rock hanging out from the ledge.

"I wonder what I could've been if I'd gotten rid of you sooner…" Catra wondered.

Ben had to try and stop Catra before this went any further and kept climbing up to the top of the ledge to try and reach her.

"And as for you Ben." She said standing above him. "Turns out you were right. I really don't need some watch full of tricks to show how great I am. I'm stronger now than I've ever been, in a way thanks to you coming here, in order to be the best one must first beat the best."

Adora just couldn't believe what she was hearing. "I-I'm sorry! I never meant to make you feel like you were second best! Please don't do this!" She begged trying to reason with her friend.

"Catra, please if cross that line you'll never go back! I've seen it happen before. Getting rid of us won't change anything! Just whats more important being the best or your friendship with Adora? you can still do the right thing!" Ben exclaimed to her.

"Please help us!" He had genuine fear in his eyes.

Catra just looked away as everything was glitching away around them. She looked down at the helpless Omnitrix bearer and kneeled down to the thought she was going to help him. Then out of digs her claws straight into his hands causing him to cry out in pain Adora looked in horror.

Catra went in close to Bens petrified face before she spoke. "Bye Bye Benny."

She released her grip on his hands and he fell straight into the darkening pit below "AGGGHHHHHHHHHHH!"

Adora saw him disappear into the dark abyss below. "NOOOOOOO!" She screamed.

Adora looked up to Catra with tears in her eyes, how could she do that to her friend. Catra herself looked at the sword then tossed it away into the darkening abyss below clanging as it hit the ledges.

Adora looked up to Catra who still had an arrogant smirk on her face. "Bye, Adora. I really am going to miss you." She then just left as the room began to disappear.

"Catra! Catra, no!" Adora screamed as the ledge was starting to disappear and she was all in tears herself. Her friend since childhood had not only ended one of her new close friends but now left her to her fate.

She was lost until when she looked up, she saw her. It was Light Hope standing on the ledge. "Adora." She said as Adora gasped and breathed heavily in panic.

"You must. Let. Go." Light Hope then said.

Adora finally realised what the riddle meant, how she would reach Light Hope. But in the end she had nothing left to lose. With tears still falling from her eyes. She let go of the ledge and joined her friend in his fate.

Plumeria:

Rook was ready to leave Plumeria in his Proto truck. He looked to the Plumerian's and their princess who had come to see him off on his way.

"Thank you for your hospitality, it is very much appreciated." Rook thanked.

"It was our pleasure Rook." Perfuma said. "Oh here." She opened her hand and handed Rook a small red flower and placed it in his hand.

"Take this with you should you need to find, a place to centre yourself and may the universe grant you safe passage back to Bright Moon." She said to him and he accepted the gift.

"Thank you. Perfuma." He said as he kissed her hand and boarded his ship. The Proto Truck then took to the sky and flew away.

Perfuma watched as the young Plumber in his ship disappeared into the night sky.

"So do you have a thing for that blue guy?" Asked a male Plumerian which did make the princess blush a little.

"Oh no no we're just friends. But who knows what the universe may have installed yet." Perfuma simply said.

High over the Whispering Woods the Proto Truck was on course heading for Bright Moon. He looked at the flower that was given to him by Perfuma and hung it on his dash board. He did feel at peace now with things after Princess Prom and their rescue mission. However now he still had some inner conflict within him. He did admire Perfuma's spirit and dedication to wanting her people to have a quiet life and her spirit in helping her friends be it before they met or when she rescued him from the Fright Zone.

Suddenly however, his trail of thought was interrupted by a strange tapping sound. Rook was rather startled. It sounded like something was tapping the outside window of the ship. But that was impossible.

The sound was coming from the passenger window, and when he turned to see what was tapping. He was in shock, he couldn't believe what he was seeing.

"What in…"

The Fright Zone:

Meanwhile in Entrapta's new lab in the Fright Zone. The tech princess was working on her robot friend, Emily. With her front port hatch open. As she worked Scorpia spoke with her.

"And then there's the day, Catra and I were on a boat together! Did I ever tell you about that?" She sighed happily.

Entrapta lifted her mask and showed her recorder. "I'm pretty sure you did." She said.

She rewinded the tape and then played the recording. "Oh, and one time, Catra and I, were on a boat together! That was the best day ever."

"Yep, you did." Entrapta said as she lowered her mask and got back to work on Emily. Who then beeped as her eye turned from red to purple.

"I think that's really when we made our connection, you know?" Scorpia then continued on describing her relationship with Catra.

Almost on cue, said Force Captain then enters the lab looking tired and a little filthy from the whole crazy experience she had just gone through.

"You ever meet someone and you just instantly click?" Scorpia then asked Entrapta.

"Yes, it was like that with Emily." Entrapta said through her mask.

Catra then walked to the other end of the room only for Scorpia to get in her face with concern. "What happened to you? You're filthy!" She said. "Are you okay? Do you need first aid? Do you need to be nursed tenderly back to health?!"

"Scorpia, remember that talk we had about personal space?" Catra asked through her teeth as she clearly wasn't in the mood for this.

"Oh, right. Ten-foot radius." Scorpia remembered.

Catra then turned round and now Entrapta was right in her face. "How'd it go? Did you find it?" She asked eagerly.

"Uh, why is the princess loose?" Catra then asked.

"Ohhh, right." Entrapta realised and ran to the wall and instantly hopped back into her restraints. "Seriously, though, did you find it?"

Catra merely smiled and tossed the princess the data crystal she took from the Beacon. Entrapta caught it in her hand that she had just freed from her restraints. She examined it.

"An intact data crystal?" She said rather released herself from the restraints. "I have never seen one so perfectly preserved. This could be a game-changer. Who knows what secrets it could contain?"

The tech happy princess moves to and jumps around excitedly dancing with Scorpia in delight. And the Scorpion Force Captain was more than happy to return the gesture.

"Oh, man, I knew Catra could do it." Scorpia said with delight as Catra moved to leave the lab. "It's like I was telling you, she is the best friend ever."

The feline winched and gritted her teeth at the very mention of that. She knew very well what happened to her last so called friend. But couldn't help but hear the voice in her mind.

"Just whats more important being the best or your friendship with Adora?" Bens voice echoed in her mind.

"Just keep it down. I'm going to bed." She said leaving the lab without another word and the doors sealed shut behind her. For to her, the ties of the past were severed time to look forwards to the future.

Authors Notes: And thats a wrap on chapter 11 folks. Boy this was a long one. But worth it in the end. Now I figured for this chapter whilst Ben got to see some history behind Adora and Catra past, it seemed fit they got to see some of his past memories of childhood too. Originally I was going to include the memory of him losing Grandpa Max in Alien Force, but that seemed like a lesson for later down the line.

After reviewing the episode the memories of his origin his first meeting with Vilgax, Meeting Kevin, loosing Feedback and that brief moment of Gwen sacrificing herself during the Omnitrix SDM crisis. They seemed relevant to this episode and to the characters. Also I hope you all noticed a certain reference near the end of this chapter, one that scene with Adora on the edge was just practically begging for.

Also as for Rooks side of the story a couple of chapters back he was going to Plumeria to talk to Perfuma, and be there for her as a friend. It also seemed the ideal way for him to share his own experiences with wanting his people to have a quiet life without Fistrik or The Incursians getting in the way. And how sometimes our differences can be their greatest strength.

Now onto the next chapter where a certain winged steed will help show the way for Rook and the Best Friend Squad to help their friends. Whilst Ben and Adora come face to face with a certain AI.

Until then FOR THE HONOUR OF GREYSKULL!