Ben 10: Winter's Secrets

by I craft experiences

The Official Sequel to Age of Marvels, the long awaited crossover with CATWS. Two years after the events of New York, a web of conspiracies reveal dark secrets between the Plumbers and SHIELD, and an old foe resurfaces... How will these new revelations change our heroes?

11. Chapter 11: Metamorphosis

A/N: We're almost there. Just one more delay to go...thank you for your patience. As they say, greatness cannot be rushed.

---

Chapter 11

Metamorphosis

---

5 years ago...

Tense silence enveloped the atmosphere, punctuated by the rapid clicks of keys coming from the massive computer in front of the trio. Michael Morningstar hummed in contemplation as his fingers drummed with mechanical precision across the board.

To his side, Ben's maintained a stoic demeanor despite his tense posture—arms folded while a foot tapped idly on the floors, while he muttered under his breath, "I don't like this"

"Me neither", Gwen's gaze remained fixated on the screen, her intelligent eyes scanning through the mounds of electronic information. Everything about the blond man in front of them irked her, particularly due to the sordid past the two shared. Distasteful as it was, she was well acquainted with his many self-aggrandizing schemes. Whether it was preying on helpless schoolgirls, conspiring with the Highbreed, there was always a need to have an extra eye in your head when dealing with Michael.

He was a vampire, nearly in every sense of the word. His energy abilities stemmed from the life force he could siphon from others, a condition which had drove him to feed—leading to Michael practically killing off everyone around him, unable to form any relationships that weren't borderline parasitic. A small part of her felt some form of pity for him; Michael's powers were more of a curse than a gift and his hunger only seemed to worsen overtime.

"But if we're gonna deal with whatever's going on with Kevin, we'll need his help", the Ginger sighed with a shrug of her shoulders, lowering her voice as she continued, "and if it goes wrong, I'll just toss him into the nearest interdimensional vortex and watch him get eviscerated"

"You know I can still hear you, right?", Michael's voice pierced their conversation as he cleared his throat, a sarcastic smirk on his lips as the blond gestured to the empty warehouse the trio currently occupied, "I mean–we're the only ones here, no?'

"Just tell us what you've found", Ben clipped, clearly not in the mood for Morningstar's cockney brand of humor. They'd already compromised enough bringing the energy vampire into the whole "Kevin" debacle. Every minute they wasted idling here meant evem more time for Kevin to cause more havoc in his new monstrous form.

Since the incident at the Forge of Creation, the two cousins had been on edge due to the transformation of their teammate. After absorbing the Ultimatrix and subsequently the very essence of Aggregor, Kevin had been on a rampage,

"Well, the readings you got from your last encounter with Kevin aren't complete…but I was able to extrapolate enough about his condition", Michael's curved finger propped up his chin in contemplation, his eyes focused in thought, "and it seems to be getting worse"

"What do you mean worse?", queried Gwen, the ginger mage doing her best to keep the rising emotion from her tone.

"Well, lovely Gwen—"

"Don't ever call me that again...ever", came the ginger's sharp retort.

Morningstar sighed in resignation as he shouldered the brunt of Gwen's aggression. After all, she came to him with a proposition he couldn't refuse and Michael wasn't one to look a gift horse in the mouth. "Kevin isn't all there. His aggression isn't some random urge, it seems rather pre-meditated. He's targeting specific people, not just going on mindless rampages"

"What, like some kind of vendetta?", Ben chimed in, all but ready to confirm the suspicions that he'd harbored since the start of Kevin's rampage. His cousin was less than enthused, shooting him a half glare but refusing to verbally object.

"Something like that, but there's no visible pattern to it. It's like there's two different aspects to the episodes. Some sort of Jekyll and Hyde situation. Whatever Kevin absorbed didn't just alter his physiology, it's affecting his psyche"

Gwen stiffened in horror, while Ben's posture remained motionless. Morningstar had all but confirmed the theory that brewed between the duo; Kevin had absorbed more than just Aggregor's powers. His recent episodes and erratic behavior were symptoms of another consciousness now sharing Kevin's mind.

The aftermath had seen the cousins' butting heads over the Osmosian's condition, with Ben maintaining that Kevin was too far gone and needed to be put down for good while a distraught Gwen protested the motion vehemently; she believed he could still be saved. The argument had gone on while they deliberated Kevin's whereabouts, eventually spilling into a physical confrontation.

A confrontation Ben eventually won, opting not to hold back against Gwen. The incident marked a dark turn for the two siblings as Ben went on a warpath before inevitably encountering Kevin again. While Gwen had gotten in his way the first time, a part of Ben was unsure whether he could pull the metaphorical trigger on Kevin.

"Call it a metamorphosis if you will.", Michael added offhandedly as he returned his attention to the screen, "Like a caterpillar in a cocoon, but whatever Kevin's gonna turn into—well, I'd rather not stick around and find out, eh?"

Gwen bristled at his nervous smirk, canines protruding wolfishly. "But there's a chance we could bring him back?"

"That's a variable out of my control. I can provide a way to stabilize Kevin, you'll have to untangle that cramped noggin of his. The shard of Dominus Librium I have doesn't pack enough juice to revert the transformation, but if we have a powerful enough source—"

"You'll keep up your end of the bargain?", Gwen demanded, her tone rising with urgency. At this point, she was pulling at every thread she could and the ginger mage felt like she'd exhausted every avenue left available and was currently on her last lifeline. It hurt to think about losing Kevin forever, and her normally brilliant mind was overwhelmed with a tidal wave of conflicting emotions.

Warily she glanced at Ben, who gave a half hearted shrug, before returning her attention to Michael, the latter offering a mocking attempt of a smile.

"Of course, lov—ahem, Gwendolyn", the blonde cleared his throat once more as he raised his hand in a gesture, "enough energy for me to live off a whole year, right?"

She folded her arms, mulling over her decision to bargain with Michael. For better or worse, Gwen had struck a deal with the devil to save the man she loved with all her heart. At least, so the Ginger believed if Michael Morningstar had any shred of humanity left within his coal black heart hidden behind the golden-boy exterior.

"I don't suppose you know where we can find the necessary parts to rebuild the device, do you?", Michael turned to Ben with a cursory nod, "Seeing as you lot quite literally shattered the last one…"

"Just pack up, will you?", Ben flipped open the Omnitrix's communicator, the device bathing the darkened halls of the warehouse in its familiar alien glow. He nodded to Gwen, who pulled out her own communicator

"Where to, exactly?", Morningstar turned to the shapeshifter with a quizzical look. It took more than a few disconcerting seconds for the shapeshifter to even register the blond's enquiry.

"Los Soledad", finally came Ben's reply as he went back to flipping through the channels, several frequencies alternating through the Omnitrix's heads-up-display.

"Got a friend that's good with tech over there"

…….

---

Present Day...

Ben continued to spin the dial mindlessly, flashes of green light illuminating his demure expression as he wordlessly ruminated over current events. Within the past few days, the Omnitrix Wielder had nearly experienced it all; he'd been framed and labeled a criminal by the Plumbers, while being hunted by the Rooters and SHIELD at the same time. Of course, there was a revelation that the latter had been infiltrated and was practically being run by neo-Nazis. Not to mention Sharon Carter being a brainwashed sleeper agent, Bobbi and Lance being unaccounted for, as well as Kevin's recent amalgam transformation thanks to Servantis.

Was he forgetting something?

Of course, the prominent Tokustar in the room; Fury having a hand in turning Kevin into the Rooters' personal guinea pig. Add in Natasha keeping the truth from him, and it was truly the makings of a veritable cocktail of screwed-up. The swirl of mixed emotions threatened to spill over the shapeshifter, the sting of betrayal burning like battery acid in his gut. His nostrils flared as he attempted to get his breathing under control, exhaling deeply as if attempting to cool his frayed nerves.

Natasha and Ben already had a complicated relationship to say the least. Ben was beginning to hate that word; it seeped into every facet of his life, from his identity as a hero to his perspective. The spy world had already begun to distort and muddle everything he'd previously assumed to be set in stone.

If Ben couldn't trust the very same people, that he'd once called comrades, or the one who had been his lover, what exactly was set in stone?

"There's no happily ever after", Lance's words came back to haunt Ben. Everything he knew suddenly felt like a lie, leaving him blindsided from the series of rug-pulls.

Ben was completely burned out of the spy life. He hated everything that came with it—the lies, the secrecy, the manipulation. Before now, he'd merely tolerated it just for Natasha's sake, just to part of her life. But it was hard to truly be with someone if you didn't know who they really were. He didn't know Natasha Romanov anymore, just the Black Widow.

And now he was simply done, like an engine completely spent on fuel and merely chugging along on exhaust. The heartbreak only served to wear him down even more, adding more mileage to the Omnitrix Wielder's dysfunctional love life.

"Tennyson?"

Ben had been so lost in his own thoughts he'd failed to register the presence of Steve Rogers. The supersoldier's expression was tinged with sympathy as he regarded the shapeshifter, taking up space next to Ben as he leaned on the bunker's concrete wall. Tennyson registered the soldier's presence with a less-than enthused grunt under his breath.

"You alright?"

Ben shook his head with a scoff, "you were there, you tell me"

"Can't speak for you, kid", Cap raised his hand preemptively, letting the younger man know he wasn't looking for any form of confrontation. "And it's okay if you wanna let off steam, but you shouldn't be alone"

"I dunno, I think I might just wanna be", grunted the shapeshifting hero.

"Thing is, you don't have to", Cap's tone was measured, reassuring. The supersoldier tucked his hands in his jean pockets while Ben kept his folded, expecting the veteran to launch into an endless spiel about responsibility and the like.

Instead, Steve seemed to merely study the Omnitrix Wielder, his gaze scrutinizing every expression and change in demeanor. The brunette was a brewing storm of emotions barely held together underneath his sturdy, lean frame. In truth, it had been a long day for him as well. Both men were being haunted by ghosts of the past, taking on the forms of both their closest friends and allies.

Much like Ben, Cap was done with SHIELD and the spy life. War had taken everything from him, it took whatever he had left after waking up from the ice. But Steve Rogers was ever the soldier; he'd see the mission to utter completion.

"We have a plan", Cap let the silence between them simmer before speaking up, "to deal with Hydra. The team and I are gonna hit the Helicarriers before they ever get a chance to take off the ground, before HYDRA ever gets the chance to use them"

"Sounds like you've got it covered then"

"The Helicarriers are gonna be heavy on security", the supersoldier pointed out, "We could use all the help we can. Fury thinks that–"

Ben's visage darkened with a scowl at the mention of the former SHIELD Director's name, "I think Fury made it pretty clear that I didn't belong here"

"Fury doesn't get to make the calls anymore—we do", Steve argued as he pressed on. He wasn't sure, but whatever spat the brunette had gotten to with Romanov had warped his demeanor irrevocably.

Ben simply let out a wet chuckle, "After all we've seen, you still think that?"

"We're talking about the fate of the world as we know it, son. If it's anything I know about Ben Tennyson–he's not gonna just walk away from that"

"I'm not..."

The shapeshifter turned away to stare at his feet, unable to meet Steve's firm gaze with his own. His gaze traveled to the Omnitrix still glowing against his wrist, the hum of the alien device echoing across the concrete walls of the bunker.

"I just have something else I need to deal with right now"

Captain Rogers felt silent for a moment, watching the shapeshifting hero's face darken with, tension pulling his features taut as his gaze became distant.

"Kevin?", the realization dawned on the supersoldier as he watched the younger man bristle in response, confirming his one word theory. Of course, one could've easily guessed as their encounter with the Osmosian left an indelible mark on the rest on the rest of the team.

The scene on the bridge was something out of Steve's worst nightmares. Before he'd lost his place in time beneath the deluge of ice, Steve had heard rumors of nuclear weapons and devices that could end the world. When the Captain met Ben he'd assumed the Omnitrix was such a device, leading him to believe the world was in good hands

Someone as unstable as Kevin Levin augmented with the same power that Ben wielded was not a possibility Steve could hope to envision. To make matters worse, the two were the closest of friends.

Both heroes shared the same dilemma, yet in different spheres. Steve had Bucky, Ben had Kevin. Both men were haunted by ghosts of their past coming to haunt them in the present

"So what are you gonna do about him?"

Ben's shoulders sank dejectedly, burdened with the invisible weight his words carried. "Before he got taken, he made me promise. That if he went out of control, I'll be the one to take him out without any hesitation"

"And you're gonna honor that promise?"

The shapeshifter raised a brow, "What would you do?"

"Honestly? I dunno", Cap sighed and shrugged, "Sam told me that the Bucky I knew was gone, that the man I fought at the Bunker was nothing more than a puppet with HYDRA pulling the damn strings"

"Just like Sharon?...", Ben's thoughts blurted out into words,

Cap's gaze hardened into steel, his lips wrenched in a grim line, "I don't know yet. All I know it's that we're getting rid of everything. SHIELD, Hydra, it all goes. I promised Fury that much"

"I'm surprised he listened to you"

"Well I didn't give him much of a choice", Steve smirked before placing a solid hand on the brunette's shoulder, "unlike you. But you do what you have to, Ben"

BEEEEEEEPPPPP

The Omnitrix flashed green with a shrill tone, informing the shapeshifter of an incoming call. While Ben didn't have many allies on the Plumber channel left, the identity tag on the call still left him reeling.

"Gwendolyn?"

"Ben, we don't have much time", came the sharp response, her tone filled with urgency, "how fast can you get to Plumbers HQ?"

The shapeshifter's mind ran with questions, "Wait, I thought–"

"Get here now", Gwen interrupted before the line was abruptly cut, leaving Ben and Cap in momentary shock. The brunette slowly turned to the supersoldier, who nodded at his questioning gaze

"Gotta go, Cap", was all the soldier heard

Moments later, a red blur bolted out of the bunker, as Jetray broke the sound barrier with a resounding clap of shockwaves bouncing off the air, leaving the supersoldier alone with his troubled thoughts.

...

---

"I'm guessing your little pep talk didn't exactly pan out, Captain", Fury's sarcastic tone greeted the supersoldier as he returned to the meeting area.

"You don't sound so surprised", grunted the supersoldier, taking a quick glance around the room to confirm they were alone.

"Believe it or not, Tennyson's the one person I can't predict"

"You mean the only one you can't control"

Fury shrugged, wearing his default unreadable expression as he addressed the supersoldier, "Do you have kids, Rogers?"

Cap raised a quizzical brow, "What?"

"Kids, Captain", Nick repeated as he reclined back on his chair with a stifled grunt,"little Rugrats running around the house, ruining the furniture and everything, easily distracted, always needing some grownup to watch their back?"

There was a point in time Steve had lent some thought to the idea of settling down, perhaps after the war was over and he got his dance with the woman of his dreams. Of course, that was all that could be said about the notion, it was all a dream.

Then again, Fury was sure as hell not enquiring about Steve's retirement plans.

"Is there a point to this?"

Fury jutted his thumb out in the general direction of the exit, "I've been watching over that kid since before he even knew what puberty was. If there's anything Tennyson needs, it's some measure of control. For all our sakes. One wrong move and it gets a lot worse than ruined furniture"

Steve merely folded his arms in disbelief, glaring at the former SHIELD Director. Fury's penchant for paranoia was a reputation the man wore like a sleeve. A dark shadow crossed his face as he contemplated the unsettling implications of Fury's actions, driven by that very paranoia.

"Is that why you kept Romanov on him?", Steve accused, keeping his steely gaze on the smaller man who simply refused to be intimidated, "did you use her to get to him?"

The former SHIELD Director let out an amused scoff, as if the Captain had just insulted him. Entertaining as it was, Fury at the very least had better tactics in mind than to play matchmaker with Ben Tennyson and his best agent. Not only were there a zillion protocols against such, but there was the obvious problem of romantic attachments creating less than ideal agents.

"Gimme some credit Rogers–I'm not that predictable", Nick bristled at the thought of such a careless and obvious move. The supersoldier was nonplussed however, his accusing glare still hovering over the one eyed man.

"But you are that desperate"

"Try practical", retorted Fury, his one good eye rolling rather dramatically. The last thing he needed was another sanctimonious lecture about his methods, "Besides...I'm not in control of anything. I can't make Romanov do anything she doesn't want to do"

Nick's gaze drifted towards the door, as if expecting the lady in question to pop out dramatically at any second. "In her many years of service, she'd done a lot of very unsavoury things that needed to be kept separate from who she is, as a person, in order to stay sane. This assignment was... different for her"

"But she does what you want, regardless", Steve pressed on his impromptu interrogation, determined to weasel the facts out from Fury. The latter heaved a weary sigh, letting the stoic mask of indignation drop for a moment as he glanced at the desk before him.

"Romanov was there to keep an eye on Tennyson–but I didn't expect her to get...distracted along the way. Guess Tennyson has that effect on people, for better or worse"

All thanks to Stark and his schemes, Fury shook his head, a hint of an amused smirk tugging the corners of his mouth.

Why was he even surprised? Leave it to the genius to engineer the most bizarre situations while using every opportunity to screw with Fury's own plans. If anyone saw the 'distraction' coming, it would be the futurist himself

"So, you wanted him distracted...why?" Steve queried, the ensuing silence from Fury letting the pieces fall into place, "maybe...you didn't want him to learn about everything you had under wraps"

Fury sank deeper in his seat, despite his body aching for the lost comforts of the hospital bed once again.

"Project Insight took months of planning and work, I couldn't afford him interfering–Stark at least could agree on that", the former SHIELD Director clarified, shaking his head as he elaborated further, "But that's not the whole story. I'm sure Agent Carter informed you about the Council's directive to keep you under surveillance? They saw you as–and I quote, 'a walking liability'?"

The irony of the fact that Sharon Carter was the real liability didn't escape either man. An uncomfortable fact that left a bitter taste in Steve's mouth as Fury continued

"But you weren't the only one"

The supersoldier's brow narrowed as he continued, "So, Sharon was keeping tabs on me because of the Council's concerns. But why was Ben Tennyson under surveillance?"

Fury's hesitated for a moment as he drew a ragged breath, parsing his words before continuing the conversation. "There was footage recovered from Stark Tower, Captain. It showed that Ben, just like you, was temporarily controlled by Loki during the Battle of New York. The Council saw it as a potential security risk–a much bigger one"

Steve had spent more than his fair share of time around the former SHIELD Director to detect if he was hiding something, any hint of subterfuge of half-truths. Yet the bandaged man before him had nothing but an impervious mask of graveness that was enough to give Steve pause.

Soon enough, questions began surfacing from the deluge of reveals. If SHIELD could be compromised, what about his own team? Then again, Ben was the last person he would expect to be a yet another sleeper agent. Worst case, they would've already lost if Loki had succeeded.

"You don't think Ben's still Loki's pawn do you? After all this time?"

Fury's jaw tightened, his personal reservations on full display, "Do you really wanna take that chance?"

"And what if you're wrong?", queried the Captain, his tone cold and serious.

The eye patches man tapped his finger on the table in repeated, stacatto motions. He'd devoted the bulk of his life to National Security, keeping the public safe from every unnameable threat known or unknown to mankind. Never had the former director faced such a dilemma as Benjamin Kirby Tennyson. He'd seen absolute power make monsters out of good men, seen the destruction it was capable of, the cost others had to pay. His near-Machiavellian disposition was a result of numbness, years of it, to the costs that kept piling up.

What was the cost of security? To keep the monsters at bay?

"For what it's worth Captain...I don't wanna be right–", Fury answered gruffly before his tone turned ominous.

"But, often, I find out that I am…"

...

---

The scene that greeted Ben as soon as he transformed back into human form was one that seemed all too familiar to him. Plumbers HQ was always busy, a chaotic environment born from the frenzied activity of all it's moving parts. It was practically part of it's charm, the organized chaos that filled the hive of activity within the base.

However, there was barely any activity left as Ben arrived at the facility. An eerie silence followed every step he took across the now dilapidated hub area, punctuated by the crackle of the charred pavement under his sneakers.

A fire alarm blared in the distance, accompanied by a deluge of smoke and debris that covered more than half of the facility. The walls and architecture bore long gashes carved into their sides, while the rest of the place looked like a gurrican had blown something terrible throughout the base. Equipment lay in shambles, and the air was thick with the acrid smell of burning wires accompanied by the electric hum of barely functional monitors.

"Hello! Anyone there?!", Ben called out frantically, his voice echoing off the scorched walls. The brunette pressed forward, making his way through to the central hub. Raw dread seeped into his nerves, barely able to register any signs of life despite a lack of bodies.

A large crater remained where the hub area once stood, the platforms crushed with sheer force, leaving a large cavity in its place. Ben was about to tell again when a strained cough caught his attention

"Ben? Is that you?", a familiar voice called out as his steps drew nearer. The shapeshifter's heart nearly leapt into his chest as he was greeted to the sight of the first two survivors.

Magister Patteliday's frail form convulsed with another cough, his Plumber suit struggling to contain his battered body as he lay on the ground, receiving care from Gwen. She carefully unearthed him from the debris that threatened to entomb him, all the while casting intricate spells to mend his multitude of wounds.

"What the hell happened?"

Gwen's gaze locked onto Ben's, a solemn gravity mirroring in her eyes. She promptly diverted her attention back to the Plumber in her care

"I was too late", she confessed, her fingers trembling while the mage attempted to hold the spell. The look she gave him told Ben all he needed to know about what transpired, and who exactly was responsible.

"Tried...ta stop him", Patteliday croaked, barely louder than a whisper. Gwen placed a hand on his snout in an attempt to keep him from straining himself

"Magister Patteliday–"

"...ah managed to get... everyone out, before he–"

"He's barely breathing Ben", Gwen warned, "his suit's been compromised and his biology's not 100 percent compatible with the atmosphere. There's only so much I can do from here"

"How'd you know Kevin was here?", Ben queried

"He was all over the news", Gwen replied, adjusting her spectacles as she continued putting the finishing touches on her spell, "I tracked down Grandpa Max and Allen, but it was too late. Something, or someone else got them first. All I found was the Rustbucket, pretty much banged up. The last traces on it led me back...here"

Ben's eyes narrowed in realization, "The Rooters"

The Ginger mage nodded in agreement with her cousin's deduction, "whatever they're planning, they needed everyone together for it.

"But why send Kevin here?"

With a grunt of effort, Patelliday managed to push himself into a seated position. The Pisciss Volann Plumber was deceptively tough, his demeanour mirroring his strained efforts. Being a Magister meant you either retired or you were a scratch on the wall of other names, names of people who no longer existed.

"Wanted ta...send a message", Patelliday revealed beneath a string of shallow breaths, his words sore and sullen, "said the Plumbers were a part of his...part of his past problem"

"He's settling a score..."

The gears in Ben's head began to spin as Patelliday turned to face his, the Magister's milky eyes filled with urgency. The Pisciss Volann was often known to be eccentric, barely able to take any situation seriously even in the presence of imminent. It chilled Ben to the core, seeing the second-in-command so on edge

"You mean...like with Aggregor?",

"Yeah", Ben's fists tightened as he made to leave, well aware of his best friend's intentions, "just like Aggregor"

When the duo shared the same conscious, Aggregor had nearly pushed Kevin towards hurting everything he'd once cared about, a twisted vendetta on Kevin's past. This version of Kevin was less concerned with past grievances as he was with settling a score

First the Plumbers, and then...

"SHIELD", Ben muttered under his breath. Kevin's path of destruction made a clear path towards an obvious destination. Just when things couldn't get more muddled complicated. Cap and the team already had their hands full mounting their assault on the Hellicarriers, but with Kevin in the equation–

"Ben?", Gwen called out as the shapeshifter turned to leave, halting her cousin in his tracks, "Where's Nat?"

The brunette 's hands balled into fists as his eyes narrowed, "Just help everyone out as much as you can"

"What about Kevin?"

"I'll handle it"

"No, I'm going with you. If anyone could talk some sense into Kevin, it would be me–"

"I said I'll handle it", he retorted sharply, causing Gwen to jolt slightly as a shiver of unease washed over the mage.

"They need you here, Gwen", he exhaled after a brief pause, his gaze filled with determination, "I've got this under control"

Her eyes traveled across his tightened visage, past the faltering image of an unbreakable hero Ben had become accustomed to projecting. She could see the shapeshifter barely keeping it together, being torn apart on the inside.

"And what are you gonna do?"

He could hear the trepidation in her voice, adding to the volatile mix of emotions that weighed him down. Anger, at the current situation and at the Rooters. Frustration at Kevin's worsening predicament.

Fear of what he had to do.

"I'm not a teenager anymore–I know what you're trying to do, Ben", she sighed pensively while her gaze bore holes into the shapeshifter's back.

"You want to keep me here from getting in your way when you...find Kevin"

Ben's shoulders seemed to stiffen as his pensive silence confirmed the ginger mage's suspicions. Considering the messy ordeal with Natasha earlier, the Omnitrix wielder wasn't keen on butting heads even further with yet another teammate.

"Gwen, just–"

She raised a finger to cut him off, keeping her attention on the plumber in her care. A moment passed before she turned to look at him again, letting out a wistful sigh

"Don't forget your promise", she reminded him softly, bringing to memory an earlier conversation between the cousins at the cafe. He'd promised to bring Kevin back to her, right before he'd lost the Osmosian to the Rooters.

The cousins shared a knowing look, a wordlessly conversation passing between the duo. Ben realized that even now, she trusted him much more than he could trust her.

"I remember...", he dialed up the Omnitrix in a flash of dull green, bathing the ruins of the Plumber HQ in the pale light.

Maybe it was some kind of coincidence that Kevin would end up exactly where Ben needed to be, or maybe it was some cruel form of cosmic irony. Kevin would end it all where it had all began.

However, Ben knew that if the Osmosian were left to his devices, especially in his current mental frame–or lack thereof, there would still be a pile of collateral damage en masse. Something that wouldn't sit well on Ben's conscience.

Even if that meant stopping Kevin for good, stopping whatver he was becoming.

Look at yourself and tell me; who's really in control–Man, or the Monster?

"And right now...I have a job to do"

...

---

It had slowly dawned on Director Maria Hill that maybe this job didn't pay her enough for her troubles, as she nursed another migraine.

From her desk as Director, she could observe every part of the SHIELD Complex, through live feeds that filtered through to her monitor. She could observe the busy decks of the Triskelion as personnel shuffled through their tasks hurriedly, the invisible countdown to Project Insight's activation imminent.

Maria kept her attention on the launch station in particular, watching the members of the SHIELD Council arrive in timely fashion. Not a moment to soon, as it seemed. That old snake, Alexander Pierce waited at the wings ready to greet them. It seemed he was content to let her to all the work while Pierce remained the "face" of the organization, so to speak.

The audio feeds weren't as clear, but she could clearly hear the word "Captain America" being moutbed by one of the Concilmen in attendance. Yet another source of her headache.

The acting Director sighed as the folded her arms, hovering over her desk as she watched Pierce usher the Council members inside, after giving them what appeared to be pins.

Another part of his scheme, no doubt. One she was unfortunately not privy to. Pierce was a tight casket, and much like every casket, there would be nothing but stink and skeletons when opened. A macabre thought drifted through her mind, questioning just how much of that stink would've rubbed off on her.

Her attention drifted to the com tech chatter, something about parking and Afghanistan. Immediately after, a sharp noise cut through the chatter, followed by a voice on the P.A

"Triskelion command request we clear the area for launch"

Maria's brows narrowed, her spy instincts kicking into gear. Switching monitors, she noticed the feed to the PA system room had been cut.

The SHIELD Director's eyes were blown wide open, her hands hovering over the keys

That idiot!, she thought as she made her way out of the office, heading straight for the control center. Someone needed to warn them.

...

---

"Attention, all SHIELD agents. This is Steve Rogers. You've heard a lot about me over the last few days, some of you were even ordered to hunt me down. But I think it's time you know the truth"

Visible confusion colored the faces of the SHIELD staff as the Captain began to address everyone through the PA system.

"SHIELD is not what we thought it was, it's been taken over by HYDRA. Alexander Pierce is their leader. The STRIKE and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you. They almost have what they want: absolute control. They shot Nick Fury and it won't end there"

In the Meeting room, every eye turned to the man in question, their expressions demanding answers.

Mariah continued her stride, cursing under her breath.

" If you launch those Helicarriers today, HYDRA will be able to kill anyone that stands in their way, unless we stop them. I know I'm asking a lot, but the price of freedom is high, it always has been, and it's a price I'm willing to pay. And if I'm the only one, then so be it. But I'm willing to bet I'm not"

...

Almost immediately after the Captain's speech, everything began to spiral out of control. The doors slammed open with a bang as Brock Rumlow and his men made their way into the control room, clearly intent on hijacking the operations. Without the element of subterfuge on their side, it seemed Hydra resorted to old fashioned force.

"Preempt the launch sequence", Brock barked to the nearby tech officer, "Send those ships up now!"

Strained silence followed as the man remained hesitant, frozen in place by indecision. Rumlow grunted harshly as he towered over the man, exhuding an aura of intimidation

"Is there a problem?", he asked threateningly

The SHIELD tech shook his head, "I'm..."

"Is there a problem?", Brock repeated, glaring daggers at the agent. The man shivered instinctively before taking a few nervous breaths.

"I'm... I'm sorry sir–I'm not gonna launch those ships", the tech stuttered timidly before adding, "Captain's orders"

Rumlow was clearly fed up with all the sanctimonious bullcrap. People like Steve Rogers only served to represent everything he'd come to despise about the modern world: Heroes. Men who could create dissent amongst the populace. Anarchy was the greatest threat to order, after all. And a world without order was a world that did not deserve to exist.

The STRIKE Agent wasted no time in pulling out his firearm, coldly levelling the barrel at the tech staff's temple

"Move away from your station–now", Rumlow growled in annoyance. Hydra had come to far to have their plans for the world be impeded by a bunch of inept puppets.

"Stand down, Agent", a familiar voice rang out behind Brock, prompting the Hydra agent to turn his attention from the console. All eyes within the Hub followed his gaze to see the newcomer enter through the sliding doors.

"Hill?"

A flicker of surprise colored his expression as the brunette proceeded to unveil her own firearm, before aiming directly at him.

"You heard the man, Rumlow", Maria said as she repeated dramatically, "Captain's orders"

Rumlow's brow twisted in confusion, his gaze travelling from the gun pointed at him to it's holder, before it dawned on him.

"Fury's mole...", Rumlow shook his head in derision as he muttered under his breath, "you're a spy through and through, Agent Hill"

A glint of smug satisfaction colored her visage as the rest of the agents surrounding her followed suit, drawing their weapons and pointing them at Rumlow.

The first rule of spycraft, always keep both eyes open. Fury had been ahead of the curve the entire time when he'd approached her with the proposition to keep an eye on Pierce. Luckily her reputation as a consummate professional ensured that she could successfully pass as yet another agent under his thumb, another cog in the machinery.

Cap's timely arrival told her exactly what she needed–Project Insight needed to be taken offline immediately.

"It's Director to you, Brock", her eyes narrowed as she addressed the rogue operative with a steely tone, "and you're under arrest"

Brock turned to her with a sneer, "You picked the wrong side agent"

In a swift move, he dug out his dagger before slashing upwards, barely clipping the brunette as she attempted to move out of the way. Immediately after, one of his men opened fire.

And all hell broke loose.

...

---

"Hey, Cap, how do we know the good guys from the bad guys?", Sam asked the supersoldier as the duo made their way to the Hellicarrier. While his speech was enough to rouse the SHIELD staff into action against Hydra, Brock and his team were able to activate the launch protocols, killing nearly everyone in the process

The clock had already started ticking down, and yet no sign of Tennyson. The air hummed with the whirring of machinery as the Hellicarriers began to take off.

On to plan B.

"If they're shooting at you, they're bad", Cap replied as they continued their jog towards the launch pad. Activating his wingsuit with a mechanical hiss, Sam took to the air while Steve leapt across the bridge, landing with a tucked roll into the hard pavement of the runway.

The supersoldier's arrival was immediately followed by a barrage of bullets from enemy agents, as Steve instinctively threw up his shield to protect himself.

"Hey Cap!", Sam yelled through the comms, "I found those bad guys you were talking about!"

"You okay?"

"Not dead yet", grunted the pilot as he strained to dodge the deafening barrage of anti-air cannonfire that buffetted everywhere around him.

"Hill! Little help back here?!"

"They're not our guys, Cap", the Director's frustrated voice crackled through the comms, "you're gonna have to take care of them the old fashioned way!"

Cap barely had enough time to respond before reinforcements arrived, forcing him on the move. With swift efficiency and precision, Steve tore through the ranks of agents that attempted to take down the supersoldier.

All the while the doomsday clock continued to click ominously as the duo fought their way through to the hangars.

"Eight minutes, guys!"

"Working on it!"

...

---

Pierce sighed as he observed the commotion from the window, while Steve and Sam fought their way through the runways to stop the Helicarriers launching. So much effort, all for what? For a lawless babel of a world, guided by nothing but the vain fancies of free will?

Like sheep without a shepherd...

Peace in their time was within their grasp, and all they needed was to see it. Fighting would only delay the inevitable. Unlike the so called heroes and their shenanigans, Hydra had what it took to enforce change, real change.

"Let me ask you a question", he turned to Councilman Singh, brandishing a tall glass of champagne, "What if Pakistan marched into Mumbai tomorrow, and you knew that they were gonna drag your daughters into a soccer stadium for execution?"

Pierce handed the Councilman the glass, "And you could just stop it with a flick of the switch. Wouldn't you? Wouldn't you all?"

Singh's contemptuous gaze was all the answer he needed. The Councilman tossed the glass aside, the contents spilling with a crinkled splash on the cold marble floor.

"Not if it was your switch"

Alexander's expression barely shifted as he beckoned one of his men to him, the agent handing him a pistol. Diplomacy could only go so far, and right now, he was fresh out of patience. Resistance was to be expected, and what better time to set an example by culling the herd?

What he didn't expect was for Councilwoman Hawley to kick Singh away, before springing into action to take down the other HYDRA agents in the room in swift succession before taking the gun and pointing at Pierce. Slowly peeling away at her false visage, Natasha revealed herself under the disguise.

"I'm sorry. Did I step on your moment?"

...

---

Sam swore under his breath as he flipped over mid air, narrowly dodging another salvo of gunfire that pelted the air around him. Engaging evasive maneuvers, the pilot managed to fly down the jets chasing him

"Alright Cap, I'm in–"

Only to encounter yet another gunship, waiting with more gunfire in tow. More bullets lit up the air, forcing the pilot to swerve even further to avoid to barrage.

"Shit!!"

Sam continued his path as he tried to get into the Hellicarrier. Meanwhile the supersoldier had made it past the barricade before making a beeline straight for the Helicarrier.

Several armed guards were waiting and ready, eager to fill the air with hot lead and gunfire.

The doomsday clock continued to tick

...

---

"What are you doing?", Councilman Rockwell queried Natasha as the superspy continued typing away on the nearby control panel

"She's disabling security protocols and dumping all the secrets onto the Internet", Pierce stated grimly, his expression drawn taut as he observed the Black Widow in action.

"Including Hydra's"

Every movement calculated and flawless, as her moniker stated. Her face remained a mask of professional calm as her eyes scanned and filtered through dozens of protocols

"And SHIELD's", Pierce clarified, If you do this, none of your past is gonna remain hidden"

Her nostrils flared a little, an imperceptible break in her calm visage as she continued typing into the computer. In the back of her mind, a familiar voice echoed silently, full of ire.

I read your file...and believe me when I say there's a lot of stuff down that rabbit hole

"Are you sure you're ready for the world to see you as you really are?"

Secrets had defined most of Natasha's life, and they had pervaded every aspect of her being to the point where it left her hollow as it took everything else, ravenously tearing away at every part of her. Taking away her family, her past, Ben–

You know better than attachments, Natalia

There was nothing left, but the job. Ben would undoubtedly hate her for what she was doing, releasing not just SHIELD's secrets, but also everything they had buried on his behalf.

Ben Tennyson would no longer be an enigma or an urban legend, unable to hide behind the veil of secrets SHIELD had painstakingly constructed through most of his career as a shapeshifting hero.

Perhaps it was for the best, he would probably stay away from her, from this life. She would never be able to be with him, and only him, fully and completely. Her job would never allow it. Sure, they might be happy for a while, maybe even a few years. But the job would always be there, the spy life would always loom over them like a shadow. There would be more lies, more secrets, more than anyone–even him, could live with.

She tore her gaze off the screen to glare at the Councilman, her eyes steeling with resolve.

"Are you?"

Pierce was unphazed by the ominous remark, he wasn't born into the spy life yesterday. He could tell a bluff from a full on threat and the Black Widow was nothing if not an accomplished liar. Leaking all of SHIELD's secrets would undoubtedly sabotage a myriad of operations, but official and otherwise, effectively putting a magnifying glass on the government agency for the world to see.

"Disabling the encryption is an executive order, it takes two Alpha Level members"

"Don't worry, company's coming".

Right on cue, the whirr of a helicopter could be heard outside, followed by the airborne craft touching base and Fury striding out, his arm in a sling and a cold glare on his face.

Pierce was stunned momentarily but recovered quick, "Did you get my flowers?". He received a glacial stare from the former Director as he stepped into the meeting room, the heavy thud of his boots announcing his already elaborate and unexpected entrance.

"I'm glad you're here, Nick"

"Really?", Fury spat, closing the distance between the duo in one stride, "Cause I thought you had me killed"

"You know how the game works"

"So why make me head of SHIELD?"

Pierce's smile was crooked with a twinge of genuine amusement, as though he were explaining the obvious to a child, "Cause you were the best and the most ruthless person I ever met"

Nick bristled at the backhanded compliment, "I did what I did to protect people"

Alexander shook his head dismissively, "Our enemies are your enemies, Nick. Disorder, war. It's just a matter of time before a dirty bomb goes off in Moscow, or an EMP fries Chicago. Diplomacy? Holding action, a band-aid. And you know where I learned that; Bogota. You didn't ask, you just did what had to be done"

Fury's silence was all Pierce needed to hear.

"I can bring order to the lives of seven billion people by sacrificing twenty million. It's the next step, Nick, if you have the courage to take it"

"No, I have the courage not to", Fury replied, grabbing the older man by the crook of his arm, directing him to the retinal scanner with Natasha pointing her gun at him.

"Retinal scanner active"

"You don't you think we wiped your clearance from the system?", Pierce scoffed.

"I know you erased my password, probably deleted my retinal scan, but if you want to stay ahead of me, Mr. Secretary...", Fury slowly removed his eyepatch, revealing the scarred dead eye underneath. Pierce felt a slight shiver trickle down his spine as Fury bore down on him with an unblinking stare.

"You need to keep both eyes open"

Together, both men peered into the retinal scanner with Fury using his dead eye. A few seconds later, the system chirped in response.

"Alpha Level confirmed. Encryption code accepted. Safeguards removed"

"Done", Natasha announced, pulling out her phone as the screen flooded with notifications, "and it's trending"

She muttered a silent apology under her breath.

...

---

WHOOOOMMMMM

Steve's senses blared wildly, instincts nearly throwing him up for a loop. He'd felt this sensation before, the overpowering feeling of helplessness that drowned out the senses in a flood of adrenaline and fear.

BOOOOOOMMMMMM!!!!!!

Half of the Helicarrier spontaneously burst into a plumber of fire and smoke. A violent screeching could be heard as metallic chassis twisted and bent in on itself like some otherworldly force of nature had gotten it's terrifying grip on it

"Cap! That you?", Sam's voice echoed in his comms. Steve tapped his communicator, his gaze still fixed on the spectacle before him.

A cacophony of panicked, chaotic yells followed in the wake of the destruction, the Helicarrier toppled over itself. The tremors from the impact shook the ground, forcing Steve to instinctively duck in order to regain his footing.

The massive vessel lurched dangerously, taking a massive nosedive into the hangar before careening into the nearby vessel. Metal groaned and echoed as they collided, sending sparks and debris in all directions.

"Shit!", Sam cursed through the comms as the shockwaves from the impact, "what the hell was that?"

The supersoldier's mind raced; there was only one person he knew with powers this destructive, and yet–

HahaahaHaaaha

A cold, distorted laughter rang out, a haunting ringing in Steve's ears that left a dizzying buzz in his skull.

His eyes widened in recognition of that tone. The same maniacal cackle belonging to the only other person he'd seen with terrifying power to match Tennyson's.

And said person was currently hovering above the hangar, in his twisted macabre glory. Kevin let out another roar of laughter as he resumed his onslaught on everything in sight, waves of gravitational energy tearing machinery apart while a menagerie of elemental blasts and shards rained down.

Falcon strained to remain airborne as the gravity threatened to shred his wings mid air.

Cap raised his shield just in time to avoid getting doused in flames and a particularly nasty trail of acidic release, keeping his focus on the Osmosian. From his position on the ground, there was only so much he could do

"Are you seeing this?!", Sam yelled through the comms, the sounds of the chaos filtering alongside his panicked voice.

"Afraid I can"

"What's the call here Cap? Are we pulling back? Feels like we just went from a warzone to a goddam freak apocalypse!"

The air was thick with dust and the acrid scent of chaos as Kevin's rampage continued, accompanied by terrified screams of multiple agents scrambling for safety as all hell broke loose on the hangar.

Cap shook his head, his features frozen in trepidation as he watched the Osmosian's rampage unfold. Flashes of the bridge incident became more and more vivid, giving the soldier pause before he threw himself into the fray. What exactly should he do? Stand by?

"It's much worse than that"

...

---

WHOOOOOOOMMMMMMM

Commotion erupted within the Council Room from the impact of the shockwaves, ripples of gravitational distortion pulling at the very foundation of the Triskelion.

Nat and Fury exchanged harried looks, both inkling a guess as to the cause behind the tremors. Another shockwave followed as yet another Helicarrier was violently ripped apart with the same terrifying display of power

"Is that–", Fury asked, only for Nat to pale in complexion. The display of carnage on the Helicarriers was familiar, but for all the wrong reasons.

"Director Fury, what the hell is going on?!", Councilman Singh demanded, clearly at his wit's end.

"We need to move–now!!"

Fwooooshhhhhhhh

Flame exploded out of the pins attached several Council members, incinerating their sternums almost immediately. The moment of distraction was all the Councilman needed to activate his own failsafe. He'd hoped they wouldn't be necessary, but

"Unless you want two inch hole in your sternum, I'd put that gun down", Pierce advised, "that was armed the moment you put it on"

Before either person could make a move, another explosion saw the roof of the building ripped into shreds of concrete and glass

HaHahhaahahahhhaaaa...

Nat exhaled sharply, in an attempt to quell the dread forming within the pit of her stomach.

"Knock Knock!!!"

Smashhhhhhh!!!! The ceiling was ripped off completely in one swift motion, in a combination of twisted metal and glass shards, revealing the perpetrator of the carnage.

"You–", gasped Nat

Kevin Levin grinned wolfishly as he landed in the middle of the room, his monstrous frame casting a dark shadow over half the room.

"What the hell is this, Fury?!", The confused look coloring his expression showed Pierce wasn't pleased with the current change of pace. One minute ago he was negotiating change for the world, and now he was in the middle of what seemed to be a disaster picture.

Kevin's maw split wide open as his grin stretched further across his face.

"Go ahead, Fury", he mocked, "tell them what this is about"

Fury was the first to gather his wit's about him, staring down the monstrous amalgam before him.

"He's here for me"

...

---

Steve had been through multiple wars and had fully experienced the horrors that it wrought on the world around him. As the supersoldier stood amongst the ruined remains of what was formerly the Triskelion's hangar, the scene left him almost shell-shocked, bringing back unsavory memories lingering from before he went under the ice.

Wisps of smoke lingered in the air, casting a ghostly pallor over the scene, while the distant echoes of the rampage still reverberated, fading like distant thunder.

"Cap? You still there?", Sam's voice cut through the supersoldier's reveire. The soldier turned to see the pilot land with his exo-wings extended before he unfurled them with a mechanical clip

"Something like that"

Sam let out a shaky breath, "Whew–I'm guessing that's our old friend from the bridge right? Kevin?"

Cap nodded, lips drawn in a tense line. Their last encounter with the Osmosian had left them virtually powerless before his first rampage, only saved by the timely intervention of Tennyson. Steve had stared down oddities like Asgardians, even fought alongside one, and

"Y'know I'm starting to feel a little... unqualified for this business", Sam joked, attempting to lighten the dour mood, "what with aliens and all that shit flying around–"

POWWWWW

Before Steve could offer up a response, his body moved on instinct, raising his shield to block a gunshot meant for Sam's head. The latter ducked instinctively only a moment later as the duo turned to face their assailant, yet another familiar figure from Steve's past.

"Shit!"

Bucky Barnes let off a few more shots, forcing the duo to split as Sam took to the air while responding with cover shots of his own, forcing the Winter Soldier on the defensive. Barnes ducked out of the way before firing a grappling hook that latched itself to the pilot's wings

With a violent tug, one of Sam's wings got ripped from the suit, sending the pilot tumbling to the ground.

CLANG!!!!

Steve sent his shield flying, forcing the Winter Soldier backwards before shooting for a tackle that sent both men flying off the Helicarrier. Without his wingsuit, Sam could only watch as the two Super Soldiers tumbled into the scrapheap below.

"Cap!!!!"

...

---

"Kevin, you don't have to do this...", Nat began, a frail attempt to reason with the monstrosity that stood before her. It was all she could do, at least to stall for time.

Both her and Fury could feel the intense pressure coming from the Osmosian as his Galilean ability sent both of them sprawling to their knees.

"You're right...", the Osmosian grinned as he stepped forward, an ominous crunch of glass echoing in every step.

"...but I want to"

Panic trickled down her nerves as she could barely stand, her body barely able to keep itself uptight while she watched helplessly.

"Where's Servantis?", Pierce demanded, clearly agitated yet attempting to gain some semblance of control over the situation that had clearly sank alongside the Triskelion compound.

Everything Hydra had worked for, everything he'd worked for, gone up in smoke in a matter of minutes. The Hellicarriers were nothing more than a smouldering heap, and Zola's algorithm rendered absolutely worthless now that Romanov had deployed all SHIELD's secrets to the untameable boundaries of cyberspace.

He clenched his fists, gritting his teeth in vexation.

How?

How?

They were so close...so damn close.

"We had a deal, dammit!!", Pierce demanded, drawing the Osmosian's rather dispassionate gaze.

The councilman's tone had suddenly and immediately gone, and replaced in tone and timbre of that of a murderous sociopath, who would do literally anything to get what he wanted.

"The Rooters were supposed to stay out of this!!!!"

Kevin chuckled in amusement, watching the older man squirm in barely controllable rage. Fury on the other hand, maintained a stoic expression, despite being in a more precarious situation.

"What..."

Natasha's eyes widened slowly, sending the raw killing intent that emanated from the Osmosian. The sensation was so palpable, setting all her spy senses ablaze with warning alarms .

" What makes you think you're in charge here?" Kevin growled, the Osmosian's visage only growing more monstrous as his alien features warped and twisted.

Nat could hear the audible croak of flesh and sinew realign, the audible pop of bones as his structure realigned. He grunted, temporarily recoiling as he clutched his head

"SHIELD, HYDRA, Plumbers...it doesn't matter to me. You're all the same", he growled out, his tone low and guttural as his body continued to transform further. New limbs and features dotted his skin, even newer appendages sprouted as he grew in size

The old man's expression slowly morphed into one of sheer horror as Kevin turned to him, eyes bloodshot as his maw stretched even wider.

"You'll all die the same"

Fury and Nat watched in horror as a gout of flame burst from Kevin's jaw, incinerating the Councilman in a matter of seconds. Pierce could barely scream despite his jaw being left open as the conflagration reduced him to an ashen heap in seconds.

The two agents were frozen in shock, stunned by the brutal execution they'd just witnessed. It wasn't cold or calculated, merely a product of twisted desire. The desire of one with so much power and virtually no restraint.

Essentially, Fury's nightmare version of Ben come to life.

" Y'know I was a little surprised to see you here...you were supposed to be dead", Kevin sneered as he turned to the ex-Director, his other arm morphing into a titanite shaped spear as he marched forwards.

"At least I can make that status a little more... permanent"

The Osmosian's arm shot out in a mass of vines, wrapping around Fury before dragging him to Kevin's eye level, the ex-director's feet.

"I was...trying to help you", Fury managed to croak out, helplessly flailing against his binds

"You were trying to turn me into a weapon. Into your weapon", the Osmosian snarled, crimson eyes burning with untamed rage

"I didn't have much...of a choice", Nick argued vehemently, his limbs aflame with agony as he squirmed in the Osmosian's grasp. This only further enraged Kevin as his grip tightened around the former SHIELD Director.

"You used me, just like Servantis!", Kevin's voice grew even more distorted and strained, "All of you! Years of my life, lost in that hell! All because you were scared of Tennyson!!"

"It's not just about Tennyson–" Fury attempted as the vines tightened painfully, closing his mouth shut and practically crushing Fury's already frail body like a vice.

"Let him go Kevin!!!!"

A click from a gun drew Kevin's attention away from the struggling man, to the superspy shakily holding him at gunpoint.

Nat held her breath as she held up her firearm, her blue eyes flashing with a wild mix of emotions. The Black Widow had fearlessly faced down evil Norse gods and maniacal time travellers, yet her hands trembled as she stared down the Almagam holding down her boss.

"Kevin–just let him go", she breathed out, keeping her tone steady despite the wave of raw panic that seeped into her nerves.

A dark chuckle escaped Kevin's maw, further enhancing said dread. As though he were mocking her fruitless display of bravado, or more likely recognized how fruitless it was to point a gun at him.

"Don't worry, Red", he said as he glanced at her in amusement, his other arm raised to strike. Nat felt her throat constrict, the gun in her hand feeling heavier every passing second.

"You're next"

ZOOOOOOOMMMMMMMM

A blast of wind filled the room almost immediately after, the sheer force of it's entrance throwing everyone off balance. The glass panes cracked and shattered, flinging shards like grapeshots. An involuntary gasp escaped the redhead's lips, the sheer force of the wind nearly collapsing her lungs.

Barely a second had passed and Fury had disappeared from Kevin's grasp, leaving behind a blur as the newcomer zipped past with his quarry.

Another moment passed, time resumed.

Nat exhaled at the sight of Ben, in his XLR8 form, holding Nick in his arms. The shapeshifter nodded at the redhead as he placed the ex-Director down, before swivelling to face his friend

"I was wondering when you'd show up", Kevin spat, bloodshot eyes glaring daggers at the Kineceleran as he added sarcastically, "you just can't help yourself, can you hero?"

A soft hiss emanated from XLR8's biomechanical visor as Ben straightened, glaring at the Osmosian. Somewhere at the back of his mind, Ben feared for the worst, that he was already too late. Looking at his friend's new transformation only served to assuage such fears.

No turning back now...

"Yeah well, like an old friend said", Ben replied in a raspy voice, distorted by his transformation, "you're not hurting anyone else"

Ben turned to Nat before slapping on the Omnitrix, his form replaced with that of the methanosian Swampfire in a bright flash. Their eyes met for a brief moment, a tense exchange that seemed to stretch for more than either expected, filled with urgency and unspoken emotions.

And just like that, the moment passed, snapping the duo back into reality. The shapeshifter gestured to the ex-Director, pointing them towards the exit, "Get him out of here!"

With a roar, Kevin charged forwards, hell-bent on getting to his prey. Ben threw up his arms, erecting a thick wall of vines behind him, covering Nat and Fury's escape before intercepting Kevin's frenzied charge.

BOOOOOMMMMM!!!!

The impact sent shockwaves bouncing across the walls of the Triskelion Council as both superpowered aliens clashed in the middle of the meeting room. Glass splintered into a shower of shards, the combined clash rippling with sheer force that tore through the building itself.

...

---

CRASHHHHHHH

Both men tumbled across the tarmac, tumbling in a heap as they landed with a dull thump against the mounds of debris that littered the hangar

Pain spiked through Cap's body as he struggled to his feet, just in time to deflect a metallic backhand from Bucky. More fists immediately followed, forcing the supersoldier to back up defensively before catching Bucky's arm

"Bucky, you've gotta stop!", Cap grunted with effort as he pushed back against his old friend, "it's over! Hydra's finished!!"

Bucky slipped from his grasp before delivering a roundhouse straight to his sternum. The impact went off like a whip, buckling the Captain and allowing the Winter Soldier to retrieve his dagger

"I have a mission", Bucky replied coldly.

"No you don't, Bucky", Cap's eyes narrowed as both men began circling each other like vultures. Both sets of eyes trained on each other, each set of nerves poised and ready to strike.

"The mission is over, Bucky!", Steve motioned to their surroundings, "Look around you!"

"No–not over..."

Bucky's eyes glazed over, unfocused for a moment before snapping back, the recoil of his mental state causing him to momentarily lose balance.

He leapt forward with a yell, crashing into the Captain and sending both of them toppling into the debris, with Bucky gaining the upper hand. Cap let out a ragged exhale, struggling to keep Bucky's knife away from his jugular.

"...not as long as I'm alive"

...

---

BOOOOOOOMMMMMMM

A burst of flame collided with a Kevin, sending him hurtling backwards before stabilizing himself mid air.

"Even after all they've done...", the Osmosian bellowed as he launched a barrage of taydenite shards that detonated in a fiery conflagration on impact, forcing Swampfire on the defensive.

Kevin's voice grew with irritation, ramping the intensity of his attacks."...even with what they are, you're still protecting them?!"

"Someone has to stop you from making things worse!", Ben retorted as he dodged out of the path of a glacial blast that froze the very air around the methanosian.

"Worse?!", the Osmosian replied, his tone incredulous, as if wondering how Ben could be so damn hypocritical, "I'm doing the world a favor! I'm getting rid of the scummy lowlifes like them!"

He slammed his fists downwards, sending a path of debris that tore apart the concrete floors and hurled chunks of the material across the room.

Kevin's mutations seemed to worsen by the moment, straining Ben's window of opportunity. The more he used his powers, the more animalistic his patterns, proving extremely difficult for the shapeshifter to predict and counter.

Worse still, Ben couldn't seem to switch forms anymore. Whether Kevin glitched out the Omnitrix again–or he'd broken the quick switch feature ( again) from multiple use–the fact remained that he was essentially fighting with a severe handicap.

"What's the matter hero! Having watch troubles?!!", Kevin taunted, sending pulses of gravitational waves that floored Swampfire before sending him hurtling towards the ceiling, and into the ground again with a devastating crash.

Lucky for Ben, Swampfire's stellar regeneration capabilities allowed him to tank the worst amount of damage while still being on the offensive. Still, Ben needed to minimize the amount of punishment his body room before the Omnitrix forced him back into human form as a countermeasure to prevent permanent physiological damage

Virulent cracks spread across the infrastructure as Swampfire dug his way through the walls in a mass of vines, before sprouting out directly under Kevin, taking the Osmosian by surprise.

"SHIELD got what was coming to them–but this is just you losing control!", Ben grunted, delivering a haymaker that stunned the Osmosian and sent him reeling.

Kevin was quick to recover, releasing a surge of Crystalsapien chromatic beams that blanketed the area in pure heated light. For a brief moment, Ben's vision was bleached with the brightness, blurring his focus and leaving him vulnerable to getting blindsided by the Osmosian

CRACKKKKKKKKKK

They both plummeted through the floors, past the Control center and into the lower floors in a plume of dust and smoke. The warning blare of alarms filled the lower levels as the fight between the two superhumans began to wear down the building, the air filled with frenzied panic as personnel scrambled to evacuate in time.

"I'm gonna burn this place to the ground, along with anyone who gets in my way" , Kevin growled, his fangs bared menacingly, "and I've never been saner"

...

---

We looked for you after. My folks wanted to give you a ride to the cemetery

Steve ducked another slash, his bruised ribs screaming in retaliation. The fatigue had slowly begun to creep in, compounding his unwillingness to fully defend himself.

I know, I'm sorry. I just...kind of wanted to be alone.

How was it?

Steve's mind began to falter, blurring between the past and the present.

It was okay. She's next to Dad.

I was gonna ask...

I know what you're gonna say, Buck, I just...

We can put the couch cushions on the floor like when we were kids. It'll be fun. All you gotta do is shine my shoes, maybe take out the trash

Both men collapsed into a pile of rubble as they struggled with Bucky's knife.

Thank you, Buck, but I can get by on my own.

The thing is, you don't have to... I'm with you to the end of the line, pal.

...

---

Ben crossed his arms as Kevin launched onslaught of explosive orbs, ducking and weaving through the field of explosions before manifesting two whip-like appendages from his arms and leaping into the air

Kabooooommmmm!!!!

Flicking his arms outward, Ben cut down the first projectile before deflecting the second, detonating it right on front of Kevin's face

The impact sent the Osmosian to his knees in a daze. Multiple vines sprang from the ground, incapacitating the Osmosian and restricting his mobility

"That hurt!!", yelled Kevin, sporting a brand new scar, a prominent X-shaped mark etched into his skin.

"Do we have to keep doing this?!", Frustration boiled within Ben's tone as he attempted to reason with the Osmosian, "we don't gain anything by fighting!"

Servantis was still out there, and so was Grandpa Max. He'd been struggling all this while, struggling with keeping his head, keeping control even as everything seemed to fold against him.

"There's no need for any of this, Kevin–not anymore! Hydra's plan is over, it's all over!"

The vines wrapped around the Osmosian began to stretch, their tensile strength put to it's limit as they struggled to keep the Osmosian bound.

"No..no-nonono...", Kevin muttered, his tone low and grating, head bent low as his eyes struggled to focus, "not again...not again..."

"Kev–", Ben cautiously approached the Osmosian, unsure of what to expect from his uncharacteristic reaction.

" You're not sending me back again!!!!!!"

Kevin's howl tore through the air like a raid siren, temporarily taking the shapeshifter aback. Sickening pops echoes from his vine chamber as Kevin's physiology morphed even further, his grunts less human and more animalistic.

Ben's eyes were blown wide as he witnessed Kevin's pained metamorphosis, further twisting and pulling apart at his massive frame that now towered over him, casting an ominous shadow on the shapeshifter

"Not going!!!!!–"

BOOOOOOMMMMM!!!!!!!!

His massive arm shot out like a jackhammer, slamming into the ground to release a massive shockwave that buckled the very foundation of the Triskelion. Ben could barely hand on as the floor gave way, sending them both tumbling even further down.

A low rumble and crash emanated from the second floor, accompanying the avalanche of debris from the concrete cave in.

The dust had barely cleared from the cave in, as Ben struggled against the lack of visibility from the smog. The alarms were even more deafening than before, compounding the ringing in his ears from the shock

FZAAATTTTTTTT

Bolts of lightning coursed through the dense fog, the shapeshifter caught unawares in its fulgurous path.

"Not going back!!!!!"

Kevin continued piling on the pressure, barely giving Ben enough time to react. Attack after brutal attack, pushing the Omnitrix Wielder to his absolute limit as he deflected, dodged or attempted to shrug off the onslaught.

"I'm free!!!!", The Osmosian's expression bore a twisted grin, as he revelled in the ensuing carnage. A hollow laugher filled his lungs, echoing off the wrecked walls of the ruined lower levels

Nothing else mattered, he was no longer caged, no longer bound, no one's weapon. A moment of sheer bliss lit up his inhumane features, revelling in the sheer mayhem unfolding before him.

Nothing else mattered.

He was no longer caged.

No longer bound

No one's weapon.

Nothing in his way

BOOOOMMMMMMM!!!!

Gravity moved on its head, debris and concrete dangerously whipping around like gale winds.

"Everybody move!!!", Ben yelled into the frenzied melee of SHIELD staff, whipping both his appendages into makeshift grappling hooks that split apart like branches.

Stretching out both arms, Ben plucked several SHIELD Agents out of the Osmosian's path of devastation, tossing them through the exits barely in time before Kevin could get to them. Ben jumped in front of the exist, obstructing the Osmosian's path

You can't keep them from me!!!!"

Kevin roared in frustration, letting off another gravitational wave that blasted apart the offices, nearly ripping through the Methanosian who managed to toot himself to the control center's deteriorating floors.

The Osmosian's eyes glowed harshly, letting off beams of radiation that melted the very air around Swampfire, pushing the shapeshifter's regeneration to it's absolute limits.

Ben attempted to return fire with his own, their attacks repelling each other into the nearby walls of the facility. Walls of flame met columns of pure heat energy in a display of devastating power from both aliens.

The metal floors warped and bent from the sheer heat and force generated from the feedback. Ben felt his hands slowly start to give way as he held back Kevin's relentless assault

"What's the matter, Benji? Getting tired?", jeered Kevin, closing the distance before slamming the methanosian into the nearby security console. The impact rattled through Ben's body before it registered in his mind.

Did it?...

"Why don't you relaxx!!!!"

Did it always have to end this way?

Swampfire soared through the air as Kevin launched him into a corner, shattering through the concrete wall and landing in a bed of debris

CRASHHHHHHH!!!!!!!

A familiar warning beep followed a dismal burst of verdant light, illuminating the pile of rubble that buried the Methanosian.

...

---

"You know me", Steve reminded, his arms held low as he attempted to reason with the Winter soldier.

"NO, I DON'T!", Bucky lashed out in a bout of confused rage.

Cap lowered his guard even further, "Bucky, you've known me your whole life"

The Winter Soldier threw a hook and an uppercut that staggered the Captain, while Steve refused to retaliate, tanking both hits while never shifting his focus from his long lost friend.

Everything he'd fought for, everything he'd endured, and yet he couldn't save Bucky yet again.

"Your name...", Cap exhaled, "is James Buchanan Barnes"

Bucky lashed out again, his punch landing with a sickening thud," SHUT UP!!"

Steve stood immobile, his arms now by his side, "I'm not gonna fight you. Not anymore, Bucky. I've already lost enough, not gonna lose you too"

Bucky's eyes widened with the supersoldier's next words.

"You're my friend"

In a flash, Cap was on the ground as the Winter Soldier kept on landing merciless punches across his already bruised and battered face.

"You're my mission!", yelled Bucky, emhasizing each word with another thud of his fists across Steve's face.

"YOU'RE–"

SMACKKKK!!!!

"MY"

THUDDDDD!!!!!!

"MISSION!"

Steve Rogers grunted, vision blurred and his face bloodied as he stared back up at his best friend with a glint of hope in his welling eyes

"Then finish it..."

Bucky held a fist ready, then hesitated, paralyzed with indecision. His mind echoed with static, instincts tearing at him despite every fibre of his being pushing back against the relentless wave of programmed behavioural instincts that defined his actions.

Cap could see the struggle painting his old friend's face, as he choked out another exhale, "Cause I'm with you...to the end of the line"

Whatever it took, he was getting his friend back. Even if it killed him to do so. Hydra had taken enough from him, from the world.

...

---

Everything in life changes.

Metamorphosis represented a different type of change, a new life form. Ever since they'd met, Ben and Kevin had been changing, neither aware of the extent of such change.

" Genetic sequence, recalibrated", A metallic voice echoed through the debris.

THOOOOOOOMMMMMM

The pile of rubble that buried the Methanosian burst open like a cocoon, revealing a verdant bloom of exotic vines that blossomed outwards, covering the walls and the floor of the room. Low rumbles echoed through the facility as the alien flora expanded, wrapping around itself like a mossy, living network.

At the epicenter of the bloom, a massive pod opened with a burst of spores before it's inhabitant shot out like a bullet, directly into Kevin

CRASHHHHHHHH

Kevin hacked out a strained gasp as he smashed through the bed of vines, into the dimly lit confines of the Triskelion storage facility.

He could barely gather himself together before Ben reappeared, dropping from the hole Kevin crashed through in a swath of vines that unfurled like tendrils, revealing the haunting visage of Swampfire's new form.

The Methanosian sported a darker shade of green, his spiked hands colored black, with four yellow claws and yellow holes in the center of his palms. A large yellow collar bloomed around his neck, complementing several smaller buds that dotted his arms and legs.

Swampfire's eyes glowed harshly in the dim lighting, giving his new form the appearance of an awoken verdant avatar.

"My turn"

Ben's limbs burst out in a bouquet of roots that dug into the concrete, bursting out into a thicket of vines that buffetted the Osmosian in a salvo of spear strikes that nearly skewered him.

Kevin roared in retaliation, blasting back the alien growths before they exploded in unison, releasing a cannonade of spores that detonated in unison, blanketing Kevin in a violent cloud of searing heat.

The Osmosian immediately countered with a glacial blast of air, lowering the temperature while keeping the blossomed Swampfire at bay.

"Not...stop...kill", Kevin's words were slurred, his utterance reduced to intelligible grunts and howls. Pangs of guilt stung the shapeshifter, caught in a moment of indecision as he wondered just how far gone his best friend was.

WHAMMMMMMM

Ben threw up a mass of vines that formed a fist, smashing into the Osmosian before he could finish his own attack.

Promise me...whatever happens, if I get out of this... different, you make sure you stop me.

Kevin's words stung the shapeshifter as he continued his assault, desperate to get it over with.

Before I hurt anyone. Before I get too far gone, off the deep end

The Osmosian clutched his head as he staggered around, barely aware of his surroundings.

You don't have to do this, Kev...

More explosions as Ben's spores detonated in unison, burying the Osmosian in a concrete mound. Kevin lashed out even more ferociously, like a wounded animal blindly throwing everything he had in his arsenal. Finally, he threw a punch with his enlarged arms, only for the appendage to collide with Swampfire's, the methanosian's arm reinforced with even more vines wrapped tightly like a massive fist.

WHAMMMMMM

In a smooth and precise motion, Ben twisted inwards as he kept Kevin's arm locked while using his momentum against him. The sickening crunch of joints viciously twisting from their origins could be heard even above the chaos of their fight.

Kevin's roar of agony followed immediately after, desperately clutching the near useless Galilean appendage as he instinctively backed up, his self preservation instincts kicking in despite his feral nature.

Ben refused to let up the pressure, spawning even more vines and spores that cut off Kevin's escape path.

Another mass of vines struck the Osmosian, followed by yet another blast that sent the Osmosian sprawling on the ground. Kevin attempted to drag his battered body up, only for more vines to wrap around him like a straightjacket, forcing him to writhe around frantically.

You'd do the same for me

"Stay. Down!!!"

Kevin let out an exhausted breath completely out of energy. Unbeknownst to the Osmosian, Swampfire's new vines had been slowly pumping pheromones in the air, draining his own energy to the point where the Almagam couldn't offer any resistance.

"–Free...", Kevin whispered, his maw widened in a twisted grimace, bloodshot eyes lazily glancing at the ceiling before settling on the visage of Ben. A moment passed, neither one of them moved.

Ben stood over his old friend, torn by promises he'd made to different parties. He'd once prided himself on having the conviction to do what was necessary, whenever the time came for him to act.

Man or Monster?

What difference would that make? Between him and Fury?

Between him and Servantis?

A blast of energy illuminated the room, filtering out through every crevice. Another moment passed, and the air was filled with silence.

The heavy silence dragged on, viscous and deafening.

Ben yelled at the top of his lungs, his frustrations and griefs boiling to the surface. After so long, there was only so much he could keep buried under the mess of emotions that weighed on his heart.

Did it always have to end, like this?

...

---

...

TO BE CONTINUED

...

---

A/N

Apologies for the delays, this took a while to actually bring together. It's not perfect, so I might come back again to do some more editing. But I've already missed a deadline and I can't keep breaking promises to my Discord.

My plan is to finish the story before the year ends, and have a Christmas episode ready too. I initially wrote an episode last year, but I was unable to finish it before the year ended. Flash forward months later, my phone gets wiped and I lose the entire chapter (Pain).

Comments and Reviews are welcome. Feel free to tell me if I missed anything, or if there's something that needs to be changed.

A big thanks to everyone who followed and liked this story. I'll try and respond to your comments if I can

RESPONSE TO REVIEWS

Monster King- Thanks!

UltraPhantom- Appreciate it, I always try to improve with every new chapter

Zitfeng- Estoy guardando Alien X para ocasiones especiales.

ArashiNoKitsune- Yeah, Ben's a bit of an ass but that was kinda the point. He's sorta being pushed to his limit here, with betrayals left and right. I think Sharon and Kevin were his tipping point. Plus add in the fact that they were romantically involved and emotions boil over.

Bennyson- I still have plans for Ben and Nat, don't worry

Raim- Ben always got dem hands

zilla boi- Close, but not yet. I was initially going for a longer chapter but this is already 30 pages.

reader2020italia- Yeah trust is a big deal when it comes to Nat, I decided it would play a major factor in both their arcs going forward. As for a change in love interest...what gave you that idea?

Cman6465- Thanks, and hopefully things will be fixed... eventually

Noobmaster69- Well I dunno, sometimes trust can be earned back...but I guess we'll just wait and see eh?

Ultimatrix 105- Making Nat's eyes blue was kind of an artistic choice. It adds to her seemingly cold personality and also differentiates her eyes from Ben's. Hopefully it'll all make sense later.

Eureka69- Thanks, I appreciate the kind words. I'm actually not a fan of slow burns, I just like overcomplicating everything (lol)

DouglasJack- Alien X is kinda overkill for the Rooters. Even in the canon, I saw it as pointless for Ben to unlock Alien X just to toss around a bunch of hybrids. He could've easily done the same with Gravattack. Or use Ghostfreak to possess them and show just how terrifying his power is. Both are more interesting imo

Shelby- *X Files theme intensifies*

Ultimatrix 105- Don't worry, I'm not done with BenXNat. But good things don't come easy, or free of challenges

BigBlueOtter- Thanks, I'll try not to take too much time again. Two months is ridiculous for one chapter, even by my standards.

The Disquieting One- Appreciate the kind words. Thanks for recommending this fic, i didn't even know fanfics could be recommended on TV Tropes.

I wanted this particular story to push Ben both emotionally and mentally. Overpowered heroes are fun, but the fun gets stale if they don't face any challenge. Hopefully I stick the landing with this one

As for Ben and Nat, lets just say I still have plans for them. Meanwhile, the SHIELD leak will have more ramifications in this story. Also, please check out Marvellous Moments if you can, its not my best but I had fun writing it. Lastly, I've only played one Kingdom Hearts game: Dream Drop Distance (as my Discord knows), and i didn't even get past the TRON world

..

EXCELSIOR!!!!!