A/N: This was actually a late addition, I wanted to do more with Kevin and Gwen especially. Next week will be a breather episode, and a short read.


Driving through Utah's roads was a spectacle in and of itself. It's canyons were deep and seemed to stretch off into infinity, rare spots of vegetation giving it even more color than the sandy brightness the canyons were known for. Ben, Kevin, and Ruby admired its beauty, taking pictures when they could.

"Wow." Ben smiled. "Nature is beautiful."

Ruby nodded. "Absolutely.

Kevin finally put away his cheap camera and said, "Well, I'm out of film. Anyone wanna play some Sumo Slammers?"

"Do you even need to ask?" Ben snorted, getting out his portable game console. Gwen looked up from her spell book and rolled her eyes as she sat up front with Max.

"So, we're finally dropping him off today, right?" Gwen asked, motioning to Kevin.

"Yep! We're almost to the Four Corners. Now, hopefully, nothing bad happens to us. It's been a hectic past few days, hasn't it?" Max joked.

Gwen raised an eyebrow. "Wow, that's the first I've heard you say something like that. Everything ok?"

"Honestly? I'm glad this summer is almost over," Max confessed. "August is gonna fly right past us. Then I don't have don't have to worry about the Rustbucket getting wrecked thanks to some crazy villain."

Gwen shot him a nasty look.

"Oh, and you kids as well," Max quickly added. "Don't feel like returning you kids in a full body cast thanks to Ben or Ruby or...well, you know."

"Yeah, it is pretty tiring dealing with villain after villain after villain," Gwen agreed. "So let's hope the universe throws us a bone today."

"...I'm not sure about that, Gwen." Grandpa pointed ahead to a thick, miasma-like fog that appeared out of seemingly nowhere. Suddenly, the beautiful Utah canyons were obstructed by the thick grey fog.

"That's weird." Max looked puzzled as he turned on his high beams. "It was supposed to be clear skies all day today."

"Hey, weather changes all the time," Ben said, not really paying attention to the conversation. Ruby hung off his shoulder, watching him play his game. "Maybe the weatherman was off today."

"Hold on," Max said, slowing down the Rustbucket a bit. "Hopefully we should still meet with Anna on time."

The Rustbucket kept trucking on, but as time passed, the fog became thicker and more condensed, to the point where the Rustbucket lights barely helped.

"I can't see much of anything right now," Max said, frowning heavily. "We'll have to ease up on the speed."

"Or maybe you just need a light for the way!" Ben grinned, slapping down the Omnitrix dial. In an instant Ben had turned into Heatblast, and he popped open a hatch on the RV and climbed onto the roof. "Let's see if I can blaze a trail here!"

Ben chucked a fire ball into the distance, and watched it soar through the fog. But it disappeared just as quickly, as if something had swallowed it.

Ben scratched his head. "Huh. Never seen fog do that before. Guess I better double down!" He launched a few more fireballs into the distance, but they too were suddenly swallowed by the miasma.

"What's going on?" Ruby asked, poking her head through the hatch.

"I-I dunno!" Ben said nervously. "I keep lighting up the road but the fire keeps vanishing!"

"Maybe you're not trying hard enough," Kevin snapped, moving Ruby out of the way. He morphed into Hot Shot and threw a flaming disc into the distance.

"See, Tennyson? You just need to focus a bit more-" Kevin didn't even finish his sentence, as the disc suddenly vanished as well. Kevin gave Ben a confused look.

Ben shrugged. "Alright. Let's try it together then?"

"...fine." Kevin huffed, and they launched a few more fireballs into the distance. Each of them vanished within seconds, but they kept firing…

...and firing...

...and firing, until the flames surrounding their heads slowly died down.

"Ok," Ben huffed, "there's something seriously shady about this fog."

"No doubt," Kevin agreed. "It's like we're feeding it fire."

Ruby paused. Why did that sound so familiar? She moved so the now human Ben and Kevin could both climb back into the Rustbucket.

"There's something weird about this," Ben told Max. "This fog has a mind of its own or something."

Gwen laughed. "Come on, seriously? We're getting worked up about fog? That's like being scared of a cloud."

"Ok," Kevin cut in, "but why does this fog have big yellow eyes?" He pointed out the window, where surely enough two eyes were peering into the RV...and they were getting closer! Everyone screamed in fright, and Max suddenly swerved to the right. Something honked at them as they passed.

"No monsters in the fog, kids," Max grumbled. "Just some SPEED DEMON!" Max flashed the car the bird from the side view mirror. He wished that car would get what was coming to him...but not right at this moment, if he had to be honest. A ticket or maybe even a crash would do, but not what happened next.

The sound of metal crunching made Max jump, as he came to a screeching halt. What just happened?

"What the heck was that?" Ben yelled.

"Mr. Tennyson, what happened?" Ruby asked, tugging his shirt.

"I-I think the person behind us just got into an accident," he stammered. "W-we need to make sure they're ok. I need someone to come with me, just in case…"

"Well, since I'm the whole reason we're going through here," Kevin said, "I'll help out."

"And maybe we could get a better gauge of this fog situation," Max suggested, looking out the window. "I think we might have to postpone our meeting with Anna, at least until this weather passes."

Kevin and Max approached the car. Oddly enough, it wasn't on the side of the road, but right in the middle of it. Max scratched his head.

"Now, how the heck did this get here?" he wondered as he and Kevin got to the driver's side, expecting an answer, but only getting another question; where was the driver? Max made note of the shattered glass on the outside of the car and a few sizeable dents. Kevin knelt down and examined them.

"Maybe another car bumped into them or something," Kevin guessed. "Hit and run. Happened all the time in New York."

"Well, there's no way that someone could just take a body that quickly," Max replied. "Otherwise he would've still been here when we got here."

Kevin frowned. "So, what do you think happened?" Suddenly, something brushed his shoulder. He spun around, but no one was there.

"Something wrong?" Max asked Kevin.

"Y-yeah." Kevin shivered. "Something just touched me." Max and Kevin scanned the fog, looking for someone else. Something wet hit Kevin's forehead.

"Ugh, and now it's raining," he frowned, wiping the rain off with his arm...but it felt off. Rain wasn't supposed to be as thick as syrup. Nor did it have any smell, especially not a metallic one. Kevin felt dread pool in his stomach. He slowly lowered his arm, and nearly threw up when he saw his blood covered sleeve. Kevin looked up and his eyes widened in horror.

"Oh my god," he whispered, before tugging on Max's arm.

Max looked up at the sky; the thick gray clouds were straight up eating someone. Their body was so chewed up they couldn't tell the gender anymore. Blood poured out of the their mouth and their body limply flailed around as they vanished from sight.

"We need to get out of here!" Max yelled, already turning to run back to the RV, but he froze in his tracks; something was standing in front of the Rustbucket. Max adjusted his eyes to better see the monster.

It was a thin, black mothman-like creature with notably huge wings. The wings were coated with razor-sharp scales and decorated in red veins. It wore the Grimm's telltale skull mask over its face. It looked like every horror story come to life, and it was all the more unnerving as it just stood there, studying Max and Kevin.

"What do we do?" Kevin murmured, not daring to break eye contact with the monster.

"Easy," Max whispered. "Get it away from the Rustbucket." Kevin nodded as he shifted into King Crimson. He shot out his tentacles like daggers at the monster, but it quickly evaded the attack and dashed into the fog. Kevin frowned as he motioned for Max to get back.

"Start up the RV," he ordered stoically. "I'll join you guys in a second."

Max didn't budge- stubborn old man wanted to protect everyone- but he had learned in the short time he'd known the boy just how stubborn he was too.

"Kevin..." Max began, as a figure lurched from the mist. Kevin stretched his arm back and threw a devastating punch, but the figure dodged just in time, disappearing once more into the fog. Kevin frowned.

"It's fast," Kevin growled, but chose to stand his ground as King Crimson. It felt like a weird suit of armor, but it gave him some measure of comfort. "Get Ben. I have a feeling this is gonna get rough." Max slowly crept back into the RV as Kevin remained outside.

A blue streak flew past him, and he quickly scanned the area. The sheer speed of the blur caused some of the fog to part, but surprisingly not a bit of sun shone through.

"I can't see a damn thing out here," XLR8 said as he regrouped with Kevin.

"I have a feeling that's what it wants," Kevin said, before the monster wrapped its arms behind his neck. Kevin quickly threw the thing off of him and slammed it into the ground, unleashing a quick flurry of tentacles on him. However, each hit managed to pass through the monster like it was a ghost.

Ben gasped. "It's a Grimm!"

"A what?" Kevin asked, before the thing kicked Kevin away. Kevin landed with a powerful crash, the wind completely knocked out of him. The Grimm turned its hateful red gaze to Ben. Ben just grinned.

"I think I know how I can handle you." He ran around the monster at race car speeds, sucking it into a cyclone and sending it into the air, disorientating it enough that it crashed painfully into the ground once the cyclone was gone. Its red eyes blinked out, but it still twitched on occasion. "Come on! We haven't got much time!"

Ben and Kevin made a beeline for the RV, and…crashed right into the front of the Rustbucket. They were so scared of what might happen they didn't realize Max had pulled up. Max screamed in fright before promptly fainting.

"Well, looks like we're gonna need to make another quick detour," Ruby sighed as Ben and Kevin freaked out outside.


A few hours later, the group was recuperating at nearby auto repair shop, which was also another way of saying 'plumber hideout', apparently.

"I asked Anna to meet us here. She'll take out that fog monster first thing. She'll then be taking Kevin with her to her base, and dropping off a different Rustbucket," Max explained, still a bit shaken by the 'death' of his ride.

Ben rubbed his head nervously. "Yeah...sorry about that." Everyone was bummed that their day had to be spent in the base in the middle of nowhere, sans Gwen, Ben and Ruby. Ben and Ruby had their eyes eagerly glued to a television screen as they watched a new episode of Sumo Slammers, while Gwen had her nose buried in Charmcaster's old spell book, one particular page catching her interest:

She was terrifying. Her utter dominance over the nature of magic was beyond comprehension, Gwen read quietly. After being forced to live a lonely, isolated life by her cruel father, she somehow managed to escape. Her quiet vengeance upon her people was terrifying, for after all, magic and life had been intertwined, one refusing to live without the other.

Why did she hate them? Truthfully, the historians aren't sure; some hypothesize it was because they used their gifts as second nature and not first. But her reasoning for wiping out all magical activities on Earth? None can say. She took out herself with it, and it would take years until human life would return. Magic was rejuvenated on Earth during the time of the 1600s, but that was a failure; witches and wizards alike were burnt alive for their gifts.

I suppose humans learned to fear magic from the instincts of their predecessors.

"Whatcha reading?" Kevin asked, obnoxiously sipping on a slurpee.

"Just some history on magic."

"Pfft." He rolled his eyes. "Probably fake."

"Says the guy who's dressed like someone they'd burn at the stake."

He blinked. "...damn, I've got nothing for that."

"Thought that would shut you up."

"How long until Anna gets here?" Kevin asked.

"Grandpa said it should be a few more hours," Gwen answered. "Nice job on the Grimm situation, by the way. Well handled."

"Well, it was mostly Ben's handiwork." Kevin chuckled. "As much as I rag on the guy, I'll give him props. He knows how to keep a level head in tense situations. Same with Ruby. It's incredible how natural they-"

Ben abruptly screamed in horror. Gwen and Kevin glanced over at him, his eyes still glued to the screen, but his finger was stuck out like a witch casting a hex. "LOOK AT WHAT THEY'VE DONE TO ME!"

Gwen and Kevin look over at the screen; a cartoonish squad of Ben's aliens were fighting against an army of candy monsters.

"It's the Super Alien Hero Buddy Adventures!" An overly enthusiastic announcer said. "Featuring! FIERY BUDDY! LOUD BUDDY! HARD BUDDY! WEB BUDDY! HUNGRY BUDDY! FLYING BUDDY! CREEPY BUDDY! TECH BUDDY! AND WATER BUDDY!"

Kevin laughed uproariously at the cartoon and Ben's crushed face. Ben didn't react, just staring at the screen in humiliation. Ruby was patting his back in sympathy. .

"They've butchered my boys." Ben sounded broken. "They've butchered all of them!"

"Hey, hey, it's gonna be fine," Ruby said soothingly. "It's a kid's show, I'm sure it isn't all bad."

"JOIN THEM AS THEY TAKE DOWN...THE RED QUEEN!" A frightening woman draped in a red cloak and holding a menacing scythe was shown commandeering a helicopter that dropped out more candy minions. Ruby's face contorted in horror and disgust.

"Somebody's gonna pay," she hissed through gritted teeth.

"I'm gonna sue those fuckers! We are going to study this entire episode and any others like it, take notes and sue the pants off the creator!" Ben declared.

Ruby nodded. "Right!"

Ben and Ruby glared at the television like it insulted their mothers. Kevin rolled his eyes. "Dweebs. Anyway, back to that book. Do you seriously believe it?"

Gwen shrugged. "Well, it really hasn't failed me before."

"I mean, you said it wasn't yours, right?" Kevin asked. "How do you know it isn't just the edgy fanfic of whoever owned it before?"

"Actually, now that you mention that…" Gwen flipped back to the page on the Keystone of Bezel. There were a few notes on how much destructive power it had and its potential. "Most of these are correct. It's just that the person who owned it wanted to commit magic genocide."

Kevin took that in. "...ah."

"That being said...it is kinda edgy."

"So, where's the original owner?"

Gwen shrugged half-heartedly. "Wouldn't know."


Elsewhere in the city, a young girl had stolen some canned food and old vegetables from an open market. A few people were chasing after her, gaining speed. She frowned heavily before honing in on the 'leader' of the chase. Her red eyes light up as the man stopped. The people behind him skid to a halt.

"What the hell is wrong with you? She's getting away!"

The leader started to hyperventilate; from his perspective, the world around him was crumbling, slowly collapsing into black nothingness. The others look at him in confusion and concern.

The girl then did some parkour tricks to evade them, and ended up jumping from rooftop to rooftop before stopping in an alleyway. She jumped down and returned to her small hideout, a makeshift home with boxed walls and a wooden roof, one old tarp acting as the floor, while many others were draped over the roof, offering peace from the rain and from the outside world. Duffel bags full of supplies acted as pillows, while a thick old blanket was tucked neatly against one of the walls.

The girl took off her cloak; she was a young teen with medium-brown skin and dark-red eyes. Her hair was a light, mint-green with a straight fringe and bangs as well as two long locks on each side in the back. She was dressed in jean shorts and an oversized gray t-shirt, both articles of clothing clean but having seen better days. "That was easy," she declared, as she set the food down in front of Charmcaster, who was furiously scribbling something down in a notebook. "Uh, hey, not to be a bother but...can you cook this?"

Charmcaster looked up from her book and sighed. "I suppose." She flipped to an already filled out page, and scanned for a certain incantation. She hovered her hand carefully above two of the cans and some of the vegetables. The limp carrots peeled themselves and were cut into small pieces, and the green beans were cooked thoroughly. Two cans of baked beans with bacon were cooked, the tin coverings popping off and letting steam escape. The cooked carrots and green beans joined both mixtures, everything somehow fitting together in those 15 ounce sized cans.

Emerald grinned as she snatched up one can, a spoon already in hand. "Thanks. I forgot how good this stuff tastes when it was warm."

"Let me guess, headache from your powers again?" Charmcaster asked, genuinely curious.

Emerald nodded as she ate a spoonful of her baked beans. "I still need some practice, I guess. Lucky you don't get headaches from your...semblance or whatever."

Charmcaster shut her book. "I've told you before, it's not a 'semblance'! I don't even know what that-" Emerald smirked as Charmcaster got angry about the confusion. Charmcaster huffed as she slumped back in her seat and got back to writing.

"You get all cute when you're huffy."

"Shut up."

Emerald rolled her eyes and went back to eating. "So, you gonna join me later on for a quick heist? I could use your help."

"If you want me to be distraction, you're asking the wrong girl," Charmcaster said, slowly eating her own meal. She didn't particularly like it, but she wasn't going to complain when she was homeless. She had gotten incredibly lucky- she was smart enough to realize that girls her age didn't last long on the streets. It was a testament to Emerald's intelligence and luck that she was able to stay safe for so long.

"No, actually. If anything, I'll be the distraction." Emerald pulled out a newspaper clipping from her pocket and threw it over at Charmcaster; it was an article about a fancy looking amulet that was being presented at some downtown museum. Charmcaster's eyes widened upon skimming some of the article. "I know the thing is fake, but I think it would cost a pretty pe-"

Charmcaster beamed. "You definitely can't put a price on something like this!"

"Huh?"

"This is the Amulet of the Cursed One; no one can copy the details she put into this!" Charmcaster explained. "If we could get our hands on this, I could stand a chance against Adwaitya, and you could finally make those 'changes' you've so desperately wanted!"

Emerald's eyes lit up. "F-for real?"

Charmcaster nodded eagerly. "A world where street rats and other so-called 'degenerates' are able to coexist with other people and not be treated as trash! Honestly, I hate how they don't already do that."

"Society is a fucking nightmare."

Charmcaster wrapped her arms around Emerald's shoulders. "So...what's the plan, little miss?"

Emerald grinned as she laid out some blueprints of the museum from seemingly out of nowhere.

"Where'd you get that?"

"Magic," Emerald joked.

"Stop that."


Back at the auto shop, the television still blaring that awful cartoon, Ben seethed.

"Water Buddy, you're such a bed wetter!" Fiery Buddy joked.

Water Buddy crossed his arms firmly. "No I'm NOT!"

Suddenly, Spooky Buddy came up from behind him. "BOO!"

Water Buddy screamed, as water leaked from his canisters. The other buddies all pointed and laughed at Water Buddy.

Ben was seriously tempted to commit murder. "If I can kill the creator and get away with it, I will."

Ruby menacingly polished her Crescent Rose. "Dibs on keeping the head."

"Super Alien Hero Buddy Adventures will be right back, after these messages," the narrator announced. A commercial came up, and a well-built man with salt and pepper hair and beard came on screen. Behind him stood the city's museum.

"Hi there!" The man said. "You may know me as Cameron Campbell. As curator of the town museum, I implore you to check out the occult and totally not fake celebration we have going on this month!"

Gwen's attention snapped to the TV.

"We have a special showcase on objects gathered from around the world, and have totally real verification that they are real magical relics from a time long forgotten."

Kevin rolled his eyes. "Please tell me you aren't buying this crap."

Gwen shrugged. "I mean, it could be fake, but I'm still kinda interested."

"You'd buy someone pulling a rabbit out of a hat as advanced wizard magic," Kevin sneered.

Gwen shot him a nasty glare before turning her attention back to the screen...and her jaw dropped. In the curator's hand was a familiar necklace.

"This necklace is quite...something, isn't it? Power is flowing from this thing! See? My hand is burning just touching this!" Cameron opened his hand to show it was fine. He frowned heavily. "Well, the TV could be lying to you. Why not see for yourself and give me YOUR money?"

Gwen immediately stood up and ran out of the room. Ben and Ruby didn't really care.

"...should I-" Kevin pointed his thumb in her direction.

"Yeah, yeah, just don't destroy the town," Ruby brushed it off.

Kevin went after her just as Max walked over. "Where are they going?"

"I dunno. Probably to walk around," Ben said.

"Ah. So, what are you wa-" Max glanced back at the television, only to see a bunch of cartoony versions of Ben's aliens doing some horrible dance. "...the hell is this garbage?"

"RIGHT?"

Kevin ran after Gwen, who was dead set on getting to the museum. She furiously flipped through her grimoire.

"You're seriously gonna buy some crap about the magic amulet from the damn commercial? That thing is faker than vegan bacon," Kevin said, crossing his arms.

Gwen looked up from her grimoire. "What?"

"...I had to eat some questionable food on the run, ok?!"

"It's not fake. Check it out." Gwen showed Kevin a page in the grimoire, devoted to the amulet shown on TV. It was a small, onyx black heart with a red crack through it, nearly reaching its center. There was a border of intricate gold filigree around the heart, leading up to a simple yet sturdy gold necklace.

Kevin's eyes followed some of the words. "The Cimmerian Amulet?"

"It's a powerful amulet that was crafted by a powerful sorceress. It's said that it could grant a wearer her immense power. Stack that on top of someone else's magic, they could end up either more powerful or just as powerful as her. According to historians, its existence is a total anomaly; she wasn't exactly the paragon of kindness. People to this day still don't know why she made it," Gwen explained.

Kevin was sort of convinced now. "Alright...so, you think this the actual real deal?"

Gwen nodded.

"How will you know?"

"If Charmcaster shows up as well. Now come on!" Gwen began sprinting again.

Kevin dashed after her. "Another question! Who's Charmcaster?"


The museum was bustling with activity; people had been swayed by the curator's words and were admiring the vibrant tapestries that claimed to be from magical cults of the past. Gwen and Kevin were walking amongst a tour of people, as an overly enthusiastic tour guide guided them through the rooms. His nametag had the word David excitedly scribbled on it.

"And heeeere we have the tapestry of the clan of the "Steel Throne"! They were apparently torn apart when the terrifying queen Garyentar tore the nation apart with her army," David said cheerfully.

Gwen nudged Kevin. "That's false. She was essentially the scapegoat for the entire thing."

Kevin nodded. "Huh."

"Also they neglected to tell us that her army was made of dragons."

"...huh. Bitchin.'"

David then showed the group a small box with horrifying markings on it. "And...uh, actually, I don't know what this is!"

A creepy looking janitor with a hook for a hand grabbed the box. "It's my lunch."

David blushed. "Oh, my apologizes."

Gwen looked horrified.

"What's the big deal? It's just some dude's lunchbox." Kevin snorted.

"...that's a box full of souls," Gwen said, terrified.

David then led the group to a room guarded off by some stanchions. "And here is by far the most priceless artifacts in the museum today; the Cimmerian Amulet! We know not it's origins, but it's power is immense!" David then pointed to a voltage scanner on the display case; the numbers were constantly changing.

Gwen grinned. "Jackpot."

The group followed David to another area as Gwen and Kevin snuck into the room. Gwen closely inspected the amulet. It was smaller up close, but no less beautiful. The onyx heart gleamed in the museum's lighting, and the red crack shone brightly, contrasting beautifully against the black gem and gold filigree border. "It looks real. But I can't really confirm that for now."

"So what, we have to wait for your bitter rival to show up?" Kevin asked.

"Yeah, pretty much."

Kevin stood there for a second. "...yeah, I'm gonna go to the food court. Want anything?"

Gwen shook her head. "Nah, I'm good."

"Alrighty then. Be back in five." Kevin walked out of the room, leaving Gwen alone. She took a deep breath and looked back to the necklace. She pulled out her grimoire and compared the two once more.

"Nice of you to attend the event today, Gwen." The redhead turned her head around to see Charmcaster walking out from the shadows.

Gwen grinned. "So, this confirms it. It is real."

Charmcaster crossed her arms. "Absolutely. I didn't expect you to show up, though. But that's not an issue."

Gwen immediately conjured up a spell that encased Charmcaster in a blue sphere. Charmcaster didn't even flinch. "Really? No fanfare? No fancy counterattack?"

Charmcaster grinned. "So who was that boy with you earlier? He seemed right up your alley. Your mom probably wouldn't like him though, especially with an outfit like that."

Gwen blushed. "S-shut up! Answer the que-"

"Oh, no, I'm just saying; it's funny we had the same idea." Charmcaster flashed a Cheshire grin. Suddenly, Emerald slammed Gwen to the floor, her focus on the sphere dissipating. Emerald subdued Gwen in a judo hold with relative ease. Charmcaster grinned as the sphere disappeared and walked over to the display. "Great job planning, Em. She took the bait easily."

Gwen grunted. "So who's this? Your assistant or something?"

Charmcaster gasped. "Wow, you think I'm low enough to see her as that? No! She's my...friend." Emerald shot her a look, and Charmcaster just shrugged, mouthing something that Gwen couldn't really make out. Gwen saw the advantage; her grimoire flipped open, releasing a burst of energy that blew everyone back and wrecked the room.

Kevin stood in line, awkwardly looking around, when a kid in a blue hoodie cut him off. Kevin placed a hand on his shoulder. "Hey, kid, we have lines for a reason."

"What are you, a narc or something? Don't touch me," the kid snapped.

Kevin was caught off guard by the kid's moxie. "Listen brat, I'm not sure where your parents are, but so help me God, I will not hesitate to choke slam your bitchass."

"Oh, what? You gonna fuckin' try to strangle me with your weak ass noodle arms?" The kid insulted him. "What are you, 11? Think you're better than me 'cause you have a height advantage? Go back to listening to System of a Down, you freak."

Kevin opened his mouth to retort, but a loud noise in the distance caught his ear. He frowned before turning back to the kid. "This isn't over."

Kevin then transformed into Brass Monkey and jumped up on the ceiling, crawling towards the scene. A few people were openly shocked by this, but the kid was barely fazed.

"Fuckin' freak."

Gwen got back up, a loud ringing in her ears. Dust was blown about everywhere, making it hard to locate the thieves. (This was actually just an illusion caused by Emerald so Charmcaster can get the amulet, but Gwen didn't know that.)

She looked around aimlessly, confused and disoriented in the dusty fog. Emerald snuck up behind her to get another good hit in...only to be ensnared in web. Emerald yiped as she was pulled up by Brass Monkey's thread. He frowned as she violently struggled around before sticking her to the ceiling.

Her illusion on Gwen broke, right as Charmcaster was about to nab the amulet. Gwen sent a magical missile flying at Charmcaster, who blocked it easily.

Kevin jumped down from the ceiling and transformed into Rush. He sped at Charmcaster as she fired red crystals from her hands like bullets from a gatling gun. He weaved through the attack with graceful ease. Charmcaster then threw up a defensive smoke barrier, blanketing the area and making Kevin stop in confusion.

He quickly noticed something moving in the distance. From his point of view, it looks like Charmcaster; Kevin ran at her and struck her in the face with his leg, knocking her across the room. He grinned...only for it to reveal he kicked Gwen in the face.

"What the-"

Gwen rubbed her face in pain. "The...the other one can...cause illusions!"

Emerald smirked as Charmcaster finally grabbed the amulet and put it on. Her skin turned deathly white and her sclera turned black. She snapped her fingers, and suddenly the web holding Emerald to the ceiling turned into smoke. Emerald plummeted to the ground, but Charmcaster caught her in a bridal carry.

"T-thanks," she said, blushing.

Charmcaster gave her a shy smile and put her down, quickly turning her attention back to Gwen and Kevin. Both were standing far away from her, in combative stances and waiting for the right moment to strike.

"Hilarious. So these humans think they stand a chance against me, hm?" Charmcaster grinned.

Kevin furrowed his brow. "Come again?"

Charmcaster laughed. "Nothing. I just think it's funny how weak you two are. Especially the girl. She isn't a natural magic user. And you're just a copy of her cousin. In the grand scheme of things, you and the rest of humanity are just… insignificant."

"Are you kidding me?!" Kevin shouted back. "Look at what humanity has done! We've built the pyramids and the Parthenon and created the greatest empires in the Milky Way. We've created education and diplomacy and clean water and the atomic bomb and cars and rockets. Our footsteps are on the moon! We grow and change and easily adapt to new environments- have you been to Australia? The Arctic Circle? The Sahara? Nature is constantly trying to kill us but we still go there, exploring and making homes when other life forms avoid it. Members of our own species can develop superpowers unlike anything the universe has ever seen, and we can take on alien life forms with a bit of training and our own natural adaptation. Hell, we don't even need powers, we just need a gun and a clear shot. You think your powers will save you when you're in a headlock or have a gun pointed to your head? Don't underestimate humanity, you racist bitch!"

Kevin took a deep breath. Charmcaster gave Kevin a bemused stare. "...Damn. I feel bad for doing this now."

Kevin slowly started to melt into a puddle of slime. "Worth it!"

Charmcaster laughed like a banshee as she flew out of the room and started terrorizing the crowds. Emerald was hot on her heels, but purple magic soon caught her, bringing her up into the air so she could join her partner in crime.

Campbell and David stared up in shock.

"Gwen was right to take her day off," David sighed.

Campbell shot him a look. " Who gave her the day off?"

Charmcaster hit Campbell in the chest with a magical blast, sending him flying into a weapon's cabinet. David shrieked as he ran over to help him up...only to see no one there.

"Mr. Campbell? Mr. Campbell?" he panicked.

"Down here!" David looked down to see Campbell, his soul and body forced inside a small cursed blade.

"Mr. Campbell! Oh my gosh, are you ok?"

"Of course not! I'm in a fucking sword, David! I can't show up to meetings like this!" he yelled.

David raised an eyebrow. "Business meetings? Sir, you barely have those."

"...yes, business meetings. And no other meetings."

Charmcaster started animating the fossils and other displays around her, letting them rampage inside the museum and wreck the other exhibits. A bunch of "authentic dino bones" (which were absolutely just random bones from animals pieced together) start closing in on David and Campbell.

"...well don't just stand there, do something!" Campbell shouted.

"Then I apologize for this, sir!" David screamed and started swinging the sword around, his boss yelling in pain.

"DAVID, SWING ME ANY HARDER AND I AM DOCKING YOUR PAY!"

Gwen and a reformed Kevin ran out of the sealed room and helplessly watched Charmcaster blast a hole through a museum wall and fly into town, Emerald right beside her.

"I'm gonna go after them! You take care of the museum." Gwen ran through the hole in the wall and followed the cackling witch. All of the monsters in the museum circled around Kevin. .

"Oh, this is gonna be fun." He cracked his neck and gave a smirk.

Tentacles began forming around Kevin's forearm and eventually formed an arm. More tentacles attached to his skull while even more tentacles grew down his face, including his lower chin, and eventually covered his whole body…

King Crimson took a deep breath and stood perfectly still. He looked so tranquil for a two legged kraken or...whatever he was. He bent forward and took a deep breath and moved his arms omnidirectionally at mach speeds. They were no longer able to be perceived by the human eye, leaving only jet streams in their place. The hits landed so fast the displays couldn't process what had happened…

And suddenly, the fossils all turned to dust. Kevin had punched them all so hard they just broke down into nothing.

David and Campbell watched from a distance.

" ...golly."

"What the fuck."

Kevin started to walk out of the place, but paused his steps. He walked over to the food court and snagged some hot dogs from a stand. He was about to eat them, but then he turned to one of the museum workers.

"Do I have to pay for these?"

David shook his head.

"Alright. Thanks." Kevin scarfed down all the hot dogs and went on his merry way to join Gwen.


Back at the shop, Ben, Max, and Ruby were invested in the Alien Buddies show...for the absolute wrong reasons. The Red Queen towered above Fiery Buddy.

"It's over, Fiery Buddy!" The Red Queen snarled. "I have wiped out all the rest of your alien hero buddies, and there's nowhere you can hide!"

"Aw man, I can't fight, and you might as well be right!" Fiery Buddy whined.

"OBLITERATE HIS ASS, RED QUEEN!" Ruby shouted savagely.

The Red Queen raised her scythe high in the air, and swung down- only for the news to interrupt. The group groaned loudly.

"This had better be good, I wanna see that dude die," Ben grumbled.

A local newscaster straightened out his papers. "We interrupt this broadcast to bring you some breaking news; earlier this afternoon, an apparent 'evil witch' has attacked the occult museum."

A picture of Charmcaster appeared on the left side of the screen. The group froze.

The newscaster went on. "Currently, reports say she's flying through town, displaying her horrifying powers...also, stop tweeting death threats at the news station. Super Alien Hero Buddies can wait."

Ben and co ran out the door, ready to fight Charmcaster.

Gwen chased after her enemy, occasionally dodging whatever chaos she had created, be it animated chairs and tables, or the occasional falling debris. Charmcaster was strong before, but now her powers just seemed infinite! The world was clay in her hands.

"GWEN!" She turned to see Ben, Max, and Ruby catching up to her.

"So, what's the full story here?" Max asked, panting lightly.

"Scary amulet. Insanely powerful. Charmcaster has some partner in crime," Gwen briefly summarized.

"Good thing I'm here now!" Ben said with a grin.

Charmcaster looked over her shoulder to see Gwen was still following her. "Ugh, this brat won't let up, will she?"

"Looks like she brought some help, too," Emerald said. "We need to distract them." Charmcaster flew past a television store and smirked evilly. She blasted one of the screens, destroying the television.

"Uh, why would she do that?" Ben asked, before looking at the fried TV. It could just be him, but something was moving in there...and out popped a small, adorable looking Heatblast.

"Hyah! Have no fear, Fiery Buddy is here!"

"And so are the rest of us!" a gruff voice announced. From out of the television, the alien hero buddies jumped out, striking a pose. Ben stared at the abominations.

"Ok, I hate them and all, but," Ben rubbed the back of his head, "this feels wrong. They're for kids, I don't wanna fight them!"

"Yeah, now I feel oddly attached to them," Ruby agreed, frowning in dismay.

"Well, be happy they're not more threatening," Max joked.

"Oh, now there's an idea!" Charmcaster crowed, before she zapped the alien hero buddies. Suddenly their bodies began to contort and freakishly fuse together, turning into a terrifying amalgamation of all of Ben's aliens. They no longer looked like they were for children, but rather for a deranged psychopath that skinned his victims alive. Ben frowned as he turned to Gwen.

"Yeah, this seems about right. You go take care of the Hex Girls. I'm gonna handle this."

Gwen ran off as Ben slapped down the watch. Plating grew around his arms, and soon around his body. "Let's roll out!" Ben quipped, as he curled tightly into a ball and rammed into the beast with a concussive force, knocking it back.

"That was cheesier than anything those cutesy monsters ever said," Ruby sighed before whipping out her weapon.

Ben launched himself again at the cartoonish opponent, knocking them away. Then he bounced away and rammed into the beast, using the same attack several times but in different directions. Finally, Cannonbolt bounced high up into the air and charged downward to knock the opponent into the ground, pushing it into the pavement. The monster exploded, leaving ink everywhere.

Ben rebounded off the ground and landed on his feet, reverting back to human. "And that's how it's done!"

"Aw, I didn't get to do anything cool!" Ruby pouted.

"I still think you can, kiddo. Look!" Max pointed at the monster, which was reforming slowly. Ruby grinned as she shoved Ben out of the way. "My turn!"

She loaded a magazine with an image of a lightning bolt on its side into Crescent Rose and fired. Electric bolts encase one of the ink monsters arms. The monster slammed it into the ground, sending the others flying backwards. Ruby spun Crescent Rose around and loaded another magazine into it - this one with imagery of fire on its side. She fired, and the flaming projectile swung around and obliterated the thing's head.

"Ha!" Ruby cheered. "Beat that!"

"R...RED QUEEN!" The beast bellowed as its head reformed, before it freakishly morphed its body into an even more horrifying amalgam.

"...alright, Max, you're up."

"Well kids, it's time I taught you the secret Tennyson technique in situations like this."

"And what's that?"

"Cheese it!" Max started running down the street. Ben and Ruby shrugged and just followed suit. Max knew what he was doing. Hopefully.

Max sped around the corner, the kids not too far behind him. The beast was catching up to them. "When I was younger, Frank would always get ink stains on his shirt thanks to his pens. Had to scrub it off with a lot of water."

"Uh, weird story grandpa, but I don't see what it has to do with this," Ben said pointedly.

"I'm saying we need to give this thing a good old power wash!" Max grinned as he pointed over to a fire hydrant. Ben and Ruby gave each other a mischievous look before Ruby sped on over to the thing.

"Oh, Stupid Alien Zero Duddies!" Ruby yelled in her best evil villainess voice. "I'm over hereeee~!" The beast rounded the corner and lunged at her, and in a split second, Ruby slashed through the fire hydrant. Water sprayed right into the monster's face. The thing screeched in pain as it was washed away, pooling on the street before being swept into the nearby drain.

"Welp, consider that a hearing from my lawyers," Ben said with a grin.

Kevin suddenly approached the three out of nowhere, still King Crimson, and feasting on some hot dogs. "What did I miss?"

Gwen quietly crept near Charmcaster. The world around seemed to bend to Charmcaster's will, it was nearly impossible to even touch her...but yet, here she was, looking at her partner. Gwen opened her grimoire and flipped to a certain page.

"Crimson Briar!" she whispered. Several prickle-covered vines shot up from out of the ground, but the second they reached Charmcaster, they wilted into dust. Actually, now that she looked closer...Charmcaster didn't look like she was casting magic.

"Emerald?" Charmcaster asked, her voice filled to the brim with concern.

Gwen peered around the corner and gasped; the necklace was hung around Emerald's neck, and glowing a horrible black.

"I...I just wanted to try to cast a spell!" she gasped, tears in her eyes. Emerald fell to her knees and sobbed; the necklace was digging into the skin around her chest.

"Oh no...you can't handle the necklace because you're not magic!" Charmcaster cried out in fright.

Emerald looked around as her breathing got frantic. She held her head and let out a loud scream, activating her Semblance. The amulet around her neck shattered, onyx and gold raining on the ground. Suddenly, the world turned dark as black smoke rose from the ground nearby. From it, a giant effigy of a woman with corpse-white skin and dark robes appeared, limbs bent and deformed. She towered above the buildings like an evil goddess. The giant opened her blood red eyes, and let out an earth-shattering scream as it swooped down over everyone.

Afterwards, everything returned to normal. The sky brightened, the people nearby went about their day… it was like the monster hadn't been there at all. Gwen shook in fear, wiping sweat from her brow as she slowly got her bearings back. Charmcaster and Emerald were nowhere to be seen.

"W-what the hell was that?" Kevin said quaveringly. Gwen looked back to see the others walking towards her, Kevin and Ben fully human and Ruby having her weapon out.

"More like who was that?" Ruby said darkly.

"That was just...an illusion," Gwen rationalized. "Probably the spirit of the woman who created the necklace."

"I can see why someone like her would make that necklace," Max remarked, brushing off his shirt.

Ben blinked. "Well, I'm gonna have nightmares now."

"Same!" Ruby smiled, as they high fived.


They found Anna back in the auto shop, sitting at a nearby table and snacking on tea sandwiches and orange juice. It would have looked like a nice picture if she wasn't covered head to toe in black and red blood.

"Uh, shouldn't you clean yourself up?" Gwen asked her, wrinkling her nose.

"I would, but five minutes ago I disassociated so hard that I legit saw my soul walk out of my body, and watched as my body walked around like a zombie in a bad horror flick," Anna stated. "It was almost as horrifying as killing all those Grimm. Which, by the way, should finally end all those Mothman rumors."

"Well damn, guess there won't be a Mothman festival anymore," Kevin joked half-heartedly. He turned serious. "So, what are you gonna do with me?"

Anna wiped her mouth, which got rid of the crumbs but none of the blood. "Well, my tenure at the summer camp is almost over- I was part time anyway. I'm gonna take you to Miskatonic and get you some therapy and trainers over there. That school is teeming with kids like you, and aliens that need help blending into human society, so you'll fit right in."

"Wait, you mean Miskatonic University?" Ben furrowed his brow. "That school near Bellwood?"

"That Ivy League school near Bellwood?!" Gwen nearly shrieked. "Are you telling me it's a campground for aliens and other weird things?"

"Kid, it was founded by the Plumbers to be a safe place for aliens," Anna said bluntly. "With the Plumbers, nothing is ever what it seems."

"So, is this goodbye?" Ruby asked forlornly. She wasn't exactly friends with Kevin, but it would be weird not hearing from him.

"And we were just starting to get along, too," Ben said sadly. Kevin looked crestfallen.

"Kevin's getting the help he needs," Anna told them gently. "It's not a goodbye, it's a 'see you later.'"

Max beamed as the children cheered.


In an alleyway at night, Charmcaster held an unconscious Emerald close to her chest.

"It's ok, sweetie. You...you just lost control a bit. It happens to everyone." Charmcaster sighed as she closed her eyes.

"Quite the show you put on today." From out of the darkness, the smirking face of an older woman walked out; she had short dark hair and a pair of dual swords with arrows on her back. "So, how did you do that?"

Charmcaster glared at her. "What do you want?"

"I've already told you. And I don't like repeating myself. I know my fair share of magic, but none such as your own. Magic, like thieving, is an art of patience, coordination, and in a pinch, sleight of hand. You lack all facets of it, and yet you can use magic like a master of old. It's strange," she mused.

Charmcaster raised an eyebrow. "Who are you?"

The woman extended her hand. "My name is Cinder Fall, and I'm someone who will make sure you or your friend won't go hungry ever again."


A/N: I'm so glad I have a co-author for this stuff, as she also acts as my impulse control. I went to an aquarium in Boston and felt the urge to turn the alien Kickin' Hawk into a penguin. I know it seems weird, but it would've been like Hawlucha, but thankfully, she shut that idea down.

I've also had a busy week, my back is killing me! I moved some rocks outside of my house, and there was a LOT. I will say I'm glad I did it, because it gave me sometime to think about it. I also helped out writing some other episodes for "E-10: Horizons", another project I work on. If you like Gemstones, please check out "E-10" on Wattpad or the Ben 10 Fanfiction wiki.

I also made a playlist for Kevin's aliens on Spotify! I'll add onto it as more forms are reviewed. user/transwiththeplans/playlist/0uNnhyr83E7Ix2qe54YaaC?si=kM9DGSn4TwKVbTdr9FdGmg