New York was the ultimate city for Ruby to visit. It had everything: people of all races, wonderful shops and eclectic restaurants, luxury hotels, so many bookstores and a lot of other amazing places to visit.

And she wasn't gonna let Ben ruin it. Ben was frustrated about not being able to try out a Sumo Slammer game in the lobby. He was about to reach for the watch before Ruby grabbed his hand.

Ben was honestly shocked by how she had an iron grip. Did she work out or something?

"Dude, the game goes out to the public in a month. If you use any alien to sneak into that room to play that game, I swear, by my ten year old hands, I will break your teeth." Ruby darkly threatened Ben, her eyes practically shining red.

Ben startled back and nervously smiled. "O-ok?"

"Okie dokie!" Ruby smiled, returning to her normal, happy go lucky self.

"What the hell was that." Ben thought to himself, getting in the elevator. But Ben was glad he listened to Ruby; from their lavish hotel room, they had a beautiful view of the Statue of Liberty, and the lake side.

"Do you think Lady Liberty is alive?"

Ben shrugged. "Maybe. I would kill to have an alien that big."

"I bet you could throw someone out of the atmosphere with that size. Now that would be sick," Ruby exclaimed, eyes shining.

Ben grinned back. "Oh, absolutely. I bet Lady Liberty could do that too!"

"She totally threw the fascists out of this country in her spare time!"

Ben blinked. "What's a fascist?"

"What are you kids talking about?" Max asked, coming into the room with his bag.

"Oh, nothing. Lady Liberty stuff." Ruby smiled innocently. Ben felt like he should ask Grandpa Max what a fascist was, but decided not to.

"How'd you get a good place like this, Grandpa? Usually we'd stay in a motel or something." Ben asked curiously.

"I'm glad you asked," Max beamed. "This hotel was prepared by an old friend of mine. You'll meet him in a few days."

"Oh, guess I can thank him then," Ben brushed off, as he flopped on a bed. "Ah, sweet mattress, how I missed thy softness…"

Ben and Ruby decided to make their way down to a nearby arcade that was across the street. This would've been frowned upon by Max, but considering Ruby's maturity and Ben's abilities, he let it slide. Maybe he could take a good nap in an actual bed, rather than the driver's seat of the RV. They decided to play one of the Smash Bros arcade games.

(Author's Note: Hey, it's an AU. We can do whatever.)

"So, random question," Ruby asked Ben. "When's your birthday?"

"December 27th. Same as my cousin," Ben answered, opening the door to the arcade. "When's yours?"

"Halloween."

"...wait, so you get to dress up as whatever you want, eat cake and candy and be able to stay out past your bedtime, all on that night?"

"...never really thought of it that way, but, yeah!" Ruby beamed. "But you get double the Christmas and birthday presents."

"Depends on the family member, really. A lot of them combine the two to save money, which is understandable, but still sucks. And at least everyone in my family is kinda together so we can celebrate."

"True. My family's kinda small, so I just celebrate it with my dad and sister. Sometimes my uncle will drop by," Ruby said, as she began moving the joystick like crazy.

"You've never really talked about your sister. What's she like?"

"Well, she's actually my half sister," Ruby explained, not breaking eye contact with the flashing screen. "My dad remarried after his first wife kinda disappeared."

Ben blinked. She just… said that so casually. "And then he married your mom?"

"Yeah! Then they had me, and…" Ruby trailed off for a second. "Yeah. Anyways, my sister's kinda like you. Loud, funny, joy to be around…"

"Sounds like we'd get along well. Why didn't she come on the road trip?"

"Training."

"Oh, is she on some sports team?"

Ruby paused for a second. "Yeah, that works." And Ruby returned to kicking the computer's butt as Kirby.

"Speaking of sports, you play any? I'm goalie for my school's soccer team."

"I do karate back home, with my dad. I've made it up to green belt so far."

Ben rolled his eyes. "As long as you're better than Gwen, I'm fine."

"Oh, your cousin takes it too? What's she like?"

Ben cringed for a second, before sighing. "Annoying. Very, very annoying. She's like the teacher's pet, but worse. Gwen also doesn't really trust me with anything, nor does she believe anything I say."

"Sounds rough, buddy," Ruby quipped, smiling as she watched Kirby knock the enemy off stage and into the abyss. "Your turn."

Ben approached the machine. "We're gonna have to meet Gwen in a week or something. Have to stop by her fancy summer school her parents are paying for."

"I'm guessing trouble's gonna follow us there," Ruby stated. "She's gonna kill you for that."

"Eh, considering the fact I melted an entire alien colony that was harvesting old people, I think I can handle her." Ben shrugged, trying to ignore the fact that he was badly losing at the arcade game. "Ughhhh, I hate fighting Captain Falcon. How do you even fight this guy?!"

"I personally just use Mega Man and use his projectiles to keep Falcon away, before going in for a kill," a voice behind them said. Ben looked over his shoulder to see a boy about his and Ruby's age. The kid was scrawny with shoulder-length black hair, pale skin and dark brown eyes with black rings under them. He wore a torn black T-shirt, black studded arm bands, brown cargo shorts, black knee-high boots, and a padlock necklace. "But, since you're Mario, just use your side special. That'll confuse the hell out of the computer."

"Oh… thanks," Ben said uncertainty. Ben and Ruby just awkwardly stood there, while this kid just watched him get destroyed, occasionally chuckling.

Ben reached his last life, and the computer just happily soaked in the victory. Ben frowned at the game, looking down at the watch. "If I was Upgrade, I would not hesitate to delete you from the machine," Ben quietly said to himself.

"My turn," The kid said, ushering for Ben to move out of the way. He reached into his pocket, digging for a quarter. He looked a bit disappointed, before looking at the little coin slot. The boy slapped the slot, and suddenly, a flood of coins came out of the return slot. Ben and Ruby looked at each other, gobsmacked.

"How'd you do that?" Ruby asked, picking up some of the coins.

"Once you've lived in New York long enough, you'll learn a few tricks." The boy said. "Now, watch this." The boy quickly began to destroy the Captain as Mega Man, carefully dodging each of his moves and landing some pretty complicated combos. Ben and Ruby watched in awe, with the boy soaking in the glory. In the end, the Mega Man player had taken no damage and lost no lives, while Captain Falcon was thrown into the abyss. "A new record, alright!" The boy entered his name into the scoreboard...K...E...V.

Kev with a score of 1,111,111.

"Woah, nice!" Ben beamed. "Who exactly are you?"

"Name's Kevin. Haven't seen you two before. You two tourists?"

"Yeah. Summer road trip. I'm Ben, and this is Ruby," Ben introduced themselves.

"I've never seen anyone play like that, what's your secret?" Ruby asked in awe.

"Lots and lots of practice." Kevin smiled. "But yeah, where you two from?"

"I'm from some random sleepy town, and Ben's from Washington. We've been on the road for a few weeks now! Gonna take some downtime and relax here."

"You better. New York's a big place, and I happen to know every cool place around here. I can give you a tour, if you want."

Kevin turned out to be a decent guy, barring the occasional creepiness. The kid had a good sense of direction, and knew every little event by heart. Heck, everyone did, to be honest, but he explained it best. He gave the two a nice tour of the Queens area, as well as some tips for some nice restaurants.

"I prefer the Parkside and Queens Comfort. Just be careful, that place is crazy expensive. Only eat there once in a while."

"Noted." Ben nodded. "So...how long have you lived here?"

"A few years now. My mom moved here with her then boyfriend.…" Kevin's voice seemed to get angry when he mentioned him.

"...you ok, man?" Ruby asked.

A placid look washed over him. "Oh, yeah. I'm fine."

"We should get going, though. Grandpa Max should be waking up soon." Ruby said, tugging at Ben's arm.

"Wanna meet at the arcade tomorrow?" Ben asked Kevin.

"Oh, yeah, sure. What time?"

"Maybe, noon-ish? How does that sound?"

"Sounds good to me. See you two then!" Kevin waved at them, as they disappeared into the crowd. Ben looked behind him a few times, to make sure Kevin wasn't following him.

"Ok, was it me, or did that guy seem to really change when he mentioned his stepdad?" Ben asked.

"Why do you think I dragged you away?" Ruby answered. "He seems cool, but I swear, there's something off about that guy…"

Max wasn't too mad at them for sneaking off and exploring the city with a stranger, but they were in New York. Ruby just excused it as her need to explore, and Ben brushed it off as his magnet for trouble. The trio did end up eating at Queen's Comfort, and while it did cost Max a pretty penny, they enjoyed the meal.

"Shame they didn't have any squid eggs, but I suppose that steak was good enough," Max said, walking back to the hotel.

Ben and Ruby shared a look of 'what', before shrugging. When they were about to pass by a nearby alley, they heard sounds of a struggle and someone obviously in pain. Ben looked up at Max for confirmation to kick butt. Max nodded and Ben activated the watch, twisting the faceplate to Ghostfreak. "Time to scare them right out of their skin!"

Ben immediately transformed into Ghostfreak and turned invisible. He floated over to the sounds of distress to see a bunch of young thugs, maybe in the early teens, beating up a kid.

"Cut it out!" The boy growled, his voice sounding oddly familiar.

"Not until you stop being a freak, freak!" The lead bully didn't have really good one liners, or comebacks. Ben glared daggers at the leader.

"Maybe I could show them the REAL Ghostfreak…" Ben thought. "But, don't want to give them heart attacks. I think this will do for now…" Ben flew over to one of the bullies (a bigger, punk type kid), and possessed him. The boy cringed a little bit, before Ben could take over his motor controls.

"Ay, Ryan, wanna take turns beating the stuffing out of this dude?" A thin bully named Matt said. "I think Barry's fists are getting sore."

Ben looked down at the kid to see Kevin, on the ground, obviously bruised and very much defeated. "Just leave me alone, dude!"

Ben just frowned, and decked Matt in the face, knocking him out cold, and sending him into a pile of trash bags. Barry looked up, a bit shocked.

"Matt, you idiot! What are you doing?!"

"I...I can't control…" Ryan's voice came out of his mouth, before Ghostfreak completely took over. "I can't stand how you're treating him." His voice was now nothing but Ghostfreak, and Ryan's eyes had his pupils. "And I want you to suffer."

"R-Ryan?" Barry asked tremulously. Ben responded by slapping him on the ear with the palm of his hand, disorienting Barry, before throwing him at Ryan in the trash pile.

"You ok?" Ghostfreak asked Kevin, helping him up.

"W-what happened to…" Kevin was bit shocked about the last few seconds; his eyes were wide and his mouth hung agape.

Ghostfreak freed Ryan from his control, his body slumping on the ground like a puppet with its strings snapped. Kevin looked up at the specter in tentacles, mainly focusing on the watch. "Y-you're one of the aliens from the news!"

"You bet. Want an autograph?" Ghostfreak posed heroically.

"KEVIN!" An older man's voice rang out from the other side of the alley. Ben immediately turned invisible and disappeared, leaving Kevin alone. An older man, obviously in his early 40s came out. He had black hair, a balding head and a prominent pot belly. He glared disdainfully at Kevin.

'This must be his stepdad he was talking about.' Ben thought to himself, watching from the shadows.

"What did I tell you about curfew? And what did you do to these poor kids?!" The man spewed spit into Kevin's face with his yelling.

"It wasn't me! I swe-" Kevin defended himself, before he got slapped on the cheek. Ben gasped, hand covering his mouth to stifle the sound. His blood froze, and he tensed in that scared, angry way that only happened when one felt utterly helpless.

"I don't care, young man! Get your ass back to the apartment! I don't even know why your mom didn't listen to me and send you to that military school," Kevin's step father growled, walking away. Kevin meekly followed, trying to hold back tears. Ben sadly watched him go before departing back to the hotel room, cursing to himself: why didn't he do anything?

"So, his dad slapped him?" Ruby demanded, feeling sorry for Kevin. "Now I get why he was acting so- so weird when he brought him up."

"I could've done something, but I was too scared."

"Scared about what, exactly?" Ruby cocked her head a little bit.

"I dunno why, but... Ghostfreak sometimes gets too savage with his 'targets'. Sometimes I don't feel like I'm me when I use him," Ben explained.

"That's pretty freaky, dude."

"I was worried I would've killed him. Sure, he's a bad person, but still...I would've killed him. Would that make me any better?" Ben stared morosely at his hands, his mind at war, and that helpless feeling from before continued to fray his nerves.

"We'll file a complaint with the police, ok?" Ruby reassured him. "We can help him."

Ben felt a small measure of comfort about that.

The next day, Ben went by the arcade by himself, while Ruby and Max went to a police station to explain the situation. Ben decided to indulge by playing one of racing games where it had you put in a makeshift car, and you raced against other computers. He was bad at it, but still, it was enjoyable.

"It was you last night, wasn't it?"

Ben turned around to see Kevin, carefully eying his watch.

"Come again?" Ben nervously played it off.

"You helped me last night, didn't you?" Kevin asked. "As that ghost guy."

"I don't know what you're talking ab-"

"Dude, your faceplate has the same symbol as that guy. Don't lie to me."

Ben paused the game, and turned around. "Ok, fine. It was me. I helped you last night."

"...thanks, man. Never really had anyone do that for me," Kevin said, trying to act all cool. (But gratitude still shone through.)

"No problem. I just help anyone who needs it."

"Including cities full of people?"

"And fishers. Don't forget about those. Oh, and the elderly," Ben added, smiling to himself.

"So...you're all those aliens on the news, right? The fire guy, the rock guy, the dinosaur guy...all of them," Kevin asked, his voice less shocked and steadily growing warmer.

"That's right! I'm all of those guys." Ben smiled, taking pride in his work. "Just...just don't tell anyone, ok?"

"Oh, I won't. As long as you keep secret about something of mine."

"...your dad?"

Kevin's face turned paler than usual. "Y-you saw him?"

"More like I heard him. I just disappeared when he came around the corner," Ben lied. "I didn't see anything else. But don't worry! I'll keep quiet about tha-"

"It's something else, actually," Kevin sighed, before putting his hand against the screen of the arcade game. He clenched the muscles in his hands, and suddenly, the screen started to fizz and crackle, glitching out at random moments, before turning black. Kevin removed his hand and grinned sinisterly as his hands glowed blue, flowing with electricity.

"Woah…" Ben was shocked, as Kevin played with the electricity in his hands, making little sparks with his hand and 'wisps' of electricity. "How'd you do that?"

"I can absorb any form of energy. I'm kinda like a mutant."

"Like the X-Men?"

"Or the Brotherhood of Mutants, yeah," Kevin explained. "My stepdad hates me for these powers. Dickhead's has come at me several times, asking if I wanted a piece of him and getting a little too close for comfort. One day, I'm afraid that he's going to actually hit me, and if I hit back…I'll have to defend myself."

Ben raised an eyebrow. "Why haven't you used it on him?"

"He keeps threatening my mom. If I use it on him, then he uses something on her." Kevin frowned. "That's why I hate him the most."

"I'm sorry to hear that." Ben meant it. Bullies in general were pretty bad, but living with an adult bully was flat out shitty.

"People keep telling me life's gonna improve, but sometimes I want that improvement now." Kevin frowned. "If I had the power, I'd make some changes. I'd get back at everyone who doubted me. Everyone who hurt me. Anyone who got in my way. What keeps you from doing the same thing?" he asked Ben, his dark eyes shiny and unnerving.

Ben noticed how deathly serious Kevin was being right now, and honestly, it was scaring him. It was that same aura Ruby got from Kevin the day before. "I...I think I have to go meet up with my grandpa and Ruby now," Ben nervously said, getting up from the chair. "See you around?" Ben didn't want to end this meeting awkwardly.

"Yeah. See you soon." Kevin smiled as Ben walked out the door to the arcade and back to the hotel.

Ben was still worried, but he figured that with Ruby and Max alerting the police, everything would be fine. I hate to admit it, but sometimes you couldn't solve everything by turning into a super cool alien and punching your way out of the situation, Ben thought as he walked into the police station.

And then he turned pale white as he saw who Ruby and Max were talking to at the desk. The same man from last night, albeit more cleaned up. Ben could see he had a name tag embroidered on his jacket: Harvey. He boredly took notes as Max explained what happened.

"...and that's all we really know for now," Max finished. "Hopefully you can do something about the case, officer."

"We'll try our best, sir," Harvey nodded. "Thank you for filing this report."

"Not a problem." Max smiled, before walking out of the place, but not before noticing Ben's pale complexion. "Ben, what's wrong? You look like you've seen a ghost."

"O-oh, nothing. Just a little tired."

"Officer Hackett said he'll be looking into the case in a while. Hopefully something gets done." Ruby explained, "what about Kevin? Have you seen him around?"

Ben shook his head. "Nope. Didn't show up to the arcade," he lied, "but yeah...really hope he's ok."

But the second the police station was out of site, Ben whirled around to face Grandpa and Ruby. "That was him!" he hissed, face pale and eyes wide with fright.

"What?" Max blinked.

"The officer you were talking to! That was Kevin's stepdad!"

Ruby's eyes widened, and she shared a horrified look with Max. "Oh-oh my god."

And so, despite the rest of the day being filled with fun activities, a thought lingered in the back of their minds: Is Kevin going to be ok? Of course, that thought was quickly forgotten when news suddenly spoke of a subway train going out of control.

"If that thing doesn't stop, it's gonna either derail or crash into something," Max declared, before turning to his grandson. "Ben, if you could?"

"I'm gonna go take care of that real quick," Ben nodded, running into the crowd, already changing into XLR8 and dashing around the city to a random subway gate. Ben rushed through the place, trying to find some break or track switcher...oh god, why did things have to happen lik-

"What are you doing here, hero?" A voice said from the dark. Ben spun around to see Kevin, standing in the dark. His face was obscured by the darkness.

"I could ask you the same," Ben said, moving a bit forward. "It's dangerous to be around here, you gotta ge-"

"Oh, it's dangerous all right. But I don't care! LOOK AT WHAT YOU DID TO ME!" Kevin yelled, as he showed his beaten face. Ben felt this wave of regret wash over him, cursing himself for not saying something earlier. "He did this to me, Tennyson. He heard about everything! And I don't even want to talk about what he did to my mom!"

Ben moved forward a bit. "Kevin, I was only trying to help! Look, we can take you and your mom somewhere safe! Heck, you can stay in our hotel until your step dad pisses off or something! We were just trying to give you some help-!"

"Oh, so you wanna help me?" Kevin frowned. "Give me your watch."

"I...what?"

"You heard me. Listen; you make defending yourself soooo easy. Just presto chango, and you're suddenly a hero that can take on a giant robot. I'm human. I'm sure as hell not gonna take a hit from a full grown adult as well as you can. So just give me your stupid watch, Tennyson! Hand it over, or the passenger train is gonna crash into the money train!"

Ben raised the equivalent of an eyebrow. "How do you know what kind of trains they are?"

Kevin grinned, raised his hands and sparked them up a bit. "Hey, had to get your attention and some money for me and my mom. Now give it up."

Ben dropped Kevin and slowly wheeled himself away. "Dude, do you realize the risks of this? People could die, Kevin! You can't do this!"

"And there's a chance one of them is my dad! Planned this all perfectly, didn't I?" Kevin laughed.

"So you're just gonna casually kill a bunch of people just for the offhand chance one of them might be your bastard of a stepfather?"

"Hey, no pain, no gain!" Kevin said, as he suddenly sent a wisp of electricity at XLR8, but he sped away and snatched Kevin off the ground, and started speeding down the tunnel. "H-hey!"

"Sorry Kev, but you're coming with me," Ben began, "You're gonna show me how you messed with the controls a-" Ben suddenly felt electricity course through his body, as he screamed in pain and fell over on the train tracks, dropping Kevin.

Kevin brushed himself off, before he walked on over to the dazed XLR8. "I'm gonna warn you once, Tennyson. You do not want to get me mad." He plunged his hand at the Omnitrix, and started to attempt to pry the symbol off, but to no avail. "Maybe it just needs another good SHOCK!" Kevin yelled, as he began to charge up some energy and again plunged at the watch…

And suddenly, Ben was human again, and all Kevin felt was pain. An invisible sharp force jabbed it's way into his hand, making him clench it and hold it to his chest. His hand felt like it was burning up, and he couldn't stop crying-

"Make it stop...make it stop!" He screamed, as his hand suddenly caught on fire, and green rocks grew all around his skin, slowly surrounding his face…

And when Ben opened his eyes, he was face to face with a Heatblast. Except not, because there was something wrong with it. This Heatblast was thinner than Ben, and he had green rocks, red flames and a skull like head. The Heatblast looked at his hands.

"Wh-what the fuck happened to me?" The voice sounded like Kevin's, albeit more rough. "What did that weird watch do to me?"

"Hey, you fucked with it! Maybe it's a self defense thing!" Ben crowed.

"Pretty shitty self defense, if you ask me," Kevin clenched his fist, and it ignited. "I'd start running if I were you."

Ben suddenly jumped to his feet and started running down the way, as Kevin threw fireballs at the then defenseless boy. "Come on, Tennyson! Take one for the team!" Kevin taunted as he threw another fireball.

Of course, Kevin wouldn't personally hurt Ben. That was the train's job. Kevin raised an eyebrow when he turned a saw a train's light getting brighter and brighter. "Better get out of here," he thought. Suddenly, the pain returned once more; his rocky body started to slowly break apart, and turn into a more animalistic looking XLR8.

"What the...what the heck did that watch do to me?" Kevin's voice slowly changed from rough to more shrill. "Ah, I'll figure it out later. Right now..."

Kevin bolted down the tunnel, shoving Ben over. "Later, dickhead!" He yelled, as he disappeared from out of sight. Kevin knew exactly what he was going to do with these new fantastical powers. Ben, however, was rushing to even think of a way to avoid his death as the lights became brighter and brighter…

SPLAT! Ben felt himself get splattered against the train's front. Not in a horribly bloody way though, but Ben was certainly sticking to the train as a black and green blob.

"What the-?" Upgrade's head popped up. "How'd I go Upgrade?" Ben wondered to himself, before realizing he still had the train to deal with. His eyes narrowed at the train tracks underneath him, and he suddenly got an idea. "Maybe I can run up these tracks and find the switch more easily!" He let go of the train and onto the tracks; his green body ran all over them in a matter of seconds, and he suddenly had complete control over all the tracks within New York.

"Just gotta locate the odd one out, aaaaand here we go!" Ben suddenly switched the tracks around. They were rapidly heading back to their normal routes (albeit one was traveling much faster). Ben demerged and jumped onto the other train. "Everyone better hold on tight!" He shouted into the train as his body merged with the metal, supercharging its break system to have it park in some subway center. It probably wasn't where it was supposed to be, but who cares, he saved lives. Ben exhaled sharply as he closed his eyes.

"Dear god."

Across the city, Harvey was patrolling the quiet side of East Village. Not much activity was going on today, surprisingly. He thought maybe he should return home to his apartment and apologize to Eva for the way he acted. He'd bullshit some reason about how he was stressed at the moment and didn't need his son ruining his reputation. Maybe then she'd listen to his suggestion about military school.

Suddenly, Harvey's radio lit up. "Requesting dispatch by the quick 24 Hour Collision near Dover Street, reports of supposed alien activity going on in the construction area. May be a kid playing a joke, but still."

Harvey rolled his eyes, as he made his way over to Dover Street. I swear, if that kid happens to be Kevin...Harvey thought, his hands wrapping tightly around the steering wheel.

Harvey arrived at Dover Street a few minutes later, parking in front of the construction sight. "Checking out the place now," he said into his walkie talkie, "will call if I need backup." Harvey quietly walked around the place, his hand ever so casually near his gun holster, just in case. Everything seemed to be in order, he thought.

That order dissolved when something fell from the ceiling. Harvey turned around to see a pocket knife had hit the ground. He picked the thing up, examined it...and quickly scanned the area again. Finally, he heard something; soft murmurs on the ceiling. He looked up to see what looked like older boys, maybe around Kevin's age, hanging in a giant spider's web. They looked scared shitless and relieved to see Harvey. Harvey reached for his walkie talkie, only to find it was suddenly missing.

"Looking for this?" A voice taunted. Harvey looked to the side to see Kevin, looking more confident than earlier today.

"You little bastard," Harvey grit his teeth, and whipped out his gun, "What did you do to these kids? Do I have to beat the shit out of you some more?"

"Hey, hey," Kevin put up his hands, "cut the temper Harv!"

"What the fuck are you playing at? I WANT AN ANSWER!" Harvey's gun was pointed directly at Kevin's forehead.

Kevin looked unfazed. "Alright, fine. I did it."

Harvey lowered his gun.

"Although, I gave them a nicer treatment than what I'm about to give to you," Kevin gave an empty, predatory smile, as his body started to contort and mutate. Massive spider legs broke out of Kevin's skull, and lifted him off the ground. His face became more and more like spider like, even sprouting a black abdomen from his occipital area. Kevin's body became covered in black fur, his fingers became blue and a tail grew from out of his back. Harvey dropped his gun and started to make a run to his car. Kevin shot a web from out his mouth and stuck it onto Harvey's back.

"Gotcha." Kevin quickly webbed his stepfather up, wrapping him in an large cocoon. Harvey could barely breathe in the tight space, nor could he see anything. Kevin picked up his stepfather's cocoon and hissed at it.

"This is for everything you've ever done to hurt me and my mom, you shitty old man," The Spidermonkey's voice was distorted and full of rage. "Now, hold still. I'm gonna have some fun…"

"Kevin, stop!" Ben's voice rang out. Kevin's head snapped over and snarled. There stood the tourists, looking horrified at what Kevin had become.

"You weren't kidding," Ruby commented, "he looks freaky!"

"You again?" Kevin huffed, throwing Harvey aside. "How did you find me?"

"Had the RV tuned to police scanners. Heard mention of the alien activity around here," Max explained. "Now Kevin, I want you listen to me. We're trying to help you! You didn't have to risk all those innocent lives just to get even with your stepdad."

"NOBODY'S INNOCENT!" Kevin yelled, his spider legs digging into the concrete. "They just haven't had the chance to make fun of me yet!"

He turned to Ben, fury in his eyes. "You don't get what it's like to be in my shoes, do you, Tennyson? Imagine coming home to a drunk step father and doormat mother. Your stepfather swears he'll clean up, he won't make her cry anymore, and then he siphons your college funds for more booze and pointless gambling. Your mom wants to leave him, she wants to just put him behind her, but she's too goddamn dependent on him. Her entire emotional 'support' is nothing but a drunken bastard who steals and gives her a 'castle in the sky.'" Kevin sounded more and more pained as he went on.

Kevin pointed a spider leg at Ben. "Do you realise how much I could make right in the world with your powers? No. You go on tour around the country, correcting one mistake in one city, and leaving. I could do better than you—doesn't matter how I get it done. I need to stop the problem. Permanently."

"That's not true! Ben tries to make sure everything's ok in the end!" Ruby interjected.

"Oh, really? Ok then, hero. I'll give you a choice," Kevin picked up Harvey's cocoon. "Either kill him, or kill me."

Ben took a deep breath, and closed his eyes. "You're right, Kevin. I don't get what it's like to be you. I don't even know how to approach this situation. None of us did, to be honest."

Ben slowly reached for the Omnitrix. "But if anything...I know you're going to hate me for this." Ben slapped down the watch, and instantly turned into Echo Echo. He split himself up, and began running around the place. Kevin began chasing after the copies, as they expertly parkoured their way through the construction site.

Ruby frowned as she watched. "Wish I was involved in that fight," she sighed, tone wistful. "It doesn't feel right, leaving it all to Ben."

"You'll get your chance in the future. Right now we have to get these people out of here," Max pointed up to the kids on the ceiling.

"Even Harvey?" Ruby asked disdainfully.

"Believe me, as much as I want to strangle him, he needs saving." Max frowned as he picked up the cocoon.

Ruby nodded and disappeared in a flash of red.

Meanwhile, the Echo Echoes were skillfully jumping through the construction site. Kevin was hot on their trail, destroying everything in his wake. I need to slow him down! Ben thought, as one of his clones turned around. He unleashed a powerful wave of sound...that was suddenly silenced by Kevin's web. The clone fell to the ground, gasping and spluttering for air as it tried to pry the web off of his face. He was suddenly pierced in the gut by one of Kevin's spider legs and vanish into thin air. That horrific scene made the clones run faster.

"You can't run forever, Tennyson!" Kevin yelled, as he fired another web shot. It locked onto the back of one of them, and he swung the clone around like a weapon. One of the little aliens jumped up behind Kevin and shrieked, the sonic waves hitting the back of his head. Kevin screamed like someone hit him with a mallet, and he swung around, sending the clone in his hands to the one still hovering in the air.

The two vanished upon making contact, and Kevin turned his attention to the remaining three. Two of them released a powerful sonic screech that hit him dead center in the chest. He flew back a bit, and dug his legs into the ground to help him stay in place. One of the Echo Echo had more clones jumping out of its body, circling around Kevin while he was distracted.

Disoriented and confused, Kevin began smashing things wildly, hoping that he might just hit Ben and his stupid cloning trick. "This is getting old, Tennyson!"

"Oh-no!" one of the clones cried out. "This-is-finally-over, Kevin!"

And with that, all the clones unleashed a wall of sound so devastating that Kevin screamed in pain, his knees hitting the ground and his ears bleeding profusely.

He lost focus of his form, and fell to the ground, once again human. He groaned, clasping his hands around his bleeding ears and crying softly.

The clones returned to the original, and in a flash of green light Ben stood up. He blinked rapidly, his eyes unusually bright. "I'm sorry, Kevin," he choked out. He screwed up his bottom lip and squeezed his eyes shut, a sob threatening to break out of his chest. But then his grandpa held him and slowly led him away from the scene, and it took all of Ben's strength not to collapse.

"Is being a hero always this tough, Grandpa?" Ben asked, his voice small.

"...it can be," Max said softly, squeezing his grandson's shoulders. "Sometimes, it can be the hardest thing you'll ever have to do."

(In the end, there really wasn't anything Ben could have done for Kevin Levin. He was just too full of anger and hate to listen to reason. Too full of pain and savagery to have the watch. When he explained his feelings to Grandpa Max and Ruby about what happened, his voice a monotone and with a hot mug of tea in hand, it was all he could do not to fling the ceramic cup at the wall. He was angry, so, so angry; at Kevin, his stepdad, the universe for allowing this to happen.

Because Kevin could have been great. He was an honest soul- a broken one, but still honest. There was so much Kevin could have done but would never be able to do.)

(They really could have been friends.)

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(Maybe they still could be, in the future.)

Thank you for reading today's chapter! I'm gonna release five more in the next coming weeks, then take a three week break to work on some other Chapters.