A/N: Hey, I'm planning on rewriting the whole fanfiction. I just been stuck on what to do with this, so I just decided to rewrite the whole thing. Hope you guys can understand! Enjoy reading~!

Bloop!

It was all going so well for Ben Tennyson. At the beginning of the day, he won his soccer game, talked to a girl he remembered that's on the same class as him yet it all went downhill the moment he tried to show his MVP medal to his grandfather.

After the game and talking to Julie who decided to talk to him just as he was about to leave, Ben decided to pay his Grandpa Max a visit. It led Ben learning a few things from just a simple choice to see his grandfather; One that Grandpa Max was not in his R.V, Two that there is some alien looking around the place, Three Ben has to use the Omnitrix again to help a Magister plumber sent here on Earth for an assignment and Four Kevin Levin is back in Bellwood.

And knowing those four lessons didn't promote such an excitement to the omnitrix wielder— if anything Ben dreaded the day.

"You know him?" Magister Labrid asked in a hushed tone as the three of them; Ben, Gwen and Labrid hid far from where they won't be caught but open wide for Ben and the others to watch.

"Kevin Levin," Ben named the guy Labrid was speaking of, his green eyes narrowed in distrust as he watched Kevin talk to the people he's trading with. "— he's got superpowers, He and I fought all the time when we were kids."

Beside him Gwen gave a pitying look, "He ended up trap in the Null Void— kind of like an extra-dimensional jail."

Magister Labrid scoffed as he kept his gaze on the broker-dealers, his tone fully intending to reveal what he thought of Kevin. "Well, he's brokering the deal."

"Why not?" Ben spoke out, not as a question but more of a rhetorical statement as though those were enough to fully explain why Kevin Levin is currently at the premises brokering a deal. "You said it was illegal."

The three continued to watch the dealings before them, in time to see Kevin demonstrate the alien-tech in front of the cloaked men unaware that beside them Magister Labrid's face contorted in rage. "Those technology are higher level weapons! Planet Earth is only level 2!"

"Hey what happened to the whisper?" Ben's brows furrowed, his voice still hushed despite their cover already blown if the dealers weren't so stuck up their toys.

"Oh okay, never mind the whisper—I guess we are gonna bust them now, huh?" Ben turned to glance at Gwen who went to follow Labrid as the Magister walked out their hiding position and marching towards Kevin and his goons.

Magister lifts out his gun, showing his Plumber's badge with the other, his wet pure black eyes glaring daggers towards the illegal doers. Cocking his gun, ready to shoot Labrid said: "Hands above your heads, air breathers."

"-By authority of the Plumbers, you are all busted." Labrid continued to threat while Ben and Gwen stood beside the plumber with a concentrated look in their eyes. Ben and Kevin frowning at each other when their gazes met,

The three men, Kevin was brokering the deal with turned to the three newcomers. Lifting their hands behind their head nearly identical to what the Labrid wants them to do yet the dealers lifted their hands as though pulling off a mask and revealed the same appearance of the alien Ben fought of at his Grandpa Max's R.V

"What now?" Gwen asked Labrid as it turns out there weren't only two, the other workers around them turned out to be the same species, surrounding the three of them.

"Stand off." Magister Labrid said, started firing the DNAliens close to him and Gwen activated her magic to follow his lead, placing her attention towards the Forever Knights that were in along the trading.

The premises filled with grunts and yelling as well as war cries, a few splatters here and there but in the end, Ben Tennyson had finally used the omnitrix and winning the battle as always.

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The redhead that sat on Kevin's passenger seat with a silent bite on her bottom lip as Kevin turns his upper body to glare at Ben Tennyson who sat at the backseat with Magister Labrid. "Don't talk to her like that." Kevin growls as Ben Tennyson leaned forward with his own anger.

"I'll speak to her in anyway that I—" Ben pauses, shaking his head as he realized how he snapped at his own cousin, Ben weakly leans back on the seat. Giving a sigh when he felt his body turn heavy. "You're right... I'm sorry Gwen, I didn't mean to talk to you like that— I'm such a jerk."

Gwen gave Ben an understanding glance. "It's okay Ben. I'm worried about Grandpa Max too."

"It's just that— I wish he was here. He would have known what to do."

Kevin leant back on his seat with a deep sigh, glancing towards the cat who was back to glaring daggers at him. Kevin shook his head and started the car, ignoring Labrid's super encouraging words towards Ben Tennyson. This was going to be a long day for Kevin Levin,

Kevin remained quiet throughout the ride, only letting out some comments just to spite Ben and as always the omnitrix wielder refuses to be the one to lose and barks back. "Subtle— nobody would think to look for Knights in here." Ben said as Kevin stopped the car a bit far from the Forever Knight's headquarters which only looked like a castle.

"You didn't." Kevin huffs, turning off the car and got out with the others following along. "So, how do we get in?" Kevin asked as they saw the metal bridge hung up to cover the gates.

"Gwen?" The redhead nods as Ben turned to her for help, and extended her hand. A blast of pink aura held the edge of the metal bridge and pulled it down with a groan; successfully opening the gates.

"There's no one here." Ben looked around the dark area, walking beside his cousin magician. "You sure this is the right place?"

"There's a hidden door," Kevin nods, while Ben got a glimpse of the dozen, and even more crates in the room. "Keep looking."

Ben made sure to follow Kevin in his gaze, seeing Kevin pocket a golden necklace. The omnitrix wielder frowned at his actions. "Maybe you should have brought a shopping cart."

Kevin remained quiet, keeping a smirk on his face as he took out another jewel and pocketed it. Ben rolled his eyes and stepping away before seeing another open crate not far from where he stood. His intuition told him to leave the crate alone but something beckoned him further, his hero instincts he suppose.

That and when she saw something glowed inside.

"Hey, I wonder what's in here?" Ben stepped closer towards the crate, noticing how the cover hindered him from seeing the inside better so he slides it off, opening the top wider for him to fully see.

and there on the very top, were garbage.

At least for Ben they looked like garbage, he saw old vintage tea cups, plates and saucers, a few hand mirrors and no alien technology or weaponry inside. But then where did that glow came from?

As though on cue, somewhere from the very bottom of the crate glowed like a slow pulsing white light, Ben dug his hand to get it from the very bottom and when he felt something cold reach his touch— it was round, metallic and cold— Ben frowned when he felt a few rough spots around the object, like rust?

Lifting his hand up, he looked at the object he had just acquired. An orb?

With a sigh, Ben looked back at the crate and back again to the orb in his hand. It looked nice, maybe Gwen would like to have it. But why was it glowing?

"Fine, but only this one." Stepping away from the crate, Ben pocketed the object in his jacket right in his chest pocket, unaware of the soft light it pulsed but felt a bit warm from where it was placed.

In his movement to leave though he didn't realize an empty armor stood by and made a loud noise as the steel armor fell on the floor. "Aargh!"

"Aw come on, man! What are you doing?" Kevin frowned when all of the others turned towards Ben's direction. Alert and ready to fight,

Seeing such serious expressions, Ben let out a wince. "Sorry... Guess I'm just a little paranoid."

Kevin frowned at him and went to open his mouth, but it was covered when a growl behind them echoed the empty hallway and Kevin widened his eyes at the sound. Both gaping at each other and when another growl came out of the hallways.

Looking back, they finally realized the reason of the sound and saw a dragon sending a fiery gaze at them. "Nobody move! Hands on your head!" Dozens of Forever Knights surrounded the group, lazer-pointers all directed at them, the very alien technology that Kevin was brokering earlier.

"Make me!" Kevin glared and as a reply, the Forever Knights cocked the lazer-pointers.

The concrete tiles beneath them started to shake before they could fire, lifting itself up and moved towards the Forever Knight's like a wave, sending all of them down but it was soon replaced by other Forever Knights so the pondering over what happened was pushed aside as Kevin stepped forward and covered his arms with concrete when the Knights started to fire.

Gwen swiped her hand, forming a pink shield around them while Magister Labrid took out his gun and fired back towards the Knights, "Whoops." Ben muttered when he heard a growl behind them and turning back, the Dragon was once again present. Destroying the doorway it didn't fit into.

Glowing green surrounded Ben the moment he pushed his Omnitrix down, "Echo! Echo! Echo! Got him!" lunging him-selves towards the Dragon. Trying to stay as it started moving to shake him off,

While Echo Echo dealt with the dragon behind them, Kevin and Labrid bonded over an exploding alien technology— Being thrown in the corner, Echo-echo let out a reverberant noise, "You could warn somebody when you're gonna do that." Kevin frowned, lowering their hands as they all covered to save their ears.

Gwen nodding along next to him. "Seriously. I've got earplugs in my purse."

"Sorry. That's all of them." Ben's voice came out vibrant from the dozen copies, before each disappeared with a green glow and a human Ben finally stood in front of them. His gaze moving to glance at Labrid when he saw him leaking. "Hey, are you okay? There's water leaking out of your suit."

"That's not water." Labrid let out a grunt, Kevin and Gwen managing to catch him when Labrid almost fell on his knees.

"You all right, man? Ben, listen to me. I got a tire-patch kit in the car— Maybe we could—" Labrid shook his fishy head, already knowing it was too late.

"No time for that. There's nothing anyone can do."

"Let us help you." Labrid cut off Ben before he could finish, a weak breath coming out of his lips as the Plumber turned pale.

"If you want to help me, finish the job. You have to find out where the level-5 tech is coming from."

Ben nodded, a grim look plastered on his lips as he does so. "I will."

"That's just the tip of the iceberg, kid. Your grandpa was on the trail of something big— an alien conspiracy with Earth in the middle." Labrid let out a difficult groan, already losing time. "He was working undercover. If you crack this case, maybe you can find Max and save your planet."

"I can't do it without grandpa. I don't know how— " Labrid shook his head, not believing his doubts for one second.

"You... you are Ben Tennyson. You can do anything." And with his last breath, Labrid let out a small encouraging smile. Feeling bad for letting human teenagers to deal with such a pressuring job.

Gwen let out a gasp besides Kevin, leaning towards the man in hopes for comfort. While Ben kept his eyes on Labrid's no longer formed body with grim determination.

"I'm gonna need help." Ben says as he and the others stood to leave the building.

"You know I'm here for you." Gwen places a hand on Ben's shoulder, the two cousins staring at each other with a nod of understanding, yet Ben glanced towards Kevin. "Kevin, there's no money in this..."

Kevin kept his stare clear as they got near his car. "Yeah true. But I'm in."

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"Are you sure this is going to work?" Kevin asks as they got inside the car, Ben taking the back seat, letting Gwen have a try of locating.

"No, I've never done this before. But in theory I should be able to trace the vibrations from this laser lance back to the people who used to own it." Gwen took a breath in and concentrated— finding herself crossed leg, floating above ground.

"I thought I destroyed all those things." Ben's brow furrowed as he stared at the lazer-pointer floating in front of them. Ben narrowed his eyes towards Kevin.

"I kept one as a souvenir. Lucky, huh?"

"Hey, it's working." Gwen called out to them as the lazer-pointer started pointing forward. "Follow me!"

"I'll follow you anywhere." Ben heard Kevin mutter under his breath, "Except there! Come on, Gwen! Paint job!"

"This is it— down that mine shaft." Gwen pointed towards the dark entrance, the lazer-pointer falling down to the ground at the same moment they decided to get out of the car. Oblivious to another round of soft pulses coming from his chest pocket.

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"Big! It's the mother ship." Kevin gushed, seeing the huge sight of it, though the groups of DNAliens were a huge turn off.

Ben shakes his head, peeking in along with Kevin and the others. Only letting their eyes see. "Don't you get it? Grandpa Max has to be in there."

"So how are we getting in?" Kevin beside Ben gave out a smirk, lifting his hand to see the metal mask that they got from a DNAlien form the entrance.

"How's this work again?" Ben frowns, holding the metal mask.

Kevin let out a grin, "Photonic displacement. You can set it to make you look like whatever you want."

Giving out a shrug, Ben grimaces as he placed the mask, successfully turning into a DNAlien. "How do I look?"

"About the same," Kevin remarks, smirking at the sight of Ben.

Ben rolled his one eyes, "Ha. Ha. Ha. Get in." The Tennyson gesturing to the mine cart,

Kevin frowned at the cramped cart. Confused and suspicious, "Why?" when all Ben and Gwen did was stare blankly, Kevin gave a sigh of defeat and went inside the small cart but soon realized that he wasn't going in alone when Gwen asked him to make some space for her.

"Hey, how's it going? What's up?" Just what is he doing?

"I owe you a call." DNAlien Ben pointed towards the passing alien with a calling gesture before taking a turn and pushing a stop. Katherine beside him, coming back in appearance. "End of the line."

"Aah, It's freezing in here." Kevin frowns as he caressed his arms, looking around the mother ship after helping Gwen get out of the cart. " 'I owe you a call' ?"

"Don't be such a baby."

"It is cold, though." Gwen mutters towards Kevin, fully agreeing on the decreased temperatures. "Okay, let me try something." Gwen's eyes glowed pink before it stuttered and stopped. Sending Ben a saddened stare. "I'm sorry, Ben. Grandpa was here... maybe a couple of weeks ago, but he's not here now."

Kevin frowns, not seeing the point of being here now. "So, now what? We just get out of here, right?"

"Wrong." Ben shakes his head, eyes lowered. "When I was little, Grandpa Max taught me to ride my bike. He ran alongside me, holding me up while I pedaled. By the time I realized he had let go, I'd already been riding by myself for a long time. Training wheels off, guys. We're gonna finish the mission." Ben lifts hid gaze off the reminiscing and focused on determination to see this mission done. And felt the atmosphere turn different as he did so, and somewhere deep inside— Gwen and Kevin couldn't help but feel inspired by him.

"Let's look for the Weapons room." Gwen says as they hid by the sides, avoiding any exposure. The three discussed all sorts of plans they could come up with before making their move. Once they got inside, Ben and the others kept an alert eye.

"We would be out of here before they could-"

"You were saying?" Kevin narrowed his gaze towards Ben, and Gwen rolled her eyes at the petty fighting.

"How about we fight them instead of each other?" Gwen suggested, already getting exhausted from their bickering.

DNAliens fill in the room seconds after the alarm rang. Gwen activated her pink plates and started throwing them towards the aliens as well as pulling up a shield to keep them protected.

Kevin took in the skin from a metal nearby and ran ahead to punch some aliens daring to get near while Ben fiddled with his watch before glowing green.

"Humongousaur!" Ben yells out, noticing the sudden height increase and huge built, he let out a smug grin. "Yes! Guess what time it is? It's hero time!" Humongousaur ran ahead as well, smashing and hitting.

"Save some for me. Those creeps cost me a major payday." Kevin yelled out when he noticed Ben getting all the DNAliens. However, a sharp sting glared at him and he turned his head to see a redhead glowering at him. "Also because they're evil, and we're against that."

The fight didn't last long with the help of Humongousaur, "We kicked butt!" Ben cheers as the DNAliens laid around him all unconscious. "But there could be hundreds of these guys in here."

"We destroyed the weapons. Why not just leave?" Gwen couldn't finish her words as a gigantic alien stepped inside the weapon room, almost the same size as Humongousaur.

"What are you creatures doing on my ship?" When none of the four answered him, it let out a menacing growl. "I do not repeat myself to lower life-forms. What are you doing on my ship?"

Ben and Gwen frowned when the alien literally repeated himself while Kevin narrowed his eyes, "Did you just call me a lower life-form?"

"I'm pretty sure he did." Ben steps forward, "And while he may have a point, it's rude to say so."

The High-breed marched forward, glaring daggers at them. "You vermin would dare mock a high-breed commander?!"

Kevin scoffs, picking himself up and clenching his fists. "I'd mock anybody who uses the word 'mock.' "

Running ahead, Kevin leaped to hit the High-breed only to get smacked to the side,
"Kevin!"

Gwen wasn't able to go towards the fallen rogue when the High-breed makes its way towards her next, lifting up a shield to protect her only for it to be easily smashed.

"Aah!"
"Did he hurt you?"
"No."

"Well, I'm gonna hurt him."

Ben stops the High-breed, not bothering to turn his head to glance at Gwen and before Kevin could attack, he spoke. "He's too strong. I'll hold him off. You guys get outside."

"I'm not leaving you to fight that thing by yourself!" Gwen shakes her head but Ben already made up his mind.

"No time to argue. Kevin, get her out of here!"

Kevin without any forewarning, lifted Gwen over his shoulder like a potato sack. "You heard the man."

"Let me go!" Gwen squirmed yet Kevin's hold on her tightened instead of loosening.

"Maggot! You would face me alone?"

"Uh-huh!" Ben nods as he keeps fighting the High-breed as Humongousaur

"You've ruined everything by discovering this location. You've set our plans back months! Inferior scum, I have to move my ship, find a new hiding place, and have to sterilize the area."

"Sterilize?" Ben started to feel wary.

"Destroy all life within five miles of here. No witnesses will live to tell the tale."

Humongousaur's eyes widened, "You can't!"

"I can, and I will."

The High-breed rounded up a punch, but Humongousaur landed a punch on his face.

"Aah! Filth! You've infected me! Get off my ship!" The High-breed and a few DNAliens came out, successfully hitting Humongousaur out of the mothership as it started to fly.

"He's going to destroy the town."

"How?" Kevin and Gwen asked, Humongousaur falling just near them when it happened.

"I don't know, but he's going to do it now unless I stop him."

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Ben remained sitting on the ground for a while, catching up his breath, just processing everything for a minute. Taking note of his wound on his knee, Ben takes out a handkerchief from the inside of his pocket when once again the compact orb hidden in it started to glow. It was no longer pulsing but long lasting, and it kept glowing until Ben took it out.

"Woah..." Now he was sure the object in his hand could somehow be some alien technology. He scoffed at his old self, of course the Forever Knights would make sure every object they have could be a weapon in hand.

The circle object laid flat in his hand, the sides of the orb looked scarred, scratched and a bit rusty. Truly a vintage piece,

"Just what are you?" Ben muttered under his breath as he turned the piece to its different sides in hopes to find something, even a button. When he positioned it back to its original place, Ben rolled his eyes as he realized he could open it.

He was about to reach out when it suddenly glowed again and he heard a familiar voice,

"Hey, are you okay?-" it was cut off quick like a recording, and Ben nearly let go of the object in his hand if he weren't so shock of hearing his voice coming out of it.

"What the-?"

"Ben!" Ben looked up, seeing his cousin and Kevin running towards him, Ben quickly placed back the orb in his pocket. Yeah, at this moment Kevin Levin is with them, but it was only at this moment.

"How'd you find me?" The Omnitrix wielder asked.

"Well we looked for the front end of the big trench you dug with your face." Kevin answers, while the Tennyson cousin worriedly kneeled in front of him.

"You okay?"

Ben nodded, taking Gwen's reaching handkerchief and wrapping it around his wound. "Humongousaur skinned his knee, and it was still skinned when I turned back."

"So what happens now?" Kevin asks as Ben stands up, dismissing what he had just learned about the orb in the back of his head, he has something more serious to deal with. Giving out a sigh,

"We keep looking for Grandpa Max."

"Guess the best way to do that is to solve the case he was working on."

"Easy as pie." Gwen stands next to her cousin with a smile, before it disappeared with a frown. "Anybody know how to make a pie?"

Ben dismisses the meaning of the question, keeping his eyes towards Kevin. The guy watching him with a blank look, curious yet still passive. "Listen. We've had a lot of problems in the past, but I wanted to say thanks." Ben reaches out for a handshake, "We wouldn't have made it without you."

Kevin a made no move to hold his hand and he more so kept staring at his hand like it was a mystery he found in a kitchen dumpster.

"You still won't make it without me." Kevin says, Ben and Gwen glancing at each other at the possible meaning of his words.

"Are you saying you want to help us?"

"I'm saying I made somebody a promise. I'm seeing this through to the end." Kevin shrugs, keeping his hands on his pockets.

"Then you can shake hands, right?" Ben smiles, Gwen placing her hands over his. "Well?"

Gwen turns to stare at Kevin who remained on his stance. "Kevin?"

He was firm on his decision at first, but the sight of the woman imploring him to join made him sigh and give in.