Gwen was positively giddy as she ran about the New Orleans Museum, going up to all the displays with an ecstatic grin.

"And behind this impenetrable glass is the recently discovered, and only known existing copy of, Archamada Book of Spells." Their tour guide droned disinterestedly.

"It contains ancient witchcraft and rituals from the late sixteenth century." The guide and Gwen piped in at the same time, earning an eye roll from the disinterested Ben.

"Maybe you should work here, dear." The guide snarked with a glare, causing Gwen to blush with embarrassment.

Ben glared daggers at the jerk, "Hey." He whispered to Gwen, "Don't let mummy-face get to you, she's probably older than that spellbook." He joked as he stiffened his pose as he crossed his arms like a mummy, earning some giggles from Gwen.

However, just as they came at ease, a sudden feeling of unease swept between them as though a weight had been placed upon them. They fell to the floor. Just barely able to move enough to witness red smoke entering the room before coming together and, in a flash of light, forming into a man, "Something tells me this isn't on the tour." Verdona groaned.

The man was tall and muscular with pale skin and a skull tattoo, along with long black hair. He wore a long red robe, black pointed boots, and blue pants bound by a large black belt with various charms placed across it, lastly, he sported a long wooden bladed staff. "The Archamada Book of Spells... All of its power shall soon be the property of The Archmage!" He cackled as he strode up to the display holding the book. "Fah-Cha-Me-Doof" He chanted as one of the charms began to glow blue, the glass of the display shattering. Levitating the book to his hands, he smiled wickedly.

"Guess that means it's hero time," Gwen grunted as she struggled to reach the watch, just barely being able to move her hand on top of it to push the button and push down the display. Luckily tho that was enough, and she was quickly cloaked in the pink glow, catching the Archmage's attention.

"Who DARES!" Archmage snapped as he readied his staff, only to be zapped by a sudden bolt of lightning.

Amphibian floated above the Archmage, tendrils bursting with energy, "Alright, mad magi, stand down before I have your hair standing up!"

UltraSlammer

Power surging through her tendrils, Ampfbian fired at the Archmage. Archmage responded by slamming his staff into the ground, causing a mystic shield to appear before him. "I know not what form of spirit you are, but no being shall stand in my way!" He spat as he began blasting bolts of magic that Amphibian had to fly around to dodge.

Luckily, with the Archmage's attention stolen by Gwen, the crowd was lifted from the curse. Verdona motioned to the crowd to follow her, "Come on, people, nothing to see here, get, get out, come on!" she cheered, sparing a moment to shoot Gwen a concerned look.

"I don't know who you are, but if you wanted a magic book, I've got some recommendations for you!" Amphibian snarked as she and the Archmage exchanged blows.

"Tempestus Impaetus!" Archmage chanted as Amphibian fired a blast of lightning at him. Another of his charms lit as the lightning began to warp around him, growing bigger and brighter, firing right back at her. She was able to dodge it, but almost immediately after was barraged by a flurry of red crystals being fired at her, several hitting the mark and sending her flying to nearby cabinets. With a wicked smirk, he aimed his staff, ready to finish the job, only to be hit in the head by flying trash cans. Snarling as he snapped his head, he spotted his attackers

Ben and Verdona gulped under the Archmage's glare. "I uh… think we have his attention." Ben half-heartedly chuckled.

"Kind of wish we hadn't."

The two attempted to make a break for it but were quickly backhanded by a telekinetic force as yet another of the Archmage's charms glowed. The Archmage smirked as he watched the two groan on the floor, forgetting the fight for just a moment. And that moment was all Amphibian needed. She wrapped her tendrils around the staff and just as he noticed his folly she sent as much electricity as she could muster through it, shocking him nearly unconscious. In some last-ditch attempt to escape, he tried to push himself up as he reached for his belt, grabbing one of the charms. He held the hand the charm up, only to fall back down, dropping the charm.

"Nice job, hun!" Verdona cheered as the crowd began to file back in, seeing the commotion over.

"Ey, nothing to it!" Amphibian cheered as she grabbed the fallen charm. She was about to fly off but was quickly swarmed by the crowd as they pushed the camera into her face, cheering, thanking, and praising. "Heh Heh," she chuckled awkwardly as she tried to maneuver from the crowd, quickly growing annoyed as she began getting bombarded with camera flashes. Eventually getting too annoyed to stand the crowd, Amphibian opted to dart above the crowd before flying away, bits of the crowd trying to follow in vain, Ben watching from the sidelines unimpressed.


"Look," Ben started as he and Gwen sat at the RV table. "I'm just saying you could humor the crowd. I get we're on a timer, but people look up to you. A few words could go a long way."

Gwen rolled her eyes at the prospect, "Pfft, yeah right, I don't have time for paparazzi, I'll do hero stuff, but who cares if I don't stick around for some photo op."

"It's not just a photo op, it's inspiring people. Being a hero is not just about doing the job, it's about being something." Ben explained, annoyance and frustration growing in his voice.

"Ugh," Gwen groaned, "Why are you getting on my butt anyway? If it's so important to you, why don't you pose for the cameras?"

"In case you haven't noticed, one of us is a kid and the other is a giant monster hero chick. Not exactly garnering the same attention as you."

"We noticed you, dear!" Verdona called from the front.

"...Yeah, thanks, but family doesn't hold the same weight."

"Look, you want to make this a whole show? You get in on the action. I'll gladly let you take a shot, shrimp, and then you can pose and wave for the crowd all day long!" Gwen exclaimed before turning away and pouting.

Ben sighed as he rubbed the back of his head. "Look, I'm sorry. I do appreciate that you've been giving heroism a real try."

Gwen relaxed and gave Ben a gracious smile, "Thanks." Her eyes then lit up as she remembered her find from earlier, "Oh, um, hey, have this." She offered as she handed him the charm she had taken from the Archmage, now with a string attached to it.

"Huh oh, it's one of those things that wizard guy had," Ben said as he took it, feeling an odd pull toward the little thing.

"Yeah, well, I know you've been collecting souvenirs so I guess this can be a new one. I was uh turning it into a charm bracelet, you can wear it if you want." She explained awkwardly, Ben cringing at the word bracelet.

"Heh, uh, bracelets aren't really my-" He bit his tongue as he noticed Verdona level a cautioning glare back at him through the rearview mirror. "I uh mean thanks, I'll give it a shot." He strained a smile as he put it on, feeling an odd sense of warmth as it settled onto his wrist.


The Archmage laid unconscious in an ambulance, handcuffed to the gurney. Until suddenly, a charm on his belt began to shine. "My destiny shall be fulfilled." He breathed as he shot up, his glowing with blue electricity. The paramedics hadn't a moment to react before being blasted into the walls of the ambulance as the back blew open. The Archmage attempted to leave the gurney, but as he lifted the cuffed arm, he found himself unable to break through. He traced his hand across his belt till he came to an empty hole, a scowl forming across his face. A different charm glowed as the cuff glowed red and melted off, allowing The Archmage to take off.


With the fight from earlier settled, Verdona opted to reward the kids with a nice dinner at a seafood restaurant. The kids gorged themselves on crawfish, with a slight skirmish over who got the last settled by Ben's fork snapping after he slammed it onto the table. And now with their meal done, they decided to go for a stroll down the festive streets, laughing and chiding Ben on the fork, which he couldn't help but crack a smile at. "Glad I could make your day, guys." He sighed with a smile, only to notice a nearby ice cream cart.

He beamed at Verdona pleadingly, and after a moment's hesitation, she relented and gave a nod. "Yes! Come on!"

But before they could, they were cut off by a woman's scream as a trio of punks ran their way holding a woman's purse. Verdona leveled a glare at her punks as she took out her own purse and began swinging it menacingly, "That's far enough, sonys!"

One of the teens sneered at the attempt. "Oh, Yeah? Who's gonna make us? You? Nah, but thanks, we'll be taking that purse too."

Ben backed up next to Verdona, shooting a look at Gwen, who nodded as she hid behind the cart. "Heatblast should be able to scare those punks off." Gwen whispered to herself as she readied the Omnitrix. She then slammed down and… nothing? "What! No! Come on, you can't still be out of power!"

Ben noticed his cousin's attempts as she grew more and more frantic. He looked around quickly, trying to spot anything, that is until he noticed a loose rock on the floor, 'It's not much, but it's something.' He reached down, his charm unbeknownst to him beginning to glow, and grabbed the rock, and as the crooks began to approach his grandma, he waited for the right time, then through it with all his might! To his shock, the rock sounded like a pistol firing as it left his hand, hitting the main crook in the head and knocking him several feet away. "Woah." But the others weren't scared off yet and attempted to retaliate. With not much time to think of a plan, Ben yoinked the vendor's ice cream scoops and held them like batons, delivering blow upon blow to the boys before finally knocking them away and out alongside their leader. And the best part? Ben wasn't even tired, he felt more alive than ever. But it was then he noticed the glow upon his wrist, beginning to put two and two together. "Cool!"

However, before he could question it, a mob of people began surrounding him as they began cheering, supporting, and praising what he had done, "You're a hero!" "Well done, young man!" "Excellent showing!" "That was so cool!" He couldn't help but beam so strongly it made his face hurt, this was it, he was finally a hero!

It was then he noticed a nearby costume store, an idea forming in his head, "Hey, what can I say, it's all in a hero's day's work."


The next day Gwen woke up miserably as Verdona snores flooded the RV. Pulling herself to Ben's top bunk, she asked, "Ugh, Ben, you have mega-sized earplugs on you? Ben?" Only he wasn't there. It was then however that she did hear the muffles of what sounded like his voice outside.

Searching out she found her cousin at a basketball court, tossing rocks at bottles so fast they shattered with ease. "Strike! Strike! Strike!" He cheered, only to then receive a pebble to the back of his head.

"Wanna tell me how you just did that noodle arms?" Gwen questioned as she approached, "Not to mention everything from last night?"

"What can I say? I'm charmed." Ben boasted as he held up the bracelet."Every time it glows, it's like I get a boost of energy or something. I haven't even needed to sleep." Gwen looked at him, confused and concerned, but was unable to question further as Verdona stepped out of the RV.

"Morning, huns! Who wants breakfast?" Only for an explosion to erupt in the distance, catching the family's attention.

"Breakfast can wait, I need to stop this guy from ending sunny side up!" Gwen said as she began dialing up an alien, not noticing as Ben slowly snuck away and to the RV, a mischievous smirk on his face.

Ricoshell Transformtion

Veins appear over Gwen's arm as it visibly callous and grows going up her arm to her face

The back of Gwen's shirt lifts up to show an orange growth form on her back as her body bubbles and inflates

as her arms get larger her hair turns into a shell as her skin pales and black marks appear over her eyes and mouth

She then curls into a ball before unfurling into Ricoshell

Gwen looks at her hands with an annoyed grunt, "Ugh, seriously? Fine, I'll make it work!" She then began speeding off to the construction yard, only to be suddenly passed by a green and grey blur.

Shocked at being passed so easily, Ricoshell uncurled to see who it was, The blur skidded to a stop next to a truck that had been crushed by a beam as a worker was still inside. They wore a green hoodie under some sort of chest plate and some strange sci-fi mask. They also wore large white gloves with a comically large sword strapped to their back. But what really caught Gwen's attention was a familiar pair of green cargo pants."Ben?"

Hopping onto the truck, he unsheathed the sword from his back before stabbing it into the truck, using it to cut a hole through which he then pulled the man through. "What the hey!" Ricoshell gasped at the show of strength. But the job wasn't over yet, two men were still left dangling from the top of the construction site. She raced forward but was once again beaten by Ben, who used her as a gosh darn trampoline to bounce halfway up the building before beginning to run up the wall himself. Once at the top, he then grabbed the two men before jumping down off the tower, landing so hard the ground jutted up, yet causing no harm to him or the men.

Ben and the men left the hole he had made, the men shaking Ben's hands eagerly, "Thank you so much kid! "Yeah You're a real lifesaver!"

Ben beamed at the praise, "Hey, it's no big deal, if you need help, you can always call on, THE ULTRA-SLAMMER!" He boasted with a broad smile. "Anywho, I should be going say saf-oof!" He was stopped in his tracks as he bumped into a man with a camera. He tried to turn the other way but was met with more. It soon dawned on him that he was entirely surrounded by paparazzi.

"How did you pull off this amazing rescue?" A woman questioned as a cameraman shoved a camera inches from his face.

"Eh, hehe, y'know, just that cool, I guess." He offered as he began feeling uncomfortable by the invasion of his space. He tried to move away but was stopped as more people with cameras appeared. All the while, Ricoshell looked at the crowded hero with a scowl.


A frustrated Archmage scowled as he walked the streets in search of his lost charm. [This just in!] a tv broadcast caught his attention, [New up and coming hero…] she motioned to a boy in some garish get-up.

[UltraSlammer] he boasted as he hoisted a sword into the air. But as he did so the Archmage noticed something, just barely poking out from the bottom of the glove.


Back in the RV, Gwen fiddled with her computer until her eyes lit with realization. "Hey! I cross-referenced the Archamada Book of Spells with dark magical charms, and it looks like what Ben's got is part of a set called the Charms of Bezel." She explained as she turned her laptop to Ben.

"Oh, man. Those are the charms Mr. Freak at the museum wore when you fought him!" Ben gasped as he read the screen, "Charm of fire, charm of levitation, charm of reincarnation…OH! Hey, it's my charm! Charm of Power? Makes sense, this charm is so strong it made these plastic props as strong as steel."

Gwen nodded, "That's why he wanted the book of spells. But it says all the Charms of Bezel must be used for the spells to be at their full power."

Ben smirked confidently as he leaned back and admired the charm, "Yeah, well. His loss is my gain."

"I'm sorry, sport," Verdona cut in, "but we'll need to turn that charm into the museum."

Ben and Gwen both shot up from their seats, "No way!"

"I haven't been able to use it yet!"

"And I just got it! No way I'm giving it up after only two gigs!"

Gwen sneared, "Oh please, You're just lucky you didn't destroy the site back there. In case you forgot I'm the one and actual that's a superhero!"

"Well, you can make that 'one' a 'two' now!" Ben shot back, "Besides, I thought you didn't like all the attention. I keep the charm, and I can ease your workload, and I'll even take all the attention. Win-win!" Ben barked as he glared at Gwen intensely.

"Oh, please, you just want to be a show off, you don't have the skills to use that charm!" "Gwen snapped as she leaned forward with a scowl.

"So? You don't have the imagination to use the watch." Ben leaned closer.

"Ugh, you're just jealous!"

"Am not!"

"Are too! Times ten!" Gwen shouted as she slammed her fist on the table, bumping the remote and turning the tv on.

[And in the news of the weird, reports are coming in that the city's famed haunted history mansion has come alive, trapping dozens of visitors inside.]

"Grandma!" They barked in unison.

"On it!"


Arriving at the museum, Ben kicked the door open as he jumped out all suited up. "I'll handle this."

Ben raced forward while Gwen followed as she started the Omnitrix, "I'll show him who's the real hero here." Gwen grumbled as she slammed the watch down, transforming into Leapfrog in a flash of pink.

The two made their way in, quickly followed by Verdona. Inside, they found the room in complete disarray, furniture and parts of the floor and walls moving and flying as if alive, as people remained trapped on them. And in the center stood the Archmage himself, "I knew you couldn't resist... UltraSlammer…and…uh associate!"

"Croak!"

"You've cast your last spell, ArchMage!" UltraSlammer boasted as he readied his sword, LeapFrog crouching beside him. Archmage simply smirked at the act as he waved his staff, the charm of resurrection glowing on his belt. The stairs shot to life as they began flying off their hinges, targeting the heroic pair as Verdona tried to find cover.

"If you wanted an audience for your lameo magic show you just had to ask!" Gwen taunted as she used her tongue to whip a vase at Archmage, who blocked it with a magic shield. Ben takes the distraction as an opportunity to deliver a sneak attack, only for the Archmage to smirk; he suddenly moves one of the civilian-boarded platforms to smack Ben out of the way as civilians are sent flying.

Acting fast, Verdona manages to catch one of the flying civilians while LeapFrog uses her tongue to lasso the others, "Hot Hem!" She called as she lowered them to the floor. They tried to make a break for the door, only for them to be slammed shut.

Down but not out, Ben pushes the rubble off of him only to find Archmage floating above him, "Give me my charm, boy!" He bellowed as he began lifting Ben off the floor, the charm of levitation glowing.

Ben struggled in the grip but despite the strain managed a strained grin as he tightened his hold on the sword, "Say PLEASE!" He yelled as he swung his sword, causing a gust of wind strong enough to blow Archmage back and breaking his hold on Ben. Regaining his footing in the air the Archmage shot Ben a glare as Ben began running down a hallway, motioning for the Archmage to chase after. "Want me? Come and get me!"

"I shall not be denied!" Archmage growled as he made chase.

Ben raced through the halls till he eventually came to some sort of old lounge room. He was about to run out the parallel door, only for it to slam shut on him. "Not good." Ben hissed as he looked around frantically. Taking out his sword he sighed, "Sorry to whoever has to clean this up." However, just as he began to swing it he bumped into a podium, a surprisingly sturdy podium. After a quick inspection of the bust on top of the podium, he found a hatch, a big red button lying inside. Pressing it, the wall containing a fireplace opened, revealing a passage to some spooky-looking catacombs.

Archmage makes chase but continues to be outpaced by the spry UltraSlammer, in part thanks to the power charm keeping him energized. Still, it was of little comfort as the mad magician instead resorted to simply sending blasts of fire down the halls, a few narrowly hitting Ben. Taking a chance to look back, he saw the largest blast yet coming his way. He attempted to hit the deck, but it was too late, and he ended up hit by the blast as he was slammed through a wall and into the courtyard. "Ooooh, I'm gonna need the number on that…" Strained from the hit, he was helpless as Archmage lifted his glove and bracelet-bound charm off his hand, discarding the glove as he tore the string from the charm, a crooked grin taking its place. Sapped of energy, Ben fell asleep.


"Ben? BEN!" groggy Ben was barely able to open his eyes as Verdona and Gwen, still as Leapfrog, loomed over him. "You ok, doofus?"

"...I'm….where's that Archmage guy?"

"Over there." Verdona replied as she pointed to Archmage, floating above a graveyard ominously, his eyes glowing white.

"Time to turn this city into an old memory!" Archmage boasted as the book floated in front of him, the charms all lit a glow as he began chanting some unknown spell. A swirling storm began appearing over the town, and lightning and tornadoes began to form as the storm grew larger and larger. The Archmage continued his chant, sparing a moment to glare down at the city as he chanted. But that moment wall that was needed as Leapfrog pounced on him, landing on his head before leaping to his boo,k causing it to fall out of the air. "Sorry, mister magic guy!"

"You dare challenge me?" Archmage growled as he lifted his staff into his air, red smoke projecting from the blade as it was drawn to the gargoyles littered around the area.

Leapfrog backed cautiously, "Croak, Gee talk about putting me between a rock and a hard place." with little choice Leapfrog was forced to discard the book as the gargoyles chased after her, keeping on her tail, She attempted pounce on a few but did little more then get them slimy, until eventually a flyer was able to take her off guard and throw her into a nearby wall.

The Archmage smirked at his work before turning and levitating the book back to him, attempting to retry the incantation, only to be hit in the foot by a pebble.

Looking down, he saw none other than UltraSlammer smirking up at him as he tossed a pebble in his hand, "Hey, charm is great and all, but I've always had a pretty good pitching hand!" He boasted before throwing another stone, hitting the Archmage in the head and knocking him out and onto the ground.

However, even with their master out of commission, the gargoyles continued their assault, several flying right at Ben and Verdona. Verdona just smiled at the attempt as she grabbed a nearby pipe embedded into the cement. "Four!" she cheered as she somehow managed to swing the pipe through the air, slamming into and destroying the gargoyles.

Meanwhile, on the other side of the yard, Leapfrog managed to pull herself from the rubble with a determined glare. Spotting a nearby stone sword, she lassoed it with her tongue. Beckoning the gargoyle that had knocked her into the wall to take its shot, the stone beast charged forward, but in the end was no match as Leapfrog whipped the sword around, smashing through the statue and turning it to rubble along with the sword. Another tried to take her by surprise, but she managed to leap over it with ease. She slipped her tongue around its neck before pulling as the stone cracked until breaking completely.

The Archmage groaned as he came to. He reached for his belt, only for his eyes to go wide as he noticed it missing. UltraSlammer had it, inspecting the charms of HIS belt. He couldn't, he wouldn't stand for it! HE- was suddenly grabbed by a long tongue. "Time for he magician to disappear!" Leapfrog cheered as she lifted Archmage just above an open tomb before dropping him in. The Archmage frantically tried to escape but was sealed in by Verdona as she closed the tomb. BEEP BEEP BEEP BEEP BOOP!

Dusting off her hands, Gwen turned to her cousin, looking at the belt intently. She sets a hand on his back, "I guess now you'll need to destroy those charms for good, huh?"

Ben slowly turns his head towards her, staring her dead in the eyes, "Gwen…PFFT HA! Yeah right!" He bellowed as he devolved into relentless cackling as Gwen looked at him in shock, "I mean, what sort of doofus would destroy these? I mean HELLO, Charm of Resurrection?"


Gwen bitterly glared at Ben at the RV table. Ben's sword and chestplate strewn about the table as he half haphazardly used a hot glue gun to stick the charms onto them, "Two ancient pieces of archaic magic history being glued to Halloween props…" But even as she bemoaned Ben's choice, she couldn't help but sneak a smile.

Ben smirked as he placed the final charm, the charm of resurrection, to the chest plate alongside the charms of power and telepathy, the charms of fire and electricity on the sword. However, as he placed the final charm onto the plate, something miraculous happened. The charms began to glow a brilliant pale blue as the sword and chestplate began to morph themselves. The sword grew larger as both it and the chestplate turned from mere plastic to metal. The charms morphed the areas they had been glued into divots that they sank into, the sword stones in a straight line, and the chest charms in a triangle. As the light died down and the Tennyson trio got a good look at them, Verdona and Gwen gasped as Ben beamed. Ben grabbed the sword, lifting it into the air.

Authors Note:

And there you have it! Ben has truly become a magical girl! And yeah he keeps the charms, he's not the type of person to destoy them in some half hazard attempt to show maturity.

If you couldn't tell, our Archmage is this world's Aggregore, fitting since Hope and Kevin swapped.

I decided to change the Charm of Luck to Charm of Power for two reasons.

I wanted Ben to have a giant anime sword

Drawing luck would be an absolute pain

In any case, I'm really looking forward to the next chapter, it's going to be rather interesting

I anycase, that's all for now, hope you enjoyed, and see you next time!