The alien force part two

Bellwood; New York; November 26th, 2011; 9:01PM.

When Kevin came around, he felt a pounding in his head and chest from where Rath had struck him unconscious during their brawl, reaching up to caress the growing bump over the top of his raven black hair, he quickly realized he was restrained by the wrists as he opened his eyes to peer around at his surroundings. Ben, Gwen, and Magister Labrid were standing around him with folded arms and disappointed expressions, "You guys look like my step-dad after I burned down the house, the third time," he pulled on his wrists finding an odd pair of liquid-energy cuffs that he was already familiar with keeping them together.

Labrid raised his brow as Kevin struggled in his binds, "Don't bother, those are level eight energy cuffs, nothing there for you to absorb," he noted as the two teen heroes had given him a run-down on the Osmosian's abilities while they waited for him to wake up.

He scoffed as he looked around at their silently judgmental expressions, not saying a word for several seconds staring pensively at him, "Is this some sort of intervention?" Kevin chided as Ben took a step or two forwards, looking down at the older teenager sitting in the dirt.

"Try an interrogation, the officer has a few questions for you, I'm sure you're used to hearing that," The wielder of the Omnitrix spat at him and stepped to the side allowing Labrid to kneel down holding one of the discarded laser-lances up so it could be clearly seen as he unlatched the glowing ammunition core in the handle, "I suggest you answer honestly."

Labrid pulled out the core and held it up to Kevin, "Alright, spill… these blasters run on ether point energy cells, a technology far too advanced and dangerous for humans," he popped the cylinder shaped core back into the rifle for the sake of safety, "They shouldn't even be on this planet," he added for emphasis, waiting for a reply.

Kevin feigned ignorance, shrugging his shoulders with a half-smile, "Who knew? How is any of that my problem?" he rolled his eyes looking back up at Ben and Gwen.

"Because while I was kicking your butt, the Forever Knights got away with a whole crate full of them," Ben noted prompting Kevin to turn his head looking out at the spot in the yard where their truck had pulled in, the toppled sixteen-wheeler Fourarms had taken down was still lying in the dirt immobilized but, the Knight's he had contacted made off with the product and the cash, "You brokered the deal, you're gonna help us find it," he finished.

Kevin raised his brow, looking over at Gwen who only stared at him in disgust silently before turning back to the alien Plumber with folded arms, "What's your rank, guy?" he asked Labrid who tilted his head within his helmet.

"Magister, why?"

Kevin smiled confidently closing his eyes, getting to his feet, and standing upright, "Perfect, here's the deal… I don't have to say a word, you already caught me so you gotta escort me to the Null Void, right to remain silent and all that," Labrid's eyes went a bit wide not realizing the delinquent would know so much about interstellar law, "Though, if I weren't under arrest, I would happily escort you to those deadbeats who made off with my cut of the cash before going on my marry way." He made two legs with his fingers and walked them down an invisible road in front of them for emphasis, even though his wrists were still shackled, they got the point.

"No way," Ben denied with a frown, keeping his arms folded, "You really think we're gonna let you go out so you can keep selling weapons and killing villains?" while he had a good point, there was still the serious problem of even the Danger Alert's sensors being unable to detect any remaining Forever Knights in New York… until Kevin contacted them tonight.

Kevin took a step forward, though he was taller than Ben he wasn't very intimidating with his wrists bound after the beating he gave him, "Hey, I was only doing this to get some dough to get back on my feet after I escaped the last prison you threw me in!" he shouted as Labrid stepped between them, putting hands on either of their chests to separate them.

"And whose fault do you think that is, doofus?" Ben shouted in return.

"We don't have time to argue about this, the Forever Knights will relocate to another facility unless we catch them tonight," The Plumber spoke mainly to Ben but turned and looked into Kevin's eyes, shaking his head, "Fine, If you lead us to the Knights I'll consider us square, but so help me if I ever catch you dealing alien technology again, I'll check you into Incarcecon myself."

"Deal," Kevin agreed holding his wrists out.

"What!?" Ben shouted contesting the decision even as Labrid pulled a blue laser-pointer from his belt, pointing it and pressing down emitting a blue beam that slowly deactivated his cuffs. He turned around to face Gwendolyn who only stood passively, observing, and listening to the argument, "Why aren't you saying anything?" He said a bit more calmly to her.

She sighed and shook her head, looking up into his eyes and realizing just how much taller he'd gotten recently, "Because I know you won't like what I have to say, mostly," she placed a warm hand on his shoulder, comforting him from the dropping temperatures as it slowly drifted up to his cheek, "He can lead us to an entire stockpile of those weapons, and all he's asking is that we don't arrest him tonight…"

"But-"

Gwen glanced back over at the criminal waiting for their consensus, "It's Kevin Eleven, do you really think he's going to be able to resist causing trouble somewhere in the near future?" he narrowed his eyes with a furrowed brow at the sound of her comment.

"Hey! I resent that," He pointed at them though, they didn't acknowledge him or his comment. Kevin didn't exactly enjoy being ridiculed by such a beautiful girl, he imagined their was a world where he would be interested in her but, she just wasn't his type… she could never understand why he is the way he is, neither of them could.

Gwendolyn continued to Ben, "You'll catch him again, and I'll be there to help," Flashing him a warm smile, he was about to cave at the sight of her famous pouty face, looking into his eyes with gleaming pupils reflecting the moonlight above, and a raised lower lip slightly quivering, "Please?" she begged.

Ben sighed and looked away, rolling his eyes with an exasperated groan, "Fine! You don't have to make that face," he noted with a vibrant red blush creeping up his cheeks.

"Very romantic," Kevin scoffed, rubbing his wrists now free of their binds, "But, I want to get to sleep in my bed sometime tonight, so we should get going." He knew phrasing it that way would anger the Tennyson boy, having been getting on his nerves for over half a decade now, he was quite good at it.

…

After piling into Kevin's brand new black Dodge Challenger, they all left the train yard after Labrid called in Plumber support to clean up the mess and detain the left over unconscious goons; they realized quickly that the DNAliens that had been knocked out were all gone, likely teleporting away using a transmat beam like the last one they fought outside of the Rustbucket. "I still think I should drive," the Magister announced again from the back seat since the legend opted to sit in the passenger seat ensuring Kevin wouldn't make any move to betray them.

Kevin didn't take his eyes off the road, keeping his hands on the wheel at ten and two, "Nobody drives the car but me, period," he left no room for argument as Gwendolyn finally spoke up from the back seat to change the subject.

"Enough, tell us about the aliens," She asked the Plumber next to her who turned his attention to her, ignoring the Osmosian's stubborn attitude.

Labrid shook his head, "I don't know anything about the ones we fought tonight, I've never seen that species before…" he noted as even in all of his years on the beat and as a detective, he had never seen anything like them.

"They aren't a species of alien, not sentient ones anyways," Ben explained as Labrid and Gwendolyn noticed his eyes begun glowing bright green, illuminating the inside of the car in emerald light that represented his connection to the weapon on his wrist, "The Omnitrix has every sentient DNA sample in the Universe stored within it, over one million different kinds, and these creatures share sixty percent of their genetic code with a species known as the Atasians."

Labrid shook his head still, shrugging at him, "Never heard of them, does that watch tell you anything useful about them? Weaknesses? Habitual tendencies?"

His eyes returned to normal, blinking once or twice before returning his attention to the Plumber, "This watch doesn't even tell me the time…" he looked down at the glowing hourglass symbol on his wrist, while the dial never changed, the black and white wristband bonded to his skin only grew over the years, all but encompassing his entire forearm, "All it knows is that the species is strong, and what we fought is only the result of a portion of their power being distributed."

Kevin raised his brow, "Distributed where? To people?"

"It doesn't say…"

Gwendolyn suddenly remembered something from their last encounter with the Forever Knights before the incident in Santa Mira, "Ben," she spoke up leaning forward to talk to him as he turned around to meet her gaze, "Do you remember what Grandpa Max said to us before we fought the Knights outside of the Rustbucket all those years ago?"

"Huh?" he asked scratching his head.

She glanced away with a pensive stare, looking back to recall events as clearly as possible, "He said they had a new weapon, the Xeno somethings… He called them parasites that take over peoples minds, told us to avoid them," Gwendolyn tapped her chin for a second as Ben leaned forward, watching her think for several moments, before opening her eyes and snapping her fingers, "He called them Xenocites!"

"So, what? They infect people and take over their bodies?" Kevin asked with his widened eyes still on the road facing the highway, "Like in that one movie, 'Brain Suckers from Outer Space?' I'm not gettin' my brain sucked out by a parasite," he insisted with a frown, "Specially not for you, Tennyson."

Gwen folded her arms over her chest and raised a brow with a coy smile, "Is the big bad Kevin Eleven afraid of horror movies?"

"No," He deadpanned, glancing over his shoulder to her with a frown, "I get afraid when they become real and start taking over my business associates."

"You still sleep with a night-light, Kevin?" Ben chided giving rise to a giggle from Gwendolyn who only looked back at Kevin and covered her laugh with her hand.

"You want a beating, Tennyson?!" He shouted at the hero, pointing at him with an aggravated tone, "I'm not gonna sit here while you make fun of me."

"Sure thing, who won our last fight again?"

Gwen couldn't help but defend him, spite knowing that they were both being immature, "Grow up, Kevin, it was just a joke," She scolded leaning forward from the backseat again, "And don't threaten him!"

The Osmosian scoffed with a smile, turning back to face the road with a calmer expression, "Give me a break, of course you'll take his side, you're screwing him." Kevin was delighted at the sound of their mutual gasps, prompting Ben to slap his hand on the leather upholstered center console.

"That's it! Let's go, you and me, round two!" Ben shouted holding up his Omnitrix bearing wrist.

Labrid sighed and finally decided to speak up, realizing quickly that no matter how powerful they were or what they accomplished, he was still dealing with young teenagers, "Knock it off you three! I don't think you at all understand the serious danger these two organizations present to the human race!" he continued as Ben lowered his arm sitting back and Kevin turned back to face the road, "It's clear that if these parasites spread it could mean the extinction of your species, and if the Forever Knights get away with this technology, they could kill hundreds if not thousands of people including themselves."

"Alright, so lets start small," Ben noted looking through the review mirror back at Gwen, having quoted her he noticed that she heard what he said, looking back to him through the same mirror, "What do you know about the weapons?" he asked the Plumber who was happy to finally hear them taking things seriously.

Labrid answered to the best of his ability, "There's been a lot of alien activity on Earth lately, don't know why. Your Granddad thought maybe the weapons deal would lead us to who's causing all the interest, now he's missing."

"I don't know anything about these aliens, tonight's the first time I ever saw them, but I do know where the Forever Knights have been hiding from the likes of the Government and you two," Kevin referred to the duo's nightly vigilante activities, he turned off the highway down an exit that led to a long road with tall trees on either side of the asphalt, "And if they think they can rip me off, they definitely have another thing comin."

Gwendolyn scoffed with folded arms, "We're overjoyed that your motivations are so pure, Kevin." He elected to ignore her as they sat in silence for a few more minutes before they arrived in the gated driveway of a massive stone castle sitting on the outskirts of Bellwood.

Pulling up to the large rustic wooden front doors, Kevin strolled first into the darkened building, Gwen followed close behind clapping her hands together allowing her eyes to be flooded with blue mystical energy shrouding both hands in her aura, "Illuminatus!" with that word she opened her hands forming an orb of magic in front of her allowing her to guide it above them with her right hand as it floated up giving them light.

Ben's pupils expanded,. the iris being engulfed in emerald light giving him sight into the darkness, he peered around at the empty corridor that led to a massive open hall; Kevin's first instinct was to make his way in, finding a display filled with jewels, necklaces, and golden medieval artifacts. He immediately pulled the case off with a self-absorbed smile, the golden accessories glittered in the blue energy emanating from the orb above, "Maybe you should have brought a shopping cart," Ben suggested with folded arms and a disapproving glare, it wasn't as though stealing from the Knight's was necessarily wrong but, it was still pretty unprofessional of him.

"What? They owe me for splitting with my cut."

He scoffed, "The one from the illegal weapons deal?"

Labrid stepped in between them before turning back around to face Gwendolyn and subsequently Ben and Kevin as well, "We should spread out and search the facility, there has to be some clue as to where they were transporting those weapons to here somewhere," before he could turn around, a massive reptilian eye-lid opened up directly behind him, blinking once as its veiny yellow iris focused in on the suited Plumber.

Gwendolyn's fists immediately went up into a fighting stance, lighting up with a powerful aura again, as even Kevin and Ben took a step back, "What?" Labrid asked slowly turning around as the head of the giant beast lifted up revealing itself to be a thirty-foot-tall dragon with a scaley body and expansive wings that took up the entire hall they stood in. He turned around finally backing away with them as he scanned upwards noticing the giant creature that must have been asleep until they arrived, "Oh…" he pulled his blaster from its holster slowly holding it at his side.

It let out an abrasive roar that echoed through the castle, shaking the foundation as it lunged its elongated jaw downwards in an attempt to scoop them into its mouth with an animalistic shriek. Ben jumped and tackled Gwendolyn out of the way as quickly as he could, landing on top of her as rubble flew overhead. He placed his palms flat on either side of her pushing himself up, "You okay?" he asked with a brightened smile.

Labrid opened fire on the beast as it plunged its face into the stone floors, being stuck for a second or two before forcefully yanking itself free, "Could be better, you ready?" she asked.

"Yea, just let me get my game face on, cover me," Ben waited for her to nod up at him as he quickly got to his feet and sprinted off in the opposite direction, passing Kevin as he touched the ground and absorbed the stone material to armor up his entire body.

Gwendolyn's eyes flashed bright blue again as she charged and focused her aura forming a concentrated center of orange energy between her palms, "Vehemens Trabem!" simultaneously her Electro and Pyrokinesis Charms lit up with a yellow light, allowing her to fire a beam of crimson heat imbued with cackling blue lightning around it. The energy struck the massive dragon in the jaw, forcing it back as it slowly moved its claw to block the attack from its face, giving out a frustrated roar in response.

Labrid kept firing though it didn't visibly do much, the bolts from his blaster simply bounced off its skin, turning around though he noticed Ben was twisting through silhouettes on the faceplate of his Omnitrix, finding one that he felt was appropriate to try for the first time. He slapped the watch as the DNA alteration was a totally unique one even compared to his dozens of other transformations. His entire physical body was dematerialized and transmutated into pure sound, layering his essence with a silicon body to contain him, standing at three and a half feet tall in a full white body suit, the only distinguishing features were his wide mouth and bright emerald eyes. The white Omnitrix symbol was emblazoned on his forehead with a single black stripe running down his suit, wires connected from a small pack on his back to headphone-like devices over the ears of his suit.

The giant dragon reeled back after being hit with yet another combined blast of mystic fire and electricity, Gwen's aura was surrounding her as she floated fifteen feet off the ground with her telekinesis, flying and weaving through the beast's clawed swings to get different vantage points for her attacks. Though finally, it snapped in frustration, unhinging its jaw, and unleashing a massive wave of fire, engulfing the flying mage entirely sending her tumbling down in a plume of smoke. Once it cleared, Gwen's bubble of blue energy protecting her was visible as she landed on the ground, drops of sweat trickled down her brow; Kevin took this opportunity to sprint passed Labrid, jumping into the air in an attempt to blindside it only, failing as the reptilian creature turned to the side swinging its tail and knocking the Osmosian away. He hit the wall cracking his stone armor on impact.

Ben approached in his new form, speaking for the first time in an autotuned voice that sounded like an electronic filter, "Cover… your… ears!" He announced as loudly as he could to the group of heroes while he walked passed Labrid and clutched his hands, emitting a quick flash of emerald light that sprouted a double of himself, identical in everyway as though he had created a perfect clone in an instant. He wasn't done though, as the two clones clutched their hands doubling their numbers into four, and then repeating the process into eight, "I figure… I'd call this one… EchoEcho… let me… show you… why!" they spoke one by one as all the clones seemed to share one mind unlike Ditto, scattering from their group as a heavy reptilian tail slammed into the floor where they stood, running in all different directions briefly confusing the dragon as it attempted to step on them, cracking the stone with its weight.

Gwendolyn and Kevin plugged their ears as best they could leaving Labrid to get as far behind the alien dubbed 'EchoEcho' as he could manage; it wasn't until they had formed a circle of identical aliens surrounding the dragon that they announced their attack simultaneously producing an echo, "Wall of Sound!" each one of the clones opened their jaws and released an intense frequency of sound in unison bombarding the creature from all directions.

Gwendolyn closed her eyes, feeling the pressure from the sound in her teeth and every bone of her body, it didn't necessarily hurt at first but, then again it was just the reverberations from his initial attack; the dragon itself came apart at the seams, unsurprisingly it turned out to be a massive man-made cybernetic abomination, screeching as the soundwaves intensified, completely short circuiting it. Kevin was lucky that he was armored up, seeing as how the sound only got more intense the longer the attack persisted, he noticed that Gwen was struggling to keep herself balanced and Ben was too busy trying to bring down the dragon to notice.

She almost collapsed to her knees, feeling them buckle as a tight hand wrapped itself around her lower-waist, a rock-hard grip that felt cold as it grabbed hold of her keeping her standing up-right. EchoEcho didn't stop his attack until he saw the robotic bust of the dragon's head topple off its shoulders, sending sparks across the stone hall as he finally ceased the soundwaves.

Gwendolyn held her aching head for only a second or two, letting her eyes flutter open as Kevin was still holding her close, focusing on the destroyed enemy, it surprised her at first because it was something completely selfless that gained him nothing, yet he was here protecting her from the falling debris of the collapsing mechanical menace anyways. Once the last pieces had all fallen to the floor kicking up layers of dust and dirt into the air, Gwendolyn had regained her senses, pushing away from his broadened chest he had pulled her into.

"You can let me go now!" She announced with a bit of aggravation, furrowing her brow as he complied and released his grip, distancing herself from him like he was ill, "I didn't need your help," she finished.

"Coulda fooled me," Kevin spat at her ungrateful attitude, turning to face EchoEcho who all melded back into a single silicon alien lifeform before turning to face them, looking up into their eyes.

"You… guys… okay?"

Gwendolyn glanced down at him before averting her gaze, "We're fine but, a little warning next time?" she dug her pinky into her ear as though she was sure there was something clogging it, possibly dry blood.

Kevin folded his arms over his chest, walking passed them to kneel over the remains of the robotic dragon, analyzing it, "This isn't alien tech, it's good old fashioned Earth engineering… at least a few years old from the looks of it," Labrid approached to stand next to him, he was about to holster his blaster when a beam of crimson shot out from the shadows, striking him in the back of his armor knocking him face first into the ground, almost cracking his helmet on the floor. Kevin quickly jumped in front of him, taking several of the energy shots to his stone armored back, even though small chunks were taken out of his body, it was able to reform seconds later.

The Forever Knights were clad in their steel armor with odd energy enhancements, ones that were clearly too advanced for them, wielding the laser lances they had stolen; it could be a faction he'd never seen before but, Ben didn't have the time to consider it that carefully. Gwendolyn summoned a turquoise energy platform to shield the injured Labrid and Kevin, allowing the latter to stand up, "You watch the Plumber, I got this," he rounded the corner of her shield, forming his two fists into sledgehammers made of stone, using them to block a two second beam from one of their laser-lances as he charged in, back handing one of them into a wall.

EchoEcho didn't waste any time before slapping the Omnitrix dial on his chest as an explosion of light replaced his body with a giant misshapen blob colored all black with emerald circuitry layered across its body. Upgrade allowed a few beams of energy to fly through his body and didn't hesitate to counter an incoming laser-lance blast with a bright green energy beam of his own from the circular symbol that represented his face. Their weapon was quickly overpowered by the Galvanic Mechamorph's energy discharge, hitting one of the Knight's in the chest, sending them flying into the same stone wall that Kevin had knocked his opponent against.

"Hold!" a distinguished voice shouted even though the Knight's had all but surrounded them, Kevin was the only one who kept his opponent clutched by the throat lifted off his feet. He did eventually drop the man when three other knights appeared from the shadows aiming their laser-lances for a headshot at point blank range.

"Gah," he growled tossing the man onto his armored back, clattering as he fell.

Gwendolyn turned her head finding at least seven knights prepared to fire at her any given moment, and she knew her shields couldn't stop them all at once; with two larger, more threatening knights at his side, an old decrepit man at least over a hundred years old strutted slowly into the hall using a sheathed sword as a cane, stroking a long grey beard running down from his chin. His personal rooks seemed to be equipped with larger, far more powerful lance-like weaponry, easily more advanced than the laser-lances the Knight's wielded.

"Ben Tennyson, I suppose I should thank you for wiping out that traitorous zealot, Driscol and his band of Forever King followers," the man's voice was quite raspy though, it didn't seem to bother him while he looked them over nonchalantly. "It is about time we met face to face…"

Upgrade's face was a single circle with no emotion, hard to read even for someone as old as him, a stoic expression that seemed more confused than interested, "Who are you?" his automated filtered voice spoke up finally after over a minute of staring.

The elderly man closed his eyes, "Over the ages I have gone by many names, perhaps you have heard the old tale of King George and the Dragon?" his eyes opened again with a coy smile.

Gwendolyn was far too familiar with the story and immediately had something to say, lowering her energy shields and keeping her peripheral on the surrounding enemies, "That's impossible, that would make you over seventeen-hundred years old…"

Upgrade slapped the watch before it timed out on him, transforming in a flash of light and reappearing in his human form, scratching the top of his head through his emerald snow cap, "I am the founder of the order, the first Forever Knight, my life is bound to that of my blade," George referred to the sheathed weapon he leaned on, "So long as it remains, so shall I."

Having done a project on the societal culture of the dark ages last year, she knew more about the legend than she cared to admit, prompting her to ask, "So, you're telling us that you're using the Holy Sword Excaliber as a walker right now?" Gwendolyn folded her arms over her chest, raising a brow in contentious disbelief, "No way."

"How many of those medieval books you got your nose in?" Kevin commented with a scoff, receiving an exhausted glare from her as she retorted.

Gwendolyn frowned at him, "Hush…"

Ben only gave an endearing stare at her with lowered eyelids, "Hey, she can't help it if she's a reader," she noticed his smooth compliment and tried her best not blush in front of their enemies.

George looked down at his weapon solemnly, as if remembering many good times, many battles won in the name of his order's glory, a simpler time for him, "Like me it goes by many names, in my first life it went by the name of Ascalon; I should ask you what your business is here with my Knight's?"

Kevin stepped forward with an impatient tone, cracking his stone knuckles in an attempt to intimidate, "If you're the one true king and all, I'm sure you can pay me back every dime I was owed-" it wasn't until he was almost done with his threat that he noticed Ben's daggers staring into the back of his head, "-And answer some of their questions too, I was working up to that."

Labrid stepped forward holding the injury on his back as he groaned, holding out his badge with his free hand, "I'm a Magister of the Plumbers… and I witnessed these illegal weapons being traded," he referred to the lance's currently being aimed at him, "Ben Tennyson… is assisting me in retrieving them."

George returned his hand to running his fingers through his beard, "You witnessed it, you say? Very well," he raised his hand and made a fist, signaling his followers somehow to stand down, as each of them lowered their blasters finally, "Knights! Withdraw! Leave your weapons," with his word they all tossed their brand-new laser-lances to the cold stone floors, not hesitating to leave themselves vulnerable at his command.

"Why are you cooperating? Not that I'm complaining," Ben asked folding his arms suspiciously, scanning the area as the Knights stepped back and away from them slowly.

"You stopped the would-be usurper from taking my throne, for that I was indebted to you, this shall make us even."

Kevin sighed, "Does that mean I'm not getting paid?"

Ben ignored him, speaking up to ask one last question before they concluded their business, "One last thing, your organization was forced out of New York… I want to know by who."

George suddenly grew a serious expression, looking down as a shadow was cast over his eyes hiding his shameful expression, "This infestation of our ranks is what spurred me from my peaceful retirement in recent years; I have only ever encountered one of the creatures controlling the parasites, and I failed to slay it before it could escape."

Ben stepped forward as his eyes lit up with a bio-luminescent green glow along with the Omnitrix's dial flashing with an emerald light, "Do you have a name?"

George nodded solemnly, "They refer to their superiors only as the Highbreed, I know not where they lay their vile eggs, however; I can ensure you that they were attempting to sell these weapon to us for no honorable purpose." He looked back up into Ben's eyes and continued, "If your mission is to stop the traffic of this weaponry, your journey does not end here."

"Of course not, that would be too easy," Gwendolyn chided from behind.

"Farewell, Ben Tennyson, I doubt this shall be the last we meet," George turned around, walking back into the darkness and quickly enough vanishing into the halls with his armed rook escort, very obviously expecting them to let themselves out of his castle; his Knight's followed without hesitation, leaving their discarded rifles, and returning to the shadows.

Gwen took a few steps until she was standing next to Ben, looking out around them at the weapons lying across the floor at their feet, "You aren't going to go after them?" she asked.

"They were nice enough to give up the weapons without a fight and we have bigger fish to fry," Ben narrowed his eyes and ran a hand through his hair, removing the emerald cap first simply to feel the cool air over his head, "Let's gather these up and-"

"Urgh," Labrid collapsed to one knee, holding the side of his suit in a fatigued pain, "I-I can still-" before he finished he fell completely, collapsing to his back as Ben, Gwen, and Kevin all rushed to either side of him. He pulled his gloved hand out from the side of his suit where he noticed a thick acidic blue liquid starting to eat through material over his palm.

"I have a tire-patch kit in the car, I can grab it and keep the leak from getting any worse," Kevin jabbed his thumb back at his car parked outside but, Labrid shook his head within his helmet even as his skin began welting, as though his very essence was being drained.

"It's t-too late for that now, son," He turned over with a louder groan, grabbing Ben by the collar of his white and emerald hoodie, smearing some of his blue blood over it, "Find out where the level five tech is coming from…" he choked and coughed on his own blood before he could finish.

Ben nodded as he realized this was the Plumber's last dying request, "I will," he responded prompting Labrid to grab his hand, letting go of his jacket, and placing his badge into his open palm bestowing him with an official Plumber's badge.

"That's only the tip of the iceberg, kid; your Grandfather was onto something huge, an alien conspiracy with Earth caught in the middle," he choked again, this time his face sunk in as his eyes began to wither away as well, "He was working undercover, maybe if you crack this case… you can find him and put and save your planet."

Ben felt the pressure of the responsibility he was passing down already, noticing how Gwendolyn covered her mouth in shock watching the Plumber die right before their eyes, "I don't even know where to begin… I don't know if I can…" he responded with an anxious averted gaze.

"Listen to me," Labrid said through strained breaths, "You are the wielder of the Omnitrix, the legendary Ben Tennyson… you… can do… anything…" he was barely able to cough up the last few words before his entire body dissipated into a heap luckily hiding the sight and smell of his rapid decomposition within his suit.

Gwendolyn gasped as the hunk of glass hit the ground finally, an empty suit strewn across the stone floor, closing her eyes and falling into Ben's shoulder, he wrapped a single arm over her shoulder to comfort her, at a complete loss for words.

"So, what now Tennyson?"

Gwen was prompted to look up at Ben from his shoulder when he didn't respond to Kevin, raising one of her hands to place on his, caressing it slowly as it was still placed on her shoulder around draped over her neck. "Ben?"

His eyes only simmered with emotions she could feel flooding him from every direction, he was discovering so much tonight about his grandfather, himself, and all while he should be having Thanksgiving dinner, it was no surprise that he was still in shock. There were typhoons of anger, regret, and sadness shredding through him like a whirlpool and she could sense it all even as he kept it completely hidden, he'd gotten good at that. He glanced back down at the badge in his hand, identical to the hourglass symbol on his Omnitrix only it was a consistent bright emerald shade unlike the white dial that only glowed on his command.

"I'm going to finish this, one way or another, I just need to track the DNAliens down somehow…" Ben finally spoke up catching both Kevin and Gwen's attention as they looked up into his obviously emotional eyes, "I could use some help."

Gwendolyn backed away as she regained her composure, wiping a stray tear from her eye quickly, "You know you don't even have to ask, right?" she said with a smile, reassuring him of her choice to stay by his side.

Reluctantly, Ben turned his head to Kevin who was still knelt down looking over Labrid's suit and cracked helmet, narrowing his eyes down at it, "Kevin, I know there isn't any money in it for you but…?"

The older teen sighed, standing up and shoving his hands into his pockets, "My deal got ruined, my car door has a ding in it, I'm not gettin' paid, and now I find out there's some alien parasites trying to take over Earth?" they only blinked at him in response as he punched the palm of his opposing hand, cracking his knuckles as he did so, "I'll help you take them down for free."

"How noble," Gwen gave him a coy smile in response as Ben looked back down once again to the Plumber badge, feeling a sense of responsibility falling over him with more importance than going hero, finding his Grandfather, or even stopping the Knights. The entire planet was in danger again, and it would take nothing less than his absolute best effort to defeat these Highbreed.

…

After Gwendolyn used her Electrokinesis Charm of Bezel to fry the circuitry within the entire stock-pile of illegal level five weaponry aside from one single laser-lance; making their way back to Kevin's car, they drove back up to the highway and stopped in the middle of the road.

"Are you sure about this?" Ben asked as his girlfriend stepped out of the back seat and rounded the car, standing in its path.

She shrugged back at him, using telekinesis to levitate herself into a sitting position and holding the enemy blaster she kept in the air above her palms, "Not really, I've never done something like this before but, in theory I should be able to trace the vibrational frequency of this laser lance back to the people who used to own it," her pupils illuminated bright blue with metaphysical energy trailing up of her eyes like smoke, "Industria Vestigium," she whispered as the weapon begun rapidly spinning in place, before stopping acutely at an angle that pointed in the direction they needed to go in.

As she started floating forwards, following the direction of the lance as it pulled ahead of her, Kevin released the brake and rolled forwards slowly, picking up the pace as she folded her legs while levitating to follow more comfortably. He couldn't help but stare at the backside of the ginger-headed girl floating ahead of them, he tried his best to ignore it knowing well exactly who she was interested, "We're heading away from the city, are you sure she's got us goin in the right direction?" he asked.

Ben turned and raised a brow, glancing back at her through the windshield, "I trust her instincts; besides, it only makes sense for them to set up shop somewhere out of sight."

"Good point," Kevin answered, continuing to follow the mage for dozens of miles.

…

Los Soloedad; New York; November 26th, 2011; 10:30PM

It was nearly an hour of driving in total silence before Gwendolyn finally spoke up to them, letting her eyes return to normal as she turned her head over her shoulder to shout, "We're almost there! It seems to be just up this dirt road!" she pointed and levitated off the asphalt, making her way over towards the abandoned wall that seemed to surround a large facility.

Kevin pulled up slowly as the tires crackled against the gravel and sand, parking the car, and opening the door he peaked out at the ten-foot brick wall around the perimeter of what clearly was some sort of old military base. As Ben opened his door and stepped out of the car, he immediately felt a rush of freezing air that was far colder than when he left the castle, he rubbed the side of his arms as his eyes were drawn up immediately.

"Uh, guys, I think I know what's causing the weirdly cold weather around the city," Ben pointed up looking through his enhanced vision through the darkness made it easy for him to see the massive tower with a multitude of discs pultruding from its structure; from the sky around it drifted small particles of snow collecting on the wall and the base within.

Kevin chuckled, "And nobody who watches the sky for a living notices this ten-story machine stickin' out of the sky?"

Gwendolyn floated back down to her feet, allowing the weapon she was tracking to fall from her telekinetic grip, clattering on the ground, "Obviously they have some sort of cloaking tech that hides from radar and Government satellites."

He only scoffed with a coy grin, chuckling a bit afterwards, "Right, obviously." Kevin turned back to face the wall, scanning along the side of it for entrances, there were no official ways in, however; a large hole had been carved into it, "I say we huff and we puff and we blow their house down."

"We cant just run in swinging, we have to be smart about this," Ben implored as he approached the large jagged hole in the brick wall, peaking over the edge as Gwendolyn came from behind him, placing a hand on his shoulder to see his view, "We need to find the level five weapons they're selling first, then we can fight our way out if we have to but, we don't know how many of them there are," they noticed a mine-shaft elevator that was built into and led deep within the ground, likely to excavate the rare yellowish crystals they were collecting in carts all around the abandoned base.

In front of the elevator was just one man holding a sawed off shotgun, as they were about to move in, Ben turned his head around, "You ready… Kevin?" he scanned his surroundings and found no sign of the Osmosian until he heard a loud clanking from within the base. The man holding his shotgun fell to his knees before dropping face first into the dirt, Kevin was standing behind him holding his fist encased up to the elbow in iron armor.

"You hit him too hard! He could be dead!" Gwen shouted as they both rushed over to ensure that was the only man standing guard, though as they approached he reached for the downed man's face.

Kevin pulled on his cheek, removing a thin mask with circuitry running through the back, as it came off a holographic image was removed from his body revealing one of the sickening DNAlien creatures, identical to the others. "Not him, it."

He handed it over to Gwen who looked over it, being more accustomed with technology that wasn't weapon related than either of the boys, "It's the same type Magister Labrid was using, it conceals the identity and voice of the wearer… if they have enough of these, they could have who knows how many facilities just like the Hatchery."

Kevin folded his arms, giving them both a befuddled expression, "What's the Hatchery?" he asked innocently.

Ben held on to the mask though lowering to his side as he spoke, "Do you remember that massive natural explosion in Santa Mira almost two years back, it was all over the news for weeks…"

He snapped his fingers, nodding as he recalled seeing those articles on replay at the time, before he became a vigilante, "Oh yea, wasn't that like… an accident?"

Ben sighed as Gwen simply placed a hand over his shoulder for comfort, finishing his thought for him shaking her head at Kevin in response, "No, the three of us, with Grandpa Max, invaded what was supposed to be a Forever Knight operation but, it turned out they were all DNAliens so, Ben was forced to transform into Way Big and eradicate the entire facility."

Kevin whistled glancing back at Ben who only seemed ashamed of his actions rather than proud, "Wow, Tennyson, didn't know you had it in you…"

Gwendolyn noticed the apprehension on his face, trying to tighten the hand over his shoulder to keep him from feeling too guilty, "It doesn't matter, all this means is that if we tell anyone what's going on out here, they'll just find a group of ordinary people."

Ben changed the subject by taking a step into the mine-shaft elevator, opening the plastic electrical cap over the hand-held mechanism that controlled it, "Come on, it's getting late, and we have a mission to finish."

They noticed the serious glow in his eyes, radiating with so much genetic energy that it engulfed the shaft around him as Kevin and Gwen stepped in behind him, closing the short gate in front of them, and hitting the button that activated the elevator. Slowly they descended into the depths of enemy territory, finding themselves passing dozens if not hundreds of feet of stone and rock.

"Not much down here, is there?" Kevin muttered after a minute or two of silence but, was suddenly corrected when the elevator dipped below a conclave that revealed a massive cave within over a hundred feet of open space, a giant star-ship in the center with identical creatures making their way in and out regularly.

Gwendolyn shrugged, "You'd think so…"

The elevator ran to the bottom floor where luckily there were none of those creatures in sight, it let out behind a set of crates they used to scope the rest of the area from behind its cover, "That has to be the mother ship," Kevin pointed out.

"Don't you get it?" Ben started looking away from them to face the massive pointed rocket aimed up at the ceiling of the cave, "If that's the mother ship, than Grandpa Max can't be far behind, he must be in there!" he shouted in a whisper as though he just cracked the case wide open.

"Even if, how do we get in there without being spotted?" Gwendolyn added.

Ben took only a second to raise the identity mask in his hand from the man they had knocked out moments ago, "How does this work again?"

Kevin pointed down at it, "Photonic displacement, you can set it to make you look like whatever you want."

"I was hoping you'd say something like that," he responded as he lifted it up to his face, sliding it on as it connected to his thoughts seamlessly, using a hard-light projection to change his appearance into that of a mutated DNAlien. Ben looked down at his sharp four fingered claws and yellow peeling skin, before glancing his one eye down at Kevin, "How do I look?"

Kevin shrugged, "The same mostly… taller?"

Gwendolyn gave a disgusted look as Ben turned to face her, "You look gross, let's just get this over with," she scanned the area behind them still out of sight from the mutants, finding an empty large hovering mine cart, "Here, let's get in."

Ben disguised as the DNAlien grabbed hold of the handlebar, stepping onto the accelerator after Kevin and Gwen situated themselves in the cart, lying down to avoid being seen; he hovered away, into the crowd and toward the platform that led up into the ship. Passing multiple other DNAliens on the way in, they all seemed to ignore him, as he nodded toward another, it casually nodded back as it passed him.

"I don't think these guys share a hive mind, they don't even realize that you're wearing a disguise," Gwendolyn whispered from inside the cart.

Kevin added to her point, "That means they're receiving orders directly from a Highbreed on this ship…" as Ben focused on the corridor of veiny organic mush, identical to what he'd seen in the Hatchery, thankful that he was hovering on the cart and that they were headed toward a silver metallic flooring.

As they pulled into the hall separated from the organic flooring, Ben glanced around a moment before announcing to his passengers in a whisper, "End of the line," at his word they poked their heads out, slowly climbing out as they noticed it was even colder now than it was before.

Even Kevin couldn't help but shiver, rubbing his arms as his breath steamed out around his face, "Holy crap, it's freezing in here…" he glanced back at Ben who pulled off the identity mask, adjusting the emerald snow cap over his head before tossing the mask back into the mine cart they were leaving behind.

"Don't be wuss," Gwendolyn announced to the would-be bad boy, "Now what?" she pointed her question towards Ben with a glance of her emerald pupils into his already glowing iris'.

Ben analyzed his surroundings finding multiple hallways leading into different parts of the ship, already a massive area to cover, "Now we should find Grandpa, think you have a locater spell that'll do the trick?" he asked as their resident mage smiled, intertwining her fingers and pulling them back releasing a chain of cracked knuckles.

"Let's see, Grandpa Max, where are you…" she closed her eyes slowly, focusing inward on the life energy dwelling deep within her, as she reopened her them, her eyes were beaming with bright blue light, "Sphaera Deprehendere," with an echo in her voice, her aura skimmed the entire ship and the surrounding area to locate traces of a single life energy that she was already familiar with. After about a minute of humming energy buzzing around her with sparks of mystic electricity, she sighed and her eyes returned to normal, "I'm sorry, Ben, Max was here but, he isn't and hasn't been for days."

His eyes darted to the floor, giving a pensive stare at the metallic tile beneath his shoes; Kevin rubbed his arms some more before blowing warm air into his palms, "So, what now? We just get outta here, right?"

Gwendolyn waited for Ben to respond, giving him a second or two to collect his thoughts, "No… we finish the mission, it's what Grandpa would have wanted us to do," he looked back up into their eyes before passing them towards the rest of the inner ship, walking straight down the first path leading deeper inwards.

Gwen smiled, following close behind as Kevin looked back towards the exit, noticing a crowd of mutants waiting for him should he turn back now, "What did I get myself into now?" he muttered under his breath before turning to follow them into the ship.

Another minute or two of walking led them into a larger room, empty aside from a massive glass cylinder on a pedestal in the center of the room, the container held some sort of massive organ within a crimson liquid. Aside from that, Kevin noticed a false door against the wall as they walked in, making his way towards it first. He raised a brow, touching his fingertips against it, and using his abilities to absorb the alien metal encasing him up to the shoulder in armor.

Ben and Gwen turned to face him as he reeled back and pounded his fist into the door, making a sizeable dent in its exterior, also revealing a crevasse into a large walk-in closet; the Osmosian grabbed hold and tore the fold open with his enhanced strength, as the super powered teens walked up next to him they gazed in. Finding racks upon racks of laser lances, easily several hundred waiting to be distributed, enough to supply a small army, "Weapons room?" Gwen asked the obvious.

"Yup," Kevin pulled the door apart further giving them more room to step in; Gwendolyn advanced alone as the two men gave her room to outstretch her hands, flooding the room with her blue aura shinning from her eyes and palms.

"Exitium!" with a shout six beams of blue cascading energy shot out individually striking each of the lances, first short circuiting them before causing them to explode one by one.

Kevin scoffed at her show of abilities, "A little louder why don't ya!"

"It's not big deal, we'll be out of here before they even-" Ben was interrupted by the sound of chattering from the approaching DNAlien mutants outside the larger room they had entered.

Kevin raised his brow as they exited the weapons room and faced ten of the mutants, screeching at them as though sounding an intruder's alarm, "You were saying?"

One of the first of the creatures to enter the room began hacking its squid tentacles at her, coughing up an adhesive slime that shot out at them with a pressurized force that prompted Gwen to raise one of her turquoise energy platforms as a shield, "How about we fight them and not each other?" deflecting two more as they slammed into her shield, pushing her back on her heels.

Ben nodded, reaching for his Omnitrix, and popping the dial manually, sliding through his different transformations, he figured now was as good a time as any to include one of his favorite new forms. He slapped the faceplate down and allowed the genetic energy to wash over him in waves, altering his body on the subatomic level. He emerged as a twenty-foot-tall Vaxasaurian with shining emerald eyes, a white Omnitrix symbol emblazoned on a black sash with white trim wrapped around his torso like an ammunitions belt, and a pair of flexible black pants over his reptilian legs.

Kevin simply grazed his fingers over the floor as Humungousaur's thundering footsteps echoed through the room as he sprinted passed him, encasing the rest of his body in an armor that was as durable as their alien technology. Gwendolyn lowered her shield as her eyes illuminated brightly floating up off the ground with her telekinesis, two of the DNAliens approached her but, were paralyzed by a stunning electrical current that was generated from her Charm of the same name. Using the electricity as a powerful blast, she forced the two of them off their feet, flying back into a wall, and collapsing into a smoking heap.

Humungousaur was surrounded with five or six of them, their scratches couldn't break his skin, their strength wasn't enough to face him, and they couldn't withstand even a single of his blows; he turned whacking three of them back through the air with a swing of his tail. One of the DNAliens jumped Kevin from behind as another swung in for a right hook to his chest but, didn't expect to break two of its clawed fingers against his skin. The Osmosian grabbed him by the head and kneed him in the gut, dropping him to all fours before using his enhanced strength to flip the creature mounting his back overhead and onto his fellow mutant, knocking them both unconscious.

Gwendolyn fired blue concussive energy beams into each one of the mutants that approached her, one after the other they were blasted back, even in the air they would use their enhanced strength to leap up at her not realizing that she had the high ground. Kevin turned and round house kicked one of the aliens in the eye as it tried to surprise him from behind, he ducked under a swing from another, catching its wrist, and turning tossing it up into the air where Gwen fired a concussive blast that sent it flying back into the ground.

Humungousaur backhanded two other DNAliens at the same time, sending them back into the center of the room, turning gaze around he noticed that Kevin had just finished his last opponent and Gwen was floating back to the ground having beaten the horde that was jumping at her. "We totally kicked ass," Kevin mentioned as he looked around the piles of over a dozen mutated creatures.

"For now, there could be hundreds of these things…" Humungousaur reasoned, glancing back to Gwendolyn as they all huddled into a group.

She raised a brow, focusing back on the still smoldering weapons room, "Well, we destroyed all the weapons they were selling, and we see now we can't stop them all tonight, why don't we just leave?"

Ben grumbled, rubbing his brown reptilian chin in deep thought, "Even Way Big couldn't destroy the ship when its buried this deeply in the ground, I guess we have to retreat to fight another…" Humungousaur's attention was pulled upwards behind the two teenagers where he noticed a large humanoid figure enter the room with them from the upper level. It was a foot or two taller than him, with black skinned claws and a paper white complexion leading to a featureless face with purple and black veins running over his head, "Damn."

"What are you creatures doing on my ship?!" It shouted as it stepped closer, giving them a good look at the four black markings on its chest leading to two crimson emblems; jumping over the railing effortlessly, it landed with a boom in front of them with an intimidating malice, "I do not repeat myself to lower lifeforms!"

Kevin raised his brow with an offended expression, "Did he just call me a lower life form?"

Gwendolyn chuckled, "He did, and while he may have a point, it's rude to say so," the aura over her eyes and hands grew in intensity as she felt a battle ensuing, it took a step forwards towards them before speaking up.

"Are attempting to mock a Highbreed Commander?!"

Kevin sucked his teeth and pounded his metallic fist into his open palm, "I'd mock anybody who uses the word 'mock' like that," he quickly stampeded forwards, leaping into the air, and attempting to bring both of his fists down on the Commander with his super strength. However, he simply countered by backhanding the Osmosian in mid-air dispatching him with ease into a wall where he fell to his hands and knees.

The Highbreed knelt quickly and jumped into the air with more grace than they expected from an alien of his size, landing behind them in front of Kevin as he attempted to strike Kevin again with a reeled back fist. "As much as I'm inclined to hit him myself," Gwendolyn threw up an energy shield between him and his intended target, prompting him to turn towards her.

Ben watched as she clapped her hands together, forming a volley of blue energy tendrils, "Adfishio Potentia!" she shouted as they flew from her palms, wrapping themselves around the Commander's wrists binding them together but, not taking into account his upper body strength. It took one movement for him to yank on the tendrils, pulling her off her feet suddenly, and face first into a two-handed swing that knocked her through the room, almost hitting a wall with her back before being intercepted. Ben stood in front of the impact, letting her hit his chest and fall into his arms, "Are you okay?" he asked down to her as her eyes fluttered open, holding her head, and looking up into his emerald pupils.

She shook her head, reaching a handout to graze the underside of his thick scaley chin, "Better now," with a warm smile, he released his grip allowing her to drop to her feet, turning as Kevin missed an uppercut before being grabbed by the waist and tossed across the room, hitting the wall next to them with a denting thud.

Humungousaur took a few loud steps forward, sizing up the Highbreed with an enraged scowl, "He's too strong for you guys, just take Kevin and get out of here, I'll be right behind you!" he trampled forwards as his fist collided with the Commander's releasing a thundering shockwave that rocked the entire ship around them.

"I'm not leaving you to fight that thing alone!"

He looked down and smiled at her, and once again she could see him through the alien face that wasn't his own, she could see her Ben grinning down at her warmly, "Do you trust me?" he asked.

"I do…"

"Then go!"

Gwendolyn used her telekinesis to lift the Osmosian off his rear, still unconscious from the blow he'd just received, groaning and rubbing the back of his head; she flew through the corridor back the way they came through as Ben continued the fight behind them. He ducked under a left-cross from the Highbreed, just barely managing an uppercut that knocked the creature back on its feet, hitting the center console that held the large vile of crimson liquid preserving some sort of organ. Humungousaur lunged forwards tackling it through the glass, shattering it and drenching them both in the putrid juices. He pinned the Commander against the wall for as long as he could before it fought back, grabbing both of the Vaxasaurian's wrists.

"Maggot! You think so highly of yourself; you'd face me alone?" The Highbreed pushed back forcing his grip away and front kicking him in the chest, sending stumbling backwards before following with a backhand that struck him in the chin hard enough to knock the ten ton dinosaur off his feet and onto his back, "I will show you the folly of your arrogance." He approached quickly as Humungousaur blinked in shock, he wasn't expecting this foe to be so much faster than him, almost mounting him before he could react, "Filthy creature!" he shouted in disgust as he plunged one of his fists down where the Vaxasaurian's head would have been before he tucked it to the left. "Hold still!" he shouted as he struck the metal flooring again, missing his intended target for a second time.

"Why would I do that?!" Humungousaur turned over and attempted to flee left, getting up and running but, being stopped forcibly as the Highbreed gripped his tail, pulling him off his feet once again. He turned and slammed the dinosaur against a silver panel, crushing it with his back like tinfoil before swinging forwards and pounding his face into the floor.

The Commander pulled Humungousaur's tail yanking the beast towards him on the floor, strolling forwards, and gripping the back of his head with his claws, "Inferior filth, your presence here will delay our plans by months, I risk infection just by breathing the same oxygen as you!" he pulled him up this knees and struck him in the solar plexus knocking the wind from his lungs, "I will not allow scum to interfere with our plan!" He regripped the thick tail still draped over the floor as Ben clutched his stomach in a violent heaving action, barely recovering before being picked up over the Highbreed's head, "Now get off my ship!" he brought Humungousaur down onto his knee, cracking part of his spine, before punting him in the torso sending him through the ship's hull. He received several smaller cuts from the torn metal he flew through as he was about to hit the ground at dangerous speed when he felt his body slowing down.

Kevin had recovered standing next to Gwendolyn who kept him from falling with her telekinesis, struggling just a bit allowing her eyes to flood over with blue light again, she grunted letting Humungousaur drop to his knees, huffing in pain as he spat crimson blood into the dirt at their feet, "I… I can't beat him, he's way too strong," he was interrupted by a horde of DNAliens screeching from the entrance to the ship only a few hundred feet away, pointing and running toward them. Humungousaur slapped the Omnitrix symbol on his chest, transforming in a flash of light into Chromastone who didn't hesitate to unleash beams of cascaded rainbow energy into the crowd, "We have to go!" being made entirely of crystals gave him a decent tolerance to pain but, he would definitely need medical mysticism from his girlfriend when this was over.

Kevin shook the daze from his head, absorbing the rocky cavern beneath him into a solid stone armor, reaching up with both hands to pound into the ground collapsing part of the cave inwards, leaving a massive trench in between them to stop the incoming stampede, "There! Now what?"

Chromastone finally took a breath, lowering his hands and placing them flat on his knees, "We… finished Labrid's mission, we destroyed the level five weapons… I think that's enough for today."

Gwendolyn and Kevin glanced at each other, surprised to hear him say that, "Are you sure?" she asked, glancing back up at the shattered hole in the metal plating of the ships hull almost a hundred feet up, "We can still-"

Ben shook his head, feeling disoriented as if the whole cave was spinning around him, he felt like he was going to throw up but, he didn't have a stomach in this form so, he wasn't sure what this sensation was. "I… I don't feel so…" he finally lost his balance as Chromastone collapsed backwards, facing up as he fell unconscious, the Omnitrix blinked bright red with an unusual and unfamiliar alarm tone. It was the sound it made when its host was too injured to remain transformed any longer, regardless of the time left in the battery. In a flash of bright crimson, Ben was lying in the dirt, groaning as he held his stomach, "Ben!"

Gwen rushed to his side, taking off his snow cap, and holding the back of his head up with her hand, "Sanitetm!" her healing magic started to kick in with her opposing palm over his forehead. Though, as she scanned his body with her mystic senses, she immediately felt there was more damage to him done than she could heal before the mutants found a way over Kevin's trench. "Can you hear me?" Gwendolyn shouted as she placed a hand on his abdomen, gasping when she found dark black and purple bruises littering his torso.

"That doesn't look good," Kevin muttered looking down on the younger boy.

Ben had never been so hard before in his life, even Vilgax wasn't that strong, he felt like he'd broken several ribs through his enhanced durability; the darkened cave ceiling was blurred, barely noticing the two figures looking down on him, letting out a painful groan as he lost the will to stay conscious, "Ben!"

…

When Ben finally woke up, he felt much better though there was still a shooting pain in his back and stomach, he tried to sit up immediately but, found himself pushed back down by a gentle hand that felt warm and safe, "It's okay, I'm here," Gwendolyn had his head placed gently in her lap, pressing his head back into her thighs.

"What… What happened?" Ben glanced around realizing they were in the backseat of Kevin's charger, on the road, and likely heading away from Los Soledad.

Kevin chuckled from the drivers seat as he was just glad to be driving on the highway again, instead of ruining the pain job over his tires, "That Highbreed guy totally kicked your shit in, when you went down, Gwen grabbed you and we barely made it back to my car."

Ben glanced back up into Gwendolyn's emerald eyes, reaching down and caressing a small cut across his cheek with her thumb, "I was able to heal most of the lacerations but, you still have a back injury and you could have a broken rib," she noticed his smile as he settled his face into her stomach, digging his nose into her blouse, clearly feeling the sensations of the healing magic course through him. He'd grown quite the tolerance for it in the last two years, it no longer made him loopy or disoriented but, it certainly still felt good.

"So, what do we do now?" Gwen asked out loud as Kevin pulled back into the city-limits, passing a large sign that read 'Now Entering Bellwood,' even Ben started to recognize the buildings on either side of the street from his position laid on her lap.

The Osmosian scoffed with a fake chuckle in response to her question, "Excuse me, but there is no 'we' in this, I held up my part of the bargain and helped you two destroy the weapons so, should I drop you at Ben's house or is just any street corner good with you," keeping his eyes on the road, he smiled as he turned a corner on the street fluidly.

"C'mon, Kevin, you can't honestly say you don't want to help us stop those guys after what you saw…?" Gwendolyn insisted but, he didn't seem to care, not responding as they stopped at a stoplight, which was rare for this time of night as they were mostly all green.

Ben sat up slowly, leaning his weight against the seat, and clutching his stomach, "He'll help us when it counts… because if those things destroy the Earth, he won't have any more business opportunities," he closed his confident eyes with a smile, still talking to Gwen loud enough for everyone in the car to hear, "He already saw what a few would do to some of his most trusted associates."

Gwendolyn caught on quickly enough and adopted a coy smile of her own, "Oh right, how would he make any money if the entire human race has become parasitic slaves?"

Kevin groaned, clutching his wheel tighter as he turned another corner, stopping at a stop sign and putting the car in park, "I get the picture, alright?" he announced turning over the car seat to look at them.

"Do you?" Gwen asked sarcastically.

Kevin closed his eyes and ran a hand through his growing raven locks, sighing loudly before opening them up again, "Look, I'm not gonna start some super-hero squad with you kids but, if you absolutely need my help with those Highbreed freaks, count me in."

"See? We can all be friends!" Ben announced prompting the older teen to snap, grabbing the collar of his white hoodie, and pulling him in though he continued to flash the same confident smile.

"Absolutely not, if we see each other on the street, it's a pounding Tennyson!" Kevin shifted from a serious expression to a more confident one of his own, "And don't be surprised if I try to kill you once or twice between now and then," he let go of the jacket and pushed back into his seat before turning back to the street to drive.

Gwen folded her arms in mock disapproval, smirking the entire time she spoke, "That's not very kumbaya of you, Kevin," she giggled as Ben started to laugh first, starting to loose his patience, Kevin pulled up to a street corner he knew was only six or so blocks from their respective houses.

"That's it, end of the ride for you two, go on!" Kevin shouted as he came to a stop, shifting gears, and unlocking the doors as a courteous sign for them to exit the vehicle, "Both of you out."

As they exited the black charger, they realized that Thanksgiving dinner had long since ended and it was nearing midnight already; Ben hobbled over to the sidewalk where they looked back into the car at the driver, "How should we contact you?"

Kevin raised his brow, turning his head back at them, "You still got that Plumber's badge Labrid gave you?"

Ben reached into his hoodie pocket pulling out the hourglass emblazoned device, "Yea?"

"Learn more about it and you'll figure out how," Kevin ominously pulled off, the momentum closing the car door for him, as he revved his engine and vanished around the corner.

Ben limped over to Gwendolyn, pocketing the badge, and placing one of his hands on her shoulder, "What should we do now?" He asked as she regained her composure with a long-exasperated exhale, feeling as though the night was finally winding down.

She rounded him and placed her hands on the back of his neck gently, guiding him down the sidewalk as they made their way back to his house, "You need another healing session and I need to lay down," Gwen gently kissed his upper back, softly brushing her lips against the nape of his neck.

"Mmm," He moaned a bit as they walked in the freezing air they had all but gotten used to through out the night, "I could definitely lay down right about now," he gained a mischievous grin as he quickly turned around, grabbing her by the arms, and pulling her in with a surprised shriek, "But, I'd rather do this!"

Ben pulled on her arms and fell back into the foot of snow layering the grass, groaning softly as she landed on top of him, mounting his waist as she giggled, "Ben?! You know you're hurt right?" though she couldn't take her eyes off his, wanting to stare dreamily at him all night long.

"Yea but, our family is still going to be there and I wanted to enjoy this night a little longer with you… alone," He reached up to run his fingers over the side of her face, forcing a blush to creep up into her cheeks.

Gwendolyn reached up and tucked a bit of hair behind her ear before claspin her palm over his fingers still on her face, "Awe, how sweet of you, is that you or the healing dopamine talking?"

He rolled his eyes and scoffed at her, "Can't it be both?"

Gwen shook her head at him, giggling as she leaned down, adjusting herself so that her nose was touching his and they were barely still able to see each other, "Doofus," she muttered as their lips connected slowly and their eyelids fluttered shut, his arms wrapped themselves around her neck and her tongue invaded his mouth, exploring every unknown sweet spot. He felt as though he was melting in the palm of her hands, feeling her pressing down on him alleviated every painful sensation currently coursing through his body.

For the first time since they left the house that day, they felt like they could finally be themselves, alone together, nobody could see them passionately kissing to judge them, and there was no immediate threat to handle, it was just them and the intense heat that radiated from their locked lips.

What they couldn't see or sense, even with their multitude of ranged super-powers, was a single man appearing on a rooftop across the street from them, looking down on the heroes with a smile, his jet-black hair and white lab-coat hadn't aged a day in eons, "The story seems to be progressing… nicely," he muttered to himself, looking down at the golden pocket-watch in his hands before glancing back to the kissing teens below and vanishing a flash of white light.

…