Chapter 19 – Max Out

The Bunker; Bellwood; New York; March 11th, 2012; 7:38AM

After several hours of Gwendolyn trying her best to explain the unique situation she was thrust into the night prior to her friend, Ben had finally regained consciousness without a single sign of injury. To ensure that he wasn't suffering from any lingering effects of his heart stopping for several long seconds, the two cousins used their bamboo training sticks to test his reflexes. "So, let me get this straight," Emily noted, standing on the spectator edge of the training mat in the middle of the Bunker, "You two have been crime fighting vigilantes for three years now?" she watched as Ben defended a downward vertical strike with a horizontal guard, deflecting each of her swings with pristine accuracy. The clacking of their enhanced speed and reflexes both shocked and proved to her the validity of their claims, they were certainly an impressive duo.

Emily was more than stunned, watching them move faster and with more combat proficiency than even the trained Navy Seals that her father allowed her to watch while he instructed them over the years. "Yea, again, I'm really sorry that it took so long-" Gwendolyn ducked under a super-human swing that practically cut through the air, taking a step forward through his momentum, and striking Ben twice in the upper back sending him stumbling forward behind her, "To tell you the truth."

Ben tightened his jaw as he took a few strained steps forwards, holding and straightening his back, knowing there would be a bruise forming in that spot any moment, "I only went to you because I did my research first…" He twirled the wooden stick in between his fingers, preparing for another round with her. "I otherwise she wouldn't have told you to begin with."

Emily folded her arms, raising a brow in apprehension, "You researched me?" she asked with an almost offended tone.

Gwendolyn backed away, circling her boyfriend who eyed her like a starving animal prepared to pounce on its prey, "I wouldn't take it personally," Ben swung in just barely missing her as Gwen sidestepped his advance, grabbing his wrist, and turning to flip him over her shoulder onto his back.

Ben spoke through an aching groan, attempting to roll over, "When Gwendolyn- told you about us, I thought it would be smart- to know who exactly you are… plus your address, social security, the basics…" he explained himself casually as Gwen held her hand out helping him back to his feet with a smile.

"Wow," Emily chuckled hesitantly, "That's kind of an invasion of privacy… you guys aren't going to like Men in Black mind-wipe me, are you?" she asked with a bit of scarcity in her voice, though she didn't necessarily believe they had that sort of technology.

Ben rolled his eyes and looked at Gwendolyn with a curious expression, "Where did we put that thing again?" he asked sarcastically.

Emily yelped just a bit with a step back prompting Gwendolyn to shove his shoulder, walking passed him as he adjusted the muscles in his shoulder where he'd been shot hours ago, "Don't listen to him," she said placing a hand on Emily's shoulder and guiding her back to the Danger Alert, "You and I have been friends for a while, I trust you aren't going to tell anyone about this, especially not your dad."

"The Colonel is all bark and no bite but," Emily noticed the seriousness in the red-head's eyes, the gleam coming off her emerald pupils, "If you don't want me to say anything, than my lips are sealed." She made a zipping motion over her mouth to symbolize keeping the information between the three of them.

Gwen gave her a warm grin, reaching out to pull Emily into a hug, wrapping her arms around her chest, "Thanks, you're a really good friend."

"I try," Emily finished proudly as the two separated. Ben grabbed a towel off the rack and started drying himself from the sweat of his exercise, while the wounds had been completely healed, nothing could keep the gnarly scar from forming on his right pectoral. She nudged Gwen's shoulder as they both watched him dry off his torso and lean abdomen, trying to keep themselves from drooling, that is until he turned around and Emily noticed the array of scars running across his back and upper arms. Healed lacerations from a number of enemies including Kevin, the Forever Knights, and now even the police. All of this coupled together left him with a more rugged battle worn appearance, sliding his tight black and white shirt over his chest to cover the scars. Emily leaned over, practically whispering into her ear, "Not to be insensitive, but girl, those scars are really hot."

"Em!" Gwendolyn shouted in a whisper as a smile curved over Ben's lips, though he didn't say anything, "He has enhanced hearing!" she announced obviously, shoving her shoulder.

"Oops," Emily giggled nervously as Ben turned around, simply smiling as he walked passed her toward the Danger Alert console behind her.

He swiped his hand over the glass keyboard bringing the system out of hibernation, the screen illuminated with dozens of different scans of the city, crime analysis, and other Government satellites they were tapped into. "Now that the Anti-Crime-Unit has a shoot on sight order for us, we need to operate a bit stealthier…" Ben confirmed as he brought up a completed in-depth analysis of the Plumber's badge given to him by the late officer Labrid.

"I still cant believe the police tried to kill you," Emily noted approaching him from behind with Gwen at her right side, folding her arms in confusion.

Ben rolled his eyes, scoffing a bit, "I may have pissed of the President of the Unite States but, I still think he's overreacting, I only broke a few doors… and some bones," he shrugged as he pulled up an alert from the badge still connected to the more advanced systems of the Danger Alert monitor.

"I can't believe I'm friends with you two," Emily chided, dragging a hand down her face with an exasperated expression.

With a distinct beeping beginning sound emitting from the Plumber badge, they had been actively trying to hack for weeks now, they pulled up its status, and found a distress beacon being sent through every badge within a certain radius. Ben sat down in the computer chair in front of the holographic monitor, allowing his fingers to fly across the glass keyboard. Gwendolyn came from behind placing both hands gently on either of his shoulders, gently massaging them, "What is it?" she asked.

"I dunno, some sort of S.O.S. or something," He noted narrowing his eyes at the coordinates on the screen, leading to a geographical map that sprouted from a projector on the desk, pinpointing a specific building. "Hey, that's like six miles from here…"

Gwen leaned forward to get a better look at the screen whilst Emily simply raised her brow in awe at the way they handled such complex work while she still had trouble with her Algebra worksheets, "Try and isolate an address and cross reference it with known residents in the area," she instructed to him.

Ben nodded as he felt Gwen's comforting hands caressing his shoulders, soothing him as he typed away at the keys, scrolling through different pages of information until he finally found the residency he was searching for, "Wow, does this guy seem familiar to you?"

Gwendolyn narrowed her eyes, staring at the screen for a moment, "Gerald Daniels, isn't he that kids Grandfather, the one we met that one time, he had this huge crush on me…" she tried remembering his name whilst tapping her chin.

Ben's finger darted up, recalling immediately once the crush was mentioned as, for obvious reasons now, he was always annoyed by the kid and his general affinity for Gwendolyn, "Cooper, I remember him, he was a technopath… why did he send a Plumber distress signal? He isn't even an officer…" Ben spun around in the computer chair to face Emily and Gwen who backed up a step.

Emily tapped her foot, raising her brow, "Okay, well, this has been real and all guys but, my Mom was expecting me home at midnight… so I should probably clean the blood from her backseat before she wakes up," she was obviously exhausted, she was sweating, and her attire was clearly for a casual part not this crazy vigilante business.

Gwendolyn suddenly remembered her guest could only remain cool for so long after nearly watching one of her friends die, "Right, c'mon, I'll use a spell to clean the car and you can get back to your house before you get in trouble," she took her by the shoulder as Ben spun back around to face the S.O.S. ping that pulsated on the radar tracking different badges across the country.

"Thanks," Emily noted, more shocked than anything else but, still smiling as Gwendolyn escorted her outside, "So, do you use magic to get all of those good grades or is that all just you?"

Gwen chuckled a bit at her comment, opening the door to the Bunker leading to the alleyway where Emily parked her Mother's minivan; there was one last thing that bothered her just a bit, after seeing the battle scars across her classmate's chest and back. "On a more serious note, is Ben like, okay?"

Gwen raised a brow, allowing her Charms to glisten with a golden light shinning through their distinct carvings, "How do you mean?"

Ensuring that the door was closed with a glance behind her, Emily turned back to Gwendolyn and took a step closer, "I mean, does this type of thing happen to him often?" though she assumed the brick wall between them would be enough to keep her voice private, Ben could hear their conversation clearly either way.

"Ben is… he's fine, he's strong so… his body can take it," Gwendolyn swung her open palm over the van where it was littered with teal sparkles that shimmered over the paint, totally cleansing the interior and exterior of the vehicle.

Emily didn't want to overstep her bounds, it was her first day with knowledge of their secret lives but, she just had to ask, "What about his mind though? My Dad says war can change a person, the fighting, the death, it can really mess with the noggin, ya know?" she asked as Gwen simply lowered her hand, looking toward the concrete with a pensive stare, giving out a long sigh.

"He's been through a lot but, he's the strongest person you'll ever meet…"

As he listened to the two girls discuss him outside the Bunker, Ben couldn't help but glance down at his hands, opening his palms to scan them with an unstoppable flashing of past memories, the green oozing blood and shreds of grass stuck to his fingers. It wasn't the first time he saw this post traumatic flash of distress, fooling his sight with that of a memory from when he killed Vilgax. That day- No, that single moment would play on repeat every time he closed his eyes, a question of what he was becoming flooded the forefront of his mind.

Though he felt an in immeasurable guilt, vast in its occupation of his thoughts, he shook his head and returned his attention upwards to the screen that displayed the distress signal as Gwen surprised him a bit with a hand on his shoulder. "Emily is on her way home, she's not going to say anything, obviously…"

"Yea," Ben muttered still staring up at the screen, trying not to think of what the police did to him the night before.

Gwendolyn rolled her eyes, realizing how pouty he was being, she grabbed the end of his chair and spun him around so that she could look down into his eyes, which were surprisingly not flooded with genetic energy, "Talk to me, if not me than who else?"

Ben suspired slowly, leaning back, and glancing up at Gwendolyn who only reciprocated a warm smile that practically invited him to spill his guts, "The police, the people who serve and protect, they tried to kill me last night… I could have died," he finished with a bit of surprise, only for the fact that he couldn't fight the Anti-Crime-Unit the way he fought Kevin or the Forever Knights. "How am I supposed to help people if the good guys are shooting at me too?"

Gwendolyn didn't hesitate to reach out slowly, grazing her palm over his left cheek, feeling the kevlar fabric of the sleeve to her suit as her thumb caressed the side of his face, lulling him into closing his eyes, "You'll find a way, because you're Ben Tennyson, you can do anything. And if you can't, I'll be right here the whole time."

Ben chuckled, forgetting how lucky he was to have Gwen as both his best friend and girlfriend, "Come here," he reached out quickly and grabbed her waist, pulling her onto his lap in a fit of giggling. Her arms instinctively locked around his neck to keep herself situated on top of him, "Why are you so good to me?"

Gwen tittered as he tightened his arms wrapped around her waist, placing his face against her chest, incapable of keeping herself from smiling as she placed a hand on his head, running her fingers through his hair, "Because, I love you, doofus…"

Ben lifted his head up, looking into her eyes as his own pupils started to simmer with emerald light, noticing the emotion starting to flood him, "I love you too, Gwendolyn," his expression was more serious than she had expected from him, though he did just legally die for nearly a full minute. She knew he was being more than genuine when he used her full name that way, quickly placing her hand back on his left cheek, looking down into his glistening eyes from his lap.

It wasn't just an expression of love this time, it was raw passion that erupted from the emotions that had been brewing like stew all night since he'd woken from his coma. Gwen's eyes were half closed, and so were Ben's as though they were both anticipating something, each of them noticing the fireworks in the other's eyes. Ben leaned closer to her, feeling her breath over his face as he nudged his nose against hers, their mouths slowly falling sleepily together, already soft, and open. When Gwendolyn's eyes closed, her eyelids stuck as though this was the only moment she ever wanted to feel again. She wanted to open them. She wanted to get a better look at Ben's luminescent eye, she wanted to admire his crazy, ruffled brunette mop hair—she had an irrational feeling like this was never going to happen again and that it might even ruin what was left of her life, so she wanted to open her eyes and bear some witness. But she was so tired. And his mouth was so soft.

They were alone and safe for the first time in over twenty-four hours, after nearly watching him die, it was impossible for Gwen to avoid collapsing into his form; pulling the hem of black shirt and running her hands underneath, skimming his abs with her fingers as their tongues fell madly in love, dancing within their mouths. Both of his hands had made their way up to the sides of her face, feeling the ends of her shoulder-length hair that grazed her shoulders with his fingertips. He ran his right index up the side of her face, tucking a strand of hair behind her ear slowly, ticking her in the process. She giggled into his mouth during their kiss, reaching her hand around to prop his head towards her by the back of his neck, "You are such a dweeb."

Just as they were about to reconnect their lips again, and perhaps even move to lie down on the training mat, the Danger Alert system announced itself cutting through the passionate silence with an alert reminding them of the distress signal being received.

Ben leaned his head back and groaned audibly, dropping his hands from the side of her face to massage her thighs that laid over his lap, "Ughh…"

"If Cooper needs our help, than we cant exactly ignore him, can we?" Gwendolyn asked rhetorically as she slowly slid off of him, not bothering to mention the lump she felt tenting his jeans beneath her legs, "Besides, we need to head home and change, you smell like sweat and dry blood."

Benjamin only let out an exasperated sigh, spinning in the computer chair whilst staring at the ceiling, knowing how little he wanted to see his parents after everything that happened two months ago, "Can't you just teleport us into my room?"

"I don't teleport, I use portals… and after last night my magic is pretty drained, I'll need a little while before I can use it without exhausting myself again," Gwendolyn folded her arms and gestured at the Omnitrix glowing on his forearm, "I know you aren't on the best terms with your parents but-" she was interrupted swiftly by his standing up, the sound of the Omnitrix core popping out its dial cutting through her sentence.

"Fine," He groaned as the dial twisted on its own, without his touching it, landing on the Kineceleran silhouette where he took one last glance back at Gwen before slapping the faceplate with a reluctant expression.

After telling his parents he had no plans to stop his crusade as a vigilante nor back down from fighting crime, Ben's parents were more than displeased; Carl tried desperately to remove the Omnitrix yet, none of his saw blades would do more than shatter on the indestructible wristband. Saundra attempted to ground him but, they found no set of rules or walls could hold him, both of them could barely handle the fact that he was dating his cousin but, to know that he was out risking his life daily was terrifying for a parent. He understood their point of view but, they refused to listen to reason or to simply accept what he was doing, in just a year and a half he would be eighteen years old and capable of making his own decisions.

He still lived in their house though, they couldn't control when he came or went, and his Aunt and Uncle were staying with them as well since Charmcaster burnt down their house though, there seemed to be a dynamic shift since the big reveal. Carl and Saundra couldn't stand Ben being out at all hours of the night, risking his life, and using his superpowers. Frank and Natalie were surprisingly supportive of both of them, after watching Gwen's display of heroism to save Ben from Albedo, they effectively accepted the situation for what it was. His Aunt Lili was even supportive of them, considering them heroes, especially after she spent the following nights researching Shifter and his escapades across the city.

And so, Gwendolyn used to a manifestation spell to change her outfit from the kevlar suit back into her favorite blue blouse and denim jeans. XLR8 effortlessly scooped her up into his arms, dashing over through the facility and into the street at mach three, weaving through traffic like it was second nature.

…

Ben's House; Bellwood; New York; March 11th, 2012; 10:38AM

After setting Gwendolyn down, the gust of wind he trailed with his speed knocked over one of his Mother's plastic pink flamingos, transforming back into his human form with an explosion of emerald light; she wanted to say something about the lawn ornament but, knew he would be testy about anything to do with his parents. He reached for the front door handle and swung it open, the house smelt of freshly lit candles, Natalie's favorite which was a sign she'd been occupying her time by cleaning.

"Hey, Mom," Gwen noted first as they both walked into the house greeted by her mother dusting the entertainment center, which didn't need cleaning but, with her entire house destroyed, it was probably good for her mental health to be occupying her time with something productive.

Natalie turned to face them and smiled as she caught sight of Ben strolling in with a baggy white shirt that was clearly a spare, assuming he must have spilt something on the shirt he left the house in yesterday, "Hey, hun, are you two just getting home?"

Ben gave a half smile, lucky that his father was at work and his Mother was nowhere in sight, "Yea," he scratched the back of his neck, "We had a long night…"

"I'm sure beating down on criminals works up quite an appetite, would you like me to cook you two something to eat?" It was very obvious to them that for the past few months, Natalie and Frank did everything in their physical power to ignore the fact that the two cousins were dating, treating them like they would any other day, "I already bought ingredients for a nice cheesy-bread, would you like to stay for some?" she asked with a nonchalant smile, nodding towards the kitchen.

Gwen stepped in to respond, "Thanks, Mom but, Ben and I have something to take care of before school tomorrow…" they both rounded her, making their way towards the stairs.

Ben spoke up as he jogged up the steps, speaking from over the guard rail down to his Aunt, "But, if you do make it, save me some!" he tried to say as loudly as possible as he vanished into the upstairs portion of the house.

Gwendolyn immediately turned into the guest room where she had been staying at their parent's insistence whilst Ben opened the door to his own room, finding an unexpected visitor folding his sheets.

"Oh," Saundra uttered with a bit of surprise in her voice, "I didn't realize you'd be home so soon; I'll just go then…" she dropped the sheets and made her way passed him towards the exit though she stopped in the doorframe, "Is that blood on your shirt?" she announced as soon as she noticed the dry droplets on his right pectoral where his wound had bled through before it fully healed earlier.

Ben took off the shirt, tossing it into a bin of dirty clothes next to the TV stand, "It's nothing, just another long night," he wouldn't dare tell his own Mother how he nearly died just a few hours ago.

"Would it have anything to do with that shootout that's been all over the news?"

Ben groaned a bit, rolling his eyes, "It was nothing, I just got shot in the chest is all, I had it taken care of…"

Saundra almost couldn't believe what she was hearing, covering her mouth with her hands, "Do you even hear yourself? What do you mean shot in the chest, like it isn't a big deal? You could have died!" she shouted, much louder now.

Ben turned around flashing his Mother the long scars and welts that trailed his body as he grabbed another of the black t-shirts that Gwen had gifted him, sliding it over his torso as quickly as possible, "It's not! And it's none of your business anyways…" he turned around to pass her, nearly getting by when she put her hand out stopping his strut.

"I am still your Mother, you can't just walk out on me," Saundra gave a fearsome frown, scowling as best she could to intimidate him into at least staying long enough to listen to her, "I'm worried about you, son."

Ben took a step back, folding his arms, "You know why you're so standoffish and it isn't just because I'm a vigilante…" finally speaking his mind, after nearly two months of keeping quiet, "Being a hero is dangerous and all but, you're terrified because Gwen and I are together!"

This left Saundra quiet, she had generally accepted the idea that he and his cousin were more than just family now but, the concept still irked her to no end, "You're doing so many things that are so dangerous! What do you think other people will think when they see you with her?"

"I don't care."

Saundra continued her rant anyways, a tirade that she'd been planning in her head for weeks, "Your children could have birth defects, there are pregnancy risks…"

"I don't care…" he grabbed a hold of his bedframe being situated right next to it, his enhanced grip tightened on the wood forcing it to creak though, neither of them really noticed.

"What about the law? It's illegal to marry your cousin in over twenty-four states, you need to think this through before you fool around with-" Saundra was cut off at those words, because the last thing he was doing was just fooling around with Gwen.

Ben's anger got the best of him, his grip snapped a chunk of the bedframe off the furniture, sending splinters of wood across his carpet, "I don't care about any of that, I'm in love with her!" he glanced down to his shaking hand, quivering as he quickly dropped the chunk of wood he'd torn off. He suddenly dropped it, as though he were frightened by his own strength, running that hand through his messy brown hair in an attempt to settle his nerves, "C-Can we not do this right now?"

Saundra had watched the whole thing, taking a step back with a frown, "Fine, Ben, do whatever you want…" his mother took a glance down at the splinters of wood scattered at her feet, as though she was prepared to pick them up but, shook her head and turned around instead.

As she walked out of the room, she passed Gwendolyn who was staring at the opposing end of the hall, leaning against the wall adjacent to his room as to hear their conversation. She only averted her eyes when her Aunt passed her vision, approaching and walking down the stairs in a frustrated manner. She heard Ben take a deep inhale from around the corner before she turned slowly, knocking on the doorframe for permission to enter, "You okay?"

He took a deep breath, in through his nose and out through his mouth, turning to look her in the eyes where once he could hide his emotions pretty well, now she could see way they shone with emerald energy prompted by his emotions, with a thin layer of tears glossing over his pupils, "Yea, I'm great," he quickly wiped his eyes with his bare wrist, approaching the hallway, "Let's get going, we still need to track the distress signal Cooper sent."

Gwendolyn didn't hesitate to step forward, wrapping her arms tightly around his torso, she couldn't possibly be sure of any other way to portray to him just how proud and impressed she was at his growing maturity. More so, she was metaphorically swept off her feet by the way he defended their relationship just now, simply slamming the side of her face into his chest and digging her nose into his shirt was all she could manage to do. Somehow though, it was enough, and he knew exactly what she was trying to tell him, reciprocating her hug by gently placing either of his hands on her waistline. She always knew when he needed a hug the most.

…

Downtown Bellwood; New York; March 11th, 2012; 12:00PM

After they both took a much-needed shower individually, they dressed themselves and headed out, Gwen having taken the Plumber badge from the Bunker, she currently sat atop a flying crimson stingray with emerald glimmering eyes that scanned the ground hundreds of feet below. Jetray only kept his speed at an idle cruise, floating over the suburban neighborhood as Gwendolyn used the badge to track the distress signal to its origin.

"Down here," She pointed down at a set of apartments lining a block of abandoned buildings, they were incredibly small and rundown, not appearing to be a place that a certified super-genius would live but, all things considered they made their descent to the sidewalk.

Gwendolyn jumped off of his back as an explosion of emerald light flooded her vision briefly, replacing the extra-terrestrial stingray with her handsome boyfriend. They approached the porch together, side by side walking up the old wooden steps that creaked with their weight, what was odd was that before they could knock, they noticed the door was ajar simultaneously. Ben immediately shifted his stance just like she'd taught him, getting in front of her as he slowly opened the door, "Hey, Coop?" he announced into the room, it was dark and baron, almost as though it were only for show.

Ben turned back and nodded at Gwen when he heard a lack of response, pushing the door open wider into the darkness, "Illuminatus," the barely functionable bulb hanging from a loose chain down from the ceiling lit up a portion of the room but, not much of it at all leaving them to squint.

"Scan the place," Ben instructed as though it were second nature, glancing around at the dust layered countertops and empty shelves. It didn't seem like anyone had ever lived in this place but, then again who knows how long it had been since Cooper occupied this apartment in the first place.

Gwendolyn's eyes shone with a blue luster engulfing the whites in her eyes, scanning the rest of the building for life with her mana, "There's nobody in here but, there's a sub-level that I cant see into… somethings blocking my third eye," her pupils dimmed back to normal, and she glanced at him, pointing over to the end of the corridor in the corner.

Ben sighed and shrugged his shoulders, strutting across the room towards the stairs that would lead to a basement of some sort, Gwendolyn followed closely behind watching apprehensively as he reached the end of the stairs where a thick steel vaulted door was pried open from the outside by something with sharp claws. Ben slowly grazed his fingertips over the shredded metal, the indentations of something with incredible strength. He narrowed his eyes with a horrible pit in his stomach that something wasn't right here, the door was partly pulled open but, still blocking their view.

Receiving a reassuring nod from him, Gwendolyn utilized her telekinetic charm which lit her eyes ablaze again with yellow light this time, ripping the vault door off its hinges with an invisible force as they stepped back, and allowed it to topple down flat in front of them with an ominous thud. Within the room was a large laboratory with chemical glassware, advanced computer hardware, and prototype technology for weapons scattered about. Tools and loose computer fragments, circuit boards and soldering equipment on every desk, this seemed exactly like where Cooper would live. The simple thirty-by-thirty-foot room was more advanced than the entire city above them, the only hiccup was it was completely trashed as though a struggle had taken place. Turned over aluminum carts, broken screens, and shattered glass littered across the floor around them.

Ben's Omnitrix lit up with an emerald glow as his eyes shone along with it, he prepared for a fight as a figure stepped out of the shadows slowly. A hissing sounded from the darkness as a taller, thicker DNAlien than what they were accustomed to seeing stepped into the light. Gwendolyn immediately summoned her aura to engulf her palms, aiming them like loaded weapons at it though, something felt incredibly familiar about it. Holding herself back to analyze this feeling, her cousin didn't take to the same method. Not hesitating to transform with a single slapping motion, exploding in a powerful emerald radiance, stepping in front of Gwendolyn as a hulking crimson skinned Tetramand.

Fourarms took several uneasy steps forwards, waiting for the creature to make the first move but, it didn't. At least not until he charged forwards aiming one of his four fists for the creature's squid-like face. Before he could punch the DNAlien though, it dipped to the left with a familiar set of reflexes, grabbed hold of two of his thorny forearms, and turned flipping Fourarms over its shoulder back first into a wooden work-desk. Sending computer monitors crashing to the ground, he split the workshop bench in two with his four-hundred-pound body; the DNAlien not waiting to turn towards Gwen, screeching and hacking once catching sight of her.

The DNAlien coughed up thick mucus like substances mixing them together and firing an adhesive projectile from its beaked mouth. Gwendolyn used a basic energy shield to block them from hitting her, sliding off her platform like wet mud, though the pressure of their strikes nearly drove her back a step or two. "Adfishio Potentia!" Gwen's energy shield shifted its form into that of blue glimmering energy tendrils which sprung forth at the creature in an attempt to subdue it. Shockingly, at the last second, the creature jumped into the air with impressive and unique acrobatic skill that none of the other identical DNAliens displayed thus far, weaving through the tendrils, and firing a shot of adhesive goo into her chest. Gwendolyn flew through the air, her back hitting the wall as she was pinned against it watching Fourarms shift into a more serious fighting stance after recovering.

"This thing fights better than the others!" He shouted the obvious in his deep burly voice, his four different points of view analyzing the opponent that turned back to face him again in a feral manner, screeching and leaping at him. Fourarms just barely caught it by the waist with his two lower hands, barely keeping it at a distance enough to avoid its sharp claws from digging into his chest. It was only a matter of time before it managed to land a slash against his thick crimson hide, leaving a long laceration across his white and black trimmed suit. "Ow!" he shouted, turning, and using his superior strength to slam the DNAlien back first through a set of monitors, hitting the wall and collapsing for a moment.

Gwendolyn's eyes flashed bright blue as her aura hardened and shattered the adhesive with a flex of her muscles, "I'm getting a weird feeling off of it, hold on," without looking away from the slowly recovering creature, she summoned a Bezelian portal at her side, dipping her hand within it, retrieving her kevlar sleeve embedded with all six of her Charms of Bezel. They hummed with a brilliant glow as she aimed her open palm up at the DNAlien which had finally gotten back to its feet, hissing, and stampeding forth toward her.

"Fatisque Infracta," Gwendolyn animated the concrete basement floors under its feet, shifting the flat surface into four to six smaller tendrils that wrapped themselves around its legs, hardening back into concrete to trap it. It screeched loudly, pulling desperately on its binds but, to no avail, "Porro Subicite," following her spell with this phrase animated the ground below a bit more, three more tentacles coiled themselves around it, binding its arms to its side.

Fourarms hesitated as he rounded the creature from behind, looking over it slowly, before turning back to face Gwendolyn, "Now what?" he asked as he stood by her side.

Gwen moved forwards, narrowing her eyes, "I felt something when we got here, something I wasn't sure about but, the closer I get to him, the stronger the feeling gets…" she reached out placing her hands on the creature's damp and slippery head, "It feels familiar, it feels like Grandpa Max…" she noted looking up into his four different eyes.

The Tetramand scoffed as his Omnitrix flashed emerald before exploding in a burst of light that returned him to his normal form, "That's impossible, that would mean Grandpa got infected and there's no way he'd let them…" it was then that Ben recalled why he felt such a familiarity during their short fight just now, those acrobatics were moves Max taught him but, could never pull of himself in his old age. They were his old moves from when he were young. Gwen simply gave him a concerned glance, her expression softening as they both came to the realization that it was likely their Grandfather beneath all of the mutated flesh and brains.

Ben narrowed his now luminescent eyes, looking over the creature with a genetic scan that his Omnitrix simply performed on its own, feeding him information on the mutated species of Xenocite without any prompting from him. Gwendolyn took a step back, "I don't think there's any cure for this, Ben, what are we supposed to do with him?" she held her hands together in a pleading pose just out of nervousness, looking back at the struggling beast.

There was something strange though, Ben could see something now that he couldn't before, maybe it was because he didn't think of it prior to this moment, or perhaps it was a new feature the watch was providing. He couldn't tell the difference but, he could see the difference somehow, he could feel the Omnitrix energy surging through his veins and into every muscle in his body. Gwendolyn raised a brow when she noticed a spark of emerald neon lightning cascaded down his wrist to his fingertips, dancing between them like a tesla coil. It was because of this that she allowed Ben to reach out, his hand surging with genetic electricity, "Ben, I totally trust your judgement and all but…" she got incredibly nervous when the Omnitrix dial popped out all of a sudden, the faceplate slipping through one silhouette after another in a command combination that they'd never witnessed before. She was forced to back away, raising her arms to cover the light from her eyes as the strobing explosions of emerald energy only grew more intense as the seconds passed, "Ben!" he was consumed by the light entirely as was their mutated grandfather.

Gwen was only a second or two away from firing up her aura and stepping into the fray of energy but, before she could it died down on its own. The energy receded back into the Omnitrix as Ben pulled away holding a screeching Xenocite in the palm of his hand. His eyes shot open, totally enveloped in emerald luminosity to the point where she couldn't even see his pupil, the Xenocite in his hand slowly disintegrated, however; the Omnitrix wasn't done spinning, beeping, and humming with a general sense of sentience. "You okay?" she took a step forward, putting a hand on his shoulder as he turned to face her, shaking his head and blinking rapidly dimmed the light consuming his iris'.

"I'm fine," Ben shook the strange feeling as he felt the energy that had once flooded his body, slipping away back into the watch on his forearm, "Better than fine," he stepped aside allowing Gwendolyn to get a good look at his triumph, the Omnitrix had somehow allowed him to remove the parasite without hurting the host.

Grandpa Max groaned, still bound by concrete tendrils, he blinked a few times and glanced around at his surroundings, not recalling where he was at all, "Ben? G-Gwen?" he barely recognized them as his grandkids, moaning as though his head was aching. She immediately dropped the restraints, allowing them to crumble into piles of debris at his feet as he stumbled into Ben who caught the man before he fell.

"Grandpa, its us, how do you feel?" Gwendolyn asked as she knelt over to talk at his level as he was still keeled over and supported by Benjamin.

Max shook his head and ran his fingers through his thinning grey hair, taking deep breaths before looking up into Ben's eyes, standing up on his own and turning back to Gwen, "Yea, I-I just feel a bit lightheaded is all, where are we, kids?" he asked in a bit of a daze, glancing up at his granddaughter.

"Grandpa, you were infected by a Xenocite, the alien parasite you warned us about, the Highbreed had control of you… do you remember any of that?" Gwen tried to explain to him in her most soothing and reassuring voice, one that Ben found familiar and almost relaxing just to hear it.

Max held his aching head, feeling a thumping in the back of his mind, like he'd been hit over the head with a chair, "I-I remember stopping at a diner, I was investigating the Highbreed infestation… they jumped me and there were too many," his memories were clearly clouded after the creature infected him, he looked in a daze but, there was still one more pertinent question to ask him.

"Do you remember what you did with Cooper or why you were here in the first place?" Ben asked as he grabbed Max by the shoulders, pulling the man back up to get his feet underneath him, looking him in the eye.

Max shook his head as though he was regaining some of his memory, "They wouldn't tell me what they wanted with him but, I know where they took him; I was supposed to keep guard here incase anyone came looking for him," he glanced around at the trashed place, only wondering what horrible machinations they could have planned for the young technopath, "What have I done?"

Ben tightened his hand over his shoulder, reassuring the man with a warm smile, "That wasn't you, it was the Highbreed, and I'm sure Cooper is fine, do you remember where they took him?"

He nodded as he glanced back to Gwendolyn, "An abandoned military base just outside the city limits of Bellwood named-" he was surprised when both Ben and Gwen simultaneously spoke the name he wasn't even sure they'd heard before.

"Los Soledad…" they announced in unison.

Max raised a brow, "How did you two-?"

Ben chuckled and guided Max back toward the stairs that led up to the exit, the three of them making their way out at the same time, "We ran into a nest of DNAliens and a Highbreed ship buried there, I knew I'd have to go back eventually but…" his grandfather noticed the apprehension and fear in his eyes, even with the simmering glow of omni-energy. Something had clearly happened to him since his disappearance, whatever it was it was only stacking on top of the guilt he must have had after killing Vilgax.

"But, you weren't expecting for the need to arise for another few weeks or so, is that correct?" Suddenly, a voice announced itself in a British accent impossibly from behind them, with the miniature bunker being sealed completely aside from the exit in front of them, "Terribly sorry, I have the worst sense of timing…" they all turned to find a middle-aged man in his thirties with jet-black hair standing in a white lab-coat behind them, "Gumball, perhaps?" he asked holding out a brown paper bag of candies.

They were all astonished, Ben taking a quick glance back at the door before turning back to face the man, "H-How did you get in here? Who are you?" he asked.

"Hmm… you've been to Los Soledad haven't you? I was rather hoping you could tell me," the man took a few steps forward, reaching into his pocket to clutch something, they all stepped back prepared for him to draw a weapon but, instead there was only a golden pocket watch attacked to a thin chain.

Gwendolyn took a reluctant step closer to him, "You don't know your own name?" she asked.

The man glanced up at the ceiling with a confused expression before giving her a genuine smile, "No, I'm afraid it slipped my mind about eight or nine thousand years ago…" he clicked open the elegant pocket watch in his hand to view the time, watching the second hand tick forwards a few times, he looked back up at them, "You see it may be a tad difficult to wrap your heads around but, I was involved in a minor accident that hurtled my mind and body outside of time and space… after a few eons or so, I managed to learn a few things." His coy smile implied something they couldn't fathom, a man whose power transcended all of space-time, it reminded Ben of a certain transformation he'd never dared use.

"If you're a time traveler or something-" Ben started only to be interrupted by the man.

"Or something is more appropriate, I'm quite the paradox, you see…" He winked at Benjamin almost as though he knew what he was about to say.

"Okay, Professor Paradox," he referred to the odd lab-coat and safety goggles hanging around his neck, "If you could have gone to any time, what makes now so special?" Ben asked skeptically, folding his arms.

Paradox shrugged his shoulders, "Besides the fact that none of you can teleport? I've come to give Maxwell something rather important," even though he was holding a paper bag of gumball candies just a second ago, he briefly dipped his hands behind his back, pulling out suddenly a familiar weapon they'd seen since they were ten-years-old. He held the Null-Void Projector gun in his hand, almost as though it had a fowl smell to it, "I'm not very fond of weapons such as these but, I do make exceptions when times are dyer."

"What are you not telling us?" Max announced as he took a step forwards, finally having gained his bearings, he managed to stand on his own and take hold of the projector. He didn't pretend to understand the time traveling nonsense but, he clearly had some sort of inside clue on what was going to happen either way.

Paradox sighed regretfully, with a bit more of a concerned expression, "You'll know when the time is right, Maxwell, I'm afraid there are limits to what I can tell you, to what degree I can interfere in the matters of mortals," he took a step back, without warning there was a bag of candies in the palm of his hand again, allowing Grandpa to look over the gun he'd been handed. "I do believe if we're going to save your friend on time, we'll have to have already left…" he glanced down again at his pocket-watch with a smile, this time a warm angelic glow of white light consumed all four of them in an instant, leaving no time for either of the Tennyson kids to protest.

…

Los Soledad; New York; March 11th, 2012; 1:07PM

They were all dropped directly outside of the outer borderline of stone walls that acted like a blast shield for explosive testing; there were a few holes they recognized from the last time they visited but, Ben and Gwen found the entrance they used to sneak in the last time had been sealed. Other than that, all seemed normal without single a sign of alien activity from the outside, "Okay, now wha-" when Gwendolyn turned around to address him, Paradox had either vanished after they arrived or never teleported in with them to begin with, "Who the hell was that guy!?" she threw her hands up in confusion for emphasis.

"Dunno," Ben announced as he narrowed his eyes, staring at a massive cloud of green energy he could partially see shrouding the entire military base in a dome shape that extended hundreds of feet into the air, "But, whats this stuff that's all around the place…" he walked forward with Max shrugging back at Gwen, not understanding what he was referring to until the boy melted into the air. Rather, that's what it looked like happened when he slipped into some sort of intangibility field, hiding him for a moment before he poked his head back out at them, "You guys have gotta see this," he said with a more serious tone, waving them through.

Gwendolyn stepped through first followed by Maxwell, holding the Null Void projector as though it were one of his plasma-pistols, spite it being far more complex than that. Once they passed the threshold, they immediately were faced with three or four massive, towering structures around the base, similar to the one still under construction last they saw it. Weather machines that created cool air and overcast clouds to blot out the sun as much as possible, generating a pleasing environment for them while they worked. They glanced around as snow drifted down from the sky, glistening in the minor amounts of sunlight that peaked through the shrouding cloud-line.

He allowed a single fractal of frozen liquids land gently in the palm of his hand, melting away in just a second or two, "Woah, they must have ramped up production…" Ben noted as he quickly rubbed the back of his neck, feeling the rush of cold air hitting his exposed arms but, not bothering to warm them up, "We need to make our way into the facility and extract Cooper without making a scene, as much as I'd love a rematch with that Highbreed, I don't think I want the bruises."

Sneaking into the facility was simple enough, the holes and gaps in the concrete wall were holographically filled in allowing them to simply pass through the same entrance that Kevin had used the first time they were here. Max stood behind Ben as he gave Gwendolyn a reassuring nod, prompting her to lift her hands, flashing a vivacious aura that glittered with mystic energy, "Armati," she whispered with an echo still present in her voice. As her eyes lit up with a blue spark of electricity, a dome formed around her with a seal in an ancient language, cloaking them in invisibility. This allowed them to walk freely through the base, passing not even ten feet from a DNAlien foot soldier and it didn't even look twice at their bubble.

"Good work, honey, keep it up," Grandpa Max noted as he watched a droplet of sweat trickle down her brow, feeling the integrity of her spell wavering but, not enough to draw attention. They shuffled through the snow as quietly as possible, passing abandoned buildings filled with stolen technology, organic Xenocite nests, and Quartz crystal depositories.

They finally made it behind a wooden shack, this smaller hut was connected to a massive warehouse which Gwendolyn had led them to, dropping the invisibility seal as soon as she was able, "I tracked Cooper's life energy to this building, I can't get any more specific than that… and it'll be at least ten minutes before I can use that spell again." Ben reassured her with a hand on her shoulder, stepping passed her as he placed his fingertips gently on the wall, feeling the vibrations in the room and listening to the voices speaking inside.

Max was still a bit confused on what his grandson was doing as he closed his eyes to listen closely into the room juxtaposed to them but, had missed too much to generally judge how he did his job as a hero, not to mention he was still fuzzy from being latched to a parasite earlier, and so he just spectated as the next generation handled things, "He's in there but, there are two mutants guarding him… I'll go in and bring him out."

"I can still-" Gwen tried arguing but, his grip on her shoulder only tightened a bit with a comforting smile across his face, she took a step back.

Ben lifted his forearm allowing the Omnitrix to light up the side of the shack they hid behind, feeling the genetic energy course through him as the dial popped open, "I got this, just make sure Grandpa stays safe, and try to regain some energy."

Gwendolyn nodded in return as Ben slapped the faceplate of his watch, transforming in a flash of light that consumed their vision, leaving a six-foot-tall moth man standing before them with blue hooded wings. Big Chill gave a thumbs up and phased through the wall, walking backwards through it with his intangibility, he was also transparent giving him the ability to spectate what they were doing within the room from a hidden view.

Two mutant DNAliens that looked more than familiar stood behind a workbench with tools and fragments of metal surrounding a boy about a year younger than him at the table; using his mental prowess, his eyes would light up with a similar color to Gwen's magic only the veins in his eyes would become bright neon as though they were becoming circuits running through his mind. Cooper sat staring down at the table, using his powers to telekinetically put together pieces like an assembly line, he was scrawny and wore a purple basketball jersey and baggy cargo shorts. Though he didn't seem happy, he was in general good health, but it might not last long as he accidently dropped one of the fragments of metal that looked like a puzzle piece, shattering it on the ground at their feet.

"Oops," Cooper announced as one of the DNAliens approached from behind, grabbing him by his scruffy blonde hair, and slamming his face down onto the bench. He thought he might've nearly broken his nose but, only groaned in irritation as he stared up at the one-eyed drone pushing down on him with enhanced strength.

It screeched first before talking, "Every piece used here is vital to the project, you should know that by now! Useless maggot, now we'll need to fetch a replacement!" the mutant let go of his head and walked to the door, leaving the abandoned building to walk out into the snowy base to retrieve the part he broke. Luckily, Gwen and Grandpa Max managed to stay hidden as they watched it leave the building.

Once the door had shut, Cooper continued his work, seemingly continuing to put together parts for them but, something seemed wrong in the order of materials was using, "What are you doing? He told you to wait for the-" before it could finish its rant, Coop turned with some sort of makeshift blaster built out of spare parts around his wrist, extending a four-inch barrel of thin aluminum, and firing a crimson beam of plasma energy into the DNAlien's chest. It was hurtled back through the air into a shelf where the wooden furniture toppled over on top of it, knocking it to the floor with enough force coupled with the beam to send it into unconsciousness.

As he basked in his victory, the wristband sizzled over his wrist, "Crap! Crap!" Cooper swung his hand back and forth as the smoking barrel heated up and burned him, falling apart after only one blast, "Ya know, you can come out now," he announced as Big Chill reappeared only ten feet away from the knocked-out mutant. He was going to freeze them both but, was shocked when the technopath acted on his own accord.

"How did you know I was here to do all of that?" Big Chill asked with deep huffs of liquid nitrogen that sent steam out around his face. Blinking his bug eyes in confusion.

Cooper dismantled the wrist bound cannon, tossing the spare parts aside with fried circuitry sparking apart on the ground as he spoke up to the taller alien, "I'm not just technopathic, I have a 280 IQ and connect to every piece of software within a ten mile radius with just my mind; I could feel the Omnitrix coming, all I had to do was wait," he glanced around and kicked open the door with surprising strength, Big Chill exploded in a mass of green light, returning to his human form as they both rounded the corner, "I assume you got my distress signal?" he asked his long time friend, seeing him for the first time in nearly half a decade.

"Something like that…" Ben and Cooper met back up with Gwendolyn and Max who had managed to avoid being caught in the ten or so minutes that he was gone. Gwen didn't have enough stamina to use another cloaking spell, even with the Charms of Bezel, she hadn't fully mastered her powers. So, they stayed behind the shack for as long as they could manage while they strategized, "Do you have any idea what they had you building in there?" Ben finally asked Coop who answered with a dumbfounded expression.

"Duh," He waved around at the air around them, referring to the field of energy that cloaked the entire small town sized base from any visual or audio detection system including government satellites, "You're standing in it… the first thing they did was have me whip up the biggest cloaking device they could think up."

"And the second thing?" Max spoke up folding his arms with a skeptical look, asking the obvious question nobody wanted answered.

Cooper shamefully glanced up at the giant structure being put together behind the massive weather towers just barely out of sight, looking to be even bigger when it was finished though, it was only partially built at this point. An arch made entirely of quartz-crystals mined from the very same shafts hidden below the surface of the ground, surrounding their huge starship also buried. "It's a giant transmat beam generator, I don't know what they're trying to teleport or from where but, whatever it is it can't be good."

Max narrowed his eyes up at it, recalling flashes of memories during his time connected to the DNAlien hive mind, the instructions he was given were vague but, with his tactical mind it was more obvious than anything else, "I remember now, they're going to bring their entire armada through the gates… the ship below us is just a cruiser," he glanced out at the shocked expressions Gwen and Ben each suddenly gave him, having seen it with their own eyes, "If they get even one of their war-ships through the gate, nothing on Planet Earth short of a ten-megaton nuke will take it down," he was being as realistic as possible which couldn't hurt at a time like this.

Gwen furrowed her brow in confusion, as though it were a dumb idea to begin with though, given their elected official at the time, she couldn't consider it an impossibility, "If even a few of those go off, we're looking at a worldwide nuclear winter, global extinction…" she explained how they were screwed no matter what but, all Ben could think of was destroying the arch still being constructed.

"Than we break it," Ben suggested, tearing his eyes away from the partially constructed teleporter to look Max and Gwen in the eyes, Cooper finding the tension a bit too thick for his tastes.

"That's insane, I can't keep cloaking us, and we're totally outnumbered, you couldn't even stop one Highbreed last I checked," Gwendolyn placed her hands on her hips judgmentally, "How would you even know how to break it without giving our position away?"

Ben grabbed the shorter boy standing next to him by the shoulders, pulling him closer and referring to him in his response, "If we sneak back there, Coop can tell us exactly where to hit it, Upgrade or Buzzshock, maybe Big Chill?" he watched as Gwendolyn wasn't fond of his reckless abandon of the risks involved in diving deeper into the alien nest, "Okay fine, Grandpa's the tie breaker."

Max gave a long-exasperated sigh, he was getting far too old for this, stretching out his lower back with a few small cracks audibly sounding from his lumbar, "I agree with Gwendolyn that it's too dangerous-"

"Told ya," she responded childishly.

Max continued however, "But, I cant deny that we're closer to their operation than we've ever been… this could be our only opportunity to stop them for good," he scratched the thin grey beard growing over his chin, trying his best to make the wisest decision, "I'll trust Ben's judgement on this one but, we need to do this covertly."

Gwen and Ben gave each other simultaneous looks, a familiar and knowing smile, before returning their gaze to their Grandfather, announcing themselves in unison, "What's next?"

…

Max poked his head out from behind a snow-covered iron barrel, peering out at the stalking creatures that carried materials and transferred hover-carts of crystals to and from the mines. He nodded as Gwendolyn ran with her hands straight up in the air, wielding a cloaking spell over them as she closed her eyes with all her effort, Cooper guided her and Ben through the snow-covered banks as they approached a large device guarded by six different DNAlien mutants. Them being the only six creatures watching their target, Gwendolyn used the last of her reserve power to cover them until they were standing behind the truck sized cloaking machine, dropping the spell and clapping her hands together, "Somnus!" she shouted but, before the mutants could react, they all fell soundly asleep, collapsing into a heap on the ground. Gwen wiped her brow, glancing up at Ben who placed a hand on her lower back comforting her, "You okay?" he asked, helping her up to a standing position.

"I'm good but, don't ask me to do that again."

Ben shook his head, "I won't," popping the dial to his Omnitrix manually before twisting through his selection of dozens upon dozens of alien transformations; ever since gaining full access to his watch, he created playlists specifically for certain instances, his main selection being his heavy hitters and favorites. He slapped the dial on a classic, emerging from the glow as Diamondhead who sharpened both arms into jagged blades.

"Once their cloaking shield is down, we have nine seconds before we're swarmed by those things from every direction, are we still sure about this?" Cooper did the statistical analysis in his head with ease, being the smartest person in any given situation at all times could get quite frightening when he knew what would happen next.

Diamondhead nodded with a confident smirk, trusting his judgement and with little other choice, Cooper sighed and pointed up at the device, "Here," he shifted his position pointing elsewhere, "Here and here," giving instruction for two more spots, it wasn't long before Ben dove his blades through with precision. Explosions of smoke plumed out from every crevasse across it as Diamondhead swung his other arm into the machine, yanking the other out and slashing the device apart ensuring it couldn't be rebuilt.

Gwendolyn took a step back as the explosion drew the attention of nearby DNAlien drones, dropping their carts and materials in favor of a loud feral hiss, flashing their beaks as they all charged forth. Diamondhead turned swiftly forming his bladed hand into a fist again, striking one of the creatures closest to him as they all approached, "Grandpa was right to stay behind," He muttered to himself as a shockwave sent the creature he crossed in the face back through the air, slapping the dial on his chest promptly, and emerging as Heatblast who immediately set off two volcanic eruptions from the craters in his shoulder blades. The Pyronite's molten charcoal fists aimed themselves at eye level, firing a wave of billowing flames that melted the snow and lit the dead grass below ablaze.

Keeping the DNAliens back, it was only less than half a minute before something bigger and heavier stepped through the flames without even flinching. A fourteen-foot white humanoid with crimson beaming eyes and intricate black designs over its blank face swung a forearm through the wall of fire, approaching with a growl. "Ah, the shapeshifting vermin has returned to perish at my hand personally, what a novelty…" the Highbreed commander cackled with his raspy voice but, Heatblast didn't respond audibly.

Instead, he narrowed the craters he used as eyes, quickly opening both of his palms, and igniting a wave of flames that quickly became concentrated enough to form a beam of heat. The Highbreed's durability was strong enough still to power through his attack, interrupting it by swinging through the flames and backhanding Heatblast through the air, hitting a tree with enough force to crack the bark and drop pounds of snow on his head. Ben didn't let this slow him down, slapping the symbol on his chest and sliding into another form, this time made of shifting magenta crystals. Chromastone stood up slowly, floating up off his feet to get to eye level with the creature, he only barely managed to dodge a downward swing that cracked the ground beneath his feet with his strength. Returning the favor by firing beams of cascading rainbow energy down at him from above, using his flight to his advantage though the Highbreed simply reached out taking hold of Chromastone's ankle.

A quick spin with his strength gave him the momentum he needed to launch the Sugilite through the air, hitting one of the small one-story buildings back first with enough force to level it completely. Chromastone was buried beneath hundreds of tons of steel, brick, and concrete as the Highbreed turned back around to face Gwendolyn and Cooper who prepared themselves in kind. Clearly none of their projectile based energy attacks were working, instead; "Fluctus Inpulsa," she sprinted forwards fearlessly at the alien, clapping her hands in his face with a flash of light and a shockwave akin to a flash-grenade. Following that move with a show of enhanced strength, she jumped atop the Highbreed's shoulders, using her dexterity and agility to land a kick to his head before dropping her elbow repeatedly down on his forehead.

Her brief succession of blows would be short lived as the Highbreed simply shook the daze off, reaching up to grab her by the waist with either hand, and toss her overhead, tumbling into the ground. "Insolent trash! After I dispose of these maggots, you will go back to work on the teleporter transmat gateway! And you will be grateful that I don't simply kill you immediately for attempting to escape!" He pointed his thick, blackened claws down at Cooper's face who simply backed away with a frown, not willing to help them any longer, especially after seeing the look on Max's face when he told them about the armada.

Chromastone shot up from the debris of the building, shattering a wall of brick by standing upright, collecting all of the energy into his palms that was currently stored in his body, he waited until the Highbreed turned to face him to fire it all. Refracting it through his stone body as a beam of light, it struck the creature in the chest, pushing it back through the air, and separating it from Cooper. He pounded his fist quickly into his chest, exploding one final time in a flash of green light that shifted his form, emerging as a massive yellow rotund alien that bellowed out in a deep voice, "Get to Grandpa Max, we'll take it from here!" he shouted before rolling his body into a spherical orb, using his momentum to speed up and roll away.

Cooper did as he was told, backing away quickly and turning back towards the exit, dodging between two DNAliens that attempted to jump him at once, misjudging his size, and tackling each other instead. He caught sight of the Hawaiian-shirted man he recognized waving him down but, Cooper stopped suddenly when a thick shadow overcast Max from behind.

Cannonbolt bounced off the side of a tree, returning to the battlefield at twice the speed he left it at, hitting the Highbreed square in where he assumed his jaw would be, knocking him onto his back while he was sent straight up spinning in the air. Using gravity as a weapon, he allowed it to pull his two-hundred-pound body down fifty-feet pounding into the creature's chest with enough force to crater the ground around them. He landed and unrolled himself, huffing as the Highbreed had clearly had enough, however; it was disconcerting to find two identical Highbreed creatures step into view holding Grandpa Max up in their massive claws. Cooper backed away in fear as they focused in on the Plumber agent that had drawn all of this attention to their operation, "Ah, Maxwell Tennyson, the same human scum that has been a thorn in my side for years now, setting our plans back constantly," he clutched his hand tighter around the older-man's hips, "To think something so fragile could be so irritating."

Cannonbolt backed away a step or two, even as Cooper ran to his side and Gwendolyn stepped up, brushing clumps of snow off her shoulders. They made the wrong call, he made the wrong call, Ben could never have planned for several more Highbreed's along with the army of mutants beginning to surround them slowly. It was all over now, he would have to surrender to their demands or die trying to escape, but only after watching his family and friend get slaughtered. All of that was only if he made it out at all, they trusted his judgement, and he couldn't have been more wrong. The downed Highbreed slowly held its head, recovering from the assault the Arburian-Pelorota had dealt to it moments ago, only limping slightly from it.

Maxwell pushed against the thick log-like fingers that gripped him tightly, holding him up ten feet off the ground, he'd certainly been in stranger and more deadly spots than this one but, something seemed different about this time. He was older, he was tired, he didn't have any of his weapons and, was at the end of his rope either way. The only thing he had on him was the Null Void projector and there wasn't any way to use it properly in battle unless-

Cannonbolt transformed back into his human form, stepping out of the green light with his hands up, "Take it easy," he announced as he began his surrender. He looked into his Grandfather's eyes and saw something he wasn't expecting, a warm smile that was totally inappropriate for the dyer moment they were in. His dark eyes gleamed in the light as he quickly held up the projector in the air like a weapon, not aiming it at anything in particular.

"Ben, I want you to promise me that you're going to take care of your cousin, and your parents!" he shouted as he popped the bottom cap of the trigger-hilt off, removing a component that maintained some sort of stability within the device.

Gwendolyn raised her hands over her mouth in shock as she felt the conviction flowing from her elder in waves, knowing what he was about to do, and with pride in knowing why he was doing it, "Grandpa, what are you doing?!" Ben shouted with widened eyes, keeping his hands up.

Max looked back at the Highbreed who was staring directly at the weapon in his hand now cackling with crimson electricity that jolted around him, burning his arm as he kept his grip on the projector, smiling through clenched teeth. "I just removed the focusing lens on the barrel, without it the battery is going to overload!" he laughed in the alien's face, backing away without letting go.

"You're bluffing! That would vaporize everything around us for half a mile! Killing yourself and your offspring!" The Highbreed shouted as a shockwave erupted from Max's projector, sending gusts of wind out around them, blowing back the other two spectating Atasian's along with their mutant followers.

Grandpa Max turned back one last time, looking into Gwendolyn's eyes with a passionate smile, giving her one last reassuring look of confidence, "Hun, I need you to throw up an energy field around you and the boys, and hold on tight, this is going to get worse before it gets better…" she hesitated at first, watching as he turned his attention to his grandson who nearly vaulted into the fray to save him though, the shockwave was too powerful, "I'm sorry son, I wont be able to guide you through this one, but I know you can do it on your own, I believe in you! You're Ben Tennyson," Max looked back into the Highbreed's eyes, narrowing them without hesitating, he pulled the trigger down on the projector hilt, "You can do anything…" he muttered just before the light consumed their vision.

Gwendolyn was able to bring up a protective seal around them in the shape of a pyramid, with mystical carvings in another language inscribed across the blue energy platforms that protected them. The explosion went off like a hydrogen bomb, eradicating everything in a sudden wave of concussive force that leveled the entirety of Los Soledad. The ground was scorched down to the dirt for miles, there was nothing left in front of them but ashes in the crater where the explosion originated. Cooper gasped as Ben took a shocked step forwards, it had all happened so quickly, the sky was consumed by fire and blackness, and then he was gone.

…

To Be Continued…