Spectacle

Santa Mira; New York; January 21st, 2010; 11:55PM.

Two men in silver-plated armor stood practically motionless outside of a secure door leading into a massive facility; even on approach from miles away, the stench the place gave off was almost vomit inducing but, it was secluded enough and they didn't seem to mind it at all. It was odd enough that such an advanced crime syndicate would only assign two guards to manage a wide-open entrance to an off the books warehouse but, to leave them unarmed as well was completely unorthodox.

It was the biggest thing that stood out about them, neither wielded energy weapons or advanced technology of any kind, leaving them completely defenseless and breaking their modus-operandi. The several thousand square foot warehouse was accompanied by acres upon acres of land surrounding it protected by a thick wall bordering the entire lot; which stretched into a water reserve juxtaposed to the warehouses now having turned an eerie green shade in the last four months, clearly not just littered with moss but, gunched up by some sort of unusual sewage.

Gwen had her hair tied up into a pony-tail with a long cloth-mask wrapped from her nose down her chin, which mostly matched the shade of the dark-blue blouse and black Kevlar-Sleeve she was sporting; she pulled on the hem of the mask as she turned on her phones flashlight to look around before pointing it over at Ben, who was impatiently peeking over the edge of the wall.

"We have to wait for Grandpa's signal!" she shouted in a whisper up at him, pulling him down by the hem of his new emerald hoodie he'd bought earlier that day with her free hand; as he sat back down next to her, their hands accidently touched for a second which prompted eye contact, "H-How do I look?" she asked from beneath her mask to break the tension.

Ben grew a shy smile, "Amazing…" he muttered before he really took a good look, tilting his head, "Better with a matching hood, maybe?" his fingers scratched his chin imagining the outfit her future-self used.

Gwen's cheeks turned a bit rosy for a moment before they heard their earpieces cut in with a bit of static simultaneously, breaking the stunned gaze, "Let's stay focused, is my feed clear?"

"Crystal, Grandpa," Ben noted as he pressed into his left eardrum, trying to adjust it as he fiddled with it, "These things better not fall out while I'm cracking skulls…" he couldn't get it to fit properly as Gwen rolled her eyes and got to her knees next to him, "What're you-" before he could contest, she was already up in his personal space, her face only a few inches away from his and a hand on his shoulder as she only got closer.

It was dark so she needed the light of her phone to see what she was doing and it cast a shadow over his face that made him look kind-of cute, "Here, let me," She said as nonchalantly as possible reaching her dainty fingers up towards his ear, feeling her fingernails grazing against the skin under his ear, playing with the highly advanced wireless communication device, "Is that better?"

"Yea, thanks," He noted casually, rubbing the back of his ear with his finger as it was more secure and wouldn't slide out when he turned his head.

Gwen nodded but, didn't back away, "Good," she pursed her lips and held his shoulder, blowing into his ear for good measure on the device, sending goosebumps up and down his back; he fell back on his hands as the heat rose to his cheeks quickly but, as he looked up at her, she was just giggling at him with that irresistible smile even if it was hidden beneath a mask. He wasn't sure but, he was pretty sure he could tell she was smiling just by the look in her eyes, not that her laughter didn't make it obvious.

Ben stayed silent and gave her a half smile, looking back towards the grass as Gwen rolled her eyes a bit, she was still testing the waters on her idea of teasing him with this thing they had going on between them. She turned her head touching her earpiece, responding, "Just give us a go ahead to take out the guards…"

Max was in the Rustbucket watching the entire courtyard via holographic screens all across the dashboard through satellite imaging, there was also a radar attached to keep an eye on the sky with his head-sets feeding him information from the most reliable local data outlets, "Two minutes and counting; Ben, you should turn Ghostfreak or Big Chill to take them by surprise…" he suggested seriously having considered their strategy beforehand.

Ben stood up and stuck his head just barely over the wall and narrowed his eyes at the two unarmed goons, staring out into the distance strangely at nothing in particular, like sentries, "Where would the fun in that be?" He chided back as Gwen noticed that, without his needing to even look down, Ben's Omnitrix popped its dial letting out a hum as it shun its dim light in her face; she sometimes forgot how he'd told her the longer it remained fused to his DNA the more a part of him it became. He was becoming the most powerful weapon in the cosmos and it felt odd to her that he'd accepted that at such a young age; to her he was only becoming the most powerful doofus in the Universe.

Shaking herself out of her own head, "Ben, the signal!" She reminded him in a furious whisper as the Charms of Bezel on her sleeve started lighting up as well when she noticed him raising his forearm and twisting the faceplate, searching for an alien; the way the emerald light shun over his face was truly magical to her, finding herself only able to watch as his eyes lit up with the most fearsome determination when picking out his heroes. Her mystic totems usually reacted to her emotional energy when she was concerned or in danger, this time it could very well be both as she wasn't sure what he was about to do exactly but, it certainly felt familiar.

He didn't hesitate to slap the watch down on an alien she didn't get a look at until the bright explosion of light blinded her for a few seconds; as it died down leaving nothing in its place, she looked around nervously, giving a loud sigh and pulling her knees into her stomach, "You'd better not be invisible…" she whispered and got to her hands and knees to look around through the dark, that's when she felt the dirt below her shifting ever so slightly, like there were roots pulling themselves around deep below the grass. Realizing this, she stood up and grabbed her phone, shining a light over a recently dug hole next to her… she needed to get on her toes so that she could see over the border, which bothered her as she hadn't seen Ben needing to practically jump just to get a good look; she also sometimes forgot he was taller than her now too, "What're you doing, doofus?" she asked herself out loud.

Peering over at the two empty handed guards facing the direction opposite to the door, they stood motionlessly as a massive green venous-fly-trap sprouted from the ground behind them, opening up its sharp-toothed mouth to reveal Wildvine's head and the Omnitrix symbol; they didn't really notice him before he wrapped his vines around both of their helmets tightly and bashed them together, sending a ringing clank out echoing into the courtyard as they collapsed. Gwen face palmed at the crudeness and lack of covert capability her most powerful doofus in the universe managed to have as the two collapsed and Wildvine tapped the dial on his thin stem-like abdomen, exploding in another flash of light as Ben faced her and gave her a peace-sign, "I've still got it," he noted to himself.

He raised a brow when he watched her do a summer sault pretty furiously over the border, landing on her feet and managing to keep her mask on at the same time, she smoothly segued into a full sprint almost immediately; Ben would have been drooling at her raw gymnastic talent if he didn't notice the two were getting up behind him, having hardly felt his attack at all, "No person could have possibly stayed awake after that…" he backed away as he heard foot steps running up from behind him. Gwen front flipped over him just as one of the armored men quickly attacked, sending a right-straight for Ben's face which was stopped only inches from his nose; she held on to his wrist with all of her strength, as their struggle shook her grip on his arm, it was only her turning and side-kicking him in the chest that separated them. The Knight was sent skating back on his feet with a petite boot print in the chest of his armor, still not fazed by their attacks thus far, "See? You're amazing," Ben couldn't help but point out from behind her.

Gwen smiled as she put her hands up but, the compliment didn't stop her from focusing on her blue aura igniting around her fists like fire, "They're strong, too strong…"

Ben faced them as the dial to his watch popped out for him again as if via mental command, humming as it illuminated them from his waistline, "What're you trying to say?" he asked with his hand hovering over it as if warning them to back away.

"I dunno, the Forever Knights have always needed their weapons… otherwise, they're just people in metal suits," Gwen announced as he took a step back, giving her the room to engage in combat with the approaching Knight who tried to back hand her but, she blocked the attack with her left forearm over her head. Grabbing his wrist with her free hand, pulling him over her shoulder and onto his back; she tried to finish the combo by dislocating the joint in his arm so he couldn't fight if he got back up but, before she even got the chance, he was wrestling control away from her.

The Keystone of Bezel amplifies the skills and abilities of any mage who wears it, that includes physical strength and speed, by ten times; meaning if a fourteen year old girl could normally bench eighty-pounds, the wearer could lift eight-hundred. Gwen was certainly no ordinary girl which made it even more staggering as her statistical pieced together what made this so confusing, these random unarmed knights shouldn't be able to fight on par with her this way. As she struggled with the Knight in front of her, twisting and warping his armor with her bare handed grip; an explosion of green went off in her peripheral ducking slightly under a volley of tendrils that flew out and ripped the helmet off the second Knight approaching her from behind.

"Got your back!" Upchuck lisped before swallowing the cast-iron meal as he and Gwen got a good look at who was under the helmet behind her; what scared them was that it wasn't a person, or at least, not anymore it wasn't. The creature had yellow skin peeling down its neck but, its torso was still covered by gleaming metal armor, however; thick purple veins around his throat were still visible where it led up to a single eyeball blinking down at them from the center of his head. Having been silent up until now, it nearly startled them by screeching like a banshee once it was exposed, opening up its face with four squid-like tendrils to reveal a tiny sharp-toothed beak.

Gwen backed up in fear as she let go of the collapsed Knight's arm, looking down at him now knowing something out of a horror movie was in her grasp, she turned and backed away watching as he stood up slowly next to his partner, standing side by side with Upchuck herself, who used what he'd just ingested as a fuel source; his stomach gurgled as the iron illuminated the bio-liquids causing his gut to glow as it solidified, "Uhm, Grandpa?" She asked into her earpiece.

Max could only get vague images from his satellite uplink but, the tone in her voice told him something was wrong; he flipped a few more switches and recalibrated the radar, it was only two of them out there with them, that he was sure of. He couldn't step on their toes now that he was just starting to gain their trust again so, he decided to do some investigating of his own without giving notice; he stood up and slipped on a black baseball cap, opening his glove compartment where he felt around for a key, which he examined closely upon finding.

Turning around, he opened a cabinet beneath the counter where the TV once sat and shoved a few items aside before finding the keyhole imbedded in the floor with his fingers; he pressed it in and turned it to open a compartment that held a badge of some sort that mysteriously resembled Ben's Omnitrix, a holographic disc for recording messages, and a long belt with a holstered blaster attached to it along with other miscellaneous tactical devices.

He kept in contact with them as he shouted into his earpiece while buckling up the belt around his waist, "What's going on?" he asked as he felt the familiar firm grip on his blaster, reaching for the Rustbucket door.

"Different problem!" Gwen shouted as Upchuck blasted the unexposed knight in the chest with his bright-green energy discharge, a small explosion erupting like a grenade in his face; as he was sent flying into the wall, his helmet also came off as it rolled to their feet revealing an identical creature, "They're strong, fast, and look like they have uncooked calamari for a face!" the time for whispers was over as the second guard creature shot a thick, acidic vomit from its squid-beak at her, "They aren't Forever Knights!" she shouted into her communicator.

Gwen ducked back, mentally thanking her gymnastic instructor for insisting she stretch regularly as she watched it pass over her face, a hair-line away from either melting her face off or suffocating her with its adhesive nature; As she shot back up, the creature sucked in a breath and shot another disgusting blob at her to which a blue energy-shield intercepted when she threw her up her palms in front of her face, "And they're puking at me!" Her expression turned to visible disgust and frustration as her eyes flashed bright blue, her telekinesis force pushing the 'knight' off his feet and into the wall next to the door, falling flat on its back.

Upchuck transformed in a flash of green-light, stepping out of the shine six feet taller with crimson skin and four different limbs coming from his torso, using his weight to keep the creature pinned with only one foot; Fourarms was visibly different, looking to have grown taller slightly, with larger fangs and lacking sleeves on his upper set of arms, the Omnitrix was now centered in his chest unlike before Greymatter apparently recalibrated it.

"We've got about ten minutes before time out, what should we do, Grandpa?" Fourarms asked in a deep growl as one of his shorter arms touched his earpiece gently, "Should we keep going with the mission?" the Plumber-issue ear-piece was built to fit into the ear of dozens of different species thankfully.

After hearing her description of who, or rather what, was impersonating the Forever Knights, Grandpa exited the Rustbucket with both hands on his blaster, tipping the cap at the building as he ran toward it; he knew no matter what happened, he needed to take a look around first if his suspicions were even pointed in the right direction, "Continue with the mission, don't slow down," Max responded with his finger to his ear as he looked around, coming in from the opposite end of the Hatchery. He stopped in his tracks for a second while he had the chance, hearing the screams of his former teammates still haunting his nightmares, "A-And kids… watch each other's backs."

"Always," They responded simultaneously.

Fourarms nodded to Gwen having both heard the same 'go ahead' signal from their Grandfather prompting Fourarms to step off of the unconscious alien-creature and approach the security door, "Ladies first," He gestured at the door with all four of his hands, knowing well he could tear it off with three-hands behind his back.

"Don't mind if I do," Her eyes sun bright blue again holding a single hand up at the thick door, flashing as the hinges were stripped and torn from the concrete telekinetically; the entire door folded as she pulled it off the wall and tossed it behind her into the grass in just a few seconds, being just a big enough entrance for Fourarms to duck inside after her.

They faced a massive showroom of giant vats filled with green sludge and oozing chemicals swirling around, six massive containers were worked around by dozens of these creatures, some of them disguised but, most of them were identical to the creatures that guarded the door. They seemed to be cultivating, harboring, and stock-piling the parasitic weapons that Grandpa had told them about, growing or breeding them in the vats.

There were three levels of catwalks surrounding the vats and leading into other floors of the building, as they had entered pretty abrasively, they were noticed immediately; once Fourarms had stepped into the room, they all turned and hissed as they tore their helmets off, if they were wearing one, to reveal identical creatures hacking at them prepared to launch their brown vomit.

"Incendia Absum!" Clapping her hands at them sent a thundering echo outwards which created a gust of wind that sent the two closest creatures off their feet and left others holding on to the safety railing that rimmed the edge of the chemical vats, "Grandpa said there would be a stairs to our left… third floor."

As they glanced around they noticed that a few hundred feet to their left was a stair-way built into the catwalks that led to the upper levels of the building; three levels of silver railing stairs. She went to make a run for it but quickly realized there were nearly three times as many identical enemies to fight before even getting to the top. With nothing stopping him, Fourarms scooped Gwen up into two of his arms and squatting down, "We're taking the express elevator!" shattering the concrete below his feet just by flexing, the Tetramand used his powerful legs to jump straight upwards nearly a hundred feet. Controlling his strength, he landed perfectly on the catwalk directly in front of one of the creatures. Gwen quickly swiped her hand, telekinetically slapping it across the face with the force of a heavy weight boxer and knocking it off the side of the railing to the ground. As Fourarms put her down she noticed they were between two groups of parasitic squids with legs only these weren't pretending to be knights, they might as well have been naked. Fourarms and Gwen stood back to back as soon as they were quickly surrounded, there was no other way out than through them.

One slashed at Fourarms' chest, sending a cut across the side of his abdomen; it was a short lived victory as he quickly back handed it through the air, landing inside one of the vats and squealing which only got more attention from the other identical workers.

…

Max kept his back to the wall as he approached the entrance to the building, it looked like a regular farm hatchery only, it didn't look like it had been kept up in some time; there was also the stench and rotting sewage waters around it, or at least he hoped it was sewage as he passed it with his blaster in one hand and a flashlight in the other.

He shun the light over the area, walking through the seemingly empty facility, he heard loud and unfortunately familiar screeches coming from the far end of the building, from the extraction point where Ben and Gwen were- he was forced to jump into the shadows to avoid being spotted by three infected-humans with their yellow skin and parasitic faces, as they walked by and into the room adjacent to him. It was only a minute before he suddenly heard a conversation coming from the room, he couldn't make out quite what they were saying until he got closer. It was odd that they would use English and even more odd when they weren't supposed to be sentient. Max wasn't sure what he was walking towards until he could finally make out what they were saying inside a room he didn't dare peek inside of.

It seemed to be one of the Forever Knights taken over by one of the Xenocites with it latched across his face, it took total mental control over his body without fully mutating it but, it was speaking in a totally sentient manner without the trademarked accent for the first time that he'd ever experienced, "-The Hatcheries production will not suffer from the west-region Knight's interference, they were captured upon arrival and assimilated, we've plotted every move perfectly."

"Good… And the rest of this organization you infiltrated?" the voice was raspy and definitely not human, however; it was also modified by a software of some sort to hide his identity, the tone was clearly stuck up as Max guessed it had to be the mind controlling those taken over by the Xenocite.

"These Forever Knights took the bait like any other putrid human, after assimilating ninety-two percent of their organization at a six-hundred-mile range capacity; we now have three bases preparing materials for phase two…"

Max's eyes widened, this wasn't anything like what he'd experienced on previous missions, they weren't just taking over the Earth… they were strategizing for something. He needed to hear their bosses response but, the disturbance Ben and Gwen were causing on the other side of the facility got louder, causing them both to face the exit he was hiding just around the corner of, "What was that?!"

"Nothing, I'm sure… just a spilled barrel," the creature hacked a phlegm-like adhesive substance into its hands, wiping them off on the former Knight's robes now that his brain was likely melted he wouldn't mind, turning back to the communications screen he spoke to his superior through, "Once phase two is under-way, I will ensure that your pureness will be updated."

Max kept his pistol leveled at the ready as he listened with sweat dripping down his spine, "Very good, now out of my sight, vermin…" the link was cut and the communication went dead as the creature went back to stalking around the room, layered in flesh-like webs and organic substances across the walls and floor.

Max took a breath and turned the corner as the creature immediately caught sight of him, lunging forwards with a screech into three crimson plasma bolts fired from his blaster without missing a beat, sending smoke throughout the room. This gave the retired Plumber the few seconds he needed to reach into his belt and pull out a small silver pen-like device.

The creature had a decent level of durability as it plowed through the blasts and attempted to back hand him through the smoke but, missed as Max ducked under and feinted to the left before turning and stabbing it into his chest; it thoroughly electrocuted the mutant and scanned it, toppling to its knees.

Glancing around quickly, he noticed that the room was practically bare and the only part of the walls and floor that hadn't been infected by the organic substance he'd seen in Xenocite hives on other planets was where they left a holographic projector untouched; pulling from his belt a small flashlight-like device, Max knelt down next to the unconscious creature and used the handle of the flashlight to plug into the device pultruding from it's upper-body. After a few seconds, it let out a beeping and gave which also displayed data for him to read, "It's worse than I thought…"

…

Three of the yellow-skinned mutants tried holding Fourarms back as best they could all at the same time but, with only his two lower arms, he managed to wrestle them off either side of the narrow platform as they fell fifty-feet; Gwen had used a spell that focused a beam of heat on her end of the platform, melting it apart and creating a large gap making it impossible for more creatures to approach from behind. The beasts backed away from the smoldering metal on the other side of the catwalk as twenty feet of it had collapsed to the ground below.

Fourarms practically escorted Gwen through the path, as one of them managed to reached out and grab her arm she moved to knock it back only to find a crimson fist had already set her free by gripping it by the throat, "Don't touch her!" he shouted as he tossed the creature deliberately into a crowd of its own kind below. Eventually leading them to the entrance of a short hallway with three rooms on either side and only one vaulted door at the very end of the corridor, she could see their objective already.

Taking a step forwards, Fourarms put one of his hands on her shoulder gently stopping her from entering the hall as, from each room aside from the vault came, two of the creatures each who immediately spotted them and let out over half a dozen simultaneous hisses.

Gwen leveled her hands up at them with glowing blue eyes and flaming fists of mystical energy but, the arm on her shoulder tightened its grip a bit, "Hold on, I've got this," he said as one of his arms reached up to tap the symbol on his chest as a flash of light consumed him, Big Chill stepped out of the light spreading his wings.

The creatures charged at him furiously as he walked lazily into the danger zone, aiming to tear him limb from limb but, as the first one attempted to tackle the Necrofrigian, phasing right through him and being frozen solid stopped the others in their tracks as he toppled through the phantom and onto the floor in front of Gwen. She was surprised the frozen squid didn't shatter as he hit the ground in front of her, Ben never having moved a finger. One of them advanced for an uppercut to Big Chill's chin, only managing to freeze its entire arm as it phased through his face.

It backed away in pain, screeching as if communicating with the other mind controlled mutants, holding its arm encased in a block of ice out at them in fear as Big Chill took a deep breath in and let a vast wave of frozen vapor out with his exhale which encompassed the entire hall. Gwen felt a sudden rush of cool air pass her even from behind in the form of a crystalized-fog resembling liquid-nitrogen, it only took a few seconds but, once Big Chill had retracted his wings into a hood, he turned to face her, "Let's get a move on," he said almost out of breath as she held her arms, pulling up on her mask to warm her cheeks as she jogged through the hall which looked like a blizzard had hit.

"You didn't just freeze them; you froze the humidity in the air and the liquids in their bodies?" Gwen asked looking over one of the creatures closely, frozen solid while standing, as she passed it.

He turned and looked back at the vault door at the end of the hall, "I couldn't risk damaging any software in the area, plus I've been working on that new move… is it cool?" he exhaled a bit of fog with a chuckle.

"Your puns are hilarious, doofus," Seeing a bit of that light shining through his personality, the one she always knew was there, Gwen smiled up at him with rosy cheeks as she changed the subject, "How much charge do you have left?"

Big Chill phased through the door freezing it solid, rapidly cooling it to absolute zero lowered the strength of its integrity while adding intense stress to the compound; Gwen followed this up with a right-straight jab that shattered the two-ton iron vault door like glass as the pieces phased through his body nonchalantly, "Three or four minutes after I transform," he spread his wings out to reach for and tap the symbol on his chest with one of his clawed fingers shifting the DNA of the form he was using. As the explosion of light died down, a Galvanic-Mechamorph was left to look around the room, sensing the only part of it that wasn't layered in organic goop was a human-computer which Upgrade immediately merged with.

Instead of becoming more advanced and using the heroes namesake to enhance the computer in any conventional way, Ben simply started downloading all of the files and specs he could find knowing now he was on a clock, needing to eject a physical drive before timing out to take the data with them out of the building.

Several of the creatures hissed from down the hall when they noticed the frozen corridor, running passed their frozen comrades to better swarm the vault room; Gwen immediately noticed this and prepped a spell as they approached, "Chant of Toth!" her palms illuminated the room oddly with pink light as her voice echoed, manifesting a platform made of meta-physical energy perfectly shaped to the hallway allowed her to push out six or more of them with a single gesture, "You'd better hurry, this won't hold them for much longer!" her hands shook as she struggled to keep the power under wraps. It was as if she was diving off a high dive into unknown depths of water, if she dipped too deep it could strain her body to get back to the surface. Her brow started to visibly sweat even though she could still feel the cold air coming from the hall as they slowly forced themselves closer. Toppling over and trampling the dead comrades that were frozen, they all collectively slammed against her construct and gathered others to help them with a sequence of hacks and screeches.

Upgrade only took a literal minute longer scanning files before popping out a small USB drive which he fabricated and melting down to a liquid, defusing from the computer with the drive in hand; the sentient puddle reformed next to the entrance with Gwen barely managing to keep a horde of parasitic creatures at bay with her energy-platform slowly being cracked away at. They could easily see how these things could start a major 'Walking Dead' crisis if they weren't stopped here tonight. But, that wasn't their mission, they needed to get out and Grandpa said…

"Kids?" Max shouted through their earpieces, "Ben was right! This building needs to come down, get out now!"

"How are we supposed to get to the extraction point from here?!" Gwen kept her hands out, keeping over two dozen of them away but, as her pink glass-like defense slowly cracked, she let out stressful groans doing her best to keep the platform solid and her head above water.

"Time to make our exit!" Upgrade shouted as his circular face lit up the room with emerald light whenever he talked, even as a featureless blob she could still tell it was her doofus looking down at her.

Upgrade looked over at the window facing the courtyard they'd entered the building from, looking down at her with his misshapen figure, "Do you trust me?" his voice echoed.

Her hair was engulfed in her blue aura and her eyes practically leaking magical energy out of them, glowing intensely as she fought to keep them safe but, heard his question and nodded up at him without hesitation. He put a hand on hers, cutting off her spell and pulling her toward the wall in a sprint, "Then hold on tight!" the singular ring that made up Ben's face as Upgrade lit up before firing a beam of emerald energy, blasting apart the wall and window, sending piles of brick out into the night air and shattering on the concrete below. He scooped her up in his arms, as he jumped and shapeshifted his form simultaneously into a backpack wrapping over her shoulders leaping from the building and releasing a black and green substance above her.

Peeking open just one eye, she noticed she hadn't hit the ground which was good but, saw the tops of trees as she slowly descended safely towards the ground, Gwen realized she was being held up by Upgrade shifted into the form of a parachute; his singular emerald ring appeared over the under-side of the chute, letting out a proud, "Told you to trust me."

Gwen chuckled and grabbed the straps of the backpack as if it were Upgrade's hands, giving him a shy smile, "Never doubted you for a second, dweeb."

They landed as Ben shifted back into the normal neutral gendered form of the Galvanic-Mechamorph, looking up at the massive hole where the creatures retreated from view, barricading the opening with metal plating as quickly as possible; Gwen turned her head as the smell of rubber burning on the pavement behind them caught her attention, the Rustbucket drifted to a horizontal stop in front of them with Max lowering the window to speak.

"Did you get the drive?" He asked frantically and gave a relieved gasp as soon as Upgrade handed it over to Gwen, "Remember what I said about not turning into Way Big?" He asked through the window up directly at Upgrade, "You need to turn into Way Big…"

"We have other options, we can't just-" her voice was muffled a bit by her mask but, that wasn't the reason she was quickly interrupted without fail.

Max wouldn't let his Granddaughter argue with him, not after what he'd seen, with the drive in her hand he could walk right into the Oval Office and demand this entire game be over, "There are no other options, in less than ten minutes this is going to be a whole different type of problem unless that building is otherwise not standing…"

Upgrade took her shoulder and guided her to the Rustbucket, "Trust me, if I can understand even half of what I saw on those files… Grandpa is right, this place has to come down, I only have a minute or two of charge left so that leaves only one option," he told her.

"Just be quick, doofus," Gwen hid her cheeks under her mask and brushed a lock of hair out of her face, tucking it behind her ear as he noticed a flash of lightning gleam in her double pierced ear, "And be careful…" she reached for the door handle realizing how dumb that sounded considering what he was about to do but, opened the passenger-side door and stepped into the mobile home anyways, shutting the door in front of him as thunder started to clap. He watched the Rustbucket drive away as it started to sprinkle droplets of rain from the black sky, almost cold enough for snow but, not quite tonight.

He reached out and held his rounded-fingers out, letting the droplets glide over his circuit-boarded skin although it didn't bother him, it was strange since it didn't rain on the Moon where the Galvan cultivated the Mechamorph species, the sensation that he was feeling wasn't something any other of his kind ever really could. That was what the Omnitrix was originally designed for, the ability to live and walk a mile in the shoes of other species in the Universe, to hopefully bring knowledge to different perspectives and opinions, to bring understanding to all life. Tonight, would only serve to prove that it was true what Azmuth said about people turning something beautiful into a weapon of mass destruction. People had fought wars over less power than he carried in his wristwatch on a daily basis, it was more pressure on his back than anyone could ever realize.

On a deeper level though, he knew this had to happen, after what he'd seen in that warehouse, he knew he couldn't allow this to spread any further than it already had; and if Grandpa had actually pretty much ordered him to destroy the building, there had to be a good reason. Ben had learned to sense the energy of the Omnitrix, feeling its genetic altering power course through him when it took apart and reconstructed his DNA, learning to feel out how much time he had before another time out after years of use.

With a minute left, Upgrade tapped the symbol on his chest with a long-exasperated sigh causing a massive explosion of emerald energy to briefly light the entire night sky up bright neon green. It only lasted a second but, it was beautiful as she stood up from the passenger seat, Gwen walked toward the backseat of the Rustbucket, pulling down her mask to look out the rear window and watch the spectacle they promised not to make.

For a moment, she wasn't sure if the Omnitrix had glitched out or if it was the droplets on the glass that clouded her vision; it wasn't until there was a strike of lightning in the black sky that it was clear he was still standing there in the rain staring down on the Hatchery. The lightning had illuminated the sky for a quick second casing a silhouette of the hundred-and-twenty-foot-tall alien titan onto the clouds which made him appear bigger than the town itself from her perspective, he was like a thundering god that shook the ground with every step… sometimes she forgot how powerful he actually was.

Way Big didn't say a word, not that he ever needed to, as Ben had been strictly warned about using this transformation, it could easily punch the moon out of orbit by accident, Tetrax told him only to ever use the form if it was a last resort or Grandpa Max gave him permission. Of course, this was back when he was still barely eleven years old so, it was only natural to try and set parental locks on the Omnitrix but, he recognized after a while the damage his stronger aliens could do by accident so he didn't want to imagine what misusing a To'kustar form could do. Part of his shoulders cut through the storm clouds as he took two or three steps to get in position, holding one arm out vertically and crossing it with another arm horizontally sparked a turquoise energy surge to spark over his forearms. Lightning struck from the sky, attracted to him like a giant tesla-coil, the energy that struck him wasn't even strong enough to phase him let alone match what he was about to unleash.

There was a long pause that felt like several minutes of torture but, it was only a second or two between the flash of light and the shockwave that followed, literally sending ripples through the asphalt like water, Max was forced to quickly switch gears to out run the quake; striking the building with enough force to totally vaporize the city, a powerful condensed blue beam shot from the intersecting point in Way Big's arms, cutting through the ground and disintegrating the entire facility and surrounding reserve of infected sewage water.

When the beam dissipated and he was done, an entire twelve acre plot of land had been leveled to dust with only a few small fires left in the ashes; the only strange part was that every fire was bright blue, burning unordinary hot; Way Big looked out and could almost see the curvature of the Earth, with his enhanced senses he noticed the rain only getting harder over the entire town.

Gwen noticed the saddened look on his face as the lightning lit up the sky one last time with him in it; she saw him sigh as he walked away, two thundering steps later and he was gone in a bright flash of crimson light; she couldn't hear it but, she could imagine how loud the warning bell must've been for Way Big, in more ways than one.

…

The Rustbucket pulled up to a random street corner where sat one especially angsty fourteen year old kid in a black hoodie with a glowing red wrist-watch, Gwen opened the door for him but, he was sitting on the curb as it poured rain down on top of them; it was hard for him to say anything, he didn't even want to look up at her but, she left her hand out in front of him, "C'mon, let's go back to the base…" he didn't even try to use the hood on his jacket to keep his messy brown hair dry, some part of her enjoyed watching drops of water cascade down his skin but, she didn't want him to get sick.

"I don't want to go back to the base, I want to go home…" Ben insisted as he folded his arms across his chest, tucking them under his pits, it hardly mattered now that he was soaked, "I'm waiting for the watch to recharge, and then I'm turning into XLR8 and going home to eat my own food, watch my own TV, and sleep in my own bed."

Max lowered his eyes, picking up the drive Gwen had dropped in the cup holder when getting into the Rustbucket, taking a look back over at Gwen as she stepped out onto the curb in the pouring rain, waiting for a clap of thunder to settle, "Give us a second, we'll be right here…" she shut the door and took off her mask with one hand and pulled out the tie that kept her hair in place with the other, letting her orange locks spill out around her head, brushing against her shoulders more so than when they first reunited back in October.

"Do you mind taking me with you?" Gwen looked down at her feet and asked as she settled the tie and mask in her lap with both of her hands; he glanced up at her from the dripping water that spilled from the top of his head.

Ben looked away at the curb, scoffing as he didn't yet see her point, "Sure… I guess I could drop you off…"

"No, I want to go with you to your house…" She responded as he only raised his brow at her, still confused, she just looked up at the sky and let the water hit her nose, she felt a shiver running down her back at first but eventually got used to it, the rain was cold but, she'd felt colder, "If the Government is going to capture you and take you away, then I want to go right alongside you to whatever secret lab they'll dissect you in…" she dropped the items in her lap and put her hands on her knees.

Her bangs fell down across her face as he looked up at her, she brushed two locks behind her ears but, didn't mind cutting loose for a change, "Gwen…" He was serious, he must have been, he never used her name that way unless he was, "I… I shouldn't have pitched for leveling the building in the first place, if I didn't it might not have even been an option," she felt his intense remorse in waves, some of her mysticism being based on empathic abilities, she could literally feel his guilt.

Gwen furrowed her brow with a saddened expression as he continued, looking down at his reflection in the water which was constantly rippled by the droplets, "I said it so casually but doing it was a totally different story, I feel sick…" he looked up into her eyes as a flash of lightning went off behind her, "I just killed people… I-I'm sorry, I don't feel like a hero…" his eyes watered over as his sentence was punctuated by a clap of thunder, dropping his head in despair as she quickly put a hand under his chin, catching it before he let it fall to far.

"Hey," she brought his gaze back up to hers and had him focus on her eyes, the ones that matched his own, the ones that saw right through him looked into his eyes, "Most of them weren't even people anymore, I don't even think I saw a single real person! Tonight definitely didn't go as planned but, you still saved me," she hummed almost giggling at the end as another clap of thunder gave her a chance to think as it interrupted her, giving her reason to pause, "You're still my hero," she leaned forward giving him a peck on the cheek.

Ben's cheeks turned bright red being reassured by her gesture, although; he noticed a moment after she brushed his cheek with her lips where she lingered as the rain poured down in between them, he was sure if they were going to get a cold it would be here in the forty-degree weather, where he could see their breath with every exhale. His eyes shifted to the Rustbucket and couldn't tell if they could be seen by the driver from this angle though, he was pretty sure that unless Grandpa got out of his seat to look, which he'd would never do, that they weren't being watched

"I told you not to look at me like that…" Gwen noted as her cheeks turned red after several longing seconds of staring, Ben noticed her freckles splashed across the bridge of her nose and cheeks; it was poorly timed and rushed but, he moved a hand out that caressed her cheek for just a second bringing them closer to only inches apart before sealing their lips again with a kiss; she could feel the passion radiating off him and so she couldn't help but lean into it, melting into his lips as they both closed their eyes.

The next clap of thunder broke the kiss as their lips were still inches from one another, she felt his breath on her face, a warm break from the cold rain, feeling weak as she leaned in, initiating the exchange for the first time herself; so far, he was the only one bold enough between them to put his feelings out on his sleeve but, there was so much raw emotion coming off of him she could feel it in the air around them. Her lips curved as they interlocked with his like two puzzle pieces made for one another, fitting together perfectly.

Her face heated up as she recoiled when a car passed the road adjacent to the Rustbucket, as the wheels cut through the rain puddles and splashed some water at their feet, Ben was the first to speak up, "Actually, you said not to do it when there were people around," yet another flash of lightning from above echoed as he slowly caressed one of her cheeks with his thumb, feeling the texture of her already smooth skin slickened by cold rain water, sending goosebumps across her neck and back.

Gwen had almost forgotten what she said just a few seconds ago but, the feeling of his hand on her skin, grazing so slowly in the cold night air and the rain, it was the same feeling she felt in her chest after their sparring-match behind the Rustbucket. Suddenly remembering the driver, she glanced back at the Rustbucket behind her but, she couldn't tell if the window was in view, "Grandpa is a free pass, I don't care if we have to explain it to him eventually; he'll understand, I mean, you did see him French Xylene last time she was on Earth, didn't you?" He chided with a goofy smile pulling his hand back down from her face.

She did remember that unsightly romance but, she understood it now more than ever; giggling again into her hand as she answered him, "Okay but, what do we tell him?" This was the one subject Gwen couldn't have studied for, she had no clue how to even ask him 'what they were' in first place.

"I dunno…" his hand found hers since they both had them placed on the same curb, their gaze meeting again inevitably, and suddenly it didn't matter what they called each other at least it didn't matter to him, "Maybe we don't need a title…"

"What do you mean?"

He blinked a few times and looked away, "Well, I've only ever dated one other girl, and it was only for like three months," Taking a second or two to rub the back of his neck sheepishly, she had no idea that he'd dated someone, he never mentioned her but, then again he just finished saying it was only for a short time, "I don't want us to rush anything, we don't have to tell anyone anything we don't want to… think about it, I was bleeding out on your carpet and you just-" he swung his arm through the rain dramatically, "Woosh! Put an illusion over the entire room…"

Gwen played with the hem of her mask as he spoke, he had a good point, if she could hide the fact that she routinely beat the daylights out of scummy criminals, she could at least hide the fact that she was dating a doofus…

"That's surprisingly mature, I dunno, maybe you already got sick out here… or maybe the cold rain fried your circuits," Gwen giggled as she let go of his hand in favor of poking him in the side of the forehead with her index finger.

Ben responded as he let himself rebound off her insult to come back with one of his own; "Yea, well, if I'm sick it's only caus I've been covered in your cooties for days now…"

"Oh, yea?" Gwen asked before folding her arms, "Did my cooties turn you into a giant doofus or have you always looked that way?" Turning with a chuckle as she found herself face to face with him again, letting the laughter die quickly as she noticed his eyes were a shade of emerald lighter than hers, the slightest of differences made her want to melt into his arms and she didn't know why. Gwen stood strong only squinting and leaning in to press her lips back against his, letting him settle in this time only for a second or two, his lips were so soft she couldn't get enough, before pulling away.

Ben chuckled to himself, "Yea, maybe they have but, I'm your giant doofus now…" His wink made her cheeks flush and her knees weak but, she couldn't understand why; even as the rain poured down around them and he stood up next to her, she only stared at him with a vague smile as he held his hand out for her to help herself up.

Gwen had forgotten why she sat out here in the pouring rain in the first place until he reached his hand out to her, blinking as it was almost unlike him to be this courteous to her, "A-As long as I'm your dweeb… I don't care what we call ourselves, is that a weird thing to say?" She rubbed the back of her neck, trying to comb her hair down as the rain only poured down more relentlessly from above, "I-It totally was, sorry…"

"Dweeb," he caught her attention as she stopped stuttering and looked up at him, "Take my hand already."

…

White House; Washington D.C. January 22nd, 2010; 3:55AM.

Max was able to get passed the gate and front door with his Plumber identification number, however; he was quickly surrounded and tailed by secret service men not caring in the slightest as they tried to derail him on his route. They individually tried to get him to wait or go into different rooms to talk with representatives about his concerns but, it was all nonsense, he needed to talk directly to the President as soon as possible regardless of the safety of his family, for the sake of every family on Earth. It was times like these that Max was glad he lived on the road because now both of his Grandkids had a place to sleep while he took care of business.

Turning the corner down a long hall, one of the advisors tried stepping in his path to tell him to wait a few minutes and that the President wasn't available at this time but, Max simply stepped around her, knowing too well that it was all bullshit; he barged through the double oak-wood, white painted doors, "We need to speak, Mr. President, now… not in the morning."

"Sir, we couldn't get him to wait for your next available-" The advisors and security team followed him in, he had certain clearance but, they still had jobs to do and not all of them were familiar with his unique type of clearance; they waited for the leader of the free world to put a hand out from his chair, signaling them to quiet down before turning around ominously in it to face Max, "Give us the room, please."

They gave polite nods immediately and walked out of the room with two agents standing right outside the doors at all times even after they closed; Max watched as the door shut before reaching into his shirt pocket, grabbing the drive Gwen had handed him, slapping it on the Resolute desk in front of his computer, "Here, I got your drive, now take the order off of my Grandkids…" the President reached out and took the drive into his hand while giving Max a cautious glare, not saying a word, he checked its authenticity by plugging it into his laptop.

He smiled when he confirmed that it was indeed real, "Of course, Max, we weren't expecting quite the spectacle you put on going off grid like that but, when we called you and told you about the Hatchery we surely didn't expect all of this," He referred to his files as he scrolled down the list of different files he opened from the drive, his eyes scanned over the information he was reading through his glasses, "And you're positive that this is what they're planning?"

"No, I'm positive that's what they're gathering materials to build, they could have any number of uses for a transmat teleporter," Max folded his arms having seen the structures built on other worlds, he'd never seen one built on Earth even though they certainly had the materials, "I also got a full body scan of one of the creatures post total assimilation…"

The President looked up at the man, about his age, from his computer screen, responding as best he could, "Boys at fifty-one said you couldn't even get that kind of in depth data from the last mission in October," The President folded his hands to listen to Maxwell as he spoke.

"Tonight, I managed to corner one; my scans show the parasites don't just assimilate life on any planet willy-nilly; when they take over a living host, they recode its genetic structure, practically feeding off of their DNA…" Max didn't bother to sit as he stepped between two comfortable looking chairs that faced the President, "It's detailed in the files we recovered that they clearly only assimilate planets they plan to keep… Earth seems to be ground zero for something much bigger."

"Well, now that you've dealt with them, I'm sure we can handle it from here…" The President looked back to the files on the screen as he clicked around, scrolling through them, "We weren't prepared for an airstrike but, we're thankful we didn't waste the ammunitions."

Max tilted his head in slight confusion, "You're joking, aren't you? This goes much deeper than the Forever Knights… the Xenocites may have been slowed down but, they'll still spread," he tried pleading to him.

"The only thing slowing them down is Earth, what do you think they'll do when they realize we're actively delaying their plans…?"

The President shrugged, "They?"

Max pointed down at the computer, gesturing for him to look through the files he'd already skimmed through on the interstate even at three-hundred-miles-per-hour, "They call themselves the Highbreed and have successfully taken over the majority of quadrants three, four, six, and seven… we're the only planet with intelligent life left in quadrant five."

The President almost chuckled when he scoffed, he couldn't count how many teams of SEAL Team Six agents he already lost to the Hatchery before tonight, "What could we possibly have that stands in their w-?"

Max furrowed his brow, opening his eyes to look back down at him, "You mean besides the Omnitrix?"

The President took off his thin pair of glasses and rubbed the bridge of nose for a second, before running a hand through his greying hair, "Look, Maxwell, you just proved something to us that's invaluable right now…"

"Bullshit," Max called as he leaned over to look into the man's eyes, "You turned me into a guidance system and stuck a target on the back of the Hatchery, using my Grandson as a weapon to launch straight at these… these DNAliens…" he shouted in frustration as he could see each of their tricks of the trade more clearly than he ever could when he was in the Air Force.

"We now have our own resident super-hero in New York fighting crime, with the most powerful technological advancement in human history attached to his wrist, and you want me to avoid fighting for the American people?" The President sounded like it was an obvious riddle to finish but, Max might as well have been the sphinx as he didn't budge his expression, "They trust you, you can steer them both in the right direction, the missions would go through you-"

"No…"

"You'd be their handler!"

"I said, no!"

"We both know they'll be reactivated , it's only a matter of time, if you do this you'd get to decide which missions they take and which they don't; you get full access to military funding and training equipment," The President tried mentioning the parts of the deal that benefited Ben and Gwen the most while taking Max's feelings into account, "You know he already wants to be a hero, and this way, you get to guide him like he's learning to ride his bike again," he started to see the man cave as he knew that even with the leverage he had, he couldn't out right over step the President's orders, there were certain things he couldn't make him do but, there were a handful of things he could do.

"The Omnitrix isn't a weapon… my Grandson-"

"Isn't a weapon? Did I read the report wrong or did you not order him to destroy the facility using the Omnitrix…?" The President asked, picking up his glasses as he feigned moving towards the computer to re-check the report Max had submitted an hour ago.

"Well, I-"

"It's time to get with the program, Max, your Grandson wants to be a super-hero and we encourage that," He narrowed his eyes up at the Plumber, "We just want to fast track him into taking down higher level threats than just common criminals…"

…