Ben knew what he had to do. It was his job, his responsibility, but most importantly it was his choice. This was what he had signed up for five years ago, and what he had deliberately chosen again when he decided to wear the watch once more. He was Ben Tennyson, savior of worlds, a guardian and a hero. He had saved countless planets from endless invasions, and he should have lived to save them a thousand times more, but it seemed his time had finally run out.

He had known this would happen eventually, and despite his nonchalant, cavalier attitude, Ben was fully aware of the risks being a hero posed, but he hadn't actually believed he could die so young. He was only sixteen for heaven's sake! And even though he supposed he had lived more in his short sixteen years than others did with a lifetime, he couldn't help but feel he was being cheated. He had dedicated the last few years of his life to saving people, but now he was the one in need of saving. He didn't regret being a hero, but now faced with this choice, he found himself wishing he had taken more time to have just been Ben.

Hopelessly, Ben cast an anxious glance over at Gwen and Kevin lying unconscious on the ground a few feet away and he couldn't help the twinge of despair that flared in his chest as he realized he was on his own. But he refused to sit back and let them die when it was within his power to save them. If only they were up against anyone else, someone who didn't make his brain stop working every time he looked at her, or his heart clench with longing. If only his stupid emotions would let him think clearly then maybe he could find another way out of their current predicament, but there was too much personal history and he couldn't separate past feeling for present facts.

"Ben." She called, and he was drawn to the sound of her voice. Tearing his eyes away from his cousin and best friend he turned to face her.

"Elena." He whispered back.

"Please Ben." She pleaded, "I can give you everything you've ever wanted. I can make you happy. Just come to me." And she extended her hand towards him, reaching.

She was a siren, luring him in closer and closer until she could reach out and pull him beneath the waves, and in spite of his better judgement, some deeper part of him rang with wanting. He wanted her and he wanted everything she promised just as badly and desperately as she wanted him. He reciprocated her neediness, because really, when was the last time he had allowed himself such human indulgence? Sure he was with Julie, but he was always so busy saving the world and being a hero that they spent more time apart than together. He was losing her, and they both knew it.

Elena was offering him the chance to let go of the burden he had taken upon himself all those years ago. She was offering him the chance the cast aside the weight of the world and just live, with her, the two of them happy and together and…alone.

If only she wasn't currently holding the lives of his loved ones for ransom, he could have almost believed her.

There wasn't anything to think about really, either let Elena take him, or watch Gwen and Kevin die. Deep down, he knew the woman before him was just an echo of the person he had once loved, but as he stared into her eyes, he thought he could see the real Elena staring out at him. It might just be wishful thinking, but if even one piece of the Elena Validus he knew still existed somewhere in that hive mind of computer chips, then he had a chance to save her.

She was still waiting for him, both arms now raised in a silent invitation, and as he approached her, he wasn't Ben 10 self-sacrificing hero; he was just Ben, a human enslaved by his own emotions. This choice was being made for all the wrong reasons, but for once he found that he just didn't care. She was so beautiful, he thought, even as the Queen of the Nanochips, in her black and blue color scheme, she could still make his heart ache in yearning. He had heard the sincerity in her tone, he had heard her desperate need, and though her feelings of love were twisted and misguided, Ben couldn't help himself from needing her too.

But as he finally reached her and held out his hand to take hers, he hesitated, their fingers hovering centimeters from each other.

"Ben?" she questioned softly, brows furrowed in confusion. Surprisingly she made no move to take his hand by force. It was important to her that he make this decision for himself. She wanted him to take the final step, and when he did choose her over his pathetic friends then she would know for certain that he was hers forever. All he had to do was take her hand and they could be together forever, just the way it was always supposed to be.

Face to face, Ben could no longer convince himself that the alien who stood before him was who he wanted her to be. This thing was nothing more than a perverse replica, twisted by inane obsession into something he barely recognized. He finally allowed himself to see her for what she really was, and he pitied her.

The manic glint in her eyes betrayed her depravity; making the rational part of his mind shudder and the human part of him weep. In a brief moment of clarity, he not only pitied her, he also understood.

The Queen was just trying to attain the one thing she couldn't replicate, love. Intelligent though she may be, at her core, she was still just a computer program, a sentient alien computer program sure, but nevertheless a compilation of ones and zeros that couldn't crack the code on human emotions. The Queen couldn't understand what it was that had drawn Ben and Elena together, even after years apart, and it frightened her. The fact that there was something stronger than her commands was a threat that needed to be neutralized.

Ben could understand the fear of losing control. He could also understand the desire to feel human which, thanks to Elena, was something the Queen now unknowingly sought. Either way, that sense of safety and love was something she could never feel without Ben by her side. It broke his heart.

Elena had deserved so much more than this, Ben thought, but maybe by joining her, he could offer her some solace and maybe ease the ache that had been slowly building up inside of him since that night she had reappeared. He owed her that much at least. Ben hadn't realized he was crying until the Queen gently reached out a finger to brush a tear from his face.

Behind him, he could hear Kevin and Gwen beginning to stir, and as Elena's eyes narrowed in anger, Ben quickly steeled himself and took Elena's hand in his own. The Nanochip Queen abruptly returned her focus back to the hero before her, eyes wide in surprise and delight. Slowly, she brought the hand holding his to her heart and reaching out with the other, she cupped the side of his face smiling fondly. He gave her a teary-eyed smile in return. It was worth it, he thought, she was worth it.

Distantly he could hear his cousin's sobbing pleas and Kevin's panicked insults, but it was too late. Ben tried to turn and face them one last time, but the Nanochips were already swarming, cocooning the two of them in a deadly embrace. For a moment time seemed to stand still, but then a terrible pain began ripping its way through him, one thousand needles piercing his skin and swallowing him whole. He couldn't help but cry out in agony and Elena was swift to wrap her arms around him.

"Hush," she whispered in his ear, "it will all be over soon." She tightened her hold, and incredibly the pain intensified as he was slowly devoured. It was then, trapped in Elena's embrace, in the midst of excruciating pain, Ben suddenly realized he had a third option. Swiftly, before she could react, Ben brought his hand down against his watch behind her back and promptly collapsed into Elena's arms. Sensing something was wrong, the Queen lowered Ben to the floor eyes now wide with panic. Using what was left of his rapidly failing strength, Ben reached out his own trembling hand to caress her cheek.

"I'm sorry." He whispered as a tear fell from his lashes. On his wrist, the Ultimatrix began to glow.

"No! What are you-?" her beautiful face marred by confusion and anger, the Nanite Queen tried to drop him and back away, but the damage was already done. The chips surrounding them began to flux in time to the pulsing of his watch, and they failed to respond to her commands.

"No!" she screamed, "No!" Crying out in rage and despair, she fell to her knees beside her betrayer and gripped his jacket tightly in her fists.

"Why Ben?" she demanded, her voice thick with emotion, "We were so close! Why couldn't you just be with me?" She choked back a sob and released her hold on him, head hanging in defeat.

This wasn't what she had wanted, not at all. She had just wanted Ben to realize that they were meant to be together. Why couldn't he see that everything she had done was for him? Wasn't she good enough?

"Elena…"

He said her name through gritted teeth, forcing himself to speak through the pain, and suddenly she hated herself for hurting him. Forcing herself to meet his gaze, she was not prepared for what she saw. Green lines had made their way up from his wrist across his face, but it was his eyes that broke her. His once soulful eyes were now emitting the same vibrant green glow as the device around his wrist. It was overwhelming him she realized with horror, and the remaining pieces of her heart shattered. What had she done?

"I'm so sorry Ben." She sobbed, desperate to make amends before it was too late.

"Elena," he murmured, "I love you."

Leaning down, she pressed her lips against his, one final apology. His eyes closed as he brought up his hand to hold her head in place. Then as the pulsing from the Ultimatrix reached its crescendo, she pulled away so their foreheads were touching and whispered, "I love you too."

Then the world around them exploded into bright light.