Chapter One: "Retrograde"

Ben gasped for air as the images faded from his mind. He was in a blind panic for a moment as he tried to pull his arms free from the restraints, but the cold laughter ringing in his ears brought him back to reality. That was right. It was just a memory—or a jumble of memories, in this case. The machine he was strapped in was making him relive his memories in flashes and surges of images and emotions.

Ben managed to focus and turned a glare on D'void. It was coming back now. D'void had escaped the Null Void somehow. He'd captured Ben, strapped him to this machine, and was torturing him. For revenge. After all, as D'void had said, what better way to break him than to use his own memories against him?

"Enjoying your little trip down memory lane?" D'void asked.

Hoping the defiance would mask the shakiness of his voice, Ben said, "You know, I'm really starting to miss the days when you were just Frankenstein's vet, Animo. You were a lot less of a pain to defeat!"

D'void's jaundiced eyes narrowed, and he turned up the power on the machine again. Ben shouted as a jolt went through his brain, spurring more of the chaotic flashes of memory. It was worse than the last time. When it stopped, he slumped in the machine, barely able to lift his head. It was even harder this time to regain his bearings.

"Enjoy your insolence while you can," D'void advised, approaching the defenseless Ben. "Because soon, the annoyance who was Ben Tennyson will be gone, and I'll have my most loyal servant yet!"

Reality kicked in again. Though he was still disoriented, Ben knew what this meant: mind control. He couldn't let that happen.

He tried to fight back as two coin-shaped devices were attached to his temples, but he couldn't summon the strength. The machine was activated again, but the pain was at its worst this time, amplified by the devices on his head. He just had time to scream before everything went black.

There was a faint pink glow behind Gwen's eyelids as she stood in the middle of the warehouse. Kevin stood off to the side, not wanting to interfere. While he usually took her powers more seriously than he had originally, this was particularly important. They'd been searching for Ben for the entire day, and the last clue they had led them to this warehouse on the docks. They couldn't trace the Omnitrix, so the only hope they had was Gwen. If she couldn't pick up anything here, then they had nowhere else to look.

The glow faded and Gwen opened her eyes. More anxious than he cared to admit, Kevin asked, "Well?"

"Nothing," she confessed, her shoulders slumping. "The mana trail goes cold here. After that, there's too much technology for me to get a clear trace."

"So, what?" Kevin pressed. "He's on a ship?"

"I don't know," Gwen sighed. "But I'm getting a reading on his aliens' mana. One thing's sure—he definitely used the Omnitrix." She looked around, giving her other senses a chance to try and find some evidence, but nothing looked out of the ordinary. There wasn't any damage that didn't look like it belonged there, nothing that indicated a fight. "But not for very long."

Kevin's voice was grim as he said, "Yeah, doesn't look like Ben put up much of a fight. And he can't go two feet without something blowing up on him."

Gwen looked completely defeated as she stared at the empty warehouse. Without any way to track him down or any evidence of where he'd gone, it was looking more and more unlikely that they'd find Ben. Looking at Gwen, Kevin hoped even more that they'd find him unharmed—if only because Gwen wouldn't have to be like this, and so he could hit the kid for making them worry.

"Let's see what your gramps found," Kevin insisted.

Nodding wearily, Gwen followed him back to the car, just as the tracking computer started to beep. They ran over and got in to see a green blip on the computer moving quickly across the screen.

"It's Ben!" Gwen realized. "He must have gone Jetray to escape!"

Kevin revved the engine. "Looks like he's heading back into town. We'll try to cut him off!"

Their hopes raised as the car sped down the road, chasing the signal. So far, it looked like Kevin was going to have to hit Ben after all, and Ben had better appreciate it.

Sometimes, it was dangerous being Cash's friend. Yeah, JT had enough influence over him that he usually could divert Cash's anger to anything else in his path, but there were days when that just wasn't enough. Like when Gwen and Kevin confronted him, asking if he'd seen Ben—actually, less asking, more threatening him if he'd done anything to Ben than anything else. Of course, he hadn't seen much less touched the guy, but it wasn't enough to please Tennyson's psychotically protective friends. Cash had been in an increasingly worse mood since, and JT could only hope that Cash wouldn't take it out on him. So he tried to keep a safe distance as Cash raged and occasionally threw in a few comments to feed his ego. It didn't exactly cool Cash's temper, but it did keep JT alive.

Cash was in the middle of another tirade when something knocked over the trashcans outside their hangout. Immediately, Cash grabbed a broken mannequin's arm and headed outside.

"Cash, leave it alone!" JT warned. "It's probably just a cat!"

But there was no reasoning with Cash in this kind of mood, and he was raising his weapon. JT hurried outside to try and stop Cash from killing whatever it was outside, only to see Ben staggering past the fallen trashcans. Hearing JT and Cash, he looked over in shock, his hand reaching for his watch.

"Oh, no you don't," Cash said, dropping the arm and grabbing Ben, shoving him against the wall. "You're not getting away that easily. This time, we settle this!"

Ben didn't fight as he hit the wall, and he looked at Cash in fear and confusion as a fist slammed into his stomach. It wasn't right; even though Ben preferred not to fight when he could avoid it, he didn't just sit back and take abuse like this.

And he never looked as out of it as he did right now. His hair was drenched with sweat, and he could barely seem to focus. Add in the fact that he could barely seem to walk, and it was clear he'd just come out of something bad.

Knowing something was horribly wrong, JT ran over, shouting, "Cash, stop!"

A green car pulled up suddenly, and Gwen and Kevin barely waited for it to stop before bursting out and running over. Before Gwen even had the chance to use her powers, Kevin grabbed Cash by his arms, keeping him restrained. As Ben collapsed to the ground, trying to breathe, Gwen went to his side.

"Are you okay?" she checked.

"I think so," he answered when he had the breath. He looked over at her, looking confused.

"What did we say about messing with him?" Kevin asked Cash.

Cash yelled as Kevin tightened his grip, and Ben just looked at everyone warily. Picking up on his strange behavior, Gwen asked, "Ben? What's wrong?"

There was a combination of fear and exhaustion, with a touch of embarrassment as he asked, "Who…are all of you?"

The moment the others had heard him ask who they were, absolute horror settled on their faces. One of the boys—the black-haired one who'd held off his attacker—went over to him and picked him up by his shirt, asking if he was serious. For a moment, he thought the other boy was going to hit him, but he realized that he didn't really want to hurt him; he was just scared. The girl had made him put him down, insisting they had to find her grandfather to see if he could help. She then put her hand on his shoulder as the other boy went to get his car and promised everything was going to be okay.

The whole time, they'd called him "Ben." Without his memories, he had nothing else to hold onto but that name. And he held it as tightly as possible until they drove to a house and two people burst out the front door and hugged him as if their lives depended on it. It had taken little time for the teens to explain that they'd found him wandering around with amnesia, and the adults wasted no time in taking him to a bedroom that he supposed was his and began looking over him for any signs of injury.

Ben grimaced as his father—at least, everyone said it was his father—peeled two quarter-sized metal discs off the sides of his head. Though he didn't know why, he felt relieved to have the two discs off his face. There was something about them that just made him feel anxious the moment he realized they were there. His father then put them in a plastic bag, which he handed over to one of the two teens who'd taken him home.

He had to fight not to show his frustration. He had no memory of any of these people and no real frame of reference for them. He just had to take their word for everything they said: that he was Ben Tennyson, son of Carl and Sandra, who were standing in front of him, looking at him in extreme worry. That reaction alone was enough to make him believe they were his parents, but it was frustrating not knowing it for sure. Without any memories, he didn't know how he was supposed to feel.

"So…" he started. "What now?"

His parents exchanged confused looks, which only made Ben feel even more awkward. Finally, his mother admitted, "Well, we're not sure. It's not like you've ever come home with amnesia before." Despite the situation, Ben had to stifle a laugh. That was a relief to know, at least. "Are you sure you don't remember anything?"

Ben lowered his head and tried to concentrate. He had a faint memory of a flash of green light, but nothing before that.

"No," he answered. "The last thing I remember is wandering around town in a daze. Everything before that is a blank."

"Don't force yourself to remember anything," his father insisted. "Try and remember things at your own pace."

"Okay," Ben replied. Then, noticing that his friends standing outside the door, he said, "You guys can come in."

"Sorry," the girl said as she and the boy walked in. "I know Uncle Carl just said you need to remember things at your own pace, but we were really worried." Then, shooting a brief glare at the boy with her, she said, "Well, I was, at least."

The boy shrugged. "I told you he's got a hard head. This isn't going to slow him down for long."

"Ben, this is Gwen, your cousin," his mother explained. "And this is Kevin, your…friend."

Ben raised an eyebrow at his mother's odd hesitation. "We are friends, right?"

Gwen quickly cut in with "You two used to fight all the time when you were kids. You've grown up since then." Then with another unimpressed look at Kevin, she added, "A little."

It didn't seem like she was giving him the whole story, but the way she was acting about Kevin did indicate there was at least some truth in it. Ben was about to ask more when Gwen's phone rang, and she quickly hung up in embarrassment.

"Sorry!" she told everyone. "I was calling around before to let everyone know Ben was okay. Looks like one of them called back, but I can talk later."

Well, at least that broke the awkward tension in the room. Ben smiled slightly as Gwen hurriedly put her phone back in her purse. He considered thanking whoever had called so suddenly, if he ever found out who it was. Memories or not, he knew already that he didn't like being in a situation as uncomfortable as this.

"Maybe you should get some rest," his mother suggested. "You still look a little out of it."

That sounded like good advice. He was tired and sore from the fight, not to mention whatever else might have happened to him that day. "Yeah," he agreed, lying down in bed.

His parents ushered everyone out of the room and turned out the light before gently closing the door. He could hear everyone's voices still in the hall, but his head felt too fuzzy to make any sense of the words. Instead of trying, he just lay there and repeated the names over and over in his head:

His name was Ben. His parents were Sandra and Carl. His cousin was Gwen, and his maybe-friend was Kevin.

If he just kept repeating them, maybe he would remember.

Outside, the others made their way to the living room. Once they were mostly out of Ben's earshot, the adults looked at the teens with more worry than they'd let themselves show before.

"Do you have any idea what might have happened to him?" Carl asked.

"Not yet," Gwen admitted, "but hopefully Grandpa can tell us what these things are."

"He is the expert, after all," Kevin agreed.

Gwen gave him a grateful look for his one act of maturity before turning back to her aunt and uncle. "And I'll see if I can find something that might help bring his memories back."

"What about the aliens and his watch?" Sandra asked. "I'd hate to lie to him, but he's confused enough already. He might have an overload."

"We'll have to just wait and see what he remembers," Carl affirmed. "Until then, we don't try to lead him into anything—no aliens, no other visitors, and no information unless he asks for it."

"I'd better let Julie know," Gwen realized. "She's the one who called before. In the meantime, someone better think of a way to tell Ben he's got a girlfriend." And with a pointed tone toward Kevin, she added, "Gently."

Kevin looked offended. "How can you say that? You don't trust me around my own friend?"

Gwen gave him a flat glare. "I don't trust you around him when he doesn't have amnesia. There are reasons no one believes you're really friends."

Smiles began to crack, but nothing reached anyone's eyes. It was hard to smile or laugh with this kind of crisis on hand. Before that choking sense of discomfort could settle in again, Carl said, "Gwen, let your grandpa know to call us if he finds anything."

"No problem," Gwen agreed.

"Try and talk him into visiting Ben too," Sandra insisted, ignoring the uncertain look on her husband's face. "It should do Ben a lot of good. They've always been close." Despite his own misgivings, Carl nodded.

"We'll do whatever we can to help," Gwen promised.

Gwen and Kevin headed to the door, and Carl and Sandra saw them out. It wasn't easy to watch the kids doing all they could to fix the problem, but at the very least, they knew that it was just as important that someone stay by Ben as he tried to remember.

Even so, everybody felt a degree of helplessness as Ben's unheard repetition continued into the night.

It was with a sense of desperation that Kevin and Gwen drove to the Rustbucket and got the discs to Max. It felt like they were on the clock, that every second wasted was a memory Ben could have regained. When Max didn't immediately recognize the discs and had to look them up in the Plumber database, they anxiously looked over his shoulder at the computer until finally a match came up.

"This doesn't make sense," Max said.

"What?" Gwen pressed.

She and Kevin backed up as Max turned around, holding up one of the discs. "These are VN-JX technology, a kind of neural compulsion device used on the planet Korinthos until they were outlawed decades ago."

"So…mind control?" Kevin guessed.

"But Ben was completely in control of himself when we found him," Gwen protested. "He was out of it, but that was the amnesia, right?"

"Most likely," Max agreed. "These discs are burnt out. Ben must have overloaded them somehow, so they couldn't take affect on him."

Kevin smirked. "He's really got a talent for breaking things, doesn't he?"

Gwen huffed and shot Kevin an exasperated glare before turning back to Max. "Would that have caused the amnesia?"

Max regarded the VN-JX disc with a serious look before explaining, "While it's true that VN-JX devices cause some memory suppression in order for the mind control to work more smoothly, there aren't any reports of full-blown amnesia like Ben's. Something else must have been used to boost the memory suppression."

Gwen was afraid to get her hopes up, but she cautiously asked, "So Ben's memories are still in there, but he just can't access them?"

To her immense relief, Max said, "Yes. He'll be able to recover his memories instead of having to relearn everything. Chances are he'll have an easier time with any kind of implicit memory—habits and procedures he was used to before the loss of the explicit memory."

"Yeah, we've seen something kinda like that before," Kevin added. "This one DNAlien guy, Tyler. Lost his memory fighting off the face-hugger but had flashes here and there."

"But he got his memories back when Ben used the Omnitrix on him," Gwen argued. "I don't think Ben's amnesia is going to be cured as easily."

"Probably not," Max agreed. "We'll have to keep looking for something to recover his memories. In the meantime, keep helping him remember what he can."

Gwen shot her grandfather a pleading look. "Ben could really use your help, Grandpa."

"And I'll be helping," Max promised. "Whoever had these discs is probably the key to everything. I'll keep looking for him."

"No, Grandpa," Gwen insisted. "Ben needs you. He's not himself—he's confused, out of it, and we can't tell him everything because he might get overloaded…" She sighed in frustration and shook her head. "You've always been able to help him. Just…please. He needs you."

They stared at each other for a moment in a test of wills. Unnerved by the silent argument, Kevin cleared his throat and said, "I better get you back, Gwen. Your folks're probably worried."

"Yeah," she sighed, turning to the door. Before walking out, she looked at Max one last time and whispered, "Please," before Kevin walked her out to the car.

Max set down the discs and put the computer on an automatic scan. For the past year, he'd tried to tell himself the hard truth that his grandchildren didn't need him anymore, that they were more than mature enough to handle things on their own. And each time he said it, Ben and Gwen always argued otherwise. But he knew better, even if they didn't want to admit it.

This time, he wasn't sure who was really right.

It was dark when Ben opened his eyes. He'd dozed off at some point during his repetitions, but somewhere in his half-asleep mind, he could at least remember what he'd told himself. Good. The new memories were staying put.

He ran a hand through his hair, coming across matted knots. The rest of his body felt sticky and sore. Making a face, he muttered, "Need a shower."

Automatically, he got out of bed and went to the wall, finding the lightswitch without problem. For a moment, he stood in surprise. He hadn't been paying much attention to everything in the room, so he was sure he didn't remember it from coming in.

Guess my memory's starting to come back, he realized, a smile spreading across his face as he made his way to the dresser.

Of course, finding his clothes wasn't as easy, now that he was actually thinking about what he was doing. It took a few tries before he found everything he needed, and he frowned in annoyance.

Okay, guess it's not going to be that easy, he thought.

He was pretty sure that the laundry hamper was in the closet, so he tossed his pajamas on his bed before opening the closet door. The moment he did, a flood of medals and trophies came spilling out in front of him. Staring at the awards and their decidedly unceremonious location, he wasn't quite sure what to think.

"…Definitely going to have to figure that one out later," he decided.

He kicked off his shoes into the closet and started trying to kick some of the awards back inside while he took off his jacket. He winced as one of the trophies touched a sore spot on his ankle, but he wasn't going to give it much thought until his jacket was off. As he threw it in the hamper, he noticed dark bruises circling his wrists, looking suspiciously like some kind of restraints. His stomach dropped as he hurriedly leaned over and pulled off his socks to see the same bruise pattern on his ankles.

He raced to the bathroom, operating on automatic again. Standing in front of the mirror, he pulled off his shirt. Bruises and cuts in various stages of healing were present over his chest and back. While he couldn't say he was completely covered in them, there were far more injuries than he expected a normal teenage boy to have.

Fear gripped him as he stared at his reflection and thought back on his family and friends. They'd seemed so glad to see he was okay before, but what if he was wrong? And even if he wasn't, why did he look like he regularly got a decent beating?

Pushing his fears aside, Ben turned on the shower before heading back to his room to throw his shirt in the hamper and grab his pajamas. He wasn't going to get anywhere by jumping to conclusions. If he was going to remember anything, he would have to analyze things carefully and take things one step at a time.

It was late night and Gwen couldn't sleep. Too much was on her mind about Ben having little on his—it would almost be funny if it wasn't so horrible. After tossing and turning for hours, she finally gave up. Wrapping herself warmly in her bathrobe, she collected her spellbooks and quietly made her way down to the kitchen, using her powers to bypass the sometimes creaky stairs.

It was a familiar routine. Taking care not to wake her parents, she made herself a cup of coffee as she pored over her spellbooks. Only this time, instead of looking for a way to reverse Kevin's mutation, she needed to find something that could help Ben regain his memories.

Hopefully, I'll have better luck this time, she thought.

Ben 10: Alien Force is the property of Cartoon Network. Sadly, I am not an expert in neurology, so I'm going with a form of memory suppression (not outright amnesia) that we've already seen in the show. It also helps to keep this story as a short character exploration piece. Information on memory (particularly explicit versus implicit memory) is from Wikipedia, Scholarpedia, and my college course on cognitive psychology. I will try my hardest not to use one specific model of the brain (such as referring to it as a "computer"), as it can sometimes be a pet peeve of mine, though I will probably make reference to specific regions of the brain at some point.