I don't own Ben 10 or any of the characters therein. This Fanfic is for entertainment purposes only. NONPROFIT YOU READ ME!

Chapter 5

Ignoring the desert's brisk night air Max Tennyson paced back and forth outside the Rust Bucket as he scanned the moonlit desert for any sign of his granddaughter or her companions. Not seeing any sign of them, he once again checked his watch before he again glanced at the walkie-talkie in his palm. It had been over a couple of hours since Wes and Gwen had taken off to track down the wolf accompanied by the Omnitrix wielding Carl Kirby and his miniature Galvanic mechamorph pet, and being the grandfather and retired plumber that he was he couldn't help but worry.

His eyes narrowed with distrust as his thoughts turned to the green eyed teen. Carl Kirby – which he sincerely doubted to be the young man's real name – not only knew about the plumbers, but as he reflected on their conversation before turning into an Appoplexian, also had hinted to knowing a lot about him and his grandkids – or at the very least important details about their summer trip across the country so far. Add in the fact the brown haired teen was in possession of an Omnitrix very much like Gwen's, the plot only thickened as even more questions were raised.

Of course he had put his suspicions to the wayside in light of the fact that Carl had selflessly also used his Omnitrix to save the lives of his two grandkids and Wes' granddaughter Kai, not just once but twice, earning the young man the benefit of the doubt – for the time being anyway.

There was also something else too, although he couldn't quite put his finger on it, there was something about the boy that seemed vaguely familiar. He couldn't quite put his finger on it, but the sense he had met the boy before still continued to niggle away never the less, which in truth did little else but only worry him all the more, unsure if that was a good or bad thing.

As he continued to wait, Max yet again anxiously glanced at the walkie-talkie in his hand, wishing for its speaker to come crackling to life as he questioned whether or not he had made the right decision.

It was then he was joined by Ben and Kai who had also been waiting for the others to return. "Any word yet Mr. Tennyson?" asked Kai hopefully, growing increasingly worried for her grandfather.

Max shook his head. "Sorry dear, nothing yet," he replied regrettably.

"Maybe you should call Mr. Green to see how they're doing," Ben suggested.

Again Max shook his head. "Not a good idea Ben," he replied with a sigh. "Situations like this require radio silence on our end. The last thing I'd want to do is accidentally give away their position if they were trying to get the drop on the wolf. But don't either of you worry, Wes knows how to handle himself, and my granddaughter can take care of herself in a pinch."

"And don't forget about that Carl guy," Ben added, comfortingly placing his hand on her shoulder. "You know he'll be there to bail out my dweeb cousin's butt."

Kai nodded and smiled reminded of how easily Carl had handled the Yenaldooshi before. "I suppose you're right," she said before giving a shiver under the desert's cold wind. "Come on let's get back inside so I can kick your butt at the Sumie slammers game again."

"Okay first off its Sumo slammers," Ben replied in mock offense. "And secondly, I am so kicking your butt."

"We'll just see about that," Kai coyly said with a chuckle as she headed back into the rust bucket.

"Hey grandpa, why don't you come inside too?" Ben asked his grandfather as he rubbed his arms to warm them. "It's getting kind of cold out here."

Max just chuckled, remembering how compared to some planets he'd been on the local night air was like high noon in a Florida heat wave. "I'll be fine Ben," he replied. "Don't worry about me. This old plumber can still take a little cold."

Shrugging, Ben nodded and headed back into the rust bucket to give Kai the computer game rematch of her life, knowing his grandpa would come inside if he felt the need.

Max smiled as he watched his grandson head back into the Rust Bucket, unable to help but admire how at ease Ben was towards all this. For a brief moment the veteran Plumber couldn't help but smile all little as he thought back to how proud his two grandkids had made him over the course of the summer. While most would have used their powers selfishly time and time again – which they occasionally had, but there really was no faulting them, considering they were only ten – his two grandchildren had used their powers to help people.

He smiled as he watched Kai and his Grandson play their videogame through the rust bucket's window. At least some good had managed to come out of all of this, he thought with a knowing smirk while Ben and Kai continued to hit it off as they passed the time waiting for the others to return.

He then gave a heavy sigh as he returned his focus for scanning the moonlit desert for any sign of the hunting party, patiently waiting for their return.

BEN 10. BEN 10. BEN 10.

Inside the Rust Bucket, Ben and Kai had resumed their game, each furiously clicking away on the buttons of their controllers as their selected videogame avatars duked it out on the small screen of the game system before them.

Ben snickered as his Sumo slammer quickly locked Kai's game avatar into a head lock and her life points began to rapidly diminish. At long last he was finally going to beat the Navajo girl.

Refusing to be beaten by the boy, Kai madly pounded the buttons of her controller to break free from her opponents death hold, but alas it was all in futility, no matter what she did the hold around her characters neck was absolute.

"Oh you are so going down!" Ben giddily cheered in triumph.

Kai scowled at the boy sitting next to her who in turn continued to grin as he stared at the screen, oblivious to her glare. If there was one thing she hated it was losing, especially to a boy, even if said boy was kind of cute.

It was then a wickedly devious idea came to mind and wry smirk spread across her lips. There was one way to get her game character out of this. "Hey Ben?" she began.


Instantly Ben's reply was stopped short, the words catching in his throat as the young girl's lips suddenly pressed against his cheek, causing his brain to short circuit and his controller to haphazardly tumble out of his hands.

With a devilish glint in her eyes as they remained fixed on the screen, Kai quickly seized the moment and began furiously pounding away at the buttons of her controller, causing her game character to unleash a massive salvo of devastating attacks on Ben's character. Until at last Ben's Sumo slammer fell before his opponent in a lifeless heap.

"K.O! WINNER!" the game announced as Kai's character bowed solemnly before her fallen opponent before then breaking all pretenses of respect, and began dancing about the displayed arena.

"Woohoo!" cheered Kai as she jumped up from her seat and joined her avatar's celebration by haphazardly mimicking the character's dancing.

Normally Ben would have immediately jumped up from his seat either to protest his loss or blame it on his 'faulty' controller, as he so often did with Gwen. However in this instance he seemed to be lost in a whole different world as he stared off into space with wide green eyes.

As Kai continued to laugh and dance in unison with her game character, Ben's brain at last rebooted. "Uh, what was that?" he asked, wondering if what had actually happened had happened.

"And he speaks," Kai laughed as she plopped back down beside him.

"You just kissed me," Ben said, still stunned.

"Well, that was kind of obvious," she admitted with a shrug before retrieving his game controller from the floor. "Just my way of saying thanks for the save earlier, and kicking your butt sumo style. Want to go again.?"

Ben couldn't help but a little. "Okay that is so unfair," he stated as he accepted back the controller.

Kai shrugged. "Maybe," she replied with a smirk, eyeing the still dancing game character. "But hey, it worked didn't it?"

For a moment Ben was trying to figure out just what to make of this situation. Was he supposed to kiss her back? In all honesty he would have wanted nothing better but it was then his cousin's words of warning replayed in his mind.

Finally he decided to just play it cool and act like it hadn't happened. "If you say so," he said shrugging as he returned the game to its character selection to pick a better fighter, secretly doing his best not to act as nervous as he feeling at the moment.

To his response, Kai couldn't help but arch an eyebrow as Ben studied the characters to make a better fighter selection than he previously had. A small smile then formed on her lips as she joined him in selecting a different character. "So do you go saving girls often?" she asked curiously.

Ben's first instinct was to go into full brag mode, but again remembering his cousin's words of wisdom he merely gave a second nonchalant shrug. "Maybe," he replied. "Usually me and Gwen are too busy trying to beat the bad guy to really notice."

"You fight a lot of bad guys?" she asked growing more curious.

Again he resisted the urge to brag, which was really starting to kill him on the inside. "Pretty much," he replied. "I kinda lost count a while back."

"Cool. What kind?" she asked.

At this Ben couldn't help but pause from his button pushing turn away from the screen and turn to the black haired girl. As much as reason told him not to he desperately needed to brag, just a little. "You name it," he chuckled. "Me and Gwen have taken down alien bounty hunters, giant robots, witches, and one seriously ugly dude named Vilgax."

Kai arched an eyebrow at the mention of that last part. "Vilgax? I think I heard my grandfather talk about him when some of his other plumber friends visited once," she said, recalling a few years back with a grimace as she remembered the sparks of fear that had glinted in her grandfather's eyes during that conversation. "Not a cool guy I'm guessing."

"Good call," Ben replied. "Think a twelve feet of psycho walking talking squid muscle on steroids with a real general hate-on for anything that breathes."

Kai shuddered at the mental image as she nodded. "So guess he's like your archenemy then huh?"

"More like Gwen's archenemy," he admitted. "Me, I got this nutbar wizard guy called Hex and his psycho niece Charmcaster."

At that Kai could only arch a doubting eyebrow. "Seriously?"

"Seriously," he deadpanned. "But on the plus side, I did get some sweet souvenirs off those guys."

At this Kai's interest couldn't help but be piqued. "Like what?" she asked intrigued.

With a smirk he produced Charmcaster's former spell book from his pocket. "Like this for one," he replied unable to help but boast, just a little. "Plus I got these sweet magic talisman things called the charms of bezel which pretty much give me awesome super powers."

Kai's eyes widened in amazement. "Wow, for real?"

Ben nodded. "Oh yeah," he replied, now almost in full bragging mode. "Want to see them?"

Kai nodded excitedly. "Definitely!" she all but cheered, which in turn caused her to blush somewhat in embarrassment as she quickly reigned in her excitement. "Er- I mean, yeah, sure it sounds kind of cool."

Ben motioned for Kai to follow him quietly as he got up and went towards the kitchen area of the rust bucket.

As he crept past a window, he checked outside to make sure his grandfather wasn't coming inside. He so did not want to get caught showing the charms off to Kai. In truth Ben was presently banned from using the charms until he had gotten a better hold on his magic – which in truth was not very likely to happen anytime soon.

Silently he opened the cupboard door under the sink and after second of shifting various items around, at last retrieved a large plastic Tupperware container, containing in it the five charms of bezel.

"So how do they work?" she asked curiously looking over the enchanted talismans as Ben removed the lid.

"Dunno," he replied with an unknowing shrug. "But pretty much all you got to do is touch them and I guess they just do the rest."

"So what kind of superpowers do you get?" she asked, unable to take her eyes off the charms.

At this Ben smirked, eager at the chance to show off. "Let me show you," he said, plucking one of the charms out from amongst the others.

While Ben tightened his grip around the charm in his left hand, Kai watched in growing fascination as the runes marking the talisman began to brighten with a hauntingly golden glow.

"Um… so what happens now Ben?" she asked nervously glancing up from the stone.

With a knowing smirk extending over his lips Ben then reached into his pocket with his free hand and retrieved a quarter from his pocket. "Check this out," he chuckled. "Heads; you win, tails; I lose."

With a confused look now painted on her face, Kai watched as Ben then flipped the coin high into the air with his thumb, which after a brief fleeting moment of reaching its peak altitude, then was returned to the claim of gravity as it fell back from whence it had come.

The two watched as the coin then hit the floor, bouncing a couple of times before at last came to a stop… on its edge.

"Huh… guess that means I win," Ben jokingly observed as Kai stared at the coin somewhat dumbfounded as it impossibly continued to stand on its edge.

"How…?" Kai asked, looking back and forth from the coin to Ben in confusion.

"Think the ultimate good luck charm times like a million," Ben joked as he loosened his grip from the talisman causing the glow fade from the charm's runes.

"Cool!" she exclaimed staring at the small talisman in awe.

"I know, right?" he replied as he put the luck charm back in with its counterparts.

"So what do the other ones do Ben?" she asked, excitedly gazing in at the other talismans.

Ben grinned. "Let's see… lightning… make fire balls… I think reincarnation or something," he replied, individually pointing to each different charm.

"Reincarnation?" Kai parroted raising a curious eyebrow. "What's that one do?"

Ben shrugged. "Beats me," he replied. "I haven't exactly been able to field test most of these. Grandpa says I should 'get the basics down first'. Which I soooo don't get, I mean I'm totally a magical superhero, but that so doesn't matter to him."

Kai couldn't help but give an understanding nod. "I so know what you mean," she replied somewhat sadly, reminded of what her grandfather had told her back at the museum. "I've always wanted to go hunting with my dad and grandpa and show them I'm just as good a brave as any boy, but they're all 'only boys can be hunters Kai, it's tradition'. At least your grandfather's willing to give you a shot Ben."

Ben couldn't help but feel a pang of guilt pull at his heart a little, seeing the disheartened expression she now wore that perfectly mirrored the one she had worn I the museum when Wes had denied her the chance to help hunt down the werewolf.

Hoping to try and comfort and maybe lift her spirits, he supportively placed his hand on her shoulder. "Um listen Kai," he began, hoping not to screw up by saying the wrong thing. "Try not to let that stuff get you down, you know? You know you can do that stuff, and uh, well I mean I guess that's all that really counts right? I mean look how you helped us find that cactus thing, and that was when it was dark too."

At this Kai's cheeks reddened ever so slightly as a small smile formed on her lips. "Thanks Ben," she said awkwardly glancing away in slight embarrassment. "That's really sweet of you to say."

"Well it's true," Ben replied sheepishly. "Heck, with skills like you have I'd bet if you wanted you could be a plumber some day. All the old stories Grandpa talks about of his plumber days sound like the job would be perfect for you."

"Really?" she asked with a big smile. "You think I could be good enough to be a plumber?"

Ben nodded. "Totally," he replied. "Heck, I'm going to be a plumber when I finally grow up and I'm a total doofus. So I know you could be one easily if you wanted too."

Smiling a big smile Kai nonchalantly – if not slightly awkwardly – inched herself closer next Ben, wanting to be just a little closer to the brown haired boy. Being around a sweet guy who wasn't caught up in old tradition was nice, and it didn't hurt that was kind of cute too.

"Hey, um… Kai?" Ben began, blushing slightly as he noticed the closed distance suddenly between them.

"Um yeah?" she replied with nervous a smile, instinctively inching away from the boy as she sheepishly gazed into his eyes, the moment between them having suddenly become heavy with tense anxiety.

Seeing she was looking at him with her big beautiful brown eyes, Ben couldn't help but give a panicky gulp as nervously stared back at her. "Would like to uh… er… see what this one can do?" he quickly finished in a nervous panic, quickly holding up another of the talismans as he mentally smacked himself upside the head guessing he had just done something stupid.

Kai stared at him blankly for a second before she then gaze a small giggle and nodded, inwardly relieved as she realized this kind of thing was probably as awkward for him as it was for her. "Let's go," she replied, eager to see some more cool magic.

Ben grinned as the runes on the small charm in his hand began to glow. "Hope you don't get airsick," he couldn't help but knowingly chuckle as he readied himself.

"What do you-?" Kai began puzzled before she was cut off by a startled yelp as she and Ben began to glow with a faint pink aura as they were slowly lifted off the ground by some unknown mystical force.

While they continued to drift upwards, instantly Kai she clamped her arms fearfully around the brown haired boy, admittedly not quite the reaction he had first expected, but since the girl he was majorly crushing on was clinging to him for dear life it was a welcome one nonetheless.

"B-B-Ben!" she squeaked in terrified alarm as she tightly clung to him for dear life.

"Hey don't worry Kai," he assured as they floated in mid air just a few feet as he risked the chance of taking hold of her hand. "Seriously, you can let go I totally got you Kai. Just um, don't let go of my hand okay?"

Nervously Kai slowly loosened her hold around him, squeezing his hand nervously as she began to drift from him. Her anxiety slowly was relieved as he supportively returned the squeeze to her hand, and she allowed her pause and drink in the moment. "W-w-we're f-flying," she breathed in nervous awe, amazed that at this very moment they were now floating in mid air, something she had only ever dreamed of before.

"Pretty cool, huh?" Ben said, smiling at the wonderstruck expression on Kia's face.

Kai for her part could only nod vigorously, lost in the incredible wonder of the moment. "Totally cool," she at last replied after a few seconds had passed, allowing her to at last find her voice again.

Daringly Kai then shifted her weight ever so slightly causing the floating duo to slowly rotate. Both began to laugh as they began to revolve in midair until they had turned completely upside down. "Whoa head rush," Ben chuckled as he then shifted his body weight which caused them to drift across the room.

Laughing as they began float to the front of the RV, Kai was then suddenly struck with an idea and she reached down to press the radio button on the dash board. "Come on Ben, let's dance," she laughed excitedly as she adjusted the setting to her favorite radio station.

Ben paled nervously as music began to play for the drifting airborne duo. "Dance?" he replied with a nervous gulp.

"Yeah," Kai replied excitedly, squeezing his hand as they floated back into the main area of the rust bucket. "Let's do it. I mean dancing while I'm flying, when will I ever be able to get the chance to do that?"

"Uh yeah, um sure," Ben replied nervously.

"What don't tell me you've never danced with a girl?" she replied with a chuckle, reading the expression on his face like an open book.

"Sure I have!" Ben anxiously protested, lying through his teeth. "Lots of times."

"Uh huh," Kai replied with a doubtfully dubious expression, less than fooled. "So I'll take that as a 'no' then?"

"Uh… yeah, I guess," Ben finally admitted after a long pause.

Kai grinned a big teasing smirk as the song on the radio concluded and was the replaced by a much slower more intimate one. "So the great and powerful magic boy can't dance huh?" she giggled. "I got to say I'm just a little disappointed."

"Hey I can-!" he began.

"Relax Ben," Kai interrupted, placing her index finger over his lips. "Fortunately you have me, and I just happen to be awesome at it. Now let's hurry up already, I love this song."

As the music continued Ben instinctively gave a nervous gulp as Kai then put her free alongside his waist and he returned the action, albeit nervous as he assumed that was what he needed to do.

"Hey!" Kai exclaimed startled anger.

"What? What?" Ben exclaimed panicked as he quickly ripped his hands from her waist. "What did I do?"

Unable to help herself Kai burst into laughter as she took Ben's hand and placed it back on her side. "N-nothing," she replied between giggles. "Just messing with you."

"So not funny," Ben said with a humiliated scowl.

"No it is," Kai replied with grin. "But seriously now just follow my lead, okay Ben?"

Again Ben gulped as he replied with a nervous nod and with that the duo slowly floated about the room dancing to the slow song playing its melodies from the front of the RV.

As they danced, each nervously stared into the others eyes, seemingly lost in the moment's magic of what was their first boy girl moment, Ben with his first crush and Kai with the coolest – and cutest – boy she had ever met.

After several minutes had passed and the song at last came to an end Kai bit her lower lip nervously as she looked into Ben's green eyes, and it was then while they continued to stare into the other's eyes, her anxiety began to grow while as twinge of guilt panged at her chest.

For whatever reason, her thoughts had drifted back to what that guy Carl had said earlier back at the museum, how his first crush had been some weirdo who had wanted to treat him like some kind of pet. At first she had scarcely been able believe that anyone from this area could be so deranged, but thinking back on recent events she had to admit – to her growing shame – that she had been guilty of such disturbingly similar thoughts. Thoughts such as when while helping poor Gwen and watching her slowly transform to what they had thought to be a Yenaldooshi, Kai's mind had excitedly raced with ideas of taming and training the girl once she had fully turned, instead of feeling concern or worry for the redheaded girl. Why even now, in these last few moments Kai realized how she had been more interested with Ben's magical powers than him.

It was for this that made her question herself. Just what kind of person was she for her to think like that? Had she really been so shallow, so superficial? Surely she was better than that, right?

"Uh, Kai are you all right?" Ben asked noticing the distant far off glint in her eyes, lost in self reflection.

Kai blinked, quickly snapping back to the present, realizing how she had just spaced out, spaced out while dancing with a boy while floating in midair, a truly magical moment. Which – she was reluctantly forced to admit – only once again illustrated the kind of person she was.

Ben was this really nice really great guy, and it was obvious that he really liked her, but as she looked into his eyes she had to reluctantly confess to herself that she hadn't really felt the same. Now though, as she had come to realize these things, she wasn't so sure.

These last few moments of reflection and realization about herself had opened her eyes to how she had been acting, and opened her eyes to those around her, outside of the little world of Kai.

Ben was funny, sweet, and really caring, and although he was kind of immature she had to admit, also kind of cute; all qualities that were rare at best. Up until now he had just been some boy whose grandfather knew her grandfather, but now she was beginning to see him in a whole new light.

Ben was a great guy, one who had risked his life to save hers, not once but twice. A fact she was disturbed to just now realize.

"I'm okay Ben," she at last replied with a warm smile.

Another pause of silence passed between the two as the floated about the room, slowly moving to the now seemingly distant music as they continued to stare nervously in the other's eyes, both wondering just what he and she should do.

Kai gulped as her mind seemed to race with question and confusion.

Could she? Would she? Should she?

Finally after a moment of nervous debate and staring into the floating brown haired boy's emerald greens, she at last worked up her nerve and awkwardly leaned in close to complete such a magical moment, softly touching her lips to his and causing Ben's green eyes instantly to widen in dumbstruck shock and his body to stiffen like a statue.

It was a first kiss, but a simple enough first kiss, a mere innocent quick pecking of lips to another, a short lived embrace lasting only the briefest moments ending just as soon it had began, and while it wasn't the kiss of the ages rivaling those carved by the great lovers of history, it was one both Ben and Kai would remember fondly for the rest of their lives.

As the music then came to its conclusion, only to quickly be replaced by a commercial, Kai could help but giggle at the stunned frozen expression the brief kiss had left etched on the young boy's face. "So Mr. Magic Guy," Kai began with giggle, still smiling at his face. "How do we get down now? I'm dying to kick your butt at that game again."

Snapping out of his stupor Ben's face paled in sudden panicked realization. Gulping, he nervously cast the Navajo girl a sheepish apologetic grin and chuckle, suddenly recalling he had yet to master that part of working the talisman. Oh well, how hard could it be, right?

BEN 10. BEN 10. BEN 10.

Max rubbed his arms rubbed the sides of his arms vigorously, briefly staving off the chill of the desert night air as he continued to stare off into the moonlit distance, nervous worry painted on his face for his old friend and granddaughter as he again took note of the time.

Wishing to make better use of his time as he continued waiting, the retired plumber instinctively tried distracting himself with other matters, to be more precise the specific matter of the boy otherwise known as 'Carl Kirby'.

In all honesty he wasn't entirely sure just what to make of him. The boy was an enigma; that was for certain, and so far, one which he didn't like.

He supposed it could just be mere coincidence, the timing of the young man's appearance coinciding with this Yenaldooshi business, after all the same was said for them, but he doubted it, the young man's demeanor throughout this whole affair belied that notion.

The circumstances of his granddaughter's newly acquired form… the alien werewolf… this whole thing in general… it all seemed as though 'Carl' had known exactly what had been going on the whole time. Then finally there was also the matter of his dubious identity, all of which brought up the real question of just who was 'Carl Kirby' and what were his motives?

His first answer to this question naturally was the Omnitrix, given that that was what everyone wanted from them. However in this case he wasn't so sure, given the fact that he also possessed his own watch. Which disconcertingly enough in and of itself raised even more questions.

Even more disconcerting was the boy's apparent knowledge of Gwen's watch, something which so far had only been known by the wrong people, a trend which did not exactly make any points in the boy's favor.

Of course all this was under the assumption that 'Carl Kirby' was an enemy, given his heroic actions so far he could just as easily been an ally.

In all honesty part of Max really wanted to believe that. For all the havoc and adventure they'd experienced this summer since Gwen's watch had fallen from the sky, they knew as much about it and its origins now as they did then, and it would be nice to at last have some answers, answers which 'Carl' just might have.

And then there was this persisting feeling that he had met the boy from somewhere before. A bizarre feeling of déjà vu at the back of his mind that he had met 'Carl Kirby' at some point or another, but where or when seemed to elude him just out of his grasp.

Max sighed as he leaned against the rust bucket, his back feeling somewhat sore from standing so long – just another of the numerous shortcomings of the middle age experience. It seemed no matter how he mulled things over it all came down to the question. 'Who was Carl Kirby?' A friend… an enemy… or perhaps something more…

In the end though – or at least for the moment – he supposed it didn't matter who Kirby was. There were more important things to worry about until that bridge was crossed, such as exactly what an alien werewolf was doing out here in the desert, and of course the forefront being where was his granddaughter and the others and how were they fairing?

It was then however that his musings were interrupted by crash and clamor of pots and pans from inside the rust buck.

"What on earth…?" he muttered as he turned to open the door.

His question was immediately answered from within by a girlish shriek from a certain Navajo girl and a familiar groaned; "Aw maan!"

He sighed, shaking as he pulled on the door handle. Just what had his grandson done now?

His question was quick to be answered as he pulled the door open to reveal what he wagered to be virtually everything inside of the RV that wasn't nailed down aimlessly flying about, and floating in the epicenter amidst the chaos, a hapless Ben and Kai.

Staring at the ill fated duo, Max was forced to suppress a smile as he briefly toyed with the idea of simply stepping back outside and forgetting he had seen any of this, leaving them to their fate. Lord knew it certainly would have made a fitting punishment. Not to mention just plain funny.

Swatting aside some fast flying frozen leftovers that had managed to escape from the fridge, the brown haired grandson of the retired plumber cast his grandfather a sheepish grin, silently praying that by some miracle said grandfather wouldn't notice. "Uh, hey Grandpa," Ben greeted as nonchalantly as his current predicament would allow, which as one could imagine was virtually nonexistent at this point.

Watching the seemingly impossible spectacle, Max could only stare in wide eyed slack jawed awe, completely at a loss of all to the sight of the chaotic scene before him. He was a decorated plumber, a veteran member of an elite organization spanning the galaxy and beyond, he had seen things that no one would believe or should ever see, there was just about nothing in this universe that surprised him anymore. And yet, somehow that was the very thing his grandson never ceased to excel at.

"Look out Mr. Tennyson!" Kai shouted.

With near Kineceleran fast speed, Max's seasoned plumber honed reflexes sprang into action as he instantly snapped out of his stunned stupor and ducked, narrowly dodging a frying pan that suddenly came rocketing through the doorway and off into the starry night sky.

Yes, nothing could surprise him. Save that is, for the endless magic fueled antics of one certain brown haired green eyed grandson which seemed to grow more and more impossible than the last.

"Care to explain this mess Benjamin?" Max queried crossly as boarded the vehicle, crossing his arms as he cast the floating boy a cold glare which radiated the certainty of imminent punishment.

"Um, not really?" Ben offered nervously, flashing his grandpa a sheepish grin as he dodged a low flying dinner plate. He was SO busted!

"Uh huh," was Max's less than surprised reply before turning to the floating Navajo girl, who at the moment was just trying to keep a swarm of attacking table spoons at bay. "Care to add anything to that young lady?"

"Ben did it!" she wailed as she swatted away at the silverware with a spatula.

"Hey!" Ben protested at the sudden betrayal.

"He was showing me that charm thingy and then everything just went all crazy! Pleeease Mr. Tennyson!" she begged while finding off a flying pile of dirty laundry. "Pleeease make it stop!"

Sighing Max shook his head as he walked over to his grandson and grabbed hold of the magic charm still in Ben's palm. "You two brace yourselves," he warned as he then quickly pulled the glowing Bezel charm of flight from Ben's hand.

No sooner had the small charm been removed from Ben's palm then its glow faded as did its hold, leaving both Kai and Ben to give twin startled yelps to be suddenly brought dropping to the floor along with the rest of the drifting debris, resulting in a massively unified teeth jarring ear splitting crash throughout the motor home.

As both kids slowly pulled themselves up from under the debris with matching groans, Max kneeled down to help them to their feet. "For the record I was totally about to do that," Ben quickly said, pulling some of his grandpa's left over squid scampi surprise out of his hair as he cast Kai a sheepish apologetic grin.

Less than thrilled, Kai – to her credit – resisted the impulse to scream in absolute revulsion, instead merely saying nothing as she maintained an impassive – yet distinctly annoyed – poker face while pulling the rancid smelling pieces of Ben's dirty laundry off her as she wiped away gobs of green slime from her hair, the later being from one of Max's leftover cuisine that had escaped from the fridge during the fracas.

"So just which one of you wants to explain why the inside of the rust bucket looks like a trash compactor?" he asked as he brushed away a pair of Ben's unwashed sweat socks that had fallen on his shoulder, looking down at the duo once gain crossing his arms.

Both kids instinctively turned away from his scolding gaze, shamefaced.

"Well?" he asked, still waiting.

Glancing over at Kai, Ben gave a heavy sigh, guessing it was time to come clean, figuratively speaking anyway. "It was my fault Grandpa," he confessed. "I was telling Kai about our summer and-"

"-I asked him to show me some of his magic thingies," Kai instantly cut off to the ten year old's surprise. "All this was my fault Mr. Tennyson."

Stunned by her sudden confession Ben stared wide eyed at Kai in disbelief. What was she doing? Whatever it was there was no way he was going to let her get in trouble. "No way Grandpa!" he exclaimed. "It was totally all me. Kai had nothing to do with it, I swear!"

"No Mr. Tennyson Ben's just trying to be nice. I pushed him into it, so it was my fault," said Kai, wondering just what Ben thought he was doing. If she took the fall then Ben's grandpa wouldn't be able to punish him, just why did boys have to be so thick headed?

"No Grandpa, it was me!" insisted Ben.

"Don't listen to him Mr. Tennyson it was my fault."

"No it's my fault!"

"No it's mine!"

"No mine!"

"No mine!"

Max could only stare in growing amusement as this back and forth blame game continued, both trying to take fault for this mess, seeing as usually in cases like this – the majority being between Ben and Gwen – the situation was reversed.

"Just what is your problem Kai!?" Ben exclaimed in frustration, apparently too oblivious to see what she was trying to do. "I'm the one who did it!"

"Because you big lunkhead, I'm trying to keep you from getting into trouble because I like you!" Kai snapped back. "But if your too dumb to figure that out and want to take the blame so badly then fine! It's all your fault! I hope you're happy!" She then stomped on Ben's foot resulting in a sharp yelp from Ben and stormed out of the RV and slammed the door behind her, huffing her frustrations aloud to the stars above. "BOYS!"

Hopping around one foot while cradled the other in his hands Ben quickly lost his balance and fell back to the floor. "Owwww," he ground as his grandfather once again helped him back to his feet. "Grandpa, what just happened?"

"Son, if I knew that, it would have saved me a lot of time with your grandma," he replied with a chuckle.

Ben blinked, completely lost. "Huh?"

"I guess your folks haven't had that talk with you yet," Max sighed with a smile and a chuckle. "But what I do know is you should wait a few moments for her to cool off before you apologize."

"Apologize!?" Ben exclaimed in shock. "But I was trying to keep her out of trouble, and she's the one who stomped on my foot! If anything she should be thanking me."

"Sorry sport, but it doesn't quite work that way," he replied, tussling the boy's hair. "She wanted to take the fall for you, whether you like it or not."

"So I should have just let her take the blame then?" Ben guessed.

"Nope," Max replied. "You did the right thing, even though it was still wrong. Rule number one son, when it comes to girls they're always right, especially when they're wrong."

"But that's so not fair grandpa!" he exclaimed with a cross-armed pout.

Again Max chuckled. "Welcome to what we old pros call the 'no win situation' Ben," he said with a smile. "Now why don't you go out there and say you're sorry. I'll try cleaning things up in here."

"Thanks grandpa," Ben sighed as he headed to the door to try and apologize to Kai.

"Good luck," Max chuckled.

As he reached to open the door, the young brown haired boy paused as he turned back to his grandfather. "Uh grandpa?"

"Yes Ben?"

"Am I still in trouble?"

Max simply looked at the boy, arching an ironic eyebrow as he cast him an amused smirk. "What do you think?"

Ben groaned. "Ah maaaaan!"

BEN 10. BEN 10. BEN 10.

Hurrying after the incensed Navajo girl, Ben quickly burst out of the RV door like a shot, and upon spotting her standing a scant few feet from the rust bucket as she gingerly picked away bits of food that had drifted into her hair during their brief misadventure, anxiously staring off into the distance, more than likely thinking worriedly of her grandfather again. "Yo Kai, wait up!" he called after her, quickly running up to her. "Uh look Kai, I'm soooo sorry for getting you in trouble with my grandpa."

In truth Kai had all but forgotten about it. Simply being outside had been enough to reignite her fears for her grandfather and the others. Needless to say she was more than relieved for the distraction. "So then you admit it was your fault," she replied, turning to him with a small smirk pulling at her lips.

To this Ben returned her smirk in kind. "Uh, hello! It was so totally your fault," he joked with a chuckle. "Remember? You said it like fifty times in there."

Not expecting that as an answer, Kai stared at him for the longest moment, until finally she pursed her lips in playful mock annoyance as she failed to suppress a giggle. "It was more like five times," she retorted. "And for the record, you said it was your fault just as much as I did."

"Did not," Ben replied with a chuckle.

"Did too," Kai countered with another giggle.

"Did not."

"Did too."

"Did not."

"Did not."

"Did to- hey!"

Unable to help herself, Kai began giggling hysterically.

"I can't believe I just got Bugs Bunnied," Ben moped sourly. "So lame."

"Y-yes, yes you a-are," Kai replied between giggle fits. "Thanks f-for that b-by the way. I-I've always wanted to do th-that to somebody." She then took hold of his hand, giving it an affectionate squeeze as her giggles begun to subside. "But for the record, the lame's outweighed by the cute."

Ben blinked, staring into her amber brown eyes with uncertainty. "Um, so uh, does this mean you're not mad anymore?"

Kai stared then finally rolled her eyes, shaking her head in disbelief. Boys "Like I said. Cute," she replied, leaning in as she kissed his cheek, chuckling as Ben's face quickly reddened excitedly. "Definitely cute."

As his face continued to redden from the kiss, a dopey smile spread itself from ear to ear, guessing that answer to be a 'no'.

Kai couldn't help but smile at the sight of Ben's reddening face, glad he was there to help take her worried mind off the others hunting down the alien Yenaldooshi.

Once again she squeezed Ben's hand, again reminded of the possible perils her grandfather might very well be facing at that very moment. Now more than ever was she glad that she had Ben there with her, if only for the sake that he eased her fears.

"Ben?" she asked, gazing off into the distance nervously.

"Uh yeah?" he replied, slowly snapping out of his reverie.

"Do you really think they're all okay?" she asked, once again squeezing his hand. "I mean what if something happened? What if-"

"Come on Kai, don't even think that," Ben quickly cut her off. "They're totally okay. I just know it."

Kai exhaled a worried sigh, not as fully convinced as she like to be. "How can you be so sure Ben?"

Not really having an answer, Ben could only shrug. "I don't know. Just do is all. Gwen's taken down dudes way worse than this before, and that was all by herself. With your grandpa and those Carl and Ship guys backing her up there's no way wolf guy's got a chance."

Just then, as if on cue, he heard the familiar sound of rapidly beating wings fast approaching. Immediately both gazed up skywards to see the incoming hunting party carried by Putrifly quickly descending towards them, on her back rode Kai's grandfather and held securely in her alien hands, the mini mechamorph Ship who was very much enjoying the change of pace from being the usual means of transportation.

"Grandpa they're back!" Ben excitedly shouted back into the rustbucket as the Lepidopterran heroine and her passengers made her approach.

Without a moment's hesitation, Max swiftly exited the RV to join the two kids in greeting the others as they landed. A nervous knot quickly formed in his stomach as his plumber trained eyes immediately noticed the absence of one enigmatic Omnitrix wielding teen.

Nervous knots quickly formed in his stomach

"Boy am I glad to see you guys!" Max shouted up at them as they continued their descent. "What happened? Where's Carl?"

As the trio touched down, and Putrifly's passengers dismounted from the noxious winged alien, Wes was about to answer but was stopped short when Kai ran up to him and greeted the middle aged man by practically tackling Wes to the ground in a tight bear hug, tear of joy and relief running from her eyes. "Grandfather are you alright!?" she sobbed into his chest, squeezing him even tighter, clearly having been more worried than she'd let on. "I was so scared I'd never see you again!"

Glad to be back with his granddaughter, Wes happily returned the hug as a little more air was forced from his lungs. "I'm fine Kai," he wheezed. "And I'm sure I'll be even more fine once I can start breathing again."

Realizing she was squeezing the life out of him, Kai quickly released her grandfather, blushing in embarrassment. "Sorry grandfather."

"Glad to see you three are alright," Max greeted with some relief.

"So where's Carl at?" Ben asked excitedly, cutting right to the ten million dollar question on Max's mind.

A moment of poignant silence passed between Putrifly and Wes as the both looked to the ground, saddened.

Already guessing Carl's absence did not bode well, Max looked to Putrifly to confirm his suspicions. "Gwen?"

Putrifly remained silent as she simply turned and slowly skittered into the RV, followed after by Ship. It was a deafening silence that spoke volumes to the retired plumber.

"Oh," he at last said remorsefully.

As his grandfather followed after his alien cousin, guessing she might need a shoulder to cry on, Ben remained oblivious and confused to why everyone suddenly seemed so down. "Um, what's with all the sad looks?" he whispered Kai. "Everyone's here, and Carl's-" Suddenly cut off from a sad scolding glare from the Navajo girl Ben's eyes quickly widened as he was then struck with realization, suddenly understanding the implications of everyone's gloomy expressions. "…oh."

He really needed to learn when to shut up.

BEN 10. BEN 10. BEN 10.

As Max entered the Rust Bucket, he found his granddaughter sitting in the middle of the floor just staring blankly off into space, waiting for her omnitrix to finally time out as she sadly petted the mini mechamorph Ship sitting by her side, purring in utter contentment as she affectionately caressed his head.

Telling from the distant look in her she seemed to be in a shock over Carl's absence, Max simply took a seat next to her on the floor and remained quiet for a few moments, just being there for her, until, after several moment of waiting he at last spoke, hoping she was ready to talk about it. "So what happened Gwen?" he finally asked.

"M-my watch ran out of power and we had to run," Putrifly began, stammering as she fought back tears forming in her alien eyes. "C-Carl stayed behind to take down th-the wolf and the next thing we know there was a cave in." She then paused, doing her best not to break out into tears. "After that w-we had to come back. W-we don't know what h-happened t-to Carl after that."

"Ship," Ship said, nudging his head against Putrifly's hand to comfort her.

Just then the Omnitrix crest began to flash red and then in a sudden burst of red transformative light the female Lepidopterran form of Putrifly was replaced by the ten year old form of Gwen Tennyson who suddenly burst into tears, unable to hold them back any more. "Grandpa we have to go back there! I know he's still alive, I just know it! We have to go back and help him!" she said urgently, crying her eyes out. "It's my fault he's-"

"Don't say that for as second!" Max interrupted.

"But grandpa-!" she protested.

"No! Not another word Gwen!" he again cut off. "Look, I might not have been there, but it sounds to me like there was nothing you could have done."

"I-I know Grandpa," she sobbed. "B-but still… I-I just wish I… I don't know, I just wish I could have been there for him."

"I know you do sweetie, I know," he replied, comforting her with a hug. "I've been exactly where you are."

"Y-you have?" she asked, wiping her eyes as she stared at him surprised. "W-when?"

"Back in my plumber days," he answered, exhaling a lamenting sigh. "I lost more than my share of friends."

"Oh… I-I'm sorry," she replied, suddenly feeling even more guilty now.

"Don't be sweetie," he replied with a comforting smile. "It comes with the territory. They were all good people, and they all knew the risks. And something tells me so did Carl."

"Ship!" Ship supportively affirmed with a bark, nuzzling the girl's hand again.

Gwen smiled a little as she gave her grandpa a big hug, somehow feeling better by that fact. "Thanks grandpa, I feel a little better now."

"Good, because that was what I was going for," he chuckled, returning the hug in kind. "Now let's get to work, okay?"


Max smiled as he rose to his feet and made his way to nearby cupboard. "We'll you're the one who said he's still alive, right?" he asked with a chuckle as reached under the cupboard and pressed a concealed button, immediately opening a panel in the wall bearing numerous manner of plumber tech. "I learned a long time ago from your grandmother to know enough to trust a woman's intuition. And besides, if he's even half as tough as you are with that watch of his as you are, then he's got to be okay, right?"

With a new sense of hope and elation overcoming her, Gwen smiled a big grin and nodded quickly wiped any remaining tears from her eyes as her grandpa quickly loaded up on plumber gear. "Right," she replied in full agreement.

"Alright," he began as he finished gearing up. "We'll wait for your watch to recharge and then-"

Before Max could finish, a mighty ominous howl peeling throughout the night air outside suddenly cut him off.

All color immediately drained from Gwen's face as a chill of utter crept up her spine. "No…" she whispered in horror. The sound of the howl all too familiar. "I-it can't be."

"Gwen! Grandpa! You might want to out here!" Ben nervously called from outside.

Quickly Max and Gwen swiftly bolted for the door and ran out to join the others.

No sooner had the stepped out of the RV then the two Tennysons exhaled twin gasps of horror. It had taken a moment to find, but once their eyes adjusted to the night and caught sight of it, there was no turning away. There, crouching no more than a mile and half away, menacingly perched atop a small mesa as its eyes reflected the light of the full moon, seeming to glow like the very fires of hell itself, was the wolf.

"It's not possible," Wes breathed in alarm. "Nothing could have survived that."

As if to rebuke Navajo man, the distant wolf unleashed the pitch of another menacing howl towards the glow of the moon looming overhead.

The alien wolf leapt from the mesa and hit the ground running, bounding towards the Rustbucket and all gathered there like a ravenous mad dog out for blood.

"Wes take these," said Max, tossing his friend the keys to the RV. "You take the kids and get out of here while I try and take that thing down. There's plenty of weapons in the Rustbucket in case I don't. Now get out of here while the getting's good!"

Nodding Wes quickly ushered Gwen, Ben and Kai towards the vehicle. "You heard Max kids, it's time to go," he instructed.

As Kai ran into the vehicle, Ben and Gwen remained where they stood, Ben steadfastly so while his cousin seemed lost in a daze as she stared at the fast approaching Loboan.

"No way!" Ben protested. "You and Kai go, we're staying to help grandpa!"

"This isn't up for debate Ben!" exclaimed Max as he readied his weapons towards the fast approaching Loboan.

"So not happening grandpa," Ben countered stubornly. "I can help with my magic mojo action, and so can Gwen with her lame watch. Right Gwen?"

Gwen didn't answer, instead she continued to simply stare in wide eyed silence at the approaching monstrous alien rapidly bearing down towards them all, seeming lost in shock.

It was then however, as a familiar chime rang from the device on her left wrist, that she immediately snapped out of her revelry.

Hatefully Gwen's eyes narrowed with the enraged of glares towards the incoming alien. How dare that monster be here when Carl wasn't?! How dare it continue to still breathe after what it had done?!

Seething with utter absolute rage, Gwen reached for the omnitrix. While she hoped with everything she had that somehow Carl was somehow still alive, a small part of her still feared the worst. But right now it didn't matter, all that did was the task at hand. "Don't worry grandpa, this one is all mine," she said with a dark growl as she twisted the dial to display the available Petrosapien form. If Carl was alive then she would find him and save him, but if he wasn't she would be sure to avenge him here and now. "Let's just see how well that thing howls with a diamond hard fist shoved down it throat."

And with that she pressed the dial down, activating the alien device.

In a brilliant burst of emerald light, Gwen was instantly enveloped by the unleashed omni energy as her body was instantaneously reshaped and reforged from that of her human form to one of otherworldly design. However, in lieu of the form of the physical power of a Petrosapien, Gwen omnitrix had instead opted for a form of a far different kind.

"Cr-!" she began only to stop short, instantly noticing the grey skin of her hands and the fact everyone now towered high above her.

Using her vastly superior genius brain it was easy for the small redheaded heroine to deduce what form the omnitrix had unexpectedly forced her to take on. "Intel X!?" the new formed diminutive Galvan redhead shrieked in dismay. The miniscule form clearly being not the one she had intended. "Are you freaking kidding me!"

"That one's supposed to stop a Yenaldooshi?" Kai couldn't help but ask in surprise as she stared down at the tiny grey skinned alien.

"No it's not!" Intel X snapped at the Navajo girl gazing down at her. "There's no way I could take on that thing like this. That wolf will eat me up and spit me out, literally!"

"So then why did you-?" Kai began confused.

"I didn't! This is just another in a long line of omnitrix malfunctions!" shouted Intel X, enraged by her own uselessness. She then glared ruefully over her shoulder at the dial strapped to her back, wishing that, for just once, it would do as she wanted. Completely losing all control of her temper, she reached back and smacked the dial in a sudden fit of anger with an audible SMACK! "Stupid watch!" she exclaimed in a huff, angrily striking the dial again.









Without warning, as her small hand once again struck the dial on her back, a chime suddenly rang out from the dial and a blinding flash of green transformative light instantly burst from the alien.

When the light faded everyone's jaws dropped as they instinctively took a step back. Now in their midst, towering over them all with a height of nearly eight feet tall, and bearing the dial of the omnitrix on her feminine chest, stood the svelte form of a female Appoplexian.

"What the-!" she exclaimed in surprise, dumbfounded by the sudden change.

"Whoa," Ben breathed in awe.

Quickly looking herself over, the newly formed Appoplexian female flexed her orange fur covered muscles and experimentally extended the long lethal black claws protruding from her wrists. "That's right 'whoa!' Benjamin Kirby Tennyson!" she roared as a big grin quickly formed over her catlike face before turning her gaze down to Omnitrix crest on her chest, glaring at it in heated aggravation. "Now lemme tell ya something, constantly malfunctioning Omnitrix! I am sick and tired of you always screwing up! But since you screwed up right this time I'm going to let it slide! But next time you screw up, I'm going rip you off me and crush you with my bare hands until there won't be enough left of you to find with a microscope! Just like Benjamin Kirby Tennyson's brain!"

"Hey!" Ben exclaimed in protest.

The feline-esque female alien instantly met his objection with a powerful searing glare. "You got something to say to me Benjamin Kirby Tennyson?!" she thundered, cracking her knuckles menacingly as she threateningly extended her claws, more than eager to start something. "Because don't think I don't know it was you who spilled root beer on my new laptop! And lemme tell ya something else Benjamin Kirby Tennyson! Since we're on the subject, if you ever mess with my stuff again I'm gonna take your sumo slammer junk, smash it till it's nothing but dust and then shove it right down your throat, and then do it again when it comes back out! And that's just before I get rough! You got that Benjamin Kirby Tennyson?!"

Paling to the point he was as white as a sheet, Ben replied with a terrified nod. "Got it," he squeaked fearfully as he tried his utmost to maintain bladder control.

"Gwen!" Max exclaimed.

With a snarl the alien tigress murderously turned her glare to her grandfather. "Oh don't even think of taking his side Grandpa Maxwell Tennyson!" she threatened. "You know I had to use all the spending money I had saved for this summer just to get another laptop, and then he wrecked that one too! He's lucky I don't-!"

"GWEN!" Max interrupted with a shout, quickly pointing to the Loboan now no more than twenty meters away. "Alien werewolf, remember?"

As if to confirm this the fast approaching Loboan exhaled another menacing howl as he quickly bore down on them.

The tiger-like heroine's face fell somewhat with an awkward frown, having forgotten in her tirade on Ben. However, upon seeing the approaching alien creature "Oh, I remember him now grandpa!" she growled lowly, furiously clenching her hands into fists until her knuckles cracked in unison, the memory of what it had done to Carl still savagely fresh in her mind. "And you can bet he's gonna remember me too! For about the ten seconds he'll have left to keep breathing when I'm done with him!"

And with that she let loose a mighty roar to match the incoming Loboan's menacing howl, and went into a stampeding charge, wildly barreling her way towards the incoming alien and ready to unleash her full all out wrath on the beast. "Lemme tell ya somethin Yenaldooshi that turned out to be an alien werewolf!" she roared, rapidly charging towards the incoming alien werewolf on all fours. "If you think you can just take out the first really cute guy I meet this summer, and then think you can walk away without serious beating, then you better start rethinking up on some whole new kind of thinking!" Now no more than mere meters from the savage wolf-like alien, the enraged appoplexian femme fatale suddenly launched herself high into the air, ready to come crashing down on her bestial foe with a the raw power of a mighty high flying body slam. "When I'm done with you there's not going to be enough left to fill a doggy bag! You can't beat-!" Plummeting towards her target the raging female alien feline paused in her rant, suddenly realizing she hadn't come up with a name for this new form. Meh, whatever. "…um…er, whoever I aaaammm!"

And with that the human girl turned female appoplexian powerhouse came crashing down to earth, impacting the ground with the full force of a stinger missile, causing the very earth to tremble for a full mile's distance in all directions.

Unfortunately however, while there was no question that the feline alien heroin's attack had been powerful, it had failed to be accurate. No sooner had the female appoplexian come within mere feet from impacting her feral alien target, than the Loboan had suddenly broke out from its stride and had rapidly sprang out from harm's way, effectively dodging the impact with not so much as even a scratch.

Guessing the fight was far from over as it exhaled a growl from its throat, which oddly sounded almost like an amused snicker, the fearsome loboan quickly poised itself at the ready, waiting for its appoplexian attacker to emerge from the depths of the crater left in the wake of its last attack. The alien did not have to wait long.

With a ferocious mighty roar, the raging alien tigress suddenly erupted from the crater. "Oh, you must think you're all that for just jumping out of the way Yenaldooshi that turned out to be an alien werewolf!" she thundered as she launched herself at the wolf and to its startled dismay, instantly locked it into an unbreakable headlock. "Well forget it Yenaldooshi that turned out to be an alien werewolf! No one's more all that than-!"

Unfortunately the appoplexian heroine never had the chance to finish her sentence, for it was then, as the loboan desperately struggled to break free from the vice-like clutch of her powerful arms squeezing around its neck, that its clawed hand frantically reached out and touched the omnitrix dial on her chest.

Instantly a flash of transformative emerald green light lit up the night, only to fade just as quickly to reveal Gwen Tennyson, awkwardly dangling off the ground, her arms wrapped still haphazardly locked around the loboan's neck.

Unable to do much else the young redhead gave a sheepish apologetic chuckle as she nervously gazed into the wolf's eyes, hoping it might be in a friendly mood now that the tables had so suddenly been turned and all.

"So… you were saying?" the loboan said with a wicked chuckle, very much enjoying the awkwardness of her helplessly hanging from his neck like a cheap flea collar.

Stunned by the loboan's reply, it took a moment for it to register, but upon quickly noticing the loboan's emerald green eyes in the moonlight, not to mention the Omnitrix insignia on the alien's chest, that Gwen was suddenly struck with realization. "C-Carl!?"

"That's my fake name, don't wear it out," the young Ultimatrix wielder chuckled as he gently pulled her from his neck and gently set her down. "So, did you miss-?"

His question was suddenly interrupted as two small arms where suddenly wrapped around his waist, squeezing the life out of him with the vice tight embrace of a bear hug as Gwen sobbed with relief into his abdomen, elated he was alright. "I thou-I thought y-you were… were…" she stammered between sobs, not even able to finish the thought.

Arching a surprised eyebrow as he looked down at the distraught girl holding unto him tightly, the wolf-like alien hero quickly tapped the crest on his chest, returning him in a green flash back to his usual human self, allowing him to better return the hug. "Alright alright, I'm fine now Gwen, so you lay off the waterworks," he chuckled with an assuring squeeze. "Not that I don't get the sentiment, I mean what's not to love, we are talking about me after all. It's just that if you don't ease up, then I'm going to start, and let me tell you no one want to see that happen."

Unable to help herself, Gwen broke into relieved laughter as she let go of the teen and wiped the tears from her eyes. "Stupid jerk," she muttered.

Carl shrugged. "I am what I am," he replied. "Well that, and a total butt kicking alien watch wearing example of superhero awesomeness."

This elicited a groan and an eye roll from Gwen. "Ugh, please Carl, don't. You sound like my doofus cousin."

"Which just goes to show he at least has some brains going on up there, despite popular redheaded opinion," Carl retorted as the duo turned and walked back to the others. "I refer you to the 'born without a brain' joke from earlier."

Resisting the urge to groan at the very concept, Gwen merely rolled her eyes again in silence as they walked. "So Carl, how'd you get out of the caves?" she asked, hoping to change the subject from bad jokes.

Carl shrugged. "Oh that, no big deal, Big Chill can phase through solid matter."

"Seriously?" Gwen asked in disbelief.

"Seriously," he chuckled. "I know, I know, it's hard to believe, but I just am that awesome."

Again Gwen was reduced to another silent eye roll. "False modesty aside, could you at least explain why you couldn't have just flown back?" she asked. "Instead of – you know – scaring us all half to death!?"

The green eyed nineteen year old Ultimatrix wielder merely shrugged as he grinned a mischievous smile. "Meh, no big deal," he replied. "Just thought it would be funnier."

Instantly Gwen stopped dead in her tracks. "Funnier!?"

"Yep," he laughed. "You should have seen the looks on your faces by the way, totally worth it, right?"

Gwen could only stare at the green eyed teen as he laughed. The whole thing had been his idea of a joke!? Oddly enough, it was at that moment – as she stared at him in utter dumbstruck bemusement – that the perfect name for her newest form suddenly popped into her head. "Hysterical," she stated flatly, glowering at him menacingly as she reached for her Omnitrix and popped up the dial. "In fact let's see how funny Katfight thinks it is."

Pressing down on the dial, Gwen was instantly enveloped by a flash of green light as she was instantly transformed into her newest alien form. "KATFIGHT!" proclaimed the newly formed female appoplexian with a beastly roar as she swiftly reached out and seized the young man by the scruff of the neck. "Lemme tell ya something Carl Kirb-!"

Unfortunately before Katfight could even finish, she was suddenly cut off yet again as the young Ultimatrix wielder reached out and touched the Omnitrix symbol on the alien girl's chest.

As the light from the transformation faded, Gwen glared in aggravation at Carl as he grinned smugly. "Oh for-! Will you stop doing that!?"

Maintaining the smug grin Carl merely shrugged. "Meh, probably not."

"Jerk," Gwen scowled with ruefully irritated pout.

Carl merely laughed and patted the girl on the back. "Oh come on ease up Gwen," he chuckled as the duo began walking back to the rustbucket. "The bad guy's down for the count, the day has been saved, you got two new aliens, and just for a super great awesome ultra secret nifty keen bonus round, I'm not part of the dearly departed. And you just know that's good news all around."


"Yeesh, everyone's a critic," he groused jokingly. "But whatever, I think I'm going to let that one slide this round, given then numerous many plus sides and all."

Gwen sighed, unable to help but concede his point. "Yeah I guess," she replied with a small smile.

"So do you think your grandpa would be willing to let me and Ship hitch a ride with you guys for a day or two?" asked the green eyed teen. "Now that this whole werewolf thing's over, I've suddenly got some free time on my hands, and very little money for bus fare in my pocket."

"Wait, you want to come with us?" Gwen replied, surprised.

Carl shrugged. "I guess, as long as your grandpa's cool with it," he replied. "After this whole werewolf thing I'm pretty much a man without a plan, and between you and me I wouldn't mind sleeping on something that's got a roof over it since I've only got like ten bucks on me. I refer you to the bus fare joke."

Gwen eyes went wide with restrained excitement, suddenly thinking about how awesome it would be to have the teen along for their summer trip. While Carl was kind of a jerk, he also was kind of cool – when he wasn't talking anyway- Instantly Gwen stopped short in mid thought as she suddenly recalled what he had just said no more than a few minutes ago. "Um, Carl?" she began somewhat nervously.

"Yeah?" he asked as they walked.

"Uh, did you say that Carl Kirby was your fake name?" she asked glancing up to him uneasily.

"Did I?" he asked, giving brief pause as he thought back. "Huh, I guess I did. Is that a problem?"

Gwen gulped, visibly reaching for her watch as she kept pace alongside the teen. "You tell me, 'Carl'," she said, eyeing him suspiciously. "Who are you, really?"

'Carl' merely smiled a teasing knowing smile, not the least bit concerned. "That's for me to know and you figure out," he chuckled.

"What if that's not good enough?" she replied narrowing her gaze on him, readily pressing her finger on the Omnitrix's dial button.

Maintaining his smile, Carl simply sighed and shook his head. "Look Gwen, as much as I'd like to tell you who I am, I'm not going to. Trust me when I say you wouldn't believe me even if I told you," he answered. "What I can tell you is I'm on your side and that you can trust me. Well that, and that I'm not some evil supervillain out to steal your watch. I already got one, and it is way more awesome than yours."

"So you're saying you're someone we can trust," she surmised, scowling a little at the 'my watch is better than yours' crack. "Even though you're not going to tell me your name."

"See, now you're getting it," he chuckled. "Now was that so hard?"

Gwen sighed, shaking her head as she took her hand off her Omnitrix. She couldn't explain it, but for whatever reason she still trusted him. So far he seemed to be genuinely on her side, and with the exception of the name thing, seemed like an honest enough guy. And not that it had anything to do with anything, it didn't hurt any that he really was kind of cute… in a totally jerky obnoxious kind of way that is. No matter how much she hated to admit it.

As they continued walking along, Gwen shivered while her teeth briefly chattered as a brief icy gust of the desert night air blew over them.

"Here," Carl said as he took off his green jacket and placed it over her shoulders, noticing her shuddering from the sudden cold.

Gwen blushed as she slipped her arms into the over sized sleeves and Carl zipped her up, unable to help but notice the masculine bulges on his arms and under his shirt in the moonlight. "Um… thanks," she replied nervously, trying her best not to stare like a total spaz. "You uh, really don't have to you know."

"Trust me I do," he chuckled as they continued on. "Last thing any kid needs is to catch a cold on summer vacation. Never mind when you're wearing an alien super watch."

Gwen arched an eyebrow. "What do you mean?"

"Let's just say not all aliens suffer through a cold the same way as humans," he chuckled, recalling back on his ill fated cold back when he was ten.

"Ugh, I sooo don't want to know," she cringed, only imagining just how even more gross Putrifly could when she was sick.

"Good instincts," he chuckled. "Though I got to admit in some cases there is a few fringe benefits. Like Heatblast for example, when he's got a cold it's he gets ice powers."

"Heatblast? Which alien's that?" Gwen couldn't help but ask.

"Oh right, you call yours something else," Carl remembered, pausing briefly as thought back to recall its name. "'Fire Hazard', wasn't it?"

Gwen's eyes widened excitedly, making a mental note to file away this interesting tidbit of information should she ever need to go hero when she got sick. "Fire Hazard gets ice powers when she's sick?" she said in disbelief. "That is so cool! Heh heh, literally."

Carl couldn't help but chuckle along with the girl as they walked. "Little miss serious makes a joke, there just might be hope for you yet."

"Oh ha ha," Gwen groused with a roll of her eyes. "And for your information, I'd watch it with the wisecracks, or I just might go wolf girl on you."

"Wolf Girl?" Carl parroted in disbelief. "Please tell me that's not going to be your name for that alien."

"Of course not," she replied indignantly. "I just haven't figured out what to call that one yet. Maybe Soundwolf, or Wolfnoise, or Sonowolf- ooh how about Blitzwolfer!"

Carl snorted. "Blitzwolfer?" he parroted with a laugh. "That's actually the name your thinking of going on, seriously!?"

Gwen scowled. "Oh yeah?" she snapped back. "Well what did you name yours then? Since it clearly must be so much better."

"Timbre Wolf," he replied.

Again Gwen scowled, this time with a small indignant pout. Shoot, that was better!

"But," Carl continued with a small smile and a chuckle, finding Gwen's present expression to be simply adorable. "If I had to pick, I kind of like those first three options."

Gwen's expression was immediately replaced by a small smile. "Really?" she asked excitedly.

"Beats Blitzwolfer," he answered with a shrug. "What does that even mean anyway?"

As they approached the rustbucket and the others ran up to greet them, relieved to see Gwen was alright and ecstatic to see 'Carl' was alive, Gwen merely gave a small smile and rolled her eyes at the green eyed mystery man next to her. "That's for me to know and you to figure out."

To his credit 'Carl' merely chuckled. "Oh, touché," he applauded with a growing smile, just knowing that he, Gwen, Ben, Max, and Ship were going to be in for one interesting summer. Alternate realities tended to do that kind of thing after all.

BEN 10. BEN 10. BEN 10.

Deep within the collapsed caves beneath the desert, a pile of rubble partially encased by layer of cooling magma stirred, heralding the sudden eruption of a clawed hand savagely rocketing out from within the mound of rock and dirt in furious defiance of the face of defeat.

Slowly but surely, the wounded Loboan pulled itself out from the dirt and staggered to its feet, exhaling a blood splattered groan as it recoiled from the pain pulsating from what little remained of the left side of its face and the scorched mound where its left arm had formerly resided.

Trying its utmost to ignore the searing pain, the one armed Loboan staggered its way from the hole from whence it came to painstakingly make its way deeper into the caves.

In spite of its mortal wounds, the feral alien couldn't help but let a wicked grin cross it segmented maw. Albeit at a heavy cost, it had succeeded in its task of distracting the humans away from the machine.

The grin however, was quick to fade as the bestial alien proceeded further into the cavernous dark depths. Yes, it had succeeded, and in doing so, it had also learned its enemies knew of its master, and therein quite possibly his ultimate plan.

It mattered very little though; the others would no doubt deal with the Tennyson's and the new interloper.

Once again the grin confidently spread itself across his mangled features as he reached his destination, and his alien feral eyes fell on the machine, safe and untouched by the recent cave in.

Yes, very soon this world, and all the wretched human filth that resided here, would fall to the power of Zs'Skayr.

Author's notes.

Ahem… Finally!

Sorry for the long wait Fic fans, I'll try to be a little faster in the future. By the way, I'd like to give a shout out to sandman7734, who is back in action! Again sorry for the wait, between the coma, death, resurrection, evil clones, psycho androids, witches, aliens and the many many girlfriends it's been a wild several months. Why I'm talking about my favorite soap opera I have no idea, my only excuse is I've had some major work problems last year. My bad. Oh! And writer's block. Can't forget about that writer's block. But in all seriousness though 2012 was a pretty rough year for me, and 2013 isn't looking all that much better, never the less I'll keep at this fic when I get the chance.

Hope you guys liked the chapter, especially after waiting so very very VERY long for it. I also hope you guys liked Gwen's alien's names, Intel X (Grey Matter) 'Katfight' (Rath) and her as of yet undecided names for her 'Gwenwolf' form, Soundwolf, or Wolfnoise, or Sonowolf (for those of you wondering 'Sono' is a reference to something that makes sound like 'sono'gram or a 'sono'graph).

Oh, and just so we clear things up in regards to the 'Benwolf' issue, I am well aware that it's now officially called Blitzwolfer in the show. But please keep in mind that this Ben isn't actually that Ben. He is in fact a version from an alternate reality (as shown by the fact that his Julie died and never broke up with him. See Ben Prime for details) that shares a very similar history, hence why he calls his Benwolf form 'Timbre Wolf' (a play on the words 'Timbre' and 'timber wolf') and not Blitzwolfer. All of his other aliens' names are cannon with the show, with the exceptions of Benmummy and Benvicktor, who have also been renamed both by me and the show. (See Ben Phantom for Benvicktor's name)

So anywho… until next time fic fans, may the shwartz be with you!

Codecrash out.

Love, peace and chicken grease.