A/N: Thanks to everyone who left a review with this chapter's preview. Here's the full deal. Sorry for it taking longer than I expected. I officially hate writing Vilgax - also, action scenes, hate them with a passion.


"We're live at the scene of a high-speed police pursuit, of an armoured car stolen from a federal reserve in Denver," a newsman in a helicopter filmed the brightly coloured truck motoring down a highway and passing a rusty RV. "It is believed that they also have a hostage," a shard of crystals popped the car's tires, bringing it a screeching halt facing the cops. One of the thieves stepped out, with some sort of Cyclops eye helmet camera, but Diamondhead was emerging behind him. "Yes, it looks like we have another alien sighting… we don't know where these strange creatures are coming from, but they seem to be here to help."

"This isn't fair," Kevin yelled, slamming the kitchen table. "I should be out there! Everyone would just think I was a younger… whatever Diamondhead is!"

"No Kevin," Grandpa Max said again, "you're barely over your cold, plus… instead of sending a criminal to prison you gave him a referral to other criminals."

"Like that's so different than what you did for me?" Kevin threw his arms in the air. "What? Was I young enough to get special treatment? Or was it just 'cause you knew my father?"

"The two are nothing alike, I gave you a chance because I understood that you weren't thinking straight with all that electricity in you."

"Blowing up a city with mind controlled bugs; does that sounds like he was thinking straight to you? You just didn't understand what he was going through."

"If he's so misunderstood, why would you refer him to a group of lowlifes?"

"They're not lowlifes," Kevin grimaced, almost ready to back up his protests when the door squeaked opened.

Ben jumped into the Rustbucket, pleased as punch. "Did you guys see me? Wasn't that cool?!"

"I'm going to bed," Kevin huffed to the back of the RV and threw himself down on his air mattress.

"Whoa, what's up with him?" Ben asked.

"He must still be feeling sick," Gwen interjected, covering up the turmoil from Ben, "I recorded the high speed chase, you can watch yourself if you'd like."

"Sweet," Ben happily swiped the remote, eyes bright, oblivious to the air of strife that enveloped the rest of the vehicle.


"The Omnitrix, wasted on pointless heroics," Vilgax snarled in disgust, his ship having intercepted the transmission.

"Shall I dispatch more drones to retrieve it?"

"No," Vilgax paused as his healing chamber cracked open, the repairs to his body complete, "I am going to crush Max Tennyson with my own hands."


I'm coming for you now...

Kevin shot up from his bed with a frightened gasp, at the same time as Ben shot up screaming. Grandpa Max was up late, making himself a herbal tea, but Kevin acted quicker, pulling his friend from the bunk and on top of himself.

"Geez, could you not roll off onto me," Kevin shoved Ben's shoulder.

"What are you- ow!" Ben's protest was cut off by Kevin punching him in the arm. The younger boy glared at the seemingly unwarranted bullying.

"Knock it off!" Gwen's pillow hit the floor and the ginger glared down upon the inconsiderate pair before burying her head under her blankets.

"Hey, it's too late at night for you kids to start arguing, save it for tomorrow," Grandpa Max instructed.

Ben grumbled quietly, crawling back onto his bunk, and passing Gwen's pillow when Kevin grabbed his arm. "What's your problem?" Ben asked.

"Tentacle faced alien, he said he was coming, didn't he?" Kevin whispered.

"How did you know?"

Vilgax's face came back sometimes, like he was lodged into the subconscious of whomever he touched. Most of the time Kevin tried to ignore them, while Ben sought his grandfather's comfort, but this was different, "We just had the same dream," Kevin cringed, "at the same time."

"It wasn't a dream," Ben realized coldly. "What do I do?"

Kevin jolted, coming to the sobering realization that he'd just become the leader for fighting whatever it was that Vilgax was about to throw at them. Thinking back to the probe incident he considered carefully, "Well… the one thing I know… as soon as you touch that watch, he'll know exactly where we are…"


"This had better be good," the man growled beneath his golden mask. The three knights who were already in the room kneeled on the floor. "Rise," their leader ordered gruffly, "and tell me what God forsaken foolishness led you to wake me at this hour."

"We know the location of those meddling alien liberators, m'lord," one of the knights spoke up, bringing with him the profiles of the Tennysons.

"There was another attack perpetrated by alien scum," the second knight came up with stills from the news report. "Not the alien that escaped us, but it caught the attention of one of our local associates."

The third knight stepped forward, "He got hold of some footage at the local campsites, and look who turned up," the pictures were fuzzy but the image was of the Tennysons signing in for a camping space.

"If they are in league with this other alien as well they might be even more dangerous than we first suspected."

"Taking into account the transient nature of this sighting we felt it was necessary to act as quickly as possible."

The first knight produced a piece of parchment, with decorative cursive, and a pot of melted wax, "Will you allow us to take action m'lord?"

The man with the golden mask brooded over the paper before he took off a ring with some sort of seal on it. "Do whatever is necessary, in the name of the Forever Knights!" The seal was pressed in hot wax to the parchment.


"Who's ready for breakfast?" Grandpa Max called, sounding chipper. Kevin and Ben groaned in unison. They'd both stayed up through the night, watching out the windows, waiting for a fight that never came.

Max Tennyson stepped out of the camper to start frying up… something. Gwen climbed out of her bunk and took her clothes to the bathroom to get changed. Ben looked over at Kevin, "Interesting definition of the word now, huh?"

"Yeah," Kevin rubbed his eyes, "maybe we should sleep in shifts or something."

"Great," Ben curled up, "I'm going to sleep. You can go see if Grandpa's making something edible."

Kevin groaned, but he dragged himself off the floor and started fumbling around for fresh… or at least fresher clothes.

A minute later he stepped out for breakfast and Max handed him a plate of… something and a couple eggs. Kevin was too tired to argue and shoved a spoonful of mystery-glop into his mouth.

"Where's Ben?" Grandpa Max asked.

"Sleeping," Kevin murmured between bites, as Gwen sat down beside him, cringing at the plateful of mystery glop she received.

"I thought Ben knew better than that," Grandpa Max muttered, disappearing into the RV.

After her first bite of breakfast was only barely swallowed, Gwen looked towards Kevin with pity. "You look like a zombie," she pointed out.

"Didn't sleep," Kevin said lightly, letting out a hollow snicker as he realized how easy it was to open up to Gwen.


"Me and Ben got death threats in our heads."

"Is that some scary movie or something?"

"No," Kevin groaned then he looked over at Gwen. Gwen was smart, smarter than him at least. "Hey, if you were an alien and can track when Ben uses his watch why would you send telepathic death threats and then not attack?"

Gwen paused, "That… Vilgax guy?"

"Yeah," Kevin looked at her desperately.

"Maybe it's because he can tell whenever Ben uses the watch."


"It could be a scare tactic, to get Ben to reveal where he is," Gwen said, sliding some of her mystery glop onto Kevin's plate since he was too far gone to protest.

"But I want to sleep!" Ben whined as Grandpa Max shoved the ten-year-old out of the camper and handed him a plate.

Ben was too tired to argue with the plate of… something, and proceeded to eat it anyway.

"I didn't think my yak's milk and willow bark hash browns were going to be so popular, I'd better get some more ingredients," Grandpa Max said with pride in his voice as he headed back inside the camper.

Both boys grunted in noncommittal unison. Gwen, however, bristled, casually dumping her remaining breakfast onto Ben's plate, since he was too zonked out to protest either. She stood up, then looked at Kevin again, "You're not going to talk to Grandpa Max are you?" Gwen asked, sounding exasperated.

"Why should I?" Kevin grumbled, "He never tells me anything."

"You didn't exactly make him, Mister 'fuzzy'," Gwen retorted. Grandpa Max hadn't given her any more information about Vilgax either, but broaching the subject had mysteriously become taboo. Whenever that incident was alluded to Grandpa Max got twitchy, so Gwen wasn't pushing for information.

"What're you talking about?" Ben asked absently, finally lifting his head from his plate.

"Nothing," Kevin replied and continued shoveling food in his face. Did that sound bitter? Maybe. He didn't like keeping Ben in the dark about how he was at odds with Max. Gwen wasn't taking sides but Ben might. Friendship was too rare for Kevin to risk.

Gwen sighed, "It's not important," and picked up her plate. "Thanks for breakfast Grandpa," she said as the older man re-emerged from the RV, "I'll be on my laptop if you need me for anything."

"Alright sweetie," Grandpa Max confirmed. Then the old man began humming in obvious delight as he started to whip up another batch of the glop; distracted by his cooking he didn't notice the movement in the bushes. Ben and Kevin ate mindlessly, their exhaustion preventing them from taking notice either. What Grandpa Max did notice was the laser sights pointed towards Ben and Kevin when he turned back towards them. "Get down," he tackled both into the dirt before a strange beam blew up their breakfasts.

"Shit," Kevin spat out as fear brought him to him senses. They were under attack. As Max leaned away Kevin flipped onto his hands and knees; trying to assess the situation. The nearest metal was that of the RV, as useless as that would be. He could use wood, although it seemed like a stupid weakness for an alien to have, it was still a little easier than metal. He could absorb the picnic table or maybe a nearby tree.

What Kevin spotted in the trees was not Vilgax, which mean that… he turned his face to Ben as the young hero reached for his wrist, "Don't!" Veins popping, the energy from the watch coursed through the ten year old, his eyes flashed before they disappeared behind a blanket of fur. Wildmutt roared, flipping the picnic table at their assailants before diving into the bushes. "Ben…" Kevin's voice came out in a hollow whisper; he'd probably just told Vilgax exactly where they were.

"What are you idiots up to now?" Gwen asked as she stepped out of the Rustbucket, and narrowly missed getting shot at as Max Tennyson bowled down a knight to pilfer the energy weapon. As another of the knights snuck around the RV, Gwen knocked the hot barbeque on top of him and stole his energy lance.

Kevin quickly refocused. This wasn't the time to worry about Vilgax. He could hear the sounds of panicked knights intermingled with growling from Wildmutt behind him. And Max Tennyson was knocking the knights out whenever he got close enough. A smile crept onto Kevin's face; these guys were all wearing shiny metal armour. Kevin didn't bother getting up from the dirt, instead throwing his full weight at the nearest knight's legs. It knocked the man off his feet and gave Kevin enough time to absorb the metal armor and punch the assailant in the face.

The trail of matter was up to his elbows now. It seemed like he was getting stronger, despite the fact that Max Tennyson had done little to train him. Or perhaps the fact that Gwen had almost been shot had been extra motivation. Kevin didn't ponder it before throwing himself further into the fray. Between Wildmutt, Grandpa Max, Kevin and agile Gwen it was only a few minutes before one of the knights let out the harried cry: "Retreat!"

"Everyone okay?" Max called. Wildmutt snorted and woofed as he returned to the campsite. "We need to pack up and move camp, there will be more knights coming… Kevin?" Max called again.

"Over here," Kevin waved, as he picked up the energy weapons, then he noticed the stern look on Max's face. "If… if those knight guys are still after us then we should be prepared," his gaze shifted nervously. Actually Kevin was thinking more about fighting Vilgax. If Gwen was right, and Gwen usually was, they would need the extra firepower very soon. It didn't help that the steely eyed stare from Max Tennyson made Kevin squirm like his true thoughts were plain as day.

With a few beeps and a flash of light Ben was back to normal. "Best souvenirs ever," he exclaimed, taking a pair of the energy lances from an overburdened Kevin.

"Let's get moving," Max Tennyson said firmly, not pressing the issue, rather, holding the door until all three of his young charges got in, and letting out a long sigh.

Kevin watched Grandpa Max get settled into the driver's seat before he pushed one of the energy lances towards Gwen. Her bright green eyes met his, before softly sighing. She pulled the energy lance across the table, but didn't meet his eyes again.

"Those were those tech-collecting knights," Ben bounded over to Kevin and Gwen with a wide smile, "do you know what that means?!" The jump of adrenaline had revived the more animated Ben.

Kevin doubted that Ben had reached the same conclusion as him, and raised an eyebrow wondering about what the ten year old had come to.

"What?" Gwen said simply, providing the prompt that would keep Ben talking.

"That was a payback fight. I have serious enemies! We're like proper heroes!"

Kevin snorted. He was familiar with having enemies, but that had nothing to do with being a hero.

"It also means that they know who we are," Gwen said darkly. "If those knights can track us they can find out our names. They can go after our families. And, even if they didn't notice you using the watch to go alien this last time, they're not far from finding out. There's a reason why all your comic book superheroes have secret identities."

"Why do you have to be such a buzz kill?" Ben asked, practically pouting as he sat next to Kevin and glared at his cousin. Kevin glanced out the window, his energy rush beginning to wane, until he saw something explode. Standing up in a jerking motion, he watched a mushrooming plume of smoke rising into the sky. Ben leaned in close, "Whoa, what is that?" A sinking feeling was forming in Kevin's stomach. "Hey Grandpa," Ben called, scooting back to the front, "do you think that's where those knights went, they could be causing more trouble…"

"It's probably not," Max said, "but we'll check it out just in case."

"I can get there faster," Ben announced, twisting the watch.

"Wait," Kevin jerked back towards his friend, before remembering that talking Ben out of a fight was nearly impossible. "Make sure you can carry the weight, I'm coming with you," Kevin amended what would have been a warning. After a win against the knights Ben wasn't likely to back down. If Kevin hadn't had the tentacle faced threats fresh on his mind he probably wouldn't back down from a fight either.

"Got it!" Ben smiled, twisting some more. He slammed down the watch face, new eyes protruded from the sides of his head, thin wings sprung from his back, and an unpleasant stench filled the RV. Kevin almost took back his doubling up idea. If the lingering threat of Vilgax wasn't on his mind he might have let the pungent insect go ahead alone. Instead he reached into his bag, absorbing the metal of Frightwig's weight over his elbows before letting Ben carry him out the window.


Panicked screams filled the air. Several crimson attack drones floated through the lingering black smoke. Kevin leapt down onto one, as a great green loogie grounded another one nearby. Metal fists were shoved through the sensory globes, which were fragile as glass. The drones were simple to take out. Kevin knew their weaknesses.

They were quickly surrounded, maybe thirty drones filled the sky and Stinkfly sunk down next to Kevin. "Did we just… fly right into a trap?"

"Yeah," Kevin said, pressing his back against Stinkfly.

Kevin took a deep breath, and he felt Stinkfly do the same. Kevin smirked, he knew what Ben was about to do, and Ben knew what he was going to do. Stinkfly grabbed his shoulders, and hurled him upwards, so that he landed on another probe, then began to dodge. The Stinkfly transformation wasn't one with raw power. Like Kevin he had to take the probes out one by one. But every time that Kevin leapt from an exploding drone, Stinkfly was there to fling him towards the next target.

A wide smile crossed Kevin's features as he jumped. Stinkfly was waiting, until a net of blue energy whipped him away. The smile faltered. Kevin was falling without anyone to catch him. Suddenly another energy net tore him from the sky, and smashed him into a nearby building alongside Stinkfly.

"That… sucked," Stinkfly's nasal voice protested.

Kevin groaned, the metal slipping off his fingers as he lost the focus to hold it anymore.

A large crimson sphere, covered in dark spikes rolled up. It opened up like a telescope revealing a steely interior and a door that good ol' tentacle face himself stepped out of.

"Heh, in all the excitement I forgot he was coming," Stinkfly looked at Kevin sheepishly.

"Ben Tennyson… we finally meet in the flesh… I have come for the Omnitrix."

Stinkfly struggled. "Look… I'm not sure how you know who I am, but I'm not giving you the watch."

"How? If you want to know how, you need only look at the traitor beside you…" Kevin paled, "I'm surprised you kept him with you, Max Tennyson must have gotten soft in the head."

"Kevin's not a traitor," Stinkfly snapped, and struggled, he shot goop at the metal pins that held the energy net but the adhesive only sizzled away, somehow smelling even worse than usual.

Kevin looked at the energy web. It wasn't exactly electricity, but the thought of absorbing it was terrifying. He'd already been pushing his luck with Frightwig's metal weight.

"To think that a foolish child had managed to elude me for so long," Vilgax reached, only to have Stinkfly shoot a loogie in his face. "Do not try my patience," he wiped it away, and then with a touch to the hourglass shape on Stinkfly's forehead he suddenly turned back into Ben.

"Hey! How did you do that?" Ben demanded.

Vilgax wasn't listening, he reached for the watch with black claws, until a ripple of energy shot out of it, flinging Vilgax backwards. He groaned, but got back up easily, "It appears the Omnitrix has already merged with your own DNA."

"I don't suppose that means you're going to let us go, does it?"

"Hardly," Vilgax said darkly. He peeled Ben from the wall, disengaging the plasma bonds, and threw him into the capsule that he had arrived in.

"I had expected so much more from Max Tennyson," Vilgax groaned, "especially after projecting my challenge to your sleeping mind."

"Wait!" Kevin cried. He was genuinely surprised when Vilgax turned towards him. He was so nervous he thought he was going to throw up, but he managed to crack a wicked smile. "If you're going to hurt Ben… can I watch?"

"What?" Ben groaned in confusion, until Vilgax's foot came down on his chest, holding him inside the ship.

"You would rather be my prisoner rather than simply live out your pathetically short human life?"

"To watch your enemies suffer… wouldn't you do the same?" the light in Kevin's eyes was almost maniacal.

"True," Vilgax hit one of the buttons inside his ship and one of the crimson attack drones pulled the plasma net from the brick wall, releasing Kevin. "Come," Vilgax commanded.

Kevin was just stalking over to the ship when the rustbucket screeched to a halt.

"Vilgax," Max Tennyson's cry was one of horror and rage, "Let go of my grandson!"

"Eugh, he's even uglier than I imagined he'd be," Gwen muttered. Then she noticed where the boys were. "Kevin what are you doing?" Gwen called, sticking her head out the window.

There was just a flicker of fear and desperation, before he turned away. His eyes became cold and a dark grin crossed his features. "What does it look like I'm doing?" he called, actually sounding happy, and continued walking towards Vilgax's strange vehicle.

"Let my grandson go Vilgax," Max climbed out of the vehicle, glaring angrily, "or so help me, I'll see you rot in the null void."

"Max Tennyson," Vilgax said with a certain amount of delight in his gurgling voice, "as always, you're going to have to make me." A gang of the attack drones flew forward, beeping threats. With that Vilgax stepped into his pod, shoving the two boys roughly behind his command chair as the door closed.

"Gwen," Max Tennyson said firmly, "pass me one of those energy lances."


The pod was almost pitch black, the only light seemed to come from Vilgax's controls and it did next to nothing for illuminating the area behind his seat. The green glow from Ben's watch illuminated the frustration on his face. "Come on you stupid thing, work," Ben pleaded with it. Apparently it wasn't working.

"Ben," Kevin whispered, reaching across the cramped space.

"Don't touch me," Ben snapped, "I thought we were friends!"

Kevin flinched, but he couldn't say what he wanted to, not with Vilgax so nearby. "Friends? Don't make me laugh, Ben. From the beginning I've wanted nothing more than to watch you suffer." Kevin kicked Ben in the shin, hard enough to make him yelp, and lose his focus. Then he pulled Ben's arm until the light of the Omnitrix hit his own face. "Hopefully I'll get to do a lot more than just make you suffer." Then Kevin winked, as obviously as he possibly could.

Ben pulled back, but now there was a light in his eyes. He realized Vilgax was the one who was really being tricked. Kevin had only said those things to get fish face to bring him along. Silently as he could Ben shuffled across the cramped space and grabbed Kevin into a hug. Kevin let out a relieved breath, and felt Ben do the same. They were back in sync again, just like when they fought the drones.

They could fight Vilgax together, even while pretending to hate one another.


"What are you doing?" Gwen looked over her grandfather's shoulder as he dissected and rebuilt the energy lances from the knights.

"Improvising," he said. "There's a little red button in under the door of the glove box, press it." Gwen did as she was told, stumbling back when the RV's dashboard lit up with a holographic globe display. "It's a tracking system, locked on the watch's signal. Keep an eye on it, navigate, we can't let Vilgax take Ben off world."

"Grandpa... what… just what is going on?" Gwen turned to him desperately.

"We don't have time for this now," Grandpa Max dismissed her.

Gwen let out a huff of exasperation. There had been plenty of time for Grandpa Max to come clean about what was going for almost a week, ever since Kevin had spelled out exactly who they were up against. Instead everyone had played a lovely little game of no one trusting anyone else. But Grandpa Max was right, they didn't have time now. After Ben and Kevin were back safe, as soon as this danger had passed, Gwen was going to force the issue, no matter what squirming Kevin or Grandpa Max did.


Did Vilgax not know that Kevin had powers, or did he just not care?

Ben had gotten dragged about and restrained, and even got a monologue about Vilgax's plans for taking over the universe with an army equipped with the omnitrix. Kevin had gotten outright ignored. Not that it was a bad thing, it left Kevin with the freedom to move around, but it also clearly showed why Vilgax was willing to let Kevin tag along without much fuss. Powers or not, Kevin was nothing more than an insect compared to Vilgax, below notice.

Unfortunately being free to do what he wanted didn't help Ben while Vilgax was hovering over him making death threats towards Max, Ben, and planet Earth, in that order. It was only when the computer announced: "Hull breach in engine room." that something other than Ben warranted the alien's attention.

"Max Tennyson," Vilgax growled in something that was half menace and half pleasure. Then he stalked off into the depths of his ship, ignoring both Kevin and Ben.

"I'm starting think that tentacle-face has some sort of weird history with my grandfather…"

"Really, just now," Kevin looked at Ben incredulously. But he walked across the room, hoping to feel out the circuitry of Ben's imprisoning device. "I could have told you that there was a connection between them a week ago."

"What? How?" Ben asked as Kevin laid his hands against Ben's restraints.

"When that probe was in my head, Vilgax pretty much spelled out that he had met your grandfather. I couldn't fight him, but I could tell you guys who you were up against, and that's what I tried to do. Then... everything just got so crazy… I… I know your grandfather had stopped trusting me… and I stopped trusting him too…"

"Okay… that part I did notice. That was about Vilgax?"

"Pretty much."

"Here I thought it was something serious," Ben said. Kevin quirked his eyebrow. "It's not as though you and grandpa don't like each other, it's all this stupid bad guy's fault. After I beat up Vilgax you two can stop being weird around each other."

It actually sounded pretty easy when Ben said it like that.

"So what's the deal, are you busting me out of here or not?"

Kevin's face crumpled, whatever it was that was holding Ben was more complicated than anything he had ever tried to power surge. He wasn't even sure if it was electricity running through the wires, "I uh… hoped this would be more like hotwiring cars…"

"When in doubt, just break something," Ben suggested.

Kevin didn't have any better ideas. He felt around the hull until he found a panel of metal that didn't have the strange - maybe electricity - energy flowing just under the surface. Then he started to absorb. But it didn't come. All at once Kevin began to feel his exhaustion catching up to him. He pulled at the solid energy harder but it only slid up his fingernails before his hands shook from the effort and the energy slipped away. Maybe the type of metal was too heavy for him, but Kevin doubted it. It was his own fault, staying up so late, getting into two fights with nothing but adrenaline to push him.

Behind the shelter of his long black hair he glanced back, and saw Ben's eyes were wide with expectation.

Ben needed him.

Kevin tired pulling the metal again, but it just wouldn't work. He was weak, and helpless. The next panel over had energy behind it. Kevin doubted it was the kind of electricity he was used to. Maybe it wouldn't affect his mind. Even if it did, he didn't necessarily have to use it for long, just long enough to help Ben and the let it go.

At least when he used electricity he hadn't gotten tired like this.

Kevin's hands were shaking now for an entirely different reason as he moved just a step to the left. Ben was waiting for him. And there was no way to know how long Vilgax would be distracted by whatever it was that Max Tennyson was doing.

"Kevin!" the voice that interrupted Kevin's thoughts was high and bright, and oh so incredibly welcome.

"Gwen," Kevin looked up to see the fire of her hair, the bright light in her green eyes. And suddenly she wrapped her arms around his neck. The hug was quick, only a half second, and she was rushing away to see Ben, but somehow it still made everything in Kevin's universe right itself. If he would have to absorb the weird electricity to get Ben out then he would do it after consulting with someone smarter than his own tired mind.

"Hey Ben," Gwen said lightly before stepping up to the console. She had hoped the controls would be more like the door lock in the Forever Knight's castle. Unfortunately the digital readout in another language was not going to show her the right buttons if she blew makeup on it.

"Any ideas?" Kevin asked, sliding up beside her.

"Heh, not a clue, we might have to wait for Grandpa."

"When in doubt, just break something," Ben suggested again.

"Are you stupid?" Gwen looked up at him. "Do you want to lose that arm?"

"No," Ben shrunk slightly.

Kevin hadn't thought of it like that. It was probably a good thing that he was too tired to absorb the metal panel earlier.

"You were going to go along with Ben's half-baked plans, weren't you?" Gwen asked, knowing what he'd been thinking just from the twist of his face.

Kevin shrunk slightly. Though it was hard to feel that guilty about it when Gwen was the one telling him off.

"Kevin!" the voice that interrupted his thoughts was gravelly and angry, and instantly made Kevin feel conflicted. "Step away from my grandkids!"

Ben's mouth went slack.

Kevin turned, and paled, facing down the dangerous end of one of the knight's energy lances.

Gwen rolled her eyes, but then turned, glared, and stepped between Kevin and the shooting end of the energy lance.

"Gwen, get away from him."

"Not gonna happen Grandpa."

"He betrayed us to Vilgax."

"What?!" Ben gasped, "Grandpa, no, you don't-"

"Bio-plasma can't force someone to act. Not without turning them into a vegetable. Kevin willingly fired on us. He knows it. That's why he lied, and said he couldn't remember it. If that had been the end of it then I would have written it off as self-preservation. But following Vilgax into his ship was proof enough. Kevin betrayed us."

"You've let Vilgax make you paranoid," Gwen said, her voice fierce but calm.

"Vilgax showed up the moment those two were on their own!"

"Ben's the one who wanted to run off like that," Gwen snapped. "Kevin went along to try and protect him. Kevin's the one who grabbed all those energy lances that you used to get us in here. And when Kevin was infected by the bio-plasma he was deliberately missing, and dropping every hint he could as to who we were up against! And if you had been willing to tell us what was going on then Kevin would have told you as much himself!"

Kevin blinked in shock. Gwen was amazing. And if it wouldn't have made Max freak out Kevin probably would have had to hug the fiery redhead just then.

Her explanation seemed to work, Max Tennyson slowly lowered the energy lance. "How… how did you get Vilgax to take you along without being his prisoner? He was inside your mind, if you were loyal he would have known."

Kevin's turn to talk. "Because I had been willing to kill you, back when I had the electricity in my system, when he told me to kill you that's what I had thought about. When the probe was in my head, I think Vilgax saw that, and he thought it was the whole truth. I let him think that killing you was more important to me than fighting him. I was able to use that again to get him to take me with him. I couldn't let Ben get taken all alone, not again… it was my fault last time..."

Max slowly lowered his weapon entirely, apparently satisfied. "Alright, let's get out of here before-"

"Tennyson," Vilgax snarled as he entered the room.

"Stay behind me," Max ordered, opening fire on the tentacle faced alien. The blast impacted directly against Vilgax's chest, knocking him back slightly, both otherwise doing next to nothing. Moving his arms to partly deflect the plasma fire allowed Vilgax to slowly gain ground.

"How do we get Ben out of those restraints?" Gwen asked.

"Just break something," Grandpa Max responded.

A smug grin broke out across Ben's face.

"I can't absorb the metal in here, I'm just too tired," Kevin confessed softly.

"Well then, I guess it's a good thing that one of us thinks ahead," Gwen swung a small bag over her shoulder, and pulled out Frightwig's metal weight. "You said it was easier to use, right?"

Kevin looked at Gwen in absolute rapture. If Vilgax hadn't chosen that moment to roar with frustration, he might have had to hug Gwen just then. Kevin grabbed the metal weight, and it slipped easily to just above his wrists, not as much as he could normally carry but good enough. He smashed the control panel and with a hiss of depressurizing Ben hit the floor.

"Finally. Time to go hero," Ben smiled, slapping his wrist.

A second later Fourarms barrelled across the room, swinging all four fists up into the alien's chin.

Vilgax groaned in pain as he stumbled back. But just as quickly it was a battle roar. Vilgax grabbed the left jab that was heading for him, holding Fourarms' fist deadlocked. The same with the right. "Pathetic creature," Vilgax spat derisively, "this form won't save you."

"Did you forget about my other two arms?" Fourarms smirked.

Then Vilgax headbutted him.

Fourarms stumbled away from the force. Blinking rapidly he tried to shake the sudden disorientation.

"Ben, get out of there," Max commanded.

"No, I can do this!" he insisted, throwing both left fists. The blow barely grazed past Vilgax's tentacles. Then a heavy blow to Fourarms' stomach. Every muscle in his alien body tensed in shock.

"Do you ever listen?" Gwen snapped at her cousin.

Max lifted the energy lance, "Gwen, Kevin, you two need to get yourselves and Ben as far away from here as possible."

Kevin flinched slightly. Suddenly being thrust back into Max's … trust? … desperation? … moral framework of being just a kid?

Suddenly Vilgax grabbed Fourarms around the neck. He easily lifted the red-skinned alien form up from the floor, reaching the hourglass mark that showed where the Omnitrix controls could be accessed.

With a tap Ben was forced back into his adolescent human shape.

That was when Max Tennyson struck. The simple hunting knife dug into Vilgax's arms. Hitting right between sinewy muscles at the base of one of his steroid injectors. One of the rare parts of Vilgax's skin that was thin enough to break from such a crude weapon. It was enough to make Vilgax drop the ten year old. But his arm wasn't too useless to immediately backhand the elder Tennyson.

Gwen and Kevin were ready there to grab Ben as he fell. But it left Grandpa Max alone to face the alien menace.

"I see you've not lost your precision, Tennyson," Vilgax heaved in frustration as well as vindication. "But your pathetic Earth weapons aren't going to be able to finish me." Vilgax grabbed hold of the energy lance from the knights, and snapped it in half. "You're going too have to do better than this little pea shooter."

"Funny thing about that little pea shooter," Max called back while booking it across the room. "It is pretty sad for a blaster, but it is super easy to convert it into a D-class energy grenade."

Vilgax's eyes widened briefly, as he glanced at the weapon in his hands, which was now sparking dangerously.


The explosion rocked the corridors, sending the escaping kids briefly to the floor.

"Hull breach in containment area," the computer announced over Gwen, Kevin and Ben.

"Wasn't containment where we just were?" Ben asked, turning back.

"Yeah, but it's not where we're getting out," Gwen said, grabbing her cousin as she pulled a trigger from one of the energy lances. Just the trigger.

With the press of a button another explosion shook the corridor, and the computer soon chimed, "Hull breach in corridor seven."

"What was that?" Kevin asked as Ben helped him up.

"Y'know the weapons you took from the forever knights," Gwen smiled back at him, "turns out they were really useful."

Kevin smiled, his cheeks getting warm.

"Is Grandpa okay?" Ben asked as Gwen led the way.

Another explosion, smaller, shook the corridor.

"Hull breach in command center."

"Grandpa is just fine," Gwen sighed with relief.

Another shaking explosion.

"Hull breach in robotics lab."

"Only one more left," Gwen muttered.

One last explosion, this on the furthest yet.

"Hull breach in living quarters."

"And now we find an exit," Gwen said.

"What about Grandpa?" Ben asked, ready to turn around.

"Ben!" Gwen snapped slightly, grabbing her cousin's arms. "Right now. Grandpa is working really hard at being the grownup, which means his first priority is the three of us getting somewhere safe. We're not going to run right back into danger!"

"You're working too hard at being the grownup," Ben complained, but he followed after his cousin anyway.

"Well, one of us has to," Gwen grumbled. "Grandpa has a plan, and a big part of that plan is the three of us being nowhere near that ship."

Kevin followed them, just sorta numb. Too much had happened today. His thoughts on the matter were pretty much just to do whatever Gwen told him until things were okay again. Or at least until he could sleep on it for a while.

Eventually they found one of the hull breaches that the chain of explosives had made. The ship had been grounded by all the damage, just like Grandpa Max had thought it would be. Gwen took the boys to the nearest patch of trees where they would be hidden.

"Alright, so what's the plan?" Ben asked. "Are we grabbing some more supplies and busting back in there? Is there some sort of distraction we have to make to draw Vilgax out?"

"No, Ben, the plan is that we stay out here. Grandpa called for back-up?" something about how she said that last word, Gwen didn't really understand what was going on either, and she didn't like it anymore than Ben did.

Kevin wasn't in the mood to take sides right then. Gwen's side was currently synonymous with Max's side, and Ben's side was too emotional. Kevin decided his time was better used leaning back against so tree roots and staring at the clouds, following trails of Jetstream.

"What back-up?" Ben asked.

"I don't know!" Gwen snapped again. Then she sighed, "Grandpa said that we should just lay low until he comes to get us. And if, for whatever reason, he can't get us, he says we'll know who to talk to when they show up."

"When they show up? They who?"

The Jetstream was moving pretty fast… and getting closer.

"I already told you, I don't know."

"Maybe something to do with that," Kevin said, pointing up as the Jetstream he was following became a clearly defined spaceship, and not one of Vilgax's. Mostly white, the ship had two blade-like wings that extended forward beyond its clam-shaped cockpit.

"That can't be right," Ben started through the trees in the direction the ship went. "Vilgax must have called for back-up too."

"What are you doing?" Gwen whispered harshly.

"Well it's not Tetrax," Ben whispered back, only hesitating a moment, "if Vilgax sent for help then we have to stop them from getting in there."

"Ben!" Gwen whisper-yelled, but then followed Ben.

Kevin was in no shape to fight another battle, let alone stand up straight, but he wasn't about to let Ben and Gwen go alone either. Gwen grabbed her cousin by the arm, pulling him down the moment he was about to jump out the bushes at whatever exited the ship.

"At least see what it is first," Gwen said harshly, putting most of her weight on Ben's arm.

Kevin quietly shuffled next to them and the three stared out of the bushes.

The first figure that stepped out of the alien ship looked to be human. He stepped out, and pressed something on his glove, before his voice echoed loudly "Attention, Vilgaxian ship, your arrival on Earth has not been properly documented, by the authority of the Plumbers, you are to be detained for questioning."

"Okay… was not expecting that…" Kevin said lightly, before he noticed how quiet the other two had gotten. "Okay, tell me that guy looks human to you, and I'm not just going crazy," he tried.

"Is it?!" Ben looked wild-eyed towards his cousin.

"Uncle Joel," Gwen nodded, sounding bewildered.

"Wait… that guy's your uncle?"

"Not exactly, he's Grandpa Max's nephew," Gwen said, her face still pinched with confusion, "I don't know what that makes him to me and Ben, we just call him uncle."

"But how does he have a spaceship?!" Ben demanded in a half-whisper.

"Something else is coming out," Kevin whispered quickly, making the Tennyson's turn their attention back.

"Is that Heatblast?!" Ben gaped.

"Ben, you're Heatblast, that's just the same type of alien that Heatblast is," Gwen said before burying her head in the bushes.

"So… you're saying it's not a carbon copy?" Ben smirked.

Gwen groaned.

Kevin didn't get it, but he did see something, he shook Ben's shoulder, and pointed towards Vilgax's ship. It was Vilgax, leaving the ship with his hands up, and Max Tennyson following after him, looking smug despite a split lip. Joel raced forward. There were obviously words spoken between Max and Joel, as the flame headed alien slapped cuffs on Vilgax, and lead him away, but the bushes were too far to hear what they were talking about.

Then Joel handed Max a box, and Max lifted it until it projected some sort of light on his face. More words, but Max was talking to the box rather than to Joel. Eventually Max handed the box back, and with one last happy handshake Joel reboarded the little ship. As it took off from the ground it spread some sort of light over Vilgax's ship which became like a net also slowly lifted the ship from the ground. After a minute the network of light shimmered and both ships disappeared.

"Kids?" Max called, as he began looking through the bushes.

Gwen was the first to stand up. "Come on Ben," she said.

"Bu… Wha…" Ben never quite finished his syllables as Gwen picked him up from the ground.

Kevin stood up too, but he hesitated, drifting behind the two as they ran into their grandfather's waiting arms. "All present and accounted for," Max said with satisfaction, "we should go before they send the clean up team to investigate the area."

"No," Gwen spoke up quickly. "We're not going anywhere until you give the three of us a proper explanation."

"Gwen, this is not the time."

"We may be kids, but we have a right to know, and if we stand together you can't make us do anything that we're not willing to do," Gwen said, and she reached a hand out to Ben.

"I'm not holding your hand," he grumbled.

"Ben… I'm trying to make a stand here. Are you with me on this or not?"

"Yeah, I'm with you," Ben took her hand, before making a face.

"Kevin," Gwen glanced back, reaching her hand out.

For a moment Kevin hesitated, not because he didn't agree with her or because he didn't want to stand with them, but just because holding Gwen's hand made his stomach flip-flop a little, but it was only a moment. "I'm with you," Kevin said decidedly, and stepped forward taking Gwen's other hand.

A/N: So everything finally comes together, and I'm actually kind of shocked how much of Kevin's thought process consists of "want to hug Gwen" at this point. It's adorable, but it just solidifies how much Kevin has gone straight into crushing hard.

Also Gwen, in boss mode. Don't tell me that a kid isn't going to put their foot down in that way to a parent, because I was literally having flashbacks to myself doing this to my friend's father after she had been crying on my shoulder for an hour. And that wasn't about as serious an issue as this. Gwen is very mature for her age, so if I pulled it off at eleven, she can do it at ten. Though, I don't think the group dynamic is going to be so bonkers that Gwen will have to do boss mode again.