Kevin and Gwen stare at Penny in absolute shock. She then jumps off the boulder she was standing on and walks up to Gwen and Kevin.

"You both probably have many questions about this place that I can't give you a proper answer for. So, follow me so that Bobby can explain things to you." She said as she began to walk the other direction.

"Bobby? Who's Bobby?" Gwen asked the girl.

"He's Ben's quiet side." She said to them still walking.

"What help will he be?" Kevin said unenthusiastically.

"A lot, now come!" she said as they both started to follow her.

Beast Boy and Raven were now fighting off multiple black tiger sized, six-eyed cats. Soon they were trapped by the cats crowding them on all sides. Then, a boy that looked like Ben when he was ten had appeared. The cats made a small opening for him to walk through.

"Well, look what we got here." He said looking at the slightly beaten up Titans.

"Hey Tommy, seems you made some use of the local wildlife." Beast Boy said sourly.

"With alittle force, they become very lethal." Tommy said as he stared at the two with bloody red colored eyes.

He had brown hair like the original Ben, except his clothes were tattered and torn and other accessories that gave him a type of gothic punk look. Raven then gave him an evil glare.

"What the hell do you want with us?" Raven said having trouble keeping herself cool and composed.

Tommy smiled, "It's not what I want with you, it's what I want from you. And that's to get out of this world and let me take over, Ben's a lost cause."

"I refuse to believe that." She said.

"Believe what you want to be—" Tommy said when a cat came to him and began to purr in his ear, his eyes went wide, "Not possible! How did this happen?"

The cat then held back its ears and made a small mew sound. His rage then quickly replaced with a devilish grin and looked at Raven and Beast Boy.

"Change of plans, you two are coming with us!" he said as he held out his hand that began to glow green and trap Beast Boy and Raven a sphere dome and took them along for the ride.

Penny, Gwen, and Kevin had appeared at a weird portal that sent chills down Gwen and Kevin's spine.

"What is this?" Kevin said staring at the portal.

"It's Ben's peaceful spot, it's were I usually hide when this place gets too depressing. Bobby hides here all the time." Penny said as she already was partway through the portal, "Come' on."

She had gone through the portal and Gwen and Kevin followed her through the portal and were both suddenly blinded by the bright light of the place. Both of them soon got used to the light and saw that the place was a grassy field that had a big tree in the center of it. Penny then motioned them to go to the tree. They headed to the tree and saw a boy that looked very similar to Ben's current age and looked like him as well. He wore a simple white T-shirt and light blue jeans. He didn't notice them at first, 'cause he was reading a book. Penny then jumped onto him, nearly crushing his book. Instead of yelling at her, he glared at her and she simply giggled at him.

"Bobby, we have company." Penny said pointing at Kevin and Gwen.

He looked up at them. They both were able to see his crystal-blue eyes finally. Bobby closed his book and made Penny get off of him. He then got up and looked at Gwen and Kevin.

"Hello, what do you want to know?" he said plainly.

Gwen looked at him strangely but managed to try to talk to him, "Where are we?"

"Ben's head isn't it obvious?" he said somewhat rudely.

"Wait, this is Ben's mind!" Kevin said.

"Correct, the only way to even get here is through the meditation mirror that you two were looking at." Bobby told them.

Gwen looked at him in shock, "How did—"

"Either you were messing with it, or you used your abilities to get here. And, since you didn't even know that this place existed, you must have been playing with the mirror."

"We weren't playing with it. We just saw it on Ben's desk and—wait why does he need a meditation mirror?" Gwen said.

"W-we can't t-t-tell you." Said a very shy sounding boy.

They all looked at the tree to see a ten year old boy hiding behind it.

"Kenny! There you are!" Penny said as she pulled the boy, Kenny, out of his hiding place.

"N-n-no Penny." He said as he struggled to get free of her grip.

"Kevin, Gwen, this is Kenny. He's Ben's shy side." Penny told them.

"What do you mean by that, Kenny?" Gwen said.

He didn't say anything as he finally got free of Penny's grip and hid behind Bobby.

"He means that we can't tell you that Ben is losing control of his powers." Bobby said.

"No! Don't tell them that!" Kenny complained.

"He's losing control of the omnitrix?" Kevin asked him.

"Not the omnitrix, his Anodite powers." Bobby said to them.

To be continued…