I don't own Ben 10.

Ben sat up out of his bed and looked around the RV. No one else was there which wasn't weird considering he almost always woke up after them. Jumping out of bed he tossed on one of his black and white shirt that he had packed for the trip and his green pants. His head snapped up really fast as the door sprung open but he lowered his guard when he saw it was just his cousin Gwen. "Hey Doofus, breakfast is getting cold. You don't want to miss it this time," Ben had started to hate anyone bringing up food unless they happened to be near a restaurant which they weren't at the moment.

"What'd he make this time? Grubs? Worms? Worms and grubs?" he started cracking up at his own joke but his cousin was just staring at him with a grin on her face.

"No," she teased and turned around walking to the front seat of the Rust Bucket. Why does she have to do that, Ben thought as she walked away without answering his question. "He made waffles," all annoyance left her cousins face as he sprinted out the door. "Hahaha," she started laughing as she looked out the window and saw some other people pointing at her cousin who had his pants down to his knees. It wouldn't have been so bad if he wasn't wearing Kangaroo Commando underwear.

Ben didn't care about the other people in the park around their campsite, he only cared about waffles. Sitting down he picked up the fork and knife and held the bases against the table, drooling like Wildmutt. Grandpa turned around and gave him one good look before laughing and bringing over a plate with not only waffles on it but bacon as well.

The ten year old boy looked up and quickly thanked God for his luck and started chowing down on the food in front of him. "Wow," Max Tennyson commented and then got a faked hurt look on his face, "How come you never eat my normal food like that?"

In between mouthfuls Ben mumbled, "This is normal grandpa." He finished his plate and patted his stomach in happiness. Gwen stepped back out of the RV right as Ben lied back on the grass and put his arms behind his head.

"How were your waffles?" Gwen asked as she past him to grab his plate. Her chores included the dishes and after being forced to spend a day on the farm, she no longer argued about doing them.

"They were great, Dweeb." Ben said sitting up smiling. This day is starting off awesome, maybe, Ben ran inside and past by his cousin almost knocking her over as he did and pulled out his Sumo Slammer MP3 player, plugging in some headphones. He didn't even seem to notice but now Gwen was glaring at him intensely and he was just ignoring it as he nodded along to his music.

"Watch where you're going Freak!" she shouted so he'd hear it over his headset. If he wasn't going to apologize for bumping into her than she was going to get mad about it.

"Don't get mad at me that you," Ben froze mid-sentence, "do you feel that?" Gwen lost her focus on Gwen and realized that the ground was shaking. Both of them ran out of the RV and looked up in the sky.

"Well at least it's not aliens," Gwen said and as she did an explosion rocked the ground and they turned to face the city they were just outside of. A plume of black smoke was rising from the center of it and Gwen moaned. We had one week, one week left and they still aren't giving it a rest.

"Come on kids," the retired plumber shouted as he jumped into the RV and started it up.

"Yeah," Ben fist pumped. "It's hero time," Oh god don't be Vilgax. Ben kept a smile on his face as he got inside the RV but was secretly freaking out. Gwen pulled out her spellbook from her dresser and Grandpa pressed a button on the dashboard letting loose a panel on the ceiling that dropped one of his high tech plumber guns. Why can't they just let me take this, he looked annoyed as he said, "Don't worry you guys. XLR8 can handle this before you guys even need to step out of the vehicle."

Twisting the top of his watch he slammed down hard over XLR8's symbol and transformed in a flash of green light. Into Cannonbolt. "Wow," Gwen teased for a long time as Ben groaned looking at his body. "A whole three months and you still can't work that thing."

"Shut it Dweeb," he said in his deep voice and opened the door. It was a tight fit but he managed to squeeze through and land on the street as the Rust Bucket was going a near sixty miles per hour. "Ouch," Ben shouted as he landed and rolled on the pavement before rolling purposefully into his ball and speeding past the Rust Bucket.

Watching from inside the RV, Gwen shouted to her grandpa, "Step on it. Ben's going to need our help."

Another button was pushed by the sixty year old man and little jets appeared on the back of the vehicle thrusting them forwards. Finally the source of the smoke was in sight and as usual, people were fleeing the scen fast. Approaching the building, Max saw his grandson bounce off the ceiling and slam back down hitting someone in a purple jacket.

"Charmcaster," Gwen hissed as she recognized the woman but her hiss slowly disappeared as the girl a couple years older than them flew past the RV at crazy speeds. "What the," she started but Ben flew past them as well and in the rear-view mirror she saw him slam down and create a crater in the street. He could of at least waited for us to get out of the RV before he started beating up the bad guys.

"Why don't you just stay in prison?" Ben shouted as he punched the silver haired girl over and over again in the stomach with his burly hands. He didn't really want to hurt her but he had to incapacitate her so that the incompetent police force could take her back to the incompetent prison. While he was distracted the girl moved her hand over to her waist and unzipped her bag releasing two stone dogs.

The purplish beast flew out and knocked the boy backwards. One of them jumped up to get another hit in but Ben caught it by the throat and threw it headfirst into its teammate and they both shattered.

"Charmcaster," Gwen shouted running towards her with the spellbook in hand. "Voluta flora," Gwen shouted and Ben looked back to see what the spell did to the teenage witch.

"Ha, hahahaha," Gwen looked down confused at what she'd done wrong when she spotted a lone dandelion on the street below her. "Oh silly girl, let the pro show you how it's done." The silver haired witch raised her arms but before she could say a word she was slammed by Cannonbolt into a nearby building.

"Ben be careful," Grandpa scolded as he was escorting the civilians in the area away.

"I know I know," he grumbled back but then was hit by something he didn't see coming.

"Ben!" Gwen shouted and started running over to the steps of town hall where Ben landed. He was rubbing his head and looking around but besides Gwen he didn't see anyone.

"Looking for me?" both kids spun around and at the top of the stairs to the town hall was Charmcaster grinning ear to ear. Gwen raised her arms and a block of pavement next to her started to lift but a flash of black light crushed it. Even Charmcaster seemed a little surprised as she turned around.

"Hex," the kids said at the same time as they saw the figure approaching from the darkness.

"Think again," a shrill voice called as a girl stepped from the darkness. She had the same silver hair as Charmcaster and looked alike in every way except her hair was straight back and her cloak was black. "My name is not Hex," the person spun around in a fancy way and the other three rolled their eyes, "I am Dreamcaster." Little explosions of light popped around her and Ben mumbled as he started to spin around.

"Stay away from my grandkdis," Ben froze mid-spin and turned around to see his grandpa with a small pistol-like weapon in each of his hands. As the old man pulled the trigger both witches did cartwheels in opposite directions to avoid the laser blasts. Every blow was an inch from its target as Max moved his arms apart in different directions trying to hit them.

"Way to go grandpa," Gwen cheered on as one of the blasts hit Charmcaster and sent her careening away into a bus stop.

"I could have done that," and I could have taken them both down by now. Ben humphed and turned to watch Dreamcaster who was now sprinting with a wild smirk on her face. Too late did Ben realize that she wasn't running away from them. "Grandpa look out!" he shouted as the man missed three shots in a row from almost point blank and was tackled by the teenage girl.

Ben started to roll again and started speeding over to his grandpa when Dreamcaster stood up with one hand on Max's left shoulder. The man was fast asleep but his legs were holding him up. "Don't move or I'll finish this," Dreamcaster threatened in the same happy voice she'd been using the whole time and Ben stopped rolling and stood straight up. Just got to wait for the perfect moment then, oh no, the watch started beeping and a flash of red light made the big yellow round monster turn back into a small child.

"Hi-ya," Gwen shouted as Dreamcaster was distracted by Ben's retransformation. She got the drop on her but Dreamcaster ducked just in time for the kick to miss her head. Gwen recovered fast spinning on her hand and dove towards her grandpa to pull him away.

"Hahahaha," the witch shouted as Gwen grabbed onto her grandpa. Almost instantaneously the girl was asleep with both arms around her grandpa's chest.

"Gwen! What did you do to them?" For the first time since Dreamcaster stepped out from the shadows her smirk was wiped off her face as she saw the look on the boy's. Without thinking he ran forward not even caring that his watch was still in the red. "Ahhhh," Ben pulled back his fist and jumped up but Dreamcaster lifted the arm she had on Grandpa's shoulder and both hostages lifted up into the air with ease. Ben couldn't stop his momentum but he pulled back his fist right as he slammed into Max's belly. No.

Ben wasn't touching the other two but whatever the girl was doing was affecting him fast. He landed on one foot and a knee and quickly fell to the other knee. Everything was getting all fuzzy and he couldn't keep his eyelids open for more than a second but then he saw Dreamcaster drop the two of them on the floor in front of him and he growled loudly. She turned back and laughed, "No one can stay awake after I'm done with them. Enjoy your nightmares." Ben lifted one foot back on the ground and the girl stepped back, her grin disappearing slightly.

"You," he put his other foot on the ground and got himself to stand straight up even though his vision was wobbling. Now Dreamcaster was stepping backwards and stumbling. She was at a complete loss of words but Ben wasn't going to let this go. The boy started running forward as the girl fell back on her but and held up her arms. She moved her arms from her face and looked forward and almost laughed but instead just sighed in relief.

Ben hadn't been awake enough to watch where he was going and tripped over her family's bodies landing right on top of Gwen who was on top of her grandpa. Before he could even think about what happened he was out cold and into a deep slumber.

Charmcaster wobbled over and saw the three unconscious beings on the street in front of her. "Let's go," she said nodding to her sister.

The other girl smiled and skipped around, "I beat the good guys, I beat the good guys." Both of them started walking down the street and disappeared in puffs of purple and black smoke.

Ben was lying there on the street but he wasn't really there. No he had fallen into his own mind, or so he thought. "Ahhhh," he was spinning around as he fell through the darkness and then finally landed with a thump on some sort of hard wood ground.

He started rubbing his head as he stood up and looked around. Everything was black but he saw his grandpa in the darkness, "Grandpa!" he ran over and helped the old man to his feet.

"Oh my back," Max stood up slowly and looked around. "Where's Gwen?"

"Where are we?" Ben asked looking around but the darkness was fading as the last thing Dreamcaster said to him sunk in. 'Enjoy your nightmares,' "We have to wake up Grandpa." The old man somewhat remembered what happened and shook his head looking around but the walls and the floors, everything around them was changing. Suddenly Gwen was in front of them, "Hey Dweeb," he called out but she ignored him.

"Gwen honey," her grandpa walked over to her and rested his hands on her shoulders but they went right through. She couldn't see or hear them.

"Ben, Ben where are you? Grandpa?" Gwen looked around and saw the walls all changing as well. She was confused at what was going on but when she looked down she felt a wood floor beneath her feet and the planks were starting to appear. Looking around she saw the white walls, the windows, the door.

"Gwen we're right here," Ben shouted waving his arms in front of her face but it was to no avail. She saw right through him and Ben finally figured out where he was.

"Haha, what are we doing here?" Grandpa asked as desks appeared all over the floor and chalkboards appeared on the walls.

"Grandpa, Dreamcaster says we're going to have nightmares," he explained as Gwen looked around the room confused at where she was but no longer feeling the urge to find her cousin and grandfather.

"I'm surprised," Ben looked up to his grandpa, "I would've thought this would be your nightmare. Hahaha," the old man suddenly stopped as Ben wasn't coming up with any retorts and was just looking around.

"We have to find a way to wake up," Ben was looking around frantically but his hands went through everything he touched. Finally students and a teacher appeared in the classroom and everyone was staring at Gwen. The boy stepped back to next to his grandpa and watched as Gwen panicked. She looked around the room until she saw the one empty seat in the back of the class.

Everyone stared as she sat down before looking back up at the teacher. Ben didn't understand why but the whole class kept spinning around and giving Gwen nasty looks. He couldn't pay attention to any of that and was messing with his watch hoping to find a way out of there.

"Alright class, I'm handing back the tests from yesterday." The female teacher said and the class glanced back at Gwen and she noticed it sliding as far down into her chair as she could. "As usual I'll call out the grades: Timmy, 54. Alex, 66. Tom, 42." Ben was looking around shocked that these kids were doing as bad as he did in school. They would step out of their seats and grab their test from the teacher but on the way back they would all mouth curses at Gwen. "Sarah, 23. James, 43. Gwen," the entire class turned around as the teacher finished, "98."

"That's her nightmare, getting a ninety-eight?" Ben scoffed thinking it was ridiculous until he saw he reaction. It was of pure terror.

The teacher continued in a snarling voice, "Usually I put a big curve on this test so that everybody doesn't fail but because of Gwen you all have to retake the fourth grade. All of you except for Gwendolyn." She looked terrified as she looked around the classroom and each one of the small students stood up from their seats and started walking slowly towards the back of the room. The lady turned away and looked at the chalkboard with a noticeable grin on her face.

"Ahhh, I'm sorry, I'm sorry," she shouted as the class surrounded her. Ben ran forward through the crowd but suddenly everyone was gone. Gwen was still in front of him but now she was at her front door, a place he'd only seen on the occasional holiday. He walked in front of her and looked at her face before stumbling back. His grandpa stepped forward to look as well and they were both shocked.

If Gwen looked afraid before, now she looked absolutely horrified. She creaked open the door to her house and stepped inside slowly. The men walked in behind her and looked straight through her living room into the kitchen where both of her parents stood with their backs to the door.

"Gwendolyn Rose Tennyson," she stood straight up and if she was a cat all her hair would be on end. Ben heard the voice and there was no mistaking it, it was his Aunt Lili's. Both of the parents turned at the same time and Ben was half expecting them to be monsters and try to fight her daughter but that wasn't what she was afraid of.

No, her fears were much more irrational. Her parents walked through the opening to the living room and stared down their daughter. "The school called," Ben looked at his Uncle Frank but he looked normal except the shadows his hair casted over his eyes made it so Ben couldn't see them. Gwen gulped and started shaking.

"I can't believe Gwen is this scared of her parents, of my son!" Grandpa Max said outraged. He was red in the face and looked like he wanted to scold his son but he knew it would do nothing.

Ben started twisting his watch again and all of a sudden all the aliens started appearing on it. "The master control! I can't believe I figured it out again," Meanwhile Gwen was stumbling backwards as she looked at her parents.

They both seemed to get taller as they were talking to her and now seemed to loom over her as he father continued, "We heard about your test." Gwen stopped walking backwards and couldn't move she was so afraid.

"I-I-I tried t-t-t-to d-do," Gwen stuttered. Ben had never seen her stutter before, she was always quicker than he was at comebacks but she was so scared. He couldn't take it anymore. He looked down at his watch and slammed down not caring about which alien he got. His body burst out in muscles and he grew two more arms as he roared.

"A ninety-eight isn't good enough!" Her mother shouted not noticing the huge alien in her living room. "How could Yale even consider accepting such a worthless student," she screamed and for the first time Max caught a glimpse of their eyes. They were bright red, evil looking, and making direct eye contact with Gwen who had fallen to her knees and was now crying softly.

"Oh look at the baby, look at her cry," her father laughed and then became serious. "You think you can get away with anything but Perfection!" He slammed his foot on the ground and parts of the ceiling fell off. Ben started pounding his red fists through his uncle but nothing hit so he switched to Heatblast now able to with the master control figured out. The fire did nothing as well and he switched again to Ghostfreak as the ceiling started crumbling all around them.

He flew straight into her father's body and felt himself take control, "Gwen!" he shouted in his own child-like voice. The girl looked up her eyes red and full of tears. "It's all a dream Gwen get a hold of yourself!"

She looked back at her mother who was ignoring her husband and coming down on Gwen. Nothing was making sense, she was so afraid that it didn't really matter to her but as she looked around and saw the walls and ceiling crumble she became more confused than afraid. What the, her mother roared and knocked her out of her confusion and back to fear. "You will be punished!" Her mother started coming down with both fists but Gwen watched as her dad jumped forward and took the blow. It sent him crashing into the wall behind her and she looked as he slumped to the ground.

"Gwen it's me. It's Ben," she froze and remembered everything with the witches leading up to her falling asleep and looked back at her mom who was coming back down with her fists. Her dad was not her dad but Ben somehow trying to help her and she was finishing this.

Her mother was an inch from her face and she just said, "You're not real." The fists flew straight through her and she was glad because she had no idea if that was going to work or not.

Suddenly everything went black and Ben went back to being Ghostfreak without a host. He really didn't like being it so he changed back to being a person and shivered. Finally Max became visible to Gwen and he ran forwards hugging her with all his might. "Grandpa, you're choking me," she coughed and the old man let go.

"Oh honey, how are you?" Gwen laughed and shrugged it off.

"I'm fine," she said and waved him away but he showed no sign of hearing her. In fact he was spinning around and couldn't see Benjamin either. "Grandpa?"

"Oh no," Ben said and his cousin turned around. She might have said she was okay to her grandfather but Ben saw straight through it at how shook up she really was. That wasn't what he was nervous about. The walls of darkness suddenly started to change again and they were outside a wooden shack. Grandpa Max stepped out of his RV and stretched up his arms as he stepped forward to the door.

"What do you think is inside?" Gwen asked but Ben saw how much younger their grandpa looked. He knew what day it was.

"Gwen this is Grandpa's dream, we can't see this." Ben started and she was surprised.

"But," he cut her off again as he grabbed her hands and put them to her ears.

"Don't listen, don't look," she was shocked at how mature Ben was seeming at the moment. Does he know what dream this is? Unless, she looked towards the house that Max was opening the door to and agreed with Ben, closing her eyes as well. She had them closed for about a minute before peeking out.

"Ben?" she asked but out of her ears she could hear the screams from inside the house and just closed her eyes again. Whatever it was, neither her cousin or her grandpa wanted her to see it.

Ben stepped inside the house and saw the furniture tossed everywhere. There were papers littering the floor and the only source of light was the flickering light bulb on the ceiling. He saw what he knew was there though.

Max screamed as he stepped through the next door and Ben knew what must have been on the floor in there. He wanted desperately to go inside but his feet wouldn't move and that's when he saw it. Two humanoid looking aliens were in his Grandpa's kitchen as the old man stepped out of his bedroom himself and closed the door with a slam. Ben walked into the kitchen behind his grandpa to look at the green aliens that looked a lot like Xylene. Both of them were staring at Max with an insatiable hunger on their faces. The first one started doing a circling motion around the man but Max didn't even turn his eyes were so glassy.

It pounced, and that was the last thing it did. his grandpa pulled out a hunting knife from his waistband that Ben didn't even notice before and stuck it straight through one of the head tentacles into the wall. It screamed and his grandfather grabbed it by the throat and held it up with so much hatred in his eyes. His nightmare isn't what happened to his wife, it's what he did in vengeance, Ben stared as his Grandpa kicked backwards and nailed the other alien who was approaching right in the face.

The boy didn't waste time with other aliens and he went straight to Ghostfreak as he infiltrated the other alien's body. Standing up he barely knew how some of the limbs on the thing worked but it did have good hearing and he heard the loud crack that could only be the sound of a neck snapping. His grandpa dropped the body to the floor and it went limp and lifeless, then he turned and Ben had never seen the man with such fury in his stare.

"Grandpa, it's me Ben, you're dreaming," Ben said confidently but then he felt a foot in his face and wondered how his old man moved so fast before remembering that Max wasn't a senior anymore. His black hair proved it. "Don't you recognize my voice?"

"Stop it you pathetic piece of shit," Another first as Ben had never heard his Grandpa curse before. "If I had grandkids, they wouldn't be fucking shitters like you."

"Whoa, what's with the mouth grandpa?" Ben asked stepping back but his comment just seemed to anger the plumber more. His grandfather dove forward and tackled Ben before punching him rapidly and painfully. I'm out of here, Ben sunk out of the body and watched as the dream alien tried to fight back futilely. Changing back to a kid, he turned around but there were more than one crack this time sounding from the alien. Ben started to cover his ears but the crunching sounds wouldn't stop and then finally they did and he turned around.

Max stood over the body of the green alien and walked back to his bedroom. This time Ben followed, the man looked so, sad. He was no longer in a blind fury but he didn't even care about the lives he took. Seeing his grandpa like this suddenly made Ben understand why that even when he was fighting the worst bad guys, Max always made him stop and let the police get them.

Ben stepped in the room and avoided looking around and just stared at the back of Grandpa's head. His eyes wandered for a second before snapping back as he wished he hadn't. Now that he was looking back at his grandpa he saw what the man was looking for. It wasn't plumber tech, it was a normal Glock. The same type the police use.

The man had it pressed to his head and Ben quickly lifted his watch to change back to Ghostfreak and stop his Grandpa before he heard it. The loud bang and then the crash. Ben didn't even look up he just turned around and walked slowly out of the room glad he wasn't looking straight at his grandfather when he did that.

Even if she was able to drown out most of the noise, the bang was too much and Gwen was about to run into the house. That is until she saw her cousin stepping out of it. He was covered in red and it was dripping down his face as he stared at his hands and then up at Gwen. She ran over to Ben and looked at him questioningly but he started to tear up. "What..." she couldn't finish her sentence as the tears started dripping down his face and blending with the blood. Without thinking she leaned forward and hugged Ben as tight as she could.

Everything around them started to fall apart but they stayed in their hug. Ben finally broke the hug and fell to the ground. He stopped paying attention to Gwen and started slamming the watch on the floor as hard as he could.

"What's going on?" Ben turned for a second and as he messed with the watch, his grandpa was back rubbing his temple and Gwen ran over to him. "Hey Ben, what happened? What are you doing?"

"Don't watch," he said as he stopped slamming his watch on the ground. In front of him the two people faded and he started to forget where he was. "I can't see you anymore, but you can see me and I want you two to close your eyes and not watch."

Gwen stared forward at her cousin who was afraid even as the walls were rebuilding themselves. She remembered her nightmare and it was scary and by the way Ben acted their grandpa's was pretty bad as well. But right now he seemed more afraid than she'd ever seen him and everything was still mostly black. She looked around and didn't recognize anything, the sky was red as was everything around her.

Looking down she saw she was standing in the middle of a street but when she looked back up and more of the details settled in she gasped. They were in the middle of New York City and Ben seemed to have forgotten they were in a dream. He was looking around scared as screams came from every burning building. Cars exploded all over the place and he looked on in horror. Then she heard a way too familiar voice, "Ben!"

The boy turned around and saw his cousin. She was running towards him with their grandpa right behind her. "Go back," he shouted, "Get away from here."

"Nah, you need us Doofus," she teased but her real self looked afraid as Ben nervously scanned the area.

"Yeah we're a team Ben, you can't do this alone," her grandpa said. The real Max looked at himself and thought of commenting on his own appearance to his granddaughter when all shit broke loose. Four buildings, two on either side of them exploded and dust and smoke filled the street.

Gwen looked to her left and saw Sixsix floating in mid-air above a crumbled building. On the other side was Ghostfreak's true form with tentacles flying everywhere. The other two buildings she was much more afraid of. Above one floated Vilgax with an army of drones and on the other flew the disgusting form of Kevin with all of Ben's powers. The were all laughing at him and Ben took a look at each one of them.

"Help!" Ben spun around and saw Gwen being picked up by Sixsix and carried into the air. Max was fighting off Vilgax without any weapons but he needed to save his cousin first.

"You need to get out of here now," he shouted as he transformed into Stinkfly and flew up in the air. He heard a groan and then a thud and looked down at the street and the real Gwen and Max looked as well. Vilgax had a hand through Max's chest and the man fell to the ground in pain. "No Grandpa!"

"Ben help me, please," Gwen shouted from above and the boy looked back up as his cousin was grabbed by the arms by Kevin and the legs by Sixsix. He started flying up and transformed into Heatblast shooting a fire ball at the mercenary alien. Right before the blast hit the two enemies pulled apart and ripped Gwen in half with a scream.

Gwen looked up as both halves of her body fell out of the sky and crashed into the ground. She was horrified, even more so than her own nightmare. Max remembered his dream as well and he knew Ben was there and thought he was going to have to have a talk with him about it but there were much bigger worries Ben had.

The fireball hit its mark and Sixsix was thrown back but Ben didn't follow up. He was finished, "They were the only things that mattered to me. You killed them," the bad guys all laughed like it was just a game.

Ben heard Gwen's voice and looked to his right as he transformed into Wildmutt and ran towards her but this time Ghostfreak took over her body and threw her fifty miles per hour into a building that she splatted into. Ben wasn't thinking straight or he'd realize that she just came back and died again but he was just so sad.

Max and Gwen watched helpless as Ben collapsed on the floor. Both of their dreams versions kept reappearing and trying to help Ben stop the villains but every time they were killed. Again both of them appeared and Ben stood up becoming Wildvine, "Both of you, run now!" he shouted and used his vines to pull down all the bad guys and throw them to the floor.

"Shut it Dweeb, we can help." Gwen ran forward and did a spell that she didn't even know and was happily surprised that Ben thought highly enough of her to think she could do that. Max ran forward with his huge Vilgax gun and shot it straight at the aliens. Ben watched, optimistic but out from the smoke all the villains cackled and flew forward breaking his grip on them. "Eek," Gwen screamed as Kevin appeared in front of her. The boy was looking up and down her body in a way that no one appreciated and Ben turned into Diamondhead to smash the boy out of the way.

"Stay away from my granddau..." Max was shot over and over by Sixsix who had flown around and shot him in the back. Kevin shrugged after staring at Gwen viciously for a few seconds and his diamond arm turned into a spike that he slammed straight through Gwen.

"NOOOOOO!" Ben screamed and this time he didn't just fall back to the ground when his family was killed.

Real Gwen couldn't watch anymore but she couldn't tear her eyes away as she watched Ben fly as Stinkfly straight towards Kevin but changing last second to Fourarms. "What are you going to do wimp?" Kevin taunted but Ben didn't even look like Ben anymore. Besides being huge and having four arms and being red, he was a new person. Max looked at his grandson in horror and he lifted Kevin Eleven with two arms over his head and as he pulled apart he punched over and over in the boy's stomach with his free arms.

Kevin started coughing up blood but Ben didn't slow until a ripping sound was heard and then Ben threw him up in the air as he changed to Heatblast. Ben pulled both arms back and all the fire from the cars and buildings around him came into his palms and he fired it all at Kevin where the boy exploded in the air in a fit of screams.

Without pause, Ben's head snapped to the left and he was looking straight at Sixsix who mumbled something in a foreign tongue and started flying away but Heatblast was faster and flew right over him before turning into Cannonbolt and slamming down on his head crushing his skull.

At the same time, Vilgax and Ghostfreak charged him and started punching wildly but Ben was too good. Gwen and Max had never seen him so intense. "He holds back? How much does he hold back?" Gwen started stepping backwards as Stinkfly covered Ghostfreak in goop making him stay tangible and then Heatblasted the ghost. The mixture caused the ghost alien to scream as it burst into flames and exploded.

Vilgax looked, he looked afraid and that made Max scared. "Puny boy, I will have the Omnitrix," Ben's frown and angry face turned into a smile.

"You want the Omnitrix? I'll give it to you," he changed into every single one of his aliens until he finished on Diamondhead. Each one put its own toll on Vilgax's body tearing pieces of him away every time. The orange haired girl finally closed her eyes but she could still hear it as the crystal alien tore Vilgax apart. She opened her eyes and saw crystals covering the entire street rising all the way above the standing skyscrapers.

"It's just the dream, he's not this powerful," Max mumbled mainly to himself. 'Grandpa I can take care of it, you'll only get in my way.' All the times in the past couple of weeks they've gone to save the day Ben's become more and more reluctant to have them along.

"Oh my God," Gwen said as Ben stood there holding Vilgax's head.

"Killing us won't bring them back. Nothing will bring them back. You're just a pathetic, worthless," each word made Gwen cringe as she saw the toll it took on Ben, "weak, boy."

Ben froze and dropped the laughing tentacle covered head as he looked back down at his watch. He slammed his hand down hard and Vilgax's screams intensified as the enormous monster loomed above him. Taller than the Empire State Building, Way Big stood looking down at the street below and winced seeing the bodies of his family but then saw what he was looking for. He raised his left foot so high in the air and then slammed it down like a speeding bullet.

It was all over. Ben shrank down to normal size and walked slowly down the cracked street. There was a huge footprint that just missed the bodies of Gwen and Max as he walked over and then he looked down.

Max and Gwen walked over to their own bodies and looked down as well to see the damage and then gasped. Ben crouched down and kissed his grandfather on the forehead as he ran his hands over the laser holes all over his chest. Then he looked at Gwen with the huge hole right in the middle of her stomach. "I'm so sorry," he whispered before leaning down but she coughed.

"No," Max said as he looked down at Ben who was smiling wide while he looked down at his cousin. "No." The normal Gwen looked at her grandpa who grabbed her by the shoulders, "You shouldn't hear this." Max seemed a lot more upset than he should have been but Gwen knew this was a nightmare.

"I have to," she responded and pulled away before looking down.

"Gwen, you're okay! We need to get out of here, we need to get you to a hospital." Ben was rambling but then Gwen noticed something her other self was doing. She was trying to push herself away. "What's wrong?" Ben asked as she looked into his eyes terrified.

She mumbled something and he leaned in to hear her. Again she said it but this time much louder, "Help."

"I'm here Gwen. I'm here now," he moved in for a hug but she raised an arm and a small force-field pushed Ben away.

"Help," she said again louder this time. Ben stepped back towards her but she was squirming backwards, "Get away from me." She casted her eyes over to where Vilgax was and Ben knew she had seen it all.

"I d-did it for you," Ben said inching closer but she was beyond afraid anymore.

"You're a monster," she screamed. Actual Gwen backed up as she watched Ben's reaction. "Somebody help!" the girl in the dream was not faking it, she was afraid and terrified of Ben. "Help me!"

He backed away from her and she screamed again. "No no no no no," he mumbled as he grabbed his head. "Gwen please," he pleaded trying to move back towards her.

"You're a monster Ben, a monster!" She coughed up some more blood and stopped squirming. She looked almost at peace now and Ben ran back over to her, "Get away from me. I hate you, you scare me." She was barely speaking now but Gwen was leaning in to hear her as well. "Just get away," she dropped her hand and her head tilted to the side with her eyelids still open.

Gwen was screaming that she didn't mean it but Ben couldn't hear her.

The boy in the tattered white and black shirt looked down at his dead family and screamed. He slammed the Omnitrix everywhere until it started glowing orange, one bar on either side. "What is he doing?" Grandpa asked as Gwen pried her eyes away from her own corpse.

"Oh no," she cried as he went alien and then back to Ben. A small yellow sphere erupted around him and sent him flying back. Another bar or two appeared on the watch. "He's going to make it self-destruct."

"Won't that kill him?" Grandpa Max asked but Gwen knew the real truth.

"It's more than that Grandpa," he turned into Grey Matter and changed back exploding backwards in another ball of light. "If the Omnitrix explodes so does the universe." They both looked back at Ben as a ginormous ball of orange light shattered all the windows to the standing skyscrapers around him. Now there were people running around outside but Ben didn't stop. He was on the last bar and he didn't hesitate as he turned into Heatblast.

"This is where it started, this will be where it ends!" He changed back to Ben and the watch glowed fully orange for a second before getting red and then darker red before turning black. Then it flashed white.

"Ben!" Gwen shouted but the white light surrounded him. It absorbed everyone around them. Suddenly the Earth beneath them shot up and flew into the watch and the moon got sucked it. All the while Max and Gwen stood three feet away watching the Sun, and then the entire universe get pulled into the watch before the light died down and all that was left was Ben. He looked up at the watch and slammed it against his chest before getting sucked in as well.

"AHHHHHHH!" Beep-beep beep-beep, Gwen started flailing around as she felt arms all over her. She opened her eyes and saw four men in all white, with masks over their faces as she screamed.

"Someone inject her with forty CCs of... The old man's awake too. What's happening?!" Five more doctors ran into the room and started helping Max who was in the bed next to her. They came towards her with a needle and she punched the guy in the chest sending him flying into a wall.

"Ben, Gwen!" She heard called out from the bed next to her and struggled to escape the grip of the doctors.

"Somebody help me over here," Gwen looked to the other side of her bed. "I don't think he's going to make it." Some of the doctors left her side and she jumped up on the bed looking over to her right. Beep-beep, beep-beep, beep-beep, the sounds kept getting closer together as Gwen ignored the doctors' attempts to calm her down and she hopped off the bed and walked over to Ben's. He was spazzing out, arcing in the air his entire back curved up. Besides his underwear and the Omnitrix he wasn't wearing anything.

"Hey, what are you doing," one of the doctors tried to grab Gwen as she walked over to the head of Ben's bed but he felt a strong grip on his shoulder. He turned around and saw the man in the funny Hawaiian shirt shaking his head.

The ginger girl walked up to Ben's head and leaned down as he squirmed over and over again. She leaned down and whispered into his ear, "It's me Ben. It's Gwen." He stopped arcing up in the air but he was still wiggling around like crazy and his heartbeat was almost flat-lining the beeps were so close together. "That wasn't me in there Ben. I never, ever would have said those things." Nobody else in the room could hear her but they were all amazed as the boy that seemed like he was about to go into cardiac arrest started to calm down.

"Alright, thanks. Now it's time you two leave so we can do our jobs," the annoying head doctor stated.

"No," everyone except Gwen turned, shocked at the boy who sat up. He was looking straight at Gwen but it sounded like he was talking to everyone. "I'm fine now, it's time we leave."

He removed the IV from his arm and stood up standing next to Gwen and smiling at her. "You, you c-can't do that," the chief of medicine was annoyed that he was wrong so very often that day.

"Yes we can," Max stated with a smile on his face and stepped between his grandkids grabbing them each by a hand as they stepped out of the room. Every single doctor in the room was speechless and just stared at the empty beds that had comatose patients in them only minutes before. Never before had any patients like that woken up at the same time.

After checking out of the hospital, they walked down the main street to where they hoped their RV was but didn't see it anywhere. "Umm, guys, where's all the, uhh damage?" The three of them looked around the town hall but there weren't any explosion marks or cracks anywhere.

"Wait what's that?" Gwen said and pointed over to the building Charmcaster was thrown through and it looked like it was recently remade.

Max had had enough and tapped someone on the sidewalk on their shoulder, "Excuse me," the person turned around annoyed. "Where is all the damage? Wasn't there a fight here?"

"Yeah, like," the person counted on their fingers for a second, "Six days ago man. Are you okay?" All three of the Tennysons looked at each other and realized that it was the last day of summer.

"I have to get you kids home yesterday," Grandpa Max said as they followed behind him. He pulled out his keys that the checkout lady at the hospital returned to him and pressed a button. Within seconds the Rust Bucket rounded the corner looking like it always did except with a fence on the front of it that had an impound lot sign on it. Max tore off the sign and got into the RV before getting in the driver's seat.

Ben and Gwen sat on opposite sides of the table and all three of them were silent for a couple hours. Max called their homes and apologized for being a day late. He said they'd be there by ten o'clock. The three of them traveled in silence although Ben and Gwen were making eye contact almost the entire time.

Finally as they entered Bellwood Ben finally spoke, it was almost a whisper but they all heard it. "A ninety-eight?" Gwen dropped her jaw and Max almost careened off the road. They sat there for a solid minute and then Gwen laughed. She laughed so hard her lungs hurt and so did Ben. Max joined in and they laughed for the rest of the short trip back to Ben's house.

It was dark by the time Ben got home and as the side door to the RV opened he stepped out followed by Gwen and his grandpa. "It was a blast travelling with you all summer sport," the man rustled his hair. Ben smiled up, "Try not to use the watch as much as you can. Don't fool around with it. Only use it in emergencies."

"I get it, I get it." Ben smiled back and hugged his grandpa one more time before turning to Gwen.

"I still can't believe I had to spend the entire summer with a Doofus like you," she said.

"Ha, I'm the one who had to sit through all your annoyingness Dweeb."

"Freak."

"Geek."

Gwen almost shouted monster, and then caught herself and leaned forward wrapping her arms around her cousin. "I'll miss you," she said and he blushed and hugged her back.

"Yeah, I guess I'll miss you too. Maybe we'll have the same teacher," he said hopefully but she shook her head, they didn't even go to the same school. "Goodbye Gwen," he released the hug and stepped back as the two of them got back in the RV.

Ben watched as the Rust Bucket turned back on and started driving down the street and he wondered when the next time he'd see either of them would be. He stood there for awhile before heading back for his house. Then he heard it. Coming from the other end of the street was a car noise but he recognized it so well. He ran back over to the sidewalk and turned left as the car approached him. Only it wasn't a car, it was the Rust Bucket.

He thought it was coming back to his house but it stopped right in front of the house on his left. Max stepped out of the RV and Gwen followed looking really sad before realizing she recognized where she was. "Are you playing a joke Grandpa?" she asked annoyed. Turning she saw Ben staring at them the same spot they dropped him off two minutes before.

"Oh did I forget to tell you kids," Grandpa questioned with a wide smile on his face. "Gwen you're parents moved over the summer. They wanted me to keep it a secret but this is your house now."

"WHAT!?" Both ten year olds shouted as they turned back to the house next to Ben's. Realizing their grandpa had only done the trip around the block for one reason they turned on him. "You knew the whole time, and we," Gwen growled and glared at her grandfather.

"Hahaha, well you guys were cute anyway." Both kids blushed and turned heel walking back for their doors. "Hey what did I do?" Max asked but the second he stepped back in his RV he couldn't stop himself from rolling on the floor in fits of laughter.

A/n Hope you enjoyed. Reviews welcome.