Disclaimer: I don't own Ben 10 Alien Force and I'm not in any way affiliated with the creators.

Notes: This takes place during Alien Force while Ben, Gwen and Kevin are searching for people to join them. This is my first story here, so please tell me if I need improving. Reviews are nice, so I'm hoping to get some. Anything in () are thoughts. -- is switching perspectives.

It all started on a late Friday night. Unluckily for the three, Kevin's car ran out of gas when they were very far from home.

"Uh, why are we stopping?" Ben asked. They were in the middle of a forest that had a small lake to the right of where the car stopped.

"We're…out of gas." Kevin said, slightly embarrassed.

"It's your car and you forgot to fill up!?" Ben was infuriated. He knew his mom was going to be angry if he came home late yet again.

"Hey! It's not as easy as it looks to drive and take care of a car. You've gotta stay focused, obey the speed limit an-" Before Kevin could finish Ben interrupted him.

"Obey the speed limit!? Gwen told me all about your speeding tickets." Ben said happily. Kevin looked at Gwen.

"You told him about my tickets?" Kevin asked Gwen.

"I didn't think it was such a big deal. Sorry." Gwen said apologetically. Kevin smiled after he heard that.

"Don't worry about it. It's not important anyways."

"So...what are we going to do now?" Ben asked him.

"There's a gas station pretty close. I guess I'll go, but someone needs to stay with my car. I don't want anything happening to it."

"I'll look after it!" Gwen eagerly responded.

"Thanks! I knew I could count on you." Kevin and Gwen stared at each other for a long time and then suddenly remembered that Ben was here. They both turned away at the same time. Ben was a bit disgusted.

"I think I'll go for a walk. Maybe I'll find something interesting." Ben said as he walked towards the lake.

"Ok, but be careful. You never know what's out there!" Gwen warned. Ben turned around.

"Don't worry I'll be fine!" He shouted so Gwen could hear. Ben walked through the forest. He never stopped feeling that something was going to happen.

(It's so quiet. Everything looks way too peaceful. Something's going to happen, I just know it! Wait, what's that!?)

Ben saw some branches move. He was prepared to use the Omnitrix if he had too. He expected an alien or some type of robot to attack him, but it was just a group of squirrels. Ben laughed after realizing that they were not a threat. He continued his walk and eventually was at the lake shore. He sat down and gazed at the stars.

(There's so much out there…I wonder if there's ever going to be peace among the aliens. Probably not. It's great being a hero, but it only solves some problems.)

Ben noticed a temporary purple glow to the right of himself. He got up and ran towards it. As he approached the spot where the purple glow was, he noticed a familiar face.

"Charmcaster!!" Ben screams. Charmcaster looks at Ben.

"What a lucky day! I've been able to steal another spell book and now you appear!" Charmcaster said smiling. "Where's the girl?"

"Making sure a car doesn't get stolen. What are you doing here in the first place?"

"I was trying to learn new spells, but I think that can wait! I'd rather deal with your cousin, but you've been a problem 5 years ago as well."

"Swampfire should be able to take care of her easily!" Ben slammed his hand down on his Omnitrix and transformed into Swampfire. Charmcaster used a spell that created a sudden burst of wind under Ben. It hurled him into the air, but Ben quickly reacted. He made sure he landed on his feet. Ben followed up offensively by blasting a couple of fireballs at Charmcaster. Charmcaster managed to dodge every fireball except for the last one. It sent her flying through the air. Luckily for her, she landed in the sand.

"Let's see how you like this!" Charmcaster quickly created two minions to assist her. They aggressively tackled Ben.

"Get off of me!!" Ben struggled for a bit then crushed one of them with his raw might. He was too slow, however. The other one bit his arm off.

"Hah! See wha-" Charmcaster stopped as she saw Ben's arm regenerating.

"What was that you were saying?" Ben threw a fireball which took out Charmcaster's other minion. Charmcaster was getting angry. She threw a magic explosive at Ben. Ben used his fireballs to counter the attack. It worked. Charmcaster kept using the explosives over and over, but all had the same results.

"Time for something new!" Charmcaster knew she had no time to look up new spells so she tried to remember a good one. Ben realized that this was his chance. He ran towards Charmcaster and prepared to strike. Charmcaster remembered a spell, but she forgot what it did. She didn't have much time before Ben would hit her. She thought of using an old spell, but decided not to because he had probably seen Gwen use them all and would know how to counter them. Charmcaster had only recently obtained the new book. She only mastered one spell which was similar to her magic explosives. That wouldn't work. She tried that already. Out of desperation she cast it not knowing anything about it, but the name. Ben was close to Charmcaster, but he stopped.

"Oh, man. This spell looks strong." Ben noticed that the ground illuminated. Charmcaster was now smiling, fully believing that the spell would do something nasty to Ben. An enormous explosion occurred that engulfed Charmcaster. Ben sustained a few injuries, but he regenerated quickly then reverted back to human form. He stared at the spot he had last seen Charmcaster. He felt that he should be happy that Charmcaster was gone. He wasn't at all. He then remembered that Kevin should have been back by then, so he rushed to the car.

"What kept you? We've been waiting here for 10 minutes!" Kevin shouted.

"Sorry, I got into a fight with Charmcaster." Ben said defending himself.

"Charmcaster!? I haven't seen her since that summer." Gwen exclaimed.

"Who's Charmcaster?" Kevin asked.

"She's a witch that Ben and I had to deal with a few times." Gwen explained.

"I see. Hey, man, are you okay?" Kevin asked Ben. He noticed that Ben was looking glum.

"Yeah…I'm fine." Ben responded.

"You don't look or sound fine." Gwen said.

"Charmcaster's gone…"

"Don't worry, we'll catch her. We always do."

"Not that meaning of gone…"

"Wait, you mean…what did you do?"

"Nothing! She accidentally cast a spell that made an explosion. She's gone now, but I still feel bad about it. If I hadn't fought her she wouldn't have used it. I should have never gone on that walk."

"Charmcaster had that coming to her. It was her fault, not yours."

"Still, if I…wait a minute, this is Kevin's fault!"

"My fault!? I don't have anything to do with it!" Kevin responded.

"If you had filled up when you were supposed to, we wouldn't have run out of gas and we wouldn't even be here!"

"All right you two, break it up!" Gwen said interfering. "We can't change the past. I think we should go home and get some rest. Maybe that will make you feel better."

"Yeah, I'm getting sleepy. Kevin, are we ready to go?"

"We've been ready for a while." They got in Kevin's car, but not before Ben took a final look at the forest. He knew he'd never forget the guilt he felt. Ben arrived at his house and received scolding from his mom. He tried to explain to her that it wasn't his fault, but he was too tired to argue well. His mom let him go to bed, but she said they would talk in the morning. That night Ben had a very strange dream…