Disclaimer: I do not own any part of the Ben 10 franchise, although I do have Ben, Kevin, Gwen and an Anodyte (Gwen) action figures. (Gotta love being a toy collector.)

Author's Note: I had the biggest shock of my life while surfing the net today. I just learned that Dwayne McDuffie, the great mastermind writer of Alien Force, Ultimate Alien and Static Shock died on February 21st. I decided to write this story in memory of him. Rest in peace, Mr. McDuffie.

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Gwen huffed in indignation as Kevin drove her home from a Plumbers mission. The Forever Knights were after rare alien technology and they had to stop them. It sounded easy enough but the Knights got away. The reason? Ben was not there with his team. "I can't believe Ben is doing this again." Kevin only rolled his eyes. "Seriously, didn't Ben learn anything from last time?" The redhead asked her boyfriend. "Ben is so full of himself that he's blowing us off from missions again!" As Gwen continued with her tirade, Kevin's Plumber badge went off.

"Yo, Tennyson." Kevin gruffly responded to the call. "Mind explaining why you blew off me and your cousin when we were supposed to deal with the Forever Knights?"

"It's not Ben, Kevin." Came the rough response.

"Grandpa?" Gwen questioned. "Why are you using Ben's badge?"

"This is something that can't be discussed on this frequency, Gwen." Max said; he sounded very sombre. "You better come to Mount Sinai Hospital." Before Gwen or Kevin could ask any questions, Max hung up.

"The hospital?" Gwen looked worried.

"Don't worry, Gwen." Kevin tried to sound compassionate. "I'll get us there in no time. No matter what it is, Ben will pull through."

Gwen only nodded. But inside, she knew that things weren't good.

As Gwen and Kevin entered the hospital, they ran into Gwen's parents. "Mom? Dad? What's wrong? Is there something wrong with Ben?"

Lily hugged her daughter. "Sweetie...it's your aunt..." she began to choke back tears.

"She was rushed into emergency a while ago." Frank continued.

Gwen pushed back from her mother and ran down the hospital hallways, trying to find her uncle and cousin. She ran into one room to find Carl trying to comfort an distressed Ben; Max and Verdona were nearby, trying to ease Carl's anxiety, knowing that he was an emotional mess as well. "Uncle Carl?" Gwen spoke quietly. "What's going on? What happened to Aunt Sandra?"

Ben started shaking and ran out of the waiting room. Kevin ran after him, finally catching the brunet by the stairwell. "Ben, talk to me." Although the words were rough, worry was evident in the Osmosian's tone.

"My mother..." Ben started to hyperventilate. Gwen caught up to the boys and rested a hand on Ben's shoulder. "When I returned home from school...she was passed out in the living room...I...I called the ambulance and they took her here...Dad got here as soon as I called him...and...I guess he called everyone else..."

"Ben..." Gwen whispered his name, not knowing how to comfort him.

"According to the doctors..." Ben whispered, "it's her heart...they don't know what it is exactly yet...but..." he started shaking, "the first set of tests was inconclusive, so they did another set..." tears started to stream down his cheeks. "They definitely have to do an operation, but there's no guarantee that she'll make it..." Ben started to cry uncontrollably. All Kevin could do was hug his friend while Gwen rubbed soothing circles on his back.

Verdona sat with Carl in the waiting room while the rest of the family walked elsewhere in the hospital. "Carl," the Anodyte spoke softly, getting her youngest son's attention. "If you need to talk..."

"You know, mom?" Carl whispered. "I was just thinking about the first time I met Sandra..."

"Your senior year at college..." Verdona smiled kindly.

"Sandra was just so...spirited...like life was a huge party and everyone was invited..." Carl recalled. "she was into everything...protests, human and animal rights causes...party organising; you name it and Sandra was there helping out."

"I remember the day when you went on your first date with her..." Verdona said. "You came home and boldly told me 'I found the girl of my dreams and she will be my wife'...I never saw you so happy before." She gave a small smile remembering her first meeting of her daughter-in-law. "I also remember when you brought Sandra home for the first time...you're right...she was – is – a spirited one...I almost believed that she was an Anodyte."

Carl began to rub his tired eyes. "Mom, what will I do without her?" He hated thinking about worst-case scenario.

Verdona did not know what to say. "I don't know, sweetheart...I don't know." All she could do was embrace her broken son.

Frank and Lily sat across from Gwen in the cafeteria, worried about her keeping her nose in an old spell book. Her older brother, Ken, arrived to the hospital not too long ago, also worried about his sister.

"Gwen, maybe you should take a break." Ken urged, trying to pull the book out of Gwen's hands.

"Not until I find something that can help Aunt Sandra."

Frank held onto his daughter's hands. "Gwen, not everything could be solved with a spell..."

Gwen was on edge. "Aunt Sandra has been in the operating room for almost 4 hours!" She raised her voice. "Obviously something's wrong!"

"Gwen," Lily tried to calm her. "Considering the doctors are operating on Sandra's heart, they need to take their time and do what needs to be done so that she can get better."

"What will happen to Uncle Carl and Ben if she..." Gwen bit her lip and began to nervously rub her left arm.

"We can't think that way, sis..." Ken reasoned. "We just have to have faith that Aunt Sandra will pull through."

"I was wondering where you two went."

Kevin turned his head to see who was addressing him in the hospital's chapel. Max sat down next to Kevin, watching Ben sleep restively against the older teen's shoulder. "The second I got Ben to sit down and let him cry, he finally fell asleep." Kevin whispered, looking down at Ben's tear-streaked cheeks. "With Ben always being so upbeat and winning against all odds, I keep forgetting that he's still human."

Max nodded. It broke his heart to see his youngest grandson so fragile. "The last time the entire family was together in a hospital was the night when Gwen and Ben were born."

"Sounds like a happy occasion." Kevin whispered.

"Not really...Gwen's birth was easy. But Ben..."

"What happened?" Kevin questioned as he turned to face Max. Ben began to stir in his sleep, causing the ruffian to halt his movements. He carefully repositioned his arm around the lithe teen, patting his arm until he fell back to sleep.

"Ben was born three months prematurely and almost didn't make it." Max remembered. "The family was on edge for weeks until the doctors said he could gohome."

Kevin looked back down at Ben, feeling sympathetic for the younger teen. "I didn't know..." Kevin always thought that Ben had it easy; now knowing that his best friend – his brother – almost died...Kevin shivered a little, trying to shake the thought out of his head.

"Ben's a fighter; just like his mother."

Kevin just nodded, thinking about when he met Sandra for the first time. "The first time I met Mrs. Tennyson, Ben had just broke out of the house to help me deal with a HighBreed scheme." Kevin mumbled. "Mr. Tennyson had just fired a BP-523 that blasted the HighBreed across the tanker; Mrs. Tennyson looked up at me and said 'You're Ben's ruffian friend, right?'. I knew she was asking a serious question, but the look in her eyes and the tone of her voice was almost laughable. Considering my background, I thought she would have placed a restraining order against me to keep me away from the family, but she didn't. Whenever I would pass by to pick up Ben, Mrs. Tennyson would always invite me to stay over for dinner and pack away extras for me to carry home or ask if I wanted to stay over for the night or ask other little things." Kevin's expression hardened, obviously holding back his own tears. "To certain extend, she was my other mother."

Max patted Kevin's head. He knew what Kevin was feeling. Sandra's kind and compassionate heart always comforted people.

"Mr. Tennyson?"

The family and Kevin were gathered in the waiting room again, sitting on edge as the head doctor addressed Carl.

"Doctor, how is my wife?"

"To be honest, it was touch and go for a moment; we almost had to call a Code Blue." The women gasped, as Max moved to stand next to his son and place a supportive hand on his shoulder. Verdona quickly moved from her seat to hold Ben, who began to shake, tears threatening to fall again. "Fortunately, your wife's a fighter. You have your son to thank for calling an ambulance when he did." The doctor nodded his head in Ben's direction. "If your wife stayed at home any longer, we wouldn't have been able to help her."

"What happened?" Ken asked.

"Mrs. Tennyson had an undiagnosed case of cardiomyopathy, in other words, heart failure. She was developing a virus in her heart, which was slowing down the flow of blood in her arteries and veins. Thanks to the surgery, she will be fine. For now, she is resting comfortably in the recovery room. She will need to stay in the hospital for awhile, so that we can continue to monitor her heart and give her the proper ACE inhibitors to keep her well."

Carl released a breath of relief. 'She's going to be okay...' He thought. "May I see her?"

"Of course Mr. Tennyson." The doctor responded. "Both you and your son can see her. But it must be brief. She's still recovering."

Ben pulled away from his grandmother, who gave him a relieved smile. He joined his father, walking down the hallway to the recovery room, to see his mother.