Disclaimer: We don't own Ben 10.

Chapter 1.

Blueberry-blues was definitely going on the last of best smoothies ever. Ben was already a fan of the new flavor. The teen took another long sip before letting a loud burp.

Across the table, his boyfriend rolled his eyes. "Ben..."

"Sorry Rook." Ben smiled at the Revonahgander. "Excuse me."

Kevin had a sly smirk on his face as he leaned back in his chair, resting the back of his head on his arms. "When he burps like that it means he likes the flavor." He chuckled at a joke only he saw the humour of. Naturally Ben liked the blue smoothie.

"So," Gwen said, after shooting her boyfriend an odd look. "anything interesting happen here lately?" It had been a while since she and Kevin visited Bellwood, but she was on a seasonal break, and the anidote planned to spend all of it in her hometown.

Ben thought about it and shook his head. "Nah, not really." He took another sip of his smoothie. "We go to Mr. Smoothies, fight the bad guy, kick his butt, and-"

"You and Rook make out at the end of the day?" Kevin added, a sly look on his face.

KICK!

Gasping Kevin pulled his leg out from under the table. "OW!"

"What was that?" Ben asked, a too innocent smile on his face. He was immune to Kevin's glare. "As I was saying," he continued on as if he hadn't been interupted. "Everything is going pretty normal around here, just the regular baddies lately. Even the media isn't being as pushy like it used to..." The teen trailed off when the sky suddenly darkened.

The four of them, along with everyone else in the streets looked up to see the sky filled with dozens of large blue battleships.

"That does not look good." Rook stated, frowning deeply.

Ben palmed his forehead. "Why is it that every time it's totally calm for a few days something like this happens?" He groaned and put his smoothie down. So much for just spending time with his boyfriend and cousin.

"The universe likes to mess with us like that I guess." Kevin shrugged, getting to his feet, his hand on the table, ready to absorb the matter if it was needed.

Ben's hand went for the Omnitrix dial, but stopped when it suddenly made a beeping sound, indicating that there was an incoming call. Shrugging, he pressed a button to answer it. "Hey grandpa," he greeted. "Does this have something to do with the big blue ships in the sky?"

"Spot on." Max answered. "All of you get to H.Q. immediately."

"We're on our way." Ben replied before hanging up and turning to the others, a confident grin on his face. "Time to save the world again."

Gwen, Kevin and Rook got up, Ben stayed behind a moment longer to take one final sip of his blueberry smoothie, before following after them and getting inside the proto-truck and took off.

They were only driving for a few minutes when the video display suddenly lit up and the face of an alien none of them had ever seen before appeared.

The alien was large, and had pale scaly skin, and triangle shaped yellow eyes. "Greetings, people of Earth." The alien started, an amused grin on his thin lips. "My name is Kwaadsay, and I am now the new ruler of this planet."

All of them, except for Rook who was focussing on the road ahead, stared at the large alien on the screen.

"He thinks he can just declare himself earth's ruler?" Kevin scoffed. "If it was that easy, I would have done-" He stopped talking at harsh look Gwen send him. "...Nevermind."

"If he thinks taking over earth's that easy then he has another thing coming for him." Ben muttered, glaring at the pale-white alien on the screen.

"You will obey my rules and do as I say, or else face sever consequences." Kwaadsay went on. "Like the last planet that tried to defy me." The screen changed to show a video of a planet. After a bright flash the planet started to burn away like a piece of paper.

The video then changed back to Kwaaday, who now a had smug expression on his pale scally face. "Your leaders have till sundown to surrender the planet to me, or my army will interfere and give you an example of what is yet to come."

All four passengers in the proto-truck stared at the screen. "Uh, Rook," Gwen was the one to break the tense silence they'd fallen into. "you might want to speed up before panicking people start swarming Grandpa's shop."

"Agreed."

Ben-10-Omniverse.

Once at Plumber HQ the gang waisted no time and quickly made their way to where Max was waiting for them.

"Grandpa!" Ben was already talking before they reached him. "Who the heck are those guys? And why do they want to take over earth?" Usually he'd encounter the species before it decided to try and take over his planet.

It had been a while Max had looked this stressed. "They're Bleezians." Max answered, a grim expression on his face. "Power hungry aliens who want to control the whole universe. They've destroyed many planets that tried to rebel against them. the one who made the announcement is their leader Kwaadsay."

Patelliday stood besides the elder human. An apologetic look on his face. "Some say he's worse then Vilgax and Ma Vreedle combined."

Well that sounded pleasant... "Why did they chose to attack earth?" Gwen asked, her arms crossed over her chest.

"Because earth is one of the most well protected planets." Max answered meeting Ben's eyes, letting out a short breath when he saw Ben wince. "Taking over or destroying this planet will make them look more powerful."

Ben rubbed the back of his neck, this was so not what he wanted his hero status to cause. "That planet he destroyed..." He really hoped it uninhabited... If not... Well than those lost lives were likely his fault to. "How did he do it?"

"Turns out the Bleezians found the Destruahl." Max answered, that grim look still on his face. "Kwaadsay has been using it to force world leaders to surrender to him. That combined with his huge army-"

"Wait, wait, wait, wait." Ben interrupted his grandpa's explanation. "What's a Destruahl?"

Rook was the one who answered, a worried expression on his feline-like face. "Some call it the sister weapon on the Anihilaarg." The Revonahgander explained. "It was made by the same people, but unlike the Anihilaarg the Destruahl can be ussed to for more specific targets."

"It's way worse than the Anihilaarg." Ben mumbled, his mind back to that moment when the Anihilaarg went off. The cold nothingness that was left of the universe afterwards...

That seemed way better than what happened to the planet Kwaadsay used to make an example of.

"But if we get that thing away from them then they'll be easy to beat right?" Kevin asked, if the Bleezians were only relying on one weapon.

Max shook his head. "It's not as easy as that." He answered. "The Destruahl is on the mother ship and is heavily guarded. It would take a whole country population size army just to get to that ship. Not to mention getting past Kwaadsay's army..."

"But if we take down some of the other ships it would be easier to get to the mothership." Gwen wondered. "Right?"

Max rubbed his chin thoughtfully, before he could reply Molly Gunter, a woman who started working as a plumber on Earth only a few years ago, walked up to them. "Magister Tennyson," She started. "A large group of people and reporters are surrounding your shop."

Of course the media circus would join together with the frightened people. Max sighed. "Ben?"

"I'm on it." Ben answered, already turning in the direction of the door. "Come on Fuzzball."

Rook was about to follow after Ben, when Max spoke up. "Actually Ben I'd like to talk to Rook real quick about something."

"Okaaay." Was it just him or did Grandpa Max sound really nervous? Deciding that it probably was because of the invasion Ben turned to Gwen and Kevin. "Gwen, Kev, you two mind coming?"

"No problem." Gwen replied. It wasn't like she could help here anyway.

Once the three of them left Rook turned to Max, a small confused frown on his face. "Is something wrong?"

"Yes." Max nodded, he looked around, taking in the many plumber frantically moving around. All of them busy with their tasks to help stop the Bleezian invasion. "Lets talk in the Rust Bucket."

The old man was deadly silent on their walk to the old R.V. And he didn't spoke up after he closed doors behind him. Max just stood there, grimly staring ahead.

The man's odd behaviour was enough to make Rook worry. "What did you want to talk to me about?" He asked hoping to get Max out of his daze.

Max looked at Rook and finally met that his eyes. "How much do you know about the Destruahl?"

Rook frowned. That wasn't a question he saw coming. "Other then what I told Ben, not much."

Max tried to keep his expression neutral, but his mind was still reeling after reading through Paterlliday's report about the Destruahl. "What I'm about to tell you doesn't leave this room."

"Magister?" Rook was getting concerned. He then noticed how bad Max's hands shook. "Magister Tennyson? Is everything alright?"

"No," Max sighed and ran his hand down his face. "No, everything is not alright." He said and let himself sink down in his old leather chair. "The Destruahl is very similar to the Anihlaarg, but it's a hundred times powerful. If Kwaadsay uses it then there's only one of Ben's aliens strong enough to stop it."

"Alien X." Rook realised.

After Ben was sued by the intergalactic tribunal for recreating the entire universe, there wasn't a single being in the galaxy who didn't know how powerful Alien X was.

Max shook his head, slowly. "No... no."

"Magister Tennyson?"

"Alien X is powerful enough to stop it," Max agreed, nodding slowly. "but with all that power from the Destruahl, it would have negative effects on Ben's human body.

The fur on Rook's neck rose at that. He didn't like how... Hopeless Max had sounded as he said that. As if- Rook frowned. "How negative?"

"It-" Max rubbed his forehead. "It would most likely kill him..."

Rook's insides went cold hearing this. "B-but if Ben knew that he would not-"

"Rook, there are some things Ben hasn't told you yet," Max interrupted the Revonahgander. "Ben doesn't want you to worry about it..." And Max honestly hated that he himself knew about it. "But Ben always has this one plan." He remembered how ill felt when Ben so casually mentioned his 'back-up plan'.

"Yes." Rook nodded, he'd gotten tired of that plan long ago. "Charge ahead recklessly and get rid of the bad guys, but I do not see why Ben would-"

"That's not it Rook." Max's voice cracked a bit, but he forced himself to remain in control. "Ben's plan always is 'Get rid of the bad guys, save everyone... No matter what it takes." The man took a deep breath before continuing. "Ben is willing to sacrifice himself in order to protect innocent people."

The words hit Rook like a blow to the stomach, he even staggered back a few steps. "W-what?"

"If Ben knew using Alien X to destroy the Destruahl would kill him, he wouldn't care." Max explained. "He'll do anything to make sure his loved ones and everyone else gets to live safely. Which is why we need to get it and figure out how to destroy it."

"He..." Rook felt numb, he wanted to deny it. That Ben would be safe and not throw his own life away- but he knew Max's words were true. It was evident in the way Ben fought.

Ben was always quick to throw himself in harm's way. Taking the blows for innocent bystanders and for... Well anyone.

Rook had read Ben's file often enough to know that this wouldn't be the first time Ben sacrificed himself... He'd done it before for Patelliday's home world.

If Ben knew that there was a way for him to stop the Destruahl, than he would do it without a second thought.

The realisation made Rook dizzy and he sank down on an old chair. "Brallada..." He buried his face in his hands, still trying to process what he'd just been told. As if the constant threats on his boyfriend's life weren't bad enough... But knowing that Ben saw his own life as just another detail... Something he'd gladly give up if it meant other could continue theirs...

"Brallada!" Rook cursed again.

In retrospect Rook could understand why Ben did not want him to know about his 'get myself killed if necessary' back-up plan.

After ten minutes the Revonahgander finally looked up and met Max's eyes. "Max," It was the first time Rook ever addressed the human by his name other than rank, but ranks didn't matter. Not at this moment. Max had already said that everything spoken of now would not be repeated outside of this room. "you cannot tell Ben about this."

"I wasn't planning on it son." Max answered, looking far older than his actual age. He was damn proud of them, but he'd never meant to drag Ben and Gwen into this dangerous lifestyle. But couldn't regret introducing them to it either. Not with how much it helped them grow.

Neither Gwen or Ben would have met their boyfriends if it wasn't for this type of life, but still... He wished he could still protect them as easily as he could when he was younger. Before their problems were as big as the faith of planets or the entire universe.

"We need to get the Destruahl so we can find a way to destroy it." Max told Rook.

"But how?" Rook questioned, feeling drained. "Like you said, it would take a large army just to get to the mother ship."

Max smiled tiredly. "By force, but to sneak in, it would only take at least one man." He said meeting Rook's eyes.

It took a moment before Rook realized what the older man was implying. "You want me to sneak in?"

"Yes." Max nodded getting up and starting to pace through the room. "I want you to go under cover, and work your way to the mother ship disguised as one of their own."

It seemed like a wise plan. Rook saw that, but there was one giant flaw that he couldn't believe the Magister had overlooked. "But would Ben not get suspicious if I have to leave for a long time?" He pointed out. "How are we going to keep this a secret from him then?" After all, Rook had been told many times that he wasn't a good liar.

Most of the times it was Ben telling him that.

Max stopped pacing, his back turned to Rook. "We're not going to tell him you're leaving."

"Pardon?"

Max body sagged under an invisible weight as he slowly turned around. "I don't like this idea and I'm sure you're not going to like it at all," He paused for a moment before continuing. "but it's the only way Ben won't suspect anything... We'll need to fake your death."

"Absolutely not!" Rook was on his feet before he knew it. "I will not trick Ben like that!"

"It's the only way!" Max shouted, hating the plan just as much as Rook did. "You think I want to do this to MY OWN GRANDSON! Ben will be crushed! But I rather have him miserable and grieving than sacrificing his life."

"There has to be another way..." Rook argued weakly, already picturing Ben's reaction when Max told him of his 'demise'.

NO. He loved Ben too much to put him through that. "Something, sir." Rook pleaded. "A different approach without me having to hurt Ben like that." 'There had to be something else...'

Max was already shaking his head. "I can't tell him I'm sending you or anyone else to go undercover. He'll want to go in himself... And if he does-" Max swallowed. "I don't want him near that weapon Rook."

"I..." Rook had a hard time speaking past the fist-shaped lump in his throat. Never in his life did he think he'd do something so cruel as what Max was suggesting, but... The Revonahgander nodded solemnly. "Very well."