Disclaimer: I don't own Ben 10, only my OC so please don't sue.

Summary: From death to being pulled from limbo by Prof. Paradox of all people, Barry Jonathan was placed in the world of Ben10 on the night that the Omnitrix landed on earth near Ben-or rather Jen much to his complete shock. With danger all around him will he continue to try and fix the timeline like Paradox asked or will he choose to go back home overtime?

Chapter 11: Enemy Revealed

Barry sat in silence as the RV was moving, nobody said a word considering what had happened.

It was only two hours ago that Clancy was declared dead and the Police did show up with Max telling them what happened leaving out stuff like Jen's watch or the fact that Barry was the one who shot Clancy, instead saying it was him, thankfully it was all ruled self-defense considering the mayhem that Clancy caused on live TV during the celebration in Chinatown.

Plus the camera footage from the Nuclear Power Plant before it went down showed him killing the workers, they were destroyed before the Tennysons got there so they were lucky that Jen's abilities weren't revealed there.

Given how they declared Clancy as insane for his actions and attempts, nobody blamed Max for 'shooting' Clancy given how he had three kids with him to protect, though it probably had something to do with one of the cops that showed up being a retired Plumber that knew him.

Max himself found it strange how out of any of the cops that showed up, a retired Plumber was one of them but he didn't complain. He was just glad he thought ahead to licensing the gun in case something like this happened.

But he could tell from glancing at the mirror while driving that tension was in the air, especially since Barry didn't respond to anything that Max said to him.

Neither of them were saying a word right now and truth be told he wasn't surprised.

Today was just horrible for all of them and he only hoped that they'd find a way to overcome what happened.

If anything Max blamed himself because Barry shouldn't have had to do something like that. He should've made sure Clancy was unconscious instead of leaving to phone the police.

Instead Clancy was now dead and Barry was no doubt in shock from having blood on his hands, something a kid shouldn't have.

'Perhaps I shouldn't have let Jen become a hero?' Max thought given how he was the adult here and he didn't stop her from risking her life and by extension theirs with her hero work.

Normally as an adult he should've prevented her from doing that and tried to find a way to get the watch off of her, or at least tried harder to ensure Jen knew it wasn't a toy despite how she has used it to help others.

But he couldn't help but be extremely proud of the choices she's made with the Omnitrix when it came down to it and he was proud of both Gwen and Barry from how they handled everything up until this point.

'I can't believe that happened.' Barry thought to himself, trying not to shake as he was getting over the shock of what happened after the last few hours.

He-he just killed somebody. Sure it was a psychopath who just tried to nuke a city, but he killed somebody.

Barry wasn't even trying to kill him, he only saw Clancy about to attack Jen and Gwen, saw the gun and reacted without thinking.

The sound of the gun going off went through Barry's mind once more as he felt sick, a heavy weight surrounding him.

It was so easy to take a life. Just one shot and the guy was dead.

Glancing up, he saw that Jen and Gwen were just as lost as he was and at times they glanced his way, but quickly looked away.

Truth be told that was what hurts the most.

Did they think he was a monster for taking a life? Jen was a hero and she always found a way around that with her abilities and even Gwen would've found a way.

Him? He straight up shot the guy.

While he wanted to believe that they would still think of him as a friend he had to remind himself they were kids… Kids see things in a black and white fashion and killing, no matter the reason, was as far from a heroic action as any kid would think.

What Barry didn't know was that the two were just very unsure of what to think at this moment.

It was only hours since they've seen their first dead bodies, which given the Giant Robots on their first night of summer and everything else that followed since, was an achievement that they never dealt with anything like that until then. But to see a death happen and with it coming from a friend no less, they didn't know what to say.

They knew Barry, or as well as they did given it's only been close to three weeks but it was enough for them to know what he was like. But they couldn't help but think of what happened whenever they looked at him now.

What could they say?

Having enough of the silence, Barry stood up and walked to the bathroom, wanting to be alone without being subjected to their glances as he contemplated his choices.

Should he just leave? Not the world but the group? Sneak out when they stop for the night?

Glancing up at his reflection in the mirror, Barry saw his older self like usual, only this time there was blood on his hands and his eyes widened before he looked at his actual hands to see nothing.

But it didn't stop him from turning on the water to scrub them, trying desperately not to think about it and before long he was choking back a sob, trying not to cry.

While that was going on, Gwen stood up and walked over to the front seat next to Max. "Hey Grandpa?" She asked in a small tone while he stopped at a red light. "What now?"

Taking a few moments to gather his thoughts, Max spoke up. "We move on."

"Just like that?" Gwen asked in disbelief. "It's that easy? Especially after he killed someone."

"Hey he's still Barry!" Jen spoke up at hearing that while Gwen gave her a look.

"Oh don't act like that dweeb, you couldn't look at him earlier," Gwen rebuked with Jen hesitating. "I know he's still Barry but-."

She trailed off there, uncertainty on her face.

How could they move on from this?

"I should've made sure Clancy would remain frozen." Jen said looking away.

If she did that, this mess could've been avoided.

"He was frozen in the room with the Reactor, there was no getting around him thawing out." Gwen reminded her. "If we were quicker or stopped him earlier we could've-."

At that point Max interrupted. "There's no point in thinking about what if's," He said, wanting to make a point to them. "It happened and no matter how much we wish it didn't, we can't change it, we can only move on and recover."

Seeing a sign showing a rest stop, Max turned to pull in for the night.

With everything that happened they needed to sleep, but Max was pretty sure that sleep would be the last thing on anyone's minds right now.

Unknown to them however, Barry was listening in as the bathroom door was ajar, before silently closing it once more.

"The Omnitrix, being used for pointless heroics." A voice snarled high above the Earth's atmosphere as a being was currently in a high-tech medical pod with several screens showing news events of various alien forms.

It angers him that the device he spent so long trying to acquire was being wasted and treated like a toy.

"Shall I dispatch more drones to retrieve it?" One of the beings medical bots requested, but the being was done waiting.

"No." Steam began to emit from the pod as it opened for the first time since he was put in there, before a large shape exited it with fury in his eyes. "I will see to this task myself."

Barry waited until the Tennyson's were asleep, still wide eyed and awake as he could hear their breathing before he pushed the covers off.

If he was to leave, now would be his chance.

He barely got his shoes on when he heard a yawn. "Barry?"

The blonde froze when he saw Jen sitting up, rubbing her eyes tiredly before seeing what he was doing.

Despite the new uneasiness that came with looking at him, Jen easily put together what was going on and she frowned.

"Are you running away?" Jen asked in disbelief, leaving for Barry to look away.

"N-No." He tried to lie, but Jen actually saw through that and raised the arm with the Omnitrix.

"If you try to run away, I'll just go XLR8 and get you back." She warned with Barry now glaring.

"It's none of your damn business where I go!" Barry said, straining not to shout as that would wake Max and Gwen up.

Surprised by him cursing, Jen returned the glare. "Of course it is, you're my friend," She said catching Barry off guard. "If you think I'm going to let you run away you have another thing coming."

"B-But." Barry stopped talking as he looked down, shaking.

She wouldn't be saying this if she knew Barry has been lying ever since they met each other.

That he's been manipulating events in a way, even if he wasn't trying to.

If she knew that he had knowledge of what could happen, what would she say?

His mind kept repeating that along with everything he's been pushing down since he arrived here.

His death in his old life to his fear from the giant hamster to killing Clancy without thinking. He always tried to keep a lid on it all to avoid making a scene, but he couldn't keep it up.

Jen's frown became a concerned one when she saw Barry shaking.

In the three weeks Barry has been here, he always had a smile and never let anything bother him all that much. To see him like this was weird.

A rapid knocking on the door made them jump as Barry quickly turned away, trying to put himself back together after the near breakdown he had while Max and Gwen woke up due to the knocking that increased.

"Who knocks at this hour?!" Gwen complained, rubbing her eyes.

Max got up, already noticing that Barry was dressed like he was about to go somewhere and made a note to talk to him about this, but right now he should see who was at the door.

Opening it however there was no one, except for a note that was taped to it.

"Did someone seriously just prank us?" Jen asked in disbelief, equivalating this to ding-dong ditching.

Max however took the note and read it, his eyes widening as fear began to show on his face.

"Grandpa?" Gwen asked, seeing the fear while Barry was completely lost.

He doesn't remember this happening.

"Change of plans, we're hitting the road now." Max said, pocketing the note that read 'Vilgax is coming.'

He might not know who sent the note but he doesn't care right now. The fact that it had that name didn't bode too well.

If there was one thing he learned in his life it was to never take chances when something concerned Vilgax.

"Grandpa it's three in the morning." Gwen tried to say but the man wasn't listening.

Taking advantage of the situation, Barry slowly backed into the bathroom and locked it before he pressed his back against the door and slid down it.

He can't believe he nearly broke down like that in front of someone.

'Come on, keep it together you can't just break down like that.' Barry told himself knowing that it would be hard to convince Jen that he was fine after that.

He was fine, nothing was wrong.

Barry kept telling himself that despite how he knew that everything was wrong right now.

Hours passed as Max still kept on the road with Barry now out with the others again after pulling himself back together.

Clearly Jen hasn't told the others but he could feel her giving him concerned looks when she thought he wasn't paying attention while Gwen was typing away on her computer, keeping herself busy.

Turning away from Barry, Jen looked out the window to see a field outside. "What's with the lead foot Grandpa?"

"I want to make Mt. Rushmore by nightfall."

Hearing that made Barry jolt with fear now showing.

The only time he remembered heading to Mr. Rushmore was-.

Vilgax.

Oh crap, they were about to deal with Vilgax.

This was bad, very, very bad.

Out of all the bad guys the cartoon showed, Vilgax was the most dangerous and became Ben's arch-enemy. No doubt that would be the same here.

Unknown to him however, Max saw that reaction from the rear view mirror and frowned.

Does he know?

He'll worry about that later.

"I'm so bored," Jen said before smiling as she looked at Gwen. "Let me play a game."

"I would, but I think this would be a good lesson for you to learn on how to entertain yourself." Gwen responded without missing a beat.

Slowly a smirk went over Jen's face as she reached for the Omnitrix.

Knowing he had to keep her from using it at all costs, Barry acted.

"Maybe all three of us can play something?" He asked, but this had the effect of Gwen freezing up a bit he spoke, with her mind flashing to when Clancy was shot despite how she tried to ignore that.

She just couldn't believe that Barry was acting like nothing was wrong after that.

"I would but I have a few things I need to look up to prepare for school." Gwen lied, avoiding eye contact with Barry.

"School?! We're barely done with the third week of summer." Jen was dumbfounded by that.

"It's called being prepared, you should try it sometime." Gwen snapped showing that she didn't want to talk.

Barry got the hint as he could see that Gwen was looking everywhere but at him.

He won't lie and say that didn't hurt, but he did understand.

Jen hesitated as she did want to have some fun that involved using Upgrade to take over her laptop as a joke, but she thought about how she caught Barry attempting to run away and wanted to fix that.

"What suggestion do you have?" Jen asked, the question surprising Barry but he forced himself to smile.

"Perhaps you can show me what the big deal is with Sumo Slammers?"

If anything that made Jen grin.

Sumo Slammers always made things better for her.

High up in space, Vilgax watched the screens in silence, his giant form hidden by the shadows as he sat down on his throne in thought.

The Omnitrix hasn't been activated in a few hours, but he narrowed it down by pulling up the past instances where it has been activated, running a diagnostic that would predict a few locations on where it would activate next in a three hundred mile radius.

Rather than search them however he had a plan, one that came from seeing the video footage of the user saving people showing a hero complex.

"Send the drones to attack everything in this radius." Vilgax ordered in a dark tone. "Once we draw the Earthling out, we'll close in on their position."

"Whoa!" Jen paused the game much to Barry's confusion as they were passing by Rapid City. "What's going on over there?"

Looking out the window alongside her, Barry's eyes widened at seeing the smoke and explosions.

'But how?! I prevented Jen from using the watch, there's no way for Vilgax to find us.' Barry was completely baffled by this.

"I'm sure the local authorities have everything under control." Max said despite the worried look he had.

That threw his Granddaughters through a loop given how Max would always be ready to help out in a situation like this.

A massive explosion went off in the distance while Gwen typed into the live News Feed. "Jen, it's the same robots from the night you got the Omnitrix." She said with Max looking very worried. "And it's not just here, they're attacking everywhere we've been. New York, Sparksville, the Lake, New Orleans."

Initially surprised, a look of determination formed. "It's Hero Time." She said activating the Omnitrix despite how Max tried to get her to stop. "Let's turn up the Heat."

With that she transformed into Heatblast.

Not even waiting for Max to stop, she jumped out of the RV and used her flames to fly towards the danger.

"I've got you now." Vilgax clenched a fist as the Omnitrix was finally activated. "All droids converge to this location."

With that he stood up.

"It's time we met face to face Earthling."

It took no time at all for Heatblast to make it to Rapid City throwing fireball after fireball at the droids, causing them to blow up as the civilians kept running.

"Hey gear heads, how about you pick on somebody with some real fire power?" Heatblast taunted, landing right as the remaining droids turned towards her. "Aw man, I didn't mean all at once."

She should've expected this, whoever was controlling these was most definitely after the watch, especially since they've been attacking countless locations.

In hindsight it was obvious this was to draw her out, but right now Heatblast didn't care. She wasn't one to leave innocent people to fend for themselves.

'Can't waste any time.' Heatblast knew she had to hurry if she wanted to win this before turning back to normal so she got to work by creating a twister of flames that engulfed the robots, taking them down in one shot.

It was something she came up with recently that she wanted to try out, though it did take a lot out of her given how tired she felt after expelling so much heat.

That was awesome, she needed a name for that move. Fire Twister? Pyro Tornado? Heat Storm? So many choices.

"Heh, no problem at all." Heatblast got out right as she heard a noise and turned only for something to slam into her as she was sent flying right at the side of a building. "What the-?"

It seemed to be a restraint of some kind, an electric one.

It was way too advanced for Earth, that's for sure.

A rumbling noise made Heatblast look up as a giant metal sphere rolled through the smoke, coming to a stop right in front of her.

Expecting it to be another giant robot like the one that attacked the camp, Heatblast was surprised when it opened up to show a huge alien that was calmly sitting in there.

Vilgax slowly stood up and stepped out, showing a large humanoid figure with a face resembling a green octopus, the tentacles acting like some sort of beard. Huge green squid-like arms that were stretched out, covered in cybernetic enhancements as he wore a black and brown suit of armor and gloves, some sort of breathing mask covering his mouth.

"At last we meet," Vilgax snarled, looking his foe up and down. "The Earthling that has caused me so much trouble on this backwater planet."

"Who are you?!" Heatblast demanded, a bit angered by how this Alien insulted her planet.

"I am Vilgax and I have come here for the Omnitrix." Vilgax saw no harm in telling her, confident that she would be no match for him.

"Sorry but I have a feeling that you wouldn't use it responsibly." Heatblast quipped as she began to expel heat until the restraint melted and then launched herself at Vilgax who calmly stood there, not even bothering to defend himself until the punch landed on his face, barely affecting him.

He then backhanded her, knocking her to the ground where she rolled with the momentum.

"Going to have to do better than that." Heatblast declared as she got back up and launched fireballs at his feet.

Vilgax just walked through them, grabbed her and threw her through several buildings where she laid there in pain, bewildered by what just happened.

"... Alright, that was better." Heatblast admitted through the pain.

This was crazy, who was this guy?!

Vilgax then leapt high into the air, landing a few feet away from her.

"Great, he can leap several buildings in one jump." Heatblast muttered, trying to hide her fear. "I need to slow him down."

Looking around, Heatblast noticed how the part of the street she was standing on turned to tar and she gained an idea.

So focusing, heat exploded from her, turning the entire street to tar as Vilgax was caught off guard by it with him sinking in it.

Though he was still moving towards her, albeit at a slow pace, despite slipping and falling.

That was the scene that Max drove up on, his eyes widening at seeing Vilgax with him having mild flashbacks while Barry swallowed nervously. "No, it can't be."

"Grandpa?" Gwen asked in surprise right when he pulled up in front of Heatblast who looked surprised.

Not wasting any time, Barry threw open the door. "Jen, get in here!" Barry told her.

Heatblast looked surprised. "What are you talking about? I'm about to kick some serious alien butt-."

The Omnitrix chose that moment to time out with Jen now looking rather embarrassed.

"Jennifer Kirby Tennyson, get in here right now!" Max demanded and the use of her full name was enough to cow Jen into entering the Rustbucket right as he took off.

Vilgax narrowed his eyes at the retreating vehicle as he struggled to get out of the tar.

He had underestimated this Earthling for the last time.

"Believe me when I say that you don't want to pick a fight with Vilgax." Max said in a rather harsh tone as he stepped on it.

"How did you know his name was Vilgax?" Jen asked, not expecting that.

Gwen looked very nervous. "Grandpa, what aren't you telling us?"

Max gained a hesitant look, not wanting for his past as a plumber to come out like this while Barry glanced out the back window. "We have incoming!" He shouted, taking the attention off Max as two robots were closing in.

"Hang on." Max swerved, dodging the shots being fired with the kids barely being able to keep themselves from being thrown around.

"We can't keep this up forever." Gwen managed to get herself to the front seat where she strapped herself in while Barry was hanging onto the table for dear life.

Jen was rolling on the floor, having lost her balance as she kept trying to work the Omnitrix.

"It's going to get a whole lot worse if we don't make it to Mr. Rushmore." Max's insistence on heading there was starting to annoy Gwen.

"Why?! What's there?!"

"Now is not the time to explain." Max swerved around another shot. "I promise I'll explain after this is over."

"Well I'm not going down without a fight." Jen finally got the watch to work as she became Stinkfly. "Yes."

"Jen!" Max called out to her while Barry tried to stop her by grabbing her tail.

"Max sounds serious you shouldn't-." Barry tried only for Stinkfly to take off, leaving him to let go before he got taken along for the ride, but he slammed into the wall. "Ow, that's smarts."

Pushing himself up as Max kept going, Barry gained a worried look.

He knows exactly how this will end and he really hoped they were fast enough to prevent Jen from losing an arm.

Yes in the show Ben didn't lose his, but this wasn't the show and that could be one of the changes in this timeline.

"Grandpa we can't just leave Jen to fight this." Gwen tried but Max shook his head.

"We need some special help first."

"Let me guess at Mt. Rushmore?" Gwen asked sarcastically only to wince as she saw the serious look on his face. "Grandpa, you're starting to scare me."

"Whoa!" Stinkfly flew around the beams of energy with ease as they focused more on her than the RV.

She'll apologize to Barry later as she did see him hit the wall when she took off, but right now she needed to take care of these robots so they could escape.

Landing on one, ducking the blasts of energy, Stinkfly shot goop at the gun, causing it to explode before stabbing her tail in the remaining robot, making it fall to the ground as she took to the air again.

"Float like a butterfly, sting like a Stinkfly." Stinkfly taunted with a grin as she flew back after the RV before she screamed as a massive weight engulfed her.

"Give me the Omnitrix!" Vilgax ordered as they were falling towards the ground only for Stinkfly to shoot goop at his face, loosening up his hold and she shot a larger one, making him crash to the street.

"Probably should've gone Four Arms for this one." Stinkfly muttered, flying as fast as she could as that barely slowed Vilgax down before he was back to chasing her by jumping on rooftops. "Take a hint already squid face!"

Stinkfly attempted to fly higher to keep out of his reach to lose him that way so she can catch up with the others, but Vilgax was done playing games, making one last leap to jump right above Stinkfly, catching her by surprise as he grabbed her in a bear hug and used his weight to make them slam through a building, making a crater at street level.

That stunned Stinkfly long enough for Vilgax to grab her by the front of her suit and raise a hand with one finger glowing red. "I grow tired of this."

With that he pressed the red finger on the Omnitrix face plate right before Stinkfly could blast him with goop, turning her back into Jen who was now scared out of her mind.

"How did you do that?"

Vilgax said nothing for a few seconds, the shock of what he was seeing actually baffling him before anger clouded his vision. "A Child?! The Earthling who has interfered with my plans and kept the Omnitrix away from me is a mere child?!"

If he was infuriated before he was downright pissed right now.

As Jen struggled to get out of his grip, Vilgax frowned as something about this child seemed familiar.

Yet he couldn't recall why.

No matter, the Omnitrix was his.

He reached for it only for the Omnitrix to give off sparks right before energy erupted from it, sending Vilgax flying through a building, doing more damage than anything else that Jen tried to do as she was dropped hard on the ground landing on her back leaving her in a daze before she could hear Vilgax stomping towards her.

Forcing herself to get up, Jen went to run but Vilgax grabbed her by the leg and lifted her up, leaving for Jen to quickly grab her skirt to avoid it going up.

"Let me go!" Jen demanded despite how the Omnitrix was still red while Vilgax narrowed his eyes.

"It seems that the Omnitrix has already merged with your DNA," Vilgax deduced as Jen tried to kick his hand with her free leg only to hurt herself when she did that.

"I uh suppose that doesn't mean you won't let me go does it?" Jen had to ask despite knowing it was useless.

"Hardly." The fact that Vilgax answered her actually surprised her, but she sighed.

"Figured as much."

Hearing a noise, Jen turned to see the sphere that Vilgax was in roll up to him and opened up right before he tossed her in there and entered.

Jen barely had time to get up when he grabbed her again, this time placing a cuff around her hand where the Omnitrix was, thereby preventing her from activating it when it recharged.

With that out of the way, he directed the sphere to take him back to his ship, but now watching Jen as she tried to remove the cuff, even going as far as to hit the wall to try and get it off.

That was when she noticed how he was watching her. "Cut it out, you're giving me the creeps."

Vilgax scoffed in disgust. "To think all of my plans were stopped by a mere child, when my droids failed to retrieve the Omnitrix three weeks ago, I assumed you were a ferocious warrior of cunning resolve, yet here you are, nothing close to what I imagined."

"Hey, I still beat your robots." Jen was annoyed at how he was now looking down on her. "If I could go alien you would be sorry."

"I'm shaking." The sarcasm was rather clear in Vilgax's tone showing how unlikely he thought that was. "If my body wasn't mutilated that night I would've retrieved it myself, instead I had to use my droids and hire bounty hunters to go after you while I recovered."

Paling a bit at hearing how Vilgax was 'mutilated', Jen tried not to focus on that as she finally realized this guy hired Kraab and Sixsix. "You'll never get it."

The way she glared at him made Vilgax pause as once more he found that familiar. "You remind me of another terran, child." He admitted much to her confusion. "Be thankful you don't share my hatred."

There was no other Earthling he hated more than Tennyson.

Barry burped as he was starting to get a little car sick due to how bumpy the road was, sitting at the table while Gwen had the same look while sitting in the front seat.

"I don't think tourists are allowed on this road." Gwen said with Max now giving a little nostalgic smile.

"We're not tourists, we're tenants."

Driving around the corner, Max came to a stop right in front of a sign that said 'End of Road'.

"Grandpa?" Gwen asked right as Max reached down beneath the dash and pressed a button resulting in the ground beneath them to shake to show that they were parked right on top of an elevator. "Is this some sort of government facility?"

"Something like that." Max let on, glancing from her to Barry who looked in awe of finally being in a 'Plumber' base, taking note of the lack of surprise he was showing.

Lights came on as the entrance above them closed showing a man-made cavernous base that had to be at least ten stories with Gwen looking very surprised by how this day was going, leaving her with a ton of questions.

Turning off the rust bucket, Max stood up as they finally reached the bottom and exited, leading Barry and Gwen to exchange looks, the former forcing a puzzled expression before they took off after him.

Following him, Gwen kept quiet as Max went through a hallway filled with a large number of cabinets, but with each one opened she began to lose her composure, especially when one took into account the high tech weaponry showing in each one.

After the tenth one, she finally lost it. "That does it, I'm not taking another step until you tell us what's going on, why aren't we helping Jen? What is this place? And how do you know that Alien Creep who's after Jen?!"

"I think they said his name was Vilgax." Barry offered the name.

"Not the point." Gwen got out through gritted teeth.

Max on the other hand finally found the right cabinet and pulled out some industrial looking goggles. "Let's make it quick and just say I wasn't your standard Plumber before I retired."

He then added to that by pulling out a futuristic laser cannon that crackled with energy making Gwen's mouth drop in shock.

"If it wasn't for the situation, I would think that is awesome." Barry had the grin on his face before getting serious. "We need to hurry though, Jen could need our help."

Max gave a nod of agreement as he began to carry the weapon back to the RV as the kids followed before Barry saw Gwen glancing at him.

Despite getting used to it, Barry finally said something. "Can I help you?"

Gwen gave a start given how she thought she was doing a good job of hiding it. "No." She said a little too quickly, hesitating before deciding to say it. "You're not going to grab another weapon are you?"

That made Barry whip his head towards her in shock before realizing she had a valid reason to be concerned about that given how he did steal the pistol back at the lake and kept it secret for a short time.

And after what happened yesterday, yeah she definitely had a right to be concerned.

"No." Barry didn't care if his voice sounded hollow as he said that. "I don't want to touch another weapon again."

Gwen stopped walking at hearing that and a guilty expression showed on her face.

Back inside his spaceship as it was preparing for take-off, Vilgax hummed as he studied a holographic chart that showed Jen's vital signs along with how much the Omnitrix bonded with her DNA.

"I should've expected for you to be a child given how the Omnitrix was being used as a toy." Vilgax commented while Jen glared from her prison.

She was being held in place in a large circular device, energy fields surrounding her feet and right hand while her left hand where the Omnitrix was inside of a tube.

"Hey I saved a lot of people."

His mechanical footsteps echoing around the room, Vilgax got into Jen's face, almost making her flinch. "You hold the key to a power struggle, so ancient, so vast that it's beyond your feeble comprehension," Vilgax let on with Jen despite her brave face, feeling slightly terrified. "Picture an entire army, each in command of an Omnitrix. All at my command, I'll be invincible. I will rule the Universe."

Hearing all of that made Jen's pupils dilate a bit from the fear that was increasing at the thought of an army like that being used to hurt people.

"And the only thing standing between me and my destiny is you." Vilgax will admit he was taking some pleasure in seeing the fear in her, but he was surprised when that fear changed as Jen gritted her teeth in anger.

"You won't get away with this." Jen told him, her fear now gone due to what was at stake.

This wasn't like Animo or Hex, this guy was much worse, just above Clancy in her opinion.

"That's where you're wrong child, I already have." Vilgax pressed a button as a rack of sharp looking weapons slowly rose out of the floor, Jen's anger fading as she saw them and realized what he might do before he turned to one of his droids. "Prepare for take off."

As the droid gave a salute, Vilgax walked closer to Jen.

"Once we're in Orbit I'll have the pleasure of destroying this planet once and for all."

"This weapon is keyed into Vilgax's biometric signature, hopefully it'll take him down for good this time." Max explained as they were now leaving Mt. Rushmore, this time driving as fast as he could.

"This time?" Gwen asked but Max ignored it.

"There's a button underneath the cabinet, press it."

After a second, Gwen opened it and saw the red button so she pressed it only for a holographic map to appear in front of her, making her jump.

"GPS tracking signal, it's locked onto the watch you navigate." Max told her before glancing back at Barry. "You keep watch behind us, make sure none of those robots attack us before we're there."

"Got it." Barry said with no hesitation.

Thanks to the GPS however they managed to find the ship quite easily, though it looked like it was preparing to leave which nearly made Max curse. "We have to get aboard."

"Aboard? How?" Gwen asked, seeing it already rising into the air.

Instead of answering, Max smirked and pressed a button on the steering wheel which made the radio flip around to reveal a control panel.

"Okay how have we not found any of this stuff?" Barry asked in slight disbelief.

It was cool when it was revealed in the cartoon, but now it just confused him.

Gwen looked as if she agreed with him when Max spoke up. "Hold on, this will get bumpy."

With that he pressed another red button which made the Rustbucket shudder as the front bumper extended thanks to a piston that was built into it, effectively turning it into a battering ram.

"Oh." Gwen muttered, now seeing how they might get on board right as Max pressed another button and the back opened up showing what looked to be a rocket exhaust that came to life, making the RV hurtle forward with Gwen now pressed against her seat and Barry who was at the back was now against the wall.

'Did this happen?!' Barry couldn't remember right as Max managed to find a good area to ramp off of and now the RV was on a collision course towards the spaceship.

Vilgax grabbed a handle that made an energy blade spark to life before he held it just inches from Jen's arm making her struggle, now scared of what might happen.

She was already having images of the blade cutting her arm off.

"No use in struggling, there's no chance of you escaping this child." Vilgax told her, his tone showed that he was enjoying seeing her squirm.

Jen didn't listen and kept struggling as Vilgax raised the blade.

He had no intention of killing her, if he did he would've just crushed her head and be done with it.

No he wants her to suffer and he needs her alive for that, that's why he chose this tool as the blade would cauterize the wound the moment he cuts the arm off to avoid her bleeding out.

Then he'll make her watch as he destroys the planet and begin his conquest of the universe.

Right before he could swing the blade down, Vilgax paused as he heard some sort of beeping that made him turn as the wall suddenly collapsed when the RV rammed into him right before it backed up and Max came out with the futuristic gun.

"Warning. Hull Breach and Power Surge!"

Seeing Max, disbelief came over Vilgax right before the old man spoke. "Get your claws off my Granddaughter Vilgax."

"Grandpa!" Jen called out, relief in her tone.

Hearing that, Vilgax was in shock that the human he hated the most was related to the child and that allowed for Max to fire the weapon at him, blasting him through the wall as the alarms on the ship were going off.

But as he was blasted through everyone heard him shout 'Tennyson' out of pure rage.

"Grandpa, you know him?" Jen asked, not expecting that as Max, Gwen and Barry rushed towards her prison. "And where did you get that weapon?!"

"It's a long story, I'll explain later." Max promised but that was when something weird happened.

The Power Surge began to go through the cuff around the Omnitrix causing it to go through Jen who began to spasm in pain right before she turned into Heatblast. "Hey what's-," She stopped as she changed again into Ripjaws. "Going on?!"

It continued like that from Ripjaws to Stinkfly to Wildmutt.

"The surge must've affected the Omnitrix." Max theorized right as Jen changed again, this time into Four Arms.

With the increased strength, Four Arms broke free of the prison, destroying it right when lasers began to fire at all of them with Gwen reacting. "Look out!"

Hearing that, Jen quickly placed her Four Arms in front of the others, taking the hit before surging forward to punch them only to turn into XLR8.

Initially surprised, XLR8 worked with that and used her speed to slam into the droids, taking them down right as she turned into Ripjaws, ducking another laser and biting the gun, ripping it straight off.

Feeling the need for water, Ripjaws fell to one knee only to change again, this time into Ghostfreak right as the lasers went through her and her eye narrowed in fury before phasing through them, grabbing the wires in the process..

Looking around during the chaos, Max saw a control panel and rushed towards it while Jen was slowly winning the battle here.

Jen then changed into Heatblast and used her flames to melt the nearby robots before becoming Grey Matter.

Unlike the show however she wasn't on the robot so she was vulnerable leading Gwen to quickly move and grab her, ducking another blast.

"Thanks." Grey Matter got out as Gwen smiled only for another robot to aim at her.

That was before a baseball bat slammed into it.

"Home Run." Barry quipped as he did run back into the RV to grab it after this whole mess started.

"You need to work on your swing." Gwen commented as Barry chuckled, happy that things were at least getting semi normal for them right now.

"Throw me." Grey Matter ordered with Gwen trusting her enough to do so as she landed on the robot and crawled into the small space. "Just a few more adjustments and this overgrown toaster is toast."

As the droid began to spaz out, Grey Matter jumped off and latched onto another droid only to turn into Upgrade allowing for her to take over as buzz saws erupted from her side, turning her into a living bey blade that began to tear into the others.

"If she could control the transformation she would be unstoppable." Gwen actually sounded impressed by how she was adapting to each unexpected change in such a short amount of time.

A far cry from that first day when she was panicking as Heatblast.

"No kidding." Barry muttered remembering all the times Ben got the Master Control unlocked in the show.

"Almost there." Max muttered as he was trying to get the ship under control to avoid a crash landing due to the damage they were causing.

He was a bit rusty on hacking alien spaceships though.

"I should've known you were involved." That voice made Max spin around only to be grabbed by Vilgax who survived the blast, rage on the Alien's face as he threw him. "I knew that child reminded me of you Tennyson, to think you were related."

Sliding across the metal floor, Max grimaced in pain due to his age while Vilgax stomped over to him, intent on finishing this age old enemy of his.

As he got closer, a clang made him look down as Barry slammed the baseball bat into his leg only for the bat to break as the kid felt a sense of deja-bu.

"... You would think I learned my lesson after the mutated hamster." Barry muttered regretting his life choices already.

"I grow tired of children interfering with my work." Barry had no chance as Vilgax backhanded him away, sending him into the wall where he blacked out.

"Barry." Max called out before glaring at Vilgax as he saw the weapon he used and went for it.

But Vilgax was much faster as he stomped on it, destroying it. "You've gotten weak Tennyson," He sneered at him, enjoying every second of this. "The years have slowed you down while I have only gotten stronger."

With that he raised his foot to stomp on him only for Upgrade to slam into him. "Get away from him!" She exclaimed, tackling him out of the hole.

"Jen!" Max exclaimed seeing that before another small explosion brought him back to their situation and he ran back to the control console only to grimace as there wasn't much he could do. "Gwen grab Barry, we need to get out of here."

"But how?" Gwen asked, reaching the unconscious blonde, and pulling him up only to see Max glancing back at the RV, making her groan as she knew what was coming.

This wasn't going to be fun.

Upgrade grappled with Vilgax, the blades on the robot she was in control of actually breaking on the armor before she saw him trying to reach for the Omnitrix with a glowing finger.

So she stopped controlling the droid, using Upgrade's body to float as if using a parachute while Vilgax plummeted towards the ground. "See ya next fall!" Upgrade taunted, easily gliding towards Mt. Rushmore.

At the rate she was going she should be landing safely on there-.

Then the watch chose to turn her into Grey Matter at that moment.

"Oh crap." Grey Matter managed to cry out, now falling faster towards Mt. Rushmore where she would go splat on impact only for another change to happen right before she landed, instead creating a crater due to how heavy she got.

Diamondhead groaned as she laid in the crater.

"Watch make up your mind, are you helping me or trying to kill me?"

Pushing herself up, Diamondhead realized that a shadow was over her and looked up only to roll out of the way as Vilgax landed right where she was, a knee in the ground showing that he tried to land on her.

Before he could recover, she tried to fire diamond shards at Vilgax only for them to break on impact as he rushed through them, grabbing her by the head and slamming her into the ground with enough force to crack her face.

Raising his fist, Vilgax slammed it forward only for her to change once more.

This time into Four Arms as she caught the punch and rolled her eyes. "Finally." She smirked at being her physically strongest form to make things a bit more even in this fight.

With that she threw two left hooks that made Vilgax stumble back, actually having a slight effect.

Shaking his head, Vilgax ducked two right hooks and knocked away two uppercuts before delivering a headbutt followed by kneeing Four Arms in the face.

As Four Arms was stunned, Vilgax focused with his arms getting bigger before delivering a punch to the floor that destroyed one of the heads of Mt. Rushmore with the two now free-falling as they renewed the fight in midair.

This time Four Arms was getting the advantage by delivering an upper right hook, lower right uppercut and a lower left jab at the same time, catching Vilgax by surprise but then the watch turned her into Stinkfly with her flying up, blasting Vilgax with goop.

Knowing from last time that it wouldn't keep Vilgax down for long, she took to the air and made it to the top right as Vilgax jumped back up.

"Your attempts at stopping me are pathetic." Vilgax told her, growing increasingly frustrated at how long this has been going on.

"Says the one struggling to fight me." Stinkfly shot back her retort as he narrowed his eyes.

"Very well, I'll crush you like the insect you are." Leaping up, he went to tear her apart only for Stinkfly to turn into XLR8, the change allowing for her to fall, effectively dodging the attack as she got in a stance with Vilgax landing and turning only for her to run at him at full speed.

It was like hitting a wall as the dust was kicked up way past him with XLR8 shaking her head in pain only to speed off while Vilgax tried to hit her. "Too slow." XLR8 taunted attempting hit and run tactics.

But no matter where she tried to hit, nothing worked.

Eventually, Vilgax actually caught one of her strikes and slammed her into the ground like a rag doll a few times before she brought her feet up and kicked his eye.

That had an effect with him immediately letting go, allowing for her to make some distance.

'Nothing I'm doing is working.' XLR8 was having a hard time focusing considering how long she's been fighting.

The constant switching between aliens was having an immense strain on her as well, she didn't know how much more she could take, but this guy just kept coming no matter what she threw at him.

As Vilgax took a step forward, XLR8 decided to do something she saw in a comic and ran away much to his surprise.

"What is she doing?" Vilgax mused as while this child was annoying, he could already tell that she wasn't a coward.

Suddenly she collided with him after running around the world.

Normally that wouldn't have much of an effect, but she ended up changing right as she collided, back to Diamondhead who grimaces as she now had a shattered arm while Vilgax was down to one knee, the arm actually in his leg with blood showing.

Quickly, Diamondhead began to fix her arm while Vilgax was in shock at this actually happening before rage overcame him and he tore the arm out of his leg and used it to smack Diamondhead, sending her flying into another head, obliterating it as she laid there while he slowly limped towards her and punched to shatter her skull.

But right before it could hit, she was Ghostfreak.

"Sometimes I love this watch." Ghostfreak let out as she disappeared into the mountain while Vilgax roared in rage.

To think she harmed him like this?! How dare she.

He was starting to hate anything with the name Tennyson.

Hearing a noise as a shadow enveloped him, Vilgax looked up to see his ship hurtling towards the nearby forest behind the mountain and an idea formed in his head as it crashed.

He knew exactly what to use as leverage to end this once and for all.

"Ugh my head." Barry muttered as he woke up in one of the seats of the rust bucket, buckled up. "What happened?"

"You got knocked into the wall, you alright?" Gwen asked as Barry held a hand up to his head.

"Once my head stops ringing, where are we-?" He stopped as he saw out the window that Max was driving out of the ship. "Oh shit."

Gwen looked rather appalled by his language despite the situation actually making that acceptable but Max spoke up. "Hang on kids, this will get bumpy!"

Hearing that made the kids grip the table they were at rather tightly while Max floored it and they shot out of the ship right as it crash landed, the force of the explosion propelling them forward.

As they landed however the tires on the Rustbucket gave out as the vehicle began to skid before the momentum caused it to flip repeatedly until it finally stopped after landing on its back as everything was now upside down.

"You kids okay?" Max groaned out a bit dizzy while Gwen looked dazed.

"Times like this, going back to school is preferable." She muttered only to hear a burp next to her as Barry looked queasy.

"I think I'm going to hurl."

"Ew get away from me before you do."

A crash made everyone look at the back. "Jen?!" Gwen and Max called out as Barry blinked with exhaustion showing before he turned back only to see Vilgax standing in front of the RV.

"We need to run!" Barry screamed bringing attention to Vilgax but the alien tore through the front and grabbed Max while the two kids were struggling with their seatbelts.

It seemed the crash jammed them, which was rather unfortunate because Vilgax grabbed them.

That was the scene that Ghostfreak came to, her eye widening at seeing them in Vilgax's clutches right before the watch changed her into Wildmutt as she snarled, clawing at the dirt.

"It's your choice," Vilgax told her as he tightened his grip on the three of them, holding Gwen and Barry in one hand by the arms while Max was in the other. "You or them."

"Jen don't!" Gwen tried to say but she cried out as the grip on her arm tightened along with Barry trying to get out of it.

Hearing the cry, Wildmutt bowed her head in defeat knowing that she wouldn't be able to keep fighting without risking their lives.

She was backed into a corner with no way out.

"How noble." Vilgax mocked throwing them down as he stomped over and tapped the Omnitrix, turning Wildmutt back into Jen with the Omnitrix red showing how drained it was from all of the transformations.

Grabbing her he stomped back to his ship while Max tried to stop them. "Vilgax wait, don't go in there."

Needless to say Vilgax didn't listen as the ship took off the moment he got in. "Foolish Earthling, why wouldn't I-?" He stopped when he heard the alarms and dropped Jen. "The auto-destruct sequence!"

Rushing to the console while Jen pushed herself up, Vilgax was attempting to stop the ship from blowing up while the girl saw the weapon that Max used and slowly approached it to avoid bringing attention to her.

Eventually the console that Vilgax was using blew up with him uttering curses. "Tennyson, you are a thorn in my side!" He declared only for Jen to whistle, making him turn to see her holding the weapon as it charged up. "Wha-?!"

"It runs in the family." Jen quipped, firing the gun aiming specifically for the injured leg as Vilgax was blasted back, the leg actually blown off before a pillar fell on Vilgax, pinning him into place.

Vilgax struggled as he glared at Jen with hatred and contempt forming that was once only reserved for Max, unable to believe that he let himself be bested by a mere child as she ran while the ship began to blow up around them, the humiliation of this whole chain of events making him snap.

"You think you've won Tennyson?!" Vilgax roared, no longer calling her child in his rage. "I will return and I will take pleasure in tearing the Omnitrix from your cold, lifeless body!"

As he shouted that, Jen jumped out of the ship with the Omnitrix turning green much to her surprise as she didn't think this part through and wasn't expecting it to be recharged for awhile, but she turned it on with her becoming Heatblast, using her flames to control her descent right as the ship blew up behind her.

The transformation didn't last too long but it was enough for her to safely get to the ground as Max, Gwen and Barry found her with Gwen crossing her arms. "Not bad for a doofus."

Barry just laughed in relief of that ending considering all of them just survived Vilgax. That was a victory in itself for him.

"Grandpa," Jen smirked at the retired Plumber. "We have a lot to talk about."

"That we do Jen," Max admitted with a proud smile, relieved that this turned out okay in the end as they looked up at the sky where debris from the ship was raining down to the nearby forest. "That we do."

"But what if he returns?" Gwen asked in worry which was understandable considering how dangerous this guy was compared to the past enemies but Jen held up the watch.

"If he does I'll be ready." Jen promised as she knew she was lucky in this fight.

She needed to truly master the Omnitrix to truly beat him should they meet again. And she had a feeling he survived that explosion considering everything she threw at him earlier.

But right now she was just happy that they won. The rest can come later.

To Be Continued…

Oh my God, I can't believe it took me a damn year to update this damn story! I am extremely sorry, no excuses from me because this was all on me not being motivated enough despite my love for this story. I wanted to type but forcing myself only made it worse.

I've only gotten inspiration earlier this week and slowly worked on it a bit for the last five days when I wasn't at work, but it paid off and I finally finished the first season of Ben 10.

I plan on working on the next chapter as soon as possible because out of all my stories this one has a special place in my heart and I want to continue it.

But I hope everyone enjoyed how much I tried to change up this story along with Barry almost breaking down due to keeping everything in, originally I was going to have it happen but decided to leave it off. And I'm not going to gloss over Jen catching him attempting to run away, it'll be brought back up. It's just that a lot happens in the span of one summer, it's four seasons.

Hell the first episode of season 2 is the same day as Vilgax attacks for crying out loud, so they honestly have no chance to chill.

It's a feat in itself that none of them went crazy due to how much happens in that summer. And the note is obvious who it came from considering Barry works with a certain time walker, after all considering the incident with Rojo never happened they had no other warning about Vilgax.

But enough on that, let's get the Reviews out of the way and then I'll announce the poll results.

The Cobra2: Sorry but it's not going to be that.

Mr. Jack Joke: Sorry about that and sorry for the late update and yes I've seen MHA and I do have a story concerning that Anime with an OC becoming one of the Elemental Heroes, though I don't have too much on that one yet.

UserShit: Yes I am, just bad at keeping stuff updated.

Dr. Equinox: Thank you for understanding and yeah life does get in the way but I've also been updating my Pokemon one the most out of all my stories so it's not just life this time, I hope this huge chapter makes up for it.

Guest17: It was on my Profile page for fanfiction but the Poll is done, sorry about not getting to you when you posted the review.

Benny Farr: I hope this one makes up for the long wait.

Guest-Questioner: I can understand that and don't worry I plan to keep this one updating on this site even after I move the chapters on AO3, I'm just having it read more to anyone who uses one site or the other. And don't worry about not remembering if you written anything down in the last chapter for a review, I would've been impressed if you remembered after this long. And yes Clancy is dead, I wasn't going to do it when I wrote that chapter but it came to me as I typed it and I couldn't get the idea out of my head.

Icedshadows: Thank you and I hope I can keep this story going with the same level I've been typing, only faster compared to the last few chapters.

In Brightest Day: Thank you and I'm so sorry for how long this one took. I did show a bit of Jen and Gwen being unsure earlier but with Vilgax attacking them, that kind of drowned it out, I will try to show more of it when they aren't being attacked because it's not something someone can gloss over and yes out of everything they are the only thing keeping him sane after all of the insanity that's been happening.

Skarloeyisyoung: He tried, but someone woke up. I think it would be something that resembled what Shikamaru did in Naruto, only a little stronger.

Perran Onh: Thanks and sorry for scaring everyone into thinking that.

UltraPhantom: Thank you and sorry for the wait.

EdenAngel7: Haha thank you and hopefully your aim does get better. I need to work on my own funnily enough. Thank you for participating in the poll and I'm sorry it took me so long.

Guest18: Yeah that's fair my update time for this story has been horrible despite my best intentions while I've focused on other ones, for that I apologize. But damn 1100 chapters in a year? Holy crap does he/she sleep?! Yeah I didn't intend the last chapter to get that dark but when I got to that point I realized how odd it was, so I looked it up to be sure. True it is easier to distance yourself when it's not the same species as you in a way, Barry hasn't even realized that yet and now it's really bothering him and more will show in the future. Thank you for your votes, I'll add them to the poll and I'm happy you enjoyed this story despite how long it's been, hopefully this chapter makes up for it. Turns out the wisdom teeth thing didn't need to happen, thankfully but I did get a second tooth removed, thankfully it came out a lot easier compared to the first one, but it really hammered in stuff that I should've done as a kid a lot more. I promise I'll try to get the next chapter up soon.

Donovandelaney26101: If you did I apologize but thank you for giving the story a chance, I know it's not for everyone.

Claton fromMoga: Thank you, I'll add them to the votes.

Guest19: Thank you.

Guest20: Thanks, happy you enjoyed.

Pyrojack25: Don't worry I don't plan to make this a harem, I'm more of a person who believes in only having relationships between two different people, it's insulting to either side for it to be more, though I don't mind reading those type of stories as long as it's well written, it's not something I like to type. Sorry to say but Clancy is dead, and whether or not he'll be the only person to die is up in the air, I do want to keep people guessing after all.

Yuman28: Sorry for the wait.

OmaZi-O: I'll try to keep the update time shorter, I'm sorry about that.

Classifiedgamez: Maybe he will, maybe he won't. Only time will tell.

BlueCore: Sorry for the wait.

Alright now for the Poll Results, this is the last time, no more redoing it, especially after being up without fail for a whole year this time.

The complete score is Barry having no powers, which comes as a surprise compared to the last time but it's also understandable in its own way, so Barry won't have any powers but that doesn't mean he'll be helpless. After all there is a ton of advanced tech that they get access to in the far future, so he'll be able to keep up in his own way.