This takes place before season 3, so Kevin is not mutated and everyone looks exactly the same as when Ben 10: Alien Force first started. Ben defeated the Hybrid so they're gone. Also when they go back in time, it is before Gwen gets her 'magic' powers.

Please Enjoy!!!

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Things were finally peaceful again in Bellwood. The Hybrid and DNAliens were gone and the Earth was safe. Grandpa Max was back and had his hands full training his new team of rookie plumbers. Ben, Gwen, and Kevin still went out on missions, but not as much, only when some stupid alien or creature or human thought that they could take them all on. Other then that it looked like they could go on and live their lives, but appearances can be deceiving.

"Hey Kevin, don't you ever get tried working on that car of yours?" Ben suddenly asked from his seat in the garage. All three of them were all together in the garage where Kevin always worked on his car. Kevin under his car adding some new part to it, Gwen was inside of the car reading a book while she waited for him to tell her to turn it on and find out if his new toy worked with his car, and Ben…was sitting in a chair at the corner of the room, and was very bored.

Sliding out from under his car, Kevin looked at Ben for second before going back under. "Nope." He simply said.

Ben sighed to himself. "Gwen, I know you get tried of Kevin always working on his car." He looked to his cousin hoping to at least start up a conversation. He really needed to do something, with Julie out of town and no DNAliens to fight; he didn't have anything to do.

Gwen turned a page from her book and smiled. "I don't mind it. I actually like it, it feels nice and peaceful." She told her cousin. Maybe before she would have been annoyed but after being with Kevin with so long, she got to him and his car and she enjoyed t now.

Kevin slide fully out from under his car and was smiling. He heard what Gwen said and he was happy. He knew that most girls would have been bored but that's what made Gwen so great. She enjoyed what he did and being around him, he had to admit, he felt very happy with the way his life was going.

"Ok Gwen, you can go ahead and start it up.' He said wiping his hands clean of the grease and oil. He didn't want to get his car dirty or gross out Gwen, just I case they went out together. Ever since they went to the auto show the two of them have been hanging out together a lot more. He wasn't sure if they were officially dating but he didn't want to complain. He was finally happy and he didn't want to mess this up.

Gwen nodded her head and turned the key and started up the car. It roared and came to life, the buttons and lights turned on and the car was running smoothly. Kevin opened up the car door and looked inside, everything seemed in order and working properly. "Alright, it looks like things are working good." He spoke. He smiled down at Gwen, who was smiling right back, she was happy for him. They both kept on smiling, completely forgetting about Ben.

"Hey." Kevin suddenly said.

"Hi." Gwen replied back. She felt like she was in a trance.

"Since everything is done, you wanna go and get a burger?" He asked her hopeful. He suddenly had a strange desire to be alone with her.

"Sure. I'd like that." She brushed hair out of her hairs and could feel herself blushing, but she never broke eye contact.

"Great." Kevin said.

"Great." Gwen repeated.

"Great, so where we going?" Ben asked walking up from behind Kevin.

Both teens broke eye contact from each other and turned to glare at Ben.

"What? I'm hungry and I could really go for a smoothie." He said holding his stomach.

Gwen sighed and crossed her arms, moving into the passenger's seat, she was not happy with the way thing were going. Kevin saw this and grunted before turning to Ben and walked up in front of him. He stood a head taller then him and glared down. "What is your problem?" He finally asked.

"My problem is I'm hungry and am in need of food." Ben answered not seeing the problem.

'Say Ben, why don't you go and get a smoothie by yourself? And leave me and Gwen alone." He told him. He looked down at his old enemy and hoped that he would get the hint.

Ben looked at Kevin for a minute before answer. "Why would I do that, when I can just go with you guys?" He replied walking away from Kevin and got into the backseat. Kevin got in soon after and slammed the door shut. Ben winced at the force and wondered what his problem was? "Well let's go. Come on, it's always better to eat out when there are other people with you." He added.

"Sure." Gwen glared out the window.

"Whatever." Kevin started the car and gave Ben one last glare from the review mirror before driving off.

They drove for a few minutes but slower then necessary. Kevin wanted to get back at Ben for ruining his chances of being alone with Gwen, and this seemed like the best way as of now.

From the back, Ben kept moving around, he wanted to be there already. "Come on, I know this thing can go a lot faster then this. Give it more gas Kevin, by the time we get there the place will be closed already." Ben said. He still didn't understand what was wrong with Kevin today.

Kevin smirked to himself and looked at Ben in the review mirror. "Aw. Now wouldn't that be just a darn shame." Gwen giggled from her seat and gave a small smile towards Kevin. She knew what he was doing, and although it was really immature she was happy nonetheless.

Ben was just about to open his mouth again, when suddenly a loud and annoying beeping went off. All three stiffened up and knew what was happening. Something was attacking the city and they had to stop it. Kevin was just about to drive off when they were finally pulling up to Mr. Smoothie.

"Well would you look at that. And we were almost there too. Oh well." Kevin stepped on the gas and drove away, fast.

Ben saw the smoothie and said and was not happy. "No wait, Kevin. Why don't we make a quick stop first? I can' go into a fight without at least a drop of Mr. Smoothie." He tried.

Kevin just smirked. "Deal with it." He drove right past Mr. Smoothie and headed to where the fight was.

Gwen took out her badge and turned it on to see where exactly they had to go and how many they needed to fight. "It looks like there's only one of them and they're at the park." Kevin nodded his head and drove even faster. They reached the park in a matter of minutes.

They all got out and looked around. "You can get us to the park in under five minutes but not to Mr. Smoothie?!" Ben looked at Kevin who gave a halfhearted smile. "What can I say; I'm having a weird day."

"Hey guys!" Gwen called to tell. They ran to her and saw her standing out in the middle of a deserted park.

"What's up?" Ben asked getting the Omnitrix ready for battle.

"Look at the ground." She pointed to a big hole that was at least a few feet deep.

"Big hole." Kevin said not really seeing the big deal. "You think whatever caused this is down there?'

Ben gave the hole another look before going down on his knees for another look. "I don't think so. This seems more like a blast rather then a dig, and look around the edges. They're all melted like they were burnt."

"Well-Well, looks who's all grown up." A voice suddenly spoke out.

All three got closer and looked around for the owner of the voice. Ben had his watch ready to go, Kevin already absorbed some metal from a pipe that was sticking up, and Gwen had her powers ready too.

"Who are you?" She asked looking around.

Suddenly a big purple wind came and knocked all three of them down to the ground, hard.

"Ah, don't tell me you don't remember me." As the dust cleared a figure of that if a woman walked towards them. "Because I remember you."

"Now way!" Gwen gasped at who she saw standing before them.

"But how…?!" Ben couldn't believe it.

"Um…"Kevin was confused. "I take it you guys know her."

Gwen answered him. "Charmcaster!?"

Yes, it was Charmcaster the evil witch that Ben and Gwen defeated back when they were ten.

"Who?" Kevin asked wondering who this girl was.

"Charmcaster, she's a villain that we use to fight back when we I first had the Omnitrix." Ben said.

"She's an evil witch who uses a book of spells for attacks and has a magic bag that conjures up magical explosives and other weapons." Gwen finished. She glared at her old enemy.

"Magic? Didn't I tell you before that there's no such thing as magic." Kevin stood up along with Gwen and Ben. He wondered why she would still believe in magic when she knew her powers are alien.

"You might want to tell that to her." Ben said readying the Omnitrix. He slammed it down and transformed. "Spidermonkey!!!"

"Would you look at that? Seems mister Ben 10 has some new tricks up his sleeve." Charmcaster taunted them. "But you what…"Her hands started to glow a dark purple. "…So do I!" She threw a big bolt of dark purple energy at all three.

All of them dodged and got ready to fight, Spidermonkey went first. He ran at Charmcaster trying to land a hit on the witch, but a clack force field was keeping him from doing so.

"Really, is that all you can do?" She took down the force field and taunted Spidermonkey.

Grunting Spidermonkey jumped in the air and shoot at the witch with his webs. He thought for sure that this would slow her down.

Smirking to herself, Charmcaster disappeared along with the web.

Landing on the ground Spidermonkey looked all around for her. "Where did she…!" Before he could even finish he was attack from the back. His own webs came and wrapped themselves around his body and pinned him to the ground.

"And there goes the great Ben 10." Charmcaster stood over him.

"Hey lady!" Kevin came up behind and aimed to punch her in the face but she disappeared before he could make contact.

"Over here." She was behind him. "Now here." On his left. "This way." His right. "Seriously if you're not going to even try, don't waste my time." Kevin looked all around but didn't see her.

"Up here." Looking up he saw a big ball of purple and black power coming right at him.

He gasped looking up, he couldn't move out of the way. He covered his head with his arms and waited for the impact.

BOOM!

He heard the explosion but didn't feel the blast. Lifting his arms, he opened his eyes to see himself inside a pinkish shield. He turned his head to Gwen, who was protecting him with her Anodite powers.

"Well-Well, it seems the little princess has learned some new tricks." Charmcaster appeared just a foot away from Gwen. "But don't forget, just because you have some new powers, doesn't mean you can defeat me. You're not the only one who changed over these years." Gwen knew she was right. Charmcaster was nothing like the way she use to be, and that was in both powers and appearance.

She looked different from before. Now her silver hair with black highlights, was tied in a bun up top but had some hair down that reached her back. A purple neo vest with a black tank top underneath. Long dark purple pants with black flames on the sides and black boots that held skulls on them. She had two tattoos on both of her arms and a black and silver cross chocked around her neck. Black gloves with her fingers out and uncovered and a red bracelet around her wrist. Her bag full of magical objects was now around her hip and was just a plane black square bag. Only instead of one she had two bags.

"Let's she what you can do, without my book of spells." She said to Gwen getting ready to fight.

"I can do so much more without, your stupid magic." Gwen shouted. She ran at Charmcaster and started to attack. She used very attack she could think of and Charmcaster was blocking them all. Both girls would attack only to have their attacks blocked by the other.

"Hmm. It looks like you got a little bit stronger. This should be fun." She ran at Gwen ready to get her revenge.

Watching the fight Kevin finally remembered Ben and went to go free him. He pulled at the web and broke it, freeing Spidermonkey. "Thanks." He sad before turning back into Ben.

"Why'd you turn Back? We have to help Gwen!" Kevin turned back around to help Gwen, but Ben stopped him by putting a hand on his shoulder.

"No. This is Gwen's fight. Back when we were kids, Gwen got a hold of Charmcaster's spell book and was able to use her own spells against her and fight. The two of them are old enemies just like you and I use to be." He explained to Kevin.

"So how come I never heard of this chick before?" He wanted to know why they never told him, why Gwen never told him.

"I guess because we never expected her to come back. Besides we didn't want to the past back up anymore. I mean its all ancient history." He looked over Kevin's shoulder and saw the fight going on. "Or at least, it's supposed to be." He added.

The two girls continued o fight on, neither of them wanted to admit defeat to the other. This was a grudge match between two old enemies, and it was not about to end so soon.

"Try this on for size!" Charmcaster yelled. She took in a deep breath and chanted in a language that Gwen didn't understand. She put her two hands near the other and a ball of red energy began to form. She chuckled evilly and threw it at Gwen.

Gwen saw this and instantly put up a shield around her. The red ball hit and it was breaking the shield. Gwen tried as hard as she could to keep the shield going but the red ball was to strong and her shield broke and she was sent flying.

"Argh!" She hit the ground hard and was having a hard time getting up.

"Now we end this." Charmcaster was floating above Gwen and pulled out a dagger from her magic bag.

"Gwen!" Kevin couldn't stand still anymore. Gwen was in trouble and he had to help her. He ran at Charmcaster and before she could react, his fist made contact with her face and sent her flying.

"Urgh." Gwen moaned holding her head. "K-Kevin?" She asked opening one eyes. Her head really hurt.

"Gwen." He knelt down to her and took her in his arm. He looked her over and was happy to see that there was no real damage other then her pride. He turned his gaze to Charmcaster and glared. How dare she hurt Gwen. "You're gonna pay for that." He growled.

"Same goes for you for hitting my face. Didn't you're mother teach you that it's not right to hit girls?" She put her hands on her hips and glared right back.

Kevin put Gwen down near his car and absorbed the metal from his car. "…No." He ran at her again and almost hit her again but she moved away before he could. He kept attacking her and she kept dodging his fists but just barely.

Finally she got annoyed with this. "Enough!" She blew his away with a white beam and he landed next to Gwen. Ben came running up to his friends and was just about to transform again, but Charmcaster stopped him.

"Sorry Ben, but you're not gonna be transforming for a while now." She started to chant again and the wind started to flow violating around them all. She floated in the air and her hands began to glow a bright blue. "Say goodbye to this place Ben Tennyson." She laughed maniacally and shot at all three of them with her magic.

Gwen seeing this reacted just in time and put up a shield around them and the car.

"Urgh!" This attack was much more powerful then the other ones.

"Gwen!" Kevin wanted to help her but he didn't know how. What could he do? His powers wouldn't help them in a situation like this.

"Urgh. Give it up, girl. I'm much more stronger then you are. You can't win." Charmcaster shouted adding more power to her attack.

Gwen was having a hard time keeping up the shield but she was not going to let this evil woman hurt her friends. "You don't know what I can do." She said before she focused and started to dram the mana that was around her. She could feel her strength and power increase.

"Urgh!!" Both girls were giving it there all, they wanted to defeat the other no matter what.

Ben was the first one to notice what was happening around them. "Gwen stop! Look!" But she didn't listen; Gwen was to busy focusing on what Charmcaster was doing and how to defeat her.

"Kevin, you have to help me stop them." Ben turned to Kevin.

"Yeah, I know." Kevin sad ready to make a move. He was just about to step out of the shield but Ben stopped him.

"No don't." Ben pulled him back.

"What are you…" Ben pointed to what was happening around outside the shield. The ground was collapsing, trees were falling down and everything was shaking. "Oh. I see now." Kevin gulped.

"We have to stop them, if we don't they'll end u destroying everything." Ben said.

"Yeah, but how?" Kevin asked the same question that Ben was asking himself. He didn't know how but he knew that he needed to do something.

"Maybe….!" But he didn't get to finish, the ground around them started to shake violently. Both Gwen and Charmcaster felt this and stopped their attacks to see what was going on.

"What-What's going on?!" Gwen asked trying to keep her balance.

"That's what we want to know." Kevin said leaning up against his car.

Suddenly the wind started to pick up and the grounds shaking stared to get worse. When it seemed like nothing else could go wrong it all stopped. The wind, the ground, everything.

Kevin was the first to speak. "Just what was…!?"

The ground around them all opened up and sucked them all in. But instead of falling into the Earth, all four of them were falling through a blue hole that was sending them somewhere. The only question was where. Or maybe it should be, when.

"AHHHHHHHHHHHHHHHHH!!!!!!!!!!!!"