Shades of Self

Disclaimer: I don't own Ben 10 or Ben 10: Alien Force

This is kind of an odd story. I really like it, and so I'm going to write and post it. You can leave a review if you like and I will really appreciate it. In any case, enjoy the first chapter.

Note: I have changed the series slightly for this fic. Most of the episodes happened just as they did in the show, with the exceptions of all the episodes in which the omnitrix came off Ben's arm or had pieces broken off of it. This includes Gwen 10, Back With A Vengeance and lots of others. So yes, Secrets has happened, but Vilgax never teamed up with Kevin. Also, The Secret of the Omnitrix never happened, and neither did any of the episodes where they travel to the future.

All will eventually become clear, please bear with me until then.


"The first rule of war is to know yourself. Then you may focus on getting to know your enemy."

- Ancient Xeraxian philosopher Merius.


Gwen was riding in an elevator. It was not an old fashioned elevator with metal gates behind the doors, the kind that is still found sometimes in old hotels, nor was it a slick, wood paneled elevator with mirrors in the ceiling like the ones Ben always used to love making faces in. The elevator was traveling to the docking bay of Grayex's spaceship. Once at the docking bay she would depart in the small stealth ship for her mission.

The elevator was made of some dark gray material that looked like metal, but felt like spongy stone, if that were even possible. Several of the irregular bumps in the 'stone' were actually knobs and switches for controlling the device when it was not on auto. Gwen could work them, but only slowly and with difficulty. The technology of Grayex's people was incredibly complex. Ben would have been completely lost.

It surprised her how much it still hurt. Four whole years and she couldn't think of him without pain, and it seemed these days as though she was always thinking of him. Where would she be now if Ben were still alive? Would she be back on earth worrying about her gymnastics meet and finding new and more exciting books to read? She missed her old life, missed it with a passion, but at the same time she knew she couldn't return to it. The monster who had killed her cousin was out there somewhere with his army, and some deep, primal part of her, a part which had nothing to do with logic, with sums and equations, that part of her wanted revenge.

The elevator stopped with a hardly perceptible hiss, and Gwen stepped out through the smoothly sliding doors and into the enormous hanger. It was almost full today, she noted, with most of the scout ships having returned. Her own ship was waiting serenely for her in the centre of the hanger near the ground. It was placed over one of the anti-gravity vents which would give it the lift it needed where there was no room for a runway, as now.

Gwen felt a little shiver as she saw it there, so final and immovable. They were going after Vilgax, she and Grandpa. They were the only two members of the alliance who had actually fought Vilgax face to face, and therefore were the natural choice for the mission, although there had been many heated arguments on the subject. The other leaders were not happy with Gwen going on the mission because she was still a child, only fifteen, and they were not happy with Grandpa Max going because he was indispensable. There it is, she thought. We're going on what may be a suicide mission. After all, we have only the word of one spy that Vilgax is not on his flagship at the moment, and if we fail, what will they do without Grandpa? But it didn't matter. Grandpa was going; he was still the best at this sort of thing. Gwen also suspected that he felt just as she did. She wanted revenge, needed it, and she would not accept anyone's arguments about why she shouldn't go.

What she really wanted was to fight Vilgax himself. She wanted to kill him, and end this war, but of course that really would be a suicide mission. No, her mission today was to eliminate his operative. But then, that would give her almost as much pleasure. For several reasons.

As she neared the sleek sweep of dark green that was their scout ship, Gwen noticed two figures standing aft. It was Grandpa Max and Grayex. The former was busy fastening up his weapons bag, while Grayex spoke urgently to him in a low voice, bristly red tail tapping agitatedly at the hanger floor.

"I still wish you would reconsider doing this Max," the crimson alien said as Gwen approached, his rough, muddy voice raised in agitation.

"We discussed this," Grandpa Max answered seriously. "The omnitrix makes Vilgax's operative far too powerful. He has to be destroyed, and you know Gwen and I stand a much better chance of succeeding than anyone else."

"I still don't have to like it," Grayex retorted. "We need you in this war Max, you and your niece and her spells. At least promise you'll be careful. If you get in trouble, don't try to salvage the plan, just get out." He glanced over at Gwen where she had set her bag down and was listening to the conversation. The emotion in his large, violet eyes was difficult to comprehend. He then turned back to face his top operative. "The young of any species should be cherished," Grayex said clearly. "Bring her back safe Max, no matter what happens." Then he turned and headed off through the hanger toward the operations room, his tale twisting and scratching at the shining floor which cared nothing for the savage, foot long spikes.

Grayex had always been one of the more intimidating aliens to Gwen. He was seven foot four and looked very similar to a knobby, crimson Allosaur, except that his arms were longer and much more muscular, and he walked completely upright instead of using his tail for balance. The tail itself was about five feet long and incredibly well muscled. It was surmounted by a clump of spines which were not poisoned exactly, but infected victims with a hallucinogenic drug of some kind.

Gwen had always been skittish and unsure around him before, but now, upon seeing the intensity and genuine emotion in his eyes and seriousness of his voice, she wished that she had allowed herself the opportunity of getting to know him more.

She shook it off. Perhaps when they came back…. But for right now they had to get going. Grandpa had already entered the hatchway into the ship and Gwen hastened to follow him. It didn't really surprise her that he had not greeted her before entering. He was, after all, completely focused on the mission and what needed to be done to destroy Vilgax.

He had been this way for four years.

The ship slowly lifted off with the aid of the antigravity vent and glided easily out of the docking bay and into the star filled darkness.


Vilgax was not having a good day.

The large, imposing alien paced back and fourth across his private stateroom, tentacles writhing as he mulled over the various annoyances in his life. Galactic conquest had slowed to a crawl at the moment, and he knew exactly who to blame. Tennyson. Of course, the old and frustratingly resilient man was not the only leader who opposed and hindered him, but Vilgax found it difficult not to blame at least some of his problems on his annoying enemy.

As if that were not enough, his allies were growing twitchy owing to the lack of progress, and it would soon be necessary to remind them who was in command. He paused and drew in a deep breath to calm himself. His tentacles stopped their crawling and relaxed against him. He must not lose control. Control of self all too often meant control of the situation.

In fact, he was due to visit some of the outlying planets soon to see if they had anything useful. He should have departed already, before his previous rest cycle, but there had been several important matters which had delayed him; small, annoying things, but sadly, things which could not wait. At least dealing with them now meant that they would not bother him in his absence.

The truth was that he felt uneasy lately when he was away. It wasn't that his pet couldn't handle anything unexpected, or was in any danger, but Vilgax had recently begun suspecting that there was an information leak somewhere, and with Tennyson out there still that was a very worrying concept.

He should have killed the human when he had had the chance. Well, perhaps that delightful option would appear again some day. Flexing his tentacles in something like a sigh, Vilgax returned to his view screen and sat down before the floating disk. He still had work to do.


The stars were so clear from space. Gwen had never really gotten used to the fiery points of light without the deadening glow of countless cities to blot them out. Not that she ever used to watch the stars; that had really been Ben's territory. She had always had her eyes and heart set solidly on earth. Would she have grown up to be a doctor? A lawyer perhaps? She could have been anything back then. But she could not imagine herself there now. She had changed far too much. Besides, if they could not stop Vilgax the Earth wouldn't even need doctors or lawyers. If there was an Earth.

The piloting of the ship was handled almost entirely by the onboard computers. It had to be that way, Gwen had realized long ago, when she first learned about faster than light travel, because of the numerous factors which had to be accounted for as the ship hurtled through space. The few factors which had to be monitored and assessed by the pilot, in this case Grandpa, were easy enough to handle if you knew what you were doing.

Of course, this left very little for Gwen to do except worry.

It was true, that old saying that you never knew what you had until it was gone. Gwen thought about that a lot these days, and it always managed to make her bitter. She had always known that she loved her cousin, of course. But it wasn't until too late that she had known that it was all of him she loved. He was annoying, careless, silly and wild. They had always teased each other, but strangely it was these things about him that she missed the most.

He had no business to have left her, to have up and died and left her here to fight the battles he had always loved. He had to die like the hero he always wanted to be, and always really had been.

Gwen blinked furiously to clear her vision and scrubbed at her cheek with one hand to remove the incriminating evidence.

This was pointless. They must be almost there by now. She would go up to the cockpit and see if there was anything she could do. At the least, there would be a different window for her to glare at.

Surprisingly, their infiltration went flawlessly. Gwen, thinking back on it later on, mused that this should have been a clue that something was about to go terribly wrong, but at the time she had her mind on only one thing; vengeance.

Besides, Ben had always been the one to point out sci-fi clichés.

Of course, he was usually the one to set them as well.

They moved into hostile space and were immediately challenged by a tired sounding Hapsitor. Grandpa never blinked, just reeled off their ship's registration number and the secret codes. They had stolen a routine scout ship; nothing distinctive, nothing fancy, and the Hapistor was clearly not expecting anything amiss. They docked without incident, and then they were there, actually on Villgax's ship. Gwen could hardly believe it.

Now they were walking through the wide, red hallways, patiently trying to find their way. It wasn't easy. The ship was like a gigantic maze of blood-red hallways, like the insides of a massive beast, and although it was late into the standard sleep cycle, the hallways were far from empty. They had to stay out of site as they traveled. There was too much likelihood of Grandpa being recognized if they were spotted.

Yes, perhaps Gwen should have been more on her guard, but the fact was that she wasn't. And so when the enemy finally did appear, she was completely unprepared. All she was able to register was a blue-green blur which came at her from the side. She heard Grandpa cry out, and then a burning pain scalded her skull and she felt herself falling, but she wasn't awake when she hit the ground.

Maybe she should have been prepared, but there probably wasn't anything she could have done anyway.


Hope everyone liked the first chapter. Let me know what you think!