IMPORTANT! READ THIS FIRST!

I first came up with this in late 2009. I saw that there were lots of those cute little Ben and Gwen realise they have affection for each other fics, but none of the opposite, nothing to do with anger or betrayal... or a much darker and more malevolent Ben than we ever saw in the series. Now more than two years later here it is!

But before anyone reads this you should understand, this story has no happy ending. It deals with child abuse, bullying, violence, blood, gore, betrayal, revenge, suicide, bigotry, school shootings, genocide, you get the picture.

Second this is highly AU territory here. I'm not really a fan of the show but for someone who is the way the characters are represented may kinda freak you out. The plot deviates heavily from the series, but I'll try and link it all together.

Lastly I borrowed heavily from other media in making this, movies and characters, Darth Vader, CLU, Patrick Bateman, so don't be surprised if you see something you recognise elsewhere. I'm really not that imaginative. Also this will be my only authors note, so what you read at the very end of the fic is spoken from Ben's perspective, not mine.

In conclusion, read this only if you like bleak stories. Thank you, I hope you enjoy, and please review.

Ben 10 belongs to Man of Action.

A Life Alone.

And Then There Was Hope.

Nice guys always finish last.

Nowhere was this truer than in the life of young Ben Tennyson.

"Get lost loser!" Spat one boy as his group moved past the bench Ben was sitting on. Craning his head up towards the half dozen or so group of classmates he looked to them pleadingly, a silent appeal to whatever respect they would bother to extend to an outcast like himself.

"Beat it freak! This is our spot now!" Another spoke with an aggressive tone. He and the other boys in the group each stepped up close to the now fearful ten year old who leaned back slightly under their advance. He held his hands up in an increasingly desperate bid for peace.

"Hey come on. Look I-I don't want any trouble. Just-"

Before he could finish one of the boys leaned in and gave him a brutal shove to the chest with both hands. Ben fell backwards out of his seat, landing on his back as the other boys smirked and laughed at his misfortune. From his position on his back he was dismayed to see and hear the laughter of the boys being joined by the mocking and derisive sneers and gleeful laughs from all the other boys and girls around the schoolyard, all looking and pointing at his degradation with delight.

Amidst the crowd of students currently laughing at him he spied a particular tuft of orange hair, and a familiar face belonging to a girl he knew well. She was, like everyone else, pointing and laughing at him. He saw her mouth move as she said something to her friends but from the distance he could not make it out, something that spared him even more heartache than he felt now.

The boys from before crowded around him again as he struggled to regain his footing, each taking turns shoving him violently back and forth, passing him between each other. They soon pushed him to the ground again, one of them giving him a hard stomp on the small of his back with his heel. Ben's eyes watered as he clamped his jaw shut to avoid crying out from the pain. Through the unshed tears of hurt and despair he saw a teacher directly ahead, a spindly woman in her fifties with round spectacles watching the whole event from afar. She gazed upon him with a look of complete and utter contempt, utterly apathetic towards his pain and humiliation even as his pained gaze begged for her help, and simply turned away from him.

Eventually he shrugged off the blow to his spine and stood. Most of his tormentors had learned that it was more satisfying for them to drag out his abuse rather than being too brutal and ending it too quickly. Disregarding the sneers of the people he should have been able to call his friends he set off back towards the corridors between the classrooms, hoping to find some kind of safe haven for himself away from their taunts.

"Hey lo-ser…" Someone called from just behind him. Before he could continue any further Ben felt a blinding pain in the back of his skull.

"Augh!" Unable to stifle a cry of anguish his hurt immediately turned to rage. Whirling around furiously he saw Cash, one of his most prolific and more brutal tormentors, standing a few feet away smirking arrogantly. He held a fist sized rock in his hand, the object with which he had bludgeoned him with moments before.

Acting on his instantaneous uncontrollable anger he furiously shoved him in the chest as hard as he could, toppling Cash over onto his back much to the bully's shock.

"BEN TENNYSON!" A loud, grating voice roared. Turning to face the sound he saw the teacher who had previously been unwilling to help him now looking at him with outrage clear in her face. The injustice of it all washed over him like a cold deep ocean, all emotion subsiding as he faced the woman. "Detention, now!"

He knew better than to open his mouth or show any sign of protest whatsoever. Speaking out against the cruelties these people levelled at him never ended well, only ever serving to dig him ever deeper into the hole they'd tossed him down years ago. So without meeting her angry stare or the mocking gazes of the students he stepped on past, trying his best to keep himself from breaking down in front of them all as he made his way to the detention room for a crime in which he was the victim for what was the third or fourth time this week.

Home life was, unfortunately, little better.

He was contentedly watching Sumo Slammer in the living room, sitting cross legged on the carpet beneath his father who was reading the paper on the couch seemingly absent to his return home. Ben vaguely enjoyed times like this, if enjoyed could be correctly used to describe the bittersweet sensation, an all too rare break from both his peers bullying and his parent's narcissism.

Carl and Sandra Tennyson were both well known and respected members of the community, and were both actively engaged in various public programs. Carl was a known and respected member of the local Rotary Club and was a regular particapent at local government meetings, while Sandra was heavily invested in activities with the school, the library, as well as the organising of cultural events. They were known throughout the neighbourhood for their enthusiastic participation in community life, as were their counterparts Frank and Natalie Tennyson.

What few people knew though was that Carl and Sandra were both narcissistic sociopaths. Their enthusiastic activity in the community was not to grow and better their town but rather to cater to their ravenous egos through the respect and admiration they received. As such they always held themselves at the highest level, while quietly undercutting the standing of their compeditors. And as Ben had learned, once the eyes of others were away they revealled themselves in all their cruelty and lack of humanity.

Today the school had handed out report cards for the first half of the year, and as he knew time and time again from previous years, such a day was to be all but dreaded.

His mother stepped into the living room and even though he was yet to turn to face her he could sense the infuriated glower she was sending him. Striding over she switched off the television and glared down at her son mercilessly, his report card clutched in her hand like a damning piece of evidence.

"B for history?" She all but hissed, his father looking up with a look of outrage. "You got a B for history?"

"He did what?" His father Carl replied, turning his gaze down to look at the boy angrily.

"When did you decide that a B was an acceptable grade! You could just have easily gotten an A but you just couldn't be bothered could you!" Sandra raved while thrashing the piece of paper angrily. "And look at this, a B plus in english, B plus in math, a B in science? What is wrong with you? Why do you have to insist on humiliating us at every opportunity!"

Contrary to the accepted notion Ben was not an idiot who got bad grades. He was an exceptionally hard-working boy who did well in his schooling and achieved good grades as a result. The only problem was that good wasn't good enough, not for Carl and Sandra, who had long desired to be complimented on their son's excellence in a way they could take credit for in raising the boy. Despite their having pushed him relentlessly to do better, punishing him severely for bringing home anything that they didn't consider perfect, they had still yet to receive the praise they in their egocentric minds thought they deserved. This angered them greatly, and the easiest target for them to blame was, of course, Ben.

"I'm doing the best I can."

"That's your excuse!" Carl retorted.

"What else am I supposed to do?"

"Don't you talk back to me you little bastard!" He yelled giving him a hard strike across the side of his face. Ben fell back on his side looking up scared as the two stood over him menacingly.

"You are supposed to be bringing home A's, nothing less!" His mother spelled out to him forcefully. "Now unless you start doing some good work for once in your worthless life you won't be receiving any more dinner for the rest of the year. We paid for that food, and it will not be going to a worthless parasite like you! Maybe then you'll have more time for study."

Ben gazed up at his mother's faintly twisted features sadly. He tried to find something to say to defend himself, to tell them that he was already pouring all his heart and soul into being the best son he could be so they would be proud of him, but found nothing.

"Next time I expect to see nothing but A's and A plusses, got that?"

"Mom I've gotten A's before and it still wasn't enough for you." Ben replied at last, looking up to her in an attempt to reason with her. "I've gotten the highest marks I can get and it still wasn't enough for you. Just tell me what more I can do? What more do you want from me?"

He realised he'd made a mistake in saying this as the man and woman glowered down furiously at him for his perceived insult. Crushing the paper in her fist she glowered despisingly down at him as his father stepped in and seized him harshly by the ear and yanked him upright despite his cry of pain and protest.

"You better be grateful. We could've disowned you and dumped you at the side of the road to die years ago but we were merciful. And this is how you repay our mercy? You little shit!" His father spat and hauled him towards the staircase, where he threw him up the first few steps.

Ben groaned in pain as his ckeek struck the edge of one of the steps. Opening his eyes as he lay there he looked back to his mother, who only pointed up the stairs.

"Room. Stay there. No dinner. We see your ungrateful face again and we'll break you."

Giving a barely audible sigh of defeat he stood and complied, making his way up the stairs towards his bedroom. Watching him go his parents shook their heads in derision at his retreating form.

"God why'd we have to get hiim, the failure? He's not even deserving of life. Why couldn't we have gotten Gwen instead?" He heard her remark behind him. Lowering his face he made for his room, quickly shutting himself insaide, away from the cruel world. Stepping over to the bed he sunk his head into the pillow, crawling up into a ball as he reflected on the hurt he'd suffered that day.

'He called me a bastard again.' He reflected as tears began to form in his eyes, welling up and spilling across his face. He could still feel the spot on his head where he'd been hit, it still hurt. 'Why does he call me that? Why can't I do anything good enough for them? Why are they doing this to me?'

Without making a sound he cried silently into his pillow, hugging it tight for any kind of comfort as he knitted himself ever tighter against the pain in his chest. A small sob escaped his throat as the painful reality of his life came down upon him in a crushing weight.

'What did I do wrong? Why am I always just a worthless loser no matter how hard I try? Why do they all beat me and make fun of me and hate me? Why do I have to go through this? Why-WHY ME!'

All at once his grief and sorrow flared into a rare display of anger. Clenching his fists as tightly as he could he silently cursed his mother and father, his so-called friends who stood back and watched, the bullies that beat and humiliated him at every opportunity, his classmates who laughed at his suffering and joined in on his torment, the teachers that let him be beaten and punished him when he tried to defend himself, and the orange haired girl who's taunts and insults by far surpassed those of everyone else.

But there was hope however, Ben drying his eyes as his outlook began to improve. Tomorrow was the last day of school before the summer break, and this year his grandpa Max was taking him on a trip in his RV for no less than three months. Three months spent away from the voices that belittled him, the fists that beat him, and the glares that scorned him. Three months of escape, where he could actually live and be happy for once in his otherwise hellish life. Three months that would make all his struggle and suffering of the past ten years of his existence worthwhile. All he had to do was make it one more day, and he was free.

'One more day.' He reminded himself as he lay on his bed. 'Just one more day.'

The last few hours leading up to the end of the school day were nothing short of torturous for Ben. It was just after three o'clock and he was waiting impatiently for his grandpa to show up and get him away from this nightmare. Sadly though it appeared his tormentors Cash and JT were waiting for him also. Cash it seems was none too happy at being so cruelly attacked as he had been yesterday, and was currently taking out all his anger on his number one victim.

JT held Ben roughly by the wrists as Cash faced him off, staring him down as the shorter boy looked up to him defeated, already sporting a magnitude of cuts and bruises along his face and arms. Rearing back his fist he drove a brutal punch to his stomach, causing the youth to double over in pain as another blow struck him in the side of his face.

"You pathetic freak!" He growled as he struck him again with another few brutal blows. "I'll make you pay you worthless loser!"

Snarling furiously he lashed out again and again with one brutal blow after another to his face and stomach, both boys enjoying the sight and feel of their victim's pain. Ben closed his eyes as Cash battered his face from side to side, holding his breath to stop himself asphyxiating from his crushed diaphragm. At some point he began to taste blood on his tongue. He didn't struggle or try to fight back, instead just doing his best to endure the pain, all the while praying his torment would end soon.

Eventually Cash tired of the punishment. Feeling victorious he smirked down at his broken subject, glancing over the bruises on his face and the trails of blood from his cut lips with satisfaction. Flexing his sore fist he motioned for his partner to let him go. Dropping him JT watched him fall to his hands and knees and sniggered, before bringing his leg around and kicking him in the ribs, the two bullies leaving him lying bloody and beaten alone in the empty schoolyard.

"Uuuhh…" Struggling to his feet Ben staggered to a drinking fountain. Cupping one hand under the stream he bought it up to clean his sore face from some of the blood in the hope he would look at least somewhat presentable for the start of his retreat. He checked himself in the hazy reflection of the fountain's back plate. His face was still a good colour, other than the bruises and cuts to his cheeks, and his mouth wasn't bleeding anymore. This time he counted himself lucky.

A car horn caught his attention. Turning around he almost collapsed with relief at the sight of an old campervan parked outside the fence, a somewhat chubby man in a Hawaiian shirt waving for him.

His face curved onto a joyous smile as he raced across the yard up to the door, thanking God, Buddha or whatever deity there was out there that had seen fit to lend him this one mercy.

"Hey Ben. You ready?" Max said to him, though his smile faltered slightly at the sight of his battered face and the bruises across his arms, though Ben's glee could barely be contained.

"I've been waiting for this for months! Of course I'm ready!" He beamed

Opening the door and stepping in however his grin faltered. He should've known this mercy would not come without a catch.

Sitting in the seat adjacent was the orange haired girl from yesterday. He knew the girl well. Her name was Gwen, an academic overachiever and all round popular girl who attended his school, and the one who his every success and failure was measured and judged against, something she relished in. She was also his cousin, which she had repeatedly expressed abhorrence to.

She faced him with a look of pure outrage at his presence.

"What! What is he doing here?" Gwen shouted pointing angrily at him. Their grandpa however stepped in to quell the situation.

"Alright you two that's enough. Ben's gonna be coming along with us for the summer. This whole vacation was originally his idea so you have him to thank for being here." Gwen gave an indignant huff and folded her arms.

"Like I'd ever thank him for anything."

I said that's enough. Now I expect you to be civil and show Ben respect, just as I expect him to be civil towards you. Got it?"

With an irritated sigh she relented. "Whatever."

With the issue settled for now Max returned to the drivers seat and set off on their trip. Looking awkwardly at his still fuming cousin Ben moved to take a seat on the opposite side of the table facing her. She gave him an icy glare.

"Are you happy? I had my whole summer planned out in advance and then you show up and ruin it! Thanks a lot jerk!"

"I'm sorry. I never meant to cause you or anyone else any trouble." He answered her apologetically, trying to ease the situation as Gwen once again folded her arms and looked out the window angrily. "Look, I know you don't like me being here but I think we can work this out. I won't do anything to bother you or get in your way, I promise, it'll be like I wasn't here at all."

Giving a sigh of frustration Gwen rolled her eyes and stood from the table. "But you are. It's your being here at all that's the problem, just as it always was, loser."

Ben kept his face lowered as she left the table and went to her bed, plugging into her MP3 player to shut out his aggravating presence, leaving him to sit alone in misery for the remainder of the trip to the campsite.

Lurching through the woods he came to a halt under one of the many trees, leaning back and sliding down its trunk to sit at its base.

It just wasn't right he mused. How could the world be so purposefully cruel to him after all he had struggled and suffered through to make his life and the lives of those around him better? He had lived for this day for months. Every day his hope had grown and grown, and for a time he had actually felt happy to know that all his suffering would soon be behind him, but it was all a lie and a spiteful joke. Right when his hope had reached its maximum reality had kicked his legs out from underneath him and dragged him straight back down again.

He would now have to spend what he thought to be an escape from his pain with a living breathing reminder of just how hellish his life back home really was.

Again he found himself gritting his teeth and curling his hands into fists. 'Why? What gave them the right to do this to me? Damn them all!'

Looking out at the forest ahead he whimsically considered what would happen if he simply continued on and never went back. What would it be like to simply run away and never return? Would his life be better or would he just be trading one hell for another? He didn't know how to live on his own, even though he'd been alone in one form or another his entire life. He would be homeless, with no way of feeding himself or finding shelter. No one would pity him, that he was sure of.

He sighed defeated, collapsing into depression once again. At once he was broken from his despair however by a bright red flash from overhead. Looking up he was surprised to see a bright red meteorite streaking through the atmosphere high above.

"Save me from this hell." He wished softly to the burning bright star.

As if responding to his plea Ben was surprised to see the meteorite suddenly change course, heading straight for him. Panicked he rose and stumbled back, taking cover behind the tree as it impacted nearby. A blast of dust and grit overpowered him, forcing him to curl into a ball against the assault until the air stilled and the debris ceased to attack him.

'That was no meteor.'

Rising from his cover he stepped cautiously out towards where h had heard the impact, disregarding the heavy shroud of dust that made visible all but impossible. Approaching the crash site he found a long trench gouged into the earth, at the end of which lay what he imagined the offending projectile to be. Driven by curiosity he stepped down into the trench as the dust cleared, allowing him a good look at what had caused the crater, which he found to be a small metal orb the size of a basketball. Sensing his approach the metal case opened, revealing its contents, a small green and black object.

'Is that a… watch?'

Against his better instincts he approached, reaching out towards the watch-like object in a daze of wonder. Upon his hand getting close enough the watch opened and launched at him, securing itself tightly to his wrist.

Ben kept silent as he crept around the corner of a large boulder looking out across the nearby trailer park, eager to avoid being spotted by his enemy.

It had only been an hour since the watch had latched onto him, and in that time everything he knew of his life and his dismal future prospects had been wiped clean. Since then he'd transformed into a walking furnace, started a forest fire, put said forest fire out with another forest fire, turned into a giant blind dog, been attacked by robots, and was now responding to an attack by a much larger walking robot attacking a campsite while in the guise of a diamond headed… thing.

Funny how the world works isn't it?

Keeping out of the machine's line of sight he gazed over his enemy.

'Those laser blasts are coming out of its arms. If I can destroy them it won't be able to attack. But they're pretty high up and moving around, so they'll be hard to hit.' Continuing his evaluation he noticed its three pronged base. 'Those legs look pretty weak. They shouldn't be too hard to break. If I can get them then I can bring the thing down, then cut off its arms.'

Seeing the insectoid construct vaporise another trailer as it continued its brutal search Ben crept out from cover and started off at a low jog towards the machine's exposed rear, making sure to keep his movements quiet as he closed in for the kill. Rearing back he solidified his hand into a razor sharp blade, jumping up and delivering a precise penetrating strike across one of the robot's leg joints. The limb fell away, leaving the robot barely standing with its remaining two.

Sensing the attack its red eyes turned down to where Ben ran around to the other side, using his alien form to sever a second leg. This time the metal giant fell with a loud crash face down with its arms sprawled. Not wasting a second Ben raced in and dealt a blow that cut the left arm clean in half, before jumping across to the right with his bladed hand held high for the attack.

"You like picking on the little guys huh? Maybe it makes you feel big. I should cut you down a notch!" Bringing his arm down he slashed a hole in the arms outer shell, bringing his other hand in to tear out its internal blaster, tossing it aside.

From their place at the other end of the park Gwen and Max turned to watch in interest as Ben tore the remainder of its arms components out, crushing it in his powerful crystal grip. The sight surprised Gwen. Never before had she ever in her memory seen the pathetic little wretch she had for a cousin show such fierce focus. Never had she thought he could ever be so ruthless and unrestrained in defeating his enemy. They watched on as he dumped the remains of the machine's arm, walking around to stare down upon its face.

"Doesn't feel so good now does it! Now you know what it's like to be a victim!" He growled, clenching his fists angrily.

Surprising the vengeful youth however a flap opened in the crippled machine's shoulder revealing a large tube hidden within. Acting on reflex Ben bought his hands up as a missile came hurtling towards him. Clamping his hands down around its metal body he caught it just before it could impact on him. Holding it as the motor burned out he looked down upon his vanquished foe and glared.

Rearing his hand back he threw the missile at his targets head like a football, the bomb blowing the metal creature to scrap in a violent and fantastic explosion.

"Ben!" Max called out as the flames engulfed where he had stood moments ago. His fears were relieved however as the ash and dust cleared, revealing Diamondhead standing at the foot of a crater, the shredded and burnt remains of the machine strewn violently about the clearing.

This had been his first real victory, the first time it had been him to come out on top. His enemy was destroyed and he was left standing above its remains. He turned to face the crowd that had gathered on the outskirts of the clearing, his cousin and grandpa among them. They were looking up at him with reverence, awe, gratitude for saving their lives, even a hint of fear and respect. Respect!

Gone were their sneers and their taunts and beatings and abuse. Thanks to the device clamped around his wrist he now had the power to change his life. Now he could fight to protect the people around him. Now he could gain their respect. Now his parents would be proud of him, and the other kids at school wouldn't beat him, and Gwen wouldn't vehemently call him a worthless loser. Now there was real hope!

But now was not the time to hear the crowd's thanks. Turning away he strode back through the carnage, the smoke and dust obscuring his form as he vanished from the crowd's sight. No matter what happened during the nest three months, he was not going back to the life he had before.