Vilgax sat there clutching his chest as Ben 10 weilder of the ultimatrix, the sword of azmyth and dagon's powers stood tall waiting to end this nightmare. Vilgax looked up at the boy dressed in a suit of armor and smiled. Behind him, the scene of the crumpled and wasted headquarters of the Plumber's HQ. The past leaders head's of America, a great country, now laid in ruin.

It would have beautiful to the invading alien(s), if only they understood. In front, a lone boy stood strong, eyes enraged and somewhat burning into the alien's eyes.

With a frown on his face and sunken eyes you could've sworn he had had enough for one night.

"You are a fool. You have the ultimatrix, sword of asmyth and the power of Dagon at your fingertips" Vilgax began staring at the boy in shining armour.

"Yeah so?" He asked miserably, no remorse left on the boy's tongue.

"you claim to be a hero. What will you do with all this power?"

"turn everybody on earth back to human for starters" His reason was power enough. He was a hero after all and hero's have to do what is right for the rest of the world.

"You think too small" Vilgax smirked.

"...We are alike you and I. We take the universe in our hands and hold it to our will. You say you want peace and justice? Use your power. With little more than a thought you could wipe out all evil" Vilgax began in a fit of desperation. He was willing to manipulate the boy into doing whatever he wanted; whether he knew it or not.

Ben smirked wondering about the power. "I really could" He whispered.

"Ben" He was caught off guard. A female voice not too far away from him called out. A voice so familiar. It sent chills down his back knowing exactly who it was.

"What are you saying?" Gwen asked in disbelief.

"He's saying that the end of your struggles it at hand. He can create what ever universe he can imagine. Do it?" Vigax smirked.

"Just wipe out evil" Ben thought whispering to himself as he trailed off ignoring the group of allies behind him.

"DO IT" Vilgax yelled.

"Are you really considering taking moral advice from Vilgax?" Gwen asked stunned by Ben's unpredictable decision. Her cousin was dumb but he wasn't that dumb...right?

In an instance Julie appeared in a suit made from Ship. She flew down standing between Ben and Vilgax.

"...You know we all love you Ben but if you try to do this your the same as Vilgax or Dagon or Aggregor or any of the others" Julie tried to explain.

Ben narrowed his eyes at her. "You'd try and stop me?" Ben asked retaining his stare at her.

"We would stop you" Kevin yelled at him standing next to his girlfriend. The unspoken body language of the older boy watching the younger boy was insulting. He acted like a guard dog to his cousin; his own family. How dare he.

"You're not afraid of me?" Ben asked gritting his teeth and questioning their loyalty.

Ship removed himself from her.

"you've never given me any reason to be afraid"

"You're always telling me that I should use my technology to help more people. Now I can help everybody at once"

"Look there's a line. I'm not sure where it is exactly but I know this is way on the wrong side of it" Julie reasoned.

"Power is meaningless if it's not used. Do it" Vilgax smirked his influence growing on Ben.

Ben turned to see his cousin and best friend running towards them. He could see Gwen's angry stare from a mile away.

"Be quiet" She yelled at him agrrevated as she tried to talk some sense into her thick headed cousin.

"Don't you see Ben. It's the power, you're tempted like I was when I went full Antodyte" Gwen stated eyes begging into his.

"And like when I lost control of my powers" Kevin added reasoning with the boy.

"You can't force your answers on everybody after everything we've been through is this the way you want it all to end?" Julie asked.

Ben winced his eyes. "Everybody stop talking" He told them.

"LET ME THINK" He screamed pacing off into a nearby corner. Images flashed through his head of him finding the omnitrix, of Julie at the soccerfield of his cousin being there for him when everybody abandoned him, his mind fixated on thoughts of her, running to him, hugging to him, he couldn't get it out of his head. His mind raced frantically of the people that had hurt them, hurt her.

He couldn't let it happen all those people were a threat.

Ben winced his eyes turning around to see them there in the dark. Julie, Gwen and Kevin. They were staring at him. Pondering his next move. He couldn't help stare at the man that had almost killed his cousin. The same man that had tried to steal his powers and her's. He grit his teeth raising the sword. Their arms came up. All three of them ready to attack him all at once. Ready to betray him after all he had done for them. After all he had sacrificed and they'd go against him at the split second he sought power.

"BEN NO!" Gwen screamed but a bright wave went out sending a spiral of lights into the air.

"GET HIM" Kevin screamed.

Instantly the sword came down and slit across sending a wave towards the trio. There bodies flew across the Earth smashing into the side of the building in mt Rushmore. Rubble concealed their bodies before Ben looked over to Vilgax. "You were right" Ben stared blankly towards the alien who smirked brightly. He began to walk down the hill back towards the Rustbucket II. He heard rubble move but tried to ignore it. "Ben... wait" He heard a female voice call out to him. He turned to see his cousin crawling through the rubble onto the path. She was covered in scratches and her hair was a mess but she still maintained the helmet probably the reason she wasn't out cold yet. Ben's armor clacked as he walked up to her towering over her intimidatingly.

"Don't try and stop me Gwen. I'm in no mood" He told her sternly. She winced trying to stay awake as she looked up at her cousin with one eye. "Ben please...don't do this"

He could hear her shallow breaths. He grabbed her shoulders and forced her to lean against the rubble. She winced her eyes in pain as he held her near. "You're always saying that I should start being mature" He told her. She opened her eyes staring at the identical set. "Well I am now and I'm going to change things"

"You don't have to do this" Gwen told him.

Ben placed his hand up to her face and stroked her cheek. He smiled staring at her. "I do. I have to keep you safe and the only way I can do that is by taking out the evil in the universe" He reasoned with her. "What does that have to do with me?" She asked. He stopped stroking her cheek and looked at her. "I love you Gwen" He leaned in closer. "I always have ever since we were 10. I care so much about you and seeing you with Kevin, with a bad guy, it tore my heart apart. And even after he tried to kill you and destroy the universe you still forgave him and loved him" He leaned in closer. "I realise now that he's just gonna do it again"

"Do what?"

"Turn evil. Hurt you maybe even kill you. I can't let that happen I'm sorry Gwen" He leaned down staring at her lips. Gwen noticed his hungry eyes and took a sharp breath in. "Ben, please" She begged tears falling down her face. Ben brushed them away with his thumb making sure he was gentle with her. "I'm sorry Gwen, but this is how it has to be" He whispered. Gwen stared up at him. "I saw you and Kevin and Julie all try to take me out today. I saw how easily you turned against me. Gwen, after everything we've been through together you betray me, just like that, for Kevin...for a bad guy"

She shook her head. "I can't let that happen again" He whispered.

Gwen bit her lip scared at what he might do next.

"Goodbye Gwen" He kissed her forehead before Gwen looked up to see something moving behind him. Instantly, she flared her hand out with the last of her energy zapping Vilgax before he swung the a sword through Ben's head. Ben winced his eyes turning to see Vilgax dropped his sword and fall of the face of the cliff. Ben turn back to his cousin to see her eyes begin to flutter. "Gwen, stay with me" He told her removing the helmet from her head and chucking it to the side. He shook her as her eyes rolled back into her head and completely closed notifying him that she was out cold.

Ben brought her limp body in for her tight hug. His cousin had just saved him dispite what had happened. He pulled her away grabbing her legs and lifting her up. He carried her bridal style down the path til he heard a loud growl. He turned round to see a very pissed off Kevin also covered in cuts and scraps. "Na, LET HER GO" He yelled at Ben. Ben stared at him blankly.

"SHE'S MINE" Kevin tried to crawl from the wreakage. Ben stared down at his cousin in his arms. He cradled her face before he answered Kevin.

"No, she's mine. Always has been; always will" Ben stated turning back around and walking away knowing full well that Kevin won't be able to catch up especially in his condition.

Scene Change: Rustbucket II

Ben set the jet to autopilot as he heard groaning behind him.

He turned around seeing his cousin begin to wince her eyes as she sat in her chair cleaned up and covered in a few bandages and new clothes. Ben kneeled down beside her and took her shoulders.

"Easy" He told her trying to calm her before her eyes fluttered open. She gritted her teeth instantly holding her head in pain. "Nuh" She breathed out putting more pressure on her head.

"You alright?" Ben asked her gently. Gwen shook her head. "...Feel sick" She mumbled closing her eyes again. Ben nodded removing his helmet and taking her cheek. "It's alright. You're safe now" Ben stated. Gwen opened her eyes and looked at her cousin still in shinning armor. She thought it was all a dream. A horrible, horrible dream. She held her head leaning over her knees.

"I thought it was just a nightmare" Gwen mumbled. Ben placed his hand on top of her back trying to comfort her. "It's all over now. Nothing to be afraid of" Ben told her. Gwen nodded before her eyes opened.

"Kevin" She breathed out.

"He's trapped under all that rubble and...and Julie...and all those people. They need help" Gwen stood up but in an instant a wave of nausea claimed her. She held her mouth as Ben grabbed her helping her lay down on her side. Gwen winced her eyes holding her stomach in case she yacked. "Easy, you're not going anywhere. At least not til you're feeling better, besides everything's been taken care of; the world's safe"

Gwen felt her head feeling something move. She winced her eyes holding her head in pain as Ben touched her. "The Dagon" Gwen whimpered. Ben leaned over her. "Dead" Ben answered. Gwen shook her head opening her eyes before pointing towards the sword. "He's still in there. I can feel him" Gwen sat up holding her head and wincing her eyes. Ben watched her shake in fear. He looked down at the sword. "Is this really causing you pain?" He asked. Gwen winced her eyes nodding as she felt something crawling around in her head.

"I'm sorry" Ben whispered grabbing her and pulling her down into his arms.

He stroked her hair waiting for her to settle down. "Ben, you have to get rid of the sword" Gwen told him. He stared down without an expression. Gwen shook sighing. He wasn't going to give it up not even for her. "Just let me go Ben" She opened her eyes and stared at him. Ben's eyes widened. "What? No" Ben gritted his teeth. Gwen winced her eyes.

"Your hurting me" She bit back. Ben took a sharp breath in before moving away from her. "I want to go home Ben, right now" She demanded. Ben stared at her narrowing her eyes. "After all I've done for you. I saved your life a thousand times and now all you want to do is abandon me?" Ben pointed his finger at her accusingly.

Gwen stared up into his eyes. She looked so innocent. "That sword. It's hurting me. I can't be around it and it's messing with you too. I would never hurt you Ben but..." Gwen stated. Ben stared down at it. He breathed out. "Ben, it's me or the sword" Gwen stated. Ben thought about it before turning round. "I can't let this sword fall into the wrong hands" Ben stated leaning over on the controls.

"I'm sorry Gwen" He pressed a blue button.

Gwen's eyes widened. She stared down at the floor as it opened beneath her. "Ben NO!" She screamed as she fell from the sky. She struggled to make her powers work. They flickered on and off as she neared the ground. She knew she was going to die instantly. She winced her eyes closed waiting for the fall to end but just as it did cool water hit her face ensheilding her entire body. She opened her eyes and looked around finding herself in a pool.

She winced her eyes swimming up to the surface coughing her lungs out as she made it to the edge and lifted her upper body over the side laying there for a few moments to catch her breath back.

"Gwen?" She looked up to find her grandpa rushing up to her. He grabbed her arm helping her out of the water before bringing her into a tight hug.

Gwen's arm wrapped around him tightly as she felt the exoterrica uniform wrapped around his body. "I'm so glad to see you" She mumbled tears flustering her vision. Max just held her there for a minute before pulling away and gripping her shoulders tightly afraid to let go of her.

"Do you know where my parents are?" She asked feeling her shoulders beginning to crush.

Max's stared at her worried.

"No, Kiddo" He replied truthfully. Gwen stared down at her feet a little saddened. "I'm sure they're fine" He touched her chin attempting to cheer her up in whatever way he could. She still seemed disheartened but forced a smile his way. "What happened?" He asked her. Gwen sighed explaining everything to him about the Dagon, Vilgax, Dagon controlling her, the forever knights and finally...Ben.

She rubbed her shoulder and turned away feeling guilty. "I should've stayed with him. I could've talked him out of it" Tears were flustering her vision but her grandpa was there. He wiped them away and there was hope for a second before the next words were thrown out of proportion.

"Do you mind coming down to the Plumber's base with me" He asked. Gwen should've known something was wrong when he had asked her. She stared at him worried for a moment but like a good girl she went with him nodding as he placed a solid hand on her back and guided her towards his RV parked outside the wreaked house.

Gwen had probably been there for a good few hours having to explain her story to every official that came in. She sat impatiently in a dark small room lit by a cheap light. By the side of her laid a reflective mirror allowing spectators to watch her sit in shackled chains.

She had never felt like a prisoner before.

"I should go talk to her" Max sighed as he watched his granddaughter be interrogated time and time again. "Don't bother" Colonel Rozum placed his cigarette into an ashtray before looking over to Max.

"She's probably afraid" Max moved off as Colonel Rozum watched ready to throw her in jail for being an associate of the Dagon.

Max opened the door quickly popping his head through to see her tired eyes land on him. She was still managing. Good. Max closed the door as he carried a file towards her.

"Hey Kiddo" He flashed a quick smiled before he sat down with a coffee in his hands. Gwen stared at the warm drink her thumbs twiddling over the table as her shakles rested on the cold steel of the table. Never before had she felt like this. Stuck. Max placed the file on the table scanning over her records before taking a sip of his coffee.

A grounded bland with no sweetener, no sugar, no nothing but the taste of coffee. His eyes flashed over her wrists, chained and cuffed. Time and time again she had brought her hands under the table to protect herself after she had been shouted at. They told her if she didn't keep her hands up in plane sight then she would have to spend the night in jail. "Tired, huh?" He tried to make light conversation with her. Her eyes slided closed trying to hold down the anger boiling inside her.

"Why am I being treated like a prisoner; I haven't done anything wrong" She told him. Rozum scarfed. "They're just taking precautions Gwen, we're just worried for your safety"

Gwen could tell he was lying.

"I just want to see if my folks and brother are okay" She mumbled green eyes looking into his. Max felt a sense of discomfort and agitation directed at him. His granddaughter may have looked innocent but she was as stubborn as an Ox. He reached into his back pocket and pulled out a key before grabbing her wrists. "There" He mumbled unshakling them.

"Thankyou" Gwen breathed out vile dripping off her tongue like that should have been done ages ago.

She touched her wrists making sure the chains hadn't of damaged her skin. Max passed her the cup of coffee making sure she that she'd stay awake for a little longer. It was already 4am in the morning and dawn was almost upon. "Do you want something to eat?" He asked. Gwen shook her head as she brought the mug up to her lips and swallowed the vile taste of an unsweetened blend. A small wince and gulp before the mug was down and brought back into Max's hands. He didn't take offense to her hostility.

He was just glad she was calming down.

"A few last questions, Gwen" He flipped to a page in the file.

"When was the last time you had seen Ben?" He asked before bringing out a tape-player. Gwen sighed. "I've already told you" She mumbled. Somehow telling him truthfully before was different to telling him now. She felt regret telling when she had last actually seen Ben. She figured that's why she was a prisoner now. "Can you please tell me again" Max insisted. Gwen was hesitant but managed to suck it up. "I was on the spaceship with him. Ben had cleaned my injuries up" She answered.

"How'd you escape?"

"Ben let me go"

"Why?"

"We had an argument"

"About what?"

"The sword, the power"

"Does Ben still have the sword?"

"I don't know"

"Does Ben still have the sword?"

"...Yes"

"Is Dagon still inside the sword"

"...I don't know"

"Is Dagon still inside the sword?"

"...yes"

"Are you still being controlled by Dagon?"

Gwen didn't answer the question. Actually, she was somewhat offended to even be asked it. Her eyebrows furrowed as she stared towards her grandpa. She wished she hadn't of given him back the coffee. She wished she had thrown it into his face then and there.

"Gwen, answer the question. Are you still influenced by Dagon?"

"NO!" She hissed with such hatred in her breath that it made even Max and Rozum flinch. It took a moment for the room to quiet again before Rozum leaned over to a button and speaker. "Keep her in the holding cell for the rest of the day"

Gwen stared over to a microphone in Max's ear.

"Is this what this whole thing is about; you think I'm evil. You think Dagon's going to try control me"

Gwen stood up. Max stood up with her making sure she wouldn't do anything stupid.

"We're just worried about your safety" Max repeated again like a broken record. How many times had he said that tonight. Too many to count. He was hesitant as he came over to her trying to calm her down before she blew up half the station.

"I know you're scared but we need to be sure. I will call your parents and I will put them on the phone to you and you can talk to them as long as you like" Max sat her down and held her hands.

Gwen stared up at him. It was something right. It was something to go along with...at least for now but she still had her own questions. "...Do you think Ben's evil?" She whispered. Max took a minute before telling her what he truthfully thought. "With Dagon and Vilgax influencing him it is a possibility and he did attack you and your friends" Max thought about the search team going after them. He was sure they had been taken to the hospital by now. He rubbed her back before helping her up. "Wait," She mumbled Max stared down at her hands still drapped around to protect her. "I have to go to the bathroom" Max nodded.

He had been waiting outside the woman's restroom for over 20 minutes. Max crossed his arms beginning to think that the coffee had gotten to her. She really wasn't used to drinking it. "Gwen are you okay?" He knocked on the door. It creaked slightly before Max walked into the room making sure no other women were in here. "Gwenny?" He called out as he looked for feet. He took a sharp breath in before noticing that no one was in the room. No Gwen. Where was she? Out of the corner of his eyes he noticed something asquire. Max stared up at the roof and noticed the air vent unhooked. 'Great'.

Gwen had running been for over 40 minutes. It took less than 5 minutes to crawl out the vents and sneak past the guards. It had been so easy. Maybe too easy. Breaths sharp and shallow as she sprinted towards the end of the street bursting in through the door of her house. She collapsed down onto the floor of her living room before hearing chairs squeaked against the wooden floor boards.

"Gwen?" Her parents were the first by her side. They held her tightly hugging her before helping her sit down at the table. "Where have you been?" They asked her. "I was down at the Plumber's station with grandpa" Gwen answered as they help her sit in the chair. She noticed her brother sitting opposite her. "Ken" She smiled. He stood up hugging her.

"Did you wake up in a uniform too?" Ken asked. Gwen shook her head.

"It's a long story but the world got taken over by an alien. We managed to take it down but Ben's gone mad with power" Gwen mumbled. They all stared at her worriedly. "I'll make you a cup of tea" Lily kissed her forehead before walking towards the kitchen.

Gwen closed her eyes before resting her hands on the table and laying her head down. Frank placed a gentle hand on her back before he heard the door open and close. He could hear Gwen groan in agony knowing full well who was standing there. Max and colonel Rozum standing with very unpleased and slightly annoyed looks present on their features.

"Frank" Max nodded towards his son. Frank nodded back. Max walked up to the three family members before looking down at his granddaughter covered in a layer of sweat with not bothering to even acknowledge the two guests. "Gwen, why on earth did you do that?" He asked. "I told you specifically that I would ring your parents and you could talk to them" Max crossed his arms. Gwen continued to ignore him. Both of them. It just made Max more mad. "I understand that you're upset Gwen and I know I should've told you that you were going to be interrogated but-"

"Interrogated?" Ken's and Frank's eyes suddenly landed on Max. Max sighed staring down at the girl. She hadn't told them yet. It was Max's turn to ignore. "Gwen, can you please come with us so we can make sure you're safe" She didn't even bother to raise her head and snap back at him. It was a surprise, even to Max. He lowered his arms and took a step forward about to grab her shoulder and turn her round before Lily could walk through the door and almost scare everyone.

"May I help you?"

Heck, even she seemed annoyed today. She could tell something was wrong as soon as she saw the stranger standing there with cuffs hidden in his right hand. He was ready to arrest someone; the question was who. It was sure not going to be her children for one thing. She took a sharp breath in trying to restrain her anger before she brought the cup of tea down in front of her daughter before gently waking her from her sleep. Gwen raised her head, said a polite thank you before drinking the liquid and composing herself. "I'm not going back there"

"You don't have a choice" Rozum snapped. All eyes drifted on him. He quietened.

"I have a choice" She stood up chair squeaking against the floor boards as she turned to the man with the narrowed eyes. "I just helped save everyone's lives on Earth tonight and lost my cousin. I hate to say this but I deserve some sleep" She snapped back her eyes threatening to turn pink and zap the man right out of her home. His hand came to his gun holster. 'Good' Gwen thought. He was afraid of her. He should be afraid. Her hands balled into knuckles ready for a fight.

Why?

This wasn't like Gwen at all. She had lost her temper, she had snapped at someone, now she was threatening. Frank stepped in instantly. Ready to yank his daughter out of the line of fire. He stood in front of her. "Ken, please take your sister up stairs now"

Ken stood by that order and grabbed his little sister by the wrist before dragging her along. Gwen took a swipe for her drink grabbing it before she went anywhere. Her childish behavior was enough to make Rozum scarf. It was followed by the girl's tongue sticking out towards Rozum just to push him over the edge.

Frank waited until the room had settled and his children left before he took charge.

"Why do you have a gun and handcuffs" Lily intervened almost immediately cutting Frank off. Rozum placed the cuffs behind his back. "We believe your daughters still under the influence of Dagon; a several thousand year old monster that has attempted to come back and destroy this world" He answered straightening himself up. Frank arched his eyebrow. "Wait; you think Gwen's been brainwashed?"

"Similar; but yes" It was Max's turn to answer. "We think Ben is too. He's ran off with the sword which Dagon is trapped in"

Everyone's eyes widened. "Does Carl know?"

"No, I'm hoping to get Gwen to track him when she's ready too of course"

Frank nodded. "She'll help"

"In the meantime she'll have to spend tonight in the holding bay we have set up for her. We'll monitor her actions and bring in a psychologist and behavioural therapist to analyse Gwen. If her behaviour is out of the ordinary, like she has been tonight, then we'll have to keep her contained" Rozum butted in. "She can have a packed bag of clothing and something to entertain herself. No phones or electronic devices" Max stated. Lily nodded. "I better go tell Gwen the bad news" Lily sighed mumbling to her husband before walking away.