This story takes place before 'Goodbye and Good Riddance,' the back to school episode. Summer vacation hasn't quite ended yet. Other than that, all canon applies.

Chapter 1

A dozen artifacts from five separate extinct cultures crumbled to dust, and Charmcaster wiped her hand over the remains dismissively, partially as a satisfying acknowledgement of triumph, partially to muss up the stuff so it wouldn't look too obviously like the leftovers of arcane work. Chances are no one would ever find it here in this random little grove, but you couldn't be too careful.

All that remained of days of exhausting rituals and spells was a humble, ordinary-looking casette tape of a Winnie the Pooh adventure. No one would ever expect such a sad little thing (she hadn't seen anyone use a casette in at least three years!) to be a powerful tool of magic, like the more traditional wand or staff. And that was exactly the point. Being a deceitful person by nature, Charmcaster didn't think twice before abandoning tradition and dignity for camouflage. She could take it with her, keep it on her person, and no one would think any different of her for it. And yet it gave her the power to twist time in ways that would have made her gullible uncle drool with envy.

Well, that was the easy part.

The hard part was a single, much simpler spell. She knew she could cast it fine. But she couldn't fake it, and it would not be fun for her. Still, camouflage was everything. Keep up the mask, keep up the lie, make yourself believe in it, that was the trick. No matter what it cost, no matter what it took. Till you had what you wanted.

Charmcaster wanted all three Tennysons out of her way forever, her spellbook back, and the Omnitrix on her wrist.

And she was going to get all of it.

Taking a deep breath, she steeled herself before chanting the requisite words. A shudder ran through her body, and she had to clench her jaw to avoid puking from the sudden wave of nausea. It went away, but only briefly, pulsing like a heartbeat. She broke out into a sweat, but felt uncomfortably cold, and her vision blurred.


Now, she would just run over to the Tennysons and begin her little act. Once she was sure they bought it, the games would begin in earnest. She'd be able to learn whatever she wanted of them, do whatever she wanted to them. It didn't even matter if they caught on... after all, this time, she had insurance.

Sliding the precious audio tape into a pouch at her waist, she stumbled painfully to her feet, and forced herself to start walking briskly. The sooner she got to them, the better she'd feel. They'd believe her story, the good guys were always so easy to fool. And who would be believe she'd curse herself, anyway? Heh.

When she came across the cute little family of heroes, they were having lunch at a McDonald's. Weighing different courses of action in her mind, she decided on the dramatic approach. She ran up to them limpingly, gasping in a way that was only half faked, clutched the grandfather's shirt with mock-earnest desperation, and begged for help in a trembling, whispery voice. And then pretended to black out. Except, halfway through pretending, she fainted for real. Being good at dangerous magic wasn't necessarily an advantage when you targeted yourself with a curse.


"I have a quote just for this occasion," Gwen said darkly as she watched her relatives carry Charmcaster into their van, holding up her portable recorder.

"My name is Inigo Montoya. You killed my father. Prepare to die."

Ben and Grampa looked at her blankly.

Muttering in irritation, she fastforwarded until she got to the right soundclip.

"It's a trap!" Admiral Ackbar's voice declared from the recorder.

"There. Come on, Charmcaster just walks up to us, asks for help, and faints, and we're supposed to be nice to her instead of putting her back in jail where she belongs? I mean, who faints these days, anyway?!"

"Wussy chicks, duh?" Ben said immediately, which merited the obligatory shoulder punch.

"It does seem pretty suspicious," Grampa agreed, "but she doesn't look very good. Let's keep an eye on her for a little bit before we do anything drastic. Maybe she'll be able to explain everything when she wakes up."

Gwen glared at her archenemy's sweaty, unconscious body with disgust. Charmcaster was faking, it was so obvious, why couldn't they get that? They were just falling into the jerk's trap by being so, so hero-y!

A flicker of eyelids and a hint of the rolling eyes beneath, and Gwen treated it with all the danger given to a snake seen coiling underneath a rock. "There! I saw her eyes move! She's just pretending to be fainted!"

Grampa bent down and opened one of Charmcaster's eyelids, peering close.

"Involuntary eye movements. She's dreaming, probably."

"Well, I hope she's having a bad one," Gwen grumbled.

After about an hour of watching Charmcaster toss and turn and moan incoherently, Gwen almost felt guilty. The crook looked genuinely sick, or something. But even sick, why would she come to them? Unless she'd been delirious. Maybe that was it. Her temperature seemed fine, though, on feeling it. It was weird.

Still, there were only a few weeks left of summer vacation, and she, for one, didn't want to spend them looking after a villain with the flu. Or whatever. They were heroes, not babysitters!

An hour after that, watching Charmcaster shakily drink tea from a dingy mug and listening to the villain's explanation, Gwen managed an equilibrium between guilt, resentment, and suspicion that managed to solidify into a nice, rational dealing-with-it attitude.

"Uncle wants to get rid of you three. But he doesn't want to take the risk himself anymore... he's getting old, and tired. So he put a curse on me, to make me do it for him." The bitterness looked real enough. "The further away I am from you guys, the sicker I get. It's gonna take me a while to recover even though I went to you as soon as I realized what was happening. If I keep away, I get sick... if I keep away for a long time, maybe even die." Charmcaster swallowed hard, eyes glimmering with what might have been unshed tears. "He's forcing me to stick close, or else. Look, I know you guys don't have any reason to like or trust me. And I don't have any reason to like or trust you. But this is too much. I didn't want it to go this far. Right now the only surefire way I know to take the curse off is to kill you guys... and you know what, I don't wanna, so sue me."

"Not like you've ever had problems trying to squish us with your magic tricks," Ben pointed out grumblingly. Gwen was glad he did it so she didn't have to.

"I can't use my magic with this curse on me!" Charmcaster snapped, then hid her face in her hands. "God... I can't deal with this. I'm a witch and a bitch and real good at being both, but if I offed you while under this curse it'd have to be the... old-fashioned way. Like some psycho axe murderer or cult poisoner or something. I'm not gonna stoop to that crap. I just... I can't."

"It seems to me that this could all be sorted out if we could have a little 'chat' with your uncle," Grampa suggested.

"I don't know where he is."

"Suuuure you don't," Gwen said just loud enough to be heard, planting her face in the palm of a hand and staring out a window. None of this felt right. Why couldn't the bad guys just stick to nice, simple bank robberies? Cloak and dagger made her itchy.

"I don't," Charmcaster insisted stubbornly. And then, to Gwen's mild amazement and total scorn, started to cry.

"I am so out of here," Gwen announced, and with that, went outside for a stereotypical breath of air.

Ben, with the same instincts as an annoyingly attentive-hungry puppy, followed her.

"So you think she's full of it?" he asked her after they'd gotten a few yards off, shuffling their shoes in the pebbly pavement of the McDonald's parking lot.

She kicked a bunch of grit and pebbles into a small, short spray. "What else could she be? This has setup all over it."

Ben leaned up against her back and nudged her. She didn't look, but knew he was grinning. "Maybe you're just scared she'll take her book back and you'll get stuck being boring normal Gwen again."

"So not an issue." And it hadn't been, because she hadn't thought of it, until just now when her dweeb cousin had to bring it up! She'd just barely gotten into the basics of magic. Quitting now would be like giving up before even really getting started. And she'd started getting used to being able to compete on a semi-even footing with Grampa and Ben against all the aliens and crooks and mutants. What if they were in trouble, and she couldn't help them out? She needed those spells. Making a decision right then and there, Gwen swore to herself she'd never let Charmcaster have the spellbook back, no matter what. Charmcaster'd only use it to do more bad things, anyway. "Hahah, right. What you should be scared of is that watch dropping off your wrist one day. If you didn't fight aliens you'd just be a loser playing video games all the time." She got a little amusement watching him clutch the Omnitrix with his other hand in an instinctively protective motion.

"Shaddup, nerdzilla. Even when I'm just me I'm like fifty times more awesome than you. So whadda ya wanna do about magic chick?"

"Why're you asking me?"

"Well, she's kinda your bad guy, isn't she?"

Gwen shrugged. "I guess. It's up to Grampa though."

"I hope he kicks her out. The Rustbucket ain't big enough for her too. Can you imagine how weird it would be to, you know, do things with her? Breakfast and stuff?"

"Super Twilight Zoney. Grampa won't fall for her little act, he's old and smart. That 'Oh help me, save me!' maiden in distress crud won't fool him."

"You know you just jinxed it. Now you'll have to share your bunk with her, hahah!"

Gwen's skin crawled at the very thought. "EWW. NO."

"Well, where else would she sleep?"

"In a seat!"

"Grampa'd say we should be nicer to guests'n junk."

"She's not a guest, she's a crook."

"She's a guest crook. Grook?"

"Cruest sounds better."

"Yeah, it does." His smile was less mocking and more friendly now. "Don't worry about it. I'll keep you safe just like I always do."

She considered smacking him again, and decided it wasn't worth the bother. "I'm not worried."

"Okay, let's go see what Grampa decided on, then? And I wanna get more money for fries either way."

"Pig. You had two things of fries already."

"McDonald's fries are like half air!"

"Then why do you get them?!"

"They're delicious air!"

"Fine, whatever." They walked back to the van and hopped in, and stared at Grampa expectantly. She could feel Charmcaster's eyes stabbing the back of her head, and glanced over... the white-haired girl was calmer now, totally blank. Creepy. "So, Grampa, where're we dropping this creep off?"

"We're not, Gwen. I've decided to keep her with us, since her life genuinely appears to be in danger otherwise... and don't worry, she's agreed to behave, and I'll be keeping a very close watch on her. I know this is going to be an... unusual... living arrangement, but I'm confident that if we all work together to make things go smoothly, there'll be no trouble at all." His broad, beaming face was saintlike. For a second, she freaking hated it.

She turned to stare at Charmcaster with unabashed suspicion, and Charmcaster looked back calmly. But behind that calm, Gwen imagined the girl was laughing snobbishly.


The days that followed were the total definition of awkweird. Charmcaster was polite and all, but the very fact that she was polite was in and of itself enough to freak Gwen out. They all kept a close eye on her... and she was pretty sure Grampa didn't sleep much, if at all, the first night or two, but after a while, and countless minor 'tests' set up by the Tennyson family, it seemed to become pretty clear that Charmcaster wasn't gonna try to kill them anytime soon. Grampa gave up his bunk rather than making anyone share, and eventually started to talk about having her and Charmcaster cooperate on spell research to figure out how to break the curse, even. And Gwen even started considering it!

But she still kept the spellbook hidden, and only took it out when she was sure Charmcaster was asleep.

One night, though, she wasn't careful enough.

She'd just turned on a flashlight and dug the book out from behind a loose piece of the Rustbucket's siding, when she heard Charmcaster's half-drowsy, half-alert voice.

"So that's where you keep it, huh kid? Real paranoid. I approve."

Gwen stiffened and turned back to glare at Charmcaster, still in the stylish but by now wrinkled-looking purple coat, who was stretched out in Grampa's bed with eyes half-open and cattish, seeming to be looking at nothing in particular. Fingers tightening on the precious item, she deliberately clicked the light off and put the book back. She'd have to move it later, when Charmcaster was really asleep.

"Pretending to be asleep, huh? Just what I'd expect from you."

"Relax, kid." Charmcaster sounded amused and almost adult. "I don't need that grimoire back. It's just a beginner's manual, I memorized everything in it a long time ago. If you wanna get some use out of it, I could care less... not like it'll help you be a threat to me." The eyes widened briefly, just long enough for a wink.

Huffing, Gwen flopped down in her bunk and tossed the blanket over herself as forcefully as one could toss a lightweight piece of fabric, rolling to stare at the roof. The sounds of Grampa and Ben breathing peacefully in their sleep was a lot more soothing than talking to Charmcaster. But even if Charmcaster was quiet it'd be hard to get to sleep anyway. She felt wide awake, way more awake than the white-haired wizardess looked. She'd just outlast her, wait till she went to sleep first. A sideways glance at her nemesis showed Charmcaster still and ragged-looking in those old, never-changed clothes.

"Don't you have anything else to wear?" Gwen couldn't quite stop herself from asking. Not in a mean way. She just really wondered.

Charmcaster tugged the collar of her coat up closer to herself, looking self-conscious. "Nothing wrong with this outfit, it looks great on me. I usually keep it clean with magic."


"It's not you guys ever wear anything different Sunday to Saturday," Charmcaster jabbed back with a little challenging spark in her voice through the sleepy blur.

"I have five different sets of that shirt and those pants," Gwen defended her wardrobe choices self-righteously. "They were on sale, and they're cute. And Grampa's got sentimental attachment to that Hawaiian shirt. Clothes're pricey when you're big as him anyway."

"So what's your cousin's excuse?"

Gwen grimaced. "He's a boy." Charmcaster chuckled softly. After a pause, Gwen joined in. "Well, since you can't magically do your laundry anymore... I guess we ought to take you shopping sometime?" Gwen asked, getting back to the original subject. For the first time, Gwen started to feel a little, a very little, sorry for Charmcaster. How dependant was the girl on all that magic, anyway? Even her name... "Hey, why's your name Charmcaster? Is it like a villain name or something?"

"Was wondering if you'd care enough to ask. It's my real name, not that I've got a birth certificate or anything lame like that. Everyone in my family's named like that. We're all magically gifted, and once you get old enough to cast your first spell, you get your name. The first thing you cast determines what your name is."

"That's weird. But kinda cool. So if there's a whole family of you guys around with magic powers, how come you're not famous or something?"

"Oh, that... most of my family's... aaaahhhmmm... dead, anyway." Charmcaster's yawn in the middle of the sentence served as dramatic punctuation of how little the girl cared, and it startled Gwen even wider awake. "Well, a couple are technically just undead. But most of 'em are gone. My uncle Hex and a couple distant cousins are the only ones left with warm blood in their veins. And me, heh."

"Oh. Sorry."

Charmcaster's sidelong glance had a kind of searching cunning in it, and suspicion. "Why? You didn't know 'em."

"Well... I am, okay?"

"Fine, whatever sap." Charmcaster closed her eyes, and silence reigned for about half a minute. "Thanks," she finally said, quietly.

And that was when Gwen first started to feel comfortable falling to sleep without Charmcaster being asleep first.


"God, that's so gross! Who's this creep?!"

Gwen didn't mind playing the part of exposition girl, even though it was kinda hard to concentrate while watching hundreds of centipedes, spiders, ants, and other random bugs crawl slowly up the Rustbucket towards the roof. The gnats flying around getting in her face didn't help make it any more fun, either. Maybe it was better this way... with bug guy sending all his squirmy minions to them, that left Ben and Gramp free to take the crook down.

"He's this weird homeless freak who tried to blow up a city one time. Ben stopped him, so I guess he's holding a grudge. I wish he knew how he found us, though!" Muttering a few minor arcane words, she blasted some bugs getting uncomfortably close back down to the ground. But there were too many to keep that up for long, and she didn't know any serious wide area magic yet.

"Well, if he's really got all these insects under his control, he's probably able to scout out lots of ground. Look, stop playing around and just zap them all already!"

"I can't! I don't know how to do that yet!" Eyes straining through the swarms of gnats, Gwen saw that Ben had turned into Grey Matter. Oh, great. This was gonna be one of those long, annoying fights. "Can't you help show me what to do? Tell me the right words to use or something?!"

Charmcaster's hand on her shoulder was warm and firm. "Sure, I can help ya, kid. Hm... those're black widows down there, right?"


"Good. Well, Gwenny-poo, this is how I help people. Bye bye now!"

Charmcaster pushed her.

Too startled to really scream, Gwen still had enough time to mentally berate herself for not expecting it before she hit the ground and became covered in frenzied insects. And very quickly after that, she stopped having any time at all.


It took a couple minutes for Ben to come up with an ingenious trap to capture bug guy, but with Grampa's help, the blue weirdo was soon snared and ready to be picked up by the cops... who never seemed to be around when they could be useful! Oh well, more fun for him. He'd just transformed back and started to pat himself on the back when a scream knocked him out of self-congratulations mode.

"Gwen?!" No, it hadn't been Gwen. "Charmcaster?! What happened?!" He ran over to the van as quick as he could, squishing bugs with his feet on the way, like dancing on lava. Charmcaster didn't answer, she was too busy freaking out, but she didn't have to. Ben saw it all for himself. Gwen flopped on the ground, still half-covered with a bunch of fleeing bugs, red bumps from bites all over her skin. She wasn't moving.

She didn't look like she was breathing, but that couldn't be right!

"She just slipped, and I tried to grab her, I swear I did, Ben..."

There wasn't anyone to beat up anymore. He had to be calm about this. Mature. He had to think about what Gwen would do. What would Gwen do? Get the first aid kit, duh! "We've got a first aid kit in the Rustbucket! I'll get it, you get the rest of those bugs off her!"

But when he started to churge into the van, something hit the back of his head, and made him slam into the metal, hard. Squeaking out a word his mom woulda disapproved of, he fell to the ground, clutching his head... tried to get up, through the throbbing ache, but something hit him in the chest. And then things were biting him... the bugs, oh crap, the bugs were getting all over him now! And it became really obvious with each bite because his skin started to ache like it was on fire. He was also vaguely aware that he was starting to breath hard and sweat a lot, but that seemed nothing compared to the overriding pain that just got worse and worse, and the dizziness that made it impossible to get up or think straight. Flailing increasingly on instinct over actual thought, sweltering blackness crept around his mind and ate it up.


She laughed.

She couldn't help but laugh.

It'd all been so easy. Telling Clancy where the Tennysons were had been a good idea, it'd been so very simple to deal with those brats once they were distracted by someone else. As if they didn't even get the concept of having more than one enemy per day, or something. She'd just plain lucked out on Ben getting into one of his weaker alien forms, allowing the fight to go on longer than usual. Hard to believe such stupid kids could be so much trouble to so many different people. That just left the grandfather to deal with... a fat old man who wore the same hideous shirt day after day...

And speak of the devil.

"Charmcaster, what happened?! Are the kids okay?!" Huh. Apparently the senile fool felt the need to stick to the impression that she was on their side. How pathetic. Maybe he just didn't want to accept the obvious, the things right in front of him.

"Okay? Oh, no, I'm pretty sure they're dead," she announced cheerfully. She poked Ben's head with her foot, watched it tilt and then fall back. "Yeah, they're gone. I've gotta say, I didn't really expect the kids to know any better, but you... come on, Gramps, you're just too trustworthy for your own good." It was funny, to watch the contortions his broad face went through, settling finally on shock.

"D-dead? You... you can't be... there's got to be some kind of mistake!" He rushed over to their corpses. She let him, leaning lazily against the Rustbucket as though it were a throne. Smirking, she watched him brush away and stamp out the remaining insects, check his grandchildrens' pulses, give them CPR. Far too self-satisfied to interfere, she just let him do his thing, until he ran out of things to do and was forced to face reality. When he finally looked up at her again, it was with a face as coldly hateful as a stone gargoyle's, and she grinned delightedly at the sight.

"You took advantage of the attack to backstab us."

Charmcaster decided to play with him a little more, pretended to look surprised and innocent. "Oh, did I? Are you sure they didn't just fall on their own? Am I guilty of murder now just because I'm not acting as sad over those spoiled kids being spiderfood as you think I should be? Maybe I just... BWAHAHAHA, HAHAHAAAAA, oh my God I couldn't keep that up! Hahahah. Ahhhh. I just couldn't keep it up. Yeah, I killed 'em. But really, what'd you expect to happen?" From mockery she switched straight to offense, happy to push his suffering as far as it would go, now that she finally had her moment of victory. "Let's think this through, Max," she purred. "You travel around with these ten year old squirts all the time, and they don't know anything about fighting, or guns, or poison, or death magic. But that's what you let them go up against, right? This could've happened any time, if Ben'd gotten the wrong form, or timed out at the wrong second, or just plain did something a little too careless. Gwen was practically a gimme without even any alien shapechanging crap to keep her alive, and only some tiny, and I promise you, totally amateurish dabbling in magic to make up for it. The only surprising thing is that she's lived this freaking long, really. Aren't you supposed to be responsible for these kids and keep them safe? Kids always want to play superhero, but grownups are supposed to stop them. So I happened to be the one to take them down, so what? It could've been anyone else... awww, are you crying, Max? How sweet. A little late, though. If you really didn't want them to die, you shouldn't have let them play with criminals and aliens and wizards in the first place."

"I told myself," he said hoarsely, tears still trickling down his cheeks, "that it was worth it. I told myself that Ben could be like me, only better. I told myself that the kids could be different. Special. That they'd take the risks and do good in the world and never, ever have to pay for it..."

"You told yourself a lot of shit," she said calmly.

He looked at her, and stopped crying, and something in his steady gaze made her muscles tighten. "Maybe. Maybe I did. Or maybe it would have all been fine after all, if you just hadn't been here to mess things up."

She shrugged. "Guess we'll never know, huh? So, what's your next move Gramps? Gramps?" Eyeing him suspiciously, watching him slowly approach, she started to wonder if maybe she shouldn't have gloated so much, and instead, taken the opportunity to take the old man out of the picture, too. She still couldn't use magic while he was alive... no magic except one kind. But she could take him in a fight. Right? Sure. He was ancient. He was flabby. He was... he was starting to look very big, and looking, and scary.

His hands were squeezing around her neck in a sudden pouncing movement that left her totally unprepared. And she understood her mistake. The grandfather was trusting, and always wanted to believe the best of everything, but she'd pushed him too far. And he was still healthy enough to keep up with all the adventures the kids got into. And she, stupidly, hadn't thought to get any weapons. His hands were huge and their pressure was relentless. She wondered if the angry heat radiating from those palms was anything like what the spider poison had felt to the kids.

"Pl-please, M-Max," she tried, as a last resort. "Y-you don't... wanna... urkh... k-kill me..."

"Maybe I should have been more selfish," he whispered, voice cracking and shaking. He was crying again now. "Maybe I shouldn't have let them follow their dreams and have their adventures. I don't know. But I figure the least I can do," and he punctuated 'least' with a particularly painful squeeze, "is make sure my grandkids' murderer gets a fair payback for her sins!"

Struggling didn't do any good. He was a lot stronger than she'd thought, and pretty fast, and good enough at this kind of thing that he knew how to keep her restrained better than she knew how to slip out of being restrained. Eyes starting to see spots, desperation was added to the huge sweaty hands as things that were constricting her throat, and she grabbed desperately for her lifeline, the fallback that would make it all okay.

Her fingers clung to the little plastic audio casette hungrily, and she managed to squeak out one last word.