Disclaimer: I down own Ben 10

Chapter 4 – Smooth

Arlington, Virginia; The Pentagon; January 17th, 2010; 1:08AM

Max sat back in his chair, feeling the tension rise in the room as the night shift corridors echoed with the tapping of his boots as he walked from down the hall with two guards at his side at all times, the most important man in America walked through the doors with a chip on his shoulder. One by one people swarmed him with files and notes on the meeting as he sat down taking them as politely as possible, "Good evening, ladies and gentlemen, it comes to my understanding that there is a unique threat to our National Security working in the shadows of the American people."

Rossem spoke up, clearing his throat before stepping forward with one of his hands habitually behind his back, "Yes sir, Mr. President, as far as coming to understand the threat, we've identified causing factors but our main objective should be stopping the parasitic creatures just outside the borders of our Solar System…" With detailed files from both NASA and the CIA, he flipped through page after page of reports as the Colonel spoke, nodding but not responding prompting him to continue, "However, there is also the Forever Knights buying and selling these parasites, among other hordes of extra-terrestrial technology, as black market weapons on American soil…"

The President didn't hesitate to respond, "It sounds like one threat is a great deal further away than the other," keeping his eyes on the information in the files in front of him, he responded as Rossem gave Max a reassuring nod, spite this the elected official continued, "I already have troops fighting a war off shore in Afghanistan, we can't afford to send teams into deep space every year…"

Max spoke up, sitting up in his seat at this, planting his palms firmly on the desk, "Sir, with all due respect, it wont take sending troops anywhere… my team can handle-"

"Can handle it?" He interrupted, "I believe that's what you told sector fifty-one last April when we sanctioned that trip to the Alpha Centauri sector," The President read the obvious mission report in front of him as he glanced up for the first time, looking into Max's eyes with a narrowed expression, "How did that go for you? Oh right, we wasted eight-hundred million dollars sending your team out, only to fail," he scoffed and berated the Plumber, "With casualties!"

He tried his best to reason with him, "I understand your concern but, if I just had one more shot-" Max tried to convince the leader of the free world of his case but fell short when someone in white approached from the back whispering into the President's ear, "We can eliminate the threat…"

Mr. President shook his head as he listened to one of his advisors, pointing down to the reports flipping through different sheets, licking his finger ever so often as he left the room in relative silence. Max recognized the advisor as one of the head scientists at fifty-one, this couldn't be good news, "I don't think so Max, we've given you too many chances," he cleared his throat as he flipped to a different page, "Your Grandson wears the… uhhh… the Omnitrix, is that right?"

Maxwell gulped, but he knew this was public information among the officials and members of the senate around him but, it didn't make him any more comfortable talking about it, "Well, y-yes sir but, he's only-"

"An asset is an asset, and I believe you have another grand-child… a Grandaughter with superhuman abilities, is that right?" The President added as a sudden cold sweat shot up Max's back, taking a quick glance at the Colonel who looked more surprised than he did, "Telekinesis, super strength, hand to hand combat proficiency…? Impressive stuff, Maxwell, why didn't you add it in your reports?" He closed the file and tapped it on the table, fixing the contents upright, making eye contact once again expecting an answer.

"I-I don't…" Max's expression was stunned but, he kept glancing at the Colonel who was waving down his informants from behind him.

"Why wasn't I briefed on this?!" Rossem loudly whispered over at the scientist who was all shrugs, giving him no real answer as practically pounded his fist on the desk, he turned to put out the fire as best he could, "Sir, these are under-aged assets that are untrained, unsanctioned, and already in the field with no knowledge on any mission objectives," his reasoning was solid but, it was clear the man had made up his mind, "They can't be thrusted into active duty."

The President scratched his chin, in deep thought on the topic and the Colonel brought a level of authority to the table that Max couldn't back on his own, "Yes, you do bring some good points Colonel but, in this case it seems to be a no brainer… these are U.S Citizens with alien-technology and super-human abilities, they can't be allowed to just roam free, especially if we're considering waging a war on an alien crime organization with super-human assets of their own."

Max wiped the sweat from his brow as his nerves were starting to rattle his old, withered bones, "You can't be serious… they haven't even graduated high school!" He shouted as he stood and his chair toppled over behind him, echoing in the room as that intense silence returned and no one else dared to risk their careers for him, "You can't treat children that way!"

The President folded his hands together and gave Max a very determined smile, one that said this was happening whether he liked it or not, that not even the reputation he built over the last forty-years could help now, "They aren't going to active duty that I can assure you; they'll be ceased as property of the American Government, raised at fifty-one like the others… trained to fight like soldiers," Max took a step back as the other men and women looked to him, not surprised to hear this at all; this is part of the reason he hated board meetings, they went on like business as usual, "This may come as a surprise to you but, I need to consider the safety of everyone in America, not just your family; we'll be ceasing assets Armstrong and Wheels as well, both were breaded to have alien genes by their parents…" He couldn't keep listening as suddenly the words echoed in his head, causing him to respond in the only way he knew how, tactical retreat.

He barreled out of the double doors, booking it towards the main facility exit in a not so tactically inconspicuous manner, his panic was real as the shaking made it difficult to find his keys in his own pockets, and was surprised that he wasn't followed as he kept his head on a swivel.

Though, he'd been around the block enough times to know how to avoid attention under pressure; Max wasn't on the books as a Government official of any kind, they didn't have any home address, and they redacted most of the information to everything he did prior to the 80's, as far as the Military was concerned, he was a ghost.

If he was going to pull the rug out from under his former employers, he needed to do it before the official order went through the chain of command.

Cincinnati, Ohio; January 18th, 2010: 6:30PM

"So, you pissed off someone at Area 51… or the President? Or both?" Ben asked with his chin propped up on his hand, sitting at the booth with Gwen across from him, now fully rested as they were parked in the back of a gas station parking lot; it was mostly abandoned and freezing cold just like home but, not as familiar. The shopping center around them was small and Grandpa made sure to park out of sight of any CCTV surveillance, as he was trained to do.

Max sighed as he dug through a cabinet across from them, looking for something to feed his grandkids with as he'd just eaten the last of his rations, "I've been doing my job against the grain, so to speak, for forty years so I guess it was bound to catch up with me…" He rummaged for another minute or two before sighing and closing the door, no food in sight, reaching into his pocket for his money-clip, "I just didn't expect them to drag you two into it, I promise that once we get to Mount Rushmore, things will get smoother."

Gwen played with the bit of her hair that grew passed shoulder length as she looked across the old beige carpet pattern that she used to stare at for hours every day, "How smooth was it supposed to be?"

"Ideally, neither of you would've even known about any of this but, circumstances changed… the Forever Knights have geared up something fierce recently, like they're getting ready for an all-out war," Finally, Max pulled a roll of tightly wrapped twenty-dollar bills out of his pocket, counting his money quickly in his head, "The military obviously wants alien assets of their own; super-human assets that they can control and-" he stopped himself half way through looking up from his money with a half-smile, realizing he should focus on the positive, "Ya know what? Try not to think about that, who wants a Slurpee? I'm going in to get snacks and dinner."

"We're eating at a gas station?" Gwen raised her brow glancing out the window at the building.

Max sighed regretfully, "I promise once we're further from New York we'll be able to stop at normal restaurants but, for tonight this will have to do."

Ben folded his arms uninterested in eating, closing his eyes as he felt Gwen turn her gaze to him, he stayed focused on the topic at hand, "Our main objective should be stopping the Knights, if they pushed the Government to make a tough call, stopping them could be the key to getting our lives back," he tried to remain serious but, Max gave him a familiar stern look, shaking the bills in his hand at the boy, Ben caved finally when he muttered, "Fine, cherry Slurpee…"

"And you Gwen?" Grandpa asked with a lighter tone.

She rolled her eyes with a half-smile, brushing the hair behind her ear faintly, "I'm good, it's already cold enough as it is… I'm confused though, if the Plumbers were a military operation doesn't that mean Mount Rushmore should be blacklisted too?"

Max exhaled and rubbed the back of his neck, looking out at the spinning wieners on a cart in the gas station window, turning under a heat lamp slowly, "The Plumbers were never officially put on paper so the military wont be able to track us down in time for an intercept…"

"Well, that's reassuring," She responded.

"But, we need to keep an eye out for the Forever Knights, after Ben's stunt last night they'll be quicker to retaliate and they'll hit harder this time," Max explained as he tried to keep his composure, "Like I said, there will be plenty of time to worry about this stuff after we're in the clear… for now you two need food in your stomachs, I'll head in and grab some groceries. Shouldn't take too long," He opened the door and felt the brisk air hit his face but, he had a high tolerance for the cold, so he didn't bother to grab a jacket.

"Wait, Grandpa…" Ben spoke up after being uncharacteristically quiet for the last several minutes, "Does the name George mean anything to you, Forever Knight wise…?"

"I don't think so… why?" He responded.

Ben looked down in disappointment, "It was a name that kept getting mentioned as the boss of that guy I was tailing before… whatever, I kept hearing them call him old and George over and over with their lame accents."

Max rubbed his chin, "Well, it's a start, we can do more research after we eat something," he gave them both a warm smile before stepping out and shutting the door behind him as a chill ran down Gwen's back, visibly rubbing her arms.

"Remember that day where the air-conditioning broke in July of that summer…? I would kill for a hot day after the winter we've had," she chuckled still wearing the wind-breaker Ben had given her as she looked up at him, catching him staring at her.

He nodded with a smile, looking over at the refrigerator he remembered sticking his head in the freezer just to cool down, "I remember that, that's when we finally realized the Rustbucket wasn't such a piece of junk after all…" he followed his words up by standing up nonchalantly, rounding the table, and sitting down next to her, their shoulders grazing one another, "It's got character," he said in a mocking tone of his Grandfather causing Gwen to giggle again.

They met eyes for just a second before they both felt the heat rising in their cheeks, turning away too quickly with a short chuckle, "Did I ever tell you about what Grandpa and I did on the second summer vacation we went on when we were eleven? The one you went to that lame nerd camp for…"

Gwen giggled and nearly shoved him off the seat, "It was a scientific educational seminar!" she shouted, "But… yea, what about it?"

"I've been meaning to mention, I didn't take two years of self-defense classes…" Ben chuckled, slightly embarrassed as she noticed the heat under his cheeks again staring down at the small table, "Grandpa called Tetrax, he came back to Earth and we spent three months and some change training in the woods near our first camp-sight."

Gwen leaned her head into his shoulder instinctively but, also in a more playful manner, staring out at the empty seat across from them, "Yea, I figured something like that happened but, I wasn't sure; I'm glad you were honest with me though."

Ben scoffed turning his nose away, "I just wanted you to know that I'm not just some amateur anymore, alien or no aliens, last night was a fluke… I underestimated him, that's all."

She raised her brow, giving a light giggle before turning her head to look up at him from his shoulder; reaching her hand out and gliding it across his chest over his shirt where she knew was now a long thin welt representing a scar, "Just a fluke, huh? I bet I could still kick your butt, magic or no magic; just like when we were ten."

He felt her touch over his shirt and slowly felt a chill run down his spine as he got goosebumps from her caress, "Y-Yea?" he stuttered as he swatted her away playfully, pushing on her shoulder to sit her up, "Well, personally I don't think that's the case anymore; I mean sure, magic against aliens is pretty cool but, it might be even more interesting to fight you without either."

"You think three months with Tetrax is going to level you with four years of martial arts? I'm getting my black belt pretty soon, Ben," Gwen responded as she leaned back against the glass window, facing her doofus as he stared back at her with partially crimson cheeks though she couldn't imagine hers were any lighter.

Ben looked away for a moment as if he was remembering the months he spent on the alien ship, doing training programs and running through scenario after scenario, the next one never the same as the last; fighting alongside the Petrosapien in dozens of simulated battle sequences, "It was different, he has advanced hard-light hologram stuff, remember? I spent months 'traveling' to the tops of mountains, heated deserts, frozen tundra's… it all looked and felt real," he trained not just to better his understanding of the aliens within his Omnitrix but, to defend himself without it as well running through intense hand to hand combat simulations time and time again, "As nice as he can be, Tetrax is a really strict teacher… my point is that it definitely wasn't your average training regimen."

Gwen gave a sinister smirk, "I see," her lips curving into a smile, "Is that a challenge?" leaning forward, she saw him get visibly flustered by her proximity but, she didn't expect him to end up smiling and leaning in closer to her.

"Maybe. It. Is." He responded bluntly, "What're you going to do about it?"

"I'll just pin you to these nasty carpets… also like when were ten," laughing at her own joke, Ben watched that contagious laugh as her smile just lit up the room she was in for him, nothing else compared.

Ben stood up quickly without breaking eye contact, leaving his hand out for her to take as she blinked at it for a moment, "Let's take this outside," he said with a mocking tone, "Seriously though, it's been a while since we sparred and I've never fought you for real."

"Oh!" Gwen said sarcastically shocked, holding a hand to her chest, "You've never fought me for real…" she took his hand gently while still mocking him, "What-ever am I going to do?"

He pulled her off her rear and onto her feet, leading her quickly out the door as they jogged around the Rustbucket, using it as cover from anyone in the gas station as the only thing on the opposing side was a vast wilderness covered partially by snow; she immediately felt the cold air hitting her face and knew her lips could get chapped if she was out here too long, "Ben, I'm freezing! You don't have to take it that seriously!" She screamed at him in a whisper as she watched her breath billow out in front of her like steam.

"Come on, it'll be fun!" He let go of her hand as they were now totally alone and shivering in the winter air, or at least one of them was; "You just need to warm up…" Ben put his hands up, shifting his stance as he didn't seem very much bothered by the cold at all, in fact he never seemed bothered by it.

"How are you not cold?" Gwen asked as she shifted her fighting stance, stretching her arms a bit as she figured this was happening whether she wanted it or not, "Seriously, I have a jacket and jeans on and I'm still freezing!"

Ben smiled when he saw her shift into a lazy fighting stance, still shivering slightly but, he could tell she was at least prepared for a light spar, "Like I said, I spent months doing environmental simulations!" using the last syllable as a signal, he swung his back leg at her face for a roundhouse kick but, she yelped and ducked under it with expert reflexes, "Plus, two or three winters spending my nights going hero and training my ass off," he moved so fast his breath didn't have time to dissipate before he swung forward with his fist.

Gwen backed up just barely avoiding a right hook to the jaw, "Ben! You almost hit me!" she looked up and saw a fire in his eyes but, also a passionate smile as his cheeks and nose were bright red, he looked like he was having fun for the first time in who knows how long. It was something else though, her heartbeat started thumping in her chest as the adrenaline of nearly getting her head taken off twice started to fuel her.

"So? Almost hit me back!" Gwen didn't take time to hesitate after he said this, moving in for a quick jab which he bobbed to the left to avoid at the last second, "Please don't tell me that was the best you could-" he was interrupted when he failed to properly counter her follow up left-cross that caught him across the face.

"Oh, shit, sorry!" She lowered her hands a bit, feeling the impact on her knuckles, approaching a bit with concern as he chuckled, wiping the tiny amount of blood from his lip, she'd never seen his smile so wide. Ben didn't hesitate to fire back, quickly jabbing at her face in rapid succession, each one weaved through or blocked with her forearm as they both moved to swing-kick each other at the same time, their legs swung over each other as they perfectly managed to avoid contact without missing a step.

Gwen followed up with a swing of her right arm which Ben used both of his forearms to block, backing her up with a light side-kick to her abdomen; his feet moved as though they were on fire but, intricately like he'd memorized the steps to a thousand dances and was just shuffling through them, he didn't waste a second to plant his kicking leg and follow up with a swing of his opposing foot. She was still the more experienced fighter of the two, deflecting the kick with her hand as her body began to heat up even more, possibly in ways she didn't fully understand.

Their breaths had managed to almost screen the area in steam but, it was their body heat and the close proximity that made things that much more interesting for them. She stepped forward, advancing into the offensive for the first real time as she sent two or three cross punches, which were promptly deflected by his palms and forearms, before feinting a kick and landing a strike to his solar-plexus. Or at least she thought she did, only for Ben to have caught her hand, tossing it aside in favor of him palm striking her in the chest during the half second that she was open. Gwen skated back on her feet for a second but, kept her balance and maintained a proper stance, she shifted though into a different fighting style, one with more focus on her upper body.

"Muay Thai? Interesting…" Ben remarked as he jumped in place ever-so slightly.

Gwen raised her brow, keeping her stance firm, "How did you-"

"I told you I wasn't an amateur anymore, stop trying to hit me and hit me!" Ben nearly shouted as he jumped at her, nearly six feet into the air, managing to land three kicks to her defensive forearms while in mid air before landing at her feet, attempting to sweep her feet out from under her but, she jumped at just the right time to avoid it as they both returned to a standing defensive position.

Gwen didn't hold back this time as when Ben kicked her in her side she quickly caught his leg by wrapping her arm around it but, he was brutal as he tried landing strikes to her exposed face not expecting her to block with her forearm until she got the chance to parry his arm and grab him by the waist of his jeans. She pushed him up a foot or two in the air, letting go of his leg and slamming him up against the Rustbucket thankfully managing to avoid leaving a dent but, they paused as she quickly rushed in grabbing his shirt and pulling him close with her fist just a few inches from his face.

"I win!" She shouted aggressively, unclenching her fist, and pushing him up against the cold, metal van by the collar of his shirt and pinning him with her hand blocking his exit and giving her a second to catch her breath. It was seconds before she realized what position they were in, his back pinned and their faces inches apart; close enough to see his lips almost glistening in the setting suns light, their breaths warm enough to feel them across their cheeks as they both turned bright red and averted their gaze.

Ben gulped, "Yea… you do…" he could have kept fighting but, he didn't want to; he could handle the cold but, it didn't mean he liked it. He was still only in a black tee-shirt and cargo pants after all, he wasn't exactly dressed for the weather; they didn't back away from each other though, in fact it was like suddenly their faces were magnets and they couldn't keep the attraction away. Their eyes finally met, against their better judgement, as the moment they met with a powerful emerald gaze, it was like the rest of the world around them was gone and it was just them two. Their eyes slowly began to close as lips drew closer to one another until they heard footsteps approach from the parking lot and the door to the RV on the other side of the Rustbucket open, "Ben? Gwen? They had pizza rolls!" Max shouted from inside, noticing the vehicle was empty.

They quickly separated, looking away as neither were certain of what to think of what just happened, neither was even sure of what had just happened at all, an instinct? An urge? They couldn't be sure as they wiped the small trickle of blood and dirt off themselves; Gwen noticed a blood stain on Ben's lower lip and quickly used her thumb, which she licked, to wipe it away as she looked into his eyes and smiled warmly.

He returned the gesture, giving her a heated smile of his own before looking up at the window, "W-We're out here, Grandpa, just getting some fresh air!" he shouted as they quickly laughed and rounded the vehicle, ready for junk food and a long drive through the night.

1 Hour Later

Max drove on the interstate, or rather, he sat at the driver's seat as the highly advanced computer software in his wheel and dashboard took automatic control with more accuracy and precision than any average person could possibly achieve. It was more efficient than the sixty-four-year-old could ever hope to accomplish so, he made sure to let it do most of the work for the sixteen-hour long trip they were on course for. He would have used his more advanced accelerator to speed through traffic but, doing so would only draw attention that he couldn't afford.

Ben sat at the booth with Gwen; Max couldn't help but notice how flustered they had been when they entered the Rustbucket after 'getting some air' as Ben kept putting it, it wasn't totally odd as it seemed like they might've gotten into a bit of an argument he assumed by their heavy breaths and tattered clothing. The strange thing was that when he looked into his mirror to see them in his rear-view, he watched them share the same Slurpee from the gas station with two straws and it didn't seem to bother either of them in the slightest as they made conversation. He even saw Gwen giggling at one point at something he'd said.

He couldn't tell exactly what was going on just yet but, whatever it was he didn't have any room to judge; he might've already known, if he hadn't spent the last three years avoiding them both for their own good, and look where it got him? On the run and hoping for a miracle, as he stared at the passing asphalt and watched the accurate system change lanes, he couldn't help but feel responsible for every horrible thing they'd gone through up until now. They should be dealing with high school crushes and mid-term exams not, the Government hunting them down as enemies of the state. Max was shaken from his self-loathing when Ben spoke up from the back, tossing a pizza roll into his mouth as he spoke, "So, what's at Mount Rushmore exactly that's going to help us out so much?" he licked his fingers clean of bread-crumbs and pasta sauce as he finished his question.

Max turned his seat around to face them as they realized he wasn't driving anymore, sometimes they forgot just how advanced the Rustbucket was underneath the dated décor and lack of luxury amenities.

"Other than a roof over our head and a security system built ten times as powerful as the most secure Military facilities on Earth?" Max started with a slow chuckle, "We need gear to track down the Forever Knights base of operations and shut it down…" he wanted to tell them about the impending parasitic takeover but, it was a tough subject to keep light hearted, and the last thing he wanted to do was scare them with something that was possibly years away, "There's something else, the Knights were prepared to purchase a new weapon they called a Xenocite, capable of taking over and mutating the bodies of others… they look like octopuses with exposed brains and a single eye, avoid them at all costs."

Ben and Gwen gave one another a glance as they both reached for a pizza roll at the same time, noticing their hands brush against each other but, doing their best to ignore it in front of Grandpa, "Parasitic what-now?" Ben nearly choked.

"Like I said, its just something to keep in mind… when fighting the Forever Knights," Max left it at that as he lanced back at the road before returning his attention to his grandchildren, "You two seem to be getting along pretty well, I know I haven't been around lately but, I'm glad that you two stayed connected…"

"We've only really been talking for five or six months, before that we hadn't even seen each other in forever," Gwen corrected him before giving Ben a glance, "Doofus doesn't seem to know the concept of texting or emails, maybe pick up the phone and call…" she smiled as she remarked sarcastically.

"I had things to do!"

"My life was busy too, I still made time for family," Gwen said back.

Max interrupted, "I'm sure you've both been very busy; recreating magic in secret, playing hero in Bellwood," they both looked away slightly ashamed at the tone he used, "And most recently becoming a vigilante duo in multiple cities…"

Ben nearly stood up from the booth as he turned around, "You don't get to do that, you don't get to judge us when I haven't spent more than an hour with you since I was eleven!" He looked into Max's eyes who simply sighed and leaned his head back.

"Obviously we both see that our different lives have been a bit more complex than either realized," Max responded with an understanding tone, he shook his head and sighed again, "I'm not disappointed, I just wish either of us could have predicted this before I made a deal with my superiors. I thought I could have my connections in the Government shield you but, instead they only made you targets…"

"Grandpa," Gwen started with a saddened tone, "We know you've been Plumbing again, and its obvious now that you were doing something you felt was important… just like us," even though Ben was ready to rip him a new one, she saw a different fire in his eyes this time, the same fire she saw in October when he fought Deka, the same one she saw one he spoke about his concern for her yesterday; she reached out and put a hand on his shoulder, instantly calming him down as she noticed his reaction, it was like she could calm that fire with just her presence, "If we're going to trust each other as a team again, we need full transparency, on both sides, right Ben?"

Ben took a breath and sat down, Max watched as Gwen's hand slid down his arm to his hand and held it there, "Right…" he wasn't sure what to make of this but, again, he didn't care what it was so long as they were safe and generally happy.

If they were getting so close, maybe it was something he could exploit to keep two fourteen-year-olds calm in such a dangerous situation as the nerves were obviously beginning to get to them, or at least Ben. Max cut through the few minutes of silence by standing up, approaching the cabinets in front of the booth, juxtaposed to the ones he kept their food in.

"I bet you two will love this," they realized that the cabinet he was reaching for was above a counter that used to have a large TV on it but, it was gone, "I may have taken a turn too sharply and the old television broke so I opted for an upgrade instead of a replacement…" he slid the cabinet open revealing a thirty-inch flat screen imbedded into the wall with a cubby for the remote which Max pulled out.

"I bought popcorn so you guys could have a sort of movie night while we drive," Max handed Ben the remote which he took with a smile as they both gawked at the first upgrade the Rustbucket had gotten in twenty-years that wasn't military or alien tech, "Even character can use some improvements every now and then I figured, since those new smartphones are starting to come out I should get with the times."

"Right on, Grandpa…" Gwen announced as she lightly shoved Ben's shoulder, prompting him to speak up.

He rubbed the back of his neck sheepishly as he looked over the remote, "Thanks, Grandpa," his voice was sincere and Max smiled at their responses; he popped a packet of buttery-corn into the microwave as Ben switched places to sit on the side of Gwen's booth watching them talk as they flipped through channels.

Before he knew it, he was back in the driver's seat keeping a relative eye on the road as they were watching a movie in the dark, he glanced over and noticed them both asleep but, like nothing he was ever used to. Ben and Gwen were tucked under a blanket with him leaning against the glass and her head tucked on his shoulder, an arm over his chest. He dated an alien lizard-woman from a different Solar System, had a mud-puppy for a grandniece-in-law, a powerful sorceress for a late-wife… nothing about his life was normal and if this was one of those abnormal things…? That was simply fine by him, if his decades traveling the stars told him anything, it was that love came in many different forms, he understood even if he knew nobody else would, he could protect them like he always had. So long as they were happy.

Ben woke up to the credits of the movie scrolling down the screen as he'd missed most of it but, he felt a light hand on his rising and falling chest, a leg curled up around him, and a very comfortable red pillow on his shoulder; he moved his shoulder stirring Gwen awake but, she just yawned in the cutest way possible with a little squeak and snuggled closer to him. He chuckled as he heard a light snoring coming from the front seat, meaning Grandpa had already fallen asleep giving him the opportunity to move. He grabbed her by the upper-back and reached a hand under her knees, picking her up as he stood from the booth, approaching the bunks in the back.

It was impossible for her to feel more comfortable than she already was with his heartbeat rhythmically keeping her asleep until he laid her down on the bottom bunk, tucking her in with a blanket. He brushed his finger across her forehead, getting some her hair out of her face as he couldn't help but smile, leaning down to place a kiss on her forehead. Her cheeks heated up and a smile curved uncontrollably around her lips,

He stood up and made his way to put the bowl of popcorn in the sink and turn off the new TV which he was still amazed by, part of him thought Grandpa would never upgrade anything in the Rustbucket unless he had to. Turning off the lights, all aside from the ones coming from the dashboard, they realized once they were in silence that the radio was playing faintly in the background.

He approached the bunk and grabbed hold of the ladder leading to his bunk up top when he felt a grip on his ankle, a dainty hand he was all too familiar with, "What's wrong?" he whispered through the bars at her.

"Where are you going?" Gwen whispered with her eyes fluttering open, adjusting to her surroundings, and looking up at him.

Ben chuckled, "To my bunk, I'll be right-"

She closed her eyes and shook her head, lifting her blanket and shifting her weight, gesturing for him to join her; "We shouldn't be so bold with Grandpa right there…"

Gwen gave him her famous pouty eyes and even in the cascaded shadows and darkness, the emerald eyes that almost glowed in the small amounts of moon-light were almost mesmerizing as he couldn't help but laugh back at her, "Fine," he lowered himself and sat on the bunk, lying next to her and staring up as he didn't really know how to sleep with a girl, or any other person for that matter.

It was clear just being next to her was enough as she instinctively wrapped her leg around his, placing her arm across his chest and slowly playing with the collar of his shirt; her head leaned into his chest and she slowly fell asleep. It was remarkably cute, at least it was for him, a totally different feeling than the intensity he felt behind the Rustbucket but, clearly something incredibly special if it just kept getting better this way. He was lulled to sleep for the night as the radio hummed a tune he couldn't quite make out, some late-night jazz channel maybe… the feeling of her hair caressing his neck was enough to put him down entirely.

Sioux Falls, Iowa; January 19th, 2010; 9:32AM

Waking to the sound of sizzling oil on a frying pan and the smell of salty eggs, Ben's eyes fluttered open and he glanced out noticing that he was alone in the bottom bunk, trying to remember if the amazing nights sleep he just had with Gwen was just a dream or if it really happened; he turned his head as he sat up noticing Max making regular eggs and bacon on the stove but, Gwen was nowhere to be found, "D-Did you stop at a grocery store?"

"That and a few other stores; can't survive on slurpes and pizza rolls, can we?" Grandpa responded as he pushed the eggs around in the frying pan, adding salt and pepper as he did, "Gwen is in the shower and you should jump in after her, I'm going to be taking the wheel since we'll be hitting Mount Rushmore in just a few hours."

It was odd having a highly advanced alien technology driving perfectly while the driver relaxed and made eggs without a care in the world, all the while driving at nearly eighty miles-per-hour. Ben stretched his arms upwards and felt his spine crack as his back wound had finally healed enough to stretch properly, "I bet that Forever Knight did a number on you…" Max spoke up as he took the eggs off the stove and put them on a plate, covering them and sticking them in the microwave to stay warm.

"You can say that again," Ben stood and took his shirt off, taking a step forward, "I don't know who he was but, he nearly killed Fourarms…"

"And I'm guessing the Omnitrix takes less of the blows for you every time you use it, doesn't it?" Max said as he prepped the bacon on the stove and turned the heat back up.

"Every transformation I use takes a toll, however small it is; I can see why the future me was so down all the time," Ben looked down at his shirt, sniffing it as it started to smell of sweat and use, "Have anything I can wear?"

"Well… I figured that might be a problem so I went out of my way to pick up some white and black tees," Max pointed to a few grocery bags underneath the booth table, "I didn't know what else to get you but, there's definitely a washing machine at the base." He couldn't help but look at his grandsons back as the nearly three-inch thick, ten-inch long slash wound was brutally large, the fact that he was strong enough to take it at all was proof enough that he was growing up faster than he realized, faster than any fourteen year old should have to.

Ben grabbed the bag and tore open the plastic, taking out another black shirt practically identical to the one he was already wearing, smelling it just for the fabric softener he knew they were sold with, "What about for Gwen?"

"She was already awake by then, she picked out her own clothes," Just as he said this and before he could put the shirt on, the bathroom door swung open, and Gwen stepped out in similar jeans with a few designer tears in them and a light blue low-cut blouse. He watched her wet hair dance as she shook it out of a towel and started drying it, they simply blinked at each other him being shirtless and her just… glowing. He loved the way her bangs fell in front of her eyes when she didn't have a clip in it and she loved the way he looked without his shirt on, it was Grandpa clearing his throat that caused them both to shake their stares off and continue about their business.

"M-Morning, doofus…" She walked by him as inconspicuously as possible even though she couldn't hide the red on her cheeks, as Ben just turned his nose and walked into the bathroom, it reminded him so much of when he first met Verdona, before the Air Force, the Plumbers, and all of the weirdness that came with it; just raw, innocent, young love. They certainly were at an appropriate age to explore those feelings, so he didn't mind it so long as kept his eye on them. He wasn't sure what his Son and in-laws would think but, they were above average kids, they were smart kids, they knew what they were doing, and he trusted that about them.

Three Hours Later

Max was back up front, sitting at the driver's seat as they were only an hour or two away from Mount Rushmore now, they were on a long road secluded by wilderness in every direction accept ahead; he wanted to least keep his eyes on the road for his own peace of mind even if the longer he did the more he realized the vehicle was better at driving itself than he was.

Gwen sat in the booth, reading through her notebook which detailed the majority of her personal spells and incantations which she liked to memorize but, she wasn't really reading as she kept rereading the same sentence absent mindedly thinking of the person on the other end of the mobile home. She glanced over her book and noticed his shadow behind the partly pulled curtains sitting on the bottom bunk and crossing his legs, he was oddly still for a long period of time as she tried to continue reading. It didn't help though, she didn't want to be reading, she wanted to go talk to him, just to hear his voice would be a relief. She also didn't want to over do it, that might bug him… right? They'd already cuddled enough anyways… but was it bad that she wanted to just lay with him forever? She looked back at her book and tried to read but ended up glancing back at the driver, who had his eyes mostly on the road and his phone as he tracked coordinates to the Rushmore base. Gwen shook her head and closed her book, setting it down as she stood up and rounded the table, walking over towards the bunks and peaking in.

"Hey," Ben announced without opening his eyes, "What's up?" he asked with a calm smile on his face, he was sitting nonchalantly in a cross-legged position, almost as if he were… meditating? But doofuses don't meditate, and he had to still be one because if he started to get any less dweebish and any more appealing, she might start to think these feeling could be real.

"What're you… taking a nap?" Gwen asked as he shifted himself over on the white sheets and patted the spot next to him gently, opening his eyes and looking up at her for the first time; she couldn't help but take the gesture when she say his eyes sitting down on the bunk next to him, crossing her legs as he did.

Ben took a deep breath in and let it out slowly, "I was just resting my eyes… and thinking…"

"I knew it, you were meditating!" Gwen smiled, punching his arm as he rubbed the back of his neck sheepishly, "That's really Zen of you, is there something specific you're meditating on?"

Ben thought of telling her that he was trying to imagine different ways he could tell his parents about his feelings, how his friends and extended family might react to this kind of development; his aunt and uncle would probably blame him somehow, and it would start a war amongst their family, it was truly a difficult problem to weigh him down, "N-No… I just…" he closed the curtain completely and put a hand down on hers still flat on the bunk, "I guess I was thinking… just about…"

"Whatever it is… you can tell me," she squeezed his hand and looked up into his eyes, as two pairs of emeralds shun brightly at one another.

He uncrossed his feet and turned away but, Gwen didn't let him pull away his hand as she tugged it toward her, giving him a stern look, "Fine, I was thinking about what I'd tell my parents about you or us, how they would react… they might not let us see each other anymore," he took another breath and sighed, "But, as much as that kills me inside; Tetrax taught me to control my emotions… if I cried over that, how would I react on the field of battle?" He quoted the Petrosapien verbatim for that last part as it was something he constantly told the eleven year old during training.

Gwen was surprised at the complex emotions rattling around in his head but, she only really caught one part of that sentence as she smiled, "Awe, you would cry over little old me?" trying to cheer him up, she fell back into his lap as her hair splayed across his pants.

Ben chuckled, looking down at her, noticing the giggle she was fighting off, he reached out and brushed his scarred knuckles against her cheek which suddenly caused her to turn red; the giggle dissipated quickly as the sensation of his caress almost gave her goosebumps and his smile seemed dreamy, "Of course I'd cry, I don't know what I'd do without you at this point."

She couldn't hold back her smile even if she tried covering it with her hands for a few seconds, "What?" he said as she stared up at him practically gleaming. Gwen sat up quickly and grabbed his shoulder, and pulled him in as she planted a sweet kiss on his cheek, leaving him stunned and blushing when she spoke into his ear smoothly, "My hero…" her breath gave him goosebumps again as it passed over his ear followed by her signature giggle, which he couldn't get enough of lately.

Ben was going to say something else but, suddenly; the Rustbucket came to an aggressive stop; Ben and Gwen fell off the bunk as he managed to get underneath her in midair to cushion her landing, "Are you okay?!" Ben shouted up at her as Gwen nodded down to him, she stood and grabbed his hand, helping him up, "Grandpa!?"

Max already had his hand in the center console, waiting as a mechanized pistol slowly loaded itself for him to grab as he stood from the driver's seat, cocking back his weapon to shoot on sight, "Forever Knights!" he shouted as Ben didn't see them until he took a few steps forwards and noticed the armored warrior that had taken him down just two nights prior standing in their path.

"Not just any Knight!" Ben shouted as he looked at Gwen, who nodded back at him in understanding immediately jogging over to the cabinet where she pulled out her shoebox of magical items and within it, her new Kevlar-Sleeve. He was surprised that she'd somehow managed to have time in the last twenty-four hours to finish sowing her Charms into the gift he'd gotten her for Christmas, "Finally!" he announced with a coy smile.

Gwen smirked as she slid it over her arm, feeling the power surge through her as both hands and eyes turned bright blue, glowing with intense cackling energy; she tightened the sleeve over her fist toward him, "Fit's like a dream, Ben."

He popped the dial on the Omnitrix without even looking, surprising Max who hadn't realized how far they'd come, Ben looked out the window at the lesser Knights coming from either side of the secluded interstate before turning his attention to the watch.

Turning the dial a few times, he slapped it down and exploded with an emerald shine of gene-altering energy; XLR8 appeared from the glow as he slid his visor down, "I'll cover you guys, let's go," faster than sound, he rushed out of the Rustbucket and into the fray when they heard shouting and the sounds of energy blades humming, they followed him out.

Three Knights on either side of the Rustbucket and the more powerful Forever Knight standing nonchalantly in the middle of the street blocking their path; Max and Gwen approached as the black and blue blur that circled the battle field kept the assailants occupied enough for them to engage.

Gwen didn't hesitate to force push one of the armored men back into a tree with her telekinetic prowess, hitting it with his back and landing on one knee but, not going down; she ducked under an energy sword swinging over her as she then back flipped out of the way of the next consecutive swing, it gave her enough room to lift him off his feet and send him screaming over her head. Hitting his comrade who she knew was coming up behind her, both tumbling into the dirt with loud armored clattering; the third one was more cautious with his approach as he held his blade at the ready.

Max slipped away as Gwen engaged successfully with the three in front of them, hearing the metal armor clanking on the other side of the vehicle, they approached as he held his pistol at the ready and slid behind his Rustbucket. Slowly he turned the corner finding two of the three tied to a tree with their own energy weapons, while sort of relieved, he was surprised at how professionally his Grandkids were handling the goons. The last of the three Knights was hit with a punch at mach four, far too fast for Max to see, when XLR8 sped through, sending him off the ground and over the tree line, landing somewhere in the forest hundreds of feet away.

One of the Knights threw an armored jab at Gwen's face but, with her Keystone active, his fastest movements were in slow motion from her perspective; catching his fist in the palm of her hand, she crushed the armor with her bare hands and tossed the man twice her size over her shoulder. He landed on his back as she dislocated his shoulder with a single snap; her eyes flared up again as the two behind her were starting to stand up but, before they could she swung her hand to the side sending a telekinetic wave that swept them off their feet and into the dense forestry.

XLR8 made a controlled stop in front of the Rustbucket staring out at the Knight who'd nearly taken his life from underneath his visor, "You here for round two? I won't be going easy on you this time," his fanged lisp and raspy voice was pretty intimidating for most but, the Knight was unphased.

"I will admit, it has been many decades since I had a foe as interesting as you…" The Knight's voice was modified, a deeper monotone but, with a slight Japanese accent, which was odd for a Medieval Knight.

Gwen and Max approached from either side of the Rustbucket as they watched XLR8 tap his Omnitrix symbol on his shoulder with his claw as it lit up bright green for a second before exploding with a flash of light, turning him into Diamondhead, "This time I know what your game is!" his deeper voice bellowed.

Gwen looked over the Knight and he was like nothing she'd ever seen either, his armor was gleaming silver with crimson glowing trim that ran across and looked to power his suit; the faceplate was shaped like a shield and sword on the helmet as well as the infamous infinity symbol on his chest also glowing bright red. Ben was right in assuming he was funded by someone higher up than the Forever King.

Max held his pistol at eye level, keeping the armored man in his sight-line, he was surprised that Ben managed to unlock the command combinations for his Omnitrix, both of them had come so far since he lost saw them fight like this; Gwen got into a fighting stance next to Diamondhead with both of her hands burning with a blue aura, "Who sent you!?" Max asked the only logical question he could think of.

"Old George needs Ben Tennyson out of the way for the coming war," His deep, modified voice would have been intimidating to anyone else but, these weren't ordinary children, "There is no escaping your fate…" instead of pulling out the weapon that Ben was expecting, he manifested an energy sword between his hands, taking a hold of it.

Diamondhead scoffed as both of his arms slowly shifted into long curved blades, getting into a stance that Tetrax had taught him for this specific transformation; his back leg planted and both pointed arms facing his opponent, to know a Petrosapien martial art made him by far the alien Ben had the most skill and experience with.

Surprisingly, Gwen was the first to make a move during their standoff, "Merchucus Verditis!" her glowing blue aura around her hands and eyes were magnified with streams of energy pouring out of them, a humming sound echoed around them as within a second or two, she thrusted her palms forwards sending out a bolt of blue mystical electricity.

It wasn't a difficult blast to intercept as the crimson sword cut through her lightning and dispersed the spell with one swing, however; the point was to give Diamondhead the opening he needed to come in swinging, he dropped both of his razor-sharp forearms down on the Knight who used a horizontal guard to block both at the same time. His weight and immense strength pushed him back on his feet, Diamondhead landed and immediately swung upwards to impale his head. The countering slash was so fast, even his alien senses couldn't detect it but, the Knight used the energy-sword to shatter one of his crystal-arm blades; he then did a back flip which simultaneously kicked him in the chin sending him to the ground skating on his back.

Max fired his blaster to which the plasma bolt projectiles simply bounced off his armor, and he barely noticed them at that; Gwen used her telekinesis to lift herself into the air, just a few feet as her eyes and hands were shining bright blue, "Nectae Artis Magicus!" her voice echoed just like Verdona's did, she was becoming a full blown sorceress right before his eyes, he couldn't have been more proud of both of them.

Her spell sprouted massive stone shackles from beneath the asphalt wrapping around his arms and legs as Diamondhead came in landing a right hook followed by a left and then a straight punch through the armored chest plate, tearing out the center core of his suit and tossing it. The crimson energy trim around his armor vanished but, it didn't stop him as he tugged on the shackles, nearly tearing them from the ground. Diamondhead slammed his fist into the pavement summoning massive crystals from below the surface around their attacker which only reinforced the trap they'd set up, "You're done!" he shouted at the Knight who struggled in his bonds, slowly cracking the stone and shaking loose from the crystals.

"That won't hold him for very long…" Max announced looking back at the Rustbucket as he tried to think of a plan; Diamondhead, however; didn't hesitate to slap his Omnitrix shifting his alien form in an explosion of light emerging as a Galvanic-Mechamorph.

Gwen floated back down as her aura dissipated; Upgrade pointed at the vehicle and shouted with a deeper voice than they were used to, "Everyone inside, the Rustbucket could use a few tweaks…" he floated off the ground and into the lining of the hood of the car as a liquid, integrating with it as it's every feature was now slowly layered in a black and green circuitry, "Everybody on board!" he shouted as the door swung open for them.

The Knight broke the stone shackles as he began pulling the crystals out of the ground with raw physical strength alone, which was quite the impressive feat without the energy powering his suit; no wonder Fourarms went down so easily.

Upgrade chuckled as he hacked into the weapon systems on the Rustbucket, "Ooo, a level four plasma cannon? I like the sound of that!" from the Rustbucket's hood spawned a three layer barrel cannon with blue electricity cascading within it; the Knight broke free of the crystals charging at them when he unleashed the cannon's blast, shooting a white beam into the Knight's chest which sent him back on his heels. He skated back nearly a hundred feet before being blown onto his back, shattering his chest plate in the process, "We're taking the express route to Mount Rushmore!" Ben shouted as the wheels to the recreational vehicle folded up into it and panels opened revealing thrusters which ignited an emerald propulsion system.

"Ben, don't over do it!" Max shouted as he looked around at his pride and joy being transformed and shifted, in more ways than one; he couldn't imagine what he would have to do if had to replace his home but, he couldn't imagine how he would live if he lost his grandson.

It wasn't long before Upgrade had them floating off the ground as the cannon retracted back under the hood, he took off flying at half the speed of sound toward Mount Rushmore which at five-hundred-feet above ground level was easy to see in the distance, "See? I had it all under control."

Max sat down in the passenger seat for a change, taking a breath as he placed his blaster in his lap, "Well, you both have shown me just how much you've grown since our last time doing… this," he referred to fighting villains and using their super powers with a wide gesture to everything around them, "I'm proud of you both."

"Thanks, Grandpa," Gwen rubbed her sleeve as she approached the driver seat, putting her feet up on the dash knowing full well it was part of Ben, "Hopefully, it'll be smooth sailing from here."

"The Plumbers base will have resources we can use to locate the base of operations for these Forever Knights…" Max added, "Smooth sailing," he repeated as he ran his hands through his thinning head of hair.

It was only a few minutes before Ben realized he was almost out of charge, landing only ten miles away from the secret entrance leading into the base within the monument; Upgrade shifted off of the Rustbucket after touching down as all of his advancements came with him, the mobile home was still completely in tact thankfully. In just a few seconds, the crimson warning alarm sounded before exploding as Ben returned in his human form, opening the door, and stepping into the Rustbucket.

"Do you think the Knight knows about the base?" Ben asked as he rounded the corner and sat in the booth across from Gwen as Max sat back in the driver seat, flipping switches, and adjusting the seat.

Shaking his head, Max responded, "He clearly did, it was a matter of stopping us before we got inside; like I said, it's a fortress…" he shifted gears and hit the accelerator, speeding toward the entrance.

Using the same route that they did the last time they were there, a 'restricted area' sign folded over onto the ground revealing a trail for Max to follow into the forest; coming upon a road, they drove onto a platform which lit up as he reached over and flipped his receiver beneath the dashboard. Said platform descended into the depths of the massive underground base, they watched as the lights cascaded across them as level after level passed their vision.

"Are you alright?" Ben asked as he reached his hand out in the silence, she responded by putting hers down on it, clasping it for a moment.

"Part of me missed this, you know? The excitement and adventure? The mystery?" Gwen looked back at him, staring into his eyes, "I definitely missed fighting real super villains but, I kinda miss my school schedule too, and all of my activities… I'm supposed to be switching into a new school this semester."

Ben took his hand away as he stood up, hearing the platform reach its final level and come to a complete stop, "I promise you that we'll get our lives back, no matter what it takes," he gave her a warm smile as Max drove through the grounds and parked in front of a secure elevator.

She stood up and put a hand on his shoulder, "Thanks, Ben, that means a lot…" they both exited the Rustbucket as Max locked up his mobile home, they approached the elevator only, they noticed a chill run up their backs simultaneously.

"Is it just me or did it get like twenty degrees colder somehow?" Ben asked as even he started to rub his arms when a brisk gust of wind hit him; he wasn't expecting a phantom to rise from below shrouded in blue light and grabbing hold of the Omnitrix on Ben's wrist, lifting him off the ground.

Gwen's charms lit up as did her eyes and hands but, Max took a step forwards, "Magister Trinity? Is that you?" he asked as the phantom uncloaked itself and showed its thick moth-like wings which folded up into a dark-blue hooded robe. Gwen let her energy dissipate as she looked between them and her doofus who was still held in his claws.

"Maxwell Tennyson? Then this is," He looked back to the brunette hanging from his grip and dropped him, landing on his feet, "The legendary Ben Tennyson?"

"In the flesh," Ben dusted himself off when he noticed that his Omnitrix had flashed yellow, the dial spun twice intricately as Ben recognized this as the watch sampling the Plumber's DNA; he popped the dial and twisted it a few times, and there he was, a new alien silhouette amongst the many he had in his growing arsenal.

Max took a few steps forward in between them as he held his hand out letting Trinity shake it slowly, he was a thin, almost anorexic, seven-foot-tall, bug-eyed creature that used its wings as a hooded robe as now Ben wanted to watch his every move for his new transformation, "It's good to see you, this is a high-ranking Plumber agent, a Necrofrigian who stands guard on this base. I called him to let him know we'd be coming."

"Of course," he exhaled a small gust of cold air before nodding and escorting them toward the elevators, "The military has been trying to bend the Plumbers over for too many decades," each breath he took sounded taxed but, he also had a voice that was raspy and weak, "We need to stick together, you can take shelter here for as long as you need. Nobody will know."

"Thank you, I owe you one, Trinity," he patted him on the back as they made their way into the secure elevator which would take them even deeper into the base… as the doors shut in front of him, Ben was standing in the dark elevator when he felt a petite hand wrap its pinky around his and he couldn't help but look down, the shadows hiding his heated cheeks. The only thing he could see was her smile, that beautiful smile he couldn't get enough of but, she never looked at him… staring ahead and tightening her pinky around his.