Okay, so I totally lied. Remember when I said this story would be three chapters? Well yeah, now it's going to be four. Just because I fail at gaging how long stories are going to be. So the next chapter will be the last one!

Oh, and I also lied about my third favorite alien being in this chapter. Actually, my fourth favorite alien will be in this chapter as Ben will be using four different aliens in this fanfic! Oh goodie, I know. (And yeah, Big Chill gets to finish his fight at the beginning as not to short-change the awesome that is Big Chill.)

And well, other than that, enjoy!

Big Chill was having problems of his own trying to avoid the barrage of blasts from the mutated salamanders. He went transparent and flew through a whole group of the energy beams, his target the salamanders’ mouths.

“If I can just get in there!” Big Chill rasped to himself, stretching out his long fingered hand towards the mouth of the beast. In a moment, he had undid his transparency and had reached his hand inside the monster’s mouth. “Where is it?!” he rooted around for the device, and his fingers touched upon it. “Aha!” But just as he went to pull it out, the salamander moved to chomp down. Gasping, Big Chill went transparent again, causing the teeth to sink into nothing but air. The salamander opened its mouth, confused, and Big Chill took his chance, breathing ice onto the creature, freezing it in place. “Gotcha!”

Big Chill ripped the now iced-over device from the creature’s mouth and flew away as the salamander began to writhe just as it had done before. “One down…” he smiled, “Five to go!”

With that, Big Chill swooped down, icing over all of the remaining monsters and subsequently ripping the tiny devices from their mouths. In mere moments, the once huge army of monsters had been reduced to a group of tiny amphibians, crawling on the ground, still a little chilly from Big Chill’s ice attack.

“Still no closer to where those things came from…” Big Chill said, spinning around and flying back towards where Kevin had parked the car. “But Gwen and Kevin should have been here by now.”

Kevin’s car came into view, and Big Chill noticed Kevin standing outside of it, looking off into the distant woods. Swooping down, Big Chill made a graceful landing and transformed seamlessly back into Ben.

Ben frowned at Kevin – he hadn’t turned around when Ben had landed. “Kevin.”

Silence. Kevin didn’t even face Ben. He was still looking off into the woods. “Kevin, where’s Gwen? I told her to come get you at least fifteen minutes ago.”

“She’s not here,” Kevin finally said, his voice shaky. Ben frowned.

“What do you mean?”

“She ran off.”

“Why did she—“

“Here,” Kevin finally turned to face Ben, and then reached into his pocket, and did the unthinkable. He tossed Ben his keys. “Drive it home. I don’t care.”

“B-but I don’t have a license. And nobody drives your car but you.”

“I said I don’t care,” Kevin said, sitting down on the grass and staring off into space. “I’ve totally blown it with Gwen. Forever.”

“Wh-what are you talking about?” Ben asked, walking over to Kevin and looking down at him. “What happened?”

Kevin sighed. “It’s a long story…”

“Too bad I’ve got somewhere else to go,” Ben said sarcastically, sitting down next to Kevin. “What’s going on?”

Gwen was starting to recognize where she was. After running at top speed for at least twenty minutes, she had tired out and had realized that Kevin, much to her dismay, was not chasing after her. She had slowed to a walk, but her tears hadn’t stopped. She was walking down the highway, crying her eyes out, sobbing as she walked slowly down the street.

How could he have done that to her? She was sure he liked her – always looking at her, and protecting her. She remembered how jealous of Morningstar he had been…if he didn’t like her, than he shouldn’t have led her on like that.

Or maybe he had liked her, but after meeting Cassie, he realized Gwen wasn’t much compared to the cheerleader. After all, Gwen thought miserably, who would want to date a book-loving, skinny nerd like her?

Every time Gwen re-imagined the kiss in her mind, she only cried more. She had thought things were going so well between her and Kevin…she was sure he was going to ask her out soon, especially after all the flirting they had done that afternoon. He had almost admitted to having feelings for her…

So why had he kissed Cassie? Maybe had had been planning to double-dip – taking Gwen and Cassie out at the same time. She didn’t think Kevin was like that…she thought he was sweet and considerate (when he wanted to be). Especially when it came to her.

But she had been mistaken about Kevin. About everything.

“Wow.”

Ben sighed out his exclamation as he sat next to Kevin who had just regaled his rather depressing story to Ben. Kevin looked possibly even more sullen than before, and even Ben looked a mite depressed.

The two were silent after Kevin finished, Ben looking for something to say to console his friend.

“I bet it feels awesome,” Kevin finally said, and Ben frowned.

“What does?”

“Not to be me.”

With that, Kevin fell back onto his car, slamming his head against the door and moaning loudly. Ben winced, but tried to get Kevin’s attention anyway.

“Kevin, look, you just gotta explain!” said Ben. “Gwen’ll understand…maybe…okay not really, I mean, you were caught red handed. Or red-lipped.”

“Let’s get one thing absolutely, positively, crystal-clear here Tennyson!” Kevin suddenly exclaimed, grabbing Ben’s collar and pulling him forward until their faces were mere inches apart. “I did not want to kiss that chick! She attacked me!”

“Look, I believe you,” Ben said, putting up his hands in defense. “But…you know…maybe you’re a bit at fault here Kevin.”

For once, Kevin didn’t get angry at Ben or threaten to punch him. He released Ben’s collar and looked up at the sky, brushing his hair back with his hand. “You don’t think I know that already? I totally did flirt with that girl the other night…and…and if I just had the spine to ask Gwen out…”

Ben frowned at his friend as Kevin’s head fell. “Why…why don’t you ask her out?”

“Cause I’m scared that it’ll ruin what we’ve got,” Kevin finally admitted, his chest heaving as though a huge weight had just come off it. “Don’t get me wrong…I really like Gwen. But…but she’s the first girl to ever care about me…I mean, legitimately. With no other agenda or anything.” Kevin looked off, no longer particularly talking to Ben. He was more of rambling to himself. “What if I ask her out and then…we break up? It’ll all be over.”

“That’s not true,” Ben insisted. “And how do you know what’ll happen before you even try?”

“Cause I know I’ll screw it up!” he exclaimed, slamming his fist against the door. Ben recoiled, and Kevin frowned, his brow wrinkling. “…I’m no good Ben. You should know that better than anyone.”

Ben frowned at Kevin, and slowly put his hand on his shoulder. Kevin looked up at Ben, meeting his eyes, and Ben smiled at him. “Yeah. You’re a jerk.”

“Thanks for the pep talk.”

“But,” Ben continued, “you’re a lot more than just a jerk. You’re…you’re my friend.”

Kevin’s eyes widened and he stared at Ben, his mouth slightly open. “…wh-what…did you just say?”

“You’re my friend, man,” Ben said, patting his hand on Kevin’s back. “All this time we’ve spent together – you always give me a hard time, but…but we have a lot of good times too, don’t we?”

“But…”

“Five years ago, you were the coolest kid I’d ever met,” Ben admitted, sitting back against the car and looking into the sky. “No adults, no rules, a risk-taker. But…when I look back on that ‘bad, cool’ kid from all those years ago…I think I see how scared you really were.”

Kevin frowned. “What are you getting at?”

“You’re still scared,” Ben said. “You put on a big, tough-guy image because you’re afraid of letting anyone, especially Gwen, get close. Because if they get close enough, they’ll see everything you don’t want them to.” Ben frowned at his friend. “You’re distant Kevin.”

“I’m not ‘distant’!” Kevin insisted. “I’m around you guys all the time!”

“But you’re never really with us, are you?” Ben asked and Kevin looked away. “You’re always cracking sarcastic jokes, being tough, finding the next alien to beat up.”

“Well, I guess it’s not such a bad thing, to be distant,” Kevin muttered, “after all, Gwen seems to like it.”

“You’re wrong,” Ben said sternly, and Kevin turned to the brunette. “I notice it – when you’re vulnerable, when you’re open, that’s when Gwen smiles at you.”

Kevin’s eyes widened as he thought back on the past few months he had spent with Gwen. Slowly but surely, Kevin realized that Ben was absolutely right.

“Not yet,” he’d slid in front of her, flashing a gentle smile – not a smirk, not a maniacal grin, but an honest-to-God smile. He’d taken in her beautiful eyes staring back at him before he touched her arm ever so gently. She’d want to keep her photos…he knew that. He couldn’t drive off with those too. He wasn’t totally heartless. Especially when it came to her.

“No…I meant you watch out,” he’d whispered as he lay draped over her, out of breath and getting more and woozier by the second. But his expression, sincere and concerned, had drawn her focus to his eyes.

“Oh.”

“Easy…” Gwen murmured as she lifted Kevin up. He was weak, could barely stand on his own, but her warm embrace gave his legs the strength to lift his weight. He stumbled, and her hand wrapped around his chest, supporting him. He stared into her eyes, and she stared back – that longing gaze…that was the first sign of what he hoped and prayed was love.

“Kevin!” he’d heard her cry out to him and his eyes cracked open just in time to see her sprinting towards him. He was weak, totally beaten by the super-powered Morningstar. But when she leaned down and lifted him up, he couldn’t help but smile widely at her – she’d come to him – left Morningstar and come to him. For the first time in his life, someone had chosen him. Chosen Kevin.

“I want you around!” Kevin shouted rather harshly. He couldn’t control his volume or his words – he’d do anything to keep Gwen there with him: shout, kick, scream, kick her Grandma’s sorry butt – anything. But at this honest admission of feelings, even Kevin felt awkward at his own words. “The whole thing’s lame.” He covered, looking away, embarrassed.

A pair of thin arms wrapped around his neck before placing a chaste kiss upon his cheek. Before he’d realized what had happened, she was gone, walking down the roof. He spun around, wanting her to come back – to grant him that same feeling of unbridled joy. “Lame!” he shouted, “Lame! LAAAAMMEE!”

“Pleeease…” Ben muttered as Kevin performed his favorite trick: putting straws up his nose and moving them around using only his nostrils. Ben looked embarrassed, staring off, not wanting to look at Kevin, but Gwen was laughing uproariously, finding the whole thing incredibly funny. Kevin himself had to admit he must have looked pretty stupid – but as long as Gwen was giggling sweetly, who cared?

“Kevin! I can’t believe it! You’re good as new!”

“Well,” he said sweetly as Gwen clutched him around the waist. He really wanted to hug her back, but Ben was staring intently at the two of them, as was the old Professor. “My back still hurts a little,” he said coyly. “If I could just lean on you.”

Gwen looked up at him and smiled.

He really did want to lean on her.

In more ways than one.

“Whenever you were honest, sweet, or even stupid,” Ben reasoned, “Gwen was happy to be around you. She liked you the most when you were honest and open with her…so stop running away. If you really want to be with Gwen, you’re going to have to let her get closer.”

Kevin frowned, and then stood up. “Get in.”

Ben smiled, stood up and slapped Kevin on the back. “Let’s go find Gwen.”

“Darn it, darn it, darn it!!” Chondria shrieked, kicking her control panel, causing it to spark a bit. Mito jumped away from the panel, frightened by his sister’s rage. “BEN TENNYSON! I’LL GET YOU!”

“Ch-Ch-Ch-Chondria!”

“Shut it Mito!” Chondria spun on her brother, her eyes livid. “These stupid salamanders can’t even get rid of one annoying loud-mouthed punk! What good are they?!” she grabbed a glass cage full of salamanders and violently threw it over the edge of her control tower.

Mito gasped and ran towards the edge of the tower. With one swift motion, he jumped off the tower and reached out for the salamanders. Chondria, strangely enough, did not even look slightly worried that her brother had just jumped from a two story high tower.

And she had good reason.

Suddenly, Mito’s back convulsed violently. His shirt made an awful ripping noise as a pair of insect wings sprouted from his back. His arms and legs began to spasm as well, exponentially growing in muscle. He flew down faster as he continued to transform. Soon his arms and legs were ripped with muscle, and his fingers and toes began to connect giving him webbed feet and hands. His pupils dilated as his eyes turned red and his teeth grew sharper.

With his webbed hands, he grabbed the cage of salamanders just as he landed on the ground, feet first. His feet, spread far apart, allowed him to bend down, and, with the agility and hopping ability of a bull-frog, spring up in the air right next to Chondria on the control tower.

Drooling immensely, Mito managed to place the cage of salamanders back on the control panel before his body began to spasm again. Slowly, his wings shrank, as did his arms and legs. His eyes and teeth returned to normal, and soon, Mito fell to his knees, inhaling and exhaling sharply, the only remaining evidence of his transformation the rips in his shirt.

“…I told you not to do that!” Chondria scolded sharply. “Not unless you really need to!”

“Th-they would’ve…they would’ve been killed,” Mito muttered, his voice as drawling and dim as ever. “And they’re just…just little salamanders.”

“Just dumb animals!” Chondria shouted at her brother. “A lot like you!”

“I-I’m…I’m not…”

“Uncle could tell from the beginning that I would be the one to carry his legacy!” Chondria exclaimed, throwing her hands in the air. “You barely had two brain cells to rub together! That’s why you were his guinea pig!”

“Chondria, I…”

“Don’t talk Mito, you’ll just waste air,” Chondria sneered, walking back over to her control panel. “Uncle knew how to really do things – dramatic, drastic! There is no science without risk.” The video screens popped up again and Chondria watched as Ben and Kevin drove off. She switched to various other screens, surveying the area, until her eyes fell on a particular video captured on the highway.

None other than Ben Tennyson’s cousin, Gwen Tennyson, was walking down the highway, her head staring at the ground, her arms crossed. She looked tired and miserable, not to mention cold.

Chondria stared at Gwen. “Yes, Uncle knew how to do things…” Chondria brought up another image on the screen: a portrait of Dr. Animo, sneering. “Uncle, what should I do? I thought my plan was fool-proof! Perfect!”

Chondria frowned at the silent picture, then looked back at Gwen. Suddenly, her eyebrows raised, and she looked back at Mito, who was just standing up. Her eyes then fell to the red Cell Rewriters, and then back to Gwen.

Very slowly, a small smirk began to form on her face.

“Yes…without risk there is no science,” Chondria chuckled evilly. “Mito!”

“Wh-what is it sis?”

“We’re going to need more subjects,” she said smoothly. “Go out and get me one, will you?”

“B-but you’ve got all those salamanders in the cage—“ he pointed to the cage, only to have his hand batted away by Chondria.

“No you moron!” she snapped. “Those are no longer sufficient! I want a specific subject.” She pointed to Gwen on the screen. “I want her.”

“B-b-but she’s a girl—“

“Astute observation, Mito,” Chondria muttered sarcastically.

“I mean, the little red blinkies are only for the sala-sala-salaaamaanders,” he said, trying to think of the name. “You didn’t make them for people!”

“No,” Chondria conceded. “I didn’t. But I’d like to test them to see if they would work on a human.”

“B-but, it might kill her!”

Chondria smirked and laced her fingers together. “Oh Mito…I’m a responsible scientist. You really think I’d let one of my subjects perish without taking full advantage of them?”

“Chondria…”

“Go now Mito!” Chondria ordered, spinning around on her brother. “I’m the leader here, remember?! You follow my orders!”

Mito’s lower limp trembled, but he slowly nodded, agreeing to Chondria’s plan. Slowly, he lumbered down the ladder of the control tower, and Chondria watched him go, an evil smirk decorating her face.

“Toodle-loo brother!” she called after Mito. “Come back home soon, okay?”

“R-right…”

Chondria couldn’t help but laugh as she walked back towards the control panel, her magnified eye wide with madness.

“Man, it’s so cold,” Gwen breathed, watching the cloud of her warm breath waft out in front of her. “I don’t even know how far I am from home…”

“Excuse me?”

Gwen heard a slow and dumb-sounding voice from behind her. She turned to see a boy, a little younger than her, with dirty blonde hair and a very square jaw, looking at her with slightly sad eyes. “Are you Gwen Tennyson?”

“Y-yeah,” Gwen said, stepping back to face him. “Who are you?”

“My name’s Mito,” the boy said sadly. “And…and I’m real sorry about this.”

“What do you--?” Gwen began, but gasped as she saw the boy begin to spasm and writhe. She reached out her hand to the boy, but recoiled a pair of insect wings erupted from his back. His arms, legs, feet, hands, everything began to change and grow, and when the boy looked up from his writing state, Gwen could see his pupils had nearly completely dilated, and he was staring at her with a hungry red glare.

“GRAAAGGGHH!!” the boy spat out, drool spitting all over Gwen. Mito was no longer a human – he resembled an insect-like animal, thirsty for blood. He lunged at Gwen, and Gwen moved to knock him back with an energy blast.

With lightning agility, Gwen shot out a purple blast of energy, sending Mito reeling back. But Mito was quick, flying upwards with his wings and swooping down on Gwen with inhuman agility. She formed a shield, which Mito hit and ricocheted off. ‘AAARRGHHH!” he screamed, and sprinted towards Gwen’s shield. With a firm, muscle-bound punch, Mito broke through the mana shield, and Gwen gasped.

“No way—“ she began, only to have Mito punch her in the stomach. She reeled backwards, but sat up in time to fire another blast at Mito.

Taking almost no time to respond, Mito leapt up twenty feet in the air using his powerful hind legs, and descended upon Gwen with dangerous speed. She tried to form another shield, but all it did was slow down Mito’s rapid descent. He slammed through the shield as though it were tin foil and slammed Gwen into the pavement.

“Uggh…” she murmured, feeling herself losing consciousness. With the last bit of energy she had, she made her finger glow with a small purple blade. Mito began to drag her off, and Gwen made a tiny arrow in the asphalt before blacking out.

“I can’t believe we haven’t found her,” Kevin muttered as he and Ben drove down the highway. “She couldn’t have gotten this far.”

“Maybe she’s still in the forest? Maybe she went back to see you?” Ben suggested, but was cut off as Kevin’s car hit what seemed to be a major pot-hole. “Man!”

Kevin stopped the car. “What the heck was that? I swear to God, if that ruined my undercarriage!” Anger in his eyes, he stepped out of the car to survey the damage. Ben followed him and the two made their way to the back of the car to see whatever Kevin had run over.

Both gasped as the huge crater in the road. “What the--?” Ben’s eyes widened, but Kevin was looking up at the rest of the damage on the road. “Was this a fight?” Ben asked.

“Yeah,” Kevin nodded, kneeling down. “…and Gwen was definitely in the middle of it!”

“How can you tell?”

“Look, an arrow,” he pointed to the arrow Gwen had drawn in the road. “Nothing could make that sharp of an incision except for her magic. And this crater definitely was not here when we drove up. This is new – and Gwen’s trying to tell us where she went!”

“You mean—“

“Someone’s got her,” Kevin murmured, clenching his fist and running towards his car. “C’mon! We gotta go!”

“Umm…dude?”

Kevin looked back to see Ben pointing at his Omnitrix with a blank look on his face. Kevin frowned. “Oh yeah. Forgot.”

Ben smiled at Kevin before slamming his palm down on the Omnitrix faceplate. With a quick DNA manipulation, Ben had transformed into Jetray and had grabbed Kevin’s shoulders with his hind legs. The two lifted off into the air, Jetray using his quick speed to move swiftly through the sky.

“Hey!” Kevin called up to Jetray. “You know what this reminds me of?”

“What?” Jetray asked.

“The first time we met,” Kevin said, and Jetray’s eyes widened as he remembered quite distinctly his day in New York with Kevin. He had been transformed into Stinkfly, and had carried Kevin throughout the sky. Kevin had laughed as his feet grazed the Statue of Liberty, and Stinkly himself had a big smile on his distorted alien face. “Ben?”

“Yeah?”

“You’re all right.”

Jetray smiled at Kevin. “Thanks Kevin.”

He supposed that was Kevin’s way of saying, “You’re my friend too.”

“Any sign of Gwen?” Kevin asked suddenly, his voice darker now in tone. Jetray’s focus returned to the surveillance of the highway.

“None,” Jetray sighed. “But don’t worry! We’ll find her!”

“Ugh…where the heck am I?” Gwen’s eyes cracked open, and she blinked a few times, her head pounding, trying to focus her vision. She looked up to see that she was in what seemed to be a warehouse, and that she was currently shacked to some sort of metal table, her hands completely encased by steel entrapments.

Gwen frowned and tried to conjure up some offensive magic, but it was no use. Her mana simply glowed warmly around her hand, unable to break the strong barriers. She sighed, trying to refocus her energy to make it stronger, but her concentration was broken by a voice.

“Don’t bother…after all, it’ll all be over soon.”

Gwen looked up to see a girl walking towards her. The girl looked strangely familiar, with dirty blonde pale hair that was extremely frizzy. She wore a khaki colored coat and a turtleneck, and on her face was a magnifying glass that only covered one eye. Gwen frowned, trying to remember who this girl reminded her so much of.

“…Who are you?”

“We’ve never met,” the girl said, sneering. “But I think you know my uncle.”

Gwen blinked, and then realized the resemblance. “Dr. Animo! No way! You’re his—“

“Niece, yes,” the girl sighed dreamily. “Chondria Animo, the one and only brilliant niece of the great Dr. Animo!”

“The great psycho,” Gwen corrected sarcastically, and Chondria frowned at her. “I thought he was in jail.”

“He is!” Chondria snapped. “Thank to you, your annoying cousin, and your loud-mouthed Grandfather…” Chondria smiled, “But I suppose Max Tennyson got what was coming to him.”

Gwen’s eyes glowed purple with rage and she felt the power in her hands grow. “Don’t – you – dare – talk about my Grandpa like that!” she shouted, her voice filled with rage. Chondria seemed scared for just a moment, and then shouted behind her.

“Mito! Get me the cell-rewriter!”

From the shadows, the boy that had kidnapped Gwen, Mito, walked slowly forward, frowning and not looking Gwen in the eye. He seemed guilt-ridden as he handed Chondria a tiny red device that Gwen recognized all too well as the devices they had found in the Salamanders’ mouths.

“Wh-what is that thing?” Gwen asked, becoming frightened.

“This is a Cell Rewriter,” Chondria explained, fingering it in her gloved hand. “I invented it myself. It amplifies and modifies the data of the creature it’s put in. By injecting a rewriting, multiplying cell within the saliva, it creates a super-powered, destructive-minded creature.” Chondria smiled down at her device. “To be perfectly honest, I developed it only to work with salamanders. But…” she smiled down at Gwen, an evil glint in her eyes, “there’s no guarantee that it won’t work on humans. And what kind of scientist would I be if I didn’t explore all opportunities?”

Gwen’s eyes widened, and she began to writhe, focusing harder and harder on strengthening her magic. But her panic was getting the better of her as Chondria closed in, grabbing Gwen’s neck and shoving the device into her mouth. Gwen choked as she felt the device clamp onto her cheek. The restraints on her hands and feet loosened, but Gwen could no longer conjure up the magic to attack her captors.

She felt her brain becoming forcibly rewired. Her vision turned red, her skin began to boil, and her muscles seared with pain. She screamed, but her voice was no longer her own – it was harsh, loud and monstrous.

Her muscles began to spasm and grow, and her clothes began slipping slightly at the seams. Her skin turned a crimson color, and her teeth grew sharp and long, golden drool dripping from her mouth. Her eyes turned a hardened gold as well, pupil-less and soulless. Her fingernails grew insanely long and sharp, transforming into claws that looked as if they could pierce steel.

She growled loudly, and found her mind was no longer he own. She wanted nothing more than to destroy. She turned, saw Chondria and Mito, and moved to lash out at them. But Chondria was fast – she slapped Gwen in the back of the neck with an electric stunner, knocking her out long enough for Mito to throw Gwen into a cage much like the one that that had held the salamander monsters.

“Good,” Chondria smirked. “It won’t be long now. How convenient for us to be able to get rid of two annoying birds with one very well crafted stone.”