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Chapter 42 - 5-

Chapter 5: Kevin 11

Two Days Later 

After defeating those Bounty Hunters, the Tennyson family were on there way to New York. The Big Apple. The State that Ben's always wanted to visit, to be able to see the City That Never Sleeps. He always wondered why Spider-Man never left New York. Well he's gonna find out in a few hours. Ben was contemplating on what to do first when he got to New York City. There was abunch of places he wanted to visit till Gwen intrupted his train of thought.

"What are you thinking about so intently?" She asked.

"Just thinking about the City That Never Sleeps." He grinned.

"Excited much?" She grinned.

"Obviously, most of the comic books I read takes place in New York." He grinned excitedly, "Just super stoked to see it with my own eyes, ya'know?"

"I've never seen you so passionate about seeing New York." Gwen replied.

"Well there are a few reasons-" Ben trailed off, he'd wanna see Hell's Kitchen housing the Vilglante DareDevil, see Avengers Tower, See the Legendary Baxter Building that housed the Fantastic Four, and meet a certain cute cat burglar 'Maybe in another universe.' a few reasons why he definitely wanted to go to New York, "Let's just say I have a really weird bucket list."

"I'll say." Gwen chuckled staring out the window.

Ben gazed at the Omnitrix, before Kraab's warning echoed into his head, 'He'll be coming for you.' Ben narrrowed his eyes wondering who he is or what his desires for the Omnitrix were. Ben sighed in annoyance before gazing out the window before taking in the sights of the Brooklyn Bridge.

Ben smiled widely when he saw the large City approaching. He couldn't contain his excitement. Max smiled through his rearview mirror happy to see Ben, this excited. As the trio drew into the City That Never Sleeps, a dark alley in Manhattan was undergoing a certain weapons deal.

A young man who looked to be 16, he had long black hair, Caucasian faired skin, and black eyes. He wore a black shirt with a grey long sleeved shirt, blue jeans, and black shoes. He wore a padlock necklace with the number '11' on it.

The young man was leaning up against a car, '76 challenger, painted green with two black stripes running across it. It has dark gray wheels, two red lights and a key hole on the back, and four white headlights on the front. He had his arms crossed with scowl on his face.

He was getting alitte too angry when a pair of bright headlights blinded his vision. He pushed his hand to his face to cover up some of the light shinning through. The truck engine soon stopped as the pair of men came out the truck. The young man watched as men clad in silver medieval armor filed infront of him.

"Took you long enough." He scoffed.

"Do you have the supplies." The knight in command ignored his remark. He had a gold-colored mask on his face. On this mask is a grey-blue pointed crown, and the rest of his head is covered by a hood. On his chest he wears a burgundy surcoat with the symbol of the Forever Knights and a grey belt. His arms and legs are completely covered by armor.

"Do you have the money?" The young man countered as the knight nodded to his compatriot who stepped up with a brief case.

Said knight opened it up, revealing stacks of currency in bands. The young man smiled as he opened up his trunk to reveal ten cases. The men soon surrounded his car and opened the cases. Inside the cases were small grey and silver blasters.

"Interesting." The knight gazed upon the weapons.

"I believe we've reached a deal here." The young man responded.

"I believe so." He responded as he held up his hand and the guns that were being sold was quickly pointed at him.

"HEY! WHAT DO YOU THINK YOU'RE DOING!" He yelled.

"This is our counter, you go back to whoever gave you these weapons and demand them to make us more." He spoke sinisterly, "Or you can die right here, right now."

The young man glared at him, "You're making a huge mistake." His hand stretched over to his car and once he did, the metal from his car was soon absorbed into his skin. Transforming his arm green.

"I believe you're making the mistake, young Levin. We'll be keeping the guns and the money." He smiled evilly behind his mask, "So long." He soon gathered the money as the knights begun to swarm the man.

As the knights gathered the rest of the weapons leaving the young man semi-conscious watching, "You won't get away with this. No one stabs Kevin Levin in the back." He gritted his teeth as he was rendered unconscious.

The trio soon stopped in Times Square, New York. After getting out the Rust Bucket, Ben gazed in excitement, "Manhattan. Man, this is so cool!" He yelled as he watched the bustling people go about their day.

"Geez, Ben, calm down." Gwen chuckled. As Ben rolled his eyes.

"Alright, guys." Max drew their attention towards him, "We'll be in New York for a few days, I've got to check in with the Hotel and might do some sight seeing after, what are your plans?"

"I have a distinct landmark, I want to visit." Ben said drawing confused looks from his grandpa and cousin.

"And that would be?" Gwen asked.

"Can't ruin the surprise." He laughed.

"Okay, what about you, Gwen?" Max asked his granddaughter.

"I'll probably head with you, grandpa." He nodded firmly before gazing over to Ben.

"Need a ride?"

Ben shook his head, "Nope, I've got it covered, I'll see you guys at the hotel later." Ben then ran off.

"He's so strange." Gwen replied climbing back into the RV.

"More like mysterious." Max replied climbing in after Gwen.

Ben raced into an alley, he gazed around before running deeper into the alley. He spun through the Omnitrix's playlist. He slammed his hand onto the faceplate before becoming engulfed in a emerald light.

Ben started transforming into a manta ray, his head, upper chest, arms, and backside were a dark shade of crimson red. His chest and patagia were white with three gills on both sides of his ribs, with his feet being black while having three toes; two in the front and one in the back. On his hands were also three fingers while also being black. He had lightning bolts on his back side race over his shoulders towards the center of his chest where the crimson red and white clashed. On the sides of his face grew out two yellow large horns, while on his head were two large yellow horns protuding outwards. His eyes were emerald green, while his lips were outlined yellow like his horns. The Omnitrix badge appeared in the middle of his chest where the lightning bolts met, "JETRAY!"

With a large leap, the manta ray alien launched into the air at blinding speeds. Jetray raced through the sky's of New York before using his enhanced sights to gaze through the streets of Manhattan, he spotted the building he was looking for and grinned excitedly before landing in an alley a block away. He slammed his hand onto his badge before reverting back to normal.

He rushed out the alley, and begun trekking through the streets of Greenwich Village. He gazed around before setting his sights on the three story building and smirked. He gazed at the address attached to the building and read it to himself, "177A Bleeker Street." He gazed back to the building, "The Sanctum Sanctorum."

He crossed the street and climbed up the few steps coming face to face with the brown double doors, he raised his hand getting ready to knock on it when the doors opened before him. Ben held his breath as the doors opened to reveal the innards of the Sanctum. He chocked back a gasp as he stepped inside, over to his left was a lounge with two chairs, a coffee table, and a chimney. Over to his right, he saw a large book case, filled with dozens of books and more chairs. Straight ahead were stairs leading up to the second and third floor. He heard a loud creak as he turned around to see the doors closed behind him.

"Hello, young Tennyson." A voice broke through his thoughts.

He quickly looked around for the voice, before he spoke again, "Relax, if I wanted to harm you, I would have done it as soon as you entered the City."

Ben then looked towards the stairs as a man came floating down. His eyes widened in shock, "You're-You're-You're-"

The man smiled slightly at the tongue tied teenager, "I know, I'm Doctor Stephen Strange, Sorcerer Supreme."

Kevin woke with a startling pain erupt inside his body. He gritted his teeth when he remembered what led to this, "Those damn bastards, are going get there's." He stood up before walking over to his ride and sliding in through the drivers seat. He put the key into the ignition, before the car roared to life and was soon seen speeding out of the alley. He raced through the streets of New York before stopping infront of a familiar building with a distinct RV parked infront of it.

He shut his car off and headed for his room. As he was heading through the lobby, he caught a glimpse of a girl with an old man infront of the desk. Kevin felt his heart skip a beat when he saw her, paled skin, emerald eyes, long red hair, luscious red lips. He could feel the heat warm his cheeks when said girl looked over her shoulder and caught him staring. The heat in his cheeks returned as he ripped his eyes away from her and quickly headed for the elevator. The girl whispered to her grandfather and raced after the young man who was waiting for the elevator.

"Hello." Her voice broke his thoughts, he whipped his head around to see her smiling happily, "I couldn't help, but notice you staring. Am I that ugly?"

Kevin couldn't help, but smile, "Uh, no it's not that."

"Then what is it?" She pondered.

"You're just very beautiful." He said.

The girl was stunned for a second before a tint of red spread across her face, "I'm Gwen Tennyson." She raised her hand to him.

"Kevin Levin." He shook her hand, "Are you new to New York? I've never seen you around here before."

"Yeah, me, my grandpa, and my cousin are on a road trip across the country. My cousin was the one who requested we come here." Gwen answered.

"Oh, interesting. Where is he or she?"

"He had other business to attend to, but will be back later tonight." Gwen answered.

"I look forward to meeting him, till then beautiful. I'll cya around." Kevin smirked before climbing into the elevator and shutting it completely.

Gwen sighed dreamily, before Max interrupted her, "Seems like you've made a new friend."

'You could say that.' Gwen thought gazing back to the elevator doors.

Ben and Strange were seated infront of the chimney having tea, "Instead of staring at me, you could atleast pretend to enjoy the tea." Strange replied through his closed eyes.

"Sorry." Ben apologized as he sipped his tea.

"No need to apologize, Tennyson. Why have you come?" Strange asked.

"New York has always been the one place in the world I wanted to visit." Ben reasoned which made the Sorcerer Supreme raise an eyebrow, "You see, I've always wanted to meet you in person."

"Oh? So you know what I'm capable of?" Strange questioned.

"Of course. I mean not a lot of people know you exist, but I've always believed you did." Ben chuckled.

"Interesting, so back to my question, why have you come?" Strange answered sipping his tea.

Ben looked away before sliding up his jackets sleeve revealing the watch attached to his left wrist, "I was wondering if you had any information on this." He raised his left wrist to show the wizard.

Strange's eyes went wide, "How did you get that?"

"Well, two weeks ago, I was in Yosemite National Park with my grandpa and cousin. It fell right out of the sky and it's been attached to my wrist ever since." Ben explained as Strange stood up.

"Come with me." Was all he said before he raised his hands and in a circular motion made large orange portal.

Ben's eyes widened, 'This is the best day of my life.' He soon followed Strange into the portal before seeing it close behind him. The Sorcerer and the young hero were inside a large room filled with bookcases and tons of books which made Ben wonder how they appeared inside a library.

"That device on your wrist is called the Omnitrix, one of the greatest tools ever created." Strange explained as he gazed upon different books before floating upwards and grabbing a large black book, "It's creator, Azmuth designed it so someone could walk a mile in another species shoes."

"Wait, how do you know so much about this?" Ben asked as the doctor smirked.

"He came to me, a few years ago about creating said device and since I'm the Sorcerer Supreme, defender of the universe, I have to be on edge when the strongest device in said universe comes to Earth." He explained before taking a seat at a table with Ben sitting across from him.

"Does that mean you've been watching from me from the start?" Ben asked a bit skeptically.

"No, I've been watching since it entered our atmosphere. Then a mutual friend of ours persuaded me to not interfere." Strange said.

"Mutual friend? Who's that?" Ben wondered.

Strange chuckled, "This friend, you'll be meeting him soon, but back to the topic at hand. I've been watching your heroics, Tennyson."

Ben sheepishly rubbed the back of his head, "I mean that's nothing compared to your heroics."

"Indeed, but you're getting there. What else do you want to know?" Strange asked.

Ben's sheepish expression vanished and was replaced by a dark one, "A couple of days ago, I fought some bounty hunters. They were after the Omnitrix and used my family as hostages to draw me out. After I defeated them, one of them gave me a warning."

Strange listened intently, "Go on." He urged.

"He told me to enjoy my victory while I can, before saying he'll be coming for me soon." Ben responded, "My grandpa told me to relax and that no one was coming, that he gave me the warning to put me on edge. But I'm not some little kid, I know my grandpa is hiding something from me, and there is something out there, but the question I want to know is who. Who is hunting me and why do they want the Omnitrix so bad?"

Strange narrowed his eyes, before sighing, "When Azmuth told me about the Omnitrix's creation, he warned me about various enemies wanting it's power for there own, but one person wanted it's power so bad he attacked his lab in order to retrieve it. I believe this is the same person who is currently hunting you."

"Who is it?"

"His name is Vilgax." Strange replied, "Vilgax is a power hungry warlord, who's conquered different planets around the Galaxy. Thankfully he never set his sights to Earth, or else he'd get a very bad welcoming. Anyway, Vilgax wants the Omnitrix's power to conquer the universe, but there's one thing standing between him and universal domination."

Ben's eyes widened once more, "...Me."

"I'm afraid so." Strange replied before opening the large book infront of them. He slid the book over to the boy.

Ben gazed at it curiously, "What's this?"

"Azmuth designed the Omnitrix and made a book for it. He recorded each Species DNA inside of it incase the wielder ever got curious, so he passed it onto me in hopes the wielder would seek out knowledge of it." Strange answered before Ben opened the book flipping through the pages one after another.

"Thanks Mr. Strange." Ben smiled.

"Please, call me Stephen." Stephen smiled before drinking his remaining cup of tea.

"Okay, Stephen." Ben nodded, "You know, I really didn't expect answers like this. Thank you."

Stephen smiled before pulling out a card, "Ever need a hand in protecting the Earth, give me a call." He passed the card off to Ben who read it, "Anymore questions that I can shed some light on?"

"You bet!" Ben smirked before Stephen nodded, "Now that you mention it. Besides you, do the Avengers exist?"

Strange smirked, "I believe our mutual friend should answer that question for you. I believe it is time for you to depart. Need a lift?" Ben deflated at the answer, but immediately perked up.

"From the legendary Dr. Strange, I'd be a fool not to take you up on your offer." Ben exclaimed as he sent the doctor in a fit of laughter.

"I'll be watching your escapades closely, Benjamin." Stephen recalled as he raised his arms and in a circular motion, created an orange portal, "Hopefully you'll keep the meeting a secret?"

"Why wouldn't I?" Ben laughed grabbing the book and walking towards the portal, "Thanks again, Stephen."

Strange nodded, "I look forward to answering your call."

"The feeling is mutual, ever need me, you know how to reach me." Ben soon walked through the portal.

"Till next time, Benjamin."

"Please, call me Ben."

"Pleasure meeting you, Ben." And with that the portal closed leaving Ben standing in an alley across the street from the hotel he was staying at.

Ben smiled widely before gazing at the card in his hand, "It's official, this is the GREATEST day of my life." He placed the card into his wallet before journeying towards the RV and hiding the book incase his grandpa or cousin questioned him on how he obtained it.

Ben was making his way out of the RV, when he bumped into someone, "Watch it." He heard a voice echo out.

"Ya'know, you bumped into me." Ben replied.

"Oh, I'm pretty sure, I've looked both ways before walking into someone." The voice shot back.

"Yeah, I'm sure you have." Ben mocked.

The man grabbed him by his collar, "Listen here, kid, I don't have time to entertain you. So apologize before things get ugly."

"First off, I told you. You BUMPED into me. And second why should i apologize, now hurry up. I've got things to do." Ben replied sarcastically.

"You're about to be in a world of hurt, if you don't apologize." He said.

"Oh, I'm so scared." Ben and the man glared at each. Ben instinctively went for the Omnitrix while the man reached over towards the wall before a voice interrupted them.

"HEY!" This broke the duos stare down as they gazed over to a group of men resembling punk rock delinquents.

The man scowled at them before releasing his grip on Ben's collar, "What do you losers want." He spat.

One of the men glared at him before stepping before them, "A little birdie told us, that you were betrayed by the Forever Knights, lost both the money and the weapons."

"So." He replied.

"You know, he's heard about your failure. And is already gunning for your head. You know there's no escape from the guild." One man replied.

"So you guys came all this way to obtain the reward on my head?" He replied snarkly.

"That's one way to answer it." He replied before pulling out a knife, "But he still has questions for you, so he'll forgive us when we chop off a limb or two."

The others pulled out a variety of weapons, from knives, guns, and crowbars. Ben took a step back when the man who he bumped into touched the wall absorbing the materials as he glared at them.

"You tell him, I'm coming for him next. After I get rid of those assholes who stabbed me in the back, he's next." He replied before racing towards them.

Ben didn't even know what to do yet he wanted to help, ducking down near the dumpster, he activated the Omnitrix before finding the hologram he wanted. He slammed his hand onto the Omnitrix's faceplate before becoming engulfed in an emerald light gaining the young men and his opponents attention.

Ben's skin turned a violet, dark blue, and black color. He grew an additional third emerald eye above his nose. His hands turned into claws and his feet into talons with only three toes; two in the front and one in the back. His entire body was wrapped in an old raggedy dark blue cloak and hood with light blue spot patterns scattered around which then unfurrow and become his wings and antenna. His shoulders, chest, and thighs grew armor plating on them. The green and black hourglass badge appeared in the middle of his chest, "BIG CHILL!" His eerily ghostly voice erupted.

"What the hell is that thing?"

"It's a monster?!"

"The correct term is an alien." Big Chill sighed.

"Monster. Alien. You're all the same! Let's get him!"

"You guys just need to chill out." Big Chill quipped before seeing three guys race towards him. He inhaled loudly before exhaling a large breath of ice towards them freezing them.

He gazed over to the man who knocked into him seeing him clob a guy into the ground. He raced over to him before punching another guy with a crowbar. Big Chill and the man stood back to back as the group of delinquents surrounded them.

"Gotta say, you're fast at making friends." Big Chill retorted.

"Can't say I blame them. None of them ever really liked me." He grinned earnestly.

"Big Chill, is what they call me." He introduced himself.

"Kevin Levin." He responded shortly.

"How bout we talk after we put these guys in the ground." Big Chill said.

"Sounds good to me." Kevin answered as both the alien hero and Kevin begun beating the delinquents down. The next fifteen minutes were spent beating the group into the ground.

The duo huffed in exhaustion finally finishing off the last punk, before either could speak a loud beeping sound gained their attention. Big Chill sighed as in a red flash of light he reverted back to normal. Kevin shielded his eyes as Big Chill turned into the guy who bumped into him.

"Huh, fifteen minutes? I'm surprised you lasted that long." He spoke to himself.

"Where did that creature go?" Kevin asked a bit shocked.

"Let's go somewhere else and we can talk about this." Ben offered as Kevin nodded and begun walking over to his car with Ben behind him, "Nice car."

"Thanks. Hop in." The duo hopped into the car and drove off.

Max and Gwen were sitting in the dining room of the Hotel, it was almost nine pm, "It's almost nine, and Ben still isn't back yet."

"Yeah, now that you've mentioned it. He still hasn't came back from visiting that place he wanted to see."

"Let's go look for him." Max replied as Gwen nodded.

The two Tennysons made their way to the Rust Bucket, before noticing a group of punk rock boys unconscious across the street. The duo grew worried and raced over to them before picking up one of the boys.

"Hello? Son? Can you hear me?" Max asked as the boy groaned in pain, "What happened here?"

"The gu-guild sen-sent us. Levin and giant moth monster beat us down." He answered before passing out again. Both Max and Gwen went wide eyed at each other.

"He didn't."

"He did."

"Let's go find him." Max replied before both of them went racing back towards the Rust Bucket in search of Ben.

Ben was currently leaning against a drink machine underneath an underpass near the train tracks with Kevin Levin who was sipping a soda, "So how can you do that absorption thing?" Ben asked.

"Kinda hard to explain honestly, at first I was able to absorb energy from any machine." Kevin answered, "As I got older, it became apparent I could absorb more than just energy, I could absorb metal, rock, energy, just different things. How about you? How'd you turn into that moth monster?"

"Alien." Ben said simply.

"My bad, moth alien." He corrected.

Ben lifted up his left wrist, "This. With it I can turn into not just one alien, but ten."

"What is it?"

"I don't know." Ben lied, "It fell out of the sky and latched itself to my wrist without a second thought."

"Cool." Kevin replied, before an idea occurred, "We should team up."

"Team up?" Ben asked, "Like be partners?"

"Yeah, your aliens and my absorption abilities we'd be able to even the playing field."

"How so?" Ben asked again.

"These assholes ripped me off and then there's this guild I work for as a mercenary from time to time. I say we go and teach them a lesson." Kevin answered as he crushed the can in his hands, "They called themselves the Forever Knights, I say we go and destroy one of their bases, there's one nearby in an old abandoned warehouse outside of here."

"I don't think that's a good idea, a lot of people could get hurt." Ben answered.

"Says the guy who transformed into a moth monster and helped take down those assholes earlier." Kevin said.

"Okay, that was different, you just want to get even with these guys and sorry to say, Kevin, I don't think it's a good idea." Ben answered.

Kevin narrowed his eyes, "Is that how it is?"

"Yeah, but instead of using your powers for yourself you can join me, my grandpa, and my cousin. Kicking bad guy ass side by side as partners." Ben offered holding out his left hand

"Yeah, okay." Kevin shook his hand.

"Good-" Ben replied before Kevin pulled him forward and punched him in the face. Knocking Ben onto his back, "Okay, totally uncalled for." He replied rubbing his cheek.

"You think I need your pity?" He glared as his hand absorded some of the train tracks the metal soon absorbing into his skin, "You think just cause I have these abilities I wanna be some hero like you? Stop being delusional, Ben!"

Ben rubbed his cheek once more, "Not being delusional, I thought we could be partners or even friends, but seeing as you've got the whole bad guy thing going I guess not." Ben was already activating the Omnitrix, "So I'll give you one chance to stop right here, right now. Before things get ugly."

"How bout you make me." Kevin glared.

Ben sighed before returning the glare, "Wrong answer." He slammed his hand onto the Omnitrix's faceplate becoming engulfed in a blinding emerald light.

Ben's body was soon wrapped tightly in vines. His feet soon took the appearance as roots, his hands up to his forearm were changed into a fiery orange yellowish color, his face was wrapped tightly in the vines as his eyes turned pure green, with his hair taking on the appearance of fire, orange in the back, yellow in the middle and red in the front. Orange yellowish leaves littered his shoulders with thorns from the vines covering his shoulders. The Omnitrix badge was wrapped tightly in the vines on his chest, "SWAMPFIRE!"

Swampfire tightened his fists before glaring at Kevin, "Just walk away, Levin, before you get hurt."

"Those are some pretty big words from a freak." Kevin replied as his hand morphed into a spiked mace.

"It takes a freak to know a freak." Swampfire answered before his mask wrapped around his face tightly as Kevin raced forward as did Swampfire.

The two clashed as Kevin slammed his spiked mace into his chest, which made Swampfire catch the attack while punching him in the chest. Kevin skidded backwards as Swampfire charged forward and punched him in the face sending him flying onto the tracks. Swampfire watched as Kevin got back up wiping his mouth as his hand grew into a sword.

Swampfire held out two fingers and urged him on. Kevin raced forward only for Swampfire to dodge each of his strikes getting nicked in the process, but they only healed like they were never there. Swampfire ducked under a swipe aimed for his head, as he did a leg sweep and took out Kevin's legs from under him. Kevin landed on his back before rolling out the way of Swampfire as he punched the ground he'd been at repeatedly. Kevin kicked Swampfires legs out having him collide with the ground. Kevin launched to his feet in an instant before his hand morphed into a large hammer. He brought it down onto Swampfire before he dodged the hammer and kicked him in the shoulder.

Kevin stumbled backwards before Swampfire raced to his feet leaping off the underpasses wall as vine tendrils extended from his hands like whips. Kevin leaped back onto the defensive when the vines whipped at him. Both of Kevin's hands morphed into swords as he sliced through the whips and launched at Swampfire. Kevin threw slash after slash at him as Swampfire did his best not to get cut by him. He was backed into a corner when he felt his back press up against the underpass wall and went eye wide when Kevin's sword went straight through his stomach.

Kevin and Swampfire gazed at each other before he raised his other sword to his throat, "It didn't have to be this way, Tennyson."

"You know as well as I do, this is the only way." He replied before thrusting his arms forward shocking Kevin as flames erupted from his hands burning the man in question, "I've been holding back incase you decided to surrender, but now, you've given me no choice." He stated as the wound in his abdomen healed instantly.

"Bring it then!" Kevin yelled as Swampfire unleashed another torrent of flames at him, but dodged at the last second. He grabbed the soda machine and flung it at him. Swampfire grew a tendril that morphed into a makeshift sword before slicing through the machine.

He went wide eyed as Kevin soared through the air with another hammer and slammed it into Swampfires face. Launching the alien flying through the air until he collided with a train car a few yards away.

Swampfire rubbed his head before getting out of the caved train car as Kevin approached him, "You're getting slow, Tennyson."

"I don't know what you're talking about, I'm just getting warmed up." Swampfire replied landing back on the tracks. He tightened his fists, 'Gotta end this quickly, might time out anytime now.'

Kevin wasted no time as he rushed forward and punched him, he soon took advantage of it and wrapped himself onto Swampfire's back, "If I can absorb metal, I should be able to absorb your powers!" He grabbed Ben's Omnitrix badge and started absorbing it. A giant flash of green light erupted from them as Kevin was launched away from Swampfire.

He rubbed his head in pain as he felt like something was stolen from him when he heard Kevin's voice, "Nice going, Tennyson."

Swampfire turned his gaze towards Kevin, his eyes went wide when he saw him, "Kevin?" Kevin's hair was engulfed in the color of flames, orange in the back, yellow in the middle, and red infront, his face was black with red eyes, down his neck towards his chest were wrapped in vines, little leaves littered his shoulders and forearms.

"Look at what you caused, but I think I should thank you. Because with your power and my power, I'll go teach those Forever assholes a lesson when you mess with Kevin Levin." Kevin replied as he glared at Ben, "After those tin cans have been taken care of, I'll go after the guild, and if you even think about getting in my way, Ben. I can assure it won't end pretty for you."

"Why are you doing this Kevin?!" Swampfire yelled.

"Payback." Kevin replied before they heard the sounds of the railroads blinking meaning a train was about to passby. Kevin smirked before melting the tracks gaining Swampfires attention, "Wanna play hero? Then you have two choices chase me and let the innocents suffer or you've got a train to catch." Kevin's palms erupted into flames before he took off into the air.

Swampfire watched Kevin leave before seeing the trains melted track, "Aw man. Okay I should be able to stop the train." Soon the train horn erupted loudly, "Okay note to self, this is gonna hurt. Very very badly." As soon as the train got close, Swampfire thrusted his hands outwards and caught the speeding train sending the Methanosian sliding against the trains wooden railings. Swampfire gritted his teeth in pain as felt his arms break from the sudden collision, he used even more strength than he normally would to stop the train. He gazed over to the wheels and another thought occurred. He had to be quick or else a lot of people could be hurt. He hopped out from the train and blasted the wheels immediately watching the heat from the flames melt the wheels as it soon came to a stop with Swampfire throwing seeds from his forearms as he watched them wrap around the wheels tightly.

He sighed in relief when the train stopped harmlessly, he rushed back to the underpass when his badge started flashing red. He then reverted back to normal in a red light. He sighed in annoyance, before he whipped out his phone and dialed a number into his phone, "Hey it's me. Yeah, I know. Can you pick me up, I'm in an underpass, near Greenwich. Yeah see you in a few." Ben soon hung up as he made it to the bridge above as he crossed his arms and leaned against a light pole.

He waited for ten minutes until he heard an RV horn blare out gaining the teenagers attention. Ben walked over to the Rust Bucket before the door swung open, "Hey Ben. What are you doing all the way down here?"

"It's a long story." Ben answered as he climbed into the RV and shut the door behind him.

"We need to talk, Benjamin." Max said sternly. Ben groaned and knew that tone.

Max and Gwen sat across from Ben as he told them everything excluding his conversation with a certain Sorcerer Supreme. He told them his run in with Kevin and how he wanted to be partners while getting back at the Forever Knights and the guild he worked for on occasions. Then his fight with Kevin, which resulted in him absorbing power from the Omnitrix which resulted in him turning into a hybrid of Swampfire and him.

"And then he melted the tracks to the train and took off." Ben finished.

Max had a grim look on his face, "If Kevin was able to absorb the Omnitrix who knows what kind of trouble he'll get into."

"I know. I need to find him." Ben answered.

"Did he say where he was going?" Gwen asked a bit sadly.

Ben ignored her facial expression before thinking hard, "Yeah I believe so, but we need to hurry."

Max nodded, "Where to Ben?"

"Kevin said there was an abandoned warehouse outside of here where the Forever Knights are hiding out, we need to get there quickly." Ben answered as Max nodded before putting the pedal to the metal.

Ben couldn't even imagine all the destruction Kevin could be causing because of him. He gritted his teeth in anger, "I'll meet you guys there." Ben replied.

"Ben wait-" Max yelled, but it was too late Ben was already activating the Omnitrix.

"Let's go Jetray!" Ben yelled, but the RV hit a massive stop which threw Ben onto his face he didn't realize by doing that the hologram changed from Jetray to something else, "Ouch, grandpa." Ben remarked as he slammed his hand onto the dial and was engulfed in an emerald light.

Ben's skin started turning scaly and dark shade of brown. He grew till he was twelve feet tall, with a long tail swinging behind him. His teeth grew into fangs, he grew two large separate fangs on the side of his head, as he grew claws on the ends of his nubbed feet. He grew armor plating on his arms, shoulders, and chest, with silver spikes running from the top of his head down his back, some appeared on both his forearms, and two more appeared on the back of his legs. The green and black hourglass badge appeared on his armorfied chest, "HUMUNGOUSAUR! Seriously I wanted Jetray. Stupid watch." He grumbled before shrinking down two more feet so he can fit through the door.

"Ben wait!" Gwen yelled trying to race to the dinosaur who was already leaping over the ongoing traffic.

Kevin was torching the entire warehouse as dozens upon dozens of forever Knights came out to stop him, but met their demise with there armor being melted. Enoch, the leader, came out and glared at the hybrid.

"What do you think you're doing, Levin!" He yelled angrily from behind his golden mask.

"Payback." He launched a fireball at him which Enoch used his shield to defend against it, "Pretty smart for an old man, but you're not gonna last long against me."

More Forever Knights soon started swarming him as Kevin blasted flames from his palms roasting them alive when a loud crash erupted from behind him. The hybrid Kevin turned around to find a ten foot tall Humungousaur standing there.

"What did I tell you, Tennyson, back off!" He yelled.

"Leave them alone, Kevin, so what if they ripped you off there's better ways to deal with this aside from getting revenge." Humungousaur replied.

"And that's where we differ, Benji. You're too good. While me, I'm just plain bad." He turned back towards the forever Knights who were gravelly injured during their talk Enoch had escaped not wanting to lose his life to the freak.

Kevin took a step forward when he felt a splitting headache take part inside his head. He wobbled wearily before gripping his head in pain, "What's happening to me?" The effects of Swampfires body soon disappeared leaving Kevin on the ground recovering from the sudden power.

"Your power is no more, give up Kevin. It's not too late to join my side." Humungousaur stated.

"As if." Kevin scoffed as he touched one of the Forever Knights suit of armor, "I don't need your power when I have my own." The metal soon engulfed his body as he advanced on one of the downed Forever Knights, "Say goodbye." His hand morphed into a sword and was about to decapitate him when large scaled brown arms wrapped around his waist as the sword missing the knight by a hair.

Kevin glared as he grabbed hold of Humungousaur's Omnitrix badge and absorbed the power inside. He laughed evilly before he grew into a twelve foot tall black dinosaur slugging Humungousaur in the face as he landed on the ground. Humungousaur wobbled backwards when Kevin raced forward as his human arm morphed into a large scaled arm and slugged him in the face once again. Humungousaur skidded backwards as Kevin chuckled evilly while cracking his huges knuckles.

"This is gonna be real fun." Kevin replied glaring at him.

Humungousaur tightened his fists as he glared back at him, "Tell me about it."

The two dinosaur aliens collided in a test of strength as they tried to overpower the other. Humungousaur grabbed Kevin by his wrists and flung him into the ground when Kevin in return wrapped his wrists against his forearms and slammed him onto his back, "I'm gonna take all your alien powers!" Kevin yelled as Humungousaur kicked him in the chest.

Kevin slid backwards as Humungousaur charged him, grabbing by the waist and running him straight through the warehouse's double doors. In the background an RV pulled up with Max and Gwen looking on in concern as they saw the large hole in the doors. They heard alot of booming and the building itself shake multiple times. Kevin picked up Humungousaur and slammed him into his knee before tossing him into a crater by the Warehouse wall. Humungousaur groaned in pain as Kevin landed ontop of him.

Humungousaur gritted his teeth as he lifted Kevin off of him. Humungousaur soon headbutted him, leaving Kevin disoriented. He elbowed him in the face before grabbing him by his back and slamming him face first into the wall. He grabbed him by his tail before sending the hybrid flying into the other side of the warehouse. Humungousaur launched into the air before landing on Kevin, making the hybrid screaming in pain before, Humungousaur rained down blow after blow onto him.

Kevin trapped underneath Humungousaur gritted his teeth before he started growing larger. The armor on his body grew denser, as stegosaurus plates grew ontop of his head running down his back. He grew till he was sixty feet tall. Kevin roared loudly before grabbing Humungousaur and punching him through the roof of the warehouse. Humungousaur rocketed out the roof of the building hitting the ground hard. Kevin roared loudly before he erupted from the building tearing it to shreds.

Humungousaur rubbed his head, 'Okay this isn't going well.' He thought before his armor grew denser, stegosaurus plates grew from the top of his head running down his back. He grew till he was also sixty feet tall. Humungousaur roared loudly as Kevin snarled in anger. The two dinosaur aliens collided once again in a test of strength, they pushed against each other trying to overpower the other. Humungousaur's strength fell letting Kevin overpower him, but he soon regretted it once Humungousaur elbowed him in the face once again. He wrapped his arms around his waist before leaning backwards pile driving the hybrid into the ground.

Humungousaur stepped back a bit, 'Gotta end this quickly, before I time out.' Kevin rubbed his head in annoyance before growling. Humungousaur glared before rushing towards him, but Kevin was faster as he grabbed him and hurled him into the warehouse buildings wall. He landed ontop of him once again, but Humungousaur used his knee and socked him in the chest, but he wouldn't let up. So he punched repeatedly, but Kevin's grip on his throat never wavered, "You don't deserve this power!" Kevin snarled in anger.

As if by some curse, the Omnitrix badge started flashing red, "Uh oh, Tennyson times up!" He laughed evilly before Humungousaur roared in anger using all the remaining strength he could muster kicked the hybrid off of him. Kevin slid back as Humungousaur charged him. He threw a right hook, then a left hook, another right, and finally another left before sending Kevin flying over the Rust Bucket and into a dozen train cars.

As an red light engulfed the area, Ben reverted back to normal. He gazed at his watch, "Why do you hate me?" He watched as Gwen and Max climbed out the Rust Bucket on edge as the train cars moved a bit.

Ben moved towards them, "You done?"

"Yeah, just ease up. Okay, I'm sorry." Kevin grimaced.

"Kevin, it's okay. Join up with us. The offer is still open." He offered his hand before Kevin grabbed his arm.

"No thanks loser, now give me this watch!" Kevin yelled as Max came in with a tire and threw it at him, but Kevin just swatted him away with his tail while tryna get the watch off of Ben.

Ben gritted his teeth, "LET ME GO!" The faceplate of the Omnitrix launched upwards before Kevin even realized it Ben slammed it against his face becoming engulfed in an emerald light.

Ben started shrinking and was soon engulfed in a white containment suit. A pair of headphones rested ontop of his head, with a grey visor with his emerald eyes shining behind them. The headphones were connected to a backpack on his back with the number 10 on it. On his legs resembled cassette tapes. On his forearms were grey bands with green sound holes in them. A large black line took up most of his face went down his face and towards his neck where it stopped. His fingers were black, as a black line encircled his knee and the bottom of his feet. On his shoulders were two black lines as they raced down his back and resumed around his waist and formed a giant black circle in the middle of his chest where his green and black hourglass badge resided, "ECHO ECHO!" The sound alien exclaimed as six Echo clones leaped from his body.

"What?" Kevin exclaimed as the Echoes nodded to each other.

"WALL OF SOUND!" They screamed in unison as a large sonic screams erupted from them hitting Kevin hard, "Ya'know, Kevin, we could have been a team, but you're just a self jerk who can only look after himself."

Kevin didn't say anything as they nodded one last time, "One more time boys." Echo Echo clamped their mouths shut tight before an even larger sonic scream erupted out signaling everyone to cover their ears. Kevin was hit hard and rendered unconscious as he reverted back to normal.

The Echo clones hopped back into the original before he slammed his hand onto his badge and reverted back to normal. Ben just stared at the unconscious teenager before Gwen placed a hand on his shoulder pulling him into a hug. Max had called the local authorities and they took Kevin away. Ben never really spoke about it because in some way he felt like what happened to Kevin was his fault and he couldn't do anything to help him.

As a new day set in, Ben was sitting in the RV, thinking about Kevin when Gwen sat across from him, "Penny for your thoughts."

"Oh, hey Gwen." Ben mumbled.

"You know what happened to Kevin wasn't your fault, right?"

"I know, but I tried so hard to convince him to join us, but he spat in my face every time and it hurt. I finally open up to someone else like me in a way and I turn him into a supervillain. Tennyson Luck strikes again." Ben sighed as tears set into his eyes.

Gwen placed her hand ontop of his, "I know, I'm also sad about what happened to him, but hopefully we'll run into him again and then you can offer him a place on the team."

Ben smiled and chuckled lightly, "Thanks Gwen, always know how to cheer me up."

"It's what I'm here for, dweeb." Gwen smiled.

Ben smiled and gazed out the RV's window, when he remembered meeting Doctor Strange and he couldn't exactly tell his family, he met the Master of the Mystic Arts, but he did wonder when he'll be using this card. Hopefully it was sooner rather than later.

Back at the Sanctum Sanctorum, Strange was gazing out the window before a smile dawned his face, "You of all people should know that sneaking up on a Master of the Mystic Arts isn't funny."

"Who said I was sneaking up on you, Stephen." A British voice replied, "My word, when I sent young Tennyson to you, I wasn't expecting you to give him the answers he was seeking."

"Sorry, old friend. I don't run around questions. I give direct answers." Stephen turned around to gaze his guest.

"You give direct answers? Funny, Tennyson asked if the Avengers were real and did you give him an answer?" He shot back as Strange chuckled.

"Ben is a good kid, I shouldn't step on his dreams like that. If he thinks all those heroes from my universe are real let him think it. Besides I'm more than enough to combat the threats you warned me of. And no I won't get involved unless, Ben calls for me." Strange replied curtly before taking a seat with the British man in a lab coat and goggles took a seat next to him.

"Seems you like young Benjamin, Stephen." The British man chuckled lightly.

"He reminds of me, how Peter was when he started out as a hero. Gotta give him the push he was looking for." Strange smiled slightly.

"Ah yes, Mr. Parker. Bitten at 14 and now one of the bestest and brightest heroes of the multiverse." The British man replied.

"From what you told me, Peter doesn't hold a candle to Ben. Which brings me to my next question. What is so dangerous that you brought me here?" Strange asked in a serious tone.

"Every hero in a universe has had someone to look up too. From Ben's main branch, he's only had one hero and said hero turned into one of his enemies. With you here, he'll be able to rely on you of sorts. Like a mentor guiding him through the dark, I trust you'll be able to mentor him, Stephen?" He replied whimsy.

"I will do that and more, but I think it's time he found out who you are, Paradox." Stephen replied revealing the time walkers name.

"It is not the proper time or place for young Benjamin to meet me yet. Besides I have much bigger problems erupting through the reaches of time." Paradox inquired.

"Need a hand, old man." Stephen smirked.

Paradox chuckled, "Can't really stop you, can I?"

"I believe not, besides it's not like we'll be gone long. Ben won't need my help at this moment, right?"

"I'm all seeing and knowing, but for now you are correct." Paradox looked at his golden pocket watch, "Shall we go, Doctor Strange?"

Stephen's outfit morphed from his casuals to his Sorcerer Supreme garb. His red cloak fluttered in anticipation as the eye on his forward revealed itself. Doctor Strange and Paradox were gone in a blinding white light.

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