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Chapter 18 - X Marks the Ben

X Marks the Ben

For villainous organizations to meet up is a risky move when the Avengers and SHIELD are on the prowl. What's even more risky is meeting up in broad daylight in on a pier in New York Harbor. And yet that's exactly what was happening.

On a wooden pier stood the two villainous groups. One the left was HYDRA, accompanied buy their giant HYDRA Tank, a giant mechanical Octopus like machine with a skulls head with a large cannon positioned on the top with several smaller cannons on either side. The large vehicle towered over it's occupants, who were all standing on the pier. They consisted of Grim Reaper and six HYDRA agents.

Opposite them were there, for lack of a better word, partners the Advanced Ideas Mechanic, also known as AIM. They consisted of an equal number of troops; all wearing yellow full body suits that largely resembled Bee Keepers. But their leader was by far the most unusual thing about their organization. It looked like a Giant humanoid head with short stick like arms and legs sprouting out of the sides. Aside from its' face, the being was covered in and orange mechanical armor with a powerful jet at the base that allowed it to hover in the air. At the center of its giant forehead was a red, lens of some kind that was glowing with energy. He was MODOC, technological leader of AIM.

Currently the cybernetic organism was going over a presentation he was projecting from the lens on his head.

"HYDRA hired AIM to create a weapon that would guarantee world domination, that can make all of Baron Strucker's deepest desires and his greatest wishes come true. And using the remaining energy collected from the Tesseract after it's lose in World War Two. The Cosmic Cube was created. It has the potential to fulfill those requirements. In a Very really way." MODOC explained, projecting images of a strange cube like device.

"What's the catch?" Reaper demanded, knowing full well that AIM would have called a meeting under these conditions if they didn't want something.

"In order to complete the cube for HYDRA. AIM will need more money." MODOC said, phrasing it more like a demand than a statement.

Grim Reaper snarled, he should have known that would be what this whole meeting was about. Ever since HYDRA formed an alliance with AIM, they had been making every attempt to squeeze HYDRA for every penny they had. If Baron Strucker hadn't made it clear that HYDRA needed AIM's technology to help them further their goals, he would have sliced the floating abomination a long time ago.

"I'll get back to you." He replied.

No sooner had he said that, a high tech arrow appeared out of nowhere and attached itself onto Grim Reapers chest plate. Another two arrow shot forth and stuck to two other HYDRA agents as well. Reaper quickly dispatched his arrow; the Agents however weren't so lucky as the arrow released a powerful electric charge that swiftly rendered them unconscious.

MODOC turned to try and locate the mystery attacker, but a purple boot suddenly landed in the middle of his forehead. The attacker then used the AIM leader as a spring board to launch himself into the air and land in the center to the pier. The villains all trained their weapons on the one area, where the attacker, held his prize bow with a new arrow ready to fire.

Hawkeye smirked at the villains as his eyes darted back and forth between the two groups. "Sorry to interrupt, boys! But I've gotta quick question before I take you all down!" He announced. Then narrowed his eyes. "Where is the Black Widow?"

No villain responded as they all aimed their weapons at the Purple Archer. Hawkeye smirked as he glanced at the glaring villains on either side of him.

Knowing full well that they would sooner turn him into Swiss Cheese than answer his question. Hawkeye released the arrow from his grip and fired it directly at his feet. The trick arrow beeped as it released a massive smoke screen from it, blinding everyone in the area.

"A million dollars to anyone who can bring me his bow." Grim Reaper said in a calm tone. Almost immediately the HYDRA a

Agents opened fire in a mad frenzy, firing blindly into the thick mist.

The AIM Drones on the other side of the smoke heard the sound of gunfire and calculated they would have a better change of hitting the Archer if they catch him in an overlapping field of fire. So they raised their weapons to fire into the mist as well.

However before they could do so, one of the Agents heard a small yelp and a splash. He turned to see that the Drone that was next to him had vanished, but he noticed that the water behind him was disturbed. Curiously the Drone looked over the edge of the pier to determine what happened to his colleague.

Suddenly an ominous glow, illuminated from the depths of the murky water. The AIM Drone's curiosity turned into his undoing, as he failed to react in time when a pale, webbed, clawed hand, sprung from the water and grabbed the Drone, by the helmet and pulled him in the water.

The water then erupted as a creature sprung out of the ocean. It looked like a giant humanoid fish. It had pale scales and clawed hands. It wore a black loin cloth-like piece around its waist. Its jaws were like those of a Crocodile with huge serrated teeth. A phosphorescent light hung from the lure in the center of his forehead. In the center of his chest, was the green hourglass symbol that was the Ultimatrix.

The Fish man the charged forward and punched another AIM Drone in the face, knocking him down. He then noticed another Drone, preparing to fire at him from behind. Swiftly he turned to face the attacker and opened his mouth wide, exposing the inside of his massive maw. He then chomped down on the weapon, tearing through the metal like butter. The Drone was so, shocked but what the creature did, that he swiftly turned and ran in terror. The Alien chuckled as it moved back to engage.

Meanwhile Hawkeye was busy avoiding fire, running at high speeds, while drawing another arrow. He calculated the direction where the energy blasts where coming from, and then fired the arrow at the feet of the HYDRA Agent. The explosive arrow ignited in such a force that it knocked most of the squad off the pier, into the water.

With his smoke screen starting to dissipate, Hawkeye noticed the Fish Alien, fighting off the AIM troops and quickly went over to meet him.

"Youre late, kid." He said, firing off another arrow.

"Sorry about that." The Fish alien replied. "But do you have any idea how polluted it is in there? I'm lucky I don't come down with something after this?"

Hawkeye rolled his eyes at his teammates antics as he used his bow to wake a HYDRA agent in the head. "Why would you even choose a fish in the first place? And what did you call this guy again?"

"A. This fight was taking place near water, you do the math. And B. the name is RIPJAWS!" the Alien Avenger roared as he punched an AIM Drone away.

Hawkeye looked at the Teen Hero as he fired another arrow with a raised eyebrow. "Whoever you hired to name your aliens. Fire them immediately."

Ripjaws scoffed in response. "Like Hawkeyes such a cool name."

Before the heroes could exchange anymore pleasantries the AIM Drone, that Ripjaws knocked away, got to he feet and started backing away when MODOC flew in front of him.

"Drones! Prepare to disembark. I will destroy the Avengers." He ordered confidently.

At that moment, Ripjaws took the time to properly look at the leader of AIM. Then he burst out laughing in a deep throaty chuckle. "HAHAHA! Oh my gosh. Wasp was so right! He looks like a giant baby head. HA!"

Even Hawkeye found it amusing to hear a threat come from such a bizzar looking thing. "You can certainly try, Freak Show."

He then proceeded to fire a Sonic Arrow into the AIM leader forehead. The techno being yelled in pain, as he immediately dropped to the ground. His stubby arms, desperately trying to reach the arrow lodged in his head.

"Cant. Reach! Retreat, Retreat!" MODOC yelled as his Drones ran back out of their transport and proceeded to role the techno villain inside.

With AIM on the run, the two Avengers turned their attention back to HYDRA. The villainous organization was making its way back to their vehicle. The giant mechanical octopus, rose from the sea and opened a hatch from beneath, allowing cables to fall from it. The HYDRA Agents that were standing quickly fastened their lines and ascended to the giant machine. The last to go was Grim Reaper, who casually backed away from the heroes and grabbed his line.

Hawkeye narrowed his eyes as the villain, ascended and fired a trick arrow right at him. But in one fluid motion, Reaper slashed the arrow in half and the two half's fell harmlessly behind him before detonating.

It was at that moment that Ripjaws heard the sound of AIMs transport ship, preparing to take off. "Hawkeye, tracer arrow!" he yelled pointing to the ship.

Hawkeye immediately responded and fired and arrow with a tracker on it, which just managed to connect with the ship before it took off, launching into the sky.

However while they were distracted by the flying AIM sphere. They failed to notice one of the HYDRA bots legs, coming down on the pier until it was to late. The leg slammed into the pier, splintering the wood and sending Ripjaws flying into the water. Hawkeye was only knocked off his feet as he watched the mechanical Sea Monster, disappear under the waves.

The Archer got to his feet and brushed off his uniform. "Well Clint. You really outdid yourself this time." He said to himself, eyeing all the unconscious agents lying about the deck.

Suddenly a bright beam of light shine down on him, as the Archer looked up to see a SHIELD aircraft, descending upon him.

"Attention Hawkeye!" The familiar voice of, non other than, Agent Phil Coulson said over the speakers. "You are to stand down by the order of SHIELD! Director Fury would like a word with you, Barton!"

Out of the corner of his eye, Hawkeye could see Ripjaws's head; break the surface of the water. Subtly the Archer made a gesture with his hand, indicating that he wanted the Alien Teen to stay hidden.

The Aquatic Alien nodded and descended back down into the murky water. Hawkeye then turned his attention back to the SHIELD Agent. "That's great!" He called back. "Because I want a word with him too!"

Later that night Jetray was flying over the city, on route to a secret HYDRA base. After SHIELD picked up Hawkeye, the archer was then chewed out by Nick Fury and, surprisingly, Iron Man for interfering with SHIELD investigation into HYDRA in his search for Black Widow. Ben understood Hawkeyes drive to find answers for why his most trusted partner stabbed him in the back. He also knew the dangers of what that obsession can do to a person. Which was why the alien hero was doing what he could to help the Archer, so he could make sure his friend didn't get lost in his obsession.

Once Ben got word from Hawkeye that he Captain America, Black Panther and, oddly enough, one of Clint's old SHIELD buddies Mockingbird, were pursuing a lead they had. So Hawkeye sent Ben the coordinates for a series of HYDRA outposts in the city that he could investigate.

Currently the alien hero was closing in on one of the outposts. But as he got close to his target, he could see smoke starting to rise from the building he was approaching. That was quickly followed by alarms blaring and red light flashing. Didn't take a genius to know what a building fire looked like.

Springing into action, Jetray flew down to the building and smashed through one of the top windows and tapped the Ultimatrix Dial. "BIG CHILL!" the alien then started blasting the flames with his ice breath, extinguishing the flames instantly. The moth alien then phased through every level of the building, freezing flames left and right. But as he got to the lower levels, he noticed something in the room.

A HYDRA Agent, or more accurately what was left of one. Ben was no stranger to dead bodies, but it still made his stomach churn seeing one. But as the Alien Avenger looked over the corps one more time, he noticed that it was slashed in several places, like some wild animal mauled the man, even his weapon wasn't spared from the attack as it was cut to pieces.

Seeing this made Big Chill think who or what could have done this, an escaped experiment? Another Hero with a questionable moral code? Or something else entirely? Either way, he now realized why this base was going up in smoke. Someone beat him to it.

Checking around the place, Big Chill theorized that he had slowed the fire down enough to allow the proper authorities arrive and finish up. He then tapped the Ultimatrix dial once more. "KICKIN HAWK!"

Once the transformation was complete the Bird-like aliens sharp eyes picked up many more details around the room as he searched the layers of the burning building, searching for any signs of life. However that searched seemed to be in vein as no one Kickin Hawk found was still alive after their encounter with the unknown attacker.

But as he got closer to the ground floor, he heard a scream of pain down on of the halls. Homing in on the source, Kickin Hawk raced down the hallway, moving like a blur as his powerful legs allowed him to easily build speed. He then heard the sound of gunfire from an energy rifle from behind a door at the end of the hall, he then ran up to it and quickly kicked down the door. But once he entered, he saw the body of a HYDRA Agent fall down dead at his feet, his body the same as the others. Kickin Hawks chest tightened, the only thing that kept him from breaking down at this point was convincing himself that these men were evil and that they would have committed several murders themselves in their lifetime. But that still didn't mean they had to die.

Kickin Hawk looked up to see the attacker, then blinked in surprise. The attacker was not at all what he expected. From the carnage left in his wake, the alien Avengers was expecting some large savage monster. Not a petite humanoid being in a full body suit. The person wore all black with a mask that covered its face. The suit itself was slightly bulky in some areas, but slender in others. Making gender hard to distinguish. The mask had to small openings for the eyes to see through that had a slight red glow to them. But what really caught Kickin Hawks attention, was its gloves. Not because they had bloodstains on them, but each glove had a pair of silver blade extending from the knuckles. Kicking Hawk had only ever seen those kinds of claws on one person.

"Wolverine?" Kickin Hawk said allowed in confusion. The unknown person flinched at the mention of that name.

While the lenses made it impossible to see the attackers eyes, Kickin Hawk could tell the person was sizing him up. So in response, the alien hero got into a fighting stance.

"Ok who ever you are. You're clearly not Wolverine and you obviously have a grudge against HYDRA. Who are you and what are you doing here?" Kickin Hawk questioned.

Faster than most people could react, the unknown being then leaped forward, claws extended intending to stab the alien hero in the chest. But Kickin Hawk easily sidestepped the attack and brought his knee into the assailant's gut, winding them. He then shoved the person away from him and paced around it.

The person groaned but quickly stood back up, facing the teen hero and then charging again. If Kickin Hawk was being honest with himself, he was having a lot of trouble dodging this person's attack. The speed, the skill, the ferocity, it was like nothing he'd ever seen before. The only other time he'd felt like this was during his fight with Wolverine. But that was only a sparing match and even then Ben had trouble dealing with the clawed mutant. Ben didn't even want to imagine what the savage Mutant would do to him if he fought him for real.

As it was this person was really giving Kickin Hawk a work out with its attacks. But even a deadly fight for his life, couldn't stop him from making his signature quips.

"So what's your deal huh, Wolverine fetish?" He quipped, avoiding another slash. "That's cool and all, not judging. But you might wanna do a recount. The dude has three claws." This banter only seemed to enrage the person further as it started slashing more wildly and intensely. It then sent a kick to the alien's face, which he easily caught. "Why don't you take this seriously and pop that third claw. Cause this is just too…" SHINK Kickin Hawk's eyes widened as a blade shot out off the assailants boot, stretching across the aliens beak, missing his face by centimeters.

"Close." The alien finished with a squeak in his voice. He then dropped the leg and reeled back as the assailant crouched in a fighting stance, the blade in her boot still extended, but then a second blade extended out of her other boot, giving the being a total of six blades, two in each arm, one on each foot. The being then launched forward again slashing at the alien with all six blades.

Eventually Kickin Hawk was able to give himself enough distance to see an opening to his attackers onslaught, and in one swift motion, Kickin Hawk delivered a roundhouse kick to the assailants face, catching the fabric of its mask on one of his talons, tearing of the mask as the person was knocked to the ground.

The alien looked down at the being as it looked up at him, his eyes then widened by what he saw. A girl around his age with pale white skin, flowing black hair and green eyes. A cut was on her cheek from where Kickin Hawks talon scratched her. But to his surprise, the cut began to heal instantly, soon the wound disappeared like nothing happened. Kickin Hawk just looked at her with a stunned expression.

The girl then narrowed her eyes and snarled at the Alien Avenger. She then got to her feet and charged at him once again. Kickin Hawk moved to intercept her, blocking and countering her attacks with his enhanced skills and agility. Eventually the two locked claws and talons, glaring into each others eyes.

But at that moment, Ben saw something he did not expect to see. From the carnage he'd seen this girl cause on his way here and experiencing the way she fought, he expected her eyes to be a reflection of Him. And to most people, that's exactly what they would see. But to Ben, he saw a spark within those cold eyes, a fleeting remain of passion and life. She may have the look of a stone cold killer, but Ben could see a struggle going on inside her. She wasn't angry, she was sad.

This momentary distraction was enough for the girl to seize the opportunity and slash Kickin Hawks upper thigh with her foot blade. The Alien Avenger hissed in pain as he released his hold and kneeled down, clutching his injured leg.

The girl saw her opening and leaped at the Alien once more. Seeing the incoming attack, Kickin Hawks instincts took over. He slammed his hand into the Ultimatrix dial and a bright green flash, erupted from the dial, blinding the girl.

"TERRASPIN!" The girls eyes widened at the sight of the new alien. Then in one fluid motion, Terraspin leapt into the air and assumed his fan form, unleashing a powerful blast of wind that knocked the girl away and sent her flying into the wall.

After a few moments, Terraspin stopped his attack and returned to his normal form, hissing in pain as his leg was still injured. The girl dropped to the floor and locked at the turtle alien with wide eyes. Terraspin returned the girls gaze and noticed that his attack had swept up the debris on the floor, sending them flying along with the girl, which had then hit her and damaged her suit along with injuring her as well.

"I'm sorry. That was a reflex. I didn't mean to…" Terraspin tried to apologize. But the girl narrowed her eyes and snarled, before running to the closest window and jumping through it.

"Wait!" Terraspin called out in a panic. But it was too late, the girl busted through the glass and disappeared out the window.

Terraspin rushed to save her, diving after her. But due to his massive bulk, he ended up taking half the wall with him. He then assumed his fan form and stated flying after her, but to his surprise, the girl was nowhere to be seen. It was as if she had vanished into thin air.

Terraspin flew to the closest building and landed on top of it. Looking around, but finding no sign of the mysterious sad girl. The look in her eyes still fresh in his mind. He couldn't shake it, he had to know.

"Who is she?"

A few moments latter Ben was still at the roof top, having turned human after using Swampfire to heal his cut leg. Now the teen hero was on his phone, dialing a number. That girl had many characteristics and powers similar to one other person he had met. If anyone would have answers to who she is, it was him.

After the phone droned for a few seconds, a gruff voice finally answered. "What."

"Logan. It's Ben."

"Oh. Hey kid, why are you calling?" Asked Wolverine.

After the ordeal on Genoshia, Ben had become quick friends with the X-Men, Iceman and Kitty especially. Wolverine was still a little stern, but even he became friends with the teen hero, saying he was always welcome in the X Mansion and even gave him a number to call him on in case he needed to.

"Well, it's kinda hard to explain." Ben responded uneasy.

"This isn't an interrogation kid, just say what you need to." Logan growled on his end.

Ben closed his eyes and sighed. "Do you have any kids running around the city I should know about? Especially female ones with claws in their feet?"

There was a long pause from Wolverine; it was so quite Ben almost thought the signal was lost. Then suddenly he heard a sigh.

"So you met her huh?" Logan asked.

"You know who she is?" Ben questioned.

Another pause followed. "You remember how I told you about the facility that gave me the Adimantium that covers my bones?"

"How could I forget?" Ben responded. During some of the times where Ben would hag out with the X Men, Ben and the other would often share stories of past adventures. One of the ones that Wolverine told was how an agency called Weapon X, recruited him and tried to turn him into a living weapon, brain washing him, erasing his memories and then coating his bones in an indestructible metal called Adimantium. Ben shivered at the thought of someone going through that. The fact that Wolverine resisted and escaped only made look more impressive in the teens eyes.

Wolverine grunted as he continued. "Well turns out, those guys still had samples of my DNA. And after screwing with it for a while, they eventually made a functional clone. Named X-23."

Ben's eyes widened at what he was hearing. "You mean that girl… She's your…"

"Yep. She's my clone." Logan stated. "Don't know what science mumbo jumbo they did to make her female. But all I know is that she's mine."

Ben was still reeling from the shock. Wolverine had a female clone. That was beyond surreal.

"What happened to her?" He eventually asked.

"They did their best to turn her into a weapon like me." Logan said, anger starting to sneak into his voice. "They denied her any compassion or form of a childhood. They just drilled her and tortured her until she became the perfect killing machine."

Ben's hand clenched in anger how could there be a monster alive that would do that to a little girl.

"But like me she escaped." Logan continued. "She came to the X Mansion looking for me, cause she blamed me for her hellish life. I stopped her, but SHIELD showed up before I could offer her to stay. Haven't seen her since."

"Well she was slashing up a HYDRA base when I found her." Ben explained. "She could be searching for something. Maybe I…"

"Kid listen to me." Logan interrupted. "You should stay away from her. She's dangerous; unlike me her humanity is surprised. She'll kill you if she gets the chance."

Ben's eyes hardened as he heard Wolverines warning. While his head told him to listen to the Mutants words, his heart had another idea.

"Logan, you didn't see what I saw in her." Ben said. "There's a spark inside her. I can't explain it. But I know I have to help her."

Logan paused for the third time and for a while Ben could only hear his breathing.

"You're gonna go after her no matter what I say aren't you?"

Ben smirked. "Logan buddy, you should know by now that there's no stopping me once I made up my mind."

Logan then sighed. "Alright kid, but keep your guard up."

"Thanks Logan, say high to the others for me." Ben then hung up the phone and activated the Ultimatrix. After finding the alien he wanted, he jumped off the building and slammed the dial down. In a flash of light, Ben transformed into a werewolf like alien. It had grey fur, a long flowing mane, and a large bushy tail, with three sharp claws on each hand and foot. The Ultimatrix symbol on it's lower stomach.

"BLITZWOLFER!" the alien roared in a deep voice. After landing in the ally next the building that was the former HYDRA base, Blitzwolfer crouched down on all fours and started sniffing the ground. Using his heightened canine senses, the werewolf alien was able to pick up the scent of blood. Blitzwolfer then followed the trail as it lead him to a sewer grate. He then removed it and climbed down, he then followed the scent down miles of tunnels. It was at that moment that he noticed that the scent was fading slightly, almost as if someone was intentionally trying to cover their scent to prevent being tracked. While that move would work on most beings, Blitzwolfer's senses were way stronger than earth canines so he could still follow the trail. Eventually he came to a rundown, abandoned subway station.

What caught the alien's eyes was a dim light in on corner of the abandoned station. He cautiously approached the light and saw the remains of a crude campsite. A raggedy sleeping bag was splayed out on the floor; tattered clothes and moldy food scraps littered the area. It looked like a homeless persons camp. But then Blitzwolfer saw something lay out of the edge of the light. Upon further inspection, he saw that it was the body suit of the girl, X-23.

Suddenly Blitzwolfer's sensitive ears picked up movement above him. Looking up, he saw the cloned mutant, diving towards him with her claws raised. The alien hero dove out of the way and the girl slashed the ground where he was standing. After standing up and facing him, she prepared to attack again. That's when the alien hero saw that her outfit had changed to a pair of skintight leather pants and tight black sports top that showed off her midriff. Before she could attack, Blitzwolfer raised his hands in surrender.

"Wait!" he called out, causing to girl to momentarily stop. "I don't want to fight you. I just want to talk. Look." He then tapped the Ultimatrix dial and turned back into Ben in a flash of green light. The female clones eyes widened slightly, but quickly returned to her cold stoic demeanor.

"See." Ben said, hands still raised. "No powers, no tricks. Just you, and me talking. That's all."

For a long time, neither side moved. The girl kept her glare on the Teen Hero and he kept eye contact with her. Suddenly the girls nose screeched up as she started sniffing the air. She then cautiously took a step forward, still sniffing the air as she approached him.

Ben didn't move as he held his ground. While any other person would have tried to move away or take a defensive stance. Ben held still, letting her come to him. She eventually came within arms length of the teen hero, still sniffing him like a dog, encountering a new thing. Ben just hoped that she wouldn't attempt a dogs greeting.

Suddenly she stopped sniffing and Ben could hear the sound of claws being retracted. Ben gave her a small smile, when suddenly she grabbed him and slammed him against the wall, the claws in her left hand unsheathing ad she held the blades under his chin. She glared at him with her cold eyes, but at the same time, Ben could see a hint of curiosity within them.

"Who are you?" She asked, speaking for the first time.

"Benjamin Kirby Tennyson." He replied, using his full name, which he hardly ever does. Despite having metal blades under his chin, Ben kept his calm demeanor as the girl interrogated him.

"Why are you here?" She asked again.

"To talked to you?" Ben responded.

"Why?"

At that question, Ben looked into her eyes. "You're eyes. Why are they so sad?"

That question seemed to shake her slightly. But her gripped then tightened and she pushed her claws a little closer. "That does not answer my question."

Ben could tell she was in no mood for games, in fact she may not even know what a game is, all he could do was be honest with her.

"I came here because I want to help you."

In response, the female clone raised an eyebrow. "Help me? Why would you do that? What do you want from me?"

"I don't want anything." Ben stated. "All I want to do is get to know you. People say you're dangerous."

"They're right." The Female Clone stated. "You should have listened to them."

Ben smirked. "If you really were as dangerous as people say you are. You would have gutted me the second I dropped my guard."

The girl gazed at him curiously for a moment, then Ben felt he claws move away from his neck and slide back into her knuckles. She took a tentative step back and looked him over curiously.

"You really don't want anything from me?" She asked.

Ben shook his head. "Why would I?"

She then dropped her gaze. "Most men I've met seemed to only want one thing from me."

Ben then felt her hand brush up against his downstairs area. Alarms immediately started blaring in his head as he yelped and moved away from the clone girl, his cheeks turning red from the intimate contact.

"Whoa NO!" Ben yelled in a panicked tone. "No way, nothing like that. I am not interested in you like that. I have a girlfriend." He started clearly, his face still red.

The girl simply raised her eyebrow in response, but didn't say anything. She then turned away from him and walked back to her campsite. She sat down and pulled up her sleeve of her right arm . Ben curiously watched as she then extended one of the claws in her left hand and cut an X shape right into her arm. Ben's eyes widened at the act, but he didn't judge her. After all, whatever she went through at Weapon X, self-harm seemed to be her coping mechanism.

Cautiously Ben made his way over to where she was sitting and chose to sit down opposite her. He watched quickly as she carved a series of X's up her arm, the ones she'd done earlier were already fading due to her healing factor.

After a few minute of nothing but quiet, Ben heard a small grumble coming from the Female Clone. She made and uncomfortable face and placed a hand against her stomach. Seeing this Ben quickly figured out what was happening.

"You hungry?" He asked. She looked up at him but said nothing. "You know, there's a great burger place that's not to far from here. Wanna go and get something from there? I promise nothing bad will happen."

Ben then stood up and held out his hand to the mutant girl. She then looked at the hand and then up at him, narrowing her eyes.

"Why should I trust you?" She snarled at him.

Ben shrugged. "Guess you just have to role the dice on this one."

The girl glared at him suspiciously, then slowly got to her feet and picked up a black jacket from the floor. "If you try anything, I'll slit your throat." She threatened and then started walking away. She then stopped and looked back at Ben. "Aren't you coming?" She asked.

Ben smirked as he walked after her. "I never got your name?"

"Because I did give it." She responded coldly.

"Hey come on, trust is a two way street. I gave you my name." Ben said.

The Clone stopped for a second, not turning around. "X-23." She answered.

"Is that your real name?"

"It's what you can call me." X-23 simply sharply stated.

It's a start Ben thought to himself.

Sometime later, the two teens were sitting in a booth in a diner. Currently the two sat opposite each other in silence. Ben had a friendly smile on his face while X-23 kept her stoic expression. Ben noticed her arms moving under the table, which Ben could only assume she was harming herself again.

Not wanting to stare he decided to try and get her talking. "So what brings you to New York?"

"Personal reasons." Came the teen mutants vague response.

Ok this isn't going as expected Ben thought to himself as he shifted awkwardly in his seat.

Just then the waiter came over to their table. Ben looked up to see it was an elderly man. But something about him seemed familiar. With silver hair that was combed back. He wore square rimmed glasses over his eyes and a silver moustache on his upper lip.

"Hey there whippier snappers. I'm Stan and I'll be your waiter tonight." The elderly man said as he held up his note pad.

Ben looked at the man for a brief moment in confusion. He could have sworn he'd seen this man before but couldn't, but for the life of it, he couldn't remember where.

"Do you kids need a moment?" Stan asked.

Realizing he had probably been staring for too long. Ben cleared his throat and quickly glanced at his menu. "Um I'll have the Cheese Burger with the Banana Berry Smoothie."

Stan nodded and wrote down the order in short hand. "And for you, young lady?" He asked X-23.

The female clone, didn't make eye contact as she shifted in her seat. I was clear to Ben that she was uncomfortable, so he decided to step in. "She'll have the spicy chicken with extra hot sauce."

Stan raised an eyebrow at the order but wrote it down anyway. "Ok that's one burger with a smoothie and some inferno wings. I'll be back with your orders in a jiffy. Excelsior!"

That final word finally put the last piece of the puzzle in place for Ben. It was the Hotdog vendor he talked to when he first met Spider Man. Why the same guy was working in this place did confuse the teen slightly. Maybe the guy needs the extra cash. He thought. But Ben pushed that thought aside when he noticed X-23 glaring at him.

"Why did you do that?" She asked him, clearly referring to Ben ordering for her.

Ben shrugged. "Just wanted to help make things more comfortable for you."

"Why are you so intent to help me?"

"Because that's what I do. I help people." Ben responded.

X-23 paused for a moment and leaned back in her chair, crossing her arms and avoiding the teen heroes eyes. "I don't need your help. I don't want your help."

"Then why are you here?" Ben asked. X-23 returned her gaze to the Alien Avenger, who smirked at her. "You didn't have to come here with me. You could have just told me to leave and I would have turned my back and walked away. Yet here you are."

X-23 looked away from him for a moment, apparently pondering the thought herself. Then she locked her eyes with his once more. "I can't figure out how to kill you."

Over the years Ben has heard women say some ridiculous things to him. From saying their destined to be together all the way to saying they want to keep him as a pet. But what this girl just said to him blew all those other ones right out of the water.

"I'm sorry. Whaa?"

X-23 looked away from his stunned expression and looked out towards the few people that were in the diner. "The facility that made me. They wanted me to be the perfect weapon. They forced me to want to kill on sight. So now, every time I enter a room. I instantly calculate the best way to kill everyone within it." She turned to Ben; her cold eyes now had a flicker of curiosity in them. "But when I fought you. I calculated the best way to kill you, but then you changed and my strategy was thrown off. You're an anomaly, I can't seem to think of a way to kill you."

Well that certainly wasn't what anyone would expect to hear in a diner at night. But then again, Ben's life was far from normal and this girl was as far from normal as you could possibly get.

"So what does that mean?" He asked her curiously.

For a while X-23 didn't say anything. Then she looked down at the glass of water in from of her and her expression softened a bit. "Maybe you could be the one that could finally kill me."

The color from Bens face drained and his heart rate skipped a beat. This girl was asking him to kill her. What kind of request was that? How could anyone ask that of another person?

Not wanting to make a seen, Ben closed his eyes and took a deep breath. "Why would you ask me to do something like that?"

That's when he saw it, the sadness and depression that has been buried in the back of her eyes for the entire time he'd been with her, finally came forward. While her face remained neutral, her eyes protected so much pain and sorrow that it almost hurt to look at them.

"I was created to be a weapon." X-23 said. "I was beaten and tortured so that I wouldn't feel anything. And they succeeded. They made a special trigger scent and when I breath it in, everything goes dark and when I wake up, everyone is dead." The pain became more intense in her eyes, she looked on the verge of braking down, but held strong. "I'm to dangerous to be kept alive. And after everything I've done. I deserve it."

Ben felt nothing but sympathy for the girl opposite him. He could see from her expressions, albeit subtle ones, that something happened involving that 'trigger scent' that affected her personally. But out of respect to her, Ben did not pry.

"Even if I could do that. I wouldn't." Ben stated firmly, causing the teen mutant to look at him. "Every life has value, it's not our job to decide who lives or who dies. But it is our job to protect the people of this world. To give hope to those who have none."

X-23 then scoffed in response. "Hope is an illusion." She said crossing her arms. "A dream that makes people believe that things can get better. But it never does."

"Oh it exists alright." Ben simply responded leaning in, placing his arms on the table.

"How are you so sure?" the clone asked.

The Teen hero then gestured to her arms. "Well for starters, you haven't cut yourself in the last 5 minutes."

At the mention of her arms, X-23 immediately looked down with a surprised look. Her sleeves were still pulled up, but there were no healing wounds. Usually her arms were constantly healing scares that she her self had inflicted upon herself. Yet for some reason, she neglected her usual practice.

"Hope is not about believing things can get better. It's inspiring others to work to make things better."

X-23s hands trembled a little at the Alien Hero's words. For a moment, she almost believed that what he was saying was true. But she then shook her head and placed her arms under the table. "I can't. I was made to be a weapon. That's all I can ever be."

In response, Ben placed his left arm on the table and pulled back the sleeve, revealing the Ultimatrix. "You see this?" He said to the dark teen. "When I first got this thing, everyone was telling me that it was the most powerful weapon in the Universe. The most dangerous being came from all around, trying to get it so they could rule the galaxy."

"But then I learned that the creator, designed this watch to be a tool to bring peace and understanding to the beings of the galaxy. And I use it everyday in a way that it became more than it was ever intended for."

Ben then gave the cloned girl a hard look of determination. "Look all I'm saying is, Who cares what those creeps think? They don't decide who you are, you do. You are who you choose to be."

Those words seemed to resonate within the Teen Mutant as Ben could practically see the gears turning in her head. After a while, she eventually met his gaze and the corners of her mouth began to twitch as if attempting her first smile.

Suddenly her features dropped and her eyes widened in shock. Quicker than anyone should have been able to react, X-23 launched herself across the table and tackled Ben out of the booth. What followed next was a blur for Ben. He remembered a bright flash of light, followed by the building shaking, followed by bricks and dust flying everywhere. Then everything when dark.

Ben groaned as his head pounded in sink with his heartbeat and his ear rang like someone banged a church bell with him inside it. He tried to move, but felt something heavy keep him pinned to the ground. Ben opened his eyes to see dust and debris everywhere, with a few small fires scattered around. The diner was in shambles with several people lying on the ground unconscious, running for their lives or helping those that where unconscious to safety.

Ben moved his head and saw that he was partially buried under some rubble, pinning him to the ground. He then noticed movement in front of him. Looking out he saw X-23, her back was to him but he could see that her clothes were torn and her claws where out. She stood in front of him in a fighting stance in front of the destroyed wall of the diner.

Then, out from the gloom, came a group of figures. Most of them wore uniforms that resembled Special Forces combat gear, but they wore helmets that had three optics that glowed red, making them look very intimidating. But the person at the head of the group was very different.

She was a woman, about average height, with tan skin that complimented her flawless features. She wore a skintight body suit that was primarily black and grey, with a window in the chest area that showed off her voluptuous bosom. She had an assortment of weapons lined around her outfit, all appeared to be highly advanced. She had raven hair and green eyes that seemed to gush a remorseless killer attitude.

The Woman grinned as she walked in front of her soldiers and stared at X-23 with savage glee. "Hi X. Miss me?" The woman greeted as if they where old friends, but Ben could see the malice in her eyes.

The woman then briefly glanced at Ben and smirked before returning her gaze to X-23. "Well look at you putting yourself in harms way for someone else. Where did you learn such nobility? I don't remember you taking that class at the facility. But arrogance always was your problem, wasn't it, Clone." She punctuated that last stamen harshly, like she was trying to emphasis that she wasn't a real girl.

Ben's eyes narrowed at the woman. But before he could say anything, X-23 spoke up. "This has nothing to do with him, Kimura! You're after me, so leave him alone!"

The intensity in her voice, mixed with the death glare she was giving the older woman, made a few of the soldiers take a tentative step back.

Kimura however just giggled. "Aww so you've found yourself a Boyfriend, have you, X. I'm impressed… But you've got a lot to learn about first dates." She then glanced in Ben's direction and winked at him. "Keep watching, handsome. You don't want to miss this."

Kimura then gestured for her men to back of and she put up her fist in a fighting stance, challenging X-23. The mutant girl obliged by charging straight for the woman. As she got close, she send her claws forward in a blur, but Kimura just side stepped her and kneed her in the gut. X-23 coughed up some spit as Kimura then grabbed her by her hair and slammed her face into the rubble.

X-23 grunted slightly as she pushed herself back to her feet, her lip bleeding, but her ferocity remained strong. Kimura on the other hand, looked sinfully smug as she gestured for the Clone to try attacking her again. X-23 snarled at her and charged once more, swinging her claws in a wide arc. But instead of dodging, Kimura held up her arms and stopped X-23s blades with her bare skin.

Ben was shocked at what he was seeing. He had seen Adimantium slice right through Diamondhead's body like hot butter. But this woman's skin wasn't even slightly damaged from X-23s blades.

A sinister grin spread across Kimura's face as she slammed her forehead into X-23s face, breaking her nose in the process. She then grabbed the teen mutant b the throat and threw her to the ground once more.

"Stupid Girl. You could never stand up to me. After what you did you me the last time we met, your lucky I don't reach through your skull and pull out your brain. But unfortunately the Professor wants you back alive. And I guess that's fine. After all, it means I'll get to play with my favorite toy a little longer." Kimura said as she pummeled X-23 to the ground savagely.

Ben watched the fight in shock. He'd witnessed X-23 fighting first hand. To see her loose this badly to this woman, was certainly a shock. But that shock quickly turned into rage. No one hurts his friends. Pulling his arms free from the rumble, Ben activated the Ultimatrix.

Kimura smirked, as she pulled X-23 up by the hair. "Hope you enjoyed you little trip on the outside. Cause you'll never see it again." She said as she drew a knife from her belt and held it against t the Clones neck.

Suddenly a blinding flash of green light erupted from the pile of rubble the Clones boyfriend was under. Rubble then exploded outwards in all directions and Kimura's eyes widened in shock to see a being, that appeared to be made out of diamond, charge straight at her.

"DIAMONDHEAD!" the being yelled, as it slammed its' diamond fist into her face, sending her flying.

She landed in the rubble with a loud crash at the feet of her men. Thanks to her durability, she wasn't hurt by the attack, she was just mad. That thing interrupted her playtime. She was gonna make him suffer.

"Take him down!" She commanded. The soldiers immediately acted on her command and opened fire of the strange being.

But the bullets simply bounced right off the creature's skin. It then smirked and punched its hands into its fist. "Now lets see how tough you really are." He said as he prepared to charge. But suddenly, X-23 stood up and blocked his path.

"No. This is not your fight!" She snapped at him, wiping the blood from under her nose.

Diamondhead's eyes narrowed. He could see she was determined to face this Kimura person. The two obviously had a history. But that didn't mean he was gonna let her fight alone. "You take her, and I'll take the goons."

X-23 seemed hesitant at the Alien Hero's request, but nodded anyway. She then turned and charged Kimura again, Diamondhead charged the soldiers. The Soldier once again shot futilely at the nigh invulnerable alien as he swiftly punched the closest soldier, cracking his helmet and knocking him unconscious instantly. He then proceeded to grab the next pair of soldiers and slammed their heads together, incapacitating them as well. The remaining soldiers decided to try tacking the Alien Avenger and jumped onto him, trying to use their numbers to overwhelm him.

Diamondhead smirked, while he did give them props for their persistence. He couldn't help but laugh when weak villains actually try against him.

But that happy tone quickly shattered after what he just witnessed. Kimura, holding a beaten X-23 over her head with both hands. And then in a swift motion, she brought the clawed girl down on her knee hard. A sickening snap was heard as his the girls back was broken.

In that moment, a whole swirl of emotions filled Diamondhead's mind, Anger, fear, panic, the emotions crashed into him like rushing water. With a mighty yell, the Alien Hero flexed both his arms and sent the soldiers flying across the room. He then tapped the Ultimatrix dial once more.

"STINKFLY!" the bug alien yelled. As much as his heart was telling him to tear apart the evil woman for what she did to his friend, his instincts were telling him that he needed to get X-23 as far away from her as possible.

Stinkfly then opened his mouth and fired a high pressured stream of slime from his mouth. The goo blasted Kimura away, causing her to drop X-23, and slam her against the wall. The female mercenary tried to move, but the goo's adhesive features, caused her to stick to the wall like glue. The bug alien then flew over and scooped the injured clone in his arms and took off into the night sky.

After flying a considerable distance, Stinkfly could feel the bones within X-23's body start to mend themselves, and in a few disturbing pops, her spin was back to its normal shape. It was at that moment that X-23 started to regain her consciousness.

Stinkfly decided that they were a safe enough distance away, so he landed on the nearest rooftop and tapped the Ultimatrix dial turning back into Ben. He looked down at the girl who was still in his arms. She opened her eyes and gazed at him. He smirked, she scowled.

"Put. Me. Down." She snarled dangerously.

Ben obliged and lowered her legs to allow her to stand up. Once she had her footing, she turned to face Ben. Then punched him in the face.

"You idiot!" She yelled as he fell to the ground. "I told you to leave me alone! But you didn't listen. You just had to follow me. And now you're as good as dead!"

Ben groaned as he rubbed his sore jaw. "Hey if it wasn't for me, you wouldn't be here right now."

"I don't care about me!" She yelled in response.

"Well too bad, X. I care about my friends and I'll do anything to help them." Ben stated firmly.

X-23 grunted as her fists shook in anger. Her eyes refused to meet Bens. "We are not friends." She hissed back.

Ben felt as if he was just punched in the face again. Before he could say anything else, X-23 continued.

"Your just some annoying freak who wont stop following me." She snapped her tone getting harsher and harsher. "Now Kimura thinks I care about you and shell hunt you down to get to me. I told you to leave me alone. But nooo. The big hero has to step in to help save the poor damsel in distress. You make me sick. You don't care about helping me. You just want to feed your own ego and hope I give you a big reward as a token of my appreciation. Why don't you just go find some other promiscuous woman to seduce you pervert!"

Once she was done with her rant. Ben just stood there, stunned by the girls' verbal assault. Then his eyes hardened and he shot her a dirty look.

"Fine." He snarled. "You wanna be alone. Then BE alone. See if I care!" He blasted at her, before activating his watch and transforming. "BIG CHILL!" the moth alien, then took to the sky and disappeared into the darkness leaving the mutant all alone.

The teen mutant huffed as he left. But once he was out of sight, a look of remorse spread over her face. She bowed her head and closed her eyes. "I'm sorry, Ben." She whispered. "But I can't put you in danger any longer."

She then turned away and started making her way down the fire escape. One way or another, this ends tonight.

The warehouses by the docks, held hundreds of shipping containers, transporting products from all corners of the world. Right now the place was abandoned as the workers had all gone home for the night. But despite its vacancy, there was movement on the ground.

X-23 jumped from one container to the next, moving as smoothly and as stealthily as a shadow. Making sure to not set of any of the alarms. Not that it mattered as she knew that she would eventually be found. They always do manage to track her down.

After expertly scaling the sides of the building, she used her claw to cut the lock on the skylight and slipped in. she climbed down to the floor of the warehouse and stood tall in the center of the vast room, the moon casting light upon her from the open skylight. Closing her eyes, she took a deep breath in and exhaled. She then opened her eyes and glared into the darkness.

"I know you're there." She spoke to the dark. "I could smell you the second you got here."

The sound of heeled boots echoed through the building as the slim figure of Kimura stepped into the light, her sinister grin etched into her face. "Gotta love those heightened senses, hey X." She taunted as she stood before her prey. "What, your little boy toy didn't want to play."

X-23's eyes narrowed as she clenched her fists. "He's out of the picture. You need not concern yourself with him anymore. You have me now."

Kimura then placed her hand to her chin. "Hmm. Nah!" She responded, pulling out a crossbow. "You see, Clone. He knows too much now. He's a witness. And that's something Weapon X highly frowns upon and not just him. But that little family you stayed with back in San Francisco and all those little mutant freaks you met at that mansion. All of them will be hunted down and killed." As she spoke, X-23 started to tremble in rage as the tips of her claws started to push against her skin.

"But don't worry. It wont be the last time you see any of them." Kimura assured. Then grinned menacingly. "I'll be sure to bring that cute boy back with me so I can have a little fun with him before you watch him die."

At that moment, X-23 snapped. Her claws shot out from her knuckles and feet as she charged forward. Suddenly a barbed cable shot out from the darkness and impaled itself in her forearm. X-23 hissed in pain as a voltage of electricity surged through the cable, shocking her. Gritting her teeth, X-23 tried to march forward, but more cables shot from the shadows and stabbed into her, surging more electricity into her body.

Had it not been for her healing factor, she would have gone into cardiac rest. As such all she could do was mentally kick herself for allowing Kimura to manipulate her into ignoring her senses. X-23 grunted in pain as she fell to the ground, writhing in agony. After a few more seconds of mind numbing pain, the electrical surge ceased

The lights in the warehouse, flickered to life as it revealed at least a dozen armed soldiers, surrounding the teenage clone. Kimura smirked as she walked over to the fallen clone and pressed her boot against her head.

"Stupid Clone." She spat. "You chase away anyone who tries to help you. But then again it's quite fitting. Pour X-23, all alone."

At that moment, Kimura noticed that as she said that last word. Her breath came out if vapor form. It then started to register in her mind, just how cold it suddenly got within the warehouse. But that shouldn't be possible as they were nearing the end of spring. An eerie mist then started to gather just above the floor, swirling around the feet of everyone present. The Soldiers swiveled around, aiming their weapons in all directions, fear controlling their actions.

Kimura narrowed her eyes as she scanned her surrounding for any signs of what could be the cause of this unusual phenomenon. She then saw the mist swirl around a small patch of empty space.

"She's not alone." And eerie whisper of a voice suddenly spoke from nowhere. The air began to shimmer and a blue hooded figure, with green eyes and a skull-like face appeared before them.

"She's with me." Big Chill said in a deadly tone.

X-23 glanced in the aliens direction and her eyes widened. "Y-You followed me?"

Big Chill then smirked. "You think you're the first person to pull the get-mad-and-storm-off-act on me? Please."

Kimura narrowed her eyes at the blue alien. After seeing the diamond being transform into a bug creature, it wasn't hard for her to piece together who this being is. Swiftly she drew her crossbow and aimed it at the Alien Hero.

"Well let me be the first to say that I am glad you're here." She said sarcastically. "Saves me the trouble of hunting you down."

She then pulled back on the trigger and a steel arrow fired from her weapon. The projectile sliced right through the air on a collision course with Big Chills head.

But the assassins psychotic glee turned into shock as the projectile passed right through the alien as if he wasn't even there. Big Chill smirked as his cloak opened up, revealing it to be a pair of moth wings.

"Sorry, lady. But it's hard to hit a target that can go intangible." The alien taunted. "Why don't you cool off for a moment."

He then blasted freezing vapor from his mouth. Kimura quickly dodged out of the way, rolling across the floor as the frost blast missed her and hit one of the soldiers instead, quickly covering his body in a layer of ice, turning him into a statue.

The soldiers all looked at their comrade in shock. They then trained their weapons on the moth like alien and opened fire. Big Chill smirked and then sprung into action. Turning intangible to avoid the bullets, Big Chill used his ice powers to freeze every soldier he phased through, like an ice ghost of death.

In little to no time, the entire squadron of soldiers were all frozen solid. While the Teen Hero did not like freezing humans at all, he made sure that he only covered them in a thin layer of ice. That way they wont freeze to death, but they wont be able to run away either.

Satisfied with his work, Big Chill tapped the Ultimatrix dial and flashed back into Ben. The teen hero walked over to X-23, who was pulling the cables from her body. Ben grimaced at the sight of the bloodstained barbs and the holes that were slowly healing up on her body.

The Teen Mutant grunted as she pulled the last barb from her arm. She then looked up at the Alien Avenger, who smiled and held out his hand. She looked at the hand for a moment, then glared at the hero before slapping it away.

"I told you to stay out of this." She snapped.

Ben flinched at the harsh tone, as he rubbed his sore hand. "Hey I came back to help you." He defended.

"You can't help me! No one can!" She then gestured to the soldiers. "They will never stop hunting me. That's why I can never…"

She trailed off as she looked at the frozen soldiers and noticed something crucial about them. Her eyes widened when she realized what was wrong. "Wait, were is Kimura!"

Ben's eyes widened, he was so caught up in the heat of the moment, he completely forgot to check if all the bad guys were neutralized. "Oh man!"

The two then herd an evil laugh come from above them. They looked up to see Kimura standing on top of a nearby crate, holding something in her hand.

"How sweet." She said in a mocking tone. "You really have so much faith in her? Well then let's see how you feel when you see the real X-23."

Before Ben could ask what she meant. Kimura pulled back her arm and tossed what looked like a glass vial with a strange green liquid inside it. Ben instinctively raised his arm to shield himself and the vial crashed into him, shattering on impact and splashing the substance all over him.

At first Ben though it was some kind of acid or poison. But nothing was happening to him, he felt fine and no ill effect from the liquid at all.

"Huh, guess it was a dud?" He said allowed. Then a growling noise entered his ear. The Teen Hero, slowly turned to see X-23. Her head was lowered and her body stiffened. She sniffed the air and let out another, primal growl.

"X?... Are you ok?" Ben asked nervously.

X-23 then raised her head, revealing her eyes, which had changed from there usual green color, to blood red. Ben took a step back in fear, he could see no intelligent thought coming from her eyes anymore, they were now the soulless eyes of a bloodthirsty killer.

"X, snap out of it! What's wrong with you?" He called out, trying to reason with her.

However, instead of responding, the mutant girl roared and lunged at the Alien Hero. Ben rolled out of the way to avoid his head being sliced off and quickly got back to his feet, backing away from the Savage Mutant as he did.

Kimura chuckled from her seat as she watched the scene. "She can't hear you anymore. She's now exactly what they made her to be. A mindless killer. And once again, she's going to kill someone she cares about. Serves her right for disobeying her handler. After everything I did to stomp the free will out of her."

If Ben wasn't busy trying to stay alive, he would have punched the Evil Woman. But as of right now he was trying to put distance between himself and the mindless killer that used to be his sort-of friend.

As he narrowly avoided another slash, he suddenly remembered what she'd told him in the diner. "They made a special trigger scent and when I breath it in, everything goes dark and when I wake up, everyone is dead."

That must have been what was in that vial, Kimura threw at him, the Trigger Scent that makes X-23 loose control. Acting quickly, Ben activated the Ultimatrix and slammed down the dial.

"SWAMPFIRE!"

The plant alien grinned once the transformation was complete. He figured that Swampfire's natural body odor would be pungent enough to mask the aroma of the Trigger Scent and snap X-23 out of her blood rage. However that theory was immediately proven wrong as the Savage Teen stabbed her claws right into Swampfire's abdomen. The Mutant clone, roared as she slashed repeatedly at the plant alien, leaving deep scares in his body. Swampfire was eventually able to back hand her away and knock into the side of a crate with enough force to dent it.

Swampfire looked concerned for the Clone, as his wounds healed himself. But she quickly got back to her feet, completely unharmed. In response Swampfire blasted a stream of fire in the ground in front of him, creating a wall of flames between him and X-23.

This would buy him some time, to come up with a way to free her from the effects. His anxiety worsened, when he saw X-23 emerge from the wall of flames, her clothes singed and her body covered in third degree burns that were slowly healing.

Then an idea formed in Swampfire's mind. It was crazy, dangerous and incredibly stupid. Probably the stupidest thing he'd ever done in his life. But it was a risk he was willing to take. Slowly he walked backwards until he had his back to the sides of a crate. He then reach up and tapped the Ultimatrix dial… and turned back into Ben.

The Teens eyes burned with determination as he stared down the advancing assassin. "Ok X listen up! I know you can here me in there! So snap out of it!" He yelled. But the Clone kept advancing, showing no signs of hearing him.

Ben didn't move as he held his gaze with the Savage Mutant. She snarled once again and lunged at him, claws extended. Ben held his ground, then at the last moment, shifted his body to the side, causing one of X-23's claws to become imbedded in the wall of the crate behind him, just under his left armpit. But the other claw stabbed him right in his shoulder, piercing right into his flesh. Luckily for him, Ben managed to move so X-23 didn't his any of his vital organs, but the pain in his shoulder was still excruciating.

Ben gritted his teeth, desperately trying to hold back a scream from the agony he was in. But he fought through it and grabbed onto X-23 and held her in place to keep her from moving. The Savage Mutant tried to move away, but Ben's determination, mixed in with the adrenaline rush from being stabbed, allowed him to keep her in place.

It was at that moment that the flames from the fire Swampfire started, caused the sprinkler systems to go off within the warehouse. Water rained down throughout the building, drenching Ben and X-23 as they continued to grapple. Ben grunted as X-23 struggled a little more, before stopping and her red eyes met Bens green ones.

At that moment Ben seized his opportunity. "Look, X. you may not trust me… But I. Trust. You! You hear that X! I trust you with my life!" At that moment he released his grip and allowed X-23 to move away. She stumbled slightly and bared her teeth as she moved in closer to him and raised her claws. But Ben didn't move and his determination did not wither.

"You are who you choose to be!" He stated. "A weapon or a hero! You choose, X!" He then closed his eyes as X-23 prepared to stab her claws into his face. She then let out a blood-curdling screech as she thrust the blades forward.

"Choose."

Ben waited for a moment, he could still feel the cold sensation of the water hitting his face along with the sound of rain echoing through the warehouse. That could only mean that he was still alive. The Teen Hero opened his eyes to see two metal blades just millimeters from his eyes. Ben blinked at the sight, feeling his eyelashes brush against the cold metal.

The blades then moved away from his personal space and retracted back into X-23's knuckles. The Female Clone head was lowered, but she showed no signs of still being affected. Ben then heard her sniff and start to tremble. She then raised her head to look at him. Her eyes were still red, but not the same as before. They were a lighter shade and Ben could see the emotion in her eyes.

Suddenly X-23 couldn't contain herself anymore as she threw herself at the teen hero and wrapped her arms around him in a tight hug, crying into his chest. Ben was slightly taken aback by the sudden display, but his expression quickly softened as he returned her hug and slowly rubbed his arm up and down hers. Her could feel her tremble in the embrace as he continued to stroke her.

"It's ok, X. It's ok." He said softly. "Don't fight your feelings anymore. Just let it out."

X-23 gladly obliged, as she continued to sob into Ben's chest. Despite the pain Ben felt in his arm, he ignored it so he could comfort the Teen Mutant.

However the moment was interrupted but the sound of a gun cocking. Ben and X-23 turned to see Kimura with a gun in her hands and a disappointed look on her face. "Pathetic. But what can you expect from a clone. You were a failure from the start, X. I knew it the first time I laid eyes on you. A weak, pathetic, miserable…." She was cut off when a flash of green light erupted in front of her and a giant fist slammed into her face.

"SHUT UP!" a deep, powerful voice roared as the Mercenary was sent flying to the other side of the room.

Kimura slammed into a container with enough force to dent it. She shook her head and as her vision cleared, she saw the angry form of Diamondhead glaring at her. The Alien Hero was panting with rage as he glared daggers at the invulnerable woman.

"You don't get to speak to her like that!" He snarled. "In fact, you'll never talk to her again."

Kimura rubbed her chin and smirked. "That's some tough talk, Hero. But can you back it up?"

Diamondhead's eyes narrowed. "Let me show you." He then charged forward like the freight train.

The Mercenary's grin only widened as she charged to meet him. Then as they got close, Diamondhead sent a powerful right hook at her. But Kimura dropped to her knees and slid right under the blow and got behind the Alien Avenger. Diamondhead then turned around to face her, but was met by a strike in the face from Kimura's fist. Surprisingly the blow was powerful enough to knock Diamondhead off his feet and onto the floor.

Diamondhead groaned as he rubbed his chin, and saw to his added surprise that his diamond chin was cracked from the blow. The Alien Hero was stunned, from the hit he could tell that the woman had above average strength, but not nearly enough to be able to damage him like that.

Kimura chuckled as she saw the surprised look on the hero's face. "Pretty sweet huh? I was made to counter X-23, so they gave me the ability to alter my density. My skin is indestructible. Not even the clones fancy claws can cut me."

She continued to smirk as the Alien Hero got to his feet. Diamondhead glared at her as he taped the Ultimatrix dial.

"ARMODRILLO!"

Kimura took a tentative step back at the sight of the new alien. But her confident demeanor didn't falter. "Get as big as you want. Sooner or later I'll find your weak spot. But I don't have one."

In response, the jack on Armodrillo's right arm, began pump and build up speed. He then cocked back the fist and sent the fist right at the Invulnerable Woman. Kimura held out her arms to block the attack, increasing her density to back able to take it. But as the fist made contact with her, Kimura was sent flying once more and impacted against another crate. However this time, she grunted in pain. The punch didn't just send her flying. It actually made her entire body shake like a small tremor went of in her body. Kimura then coughed and a trickle of blood came out. The Woman stared at the red stain in shock, never in her life had anyone ever made her bleed.

She was so stunned by the sight that she failed to see Armodrillo approach her until his massive hand grabbed her by the waist and picked her up. She stared into the burning emerald eyes of the armored alien with genuine fear.

"No weak spot?" The Alien taunted. "I figured it out the moment you started gloating. They may have made your outsides indestructible. But your insides are still as weak as everyone else's."

Kimura realized to late her mistake as Armodrillo started pumping his jacks while she was still in his hand. The power of the vibrations was so intense that she could actually feel her teeth rattling around inside her skull. She'd never experienced pain such as this; it was like an earthquake was going on inside her body, threatening to shake her apart from the inside out.

After what fell like several hour worth of intense pain, Armodrillo finally ceased the assault and dropped the Villainess and she crumpled to the floor, beaten and weak. She coughed and a trickle of blood came out, the Alien Avenger narrowed his eyes as he stood over her. Her eyes met his and, much to his confusion, she grinned at him.

"What are you waiting for? Finish me." She taunted. "What's the matter hero? Don't have the stones to do it?"

Armodrillo clenched his fists and cocked his right arm back, anger burned in his eyes as he glared at the woman. Kimura closed her eyes as Armodrillo roared as he sent his fist downward. The ground shock from the impact of the punch. Then everything went silent.

Kimura opened her eyes after feeling the impact, but she saw Armodrillo's fist, imbedded in the ground right next to her head. The Alien hero removed his fist from the crater and taped the symbol on his chest and turned back to human.

Kimura smirked. "Knew you didn't have the guts."

Ben merely scoffed in response. "Monsters like you don't deserve the easy way out." He merely responded. Then he leaned in close until he was looking directly into her eyes. "I'm gonna make sure that when your put away, they're gonna provide you with some entertainment." He then gestured to X-23, who was standing to the side. "I'm gonna send in a file every week, containing videos of her living a long and happy life. And you are young to spend the rest of your days knowing that you can never hurt her again."

Ben grinned at the look the Mercenary was giving him, pure hatred. Ben knew that nothing would get under a psycho's skin more, than knowing they can never torture their victims again.

The Teen hero then stood up and walked over to the Clone Mutant. "I'll call SHIELD. They'll be able to hold her until her new home is ready."

"You should have killed her." X-23 said, coldly.

Ben shrugged. "Maybe. But if I did, I would be no better than her. That's my choice."

X-23 seemed to ponder those words as she and Ben started to walk away together. Suddenly a scream sounded from behind them, Ben turned to see Kimura, somehow on her feet again, charging at the pair with a knife in her hands.

On instinct, Ben pushed X-23 out of the way and activated the Ultimatrix and slammed the dial down, not wasting anytime choosing what form he wanted.

"GHOSTFREAK!"

Still in the heat of the moment, Ghostfreak turned intangible and his body phased right into the attacking Assassin. The two bodies merged and Kimura's body twitched as the ghost-alien entered her body. Her eyes suddenly turned green as Ghostfreak now possessed her body. Ghostfreak was momentarily confused by this new situation, possessing someone's body was not something he usually took part in as it made him feel so uncomfortable taking control of someone. But in this situation, he acted upon instinct and had no control over the action. Either way, it was still wired.

Suddenly the possessed being heard a scream and turned to she X-23 lunging towards them, with her claws extended. Inside the possessed body, Ghostfreak could feel Kimura's instincts wanting to increase her density in order to block the attack. But in a split second, Ghostfreak decided to go in another direction. Ghostfreak then focused on Kimura's powers and lowered her density to human levels and leaned back slightly as he phased out of the Woman's body.

At that moment, X-23's claws made contact with Kimura's cheek and sliced through the skin. The Mercenary cried out in pain as she fell to the ground, clutching her face.

At that moment everything stood still. X-23 was frozen in place as her eyes widened in shock. Her arm and claws were still outstretched, with a small stain of blood dripping from the tip. She'd done it. After years and years of torment and failure. She'd finally managed to injure Kimura. All the training in the world couldn't stop the small grin from spreading over the teen mutants face as she watched the Evil Woman clutch her face in pain.

"Thank you, Ben." She whispered to the ghost alien. Who was floating near her, happy to have been able to help her.

It wasn't long before SHIELD arrived and apprehended all the villains present. Though they first had to thaw out and provide blankets to all the soldiers that Big Chill had thawed. Kimura was put in handcuffs and escorted to a SHIELD truck, now sporting a fresh scar on her once beautiful flawless face. The scar ran up her right cheek and through her brow missing her eye.

The Mercenary scowled as the Agents pushed her into the back of the truck. She sat down in the back of the transport with two other agents in the back with her. The door then shut and Kimura felt the vibrations of the truck as it drove away.

Kimura remained silent as she looked at her feet while the truck was in motion. She mentally cursed the Clone and that Shapeshifting freak. He humiliated her and causes her to loose her prey.

"I'll find you." She vowed. "I'll find your family, your friends and I'll kill them all. Starting with that Shapeshifting boyfriend of yours."

"Sorry to burst your bubble, sweet checks." The Agent sitting opposite her said, overhearing her mumbling. "But your little revenge deals gonna have to be delayed. By forever."

He and the other Agent then shared a laugh at the insult. Kimura said nothing as she was trying to focus. One thing she loved to boast about her powers is that she can make herself indestructible to all forms of attack. But what she didn't mention was that her powers could also go in the other direction. While it only works for one part of her body at a time, she was able to lower the density of her wrist to allow the handcuffs to slide right through them.

Kimura smirked as a sinister spark ignited in her eyes.

On a rooftop overlooking the warehouse X-23 looked down as she watched the truck carrying her most hated enemy drive away.

"She can't hurt you anymore." Ben said, standing a few feet behind her.

"She's resourceful, Ben. No matter how many times she's taken down. She always comes back." X-23 replied.

Ben then walked over and stood beside her. "Well if she ever does show up again. We'll take her down."

X-23's face remained neutral as her eyes continued to follow the truck until it turned the corner.

"So what happens now?" Ben asked.

"Weapon X has more Agents. They will never stop hunting me. I'll have to keep moving." She said glumly.

"You don't have to do this alone, you know." Ben said, causing the girl to look at him. "You have family and possibly friends in the X Men, they can help you. If you let them."

X-23 looked away from him for a moment. "I don't think I could ever fit in with them. I've been alone for most of my life. Everyone I've ever met has died, either by Kimura's hands or mine."

"Well Kimura's out of the picture and you were able to get break the Trigger scents control." Ben pointed out.

"No I didn't." X-23 stated. "The water from the sprinklers simply washed the scent off you. I had no control."

"That may be what you think. But I still have faith in you." Ben responded confidently.

For a moment the teen girl said nothing. She then closed her eyes and took a deep breath, as if mimicking Ben. "Did you really mean what you said? About trusting me?"

Ben placed a hand on her shoulder, turned her towards him and gave her a warm smile. "Of course I do, X. You are one of the strongest people I have ever met. I trust you with my life."

X-23 stared into the teen hero's eyes, as if searching for any hint that he may be lying. Ben smirked as he then reached into his pocket and pulled out a round disk like device, with the same symbol as his watch on it. He then handed the device to her.

"Here, this is a communication device that I made. It's linked to my watch and cannot be hacked. If you ever need help or just want to talk. You can call me on that and I'll be there." He explained.

X-23 stared at the device in her hands; she blinked a few times and looked up at the Alien Avenger. Then she threw herself forward and embraced him in another hug. Ben was taken aback once again; he doubted he would ever get use to receiving affection from someone who is as outwardly cold as her. But her would try to get used to it. He returned the hug and held her close.

"Laura." X-23 mumbled into Ben shirt.

Ben loosened his grip to allow X-23 to move away slightly. "Come again?"

"The woman who created me. Who was the only one that was nice to me in the facility. Her name was Sarah Kinney. Before she died, she gave me my name, Laura. Since she was the closest thing I had to a mother in that place, I took her last name to remember her." X-23 explained.

"Laura Kinney?" Ben said. The Clone nodded in response. Ben gave her another warm smile. "It's nice to finally met you, Laura."

Laura didn't respond. Instead she sunk back into the hug, finally accepting the Alien Shapeshifter as her friend, a tear rolled down her cheek as the sun started to rise. The dawn of a new day, to start her new life.

Ben smiled as he reflected to himself. From joining the Avengers, to meeting new friends and enemies alike, even finding a new love. It was starting to seem that everything was falling into place for Ben. He looked out over the city and watch the warm glow of the sun, light up the skyline.

There it is folks. My second favourite X-Man X-23 has made her appearance. Now for the record, I was intending for her to be Ben's love interest before the poll contest switched it to Ms Marvel. And this chapter was meant to be how the romance started. But Ive changed it to being the start of their strong friendship.

Now let me make it clear to everyone. There will be NO romance between Ben and X-23, there interactions will be that of close friends. While some actions can be misinterpreted as romantic feelings, that only due to X-23 not understanding social behaviour. So to sum up, Ben and X-23 are just friends.

Other than that, hope you all liked the chapter and that I managed to accurately portray each character correctly.

Special shoutout to by good buddy StarSaber21 for all his help on these chapters.

Until next time. CaptainRex75 Out!

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