Episode 5: The Rivals
(The episode opens in the mansion of the sorcerer known as Hex and his niece, Charmcaster, who we see has placed the unconscious body of her friend, Gwen Tennyson, on her bed after finding her in the previous episode. At that moment, Gwen regains consciousness as Hex and Charmcaster enter the room.)
Gwen (weakly): Where...where am I, and...and why is it so dark?
Charmcaster: My uncle doesn't want any "neighbors" seeing what goes on here. Morning, Gwenny.
(Gwen fully awakens as she sees a blurred outline of Charmcaster, realizing she's not wearing her glasses.)
Gwen (startled): Hope? Is that really you? Where are my glasses?
(Before Charmcaster can respond, however, Hex returns Gwen's glasses to her while giving her a mysterious drink.)
Hex: Drink that potion as you put those glasses back on, child. I have some questions I want you to answer.
(Slightly confused, Gwen complies with Hex's request as he pulls out a Charm of Bezel. Before Gwen can comment on this, the potion takes effect as shown by the now vacant expression on Gwen's face, prompting Charmcaster to glare at her uncle, who ignores her.)
Hex: I found this on your person. Where did YOU manage to find a Charm of Bezel?
Gwen (detached): A man named Michael Morningstar manipulated me into opening a chest containing that artifact and I decided to keep it after my cousin defeated him, partly out of curiousity and partly to keep Michael from using it again. So it's called a Charm of Bezel, is it?
Hex: Yes, and it can only be wielded by the inhabitants of Ledgerdomain, which brings me to my next question. How did you manage to escape from Ledgerdomain unharmed by Adwaita when my brother, Spellbinder, could not?
Charmcaster (angrily): UNCLE HEX!
Gwen (detached): I have never been to a place called Ledgerdomain, and I have never met a man called Adwaita.
Hex (startled): What?! You can't be serious, child. That's impossible!
Charmcaster (bitterly): Not really, Uncle Hex. That potion you gave Gwen forces her to obey you, so she's telling the truth. She has no choice.
Hex (angrily): SILENCE! Watch your tone, Charmcaster, because I will not be spoken to that way in my own home. AM I CLEAR?!
Charmcaster (bitterly): Yes, Uncle Hex. You treat my friend with respect and I'll show YOU your precious "respect".
Hex: Hmph, that will suffice, niece. This child is really your friend, then?
Gwen (detached): Yes. I've been a good friend of Hope's since her first day at my school.
Hex: Yes, Charmcaster made that clear, and that brings me to my next question. How did you know where our home was?
Gwen (detached): I didn't know.
Hex: Then why did my niece find you in a crater outside last night, and how did you end up in the crater in the first place?
Charmcaster (confused): Yeah...I'm curious about that too, Gwenny. I thought you were on a road trip with your grandfather and your cousin Ben.
(Gwen responds by transforming into her Anodite form, much to the shock of Hex and Charmcaster.)
Anodite Gwen (detached): I was on a road trip with Grandpa Max and Ben. I flew away and crashed here.
(However, before Hex or Charmcaster can comment on this, Hex's potion wears off prematurely due to Gwen's Anodite form purifying her body, which results in Gwen returning to normal before losing consciousness once more.)
Hex (shocked): Incredible...Charmcaster, did you know about this? Be honest with me.
Charmcaster (shocked): No, Uncle Hex. I never knew about this, I swear.
Hex: I believe you, my niece. Still, I need to look into this. I will be in my study if you need me, but do not disturb me unless it is important and make sure your friend does not leave this house. Am I clear?
(Hex leaves Charmcaster's room without waiting for his niece to answer, prompting Charmcaster to sit down at the foot of her bed as Gwen regains consciousness again, which doesn't go unnoticed by Charmcaster.)
Charmcaster: How come you never told me you were an Anodite?
Gwen (confused): Anodite? What...what's an Anodite?
Charmcaster: The Anodites were the deities of Ledgerdomain, the dimension I came from. In other words, you're a goddess.
Gwen (weakly): Wow...and here I thought things couldn't get any weirder than finding out my Grandpa Max used to be a space cop. Wait...did you say you came from...from another dimension?
Charmcaster: I did. It looks like both of us have kept secrets from each other, Gwenny. Why don't you fill me in first and then I'll fill you in, okay?
Gwen (weakly): Deal...but where do I even begin?
(We cut to the Rustbucket, where Julie Yamamoto is searching for Plumber tech while the Andromeda aliens are looking out the window and Grandpa Max is lost in thought, having set the Rustbucket to autodrive. Julie is distracted, however, when she notices some pictures of Ben and Gwen with their respective childhood friends taken when they were ten years old. Curious, Julie brings them to Grandpa Max, who doesn't notice her.)
Julie: Mr. Tennyson, can I ask you something?
Grandpa Max (startled): Huh? Of course, Julie. What is it?
Julie: I found these pictures. Two of Ben and one of Gwen. Can you tell me who they're with in the pictures?
Grandpa Max: I suppose so. May I see them, Julie?
Julie: Of course. Here you go, Mr. Tennyson.
(Julie gives Grandpa Max the three pictures; one of Gwen with Charmcaster and a wheelchair bound girl named Emily, one of Ben with a fair-skinned girl named Elena, and one of Ben with an olive-skinned girl named Kai, with the last picture causing a veil of sadness to come over Grandpa Max's eyes, which Julie notices.)
Julie: Mr. Tennyson, are you alright?
Grandpa Max (sadly): Fine. The girls in the picture with Gwen are Hope and Emily, her best friends since grade school, although I've only met Emily.
Julie: What about the girls in the pictures with Ben? Who are they, Mr. Tennyson?
Grandpa Max (sadly): Elena Validus and Kai Green. I knew their fathers, so we set up a play date between Ben, Elena, and Kai when they were four, and I don't regret it to this day.
Julie (cautiously): Elena and Kai's fathers were Plumbers, weren't they? Did Vilgax...did he kill them?
Grandpa Max (sadly): Vilgax DID kill Kai's father, and I assume he killed Kai too because her body was never found. I had to tell Ben they died in a house fire, but he was still pretty heartbroken. He and Kai were very close friends.
Julie (shocked): He never told me...
Grandpa Max (sadly): I'd imagine it's a painful subject for him...you won't tell him what really happened to Kai, will you?
Julie: No...it would probably be better if you told him, Mr. Tennyson. What about Elena? Is she dead too?
Grandpa Max: No, actually. Elena currently runs ValidusTech, a company specializing in nanotechnology that her father built after he retired before he vanished without a trace.
(Before Julie can respond, however, a familiar digitized voice begins to speak, startling Grandpa Max while Julie takes back the pictures of Elena and Kai before walking over to the Andromeda aliens, who she notices are not surprised by the voice.)
Iron Man: I've heard of ValidusTech. I don't think it compares to Stark Industries, but I'll give it brownie points for having a teenager as a CEO. Hey, can you pull over so we can talk?
Grandpa Max (startled): What the hell?
Iron Man: Cap just said to watch your language. Can you pull over? You're not in trouble. We just want to talk.
Julie (confused): Is that...
Pandor (dryly): The Iron Man? Yes, actually. Those Avengers have been following us all night. I think they want to talk.
Iron Man (deadpan): I would think I made myself pretty clear to you guys and your autodriving RV with a hybrid security system that is somehow vulnerable to hacking. I see you like Shag Carpeting, sir.
Julie (baffled): Huh? What's that supposed to mean, Mr. Tennyson?
Grandpa Max (flatly): It means we're pulling over because Iron Man hacked into the Rustbucket, Julie.
Iron Man (giddy): Yay! I'm glad we're in agreement, sir. Now let's talk, shall we?
(Guided by Iron Man, the Rustbucket drives off the highway and towards an open field where a Quinjet has just landed before stopping. Grandpa Max and the Andromeda aliens then proceed to exit the Rustbucket, where they see Captain America, Iron Man, Thor, Black Widow, Spider-Man, Spider-Woman, and Wolverine approaching them.)
Spider-Man: Hey, guys.
Grandpa Max (bluntly): Hey. Is everything alright? I don't mean to be rude, but I have to find my grandchildren.
Black Widow: We know, Mr. Tennyson. We apprehended the Green Goblin and the Sinister Six after you drove away in pursuit of your grandchildren.
Galapagus: What about Rojo and the bounty hunters?
Thor: Nay, my friend. After you left, the alien villains disappeared without a trace. Am I right to assume that was Vilgax's doing?
Bivalvan: Yes. Vilgax must have recalled them to his warship, the Galaxy Destroyer.
Spider-Woman (deadpan): The Galaxy Destroyer? That's not too ominous.
Iron Man (dryly): At least we know this Vilgax is honest about being evil. Hey, you guys don't mind if I look inside your RV while you fill us in, right? I'm going to look anyway, but I want to make sure we're cool about it.
Grandpa Max (baffled): Wait...what?
Captain America: Don't mind him. Iron Man's always like this. Wolverine will keep an eye on him to make sure he doesn't mess with your RV, Mr. Tennyson.
Iron Man (deadpan): You know me so well, Cap. We're going to leave the door open, so start filling us in, Mr. Tennyson.
Grandpa Max: I have the Rustbucket tracking the Omnitrix's signal, so I guess I can fill you Avengers in about Vilgax. Where do I begin, though?
Wolverine (bluntly): Just start at the beginning, bub. Can't make it simpler than that.
(Grandpa Max proceeds to take a deep breath before he begins to tell the Avengers everything that's happened while Iron Man and Wolverine enter the Rustbucket, where Julie is currently looking at the pictures of Elena Validus and Kai Green, which doesn't go unnoticed by Wolverine.)
Wolverine: I'm gonna talk to to the kid, Stark. Don't...touch...ANYTHING. Got it, bub?
Iron Man (distracted): Huh? Oh, yeah...yeah, sure. Go talk to the kid, Logan. I'm going to try and get to know the Rustbucket, alright?
(Ignoring Iron Man, Wolverine heads to the back of the Rustbucket and sits down next to Julie, who doesn't notice this until Wolverine introduces himself.)
Wolverine: Hey, kid. You all right?
Julie (to herself): Why do I feel like I've seen you somewhere before?
Wolverine (confused): Um...we kinda met yesterday, kiddo. Name's Wolverine.
Julie (startled): Huh? Oh, I was thinking out loud, Mr. Wolverine. I'm looking at this picture of Kai Green. Mr. Tennyson said she died, but I feel like I've seen her before.
Wolverine (intrigued): Oh? Where did you think you saw her, kid?
Julie: Shortly after Ben got the Omnitrix, he was captured by an anti-alien group called the Forever Knight and we broke into their castle to save him. While I was in there, I noticed a young Forever Knight girl training by herself while the rest of them fought...fought Ben and the others. She wasn't wearing a helmet, so I saw the girl's face, and I think Kai looks just like the Forever Knight girl.
Wolverine: Are you sure about that, kid?
Julie: I'm not entirely sure, Mr. Wolverine. I didn't really think about who that Forever Knight girl was at the time, but I swear she looked like Kai. At least, I think she does.
Wolverine (sternly): Well, I can't confirm a theory, so I wouldn't dwell on it unless you want to open a can of worms with Ben. Mind if I see that other picture, kid?
Julie: Of Elena? Sure, Mr. Wolverine.
(Julie shows Wolverine the picture of Elena Validus, which Wolverine notices has some unusual details that he points out to Julie.)
Wolverine: Is this picture blurred, kid?
Julie (confused): What makes you say that, Mr. Wolverine?
Wolverine: Look at Elena's eyes, kid. She has no pupils. Also, is it just me or are Elena's hands cracked?
Julie (bitterly): I didn't see that, Mr. Wolverine. Figures I HAVE to find a dark side to Ben's ex-girlfriends after I made him run away yesterday.
Wolverine (confused): Ben ran off so he wouldn't lose his cousin's trail, kid. How's that your fault?
Julie (bitterly): Gwen transformed into an Anodite because I got captured by Rojo. If I wasn't so damn helpless, Gwen wouldn't have flown away and Ben wouldn't have had to chase after her.
Wolverine (sharply): HEY! Listen to me, kid. The Avengers are gonna help you find Ben and Gwen, and I have the X-Men looking for them too. It's gonna be OK, kid. I don't want to hear you call yourself helpless, got it?
Julie (bitterly): Got it. Who are the X-Men, Mr. Wolverine?
Wolverine: I'm not just an Avenger, kid. I'm also one of the X-Men, a team of mutant superheroes, although you won't hear the media give US any praise. The X-Men are just as good at being heroes as the Avengers, and we're gonna do everything we can to help you guys.
Julie (sadly): Thanks, Mr. Wolverine. I just hope Ben and Gwen are okay.
(We cut to Ben Tennyson, who is speeding through New York as XLR8 in pursuit of his cousin Gwen after the events of the previous episode. Unfortunately, the Omnitrix begins to time out, much to Ben's chargin.)
XLR8: No. Not now, Omnitrix. NOT NOW!
Omnitrix (sadly): I'm sorry, Benjamin, but I'm out of power. I need to recharge.
(The Omnitrix times out, turning Ben back to normal as he collapses from exhaustion. Determined to find Gwen, however, Ben attempts to transform into XLR8 again after crawling onto the sidewalk.)
Omnitrix (sharply): STOP! What do you think you're doing, Benjamin?
Ben (weakly): I...I have to find Gwen. I need to...to turn into XLR8 again to...to do that.
Omnitrix (sharply): I understand, Benjamin, but I'm running on my reserve power. If you keep pushing me too hard, I will go into SDM.
Ben (angrily): Finding my cousin's more important right now, Omnitrix! Wait, what's SDM?
Omnitrix (sadly): SDM, also known as Self-Destruct Mode, Benjamin. If you keep on transforming without pause, you are going to DESTROY ME! You'll also lose your hand and be badly scarred.
Ben (shocked): I...I didn't know, Omnitrix. If I can't transform, though, how am I going to find Gwen?
Omnitrix: I never said you can't transform. Just let me recharge, Benjamin. I locked onto Gwen's Anodite energy signature last night, so we're not going to lose her trail. Just take it easy, Benjamin. We'll find her.
Ben (relieved): Aren't you a clever watch? What's an Anodite, Omnitrix? Are they aliens?
Omnitrix (proudly): I am clever, and the Anodites are indeed aliens. Aliens who are made of pure energy. Sadly, that means Anodites lack Standard DNA.
Ben (confused): Standard DNA? What does that mean?
Omnitrix: You currently have access to 17 of the 42 transformations available to me from Primus, the database planet that contains alien DNA samples it transmits to me when you activate me. Those samples are Standard DNA. Anodites lack Standard DNA because their DNA is made of energy. In other words, I cannot transform you into an Anodite. In fact, I am suppressing your Anodite DNA while I am bonded to you.
Ben (surprised): What?! I'm part alien?
Omnitrix: Yes. You and Gwen are part Anodite, although I didn't realize that until last night. I'm as surprised as you are, since I thought the Anodites were extinct.
Ben (cautiously): Extinct? How?
Omnitrix (sadly): Vilgax...17 years ago, Vilgax invaded Anodyne and exterminated the Anodites for reasons unknown to me. All I know is that it happened while I was being built, which is why my creator included an Anodite Locator in my systems...we should probably get up now.
(With a heavy weight on his heart, Ben attempts to get up, unaware that a young man named Kevin Levin has walked up to him until Kevin helps Ben stand up and introduces himself while returning Ben's dropped wallet AFTER taking Ben's pictures of Gwen, Julie, Elena, and Kai, which Ben doesn't realize until Kevin asks about them.)
Kevin: Need a hand, kid?
Ben (disoriented): Jesus! Why offer to help someone up if you're not going to wait for an answer...uh?
Kevin (dryly): I tend to do whatever I feel like doing, kid. Name's Kevin E. Levin, by the way. Here, you dropped your wallet, kid.
Ben (baffled): Oh. Uh...thanks, Kevin. I'm Ben Tennyson, by the way.
Kevin: Don't mention it, Ben. Who are the chicks, by the way?
Ben (confused): Chicks? What chicks?
Kevin (smirking): I found these pictures of some chicks in your wallet. Who are they, Tennyson?
Ben (angrily): In my...You had no right to pick my wallet, Kevin! Give me back those pictures NOW!
Kevin (sharply): Okay! Chill out, Tennyson. I was just curious.
(Kevin returns the pictures of Gwen, Julie, Elena, and Kai to Ben, who examines them with a mixture of concern, guilt, nostalgia, and sadness before telling Kevin who each of them are.)
Ben (softly): The redheaded girl with glasses is my cousin Gwen. She's a bit of a nerd, and we don't always see eye to eye with each other, but we're still pretty close despite only seeing each other during holidays. Hell, you found me on the ground because I ran all the way here looking for Gwen after...after she went missing last night.
Kevin (shocked): Damn! Most people normally call 911, Tennyson. You're one devoted cousin.
Ben (bitterly): I guess. The girl in the pink sweater is my girlfriend, Julie Yamamoto...I left with my Grandpa Max to find Gwen.
Kevin: Ouch. Hopefully she isn't too mad at you, Ben.
Ben (warmly): Hopefully. The girl in the red leather jacket is Elena Validus, one of my closest friends since childhood. We keep in touch, but I only see her on Valentine's Day because she's CEO of ValidusTech, a nanotech company her father built.
Kevin (baffled): WHAT! Is that even legally possible?
Ben (sadly): No clue. The last girl is Kai Green, my childhood sweetheart. I knew her as long as I've known Elena. Kai would be my age if...if she didn't die when her house burned down. I haven't told Julie...I'm afraid I'd tell her she reminds me of Kai, and I probably would because...because I still miss Kai.
(Noticing Ben's sorrow as he thinks about Kai, Kevin brings Ben into a nearby diner he likes to eat at, which Ben doesn't notice until they are seated and Kevin notices the Omnitrix.)
Kevin (softly): You hungry, Ben? There's this diner I really like on a good day.
Ben (flatly): I can tell, because you already brought me inside.
Kevin (grinning): Busted. That's a cool watch you have, by the way, Tennyson. Why does it have a peace symbol, though?
Ben (confused): Huh? What peace symbol?
Kevin: That green hourglass. My dad had a badge with that symbol. I asked him what it was, and he said it meant peace.
(Before Ben can comment on this, however, he notices an expression of fear appear on Kevin's face as three thugs approach their table, which Ben doesn't realize until Kevin tries to leave only to be stopped by the head thug, much to Ben's confusion.)
Kevin (nervous): On second thought, today's not a good day to be here, Ben.
Ben (confused): Huh? You alright, Kevin?
Thug Leader: Well, well, well. Look who's here, boys. It's the mutie con artist, Kevin 11. What do you think you're doing here, freak?!
Kevin (coldly): It's a free country, pal. Don't sweat it, though. We were just leaving.
Thug #1: What makes you think we'll let you leave here, mutie?
Ben (sharply): It's a free country. It's also not nice to call someone a mutie or freak.
Thug #2: Stay out of this, kid. This guy, Kevin 11, is a mutant and he ripped us off.
Ben (coldly): I can buy that he did that. That doesn't give you the right to call Kevin a freak, though.
(Touched by Ben's kindness, Kevin reluctantly touches a light over them, which confuses Ben until he sees Kevin absorb its energy, causing black rings to appear under his eyes as he redirects the energy at the thugs and KOs them, much to Ben's surprise.)
Kevin (bitterly): Nice you want to stick up for me, Ben, but I'm used to this kind of talk.
Ben (confused): That doesn't mean you have to take it...and why are you touching that light?
Kevin (sadly): Don't blink, Tennyson. Things are about to get crazy.
All 3 Thugs: Fat chance, fre-(thugs get KO'd)
Ben (astonished): Whoa! How did you do that, Kevin?! That was awesome!
Kevin (confused): I'm a mutant, Ben. I can absorb matter and energy...Aren't you afraid of me?
Ben (sincerely): No. Why would I be afraid of you for having powers, Kevin? You're still a human being, powers or no powers.
Kevin (bitterly): Not everyone thinks that way, Tennyson. We should leave now. I think I just saw someone call 911.
Ben (sternly): That is what most people normally do, Kev. Lead the way.
(Ben proceeds to follow Kevin out of the diner while getting ready to use the Omnitrix, with both of them whispering so Kevin doesn't hear them.)
Ben (quietly): How much power are you at, Omnitrix?
Omnitrix (quietly): 95%. Enough for five transformations, Benjamin.
Ben (quietly): That's good enough for me.
Kevin (nervous): Tennyson, we may have a problem here. Look up.
Ben (distracted): Huh?
(Ben looks up and sees that he and Kevin are surrounded by heavily armed soldiers from the Mutant Response Division, who assume Ben is a hostage of Kevin's as Ben activates the Omnitrix, much to Kevin's confusion.)
M.R.D. Commander (to Kevin): FREEZE! GET AWAY FROM THE KID!
(to Ben): Don't worry, kid. We won't let that mutant hurt you.
Kevin (scared): Crap. It had to be the M.R.D. that came...What are you doing with your watch, Ben?
Ben: Can you keep a secret, Kev?
Kevin (confused): Sure, man...assuming we can get out of here.
Ben (to Kevin): We ARE getting out of here, Kevin. I promise.
(to the M.R.D.): Now...Before we get started, does anyone want to get out?
(Ben pushes the Omnitrix down and transforms into Humungousaur, much to the shock of the M.R.D., as Kevin hides his surprise and absorbs the matter of the concrete pavement with a wicked grin on his face.)
M.R.D. Commander (startled): They're both muties?!
Humungousaur: I'm an ALIEN. If you're going to be racist, at least learn the difference between mutants and aliens.
Kevin (grinning): Ohohohoho, you guys are in SO MUCH TROUBLE!!!
(For the next few minutes, all hell breaks loose as Ben and Kevin overwhelm the M.R.D. soldiers effortlessly due to their respective powers, with Ben noticing how Kevin is taking down their adversaries with wicked glee. Before Ben can fully process what this means, Kevin alerts Ben to the presence of M.R.D. choppers closing in on them, much to Ben's chargin.)
Humungousaur: Hey, Kevin. Want to try going EASY on these guys?
Kevin (smirking): I AM going easy on them. Besides, there's more where they came from if you look up at the sky.
Humungousaur (irritated): Seriously?! You've got to be kidding me.
Kevin: Afraid not, and my place is past them. Only way I can see us getting out of here is if we fly.
Humungousaur (smirking): Flying, you say?
Kevin (confused): Yeah. You have any flying aliens?
(Ben responds by slamming the Omnitrix symbol on his chest, becoming Gravattack and telling Kevin to climb on his back, which Kevin does.)
Gravattack: I have a flying alien or two. Now hop on my back, Kev.
Kevin (grinning): Done. Now what, Tennyson?
Gravattack (smirking): We fly. Just hold on and point me to your place, Kevin.
(At these words, Ben hurls himself past the M.R.D. choppers, easily repelling their gunfire and pushing the choppers aside non-lethally, as Kevin directs Ben to an abandoned warehouse, much to Ben's confusion.)
Gravattack (confused): Hold on, you live HERE?
Kevin (nonchalantly): Yeah, I moved in before the city could tear it down. You coming, Tennyson?
(The Omnitrix times out, turning Ben back to normal as he follows Kevin inside the warehouse. Once inside, Ben's attention is drawn to an ugly blue muscle car, a shrine of Kevin's father with the badge Kevin mentioned in the center of it, and a stack of newspapers from the Daily Bugle, with Ben examining an article about the events of the previous episode while Kevin tells Ben his personal history.)
Kevin (sadly): I stole that car from the guys at the diner, and I took my dad's badge and pictures of the two of us before...before my mom and stepdad kicked me out for being a freak.
Ben (distracted): Ouch...that had to be painful for you. I'm sorry, Kev.
Kevin: It's fine. That newspaper has a huge beef with that Spider-Man guy. I mean, how could a guy called SPIDER-Man summon aliens and wreck their photographer's house?
Ben (bitterly): It's called taking a fall for a guy who didn't deserve it. Peter even mention Gwen and I went missing when "his alien minions" attacked his house and...to call Julie...Damn it.
(As Kevin realizes what Ben is saying, Ben throws away the Daily Bugle article blaming Spider-Man for the events of the previous episode, touched that Peter Parker would smear his own name to help him after the trouble he put Peter through and angry at himself for his arrogant, reckless behavior in the previous episode.)
Kevin (cautiously): Tennyson?
Ben (sadly): You won't tell anyone what I let slip, will you, Kevin?
Kevin (sincerely): Your secret and Spider-Man's secret are safe with me, Ben.
Ben (smiling): Thanks, Kev.
Kevin (smirking): Don't mention it, Tennyson. Just do me a favor, will you?
Ben (intrigued): A favor?
Kevin (dryly): Yeah. After what I just saw today, I was wondering if you could help me out with something, Ben.
Ben: I'm not sure, Kev. I need to find my cousin Gwen, remember? I should get going now. You understand, don't you?
Kevin (smirking): I understand. How about I make you deal, Ben? You help me out and I'll help you find your hot cousin. Deal?
Ben (surprised): You'd help me find Gwen...wait, did you just say "hot cousin"?
Kevin (smirking): Deal?
(Kevin extends his hand out to Ben, who ultimately decides to shake it after remembering the Omnitrix's Anodite Locator.)
Ben (smiling): Alright, Kev. You have a deal.
(Later that night, Kevin brings Ben to an underground subway and uses his powers to pull a lever that changes a set of parallel train tracks so that they intersect each other, much to Ben's confusion.)
Ben (confused): Why did you bring me to an underground subway, Kevin, and why did you pull that lever?
Kevin (grinning): I changed those tracks so that a money train coming from the right tunnel will meet a passenger train coming from the left tunnel. After they crash, you use that gravity alien to pull the money from the wreckage, Ben. Once we have the money, we'll leave New York and look for Gwen. Does that plan sound good, Tennyson?
(Ben's confusion quickly turns to horror as Kevin looks at the tracks to watch his unthinkable plan unfold with glee.)
Ben (startled): I'm sorry...what did you say?
Kevin (smirking): I asked if you think that's a good plan, Ben.
Ben (shocked): I heard THAT. It's the PLAN itself I'm trying to figure out, Kevin.
Kevin (bluntly): The plan's simple, Ben. You use that gravity alien to pull the cash from the money train after it crashes with the passenger train. What part don't you get, Tennyson?
Ben (sharply): THAT part, the part where the trains CRASH! You can't do that, Kevin!
(Startled by Ben's sharp tone, Kevin turns away from the tracks and approaches Ben, who notices that Kevin has an insane look on his face.)
Kevin (deadpan): Sure I can, Ben. I just switched the tracks.
Ben (horrified): There are innocent PEOPLE on those trains who will DIE if they crash! YOU CAN'T DO THAT, KEVIN!! THAT'S MASS MURDER!!!
Kevin (surprised): I told you I tend to do whatever I feel like doing, Ben. Now turn into the gravity alien, already!
Ben: NO! Those are innocent people, Kevin! I'm not going to help you MURDER them because you feel like stealing some cash!
(At these words, Kevin angrily grabs Ben by the collar and throws him across the tracks before absorbing the metal rails and turning his hands into a pair of sharp blades, with Ben activating the Omnitrix in response, much to Kevin's fury.)
Kevin (angrily): Are you really going to fight me, Tennyson? None of those people are innocent! They just haven't had the chance to lynch me for being a FREAK!
Ben (horrified): So that gives you the right to MURDER them?!
Kevin (angrily): I can't believe this, man. WE HAD A DEAL!!!
Ben (sharply): I didn't agree to help you MURDER people by setting them on FIRE with a TRAIN CRASH!
Kevin (bitterly): So now you're going to abandon me like MY MOM ABANDONED ME?!
(Startled by Kevin's hurt and betrayed tone, Ben reluctantly pushes the Omnitrix down and transforms into Cannonbolt before he and Kevin engage each other in battle, both men intent on defeating the other WITHOUT killing him.)
Cannonbolt (sadly): I'm sorry, Kev, but I can't let you do this. I'm switching the tracks back!
Kevin (bitterly): I'm sorry too, Ben. I know you mean well, but I'm not going to let you get in my way!
(All hell breaks loose for the next few painful minutes as Ben and Kevin furiously exchange a series of brutal blows with each other that ends when Kevin manages to touch the Omnitrix and absorbs its energy, unintentionally triggering a defense mechanism that sends Kevin flying, much to Ben's shock and horror.)
Cannonbolt (horrified): Kevin! What did you do, Omnitrix?
Omnitrix (scared): Kevin just triggered a defense mechanism by draining my energy! Go switch the tracks back while he's down, Benjamin! NOW!!!
(Noticing the Omnitrix's fear, Ben attempts to reach the lever to switch the tracks back before the trains arrive and crash into each other. Before he can reach the lever, however, Ben is attacked from behind by Kevin, who has mutated into a form resembling Cannonbolt, much to Ben's shock.)
Cannonbolt (shocked): Kevin?!
Cannonbolt Kevin: I absorb energy, Tennyson. Remember? Shame you didn't pick the giant dinosaur, though.
(Caught off guard by Kevin's mutation, Ben finds his own powers being used against him as Kevin proceeds to pummel Ben mercilessly before tossing him near the lever out of bitter spite as the trains begin to arrive.)
Cannonbolt Kevin (coldly): Stay down, Tennyson! You're outmatched!
(Ben responds to Kevin's taunt by slamming the Omnitrix symbol on his chest and becoming Big Chill after remembering a similar taunt from the Green Goblin in the previous episode, much to Kevin's chargin.)
Green Goblin (flashback): Do you see now just how powerless you are? Even with that watch...you are outmatched!
Big Chill (fiercely): NEVER!!!
Cannonbolt Kevin (sadly): You just don't know when to quit, do you, Ben?
Big Chill (flatly): Afraid not, Kev. Also, thanks for putting me exactly where I wanted to be.
(Realizing Ben has grabbed the track lever, Kevin attempts to stop him from switching the tracks again only to be frozen solid by Ben as he manages to switch the tracks back just as the trains arrive, narrowly preventing them from crashing into each other. Unfortunately, Kevin manages to touch the Omnitrix and absorb its energy again, which Ben doesn't realize until the Omnitrix points this out.)
Big Chill (relieved): Thank God. That was WAY too close for comfort.
Omnitrix (scared): Congratulations, Benjamin, but I just had my energy drained again. Look!
Big Chill (bitterly): Oh, come on. I don't want to fight you, Kevin!
(At these words, Kevin breaks free of the ice, having mutated into a Big Chill form, and grabs Ben by the throat before flying towards the top of the money train, where he releases Ben as the money train leaves the subway and enters the city.)
Big Chill Kevin (angrily): What the hell, Tennyson?! We were going to be RICH, man! Why didn't you follow the plan?!
Big Chill (sharply): That's not why we have these powers, Kevin! We don't use these powers to get whatever we want no matter who we have to hurt to get it! That's NOT who we ARE, Kev!
Big Chill Kevin (startled): What do you mean "we", Ben?
Big Chill: You DON'T have to hurt people, Kev. You can use your powers to HELP others, not just yourself.
Big Chill Kevin (bitterly): I got news for you, Tennyson. There are ALREADY mutants doing that. They're called the X-Men, and they're a team of IDIOTS! They think they can convince people that mutants aren't so bad by saving them over and over again, but they're wrong. Normal people HATE mutants! You saw that today with the M.R.D., Ben. Why should I waste my time helping people who hate me when idiots like the X-Men are already doing that?!
(Ben responds to Kevin's dismissive view of the X-Men by slamming the Omnitrix symbol on his belt, becoming XLR8.)
XLR8: I don't know who the X-Men are, Kevin, but they don't sound like idiots. They sound like heroes who won't give up, Kev!
Big Chill Kevin (sadly): Like you? You planning on becoming an advocate for mutant rights, Ben?
XLR8 (flatly): To be honest with you, Kev, I was planning on becoming a firefighter.
Big Chill Kevin (cautiously): A firefighter...because of Kai, right?
XLR8 (sadly): We only just met and you know me so well.
(At these words, Ben rushes at Kevin and proceeds to pummel him until Kevin manages to absorb the Omnitrix's energy again, mutating into an XLR8 form, and proceeds to pummel Ben in return before knocking him to the ground.)
Omnitrix (scared): Benjamin, I'm currently at 20% power! We have to retreat!
XLR8 (quietly): No. If I run away, Kevin is going to hurt innocent people. I can't let him do that, Omnitrix.
Omnitrix (scared): We have no backup, Benjamin. We have to retreat!
XLR8 (quietly): NO! Think about what you just said, Omnitrix. If I can't beat Kevin on my own, then how the hell am I supposed to defeat Vilgax with backup?!
(With these words, Ben forces himself to get up despite his injuries to face Kevin one last time, much to Kevin's despair.)
XLR8 Kevin (sadly): Stay down, Tennyson! Last warning!
XLR8 (exhausted): I could do this all day...
(With these words, Ben and Kevin run towards each other and end their battle with a final exchange of brutal blows that is interrupted when Kevin loses his balance and falls off the money train. However, Ben manages to grab Kevin's arm as the Omnitrix times out, much to Kevin's shock and confusion as he returns to normal.)
Kevin (confused): I don't understand, Ben...why would you save a mutant like me?
Ben (strained): You're not a mutant to me, Kev. You're my friend, and you need help!
Kevin (sadly): That's the problem, Ben. Nobody WANTS to help me except you...because you're the only one who cares about me.
Ben (strained): That's not true, Kev! What about your dad?!
Kevin (flatly): My dad's dead, Ben. He died when I was little...and I think it's time I joined him.
Ben (softly): Kevin, no.
(Unfortunately, Kevin uses Big Chill's intangibility to phase through Ben's hand and seemingly falls to his death, much to Ben's horror and despair.)
Ben (screaming): KEVIN!!! NO!!!
(One hour later, Ben lands on top of a skyscraper as Big Chill after flying around the city in search of Kevin, with the light of the full moon overhead highlighting Ben's sorrow as he mourns the apparent death of his friend, Kevin E. Levin.)
Big Chill (sadly): He's gone...Kev's really gone...
Omnitrix (softly): I'm sorry about Kevin, Benjamin...
Big Chill (sadly): I know. Thanks, Omnitrix.
Omnitrix (softly): ...I'm also sorry about what happened to Kai Green. Is it true, what you told Kevin? Do you really still miss her...after all this time, Benjamin?
(Ben thinks back to when he attended Kai's funeral, the worst day of his life, and being comforted by his childhood friend, Elena Validus, not noticing her unusual appearance.)
Elena (flashback): It's going to be alright, Ben. We're here for you.
Big Chill (miserably): Always...but not as much as I miss Julie right now, Omnitrix.
(The Omnitrix times out, turning Ben back to normal as he pulls out his picture of Julie and talks to it, unaware the Omnitrix is relaying his words to Julie through Gwen's laptop, which Julie is using to look into ValidusTech.)
Ben (sincerely): Julie, I am so sorry I left you and Grandpa Max behind to find Gwen. I shouldn't have abandoned you like that, especially because I didn't have any reason to abandon you. I love you, Julie, and you deserve better than that from me. I'm going to find Gwen now, but I promise you that I will return to you once I've found her. We both will. I promise.
(Ben puts away his picture of Julie as the Omnitrix activates itself, which doesn't go unnoticed by Ben.)
Ben (surprised): This is new. How much energy do you have left, Omnitrix?
(The Omnitrix responds by transforming Ben into XLR8, who proceeds to leave New York to resume his search for Gwen.)
Omnitrix (proudly): Enough to XLR8, Ben.
XLR8 (to himself): I don't know where you flew off to, Gwen, but just hang on, dweeb. I'll find you, and bring you home! I PROMISE!!!
(While leaving New York, Ben is unaware he is being watched from a nearby rooftop by Kevin, who survived his fall by using the powers he absorbed from Ben.)
Kevin (smirking): Huh...so that's how you got here. You won this round, Tennyson, but I'll be the one who wins next time, and I'll make sure there's a next time by using that speedy alien's power to follow you.
(Before Kevin can pursue Ben, however, he is distracted by the sight of the Rustbucket being carried by the Avengers' Quinjet as it flies in pursuit of Ben. Realizing this, a better idea comes to Kevin's mind.)
Kevin (grinning): Then again...why run when I can just hitch a ride?
(As Kevin uses the powers of Cannonbolt, Big Chill, and XLR8 to sneak inside the Rustbucket, hiding himself in the shower to avoid being detected, especially by Wolverine, we cut to Julie at Gwen's laptop, now in tears after hearing Ben's promise to her. Meanwhile, Grandpa Max and the Andromeda aliens are discussing recent events with the Avengers.)
Wolverine (to Max): We just got word from the X-Men, Max. They told us the M.R.D. had a run-in with Ben.
Grandpa Max (nervous): M.R.D.?
Black Widow (to Max): The Mutant Response Division. They saw a mutant exit a diner with Ben. They assumed Ben was a hostage until he used the Omnitrix to help the mutant escape while using minimum force against the M.R.D.
Ra'ad (irritated): You've got to be kidding me...
Spider-Man (to Ra'ad): Widow doesn't joke, Ra'ad. No need to worry, though. They thought Ben was a mutant too. His secret's safe.
Pandor: That's not why Ra'ad is annoyed. We've told Ben that Vilgax can track the Omnitrix when it's active. Why won't he listen?
Spider-Woman: Based on what the X-Men told us, it sounds like Ben was defending the mutant. Also, I'm probably going to sound like an idiot, but why does Vilgax want the Omnitrix, anyway? From what you told us, it sounds like Vilgax is powerful enough WITHOUT it.
Bivalvan (to Spider-Woman): The Omnitrix is one of the most powerful weapons in existence, and Vilgax won't stop until he gets it. He is coming to Earth.
Thor (to Bivalvan & Ra'ad): Aye, you told us yesterday's battle was a demonstration of Vilgax's power, and to prepare for the coming storm.
Galapagus (to Thor): Yes, we did say that. You should be preparing for Vilgax.
Grandpa Max: Galapagus is right. We appreciate you Avengers want to help us find Ben and Gwen, but we can do that on our own. You need to get ready for Vilgax.
(At these words, Thor walks over to Grandpa Max and places his hand on Grandpa Max's shoulder as Iron Man directs Captain America's attention to Julie, who is still crying at Gwen's laptop.)
Thor (to Max): You are an honorable man, Max Tennyson, and I give you my word that the Avengers and the X-Men will be prepared for war with Vilgax. In the meantime, your grandson is a noble warrior searching for his cousin. That is a worthy cause, Max, one you and Ben should not have to undertake alone...and so you will NOT. We shall stay with you until you are reunited with your grandchildren. So swears the Mighty Thor!
Iron Man (to Captain America): Couldn't have put it better myself. Can you come to the back with me, Steve? Julie needs a pep talk.
Captain America (to Iron Man): Of course, Tony.
(Captain America and Iron Man head to the back of the Rustbucket and approach Julie, who doesn't realize this until Iron Man speaks to her.)
Iron Man (dryly): I'd ask why you're touching Gwen's laptop, but I know I have no right, so I'll just ask what you're looking up...What are you doing, Julie?
Julie (sadly): I was looking up ValidusTech, but I got distracted by...something...
Iron Man (deadpan): Well, I'm going to go up front while you're distracted. I suggest you look at Cap while you two talk, Julie. It works better that way.
(Iron Man heads back to the front of the Rustbucket while Captain America sits down across from Julie, who turns away from Gwen's laptop to look at him.)
Captain America (softly): Are you alright, Julie?
Julie (sadly): I'm worried about Ben and Gwen.
Captain America: I know. Iron Man told me about what you said to Wolverine.
Julie (startled): I didn't know he was listening...how much did he hear, Cap?
Captain America (softly): Just the part where you started beating yourself up, and Iron Man always listens to his surroundings.
Julie (relieved): Oh...
(Julie glances at Iron Man, who she notices is giving her a thumbs-up, before looking back at Captain America.)
Captain America (softly): Are you alright, Julie?
Julie (bitterly): No. I'm not alright, Cap. It's my fault that Ben and Gwen are gone.
Captain America: How is it your fault, Julie?
Julie (bitterly): You KNOW why it's my fault, Cap.
Captain America: I'd like to hear it from you, though. How is it your fault, Julie?
Julie (bitterly): Gwen turned into an Anodite and flew away with Ben going after her last night because I got CAPTURED by Rojo, because I'm so damn HELPLESS, because...that's all I'm good for on this team...
Captain America (confused): What do you mean by that last bit, Julie?
Julie (bitterly): Ben has the Omnitrix, he can transform INTO aliens. Gwen is PART alien, not to mention a genius. Bivalvan, Galapagus, Pandor, Andreas, and Ra'ad ARE aliens, their powers are natural. Mr. Tennyson used to be a space cop, he's FOUGHT Vilgax. I'm just Ben's girlfriend at best...a damsel in distress at worst.
(At these words, Julie breaks down in tears, prompting Captain America to place a reassuring hand on her shoulder, as he knows how it feels to be powerless.)
Julie (sobbing): Don't get me wrong, Cap. I'm glad that Ben and the others have the power to fight Vilgax, I really am. I just HATE the fact that I CAN'T fight alongside them, that I CAN'T fight Vilgax too.
Captain America: I know how you feel, Julie. Before I became Captain America, I was just a scrawny little kid from Brooklyn who was told I couldn't fight in World War II because I was powerless, but I wanted to fight for my country, I wouldn't take "no" for an answer, and I got my wish. My point is that you're not as powerless as you think you are, Julie, and what happened last night wasn't your fault. You didn't MAKE Rojo capture you, she chose to fight dirty because she KNEW she was going to lose. Am I making myself clear, Julie?
Julie (flatly): Yes, and I guess you're right, Cap. What happened last night WASN'T my fault.
(Smiling at Julie, Captain America gets us and walks over to Iron Man as Julie resumes her investigation into ValidusTech, but not before they exchange a few final words about Ben as Iron Man approaches Captain America.)
Julie: Captain America?
Captain America: Yes, Julie?
Julie (sincerely): You remind me a lot of Ben.
Captain America (honestly): Then I look forward to actually meeting him.
Iron Man (to Captain America): That makes two of us, Steve.
(We cut to Hex's mansion, where Gwen is having dinner with Charmcaster, having finished filling her friend in about everything that's happened and getting a tour of the mansion in the process, while Hex is in his study trying to locate the Charms of Bezel and figure out what to do about Gwen.)
Charmcaster (grinning): So your doofus cousin found a watch from outer space that turns him into aliens and he's been fighting mad scientists, crazy bug men, medieval knights, power hungry narcissists, zombified girls, costumed supervillains, and alien bounty hunters?! That's insane, Gwenny!
Gwen (grinning): Tell me about it, Hope. Insane doesn't even BEGIN to describe my summer vacation thus far, and you didn't even mention the parts where my Grandpa Max used to be a space cop, Ben teamed up with costumed superheroes, and I found out I'm a goddess.
(At these words, Gwen and Charmcaster start laughing for a few minutes, followed by a few minutes of awkward silence. Now that Gwen has told Charmcaster everything that's happened, it is time for Charmcaster to tell her story to Gwen.)
Gwen (cautiously): So...Charmcaster?
Charmcaster (sadly): You can still call me Hope, Gwenny. Hope IS my real name, after all...
Gwen (cautiously): I know, Hope...I heard your uncle call you Charmcaster, though. Why does he call you that, Hope?
Charmcaster (bitterly): Uncle Hex calls me Charmcaster because the inhabitants of Ledgerdomain were taught to shield their real names by creating a magical alias of power by the Anodites during Ledgerdomain's Golden Age.
Gwen (intrigued): "Magical" alias?
Charmcaster (bitterly): Yes, although I refer to it as a Sorcerer's Name. My Uncle Hex helped me create my Sorcerer's Name after he taught me the spell needed to create it shortly after I enrolled in your grade school...and he hasn't called me Hope ever since...
Gwen (cautiously): So...you and your uncle are magical sorcerers from a dimension called Ledgerdomain?
Charmcaster (flatly): I'm a SORCERESS, Gwenny, but yes, I am. You always were smarter than me and Emily.
Gwen (cautiously): Ben's friend, Elena Validus, is smarter than me...Why...why did you and your uncle leave Ledgerdomain, anyway, Hope?
(At these words, Charmcaster's eyes become filled with tears. Realizing her question was insensitive, Gwen attempts to change the subject only to be shot down by Charmcaster.)
Gwen (softly): Hope...we don't have to talk about this if you don't want to...
Charmcaster (sadly): We had a deal, Gwenny. You told me YOUR story, so now I'll tell you MY story...I'll start at the beginning...
(Fighting to hold back tears, Charmcaster begins to tell Gwen the story of her tragic past, with Gwen remaining silent except for when she HAS to speak.)
Charmcaster (sadly): I was only three years old when Ledgerdomain's Golden Age ended...when Adwaita conquered my home after he slaughtered the Anodites. Uncle Hex and I barely managed to escape from Adwaita, from Ledgerdomain...I lost my father that day...he died so I could escape with Uncle Hex...I still see Adwaita killing my father in my nightmares...
Gwen (horrified): My God...that's awful, Hope.
Charmcaster (bitterly): I know...Adwaita RUINED my life, and I vowed that I would return to Ledgerdomain to free it from Adwaita once I'm strong enough to face him. Of course, Uncle Hex thinks that defeating Adwaita is impossible...
Gwen (nervous): Is that why...why you enrolled in my grade school, Hope?
Charmcaster (warmly): Yes...Uncle Hex wanted to give me a chance at a normal life...That was the best thing Uncle Hex ever did for me, actually. I haven't forgotten my vow, but going to school and meeting you and Emily...those were the best days of my life...
Gwen (cautiously): ...You still want to save your home, though...Is that why...why your uncle wants these Charms of Bezel, Hope?
Charmcaster (bitterly): I wish, Gwenny...Saving Ledgerdomain is MY goal, NOT Uncle Hex's goal...We used to have the same goal, believe me, but Uncle Hex doesn't give a damn about Ledgerdomain...not anymore...It's why I no longer have any respect for Uncle Hex...
Gwen (cautiously): Why...why doesn't your uncle want to save Ledgerdomain...and why does he want the Charms of Bezel?
(At these words, Charmcaster begins to cry, causing Gwen to regret asking her question.)
Gwen (startled): Hope, I'm sorry, I didn't mean to make you cry!
Charmcaster (crying): I know you didn't, Gwenny...All my Uncle Hex cares about is power. He'd rather conquer your world than save Ledgerdomain. That's why he wants the Charms of Bezel...and he THINKS I want to help him. I even told Uncle Hex I'd "help" him...but I'm just waiting for him to get the Charms of Bezel so I can take them for myself. Once I have the Charms of Bezel, I'm going to save Ledgerdomain from Adwaita.
Gwen (shocked): You're planning to betray Hex...but he's your uncle, Hope.
Charmcaster (sobbing): You think I don't KNOW that, Gwenny? Uncle Hex has taken care of me for most of my life, but he's NOT the man my father entrusted with protecting me anymore. The fact that I'm even CONSIDERING betraying my uncle shows how much we've drifted apart.
Gwen (cautiously): ...Then why don't you leave now, Hope?
Charmcaster (sobbing): ...Because of him...
(Before Gwen can ask who Charmcaster is talking about, Charmcaster's eyes glow a pink glow as she creates an astral projection of her father, Spellbinder, in the dining room and in Hex's study. Realizing this, Gwen looks back at Charmcaster with tears in her eyes.)
Gwen (crying): Your father...After all this time, Hope?
Charmcaster (miserably): Always...
(Before Gwen can respond to this, Hex suddenly materializes in the dining room wearing Gwen's Charm of Bezel on V-shaped cloth on his chest, with Gwen and Charmcaster composing themselves in Hex's presence.)
Hex (to Charmcaster): I just saw an image of my brother, Charmcaster. It is unwise to dwell on the past, my niece.
Gwen (to Hex): She was just showing me some magic, and call her Hope.
Hex (to Gwen): I see...Would you be interested in learning how to use magic, Gwendolyn?
Gwen (to Hex): Come again?
Hex (to Gwen): I asked if you wanted to learn how to use magic, Gwendolyn. My niece, Charmcaster, has told me you are quite intelligent, and your Anodite blood will help you master complex spells with ease. I am willing to teach you just as I have taught Charmcaster. Do you wish to accept my offer, Gwendolyn?
Gwen (to Hex): You want to teach me magic? Sure, why not?
Charmcaster (shocked): WHAT?!
Hex (smirking): Excellent...I am going to sleep now. I suggest you two do the same. We leave in the morning.
(Hex proceeds to leave the dining room, with Gwen and Charmcaster waiting until they're certain Hex is gone to speak freely.)
Charmcaster: You can't be serious, Gwenny! Why would you want to learn magic from my Uncle Hex?
Gwen: Vilgax. He's after my cousin, and he's coming to Earth, Hope. Ben needs all the help he can get, so I'm willing to learn magic from your uncle if it means I can help my doofus cousin.
Charmcaster: You realize Uncle Hex wants to manipulate you, Gwenny, right?
Gwen (smirking): I'd like to see him try, Hope.
(The episode ends.)