Ben 10 What if Ben's daughter...

By UltimateA-10

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What if one day Ben Tennyson could no longer be a hero? And on that day only his daughter Gwendolyn was aroun... More

Ben 10 What If Ben's Daughter Had To Save The Future

123 0 0
By UltimateA-10


Beginning recording

Have you ever heard of Ben's son ken? I've met the boy more than once and have helped him out of more than one interdimensional space time jam and for all the trouble Ben gives me about his son damaging time he doesn't know that in one universe. Universe 141919 his daughter Gwendolyn did far greater damage to the timestream then Ken could even dream of, don't believe me? Here let me show you just how much trouble this little minx caused to the timestream and the never ending headache that it has caused me.

Gwendolyn was furiously typing away on her holopad; she couldn't believe it; it was unthinkable no it was simply impossible. Jenny had broken up with Brad because she actually hated aliens and worse she had cheated on him with his human friend Xylan at school. At least that was what Olivia at school had told her people told Gwendolyn that she exaggerated things but Gwendolyn had never noticed her do that. She had already sent her hol-message to three of her friends before she heard her mom calling her.

"Gwendolyn?! Where are you?"

Her mother called out but Gwendolyn didn't bother responding she had to finish telling her friends about what had happened especially trolix she had had a crush on Brad since they were in kindergarten this was a perfect chance for her to make a move and just imagine that her friend going out with the best fireball player at school! It was so crazy she had a hard time picturing it.

"There you are, you forgot to take the trash out Gwendolyn." Gwendolyn turned and saw her mother standing at the doorway to her room with her hands on her hips leering at her. Gwendolyn rolled her eyes at this and said

"It's Ken's turn Mom."

Still busy sending out holo messages to her friends. Her mother walked over towards her arms now crossed

"I told you Ken was going out with some friends. He told me he messaged you about it."

Gwen looked at her message logs and sure enough Ken had sent her a message.

"You've got to be more responsible Gwen, you can't just sit around all day it's not good for you."

Her mother said, uncrossing her arms and looking at Gwen's holo screen.

Gwendolyn tried covering up her screen as she turned to talk to her mother.

"Whatever mom, I'll get to it later." She said but her mother had already seen what she was doing.

"Gwendolyn, are you spreading rumors about people? I thought we raised you better than that, not to mention the trouble you got into last time."

This time it was her mothers tone that was cross not her arms.

Gwendolyn sighed

"I told you that wasn't me, I just heard about it from someone else." She replied truthfully she had received a message saying Lucy the Arubian pelarota was pregnant only for it to turn out she had just gained weight. Gwendolyn had heard the rumor around school but had only talked about it with a few people she hadn't even believed it at the time but that didn't matter to her mother who had heard about what happened when Lucy had come over when Gwendolyn had invited her to make up for it and hang out. But her mother never seemed to remember that fact

"Gwendolyn it doesn't matter who started the rumors, you shouldn't spread them out amongst people like that. How would you feel if people did that to you?"
Gwendolyn rolled her eyes once more as she had already heard this speech before with Lucy.

"How do you think your father would feel knowing that his daughter is acting just like all the bad guys he fights? I'm sure they love gossiping about people as much as you do."

Gwendolyn got up out of her bed too upset to stay in the room, grabbing her holopad and walking towards the door.

"Whatever dad only takes down old business people these days anyways he hasn't fought a real villain in years."

She said bitterly. Her mother gasped at this

"How dare you talk about your father like that! Why can't you be like your brother Ken? He doesn't act this way."

Gwendolyn didn't bother responding to her mother and walked out of her room into the elevator taking it up to the balcony.

Kai stood in Gwen's room not sure what to do. She put her hand up to her forehead as usual she had gotten too angry and lost her temper at gwen but what could she do her daughter was always gossiping about people like that poor alien girl that alone was a big problem but the fact that she seemed to do nothing but gossip bothered her even more she never did any chores and rarely left her room unless it was to hang out with friends and even then she would just bring them up to her room and never talk about what they did together with Kai. What worried Kai the most was her grades sure she didn't expect her to be a straight A student but was it so much to ask for maybe an occasional B every once in a while. She seemed to have no other interests in life besides gossiping with her friends and arguing with Kai.

She heard the speaker system above announcing the return of her husband.

"And now I have to go tell my husband why his daughter is mad." She sighed. If only her gwendolyn had been more like the real thing then maybe her head wouldn't currently feel like it was on fire.

She walked towards the elevator only for it to open up with Ben standing inside.

"Hey kai...where are the kids?" He asked, looking around the large empty hallway. Kai breathed in deeply going over what she was going to say in her mind as to not worry her husband only for him to interject before she could speak

"What happened this time?" He asked.

Kai sighed and told him what had happened between them.

At the end of the story Ben nodded his head

"She's not wrong lately it's like the bad guys have all gone into hiding all I ever seem to be able to do is bust some tax evaders. I wonder if they're up to something." Ben put his thumb and index finger on his chin, rubbing them thoughtfully. Kai knew he was thinking about work and not what she had just told him but decided not to say anything she didn't need to upset Ben too.

Ben seemed to notice her silence and took it as a sign of being annoyed which it was

"Sorry no more work talk I'll go and speak with Gwendolyn. I'm sure she'll understand."

With that he walked towards the elevator and went inside motioning for Kai to stay where she was. Not that she wanted to go anyways she suspected she would only further upset Gwendolyn if she did.

Gwendolyn heard the elevator ding but didn't get up from her seat which overlooked the entirety of omni city. Despite this she sat focused on her holo pad uninterested in the massive city beneath her or the massive sun bearing down over her.

"Hey Gwendolyn, mind if I sit next to you?"

Gwendolyn turned around in surprise; she hadn't expected her Dad to be the one who came to see her; he was almost never home on account of always being busy with his work as a superhero.

Gwendolyn nodded and put down her holopad on a table that rose up to receive it from the ground. Despite not wanting to hear another lecture she was still eager to talk to her Dad due to how rarely he visited.

Her father walked over to her right, a reclining chair rising up off the ground for him to sit on. He sat down, reclined and looked out over the large city.

For a long while he didn't say anything then finally he said

"Did I ever tell you about this one villain who spread a rumor that your aunt Gwendolyn was actually cheating on her husband at the time? And what she did when she caught him?" Her father turned to look at her waiting patiently for the answer.

Gwendolyn rolled her eyes she had heard this story along with several others all throughout her childhood about her so called legendary parents she didn't doubt they were true or even that her parents had once been great heroes but the last of those stories had take place nearly 10 years ago when her father had killed Vilgax. These days all he and her aunt and uncle Gwen and Kevin did was take down tax evaders and bribers. Gwendolyn noticed her father still sitting waiting for her to answer so she did.

"Yeah dad only about 100 times Gwendolyn beat the guy up and put a spell on him that prevented him from speaking for like a week before she was forced by your grandpa to remove it."

Ben nodded at her answer but before he could open his mouth she continued on angrily

"I get it ok rumors are bad I'm bad for spreading them and I shouldn't be bad I don't need a lesson from the oh so great Ben Tennyson to know that Dad and for the record I wasn't the one who-"

Before she could continue her rant her father spoke over her not loudly but firmly enough that she quieted

"The thing you seemed to have forgotten was that the person who spread it wasn't technically considered a villain now or then. His name was Will Harangue and he made a livelihood off of badmouthing our family. We had confronted him about this before and guess what he said?"

Ben turned around and put his legs over the side of the chair directing his full attention towards her. Gwendolyn paused loosing her train of thought after her rant had been interrupted and unable to think up an answer to her fathers question. She simply shrugged, unsure of what to say.

"Just take a guess." Her father asked once more.

Gwendolyn shrugged once more but tried to provide a response.

"Um...he said it wasn't his problem?"

Ben nodded seeming to be satisfied but then said

"Close he said that he was simply saying what others had already been talking about and that it was legally and morally his right to do so despite the fact that none of the rumors eever became popular until he started talking about them."

Gwendolyn started to understand where her father was going. She sat silent for a moment then said

"So I'm like him?" She asked weakly, hurt that her father thought that way about her. Ben simply shook his head loudly exclaiming

"No way that guy was just a jerk. To this day I'm surprised he was ever allowed to be on air! No, the point is that rumors have a way of picking up steam and you never know if what you're spreading might end up becoming a huge scandal like that Lucy girl from your class."

Gwen nodded her head fully understanding what her father meant now.

"You didn't mean for it to be hurtful when you spread it but it did and I saw the way you tried to make up for it too." Ben said remembering the day her daughter had invited her over to his home and showed her around.

Gwendolyn nodded her head more vigorously, glad to hear that someone understood that she hadn't meant to hurt her feelings.

"But you would have saved yourself the trouble of having to make up with her and feeling guilty about it if you hadn't spread the rumor in the first place." He continued rising up to stand and grabbing the holopad sitting on her lap. Gwendolyn nodded once more admitting to herself that her father had a point but still not completely convinced she asked

"But what about everyone else? All my friends gossip and I don't wanna be left out."

Ben looked down at her from where he stood, her holopad still in hand and simply shrugged.

"Can't control what anyone else does and as for being left out who cares just talk about something else I'm sure your friends won't mind."

Gwen looked at him confused. He made it sound so simple but she wasn't completely convinced, still she understood her fathers point and it was true gossiping seemed only to cause her problems lately with Lucy and now her mother. As if reading his mind her father said

"Here, let's head back inside and put this thing away for a while. I'm sure your mother will be happy to hear it."

Gwendolyn nodded and rose out of her seat not excited about facing her mother but content after her conversation with her father to go back inside and maybe give up spreading rumors at least for a while.

Suddenly a large bolt of lightning streaked through the air causing both Ben and Gwendolyn to turn around in surprise. It had been sunny just moments ago but now suddenly it had become dark.

"What's going on?" Gwendolyn asked, turning and looking up at her father who was staring at her holopad.

"It says it's only 3:30 so why'd the sun go down so quickly?" He asked looking up at the sky where it appeared as if the darkness was...moving towards them.

"Gwendolyn get inside now!" Her father screamed at her causing her to panic. Why was he yelling at her had she upset him what was going on and why was that dark cloud heading right towards them. Ben jumped out at the dark cloud transforming into heatblast and firing a wave of fire right at it. But it had little effect for the fire merely passed through it harmlessly and soon latched itself onto Ben who had already changed into big chill and was attempting to use his frost breath against it. This too seemed not to matter for the gust of wind from Big chills throat did nothing. Ben tried going intangible only to receive a jolt of pain throughout his body. He transformed back into human while the dark mist dragged him to the ground forming into the shape of a man then suddenly becoming a man in black armor who held Ben by the wrist.

"I must admit I had hoped for more of a challenge from you Ben but then again I suppose there was little chance you could have beaten me." The man in the mask turned his head towards Gwendolyn who stood motionless. She was paralyzed by her fear. Fear that only increased when suddenly two other beings were dropped by the shadows one large four armed creature stood to her left while another crab-like being with a large exposed brain stood to her right. The four armed creature grabbed onto her arms and pulled her up from the ground, her arms and legs dangled helplessly at her side. She couldn't even scream out all she could do was be held up in the air like a poorly deflated balloon before the three monsters in front of her.

Ben regained consciousness slowly and seeing his daughter Gwendolyn trapped yelled at the two beings and raised his right hand up as if to do something only for another strand of the strange dark mist to grab his wrist and hold it in place.

Ben looked up at his captor angrily.

"Why are you doing this? What do you want?" He practically spat at the dark armored man but he did not seem to care about Ben's anger towards him and merely looked him in the eyes and politely responded

"Why to capture you and kill everyone in this city." The man gave no hint of emotion, no anger, no malice; he stated this as if it was simply going to happen.

"Why what purpose would that bring?" Ben asked, still trying to figure out why he hadn't changed into another alien already. He had been mentally projecting his next form like he always did; the master control function on the omnitrix should have changed him by now.

The helmeted man seemed to sense Ben's confusion

"Don't bother, my shadows render your watch quite useless as for why I'm afraid that's strictly need to know. For now I recommend you use the only function left on your watch to contact your grandfather. I'll have further instructions for him and only him soon."

The shadows overhead grew more vicious turning into a full on storm that nearly blew Gwen out of the arms of the creature holding her.

"What's going on?!" Ben screamed looking out towards the city a city that just moments before had been bright and sunny was now dark and cold as if no one had ever lived there.

The helmeted man spoke again this time with an ecstasy in his voice that made Gwendolyn shiver and the hairs on the back of Ben's neck rise

"My shadows have fed upon the people of this town none are left now then gentlemen dispose of the daughter."

The crab like creature bowed its head and turned towards Gwendolyn preparing a large electric charge to blast her into mush.
"Noo!" Ben screamed at the creature about to kill Gwendolyn and then turning to face the helmeted man.
"Don't you dare or I'll-"

"Do what?" The helmeted man said his voice becoming dispassionate and cold once more.

Ben scowled at him then turned back towards Gwendolyn.

"This...omnitrix disengage dna lock and transfer onto Gwendolyn Tennyson override S81Z1M detach now!"

Suddenly the omnitrix broke loose off Ben's wrist and from the shadows grasp all at once and flew towards Gwendolyn.

"Grab it before it reaches her!" The helmeted man said despite his voice being raised his tone somehow remained the same. The four armed creature dropped Gwendolyn and turned to try and grab the device but it merely twirled around avoiding being grasped by even one of his arms. The crab like being tried to blast it but a similar situation occurred. The omnitrix attached itself onto Gwendolyn just as she rose up off the ground where she had been dropped. She felt it snap on almost instantly and looked down at it despite hearing what her father had said. She was still surprised to see the device sitting on her wrist despite how big it had seemed on her fathers much bigger wrist; it now sat perfectly on her much smaller wrist.

"Gwendolyn look out!" She heard her father scream and looked up to see the four armed creature slamming his arms down at her.

"Omnitrix emergency backtransform-'' Suddenly the shadows covered Ben's mouth but somehow the omnitrix still registered his command and transformed Gwendolyn into the last form Ben had been Big Chill. Gwendolyn screamed out seeing the arms above her and held her arms up for cover closing her eyes.

Moments later she heard a loud bang but felt nothing. She opened her eyes and put down her blue wings. She recognizing what had just happened she must have gone intangible she had seen her father do it a few times as a kid but had never experienced it herself it felt odd as if she was standing naked against a cool breeze but somehow not feeling cold even though she knew she should. Still reeling from what had just happened she saw the shadows begin to move towards her. She backed away from them and the creatures next to her then suddenly a large pink aura surrounded her father and broke him free from the shadows causing the ones coming at her to stop and return towards the helmeted man who turned to face Ben adopting a fighting stance bending his knees and bringing his hands up to his head.

Ben wiped away the dust surrounding him that had spawned from the broken shadow.

"Bet you didn't know I could use mana." He said adopting a similar stance but with mana shields appearing at the ends of his fist.

The helmeted man merely nodded.

"True but even life energy cannot keep my shadows at bay for long." Shadows formed at the end of his fists and he lunged at Ben the helmeted man yelled at the other two to deal with Gwendolyn.

The two creatures turned towards Gwendolyn who without realizing it had turned tangible once more.

"Get out of here Gwendolyn get to the time vault!" He flipped in the air dodging a kick from the helmeted man putting up shields in front of him to block the shadows that reached for him. He then spun around in the air and landed two mana shielded kicks on the knight then spinning backwards to the ground turning once more and running at the creatures near Gwendolyn.

"Go now!" He threw a blast of mana at the four armed creature who fell over from the impact but was then hit by the crab-like monster that sent him backwards into the shadows once again that bent and twisted until they enveloped him in a ball.

Gwendolyn saw the knight curl one of his hands into a fist alongside the giant shadow ball that held her father.

"I'll simply squeeze the mana from you and give it to my shadows then." The shadows all swirled into the ball holding her father Gwendolyn saw all this no longer willing to stand still she walked towards the knight only to be hit by the crab like creatures electricity. Knocking her into the now dented elevator door.

She sat on the ground slowly lifting her head and saw the two monsters walking towards her.

"I'll neutralize her with this blast. You grab her quickly before she has time to recover."

The creature spoke quickly already charging the blast. In the millisecond before he fired Gwendolyn looked back to see her father lying still on the ground before the knight who turned his attention towards her his shadows racing towards her.

"I'm sorry dad...I couldn't save you." Gwendolyn said tears farming in her eyes as she quickly became intangible and leaped into the ground.

She flew down for miles coming across Ken and her mother. Ken had a blaster and was shooting at a large Frankenstein looking creature while her mother was slashing a large robot like beast that held a small frog like being in its fishbowl like head.

Gwendolyn became solid again gaining the attention of everyone in the room

"Mom dad's in trouble I...I think he's dead." Kai looked up in horror allowing the robot to slap her into the wall behind her. She shook her head and quickly got back up to her feet, Gwendolyn rushing to her side as Big chill.

Kai looked at her daughter her face more brave then Gwendolyn felt.

"What did your father tell you to do?" She asked. Gwendolyn stared at her causing her mother to grab her by the arms and shake her.
"Focus Gwendolyn I know he gave you the omnitrix theres no way you could have gotten it unless he gave it to you so what did he tell you to do with it?"

Gwendolyn quickly remembered her fathers words

"The time vault I have to go there." Suddenly her brother ken smashed into the wall next to her and her mother. blood streaking down his body as he slumped down to the ground.

"Ken no!" Gwendolyn reached over towards him while Kai imputed a series of commands on the door panel beside her.

Ken looked up at his sister

"Is that you Gwen?" He asked his eyes were blinking slowly his breathing becoming erratic.

"It's Gwendolyn you brat and yes...it is." She said correcting him like always causing a smile to form on his face.

"Heh...right sorry sis...Gwendolyn I'll remember it this time." He said as his eyes closed.

"You never do." She replied only to receive silence in response.

"Ken?...Kenny?" She kneeled down and shook him but still he didn't respond.

She turned to her mother who threw a grenade that sent out some sort of forcefield blocking the two beings from coming any closer. Then turned towards Gwendolyn.

"That won't hold them for long now hurry I've disabled the neurofield so you can phase through the door grab the bracelet in the forcefield and put it on your wrist take it back too exactly one hour from now that's all you need to do." Gwendolyn held her hands up in front of her mother blood dripping from her finger tips.

"Mom...Ken's-"

"Listen to me what are you going to do when you get through that door?" She asked shaking Gwendolyn even rougher this time.

"Grab a bracelet and go back one hour from now." She replied weakly.

Her mother nodded.

"Alright good now go I'll hold them off for as long as I can now go." With that she grabbed her sword and held it in front of the shield that had formed while the two monsters at the other end punched it over and over again till cracks started to form.

Gwendolyn turned to look at her brother once more saying her silent goodbye and then phased through the door. She saw the bracelet floating in a white force field. It was the only thing in the room. She didn't need to phase through the field to grab it; the forcefield let her hand through. She grabbed it and placed it on her wrist struggling a little as the object seemed too small at first but then it somehow slid onto her other wrist perfectly.

She stood there not sure of what to do the device didn't seem to have any buttons or any other ways to work it. She was just about to go outside when the device blinked on and said

"Please input a date and time to go to."

The device beeped and waited silently for a response. Realizing that this device could speak she spoke the destination she wanted to go to. Suddenly the door burst forth and slammed into Gwendolyn who had suddenly returned to human and quickly held up both arms to shield herself as she was hit by the door and sent flying backwards. But before she hit the wall she vanished.

"Where did she go?" The frankenstein esk monster asked the other.

30 years prior...

Gwendolyn hit the brick wall behind her with a thud falling to the ground shortly after the impact. She grabbed her head with one arm and slowly got up.

"Ok ok just have to find mom and Dad and Ken will be ok he'll be fine everythings fine I'm in the past now just like mom said so I should be ok...just need to stop thinking about it just calm down breathe breathe breathe."

She thought to herself as she slowly begun hyperventilating. She reached for her throat with her hands feeling like the air was being sucked out of her.

As she brought her hands to her neck she heard the device beep.

"Warning chronologic time skip was displaced by omnitrix energy discharge and sudden movement of subject along with direct collision with large object destination..."

Suddenly the device beeped loudly again and stopped speaking. Gwendolyn began breathing heavier and looked down at the device which now had three large cracks sprouting from it blue static bolts streaking out of it in the direction of the cracks.

"No no no where am I? What's going on?!" She said in between her large breaths. She turned around panicked and saw that she was not in her home but on an alleyway where two rats were fighting over a pair of cheese and right next to her was a dumpster that she proceeded to throw up into.

She then wandered down and collapsed onto the side of the wall of the alley her head still reeling from both the impact and shock of what had happened to her.

"It's all over I failed and now Ken's gonna stay dead..."

She started crying at the thought, unable to stop the tears she laid down against the wall.

Once more she heard a voice from her wrist this time thinking she was crazy she didn't even bother bringing it up until it said something. She brought it up to her ear in order to hear what it was saying.

"Subject Gwendolyn Tennyson is currently suffering from time displacement syndrome and a minor concussion recommend emergency medical attention soon."

The omnitrix said in a robotic voice similar but different from the time bracelet she wore.

Gwen stood up quickly then fell back down from the effort but still too excited to stop she brought the watch up to her again

"You can talk to me!"

The watch stayed silent but Gwendolyn tried again

"Where am I? What time is it?"

This time the watch responded to her pleas

"The current time is 11:40 am you are in bellwood. You require medical attention the omnitrix is equipped to contact the nearest medical facility if you would like."

Gwendolyn's breathing finally steadied.

"Ok ok so I'm not helpless I can go to the hospital."

She was about to speak to the watch once more when she realized that she didn't have any money or ID on her. ID was critical for any hospital to know if you needed blood or any other kinds of treatment. She remembered how Ken had gotten hurt once and when sent to the hospital they had been unable to help him until they had his ID and learned he needed a blood transplant from a particular type. But far more crucially for Gwendolyn who at least to her knowledge was probably still in the US was the fact that she had no insurance. No insurance, no money there was no way they would treat her and even if they could she doubted they would even know what time displacement syndrome even was.

She asked the omnitrix what state and year it was and much to her displeasure her fears were confirmed

"You are in the United States in the city of Bellwood on Casey lane. The current year is 2013."

Gwendolyn smacked the ground frustratingly and quickly pulled her fist back up, shaking it to try and rid herself of the pain.

"Great just great stranded on my own while my family dies thanks a lot you stupid bracelet!" She said bringing up the arm with the time bracelet in front of her as if that would make it hear her better. Suddenly she heard a beeping coming from the omnitrix and then brought that arm up to her face placing the one with the bracelet back on the ground.

"Now what do you want?!" She fumed as the watch continued beeping for several more seconds before a sudden voice came through.

"Plumber alert radio signal locked on. If your listening to this be warned ghostfreak is trying to-"

The transmission suddenly cut out causing Gwendolyn to lose her temper

"Great thank you for that oh great omnitrix no wonder dad got rid of you you're useless!"

Suddenly as she was ranting at the omnitrix the sky turned dark overhead. For a moment Gwednolyn panicked and thought that somehow the helmeted man had found her and sent his shadows after her before quickly realizing that this darkness was much different it was purple and didn't look like a cloud; it was more like someone had put some kind of filter across the sky.

Suddenly the omnitrix beeped again

"Warning dangerous levels of corrodium detected omnitrix shielding activated."

Gwendolyn saw a strange green hue envelop her then disappear for a second she stood dumbfounded. Before she remembered something

Something her father had told her as a little girl.

"And then ghostfreak blanketed the earth in darkness screaming at our valiant young hero "Earth is now my domain!"

Gwendolyn remembered the story from her youth she remembered being scared and hiding underneath the covers in fright after hearing the tale.

"That's it I must've gone back in time to when ghostfreak did that but wait Dad said ghostfreak did that as a kid in 2006 according to the watch its 2013."

She looked down at the omnitrix then back at the sky. Slowly she inched her way out of the alley and turned to see large purple monsters turn and run after her.

"Great so I was right."

 She spun around and began running only for more creatures to appear down the block. With nowhere left to go she hit the button on the watch and slammed it down without looking only for it to beep once more.

"User Gwendolyn Tennyson is unqualified to transform or change form for a period of ten minutes."
The monsters down the road began coming closer enclosing her in a circle and continuing to march towards her.

She brought the watch up to her face in such a panic she nearly hit herself in the forehead.

"You cannot be serious unqualified? What does that even mean?!"

The omnitrix beeped again saying "Users dna is not used to the transformation process and therefore is unqualified to change after ten minutes as per the safety protocol installed by creator."

The monsters were even closer than before.

"OH COME ON! WE"RE IN THE PAST WE TRAVELED THROUGH TIME SO THE TEN MINUTES DOESNT MATTER!"

She roared at the omnitrix which merely beeped once more and replied.

"Omnitrix keeps track of user time with biomechanical functions and according to them the user detransformed roughly 9 minutes ago."

Tears of frustration and fear began building up in Gwendolyns eyes.

"WHO CARES ISN'T THAT CLOSE ENOUGH!"

Suddenly the omnitrix beeped and turned green

"Ten minutes have passed since last transformation user is now qualified to transform."

Gwen hit the button and slammed the dial before even looking at the hologram that popped up. She felt her body morph and change her legs retracting inside of her as new ones morphed and popped out just as wings sprouted out of her back. She burst out of the monsters that had jumped on top of her while she had changed and quickly was safe in the air.

"For a watch you sure have a lousy sense of timing." Gwendolyn now as stinkfly said, pointing two of her eyestalks at it in frustration while the other two scanned the ground below.

"User heart rate elevated recommended destress period one hour to compensate."

The omnitrix beeped in response.

"Oh shut up already." She said as she soared through the air looking around to see where she should go. The roads were filled with the now mutated people below her she couldn't figure out where she was supposed to go now. Frustrated she asked the omnitrix where to go to which its response was a simple

"Parameters of query unclear."

Gwendolyn huffed accidentally spitting out some goo onto one of the mutants below.

"Wonderful listen, how about you just tell me where my dad is? I'm sure he can fix this."

The omnitrix beeped at this

"Scanning for past Ben Tennyson omnitrix...location found 15th relou avenue."

Gwendolyn looked around with her eyestalks finding a sign to her left that said relou avenue was 1 mile from her location. Without wasting time she flew off in that direction and saw a large beam shooting up into the air clearly the cause of the strange mutations but still not remembering any of this from her fathers stories. She had never liked listening to the ghostfreak stories very much so her father didn't tell her as many of them a fact she was now sorely regretting. Below she saw a blue cat-like creature firing an orange laser at a similar looking Frankenstein creature to the one Gwendolyn had battled in the future.

"Seriously Ghostfreak you're trying to blanket the earth in darkness again? Don't you remember how this went last time?" Gwendolyn searched for the voice, eventually finding that it was her father who was speaking to a large floating monster Gwendolyn quickly realized had to be ghostfreak.

"Oh no I remember quite well how you tried to fry me forcing me to become a helpless prisoner in the omnitrix."

He snarled slashing at Ben with his claws who quickly ducked and changed into a large mechanical looking creature Gwendolyn quickly recognized as atomics. Ghostfreak laughed a laugh that sent chills through Gwendolyn's body as she floated above looking down at the battle below.

"Sorry Ben but going alien won't help you this time."

Suddenly another beam shot out from the projectors front glass like face and trapped Ben in a purple beam. The beam looked just like the shadows! Gwendolyn realized quickly. Ben's ally who Gwendolyn quickly realized must be Rook Blanco jumped in front of Ghostfreak and aimed his weapon at him only for it to be knocked out of his hand with one swipe from Ghostfreak's hand. He then was blasted by a beam that shot out of Ghostfreaks stomach area and was knocked unconscious sprawled helplessly on the ground in front of her trapped father.

"All too easy now I can at last concur earth by possessing its greatest hero."

Ghostfreak slithered over to Ben prepared to possess him while Gwendolyn panickily flew from right to left.

"Should I do something?"

She thought to herself unsure if doing so would have some sort of effect on the future and whether or not she was willing to take that risk. But before she had a chance to make that choice she was knocked out of the air by purple lightning fired by Doctor Viktor who had seen her floating above the scene.

She heard a series of Beeps after she landed and just like that she was back to normal. She got up slowly her head hurting even worse than before

She looked up and went wide eyes with shock. Ghostfreak stood above her staring down at her his one eye twisted with malice.

"Who are you and why do you have an omnitrix?"

He pointed at it with his left claw. Gwendolyn tried to hide it but it was too late Ghostfreak began slithering towards her causing her to panic and run away only to be caught by Doctor Viktor.

"Nice try girlie now then let me see your wrist." He held up her wrist to his one large purple eye that looked like it was about to burst free from its owner.

"Is it really what I think it is? Answer me fool."
Ghostfreak snarled after not being answered to which his minion quickly went wide eyed and turned his focus back to his master.

"Apologies master...I am simply perplexed by this device it looks and appears to function like an omnitrix but its features are much more...intricate." He said bringing his left hand to his chin.

"What but how Tennyson is the only one who should possess such a device."

Ghostfreak pointed his claw towards Ben who lay helplessly on the ground still after being hit by the beam of energy that had somehow stopped him from transforming.

"Yes master your right but somehow she...wait what is that?" Viktor grabbed her other wrist holding it up examining the bracelet that sat on it carefully.

Out of the corner of her eye Gwendolyn saw her father slowly regaining consciousness but he was still being hit by the beam.

"What is it now Viktor!" Ghostfreak asked clearly unhappy with being out of the loop.

"Master this device it... it's even more advanced than the omnitrix it's like nothing I've ever seen before... I must have it." He dropped Gwendolyn's right wrist, the one with the omnitrix and let it fall to her side where luckily for her the button hit her side causing the faceplate to pop up.

"You fool! Stop the girl before she-"
But it was already too late Gwendolyn slammed the faceplate against the eye of doctor Viktor who cringed at the blow. Suddenly her body morphed her legs once more becoming tiny stubs and her head and torso disappearing morphing into a large brain.

She was now brainstorm. She quickly blasted Viktor away falling to the ground her six legs supporting her and turned to face ghostfreak.

"You worthless pest I'll eviscerate you!"

Ghostfreak shot out a bolt of purple energy which Gwendolyn with her newfound intellect quickly realized her electricity could not match and rolled to the side quickly coming back into a standing position and shooting out a bolt of lightning at Ghostfreak who just as she had expected went intangible avoiding the blast.

"You missed." Ghostfreak chided a smile forming on his face.

Gwendolyn smiled as well quickly responding

"Actually my dear ectonurite I was indeed not aiming for you but rather that ridiculous contraption behind you."

 Ghostfreak's single eye went wide with panic as he turned and saw the blast hit his machine. The energy bolt brainstorm had used quickly spread throughout the machine causing it to malfunction and suddenly the beam it had been projecting into the air began to fade.

"NOO!" 

He screamed as he was reduced to ash by the now visible sun's glare.

With that the beam holding Ben vanished allowing him to stand and turn to face Gwendolyn who quickly scuttled over to him.

"Thank heavens you are alright fath-I mean famous homosapien." She quickly realized with her new found intellect courtesy of her brainstorm form that she couldn't tell her father who she was, why she had an omnitrix, why she had helped or even risk staying in contact with him lest he see the time bracelet that she possessed.

Ben dusted off his clothing and went to help his partner rook.

"Hey brainstorm guy mind giving me a hand." He asked turning to face her.

"Is he not aware of the fact that I am a changeling like him? Yes he must not have seen me change due to him only partially regaining consciousness when I had changed all he would have seen were bright green lights and the one called Dr. Viktor go flying."

Gwendolyn shook her head her thoughts sounded almost alien to her but she understood them all and quickly formulated a plan hoping that it would work or else she would be stuck here forever.

"Yes my dear fellow, yes indeed please step back and allow me to lift him." Gwendolyn grabbed Rook with her electricity, having him hover above her.

"Actually I just needed you to jolt him awake." Ben said looking at Gwendolyn confused by why she hadn't understood.

Gwendolyn almost slapped herself with her claw for being so dumb but stopped herself realizing that it wasn't something a cerebralcurrestacien with advanced intellect would do.

"Yes, apologies, my battle with the ectonurite seems to have rattled me a bit." 

Gwendolyn said hoping she was doing a convincing job of pretending to be a highly advanced cerebralcurrestacien and not a teenage girl who was frightened that her plan would either strand her forever or destroy any semblance of a timeline which apparently was possible according to her newfound advanced intellect. She sat rook down gently then sent out a small quick jolt causing Rook to shake his head and slowly rise up.

"Ben what happened to-"
"All taken care of courtesy of yours truly." Ben said hugging Gwendolyn and pointing at himself.

"So you helped him then?" Rook asked turning towards Gwendolyn who quickly nodded.

"Yes indeed actually it was I who-"

Suddenly she heard a loud siren and the three of them turned to see a large tan RV driving towards them. It stopped a few feet in front of them and two people exited the one on the right was Kai her mother who she was already elated to see but it was the other man Maxwell Tennyson whom she truly needed at the moment.

"Sorry Kai jobs already been taken care of maybe you should take notes and see how a real hero does things." He said smugly causing Kai to frown and cross her arms over each other.

"I thought she only got that way with me."
Grandpa Max strode over to the rest of them

"Well then Ben I guess those rumors you spread really did piss off ghostfreak just like our intel said."

Crossing his arms as well, not turning or even seeming to notice Gwendolyn.

Gwendolyn turned towards Ben, shocked at what she had heard.

"Do you mean to tell me that all of this started because you decided to spread a rumor about someone?"

Ben merely laughed putting his arm behind his back and tapping Gwendolyn on the head.

"Hey man how was I supposed to know they would make him angry enough to attack us? It's not my fault you know." He said causing Rook to cross his arms and glare at him as well. But the threes anger paled in comparison to Gwendolyns.

"It most certainly is a problem my dear simple minded friend do you realize all of this could have been avoided if you had simply kept your mouth shut? Dozens were hurt today because of your actions perhaps in the future you should refrain from such idle gossip." Gwendolyn said still in disbelief that this was the same person who had told her that gossip was bad. Ben seemed to consider that.

"Yeah I admit the whole mutating people thing was way out of line I should have shut that machine down when I had the chance." He said smacking his hand into his fist.

"Then why didn't you?" Kai said mockingly.

"Because someone was supposed to use the distraction me and rook provided in order to stop it." Ben said looming over Kai angrily who quickly begun doing the same.

"Well maybe someone was busy dealing with all the crazy mutations on the road that were blocking us and couldn't help the oh so great Ben Tennyson out!" She replied angrily getting in Ben's face.

"Geez they're worse than Ken and I were as kids." The thought reminded Gwendolyn of her plan and that time was running out.

"There there you two you both did well and are great heroes. Don't let anyone tell you differently no matter what. You two are wonderful people and I promise I won't let anything happen to you now or ever I'm going to-" Gwendolyn held her next part of the speech as she saw everyone looking at her with confused expressions.

Suddenly she realized a tear had formed and was running down her face.

"Dude, relax it wasn't that big of a deal, no need to cry over it." Ben said. Gwendolyn quickly wiped away the tear as Kai began screaming at Ben for being a rude obnoxious... word that Gwendolyn was pretty sure Kai had yelled at her for using. Gwendolyn stepped towards them again; she had so much to say and so little time to say it.

The two turned to look at her once more

"Listen I'm sorry for the way I've been behaving and I didn't mean to make you made Mo-Kai what I was doing was unacceptable and I'm sorry I made you so mad. And Ben you've really shown me that sometimes as kids we don't think our elders understand us because how could they they aren't kids. But I see now I was wrong, you really are just like me and I know you're always trying to guide me with that information. I can't promise you I'll get any better but I'll try. Goodbye."

With that she turned and walked away towards Max.

"Why did he call you two Elders?" Rook asked walking over to where Kai and Ben stood.

"Maybe he's a very young Cerrbrocurrestacien?" Kai replied looking at the retreating Gwendolyn curiously

"Geez I didn't mean for her to feel bad about crying now I feel like a jerk." Ben said causing Kai to become furious once more.

"You are a jerk Ben didn't you listen to him your a child!" She screamed.

"Oh yeah better a child then an elder jeez Kai maybe you should get some skin cream cause apparently you've got some wrinkles." This caused Kai to begin screaming furiously at Ben who proceeded to do the same while Rook merely shook his head at the two.

Gwendolyn approached Grandpa Max asking him to speak in private to which he nodded and brought her behind the rust bucket.

"This is as private as it will get if you'd like I can take you back to plumber headquarters or maybe your place at undertown...you do have a place their right?" He asked worried that the poor creature didn't have a home. Gwendolyn merely shook her head.

"Listen Grandfather I don't have much time I must see Azmuth quickly if I am to make it back." Grandpa Max merely scratched his head.

"Azmuth why? Is this about the whole cerrebural guys vs Galvan's because he doesn't like to-"

Gwendolyn merely shook her head once more interrupting max's speech

"No no I must see him I need an emergency teleport to his headquarters at once now would be preferable."

Suddenly her watched beep three times before morphing her back.

"No not now!" She screamed aloud only to cover her mouth so no one else could hear her.

"Whoa what the...you you changed...and you have an omnitrix? What's going on here? Is that you albedo? Trying out a new look huh well that won't-"
"No no listen my name is Gwendolyn I'm from the future." Grandpa Max merely stood their for a long moment weapon raised towards her then he dropped it to his side and breathed a large sigh of exhaustion.

"Oh boy...time traveler huh...well I can't ask you any questions I guess but do you have anything to prove it because otherwise I'm afraid I can't allow you to visit Azmuth unannounced." Gwen held up the time bracelet in front of him.

"This is how I got here and its broken according to brainstorm Azmuth is the only one who would now how to fix it." Grandpa Max looked at the gauntlet then rached into his pocket and grabbed something that scanned it quickly then beeped.

"Looks like your telling the truth well then here we go." He pressed a button on the device and suddenly the two were beamed away.

Gwen opened her eyes and looked around the white room with large windows screens that looked onto the lush green planet filled with huts and hovels and houses below.

"Max? This is a surprise why have you come here and who is this?" Gwendolyn turned and saw Azmuth the tiny two foot galvan looking at her curiously wondering why Max had brought her.

Before Max could speak Gwendolyn began retelling the whole story causing Azmuth's eyes to go wide with shock.

"Why on earth are you telling me this?" Azmuth asked causing Gwendolyn to be confused.

"How else will you know how to help me and Ben in the future against the shadows." Azmuth merely leaped onto her arm which surprised Gwendolyn who had not expected him to do something like this then he continued speaking

"My dear girl if I did that I would be interfering with time itself something very dangerous do you know all the laws regarding space time you've broken by being here? If paradox should discover this or worse the celestial council I'll be-"
Grandpa Max stepped forwards putting an arm on Gwendolyns shoulder

"Azmuth my granddaughter here is not leaving until you fix her device the sooner you get it done the sooner she leaves otherwise well I might just go introduce her to her father Ben."

Azmuth turned enraged at what Max had said

"Don't even joke like that Max." Then he sighed shoulders slumping as he did so.

"But I see your point come on girl lets get this fixed shouldnt take long now."

7 hours later...

"Done." Azmuth said at last, holding up the device for Gwendoln. It was now a clear white color instead of the gray it had been earlier but other than that it still looked similar to it before except now she had time to admire the design of two little rings wrapped against each other on opposite sides connected by a large crystal like design resting atop a gauntlet like device.

"About time well then Gwendolyn see you in a couple decades." Grandpa Max said rising up from his seat and putting his arm atop her shoulder.

Gwendolyn shook her head

"No grandpa I can't go back just yet."

Azmuth looked as if he might fall dead right there.

"What! But you must otherwise the timeline will be-"

"No I still don't know who or what beat my father in the future besides my families already dead anyways there's no point in me going back to the same time I have to go further into the past...or future I guess to you guys and stop whatever it is that did this before it has a chance."

Grandpa Max's face became lined with sadness upon hearing the fate of Gwendolyn's family while Azmuth's became further enraged.

"Unbelievable! Of all the reckless ideas I've heard...your worse than Ben is!"

Azmuth shook his head frustratingly.

"I can't allow this omnitrix creator override 10 zenith contingency shut down now and do not reactivate unless ordered to by me."

Gwendolyns eyes went wide with fury

"No you can't I need it to-"

"To fight against time itself no without the watch I'm guessing your no match for whatever monster you wish to battle so you'll have to return to the moment you left where this device will be useless to the villains there... I'm sorry but this is for the best."

Azmuth interrupted Gwendolyn before she could explain how desperately she needed the watch already knowing that without it there was no way she could beat anybody on her own especially not the monster she had seen from the future. The omnitrix beeped tears already were streaming down Gwendolyns face but to her surprise the omnitrix merely said

"Command code not accepted Zenith contingency no longer exists within omnitrix programing."

Gwendolyn let out a sigh of relief while azmuth a huff of annoyance.

"What are you talking about I programmed that contingency myself why does it no longer exist?!"

The omnitrix beeped to life once more

"Zenith contingency was removed by Ben Tennyson shortly after a battle where the creator had used it under the influence of mind control."

Azmuth's eyes went so wide they looked like they were going to jump right out of his body.

"He what?!"

Gwendolyn merely crossed her arms a smug look forming on her face while her tears dried.

"Looks like your living in the past Azmuth."

Grandpa max chuckled at that.

"Oh she's just like her grandmother."

Azmuth shook his head this time looking down at the ground in sadness.

"Very well then if I cannot stop you I am forced to help you." He looked back up at Gwendolyn arm containing the omnitrix

"Omnitrix creator override 10 unlock master control."

The omnitrix beeped then let out a bright flash and said

"Master control unlocked all alien transformations now unlocked."

Gwendolyn looked at the watch and then at Azmuth with a face of pure disbelief.

"You...you gave me full control...but I thought you didn't want me to win."

Azmuth merely shook his head

"Quite the contrary I merely didn't want you to damage the timeline although I guess for your goal it is one and the same thing. This should help you on your quest but please be careful what you do and never again cross paths with anyone you know from the future unless absolutely necessary." He said

Gwendolyn picked up the small creature and hugged him

"Oh thank you thank you thank you I won't let you down." To which his response was

"Please do I'm quite dizzy from being spun from this height." Gwendolyn quickly set Azmuth back down on the ground who spun for a few moments before sitting down and shaking his head once more.

Gwendolyn turned hugging her grandfather once last time.

"Goodbye Gwendolyn oh and don't worry my scientists are analyzing the machine ghostfreak had if that beam is somehow related to your future guys powers by the time you get back we'll have already found a solution." He said remembering what Gwendolyn had told him about the device turning off the omnitrix and had already called his top scientists while they had waited for Azmuth to be done with the time bracelet.

Gwendolyn nodded her thanks as she let go of him and thought about where to go next.

"If I may perhaps you should head back roughly 5 years or less to your time." Azmuth said noticing Gwendolyns confusion about what to do next.

"Why? Isn't it better to beat them before they get so powerful?" Azmuth nodded

"Maybe there is hope for you, yes that would be the ideal course of action but based on what you told me you know very little about who these people are and from the way Ben performed neither did he so perhaps you should try and find out more about them in the time that they are from."

Gwendolyn nodded realizing that Azmuth was right it would probably be easier to figure out more about them in her own time then further backwards.

"Take me to one year and one day before I put you on. But place me on earth." Gwendolyn said bringing up the bracelet to her mouth so she could speak directly into it. Luckily Azmuth had modified the device so she could also teleport to other destinations as well as times.

"Destination set time jump initiated."

Gwendolyn waved goodbye to her grandpa and Azmuth and then was gone.

"Ending recording"

"Oh that little scoundrel I can't help but sympathize with her a little its the only reason I never stopped her myself but even still her actions were almost as psychotic as the man who did this to her in the first place. Speaking of which I still have no idea who that man who wielded the shadows is myself which is strange to say the least. But oh well I suppose I'll just have to keep a close eye on this daughter of Ben's. 

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