Chapter 1: The Fall of a Hero

The Rustbucket soared through Earth's atmosphere, its engines strained from the high-speed escape. Inside, Ben Tennyson slumped in his seat, breathing heavily. His ten-year-old hands trembled as he stared at the Omnitrix strapped to his wrist. It was supposed to be cool—turning into aliens, being a hero. But tonight, it had almost cost him his life.

"That was way too close," he muttered.

"Tell me about it," Gwen shot back, arms crossed. "Next time, try not to get captured by a space warlord, doofus."

Max Tennyson, the oldest and wisest of the trio, glanced back at his grandchildren from the driver's seat. "You both did good back there. But Ben—" his voice grew serious, "—this isn't just a game. You have to start thinking before you act. You've been given something powerful, but power without responsibility is dangerous."

Ben huffed, looking away. He didn't want another lecture. He just wanted to forget about Vilgax, about how close he'd been to—

A fiery explosion erupted behind them as Vilgax's warship was consumed in flames. The Rustbucket skidded to a stop near a forest clearing. The three of them stepped out, staring at the burning wreckage in the sky.

"Well," Ben smirked, "I guess that's the last we'll see of—"

A loud crash cut him off.

Something had fallen from the explosion—something massive. The ground shook as a scorched, battered figure slammed into the dirt just a few feet away. Smoke and embers swirled around it. Then, a low, guttural growl.

Vilgax.

Despite the burns covering his body and the heavy damage to his armor, he was still alive. His crimson eyes glowed with raw hatred.

"You cannot escape me," Vilgax snarled. His tentacles lashed out with terrifying speed—straight at Ben.

It happened too fast.

One second, Ben was staring in horror, frozen in place. The next, something knocked him aside. He hit the ground hard. A wet, sickening thunk echoed in his ears.

Then silence.

Ben blinked, heart pounding. He turned his head.

Max stood where Ben had been. Vilgax's tentacles were buried deep in his chest.

For a moment, no one spoke.

Then Gwen screamed.

"GRANDPA!"

Vilgax yanked his tentacles back, and Max crumpled to the ground. Ben barely managed to catch him before he hit the dirt.

"No, no, no, no—" Ben's hands scrambled to press against the wound, but there was too much blood. It was seeping through Max's shirt, through Ben's fingers, staining everything.

Gwen dropped beside them, tears streaming down her face. "Grandpa, stay with us! Plumbers! Somebody—help!"

As if in response, bright lights filled the sky. A group of Plumber agents in armored suits landed in the clearing, their weapons aimed at Vilgax. Energy blasts fired, and the warlord howled as he was overwhelmed and restrained. But Ben barely noticed.

Max's breathing was ragged. His eyes, once so full of strength, were dimming. He reached up weakly, resting a hand on Ben's shoulder.

"Ben… listen…" Max's voice was barely above a whisper.

"Save your strength, Grandpa! The Plumbers can help you!" Ben pleaded.

Max shook his head, a small, sad smile on his lips. "No time… Listen, Ben. With great power… comes great responsibility…"

Ben's breath hitched. "Grandpa…"

"Promise me…" Max's grip tightened for just a second. "You'll do what's right…"

Ben's entire world felt like it was crumbling. He couldn't breathe. He couldn't think. He just held onto Max, as if holding on could keep him here.

But then Max's hand slipped from Ben's shoulder. His eyes slowly shut. And his chest rose one last time—then stopped.

The Rustbucket, the forest, the Plumbers, the world—all of it faded away.

Because in that moment, nothing else mattered.

Max Tennyson was gone.

And Ben Tennyson would never be the same again.

----

Ben sat in stunned silence, his hands shaking as he looked down at his grandfather's body. Max Tennyson, the man who had taught him everything about being a hero, was gone. There was nothing left but the blood-soaked dirt and the shattered remnants of what used to be their family. Gwen's cries echoed through the clearing, but to Ben, it all felt distant—like it was happening to someone else.

The Plumber agents worked efficiently, securing the area and neutralizing Vilgax, but Ben couldn't focus on them. His mind was a whirlwind of guilt and disbelief. How had it come to this? If only he hadn't been so reckless, so arrogant. Maybe if he had just listened to Max, things would've been different.

But now, Max was gone.

Hours later, they were transported to the Plumber base hidden within Mount Rushmore. The underground facility was a hive of activity, but the usual bustle seemed muted compared to the heaviness that hung over Ben, Gwen, and the remaining Plumber agents. They were ushered into a sterile conference room, where the harsh lights cast long shadows on the walls. It was in this cold, emotionless place that they were forced to confront the truth of what had happened.

Ben stood by the wall, staring at the floor, his fists clenched tightly at his sides. Gwen sat at the table, her face pale and streaked with dried tears. The silence was suffocating.

Then the door slid open, and a small, hovering figure entered the room—a figure Ben recognized instantly. It was Azmuth, the creator of the Omnitrix. His appearance was far less imposing than Ben had expected; his small, alien form seemed almost comical. But in that moment, Ben didn't find any comfort in the sight of the genius who had once trusted him with such power.

Azmuth hovered in front of Ben, his glowing eyes scanning the room. "I trust you both are… well?" he asked, his voice filled with a quiet, clinical detachment.

Ben didn't answer. Instead, he pulled off the Omnitrix, holding it in his palm, the weight of it feeling heavier than ever before. He couldn't even bring himself to look at it.

"I'm not worthy of this," Ben said, his voice cold. "I've failed. I got my grandfather killed. You should take it back. It should never have been mine in the first place."

Azmuth's expression didn't change, but his eyes narrowed slightly. He floated closer to Ben and the Omnitrix, and after a long pause, he spoke. "You are wrong, Ben Tennyson. The Omnitrix was never meant to be about worthiness. It is about responsibility. Your actions, while misguided, have been guided by that very responsibility. But it is clear that you need time to understand that fully."

Ben's heart twisted at Azmuth's words, but it didn't change how he felt. Max was gone, and all the power in the universe couldn't bring him back. "Just take it," Ben said, his voice quieter now. "Please."

Azmuth reached out, taking the Omnitrix from Ben's hand. As he did, Ben felt a strange emptiness settle in his chest. He had wanted this, wanted to be rid of the burden. But now that it was gone, he wasn't sure who he was anymore.

"You've made your choice, Ben," Azmuth said, his voice soft but firm. "But I know the Omnitrix will find its way back to you when you're ready. Perhaps not through you… but through someone who understands its true purpose."

Ben's eyes flickered toward Gwen, sitting across the room, her expression unreadable. He didn't speak, but his thoughts churned in the silence. He couldn't ask Gwen to bear that responsibility. It was too much for anyone.

Azmuth, as if reading Ben's thoughts, turned to Gwen. "I entrust the Omnitrix to you now, Gwen Tennyson. It is not a burden that can be borne lightly, but you are connected to it in ways that Ben may not understand yet."

Gwen's gaze was unwavering, though she seemed as uncertain as Ben had been when he first wore the watch. But there was a quiet strength in her that Ben had always admired. She nodded slowly, taking the Omnitrix from Azmuth's outstretched hand. The weight of it felt different in her grasp—lighter, somehow.

Ben didn't know what to say. This wasn't what he wanted. He didn't want to leave Gwen with this responsibility. But somewhere deep inside, he knew Azmuth was right. The Omnitrix wasn't just a tool of power. It was something far more complex, something that only someone who truly understood it could wield.

"Thank you, Azmuth," Gwen said quietly, her voice steady despite the turmoil she must have been feeling.

Ben stood in the corner, still numb. He couldn't bring himself to say anything. Instead, he turned toward the door. The silence was deafening, but Ben didn't care. He needed to be alone.

As he stepped out of the room, the door slid shut behind him. He leaned against the cold metal, his head spinning. His thoughts were a storm of guilt, confusion, and anger. He had failed Max. He had failed his family. And now, Gwen was left to carry the weight of the Omnitrix.

He didn't know where he was going, but he knew he couldn't stay there. Not yet.

Azmuth turned to Gwen once Ben had left, his expression unreadable. "The Omnitrix will test you, Gwen Tennyson," he said. "But if you are as wise as I believe you to be, you will rise to the challenge."

Gwen looked at the Omnitrix, her hand resting on the device. She wasn't sure she was ready for this. But as she glanced toward the door where Ben had just left, she knew something else.

She was the only one who could help him now.

....

The door to the conference room slid shut behind Ben, leaving Gwen alone with Azmuth. The weight of the Omnitrix in her hand felt heavier than it ever had before. She stared at it, turning it over in her fingers, the glowing symbols shifting under her touch. It was a reminder of what Ben had lost—and what she might soon be burdened with.

Her mind raced. This wasn't just some tool. The Omnitrix was a responsibility, a power that demanded control, focus, and sacrifice. It wasn't just about transforming into aliens—it was about being a hero, making the hard choices, and sometimes, losing everything.

She could feel the heaviness of it in her palm, and yet, her heart wasn't in it. She'd never felt the same connection to the Omnitrix that Ben had. Her interests had always leaned toward magic and its mysteries. The Omnitrix was a technology, a device of science, not the arcane arts she had studied. She wasn't sure she could wield it the way Ben could. Not the way Max had wanted him to.

"I don't think I can do this," Gwen finally said, her voice low.

Azmuth, who had been observing her quietly, nodded with a mixture of understanding and disappointment. "You have to understand, Gwen Tennyson. The Omnitrix was never meant for a single person. It chooses who it needs. But I can see that you are not ready, just as Ben is not—at least, not yet."

Gwen hesitated. Her fingers tightened around the device. It wasn't the power that scared her, it was the responsibility. The immense weight of it all. Her mind wandered back to that moment, the flash of Max's lifeless body, and how helpless she had felt.

"I believe Ben is more suited to have the Omnitrix than I am," Gwen said, her voice steady but uncertain. "Besides, I'm more into magic than alien tech. I don't know if I can balance both."

Azmuth stared at her for a long moment, his expression inscrutable. Then, he sighed. "Your reasoning is sound, Gwen. I am disappointed, but I understand. Ben's path is a difficult one, and perhaps he will come to realize that he must carry this responsibility when the time is right."

Gwen's heart sank at his words, but she knew deep down they were true. Ben had always been the one destined for this. And she... she didn't want to see him carry that weight alone, but she couldn't take it for him either.

"I still have a duty, then," she said quietly. "I will guard the Omnitrix until Ben is ready. I'll keep it safe for him, just like Max would've wanted."

Azmuth nodded, his glowing eyes softening. "Very well. It is the wisest course of action for now. The Omnitrix will return to Ben when he is ready, and you will help guide him on that path."

With a final glance at Gwen, Azmuth turned to leave, his hover-chair silently floating out the door, leaving her alone with the decision she had made. She stared at the Omnitrix for a long time, lost in thought.

The Funeral

The sun had set as the small group gathered around the makeshift grave in a quiet corner of the Tennyson family plot. The wind whispered through the trees, carrying with it a chill that seemed to match the heaviness in the air.

Ben stood at the edge of the site, his hands buried deep in his pockets. His eyes were red from crying, but no tears came now. Gwen stood beside him, her gaze fixed on the grave, her heart aching for the loss they had both suffered.

Ben's parents, still in shock, were seated nearby, their faces pale and hollow, but they, too, said nothing. They had already told Ben that Max had died in an accident, but the truth—everything Ben had learned about Max's death—hung heavily over them all.

The ceremony was short and solemn. The family and a few Plumber agents attended, and Gwen could feel the unspoken weight of loss in the air. But none of them knew what it felt like to lose Max the way Ben had. They hadn't been the ones who had grown up with him, traveled across the world with him, and looked up to him. To them, he had been just another hero—another soldier in the never-ending war against evil.

But to Ben, Max had been family. Max had been the one person who always understood him, always believed in him, even when he didn't believe in himself.

Ben stayed silent the whole time, watching as the dirt was slowly shoveled over Max's casket. The world felt hollow, distant, like it no longer made sense.

He couldn't go on pretending everything was fine. He couldn't be the same Ben he had been before.

Ben's Resolve

That night, after the funeral, Ben stood on the balcony of the Tennyson house, gazing out at the stars. His mind was a storm of conflicting emotions. Guilt, anger, frustration—he couldn't escape the feeling that he had failed. That he had somehow let Max down.

But he also felt something else—a sharp clarity that cut through the darkness. Max's death hadn't just been a tragedy. It had been a wake-up call. It was the moment that everything in Ben's life had changed, and there was no going back.

He wasn't a child anymore. He had been given the power of the Omnitrix, and though he had pushed it away, it would eventually find its way back to him. He knew that much. But until then, he needed to be something more.

He needed to be ready.

Ben clenched his fists. His eyes narrowed. He had seen what it was like to lose everything. To be helpless. And he couldn't let that happen again. He wouldn't let anyone else suffer because he hadn't been prepared.

He turned away from the balcony, his decision made.

Ben wasn't just going to be a hero anymore. He was going to be a symbol. A force. He was going to become the kind of person who could protect those he loved. Someone who could face any challenge, no matter the cost.

And he was going to do it without the Omnitrix.

"I'll train," he muttered to himself. "I'll get stronger. I'll never be helpless again."

Ben's path was now clear. He would train his body, his mind, and his soul. And when the time came—when he was ready—he would take the Omnitrix back, and he would be the hero Max always knew he could be.

But for now, he would be something else. Something harder. Something driven.

He would become the one who faced darkness and fought it with everything he had. The one who would protect the world—no matter the cost.

To be continued....