Not good, not good at all...

"I've got you Gwen!" Grandpa says as he grabs and pulls on her. One hand on her arm, the other on the RV. Malware shrinks more and more as the wind picks up, the green arcs from earlier now big and powerful, escaping the mechamorph and striking the trees, some burn, some slice, some vaporize. Then a bright flash and a loud BANG! erupts from Malware as he explodes.

"BEN!" Gwen, Grandpa, and even Azmuth shout.

Ben wasn't ok, he really wasn't ok. As he wiped the tears from his eyes laying on the ground he noticed something unusual, or rather, something usual about his wrist.

The Omnitrix wasn't there.

Ben panicked as he hurried to stand, not bothering to dust himself off as he looked around him for it, or what was left of it. However, his eyes landed on Gwen, sitting with her back on the RV wall, rubbing the back of her head. He felt his lips quiver into a smile as his eyes filled with tears once more.

"Gwen... GWEN!" He shouted as he started running towards her as she stood up. Not even having the chance to open her eyes as she was glomped onto the ground by Ben. Mumbling ineligibly rubbing his face into her neck, crying.

"I-I-III th-thought y-you we-were gone, I tho-ought I-I lost you, and I w-as so wor-ried, and-and-and..." Ben stuttered out as he pulled her into an even tighter hug.

"Calm down doofus, it's gonna take more than that to take down Gwen Tennyson." She all but whispered into his ear as she rubbed his back up and down. "I'm ok, I'm ok."

"Yes, but is the Omnitrix ok? It was at the cause of the explosion if I am not mistaken." Azmuth said, causing the duo to jump. Ben quickly put his head down, as both Gwen and Azmuth looked at his empty wrist.

"Ben, I-" She stopped mid-sentence. Not knowing what to say, but he just looked at her and smiled.

"It's ok, at least Malware is destroyed." At least your safe went unsaid but not unheard.

"I'm not dead yet Tennyson." They heard a deep voice they recognized. They turned to see bit of black and yellow pulling themselves together to form Malware, in his original state, staggering, struggling to stand.

"No, your supposed to be dead." Ben muttered.

"And I soon will be, even now I can feel the DNA of a million aliens. Overwriting my own, it is taking all of my strength to form. Please, father, help me." He said as he fell onto his knees, reaching out to 'father', but before Azmuth can do anything Ben says something.

"NO! He's has given you several chances, and you took advantage of all of them. How many people did you hurt, did you kill? Do you even know, do you even care?" Ben said with anger and sadness in his voice. "You don't deserve another chance!"

Malware then falls apart into a puddle, colors turning. The puddle is now black, with pink, green, red, and yellow circuitry.

"Well, that's the end of that I suppose." Azmuth says as teleports in what appears to be a vacuum cleaner for liquids and turns it on. It starts to clean the mess on it's own.

"What's going to happen to what's left of him?" Gwen asks.

"I'll study what I can, and see if any parts of the Omnitrix can be salvaged, other than that I haven't given it much thought."

Ben looked to his wrist expectantly, as if thinking that the watch will just materialize on him. Grandpa put a hand on his shoulder facing him.

"Ben, it's gonna be ok. I know the Omnitrix meant a lot to ya but-"

"Can we go home, please?" Ben asked, looking depressed as he interrupted Grandpa Max.

There was a pause, a pause that lasted for five seconds.

"Yeah, yeah we can if you want."

"I'd like that."

The ride home was silent.

It was only when they arrived did anyone talk. As Ben walked to his empty home(His parents decided to take a vacation of their own since he was on a road trip).

"You've been quiet kiddo." Max said, his worry obvious in his voice.

"Yeah, I guess."

"You've had it rough the last couple of days, why don't you go rest up."

"Ok." Ben said as he opened the door and walked in. Azmuth standing on the side of the couch.

"Grandpa, is Ben gonna be ok?" Gwen asked turning to look at him.

"Yeah, just give him time."

"I come seven thousand lightyears away and I don't even get a formal greeting." Azmuth says as he turns to face Ben, who had fallen face first into the couch.

"Oh, hey Azmuth." Ben said apathetically.

"You know you've been doing an awful lot of heroing since you took possession of my Omnitrix." Azmuth stated, walking up next to Bens' face.

"So?"

"So, you succeeded and proved me wrong Ben Tennyson, you proved that the Omnitrix wasn't just trouble in the making, that it could be more than a weapon, that it could be a symbol of hope." Ben turned to look at Azmuth as he continued.

"Losing the Omnitrix was hard, wasn't it." He sounded like he was trying to comfort Ben.

"Yeah, it felt like it was a part of me, it made me feel special."

"The Omnitrix didn't make you special Benjamin, you made the Omnitrix special." Azmuth stated as Ben sat up stared at him in wonder.

"I have been working on a new Omnitrix. The one you had was the prototype, a proof of concept if you will. This new Omnitrix won't be ready for another year or so, would you like to have it?"

"I... I don't know. I don't know anymore." Ben said as he curled up, arms wrapped around his knees.

"Well,-" Azmuth said as he walked outside "the offer stands." and teleported back to his lab.

Ben went to bed early that night, not bothering to change into pajamas.

He was having trouble sleeping that night. Tossing and turning in the bed. If one looked at him they would assume he was having a nightmare, not entirely untrue. Unknown to anyone though was that under his shirt was a bit of what was left of Malware. Glowing green and pink it sinks into Ben, as if being absorbed into his skin.

Where am I? Ben thought to himself as he looked around. It looked like some sort of city, but the buildings were all the same solid shade of green. No windows, no doors. The ground was black, yet it seemed to pulse a vivid shade of pink, similar to Gwens' magic. There was no light, yet he could see perfectly. He walked around for what seemed like hours, eventually he saw a bright pink light. Being the only lead he had to figuring out what was happening he walked toward it. Oddly, he noticed, despite the light blocking his vision it didn't hurt to look at it.

He came to what he could only compare to a circular clearing in this place. A black blob in the center, glowing pink and sparking green electricity. He could practically feel the heat radiating off of it, soothing him, pulling him in. Ben took slow steps towards it until it right in front of him. He reached out and touched it with his palm.

It stopped sparking. It stopped glowing. It stopped being black.

It became indescribable. A color that doesn't exist. Warmth with no heat. Sparkling without light.

"The Omnitrix didn't make you special Benjamin, you made the Omnitrix special."

It had opened up to reveal a single gigantic eye. As if the entire thing was an eye. Yet he did not pull away. And then, it, no she he realized, spoke without words.

Master/Owner/Life Giver/Father?

Ben gasped as he awoke, throwing the covers off of him and sitting up. Sweat running over him.