[9] Close Encounters

Chapter 9: Close Encounters

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The Rust Bucket bounced over a pothole, jostling us as Grandpa Max navigated away from the smoking ruins of what was once a perfectly ordinary Walmart.

We'd left behind a scene of absolute chaos. A half-collapsed building, confused onlookers with their phones out, and an unconscious Southern Omega-level who'd probably wake up extremely pissed off.

I slumped against the worn fabric of the couch, my limbs feeling like lead. The Omnitrix pulsed a gentle red on my wrist, recharging after the intense Ghostfreak transformation. Something about possessing another person—feeling their emotions, swimming through their memories—had drained me more than any physical battle could.

It’d have been shitty if my charge ran out faster, I considered. I was aware that Ken Tennyson, the future son of Ben 10,000 from the show, had used Graymatter to tweak the watch and its limiters, which made me ambitious to do that too sometimes. But that happened in a cartoon, and Ken succeeded because he had to save his father to save the day. That was the plot. Reality might be different.

There was a reason Azmuth chose to put the Omnitrix interface on Ben’s back during Greymatter transformation.

It could be quite dangerous if messed with without knowing what I was doing. But I did plan to do it someday, just not yet. I didn’t want to take such a big risk when it wasn’t as if the Omnitrix was useless without it. I planned first to familiarize myself with other alien technology and then create a robotic prosthetic with a camera on it, so that I could easily perform an engineering surgery on the Omnitrix in my Grey Matter form.

Through the windshield, I watched Grandpa's eyes constantly flicking to the rearview mirror. His knuckles were white against the steering wheel, jaw set in that specific way that meant he was worried but trying not to show it.

No one had spoken since we'd peeled out of the parking lot. The silence hung heavy, punctuated only by the familiar rumble of the RV's engine.

Gwen moved from her seat at the table, sliding onto the couch beside me. Her shoulder pressed lightly against mine, warm and solid. Real. After being inside someone else's body, even these small physical sensations felt sharper, more defined.

"You okay, Ben?" she asked, her voice uncharacteristically gentle. "You haven't said a word since we left."

I managed a smile, my eyes meeting hers before dropping back to the Omnitrix. "I'm good. I'm just a little worried and irritated thinking what'd have happened if Xavier didn't back off."

She chuckled softly. "Yeah, true." The worry didn't fade from her eyes though, and she kept studying my face like she was looking for cracks in my armor. “Mind readers, huh… Hard to trust.”

For about half an hour, we drove in silence, putting miles between us and whatever chaos might follow. Eventually, Grandpa pulled the Rust Bucket into a secluded spot surrounded by trees, the branches providing a natural canopy. The engine died with a sputtering cough, and Grandpa swiveled his chair to face us.

"Ben," he said, his expression serious, "tell me exactly what happened back there with that girl, Rogue. You were inside her?"

I couldn't help the snort that escaped. "Grandpa… I think you want to rephrase that?"

Gwen smacked my arm. "Gross, Ben! Don't make it dirty when something serious happened."

I shrugged, still finding humor in the phrasing despite everything. "Yeah, Gwen, do you wanna know how it felt 'inside her'? It was pretty warm."

"Disgusting," Gwen glared, though there was a playful edge to her disgust.

Grandpa cleared his throat loudly, his no-nonsense expression firmly in place. "Ben."

"Sorry, sorry," I straightened up, sobering. "It all started when we went into Walmart. We saw this guy, Dr. Animo, ride in on a giant frog—"

"Through the wall," Gwen added helpfully.

"Right. Through the wall." I nodded. "I recognized him immediately because I had read an article about him before for a school project… He's a dangerous mutant with the ability to mutate animals."

Grandpa's brow furrowed. "A mutant ability like that?"

"Exactly. We saw him mutate a hamster and bird, and that’s when Rogue showed up. She works for Magneto. I heard her mention his name, and since I knew he was some super-terrorist mutant, I realized she was up to no good. She was there to take Animo back to Magneto."

I paused, remembering the cold, calculating look in Rogue's eyes as she'd casually backhanded that mutated creature across the store.

I continued, "I couldn't let her take Animo to him. I mean, imagine what he could do with someone who can mutate creatures at will. So I transformed into Four Arms to stop her. She was incredibly strong. You couldn’t have missed the impact that destroyed the entire Walmart… It was our punches colliding together. "

"And she absorbed your powers?" Grandpa asked, evidently familiar with how Rogue's abilities worked.

"Yeah. She touched me and suddenly gained some of Four Arms' strength. It was not a good feeling, not recommended. She nearly beat me to a pulp." My hand absently traced the phantom pain in my jaw. "So I had to get creative. I turned into that new alien, Ghostfreak, and possessed her body when she got distracted by the X-Men."

"Ghostfreak? I did see you for a brief second when your transformation ended, it did look like a ghost…” Gwen said. “What was that like?" she asked, leaning forward with undisguised curiosity.

I shut my eyes, trying to find words for the indescribable sensation. "It was kind of chaotic…? Like diving into an ocean of emotions and memories that weren't mine. And it wasn't just her in there—I felt fragments of everyone she'd ever absorbed. There was Wolverine, I think—and a scared teenage boy who felt betrayed. And this... cosmic woman with incredible power."

"...Captain Marvel," Grandpa supplied quietly.

I of course knew her name but didn’t say it intentionally. Somehow, to my lack of surprise, Grandpa was aware of her.

I nodded. "I think that’s what her name was. I don’t know, the memories were hazy. And beneath all that chaos was just... Rogue. Anna Marie. A scared Mississippi girl who felt betrayed by everyone she'd ever trusted. She had so much anger but also so much pain." I swallowed, feeling uncomfortable at how intimate the knowledge felt. "She hates this guy Bobby—Iceman—but there's still something there. And she respects Wolverine, even though they're enemies now."

Gwen was listening with rapt attention, her eyes never leaving my face. "So, when you possess someone, you experience their feelings? Must've been extreme."

I shifted uncomfortably. "Yeah, something like that. Like swimming in someone else's emotions.” I realized I’d already said that once. “Anyways, Ghostfreak is a special alien, I guess..."

And dangerous, too.

I knew what he was, and the danger he posed. If possible, I didn’t want to use him again.

The memory of Rogue's complicated feelings toward the X-Men lingered like an afterimage. Her bitterness. Her longing. The sense of betrayal that ran bone-deep. It felt wrong to have accessed something so private, even if it had been necessary.

"Anyway," I continued, "then you saw everything that happened. We got lucky."

Grandpa nodded thoughtfully, processing everything. "...I need to make a call and check our supplies. The stuff we bought at Walmart is probably buried under rubble by now. Thankfully we didn’t have to pay for it," he laughed, but it was obvious he was forcefully trying to lighten the situation. He stood, stretching his back with a series of pops. "You two stay put. I'll be back in a bit."

He stepped outside, the RV door swinging shut behind him with a metallic clank, leaving Gwen and me alone.

****

Silence fell when Grandpa left.

For a moment, we sat in silence—not the comfortable kind people shared on lazy afternoons, but somewhat odd as she refused to move to a different seat.

She remained on the couch, her shoulder brushing against mine, staring at the floor. I became acutely aware of the lack of space between us on the narrow couch and the way her knee occasionally brushed against mine.

After a long silence, as if she’d been waiting for me to talk, Gwen nudged me gently with her elbow. "Seriously, though, you were pretty amazing out there. That Rogue girl was so strong... I was worried."

I looked up, meeting her gaze. There was something different in her eyes—a softness, an intensity that surprised me. I couldn’t believe Gwen could have such eyes.

"Really?" I smiled, genuinely surprised by the compliment. "I thought all you ever did was insult me."

She rolled her eyes but didn't move away. If anything, she seemed to lean slightly closer, her voice dropping to something softer. "You're a dweeb. But you're still my cousin. I wouldn't forgive myself if you got hurt because I held you back earlier..."

The sincerity in her tone caught me off guard. We'd been at each other's throats for most of our lives, trading insults like currency. These brief moments of honesty between us were rare—and oddly disarming. I guess I owed Animo a thanks.

"Wow, Gwen Tennyson admitting she cares?" I teased gently, pushing her with my shoulder, trying to lighten the sudden intensity. "Quick, someone call the media."

She punched me lightly in the shoulder but didn't pull away, a flush creeping across her cheeks. The color suited her, bringing out the green in her eyes and the splash of freckles across her nose. Had those always been there?

An awkward silence settled between us.

I became hyper-aware of every small movement—the way she tucked a strand of hair behind her ear, how she lightly bit her lower lip. Thankfully, the Omnitrix pulsed on my wrist just in time, drawing her attention.

She reached out, her fingers hovering over the device before lightly tracing its edge. The touch was curious, almost intimate. Her fingertip slowly followed the curved metal of the faceplate, circling the hourglass symbol.

"Is this thing sensitive?" she asked, her voice barely above a whisper. "You know, to touch."

I burst out laughing, surprised. "You're asking if a machine is sensitive?" I asked,, wondering if she was aware of how close she was sitting or if she simply thought we were still the same kids who fought over the TV remote.

“Just answer~” she grumbled.

"Depends who's touching," I added playfully, watching her reaction.

She paused, blinking up at me, clearly caught off guard by my response. My previous life’s memories were finally helping me take the steering wheel of this inexperienced teenager’s actions. I was definitely being more forward than I'd been before.

When she didn’t answer, I continued. "I'd have lent it to you to check for yourself, but you saw how impossible it is to remove.”

She recovered quickly, leaning in even closer, a sly smile playing on her lips. "I was about to say ‘it’s the thought that counts,’ but… How about you let me make you transform once, instead? As in, I roll the dial and press it?"

The request surprised me, but I found myself nodding. "Hmm, sure thing. It seems to have recharged, so go on."

Her eyes widened slightly as if she hadn't expected me to agree. "Really? You'll let me?"

"Yeah," I extended my arm toward her. "Just press the green button and twist the dial until you see the silhouette you want, then press down. Gently."

She grinned, taking my wrist in her hands. Her touch was warm and light as she carefully turned the dial, watching the holographic projections of different aliens appear and disappear. I could smell her shampoo from this close—something citrusy and clean.

"So I just..." she murmured, more to herself than to me, fingers working the mechanism with surprising dexterity.

She moved across a bunch of aliens. Most of them that I hadn’t transformed into yet. Despite that, she stopped at Four Arms, the four-armed silhouette hovering above the watch face. Her eyes flicked up to mine, seeking confirmation. "This one?"

“Your call,” I said, curious about her choice.

She didn’t hesitate. Her finger lowered onto the dial, pressing it down with a satisfying click. A familiar surge of energy washed over me, rearranging and expanding molecules.

In an instant, I'd transformed into Four Arms, my massive red body barely fitting into the RV's interior, my head grazing the ceiling. I didn’t bother shouting the name this time.

Gwen, still seated on the couch, found herself at eye level with my waist. Her eyes widened dramatically, and she stared right ahead for a full second before quickly tilting her head up to meet my gaze, her cheeks burning.

"T-that was instantaneous even when I'm so close," she stammered. "I thought I’d get to see the process better. Impressive..."

"Yeah..." I looked down at her, noticing her flustered state. "Why Four Arms though?"

She cleared her throat, shifting on the couch. "W-well, he seems the strongest. Plus you fought using him the most, so I guess it had an impact on me?"

"...Uh-huh," I replied, not entirely convinced by her explanation. Without warning, I reached down and grasped her waist with two of my massive hands, lifting her until we were face to face. Her hands instinctively gripped my forearms for balance.

"B-Ben?! What are you doing?!" she gasped, her legs dangling in the air.

"I'm just showing you this body properly..." I held her gaze, a smirk tugging at my mouth. "You keep staring at the muscles."

"Oh." She blinked, then seemed to process what I'd said. "N-no?! You're crazy!"

"Yeah?" I challenged, keeping her suspended at eye level. Our faces were inches apart now, her breath warm against my skin. She looked away, down into my chest. When she realized where she was staring, she looked away again, to the side this time. Gwen grumbled, complaining, but the redness on her cheeks was unmistakable.

Is she attracted to Four Arms? I couldn’t help but find that funny. It must be so odd for her to find this form attractive, only to hold herself back knowing it was her dweeb cousin under the skin.

Despite that, there was something electric in the air between us—a tension neither of us seemed brave enough to address directly.

The moment stretched, seconds feeling like minutes as she turned her head back at me. We stared at each other, caught in whatever this strange new dynamic was.

The RV door suddenly swung open, and Grandpa Max's jovial voice called out, "Good news, kids! The supermarket down the road has everything we need for my famous deep-fried octopus surprise—"

He stopped mid-sentence as he entered, taking in the sight of Four Arms holding Gwen aloft.

I immediately lowered Gwen to the floor, perhaps a bit too quickly as she stumbled slightly upon landing.

"Aw- Jerk!" she snapped, smacking one of my arms.

Grandpa raised an eyebrow, looking between us. "Everything alright in here, kids?"

"Great!" I replied hastily. "Just, uh, explaining the watch to Gwen. She was curious how I could transform into so many different aliens and uh how strong Four Arms is."

Grandpa's eyes lingered on us suspiciously for a moment longer before he shrugged and moved toward the kitchenette with his shopping bags. “Alright, then! Be ready!”

Gwen smoothed her shirt, pointedly avoiding my gaze, but I caught the ghost of a smile playing at the corner of her mouth.

Something had definitely changed between us.

And I wasn't entirely sure what to make of that.

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