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BWAM! Gwen ducked behind a metal storage box just as Ben in the form of XLR8 dodged yet another one of Dr. Nefarious's blasts. "You really need shooting lessons dude, I think you almost hit someone there." she heard Ben taunt, then peeked out to see him stopping in front of Nefarious to goad him on. "You O.K Gwen?"he called over his shoulder and she popped up to shoot what spells she could in the enraged man's direction and respond at the same time "I'm fine thanks, but this guy has gotta go down." and it was true, they had been fighting for a while in this (thankfully) abandoned warehouse and the damage from all those missed blasts was beginning to add up.

Turning back to the fuming madman Ben started waving his arms around "Nah nah nah boo boo you can't catch me." he taunted, as if the foe really needed any more of that, and proceeded to dodge out of the way of the many ensuing energy blasts that followed.

1...2...3...left right left right he dodged, getting closer with each movement, and Gwen knew what he was about to do, trying to help him out with a few more spells meant to distract rather than harm until he finally leaped in the air for the grand strike. Looking back on the memory both kids would agree that that damn watch could be a bitch at times and that time was one of them when not 2 feet in front of Dr. Nefarious's face the watch timed out and Ben turned back into Ben, losing all momentum and getting caught by one of the now smirking man's metal gauntlets.

"Eh hehehe, nice weather we're having today huh?" Ben put on one of his famous 'Oh crap' smiles and rubbed the back of his head but the twisted smile on the doctor's face told him he had other things in mind rather than idle chitchat.

"Waaaaaaauuugh!" Ben yelled out as he threw him and was sent crashing into one of the containers, slumping to the floor not far from where Gwen was ducking, wide-eyed as she watched the tables turn for the worst. "Well well well, not so tough without your little Omnitrix now are ya brat?" it was now the doctor's turn to gloat and Gwen watched in horror as he raised his right gauntlet, ripe with a lethal energy blast.

Not happening .

"Vortress Nebulae!" she screamed as she launched herself out from hiding and ran over to her cousin, putting up a blue shield just in time to block the otherwise fatal energy blast which now only dissolved into a harmless cloud of smoke.

She heard the doctor grunt in frustration as she used it as a convenient cloak to pick up Ben by his shoulders and start to drag him around to cover. She didn't move fast enough though, Ben was too heavy and the smoke was dissipating too quickly for her to go unnoticed. She had Ben only halfway hidden when she heard Nefarious coo in a chilling tone "Aww another one I have to kill." her cover had been blown, but she finished hiding Ben anyways, not like it could hurt, then hid herself. "Come out come out wherever you are." she heard the doctor call out in a singsong voice that sounded anything but soothing "There's no need to hide from the nice doctor, he isn't going to hurt you...much".

Yeah right, like that's going to make me want to come out. Gwen thought to herself as she crouched over Ben's unconscious form, protecting his body with her own, she wouldn't be able to hide long though as the madman would probably just blast the makeshift shelter away, most likely effectively killing Ben and her. "Who's hiding Dr. Psycho?" she called out to him, guess some of Ben's taunting had rubbed off on her and though she was tired she was also pissed off at this guy for hurting her cousin- that was her job! "Kellecki Erock!" her scream bounced off the walls of the damaged warehouse and she heard as well as felt concrete spikes shooting up from the ground around the madman's feet and heard him call out in surprise. She heard clumping of heavy metal shoes and seeing her chance jumped up on top of a nearby container to shoot another spell at the doctor, who had been stumbling back in an effort to avoid the spikes. He regained his composure quickly, then saw her standing on top of the container which gave enough height so that they were about eye-level and swung his arm in an enraged and blind shot, not even aiming which is why it only hit the side of the container.

It was blown from under her feet but Gwen hadn't spent years in gymnastics for nothing and simply back-flipped onto another container next to it, this whole fight was costing her and she was sore all over from the fighting but Ben was knocked out so it was up to her now to stop this crazy man. He fired again, she dodged again and called out "Man Ben was right you really do need shooting lessons." well someone had to take over the taunter's roll so guess it had to be her.

She wasn't doing a half bad job either which was confirmed when Dr. Nefarious let out a howl of rage and charged up both gauntlets, then fired a pillar of energy straight at her, disintegrating everything his sight and she barely had time to set up another shield before it hit one millisecond later. "Stupid Tennysons!" she heard the doctor roar over the sound of destruction, "If it isn't one then it's another, I will decimate your entire family!" she would have come up with a witty remark if she hadn't literally been fighting like her life depended on it to keep the shield up as the only barrier to ward off the disintegrating blast.

Gwen was near fainting when he finally stopped to look around, scanning the destruction for any signs of life. She felt his gaze find her, but could do no more than fall to her knees she was so drained from the effort it had taken to erect a shield strong enough to withstand that attack. Nefarious laughed a maniacal laugh, raising his gauntlet straight at her face where there buzzed a somewhat flickering beam and gloated "Your whole family will die, and you'll be the first to go!".

Gwen looked at the beam that would undoubtedly kill her now, at least she had had a good run of it. Good-bye life she thought, closing her eyes and preparing for the end. He never got to carry through with that threat though, as a whooshing sound was all she heard, not the sound of a blast firing or angels singing like she expected and opening her eyes she saw a red form standing in front of the doctor. Her mind wasn't processing information really well right now due to fatigue and it took her a few seconds to realize just who that form was, then paled.

"What the...?" she saw Nefarious take two full steps back in surprise then gulp and tried to run only to be brought up short by something in his shoulder. It was then she noticed that Kevin Levin's Diamondhead arm was raised, raised and lodged deep into the doctor's shoulder. "Sorry bub, Tennyson's mine to kill." she heard him growl casually before he ripped his arm sideways, sending the doctor flying with a few shards still left in his shoulder and he smashed into the wall, leaving a crater before he slumped down to the floor in a defeated mass of metal.

Gwen's eyes followed the doctor, she saw him crash into the wall, she saw him slump down, she didn't notice Kevin turn around to look at her until he was standing straight in front of her, glaring at her with a murderous look on his face. When she did though she froze, then gulped- this was way past bad- this was way way past bad Nefarious was down but now Kevin Levin had shown up, Ben was unconscious, and she couldn't even stand much less fight. "Where is the other one?" Kevin barked and she told herself to keep her mouth shut- something she was pretty sure would be happening permanently in a short amount of time-and he growled, his Vulpimancer fists clenching and he stepped forward menacingly, "Where is Tennyson?" he repeated.

Standing with the added height of the container Gwen had been almost eye-level with Nefarious, Kevin was a little bit shorter than him and now that she was on her knees she was eye-level with him too and quickly ran through he options. She knew enough to know she couldn't take him on, even if she said zip he would eventually find Ben, and there was pretty much no way out in which the two of them would live...unless. She shot a look at Ben, still lying where she left him behind the container and looked back at Kevin, well if it wasn't one way then it would be another tonight and she had no regrets.

Her glance had been quick, a mere twitch of the eye but Kevin followed her gaze, then smirked. "Not a very good hider huh?" he remarked, and threw a smirk over in Gwen's direction "Thanks." he said before turning his back on her to kill her cousin. She only had one shot at this, she had to make it count. Gwen threw up her hand in Ben's direction and screamed out "Meven Aweg!", she'd only just learned of this spell and she hadn't had time to practice it yet but she prayed that it did, it had to.

It did because then a translucent pink dome appeared around Ben's unconscious body and in the next second he was gone without a trace, Kevin's diamond hand now in the shape of a knife where his head would have been and a what-the-heck-just-happened look on his face. Gwen hated teleportation spells, they always drained her so much and the draining effect was proportional to the distance you had to teleport, so in this case she was nothing short of screwed. Dimly she heard Kevin's surprised grunt, then a distant roar and a tiny laugh she didn't even recognize as her own as she fell back onto the container with a little thump.

Blackness clouded her vision, was this what dying people saw in their last moments? Her life wasn't flashing before her eyes but that was O.K, she knew it all by heart anyways. Hey that was a rhyme! Maybe she could've been a poet. Gwen chuckled silently to herself, was this the things dying people thought of before they passed on? Ben was safe, she was happy, and she had no regrets and she was ready to see Saint Peter at the pearly gates. Maybe grandma would be there...Gwen smiled to herself one last time as the darkness closed in and her senses were blotted out forever. Good-bye life... she thought.

She wasn't able to feel herself being picked up and held tight by orange-furred arms. She wasn't able to smell the soft scent of daisies as she was set down gently on a bed of the flowers. She wasn't able to taste the salty tears that fell to her face. She wasn't able to hear a guilty, anguished sob ripped from a single throat. She wasn't able to see Kevin mourn as he wept over her dead body.

She had already left this Earth, she had already left he who had secretly loved her behind.