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Ben 10: Earth's Mightiest Heroes

Chapter 29: The White-Starred Whale

Notes:

(See the end of the chapter for notes.)

Chapter Text

New York, Earlier

The train pulled into Grand Central Station, jolting Ben from his thoughts. He glanced out the window as the iconic station's vaulted ceiling appeared. He could tell the hustle and bustle of New York City from the crowded platforms.

"Welcome to New York," he muttered, tucking his phone into his pocket and nudging Emma awake. 

Emma stirred, blinking groggily. It didn't take long for her to realize the support on the left side of her head. She quickly sat up and looked down at herself, wrapped in the blanket he'd given her. "Sorry for falling asleep on you… literally."

Ben waved it off. "It's cool. It looked like you needed a good rest anyway. Are you feeling better?"

Emma was thankful she couldn't reach out to other minds while sleeping. That would make dreaming more complicated than it needed to be. Now that she was awake, there were familiar echoes from the people around her, and it was much louder than  it was  in Boston.  'That's what I get for moving to New York , I suppose .'  Emma quickly latched onto Ben's white noise and breathed a sigh of relief. "It was one of my nicer ones. So, already here?"

Ben smiled. "Yep. We've arrived."

The two stood up, grabbed their bags, and exited the train. 

The grand expanse of Grand Central unfolded before them—the high, arched ceiling, the massive chandeliers, the marble floors.

Ben couldn't help but notice Emma looking up at the ceiling, momentarily mesmerized by the station's grandeur. He chuckled softly. "Pretty impressive, huh?"

Emma nodded as she took in the sight. "Yeah..."

They walked side by side through the  throng  of people. 

Compared to Boston, this was all new for Emma. 

"So," Ben glanced at her. "First impressions?"

"Loud, "  Emma smirked. "But... exciting. "

"That's New York for you. It's full of surprises." Ben had been to New York on his prior Earth, and it seemed the atmosphere was the same.

They reached the main terminal and read the time on the iconic center clock.

"So, what's the plan now? "  she asked.

"We've got time to drop off our stuff before lunch. Any preference?"

" Uh, just anything simple. "

" Signature New York pizza it is!"

Emma rolled her eyes in amusement. Granted, she was in the mood for it now that he brought it up. "So, what do we do first? "  Despite having moved out of her parent's home, the transition was  rather  haphazard. "There's a lot of things I have to do, from exams to applications."

Ben stopped beside her and gave a slight nudge. "Calm down. You don't have to do everything all at once. When we get settled, you can start planning your schedule. One step at a time, okay? We've got a whole city to explore.""

Emma nodded slowly. "Yeah... one step at a time."

Ben smiled reassuringly. "Exactly.  First  step, drop off our bags. Then we'll go from there."

Emma took a breath. "Right... So, what hotel are we staying at?"

He smirked. "You'll like it. Real modern."

Emma blinked. "Oh, okay. "  

Ben and Emma exited the station and hailed a cab. He held the door open for her. "Ladies first."

She glanced at the cab and then back at Ben. "Why, thank you."

Ben patted the top of the cab. "Edison, Times Square. "

" You got it!"

Emma smirked. "Center of the action. Nice."

They  both  climbed in and looked out the window as they traveled through the city. As expected of the busy New York streets, there were honking cars and distant chatter. Ben sat in the back seat, one arm resting against the door as he looked out the window. Emma sat beside him, focused on the blur of buildings. The cab driver barely acknowledged them as he hummed  along  to a classic rock radio station.

"I think that's the fourth variation of Ray's Pizza, "  Ben said. "Finding the best one might take time."

Emma chuckled. "I'm sure you'll get through them eventually.  You know,  even though my family is  rich , they never listened to me about wanting to visit New York.   

"I guess I can understand. Not all of it is the high society type. "  Ben smiled faintly. "It's got a charm if what I've seen in movies is true. "

"Let's hope. "  Emma leaned her arm against the door. "Ever heard that rumor about dropping a penny over the side of the Empire State Building? "

" Yeah, but there's no way that's true. "

" What makes you say that? "

" That place has got to have thousands of visitors a week. "  He rolled his eyes. "If even a tenth of the people tried chucking coins over the side, we would have gotten major news stories by now."

She smirked. "True. So what you're saying is. You'd be more than willing to do that with me without feeling guilty."

He smirked. "You could have just asked, and I would have said yes. Never been to the building either."

Emma rested her head back against the seat. "I could, but that would be the easy way."

#

Eventually, the cab pulled up to the curb in front of a modest hotel, and Ben reached into his pocket to pay the driver. 

Ben grabbed his bag from the trunk and nodded toward the entrance. "Come on, let's get checked in."

Emma followed as they walked up the steps. When they stepped into the lobby,  there were  a few other guests milled around, but it was mostly quiet. 

The front desk clerk, a middle-aged woman with a polite smile, greeted them as they approached. "Welcome. Do you have a reservation?"

Ben nodded and pulled out his phone, showing her the details. "Yeah, two adjacent rooms under Tennyson."

The clerk glanced at the screen, typing something into the computer. "Alright, I see it here. Two rooms. You'll be on the fifth floor. "  The clerk handed them two key cards and smiled. "Here you go. Room 510 for you, "  she said, looking at Ben, "and room 509 for your friend. "  She glanced over at Emma with a friendly nod.

"Thanks, "  Ben said, taking both cards before handing one to Emma. "Separate rooms, "  he added with a chuckle. "Didn't want to make you feel uncomfortable."

Emma looked at the key card in her hand and  gave a small, appreciative smile .  "Thanks. I  really  appreciate that. "

" Yeah, I figured you'd want some privacy after everything. No pressure to eat out and hang out tonight."

They reached the elevator, and the car began its slow ascent. When the elevator chimed and the doors opened, they stepped into a quiet hallway. Ben led the way to their rooms. 

"So, here we are, "  Ben said, leaning against the doorframe. "Your room's right next to mine, so if you need anything, just knock."

Emma gave him a nod, her fingers still playing with the key card in her hand. "I think I can manage for the most part."

Emma unlocked her door first. She opened it to find a cozy, furnished room.  Emma took in the space—clean, simple, and private It  was way better than the alternative: wandering around New York without a plan.

Emma dropped her bags by the door and plopped right onto the mattress. "So soft. "

" I take it that you like the place."

Her voice  was muffled  into a pillow, but the thumbs up said it all.

"I'll leave you to get settled, "  Ben said, stepping back toward the door. "If you need anything, I'll be next door."

Emma rolled over to face him. "Thanks, Ben... For everything. Really. "

"Don't mention it, "  he replied with a casual wave before exiting.

#

Emma sat hunched over a stack of textbooks.  This  had become her routine for the past few weeks: poring over practice exams, brushing up on math and reading comprehension, and tackling essay prompts. She was preparing for her GED before she could even think about applying to Empire State University.

Ben walked into the room, his phone and a bottle of water in the other. He raised a brow at the sight of her buried in books. "Still going at it, huh?"

Emma glanced up from her notebook. "Yeah... I've been stuck on this section for an hour now. Math was never my strong suit."

He set the bottle down on the table beside her and sat on the couch. "I hear you.  School  was rough for me, too."

She set her pencil down. "It doesn't feel like it sometimes. I just want to pass this stupid test and get on with the application."

Ben chuckled. "Trust me, you're making progress. The GED's just the first step."

Emma stretched her arms. "You sound so sure about that. "

" Because I've seen it happen before. "  Ben gave her a reassuring smile. "It's not easy, but you've already proven you've got the determination. Now it's just a matter of keeping at it."

Emma studied him for a moment. Despite everything, Ben had been nothing but supportive. "I just... I don't want to mess this up... This  chance , I mean. It feels like my only shot at something better."

Ben nodded. "I get that. But you're not going to mess it up. You've already gotten this far, right? "  Ben glanced at the clock on the wall. "Well, you've been at it for hours. Maybe it's time for a break? You could use some fresh air, maybe clear your head before diving back into it."

She considered it for a moment and nodded. "Yeah, maybe you're right. A break sounds good."

As she stood up, Ben grabbed his jacket. "Come on, I'll walk with you. We can grab some coffee or something."

Emma smiled and grabbed her coat. "Okay. Just as long as we don't talk about school."

Ben chuckled as they stepped out. "Deal. Just coffee."

A Week Later

A Week Later

Emma paced back and forth across the living room, her hands clutching the unopened letter from Empire State University like it was a bomb about to go off. Her breath was shallow, and her mind raced with good and bad possibilities.  She glanced at the envelope for the hundredth time but  she  couldn't bring herself to tear it open.

Ben sat on the couch. "You know, the letter isn't going to open itself. "

Emma shot him a nervous look. "What if it's a rejection? I've put so much into this, and if it's a 'no, '  I don't know what I'll do. "

Ben's expression softened. "Emma, you've worked your butt off for this. There's no reason to think it's bad news.  You've  been studying nonstop, aced the GED, and  you've  got  the  high school grades.  You've earned this. "

Emma stopped pacing and turned to face him. "But what if I'm not good enough? What if... I don't belong there? "

Ben raised an eyebrow. "Come on. You didn't do all this just to doubt yourself now. You belong there, Emma.  This  is just the part where you have to believe it. "

She stared at the letter. It was hard to shake the nagging voice in her head.

Ben stood up from the couch, walked over to her, and gently  placed a hand on  her shoulder. "Look, no matter what's in that envelope, it's not the  end of the world . If  it's  a yes, you will start an amazing new chapter in your life. And if it's not... we figure it out. We'll find another way. You've got options. "

Emma looked up at him . She  took a deep breath and nodded.  "Okay... okay. "  She slowly tore open the envelope. Her eyes scanned the words as her heart pounded in her chest. For a moment, she said nothing.

Ben waited.

Then, a small smile crept onto her face as she looked up at him. "I got in."

Ben broke into a grin, too. "I told you. "

Emma laughed. Relief washed over her. She clutched the letter to her chest. "I can't believe it. I  actually  got in. "

Ben clapped her on the shoulder. "Congrats, Emma. You earned it. "

She laughed again, this time more freely. "Thank you. "  She pulled him into a hug. "For everything. "

Ben waved her thanks off with a smile. "It was all you in the end. "

Emma's nerves finally settled.

Canada

Weapon X Facility

The corridors echoed with footsteps as Wolverine, Steve, and Laura sprinted through the hallway.

"Faster, kid! "  Logan glanced over his shoulder at Laura. She kept pace easily, her eyes darting around.

Steve was in the lead, his shield strapped tightly to his arm. "There's gotta be another exit! "  

Suddenly, a door at the far end of the corridor slammed open, and more soldiers flooded in. All were in tactical gear, each armed with automatic rifles drawn. "They've cut us off! Get behind me! "  Steve shouted, raising his shield. Vibranium absorbed the impact, sparks flying. He pushed forward, acting as a barrier for the others.

Wolverine's claws extended as he crouched low beside Steve. "Get me close, Cap. I'll take care of these tin cans."

The man smirked. "Thanks for using my title."

Logan wasn't sure why that slipped from his mouth. "Oh, shut up and do it."

Steve nodded, bracing himself as they advanced. "On my mark."

The girl crept next to Steve. "I'll make your opening. "  

"Laura… "

" Trust me. Please… I'm…fighting for my freedom. "

" Okay…"

Laura darted forward. The soldiers barely had time to react before she was up close, slicing through rifles.

"Go! "  Steve shouted, slamming his shield into one of the soldiers, knocking him out cold.

Logan leaped over Steve's shoulder and landed in the middle of the remaining guards. Bullets riddled his torso but failed to slow him down, thanks to his healing factor. He plowed into them.  Claws  slicing through their armor, sending them to the floor. 

Steve smirked as he threw his shield, watching it ricochet off two guards and return to his hand. "You haven't lost your edge."

A few soldiers tried to retreat, but Laura flipped over a soldier's head and landed behind him. Before the guard could raise his gun, Laura's claws were already embedded in his side. She kicked off the wall, launching herself into another group and cutting down two more soldiers.

"You're doing great, Laura! "  Steve called out as more soldiers swarmed into the hallway. He moved right behind her, deflecting shots. "Keep going! "  he barked at Laura, who nodded and darted  to the side . When one came toward her, she sliced their gun in half before kicking him into a wall.

"Not bad yourself, "  Wolverine grunted, ripping a soldier's helmet off and slamming his head into the wall. Wolverine tore a soldier's rifle in half, tossing the pieces aside like garbage. "The kid's a natural. That sounds like a bad thing. "

" It is, but like father, like daughter. "  Two soldiers came at Steve, swinging their bayonets, but Steve parried with his shield and delivered a crushing punch to the first man's jaw, knocking him out cold. He turned to the second soldier and slammed the edge of his shield into his gut, sending him sprawling. 

"Says you…"

Laura landed on one of the soldiers and disarmed him. Another soldier lunged at her with a taser, but Laura's foot connected with his chest, sending him crashing into the ceiling.

Logan slashed through another soldier. 

Steve slammed his shield into another soldier, disarming him with a swift uppercut and knocking him out with a backhand from the shield. 

"Get to the door! "  Steve shouted, deflecting more gunfire. He grabbed a fallen soldier's grenade, yanked the pin out with his teeth, and lobbed it. The blast spread their enemy out, allowing the trio to break through.

Wolverine ripped through the remaining guards in a fury. Steve, already clearing a path with his shield, sprinted for the door. Laura, covered in cuts and bruises, was the first to reach the heavy metal door. She slammed her claws into the control panel, sparks flying as it short-circuited the lock, forcing the door open.

Steve and Logan dove through the open door as more soldiers rounded the corner behind them, unloading more gunfire. After Laura dived through, Steve slammed the door shut, ripping off a nearby pipe to bar the door closed.

They  thought they had gained some distance  for a brief moment , but the echoing shout down the hall shattered that hope.

"GAIJIN! "  Lady Deathstrike's unmistakeable voice rang out

Laura tensed. Steve's grip tightened on his shield. Logan growled low in his throat.  They were backed  into a corner. The only way out was through the entire Weapon X Team, all waiting for blood.

"End of the line, runts! "  Sabretooth cracked his knuckles with a predatory grin. "Got any last words? "

Wolverine's claws extended with a metallic  SNIKT , the sound a promise of violence. "Yeah... TWO! "

Sabretooth's feral grin widened as he shifted his gaze to Steve. "I've got unfinished business with you, Captain, "  he said, his tone dripping with menace.

Steve's eyes narrowed. He knew he recognized that voice, that facial structure. "I thought you looked familiar... "  His brow furrowed as memories from years ago flashed in his mind. "Italy?"

Sabretooth let out a dark chuckle. "Yeah... Italy. I owe you a lot more than you think, old man."

Deadpool twirled his katanas with flair. "For the record, none of us are Nazis!  I mean,  sure, questionable choices  were made , but let's not get crazy with the accusations. "

Omega Red glared at him. "Shut up, Deadpool."

Deadpool huffed and rolled his eyes. "Fine, fine, I'll shut up. Let's just dance! "  He flipped his katanas into an offensive stance, bouncing on his heels like a man about to start a boxing match.

The two groups stared each other down. Then, without another word, the charge began.

Steve hurled his shield through the air as it ricocheted off the walls, aimed directly at Sabretooth. 

Sabretooth ducked, but the shield clipped his shoulder, sending him stumbling back. 

Logan lunged toward him and met Sabretooth in a clash of their claws.

Laura went straight for Lady Deathstrike. The older woman's claws swiped down, but Laura anticipated the move. She swerved, slashing upward at Deathstrike's midsection, their blades colliding  as well .

Deadpool cackled as he ran straight for Steve, swords drawn. "Oh, Captain! I know you were in Europe, but let's see how well you go against the skills from the rising sun! Go  katana  action!"

Steve blocked the first with his shield and rolled out of the way of the second. Steve grunted as he ducked a strike and countered with a punch to Deadpool's gut, sending him staggering back.

Deadpool groaned. "Oof! Looks like Captain's still got it! "  He swirled around, flailing one katana in Steve's direction. "Settle an argument for me. How did you survive up to now? Super soldier formula? Cryogenically frozen? Deal with Lady Death?"

Steve deflected another swing and shoved Deadpool backward. "Well, you got one of them correct."

Deadpool paused. "Wait. Which one. "  He got no reply.

Meanwhile, Wolverine and Sabretooth's battle was a savage blur. Claws ripped through flesh and bone, only for it to heal seconds later. 

Sabretooth snarled. "I'm gonna rip your guts out, Logan! "  His claws swiped at Wolverine's torso, but Logan ducked and countered with a brutal slash across Sabretooth's chest, spraying blood across the floor.

"You've been saying that for years, Creed. Still waiting! "  Wolverine spat back. He tackled Sabretooth into the wall.

Laura was fast, but Lady Deathstrike had experience. Every time Laura tried to land a blow, Deathstrike parried.

"You're good, child. "  Deathstrike hissed. "Were you not the blood of my enemy, I would have taken you into the clan myself. Sadly, a blood daughter is very unlikely for me."

Laura narrowed and thought of Sarah Kinney. "You would have been a terrible mother. "  She faked a low strike, causing Deathstrike to lunge downward. Laura used the opening to leap onto Deathstrike's shoulders, slashing at her neck and sending her reeling back in pain.

Seeing an opening, Omega Red jumped in, and coils lashed out toward Steve, wrapping around his shield arm. "You cannot stop us, Captain, "  Omega Red tried to pull Steve off balance.

Steve gritted his teeth, muscles straining against the pull of Omega Red's coils. "I've heard that before, "  Steve muttered before yanking his arm back with all his strength, pulling Omega Red forward just enough to slam his shield into Omega Red's face, breaking the man's nose with a sickening  crack .

Elsewhere

Doctor Thorton sat in a secured room. He leaned toward monitors. For the past several minutes, he had watched the scuffle unfold. It wasn't good news that the escapees were holding their ground.

But it wasn't the chaos of the battle that had Thorton on edge. It was the man fighting alongside Wolverine and the girl . The  tall blonde with the shield. 

"Impossible... "  he muttered  to himself , leaning closer to the screen.

On the feed, the man moved like the ideal soldier. His shield deflected bullets while his fists knocked soldiers unconscious with single blows. The shield... It was the iconic red, white, and blue with a star. It couldn't be.

Thorton's fingers quickly tapped his keyboard, pulling up a different set of files. He brought up archived footage from decades ago—footage he had studied countless times in his research. The same man, the same shield, fought in World War II's European theater.

"Project Rebirth... "  Thorton whispered, disbelief setting in.

He watched the cams again. The man expertly parried Deadpool's sword and headbutted him. There was no mistaking it.  This  had to be Captain America. The first Super Soldier.  Weapon I.

He had no idea how it was possible, but he didn't care about the whys. The pieces fell into place. He had dedicated his life to the Weapon X project, creating the perfect weapon. Wolverine, Deadpool, and even Omega Red. All were products of the same ambition, modeled after a single original source.

But now... Steve Rogers, Captain America, the original experiment—the man who had inspired the entire program—was alive.

The official records said he had vanished at the end of World War II, presumed dead. How could he have survived? And more importantly—why now? Why was he here, fighting alongside Wolverine and that girl?

Thorton clenched his fists. "Of all people…"

The implications were enormous. Captain America wasn't just some outdated experiment. He was the pinnacle of everything Weapon X sought to replicate. 

And now, he was standing in the way of everything.

He couldn't let Rogers leave the facility. If the world learned he was still with us, the race for a new super-soldier generation would  be restarted  with a target painted on Rogers' back.

Thorton tapped a button on his desk, opening a secure line to his remaining operatives. "Listen carefully. The blonde man you're fighting, he's Captain America. Weapon I."

Judging by the expressions on their faces, it seemed that they already figured it out before him. And they decided not to tell him… 

"Change of plans. Do not kill the Captain. I repeat, you are to capture him alive."

A brief silence was on the other end before Deadpool's voice came through. "Wait, wait, wait—you're telling us we can't kill Captain America? Come on, Doc, you're asking a lot. "

Sabretooth's growl cut in. "Alive? What the hell are you talking about, Thorton? You know what he's capable of. "

Thorton's jaw clenched. "I don't care. He's more valuable to us alive than dead. He's the original source of the program. The Super Soldier serum runs through his veins. Do you understand what that means? He is the key to perfecting the next generation of soldiers. We cannot afford to lose this opportunity."

Lady Deathstrike joined the conversation. "He caused this entire mess, and you want him unharmed? "

" I never said unharmed, "  Thorton replied. "Incapacitate him. I don't care how you do it—just make sure he's breathing when you bring him in."

Omega Red's grumbled, trying to grapple the Captain. "And the other two? "

Sabretooth's growl deepened. "Yeah. What about Wolverine and the kid? "

Thorton's eyes flicked, watching Logan uppercut Sabretooth, who legswept back. "They still have value, but Rogers is the priority, non-negotiable. "  The doctor chuckled. "It would be interesting to see how well the Super Serum interacts with mutant DNA."

Deadpool pumped a fist as he dodged a shield throw. "I'm getting an upgrade baby."

Sabretooth braced as a rebounded shield struck him from the left, and Wolverine came in from the right. "Like hell, you'll be getting juiced first. "

" Understand this—if you capture him, you'll have proven yourselves invaluable to the future of Weapon X."

Deadpool grinned. "So, no killing the star-spangled man.  Got it.  That's not confusing at all. "

Thorton's patience was wearing thin. "If we can get Rogers  back  under control, we'll be unstoppable. The serum in his blood could give us the edge we've been looking for.  Every failure we've encountered in this program could be fixed  with him. Do not kill Captain America."

A tense silence followed before Sabretooth spoke again. "Fine. We'll take him down and bring him to you. "

" Understood, "  Thorton replied. "Do your job. "  He cut the line, exhaling slowly. His eyes returned to the screens. 

Steve Rogers jumped toward X-23 and protected her from Deadpool's sidearm. Laura took the opportunity to help the man and slice off Deadpool's right arm.

"Seriously? Again, kid? What did I ever do to you?"

Laura grumbled. "I hated 'Catch the Bullet '! "

" Oh, right. How about we play a new game?!  

"Captain America, "  Thorton muttered to himself. "You may have been the first, but soon, you'll be just another asset. "  Everything was now riding on this. If they captured Rogers, Weapon X would reach heights it had never dreamed of. But if they failed… Thorton shook his head. Failure wasn't an option.  Not this time.

Notes:

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