Archive of Our Own ^beta

Chapter Text

It was at that moment when floating through deep space without a spacesuit did he realize something was off.

He’d always wanted to go to space, staring up at the night sky and the stars filling it and wondering what was out there. Of course, when he said that, he meant from inside a space station or something. It wasn’t too bad; though no planets or ships were visible, at least on the bright side, he was breathing, so that was something. 

“Hello? HEELLLLLOOOOOO??” he called out. But nobody came.

So, with no help coming and nothing better to do, he decided to kick back and watched the constellations. He didn’t recognize any of them, but they looked pretty. Though, he couldn’t shake the feeling that something was wrong. 

And then, as his eyes passed over a purplish galaxy, he spotted it. A large black splodge in the star-filled void, surrounded by a strange purple aura. At first, he assumed it was a planet blocking a few close stars, or maybe a black hole. But then a few stars around it began to disappear. Soon, with horrifying realization, he knew exactly what was wrong; the stars weren't being blocked or hidden by something, they were being snuffed out.

And it wasn’t just there, he looked around, and every star, every constellation, every galaxy, all just evaporating before him in the blink of an eye, and with it a strange sound, almost as if the voices of millions were screaming in terror for something they couldn't escape from. The stars were going out, and he couldn’t do a thing to stop it. As the all-consuming void closed further and further onto him, and the screaming became louder, he curled up into a ball, hands clutching his head, and screwed his eyes shut, begging for the nightmare to end, before the jaws of infinity eventually swallowed him up too.

Ben Tennyson’s eyes snapped open, taking a moment to check his surroundings. Several children around him were hunched over their desks, too engrossed in their work to even notice what he was doing. Oh, that's right, he was at school. His favorite place to be.

As he tried to recall his surreal experience, he found that he’d already forgotten the specific details, though this didn’t bother him in the slightest; he forgot a lot of things every day, though what he had for dinner around three weeks ago wasn't one of them for some reason.

His mind was weird like that.

So instead, he decided not to give it any more thought and simply passed it off the recalled plot from one of those old crappy cliche-filled horror movies that he loved to binge every Saturday night. 

With a small sigh, Ben stared down at his finished test paper, neatly placed at the corner of his desk. A quick glance at the clock still showed about half an hour until the day ended. Half an hour until his much-desired Summer Vacation Road Trip started. 

Too long, in his personal opinion.

His eyes lazily flitted about the classroom, counting the marks in the walls for the ten-thousandth time, before settling on his completed worksheet again, or more specifically some spare sheets sitting under said worksheet, and a mischievous grin grew on his face; after all, with his work finished, and a sudden disinterest in napping, he had to entertain himself somehow.

A minute of focus later, he was gently holding a paper plane in his hand, and upon locking onto his selected target, which happened to be a metal bin right by the classroom door, Ben grinned and tossed his finished creation. 

Unfortunately, as usual, his luck seemed to be against him today, as the plane missed the bin entirely and glided straight into his teacher, Mrs. Hale, hitting her on the back of the head. Ben made a choking sound as she whipped her head around to glare at the offender, but when her cold gaze landed on him, it simply shifted into a look of thinly-veiled contempt before she rolled her eyes and returned to scrawling illegible chicken scratch on the chalkboard. 

'Oh, nice going Tennyson, you complete idiot! Great job annoying the one person who could seriously ruin your entire summer.' Ben mentally admonished himself, before letting a tired sigh escape his lips. 'You gotta be better than this - the last thing you need right now is summer school.'

Twenty agonizing minutes later, Ben was staring at the clock, begging for the class to finish as the seconds ticked by slowly. His body jittered about in poorly contained excitement, and the same could be said for the other kids sitting around him.

'Come on, come on!'

"...And I just want to remind you all that I'm teaching summer school this year, and it's not too late to sign up." Said Mrs. Hale, looking over the room.

"Heh! Yeah, right," Ben mumbled, his fingers tapping the desk at a rapid pace. He was practically on the verge of just throwing all caution - and himself - out the window, when mercifully, the school bell finally rang, signalling the end of the day, and the start of summer vacation. "Yes! I'm out of here!" Ben quickly stood up from his desk, his chair almost tipping over in his excitement, and raced to exit the classroom, eager to leave and join the sea of children already in the corridor.

"Benjamin." However, just as his foot was about to cross the threshold, Ben suddenly froze in place at the sound of his name and looked back at his teacher, who held his crumpled paper plane and was staring at him with a tired glare and a raised eyebrow. "May I have a word with you, before you go?"

As his classmates snickered on their way out, Ben groaned and dragged his feet over to Mrs. Hale's desk, the teacher setting the paper structure down and leaning back, awaiting his explanation.

"I'm sorry about the paper plane, Mrs. Hale, I really was aiming for the trashcan, I swear," Ben started, waving his hands about with an apologetic grin, "It just... maybe, sorta, flew off course, that's all. It was an accident, honest."

His teacher didn't speak as her gaze bore a hole into Ben's face, and for a good few moments, Ben squirmed in place under her glare, unsure of what else to say, until she gave a tired sigh and pinched the bridge of her nose. "I'm aware of that, Mr. Tennyson, but I've noticed your work has been a little lacking these past few months, even more than usual. Your chemistry results are at an all-time low. Do I need to have a word with your parents about this? Maybe I should ask them to send you to Summer School instead?"

At that moment, Ben's breath hitched in his throat and his face went pale. "No! No, no no, you don't need to do that. Besides, they probably wouldn't even be able to talk to you, since they're so busy and all."

"Well, perhaps another family member? You know what has to happen if you fail Chemistry, Mr. Tennyson."

"Yes," Ben gritted his teeth, "I'm very aware. I'll have to stay back a grade." 'I'm serious, teach. If you try to mess up my summer holiday, I may just decide to flunk everything out of pure spite - I wonder how that would look on your record...' He inwardly added.

"Indeed..." She drawled. "However, since it's the end of the school year and because having to teach summer school sessions is worth more than I'd get paid for without you here, I'll let it slide because I honestly couldn't care right now." Ben immediately brightened up with a sigh of relief. "But I expect you to pick up the slack next year, understand? Maybe that vacation of yours might teach you to control yourself. Now get out of here."

Without another word, Ben gave a quick nod and tore out of the classroom with almost frightening speed.

"Man, was it always this bright out here?" Ben shielded his eyes from the sun's blinding light as he stepped outside. Once his eyes adjusted, he took a deep breath, in and out, feeling the warm summer air brush against his cheek. 

He was free! Free from the shackles of school life, if only for a few months at least, but he'd rather take a few months than nothing at all. Sure, he was great at most subjects, keyword being most, but that didn't mean he had to enjoy it; he simply saw it as a way to take some of the slack away from his parents. They didn't need more burdens to deal with.

'Finally...' He thought. 'I'm out of there, and soon I'll be out of this town, traveling across the country with Grandpa.' However, as he thought about what adventures might happen, the sound of a nearby commotion drew his attention. 'Hmm? What's going on over there?'

Up ahead, a boy was being backed up against a tree. He was in a rather large spot of trouble if the two bullies cornering him were any indication of that. The first was a boy with tan skin and a black buzz cut. The second was another boy with fair skin, brown shaggy hair, and a pair of glasses sitting on his piggish nose.

"Cash and JT, of course, those jerks would still be around at this time..." Ben mumbled with disdain, watching the pair. Truth be told, he didn't hate them entirely, since Cash and JT weren't so bad a while ago. Out of nowhere, they suddenly decided to be total jerks to everyone, Ben especially. If it weren't for the fact they were the star players of the school's baseball team, Principal White would've kicked them out a long time ago. Maybe.

He was very much tempted to just walk on by - pretend he didn't see anything, since it clearly wasn't his problem - but he couldn't exactly ignore the kid in danger. After a moment of standing around, Ben finally made his decision. 

"Listen, dumbass, normally we'd take your money and beat you up," Cash threatened, cracking his knuckles. "But since it's the last day of school, we're gonna play nice and cut you a break. So fork over the cash, so we can get out of here!"

"Okay you two, that's far enough!" The pair turned to see Ben approaching them, his brow furrowed. "Now leave him alone."

"Oh great, it's you." JT groaned, already turning away. "Go away, shrimp! This ain't your business."

"I said back off, JT!" Ben replied, his eyes narrowing. He balled his hands into fists. "Or else..."

"Oh, looks like we got ourselves a hero!" Cash mocked. "Suppose we don't wanna back off?"

The two then left the boy alone and approached Ben, who felt dwarfed by them both. Despite this, he dropped his backpack and put up his fists, ready for a fight.

"What are you gonna do about it, Tennyson?" The three glared each other down before Ben charged at them with a shout, his fist reared back for a devastating attack.

Naturally, being both smaller and completely outnumbered, Ben was being hung upside down by his legs only a minute later, while what little money he had in his pockets fell out onto the ground.

"Thanks a lot..." The kid said, his money already taken. He glared at his would-be rescuer, who now sported a black eye and a bleeding nose. "That was supposed to be my pocket money for the weekend."

"Well excuse me, four-eyes, I was just trying to help."

"Yeah, well next time? Make sure you can back it up. Or even better, how about you don't even bother."

"Fine! Maybe I won't."

"Quiet!" Cash said as the few coins Ben had on him clinked onto the ground, who was then unceremoniously dropped as well, landing with a pained grunt. 

"Only 20 cents? That's it?" Cash asked as he turned to Ben with a glare. He then smirked, punching his fist into his palm. "Alright, change of plans. You've gone and ruined my good mood, so it looks like we get to beat you up after all."

The honking of a horn drew their attention away. An old, beaten RV had parked itself on the nearby curb. Cash sneered but backed away, pocketing the dropped coins.

"You got lucky, Tennyson. See ya around." He said, before running off with JT. Ben looked down at the other victim and held his hand out. 

"So uh...guess I'll see you around? Sorry we got off on the wrong foot and all..." The other boy looked down at the extended gesture and slapped it away, scowling at Ben.

"I hope for my sake that we don't." He snapped, walking away. After the kid disappeared, Ben looked down, staring at the ground.

'Not like I'd want to, jerk...' He thought. 'Why do I even bother helping people? I'm no hero, no matter how much I try.'

"Hey, Ben!" Ben immediately tensed up at the sound of his name, but this time a wide grin spread across his face. An elderly man in a red Hawaiian shirt leaned out the window of the RV. "Stop messing around. I want to make it to the campsite by nightfall." 

The familiar sight of Grandpa Max and his RV they had affectionately named the Rust Bucket always brought a smile to his face, and right now was no exception. Making sure to grab his backpack, Ben rushed for the open doorway.

"Oh man, you have no idea how much I've been looking forward to this, Grandpa. I'm so excited--" As Ben stepped into the RV, he immediately felt something was off. Sensing a familiar but unfavorable presence on his left, he slowly turned to look.

"Ta-dah..." The ginger girl sitting at the table huffed. "Guess who..."

"You have got to be kidding me." Gwen Tennyson was one of the many, many people Ben never got along with, for many, many reasons. So many reasons in fact, that he'd completely forgotten why they had ever started quarreling in the first place.

"Take it easy, Dweeb. This wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me." 

"Grandpa. Please, tell me you didn't invite her to come with us."

"I thought it would be fun if your cousin came along with us for the summer," Said Max. "That, and her mother may have insisted a bit." He added, a drop of sweat rolling down his wrinkled face. "Now, I know you two aren't the best of friends, but hopefully this road trip might help with that. Is that going to be a problem?" 

With a quick glance at their grandpa, Ben and Gwen gave a very resigned "Fine..."

En route to their destination, a campsite just outside the limits of Bellwood, the cousins sat across from each other glaring daggers into each other's eyes, the animosity between them so intense that even Max could feel it all the way from the driver's seat. Neither one of them said anything, mostly because they didn't want to upset or disappoint their grandfather. Despite the grudge they held against one another for reasons they don't care to share, they both shared a mutual love for their Grandpa Max and begrudgingly made a silent pact not to argue for his sake. A pact that lasted all of about twenty minutes. 

"I can't believe it," Ben grumbled, breaking the silence. "I wait all school year to go on this trip and now Little Miss Devilspawn is along for the ride."

"Hey, I already had my whole vacation planned out too, you know!" Gwen argued back, pulling out a colorful sheet of paper from underneath the table. "Each activity is color-coded so I never did the same thing two days in a row." With a huff, she tossed away the sheet, ignoring Ben's slightly confused look. "But now, thanks to my Mother, I'm stuck going camping with my stupid geekazoid cousin for three months."

"Geek," hissed Ben.

"Jerk," retorted Gwen.

"Nerd."

"Loser."

"Dweeb."

"Doofus."

"Something tells me this is gonna be a long summer," said Max,. 

"Whatever..." Ben sent a hateful glare at his cousin, before standing up and retreating to the back of the RV, grumbling and muttering the whole way. He crashed onto the bed, face down.

'Stupid Gwen... Always has to ruin everything...' Now, he didn't despise Gwen, but she wasn't exactly in his good books either. She always seemed to find a fault in every action he took, every word he spoke. And now she was essentially butting in on what was supposed to be the Ultimate Road Trip, a getaway from his problems and stress back in Bellwood, it filled him with... with...

Well, actually, Ben didn't know what to feel, so instead, he felt like catching up on those lost nights. He closed his eyes and drifted off to sleep. 

Meanwhile, deep into space...

Near the planet Saturn, a small ship exited out of hyperspace, its blue and green exterior covered in scorch marks and smoke pouring from various breaches in the hull. It slowed to a stop and its pilot, a mint-green alien with two tentacles on her head and three purple eyes, sighed in relief and leaned back in her chair, taking a moment to process what she just went through.

Many consider battling in hyperspace to be suicide, especially when your opponent is a bigger and stronger dreadnought-class ship, and until now, Xylene was one of them. But now, she could proudly say that she had done so and lived to tell the tale. Her ship was damaged, but it would hold together long enough to complete the journey. It had to because the cargo she was carrying was beyond vital to the safety of the Galaxy. Wiping the sweat from her brow, Xylene locked on coordinates to Earth, but before she could set off, alarms blared all around her.

Suddenly, another ship had exited hyperspace behind her, and it absolutely dwarfed hers. It was five times bigger, with a brown similarly battle-damaged hull and orange spheres dotted around it. The overall shape of it resembled a railgun, with red energy crackling at the front portion of the ship. Xylene gasped at the familiar command vessel and immediately shot off, followed by a volley of turbolasers fired from the gigantic warship.

Within the command center of the larger ship, humanoid drones in red and black armor were buzzing between the multiple computer systems with extreme haste. Overlooking them was a battle-scarred warrior sitting on his throne. With the dark red and blue aesthetics of his armor, the spiked shoulder pads, the myriad of weapons attached to his belt, and the tentacles dangling from his face much like a beard, he cast an intimidating shadow across the bridge, one befitting of his title. 

Vilgax the Conqueror was tired. At first, he relished the challenge of combat, eager to partake in the bloodshed, but now, after so many years of war, his taste for conflict was beginning to wear thin. However, if the rumors of its completion were true, if the information he'd received was correct, then the Omnitrix would be the thing he needed to relight the spark, and resume his quest for domination. His weary red eyes gazed up at the screen before him, displaying an image of the supposed vessel carrying his prize. He barely moved as an explosion rocked his war cruiser, seeming like almost a statue. 

“Hull damage is at 20% and shields are running low. But the weapon systems are still operational, my lord.” Vilgax’s gaze moved down to the only other organic being on the ship, his loyal servant and right-hand man, Psyphon. He was very skinny, bordering on skeletal, with a rounded fin on his head and he wore a black, long-sleeved robe that came to his knees and silver brace-like armor. Psyphon turned to his master, waiting for his next request. 

“I have come too far to be denied.” He growled. “Fire all batteries at the courier's vessel. I wish to end this measly game of Appoplexian-and-Meesmen once and for all.”

“As you wish, my lord.” 

As the chase left the rings of Saturn, only a single thought came to the conqueror’s mind as he leaned back on his throne

‘Soon the Omnitrix will be rightfully in my grasp, and its power will grant me total domination over creation itself! It shall be mine, and there is not a single being in this galaxy that dares to stand in my way.’

After hours of being crammed together in the Rust Bucket with the vitriolic cousins on the verge of throttling one another the entire time, the Tennysons finally reached the first stop of their road trip by the time night had fallen. Max parked their RV near the campsite and told Ben and Gwen to get the picnic table ready while he scrounged up dinner for them.

However, their version of 'preparing for dinner' was actually Ben staring off into the wilderness with a blank look on his face, while Gwen babbled on and on about her plans for the summer, completely oblivious to the fact that her cousin wasn't even listening. Soon enough, Max came back outside of the Rust Bucket, carrying a bowl of... something.

"Chow time!"

As he placed the bowl down on the table, the pair almost immediately recoiled in disgust as the contents were revealed to be worms. Worms that were ALIVE, squirming to get out of their porcelain prison. Ben took one look at the bowl before he threw up in his mouth a little.

"Okay, I give up. What is that?" 

"Marinated mealworms," Max said, a beaming smile on his face. "Hard to find them fresh in the states. They're considered quite a delicacy in some countries."

"And totally gross in others..." Gwen replied as she watched one of the worms escape the bowl and crawl across the table, making a break for freedom. 

"Nonsense. This summer is gonna be an adventure for your taste buds. I've got some smoked sheep's tongue in the fridge. I'll grab that if you're not feeling up to the mealworms." Said Max, as he stepped back inside the Rust Bucket to retrieve said disgusting delicacy. Once he was out of sight, Ben and Gwen huddled together and discussed rations. 

"Alright, I got a bag of potato chips and a candy bar, what do you have?" Ben went first.

"Some rice cakes and hard candy," Gwen replied. Ben had a grim look on his face. 

"Think we can make them last the whole summer?" He asked sadly, already knowing the answer to his own question. Both children groaned in despair as they decided to bid farewell to their appetites.

It was so close.

The Omnitrix was so close, he could almost reach out and touch it. One last shot from the turbolaser cannons and the vessel would be dead in the water. And yet, it was so far away, and his patience was wearing thin, the Omnitrix being the one thing keeping him from blowing the vessel to kingdom come. But soon enough, Vilgax’s patience was rewarded; their constant barrage on the smaller ship had finally paid off.

“Their propulsion systems have been destroyed,” Psyphon announced with glee, before bowing to his master. “Shall I prepare a boarding party, my lord?”

For the first time in a very long while, Vilgax's chapped lips peeled back into an unsettling grin. “Indeed Psython, send some of my troops to recover my prize. I have waited long enough.”

“As you command, my liege.”

"At last," Vilgax hissed with a rare tone of glee. "After so long, the most powerful weapon in the universe will finally be within my grasp."

But before the Warlord could celebrate his conquest, the cruiser's alarms suddenly blared and the command center was washed in a flare of flashing red lights. Vilgax jumped out of his seat and Psyphon flinched in momentary panic. The servant of Vilgax turned to address the Drones, who were running around the bridge in a flurry.

"What is happening?" Psyphon shouted. "Report!"

"The ship's shields have been disabled." one of the Drones announced. "The bridge is completely exposed."

"What?" roared Vilgax. "How is this possible?"

While the mechanical crew of the Chimeran Hammer was practically losing their heads trying to fix the situation, Xylene was hammering the control panel of her ship, trying to get something to work, but deep down, she knew that her ship was little more than a pile of scrap metal with some buttons at this point. “Come on, come on! Work, damn it!”

Suddenly, a large explosion, quickly followed by the sound of grinding from behind finally snapped something in her mind into place. Xylene bolted from her seat and exited the cockpit, spying a pair of brown disc-shaped robots floating in place on the other side of the cargo hold. She thrust out a hand, a purple glow forcing one of the drones back and crumpling its frame against the wall. Following that, Xylene shunted the other outside the cargo bay, force-locking the door behind it. For now, she was safe, but there was no time to rest. Xylene ran to one of the pods, holding a strange-looking watch in her hands.

Wasting no time, she placed it into an escape pod, before entering her own, but before she could enter stasis, the cargo bay hatch was pried open by the remaining drone, which forced its way in, bending the metal beneath its claws. As it menacingly hovered toward Xylene, she used her telekinesis once more and threw the drone into the cockpit, where it smashed against the controls. The resulting surge from the drone overloading activated her ship’s last resort; a powerful laser blast that cut through the horde of drones swarming the outside of her ship and tore its way into the bridge of Vilgax’s ship.

Those unfortunate to have been standing near the front of the bridge when the blast happened were sucked out into the unforgiving void of space. With a wail of alarms, the emergency force field activated, preventing oxygen from draining out of the bridge. Having been thrown into a wall by the explosion, Psyphon struggled to pull himself up, before laying his eyes upon a sight that would still haunt him for years to come; Vilgax’s body was lying a few feet away from him, mutilated and leaking green blood from his many wounds.

“Master!” Psyphon stumbled to Vilgax’s side, but there wasn’t much he could do for his leader. He turned to one of the drones that had survived the blast. “Assemble a medical team, for our master is grievously injured! NOW!” The drone complied and rushed off. Psyphon turned his attention to one of the remaining screens and became fuelled with rage at the sight of the culprit. He rushed to the control console, which was still mostly in working order.

“You dare attack my master with such cheap tricks?! You insolent whelp!!” He slammed his fist onto the console, activating the forward cannon that comprised the entire front half of the ship. The red energy bolts crackled about and hummed with power as the weapon charged, before unleashing a hellish red laser blast that completely obliterated the other ship, leaving little to nothing remaining. Psyphon sneered at the wreckage of the former ship before returning his full attention back to Vilgax, now that the medical team had arrived. 

But, in his hurry to assist his master, Psyphon had failed to notice that not all of the enemy ship was completely destroyed.

As the smoldering remains of Xylene's ship careened towards the Earth, a silvery capsule was jettisoned from the side, its presence masked by the debris, and hurtled down in a completely different direction.

Later that night, the cousins had worn themselves out of arguing, so they separated for a bit. Ben was playing video games, attempting to take his mind off things, while Gwen was surfing the web on her laptop. Everything was rather quiet for once, until Max walked out, holding a bag of marshmallows. 

"Who wants to roast marshmallows?" His request was met by silence as the pair continued their activities. Switching tactics, he then drummed up a second idea. "Okay, who wants to tell scary stories?"

"Scarier than having to spend a summer with the worst cousin in all of existence? Pass." Ben grumbled, keeping almost all of his attention focused on his game. 

"Come on, you two. We're all in this together. Either you can mope around all summer, or we can have some fun." Said Max, looking between the two with exasperation on his face.

"I'd love to, Grandpa, but I'm a little busy looking up cures on 'Extreme Doofusness'." Gwen snarked, "Nothing yet, Ben, but let's not give up hope!" 

“‘Doofusness’? That’s not even a real word! I thought you were supposed to be smart." Said Ben, before a smirk came to his face. "Maybe that's why your parents sent your sister off to summer school instead of you." 

His response garnered a seething glare of hatred from his red-headed cousin, her teeth grinding together. "You are an absolute jerk!"

"Yeah, well I wouldn't be if you hadn't come along on this trip, dweeb." When his cousin didn't reply, Ben snorted and dropped his console, the argument costing him the round. "Whatever. I'm going to take a walk."

"I think they're starting to grow on each other," Max said to himself as he watched Ben disappear into the forest, hands in his pockets. 

"Yeah. That's what you think." Gwen snorted, having overheard his mumbling.

As Ben trudged his way through the dark forest and increased his distance from the campsite, he began to think about his dilemma.  

‘This is the worst! The one time - ONE TIME - I get to spend actual one-on-one time with Grandpa, and that stuck-up little miss Smarty Pants has to ruin it. Can’t I go for one day, just one day where someone doesn’t seem to think I’m worth nothing? Is that too much to ask for?’ He stopped next to a tree, glaring. 'I mean, Grandpa could’ve told me at least, but no! He has to spring it on me after it’s too late to even complain. It’s all so stupid! Why does no one ever tell me anything?!'

In his anger, Ben threw a punch into the bark, but the moment his fist made contact, pain instantly exploded down the length of his left arm.

"OW! Stupid tree!! Why are you so stupid?!!" Taking a few breaths, then a moment to realize the stupidity of what he just said, Ben calmed himself down and took a look at the damage, wincing both in pain and at the state of his wrist. 

The joint was already swelling up, and a large bruise was starting to form around it as well. A dull throbbing pain that only severely worsened when he moved it just a little told Ben all he needed to know.

'Great. Just freaking great. Well done, Ben Tennyson, you absolute failure of a human being. Not even a full day into summer vacation, and you've already fractured your wrist. Fan-freaking-tastic...'

Holding his wrist gently, Ben searched the forest floor for a suitable stick to use as a splint. It took him a good while too - some were too long, some were too short, some were too dirty, and some were too knobbly - but he eventually found a stick that was just right. Now all Ben needed was a bandage, but his expression fell when he realized they were all back at the Rust Bucket.

"Well, that's my fault, as always," Ben grumbled. "Right then, better head back to the others. The dweeb is just going to love this..." Before he turned back, Ben lifted his gaze to the night sky above, and it was then that something caught his attention. 

"Huh, a shooting star." Indeed, streaking across the starry sky was a rather striking comet, often thought by many to grant wishes. Some people would wait their whole lives just to see one.

Ben wasn't one of those people. Of course, he had no problem with superstitious stuff, nor the people who believed in them - it just wasn't really for him.

Ben blinked, and suddenly, his heart leaped into his throat. The ‘shooting star’ had suddenly turned at a sharp ninety-degree angle and was now hurtling straight toward him, and yet Ben was frozen in place. As the ’star’ got closer and closer, his mind was screaming to move and get out of the way, and not end up like those movie characters who would just stare at the incoming danger and not run, but his legs were completely rooted to the ground.

“Aw, man…” Ben groaned as the comet closed in, and all suddenly went black.

Green eyes snapped open and Ben shot up, breathing heavily.

Taking a moment to catch his breath, Ben took a look at his surroundings and was met with an overwhelming amount of green. So much, in fact, that it made his head spin and his vision blur - the sky was green, the ground was green, the walls were green - but thankfully, there were some black portions to break up the monotony, and it was because of this he could at least make an assumption of where he was.

He seemed to be in some sort of cybernetic city, surrounded by skyscrapers and high-tech buildings on all sides, and he was currently sitting in the middle of what appeared to be a main road. Only, there were no people, no cars, no birds.

There wasn't even a single sound in the air, aside from a very faint buzzing humming sound that was already starting to annoy him. The air seemed a little warm and stale, as it was difficult to breathe, and the smell currently wafting about was comparable to old computers that had been running for way too long. There was no visible Sun, Moon, or even any stars in the sky, only a borealis consisting of constantly flowing stream of physical data, with any source of light coming from the buildings themselves.

It'd was actually quite stunning and beautiful in some way.

But as Ben continued observing his surroundings, a loud siren suddenly blared out, almost shattering his eardrums, and then a voice spoke.

"DNA RECONSTITUTION COMPLETE. REINSTALLING HOST BRAINWAVE DATA."

Before Ben could even begin to understand what that meant, the world around him dissolved into nothing, and he himself disappeared in a tsunami of bright green light.

"AH!" Ben jerked awake once more, his skin covered in a cold sweat. "The hell was that?!!"

Once he'd gotten his breathing under control, it took him only a moment to notice he was back in the forest from earlier, only now he was sitting in the middle of a smouldering crater. Next to him was a silver spherical pod that looked like it had been opened. 

"Is that some kind of weird satellite or something..?" He muttered to himself, rubbing his head.

Now, Ben wasn’t too familiar with things like this, but he was sure that getting struck by something falling from the sky that may or may not actually be a meteor was sure to kill someone. Only, he felt absolutely nothing, no pain at all. Well, that wasn’t strictly true - there was a dull throb in his head, not painful, but uncomfortable.  What's more, he was momentarily surprised that his wrist didn't hurt anymore, the pain now having been replaced by a slightly weighted and compressed sensation. Ben's eyes peeked downward and took in the new strange accessory that had attached itself to him. 

The most notable thing about it was that it looked like a bulky black, grey, and white watch, like one of those really crappy prizes he could win at the carnival. However, one interesting thing to note about it was the lack of a clock face, which was replaced by a monochrome hourglass mark. It almost resembled a dial of sorts. Several buttons were placed around it, each glowing green. 

If most people were to wake up with a strange device clamped around their arm, they would probably freak out and run around in circles screaming, probably. But then again, Ben wasn’t 'most people'.

“Huh, kind of weird that it matches my outfit.” His gaze was drawn down to the metal sphere again. “I guess this is probably where this thing came from.” Ben deduced. Bringing his arm up, he examined the watch, trying to look for a clasp to remove it, only for his search to come up fruitless. And from how close it was to his skin, looking almost as if it were melded to it, forcing it off wouldn’t work either. In short, it wasn't going to budge at all. “Guess I'm stuck with this thing… Great. Just great.”

Ben’s annoyance at the situation left his mind when he spotted one button that was larger than the others. So, with his curiosity piqued, he pressed it. The dial popped up, showing a hologram of a weird-looking figure, with one discernible trait being that it had a flame-like head.

'Hmm...' He thought, and as curiosity took over his mind, he pushed the dial down and a massive burst of green light enveloped him. It was a weird feeling. It hurt, definitely, but at the same time, it felt oddly soothing.

At first, nothing happened. But then, Ben felt his arm change. Looking at it, he could see the watch had disappeared into his wrist, and reddish-brown rocks were sprouting out from the same point. They grew up and around his arm, and it wasn't long before his body was engulfed in rocks, which suddenly ignited. Once the transformation had been complete, Ben took a good look at himself. The very first thing he noticed was his height; he was much taller, about the size of an adult. Then came the realization that he was on fire.

The loud scream that emanated throughout the forest sent all nearby critters who heard it running for the hills, though any who stuck around to find out what the source of the noise was would be extremely confused as to why there was a man-made of rocks with his head on fire running around in circles like a headless chicken. 

"I'm on fire! I'm on fire!" He screamed, rolling around on the ground to try and snuff the flames out. "Someone?! Anyone?! HELP ME!!" 

But nobody came, and it was when he stopped trying to put himself out and accepted his fate, did another realization hit him, making him sit up in confusion.

He felt like he was on fire, but there was no scorching pain whatsoever. He moved back to the pod, which had a reflective surface on it, and saw the changes to his face. His head was vaguely skull-shaped, and wrapped in flames. His hands were ablaze, and the brownish rocks forming up his skin were segmented. One on his chest that curled around underneath his left shoulder was black and white, and he deduced it to be made of some type of metallic substance after a few experimental taps. On top of the strange armour piece sat a badge with an hourglass shape on it, the same shape that was on the weird watch.

"What... am... I..?" He asked himself, taking note that his voice was different too, now deeper and raspier. "I'm on fire, but I'm okay..? Did that freaky watch turn me into this thing?" A thought came into his head.

'So wait, if this body is made of fire...' Ben noticed the tree he punched earlier. 'Hmm... I wonder...' Ben held his hands together and focused. Soon enough, a fireball charged up in his hands.

"Okay, here goes." He shot the fireball through the tree like it was made of paper. He grinned in triumph and satisfaction, feeling pretty proud of himself. "Ha! Not so tough now, are you?!" Then his grin dropped off his face as it hit him; he was throwing fireballs in a forest, which wasn't really the smartest idea, in any world. 

"Uh, uh-oh." Unfortunately for him, his little fireball exploded and spread to the other trees faster than expected. In no time at all, Ben was now facing off against a massive forest fire that was jumping from tree to tree every second. Ben yelped and flailed his arms in panic.

"No, wait, stop!" He shouted at the fire as if expecting it to obey him. When that didn't work, Ben tried stomping on the flames as a way to snuff it out, only to keep forgetting that his foot, like the rest of him, was on fire and that he was only making it worse.

"This would've been so cool if I hadn't gone and messed things up..." He groaned, realizing there was nothing he could do but watch as the forest fire grew rapidly out of control. "Aw man, I'm gonna get so busted for this. Forgive me, Smokey..."

Back at the campsite, Max was starting to get worried about his grandson. The boy had gone wandering off a little while back, and he still had yet to return.

“Ben’s been gone for a while.” He said. “Well, I guess he can’t get into too much trouble.” 

“Unless he wound up as bear chow.” Max cast an annoyed glance to his granddaughter. “Hey, I can dream, can’t I?” 

Gwen, on the other hand, didn’t seem too bothered by his disappearance; in fact, she welcomed the boy's absence, since it meant a fair amount of peace, if only for a moment or two. As she continued working on her blog, a strange, smokey smell invaded her nostrils. 

"Gwen," Max called, gaining her attention.

"Hmm? What's up?" She asked, looking to see Max gazing at something, his eyebrows furrowed. Following her grandpa's gaze, she too noticed the large pillar of black smoke rising up from within the trees. "What is that?"

"Looks like the start of a forest fire. We should let the Park Ranger know." He answered, glancing at her. "Probably some damn fool out there, messing about with things he shouldn't."

Gwen nodded, watching the column of smoke rise. It was then that realization dawned on their faces.

"Ben." Max reached down to pick up two fire extinguishers, handing one to Gwen.

"You better take this." He said, beginning to run into the forest. "No telling how bad the blaze is."

"Typical," Gwen grumbled under her breath, running after him. "We can't even go one day without that idiot wrecking something. When I get my hands on him..."

"I'M GOING TO KILL THAT MORON!!" 

Gwen was angry. No scratch that, she was furious. She'd gotten separated from her grandpa at some point, and now she was going to die in a forest fire, on the first day of summer vacation, all because her cousin had to go and be a complete and total idiot.

No matter how much she doused an area with fire-retardant foam, it kept coming back just as quickly. Backing up and gritting her teeth nervously, she suddenly bumped into something. Thinking it was nothing but a tree, the red-headed girl turned around and immediately gazed up into the eyes of a tall and imposing, human-shaped monster that looked like it was made from living magma.

"Uh, hey?" It said, waving awkwardly. Gwen screamed, and clubbed the monster in the face, knocking it down. 

"OW! You little-" It growled, but she immediately hit it in the face with white foam, quenching its head flame. Hacking and coughing, the monster reignited himself, glaring at the redhead.

"I don't know who or what you are, but if you know what's good for you, you'll stay down." She snarled. Letting out a small, sly grin, the monster snapped its fingers, setting her shoe alight. As she hopped about in a panic, dowsing her foot in foam, Gwen noticed it was trying to hold back laughter. "I warned you, creep." 

"I wouldn't try that, dweeb," the monster said, standing back to its full height. "You might not like what happens next." 

Gwen's eyes widened; there was only one person who ever called her dweeb. "Ben? Is that you?"

"Ding ding ding! We have a winner, ladies and gentlemen!" Ben said, his arms outstretched, acting as if the pair weren't standing in the middle of an inferno.

"What happened to you?"

"...To be honest, I'm not sure," Ben replied, awkwardly scratching the back of his head. "I was taking a walk when I suddenly woke up and found this weird watch on my arm. After that, being curious, I fiddled about with it, before I suddenly became this thing. It scared me at first but then I realized that I’m on fire and it didn't really hurt me at all, and not only that, it turns out I can shoot fire from my hands! Then, while testing out what I could actually do, I may or may not have accidentally set the whole forest on fire. Soooooooo... yeah.”

As he bashfully waited for his cousin's response, Gwen processed this information with a blank look, before closing her eyes and pinching the bridge of her nose.

“It’s official. You are a complete and utter doofus.” Ben turned away and crossed his arms at that - kinda the response he was expecting, but at least glad she wasn't calling bull on his explanation.

“Yeah, don’t you think I know that? Dweeb.” Gwen scowled at her cousin while he stuck a flaming tongue out at her. Gwen's eye twitched, and she raised her fire extinguisher to whelp him again, but before things could get too heated, so to speak, she was stopped by her grandfather’s voice calling through the trees.

"Gwen! Gwen, where are you? Talk to me!"

Gwen gave her cousin a look. "Good luck trying to explain this to Grandpa," She said, ignoring her cousin's deadpan stare. "Grandpa, over here!"

Following the sound of his grandaughter's voice, Max ran into the clearing. While he was glad to see her safe, upon locking eyes with the rock man standing next to her, he immediately pulled Gwen behind him, aiming the fire extinguisher at Ben.

"Gwen! Get behind me!" He yelled, a look of fear on his face.

"Hey, Grandpa?" Gwen butted in. "Before you decide to attack him, there's something you should know.

"Hi, Grandpa. It's me." Ben waved, a smile on his rocky face despite the current state of affairs. Max gaped in confusion for a second before it hit him.

“Ben? What in blazes happened to you?”

"Hello?” Gwen said, interrupting Ben before he could tell his tale of events once more. “Forest fire raging out of control here?! Anyone remember that?" 

Max's calm expression returned, and he quickly formed a mental plan. "Backfire." He stated. "Start a new fire, and let it burn into the old one. They'll snuff each other out. Think you could do that?" 

Ben shook his head, a grin growing on his molten face as an idea shot into his mind. 

"Actually, I got a much better idea. Stand back." Taking a deep breath, Ben closed his eyes. After a few moments of nothing, Gwen started to get impatient.

"I thought you had this?" She mocked her younger cousin, who didn't seem to be listening. 

“Will you quit it, dweeb? I’m trying to concentrate.” Soon enough, the humongous blaze around them quickly began to evaporate, the flames being drawn towards Ben. As he absorbed them, the orange glow faded, replaced by natural darkness. Ben exhaled, his own flames having grown brighter and larger, and turned to his family, who were staring at him with their jaws hanging. "What?"

"How did you do that?" Max asked, regaining his composure slightly.

"I used my head," Ben answered. "This guy seems to possess some form of pyrokinesis. So, I figured that if he can shoot fire, he must also be able to absorb it, right?"

His family simply blinked in response, unsure of how to reply to that.

Psyphon remained ever vigilant of his master, watching as the minuscule medical drones crawled over his prone and mangled body, which was suspended by a group of tubes inside a glass tank. The bubbling orange liquid inside would serve to heal his wounds, or at the very least, ease the pain. A breathing apparatus was strapped to his face, keeping Vilgax alive while he slept.

The padding of metal footsteps from behind alerted Psyphon to the presence of a drone, but he did not turn around. “Well? Was the recovery successful?”

“Negative. Despite thorough searching through the debris of the enemy ship, the recovery drones were unable to detect the Omnitrix.” It reported. “It does not appear on any of our scanners either, which can only mean that it has left this area.”

“WHAT?!” Psyphon spun on his feet, facing the drone with a look of anger. “What do you mean it’s not there?! This battle nearly cost my master his life, and you’re telling me that the Omnitrix is no longer onboard the transport?!”

“Sensors indicate that a probe was jettisoned shortly before the ship was destroyed. It landed on the planet below.” 

“Well, send a scout droid after it! Bring it to my master immediately!” 

“Unfortunately, that operation will be difficult. Sensors also indicate that the planet we are currently orbiting is....” The drone paused, mimicking hesitation.

Psyphon tapped his foot impatiently. "WELL??"

It took a moment for the droid to start speaking again. "...Sensors also indicate that the planet we are currently orbiting is Terra 3."

At that, Psyphon froze, his blood running cold and his two hearts faltering.

Terra 3?

Of all the places, the Omnitrix had to land on that deathtrap? The Anur System would've been manageable, the remains of Fulmas, fine, but Terra 3?

For just a moment, Psyphon almost considered lying to Vilgax and telling him it had been destroyed. There were many reasons why species with actual functioning brain cells avoided Terra 3, some of which he shuddered at just thinking about. But he wiped the thought from his head just as quickly as it appeared; he could never betray his master like that, he wouldn't dare

Besides, a weapon that managed to intrigue Vilgax this much wouldn't be so easily destroyed, even by the likes of Terrans. He steeled himself and turned back to the drone, which was awaiting orders.

“If the Omnitrix is down there, then we’ll need more than just a simple scout droid.” He said. “Send in destroyers instead, two of them. With any luck, we’ll retrieve the Omnitrix and leave this system before Vilgax even knows we were here.”

“Yes sir.” The drone complied and left the room. Psyphon watched it leave, before returning his attention to the slumbering Vilgax. 

Two large pods launched out of the hangar and plummeted to the planet below, crash-landing near the crash site of the Omnitrix. The pods unfolded to reveal two enormous orange and brown drones that looked like a cross between a crab and a tank. They had 4 heavily armored legs and two arms, a pair of pincers that each had a cannon inside, and several large plates of armor on their shoulders and legs. The torso section consisted of a large rounded shell, and two red eyes beside it. 

The two droids surveyed the charred forest around them before one noticed the spherical pod where the Omnitrix had once been but was now empty. The droid opened one of its pincers before blowing the pod to pieces with a shot of red plasma. After quickly sharing a glance with one other, the two stomped off in different directions, mowing down any trees in their way.

Later, Gwen, Max, and Ben were sitting around a campfire, all three of them roasting marshmallows while Ben explained his story, in full detail this time. 

"And you say you woke up with this watch just clamped on your wrist?" Max asked the transformed boy as Gwen tossed him a marshmallow.

"Hey, this time it wasn't my fault!" Ben said as the marshmallow roasted in his fingers before tossing it into his mouth. "I swear!"

"It's okay, Ben. I believe you." 

“So, do you think he'll stay a monster forever, Grandpa?" Gwen asked.

"He’s not a monster, he’s an alien," Max replied, much to the surprised looks of his grandchildren. Widening his eyes at his sudden mistake, he added, "I-I-I mean, look at him. What else could he be?" 

"Aw, I don't want to be Fire Guy forever. How am I gonna play Little League this fall if I charcoal the ball every time I catch a Pop-Fly?" Said Ben, holding his head in his hands. “Or even worse, how am I going to explain to my parents that their little boy just became a living human torch? They'll hate me! Everyone will hate me!”

"Ben, it's alright, calm down," Max placated the boy before he began to freak out. "As I said, we'll find a way to get you back to normal." Just as Max said that the badge on Ben's chest started flashing red. After around three seconds of beeping, followed by a consecutive red burst of light, Ben returned to his usual self.

"Huh... I'm back to normal. Finally!" Ben said, pumping his fists in glee. “Look, don’t get me wrong, having literal firepower is cool and all, but I didn’t want to be like that forever.”

“Too bad,” Gwen sighed. “I preferred you better when you were a briquette.” She happily popped another marshmallow in her mouth as her cousin gave her a scathing look. But both cousins noticed Max was staring rather intensely at the watch, looking at it as if it just murdered someone in front of him.

“Hey, Grandpa?” Said Ben, “What’s wrong?” Hearing his grandson’s voice snapped him out of whatever trance he had been in, and he blinked in surprise, before putting on a smile to put his grandkids at ease.

"Sorry. I was surprised, that's all,” His expression hardened once more. ”Better not fool around with it anymore until we know what exactly we’re dealing with.” 

“Yeah, I guess,” Ben agreed, nodding his head. “Better to be safe than sorry.”

“You two stay here. I’ll go check out that crash site.” With that, Max left the pair alone by the campfire. It wasn’t even a full minute later before Ben began messing with the watch, trying to figure out how it worked and how he could transform again like earlier.

“Grandpa said not to mess with that thing, you know.”

“Yeah, yeah, I know, but c'mon! Aren’t you in the least bit curious about what this thing can do?”

“Not in the least.”

“Are you sure you’re related to me? Look,” Ben sighed. “If I can figure this thing out, maybe I can help people.”

Gwen crossed her arms. “By burning down forests?” 

“Ha-ha, very funny. Like your face. No, I mean like, actually helping people. Not just, you know. Make things worse.”

“Hmm,” Gwen continued roasting marshmallows while Ben silently fiddled with the watch. The pair simply kept to themselves until Gwen decided to break the awkward silence. “So… what did it feel like? You know, going all alien like that?” 

Ben stopped messing around with the watch, placing his hands in his lap. “It was… weird. It felt like me, but at the same time, it was like I was someone else. Like my mind was in the passenger seat of someone else’s body. It kinda freaked me out, really.”

“That does sound freaky,” Gwen agreed. “So why did Grandpa seem so interested?”

Ben’s interest had been piqued. “Hmm? What’re you talking about?” 

“When you turned back to normal, Grandpa looked at it as if he recognized it from somewhere before, like he knew it, or something.” 

She had a point. Why was Grandpa so concerned about the watch? Ben stared at it, hoping it would give him some sort of answer for his troubles. After a few moments of nothing, Ben gazed toward the spot his grandpa had disappeared into and got to his feet. "I'm going after him. Maybe I can find out what's wrong." 

“Grandpa told us to stay here.” 

“Yeah, well Grandpa's not here right now, is he? Smell you around, Gwen.” Gwen watched her cousin disappear into the woods and simply resumed roasting her marshmallows. She knew there wasn’t anything creepy in the woods, probably since the fire scared them all off, so she wasn’t too scared. However, she couldn’t shake the feeling that something was still going to go wrong.

Her gaze returned to the spot opening in the bushes Ben had disappeared, and her brow furrowed.

"Hmm..."

Deep in the woods, Max was exploring through what foliage remained from the fire. His flashlight swept the terrain as he searched for the crash site. Eventually, his scouring paid off, as he came across a large crater. And in the center was a silver spherical canister, or rather, what remained of it. He narrowed his eyes in suspicion - from what Ben told him, he left the area with the pod intact. Max moved in to get a closer look, picking up a piece of shrapnel from the destroyed pod. It was scorched, and still hot to the touch.

"I don’t like this. Not one little bit." He dropped the shard of metal and began making his way back to the campsite. But before he could take a step, a series of metal thuds drew his attention. With the sound of creaking trees, an orange drone forced its way through the trees, locking onto Max’s position. It lumbered over to the elderly man until it stopped, standing directly in front of him. Max froze as a red light from its eyes washed over him before he realized that the drone was scanning him for something. Evidently, it didn’t find what it was looking for, because once it had finished, the drone just turned away and left the area as if Max was of no importance to it. 

But even though he was seemingly out of danger, Max was still frozen in place, fear wracking his brain as something clicked in his head. The design of the drone itself was new, but the familiar color scheme and technology were not.

“Vilgax…”

During his excursion in the woods, Ben had come to realize that the start of this summer hadn’t been too bad after all. Sure, he may have accidentally screwed the ecosystem in this area for a good few years, but at least he had an alien watch to mess about with. 

And the best thing? He’d finally managed to figure out how it worked. Right now, he was cycling through the different forms and counted ten in total. So far, his personal favorites had to be the flame guy he turned into earlier, a ghost that he thought would be fun for terrorizing Gwen later, and what looked like a muscular figure with four arms. 

“I really need to try these guys out,” Ben said, scrolling through the watch’s options. “Who knows what they can do?” 

As he continued deciding which form he wanted to change into next, a set of heavy footfalls shook the ground from behind, and he was suddenly hoisted into the air. Ben turned to see who picked him up, and a pair of bright red optics stared back. As he struggled in the machine's clawed grip, he happened to notice that the watch was activated, currently showing an image of a bestial creature. With no free hand to turn the dial, due to his other arm held inside its pincer, Ben smacked the dial against the metallic hull.

This time, the transformation felt rather odd, almost itchy. Orange fur sprouted all over his body, and his body morphed into that of a quadruped, his back hunching over and his face lengthening into a drooling snout. He let out a mighty bellow, breaking himself out of the mechanical golem's pincer. He landed a few yards away, before checking out his new form.

'Okay, so no eyes with this one.' Ben deduced. Something akin to gills opened on his neck, and the entire area appeared in a greenish color, while the drone itself had been highlighted in red. 'Though, it appears to use some sort of infrared sensor to find its way about.'  If he had eyes, they would’ve widened as he noticed something else he deemed rather interesting. 'Hmm. No vocal cords either. Not a problem for me, that thing can’t exactly talk back.'

Ben’s gills suddenly pulsed in alarm as the droid leveled its claw and fired a shot of red plasma. He jumped out of the way as the ground behind him exploded, causing a cloud of dust to rise up, hiding the shapeshifter from sight. Taking this chance, Ben leaped onto a nearby tree, allowing him to gain the high ground, and a slight bit of cover.

Confused by the sudden disappearance of his target, the robot immediately began to search the area, unaware of the hidden danger above. With his mechanical hunter distracted, Ben leaped from the treetops and landed on top of it. Detecting his presence, the drone shook wildly, attempting to dislodge the furry menace. However, due to Ben's sharp claws digging into the metal, that wasn't going to happen anytime soon.

'C'mon, Ben!' He urged himself. 'Remember video-game boss logic! Once it stops shaking, STRIKE!!'

Soon enough, his patience was rewarded, as the droid's movements indeed began to slow down. The moment it stopped bucking like a wild horse, Ben thrust his arm into the drone's head. Once he had a tight grip on what he was sure to be vital circuits, Ben tore them out, tossing them away. 

The drone was opposed to this decision, and snapped Ben up with a pincer, throwing him off almost instantly, where he landed a few feet away. As he shook his head, forcing the pain away, he saw the drone attacking everything around it in a ferocious frenzy, firing shots of plasma in random directions and waving its claws about. At first, confused by the slightly humorous situation, the realization came into Ben’s head and a toothy grin grew on his furry features as he noticed that the robot's optics had gone dark; by sheer luck, he'd removed its ability to see.

But that was no reason to celebrate - the droid may have been without sight, but that didn't make it any less of a threat. In fact, the fact that it couldn’t see what it was attacking meant that it could end up going on a blind rampage through a populated area. One thing was for certain, it needed to be put down once and for all. A small growl escaped his throat as he charged the blind machine. 

Using the trees as springboards, Ben leaped above its swinging arms and dug his claws into the bot's dome-like shell once more, prying open the breach in its armour even further. This time, he stuck his mighty jaws inside and tore out more wires and circuitry by the boatload. He spat them out and went in for a second helping of metallic spaghetti, this time ripping entire motherboards out of what used to be its processor.

The droid suddenly whipped its arms around in a tornado-like fashion, before staggering to a halt, smoke billowing out of its dome. Ben leaped off, staring at the broken droid with a proud grin as it sagged to the ground with a heavy thud. Ben gave a mighty, triumphant bellow into the night as he celebrated his victory over the metal menace, declaring his victory to all that could hear it. In the case of a few nearby birds, this served to absolutely terrify them into leaving their nests to escape the beast. 

‘And as they should, pitiful weaklings...’ Ben thought with feral glee. All of a sudden, he shook his head. ‘Where the hell did that come from? Oh, please don’t tell me these alien dudes come with personality changes…’ He moaned internally.

Suddenly, his sensors detected a figure standing at the edge of the clearing, just a few feet away from him. 

Gwen Tennyson screamed upon sight of the canine alien, grabbing a nearby stick to defend herself with. Ben opened his mouth to respond, but closed it again, remembering he couldn't speak in this form. Instead, he directed a finger at his shoulder. Taking a look at the badge sitting proudly on a black and white shoulder pad seemed to ease the girl as her eyes widened in recognition.

“Ben? Is that you?” He nodded, tongue lolling out as he smiled. Gwen walked over to her cousin, taking in all the details about his new appearance - his new, constantly drooling appearance. "Well, judging by that fact this thing is about as gross as, if not more than you, it's not that hard to believe." She groaned, disgusted. "Bow-wow, put a flea collar on this mutt. And no eyes? What good can this one do if it can't even see?"

A mischievous idea suddenly shot into her brain, as she took a quick glance at the branch in her hands. She slowly crept up behind him, before winding up the stick, ready to strike, completely unaware of Ben’s new abilities. 

'Oh, I don't think so, dweeb.'

With his built-in danger sensors detecting when and where she would strike, Ben shot into the air just before the stick made contact with him, and touched down behind her. The recoil of the swing-&-miss led to Gwen tripping herself up, landing on her butt. The orange alien dog let out a few grunting noises, sounding very much like some form of chuckling.

"Okay..." Gwen conceded. "So maybe it's not a total loser after all."

Gwen turned her attention to the smoking pile of metal sitting a few yards away, a small pool of oil dripping out of it.

"What happened? What even is that thing?” She said, getting to her feet. All she got in response was a shrug, along with a small growl of ‘I don’t know'. "Nice work, for a Doofus."

The orange alien dog that was her cousin simply gave a smug grin, looking very proud of himself, but then the droid began shooting out sparks from the hole in the top of its head, some of which landed in the puddle of fuel below, igniting it.

"It's gonna blow!" 

Ben bounded forward, tackling Gwen to the ground and protecting her as the drone ignited in a fiery ball of red flame, causing a sudden wave of heat to blast over Ben's back. As the pair recovered, Gwen saw the area around them was covered in shards of orange metal strewn across the ground, and stray fires littered the landscape. With any luck, these ones wouldn’t cause another forest fire, but Ben kicked some dirt to snuff them out, just in case.

A flash of red light returned Ben to normal. "Man, that was close."

“You said it.” Gwen agreed. “What the heck was that thing?”

“I don’t know, some kind of robot? It just came out of nowhere and grabbed me.” Ben stood up, holding a hand out for Gwen. "It’s not going to bother us anymore, so let's just get back to the Rustbucket. Grandpa's gonna be worried about us.”

Gwen took the offered gesture, allowing Ben to pull her to her feet. “Good idea. I really hope this thing doesn’t have any buddies.”

Max had been waiting for the two back at the campsite with a stern expression, and the two balked when he ordered an explanation to where they went. When they'd finished their jumbled retelling of what had transpired during their galavanting in the woods, Max gave an exasperated sigh.

“I was worried you'd get tempted with that thing on your wrist. That’s why I warned you not to use it until we figure out what it is.” 

“Look, I’m sorry Grandpa, but I had no choice!” Ben protested. “If I hadn't used the watch, that thing would’ve wasted me!” Max remained silent, giving Ben a poker face. He was slightly miffed but understood that Ben had acted in self-defense. “Look, if it helps, I actually figured out how to make the watch work.”

Gwen and Max’s brows raised, signaling their intrigue, prompting Ben to continue. “All you gotta do is press this button, then when the ring pops up, you just twist it until you see the guy you wanna be. Slam it down, and then bam! You’re one of 10 super-cool alien dudes!”

“What about staying a super-cool alien dude and not transforming back into plain old pizza-face?” Gwen teased.

“I… kinda haven’t figured that bit out yet,” Ben admitted, rubbing the back of his head. 

Max stroked his chin in thought and smiled. “Well, with a device as powerful as that watch clamped on you, I supposed we better help you learn. Fast.”

Ben perked up, a look of disbelief on his face. “Really? You mean it?”

“It’ll take some getting used to, but we can make it work. Besides, if more of those droids you mentioned come sniffing about, you'll be ready next time."

Ben raised a fist and cheered. “This is the best day ever! You realize what this means, right? We can enter the hero business! You know, like Captain Nemesis, or Kangaroo Kommando!" He let out a high-pitched squeak at the thought of being just like his greatest heroes.

Gwen, however, didn’t seem so sure, “Well, a watch that powerful has got to have been built by someone. What are you going to do if the original owners come looking and decide they want it back?" 

Pausing his geek-out session for a moment, Ben scowled and crossed his arms, “Yeah, well they’ll have a pretty hard time getting it off. It won’t budge and believe me, I’ve tried. Besides, they should’ve thought of that before trying to wipe me out with a giant robot.” 

Before anything else could be said, the radio in the Rust Bucket picked up an incoming signal, crackling to life.

"Mayday! Mayday! If anyone is out there, please respond!" A man shouted through the speakers, loud banging, explosions, and screaming in the background. “We're under attack by some sort of crazy-looking robot! I know it sounds stupid or like a prank, but please, send h-" A sharp bang cut the man off, static taking over the feed.

“Looks like they won’t take no for an answer.” 

“I thought I trashed that thing?! Don't tell me there was another?” Ben gasped, digging his hands through his hair. “It must be looking for the watch. Those people are in trouble because of me!”

"You?” Gwen scoffed. “What are you gonna do about it, Tennyson?” 

"What do you think, dweeb? I’m going to help those people!" Ben answered with a determined look. He rushed outside the Rustbucket, only for Gwen’s voice to halt him in his tracks.

“Ben, I think we should let someone else handle this, like the park rangers, or even the police.” Ben stared at Gwen with an expression that said ‘Are you serious?’.

“Gwen, you saw that thing. I only managed to beat it the first time because I went alien!” He said, incredulously. “If I can’t beat it without the watch, what good can the cops or park rangers do about it? I have to help them!” Ben turned and ran off into the woods, heading towards the site of danger. 

Gwen moaned, “I hate it when he’s right…” before quickly chasing after him. 

"Oh, Ben… You remind me so much of her…” Max sighed, mumbling to himself as he followed his grandchildren into the trees.

As the family exited the treeline into the main RV park, they were immediately greeted by a flaming jeep flying over their heads, landing with a loud crash. With a slightly satisfied smirk on his face, Ben turned to his cousin. "Still think we should call the police?" 

“I’m not even going to dignify that with a response.” Without another word, Ben activated the Omnitrix, selected his chosen avatar, and slammed the dial down. 

This time, the transformation felt smooth unlike the previous ones, where it just felt a bit uncomfortable. He watched as crystals encased his entire body, making him look like a statue of solid diamond. Two large crystal shards ripped out of his back with a smaller pair jutting out below, and his head extended into a point. His clothes morphed into a jumpsuit split down the middle with one side black, the other white, with the watch badge appearing on the left side of his chest.

Gwen stared at the new alien with intrigue; certainly by just standing there, Ben now commanded a presence of bravery. "Okay, so a walking chandelier. What can this one do?"

"I don't know, but I reckon it's gonna be cool..." Ben looked at his fingers, before flexing them into a fist. A nearby explosion drew their attention. 

About 200 yards away, an RV had erupted in flames, knocking a few people down. One such park ranger was rather unfortunate, as a large robotic claw reached out from the giant cloud of smoke, scooping them up. The other destroyer droid stepped forward into full view, bringing the struggling human to its optics. 

"Okay, so either that thing somehow managed to fix itself, or it had a buddy running around and I didn't notice," Ben growled, before turning to his family members. "Grandpa, you and Gwen get the campers to safety, I'll deal with Shellhead over there. I'll get his attention, divert him away from you." 

Max and Gwen complied with a nod and ran off to assist the other campers. Ben watched them go and rushed forward to tackle his new enemy.

“Hey, tin can! Leave him alone!” Ben commanded. The droid turned to stare at him. “You want someone to pick on? Try me on for size!”

The droid tossed its captive into a nearby jeep as it focused its full attention on Ben, and snapped its pincer threateningly. It wasted no time firing an energy blast right at him, sending him flying into an RV, but thanks to his new diamond-like skin, Ben barely felt the impact. However, its next blast blew the RV up with him inside.

Nearby, Gwen and Max helped the park ranger out of his predicament by lifting him off the Jeep, while the rest of the campers ran for cover.

“What is going on here?” The ranger asked, terrified out of his mind.

“Trust me, you wouldn’t believe us if we told you,” Gwen said.

“Young lady, there’s a giant robot attacking us and picking a fight with a rock monster. At this point, I’m willing to believe anything.”

“...Good point. Now come on!”

Ben punched his way out of the wreckage, his chest smoking a bit from the attack. He growled as the droid advanced, holding up a claw to fire another energy blast. Ben threw his arms together, bracing for the impact when he felt his hands change shape. He reflected the blast away, the stray beams shooting off in different directions. As he pulled out of his defensive position, he took a second to examine his hands. His fingers had melded together, forming some sort of blade.

"Cool. Energy refraction and built-in melee weapons. That'll come in handy." He commented, before charging at the droid, shouting a war cry. As he swung his blade at the machine, the droid jumped over his head, spinning its legs around much like helicopter blades. It suddenly came crashing down on Ben, pinning him against the ground. 

"How the hell can this thing move so fast?" Ben asked himself, trying to free himself with much difficulty. The droid leaped into the air once more, this time clamping its legs together into a drill-like shape. Ben managed to pull himself up and dart to the side just in time, avoiding what would've been a painful impact. The droid fired more energy blasts at him, but thanks to his enhanced reflexes, Ben was able to dodge them left and right.

However, a stray blast hit a tree, which threatened to crush his cousin, who was directing people to safety. As Gwen finally noticed the tree falling toward her, she was frozen in place with fear, until the trunk split in two with both halves harmlessly landing on either side of her. It took her a moment to see Ben standing in front of her, an enormous crystal shard sticking out of his back. For a moment, Gwen definitely had to admit that Ben, much as she loathed him, looked awesome.

"What would you do without me?" Ben smirked as the shard sank back into his body.

And just like that, the moment was gone, as Gwen crossed her arms, wearing a deadpan expression. "Gee, I wonder..."

Suddenly, a mechanical claw wrapped around Ben's waist.

"Uh oh." He just had time to say right as the droid yanked him away from Gwen and began rapidly spinning its upper half in circles, before lobbing Ben all the way across the trailer park. As he fought his bout of dizziness, the younger Tennyson stumbled away and took cover behind a small shed.

'Okay, how do I beat this one?' Ben took the small respite he had to begin making plans, trying not to throw up. 'Rushing in blindly was stupid, and sneak attacks won't work with this crystal guy... Urgh, I need to name these forms.' A sudden nearby explosion jogged his memory. 'Okay! Okay! Names later. Plans now.'

Ben peeked around the corner, taking note of the droid's features as it wandered around the battlefield, currently searching for its lost target.

'Okay, so... Can't knock out the eyes again. If I do, it'll just go all crazy, and people could get hurt. This crystal guy doesn't seem agile enough to hop on top of that thing again,' He deduced, before taking a second to study its arms, the most dangerous part to tackle. 'Maybe if I take out its arms first, it'll have nothing to use against me. Then I can take it offline! But I need some kind of ranged weapon to take out those cannons...'

As he thought, his hands shifted again. Looking down, his hand morphed into what looked like a jagged stump. Ben pointed it at a tree, and a volley of sharp crystals launched out of the stump, embedding themselves into the bark.

'Well, that's handy.' His plan made, Ben stepped out from behind cover, a smirk on his face. 

"Hey, ugly!" He shouted, drawing the droid's optics to him. He pointed to his Omnitrix badge. "You missed a spot!"

The machine promptly opened fire, several red energy blasts hurtling toward him. Ben grinned and sidestepped, bombarding the drone's pincers with several shards. His aim hit true, and the cannons erupted in sparks, offline. Ben switched to physical combat and ran forward. The droid thundered towards him at speed, claws snapping. 

As it swung a claw at the crystal alien, Ben leaped over the attack. With one swipe, he severed one of the arms from the body, and as an added bonus, he'd managed to cut off a leg as well. Sparks and oil poured out the stump that used to be the droid's right arm as it stumbled around, trying to keep balance on three legs. Ben, managing to land on his feet, didn't have time to react when the droid spun around and ensnared him with its other claw.

"Oh no, you don't..." Ben growled, trying to release himself again when an idea suddenly came to his head. Ben closed his eyes, before concentrating really hard. The next thing he knew, several spikes jutted out of his body, piercing the metal grasping him. Ben ripped his way out of the mangled pincer, smirking at the drone, which now stood a few feet away. But a sudden glow in the droid's cold red eyes made him falter; it looked almost... smug? Could robots even show emotions?

As he thought about this, a panel between the droid’s optics opened up, and a large, silver barrel extended outward, aiming straight at the young Tennyson. Ben held his hands out, ready to defend against the incoming attack, as a massive black and red energy beam swarmed out of the cannon and slammed into Ben, dust and smoke kicking up all over the place. As the cloud parted, Ben stood strong, deflecting the beam. Although, he was doing so with great difficulty, having to grow diamond spikes from the soles of his feet to keep himself rooted.

"What comes around, goes around!" Ben grunted, angling his hands slightly, the reflected beam shooting off into the trees. "Let's see how you like it, you techno-freak!!" 

Angling his hands back around to the droid, Ben had essentially used its own final weapon against itself, slicing it to pieces and resulting in its total obliteration via explosion. The small crowd was silent for a moment as they took in the situation, before 

"WAY TO GO, B-, I mean, DIAMONDHEADED GUY!!" Max shouted out, breaking the silence and raising a fist. Gwen let out a cheer, with the campers slowly following the example. Soon, the assembled crowd was cheering, whooping, and clapping, all hailing Ben as their new hero.

"Diamondhead?" Ben said to himself. "Huh. Sounds like a good name. Got a nice ring to it." The newly-named 'Diamondhead' turned to the group of campers, placing his hands up. "Please, no applause. I was just trying to help." 

Just then, a familiar beeping cut his basking short; his time was up. “Well, I think my work here is done.” Said Diamondhead, knowing he couldn't let these people see his true identity, and ran off into the forest. While the campers celebrated, the remaining Tennysons sneakily made their own getaway.

Back up in space, the Chimeran Hammer orbited the planet, its damaged hull being seen to by dozens of repair droids. Inside, having received the news of the mission’s failure, Psyphon was currently festering in rage.

“Failure?! Unacceptable!!” He shrieked at the droid who stood before him. For a moment, he considered just blasting the droid's face off before reeling himself in - while Vilgax's droid army was immense, it was in no way expendable. “Unacceptable, but not unexpected. This is Terra 3 after all. No matter, now that we know their weaknesses, we can enhance the next batch for next time.”

“I have extra news to report,” The droid said, gaining Psyphon’s attention. “According to the data feed on one of the destroyer droids before it was destroyed, it appears the Omnitrix has bonded to a host and is now on the move.”

“It has already chosen its champion?” Psyphon said, turning away. ‘This isn’t good. If the Omnitrix has already found a host, then retrieving it may prove to be more difficult than anticipated.’ "Have you determined anything about this host?"

"Negative." The drone answered. "Scans were unable to determine the identity of the host before both droids were destroyed."

"Of course they weren't," Psyphon growled in frustration, before addressing the drone once more. "Very well. At this current moment, the rejuvenation of our master and the repairs of this ship take full priority. Once the ship has been fixed to a suitable standard, then we will send scouts to determine the identity of the Omnitrix’s host before any attempts for retrieval can be made. Until then, you will monitor the Omnitrix and its unidentified host, and try to find out what their motives are.”

"Affirmative." The droid bowed, and shuffled away, leaving Psyphon alone in the medical chamber. Psyphon glowered and crossed his arms behind his back, returning and diverting all awareness onto Vilgax. His master remained in a coma inside his incubator tank, but the device itself had since been modified thanks to Psyphon’s paranoia; it now possessed an extra layer of shielding around it with a small triangular window at face level. 

Truly, Psyphon believed Vilgax could recover in peace, but he just felt uncomfortable in this position; he never liked being in charge, but since his master was out of action, and someone needed to rule over his grand army, he willingly and reluctantly accepted the task with a grim determination.

“Do not worry, my master.” He said, placing a hand on the tank. “I will obtain the Omnitrix for you, and the one who dares to hide it from you will hang on your trophy wall. I swear this to you, my liege.” 

The very next morning, Gwen and Max were packing up the rest of their luggage into the Rustbucket, preparing for the start of their road trip. When everything was in piles, Max noticed something was missing, or rather, someone. Ben was nowhere to be found. “Where’s Ben?”

“No clue. Haven’t seen him since breakfast.” Gwen shrugged. 

Suddenly, the pair noticed a dust cloud speeding towards them at quite a velocity. It screeched to a halt in front of them, revealing a blue-skinned velociraptor in a black and white jumpsuit, with a weirdly shaped helmet, black spheres under its feet, and large fins on its back.

“Ben?” Gwen asked, recognizing the familiar hourglass badge on the creature’s chest.

"Yep! Hey, check this out!" With that, Ben zipped around the campsite at lightning-quick speed, and in the blink of an eye, all their stuff was packed inside the Rust Bucket. "Pretty fast, right? I think I'll call this one XLR8." As the flash of red turned him back to normal, Ben brushed himself off and looked at his family with a big grin on his face. “You know, I've got a feeling this summer's going to be better than I first thought.”

“Well, it’s certainly going to be interesting.” Gwen agreed.

"Alright kids, let's get this road-trip, on the road!" Max said, entering the Rustbucket. 

As the pair followed their Grandpa inside, Gwen turned to her cousin. “So, where did you run off to anyway?”

An evil grin grew on Ben's face. “Heh, just had to run an errand or two before our vacation really got rolling. Let’s just say it’s been a long time coming.” He replied cryptically.

All the way back in Bellwood, Cash and JT had awoken that morning, only to find that they had been wedgied upon a large tree outside the school. How and when they'd gotten up there would forever remain unclear to them. 

"Uh, dude?" Cash asked. "How did we get here?"

"Not sure," JT replied, groaning as if he had a headache. "But it all happened so fast..."

"Er... Can someone get us down from here?" Cash shouted out, desperate in the hopes that someone would save them, mainly him, but unfortunately, none of the cars he tried to flag down stopped to help the two at all, nor did they seem bothered to even acknowledge the two adolescents hanging helplessly from the tree. "Anybody! Little help up here, please!"

Chapter Text

The city of Washington D.C was a place not often visited by chaos unless it concerned a presidential election. However, as they looked to the smoky night sky, most of the citizens felt a large spell of unease. Especially since it also happened to be glowing an ominous orange.

In a small corner of the city, one of the apartment blocks had caught alight. Several fire crews attempted to tame the inferno with little success. Any bystanders curious about the situation were kept back by the police force, and paramedics attended to those who managed to escape with varying injuries.

The fire chief observed the flames, a grim look twisted onto his mustached and grizzled face. A few firemen exited the burning building, one of them lifting a woman out to safety. After escorting the woman to a safe distance, he approached his crew members. 

"Is there anyone else in there?" He asked.

One of them, a young pale-skinned lad, shook his head. "Not sure, sir. This lady was alone when we found her." He replied, looking back at the woman as his partner tended to her. Ashes caked her brown hair and white shirt, and she was trying to catch her breath.

Just then, an explosion burst out through the doorway, causing a wave of heat blast to blast over everyone, causing the doorway to collapse, blocking off all entry into the building. 

“JIMMY!!” The woman suddenly went hysterical, trying to claw her way past the firemen, who restrained her with slight difficulty. “My baby! He’s still in there! Let me go!” 

The fire chief paled and looked back at the crumbling building in despair; a young boy was trapped inside, and there was nothing anyone could do to help him. As the gathered crowd watched the commotion, they failed to notice a small man-shaped comet fly in through an open window.

On the fifth floor of the apartment block, a young boy no older than 5 sat down, frozen with fear as his home burnt down around him. As the hellish circle closed in on him, Jimmy whimpered, curling himself up into a ball. He prayed for something, anything to save him.

A creaking and groaning sound came from above him, but he didn't look up. Jimmy knew it was hopeless; this wasn't some sort of movie. No self-respecting superhero was going to bother with a mere house fire, and it would be awesome if he gained superpowers, but no one would ever love him again. He was going to die, here and now.

As the ceiling gave way, Jimmy shut his eyes tight, waiting for the end. However, fate seemed to smile upon him that day, as the fatal blow never came. He heard a loud smash, quickly followed by a grunt. Opening his eyes, Jimmy gasped and took in every detail of his savior. A man, made out of magma and rocks, stood a foot away, his head on fire, and he held a large pile of flaming rubble above him.

"Who… Who are you?" Jimmy asked, filled with both shock and awe.

"Urgh... Name's Heatblast, kid. Don’t worry, I'm..here to help." Heatblast grunted, tossing the debris into a corner, before absorbing the fire in the room, clearing a path to the exit. He initially considered absorbing the oxygen to snuff out the flames, but that would’ve made it much harder for Jimmy to breathe.

Heatblast kicked down the charred door, motioning Jimmy to follow him through. It was a good thing they moved promptly, because an explosion, most likely originating from a gas main, incinerated the room behind them, causing the roof to cave in.

"That was close. Alright kid, this way!" Heatblast shouted, pointing at a staircase that was promptly smashed through by a chunk of ceiling that broke off, much to the alien hero’s annoyance. ‘Are you freaking kidding me?’ "Uh, actually... on second thought, that way." He instead turned back to the hallway, the end of which led to a window. Heatblast formed a fireball in his hands, and launched it at the wall, blowing it to pieces. 

Cooling down his arms so he wouldn't burn the boy, Heatblast grabbed Jimmy and jumped out of the burning building, right before an explosion went off behind him. As he landed, he handed the young boy to his mother, who practically crushed him in a hug. They were immediately seen to by the paramedics, while the rest of the civilians gasped at the sight of the alien, some even taking out their phones to take pictures.

"I know what you’re thinking, but for starters, I’ll let you know that I didn’t start this fire," Heatblast said, putting his hands up, attempting to placate the crowd. "Even if it looks like I did. I’m just here to help you, and that’s it.”

A glint of gold suddenly caught the corner of his vision, so he turned to see what it was and was thoroughly excited once he saw what it was. Jimmy was holding three golden cards, practically caressing them, as it seemed to be the one possession he managed to save from the fire.

"No way! A golden Sumo Slammer card!” Heatblast said, practically crawling all over the boy. “Where'd you get it? I've been searching all over for that!"

"Uh... It was a prize inside a box of Sumo Slammer cereal." Jimmy explained, confused by the alien's sudden interest in his trading cards. “Oh, uh, thanks for saving me, Mr. Heatblast!”

The alien’s eyes widened, before giving a kind smile. “No problem kid. It’s all in a day’s work for - “

A horn honked at them from the road and Heatblast looked off to the side, spotting the Rust Bucket nearby. His dweeb of a cousin poked her head out the window.

"Hey, hot-head!" Gwen yelled, impatiently. "The fire was a diversion to cover up a jewel shop robbery. The bad guys are getting away!"

"Oh, I, uh…I knew that..." Heatblast said, looking at the cards, and back at Gwen.

At an intersection several blocks away from the fire, a black van raced through the streets of Washington DC, blasting past the red lights and nearly running over pedestrians crossing the road. The pair of criminals inside was feeling pretty proud of themselves; they had just pulled off a very successful and lucrative heist with little interference from the cops, and all it took was destroying the livelihoods of a few people. 

“Hey uh, Harry?” The passenger said, looking behind them. “Quick question.”

“What is it, Marv?” Harry, the driver grumbled. “I’m trying to concentrate on the road here.”

“Sorry, it’s just… When did the cops start using RVs to chase down criminals?” Confused, Harry looked in the rear-view mirror to see the Rust Bucket was right on their tail. 

Inside the RV, Max had his foot on the gas, when he smelled something burning. He looked to see smoke emerging from Heatblast's seat, due to his molten skin.

"I knew I should've bought those asbestos seat-covers when I had the chance." He dead-panned. “I suppose that’s my fault for not planning ahead on time.”

"Sorry, Grandpa, I can't help it," Heatblast said. "This was the only alien I had that could fight fire.” Out of nowhere, Gwen blasted him with the fire extinguisher, to put out the miniature fire he had started. This also quenched Heatblast's head flame, which instantly re-ignited. “Can you not?! You know how much that hurts me, literally, I might add.”

"Ten superheroes on that stupid watch, and you pick the one with the flaming butt?" Gwen asked, scowling.

"Again, not my fault. I’m very limited with choices here, and I don’t have a water guy. I mean, I have Ripjaws, but he doesn't do well in the heat." Heatblast replied before a small smirk grew on his face. “And I don’t know if it’s me, but it sounds like someone’s a little jealous.” This smart response earned him another dousing from his not-very-jealous-at-all cousin, making him yelp and jump out of his seat. 

Suddenly, Gwen lost her footing and tripped over, much to her cousin’s hilarity, as Max made a sharp corner, his superior driving skills allowing him to take a corner at speed without tipping over. As the Rust Bucket started to catch up to the thieves, Heatblast pulled down the window and leaned out of it, a fireball forming itself in his hands. Concentrating hard and locking onto his target, he tossed the fireball at the back of the van, which caused the impact to launch the car into the air.

"Stee-rike! Hahaha!!" Heatblast shouted triumphantly. The car landed on its side and the thieves inside screamed as it skidded across the ground before ramming headfirst into a brick wall. 

“Yeesh. Violent much, doofus?” Gwen said, unapproving of her cousin’s actions. “You could’ve seriously hurt them!”

“For your information dweeb, these guys burnt down an apartment complex just to pull off a robbery.” Heatblast snapped, glaring back at his cousin. “Innocent people could’ve been hurt because a pair of jokers wanted to make it rich, so if you ask me, I think I reined myself back enough, don’t you?”

As Gwen put up her hands in surrender, Heatblast hopped out of the Rust Bucket and marched over to the wrecked van, lifting it up until it landed right side up, before wrenching the door off its hinges. The thieves inside were trembling with fear, whimpering pathetically and holding each other as the flaming alien scowled at them.

"Now then, unless you punks want a permanent sunburn," He ordered threateningly, crumpling up the door in his grip to emphasize his warning. "Get out of the car and put your hands against the wall."

The criminals looked at each other before obliging; neither of them was stupid enough to pick a fight with a walking flamethrower. They quickly scrambled out of the car, placing their hands onto the brick wall with their backs turned on the alien hero. Things were going rather well when the badge on Heatblast’s chest then started beeping and flashing red, but since he was focused on the thieves in case they tried to pull a fast one, he failed to notice them.

"You guys picked the wrong day to be bad-" Heatblast's speech was interrupted, as the watch gave out a flash of red light and transformed him back into Ben Tennyson, "-guys."

Hearing the change in voice, the thieves both turned around to see that the man made of fire had disappeared and they were being held up by a smug-looking, 10-year-old boy.

"Hey, It's just a kid!" Harry shouted, angrily. "Marv, get the jewels!"

At that point, Ben finally realized he had turned back into a human again when he looked at the watch and saw that it had gone into recharge mode. 

"W-Wow, time sure flies when you're having fun." Ben chuckled nervously, before backing up from the thieves slowly. "I've, uh, decided to let you off with a warning this time."

While Marv retrieved the goods from the wrecked van, Harry advanced on the defenseless boy, cracking his knuckles. The man pulled back a fist, ready to knock Ben out when the distinct sound of sirens filled the area. Just then, several cop cars turned up, the officers stepping out and holding the thieves at gunpoint.

“Freeze!” One of them yelled. Marv dropped the jewels and put his hands up in surrender along with his partner, waiting as the officers moved forward to arrest them.

"They're all yours, officers," Ben smirked, as the officers walked past him. "Now I know you'll want to thank me, but-"

"Step aside, kid. This isn't playtime." One of the officers interrupted, making Ben stumble slightly.

"Playtime?" Ben said with disbelief. "Excuse me P.C Barney, but I'm the one who captured them!"

The police officer just ignored him and lugged the handcuffed criminal back to the police cruisers.

"It's not fair!" Ben complained. "I'm the hero here! Aww, man..."

The very next morning on the opposite side of Washington D.C., a grumpy-looking bald man in a business suit was knocking incessantly on a small-town apartment building. When nobody responded to his knocking, he looked up at the window and banged on the door harder.

"Hey, Animo!" The landlord yelled, getting impatient with the lack of answers. "I know you're in there! Open up!" But Animo still wouldn't come to answer, so the balding landlord finally had enough and barged right into the building – it seems like Animo didn't know how to lock his door. 

When the landlord stepped inside, he had not been expecting to see walls of cages of every shape and size everywhere or to hear the overlapping noises of different animals. The television in the corner blared some news about the previous night’s events, barely noticeable over the din. And the smell was the worst part – he couldn't even describe the smell because his nose immediately lost all sense.

"Eurgh, smells like a zoo in here," The landlord, reluctantly walking further into the building. “How the hell can anyone live in this mess?” 

He walked closer to a tank with a rather peculiar species of frog sitting inside when he heard someone's footsteps walking up behind him. The landlord turned around and nearly jumped out of his pants as he stared up at the face of a tall, lanky man with sickly, pale-green skin, and dirty white hair that touched past his shoulders. The reclusive man bared his broken teeth at the intruder.

"How did you get in?" The sickly-looking man demanded.

"Passkey," answered the landlord, collecting himself and readjusting his tie. "I am still your landlord, remember? Maybe not since your rent is six months past due, Animo."

"Ever since you unfairly raised the costs, I’ve since pooled all my funds into my research," said Animo, glaring at the landlord. "Now get out! Leave! You're disturbing me!"

"Hmph, looks like you were disturbed long before I got here, pal," the landlord insulted, looking out the zoo-like apartment. "Listen, doc, you and your furry friends are out on the street unless you pony up the green," he said, holding his hand out expectantly. “Or do you want me to call the cops and tell them I’ve got a mutant infestation?”

"'Pony up'," Animo repeated with a hint of amusement, ignoring the man’s threat. He took out the frog in the tank, gave it a small stroke, and released it on the floor. "What an interesting choice of phrase. You must be an animal lover. I do hope so because you're going to love this."

Animo took out something from underneath one of his cabinets and turned around to the landlord with a serious expression. The balding landlord stared at Animo for a long minute, trying to process what he was seeing, and then broke out in a fit of laughter. Animo had put on a harness and helmet that looked like he had built from a cooking strainer and cobbled together electronics.

"What's that?" The landlord giggled. "’You a member of the Moose lodge or something?"

"This is my transmodulator," Animo gritted out. "Phase number one: it creates and accelerates mutations at the genetic level. Oh, but your feeble mind is simply unable to grasp such a concept it seems."

“Wha...What’s that supposed to mean?” The landlord sputtered, his face was red with anger and confusion.

“Oh, I’m so very glad you asked. Please, allow me to demonstrate.” Dr. Animo twisted the dial on his chest, the patchwork machinery began to hum, and red sparks snapped from his strainer bowl helmet horns. Beams of red lightning struck down on the frog and the amphibian grew to be twice as big as the landlord with a murky shade of green skin, growing two horns on the side of its head and doubling its number of red eyes. 

The landlord screamed like a frightened schoolgirl before the mutant frog swallowed him whole. The landlord makes an obvious attempt to escape based on the movement in the frog's mouth, which Animo found rather delightful.

"I'm sorry, I can't hear you," Animo mocked. "Sounds like you have a frog in your throat – or is that the other way around? HAHAHAHA!!"

The mutant frog eventually found the landlord to be a distasteful meal and spit him out against the wall, knocking him unconscious as he hit the floor. But Animo paid him no mind, now staring spitefully at a newspaper clipping he pulled from his pocket, his eyes blazing with fury at the man in the photo.

"So close to having what is rightfully mine, and I will get you back for what you did to me, I swear..." Animo mumbled, clenching his fist angrily. "All I need is a few lousy components in order to finish my work.”

"So whatever you need, from hairspray to state-of-the-art electronics," The TV in the corner suddenly piqued Animo’s attention, thanks to the overly loud and annoying voiceover. "You'll find them under one roof at the grand opening of the district's newest mega-mart."

"Ah…," Animo said, a sinister grin coming on his face. "Just what the doctor ordered." He turned to the giant frog standing behind him. “Come, my pet! We’re going shopping.”

Later that day, Max led the children down the aisle of a large supermarket with Gwen following behind, bearing a sense of dread at the weird and disgusting things her grandpa liked to purchase even in convenience stores. Ben on the other hand hung back, his mind in the clouds but the moment his eyes wandered toward the sign leading to the cereal aisle, he sneakily broke off from the group.

“Now where are you, my precious?” Ben sighed, scouring the rows of boxes. He searched for one brand, in particular, pulled it off the shelf, and eyed the ad in the corner.

"Ah, here you are," He said eagerly, before balking at the number of cereal boxes all having the same logo. “Aw man, it’s going to take me ages to search through these boxes. There're no cameras around this aisle, but someone’s surely going to spot me messing around.”

Wanting so desperately to get the card inside, he hatched up a very devious plan, a mischievous smirk crawling on his face as he looked at the watch.

Meanwhile, Max and Gwen stopped at one of the nearby aisles as the elderly man scrutinized a can of octopus chunks. Gwen was horrified; what kind of freaky supermarket sold pieces of sea creatures in cans on store shelves, especially next to the soup? 

"Hmm, only canned octopus," Max said disappointedly. "I thought this store prided itself on a wide selection."

"Uh, grandpa?" said Gwen hesitantly, trying to keep her breakfast down. "No offense, but can we please have a normal dinner for once? You know, one that doesn't involve stir-fried tentacles?"

"Heh, nonsense," Max chuckled amusingly. "Now where do you suppose they keep the sheep's bladder?"

Gwen groaned, already picturing the nightmare meal her grandpa would be creating tonight; it made her feel sick just thinking about it. But before she could follow him, the redhead happened to notice a flash of green out of the corner of her eye, followed by the sound of reckless rummaging. Neither one was a very good sign, but at least it would help get her mind off of dinner for tonight.

"Ben?" Gwen called for him suspiciously.

She followed the source of the green light, turned into the cereal aisle, and gasped in horror at the grizzly scene. Nearly every box of cereal in the row had been knocked off the shelves and had their tops ripped off, which was a rather impressive feat, considering it had only been a few seconds. 

She stepped carefully into the aisle and noticed a single box of Sumo Smacks rattling around with something small moving inside. She pulled the box off the shelf and heard a nasally, high-pitched voice complaining from within.

“Aw man, another red card? I already got two of those...” She stuffed her hand inside and wrapped her fingers around the small creature. “AHH! What the-”

"Gotcha!" said Gwen victoriously. She pulled her hand out and glared at the four-inch-tall, gray-skinned, frog-like alien with large green eyes wearing a white and black jumpsuit. "Grey Matter? Seriously? Just what do you think you're doing, doofus?"

"Uh, looking for the gold Sumo Slammer card, duh," Grey Matter said sarcastically. “Actually, I was going for Ghostfreak so I didn’t make too much of a mess, but here we are.”

"You're supposed to use your powers to help people," Gwen chastised him. "Not find some stupid trading card."

She was just starting to build into a whole tangent about using his aliens responsibly when they heard someone clearing their throat behind them. Gwen grimaced as she turned around, keeping her transformed cousin hidden behind her back. One of the store employees looked very unhappy with Gwen, his hands on his hips.

"Just what do you think you're doing, young lady?" The irritated employee asked.

"It wasn't me, sir!" said Gwen. "It was my doofus cousin!"

"Well, someone is going to have to pay for all this," The employee told her, and Gwen couldn’t help wondering whether he meant that literally or figuratively.

Around five minutes later, Gwen and Ben found Grandpa Max in the back of the store and were currently dumping piles of opened Sumo Smacks cereal boxes into their cart. Max was obviously disappointed. The young Tennyson boy noticed and quickly jumped on the other side of Gwen to keep them separated.

"So, why are we buying all this cereal?" Max interrogated.

"Well, we would have only had to buy the one I found the gold Sumo Slammer card in if little miss dweeb hadn’t interrupted me!" said Ben angrily.

"Hello?!" Gwen snapped back. "You were trashing the whole cereal aisle just to find some stupid piece of cardboard!"

“Stupid piece of cardboard?! I’ll have you know that the card is a limited edition! Very few of them exist right now and once all of them are gone, that’s it, game over! Besides, you realize we wouldn’t have to buy all these boxes if you hadn’t even shown up. I would’ve got the card, Grandpa doesn’t have to spend all that much, and we wouldn’t look like a bunch of idiots in front of everyone carting an entire aisle’s worth of cereal about!”

"Ben, now I can appreciate how much this card means to you,” Max interrupted before things got too heated between the two. “But don’t you think you’re getting a little obsessive over it?”

"Obsessive? Me? Are you crazy?" Ben argued. "I just thought that since I saved a bunch of people from a burning building AND took down the guys who set it on fire last night, I deserve at least some sort of reward."

“Superhero guilt-tripping? That’s pretty low, Ben." Gwen scolded. "Besides, you saved, like, one person." 

“Yeah, speak for yourself dweeb. Like you haven’t done that before.”

"I don't know what you mean."

"Alright then, let's see you try and save a kid from a burning building!"

"Alright, you two, that's enough," said Max.

Ben and Gwen glared at one another and turned away in a huff as their group moved on to the rest of the store. As they were walking by the electronics section, Ben noticed a standee and a display case for the Sumo Slammers franchise. Ben paced over to the case gleefully, purposely ignoring the daggers his cousin was glaring into the back of his head.

"Yes!" said Ben gleefully. "Sumo Slammer cards! A complete set!"

"Let's go check out the pet department," Max suggested to Gwen, who stared disappointedly at the almost oblivious boy for a moment before following her grandfather.

"Please tell me you aren't looking for our breakfast…” Gwen said pleadingly to her grandfather as they rounded the corner.

"Someday, my pretty, you'll be all mine," Ben spoke to the golden card, drooling and pawing at the glass display as if he were possessed.

It was at that moment the ground suddenly started shaking, taking even Ben's mind off of the gold card. Muffled thuds echoed moments before each time the ground quaked, rattling the items off the shelves, including the widescreen television that smashed at Ben's feet. The other televisions on the wall were producing weird screeching sounds, quickly turning into something that sounded like people screaming.

Sensing that the tremors were getting closer, Ben instinctively leaped behind the display counter before the wall exploded inwards. Ben chanced a peek around the counter and looked up.

"Whoa," Ben said in amazement.

Animo had driven his way through the display of televisions riding atop his mutated frog like a bull. The sickly-looking scientist jumped down from his seat on his froggy steed, pulled out a dirty pillowcase, and started stuffing it with packaged machine parts. As Ben stood up from behind the counter, Animo noticed the spry boy and leered through his red-lensed goggles.

"Hey, what do you think you're doing?" questioned Ben. “You know you can pay for that stuff, right?”

Rather than answer the boy's question, Animo snapped his fingers and his mutant frog lashed its tongue at Ben. The young Tennyson boy ducked his head out of the way in time, but the mutant's tongue whipped the display of empty boxes behind him and brought the whole thing tumbling down on top of him. Ben crawled out of the cardboard box avalanche and looked up as Animo loomed over him threateningly.

"Don't be a hero, kid," Dr. Animo warned. "Just run along and play."

Ben glanced down at the watch and grimaced; it was still in Cooldown Mode from his stunt in the cereal aisle. ‘Grr, starting to regret cereal box diving for trading cards. Maybe I can stall for time until security gets here.’

"Play? What do you think I am, a Toddler?" Ben sputtered in pretend-annoyance, raising a fist up. “Why I oughta…”

“Cute.” Animo chuckled at the amusing threat and hoisted himself back aboard his mutated amphibian just as the store security started to show up.

"Freeze," the security worker said weakly, only just realizing there was a gigantic, four-eyed horned frog in the middle of the electronics section. "Get down off that giant…frog…thing and put your hands up in the air." Animo scoffed and silently commanded his pet forward, leaping over the security guards and bouncing off to another section of the store. The security guard pulled out his walkie-talkie, watching the pair go in disbelief. "Uh…we have a grab and dash in electronics. Male, five-foot-six, riding on a giant, uh, frog or toad...look, trust me, you can't miss him."

‘Oh man,’ Ben thought. ‘Where are Grandpa and Gwen?’

As it turned out, the other two Tennysons were milling around in the pet section, thankfully not searching for any meals. Grandpa Max was looking over his handmade list scratching his head while Gwen played with a hamster in its cage. But the quiet moment was quickly ruined when Animo and his mutated monster hopped over the shelves and landed in the middle of the pet section with a heavy thud. 

“Ladies and gentlemen!” Animo shouted dramatically, drawing all attention to him. “Bear witness to the brilliance that is my genius!”

Animo turned the dial on his harness and his helmet blasted its red lightning energy toward the cages where Gwen was standing. Grandpa Max quickly dove and pushed Gwen out of the way before the energy could hit her, causing it to zap the little hamster inside instead. The tiny critter busted out of its cage and grew to be eight feet tall with three smaller eyes surrounding its bigger pair and several sets of sharp teeth. Animo then did the same thing with the cockatiel in the hanging cage next to it, growing the small bird to twelve feet in height with a large wingspan and serrated talons.

"Arise to your full potential, my pets!" 

Ben arrived moments later and came to a screeching halt when he saw that the mad doctor had expanded his ranks from one frog to a group of mutated monstrosities. The mutant cockatiel paced around the mad doctor while the mutant hamster climbed over the shelves, chasing after a screaming Max and Gwen, roaring hungrily.

"Oh man, what the heck kind of pet food are they selling around here?" Ben gaped.

"Behold the genius of Dr. Animo," said Animo self-importantly, joined by his posse of mutants. "Nothing can stop me from getting what I deserve. Mark my words! Today, I will make history, or should I say... prehistory!"

"If that's your way of telling us your evil plan," said Gwen, "then you might not be as smart as you think."

"Silence!" yelled Dr. Animo, snapping a finger. The mutant hamster took a thunderous footstep closer to the Tennysons and roared, splattering their shoes with slimy green mucus - Gwen would have been disgusted if she wasn't so terrified.

"If you hadn't used the watch to go cereal-diving," She harshly whispered into Ben's ear, who looked down at his watch with a groan, "one of those aliens could’ve helped to stop us from becoming hamster chow!"

“Don’t you think I know that?” Ben replied. The Tennysons screamed in a panic, spun around on their heels, and took off in the opposite direction. The mutant hamster leaped, already catching up with its human prey in only two pounces.

The mutant monster crashed into Ben and knocked him down, but Animo's pet seemed to care very little about him and went after the Tennysons instead. The monstrosity didn't have very far to go; Gwen and Max somehow ended up walking into a dead-end literally only ten feet away. Max pushed Gwen behind him and threw his arms protectively, staring down the eight-eyed hamster. 

Ben pulled himself up, dazed from the hit, and saw Max and Gwen in trouble. With a look at the watch, he knew he wasn’t getting any alien assistance for this fight. Just as he was considering taking a leaf out of Animo’s book and throwing himself onto the mutant hamster, a rather peculiar object caught his gaze. 

“Ooh, you’ll do…” Ben chuckled, walking to the object. “Heh, I don’t need to waste the watch on an overgrown furball!”

The mutant pet roared and crouched low to pounce on them when it was hit in the head by a flying football. It, Max, and Gwen all turned to look at the source of the projectile, spotting Ben sitting on a scooter nearby, and for some reason, he seemed to have sprayed ketchup all over himself. 

“Yo, fresh meat over here!” Ben called out, getting the hamster’s full attention. He revved the engine before shooting off. “Come and get it!”

The mutant gave a savage roar and charged after him, its previous targets completely forgotten. Ben raced through the store aisles with the mutant hamster right on his tail; even as he took sharp corners to try and lose it, no matter what, the creature would keep in pursuit by smashing through shelves and displays of produce like they were made of cardboard.

‘This thing is freaking relentless!’ Ben growled as he steered into the dairy aisle. ‘If I’m gonna get rid of this thing, I’ll have to get creative-WHOA!’

Without warning, the hamster leapt over the shelves to his right and pounced toward him. Ben slammed on the brakes and swerved out of the way just in time, watching the mutant fly past him and smack right into the one of the fridge units, shattering the glass and spilling the produce all over the floor around it. 

As the hamster freed itself from it's predicament, Ben spotted shards of glass had pierced several of it's eyes, small streams of blood trickling down it's twisted snout and staining the puddle of milk and various fruit juices it stood in. Then after a quick glance at the broken fridge unit, an idea shot into his head, and Ben revved the engine of the scooter to get it's attention.

The mutant hamster snarled upon locking it's remaining eyes with the boy, and charged forward, only to slip up on the floor. Writhing and slipping over on the floor, the hamster was unable to get a proper foothold as it bashed into the various shelves and fridge units around it. It let out a roar, green spittle flying from it's toothy maw, but in it's haste to get back up onto it's feet, the hamster failed to spot the first unit it had crashed into leaning over it. 

Ben revved the tiny engine and shot forward, before jumping off a moment later, sending the scooter careening into the fridge unit, which proceeded to tip over onto the hamster, pinning it down. It struggled for a moment, but as the mutated hamster finally collapsed from exhaustion, Gwen and Max rounded the collapsed shelves, just in time to see Ben performing a little victory dance.

"Hahaha, that's right! Get wrecked, you little furball! Even without aliens, not even giant hamsters can mess with Ben 10!"

“‘Ben 10’? Seriously?” Gwen sighed, exasperated. “What kind of name is that?” 

“Well, since I’m going into the hero business, then I need an awesome superhero name! I mean, I originally wanted to go with Ultra Ben, but then I realized it was a bit silly. Besides, Ben 10 rolls of the tongue a lot better, amirite?”

Before Gwen could give any form of response, the all too familiar ground shaking returned as Animo hopped around from behind the shelves riding his mutant frog. The mad scientist immediately spotted his motionless pet mutant lying in a bed of dented cans, his features twisting in concern for a moment, and then at the Tennysons standing around the beast.

"You fools!" Animo yelled in frustration. "You cannot stop me! I will turn Washington D.C. into Washington B.C!"

 
The mad scientist jumped off of his amphibious steed onto the back of the swooping cockatiel that flew by and flapped towards the ceiling, smashing through the skylight. Max threw himself over the children to protect them from the falling glass, with the giant frog following soon behind. The store manager approached the Tennysons with the security team, looking surprisingly cheerful despite the fact that an unconscious mutant hamster was right next to him.

"You saved the store!" The manager said to Ben in sweet relief. "If there's anything I can do to repay you, anything you want, please let me know!"

‘Anything I want?’ Ben thought, a wide cheshire grin slowly slipping onto his face. ‘Yeeessssss…’ 

"Well, now that you mention it-WAHH!” Grandpa Max pulled up Ben and walked away with Gwen following him. "Grandpa, what are you doing?! I was literally about to score the gold Sumo Slammer card, and for free too!"

"No time for that now, Ben," said Max, setting him back on his feet. "We have a giant parrot to follow.”

“Are you kidding me? There’s plenty of time to get it. You just go wait in the Rust Bucket, and I’ll grab it and catch up with you guys.”

“Now, Ben.” Max left no room for argument. Ben groaned and hung his head in disappointment, while Gwen laughed in his face as she passed by. He made to follow, but not without managing to snag a jumbo-sized bag of candy on the way out.

"I'm taking this!" He informed the store manager, who gleefully nodded in response. Even if he couldn't get the card, he wasn’t going to let a deal like that slip out of his hands.

The Tennysons had spent almost the entire afternoon trailing Animo throughout Washington D.C, long enough to the point where the chase had continued into the night. Max kept Animo trained on his sight as the mad scientist flew about in weird patterns, almost as if he were searching for something. While Gwen was sitting in the back typing on her computer, Ben was, of course, pouting in the passenger's seat.

"Ah, just like the good old days before I retired," said Max reminiscently, earning a suspicious look from Gwen.

"What's that supposed to mean?" She asked, raising a brow. "Since when did plumbers have to deal with parakeets the size of trucks?"

"I dabbled in a bit of pest control on the sides. You have no clue how bad the state of some bathrooms I had to clean were, believe me." As Gwen retched and turned back to her laptop, Max then noticed the disappointed look on Ben's face. "Hey, Ben, what's the matter? You look a little down in the dumps." 

"Gee, I wonder. I save people all the time when I go alien, and I saved an entire Mega Mart from becoming a giant hamster's chew toy," Ben complained, "and do I get anything out of it? No, not a thing. It's not fair."  

"Being a hero isn't about others knowing you did something good," said Max sagely. "It's about knowing you did something good. Being a hero is its own reward."

Ben was silent for a moment, before sighing, "Yeah, I guess.” Then he perked up at his Grandpa’s wise words. “Wait a minute, that was oddly enlightening. Did you get that from reading greeting cards at the mega-mart or something?" 

"Well, yes, actually," Max admitted.

"Bingo!" announced Gwen suddenly. Ben turned their attention to the redhead to listen in. "Five years ago, Dr. Aloysius James Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments and was mutating animals, and when he didn't win some big prize called the Verities Award, he flipped out." Gwen looked at Ben pointedly. "Any of this sounds familiar to you, Benjamin?"

Ben stayed silent and turned away, not wanting to listen to her. Unfortunately, in the middle of their conversation, Animo had apparently finally figured out where he was going, and vanished behind the tall skyscrapers.

“We lost him,” Max said. “He could be going anywhere in Washington D.C.”

“Or Washington B.C. as he put it,” Gwen stated.

"B.C.?" Catching onto her words, Ben realized something. “That’s it! I know where Animo is going.”

“And where would that be, doofus?”

“It’s obvious, isn’t it? Grandpa, set a course for the Natural History Museum!”

In less than 10 minutes, the Rust Bucket was parked outside the giant monument and the trio stood in front of the main entrance. The front doors had been forced open and the feathers littering the ground made it all the more apparent who was responsible.

“Something tells me we’re on the right track,” Max said as his grandson bent down to inspect one of the feathers. “Good work Ben.”

“Huh, I guess even a doofus can surprise you every once in a while.” Gwen complimented.

“Contrary to popular belief, I do actually pay attention in class,” Ben said, chucking the feather to one side. “Sometimes, anyway. But thanks.”

The Tennysons walked into the museum without running into any trouble and headed toward the prehistoric animal section without even spotting a single mutant or guard – the museum's security was severely lacking, meaning that they either ran away or became monster food. Ben shivered at the thought of the latter.

"Stay close, everyone," Max warned them. "We don't know what Animo may be capable of right now."

They walked by the mammoth skeleton display when Ben noticed a box sitting on the raised platform and picked it up. It was one of the stolen parts from the mega-mart. And not much farther away, they spotted Animo tinkering with his harness. None of the Tennysons said a word as they tried to sneak up on him, but the lunatic scientist seemed to be able to sense them.

"You are very persistent. I hate persistence.” Animo growled as he turned around.

"We all know about you and your freakazoid experiments, Dr. Animo," Ben declared. "It's over."

"Over? Oh, my dear child, it's only just begun," Animo said self-assuredly. "Because you see, I only needed a few components to push my work into phase two: the reanimation of dormant cells, and now that I have them..."

The scientist left his sentence hanging, which was when Ben's eyes widened with horror and realization. "Oh no. That means-"

"Precisely, boy! Bringing back life into that which has been long since lifeless! Observe!" Animo turned the dial on his harness once more and electric beams of red energy shot from the prongs of his helmet into the mammoth display. The trio watched in horror as muscle and flesh quickly materialized on the bone structure. "Behold the genius that is Doctor Animo!" He yelled, running away from the scene, leaving his new pet to take care of his unwanted guests.

The zombified mammoth's eyes glowed red and it took its first step off the platform. With each earth-trembling stomp, it moved closer to the Tennysons, glaring at them with nothing but pure hatred.

Gwen turned to her cousin. "Now would be a really good time to go hero, Ben.” 

"Yeah, no kidding Sherlock!" Ben said, activating the watch. "You guys go after Animo. I'll take care of Dumbo."

He slammed down on the dial, exploding in a burst of green light. When the light died down, Ben had transformed into a nine-foot-tall muscular humanoid with red skin and four arms, he wore a white and black jumpsuit styled much like his human form’s shirt, and the watch badge sat on his left shoulder. Seeing Ben change into Four Arms was always a shocking experience for Gwen and Max, and right now was no exception. 

“Let’s wrestle.” Four Arms growled, cracking his knuckles before charging at the mammoth, and shoulder tackled the great beast in the trunk. The Mammoth was sent sliding backward into a display case of ancient artifacts on the wall, shattering everything into a billion pieces. Before the revived animal could regain its footing, Four Arms rushed in, grappled the mammoth by its horns, and twisted them sideways to drive the mammoth to the floor.

Leaving Four Arms to take care of the mammoth, Gwen and Max chased after Animo into the next room, only to quickly stop when the mutated Cockatiel blocked their path. It shrieked and took one monstrous step closer to them, making Gwen and Max take a couple of steps backward. 

At the time, Gwen just happened to notice the display of a caveman directly to their right and took the spear out of the model's hand. The redheaded Tennyson confidently approached the mutated avian as she twirled the spear in her hands with great coordination. Once she had reached a good enough distance, Gwen gripped the spear's end and slammed it down on the bird's head.

“Take that, squawky!” She yelled, giving it a few more whacks with the spear. As the mutated avian squawked and stumbled deliriously, Gwen went in with the finishing blow by spinning around and breaking the spear across the cockatiel's face. Now defeated and in a panic, the mutated bird turned around and ran away with its tail feathers quite literally between its legs.

"Ben's not the only one with skills," said Gwen proudly, hoisting the stick over her shoulder, while Max stared open-mouthed at his granddaughter. 

As he followed Gwen into the next room, the pair spotted Animo facing toward a dinosaur skeleton. The scientist perked up at the sound of their footsteps and smirked at his audience, before turning his makeshift machine on the gigantic display in front of him. The red energy lightning struck the prehistoric skeleton, and right before their eyes, the Tyrannosaurus Rex was reborn into the modern-day. The hulking monster took its first steps off the platform, locking hungry eyes onto a horrified Gwen and Max, and let out a fearsome roar.

Back in the other room, Four Arms was thrown clear across the chamber and smashed into a wall, falling forward on his hands and knees. He glared spitefully at the reanimated mammoth, which blew its trunk and charged at him. 

Four Arms threw himself to meet the mammoth halfway across the room and punched it across the face with a clean right hook, making the mighty monster stumble. Unfortunately, the mammoth wrapped its trunk around him, easily lifted the transformed boy off the ground, and tossed him into the air, sending him flying into a saber-tooth tiger skeleton display.

“You are going down, peanuts.” As Four Arms clawed his way out of the ruined display, slightly dazed, the mammoth charged at him once more, but this time he waited for the beast to come straight to him. “That’s it, come to daddy!”

Once it was close enough, the mammoth swung its tusks at him, but Four Arms dodged under the attack and grappled onto its trunk. Carrying the weight of the massive mammoth, he spun around and around and around until releasing his grip and flung the mammoth across the room. The massive beast slammed into the upper edge of the doorway, which collapsed on top of it as it hit the ground.

Unfortunately, Four Arms was unable to savor his victory because he was currently hobbling around dizzily and holding a hand to his mouth. “Oh no... I think I’m… gonna hurl…”

Meanwhile, Gwen and Max ducked underneath the T-Rex's tail before it slammed into the wall next to them. Animo clambered onto the back of the dinosaur's neck and the two of them made their way to the exit with earth-shaking stomps.

"I'd love to stay," said Animo, "but I’m afraid I must take my leave if I am to reclaim the award I so richly deserve, along with some well-deserved payback… Farewell!”

With a wave of Animo's hand, the T-Rex gave another roar and plowed its way through the exit, smashing the wall around it to pieces. Max and Gwen could only stand and watch until they heard a familiar avian screech and spun around. The mutant cockatiel swooped down, closed its talons around the redhead's shoulders, and flew out of the museum with its prey screaming in its claws. 

“Oh no, Gwen!” As Max watched his granddaughter being carried farther and farther away, he felt so futile remembering that there was nothing he could do. But his eyes widened; there was someone who could save her. “Ben!”

As if on cue, Four Arms came thundering around the corner, dashed out of the hole, and leaped as high into the air as his legs could push him. Max watched them go with a worried expression until he noticed something that stood out among the rubble on the floor. It was an old newspaper clip; Max hummed in thought and rushed out to the Rust Bucket.

Thanks to his excellent jumping skills, Four Arms was able to reach the mutant cockatiel and grab onto a bundle of its feathers, making the avian squawk in surprise. 

“No ‘bye bye, birdy’ for you.” He growled, tightening his grip as the mutant cockatiel flapped in place and tried to shake him off. Unfortunately, the badge on his shoulder started loudly beeping. “No, not now!”

As if irritated by the noise, the massive beast let out a loud squawk, dropping into a dive-bomb, and the sudden change in motion caused Four Arms to lose his grasp, sending him plummeting thirty feet to the ground, much to Gwen’s shock. Four Arms crashed in the middle of the street, making a huge crater from the impact, and a fortunately delayed red flash left Ben lying in the middle of the hole, dazed. With a little effort, Ben clambered his way out of the crater and watched helplessly as his cousin was carried off by the monster bird.

“Gwen!” he cried. Luckily for him, the Rust Bucket pulled up alongside him almost immediately. 

“Someone call for a taxi?” Max said. en wasted no time jumping into the Rust Bucket before Max slammed his foot on the accelerator, rocketing off after the mutant cockatiel.

Gwen, now having gotten over the fact that she was currently in the hold of a giant, possibly flesh-eating bird, and was now grumbling to herself, her arms crossed.

“‘Spend a summer with your grandpa, honey, it’ll be an adventure!’” She said in a sarcastic imitation of her mother's voice. “‘Gee mom, I 'd love to, but I kind of had my own plans for the summer, you know, something more my pace’ ‘Nonsense, dear, you just need to get out more often, I’m sure there’s nothing out there to be scared of!’”

The bird, having had enough of her grumbling, gave a large screech in her face, but Gwen was peeved off enough that she wasn’t having it. “Oh shut it, Polly! At least your mother wasn't so overbearing!!” Whether it somehow managed to understand English after its mutation, or it simply became annoyed with her ranting, she would never know. Instead, the mutant cockatiel tossed Gwen from his talons in the air, caught her with its beak, and decided to perch itself at the very tip of the Washington Monument. "Okay, maybe they were..."

Dangling so precariously from the monster's beak fifty feet from any solid ground, Gwen was really trying her best not to start freaking out, when an idea suddenly struck her. She remembered that she had packed a cell phone before leaving on their road trip, which she thankfully had the foresight to keep in her pocket during their visit.

"Well, my mom said only use it in an emergency," said Gwen, whipping out her phone and pulling up her contacts list. "I, uhh... guess this qualifies."

As the Rust Bucket pulled a hard left and sped through the streets, Ben was keeping an eye on the sky for any signs of Dr. Animo's pet monster. Max on the other hand was having a hard time focusing on the road if the disgruntled yells of a few people who were almost reduced to pancakes were anything to go by.

“No sign of beak breath,” Ben reported. “Not yet, anyway.”

“Not to worry, Ben, there can't be that many places for a parrot the size of an elephant to roost," said Max. He reached over the dashboard and pulled out the newspaper clipping he found at the museum. "Here, look at what Animo left behind."

Ben took the paper and carefully looked it over. It was an old article about an award that had been given to some veterinary scientist and showed the winner shaking hands with some sort of official. 

"'Doctor Kelly accepts Verities Award'.” Ben read out the title. Max leaned over and pointed to a specific spot in the photo. Standing in the background was another man glaring at the award winner with suppressed contempt. Though he had brown hair tied into a ponytail and his skin actually looked normal, there was no mistaking that face. “That must be Animo. If he said that he was going to claim the award 'he so richly deserves, then he must be going to take it by force!”

“It’s not only that, Ben,” Max said. “Before he left, Animo also said something about ‘well-deserved payback’. By the sounds of it, it seems he and Kelly have some sort of bad past with one another.”

Ben’s eyes widened in realization. “Then that means Dr. Kelly is in trouble! We have to stop him.”

"First thing's first, we have to find Gwen." And as luck would have it, the phone on Max's dashboard rang and the caller ID showed that the number belonged to Gwen's cellphone. Keeping his attention on the road, Max accepted the call. “Gwen, where are you?”

“Washington Monument! I’m stuck at the top!” She told them, her voice on the verge of panic slightly masked by the static. That was all Max needed to shift into high gear.

"Hold on, Gwen, we're coming." Max performed a risky U-Turn that nearly caused them to run into oncoming traffic and made a beeline to the Washington monument, which thankfully was only a street or two away.

But then, a scream. "I can't hold on much longer!" Suddenly, Gwen's voice suddenly cut out, right as the Rust Bucket screeched to a halt in the shadow of the monument, and the reason why was made clear almost instantly; the moment Ben and Max rushed out, Gwen’s phone dropped from the sky and shattered to pieces at their feet.

“Oh no, Gwen will be next,” Max said worriedly, watching the mutant cockatiel circle the top of the monument.

Ben tried very hard to keep that image out of his head when he heard a beeping sound. He looked at the watch and felt relief wash over him when the device's faceplate glowed green.

“Not if I can help it!” Ben declared. “It’s hero time!”

Ben slammed down on the watch and was surrounded by bright green light. After it faded, in Ben’s place stood a freaky insect-like alien, with four eyestalks sticking out the side of his head, a pair of silky light green wings, a sharp stinger on the end of his tail, and he wore a black and white jumpsuit that covered his face. The familiar hourglass badge sat on his face, between his eyestalks.

With a grin, he launched into the air just as Gwen finally lost her grip on the flagpole, and caught her at the last moment. It took her a second or two to stop screaming and realized that she wasn't falling, but was instead being carried. At first, she thought the mutant bird had snatched her up again, only for a foul but familiar smell to assault her nostrils.

“Ew, Stinkfly? Really?” She groaned, plugging her nose.

“Well excuse me, princess,” Her cousin crankily said. “But Stinkfly is the only flier I have.”

“Couldn’t you have gone Ghostfreak? I’d rather take creepy over stinky.”

“Yeah, but I’d rather my cousin be alive than a pancake on the ground, and Stinkfly's faster.”

“...Good point. Thanks for the save.” Gwen conceded, right as the mutant cockatiel swooped down from behind them. “INCOMING!”

Stinkfly managed to quickly pull up and dodge out of the way just as the bird tried to snap at his tail. It curved around the air, flying in a direct head-on collision with Stinkfly, who pulled up sharply at a vertical angle and looped back around behind the Washington Monument with Animo's flying pet chasing close behind.

In order to gain some extra speed and focus on flying instead of trying to hold her up, Stinkfly tossed Gwen into the air and maneuvered himself so that she safely landed on his back. The flying monster glided in from the side and snapped its talon at the cousins, only just missing when Stinkfly did a quick drive out of its reach.

“HEY! Watch the nails there, Polly!” Stinkfly snapped. In response, the mutant cockatiel shrieked and flapped its wings to catch up with the transformed boy.

“Ooh, I think I’m gonna be sick…” Gwen said queasily, not accustomed to flying at such speeds. 

“Puke on me, and you’d better hope you learn to fly yourself.” Stinkfly threatened, pulling a sharp turn and heading back to the monument.

Meanwhile, Max had finally reached the top of the stairs on the highest floor of the Washington Monument, wheezing hard and sweating profusely. 

“Would it…would it have killed…the Founding Fathers…to put in an elevator or something?” At that exact moment, he then happened to notice that there actually was an elevator right next to him, causing him to facepalm; he’d been in such a hurry to reach the top, he must not have noticed it. “Oh come on…”

His head turned when he heard the screech of the mutant cockatiel through the open viewing window and rushed over, waving down Stinkfly and Gwen as they flew by the monument with Animo's pet in hot pursuit. The pair saw him out the side of the monument, but Stinkfly looked back at the flying monster that was closing the distance between them every second.

"I can't shake cracker breath," Stinkfly told Gwen. "You're not going to like this, but you’re gonna have to trust me."

"'Trust you?'" Gwen repeated incredulously.

“That’s what I said, trust me.” Without warning, Stinkfly stopped in the air and let Gwen fall forward off his back. Stinkfly snatched her up by her shoulders before she could fall too far, trying to block out the shrill screams from his cousin as he looped up into the air and went into a sharp dive on the side of the monument. 

Stinkfly saw his grandfather holding out his arms waiting to catch them and dropped off Gwen in the split second when they crossed each other. Grandpa Max held on to his granddaughter with all his strength and Gwen felt relieved for the first time since the museum incident, right until the mutant bird started flying towards them.

Animo's pet opened its beak to devour them, when several shots of green goo hit it in the eyes, blinding it and causing it to slam face-first into the monument wall a few feet below them. The giant bird plummeted to the ground with a loud crash as Grandpa Max pulled Gwen inside.

“You guys okay?” Stinkfly asked, goo dripping from his eyestalks.

Max nodded. “Go! Stop Animo, we’re alright.” 

“Urgh, speak for yourself…” Groaned a pale-faced Gwen, who looked to be on the verge of throwing up. Stinkfly gave them a silent nod and took off into the night sky.

“...And if you follow me through here, you’ll see something I’m most proud of.” An elderly man wearing a grey suit led an assembled crowd of proud scientists into a lobby, stopping just before a trophy cabinet. Inside sat a golden science beaker marked ‘Verities Award’. “Ladies, gentlemen, and all those in between, I am pleased to present my Verities Award, given to me by the highest-ranked scientists in the world. It’s no Nobel Peace Prize, but I’ll work my way up to that.”

The group let out a collective laugh at his remark, though some had slightly forced theirs out.

“Dr. Kelly, sir?” A young man at the back of the group asked, his hand raised. “May I ask, how did you get such an award?”

“An excellent question, young man!” Kelly beamed. “It’s all thanks to my work on studying biological genetics. You see, I was working as but a simple geneticist when I came up with an idea. An idea that was so revolutionary, it could improve livestock around the world, save endangered species from extinction, or perhaps even bring extinct species back to life, like the dodo, or even the dinosaurs! While the project is still in the prototype stage, successful tests on livestock pleased the Committee enough to provide full funding. Pretty soon, we may live to see our world heal.”

Touched by Kelly’s words, the group of scientists gave him raucous applause. In response, Kelly put his hand up, silencing the crowd. “But, I’m not the only one to thank here. This award stands not only as an achievement of what we have created but also as a reminder of what we here at Kelly Industries stand for. Through thick and thin, we all stuck together throughout the whole project, and together, we’ll see it through to the end. Of course, it was an honor just to be nominated with a distinguished group of scientists.”

All of a sudden, the tour group struggled to keep their balance when the ground started to quake underneath their feet. They could feel that the violent tremors were originating from the outside and looked out the window to see a massive shadow growing closer toward them. The wall burst open and in came the mutated T-Rex, plowing its way into the lobby with a frightening roar. 

The group of scientists ran like the wind when they caught sight of the reanimated dinosaur, and Kelly made to follow, only for the T-Rex to slam its tail in the middle of his path, blocking him off from the exit. The beast snarled softly at the scientist, who kept himself utterly still.

“Kelly!” A voice barked from the figure sitting on the back of the T-Rex, drawing his attention. “I believe you have something of mine.”

As the figure hopped off and made his way toward the terrified scientist, Kelly got a good look at his face; it had changed from when they last met, but he could never forget his old colleague. 

“Animo? How did-oof!” The mention of his name didn’t stop Animo from throwing a punch into Kelly’s face, knocking him to the floor. He rubbed his face in pain, feeling blood dripping out of his nose as he stared up at the mad scientist.

“I’m surprised you still remember me after all these years, Kelly,” Said Animo, glaring at the man. “I would’ve thought you’d forgotten me after stabbing me in the back as you did. I thought we were colleagues.”

“That was before I found out you were just a filthy mutant.” Kelly sneered, all traces of the kind and earnest scientist from before now replaced with something else. “I wasn’t going to let an idea like that simply be discarded because the one who came up with it was nothing but a freak who could talk to animals.”

Animo growled, planting his boot in Kelly’s face. “You ruined my life! You stole my research, you cost me my job, my titles, and my family, and if that wasn’t any worse, you take it a step further by branding me as a mutant, forever shutting me out from society!” Animo took a step back, calming himself down. “But, in a way, I suppose I must thank you. Thanks to being ostracized, I found solace in my new friends, ones who could actually understand me.” He patted the T-Rex, earning him a crooning sound from the reanimated beast. 

“What, that thing?!” Kelly said incredulously, before launching into full-blown laughter. “HAHAHAHA!! I always knew you were crazy Animo, but I didn’t know it was this bad!”

Animo ignored the man and snatched the golden beaker off the shelf with a deliriously happy grin. 

“Oh, you’re as beautiful as the day I lost you…” He whispered in glee, before turning to an imaginary audience and clearing his throat. “I’d like to thank the committee for this honor!” The mad doctor bounded back up to his pet’s neck with a delighted cackle, patting it softly as he spoke to it. “Now my friend, you’ve brought me this far, so it’s only fair that you get a delicious meal as thanks.”

Licking its lips and casting a savage grin down at the frozen scientist, the mutated T-Rex stepped closer to Kelly and roared in his face, when it was suddenly blindsided by the timely arrival of Stinkfly, who tore into its face with his stinger. The beast bellowed in pain and returned the favor by slamming its tail into the transformed boy, who bounced off the ground, hit the back wall, and slumped forward with a painful groan.

“Now I know how that Mammoth felt…” Stinkfly held his head, shaking off the brief dizziness when he noticed something shimmering out of the corner of his vision. By some extreme stroke of luck, the golden Sumo Slammer card sat in the rubble nearby. 

“Holy moly, I struck Sumo Slammer gold!” He said excitedly. “Universe, if you had a physical form, I could kiss you!” Unfortunately, as he reached for the card, he heard the sound of screaming from across the lobby. 

“Somebody help me!” The T-Rex held Kelly in the air with its teeth and was moments away from ending his life. Stinkfly Looked between the endangered scientist and the golden Sumo Slammers card and found himself faced with a moral dilemma. 

“Oh c’mon! You’ve gotta be kidding me!” Stinkfly complained before he came to a decision. “Aw man, this hero stuff ain’t easy.” 

Stinkfly shot across the lobby just as the mutated T-Rex flicked the scientist in the air and opened its mouth wide. Before the dinosaur could snap its teeth, Stinkfly zoomed in and snatched Kelly out of the air before he fell into the beast’s gaping maw. Animo gritted his misshapen teeth as the T-Rex gave an angry roar, its hunger unsatisfied.

“Grr, of all the times…” Animo snarled. “What are you, you little pest?!”

“I’m Stinkfly!” He said, dropping off Dr. Kelly near the entrance. "And I'm here to kick some tail!"

“I’d like to see you try…” With a glare, Dr. Animo turned the dial on his harness and blasted the transformed boy with his transmodulator beam. Stinkfly zoomed out of the way, but the mad scientist followed the flying alien with red energy beams, growling in frustration as it always managed to stay one step ahead of him. Stinkfly flew behind one of the pillars to block the energy beams before swooping around to fire several streams of goo from his eyestalks.

The sludge struck the mutated T-Rex in the eye, making the monster reel back in shock. As Animo struggled to stay on his flailing beast, he failed to notice Stinkfly’s fist rearing back for a punch, and the resulting blow caused Animo to lose his grip on his prized Verities Award. 

“NO!!” Animo screamed as the golden beaker smashed on the ground into many pieces, his jaw dropping in horror. And while the doctor was distracted by his great loss, Stinkfly came back around the pillar, swept past Animo, and ripped the strainer bowl helmet right off his head. "My transmodulator!"

Stinkfly smashed the helmet on the ground and stabbed his stinger down into it for good measure. With the strainer bowl helmet now a pile of scrap on the floor, a red pulse went out and Animo's mutations all over the city returned to their normal state, including the T-Rex, its flesh receding by the second. 

And unfortunately for Animo, who was sitting on the dinosaur when it reverted back into a skeleton, he fell through the bones when the entire thing collapsed. Stinkfly swooped in close to inspect the wreckage; Dr. Animo groaned in his unconscious state, buried under heavy piles of bone fragments. 

Staring at the defeated form of his foe, Stinkfly took a moment to contemplate on whether he should say a catchy one-liner, when he remembered something, looking toward Kelly. “Thank you, whatever you are. I thought I was a goner, but you…” Kelly trailed off upon noticing that Stinkfly wasn’t listening and flew past him, his attention focused on a pile of rubble nearby.

“C’mon, c’mon, it’s gotta be here somewhere…” Stinkfly mumbled, sifting through the debris until he saw it; a gold shimmering card. He laughed in triumph and held the Gold Sumo Slammer card above his head. “It’s mine! HAHAHAHAHA!! I’ve found it!”

Kelly came up behind the alien and tapped it on the shoulder to get its attention, only to recoil in shock when Stinkfly hissed at him, holding the card close to its chest. 

“MY PRECIOUS!!” Suddenly, the hourglass badge on its face began flashing red, which led to Stinkfly quickly taking off into the night sky, leaving behind a very confused Kelly. 

The next morning, the paparazzi arrived to get the latest scoop on the events that had taken place the night before, interviewing everyone they could find, and as the police pulled Animo out of the rubble, the Tennysons were sitting inside the Rust Bucket, watching with smiles on their faces. 

"Let me go!" Animo shouted as he was cuffed and led away. "You don’t understand, I deserved that award! It’s mine!"

“Shut your trap and get in the van before I tase you.” The officer rolled his eyes as he shoved the mad scientist into the back of a large SWAT van, slamming the door shut and cutting off any further protests.

"You know, for some reason," said Ben, watching as the SWAT van drove away, "that sounded kind of familiar."

"Gee, I wonder why," said Gwen sarcastically, which earned her a non-amused glance from her cousin. 

“Well, at least I managed to snag a trophy from Animo.” Ben looked down at Animo’s transmodulator, the part that had survived his attack, and placed it in a cardboard box. “And, I guess saving the city from Doctor Wacko is its own reward.”

“Don’t forget, you saved me too.” Gwen smiled. “But why did you keep that thing? It’s just a hunk of junk now.”

“Well, I’m thinking of starting a trophy collection. You know, like all the greatest heroes do. Like this,” Ben pulled an object out of the box; it was a piece of orange metallic shrapnel. “For example, this is a part from those robots we fought the same day I got the watch.”

Gwen had no answer to that, just deciding to nod. “Well, in any case, sorry you didn’t get that card you wanted so much.”

“Are you kidding? I mean, your concern is touching and all, but I got it right here!” He snorted and fished the card out from his pocket, before placing it next to the transmodulator. “And as for the whole ‘saving you’ thing, that’s just what we heroes do best; rescue dweebs.”

“You are such a major doofus!” “Gwen grumbled.

“I know you are, but what am I?”

Meanwhile, Animo was still kicking up a fuss in the back of the van, rattling his chains uselessly and constantly complaining about his award, until one of the officers in the front made his annoyance clear.

“Quiet down back there, mutant!” He ordered, whacking the bars. “Don’t give me an excuse to use lethal force.”

The mad scientist gave up fighting against his cuffs and threw his head back into the seat, glaring at the ceiling of the van. He knew they were responsible - that boy, the girl, and the old man. They’d followed him and somehow managed to foil his plans.

Animo knew that something about the boy seemed familiar when they first met, and it only took until now for him to realize why - that symbol on his watch looked exactly the same as the badge that giant insect was wearing, and the same badge he had seen on those new heroes who had begun appearing on the news just a few days ago. 

He may have been crazy, but as a scientist, Animo was smart enough to put two and two together. The boy and the creatures from the news were one and the same, and while he detested him for what he did last night, Animo had to give a little respect to the child - being a hero in a world where people despised mutants, meant that either he had guts, or was completely unaware of such a fact. That didn’t excuse his actions, however, and Animo knew what he needed to do next. But how to get out of custody, he wondered?

Just then, a large shape crashed down in front of the SWAT van. Unable to swerve out of the way in time, the vehicle slammed bumper first into the object, crushing the front of the van like a tin can. Animo was tossed around in the back but came out mostly unscathed, rubbing at the bump where he whacked his head on the wall, but the police officers were lying across the dashboard with shards of glass from the windshield draped over them like a blanket. Animo couldn’t tell if they were alive or dead, and at the moment, he couldn't care less.

Before he had time to think about what happened, the object made a loud croaking sound, one that was familiar to the mad scientist. Kicking his door off the van’s hinges, Animo stepped out and faced his first successful experiment and contingency plan; his beloved Bullfrog. Thanks to some prior experimenting he had performed on the animal before mutating it, the frog had survived the destruction of his transmodulator - his paranoia did come in handy after all!

Animo hopped onto the back of his trusty steed and held on tight as it took off, leaving the scene behind. 

“I swear, one day I will have my revenge," He muttered maliciously. "Not now, but soon. When we next meet, boy, you will know the wrath of Dr. Animo!”

Chapter Text

It was a beautiful night on Lake Verne. The bright moon illuminated the forest below, a soft mist hung over the murky water, and the only sounds for miles around were crickets chirping as they hopped about in the tall grass, and the quiet lapping of the waves on the shore.

“CANNONBALL!!!” 

However, the peaceful atmosphere was quickly shattered as Ben hurled himself into the lake, making a large splash. He surfaced after a moment, spitting out water. 

“‘And we go to the judges for their scores,’” Ben said, taking on the persona of a sports commentator. “‘YES! It’s a perfect 10! The crowd loves him, they’re going wild!’”

“A perfect doofus is more like it.” A familiar condescending tone pulled Ben out of his fantasy, and with a groan, he slowly spun until he faced the source of the voice, who stood on the end of the boardwalk with an unimpressed stare.

“Really dweeb? You couldn’t let me have my moment?”

“I’m your cousin and I don't really like you,” Gwen snarked, deliberately holding a flashlight straight into his vision. “So no, not really.”

Ben pouted, bobbing around the boardwalk. “Oh c’mon, I’ve saved you, what, like four times now? Maybe you should start treating me with a little respect, cuz.” 

“Three, actually. That time with the loose chickens doesn’t count, since you were the one who let them out in the first place.” Gwen pointed out. “And besides, just because you’ve stopped me from getting hurt, doesn’t mean we’re suddenly best friends. Things don’t work like that.”

“How was I supposed to know the ball would break the fence post? I can’t exactly control where it goes - I’m a goalie, not a striker.”

“Well, thanks to you, Grandpa had to pay the farmer back for the damages and the escaped poultry, a lot of little kids were traumatized by the stampede and I lost my favorite hair clip!” When Ben didn't respond, Gwen fought her rising frustration and calmed herself down. “Anyway, I want to know what the heck you’re on right now.”

Ben tilted his head quizzically. “...What?”

Gwen’s brow twitched in annoyance. “Argh, how are you so calm at the moment?! Animo is out there, and he’s probably looking for us, you know?” 

It had only been a day since the events in Washington D.C. and the Tennysons had been exhausted by the ordeal. The news of Animo’s escape from police custody had put them all on edge, so Max suggested a nice simple fishing trip to help calm them down. At any other time, Ben and Gwen would’ve most likely refused, but after going toe-to-toe with enough mutated animals to fill a petting zoo, including a T-Rex of all things, they wanted nothing more than a nice relaxing day.

“Grandpa said we need to relax and if you want my opinion, after having a starring role in the live-action remake of Ice Age: Dawn of the Dinosaurs, I think I’ll take his advice and just enjoy myself while I can, and you should too,” Ben shrugged, floating on his back. “Now c’mon, dive in! The water’s great!”

"Are you kidding me? Puh-lease! Who knows what nasty slimy things are slithering around in there?" Gwen said, sweeping her flashlight around until she stopped on Ben. "I rest my case."

“Okay, now that was just uncalled for.” Ben glared, splashing his cousin. 

“Hey! Knock it off, you midget!”

“I’m literally a few inches shorter than you!” 

“Whatever…” Gwen grumbled and started walking back to the Rust Bucket when she heard Ben splashing around frantically.

"Hey," coughed Ben, waving his arms about and struggling to stay afloat. "Gwen, I-I think something’s got my-" 

Her cousin suddenly sank under the waves, and Gwen rolled her eyes at Ben’s attempt to rile her up with a prank.

“Really doofus? The old ‘Monster in the Lake’ joke? Yeah, real original, and totally lame.” Gwen said irritably but nonetheless walked back to the dock. But after a full minute passed and her cousin still hadn't come back up for air, Gwen started to get worried. "Ben? Ben, this isn't funny anymore. You better get back up here right now, doofus or I'm telling Grandpa."

She pointed the flashlight at the spot Ben once was and instead saw bubbles rising to the surface. “Ben…?”

Suddenly, an enormous beast rose from the depths of the lake, covered from head-to-toe in bundles of moss, mud, and other plant life. It lurched toward the boardwalk with a monstrous growl, making Gwen scream out of fear and stumble over her own feet, landing on her bottom. Her flashlight clattered on the ground and shined its light on the monster of the lake, revealing a familiar face with four yellow eyes and an infuriatingly smug grin.

“Ben?!” 

“You should’ve seen the look on your face!” Four Arms laughed, tearing the seaweed off his head. “Ah, priceless! I wish I had a camera for that!”

“You are so busted when I tell Grandpa!” Gwen told him, as she stood up and walked away, glaring at him. 

“Totally worth it!” Four Arms called out, pulling off the rest of the vegetation. “And besides, that’s what you get for calling me slimy, dweeb.” He watched the redhead storm off before laughing to himself. “I can’t believe she really fell for it. A monster in the lake! How dumb can you be?”

Suddenly, the lake surface behind him exploded, and Four Arms spun around to see the biggest monster he’d ever laid eyes upon rising out of the water, dwarfing him effortlessly. It was shrouded in shadows, but a pair of tentacles protruded from what he thought to be its head. Four Arms could only think of one thing as the beast stared him down.

“Oh man, I really should’ve seen this coming.”

The lake monster swung one of its tentacles around his waist, raising him out of the water and dumping him into the deeper regions of the lake with a massive splash. Four Arms reappeared with a gasp of air and immediately peered around, quickly searching for any sign of the monster, when its tentacle wrapped around him again and dragged him under. Four Arms fought against the monster's grip as it dragged him deeper into the darkest part of the sea. Before he could force his way out of his predicament, the creature spun its catch around to get a good look at him, and Four Arms quickly found himself staring into the biggest blue eye he'd ever seen, which was as huge as he was, if not even bigger.

Now more desperate than ever to escape, Four Arms utilized his immense strength to wrestle his way out of the lake monster's clutches, prying the tentacle off of him, more frantic than ever to escape it. The beast didn't follow as he quickly swam back up to the surface for some reason, but he didn't care to find out why. Four Arms breached the water and wasted no time paddling to the beach where the lake monster couldn't reach him, then dashed for the Rust Bucket and poked his head inside, only to see Gwen and Max fast asleep. 

“I was just attacked...by a giant lake monster!” Four Arms panted, only to be smacked in the face by a flying pillow.

“Hello, current events?” Gwen groaned. “You already got me with that one.”

“But I’m not kidding this time!” Four Arms argued. “I really did see something down there!”

Max yawned, practically falling asleep again, "C'mon, champ, joke’s over. Now get some sleep. Remember, we have an early day tomorrow for our fishing trip.”

As the watch timed out, Ben returned to his natural shape with a grimace on his face, laying on the ground outside the Rust Bucket. He was immensely dissatisfied that no one believed him, but even more so, he was quite surprised and a little confused about the fact that his battle with the lake monster hadn’t even woken them up at all.

"I guess that's what I get for joking around a lot," Ben murmured to himself, laying on the ground outside the Rust Bucket. “But still, talk about the boy who cried wolf.” 

A quiet sloshing sound from the lake attracted Ben's attention as he wallowed in his own self-pity. There was a big form in the water close by, and two bright blue eyes staring right at him. With the beast merely a few feet away, Ben froze in place; the watch was recharging, which meant he and his sleeping family were fully at its mercy. Inwardly, he cursed himself for being so stupid, but to his astonishment, the lake monster did not attack him, nor did it even move a muscle; instead, it just sat there and watched the boy. Ben wasn't sure if the monster was scoping out its next meal or assessing him as a threat, but it turned and swam away before he could find out, not even sparing him a single glance.

Ben was relieved to be left alone as he watched the lake monster disappear into the depths, but he was also rather perplexed at its strange behavior. It’s one thing to have an angry lake monster attack him simply for being in its territory, but the fact it didn’t even move a finger or claw or whatever it had to pursue him when he was essentially a sitting duck, convinced Ben on one thing; whatever that monster was, it was certainly intelligent. He stayed awake for the rest of the night, exhausted from the struggle and yet still full of energy, all while thinking about the creature, and how he was going to prove to Max and Gwen that it actually existed.

As the sun peeked over the horizon the next morning, the Tennyson family walked through the small fishing town of Verne, heading to the docks for their fishing trip. The town itself appeared to be fairly plain; the wooden buildings, like the town's population, were greying with age. In fact, it was quite easy to determine who was a local and who wasn't because the tourists didn't appear to be as irritated as the locals, who were quite eager for those violating their tranquillity to leave.

As a result, as Ben was trying to persuade them of the monster he had seen, the trio received more than a few glares for disturbing their morning peace.

“No, I’m serious, okay? That thing was humongous, and it had these gigantic blue glowing eyes.” Ben tried to explain, but the other two were having none of it if their uninterested gazes were anything to go by.

“I'm sure it was just some kind of big fish, that's all,” said Max, to which Ben snorted.

“Yeah, a ‘big fish’ with tentacles on its face strong enough to throw Four Arms across a lake.”

"Oh, for the love of God!" Gwen yelled angrily, rolling her eyes. "Will you quit it with the mega fish story, Captain Doofus? No one is falling for it.”

Ben scowled at his cousin and walked ahead of the other two, reaching the end of the dock, where he discovered a lone bucket resting near the edge. The sight of a writhing mass of worms inside gave Ben a sinister idea, and a matching smile grew on his face. 

“Yo Gwen,” Ben called out, holding out a large clump of worms “Fancy some breakfast?”

“Ugh, gross!” The redhead grimaced, before turning to Max. “Hey, Grandpa? What, uh, what’s with the bucket of slimies?”

With a raised brow, Max peered at Gwen in surprise. “Have you never gone fishing before? It’s bait.”

“Yeah, well on that note, I think I'm going to pass on the whole fishing thing. I'll stay here and catch some sun instead.” Gwen announced, spinning around and power-walking as far away from the dock as possible.

"All right," Max said, understandingly, "but it's your loss. You have no idea what you're missing out on."

“I'm pretty sure I do!” Ben turned to his Grandpa after watching his cousin disappear around a corner. 

“You know, I wonder if part of the reason dweeb decided not to come fishing with us was that she couldn’t figure out whether the worms were bait or breakfast.” He said, crossing his arms. “I mean, we never can tell with you, right Grandpa?”

“Now I hope that wasn’t a dig at my cooking,” Max chuckled, before assuming a more serious expression. “And besides, you know how her parents are. Well, her mother I mean.” 

Ben’s smile faded at that; it was no secret to the Tennyson family, and to Ben especially, that Aunt Natalie tended to be a bit… over the top when it came to raising their children, and while he didn’t get along with his cousins all that much, except maybe Sunny, even he thought she was being harsh. And in the end, all the fuss was about was getting straight A’s so Natalie could look good in the eyes of the public. 

“Yeah, I guess.” He mumbled.

"Anyway, there's no need to be concerned about her right now, son. This summer is all about relaxation, and besides, you know nothing gets her down for too long." Max reassured the youngster, noting his downcast expression. "Now come on, our chariot awaits!"

He motioned to a nearby boat that had been waiting for them. It was somewhat bigger than a typical fishing boat, and its aged hull groaned as it bobbed in the water. The sole elderly man onboard, dressed in a beige sweater and a red cap, was shuffling empty crates about, preparing for the day ahead.

“Captain Shaw?” Max addressed. Upon hearing his name, the man perked up and fixed them with a glare, and Ben noted a large scar that ran down the left side of his face, with the corresponding eye being covered up by a pirate-style eyepatch. In all appearances, the man looked the part of a big-game animal hunter.

“Hmm? Who wants to know?”

“I’m Max Tennyson, and this is my grandson Ben,” The boy in question gave a friendly wave. “We charted your boat today for a fishing trip.”

“Is that so?” Shaw snorted, before waving them over. “Well, what’re you waiting for, a special invitation? Climb aboard. I ain’t got all day.”

The pair boarded the boat and the crew of three was cruising into the middle of the big open lake in a matter of minutes. Max stood off to the side, looking out over the lake and taking in the scenery, while Shaw concentrated on navigating the boat through the water.  However, the quiet atmosphere was quickly becoming uncomfortable, so Max decided to initiate a little small talk with the captain.

“So, uh, anything interesting to catch out here?” He started, but Shaw just gave him a tired glare.

“Oh yes. Far more interesting than you could ever imagine, outsider.” The Captain drawled, his tone making Max recoil slightly. “Looks like your boy over there has the same idea if he’s using his breakfast as chum.”

At that remark, Max looked over his shoulder to find his grandson leaning over the edge of the boat like he was going to throw up.

"Ben, are you okay?" asked Max in concern, patting Ben’s back soothingly.

"No need to worry about me, I'm fine, grandpa," said Ben, looking perfectly fine. "I'm just keeping an eye out for that lake monster. That thing's not taking me by surprise this time." Max looked at Ben in disbelief when the boy saw something approaching in the distance, something with a familiar shape. "Look! See, there it is!"

The pair leaned over the edge of the boat as they approached the shape, but as the boat passed by, the ‘monster’ was revealed to actually be nothing more than a fallen tree branch with a discarded cooler stuck in it. 

“Oh. Uh, my bad.” Ben grimaced in embarrassment as the object floated away.

“Now, Ben. This is supposed to be a nice relaxing fishing trip,” Max said, an amused smile on his face. “ Not a monster hunt.”

“It’s called the Krakken.” 

“The Krakken?” Ben asked the captain, who was now staring at the pair with an odd look in his eye. “Like that giant squid thing that lives in the Bermuda Triangle?”

“Oh, it’s nothing like that. Unlike that oversized calamari, this beast is the real deal!” Shaw pointed to his eyepatch. “It’s the reason that I have this! Ever since then, I’ve been on its tail for years. Folks say my rudder’s not right.”

“Gee, now why doesn’t that surprise me?” Max said, but the captain ignored him. 

“Sightings go back hundreds of years on this very lake," Shaw explained, handing Ben a photo of the lake. The image showed a shape hidden by the murky water, with what looked like its head peeking out, those same blue eyes piercing into Ben’s soul. "Many say it's all just a myth, nothing but a fairy tale. Not me. I can take you to a spot where I personally laid eyes upon the beast. That is, of course, if you got the stomach for some real adventure."

Ben beamed up at Max with the biggest grin, who sighed in defeat, knowing exactly what the captain was doing; playing on Ben’s words in order to force the pair to join him in hunting this ‘Krakken’. He wanted to refuse, but his grandson had unfortunately mastered a trick he was powerless to refuse against; the puppy-dog eyes.

“I guess so.” Max sighed reluctantly.

“Alright! Heck yeah!” 

A little while later, Shaw and the Tennyson pair had travelled further into the deepest parts of the lake, and the captain was showing them all the equipment he had installed on his ship to assist in his hunt for the Krakken.

“Sonar, hi-def video setup, ultrasound, I got it all,” he said. “And I will find it. Mark my words. It can't hide forever.”

Ben stared at each of the devices in awe, before Max took him aside for a private word.

“Ben,” he said, lowering his voice. “I don't want you to put too much stock into what Mr. Shaw says. I don't think he has both oars in the water if you know what I mean.”

Ben glowered at that, crossing his arms. “And why’s that, Grandpa? Just because he saw the Krakken, that means he’s crazy? So what, does that mean I’m a lunatic now?”

“What’re you talking about, Ben?”

“Look, I know what I saw last night, and I’m telling you that it’s the same thing Captain Shaw’s looking for. I’m not crazy, no matter what anyone says.” Ben stormed off to the other side of the boat, leaving Max by himself.

Soon enough, the ship with its crew of three arrived at the location Shaw had specified when he noticed something out of place in the water and stopped the boat. In front of them were a few buoys floating in the water held together with a line that read 'Do Not Enter' forming a barrier cutting off access to the further area of the lake.

“‘Do Not Enter’?” Shaw said in confusion. “What the hell is going on here?”

"It looks official," Max pointed out. "Maybe we should turn back."

"Nonsense. This is my damn lake and I'll go wherever the hell I-"

"Fishing boat, stop where you are!"

The Tennysons and Shaw looked off to the side as another slightly larger ship pulled up alongside theirs. It looked much sleeker and more modern, a giant logo with the initials F.O.F was stamped on the side of the cabin, and at the bow sat a rather large crate covered in a blue tarpaulin. The three men onboard the ship were in bluish-green jumpsuits with the same logo on their chests. One of them, a middle-aged man with short brown hair and a goatee, stepped forward and gave a friendly smile to the three.

“My name is Jonah Melville, the founder of Friends of Fish, and these are my crewmates, Jonson and Duane,” He said, gesturing to the blond man and black man with him respectively. “We’ve closed this section of the lake for environmental studies, so I’m afraid you’ll need to turn your boat around. I hope you can understand that.” 

“Oh yeah?” Shaw challenged. “And just who do you think is gonna make me, fish-hugger?”

“I have official authorization from the government of this state giving us permission to quarantine the lake and conduct our research,” Jonah explained. “I can bring you the documents as proof later, but for now, you’re going to have to turn back.” 

“Uhm, Captain?” Max said, gaining Shaw’s attention. “I believe I chartered today’s boat, so that would mean I’m in charge, right?”

“I suppose…” Shaw groaned in irritation, shuffling off to the cabin. 

“But what about the Krakken?” Ben complained. “We can’t just give up?”

"The Krakken?" Jonah repeated with an amused chuckle. "Not that old fish story. Listen, kid, I'm a marine biologist, and anybody who tells you they've seen a monster in this lake is casting without a hook." Ben glared daggers into Jonah’s back as he and his partners turned and walked back under the deck.

With great reluctance, Shaw ‘allowed’ Jonah and his crew to lead him back towards the harbour, grumbling all sorts of obscenities under his breath. But as they made their way back, something on the boat’s radar pinged and Shaw flitted his gaze over to the machine. A single dot was flying across the screen at an incredible rate, the pinging increasing in frequency.

“The sonar! We’ve found something!”

“Or something found us,” Ben pointed to a large green fin cutting a path through the water at great speed. “We’ve got incoming!”

“The Krakken!” Shaw said, watching as the fin dipped back underwater, hiding from view. As the three waited in silence, the boat shuddered under their feet, and an enormous silhouette passed underneath, the resulting waves knocking the boat about. The fin resurfaced on the other side and rushed straight towards the shore.

“It’s heading for the docks!” Shaw exclaimed.

“Gwen!” Ben and Max cried out in unison.

Back on the harbour, Gwen let out a contented sigh as she swung her legs back and forth over the edge of the docks, happy to get some time away from her cousin. She was beginning to tolerate him, but if they were going to make it through this vacation without throttling one another, they would definitely need alone time from one another.

"Ah, finally, a little sun," She said, taking a deep relaxing breath. "And with my big-mouthed cousin nowhere in sight, I can just lay back and relax."

She closed her eyes and took in the peaceful atmosphere, completely unaware of the danger heading her way. Unfortunately, her little bubble was quickly burst by an annoyingly loud ship horn blaring across the lake. Her eyes snapped open and looked out into the water to find what was interrupting her peace, and sure enough, the racket was coming from the fishing boat her family was supposed to be on. Gwen's brow twitched with irritation, and by the sounds of grumbling from behind, she wasn't the only one annoyed with the disturbance.

“Oh for crying out loud!” She moaned, noticing a green fin streaking toward the docks at high speed. “How many times does that idiot think I’m going to fall for this?” 

The water suddenly rose up, but instead of the fish-faced alien form desperately in need of a dentist Gwen was expecting, a massive beast emerged from the lake with a loud roar, casting an imposing shadow over the redhead and several other people on the deck. With its leathery green skin, its mouth of large yellow teeth, and two angry blue eyes staring back at the people below, the Krakken made its public debut by slamming itself headfirst into the dock, crushing it under its weight, and sending the people standing on top flying into the water. 

Gwen coughed violently when she breached the surface and turned slowly in the water, biting back a panicked cry as she stared up at the monster, which scrutinized every person swimming for their lives. Two large clawed tentacles extended from either side of its mouth and started scooping people out of the water, giving them a long hard look before flinging them across the lake.

“Okay, that’s definitely not Ben…” Gwen breathed. 

Back on Shaw’s boat, he watched the beast sift through the panicked tourists with a very poorly concealed grin. 

“I told ya! It’s real!” He rejoiced, lowering his binoculars. “No one believed me before but now...The Krakken lives!”

"Sail now, gloat later," Max ordered. He was about to tell Ben to get into action, only to find that the boy had already jumped overboard with no hesitation.

“Ripjaws to the rescue!” Ben twisted the dial and ducked under the waves, but XLR8 came back up seconds later, staring at his claws in confusion. “Hey, wait a minute, I said Ripjaws, not XLR8! Stupid watch!” 

A loud roar from the Krakken drew his attention, and he turned to see it hounding a small group of stragglers who were paddling for their lives, but it was the redhead who he focused on first. 

“Okay. Here goes nothing.” He growled in determination, flipping down his mask. XLR8 started paddling as fast as his powerful arms could push him, which was really fast even though he was being slowed down by the current. XLR8 kept pushing faster and faster without noticing that he was steadily climbing out of the water until he was treading along the surface. 

“H-Hey, I’m actually walking on water!” He exclaimed. “Well, more ‘running’ in this ca-WHOA! Steady feet! STEADY FEET!” When XLR8 finally regained control of his balance, he zipped across the lake at breakneck speed, grabbing the redhead out of harm's way, and bringing her to the shore.

“You okay, cuz?” XLR8 asked with concern, setting her down in the sand. Gwen took many deep breaths, trying to control her rapidly beating heart, then looked gratefully up at her reptilian saviour.

“I think so,” Gwen coughed out. “Thanks for the save.”

“No problem. Now, wait here.” XLR8 rushed back into the water, accidentally showering Gwen in wet sand. 

“Hey! You did that on purpose!”

XLR8 zipped back and forth through the water, picking up the struggling people and bringing them to safety as the Krakken's writhing tentacles and webbed claws loomed over their heads, each of them dazed as he deposited them on the shore. However, while XLR8 was rushing about and preventing everyone from becoming Krakken chow, Jonah and his crew seemed to be more concerned about saving their own skins.

“Get us the hell out of here!!” Jonah shouted, his crewmates scrambling around in alarm. Duane fired up the engines and the ship pulled away at full speed, but the noise inadvertently drew the Krakken’s attention right to them. The monster roared and retracted its tentacles, dropping the empty boat it had previously been terrorizing and taking off in pursuit.

Within seconds, the Krakken easily caught up to Jonah's boat and emerged right in front of them, blocking off their escape. The lake monster slammed one of its tentacles into the water, creating a large wave that nearly knocked their boat over and forcing Jonah and his crewmates to cling onto something sturdy for dear life. 

“Duane! Get us away from that thing!” Jonah ordered. Slowly, the Krakken approached the boat. It rose from the water with every inch it moved, toying with its prey.

“No good boss!” The crew member at the controls yelled back, practically hammering the panel, but all he got were blinking red lights. “I think the propeller snapped when that thing hit us!”

“Damn it!” Jonah and his crew were completely dead in the water, helpless to do anything but watch in horror as the beast moved in for the kill.

But suddenly, a blue and black blur intercepted the attack, forming a waterspout by rushing around in circles. The Krakken fell back in the water, surprised by the sudden interruption, while a dripping wet XLR8 clambered onto the boat.

“Are you okay?” He asked Jonah and his crew, who were stunned into silence, only giving him shocked looks. XLR8 rolled his eyes under his mask, used to this behaviour. “Don’t worry, I’m here to help. Unlike creature features back there, I don’t really have a taste for humans. Now I’ll ask again, are you all okay?”

Jonah blinked, then smiled. “Uhm, yeah. Thanks for the save.”

“Don’t mention it.” 

Just then, the Krakken emerged on the opposite side behind Jonah's boat and leaned in close to the bow. Extending its tentacles, it grabbed either side of the crate mounted on top and ripped off the tarpaulin before taking hold of the wooden cannery crate with surprising delicacy. As it dragged the box over the edge of the ship, Jonah roughly pushed past his reptilian saviour and threw himself against it, attempting with little avail to prevent the Krakken from taking it.

“No, you don’t!” Jonah yelled, desperately. Just as he was about to be pulled in, XLR8 rushed to his rescue and pulled him away from the crate, allowing the Krakken to pull it into the lake and swim away with its prize.

“That was close. You good?” The reptilian alien asked Jonah, but the man didn’t seem too happy with the rescue if his heated glare was any indication. “What, no thanks? Rude.” 

“‘Thanks’? What for?!” Jonah said, incredulously, apparently forgetting his rescue from certain death. “Do you have any idea what was even in there?!”

“Not really, so enlighten me,” XLR8 hissed in reply, becoming more and more frustrated with the man’s tone. “What was so important in that crate, that you would recklessly risk your life for it?”

Jonah blinked. “Uhm, our lunch?” 

The blue raptor’s eyes narrowed in suspicion. ‘Now why did that sound like something he just came up with on the spot? Actually, come to think of it, out of all the fleeing ships in the harbour, why’d the Krakken single this one out entirely?’

“You’re seriously telling me you almost got munched for just a few sandwiches?!”

“They’re really good ones!” Jonah argued, turning to his crewmates. “Right guys?” 

Duane nodded, “Yeah, they were also supposed to last us a while in case we needed to stay out on the lake for further research, but now they’re all gone, that’s made our job more difficult, not thanks to you.”

Well, he couldn’t argue with that logic, but something still didn't seem right about this whole thing. Unfortunately, before XLR8 could interrogate the man and his crew any further, an annoyingly familiar beeping sound filled his ears. 

“Oops, gotta run!” He quickly apologized and took off, making a direct course for Shaw’s fishing boat as the beeping increased. “C’mon watch, I’m sorry for calling you stupid earlier, but just give me a few more seconds!” He pleaded as Shaw’s boat came within sight. “Almost there...I think I’m gonna make-” 

A flash of red dashed all of his hopes, and Ben was flung across the lake, his momentum causing him to bounce along the water’s surface, before finally coming to a stop right next to Shaw’s boat. Luckily, his grandpa had spotted him long before he timed out.

“Man overboard! Shaw, Ben’s overboard!” The captain in question was searching for any sign of the Krakken using the sonar, but the lake monster had disappeared almost as suddenly as it had appeared. 

“Next time I get you in my sights, you won’t be so lucky,” Shaw snarled, a hand on his eye patch. “An eye, for an eye…” 

The Krakken’s attack had made a big impact on the town of Verne. 

As the sun was setting over the horizon, Ben watched a whole fleet of SUVs and campervans flee from the campsite like bats from hell, which he thought was rather understandable given what had happened earlier. Very soon, with the exception of the Tennysons, everyone who was not a resident of the town had vacated the campsite. As the last of the tourists were fading into the distance, Ben heard the approach of Max, who held out a mug of hot cocoa.

“Thanks, Grandpa.” Ben took the offered drink and took a sip; the hot liquid fried his tongue, but it still tasted good. After checking to see if any critters were inside the drink - knowing his Grandpa - he continued explaining the day’s events to Gwen, who was sitting opposite him. “So as I was saying, that creature was the same thing that tried to munch on me last night! I told you both last night, but you didn’t believe me, and now look where we are! I was right, and so was Captain Shaw.”

"Just because he was right about the Krakken doesn't mean I was wrong about him," Max warned. “I want you to stay away from him, Ben. He just doesn’t seem right in the head.”

“Well, I think you’re just being stubborn.”

“Wow, don’t you just hate people like that?” Gwen’s tone was dripping with sarcasm, and Ben refused to dignify that little jibe with a response. 

“We’ll leave this one to the experts, Ben,” Max advised. “Like those Friends of Fish guys.”

“Experts? Them?” Said Ben, flapping his arms about. “No way I’m trusting them. They seem way too shifty. Not only that, but the Krakken went out of its way to attack their ship specifically while leaving the people alone.” Ben sat in thought for a moment, recalling all of the Krakken’s actions from earlier and trying to find a connection between them all. “I don’t know. Something just smells real fishy about all this, pardon the pun.”

“I’m afraid this'll just have to be the one that got away,” Max said. 

Ben opened his mouth to protest but was interrupted by the arrival of a grumbling Shaw, who was grinding his teeth and had the most infuriated look on his face.

“Low-down, no-good fish kissers!” He growled to himself.

“Captain Shaw, what’s wrong?” Ben asked, flinching as Shaw turned his irate gaze to him.

“The nerve of those enviro-punks! They shut down the entire lake! I thought that Saturday lot were bad before, but at least they kept to their own business! Nobody tells me where to sail, and nobody is going to stop me from reeling in the catch of the century! Nobody…” With his rant over, Shaw stormed off to the docks, the Tennysons watching him go.

Later that night, it was time for bed, and Ben decided to take a quick bathroom break. Minutes passed and Ben wasn’t showing signs of coming out anytime soon, much to Gwen’s annoyance.

“Come on, doofus!” She barked, hammering at the door. “Did you fall in or something? Hurry up in there!”

Piqued by the commotion, Max walked up to the bathroom door next to Gwen, scratching his head briefly and noting the unlocked sign. He threw the door open, revealing the empty bathroom, and the pair shared a knowing look, groaning in unison.

“Boy must’ve gone Grey Matter and snuck out,” Max said, pointing a quick glance to the open window, a barely-visible trail of marks below it. “I swear, that kid is going to get himself in trouble one of these days.”

Meanwhile, Shaw’s vessel glided silently across the water. With the town’s residents asleep and the tourists gone, the whole lake was quiet and peaceful. Shaw kept his place at the helm, his one eye watching the lapping waves for any sign of movement. While he was focused on the mission ahead, he couldn’t deny that the silence of fishing at night was calming in a way, and he allowed a small smile to creep onto his face, which grew bigger as his boat cut through the flimsy barricade that barred access to the rest of the lake.

As he surged through to the sweet spot, a clattering sound from behind shattered the peace and threw him on guard. Armed with a paddle, he approached a set of crates that were shaking under the tarpaulin.

“Hey! No stowaways on my boat, even if you are only a filthy rat.” Shaw threw the tarpaulin off, revealing a nervously grinning Ben huddled underneath.

"Uh, first mate Tennyson reporting for duty…sir?" said Ben, waving and chuckling nervously.

Shaw looked at the boy, his features expressionless. Ben was beginning to wonder if he should’ve listened to his grandpa, that he should’ve just stayed behind when the captain’s lips curled into a smirk.

“You got a lot of guts sneaking onto my ship, kid,” He said. “Unlike your yellow-bellied grandfather back there.”

Okay, now that was just rude. Ben leaped to his feet, ready to defend Max’s honor, only for whatever argument he had come up with to slip out of his mind as Shaw stripped off his clothes.

“DUDE!!” Ben yelped, covering his eyes. “There’s a little kid here! A little head’s up would really be appreciated!”

“Quit your belly-aching, kid,” Shaw muttered.

After hesitating for a moment, Ben removed his hands and discovered the captain had indeed been wearing a green wetsuit beneath his clothes, and he didn’t seem impressed.

“Oh, sorry about that…” Ben tapped his fingers together apologetically, giving off an embarrassed look. If Shaw heard his apology, he didn’t acknowledge it whatsoever and instead focused on picking up the rest of his diving equipment.

“She’s probably been scared deep by our ‘fishy’ friends,” He suggested, “Meaning that there’s only one way to fish her out; live bait.”

“Well, maybe I should just come with you? You might want someone to watch your back."

“Thanks for the concern, kid, but I’ve got my diving buddy right here,” Shaw smirked and brandished a rusty harpoon gun. “Wish me luck.” He pulled down his mask, and fell backward into the water, beginning his hunt.

Ben frowned in disappointment, feeling very useless at the moment. Maybe if he just snuck out like a normal person instead of using the watch, he’d have enough charge to go help Shaw. Then again, there was no way of knowing how the captain would react to an alien fishman appearing out of nowhere, especially when he was hunting something as big and dangerous as the Krakken, so that idea was shot down.

As he tried to come up with some idea for helping Shaw, something caught his attention from the corner of his eye. Draped on top of a crate was another diving suit, this time a shiny crimson color, complete with an oxygen tank and mask, and surprisingly enough, just his size. 

“Huh,” Ben blinked in confusion. “What a strange coincidence.” 

Meanwhile, deep underwater, Shaw waded through the field of seaweed and pushed through a school of fleeing fish. On any other occasion, he’d be taking a look at the wondrous scenery around him, but he was too engrossed in current matters right now. The Krakken was by no means the first monster he’d witnessed; in all his years on this planet, there had been many sightings of strange creatures, some of which he’d seen with his very own eyes. Because of this, hardly anything caught him by surprise anymore, not even when a piece of seaweed floated past his goggles, and all he did was shake his head and press on.

Shaw dived deeper, spotting the wreckage of sunken ships the Krakken had attacked over the years. He was about to swim by and ignore it when he noticed something that seemed out of place among the broken wood and metal. He touched down on the surface of the shattered boat and eyed the object in amazement. It looked like a fish egg, only much bigger and covered in weird veins. There were fragments of what appeared to be a wooden crate underneath the egg.

As the captain analyzed it in thought, something zipped through the shadows behind him. Sensing the presence approaching from behind, he whirled around and shot his only bolt at it. The figure quickly dodged and rapidly waved its arms in surrender.

“Hey, easy there!” Ben yelped. “Watch where you’re pointing that thing! You could’ve skewered me!” If Shaw had any concern or worry for Ben, he didn’t let it show.

“You really have a habit of showing up where you’re not wanted, kid,” He sighed, holstering his weapon. “This is why I left my wife…”

Ben shrugged, gliding past Shaw and eyeing the egg. “What is that thing?”

“That, boy, is the catch of the century.” Shaw declared proudly. “Now if you’ll excuse me, I have to get ready to haul it up.”

As Shaw headed back to the ship, Ben continued observing the egg, or more specifically, what the egg was resting upon. Below it was several broken wooden planks, but it was one plank in particular that caught his notice, as the word CANNERY was written on it in big black letters.

“Wait a minute, that’s the crate from Jonah’s boat!” Ben said. “I knew there was something off with those Friends of Fish guys!” A thought suddenly came to his mind, and his eyes narrowed in suspicion. “But if the Krakken got her eggs back, then Jonah’s going to want to find them again, which means…”

Ben looked up to the surface of the lake and spotted the underside of Shaw’s ship bobbing in the water above him, but there was an unfamiliar second, larger boat parked right alongside it. He swam up and breached the surface, throwing off his mask and rebreather, and took a close-up look at the second boat. It was heavily fortified, covered in steel armor, and armed with a mounted turret, much like a military vehicle.

As Ben searched for signs of Shaw, he suddenly heard what sounded like a struggle, and quietly paddled closer to Shaw’s boat. Keeping to the shadows, he spotted someone standing on the deck, sporting a silver diving suit with several utility pouches and a high-tech face mask. Ben would’ve thought the masks looked cool, had it not been for the fact that they were currently beating Shaw while he was restrained by two others, both wearing the same attire. 

Deciding to step in, Ben moved his hand to the watch, but then a thought came to his head that made him pause. ‘With tech like that and their boat, there’s no way these guys don’t have actual guns on them. If I just rush in there like an idiot without a plan, Shaw could get hurt.’ 

With a defeated growl, Ben stayed his hand and remained hidden, watching as Shaw was pummelled until finally, the leader of the trio stopped his punishment and spoke, his voice modulated and almost robotic.

“Now, I’m only going to ask you one more time, old-timer. Why did you come back here? What did you see down there?”

“As if…I’d tell you…” Shaw groaned, spitting blood onto the diver’s mask. “...Piece of-”

Without warning, he reeled back his fist and slugged Shaw across the skull with a loud crack, and the captain went limp in the restraining hold.

“Have it your way.” The diver removed his mask, and Ben’s eyes narrowed as his suspicions were confirmed; Jonah Melville glared down at Shaw’s unconscious body, a far cry from the ‘oh-so-charitable’ environmentalist he’d originally portrayed himself as. 

“Take Captain Ahab here with us, and find out what he knows at the cannery,” Jonah ordered, and his goons lugged the captain onto the boat. “We’ll come back with a mini-sub for the rest of the eggs.”

Jonah moved to the edge of the boat, and Ben ducked out of view before the man could see him, watching as a beeping device was tossed into the water, just a foot away from where he was. As Ben fought to calm himself down, he heard one of Jonah’s goons pipe up.

“Yo boss, what ‘bout that other guy he was with?”

‘What?’ Ben thought, his brows raised in panic. Did they know he was here? His hand moved to the watch again, trying to fiddle with the dial despite it being stuck under the material of his suit.

“What about them? If you’re worried about them finding out what we’re going here,” Jonah said, his tone suggesting he didn’t really care. “Then don’t. We’re right above the nest, so they’re probably sleeping with the fishes right now. If they aren’t, well…” Ben heard him pull out another beeping device, only this one was thrown onto the deck of Shaw’s ship with a clattering sound. “...I think they got lost at sea.”

As the beeping intensified in frequency, Ben immediately recognized the sound and ducked under the water, just moments before Shaw’s fishing boat exploded in a ball of flame, sending bits of wood and metal flying into the lake. As the debris came down around him, Ben swam away as fast as his legs could kick, before finally surfacing a good few feet away from the wreckage. He hauled himself onto a large wooden panel and watched the remnants of Shaw’s boat slowly sink below the waves, noting that Jonah’s boat was also gone.

Narrowing his eyes, Ben fished out a shard of metal from the water and sliced open the sleeve of his suit, wincing in pain as he nicked his arm, but that didn’t matter to him; right now, Shaw needed saving, and as he activated the watch and twisted the dial to his chosen alien, he grinned a toothy smile.

“It’s hero time!”

Jonah sat back and relaxed, staring at the waters around him as his vessel was cruising through the lake. 

Life was good, he thought. Poaching rare animals and selling them to private collectors was definitely the right business venture for him; his father always wanted him to become a vet as he had, and like his father’s father before he had. Jonah loved his father, he really did, but he didn’t really have any emotional attachment to animals and wasn’t interested in forming any either. 

Then his mother died, and hard times hit upon his family; since being a vet didn’t exactly pay enough, Jonah and his dad soon lost their house and had to stay with their grandma. He didn’t like his grandma, not because she was a terrible person, but because of her pet cat, Mister Tiddles, who really seemed to have a bone to pick with him. Jonah would always be subjected to hours of hissing, growling, scratching, and even biting, and yet whenever his grandma or father came into the room, suddenly the damn thing would always be acting like an innocent little angel. He didn’t blame his family; his father was constantly exhausted and his grandma was half-blind, but he still felt isolated from them because of that stupid cat.

Eventually, Jonah couldn’t stand living in his grandma’s home anymore, and strived to find a proper job to support his family, but failed miserably at every turn. Soon, he began doing jobs for rather unscrupulous people, like assisting in smuggling runs or kidnapping children's pets to sell to fighting rings. He felt nothing after stealing their pets, not even a hint of remorse, especially since most of the houses he stole from kept their pets outside, so in a way, it was their fault the "little doggie" or the "furry kitty" went missing.

But then, everything changed for him when he met Mr. Beck.

The crime boss saw potential in him when Jonah got caught on a job by his men and took him under his wing. In time, Jonah became a very well-known poacher of rare and endangered species in the criminal underworld, and Mr. Beck was always very pleased with the results of every successful sale. He’d even gained a few buddies in the line of work, Duane and Jonson, but also a few enemies, mostly environmentalists who couldn’t exactly do much, but there was that Saturday family who had a habit for butting in when it was really inconvenient. He'd even made a name for himself, often putting up newspaper clippings of his latest exploits on a corkboard in his room, like some sort of trophy wall.

Years later, Jonah returned to his family to give them the money they needed, but they practically disowned him upon telling them where it all came from. But Jonah didn’t mind at all; he only came back out of obligation anyway, so it meant more money for him and his crew. Who cared if his father lost his job anyway? There was no sense dwelling on the past, Jonah thought to himself, opening a beer and taking a large swig, especially since his future was staked upon this one job, and his biggest one yet. The buyer wanted the eggs of a strange creature sighted in Lake Verne and was ready to pay anything for them. That’s how they were able to afford all the tech they had on hand, though they had to obtain the Friends of Fish boat themselves. 

Masquerading as an environmental study group, especially one sponsored by the Saturdays, had been the perfect disguise because no one was going to question an organization that studied marine biology cordoning off a section of the lake. The Krakken had even inadvertently helped them in a way, as it had practically scared everyone off, meaning Jonah and his crew could work in veritable peace. They’d later disposed of the F.O.F boat since there was no more need for it, so now it was resting at the bottom of the lake, along with the previous owners, who had so kindly lent it to them. And now, since they had taken care of that stubborn captain, there was no one to stop them from finally completing the job.

Until of course, Duane pointed up at something in the sky, drawing Jonah’s attention to it. 

“Is that a bird?” 

“Nah,” Jonson replied, taking his eye off Shaw. “Looks like a plane.”

Eventually, the object flew closer until a visible shape formed, revealing itself to not be a bird or a plane at all, much to their shock.

“It’s a bug!” Jonah yelled, before turning to his men. “Jonson, man the weapons! Duane, get us out of here!”

“Give it up!” Stinkfly shouted down at them. “You guys are totally busted!”

As Duane revved up the engines, Jonson raced for the mounted turret and fired a volley of rounds at the pursuing alien insectoid, who gracefully dodged and returned fire with a few gunk shots, clogging up the barrel of the machine gun and pinning Jonson to the hull. 

“Oh god, I think I got some in my mouth!” He shouted in disgust. "EWW!!!"

“Damn insect!” Duane hissed, before flicking a few switches on the dashboard. Several red barrels dropped into the water, and Stinkfly initially paid no attention to them, assuming they were just trying to lose weight to get away quicker until one of them exploded right in his face.

‘Depth charges, really?! That’s cheating!’ Stinkfly thought, weaving through the igniting barrels as they blew up around him. ‘Still, these guys really aren’t playing around!’

Suddenly, one of the barrels detonated right next to a tree, causing it to topple over and spray a large volume of water over a surprised Stinkfly, sending him sprawling into the lake. He quickly surfaced and attempted to fly again, but found that his once blade-like wings were now all floppy as he tried to flap them about. 

“Aw man, my wings are too wet for take off!” He said, making a quick mental note to study the weaknesses of his alien forms someday. While Stinkfly was focused on drying his wings off, Duane brought the boat around and revved up the engines to the max, speeding straight for the vulnerable insect. 

“Time to squash this bug once and for all!” He said, grinning madly. 

“Oh crap!” Stinkfly yelped, paddling his arms and many legs like his life depended on it as the boat hurtled straight toward him. Thankfully, he reached the tree that had fallen over earlier and clambered onto the trunk, rapidly flapping his wings. “Come on, come on, dry off!”

But with no such luck, and certain doom closing in by the second, Stinkfly had to get creative. Spotting a tree branch high above him, he spat out a stream of goo that latched onto it and swung away just moments before the boat ran over the log, cutting it in two. 

As Stinkfly pulled himself up and resumed flapping his wings, Jonah was at a loss as to where the giant insect had disappeared to. As he swept the searchlight across the area, his breath hitched when he spotted a familiar green fin slowly dip below the waves; all the commotion had drawn the attention of an uninvited guest.

“Of all the times…” Jonah snarled to himself, before turning to Jonson and Duane. “It’s getting too crowded around here! Dump the trash overboard!” Flashing his light on their captive, his two colleagues took one end each and tossed the unconscious captain into the lake. 

As his body sank, a dry-winged Stinkfly left the branch and quickly scooped up Shaw before he could get too deep, but before he could give chase to Jonah and his cronies, they had completely disappeared without a trace as to which direction they went. 

“Dammit…” Stinkfly huffed in annoyance. At least he knew where Jonah was headed, but he couldn’t do anything right now; he had other matters to attend to. Pushing his wings to the max, he took off in search of the Rust Bucket before he could turn back. It took a few precious minutes of searching the riverbanks until he finally locked eyestalks on the familiar rusty white RV, and two figures standing around it.

But his moment of relief was interrupted when a familiar dreaded beeping made itself heard to him, and at the worst possible time as well!

“Oh, not again…” He deadpanned, remembering what happened to XLR8 earlier. With quite possibly only seconds left, Stinkfly got an idea when he spotted the extended awning hanging on the side, and immediately divebombed straight for the Rust Bucket, willing the Omnitrix to wait just a few moments longer.

Meanwhile, on the ground, Gwen was searching across the lake for any signs of Shaw’s boat. She and Max were exhausted from not getting any sleep earlier, but having heard the explosions earlier, they snapped wide awake and were on edge at the moment. Gwen had suggested going to look for him, but her grandpa wanted to stay, in case Ben came back injured. Right now, all they could do was wait for Ben to return.

She knew he was right; Ben would almost certainly be injured in some way since most of the alien forms he had that could tank blasts like the ones they heard would be no good in an environment like this. And yet, there was some dark part of her deep down that almost relished in this fact, as if she almost thought he deserved it for being such a self-centered glory hog. She quickly wiped those thoughts away when she heard the sound of footsteps behind her.

“Gwen? Any signs of Ben or Shaw?” Max asked. 

“Nope, not a thing.” She replied, keeping her watchful gaze on the lake's surface. 

Suddenly, a red flash high in the sky drew their attention, and an unconscious Shaw came flying toward them, landing safely in their awning. As Max checked on the captain, Gwen flitted her gaze around the campsite in confusion; the red flash from the watch often signified Ben’s reversion back into human form, and yet the boy was nowhere to be seen.

“Uh, Grandpa? Where’s Ben?”

“Up here…” A groan from the nearby tree called. The pair looked up to see a dazed Ben hanging in the foliage, the tree thankfully breaking his fall. His landing was much rougher than Shaw’s if his damaged diving suit was anything to go by. “Can someone get me down please?”

“…And the Krakken’s nest had eggs in it!” Having changed into a fresh pair of clothes and his small wound bandaged, Ben explained what he saw to Max, Gwen, and a recovered Shaw, who all listened intently. “No wonder the Krakken’s been attacking everything - Jonah and his goons must’ve been stealing her eggs!”

"And I think I know who Jonah is," said Gwen, drawing everyone's eyes to her. While Ben had been talking, she was busying herself with research. "I did a little checking on Friends of Fish and found out that while it is an official environmental agency, Jonah’s certainly not part of them," She turned her laptop around, showing a digitized newspaper with Jonah's picture plastered on the front, "In fact, Jonah Melville isn't a friend to any kind of wildlife. He's wanted all over the world for pouching rare and exotic animals, crating them up, and selling them off to private collectors.”

“Exactly! Like that crate she took from their boat earlier this morning,” Ben said, recalling the wooden remains under one of the eggs. “I remember Jonah said they were going to a cannery, then come back to pick up the eggs. We gotta stop them!”

Shaw suddenly stood with a groan. “All this talk changes nothing - mommy or not, that beast is mine.” He slowly made his way to the exit, wincing in pain while nursing the bruises on his ribs, before motioning for the trio to follow. “Let’s go. I got a spare boat down at the docks.”

Around a minute later, the three had clambered into the boat, waiting for Shaw to untie the ropes holding it to the boardwalk. Max was patient as always, Ben was anxiously fidgeting about, and Gwen was currently on the phone with the police.

“How long will that take? That long? No, it's fine. Thanks very much.” Gwen hung up and handed the phone back to Max. “It’ll take a while for the police to get here, maybe an hour at least.”

“That’s fine by me!” Ben said confidently. “It’ll give us enough time to get in, get the job done, and get out before they arrive.” He turned to Gwen, his expression changing slightly. “On an unrelated topic Gwen, we need to get you a new phone, just so you don’t have to keep using ours all the time.”

“...Uh, thanks?”

While the captain was distracted, Max ever so casually and quietly slid into his spot at the motor, and as soon as the boat was untied from the dock, Max fired it up and the trio sped off into the night, leaving a confused Shaw behind. 

“What the-!” He sputtered, watching the thieves make off with his only other ship. “What’re you all doing?! Get back here!” He heard Ben yell out an apology just before they disappeared into the fog, but that didn’t seem to faze him at all. “You don’t know what you’re doing! A monster’s a monster, and I know a monster when I see one!”

Shaw was sure that if anyone saw him yelling out into the lake like this, they’d think he’d gone mad, but he was too incensed at being played like this to care right now. Finally, he seemed to accept that they weren’t coming back and sighed, thinking about how things seemed to go wrong for him ever since the Tennysons showed up.

“First, I miss the chance to catch it because the squirt decided to go for a swim, then my ship gets blown to pieces by that poacher, and now that family’s made off in my only other boat!” He grumbled before he spotted something in the corner of his eye; a small rickety rowboat bobbed in the water a few feet away. Shaw impassively stared at the boat, mentally preparing for the long and most definitely painful journey ahead.

Over at the cannery, Duane was working the crane, lazily awaiting Jonah’s return. He flitted his gaze to his blonde partner, who stood below on the deck, binoculars leveled at the water’s surface. 

“Yo Jon!” He called out, and Jonson looked up, eyebrow raised. “What’re you planning to do with your share of the cash?” 

Jonson thought for a moment, then gave his answer. “Oh, that’s easy! I’m gonna buy a whole bunch of museum artifacts and see if they really do come to life at night.”

“Man, you know that’s just a movie, right?” 

“I can dream, Duane!” Jonson snapped, and Duane put his hands up in surrender.

“Alright, alright, you do you, man. Hey, at least it’s better than your other ideas.” Before Jonson could respond, a bulb inside the cabin of the crane flashed. “Oh, heads up, he’s back! Jonson, get the container ready!”

As Jonson ran off, Duane pressed a few buttons and watched the cables of the crane arm drop into the lake, latching onto something deep within. Pulling a lever, the henchman watched as a twelve-foot tall dark blue and silver mech suit was lifted out of the water, and brought it around to the edge of the deck. Jonson returned with a large glass cylindrical capsule and waited for the mech to hand him their latest successful catch, but he almost toppled over from the sudden weight. 

“Careful, you idiot,” The pilot warned threateningly, the mech’s speakers dropping his voice a few octaves. “Otherwise you’ll be cleaning up the world’s most expensive omelette.” As Jonson hefted the Krakken’s eggs into the container, Jonah hopped out of the machine. “After we sell these babies to the buyer, we’ll be kicking back on a beach in the Bahamas.” 

While Jonson and Duane rolled the container away, Jonah gazed at their latest piece of hardware. The mech suit was big and heavily armored, with short stumpy legs, four arms, and turbines on its back and hips. The two larger arms had powerful claws in place of hands and military-grade heavy machine guns mounted on the wrists, while the other two were much smaller and more human-like. A large circular glass window on the front served as the viewport for the pilot inside.

The suit had been given to them by the buyer in order to procure the eggs with maximum efficiency, and while it seemed like overkill, Jonah certainly wasn’t going to pass up on such an offer. In fact, he pretty much mentally thanked the buyer when he first laid eyes on the Krakken, thinking the suit was reinforced to take hits from the beast with ease. He began thinking if such a mech would be useful for other poaching hunts and made a mental note to ask the buyer if they could keep it; it could even come in handy should those freaks come after them again.

With the poachers feeling pretty smug about their success, they'd let their guard down and were therefore unaware of the small motorboat pulling in underneath the cannery. Max parked the boat next to a ladder that led to the building above and started to climb with his granddaughter while Ben remained behind, fiddling with the watch. 

“You two see if you can find the eggs.”

“What about you?” Gwen asked.

“Don’t sweat it,” Ben handwaved the question. “I’m gonna go kick some poacher tail!” 

With that said, Ben slammed his hand down on the dial and was consumed by the ensuing green light. When the light faded, in Ben’s place stood a 6-foot tall humanoid fish alien, with white scaly skin, green dorsal fins on his back and forearms, a head similar to that of an angler fish, complete with a lure, and a set of sharp jagged teeth, pink eyes and he wore a black patch on his left shoulder and a black and white loincloth. The watch badge sat on his left pectoral. 

With a beastly roar, Ben tore his life jacket off, then glanced down at himself happily. “Yes! Finally, Ripjaws! Guess the third time lucky really does exist!”

Ripjaws leaned over the edge of the boat and was about to take a dive when the water suddenly exploded from underneath, shattering the boat into pieces and throwing him into the lake. 

Up above, Jonah and his crew watched the Krakken smash through the deck and the furious roar it let out froze them in place. Despite this, Jonah grinned with sadistic glee and ordered his men to fire upon the creature and protect the eggs, uncaring of their shocked and confused expressions

“The bigger the Krakken, the bigger the payday,” He said, rushing for the mech suit sitting nearby. “Time to properly test this baby out!”

As he climbed into the mech, Jonson and Duane fired their rifles at the beast but quickly realized their bullets were just annoying it.

“I’m going for the heavy weapons!” Duane shouted before he ran inside the cannery, leaving Jonson to guard the eggs all by himself against an angry sea creature. 

“OH COME ON!!!” Jonson yelled, just before the Krakken sent him flying into the water with one of its tentacles. 

Now with that minor annoyance out of the way, the Krakken reached for its eggs, only for Jonah to swoop in and snatch them away, before hoisting himself out of harm's way. The Krakken stretched it's flailing tentacles to grab him, but Jonah fired a volley of armor-piercing rounds at the creature, which actually managed to force it back. 

As the Krakken suffered under the attack, Jonah found his view obscured when a freaky and rather angry-looking fishman suddenly pounced out of nowhere and latched himself onto the front of Jonah’s mech. 

“You wanna mess with a monster?” Ripjaws snarled. “Try me on for size!”

Ripjaws turned and started climbing along the machine's mechanical arm to reach the Krakken eggs. Jonah aimed his other free claw arm at the aquatic alien, only for Ripjaws to simply chew the machine gun off. With that out of the way, he clamped his jaws onto the other arm and bit down until the claw released the capsule holding the eggs.

Ripjaws dived after the container and tried to grab it, but Jonah kicked him in the face, throwing the alien away and causing the capsule to shatter and release the eggs which rolled across the deck, coming to a precarious stop on the edge. 

Inside the cannery, Max and Gwen cautiously peeked around the corner and crept along the wall, before coming to a stop right next to an open doorway. Max peered around the edge of the door and spotted Duane reaching for a high-tech bazooka resting on the wall.

“Oh yeah, this baby oughta do the trick.” 

Max turned back to Gwen and made gestures with his hands to signify that he was going to sneak up on the henchman and wanted her to keep a lookout. He, unfortunately, didn’t count on Gwen not understanding a single thing he said, as the redhead just stared at him with utter baffled by the weird finger movements. She suddenly spotted something behind him and gasped, and Max spun around to see Duane holding the Bazooka straight at them.

“Okay pal, we can do this the easy way or the hard way,” Max growled, arms outstretched to protect Gwen. 

Duane paused in confusion at first, gesturing to the big gun on his shoulder, but when neither Max nor Gwen moved out of the way, he shrugged.

“‘Aight, have it your way.” Duane leveled the bazooka but the Krakken’s tail suddenly burst through the floor behind him.

Max spotted a ceiling-mounted conveyor belt and latched himself onto it, Gwen quickly following his example, and the pair swung forward, right as the Krakken completely demolished the floor underneath them, taking Duane down with it as well. When the pair safely landed on the other side, Gwen stared at the destruction with a furrowed brow.

“So, is this the easy way or the hard way?” She asked Max, who simply responded with a shrug and a smile.

Back outside, Ripjaws, Jonah, and the Krakken raced each other for the eggs. Due to its immense size, and the fact Jonah had stopped peppering its skin, the Krakken got to them first, scooping them off the deck and nestling them in its fin. 

“My eggs!” Jonah cried. His mech suit charged and lept at the Krakken, unaware that Ripjaws hung onto the back, gripping the handles. The two collided with the Krakken’s tail, knocking the eggs out of its grasp. 

“They aren’t your eggs!” Ripjaws growled, shunting Jonah out of the way and diving after the eggs himself, cradling them under his arms before hitting the water. Jonah growled in frustration and jumped into the lake after him, using his weight to hit Ripjaws in the back and stun him. Dropping the eggs in his daze, Ripjaws was unable to defend himself from Jonah’s assault.

“Rescuing babies,” Jonah scoffed, delivering blow after blow across the alien’s face. “Very heroic, but not very smart!”

With one final punch to the temple, Ripjaws sunk deeper, stunned, while Jonah rocketed up and grabbed the eggs. 

“Aw man, that hurt…” He mumbled, holding his head in pain. Shaking his head and clearing his vision, Ripjaws fused his legs and loincloth into a tail and shot toward Jonah like a bullet. He grabbed onto his suit, and the pair tussled over the eggs, trading bites, punches, and scratches, until Ripjaw managed to gain the upper hand, securing the eggs within his arms and taking off, using the mech as a springboard.

Ripjaws was suddenly blindsided by the Krakken, which whacked him with one of its tentacles, snatching the eggs from his grasp before swimming away, but Jonah was right on its tail. The poacher activated a circular device inside one of the claws, unleashing a powerful sonic pulse, which caused the Krakken, and to a degree Ripjaws, immense physical pain. 

It shrieked in agony, clutching the sides of its head, while Jonah zoomed in and took the eggs in its distraction, but just before he could make a break for it, Ripjaws slammed into the mech suit and forced it to the lake bottom.

Ripjaws briefly had the machine pinned underneath him, but then Jonah quickly turned the tables, flipped their positions, and started to choke the life out of the alien with his free claw, holding the eggs with the other.

Luckily, Ripjaws managed to spot an anchor laying nearby and wasted no time grabbing it. With a sharp tug, he slashed the anchor across the mech’s chest, forcing Jonah off of him, before sinking his teeth into the arm and tearing it off at the bicep. 

Jonah activated another setting on the suit, creating an electric charge across the surface of the outer armour, shocking Ripjaws and stunning him again, before making his escape for the surface once more.

But Ripjaws had had enough of the constant stunning, already mentally complaining about the headache he was going to have later. Locking his gaze onto the fleeing mech, he swung the anchor around like a lasso before hurling it, the weighted projectile severing Jonah’s other arm and causing him to drop the eggs again.

‘Okay, go time.’

Ripjaws shot for the eggs and clutched them under his arms, before spotting the infuriated Krakken gunning it for him. The alien practically tore through the water like a torpedo, and he didn’t need to look over his shoulder to know the Krakken was in hot pursuit. 

Finally, he spotted it; the wreckage of ships and other junk that made up the Krakken’s nest. He touched down on the lakebed and just as the beast crested the ledge, Ripjaws made sure to gently place the eggs down inside its nest.

Almost as if a switch was flicked, the Krakken immediately stopped howling in rage and went quiet, settling down and lovingly cradling its eggs. Once it gave them a quick check-over, the Krakken gazed up at Ripjaws calmly and crooned, as if it was thanking the alien. In fact, Ripjaws could’ve sworn its gaze flicked to the badge on his chest for a moment.

But the calm moment wasn’t to last, because Jonah came hurtling toward the nest, a mad look in his eyes. But now the Krakken knew Ripjaws wasn’t a threat, the fishman saw its blue eyes narrow in anger as its tentacles lashed out and gripped Jonah’s mech by the sides, before tearing it to pieces like wet tissue paper.

The lack of protection didn’t seem to faze the poacher, who simply whipped out a knife in order to stab the Krakken as a last-ditch attempt, only for said knife to snap against the beast’s tough skin. Jonah’s eyes widened as the Krakken screeched in fury and lunged for the human, only for Ripjaws to swim in between them, arms outstretched to prevent any more harm from coming to the man.

The Krakken gave Ripjaws a look even he couldn’t place and retracted its tentacles, before backing off and returning to its eggs, settling down and forming a protective huddle around them. Now with the Krakken finally placated, there was one last thing for Ripjaws to take care of. 

Turning around, he spotted Jonah trying to silently paddle away, so he tapped the man on the shoulder. Jonah flinched and looked back at the angry fishman, and shrugged his shoulders as if to say “no hard feelings?”. 

His patience having long since run out, Ripjaws glared at Jonah, reeled back his fist, and cracked the poacher across the face.

Later that night, the police had finally arrived to find a roughed-up Jonah and his crew, who both looked to be in worse shape than their leader did, tied to several tree branches, all while Max and Gwen watched on from the other side of the lake.

“Good riddance to bad rubbish.” Said Max.

“You said it, Grandpa,” Gwen agreed, before looking around in confusion. “Uh, where’s Ben?”

As if on cue, a rickety old rowboat pulled up to the dock, with a surprisingly happy Shaw sitting inside.

“Got one!” He announced gleefully, gesturing to a large net on the other end of his boat. “I finally got me a Krakken! One of the eggs must’ve hatched!”

Shaw held up a lantern to show off his prize, only for Gwen to snort in laughter upon seeing what was inside the net.

“What’re you laughing for? Don’t you realize that this is the catch of the century?”

Max unsuccessfully tried to stifle a few chuckles himself. “I think your, uh, ‘catch of the century' isn’t exactly as advertised as you thought.”

Shaw raised his eyebrow in confusion and moved the lantern closer to the net, only to discover that instead of a baby Krakken, he had caught a rather embarrassed-looking Ben Tennyson.

“If you plan on hanging me on your wall, at least turn me into one of those singing fish plaques.” He said, a little overdramatically, even going so far as to place his hand against his head.

“But I could’ve sworn…?” Bewildered, the captain removed his hat and rubbed his eye, thinking for sure he had caught a white fishman. 

While Shaw tried to make heads or tails of what was going on, Ben was dramatizing his last rites, and Max and Gwen were guffawing at the whole sight, the Krakken slept deep within the lake, cradling her eggs in peace, never to be disturbed again.

Chapter Text

When travelling through the desert for hours on end, one does tend to get a bit hot, bothered, and exhausted, unless you happened to be a lizard of some sort. The sandy wasteland seemed to go on for miles, and the lack of shade meant a terrible fate for those stranded there; baked to death by the intense heat from the unforgiving sun.

It was for this reason that the Tennyson family had stopped at a gas station in the small town of Nowhere, a rather isolated community littered with mobile homes and cars so rusty and broken down, yet somehow still working, that they made the Rust Bucket look almost brand new.
 

While his grandkids were indoors, Max had just finished storing extra fuel for the Rust Bucket for their trek through the desert and was currently waiting for the ATM to give him his cash. They weren’t particularly low on gas anyway, but he knew better than anyone to never take things for granted; the air conditioning tended to be rather taxing on their fuel, even on the lower settings.

As the ATM slowly fed Max the bank notes, he spotted a beefy, thug-ish man in the reflection of the screen, walking menacingly toward him.

"Out of the way, old man," He growled, grabbing Max by the shoulder. "I've got a major withdrawal to make."

The thug then violently shoved him to the ground, where he landed at the feet of the burly man's smirking partner, a a rat-faced hillbilly with all but two of his teeth missing.

Inside the gas station, the kids were perusing the shelves. Gwen was taking her sweet time choosing between different flavours of ice cream, while Ben was pushing a shopping cart and placing several food items into the basket. Since Grandpa was really set on eating his weird stuff for the whole summer, Ben had taken it upon himself to acquire food that he and Gwen could actually eat.

"Hmm... Do we need these?" Ben said, inspecting an extra large family-size bag of chips. "Eh, why not? I'm paying for it, after all..." 

His parents had left him a sizeable amount of pocket money for the road trip, and while he didn’t feel right blowing a good majority of it on food, especially since he was supposed to be saving up for the new Sumo Slammers game that was coming out around late June - if the devs didn’t push it back again, for God’s sake - but the need for actually edible food overwhelmed his love for video games.

‘Oh well,’ He thought, flicking his eyes in a random direction. ‘Maybe I can find people who need some odd jobs doing, and earn a quick buck or two? There’s got to be at least a few…’

As he raided the shelves for their produce, Gwen was still taking her time ordering ice creams for the pair of them, much to the store clerk’s annoyance.

“Are you gonna actually buy anything or just stand there all day?”

Gwen stood up straight. "Oh, sorry! Uhh, what do you have that's non-fat and less than 3% sugar?"

"Napkins." The clerk responded with a deadpan tone. 

Gwen’s cheeks went red in embarrassment, but thankfully, Ben came to her rescue. Her eyes bulged out in surprise at the sight of proper vegetables among the items in the shopping cart, something she wholeheartedly believed her cousin wouldn't be caught dead eating.

“We’d like all this please,” Ben said, slapping a few large bills on the counter. “Then one rocky road with mint choc chip for me, and I’ll pay for whatever she gets as well.”

The wide-eyed clerk flitted his gaze between Ben and the cash for a moment, before shrugging and going to grab an ice cream scoop. “One rocky road with mint choc chip, comin’ up.”

While the pair waited for their order to go through, Ben noticed an old rusty pick-up truck backing up to the ATM outside, and a burly thug dragging a large hook attached to the bumper.

“Hey Gwen, could you look after this stuff for a minute? I got something to take care of.” With that, Ben rushed out, activating the watch, leaving Gwen behind with a cartful of shopping and no way to get it to the Rust Bucket.

“Well?” She turned back to the store clerk, who held Ben’s ice cream in his hand. “You ordering or what?”

Outside, after hooking the ATM up, the thug gave his partner a thumb’s up. "Hit it!”

The hillbilly grinned, flooring the gas pedal, and the truck lurched forward, only to splutter to a halt almost immediately, the engine groaning. 

“C’mon, start fer fuck’s sake!” The redneck impatiently thumped the steering wheel in anger, only to recoil as it suddenly dissolved before his eyes, and then the entire truck around him morphed into a black and white futuristic off-roader with green circuit-like markings lining the bodywork. A glowing green circle appeared on the dashboard where the steering wheel had been.

"I'm sorry, sir, but your cash request has been denied," The circle flashed, a computerized version of Ben's voice speaking through it. "How about a free butt-kicking instead?"

The vehicle shook and jerked about as the hillbilly was tossed around the interior, before it unceremoniously booted him straight through the door. As he groaned in pain, a black, white, and green blob demerged from the truck, reverting it back to the old junk heap it used to be, give or take a few missing screws. His eyes widened in shock as the blob shifted and flexed into a more humanoid shape, growing arms, legs, and some semblance of a neck and head, the green circle appearing in the middle of what appeared to be its face. On it's torso lay a series of black stripes mimicking the pattern of Ben's shirt, and in the centre sat a grey and white hourglass badge.

“Nobody told me them doggone cash machines wuz alive and stuff!” The hillbilly backed up before scrambling to his feet. “Ah'm outta here!!”

As the creature watched him run off, it then turned its gaze upon the larger of the two, who unlike his partner, got over his surprise pretty quick and pried the hook from the ATM. He swung it at the alien, who effortlessly caught it in midair, wrapped the chain around its arm, and yanked it behind them, throwing the man right into his fleeing partner, knocking the two out.

While the creature tugged the two unconscious thugs back with to the storefront, Gwen then exited the store behind them, carrying several bags of food with some difficulty while also holding two ice cream cones. Max came up behind the creature and beamed as it used the chain to tie the thugs up to a nearby telephone pole, "Nice work, Ben." 

Ben cocked his head at the old man, before the circle on his "face" morphed into an upward crescent shape. "Ah, no biggie, Grandpa. I was planning to go Four Arms, but Upgrade works just as well." As he spoke, the green circuit lines on it's body flashed with every word. Ben took most of the shopping bags and his already dripping ice cream from Gwen. "Although, I could use a little rest. This heat is really killing me..."

"Good." Max smiled. "Because we're spending the weekend with your Aunt Vera."

The alien stared at Max, the circle serving as his face widened in alarm. "Wait, Aunt Vera? As in the same Aunt Vera who pinches cheeks so hard, she leaves bruises?"

"Now don't be too harsh on her, Ben. She was really excited to see you in particular."

Ben grumbled and melted to the ground in a grump, much like his ice cream, which he simply absorbed into his mass.

"This ought to be great..." Gwen mumbled, taking a lick from her plain vanilla ice cream. She knew Ben was a little averse to Vera, and she was sad to say she wasn't too fond of her either. She tended to be a little… eager when it came to greetings.

A few feet away, the truck quite literally fell to pieces, leaving little more than a pile of scrap behind. Ben could sense the questioning gazes of the two standing next to him, and grumbled a little more. "...What? Alien techno-blobs get peckish too, you know?"

About an hour later, the Rust Bucket was trundling through the open desert on their way to meeting Aunt Vera, much to the disappointment of the cousins, who were taking steps to prepare for the dreaded cheek pinches, unavoidable as they were, and by taking steps, in actuality, Gwen was covering her cheeks in some sort of cream, while Ben was stuffing his face in a bag of potato chips. 

“Okay,” Gwen said, placing the now empty tub in a trash can under the table. “That softening cream should at least make those pinches not hurt as much, I think. Now, what’re you doing?”

“Simple. If I grease my face up, Aunt Vera won’t be able to have as good a grip and her fingers should slip right off. It’s quite a brilliant idea if I do say so myself.” Ben said proudly, holding the open bag out toward Gwen.

“Sure, if you want to fast-track your way to pimples and acne at an early age.” Gwen managed to snag a few chips before Ben snatched the bag back with a glare.

With nothing else to do, and Max focusing on the road ahead, the pair just decided to look out the window, pouting.

"Wow," Gwen remarked, staring at the lack of scenery, or really anything, outside. "When Aunt Vera said she wanted to move away from it all, she really meant it."

“Tell me about it,” Ben huffed, popping another potato chip in his mouth. “Why the heck would anyone build an old people’s home out in the middle of the desert? It makes no sense!” 

Ben placed the bag down and sighed, gazing up at the ceiling. 

"I can't believe it. This summer was supposed to be about F-U-N, fun! Why can’t we just visit Great Aunt Vera during Christmas, or her birthday, or whatever?"

"Oh c’mon, Doofus, Great Aunt Vera's a little kooky, but she’s not that bad," Gwen stated. “Besides, we’re not there for long, just one little weekend. Surely, even the ‘Great Ben 10’ could survive that?”

Ben gave no response at first, instead flicking his gaze down to her. 

“Watch it, dweeb.” He said, after a moment or two, before nodding in agreement. “Okay, yeah. One weekend. I can do that..."

Meanwhile, in a retirement complex a fair few miles away, wiping the sweat from her head, Vera Tennyson had just finished tidying up her front yard, preparing it for her guests. She stood up and took a step back, marvelling at her ornaments.

“Boy, that was hard work, I’m sure Max’ll love it!

Just then, her front door opened, and out stepped a young lanky boy with blond hair, wearing a yellow shirt with a brown vest, grey shorts, and square-lensed glasses, holding a cold drink in his hands.

“Here you go, Grandma! One glass of fresh lemonade!” He said with a gap-toothed smile, passing it off to Vera. 

“Why thank you, Clyde,” She grinned, taking a tentative sip from the glass. “Mmm, I must say, your lemonade-making skills are getting so much better! You absolutely must tell me your secret~”

“Y-You mean it? Really?” Clyde said, pride swelling up within him. “Wow, thanks, Grandma! That means a lot!” 

Vera smiled. “Why don’t you go make sure everything inside is in order? Don’t want the house to be out of shape for our guests, now do we?”

“Uh, r-right! On it!” Clyde rushed back in, tripping over his feet at the doorway, and Vera could only sigh at the boy’s clumsiness; it’s something he had to work on, especially if he was living on a farm.

“Your grandson seems to be in a chipper mood today,” Vera turned with a smile to see her neighbour steadily hobbling up the driveway. “He must really want to make an impression on these kids.”

“But of course, Marty!” She said, facing him fully. “I haven’t seen Max and the kids for a while now, and Clyde’s always excited to meet new people, even if he always gets a bit nervous. He’s even become much more careful than usual!” The sudden sound of glass shattering from the open doorway made her wince slightly. “Sort of.”

Marty chuckled in response, stepping over to his door. “Well, you’ll have to call me over at some point, I’d like to meet these kids you’ve told me so much about.” 

“Hmm, maybe I will~” As the two elderlies bid their farewells, Marty stepped inside his home, and immediately headed for his couch, hoping to catch the latest installment of his new favourite show. Perhaps they would finally resolve the cliffhanger they’d left off last week? He couldn’t wait to find out.

Marty reached for the remote to switch on the TV but was instead greeted with a dirty-green gelatinous mass that quickly squelched up his arm and splattered across his face, cutting off the sounds of his screams before anyone could hear his struggles.

"This is going to make my head hurt..." Ben sighed as the Rust Bucket entered the retirement compound. "Their idea of excitement is probably watching grass grow, or something like that."

Unfortunately, Gwen had long since tuned him out and was instead engrossed in her laptop. Rolling his eyes, he turned away from her and looked out of a window, just in time to witness one of the senior citizens slip off of his roof after attempting to fix a satellite, only to then pull off a BACKFLIP, and land square on his feet.

"Whoa!" He exclaimed, prodding Gwen’s arm. "Did you see that?"

Gwen looked up and scanned the surroundings. There were a few elderlies playing shuffleboard on the street, but nothing too out of the ordinary.

"See what?" She asked after a moment. "There’s nothing out there but old people doing old people things. I’m guessing the heat’s probably fried that itsy-bitsy brain of yours."

Ben sighed and shook his head in annoyance as she returned to her laptop. ‘And I thought we were getting somewhere. Once a dweeb, always a dweeb, I guess…’

He knew his thoughts were irrational, but in the short time he’s had the watch, he’d seen a lot of odd and wacky things, and while an old man jumping off a roof didn’t seem too weird in comparison, it was still strange. What’s more, the elderly woman he landed next to didn’t so much as raise an eyebrow at the otherwise strange experience. 

Almost as if it were completely natural.

‘So, either the yoga classes here are top-notch, or there’s something much weirder about this retirement village beyond the old people smell...’ And if the strange looks the Rust Bucket was now getting from the residents as they passed by were any indication, Ben was highly inclined to believe the latter option. 

But before he could think on the matter any further, the Rust Bucket pulled up and Max told them they had arrived at Vera's place. Ben grimaced from the harsh glare of the summer sun the moment he stepped out of the RV, using his hand to shield his eyes from the harmful rays.

"Seriously, what's the actual point of living in the desert?" Ben grumbled, before suddenly yelping from a spray of water landing on his neck.

"Hey!" He shouted at a smirking Gwen holding a squirt gun. She chuckled mischievously and ran ahead, and yet Ben couldn’t be too mad with her; for one, the water had actually cooled him down a little, and two, he had more important things to worry about anyway, like preparing for the imminent greeting of Vera.

As he stretched his arms, Ben noticed one of the neighbours watching him from the house next door. He gave a polite wave, only for the elderly man to drop his jaw a good few inches lower than what should be humanly possible and snarl at him, cracking his neck disturbingly before shutting the blinds.

‘Geez. They sure know how to make you feel welcome here, don't they?’

"Max!"

“Vera!”

Ben’s attention was stolen away as Vera stepped out of her home with a smile, and hugged Max. The cousins glanced at one another, preparing themselves as Vera pulled back and reached for them.

"I can't believe you're finally here!" Vera said, hugging Gwen before pinching her cheeks, which earned her a groan of pain. Ben snickered before Vera moved onto him. "And look at you both, so grown up!" She repeated the same process, and Ben moaned painfully in response. 

"Well, come on in!" Vera said, leading the group inside the house. "I can't wait to introduce you kids to Clyde!”

“Clyde? As in Clyde Fife?” Max said, an eyebrow raised. “ Haha, I haven’t seen him for quite a while!”

Lagging behind to massage his aching jaw, Ben felt eyes on him and spotted the neighbour staring at him through the blinds again. 

‘Yeah, there’s definitely something going on here.’ He thought as he and the neighbour had a staredown. ‘And I’m going to get the bottom of it.’ 

With that, Ben narrowed his eyes at the neighbour, who blinked in surprise, before the boy followed his family inside. 

The interior of Vera's house was pretty much exactly what he expected. The walls were a boring shade of beige, the furniture and decorations looked rather bland, and the air was filled with an intense stench of… something. 

"Why do old people's houses smell like someone's cooking socks or something?" Ben mumbled, his sinuses cringing after taking a whiff of the strange odour. Still, he’d take the weird smell over baking in the sun and getting heatstroke. 

"Says the doofus whose favourite smell is grape smoothies and exhaust fumes on a cold morning."

Ben jumped in fright at Gwen’s sudden reply, having not realized she snuck up behind him. He rolled his eyes in response. "Whatever. That’s different anyways..." 

“Clyde! Come meet Max and his kids!” Vera called out, and the boy in question peeked his head from around the corner, looking very nervous. “Ben, Gwen, this is my grandson, and your cousin, Clyde Fife. He lives at a farm a few states away.”

“…H-Hi…” Clyde squeaked out, giving a small wave, but quickly hid behind the wall again. 

“He’s a little shy, bless him,” Vera whispered to Max, who nodded in understanding. “Since he’s too busy helping his parents out, Clyde’s not had a lot of time to socialize.”

Ben couldn’t help but overhear, and he sympathized with the blond almost instantly. After a moment or two, Clyde stepped out from his cover and took a breath, before making his way to the cousins, who both gave a kind smile, which seemed to reassure the blonde slightly. Ben decided to initiate first contact.

“So, Clyde, right? Great Aunt Vera said you live on a farm? What’s it like?” 

Clyde’s eyes immediately brightened up. “It’s always really busy, and there’s a lot of hard work involved,” He spoke with great interest, a clear difference from the shy boy he had been just a minute ago. “But once you get a good hand on it, it’s pretty easy to get through.”

Later, the group sat down at the table, having finished lunch, which was a surprisingly normal plate of roast pork and mashed potatoes, and were now awaiting dessert. 

Ben, Gwen, and Max had been listening intently to Clyde’s stories about where he came from and what he liked to do in order to help him come out of his shell.

“...and then, when I’m older, I’ll get to run the farm myself! Or at least, that’s what my old man tells me. Right now I’m not as good as he wants me to be, but I’ll get there eventually! I hope…”

Ben nodded with great interest, picking a sliver of pork from his between his teeth, but before anything else could be said, Vera walked out from the kitchen and placed a plate of food on the table. The food in question was an orange Jell-O mold, with white and brown blobs inside. Ben nearly threw up in his mouth at the sight of it jiggling around, Gwen looked slightly pale, and for some reason, Clyde seemed rather excited.

"Vera, this is delicious," Max said, eagerly tucking in. "What are these brown chunks in the mold?"

"Pork chops left over from the roast." She replied as if something like that was completely normal. "And the white chunks are cauliflower."

The kids gulped in disgust, but Clyde tucked in with almost as much fervour as Max did. 

"Well, That's Jell-O ruined for me." Ben groaned, quickly pushing his plate away, Gwen instantly following his example. "I'm gonna have to pass, we had take-out on the way here."

Vera seemed surprised for a moment, and Ben worried he’d offended her, but then an understanding smile settled on her wrinkled face. “Oh, that’s okay, Ben. I know you kids aren’t as used to this stuff as your grandpa and I are. I should have a couple of ice pops in the freezer instead if you want one.”

As Gwen practically launched out of her chair to get the much more favourable desert choice, Vera leaned forward in her chair, steepling her hands together.

"So Ben, what have you been up to this summer?"

"Dealing with bad guys and alien lifeforms," Ben said, rather bluntly. Max suddenly almost choked on his food and Clyde simply gave him a weird look.

Vera paused for just a second, her gaze flicking to the watch on his wrist for just a second before chuckling. "Oh, you kids and your crazy imaginations~ Oh, Maxy, what have you been teaching these kids?” Vera glanced at Max at that last part, her tone suddenly becoming sickly sweet as the temperature of the room dropped like a stone.

Max sweatdropped and pulled at his collar, chuckling nervously. “Oh, just taking them to science museums and that. Their imagination tends to run a little wild sometimes. You know how it is.”

“Mm, I’m not sure I do~” 

Ben furrowed his brow at the exchange between the two but crossed his arms and said nothing more, turning his thoughts to more important matters. Gwen, on the other hand, had returned with a singular ice pop, and noticed a model bird collection sitting on the fireplace; she was immediately drawn to a red bird sitting on a branch.

"Aunt Vera? Is that a stuffed red-billed North American Chickadee?"

"How perceptive, Gwen," Vera gasped in delight, completely switching attitudes. "And did you know the song of the red-billed North American chickadee is actually-"

"-a call indicating alarm or excitement?" Gwen finished before the two imitated a bird call in unison. Ben rolled his eyes and left the table to go look out the window to the street, his eyes scanning every inch of the street, searching for any oddities. He needed to go investigate outside, but just how was he going to sneak out without alerting the others? He didn’t want to just simply walk out the door, as he worried that might upset Vera. 

As he stood there in thought, he heard footsteps walking toward him and looked up to see Clyde standing next to him holding out a bowl of chocolates in his hands. "Would you like some candy, Ben? They’re quite nice!”

"Sure, why not?" Ben said as he took one and popped it into his mouth. 

Coffee-flavoured, he noted, but not unpleasant. He’d actually enjoyed the new espresso flavour Mr. Smoothies had released just before the summer, even if it did give him one hell of a stomachache about an hour later. 

Having said that, Ben internally grinned, thanking Clyde for essentially handing him a ‘Get Out of Jail Free card’ on a silver platter.

"I have to use the bathroom!" Ben abruptly yelled, racing for the hallway, much to the confusion of the others. When he slammed the door, he made a mental note to apologize to Vera and Clyde for the sudden exit once he returned, but what he was about to do took top priority. After all, there was something weird going on, and it wouldn’t be very heroic to just sit by and not investigate it.

He then looked down at the bulky watch and began to shift through the different silhouettes until he stopped at one specific icon that made him shiver, just at the sight of it. Steeling his nerves, he slammed the core down and a flash of green light enveloped his form. 

When the light faded, in Ben's place hovered a ghost-like alien with a gaseous appearance and clawed hands. Black seams travelled all over its grey skin, and the watch badge peeked out from under the skinfolds of its chest 

"Ah, Ghostfreak... I actually got the one I wanted this time..." He rasped, his purple eye peering down at his form, examining and flexing his fingers.

Ghostfreak was not a transformation he particularly favoured for many reasons, like the transformation process being more painful compared to the others, or the fact he always felt weird every time he used this alien, often less caring and more violent. He’d passed the last one off as a personality quirk, like XLR8’s competitiveness or Wildmutt’s savagery, but it still felt odd, almost as if someone else was-

Ghostfreak shook his head at these thoughts; he was running on limited time, after all. "Now to get out of here..."

The ghostly alien poked his head through the wall and found Vera showing off her seashell collection to a rather interested Gwen. The temptation to prank the redhead was almost irresistible but as fun as it would’ve been, Ghostfreak didn’t want to waste any more time, so he phased through the walls of the house and into the street to begin his investigation.

And what an investigation it was. 

Within mere minutes of sneaking out, Ghostfreak had already mentally recorded many peculiarities that asked more questions than they answered, but one, in particular, came to the forefront of his mind the most.

‘Why are there no children or younger adults around?’ He thought, his eye scanning the street. ‘Surely many of the elderlies around here must have loved ones visiting often, despite the heat?’ 

Indeed, as he floated down the street, he spotted many elderly people just milling around, doing their thing, but there was no trace of anyone younger than 60 around - no kids chasing one another with water pistols, no parents keeping a close eye on them, not even a single moody teenager hiding out in secluded spots. 

Quietly phasing through the houses, Ghostfreak closely monitored the residents, eye shifting in confusion at their strange behaviour, too strange to simply be old people antics. One was vacuuming their walls with said vacuum pointing the wrong way, another was frying a houseplant in a pan, pot and all, and yet another seemed to be watching pure static on the TV. That last one didn’t seem too out of the norm - Ben had often spotted many old people back home in Bellwood laughing at TV static - but it was still unnerving, to say the least.

There was one instance where he spotted an old lady trying to swat a fly, which he thought seemed normal at first, until she suddenly sprang up, clung onto the ceiling, and munched it like a frog. That alone made Ghostfreak recoil in disgust, but when she landed back on her feet and spun her neck Exorcist-style, he was very glad that alien ghosts are physically incapable of throwing up.

“This is seriously creeping me out now...” He rasped, but at least it confirmed one of his theories; the old people were most definitely not human, that much he was sure of. Vera’s creepy neighbour - ‘Marty, she called him’ - his weird behaviours made much more sense now. Maybe he should have a little chat with the old man, and see if he can’t squeeze some info out of him.

Just then, the light hum of an electric motor from behind drew his attention, and Ghostfreak spotted the man himself driving past in a golf cart, a large rolled-up rug on the back. Some nearby lawn sprinklers turned on, spitting water across the grassy area, and much to the ghostly alien’s surprise, Marty panicked and wildly veered the cart away from the droplets. As he drove away, sighing in relief, Ghostfreak looked on in suspicion, his eye narrowing.

"Speak of the devil, and he shall appear... I wonder what Mr. Friendly's up to..?" Ghostfreak tailed the old man, making sure to keep close, and moments later the golf cart stopped at a small area lined with dumpsters and sealed off with a chain link fence. Marty lifted the rug onto his shoulder, but as he approached the gates, his legs stretched far beyond normal length, and he stepped over it with no effort at all. 

"This place just keeps getting weirder and weirder by the minute..." Ghostfreak stated, shaking his head in exasperation as he phased through the gate. He watched Marty shove a heavy dumpster container away with one hand, revealing a hidden trapdoor in the cement. 

Just as Marty started to open the trapdoor and the staircase hidden underneath the Omnitrix started beeping rapidly, signalling a timeout, much to Ghostfreak's panic. 

“NO!”

The accompanying red light and noise reverted him to human form, and Marty contorted his face to the back of his head with a horrific squelching sound, snarling angrily at him.

"That is wrong on so many levels!" Ben gasped in disgust. Dropping the rug with a loud thud, Marty then twisted and morphed around the rest of his body and screeched inhumanly, his jaw stretching lower than his chest, green slime flying everywhere. His heart racing, Ben made a beeline for the gate behind him, scrambling over it like a monkey, and dashed straight for Marty’s golf cart.

As Marty gave chase, hissing in rage, Ben threw himself in the driver’s seat and floored the gas pedal, and the cart raced away. He zipped down the street and was having difficulty keeping the cart controlled in his panic, but he swallowed the fear down and focused on the road ahead. However, as he looked back, his dread quickly returned; despite the speeds the cart was travelling at, Marty was not only keeping pace, but he was also gaining. 

“Crap, crap, crap, crap, crap!” Ben swerved the cart out of the way as arms stretched past and tried to snatch him out, dodging Marty’s attacks with varying degrees of success. 

Suddenly, the cart jolted as the roof caved in with a heavy thud, and Marty’s upside-down visage peered into Ben’s view from above. 

“Aw, hell!” 

As he reached in to grab the boy, Ben swerved the cart from side to side, trying to shake Marty off. This time, Marty wasn’t going to by denied so easily and tightly wrapped his hand around Ben’s right arm, wrenching it away from the wheel and earning a pained yelp. The old man snarled and leaned in for the kill, his remaining hand grabbing for Ben’s head, his head twisting round and his jaw unhinging, when the cart suddenly hit the curb with a sickening crunch.

Ben, Marty, and the cart went sailing through the air before landing hard, the steel frame buckling and crumpling from the impact as it bounced across the road, before finally coming to a stop right by a tree. 

Crawling from the smoking wreckage, Ben winced in pain, his eyesight slightly blurred and his head pounding like heck. He tried to stand up, bringing a hand to massage his aching brow, only for a sudden wave of nausea to bring him back down, and was made aware of his stomach screaming in pain. Instead of making things worse for himself, Ben remained sitting, trying to bring his eyesight back to normal, when he spotted an unmoving Marty laying facedown a few feet away. 

Ben’s breath hitched in his throat, and he made a second attempt at standing up, using the cart to steady himself, when the old man suddenly snapped his neck upwards and growled at the boy.

Marty pulled himself up, a constant hiss coming from his mouth, green slime pouring from between the gaps of his yellow misshapen teeth, and unfortunately looking to be in better shape than he was. Clutching his stomach, Ben slowly backed away until his foot bumped into something behind him. He looked back and spotted a golf club, gleaming in the sunlight like treasure. Ben reached for the object, gripping his new weapon tightly.

As he readied to defend himself, Marty’s arms shot out and reached for him, the hiss shifting into a loud roar. 

"FORE!" Ben yelled, swinging the golf club full-force at the old man.

Now, since Ben was still suffering from the effects of a mid-speed golf cart crash, and was faced with a seemingly indestructible enemy with no juice left in the watch, he wasn’t exactly thinking straight; what he had expected when he swung the club was to knock Marty back, stunning him long enough for Ben to make his escape, or at least buy time for the watch to recharge.

What he didn't expect was for the club to cleave right through Marty’s neck.

The old man’s decapitated head fell to the grassy floor, his body collapsing soon after. For a moment, Ben stared impassively at the fallen man, but soon the realization of what he’d just done quickly caught up, and he went pale.

‘What did I just do…?’ 

Ben felt sick to his stomach, and put a shaking hand to his mouth, dropping the club. Marty’s head lay on the grass, his wrinkled features twisted in surprise, glassy eyes staring right into the horrified boy’s soul. The longer Ben looked, the more ill he felt, and for a moment he genuinely felt like throwing up, but then he noticed Marty's headless body twitching about. 

Then it stood up, torso jerking and joints cracking as it faced Ben, and Marty’s face contorted into a wide slasher-like grin, looking almost as if it just played a great joke on him. 

The head melted away into nothing, and a new one grew from the stump on its neck, bulging like some unsightly blister until reforming into Marty’s twisted visage. With a quick glance at the still-recharging watch, Ben backed up as the old man lumbered toward him, but he lost his footing and fell on his butt with a pained yelp. 

Marty stretched out his arms toward the helpless boy, who screwed his eyes shut in fear, when unbeknownst to Ben, the watch suddenly flashed green and sent a small charge of energy to a few nearby sprinklers, setting them off. 

Marty screeched, halting in his advance, and ran off in the opposite direction while Ben just sat there, completely oblivious to his clothes getting wet. 

"...What the hell was that about?!" He screamed, head in his hands. Ben knew he had to get back to Grandpa and Gwen, to Vera and Clyde, and warn them all of what was happening. But as he tried to pull himself to his feet, his body screamed in pain as the rigorous motions caused him to stumble and collapse back, so he slowly moved into a sitting position.

‘But first, I’ll just… wait here for a bit,’ He thought, his chest rising and falling rapidly as he tried to control his breathing. Ben glared down the road Marty had disappeared down, his unblinking gaze flitting all across the street for any signs of trouble. ‘Yeah, just for a bit.’

Later that night, back at Vera’s house, Gwen was assisting Clyde with the dishes from lunch while Max and Vera had gone to have a ‘private discussion’. The redhead had wondered what it was they were talking about, but she knew it was rude to eavesdrop on a conversation she wasn’t involved in. Although, when their ‘private discussion’ sounded like it was turning into an argument, it took all of Gwen’s willpower to not give in to her curiosity, so she instead turned her mind to other things in order to distract herself, like helping Clyde wash the dishes with a side of chatter.

“I’m sorry for being so down, Gwen, I just… really thought we were really connecting, you know?” Clyde sighed, scrubbing dried sauce off a plate. “Maybe I was a bit too forceful in trying to make friends? I don’t know…”

Gwen felt two strong emotions battling within her; concern for the despondent taller blonde next to her, and frustration for her doofus cousin just blowing them all off like that. Eventually, her sympathy won out, and she placed a hand on Clyde’s back, giving it a few reassuring pats. 

She could get angry at Ben when he came back from wherever he went gallivanting off to.

“Don’t worry about it, Clyde,” She said with a smile. “It’s not your fault at all, blame my doofus cousin for running off like that. He never thinks about how anyone else feels when he does what he wants, and I don’t think that’ll ever change.”

“Now Gwen, you know very well that isn’t true,” A stern voice from the hallway grabbed their attention, and Max stepped into the kitchen, looking a little tired. “Ben thinks about other people's feelings all the time, he’s just a little… rough around the edges, that’s all.”

Gwen wasn’t convinced, however. “Sure, that perfectly excuses him bailing on us for no reason!” She huffed, crossing her arms. “I swear, when he gets back, I’m gonna give him a piece of my mind!” 

As if on cue, the front door opened and closed, and Gwen rushed out to the hallway to chew Ben out. “Finally! Do you know how worried we were--”

Whatever argument she had cooked up in her head quickly faltered as Ben staggered toward them; his clothes were all roughed up, his right arm had big red marks across it, his hand was pressed against his forehead while the other clutched his stomach, and he winced every time he took a step. 

Max followed her out and paused at the state his grandson was in, but before they could even ask what happened, Ben held up a hand to halt any questions and wordlessly limped into the bathroom, shutting the door behind him.

Gwen stammered in confusion as the boy acted as if he hadn’t just snuck out. Anger swelled up in her, and she strode over, hammering her fist on the door.

“Doofus, get back out here! Where the hell have you been?” Other than the sounds of running water, there was no response. “Do you realize how much you hurt Great Aunt Vera by sneaking out? Open up, will you?!” 

Still nothing.

Gwen threw her hands up in frustration and stormed off to sit on the couch, while Max stared at the bathroom door with an odd look in his eyes. Clyde popped his head out of the kitchen to let them know he was going to bed but didn’t receive much of a response aside from a small grumble from Gwen. As the blond despondently left for his room, the pair waited for what seemed like hours until Ben finally exited the bathroom, now donned in bandages wrapped around his head and forearm.

He sighed in exhaustion, before looking up and noticing the two staring at him with differing looks; Max looked concerned as his gaze flitted between his injuries, while Gwen looked like she was about to pop a blood vessel. Ben inwardly smirked at the last one. He gave a lazy grin and held a hand up in a casual greeting.

“Hey.”

Gwen’s brow twitched in annoyance. “‘Hey’? You disappear for a few hours, making us all worried sick for you, and all you can think to say is ‘hey’?!” Ben rolled his eyes and frowned, choosing to instead walk to the kitchen and start rooting around in the freezer. “And now you’re looking for snacks?! Just how insensitive are you?!”

Ben shut the freezer door with a little too much force and faced his cousin, holding an ice bag to his stomach and giving her an equally annoyed look.

“Wow, that’s rich. Here I am, looking like I’ve just been run over, and the first thing you can think of is to moan at me? Really feeling the love and concern here, Gwenny.”

Gwen sputtered in anger, unable to put it into words until Max thankfully stepped in and diffused the argument before she could throttle her cousin. The redhead chose to simply sit and glare at Ben as he looked away and hobbled over to the window, wishing she could kill people with just a glance.

“Okay you two, I got some really big news!” Ben said, wincing with every step. “I had a bad feeling about this place earlier, but it is much creepier than I thought!” 

“Ben, what happened?” Max asked, raising his eyebrows in concern as Ben shut the blinds, seeming oblivious to his injuries.

“Okay, look, I’m sorry for sneaking out on my own and stuff. It was a bit hot, and I just needed to cool my head a bit, and I swear I’ll apologize to Great Aunt Vera and Clyde tomorrow, but that's not important right now, because I saw a lot of messed up stuff while I was out. Now, first, I saw a bunch of old people acting weird, and at first, I just chalked it up to elderly antics, but I noticed everyone was doing it, which isn’t normal in itself. Then Great Aunt Vera’s neighbour, Marty, turned into this weird monster thing with stretchy arms and stuff and tried to eat me--”

“Ben, Ben!” Max interrupted, placing his hands up to placate the clearly anxious boy. “Whoa there. I meant what happened to you? How did you get these injuries?” 

“Hmm? Oh, it’s nothing, I just got into a little road rage incident with an angry shapeshifting old geezer. It ran off before I could lay the beatdown on it.” Ben waved it off as if a cut on the head was little more than a minor inconvenience. A thought came to his head and Ben quickly moved to lock the door, much to their confusion,

“I’m just making sure nothing gets in,” He explained. “This could be the last uninfected house on the street, and I don’t want any of those things getting in and hurting us. Gwen, go check the windows in the other rooms.”

“‘Infected’? Doofus, what are you babbling about?” Gwen stood up, hands on her hips. “When I said the heat fried your brain earlier, I meant it as a joke, but I didn’t think--”

“NOW, Gwen!! Do it!” Ben suddenly yelled, his teeth bared. Gwen flinched at his raised voice but quickly moved to do her assigned task with a silent nod. Thankfully, the house was quite small, so it didn’t take long for Gwen to return, noticeably more quiet than usual. Max frowned and was about to admonish his grandson, but Ben abruptly cut him off before he could utter a single word.

“Right, here’s the plan,” Ben started, pacing around and wincing with every step. “We’ll wait here until the next morning, then we go investigate what happened to the old people. I’m thinking this is probably an ‘Invasion of the Body Snatchers’ thing, meaning that whatever these things are, they’re replacing all the old people. I have a hunch that the trapdoor I found while tailing Marty might lead us somewhere, but I don’t know.

"My initial thoughts were to check out Marty's home, but since everyone in this place is acting weird, that probably isn’t going to work. Besides, he could be home right now, and I really don’t want to fight those things again until I figure out their weaknesses because they are really freaky, lemme tell you. I have a small theory on what it could be, but I’m not--” Ben’s rambling was suddenly cut off as he doubled over, clutching his stomach and grunting in pain. “...I think I need to sit down for a minute.”

Max rushed over to help the boy into a chair and lifted up his shirt, grimacing at a large black and blue bruise the size of a football right on Ben’s stomach. “I’ve got some ointment in the Rust Bucket. I’ll be back in a moment.”

He made to get up, only for Ben to clutch his arm in a vice grip, “Wait! Don’t go out there! You could get hurt, and I don’t know if I can protect either of you like this…” His face was deathly pale and his eyes were riddled with fear. It was a look Max had seen once too often, and it broke his heart to see it on the face of his grandson of all people. Max wanted nothing more than to stay and coddle the scared boy, to tell him everything was okay, but his injuries would only get worse if they weren’t treated.

“I’ll only be gone for a minute, I promise. I won’t get into any trouble, okay? If I’m not back in five minutes, then you have permission to go alien and come get me yourself, okay?” Max said, and it took a good few minutes for Ben finally nod and release his grip. Once Max had stepped outside and shut the door behind him, Gwen finally decided to speak up.

“I’ve never seen you act like that before, doofus. To be honest, it kinda scared me a little. Was what you saw really that bad?”

Ben was silent for a moment before he slowly nodded. “Yeah, it was.”

“Do you wanna talk about it?” 

Ben shook his head. 

“Alright. We can just sit here in silence if you want?”

Ben nodded once more. True to her word, Gwen didn’t say a word, not even as Max came back almost a minute later, making sure to lock the door after a hardened look from Ben, and treated his wounds. 

Once Max had done all he could, the three just sat in the living room, Ben staring out the window, his hand twitching closer and closer to the watch, and Gwen and Max keeping an eye on him. The grandfather clock ticked ominously as if counting the seconds to their doom, and yet, Ben found the sound rather calming. 

Then night fell, and Gwen announced she was going to bed, muttering a good night to Ben before heading to her room. Max stood up a few minutes later, placing a hand on Ben’s shoulder.

“C’mon, Ben. Time for bed.” Ben didn’t move an inch, not taking his eyes off the gap in the blinds, but the message was clear; ‘I’m not moving from this spot, and you can’t make me’. Max sighed and relented. “Alright, I’ll leave you alone. Tomorrow morning, we'll check things out together. Now get some rest, okay? You’ll need the energy, trust me.”

With no response from the boy, Max sighed in resignation and left the boy alone. Ben listened to his grandpa’s footsteps trail away, then waited for the bedroom door to open and close, before returning his full attention to the window, his brow furrowing.

Sleep? 

He didn’t need sleep, he needed answers! 

Well, what he actually needed was to make sure everyone was safe, but against an enemy like this? Ben needed all the answers he could get. At least the last few major villains he’d faced had a glaring weakness - they were nothing without their tech, but this was an alien lifeform completely separate from his own group of ten, and he had no clue how to beat them. 

Pulling out a notepad from his knee pockets, Ben set to work recounting his fight with Marty, jotting down every single detail he could remember, but since he was so engrossed between his findings and looking out the window, he was completely unaware of a weird green blob slithering on behind him.

Meanwhile, Vera sat on her bed, glaring at an object in her hands. It was a metallic white badge with black accents around the sides, and a red dot in the centre. 

Gritting her teeth, she clutched the badge tightly, wishing she could almost crush the accursed thing, but after a few moments, her anger relented, and she relaxed her grip. As she placed it back inside, something else inside caught her eye, and she fished it out.

It was an old photo, depicting a younger - and happier - Vera and Max standing among a group of other people, all of whom were wearing grey jumpsuits. She looked over all the familiar faces with a misty gaze; they were all good friends when it was originally taken, but over the years, they’d drifted away, and she was very much sure some of them were long gone by now. 

Wiping her tears, Vera placed the photo back into the box, shutting the lid and sliding it back under her bed. After settling into bed, she slowly drifted off to slumber, unaware of something watching her, waiting for the right moment. Once Vera had finally slipped into unconsciousness, it pounced.

When the sun finally rose the next morning, Ben found Max's bedroom completely empty and initially freaked out at first, until he found a note informing him that his grandpa had just gone on a little scouting trip, to scope out the trapdoor Ben told him about, and promised he’d be back soon. 

As much as he wanted to go after him, to protect him, Ben knew he’d be leaving the others completely defenceless, and it seemed Max thought the same too, as he added instructions to stay behind and protect the others. So he listened, informing his cousin of Max’s whereabouts when she woke up, but kept a watchful eye on the front door, hoping the next thing to walk through it wouldn’t try to smash their heads in.

In the meantime, all they could do was wait. While Gwen was making a nice… something for Vera, Ben sifted through her fridge, attempting to find something of interest for breakfast. "Prune juice, prune juice, and... Oh, what a surprise! Look Gwen, more prune juice!"

“Ooh, could you pass me some?” Ben looked behind him to see Clyde walking in, a wide buck-toothed smile on his face. The boy quirked an eyebrow but shrugged and handed the blond a carton, which he took with glee, before taking a seat at the table. Ben followed soon after, having given up his search for anything normal, and instead fished out an ice pop from the freezer.

“Seriously, what is it about prune juice old people love?” He grumbled to the other two, rubbing his stomach and wincing in pain for a second. “I just don’t get it - is it the taste or something? 

“I think it’s to act as a laxative, to help with upset stomachs.” Clyde offered, to which Ben stared at him in disgust. “Uh, t-that’s what Grandma told me, anyway.”

Ben held a hand up, “Hey, don’t worry about it, it’s cool.” He assured the blond. “Now I know to steer clear of the prune-flavoured smoothies if Mr. Smoothies ever releases one, so thanks.”

“Yeah right,” Gwen suddenly snarked, “You not trying a new flavour of Mr. Smoothies is the day the universe ends.”

“...Touché.”

Just then, a set of footsteps drew their attention to the hallway. Vera walked into the kitchen, so Ben finished off his ice-pop and opened his mouth to apologize for sneaking out yesterday, but then he stopped. 

Something about her seemed… off. 

"Good morning, Aunt Vera," Gwen greeted the elder with a smile, unconcerned with the uncharacteristically blank look on Vera’s face. "How did you sleep?"

"Just... fine," Vera said, her cheery tone replaced by something more monotone. Ben immediately tensed up at this, alarm bells ringing in his head. "How about you?" She asked the three, though her attention was solely focused on Ben, her eyes boring holes into his head.

"Fine, just fine,” Ben repeated, giving Not-Vera an equally scathing stare. Thankfully, before he made any rash decisions, Gwen stepped in.

"I made you some breakfast, Great Aunt Vera!" She offered, holding a tray of buttered toast, a mug of coffee, and a glass of water. She only took a single step before tripping up over her own feet, and the goodies on the tray went flying, smashing to the ground.

As Gwen quickly apologized, the spilt liquids slid across the floor to Not-Vera’s slippers. This had the hilarious but highly unnatural side-effect of Not-Vera jumping up in a panic, throwing out her legs, and performing a perfect split between the walls. Ben’s eyes went cartoonishly wide, Gwen gasped, and Clyde dropped his glass of prune juice in shock.

"Clean it up! Clean it up right now!" She barked at the redhead, who flinched but quickly moved to grab a towel.

Once the floor was bone-dry, Not-Vera finally planted her feet on the ground, clearing her throat and stretching her neck rather grotesquely. Her eyes trailed to the open door to Max’s room.

"Where did your grandfather go?"

"He said he was going for an early walk," Gwen said quietly.

"Well, behave yourselves. I'll be back soon," Vera ordered blankly, turning to leave the house. After she closed the door behind her, Ben crossed his arms, gritting his teeth and mentally punching himself; how could he let Vera become infected by those things too? Some hero he was.

"They got to her too," He growled, lips peeling back in a snarl. “She's one of them now…”

"One of what?" Gwen asked.

Ben’s eyes narrowed, "Whatever's possessing these old people. We've got to do something. I can’t just sit around while… whatever’s out there is running around hurting people - that's not what heroes do." 

“What’re you guys talking about?” The pair froze, having somehow forgotten about their third member sitting with them. 

Clyde stared at the pair with utter confusion, and Ben massaged his head, realizing he needed to inform the blonde about what was going on, amongst… other things. He gave a look to Gwen, who stared back at him with worry, before nodding.

Ben sighed, and faced Clyde, placing his hands on the table. “Alright Clyde, sit tight, ‘cause we need to tell you a few things…”

It took around a quarter of an hour for the pair to tell him about their adventures over the past few days, about finding the watch and saving a campsite from giant robots, about stopping a raving lunatic from transforming Washington D.C. into the world’s largest petting zoo, about saving a giant monster from poachers, and about Ben’s suspicions of the infected community. 

When they’d finally finished, Clyde sat there with a tight face, staring down at the table in deep thought. Ben and Gwen glanced at one another, sharing a grimace, before looking back at their cousin.

Ben started, “It’s okay, Clyde. You don’t have t--”

“I believe you.”

The Tennyson pair blinked in surprise. 

“Wait, really? You believe us?” Clyde nodded and looked up at the pair with a hardened gaze.

“I may not be good at many things, but I can read expressions pretty well. You don’t look like you were lying, but I can tell you were both nervous, so I appreciate you telling me about this. Now, if Grandma Vera is in danger, then tell me what I can do to help.”

Ben had been so taken aback by Clyde’s sudden mood change, he almost didn’t hear that last part.

“Well, Grandpa hasn’t come back, and since holding down the fort is a bust, I suggest we should head out and look for him.” Ben stood up and walked over to the window. “At first I was worried about leaving the house, just in case more of those things came for us. But, I’m feeling much more confident now that I’m sure of how to beat them.”

He turned around to face Clyde, a wide grin and half-lidded eyes on his face.

“First, I need some painkillers. Second, I don’t suppose you happen to have any water guns, do you?”

“...Eh?”

The sun was still rising by the time the kids left the house, armed to the teeth with their weapons of choice; Ben had a hand near the watch, Gwen dual-wielded a water pistol and repurposed spray bottle, and a nervous Clyde clutched a large super soaker. 

Ben kept a watchful eye for any signs of a red Hawaiian shirt as he led Gwen and Clyde into an alleyway, deciding it was a good idea to keep them off the streets, lest they be spotted by a hostile elderly. 

"So, where to, Sherlock?" Gwen asked, before her cousin suddenly pressed himself against the wall, and motioned the others to do the same.

Ben peeked his head around the corner, and narrowed his gaze; a fair distance away stood Not-Marty among a group of seniors conversing with one another. Ben only caught faint whispers of what they were talking about, but then he spotted Not-Vera approach the assembled elderly folk, so he leaned closer to gain some idea of what they were saying.

"Is the food supply ready for transport?" Not-Vera asked.

"The pods are in the final stages of gestation," Not-Marty replied, then his brow furrowed. "What about the young ones? Any sign of them?"

"Too chewy for my liking," Not-Vera sighed and shook her head. "They need to age more before they get nice and tender."

"For once, I ain’t talking about eating," Not-Marty snarled, rubbing his neck. "The boy with green eyes, he suspects too much. That, and he really did a number on me - my neck still hurts from yesterday.”

Then, Not-Vera gave an evil smile. "Well, I've got the perfect solution to deal with him. Don't you worry." 

‘That’s ominous…’ He thought.

The elderlies soon dispersed in different directions, and Ben leant back into the alleyway, trying to make sense of what he heard, before relaying his findings to the pair behind him.

“F-food supply?” Clyde’s face paled. “They’re g-going to eat my grandma?” 

“Not if I can help it,” Ben declared. “But, at least we know all the old folks are still alive.”

“But where?” Gwen asked. “If we knew where they were keeping those pods…”

Ben looked down in thought for a moment, before realization snapped into his brain.

"Of course! When I followed Not-Marty yesterday, he looked like he was shoving something into a trapdoor in the garbage disposal. If I'm right - and I’m really hoping I’m not - that might’ve been the real Marty,” Gwen shuddered at that, “which means that could be the entrance to their food storage.”

Ben peeked his head out once more, and once the brunette had made sure the coast was clear, he motioned the other two to follow him. Ben remembered enough of the path he’d taken as Ghostfreak while following Not-Marty to retrace his steps, and before long, the dumpsters came into view.

"It’s this way." 

"Just follow the disgusting smell," Gwen scrunched her face up, holding her nose.

"Well, I guess that's one way of putting it…" Clyde chuckled nervously, his grip on the super soaker tightening with every step.

However, as they inched closer to their goal, the trio noticed a pair of elderly ladies playing shuffleboard. The moment they locked eyes with the kids, their lips peeled back in a snarl, revealing their sharp yellow fangs. One reeled back their sticks and batted a puck so hard, it tore through the frame of another cart and embedded itself in the wall behind them.

Ben's eyes widened. "RUN!!" 

He shot off, quickly followed by Gwen, but Clyde stood in place, frozen with fear. Ben whipped around and tackled the blonde aside, narrowly missing another puck. 

“Move it!” He yelled, and snagged Clyde’s collar, dodging a volley of projectiles before taking cover behind a corner. The trio struggled to catch their breath, backs against the wall. 

“Now what?” Gwen panted.

Ben looked at her for a moment, before turning and peeking his head around the corner, only to quickly duck back when a hockey puck suddenly whizzed by, missing him by mere inches.

“Okay…” Ben squeaked out, before clearing his throat. “So good news, we’re super close to where we need to be, like literally a few steps away.”

“...And the bad news?” Clyde asked.

“The guards have real good aim, so we can’t get through the entrance.”

“We could climb the walls?” Gwen suggested, pointing to the wall behind them, but Ben shook his head.

“That’s gotta be at least 10 feet, and while I’m sure you’re a rock climbing expert or something, I don't think you can make that.”

“Okay then, hero,” Gwen placed her hand on her hips. “Then why not go alien and bust our way in?”

“Time limit, remember? I’m saving the watch for when we’re in danger, okay? I don’t want to waste it just in case this trapdoor is a bust.”

“I’d say this whole thing counts as ‘dangerous’, doofus! We’re going up against an entire town of freaky alien old people, all of whom want to kill us, or worse!”

“Yeah? Well what if I time out when we’re surrounded, dweeb? We’d be completely screwed, and no-one would be saved, all because I used the watch at the wrong time!”

“Guys, what’s going on?” 

Ben and Gwen’s eyes widened, and the trio turned to find Max approaching them, a concerned expression on his face. 

“Grandpa!” Gwen shouted. "They're everywhere!"

“We’re heading to the trapdoor right now,” Ben explained. “We think that’s where those things are keeping all the old people. They even got Great Aunt Vera…”

“Oh, really? That’s a shame.” Max said, a strange tone in his voice. “Well don’t worry, I’ll protect you…”

Max knelt down and stretched his arms out, offering a big hug to the kids. Gwen looked ready to accept right away, while Ben seemed hesitant, but before either could rush into his arms, a jet of water hit Max in the face, causing him to reel back, screaming in pain.

Ben and Gwen whipped around to see Clyde pointing the super soaker at Max, an oddly serious look on his face halting any exclamations they had.

“That’s not Max.”

A low growling from behind made Ben and Gwen freeze in place, sharing a look of fear with one another before slowly turning around to see ‘Max’ slowly pull himself to his feet. 

He spun around, peeling back his lips to reveal his yellowed, jagged teeth, and a melted eye, glowing red and very angry.

“You… wretched fleshbags!!” Not-Max cracked his neck and stretched his arms out to grab the kids, but Ben shoved Gwen and Clyde to the side, just managing to duck under his reach himself. 

Before Not-Max could mount another attack, Ben activated the watch, the green light illuminating his own glare. To hell with waiting for the right moment.

“Now they’ve gone and made it personal…” Ben snarled and slammed on the core, the ensuing flash replacing his form with that of a familiar orange hide, causing Not-Max to step back in surprise.

“A Vulpimancer?! How did you-” Not-Max was interrupted by a furry arm smacking him away. Wildmutt growled viciously at Not-Max, daring him to come forward while ushering Gwen and Clyde behind him. 

Getting to his feet, Not-Max scowled at the new threat before unhinging his jaw, rearing his head, and giving a tremendous ear-grating roar to the sky.

Wildmutt backed away, unsure of what the fake copy of his grandpa was up to until a series of distant screeches and bellows gave him the answer he wanted; the imposter had just called for reinforcements.

‘Not good…’ Not wanting to waste time, Wildmutt turned to the wall and thrust both arms forward, smashing a hole through to the dumpsters, but a pair of leathery arms latched onto him and tossed him away. 

With the canine alien out of the way, Not-Max roared and charged straight for the scared kids, only to be tackled down by Wildmutt, who started chomping down on his arms, growling and snapping.

“Get off me you mutt!” Not-Max snarled, trying to get out of Wildmutt’s grip, but his jaws were clamped down tightly. 

Gwen and Clyde took that as their chance to move and dashed for the improvised entrance Wildmutt had made. While Clyde kept a lookout, Gwen began searching for the trapdoor Ben had mentioned. 

“C’mon, where is this thing?” She muttered with urgency, her eyes wildly scanning every nook and cranny of the enclosed area. “I swear to God, doofus, if you’re wrong about this, I am totally making sure you get eaten first!”

“Uh, G-g-gwen?” Clyde stuttered from behind her. The two shuffleboard ladies had clambered over the gate and hissed at the boy, so he took aim with the super soaker and fired. “D-do you think you could find that t-trapdoor a little faster?”

“I’m trying!” She snapped back as the surprised imposters dissolved into piles of green muck. Without their pucks, those elderly ladies didn’t seem as threatening as earlier. “But that idiot didn’t tell me where it was, so I don't--”

A glint in the corner of her eye led her gaze to a large green dumpster, and just to the side was a handle sticking out from the ground.

“There it is!!” Gwen rushed to the dumpster, Clyde following quickly behind her. “Help me move this thing!” The pair grunted with effort to move the dumpster off the trapdoor, but it barely budged an inch. 

Suddenly, the sound of horrific screeching drew their pair’s attention; Clyde and Gwen looked out the gate and immediately paled at the sight of a horde of elderly sprinting at them from down the street, some almost climbing over each other to close the distance quicker. Within seconds, several were already scaling the gate and walls, landing inside and giving the pair wide grins that did not promise fun times. 

An ear-splitting scream tore out of Gwen’s throat as a few hunched over, ready to charge and tear them apart, when the wall to the side suddenly burst open, and a body slammed into one of the elderlies at the front, knocking them over.

Not-Max righted himself, a hand to his head as he groaned in pain, but before he or any of the other elderlies could figure out what was going on, a brown truck came flying through the hole and smashed bumper-first into Not-Max and a group of the elderlies, crushing them underneath before exploding in a magnificent ball of flames. 

“NO!! Grandpa!!” Gwen yelled in hysteria, before the culprit of the explosion appeared in her field of vision; Wildmutt was snuffling in her face, trying to get her to focus on the mission at hand, but she was having none of it. “Ben, what the hell did you just do?!! You just-”

Wildmutt rolled his head around as if making up for the fact he had no eyes to roll and gestured to the flaming wreckage behind him. Gwen’s gaze followed and widened as a formless slime-like being flowed from the burning car, morphing and twisting into a false imitation of Max Tennyson. 

“Oh… right…” Gwen said, her anger flowing away. “That’s… not Grandpa…”

Not-Max glared at the three, growling in rage as the flames licked at his feet, before tossing his head back and bellowing into the sky once more. Wildmutt’s response to that was to heft the dumpster behind him onto his shoulders, before hurling it at the fake, knocking him off the improvised platform and crushing several other elderlies underneath. 

An annoyed rumble passed through Wildmutt’s throat as he shook his head, then turned back to rip the trapdoor off its hinges. As the canine flung it behind him, Clyde almost felt sick to his stomach when he watched the trapdoor vertically bisect one elderly who had tried to lunge at them amidst all the confusion.

A hairy paw snagged the collar of his shirt, and Clyde suddenly found himself sitting on Wildmutt’s back, sitting behind Gwen, who was clenching the canine’s fur with whitened knuckles.

“Hold on, tightly!!” Gwen yelled, and Clyde only had a second to grip a few tufts of orange fur himself before Wildmutt dove down into the opening. 

Unfortunately for the three of them, the transformed child had misjudged just how steep the drop was, and all three were now falling at quite a pace.

"AHH! We're gonna get squished!" Gwen screamed, holding onto the canine for dear life. "And I don't think dogs can land on their feet!"

As the trio plummeted, Wildmutt gave a few snorts and growls, before slamming his claws into the nearest rock face. Using it as a springboard, Wildmutt leapt from rock wall to rock wall, trying all he could to slow their descent, until finally landing on the cave floor with a loud thud. He bit back a pained whine as his injury flared up, and settled for a moment, mindful of the two children on his back, sure that they would be dazed and ready to vomit, when it came to his attention that one was still screaming. He swung his head back to check on his redheaded cousin, ready to jokingly reassure her, only to find her staring at their second passenger in confusion.

“Clyde!” Gwen shook his arm. “We’ve landed! Cut it out, will you?!”

It took the blond a good few seconds to realize they were indeed okay, and not squished pancakes. “Oh, sorry…” He said sheepishly, rubbing the back of his head in embarrassment.

“Okay,” Gwen sighed, “Now that that’s out of the way,” She turned her now irate gaze onto Wildmutt, and started hammering her foot against his skull. “Are you crazy?! Does the expression 'look before you leap' mean anything to you? We could’ve been seriously hurt!!”

Once again, the canine seemed to react with little more than annoyance, which only infuriated the redhead even more, but before she could begin to rip into him further, an echoing hiss drew their attention upwards. 

Much to their alarm, the seniors had started flooding in through the entryway high up; many began crawling down the walls not too dissimilar to a spider, while the more impatient ones simply fell through, descending to the ground at a rapid pace. One splattered on the cavern floor just a few feet away but was already beginning to reform. 

"Move it! Now, now, NOW!!" Gwen cried as elderly people started raining down on them, exploding into green goop. With an affirmative bark, Wildmutt shot off down into the tunnels. 

As he raced through the caverns at high speed, Wildmutt became aware of a familiar feeling crawling throughout his body; all the running around and fighting that fake copy of his grandpa had sapped what little energy he still had, and his injuries from the previous day still hadn’t fully recovered.

Yet the echoing screeching and hissing coming from behind pushed him to run faster and faster, and ignore the exhaustion and pain seeping through his muscles; he could rest once he’s saved everyone, but first, he had to get the two on his back as far away from danger as fast as possible.

However, an intersection lay up ahead, so Wildmutt was forced to slow to a stop. As Gwen and Clyde hopped off his back, the canine practically sagged to the floor, panting in fatigue. Giving the tired pup a few pats on the head, Gwen analyzed the area, spotting several tunnels leading off into branching paths.

“These tunnels must go under the whole complex.”

“Do you think we lost them?” Clyde asked, his gaze pointed back the way they came.

“No clue,” The redhead replied, looking back. “I don’t hear them, so maybe?”

The lack of noises behind didn’t exactly calm the trio, as it could only mean one of two things; either they really had left the creatures behind in the dust, or the more likely scenario, they were planning a sneak attack. That alone forced Wildmutt to his feet, and tired as he was, he knew he needed to protect his family; they were defenceless without him. 

Suddenly, his senses flared up, screaming ‘DANGER, DANGER’, and sure enough, the canine detected an unknown presence standing in the tunnel directly to his left. It quickly lashed out its arms at Gwen, so Wildmutt clamped his jaws down on the attacker’s appendages before it could grab her, and swung them into the wall. 

Wildmutt moved to protect Gwen and Clyde, baring his teeth at the imminent threat, only to become almost feral when he realized just who the attacker was.

Not-Max hissed back and charged, wrapping his arms around Wildmutt’s neck, before tossing the eyeless canine over his shoulder, slamming him on the ground brutally. As Wildmutt struggled to his feet, Not-Max started pummeling the poor mutt, beating him to the ground with a wide grin on his false face. 

Finally, with one kick, Wildmutt was beaten into the ground, unable to get up. But before Not-Max could land the finishing blow, a jet of water landed squarely on his back, causing him to roar in pain, dissolving into a puddle of green liquid. 

“Ben!” Gwen and Clyde came rushing to the alien canine’s aid. “Are you okay?” The blonde asked, placing a hand on his neck. Wildmutt gave a pained whine, indicating that no, he was not okay. At all.

Gwen chuckled, “I’ll take that as a n-urk!”

Suddenly, Gwen found herself unable to breathe as a pair of mouldy-looking arms wrapped themselves around her and Clyde’s necks, lifting them in the air and Not-Max rose from the puddle, looking even more misshapen; now his skin was a sickly shade of green, his hair little more than thin strands, and the entire left side of his face was covered in glowing red eyes.

“I don’t know how you managed to evade us for this long, human,” He sneered, tightening his grip, causing the kids to struggle in his arms and gasp for air. “But it ends now-OOF!”

An orange fist suddenly shot into Not-Max’s gut, forcing him to release his hold on the children, before he was sent flying into the wall, crashing with a grunt of pain. He only had a second to recover before Wildmutt rammed him into the wall, pinning the fake against the rockface. 

Wildmutt gave a frightening roar that echoed through the caverns, spittle and what looked to be foam of some sort dripping from his teeth. The canine bit down on the frightened Not-Max’s neck, throwing him around and smashing him on the ground like a chew, before tossing him across the cavern floor.

Immediately, Wildmutt chased after it and raised his arms above his head for one almighty smash, when Not-Max shifted his form before him, in an attempt to catch him off-guard. 

“Haha… you wouldn’t wanna hurt ol’ Grandpa Max, now w-” A pair of clenched fists slammed right into the imposter’s face before he could finish, his head exploding into small green globs of slime. 

But Wildmutt didn’t stop there.

Gwen and Clyde were all but forced to watch the carnage unfold before them. The cavern was filled with streaks of green goop and the bellows of a wild beast.

Mercifully, Wildmutt finally tossed the unrecognizable pile of mulch that was Not-Max into the wall with such force, it crumbled and collapsed on it. 

As the last stone fell and buried the remains underneath, all fell silent. The only sounds came from the panting alien creature standing a few feet away. Gwen and Clyde looked at each other, apprehension in their eyes.

“Ben?” Gwen nervously called out. “Are you… okay?”

Wildmutt suddenly paused before slowly turning to face the two kids, who began backing up. 

“Uh… Ben..?”

A low growl came from his mouth as he leaned down and slowly advanced toward them, his teeth bared.

“Ben, cut it out! This isn’t funny anymore!” Gwen yelled, but her transformed cousin didn’t seem to respond.

And then, he charged.

Time slowed for the two kids as two tonnes of furry muscles and teeth bounded toward them at blinding speed. They were unable to do anything but screw their eyes and brace for their imminent demise.

But then, right as Wildmutt pounced, by some miracle, the watch finally decided to time out. After a few beeps and a red flash, the canine alien was replaced by the small form of Ben Tennyson, which flew into Gwen and knocked both to the ground.

“Gwen, are you okay?” Clyde yelled.

Pinned to the ground, Gwen tried to pry her cousin off her. “Doofus, get off me! I’m going to--” But the sound of soft snores from the unmoving brunet caused her anger to waver for a moment, replaced by annoyance. “Don’t tell me…”

Indeed, Ben Tennyson had fallen asleep on her, and it didn’t look like he’d be waking up any time soon.

“Great…” Gwen groaned, as Clyde moved to help her, a look of barely-concealed amusement on his face. 

That was how only a few minutes later an incensed Gwen found herself piggybacking her exhausted cousin through the labyrinth of caverns and twisty tunnels, with Clyde at her side keeping a lookout for any more elderlies. 

She was getting tired, what with all the walking and carrying about, her clothes dampened with sweat, and her matted hair stuck to her face. The musty smell assaulting her sinuses was seriously starting to drive her crazy, and the walls were dripping with some weird greyish-green muck.

Not even using Ben as a shield from the muck brightened Gwen's mood, and if they didn’t find any sign of Max, Vera, or any of the other elderly people within the next five minutes, Gwen was sure she was going to have a mental breakdown. It didn’t help that every drip that landed on her head was pushing her closer to the brink.

“Gwen, look.” Thankfully, Clyde had come in clutch and saved her sanity.

“Hmm? What is it?” Gwen followed the blond’s finger and spotted an obstruction ahead. The tunnel had been blocked off with several wooden boards and large clumps of moss, slime, and vines. 

“Something tells me we’re on the right track.” 

“Freaking finally!” Gwen yelled in frustration, gently setting Ben down. “C’mon, help me get rid of these planks.”

Following a moment’s hesitation, Clyde stepped forward and assisted Gwen in tugging the wooden boards out of the way. The pair made quick work of the weak blockade, as there were no screws or bolts or anything, just dried slime, which made their job a lot easier. Light was beginning to seep through the gaps, but there was one larger board that refused to budge, however, and that really started to get on Gwen’s already frayed nerves. 

“COME ON!! MOVE IT, YOU STUPID, STUPID PIECE OF--” But no matter how hard the pair pulled, the board would not shift. “ARGH!!”

At that point, Gwen simply gave up and walked back, hands screwing her eyes shut. She took a few deep breaths, counting to 4 and back in her head, before letting out a watery chuckle. “We’re going to die down here. We’re going to die to elderly slimy alien… things from outer space, and it’s all your fault, Ben!!”

She whipped around and pointed at her unconscious cousin, who was completely unable to defend himself. “If you hadn’t gotten yourself hurt, we’d be able to get through here much quicker! Or better yet, if you hadn’t snuck out at all, we could’ve had a nice, fun, stress-free visit with Great Aunt Vera, and none of us would be here in the first place!!” 

“You don’t need to shout at him, Gwen, i-it’s not his fault at all…” Clyde said, but Gwen was having none of it, as she whirled around and fixed her teary glare on him.

“And why are you defending him? He didn’t even apologize for basically running out on you - if anything, you should be even madder at him, since he’s the reason we’re stuck down here!!”

With her rant finished, Gwen stood in the hallway panting and faced Clyde, who was silent for a moment, looking away from his cousin. 

“True,” Clyde agreed, but then his eyes met Gwen’s. “But think about this - if Ben didn’t sneak out at all, we never would’ve found out about this whole scheme until it was way too late, and Grandma and Great Uncle Max would be gone forever. So yeah, I was hurt at first, but now I see he had a good reason for why he left, so as far as I’m concerned, apology accepted. Forgive and forget, you know?” He finally noticed Gwen’s shocked expression, and his eyes widened in surprise. “W-well, i-if he apologizes, anyway.”

Gwen’s eyes drifted to the unconscious Ben before she sighed and nodded. “...I guess you’re right. Sorry for yelling, by the way.” 
“It’s fine, don’t worry.” Clyde waved it off with a smile.

She gave a light smile of her own in return, then turned her attention to the large grime-covered wooden plank blocking the way. “But how are we going to get through here? We’re not strong enough to move this thing ourselves, and it could take ages before Ben wakes up.” 

Instead of giving a response, Clyde walked up to the board and planted his shoulder onto it before digging his feet into the ground. It took Gwen a second to guess what his plan was, and she wordlessly joined him in executing it.

At first, it seemed pushing it out of the way was just going to bring the same results as pulling it would, but then their efforts were rewarded with the relieving sound of creaking wood. Little by little, the wooden board was shifted forward slightly as the pair shoved as hard as they could. 

“Almost… There…” Gwen grunted with effort. “Just… gotta give it… one more shove!” She suddenly stepped back, grabbing a surprised Clyde by the wrist and dragging him back with her. “On three!”

Clyde furrowed his brow in understanding and nodded. “One!”

“Two!” The pair hunched over and readied themselves. 

“THREE!” As one, the two rammed their shoulders into the plank, which stood for all of one second before finally giving way, but with all their momentum and nothing to break their fall, the two landed roughly on the ground. 

Clyde groaned in pain, pushing himself to his knees, and once he cleared the dust from his eyes, gasped at the sight before him.

The tunnel opened up onto a high ledge overlooking a spacious cavern, which was littered with a sea of murky-green egg-shaped pods, and sitting right in the middle was a large green and purple circular structure, one that held a shape similar to the flying saucers from old sci-fi movies. 

“Gwen, I think we found their spaceship.” He said but only got a moan from the redhead in response. Gwen pulled herself up, her hair now messy and her skin covered in grime, but otherwise okay. 

Once the blond boy had hefted Ben onto his back, he and Gwen cautiously made their way down the side of the cavern and quietly waded through the multitudes of pods around them. What unnerved them the most is that each and every single one held an elderly person within, some of which they identified as part of the swarm of rabid elderlies that attacked them - to Gwen’s immediate left, the two shuffleboard players, and to Clyde’s right, two pods ahead, was Vera’s neighbour Marty.

"It's like everyone in this place has been podded up, but why?" Gwen said, a shiver crawling down her spine as she peered at all the lifeless faces inside the pods until she paused at one in particular. 

And floating inside was a face she recognized very well.

"Grandpa!" She gasped, gaining Clyde’s attention, who set Ben down against one pod and rushed over to help.

Digging her nails into the translucent membrane, Gwen ripped the pod open with a degree of effort, and Max tumbled out, a puff of musty gas quickly following him out. Clyde and Gwen rushed to catch the old man before he fell to the ground, and already he was recovering from his impromptu nap.

"Ugh…I was out for a walk and then…," Max groaned, blinking away the last remnants of sleep from his eyes. "I… I can't remember what happened next…" As Clyde helped him to his feet, Max’s hazy vision spotted Ben resting against another pod. “Ben! What happened?”

“Doofus fought one of those slime aliens up close and almost got creamed, but luckily, Clyde managed to save him by spraying water at it. Turn’s out they really hate the stuff. Like, super bad.” Gwen explained, crossing her arms. She decided it would be better to leave out Wildmutt going rabid on them for now - they had more important things to deal with at the moment anyway.

“Guys, I found Grandma!” Clyde yelled out. 

Like that.

Gwen looked over and spotted Clyde standing at least a few feet away (how did he get over there so quickly?), and before him was a pod containing a slumbering Vera. Leaving Ben with Max, she walked over right as Clyde tore open the membrane to let her out, and assisted with catching her before she hit the deck. 

“Oh, my head…” Vera groaned, rubbing her head. “Clyde, dearie…? Where are we?”

Clyde opened his mouth but nothing came out - just how was he going to explain all of this to sweet old Grandma Vera? He took a deep breath and began to explain--

“Long story short, we’re under attack by aliens from outer space who can mask themselves as old people, we’re currently their underground lair, and we gotta save everyone in the entire village before those things come back. Got that?” Gwen interrupted, much to Clyde’s annoyance. She spotted his glare and shrugged in response. 

“What? In case you don’t remember, those things were chasing us earlier and are probably gonna be here very soon, so we don’t exactly have time to waste explaining things, okay?”

Clyde humphed, but he couldn’t exactly argue with that logic. His only concern now was how Vera would take it, but much to his surprise, she didn’t look confused, skeptical, or even worried for their grandniece’s sanity. 

No, instead, there was a look of understanding in her eyes, and only a single eyebrow raised otherwise. 

And then she nodded.

It was at that point Max walked over with Ben in his arms, and Clyde was thankful for that because he very much felt like his brain was going to short-circuit from trying to figure out why Vera was so okay with all of this.

“Oh, Ben… What happened to you?” Vera fawned over the injured boy, placing a hand on his cheek. 

“That’s what’ll happen to us if we don’t get these people out of here right now,” Gwen said and moved to the pod next to Vera’s, only for her voice to suddenly stop her.

“I wouldn’t do that if I were you…”

Only it wasn’t her voice.

The Tennyson family quickly snapped their gazes to the tunnel Gwen and Clyde had come through only minutes before, as the fake elderlies poured into the cavern, led by Not-Vera. Some, like Not-Marty, stood side-by-side with her, while others clung to the walls like insects, hissing at the unwelcome intrusions in their lair. 

“Yeah? Well, too bad, because you’re not me!” Gwen yelled and drew her water pistol, but Not-Marty lashed out an arm and knocked it from her grip before she could fire, sending it flying far behind them. 

“Of course not. At least, not yet!” With a wide slasher grin that sent chills down Gwen’s spine, Not-Marty, Not-Vera, and the rest of the elderly folk finally dropped their masks and morphed into their true forms - milky-green gelatinous creatures of various shapes and sizes with skin like mucus, large clusters of orange eyes and tentacular arms, and rather horrifically, visible pink organs within their bodies.

Gwen recoiled in disgust at their appearance and backed away with the rest of her family as the swarm surrounded them from all sides, advancing as one and forcing them into a corner until they were pinned against the solid metal surface of the creatures’ ship. Then Vera’s palm brushed against one spot in the hull, and the entire wall behind them disappeared, causing the four to trip over themselves in surprise and collapse into a pile - at the same time, the horde of creatures came to a stop too.

“They’ve found our stock!” One cried with a gurgly voice. “We can’t let them out!”

Clyde was the first to recover and get to his feet and discovered more green pods already loaded inside nestled around the ship in neat groups, each containing a senior citizen.

“Guys!” He called out, getting the attention of the others. “There’s more back here!”

The creature that used to be Not-Vera shifted its body to look at the rest of its people and spoke with a twisted, gurgly imitation of Vera’s voice. “Get the rest of the pods on board, they’ve been marinating long enough.”

“Marinating?” Max said, looking back at the pods. “You were going to eat them?”

“Indeed…” The one formerly known as Not-Marty hissed. “Us Limax are born hungry, and we crave aged meat. We came to this world for a light snack on our way to a much greater feast, and now we’ll be taking our--AARGH!!”

Not-Marty bellowed in pain as a jet of water landed straight in his face, causing the creature to melt in place. The rest of the Limax jumped back in shock, frightened by the liquid that had just dissolved one of their numbers, and the Tennysons stared in shock at who exactly fired the shot.

“That’s for my grandnephew, slimeball!” Vera growled, hefting Clyde’s super soaker in one arm. “Now get off my planet!” 

“Whoa, Great Aunt Vera?” Gwen gasped in awe. “When did you get so awesome?” 

“Good question, but let’s wait until after we’re not surrounded before we chat, okay hun?” Gwen nodded in response, before digging into her backpack and pulling out a pair of spray bottles, passing one to a grateful Clyde. 

Once the Limax had gotten over their shock, one tall and lanky member pointed at the Tennysons - who had huddled themselves together into a battle stance - and let out an ear-piercing shriek. The rest of the horde suddenly charged forward at the shout, a tsunami of green gelatin, yellow teeth, and pink organs rushing straight for the family, who braced for the onslaught.

Suddenly, Ben’s eyes snapped wide open. 

The boy shot out of Max’s arms, putting himself between the two groups, and a green light signaled the watch’s activation and subsequent transformation. Clyde, Vera, and the Limax were frozen in shock as Ben’s form was replaced by the hulking mass of Four Arms, who quickly lifted all four fists to the sky.

As the Limax edged away from the four-armed alien in surprise, he brought them down on the ground with a mighty slam, creating fissures that erupted all over the area before him, which sent many Limax flying back, and many more tumbling even further underground.

One Limax managed to right itself when a red-skinned fist speared right through its torso, the following air pressure causing it to explode in a mass of green slime. Another attempted to attack from behind, only to be crushed flat by a large clod of earth Four Arms had scooped up. Several more tried to use sheer numbers to swarm him, but Four Arms stretched his arms wide and brought them together in a loud clap, causing a mass shockwave that splattered the poor Limax all over the jostled pods.

While Four Arms made short work of the Limax, the Tennyson family stared speechlessly at the violent display before them. While the others were more familiar with Ben’s powers, Vera was still trying to make sense of what exactly she was watching.

“Is that-?”

“Yep.” Said Gwen.

“Am I-?” 

“Nope.” Said Clyde.

“...How did-”

“Long story.” Said Max.

“...Huh.” Then, Vera collected her thoughts and clapped her hands, putting a big smile on her face. “Well, no use standing around! While Ben’s taking care of those things, we’ll get the rest of these pods off this ship. Now c’mon.”

When the other three were finally able to tear their eyes away from the slimy carnage and move to assist her in the removal, Four Arms was doing serious damage to the Limax horde, culling the numbers with frightening ferocity. A few of them had retreated behind the pods for cover, while the rest chose to either run or fight, but no matter what they did, the four-armed alien would get them all the same.

A good few feet away, Not-Vera managed to reform themself from the splatters and globules of their body strewn across the cavern. Their many eyes flinched at the sound of the other Limax suffering under their red-skinned attacker, and they winced as they could hear the panic of one who’d just been caught.

“No, please!! Plea-AAARGGH!!” Their cries were silenced with a heavy slam and a large squelch.

One of the upsides the Limax had going for them in spite of their unending hunger was their durability - with the exception of water, Limax were virtually indestructible. If they explode or are smashed against hard surfaces, they can just reform themselves later. 

It still hurt though.

They peeked out from behind a pod and watched Four Arms stalking around the area like a predator, his piercing green-eyed gaze searching for more of their kind. He was even going so far as the lift the pods out of the way, gently grasping them so as not to disturb the tissue, and then lightly placing them down, all with one hand, while the other three were used to pulverize any unfortunate Limax.

Not-Vera cursed their luck with the Tennyson boy and his ability to change shape. They’d first spotted him leaving the target’s house as an Ectonurite, then escaping into the caverns as a Vulpimancer, and now he was a Tetramand? Just what was this boy? What more could he do?

Their many eyes widened in horror as a terrifying thought came to fruition.

What if he possessed the forms of a Cascan, Orishan, or even, Maltruant-forbid, a Sphoeroid?

That settled the matter - they needed to take the boy down, and quick, then the others would be easy pickings, and there was only one solution. As their eyes began to glow, Not-Vera mentally connected with the rest of the Limax.

‘My brethren, if we are to take the Tetramand out, then converge on my position! Initiate Gestalt formation! This is our only chance for victory!’

All of a sudden, the cavern went silent, causing both Four Arms and the group of humans inside the ship to pause in their tasks. Then, streams of green and pink slime oozed from behind pods, down the walls, and through the ground, all flowing to one spot and merging together. As more and more blobs joined the growing mass, Four Arms was stomping and punching any that passed him by.

“Whatever you are, you just made a big mistake trying to take us all on,” Many voices spoke as one behind him, and Four Arms spun his head to see what could only be described as an abomination forming before him. “Now you face all of us at once! Fear the majesty and hunger of the Limax Hive Brain!”

As it spoke those words, Four Arms fully spun to face the now fully formed monstrosity, which was hunched over but was still half the height of the actual cavern. Its body was a large shapeless mass with a long neck and writhing tendrils for arms, and its face was little more than a mouth like a lamprey and a set of bulging orange and red eyes. But by far the most horrific thing about the amalgamation was the large brain in the center of its body that pulsated like a heart.

Undeterred by this new enemy, Four Arms charged forward to land a punch, but instead of the desired effect of the merged Limax splattering across the cavern, his fists harmlessly sunk into the slimy mass.

Ripping them out, Four Arms let out a wild flurry of blows to the creature, but this didn’t concern the Hive Brain one bit - instead, it simply wrapped a tendril around Four Arms’ waist and slammed him into the cavern wall behind it, then dragged its captive against the rocky surface, before finally throwing him into the ground before it. 

The ground cracked under the impact, and Four Arms slowly pushed himself up, narrowing all four eyes at the creature behind him.

“Now you witness our true strength, changeling,” the legion of voices spoke as the Hive Brain raised its tendrils. “You cannot possibly hope to defeat us. The Limax will consume all, until nothing remains--”

The Hive Brain was quickly interrupted when a large chunk of rock suddenly passed through its mouth, cutting its speech short. Four Arms stood before it, defiant, clutching a giant chunk of earth in one hand. The amalgamation's many eyes narrowed as its body shook in fury.

“Well then, so be it.”

Back at the ship, the Tennysons were working like a well-oiled machine, quickly unloading pods and placing them outside with the rest. Any Limax that didn’t merge into the Hive Brain and were instead trying to save their food were met with sprays or jets of water to the face, courtesy of either Gwen, Clyde, or Vera - as Max had no weapon to defend himself, he made up for it by carrying out several pods at a time, much to Gwen’s surprise. 

‘Good ol’ Tennyson Strength’ he called it, but Vera wasn’t to be underestimated either - when Clyde had been tripped up by a Limax that had targeted him while he was distracted, Vera had shoved the super soaker straight into its back and pulled the trigger. 

“Claws off my grandson, Limax!” Vera snarled as it dissolved with a shriek. She turned to the blond and knelt down. “Are you alright, Clyde?” 

Unable to respond, Clyde chose to nod instead. After watching the extremely uncharacteristic ferocity his grandma was showing to these things, it almost seemed to him that she’d somehow met them before - but that was crazy, right?

Suddenly, an earth-shattering boom outside the ship interrupted his train of thought, and Clyde spotted a battered Four Arms pulling himself out of a crater.

The red-skinned alien dug several hands into the dirt and pulled up huge clods of earth before lobbing them at the Hive Brain, but it was clear the fight didn’t seem to be in Ben’s favour, as the projectiles simply sunk into the slime monster’s mass instead of doing any damage.

Then the dirt chunks were fired out of the titanic-sized Limax at such a velocity that it sent Four Arms flying back, body slamming into the side of the hull with a metallic thud that made Clyde wince in sympathy. The Hive Brain dragged itself forward with a terrifying rumbling, forcing pods out of the way as it approached the ship at a snail’s pace.

With limited time and the family beset by Limax on all sides, Clyde realized the only way to defeat the Limax would be to flood the entire cavern, but how?

Then an idea suddenly shot into Clyde’s head, and he shot off like a rocket. 

“Clyde, come back!” A shocked Vera yelled, arm outstretched to catch him, but Clyde slipped through her grasp and rushed to the dazed Four Arms outside, who had already pulled himself to his feet and was about to recklessly charge the amalgamation once more.

“Ben, wait!” He called out, but he quickly found himself trapped under a glowing green gaze as Four Arms spun his head to stare at him, a brow raised as if to say ‘What do you want?’ 

Clyde almost froze up at his expression, because it looked so empty, and he was sure it wasn’t due to the type of alien Ben had turned into - it was almost as if Ben wasn’t…there, like something else was in control. 

But there was no time to think about that, what with the approaching danger and all, so despite the intimidating stare pointed his way, he steeled his resolve, took a deep breath, and asked his request.

“Ben, you see those pipes up there?” Clyde pointed upward, and Four Arms followed the direction of his finger. Far above them, at the very top of the cavern, was a set of large metal pipes, some of which were letting out small drips. “If we break those, we could finish that thing off. Can you do that?”

Four Arms stared at the pipes for a moment, then at the advancing Hive Brain, before looking back at the blond and giving an affirmative nod. With a grunt of effort, Four Arms crouched down and sprung high into the air, the shockwave knocking Clyde off his feet. 

Like a missile, the four-armed alien smashed into the pipes with brute force, breaking one open, which caused a stream of water to cascade down onto the Hive Brain. It let out a shriek that shook the very walls of the cavern as it writhed around in pain, its slimy body bubbling and hissing as it melted away, but it was still standing. Four Arms brought his clenched fists down on another pipe, and another, and another. 

Soon, a torrent of water was pouring down onto the amalgamation, and the colossal Limax dissolved under the impromptu waterfall, its many voices each letting out their own unique screams of agony as its body slowly dissolved into a murky puddle of green and pink slime.

"NO! YoU CaNnoT defeAT us, MErE inSeCt! nOo!!"

The horrific sound rang across the cavern and caused the Tennyson family to cover their ears, but the remaining Limax had a much different reaction to the sound.

“They’ve defeated the Hive Brain!” One cried. “All is lost, retreat!!”

“But what about our stock? We must feed, lest we starve!” Another said, pointing to the Tennyson family, who’d just unloaded the last of the pods.

“Forget the stock! We must retreat if we are to survive and sate our hunger!” A third yelled.

"I knew we should never have come to this Maltruant-forsaken planet!" A fourth all but shrieked, already making a beeline for the ship, their slimy appendages flailing around over their heads in a panic. "I warned you, but no one ever listens to me!!"

Their numbers drastically lowered, the few remaining Limax made a mad dash for their ship, completely ignoring the pods and the Tennysons, and even fewer actually managed to reach it. Once the survivors had finally slipped inside, the hatch closed shut behind them, and the entire cavern began to rumble as the ship slowly rose into the air. 

With an echoing roar of the engines, the ship - which was much bigger than expected - forced its way through the cavern ceiling and shot off into the night sky, vanishing in the blink of an eye.

Finally, the Tennysons could let out relieved sighs - Clyde leaned back against one of the pods in exhaustion, and Gwen flopped on her back, too tired and sore to even move, while Max and Vera stared out the massive hole the ship had created on its way out. The large pit it also left behind was already starting to fill with water and Limax remains, but Vera knew it was going to take a lot to explain to the owners of the retirement complex why all the water was not working.

Suddenly, a loud smash from behind put the family on guard, but they quickly relaxed upon spotting Four Arms standing up, having dropped down from the pipes above. 

“Ben, are you alright?” Max asked, but the red-skinned alien didn’t respond, and it was only now Max and Gwen noticed his green eyes. “Ben?”

For a moment,Gwen and Clyde tensed up, fearing a repeat of the Wildmutt situation, but then the green glow blinked and faded from Four Arms’ eyes, reverting back to their natural yellow.

“Urgh…” He stumbled forward, putting a hand to his head. “Man, my head hurts…” His four eyes blinked tiredly, slowly looking around the cavern in confusion, before his gaze landed on his family, specifically Max, and narrowed. “Gwen, Clyde, get behind me!” He barked, putting up his fists and gritting his teeth.

Thankfully, Gwen quickly interspersed herself between the two elderlies and the muscular alien before any punches could be thrown, Clyde joining her a second later. “Ben, it’s okay! That’s actually Grandpa and Great Aunt Vera this time, honest!” 

“Yeah, look at their clothes!” Clyde added. Four Arms raised a brow at the blond in skepticism, but one look at their damp clothes told him all he needed - they were, indeed, real. Four Arms put down his arms, and Gwen and Clyde visibly relaxed. 

"Sorry, Grandpa," he muttered. "It's been a real rough day..."

Max smiled, "It's okay, sport. We've all had a rough day it seems."

It was only then that Four Arms actually paid attention to the state everyone was in - the damp clothes, the disheveled hair, the minor signs of dehydration around Max's cheeks, and everyone shared more than a few cuts and bruises with each other.

“So, uh, what happened to you guys? The last thing I remember was fighting a creepy pseudo-Grandpa, then next thing I know, I’m here.” The Tennysons looked at each other with concern, before Max sighed and stepped forward.

“It’s a long story, sport. We’ll fill you in later,” He then gently patted a green pod beside him. “First, we should get the rest of these folk to their condos so they'll think they never left.”

Clyde nodded. “Yeah, but how are we gonna get these people out of here? We’re really deep underground.”

“Give me an hour or two,” Four Arms chuckled. “I’ll see if Stinkfly and XLR8 can help out.”

While Max, Clyde, and Gwen moved to sort the pods into groups, it only just dawned on him that Vera was also here too - how did Ben keep forgetting her? “Oh, uh, hey, Great Aunt Vera. I’m guessing you know everything?”

“Hmm?” Vera perked up at her name and faced Four Arms. “Well, mostly, dear. If you’re referring to the whole ‘turning into aliens’ thing, then yes, I know.”

Four Arms sagged slightly. “This is going to take a while to explain, isn’t it?”

“Just a bit, yes.”

“Aw, man…”

It had been a tough job, but everyone was safely back in their condos by the time morning came around. When the job was finished, the Tennyson family could finally spend some quality time together, but eventually, the time came for Ben, Gwen, and Max to say their goodbyes and depart.

"Don't be strangers now, you hear?” Vera said, wagging her finger. 

"We won't, don’t you worry, Vera," Max assured her, hands on her shoulders, but that didn’t seem to be enough for her.

“Oh, c’mere you!” Vera lifted up her brother in a bone-crushing hug, much to Max’s embarrassment and slight discomfort. While the siblings were saying their farewells, the kids stood a few feet away in their own group.

"It was nice to meet you, Clyde,” Gwen said, embracing the blond, who gave a shaky one in return - it seemed the confidence he showed earlier had been buried once more. 

“Y-Yeah, you too,” Clyde smiled back. Gwen stepped back, and Ben simply held up a closed fist. His stomach still hurt real bad, so he didn't want to make it any worse, and thankfully, it seemed Clyde understood too.

“Hope we can catch up again sometime, dude,” Ben grinned as Clyde accepted the fistbump. “Honestly, thanks so much for helping us with this whole thing. It wasn’t your responsibility to help, but I really appreciate it.”

Clyde blinked, then a bashful smile appeared on his face as he rubbed the back of his head. “I-it’s no problem, really…”

“Ah, Gwen!” Vera’s voice caught their attention, and the trio noticed her walking toward them, holding a greenish jelly mold. “This here is for the road. Ben told me how much you liked my gelatin mold, so this one’s lime flavour, with added vinegar and chickpeas!” She happily handed it to the redhead, who could just feel her doofus cousin grinning at the back of her head. 

“Uh…thanks, Great Aunt Vera.” Gwen just barely managed to suppress a gag so she didn’t upset her - she could let it out when they were back on the road - so she gave a small smile in return. “Bye!”

With that, Ben watched Gwen speedwalk away and quickly pass the gelatin mold to Max, who’d been saying his farewells to Clyde. Then he felt Vera’s attention on her, and his mood changed in an instant as he turned to face her.

“Well, it’s been lovely to see you, Ben. I’m really sorry your visit turned out like this - honestly, I would’ve hoped for a much more peaceful weekend, but I guess that’s the way the butter melts, hm?”

“I guess…” Ben said, his face downcast. “Hey, I just wanted to apologize again for sneaking out earlier--” Vera quickly held up a hand to silence him.

“Now, none of that, please. I already forgave you before, didn’t I?” Vera smiled, placing a hand on his shoulder. “Besides, if you hadn’t done so in the first place, your grandpa and I would’ve become some slimeball’s drive-thru snack, so honestly, I’m glad you did in the end.” Ben’s mood brightened with that remark. “There we go! Now, go on. Keep up the good work fighting all those aliens and nutjobs you were telling me about.”

“You got it, Great Aunt Vera!” After one last gentle hug from Vera, Ben turned and boarded the Rust Bucket, making sure to give one last wave to her and Clyde, who waved in return as the Rust Bucket trundled off.

“We’ll see them again, right Grandma?” Clyde asked once the Rust Bucket disappeared behind a corner down the street. 

Vera chuckled, slapping a hand on his back. “Well, of course, Clyde! After all, we still have the wedding in a few months, and you know I’m not going to miss that!” 

Chapter Text

As morning broke out on the planet's surface, the halls of the Chimeran Hammer were quiet, with little more than the quiet hum of the engines carrying through the corridors as droids methodically paced the corridors, carrying out their various tasks. But then, the relative silence was broken by the piercing shriek from a certain lackey.

“Gah, this infernal tripe is taking too long!!” 

Psyhon was not happy. Well, he seldom smiled unless Vilgax told him to do so, but right now, he was really not happy.

With his master out of action for the foreseeable future, he was now acting commander of the Chimeran Hammer, but since a majority of the remaining droids they had at their disposal had been refitted to fix up the damaged hull, he’d been stuck with all the paper work, filling out itineraries and checking on the repair process. 

In fact, it seemed another report was due in soon, which meant more paperwork. Psyphon banged his head on the desk in frustration. He should be by his master's side, guarding him with his very life, and yet, here he was.

Then the door slid open with a hiss, and a droid entered, halting the mental breakdown Psyphon was on the verge of experiencing.

“Yes?” Psyphon sighed. “What is it?”

“The last of the bounty hunters you requested have arrived, sir,” The droid responded. “Shall I bring them to the training deck so that you may observe their skills for yourself?”

Psyphon’s eyes wided, and a wide grin settled on his face. He jumped up and slammed his hands down onto the desk in excitement.

“YES!” Psyphon paused for a moment and regained his composure, clearing his throat and very pointedly not looking at the dents he'd accidentally made. “Uh… I mean, yes, that would be excellent. Make it happen, quickly now.”

The droid bowed, one claw to its chest. “As you command, sir.”

As the door shut behind the robotic servant, Psyphon leaned back in his chair and settled into thought. With the destruction of two destroyer droids on Earth, Psyphon realized that whatever creature had possession of the Omnitrix was evidently intelligent enough to use it, and would therefore repeat the process on any other robots sent after it. 

Since the Omnitrix was too important to Vilgax to simply leave behind - not to mention what the conqueror would do to him once he woke up and discovered they had abandoned it - then in order to spare their own numbers, Psyphon took it upon himself to contact the most ruthless and dangerous bounty hunters and mercenaries in the galaxy, offering quite the hefty reward for the retrieval of the Omnitrix.

Of course, a lot of offers from the big-name bounty hunters were turned down for various reasons - some like Khyber the Huntsman, Sunder, or Death’s Head either weren’t interested whatsoever, or hung up almost immediately at the mere mention of Vilgax’s name.

‘Ungrateful swines!!' He'd thought at the time. 'Do they not understand Lord Vilgax is destined to be the one true ruler of the galaxy? They should be thankful to be offered a chance to please him!!’

As more and more of them declined, Psyphon panicked and sent offers to every mercenary available, even becoming desperate enough to search for those with less-than-satisfactory reputations or a lack thereof. Thankfully, a few did eventually take the job - he just hoped they’d be as skilled as advertised, otherwise, he was most likely going to burst a blood vessel. 

Just then, a holoscreen popped up on his desk, bringing him out of his train of thought, and an image of the droid from earlier appeared on it.

“Sir, they are ready for you now.” The footage faded to static for a second, before showing a large and empty auditorium. 

Vilgax’s personal training chamber was by far the most fortified portion of the Chimeran Hammer, constructed specifically so his master could fully hone his skills without the need to hold back - at times, Psyphon would often feel the entire ship shudder under Vilgax’s blows - so it would serve as the perfect stage for a demonstration, especially considering a certain pair who’d signed up had quite the troublesome penchant for explosives. 

Pulling out a datapad, Psyphon sifted through the available information of the chosen applicants, before glancing at the holoscreen. At one end of the spacious room, he could just make out an assortment of silhouettes, before a series of spotlights lit them up, revealing a total of eight mercenaries, some with partners and others by their lonesome.

Under the first spotlight were a group of three - two male, one female - each wearing armoured jumpsuits of various colours with built-in rocket packs and black helmets with X-shaped visors. Two of them carried holstered external weapons, though Psyphon wasn't sure why the female had what appeared to be a large drum strapped to her back.

Next was a single mercenary that resembled a fusion between a humanoid robot and a crab, possessing gold and bronze armour, a large and menacing pincer replacing their left hand, and a sword hilt sans a blade strapped to their hip. Their domed head swiveled back and forth, beady yellow eyes staring at their competitors.

Psyphon had to force down a shiver as the third shone upon a duo of grey-skinned humanoids wearing red overalls and yellow trucker caps, and both held what could only be described as piles of junk wrapped in bandages to crudely resemble weapons. The larger, heavyset one leaned against a large cylindrical bazooka, while his weedy partner hefted a rifle in both arms.

The fourth completely dwarfed the others, a lanky mechanical robot that was hidden in shadow due to his size, with the only discernable features being a mismatched body frame, a set of glowing green optics, and a large angular hook replacing his right servo. Psyphon had to admit, it was quite a surprise for a Cybertronian of all things to accept this job, as he was very familiar with their immense dislike for organic species.

The fifth and final lone mercenary wore a shiny grey and black jumpsuit with black armour padding on his shoulders, wrists, knees, and a black helmet with a small green triangular visor. Around his waist sat a black utility belt with an assortment of large pouches and tools.

“Chosen applicants,” All eyes and optics looked toward the image of Psyphon that had appeared in the center of the room. “You have been gathered here on this day because the Great Emperor Vilgax, Conqueror of Ten Worlds, and soon-to-be Supreme Ruler of the Galaxy, has need of your valuable service. Your task is as follows..."

Psyphon's face disappeared, a hazy blue image of Earth taking its place. 

“As I’m sure you are all aware of, the planet above which we orbit is… eurgh, Terra 3,” Psyphon's voice spat, shivering at the mention of the name, before continuing. “...known by the local species as ‘Earth’. Your assignment is to go down to the surface and retrieve this device.”

Earth’s image flickered once more and was soon replaced with a bulky black and white watch. 

“While it may not look like much, the Omnitrix is the key to uniting the galaxy under my master’s heel, so its retrieval is absolutely vital.” The image of the Omnitrix faded, and Psyphon's face appeared once more. 

“Now, I understand some of you may have reservations about setting foot on this accursed planet, but worry not, because the one who personally retrieves the Omnitrix for Vilgax will receive ten million Taydens, plus his personal gratitude!” 

Of course, if he had his way, Vilgax’s gratitude would be sufficient pay enough, but not even the conqueror’s reputation exempted Psyphon from legally reimbursing the bouncy hunters for their services - besides, it was only a mere 10 million taydens.

The mention of such a meager amount had most of the bounty hunters excitedly talking amongst themselves, though it was hard to see what the Cybertronian was thinking, his faceplates shrouded in shadow.

“Now, as for why you’re currently here and not down on the planet, I would like to observe your skills for myself. It’s nothing personal, but I’d simply like to reassure myself that I’m getting my tayden’s worth on this business venture. So…”

Several slots in the walls suddenly opened up, and out poured a horde of disc-shaped scout droids, which quickly swarmed around the bounty hunters. As the mercenaries prepared themselves for battle, Psyphon laid back in his chair to watch the show. He steepled his claws, and his voice dropped into a low hiss.

“...impress me. Begin your auditions .”

Well, the results were certainly pleasing, despite his doubts.

Each of the mercenaries took their turns, demonstrating their various skills with upmost efficiency on the holodrones. While they worked their magic, Psyphon had taken up researching on their backgrounds, just to make sure they were at the very least trustworthy - Vilgax would not be pleased if a lowly mercenary had ran off with the Omnitrix, not at all. 

Unfortunately, with the exception of the trio of Sotoraggians, none of it bore any fruit, as their reputations were either very low-rated for various reasons, as was the case with Kraab and the Vreedle Brothers - he’d need to keep a close eye on Kraab in particular - or were practically non-existent. The lackey was sure the Cybertronian was deliberately hiding theirs for whatever reason, which didn’t really raise his spirits much either.

But it had to be said, while their backgrounds didn’t seem too appealing, their skills were another story, starting with the group of three, Sixsix, Sevenseven, and Eighteight.

Almost immediately, Sixsix shot off into the furthest corner of the ceiling, unfurling what looked to be a long-range laser rifle from his back, and began picking off drones from afar with pin-point accuracy. In contrast, Sevenseven dashed towards the nearest drone to him and sliced it in two with twin buzzsaws embedded in his forearms, then repeated the process on several more surrounding him. Finally, the third, Eighteight, remained where she was, a swarm of drones closing in on her. Then Psyphon's eyes almost shot out of his skull as Eighteight whipped the drum off her back and unfolded it into a black and grey gatling-gun twice her size with frightening ease, which then proceeded to tear the rest of the holodrones apart in mere seconds.

Once the trio finished their audition, the remains of the holodrones flickered away, and they retook their spot in the line-up while the next mercenary scuttled forward.

Kraab, the so-called 'Golden Hunter's technique could be easily described in one word; vicious. Any holodrone that came too close would either be crushed by his claw or sliced apart by his light sword, the glowing yellow blade of the latter instantly carving through the hardlight holograms like a knife through butter. The holodrones that remained at a distance were blasted to bits with several shots from a laser embedded in his cannon, his body twisting and turning on a dime to make sure every shot hit true.

When their turn came, the Vreedle Brothers took a more direct approach in their audition, one that fit under “shoot anything that moves until it’s not moving anymore”. Vilgax’s personal training room was by far the most armoured part of the ship - it needed to be to withstand his master’s immense strength - but even that didn’t stop the Chimeran Hammer from shaking every time the larger brother fired rocket after rocket at the holodrones, each detonation creating a miniature mushroom cloud. For any holodrone that somehow managed to escape the bombardment, the smaller brother would finish them off with their rifle.

When the Cybertronian had their turn, their increased size compared to the rest of the participants meant the smaller holodrones had to be replaced with holographic Shellhead and Scout droids. Despite this caveat, the Cybertronian destroyed them all with little effort, displaying a frightening level of agility far higher than a bot their size would normally be capable of, methodically slicing off limbs with a short sword in one servo, and gouging large holes through the hardlight armour with their hook. In short, the Cybertronian’s audition was nothing short of an absolute massacre.

Finally, it was the turn of the mysterious mercenary who named themself “Hoverboard”. As their name suggested, the mercenary flew about the training room on his namesake, shooting down holodrones with a small but relatively powerful handgun, or capturing them in stasis cubes, and not a single shot missed their target - impressive, for a bounty hunter with no history or background whatsoever. As Hoverboard holstered his weapons and drove his fist into one last holodrone that tried to sneak up on him, Psyphon’s lips peeled back in a wide shark-toothed grin.

Perfect scores, all around.

"Very impressive, absolutely wonderful! Your skills will be of great service to Vilgax indeed,” Psyphon clapped his hands as the mercenaries fell in line before his image. But now came another dilemma; they were all very talented, sure, but how was Psyphon meant to choose between them all? 

Then he had an idea, one that would not only help him choose, but it might even bring the Omnitrix into Vilgax’s grasp quicker.

“As for who shall be the one to retrieve it? Well…” Psyphon paused for dramatic effect. “I have decided to send all of you to the planet’s surface! This mission is now a race. The first one to bring the Omnitrix back will not only receive the reward, but also a place in servitude under Vilgax!” The overwhelming silence was not exactly the reaction he’d hoped for, but there was no time for that right now. “Now, chop chop! Get going, and don’t come back unless you’re carrying the Omnitrix and the remains of the one who dares to keep it from Vilgax’s grasp! Do not disappoint him.”

With that, Psyphon shut off the screen and leant back in his chair once more - things were sure to go much more smoothly now. With the Omnitrix sure to arrive soon, Psyphon can only imagine the praise he’ll receive once his master awakens from his coma.

Unfortunately, Psyphon’s daydreaming was interrupted as the door slid open once more, and another droid walked in, holding a stack of datapads in its arms. Psyphon could only sigh and bang his head on the desk once more as he groaned in despair.

Max Tennyson was concerned.

It had been two days since their visit to see Vera, and the Tennysons had yet to leave the desert, mostly at Ben’s request. Ever since, he’d dedicated every moment of free time he had to training with his aliens and trying to get a better handle on their powers. 

Unfortunately, both the workouts and the heat had forced them to slim down their attires to better deal with the temperature; they still wore their normal shirts, but had switched into shorts - green for Ben, brown for Max - and sandals too.

“Okay… and… finished!” 

Which is why, using schematics from Grey Matter and the combined strengths of Four Arms and Diamondhead, as well as sniffing for random junk throughout the desert, the boy had constructed himself a personal training course. 

When the boy had first gotten the watch, Max had expected Ben to fool around with it. Well, he did mess around sometimes, like any normal child granted power like that would, but if Ben actually wants to take things seriously, then who was he to stop that? 

Although…

“Are you sure you don’t want to rest, Ben?” Max asked the boy standing a few feet away. “Need I remind you that you’re still injured? It won’t heal if you push yourself too far.”

If Ben had any concern for himself, he didn’t let it show. “As nice as that would be, I don’t have time to rest. What if those Limax things come back? Or worse, something else invades Earth that none of my aliens can stop? I have to get stronger, otherwise I won’t be able to protect you two from getting hurt.”

Max sighed in sympathy. It was no secret that the events a couple of days ago had greatly shaken his grandson, and yet all Ben could seem to think about was honing his skills, with little regard for his own personal wellbeing. Max would’ve given some reassurance, but he was interrupted by the door to the Rust Bucket slamming open.

“I can protect myself just fine, doofus,” Gwen said, a sharp bite in her tone as she stepped outside. Like himself and Ben, the redhead had slimmed down for the hotter climate, and was currently dressed in a cat-themed vest, grey shorts, and white flip flops, and was currently spreading suncream on her arms, a folding deckchair under one. “But thanks for the concern anyway.”

“Oh, I’m positive your black belt in karate will deter weird strangers following you at night,” Ben huffed in annoyance, whirling around and pointing a finger at her. “But I seriously doubt it’d do much against a twenty-something-foot-tall alien killing machine !!”

“Whatever…” Gwen sighed and leant back on a deck chair. “Just go play with your Home Alone death trap or something…”

“Thank you! And for the record, it’s called a ‘gauntlet’,” With that said, Ben activated the watch and transformed into Diamondhead, gesturing to a couple of wooden levers made out of old hockey sticks. “Hey Grandpa, can you man the controls?”

“Uh, right.” Max took hold of the levers and focused on his transformed grandson. “Now remember, Ben, don’t try to muscle it. Might isn’t always right. You have to fight smart too. Got that?”

“Crystal.” Diamondhead sharpened and lengthened his hands into blade form. “Now bring it on.”

Max nodded, pulled a lever, and the course began.

First, a line of dummies and mannequins missing various limbs shot up to his left, and Diamondhead immediately swung one bladed arm, cutting through the material with little effort. 

Another lever was pulled, and a small bucket catapulted several empty cans at Diamondhead, who shifted his arms and fired several crystal shards, managing to hit all but one, which clattered uselessly at his feet.

This time Max tugged a rope, releasing a giant tyre that swung on a rope toward the transformed boy. Sensing the incoming object, Diamondhead dodged out of the way and slashed it apart before it could swing back.

As Ben was working through his homemade course, Gwen was trying to use the time to sunbathe and get some actual relaxation in, but due to the racket, that plan was scrapped, so with nothing better to do, she decided to observe her cousin’s training. And, as much as she was loathe to admit it, Ben was doing pretty well. He let nothing get through his defence, and if anything did, he expertly dodged by back-flipping or sidestepping before slicing them to bits. He may be a massive doofus in human form, but when it comes to actually taking things seriously, he'd show such immense focus on the task he was set that it honestly scared her a little.

"Son? Are you okay?" Max suddenly asked, bringing Gwen out of her musing. Her cousin was hunched over in exhaustion, piles of shredded junk at his feet.

"...I’m fine, Grandpa,” Diamondhead panted, his form sagging a bit as he swayed slightly. “Just… keep going…”

Max frowned. “I think we should call it a day, Ben. You need to--”

“I said, I’m FINE,” Diamondhead refuted with a growl and pulled his arms back up. “Now, can we please… just keep going?”

“...If you’re sure, then alright.” Max’s tone was more subdued, and Ben immediately felt a pang of regret in his heart. But he could always apologise later - now was the time to train. “Are you ready?” Diamondhead gave a simple nod in response, moved into a battle stance, and the training began anew. 

Except this time, instead of carving his way through everything like last time, Diamondhead’s movements were sluggish, and he missed almost every target thrown his way. At first, Gwen thought the sight quite comical, but the fun was soon over when a few stray crystals flew in her direction. While they landed nowhere near her, Gwen thought that was enough warning to stop sitting around and find some cover, quickly. 

And she was just in time as well, as the moment she took cover inside the Rust Bucket, another large tyre, cut loose by a stray crystal, smacked Diamondhead in the back, knocking him over and causing his crystals to misfire, several of which embedding themselves into either the deck chair Gwen was using, or straight into the side of the Rust Bucket.

As Diamondhead laid on the ground, he heard footsteps to his left and saw Max marching into view, a stern look on his wrinkled face and hands on his hips. 

“Ready to take that rest now?" He asked, his tone suggesting a manner that invited no further discussion. Normally, Diamondhead would gladly accept the offer, but not this time. Hehad to keep going, he needed to get stronger, but right now, to his increasing frustration, he was struggling to even get up. 

‘It’s fine. Just a few minutes of rest to catch my breath, then I can get right back to training.’ He thought, but then a creaking sound grabbed his attention, and his perfectly crafted training course fell apart into a pile of junk with various clatters and clangs, the ropes and tape having been sliced open by all the misfired crystals. 

‘Okay, that’s also fine, I can just build a new one. I’m still Diamondhead, after all.’

But then, finally, just to rub it in, the watch began the trademark beeping that had quickly become one of his least favourite sounds, and Ben reverted back to a human in flash of red. With no other choice but to accept defeat, he sighed in annoyance.

“...Alright, I give. Let’s call it a day.” Ben cocked his head and gave Max a sheepish grin, lifting up a arm. “I, uh, don’t suppose you could give me a hand, Grandpa?”

Max chuckled, and gently brought the boy up into his arms. Once Ben was situated in the seating booth opposite his cousin, the Rust Bucket trundled off, soon leaving the wrecked training course in the dust.

Unfortunately for Ben, about a minute or so after they set off, all plans of a nap were interrupted by Gwen, who’d taken offense to almost being skewered. 

“...I’m just saying, you almost turned me into Swiss cheese !!” 

“I’m aware of that, and I’m just saying I’M. SORRY. FOR ALMOST. STABBING YOU . Okay?” Ben huffed. “I’ve just been low on energy the past day or two. Maybe Diamondhead’s species has a problem with stamina? Or is it the weight of the crystals that’s draining my own?” 

Ben descended into quiet mumblings, to which Gwen rolled her eyes and put a hand up to stop him. “Or maybe, Doofus, you’ve been overworking yourself to the point of exhaustion. Did that ever factor into your fried brain at any point?”

“...I don’t follow.”

Thankfully, Max’s voice from the driver’s seat stepped in before Gwen could burst a blood vessel. “I think what she means to say, Ben, is that no matter how much you hone your skills and train yourself to be better, it won’t matter much if you’re too tired to utilize them to their full potential.”

“I know that. It’s just…” Ben put a hand to his head, closing his eyes, and took a deep breath. “What kind of hero would I be if I let you or anyone else get hurt, because I wasn’t strong or fast enough to save the day? I need to get stronger, there’s no other way about it. That’s why I’m pushing myself so hard - I can rest when I’ve earnt it.”

Whatever response Gwen was cooking up in her head quickly petered out as she processed her cousin's words. Thankfully, Max stepped in for her.

“I know you think you have to work hard, Ben, and that’s good! Always work hard, but don’t over-do it. You tend to be a bit headstrong and reckless when going alien, and it’s not a healthy mindset to focus on, so just try to temper it back a little, okay?” 

“Yeah,” Gwen agreed, finding her voice. “Besides, like I said earlier, Grandpa and I can take care of ourselves. You don’t have to protect us all the time. Need I remind you who saved your butt during the whole ‘Slimax’ thing?”

While their words were somewhat reassuring, and held some truth to them, Ben still had his doubts. “It’s 'LI-max', and no offence dweeb but unless you have secret magic superpowers or something, I’m still not convinced.” 

Gwen leant back and growled in annoyance, opening her laptop. With the silent declaration that their conversation was over, Ben shifted into a lying position on the couch, his feet dangling above the armrest.

“BUT,” Ben said, making the redhead pause for a moment. “I will take up Grandpa’s offer on some rest. So enjoy the silence or whatever, dweeb. Just keep the noise down.”

And from that moment on, silence reigned for the next few hours, the only sounds being Gwen tapping the keys on her laptop, the quiet snores of the boy opposite her, and the faint rumbling of the Rust Bucket as they continued their journey. 

That was, until the RV shuddered, the engine letting out sputtering and coughing noises, and while Gwen jumped in surprise, Ben remained fast asleep.

“That doesn’t sound good…” Max muttered, and pulled the Rust Bucket to a stop beside an old sign, informing motorists of a town uphead. Unfortunately, judging by its dilapidated state, the elder Tennyson doubted they’d have a mechanic handy. 

“So this here is thuh leh-gendary “Terra 3”?”

A heavy boot crushed the head of a mannequin underfoot, as it’s grey-skinned owner looked upon the site glumly.

“Ah gots ta say, ah ain’t 'sactly impressed here.”

“Octy, ya promised me there wuz big-ass 'splodey whatchamacallits fer thuh takin'!” A higher-pitched voice whined a few feet behind him. “But ah don’t see inny at all!” 

Octagon Vreedle turned and faced his brother-in-crime-and-blood, Rhomboid, who was poking a pile of broken junk with the expression of a puppy who'd been told it couldn't have any treats. 

“Well ‘Boid, ah thoughts that was accurate an' all as well, though perhayps it be seemings it ain’t so after all.” The frown etched on Octagon's creased face barely lifted as he drawled, hefting his rifle over his shoulder.

“It’s because the whole Terra 3 shtick is just a big load of Beryllium baloney!” Kraab called out from afar, slicing open a barrel with his beam sword. “It’s just some horror story made up by those capes to stop invading species taking advantage of a primitive species.” 

“Well, ah supposes there is that,” Octagon grumbled, before blasting a mannequin at point-blank range with his weapon, instantly melting its face and setting the rest alight. “Ah do, however, continue tuh be perplexed at why them Galactic whatevers are so interested in protectin’ this place an’ such.”

Kraab let out a robotic snort as he scuttled closer. “You can say that again. This planet’s got nothing of value besides underdeveloped apes who’ve barely discovered space travel, and there’s plenty of those across the galaxy. If you ask me, a rock pile like this is better off space dust.”

“Will you shut it?” A few feet away, Hoverboard was examining a beeping radar. “I’m trying to concentrate, and your jabbering isn’t exactly helping. So cut it out before I rip out your voicebox.”

“Yeesh, someone’s tetchy,” Kraab said, waving his claw nonchalantly. “What’s the matter? Can’t handle a bit of banter? What are you looking at anyway?”

Hoverboard returned his attention to the scanner and pointed to the screen.

"According to the energy readings, this exact spot is where the Omnitrix was last activated." He stood up and looked around at the junk pile surrounding them all. "It would seem that whoever currently possesses the device, has either been training using this downgraded tech, or got into some kind of fight."

“HA! Seriously? The wielder of this so-called device of ultimate power was just training with all this junk? What a waste - they’ll be easy pickings for me…” 

"Shut up, Kraab,” Another voice hissed, and a mechanical tendril snaked between them all, snatching up a tin can, before reeling back to its owner. “No-one asked for your opinion.”

Kraab waved his claw dismissively at the lanky, magenta-clad Sotoraggian bounty hunter, who was closely inspecting the tin can and not even deigning to look at him. Eighteight stood alongside him, also staring at the can.

“Like I need permission, gearmouth!”

“The name is Sevenseven, and you’d do well to remember that, Picssiss Premann,” Sevenseven cocked his head in Kraab’s direction and shifted one hand into a laser-tipped buzzsaw. “Unless you’d like me to carve out what’s left of your internal organs?”

Kraab snapped his claw a few times. “Try me, Sotoraggian! I’ll crush your spine and rip off your tiny little arms!”

While the Vreedle brothers were watching the proceedings with big grins on their faces, Hoverboard was more than content to ignoring the two, until he spotted something odd about the can Sevenseven was studying; a blueish-green crystal was jutting out the side.

Without warning, the can was yanked out of the Sotoraggian’s grip, as was the claw holding it, the sudden motion snapping the wire connecting it to Sevenseven’s suit.

In response, Sevenseven shifted both hands into quad-barreled laser cannons, while his sister whipped out her oversized gatling gun. Without sparing even a glance, Hoverboard drew his pistol, but Kraab powered up his cannon and ignited his beam sword, waving it about, at which point the Vreedles brought up their own respective weapons. Then finally, a purple dot appeared, flicking between the foreheads of everyone except for Sevenseven or Eighteight.

“Well, ah believes we have found ourselves in a situation pertaining to what you might call a ‘Khorosian stand-off’.” Octagon said, training the sights between the many potential targets.

“<C’mon then, slagheads!! Make my day!!>” Eighteight snarled at the other mercenaries, though Kraab only seemed to chuckle in response.

“Whoa, heheh! Big talk from a diminutive pint-size .”

"<Bite me, skag-breath!>" The youngest Sotoraggian aimed her weapon directly at the Piscciss Premann, the spinning barrels glowing a dangerous red as it charged up.

The air was full of tension, so fragile that the slightest movement could set off absolute chaos, something a majority of the mercenaries didn't mind happening.

“You organics and your constant simple-minded bickering,” Yet another voice, deep and mechanical-sounding yet muffled, sighed, breaking the quiet. All attention was drawn to the Cybertronian several feet away, down on one knee and inspecting a pile of junk that just so happened to be littered with more sharp crystals. Their entire face was covered by a mask with a glowing green visor. “I’ve seen a lot of it throughout the Universe, from every one of you, and nothing good ever comes of it. It’s enough to drive any sentient bot crazy.”

“Oh? And I assume you have something to add to this conversation, Cybertronian?” Sevenseven asked, to which the bot just snorted in response. 

“Tch, not particularly.”

Kraab lowered his sword and faced the larger robot. “You know, that’s something I’ve been meaning to ask since we first took this job: what in the Null Void is a Cybertronian doing in this system? I thought you guys hated organics with a passion?”

“I do," They said, still focusing on the junk beneath them, before spotting something in the pile. He reached his servo in and carefully fished out another crystal, just like the one Hoverboard had in his grip. “But I liked getting payed more. Besides, I don’t really have to explain myself to a techno-organic of all things, especially one with as big an ego as yours.”

“HUH?! What’d you just call me?!" Kraab snapped, now pointing his claw at the Cybertronian, charging up the laser inside. “You don’t know me at all, pal!”

However, the mercenary shut up when the Cybertronian stood to his full height and it was only now that the mercenaries beheld his full, frankenstein-esque appearance. His head and torso were both black and a sickly shade of green, his armour littered with silver spikes. His hook arm, painted in mostly black and decorated with yellow hazard stripes and a thin layer of rust, was bulkier than his left, which was thinner and plated in purple and bronze. His legs seemed more uniform in shape only - one was maroon and silver while the other was fully stone grey - with pointed kneecaps, and both feet resembled the front end of a vehicle.

Finally, he retracted his facemask, revealed scarred faceplates covered in markings reminiscent of a skull staring down at the Piscciss Premann with a cruel smirk, thinly-veiled disgust in his green optics. Just the very sight of the Cybertronian's predatory expression made Kraab flinch.

“On the contrary, Kraab Rahn’Goon, I know a lot of things about you. For example, I know you’re a bounty hunter with a reputation for immediately selling out to a higher bidder even while on a job, that you personally replaced almost every part of your body, except your lungs and brain, with cybernetic enhancements, and that the one reason people even know of you in the first place is that your so-called “beam sword”, is in fact a lightsaber stolen from a Jedi.”

“...That’s what this thing is?” Was all Kraab could say in response, looking dumbly at his 'lightsaber'. The Cybertronian rolled his optics.

“Uh, Octy?” Rhomboid whispered to his brother. “What’s a “teck-no or-gan-ick”?”

“Ah believes, Boid, a 'techno-organic' is what you might call a 'derogatory term' fer cyborgs, like our golden armour-laden acquaintance here fer instance.” Octagon quietly replied, gesturing to the silent Kraab. 

“I also know that the Omnitrix’s current location is 62 miles due west of this location, which you would’ve found out for yourselves had you not started squabbling.” Storing the crystal in his subspace, the Cybertronian began walking off toward the highway, his pedesteps jostling what remained of the junk piles. “Now if you’ll excuse me, I’ve got a trophy to collect.”

Without another word, the Cybertronian’s body shifted into a vehicle resembling an alien muscle car with a menacing front bumper and a humongous blower sticking out the bonnet. With a loud rev of its engine, the car shot off, it's wheels kicking up cloud of dust as it faded into the distance.

“<Who in the Null Void does that guy think he is?<” Eighteight grumbled. “<I feel I’ve seen him somewhere before...>”

“He does strike me as familiar and such.” Octagon added, scratching the few oily hairs on his chin.

“Trust me,” Hoverboard announced with a grave tone. “If you have any interest in living a full life, you really don’t want to know.”

“Well, I ain’t waiting to find out,” Kraab scoffed, sheathing his lightsaber. “I’m not letting some slagging Cybertronian take my biggest payday.” 

A thruster underneath the bounty hunter's torso shot him a few feet into the air, before his legs clamped together and spun like a drill, and disappeared underground. 

Immediately after, both Sevenseven and Eighteight retracted their weapons and took off into the air, a third jetstream launching from a nearby clifftop and following close behind.

Hoverboard and the Vreedle brothers watched the Sotoraggian trio disappear from sight, before the latter stared at the can in his hands, or more specifically, the crystal jutting out of it. Carefully removing the shard from the can and placing it in one of his pouches, he pulled out his namesake and flew off in pursuit.

The last to leave were the Vreedles, who were about ready to move out themselves, when Rhomboid noticed a small problem.

“Hey, uh, Octy?”

“Yes, ‘Boid?”

“Does we have inny uh those “pro-pul-shun” thingies likes thuh others had?”

“Ah believes not.”

“Oh.” Rhomboid scratches the few hairs on his flabby chin in thought. ”Then, uh, how are we gonna git that Omni-whatsit if we gots no ve-hickle?”

“...Ah supposes we walk.” 

“Oh… Okay.”

The pair began their long journey, but only a few steps in, Rhomboid tripped over a rope, landing with a heavy and slightly squashy thud, much to Octagon’s annoyance. 

“OW!!” Rhomboid shot up, hands on his face and tears bubbling from his eyes. “Aw, space barn-ickles, muh nose! Octy, this dog-gone thang done made me trip over an' broke muh nose!!”

Octagon facepalmed and sighed. “‘Boid, ah’m sure you remember that we don’t have noses.”

His brother blinked. “Oh yeah… yer right!” Almost like a switch had been flipped, Rhomboid suddenly cheered up and a big goofy grin appeared on his wide mug. “Thanks, Octy!” 

Then the Vreedle’s face twisted in anger as his beady eyes locked onto the object of his anger, a set of dummies that had just popped up a few feet back.

“Trip me up, will ya?! Git a taste uh Ol’ Betsy!!” Rhomboid aimed his bazooka at the remaining junk, and the area was instantly immolated by a large explosion, a small mushroom cloud forming soon after. Rhomboid may not be the brightest, Octagon thought to himself, but his penchant for explosives was second only to Ma herself. 

With nothing more to be said, the Vreedle Brothers turned to the direction the others had taken, and trudged onward to their prize. Except…

“‘Boid?”

“Yeah, Octy?”

“Ah thank we’re lost.”

“...Aw, dip.”

“Yeah, I’m not sure they’ve got any mechanics around here, Grandpa…” Ben yawned, stretching his arms and looking around the area while waiting for Max to finish his diagnostics with the engine. 

With the Rust Bucket not exactly going anywhere under its own power, Max and Gwen were reluctantly forced to wake Ben up and ask for his assistance. Though groggy and annoyed at first for being woken up, Ben was surprisingly more than happy to lend a few hands, and with the help of Four Arms, he single-handedly towed the crippled Rust Bucket the last mile to the nearest town.

Unfortunately, said town was run-down and completely deserted, and what remained of the buildings were almost on the verge of collapsing inward. In short, it was a ghost town.

“...Or much of anything, really.”

"Not for a while," Gwen answered. "Apparently, this is, or was , Slatterville. Incorporated in 1895 after the discovery of silver, this place went bust in the late 50's when the mines finally ran out."

“And once that happened, the townspeople just packed up and left for pastures new, I’m guessing?” Ben finished.

“Pretty much, yeah.”

"Aha!” Max’s voice pulled the pair from their musing, and they approached to see what he wanted.” I believe I’ve found the problem." 

He brought his head out from under the engine hood, bringing out a cable with him, and Ben grimaced, immediately figuring out why the Rust Bucket had conked out in the first place; the fuel line had been pierced by a familiar crystal shard.

"Leaky fuel line."

“Uhh, haha…” Ben chuckled sheepishly, wilting under Max’s raised brow. "Boy, I, uh, I wonder how that get there, I wonder..."

"Don’t worry, I should be able to patch it up." Max assured them, and Ben relaxed somewhat. "Although it’ll take a little time. Perhaps this should be a lesson to not push yourself next time, okay Ben?

"Sorry, Grandpa..." Ben apologised, before an idea shot into his head, and his eyes shot down to the watch. "H-here, let me help. I’ll go Upgrade and fix it for you - heck, I could probably improve the--"

"UHH, I actually think you've done enough already." Max quickly interrupted, much to the boy’s disappointment. "I'll handle this."

"...Right, then. Guess I'll go check this place out in the meantime..." Ben despondently sighed, placing his arms behind his head, not sparing a further glance at his grandfather and cousin. 

Max's brow furrowed in concern as he watched the boy walk off. He knew Ben could take care of himself, and wouldn't exactly go looking for trouble, but despite this, it didn't do much to ease his worries. 

“Hey Gwen?”

“Hmm?”

“You think you can--”

“Keep an eye on the doofus so he doesn’t somehow blow anything up? Way ahead of you.” And indeed she was, slipping into her flip-flops and spreading more suncream on her arms and neck. “See you in a bit, Grandpa!”

Once the redhead had set off, a sound caught him offguard, one that sounded oddly like an engine block idling nearby. Then, for a second, the ground shook, followed by a quick rumbling noise, and then the sound was gone. 

Perhaps he better work quickly - Max was starting to think this mining town was getting a little unstable for his liking.

Meanwhile, after she’d caught up with her cousin, Ben and Gwen were taking their time wandering around Slatterville and admiring the craftsmanship of the architecture.

"Man, talk about old-school," Ben said, spotting what appeared to be really mining equipment resting up against some crates. “Hey, dweeb, penny for your thoughts.

Gwen rolled her eyes. “Yeah, doofus?”

“‘You ever think about what life was like for people back then?”

Gwen gave him a weird look. “...I guess not? Where is this going?” 

The two entered an old, disused warehouse, their footsteps echoing around the ruined interior. Ben picked up a rusty sheet of metal, and tossed it away, hearing a rather loud clang as it hit a stack of rotten wood.

“I do, sometimes,” He said, absentmindedly, seating himself on top of an old barrel. “Sometimes I wonder how people just dealt with things in the past, you know? Problems and such. Like how did they deal with people who just don’t want to be cogs in the great machine that is life itself?”

He then looked up and saw Gwen just staring at him with an array of emotions fighting for control, with the most prominent being utter bewilderment.

“...Whaaaat the heck are you babbling about?”

Ben blinked in confusion for a moment, then recalled what he just said. “Ahh, sorry about that,” He apologised, rubbing his eyes shut. “I tend to blurt out random crap when I’m tired. You ever get that?”

“... Not really, no… ” Gwen mumbled, before narrowing her gaze. "Perhaps if you took a rest from training for once in a while, you wouldn't be so exhausted all the time."

Ben said nothing, but the bags under his eyes told Gwen everything she needed to know. She shook her head in disapproval. For a moment, the pair milled about the warehouse in silence, just absorbing the atmosphere, before Ben broke it once more, an idea shooting into his mind as his eyes drifted onto what looked like an old drilling machine.

“Hey Gwen.”

“What now?”

Ignoring her tone, Ben continued, holding up the watch with a sly grin. “You wanna see if Upgrade can meld with with all this old tech?”

Gwen looked at Ben for a good few seconds, before sighing. “Sure, why not? Might as well pass the time while Grandpa fixes up the Rust Bucket.”

“Haha, sweet!” Ben activated the watch and selected the amorphous form of Upgrade, but when he slapped the dial and transformed, Ben found himself staring at grey ghostly hands.

“ Ghostfreak..? Seriously..? Aw man… ”

Gwen scoffed, “Great, now we got creepy ghost-face for 10 minutes. Nice going, doofus.”

Suddenly, Ghostfreak’s hands shot forward and wrapped tightly around her arms, pulling her close. In the blink of an eye, Gwen found herself staring into the enraged purple eye of her cousin.

“DO NOT CALL ME THAT, HUMAN!!!” Ghostfreak hissed in her face, and the girl froze up in pure fear. Then, Ghostfreak unceremoniously dropped her on her butt and floated backward a few inches, rubbing his head with a groaning sound.

Where had that come from?

“Sorry… I don’t know what came over me… ” He blinked his singular eye and then looked down at his cousin, who stared back at him, unblinking, with fear in her eyes. Ghostfreak flinched in return, and started unconsciously scratching his stomach. “ I, uh, didn’t scare you too bad, right..? Gwen..? Dweeb..? ”

The redhead blinked at the sound of her nickname, then let out a small nervous chuckle, completely oblivious to the fact her eyes were beginning to tear up. 

“Uh, y-yeah! Just f-fine, thanks.” Gwen reassured, before clearing her throat. “You? Scare me? Get real, doofus.”

Just then, a sudden tremor knocked Gwen off-balance for a second, before a gold-plated figure erupted from the ground, launching up into the air before it came crashing down, its four legs cracking the cement floor under it.

Kraab stared at Gwen for a short moment, before zeroing in on Ghostfreak, looking the ghostly alien up and down. “An Ectonurite, eh? Not exactly what I was expecting, but eh, what can you do?”

"Ok, that guy I'm scared of," Gwen admitted, shuffling back toward the entrance. 

"Don’t worry, dweeb… I'll handle this guy… You get back to Grandpa, and quick…" Gwen stared at the Ectonurite’s back for a moment, before nodding. Ghostfreak provided cover for her escape, though he needn’t have bothered, since Kraab didn’t even spare the redhead a single glance as she left the warehouse.

Now with his cousin out of the way, Ghostfreak could find out what this guy was planning, by using the best interrogation method he knew. 

“ So… What exactly are you supposed to be..? Some kind of failed experiment..? ‘Cause lemme tell you, you really put the 'ugh', in 'ugly'...”

“Charming,” Kraab responded, undeterred by the insults. "But if you must know, the name is Kraab, bounty hunter extraordinaire, and I’ve come from the Omnitrix. Hand it over, and I promise you won't suffer. Much..." His claw snapped in warning.

Confused, Ghostfreak narrowed his eye. “What’s an… ‘Omnitrix’..?” Then he thought about the device currently peeking out from his skin folds. “You mean the watch?”

The gold-plated bounty hunter started for a moment. “Seriously? ‘The watch’? That’s what you call it?” His tone incredulous, Kraab shook his head in disappointment. “I knew Terra 3-based humans had low intelligence, but this is a new low, even for your pathetic species.”

"You don't need to get snotty about it, Crabcakes…" Ghostfreak muttered. "Well, sorry to disappoint… but the watch and I are kind of, how you say..? Attached…"

"Not for long." 

"You seem to have no idea who you're messing with…" The ghost-like alien growled, flexing his overly long fingers. 

"Funny, because I was just about to say the same thing." Kraab retorted, hunching over and snapping his claw in preparation for the fight to come. 

"Is that so..? Well, do you know this one..? Now you see me…" Ghostfreak’s form slowly began to fade from view, and his voice gained a slight echo. “...Now you don't…" Once the Ectonurite had completely disappeared, Kraab took a few steps back, his head swivelling around in search for his target.

Then, a ghostly shape rose from the ground behind him, and reached back a hand to strike, but only to falter when Kraab suddenly spun his head directly towards him. His upper body quickly followed suit, and his claw sprayed an orange liquid all over Ghostfreak, who recoiled in disgust and inadvertently made himself visible.

"As expected of a Terra-3 native, you're as arrogant as you are dimwitted!" Realizing he needed a much better plan of attack, Ghostfreak decided to make a temporary retreat and phase into the ground, only to find his powers were refusing to work.

"What going on..? What is this stuff..?"

"Oh, it’s quite simple, really, Ectonurite. Your ectoplasm has been solidified," Kraab explained, pulling back his fist. "Which makes it so much easier to do this!"

The gold-plated bounty hunter slammed his clenched hand into Ghostfreak's face, sending the alien flying into a few crates, smashing them to pieces.

“Who the heck is this guy ..?” Ghostfreak groaned in pain and struggled to pull himself up. 

“Is that it? Hardly worth the hunt,” Kraab scoffed. “I’d be disappointed, but as far as I’m concerned, this’ll be the easiest 10 million I’ve ever made.”

As his attacker slowly forward, snapping his claw threateningly, it was here that Ghostfreak realised that this bounty hunter didn’t even see him as a threat, and was more than content to play with what he saw as just prey.

For money.

And for some reason, he felt a sudden surge of anger from within them .

How dare this insignificant creature consider them mere child’s play? 

‘Well, if he wants a proper fight…’ Ghostfreak thought to themself, their fingers unconsciously sharpening and their body slightly growing in size, the skin audibly and visibly stretching. ‘Then I’ll give him one..!’

With that, the Ectonurite rose into the air, their singular eye glaring down at Kraab, who stopped and returned the stare.

"You'd better keep your claws to yourself…" They hissed, their tone low and threatening.

“Try me.” Kraab fired a laser from his claw at Ghostfreak, who dodged to the side and behind some crates. The bounty hunter pulled out his lightsaber and slashed apart the crates, trying to search for his prey, only for one to suddenly launch right into his face, knocking him back a few steps. 

Then a metal beam struck him in the back, and Kraab lurched forward in surprise before whipping around and blasting everything in sight to splinters and twisted metal. 

But there was no Ectonurite. 

As he searched around, Kraab felt a jolt of pain from below and found a rusty axe deeply embedded into one of his legs, the wound leaking lubricants and oil onto the floor. Now forced to stabilize himself on three legs, Kraab was coming to the realization he may have bitten off a little more than he can chew. 

But that wasn’t going to stop him - he was Kraab , the greatest bounty hunter in the universe, and it would be a cold day in the Null Void before he would be trumped by a mere fleshbag from Terra 3!

“So, you can fight…” Kraab muttered, balancing himself and powering up his claw cannon. “I know you’re there, Ectonurite!! You can’t hide from me!”

“ Who’s hiding…? ”

Kraab spun round to face the direction the voice came from, his claw armed and ready to fire, only to spot his target hefting an even larger crate onto their back, before lobbing it straight at the bounty hunter. 

But he’d caught onto their tricks now, was ready for it this time, and sliced it in two before it could hit him, only for Ghostfreak’s fist to pass through the wreckage and clock him right in the center of his face. The unexpected attack caused Kraab to topple over and land on his back with a loud clang, causing him to drop his lightsaber, which clattered and rolled far out of reach. 

Suddenly, a heavy metal beam slammed down onto his claw arm, pinning it to the concrete floor, leaving Kraab helplessly struggling to escape - for the first time in his life, the Piscciss Premann was experiencing pure unbridled fear.

“What was it you said..? “Hardly worth the hunt”..? ” Kraab looked up to see Ghostfreak standing above him, holding a pickaxe in one hand. The Ectonurite’s skin was pulled taught around their body, and their fingertips had more of a knife-like shape. “ I do so agree… ” 

Ghostfreak raised their arm as the bounty hunter panicked and tried desperately to free himself, then brought the pickaxe down, and Kraab screwed his optics shut, awaiting his fate.

For a moment, there was nothing but darkness, but then Kraab realized that, somehow, he was still alive.

But it wasn’t until he opened his optics did he find out why - the pickaxe had been driven straight into his claw arm, rendering it permanently deactivated. 

Ghostfreak let go of the handle and floated back, before pointing a single finger at the bounty  hunter. "Leave Earth now, and never return…” The Ectonurite said, before drawing in very close, their face inches from Kraab’s own. “... Because next time, I will not hesitate to finish the job… ”

With that said, Ghostfreak turned and floated out of the warehouse, leaving Kraab helpless to do anything but lie there, pinned down by scrap metal, without a weapon, and both an arm and leg disabled. 

“Well, heheh,” Kraab weakly chuckled. “At least things couldn’t get any worse, right?”

But it seemed the Universe hated Kraab, because at that moment, something dropped down from the rafters with a heavy thud and slowly walked toward his trapped self, and then Kraab found himself staring into the triangular visor of Hoverboard standing above him. 

And in his hand, he held a Stasis Cube Projector.

“...I hate this planet.”

"Aw man, that was even weirder than when I normally go Ghostfreak."

Having just timed out, Ben rubbed his eyes in pain as he rested up against a stack of wood. What was it about using Ghostfreak that just felt so… off?

But this time was different.

Normally, whenever he goes Ghostfreak, he’s usually overcome with a quick bout of nausea and an odd chill in his bones that usually dissipated after a few minutes.

This time, however, he was suddenly overcome with immense murderous rage. Like he actually wanted to kill that bounty hunter.

Not to mention a voice, one that sounded similar to Ghostfreak’s own, SCREAMING at him. Did Ghostfreak’s species come with multiple personalities? Maybe that’s why he felt so weird?

He looked down at the wa--

‘No. Omnitrix.’ Ben corrected himself. ‘That’s what Crabcakes called it - makes a better named than just calling it ‘the watch’ at least.’ 

He looked down at the Omnitrix. Whatever was going on with Ghostfreak was, in other words, freaking him out enough to the point he was actually considering against using that form anymore.

On the other hand, Ghostfreak’s abilities were very useful, and he couldn’t just not use them anymore - after all, with the Omnitrix and all its quirks, it was almost certain he’d end up mistransforming into that form at some point. 

Perhaps the best option would just be to limit Ghostfreak’s use in the future, only use him for actual hero work, not dicking about.

“Hey doofus!”

The voice of his cousin drew Ben from his stupor, and he looked up to see the Rust Bucket parked in front of him, with Gwen in front of the open doorway, staring at him with a look of rather uncharacteristic concern.

“...Yeah, I’m good. Just the ‘Ghostfreak’ shivers, you know?” Ben chuckled. Gwen nodded in understanding.

“Well, what about that Mr. Freaky?”

“Oh, you mean Crabcakes? I got him pinned down in there,” Ben gestured to the old warehouse a few feet down the street. “He’s not going anywhere.”

“Well,” Max said, stepping into the open doorway while clutching a fire extinguisher. “Why don’t we go introduce ourselves?”

“I’m pretty well acquainted with him already,” Ben halfheartedly said, picking himself up and dusting his shorts off. “But sure, why not? Follow me.”

The two followed the brunette boy as he led them to the warehouse, but upon arriving, Ben noticed the bounty hunter was nowhere to be found. Sure, there was evidence of a fight, and the metal beam Ben pinned him down with was still present, but no struggling adversary. 

“I swear I left him right here…” Ben muttered.

“Maybe he got away?” Gwen suggested, and Ben nodded in agreement.

“Maybe. Crabcakes did tunnel in, so it’s possible he left through the same way he came in so I couldn’t hear him. I doubt he’ll be trying for a sneak attack - he looked pretty beat up last time I saw him.”

Max lowered the fire extinguisher and sighed. “Well, not like we can worry about it now. Besides, repairs are done. Let’s get out of here while we still can.”

Ben stared at the spot Kraab once was for a second, before following Max and Gwen back into the Rust Bucket, and the trio set off, quickly leaving Slatterville in the dust, completely unaware of the spiked black car that phased into existence only seconds later, its engine running silently as it began to tail the RV.

For the next thirty minutes, things for the Tennysons were pretty uneventful, and there was no sign of Kraab whatsoever, but that didn’t stop Ben from glancing out the side window every so often.

“No sign of Crabcakes yet,” Ben sighed, leaning back on the couch after searching for the tenth time. “And hopefully, not for a while.”

His eyes then fell onto Gwen, who was typing away on her laptop. “Whatchu up to, dweeb?”

Gwen met his gaze for a second before returning her attention to the screen before her. “Just updating my blog, nothing much. Why?”

“Eh, just curious, you know? Not much else to do except mess around with the Omnitrix, and I don’t really want to risk giving us away in case that bounty hunter has some sort of tracking tech.”

Gwen looked up, giving Ben a weird look. “‘Omnitrix’?”

“Yeah, that’s what Crabcakes called the watch,” Ben held up the device. “Makes a cooler name than just ‘the watch’, don’t you think?”

Gwen shrugged in agreement. 

The two returned to their various activities, but a minute later, they felt the Rust Bucket jostle about, quickly followed by a loud popping sound. 

“Sounds like we got a flat tyre.” Max sighed in frustration, and Gwen looked at Ben again, this time with a brow raised.

Ben immediately noticed the underlying question. “Hey, don’t look at me!”

The RV slowed to a stop, but before Max could even leave his seat, a clanging noise suddenly erupted from above, and the kids gasped as a glowing buzzsaw began cutting its way through the roof of the Rust Bucket.

"I think we just picked up a hitchhiker!" Gwen shouted. 

“Oh, no you don’t…” Ben growled, and he shot out of his seat with a plan. The saw pulled back, and a pair of claws ripped the metal of the ceiling apart, revealing the masked faceplate of Sevenseven.

“Hand over the Omnitrix if you value your lives, Terran filth!” The Sotoraggian growled, only to be met with a jet of foam straight to the face, causing him to reel back in surprise.

"No free rides, bozo!" Ben said, clutching the fire extinguisher, before turning to Max. “Floor it, Grandpa!”

Blinded, Sevenseven swiped his claws at Ben, only missing the boy by a hair, before the Rust Bucket suddenly lurched forward, causing him to fly off the roof and fall onto the road behind them. 

As the Rust Bucket shot off, Ben watched from the rear window as Sevenseven dragged himself to his feet and fired a volley of small missiles from his wrists. 

Ben’s eyes widened, and he jumped back right as the projectiles struck the back of the Rust Bucket, causing the vehicle to violently shudder. Max fought for control as the RV shook, but managed to right it before it spun out. 

But their problems weren’t over yet, because dead ahead of them was another of those suited bounty hunters, one wielding a massive gatling-gun that was already revved up.

“Oh no. GET DOWN!!” He called out to the kids, who ducked under the table just as Eighteight opened fire, bombarding the Rust Bucket with a hail of bullets. Much to her surprise, the RV powered straight through the onslaught, and Eighteight just managed to duck out of the way in time before it ran her over. 

Max peeked over the dashboard and, upon noting no obstacles in their way, floored the gas, but the punishment ended up being too much for the poor RV. The engine rattled and groaned, and soon, it began belching smoke. Things were looking pretty dire for them, but then Max spotted what looked like the boarded entrance to a mine shaft off to the side of the road. With a plan forming up in his mind, Max slammed on the brakes, and the Rust Bucket shuddered to a halt just outside. 

“Ben!” He yelled, jumping off the driver’s seat. At the call of his name, the boy quickly stood at attention.

Further down the road, Sevenseven and Eighteight slowly advanced toward the broken-down RV, their gait almost relaxed. Sixsix had unfortunately lost sight of them from his spot, but he was already relocating to their position at Sevenseven’s request - this was a bounty they should all share.

“<As I thought, these Terrans are hardly worth the effort.>” The magenta-clad Sotoraggian sighed, switching back to his native language.

“<I wouldn’t be too sure of that, bro,>” Eighteight shrugged. “<My weapon would usually shred apart most armour, but that Terran vehicle shrugged it off like it was nothing. It’s like it’s coated in Diamodium!>”

Beneath his mask, Sevenseven’s brow raised in surprise.

“<Is that so? Perhaps the wielder of the Omnitrix is more prepared than I first thought…>” The Sotoraggian opened his com channel. “<Sixsix, what’s your location? Report.>”  

There was a few seconds of static - no doubt thanks to various electrical signals throughout the air - before his brother responded.

:: <I’m about 2 kliks out, should be there soon.>  ::

Just then, a side door was punched off, and a crystalline humanoid in a white and black jumpsuit stepped out. It noticed the pair and scowled, clenching it’s fists while two humans jumped out behind it.

“<Well hurry it up, lamebrain!>” Eighteight yelled into the mic, revving up her gatling-gun. “<We got a Subsapien over here, and you’re the only one equipped to deal with them!>”

:: <I’m on it, I’m on it.>  :: Came the dismissive reply.

The moment Sixsix signed off, Sevenseven willed the nanites within his claws to shift into laser cannons, and the pair opened fire on their target, who positioned himself in front of their companions and took the full brunt of the attack, while the two humans - the elder carrying the broken door and protected the child by using it as a shield - ran toward an opening in the cliff face, which appeared to be blocked off. 

However, much like the Rust Bucket, neither of their weapons seemed to have any effect on Diamondhead at all, the laser bolts reflecting off his diamond skin, though if his expression was any indication, they did feel uncomfortable.

“Alright,” He growled. “My turn!!” 

Instead of charging right at them like they expected, the Subsapien backed up, morphing their own hands into jagged stumps, and returned fire with quick bursts of crystal shards. Sevenseven’s eyes widened, and he and Eighteight shot into the air before they were skewered, but the distraction, it seemed, was all Diamondhead needed.

The moment the pair had stopped firing, their target had turned and fled, smashing headfirst into the primitive barricade blocking off the cave opening and quickly ushered the humans inside. Then, by the time Sevenseven had refocused on his target, the opening had been completely sealed up with a jagged wall made of crystal long.

“<So, what now?>" Eighteight asked, but Sevenseven could only growl in frustration - clearly, whichever of these apes possessed the Omnitrix was very lucky to have survived their first encounter. Very lucky indeed.

But their luck would soon run out.

Deep inside the mine shaft, the Tennysons took a small moment to catch their breath following their escape.

“Okay,” Diamondhead breathed, then looked at the Omnitrix badge on his chest. “So now we’ve got two more after this thing. Just fricking great.”

“‘Two more’ what?” Max asked, confused, and it only now struck Diamondhead that Max had barely a clue to what was even happening right now.

“Bounty hunters,” he said, simply. “First Crabcakes from earlier, and then those two just now. All of them want the Omnitrix - that’s the watch - for various reasons, and by my guess, there’s likely to be more of them coming for this thing. And since they’re hunting me, that means the two of you are in danger.” Diamondhead slid down the cave wall and sat down, head in his hands. “Some hero I am…”

After sharing a look of concern with Gwen, Max knelt down next to the transformed boy and gently placed a hand on his shoulder. 

“Hey now, son, it’s okay,” He said, soothingly. "It’s not your fault at all--”

“I’m fine,” Whatever speech Max had planned was interrupted by Diamondhead, his tone slightly wavering. “I’m just tired, my head hurts, and I… I just need a moment to calm down.”

Unfortunately, Ben wouldn’t get that moment of respite, because not a second later, the trio heard the whirring sounds of a buzzsaw cutting through their crystal blockade.

At once, Diamondhead stood up, and the Tennysons bolted further into the tunnels, aiming to put some distance between them and the bounty hunters. Max led them forward, and Diamondhead brought up the rear, periodically firing crystal shards behind him, hoping they’d at least slow them down.

But as they entered a spacious cavern and the sudden burst of daylight from the lack of ceiling blinded their eyes, the three skidded to a halt, lest they go tumbling down into the gaping chasm before them. 

"Now what?" Gwen asked, and Max looked for a solution while Diamondhead watched the tunnel they’d come from. Then his gaze fell upon an old minecart nearby resting on a set of tracks leading across the chasm, and the bridge thankfully looked intact.

"Everyone, get in!" Max urged, gesturing to the cart. Gwen ran for it and entered with Max but Diamondhead hesitated for a second, looking back at the tunnel.

“Ben, come on!” Gwen yelled out, and the Subsapien finally moved from his spot, but then he stopped just short of actually entering the cart. 

And Max wasn’t sure he liked the hardened look on his grandson’s face as he stared back at them.

“Ben? What are you doing?” 

Diamondhead shut his eyes tight, before slamming the cart door shut and pulling a lever next to him with a grunt of effort. The brakes released with a metallic shriek, and the cart started slowly rolling forward.

“You guys go on ahead,” He said, placing both hands on the cart. “I’m gonna hold these guys off, and then join you further up when I’ve taken care of them.”

“Ben, don’t do this...” Max pleaded. Gwen remained silent, her tear-stained eyes widening with fear as she realized what he was about to do.

Diamondhead looked away, unable to look the pair in the eye. 

“I love you guys…”

With one mighty shove, the cart rattled down the tracks, across the chasm, and disappearing into the darkness of a tunnel two levels down.

Turning his back, Diamondhead listened to the fearful cries of his family fade to echoes and then eventually to nothing while he focused his attention on the approaching threat. 

And he didn’t have to wait long, because gliding through the tunnel on jetpacks came the two suited bounty hunters who’d shot up the Rust Bucket, thought Diamondhead’s brow raised when they were joined by a third member.

‘Another one?’ He grit his teeth. ‘This is just getting stupid now…’

But the addition didn’t matter to him - they’d go down all the same. 

The moment they entered the cavern, Diamondhead fired a spread of crystals at their feet, preventing them from coming any closer. The trio seemed to get the message and touched down a few inches from the line in the ground.

“I’m gonna say this once,” He spoke, cutting off whatever the tall one that’d sawn open the Rust Bucket was about to say. “I don’t care about your names or why you want the watch so much. I’m really tired, and I seriously don’t have time to deal with any of this crap right now. So you’ve got one chance to leave me and my family alone, or I’ll put a couple of dents in those fancy helmets of yours.”

To accentuate his threat, Diamondhead shaped his hands into long crystal blades. The tall, magenta-suited hunter in the middle was silent, looking down at his target’s weapons for a moment, before meeting his gaze.

“...You realize, Subsapien, that you are quite outnumbered, do you not?” Sevenseven asked, confused.

“Nothing new to me,” Diamondhead growled. “Just ask the Limax.”

At once, all three bounty hunters flinched in what he assumed to be disbelief, which left him an opening that he was more than happy to take advantage of. He leapt forward with a shout and swung his blade at them; his time was running out, and he’d soon be completely defenceless against these bounty hunters, so he needed to make every hit count.

Unfortunately for Ben, his opponents this time were a team of highly-skilled and intelligent bounty hunters, as opposed to a hivemind of slimeballs who had little durability.

First, Sevenseven caught the Subsapien in the neck and chokeslammed him to the ground, knocking the wind out of him, then threw him toward the edge of the chasm. 

“What a pathetic excuse for prey.” Sevenseven scoffed.

As Diamondhead landed with a pained grunt, Sixsix shot forward, grabbing him on the back, and flew around the chasm, scraping him against the walls and smashing him through many wooden supports and minecart tracks. Finally, Sixsix finished by tossing Diamondhead down to a lower level. Then, while midair, the maroon-suited Sotoraggian unholstered his rifle and fired a bolt at Diamondhead while he tried to pull himself up, striking him in the back and elicitating a shout of pain for the Subsapien, who fell to his knees.

“<How’d you like that? Huh? Stay down, Terran!!>”

Despite the unbelievable pain he was in, Diamondhead retaliated and fired off several shards at Sixsix, and while he missed the bounty hunter himself, Sixsix’s weapon was not spared the same mercy. It shot out sparks and Sixsix tried to hurl it away right as it exploded in his face, sending the bounty hunter spinning downward into the cavern. 

One down, two to go.

However, as he struggled to his feet, a weight instantly slammed into his back and forced him back down. Then, he heard the whining sound of a blaster charging up behind his head.

“You’ll pay for that, Terran.” Sevenseven growled, and a short distance away, Eighteight had touched down and was already reaching for her weapon.

Diamondhead growled, his eyes suddenly flashing green for a split-second, and let out a roar of anger as a gigantic crystal spike suddenly exploded out of his back, surprising Sevenseven, who quickly jumped back to avoid being skewered. 

Before the pair knew what was going on, the Subsapien was on his feet and had wrapped their hand around Sevenseven’s ankle. The Sotoraggian had only a second to react until Diamondhead slammed him into the ground, once, twice, and then a third time, before throwing him right at Eighteight.

The youngest of the trio dodged out the way as Sevenseven went flying past her, crashing and bouncing across the wooden deck, then came to a stop. Rapidly approaching footsteps from behind was her only warning to veer back before a crystal blade sailed past, mere millimeters from piercing her helmet. 

Eighteight rolled back and snarled at Diamondhead, who silently glared back and morphed his other hand into a jagged stump once more, and then launched into a charge.

However, unlike the other two, Eighteight was much more agile, as she dodged and backflipped over all of Diamondhead’s hits, which had become more and more sluggish all of a sudden. It was at this moment that Ben realised that between the fight with Kraab, running around through the mines, and then fighting all three suited bounty hunters at once that he’d not had much rest, and it was finally catching up with him.

To make matters even worse, the sounds of a pair of jetpacks from behind told Diamondhead that he was outnumbered once more, and the three Sotoraggians set upon their weakened target like a shoal of piranhas. Despite the punishment his durable body took, he actualy got a good few hits in, even managing to crack Sevenseven’s mask with a punch.

But then Eighteight delivered a high kick to Diamondhead’s jaw, her cybernetically-enhanced strength cracking it and stunning him long enough for Sixsix to whip out a set of rockets from the weapon pods on his wrists and blast the Subsapien at point-blank range, sending him flying and smashing into a wall, the impact snapping off one of his shoulder spikes.

Out of energy, Diamondhead groaned in pain, barely able to even lift his head toward the bounty hunters slowly approaching him.

“I will admit, Terran, you’re much more resilient than I initially thought,” Sevenseven said, a hand tracing over the facture lines in his mask. “It’s not every day a hatchling manages to overcome not just myself, but my siblings too. If most of the specimens on this planet share this drive of yours, then perhaps my clan has a new hunting ground to train ourselves on.

“Now, I don’t want you to think this is personal, but the Omnitrix is has quite the hefty reward for it’s retrieval, so I’ll be taking it from you now. Do you have any last words before it’s removal?”

“...Yeah, actually… Why… are you monologuing… at me..? You… literally could’ve just… taken the Omnitrix… and left by now… idiots…” Diamondhead moaned, though he wasn’t sure if it was due to pain or annoyance. Probably the latter, in his personal opinion.

Sevenseven shifted and went silent in shock.

His siblings on the other hand…

“<Hahahaha!! Okay, that was actually pretty good. This squirt's got guts, I'll give him that!>” Sixsix burst out into racous laughter.

“<It’s true, Sevenseven. You do tend to monologue a lot.>” Eighteight mentioned amidst her own small chuckles.

“<Enough.>” Sevenseven’s tone and stiff posture immediately shut the pair up.

Unfortunately, since they spoke to one another in their native language, Ben had no clue what exactly was being said, so naturally he assumed they were laughing at him. Then Sevenseven shifted one hand into a buzzsaw, placing the circular blade over the Subsapien's neck. 

“...I’d planned to make this process painless as a sign of respect, but since you wanted to be smart…” He spat, and raised the glowing weapon high, whirring and reading to strike the infuriating child. 

But then, Sixsix felt something knock into his foot and looked down, spotting a small round device. Before he had a chance to react, it released a sudden surge of electricity that arced across all three Sotoraggian siblings, seizing up their joints and shutting down their cybernetics. The trio collapsed in a pile, and Diamondhead had just enough strength to gaze up at his savior, only for a swathe of annoyance to swell up within him; above him hovered yet another bounty hunter, this time clad in a dark grey suit with a green triangular visor and standing on an admittedly cool hoverboard. 

“Another one..?” Diamondhead rested his head face down. “Urgh… I feel like I'm gonna… have an aneurysm… at this point.” Then he was hit with a wave of pain and nausea. “Oof… and about a… hundred other things.” He groaned, his voice muffled slightly. He then called out the bounty hunter above. “Listen… could you give me a minute… before you try to kill me..?”

Without even so much as a reply or basic acknowledgement to his request, Hoverboard swooped down to the barely-moving crystal alien and plucked him up by his remaining back spike with a surprising amount of delicacy, and Diamondhead didn’t have the strength to fight back or even complain as the bounty hunter took him into the tunnels. In fact, the world around him began fading in and out as he toed the edge of consciousness.

For the next few moments, there was a slight weightless feeling, as if he were gliding, then a bright light as they finally exited the mineshaft. He was grateful that whoever had decided to kidnap him was actually being gentle for once… until his captor roughly threw him into what felt like an upturned minecart. While the impact didn’t hurt as much as the pummeling he’d received earlier, the flash of red signalling his return to human instantly made every single one of his nerves flare up, and he seized up for a moment. The pain soon died down - how, Ben was unsure - but Ben still had one hell of a headache as he unsteadily got to his feet using the upturned cart as a support. 

“Oww… Couldn’t you have been just a little bit gentler??” Ben snapped at Hoverboard, who’d disembarked their namesake and was now staring down at him with what Ben could only assume was utter contempt. He took a quick moment to glance around the area and noticed they were somehow back in Slatterville.

"7-8 billion sentient beings on this planet, and the Omnitrix happens to wind up on the wrist of a foolhardy youth." 

Ben rolled his eyes. “Urgh… Listen, buddy, chum, pal, I know you’re here to collect the Omnitrix for some reward or something, but like I've told your buddies, this thing won’t come off. Believe me, I tried when I first got it."

"Of course it doesn’t," Hoverboard scoffed, as if it should be obvious. "It’s power utilises alien DNA, which binds it to the host's own DNA structure, both physically and symbiotically. It cannot simply be removed like taking off a hat .”

“I know that! I kinda figured an alien device that falls from the sky, clamps onto my wrist, and resists all attempts of removal would have to be bonded with me anyway. I’m a kid, not stupid like your friends like to imply I am.” Ben crossed his arms and looked away.

"And yet from what I’ve seen, your choice of warriors is based solely on brute strength and little else, a perfect match for your recklessness. Consider your recent ‘victory’ in the mine shaft with the Sotoraggians?" 

"Are you kidding me ?! Not only was it three against one, but I was, and still am, exhausted!!” Ben argued, but Hoverboard didn’t seem like he cared.

"You were mere moments away from losing your life and the Omnitrix. Victory should've been swift and easy."

"Oh, get off your high horse, Mr. ‘Stun-Grenade’ !” Ben clenched fistfuls of his own hair in frustration. His gaze, blurred by tears, then snapped toward his current captor, who stared at him impassively. “What is the deal with the Omnitrix?! Tell me what is sooo important about this watch, that people have actively been trying to kill me just to get their hands on it! TELL ME!!!" His chest rapidly rising and falling, Ben fought hard to keep both himself and his breathing calm, though he knew it was a losing battle. The fact that Hoverboard was just staring at him wasn't exactly helping either.

"...The Omnitrix is not some toy for your reckless amusment. It is the most powerful device in the entire galaxy, devised by a being who is the smartest in 3, arguably five galaxies, and the key to a epic battle, the ultimate war between good and evil."

Ben scoffed out loud, crossing his arms. "OH! Oh, is that it?? Okay then! Well, if this thing is supposed to be the deciding factor in this battle of ‘good and evil’ , then why the hell should I hand it to you, huh?? How do I know what side you're on?"

“You’re still alive, aren’t you?"

At Hoverboard's remark, Ben lowered his guard, but only just. "So you’re a good guy?"

"My mission is to retrieve and protect the Omnitrix at all costs. Since it is attached to you, I will have to bring you back to its creator for its removal." 

Ben scoffed again. "Hahaha, no. If you think I'm coming anywhere with you, Domehead, you got another thing coming,” He pointed his arm out, gesturing at the mines. “Because my family is back there, and there’s no fricking way I’m leaving them behind.”

"That is none of my concern."

His eyes narrowed, Ben glanced down at the Omnitrix and winced at the red dial - knowing his luck today, it probably had chosen to not time in yet, purely out of spite - so he picked up a metal rebar right by his foot.

“Oh, it will be…”

Ben launched forward, wielding the metal bar like a baseball bat, attempting to strike his captor.

"You still haven't learned your lesson?" Hoverboard condescendingly said, dodging each and every one of Ben’s swings with ease. "It's insulting how little you know of the Subterranean Petrosapien's strengths or weaknesses. You've barely scratched the surface of its potential."

Just then, one of Ben’s swings actually struck the mercenary on the leg, catching him off-guard. While that was a victory in itself, he’d done no damage whatsoever, the rebar had bent at a 90-degree angle, which made it more than useless as a weapon now.

"Oh yeah? Do tell me, what makes you such an expert?" In response, Hoverboard’s helmet opened itself up and folded away, showing a crystalline face that was more than familiar to Ben, causing him to drop the rebar in shock. Well, almost familiar, as this face had a few chips and cracks resembling scars, and what looked to be a crystalline beard, but it was a face he knew well.

"You're... a Diamondhead?" He uttered.

“That’s what you’ve named my species? Pathetic,” Hoverboard scoffed in derision, his voice much clearer and deeper without the helmet. “And wrong. My name is Tetrax Shard, a noble warrior.”

Ben sighed, rubbing his forehead in frustration. “Look, please excuse the racism here, but can you just go back to your world? Please?? I just want to go find my family and go for a nice smoothie, and you're not exactly helping my headache, pal.”

At once, Tetrax’s face twisted into a dark glare at that remark, and Ben gulped. “We have wasted enough time.” The Subsapien mercenary snatched the boy up by the back of his shirt.

"Hey, put me down!"

Tetrax reached down for his hoverboard, only for it to be suddenly snatched off his utility belt by a clawed tendril, which quickly reeled back to its owner, and deposited it in their claws.

"Looking for this, perhaps?" Sevenseven asked. Tetrax clenched his fist in anger. “You’re not leaving this planet with the Omnitrix.”

"Even if my hoverboard is destroyed, I have other ways of leaving the planet. Your threats are worthless against me, Sevenseven.”

"Maybe for you, but not for him!" The Sotoraggian pointed at Ben. Then, Sixsix and Eighteight appeared from a corner, the former holding Max by the collar of his shirt, and the latter having a claw wrapped around Gwen’s arm.

"Hands off!" Max shouted, struggling in Sixsix’s grip, only for a pod on his shoulder to open up, revealing a tiny vestigial arm with pale green skin that proceeded to whack Max in the face with a baton. At this, Tetrax could literally feel the heat of the growing anger emanating from the boy in his grasp.

"Grandpa!” Gwen screamed, trying to pull away from her captor to no avail. Eighteight stared straight ahead, unmoving, even as the redhead began kicking her. “Rrr, let me GO!!"

Unaware of the ticking time bomb his brother had just created, Sevenseven tossed the hoverboard behind him into a formation of rocks and morphed his hands into blaster cannon form.

But then the area between the two groups suddenly exploded, the blast shaking the entire area and creating a miniature mushroom cloud. When the dust finally cleared, a smoking Tetrax uncurled from his defensive position, Ben safely tucked into his arms. 

“You okay?” He asked the frazzled boy, who only gave a tired nod in response.

"Ughh, what was that..?" 

On the other side of the town, a yellow energy shield emanating from Sevenseven encompassed all three Sotoraggians and their hostages. Tetrax narrowed his eyes, clenching his fists in rage.

“Prypiatosian explosives?!” The Subsapien mercenary growled in anger as it flickered away. “Those weapons are banned in this galaxy!!” 

However, Sevenseven shook his head in confusion. "Don't look at us! Heavy-duty explosives are Fourfour’s specialty, and she’s not even on this job!”

“Actually, that there would be ours.” 

The new voice drew all attention to a pair of grey-skinned humanoids in red and yellow overalls and truckers caps strolling out of a side street to Tetrax and Ben’s right, and the Sotoraggians’ left, the larger one holding a giant makeshift rocket launcher with a smoking barrel.

“Now, ah believes we are once again currently in a situation pertainin’ to that of a Khorosian stand-off. Don’t anybody move, unless y’all fancy decoratin’ this here town with yer internals and whatnot.” Octagon Vreedle grinned, revealing a set of rotten and misshapen teeth, and aimed his weapon at both groups before him. His brother dropped another rocket into Ol’ Betsy, before hefting it over his shoulder again. “Now then, ah’m gonna request nicely for y’all to relinquish the Omnitrix, or muh brother 'Boid here is goin' tuh forward what’s left of y’all tuh the Null Void in a soup can.”

Sevenseven aimed his blaster cannons at both the Vreedles and Tetrax, as did Eighteight with her gatling-gun upon passing Gwen to Sixsix, who grumbled in annoyance, before following suit as several tendrils tipped with small blasters snaked from various weapon pods. On Tetrax’s end, the suit covering his hands peeled back, allowing him to shape his normal hands in jagged stumps as he stood protectively in front of Ben.

The air was ripe with tension again, as all three parties took aim at one another. A lone tumbleweed passed by, the wind bouncing it along without a care of the chaos about to unfold. The eyes of everyone present flitted between one another, some more than eager for a battle, others more cautious, but all waiting to see who would snap first.

And their answer was given to them in the form of one Ben Tennyson, whose frustration with the whole situation had been steadily growing throughout the day, and now with the arrival of the Vreedles, he’d just about had it with all these bounty hunters. He raised the pistol he’d stealthily acquired from Tetrax’s belt, much to the Subsapien’s surprise, and yelled out loud.

“Relinquish this, space-hillbillies!!” He squeezed the trigger, and a bolt of green energy shot out of the barrel, shattering the mountain behind the Vreedles. Unfortunately, he was not at all prepared for the recoil, which sent the boy flying back and whacking his head on the minecart again. “...Ow…”

“Oh, and that there done hurt mah feelin’s and all,” Rhomboid sadly spoke before his face split in two with a manic grin as he aimed Ol’ Betsy at Ben and Tetrax. “Now ah know which uh y’all’s gittin’ eck-sploded first!!”

And that seemed to be the powderkeg that kicked everything off.

Tetrax grabbed his stolen pistol and slung the boy under his arms as he rushed for cover, right as Rhomboid Vreedle fired another rocket at the spot the Subsapien just vacated.

Devising the Vreedles as the immediate threat, the Sotoraggian trio focused their attention to the hill and opened fire on them, the space hillbillies ducking behind cover to avoid the surge of laser bolts. Then Eighteight spotted Tetrax ducking into a building and switched targets, the lasers shredding the entire front of the building to splinters.

“<Hey, hey! Watch the merchandise!>” Sixsix yelled.

“<Oh, bite me, Sixsix!>” Eighteight snapped back. “<I know what I’m doing.>”

“<Eighteight!>” Sevenseven called out. “<Focus on the Vreedles first - their stupidity makes them unpredictable. Once we take care of them, then go for the Omnitrix.>”

The purple-clad Sotoraggian growled but otherwise followed his orders.

Meanwhile, Tetrax roughly threw Ben to the ground for the second time that day, this time behind a table. The Subsapien glared down at the boy for a few short moments, then pointed at the wooden floor by his feet.

“Remain here.”

"What do you mean, ‘remain here’?" Ben asked the mercenary. "We gotta help them!"

"There is no ‘we’, boy. I could care less what happens to your family," Tetrax said, harshly. "Keeping the Omnitrix secured is the only priority here."

Ben gritted his teeth, then gestured to an open hole in the wall, opening up to a completely empty desert.

"You see the vast amount of nothing out there, Rockhead?" He asked the Subsapien.

“I don’t have time for--”

"Out there, is the amount of the fubbernucks I give about ‘your priority’. My family is the only priority I care about.” Ben tried to get past the mercenary but was quickly shoved backward.

"Don't be foolish, you cannot save them. You would soon be overpowered and captured. The best course of action is to retrieve my hoverboard, before we can leave the planet."

"But--" Ben began, but the ground shook violently and the walls around them trembled, the tremor most likely caused by yet another explosion from Rhomboid’s weapon. Tetrax glanced outside for a moment before returning his gaze to Ben. 

"Stay here." Tetrax’s helmet slid back into place, and the mercenary rushed outside, smashing through the ruined entrance. Almost immediately, Sixsix spotted him, and let loose with his cable blasters.

“<Subsapien bastard!!>”

In return, Tetrax thrust his fist into the ground, and a line of huge diamond spikes erupted from the dirt toward Sixsix, knocking him down and causing him to let go of his hostages, who immediately ran for cover. Eighteight turned her gatling-gun on him, but Tetrax powered through the laser bolts and bull-rushed both her and Sevenseven out of the way, making a leap for his hoverboard and successfully retrieving it from the rocks.

With his prized ride in his possession, all eyes locked on Tetrax as he took to the skies, circling around a water tower before jumping off and stomping Sevenseven into the ground. 

At the same moment, the Vreedles took advantage of the distraction and moved closer so they could take part, with Rhomboid sucker-punching Eighteight and hammering her into the ground with a large fist, and Octagon blasting Sevenseven in the head with his slugthrower. 

Hiding behind a nearby rusted fuel tank, Max and Gwen had front-row seats to a full-on three-way brawl between one Subterranean Petrosapien, two Vreedles, and three Sotoraggians. The free-for-all kicked up so much dust and sand that it was almost completely obscured, flaming flechettes and crystal shards flying in all directions.

At one point, Eighteight was suddenly launched at high speeds out of the dust cloud, landing a far distance away from the fight. Pulling herself up, Eighteight shook her head, before locking eyes with their target poking his head out of his hiding spot. Ben jumped and retreated back into the building, and Eighteight swiftly followed, revving up her weapon.

As the Sotoraggian began her hunt, behind a table in the far corner of the room, Ben was face down in the Omnitrix, sifting through his available forms and trying to figure out which alien would be perfect for the job. 

Four Arms was strong, Heatblast had a lot of firepower, Ripjaws had one hell of a bite, and Grey Matter was highly intelligent, but considering how two of his more versatile forms had fared against the bounty hunters, none of them were exactly looking to be good options.

He’d seen, and felt, how strong that purple-suited bounty hunter with the large weapon was, which ruled out Four Arms, Ripjaws in the desert was about as much use as a cheeseburger to a drowning elephant, and he wouldn’t be surprised if those bounty hunters had some sort of fire suppression tech.

Out of every option he had, Grey Matter was looking to be the most viable. 

He wasn’t too sure about the idea, but if he could get to them without being blasted, Ben was sure Grey Matter could wipe out their jetpacks at least and put them on even ground at least, but then there was the matter of not just the Vreedles, but possibly Tetrax too. He still wasn’t sure of his views on the Subsapien mercenary yet, so he was in the ‘possible enemy’ section of his game plan for the moment.

And then, as the sound of Eighteight smashing a nearby table carried into his ears, Ben stopped fiddling as his eyes widened in realisation. If there was one thing every bounty hunter or mercenary he’d encountered today had in common, except Tetrax and possibly Eigheight, they all seemed to rely on their various amounts of tech and gadgets.

Tech, and gadgets. 

And in that instant, he made his decision. 

As Eighteight slowly advanced to his hiding spot, a grin that wouldn’t look too out of place on a maniac almost split his face in half while he flicked the dial to his chosen form. 

It was time for the hunter, to become the hunted.

With a growl, Eighteight kicked another upturned table into pieces, her frustration growing by the second as the Terran beat continued to elude her. 

Suddenly, the entire room illuminated green, and Eighteight spun round to see a green flash dying down behind another table in the corner. A quick burst of energy bolts utterly shredded the table, as well as the floor and walls behind it.

And yet, as she stepped forward to inspect the damage, there was no sign of the Omnitrix, nor of its wielder.

“<Where are you, you little twerp?!>” She snapped, waving her weapon in every direction, but only silence answered her.

Just then, there was a creak on the other side of the room, but when she turned to look, there was nothing there. 

Then a shattering sound came from behind, and Eighteight spun on a dime to find a wooden chair, one that had been broken with some force.

In future, Eighteight would very much deny such a thing using some choice colourful language, but right now, at this current moment, some part of her was trembling in fear, and that part was starting to overtake the rest of her.

Unbeknownst to the Sotoraggian, a shapeless mass shifted about in the rafters, watching her increasingly paranoid movements closely. 

It had a plan, a very good plan that it could almost certainly enact anytime it wanted.

But considering the day’s events, it had a lot of stress and anger to vent, and so it decided to do so in the only way it could.

Payback.

Those bounty hunters spent the better half of the day hounding it, so now it wanted to give them a taste of their own medicine, see how they like hunted down by someone much stronger than them.

When it used its weight to make the building shake, it delighted in the way the bounty hunter freaked out. All it had to do now was wait until she noticed it, and then--

Ahh.

There we go.

It took a moment, but the bounty hunter eventually looked up and her breath hitched at the sight of a rippling black and white mass blanketing the entire ceiling. Then green circuit lines gradually appeared across the shiny mass, illuminating the entire room and her vision.

And once the mass launched itself at her, Eighteight had only a second to realize how screwed they all were before her world went black.

Back outside, the scuffle in the dirt had unfortunately taken a turn for the worse. After a punch to the temple from Rhomboid, Tetrax was dazed and unable to stop Sixsix from wrapping around his midsection and jetting off into the air, before bringing the Subsapien back down in a suplex maneuver, the impact creating a small crater. Tetrax groaned in pain, but before Sixsix could take advantage of this opportunity, he caught the sounds of struggling nearby.

It seemed that when Sixsix had been dealing with Tetrax, the Vreedle brothers decided to gang up on Sevenseven. The tallest member of the trio was holding his own despite the odds and had slashed Octagon’s weapon in two with his buzzsaw, but he was still outnumbered against unpredictable enemies.

Before Sixsix could lend his assistance, Max Tennyson took advantage of his distraction and leaped onto Sixsix's back, wrapping his arms around the bounty hunter’s neck, and inadvertently saving the Subsapien’s life. To the Sotoraggian’s surprise, and to Max’s credit, the elderly man was much stronger than he thought and managed to knock him off balance and topple him to the ground.

"Gwen, run!" Max shouted to the redhead. Unfortunately, Gwen was frozen in place, fear taking hold of her body as tears streamed out of her eyes.

Suddenly, a set of claws gripped his shirt and Max found himself thrown forward and pinned down on his front, Sixsix’s knee digging into his lower back. As Gwen yelled in fear, the Sotoraggian pulled out his dagger again and was about to plunge it down into the old man, when an explosion from one of the houses further down the street instantly ceased all fighting.

Tetrax, realizing it was the house he’d hidden Ben in, tried to push himself up to save the Omnitrix, when a shape crashed through the roof and landed a few feet away from Sevenseven, who recoiled in shock, as did Sixsix, when they laid eyes upon their elder sister.

Eighteight looked like she’d been through a warzone, her jumpsuit was had open holes in some spots, most of her weapon pods were either missing or smashed in, her jetpack was damaged beyond repair, and her helmet had cracked open, revealing one of her bruised eyes screwed shut in pain.

She weakly lifted a hand toward Sevenseven and spoke only one word…

“<...run…>”

…before her hand went limp, and she collapsed.

But before either of her brothers could even think of reaching her, the house she’d been launched from suddenly exploded in a shower of wood and glass, and something scuttled out of the wreckage. When the dust finally settled, everyone found themselves staring at Eighteight’s gatling-gun, only now it was black, white, and covered in green circuit markings, and it sat upon a rounded base with three robotic pincer legs and the Omnitrix badge displayed between the front pair. In the center of the barrels was a green circle, which then flickered into a widened ‘x’ shape.

His eyes widening in realization, Tetrax suddenly shot up, snagged both Gwen and Max under his arms, and scarpered down the space between two houses. As soon as the Subsapien disappeared around the corner, a pair of compartments on either side of the weapon slid open, revealing a set of missile launchers right as the barrels began spinning.

“Mechamorph!!” Sevenseven yelled out.

That was the only warning the Vreedles and the Sotoraggians had before all hell broke loose, and Upgrade unleashed an absolute swarm of laser bolts and missiles that chewed through pretty much everything he aimed at; wood, rock, even steel, nothing stood against to the onslaught.

And Upgrade was enjoying every last second of it. 

“And they said violence is never the answer!! AHAHAHAHAA!!!”

But unbeknownst to him, he surprisingly wasn't the only one having a good time.

“Well, if'n that ain't thuh purtiest de-ath machine ah ever seen, ah don't know whut is! HEE-HA-HA!” Having taken cover in a sand dune nearby, Rhomboid Vreedle was kicking his feet in joy, stars in his eyes as the area around his hiding spot was demolished. "That lil' scamp's got good taste, hoo-wee!!

“Now ‘Boid, ah is understandin’s yer excitement and all, but would it not be entirely feasible tuh wait until after it’s stopped shootin’ at us before gushing over it?” Octagon sighed to his right.

“Oh, but Octy!”

A groan came from Rhomboid’s right. “Must you whine like an infant? Due to your kind being the way it is, I’m not sure you’ve enough brain cells to notice that we are currently under attack?!!” Sevenseven groaned. Beside him, Sixsix gently held the prone form of their sister.

Rhomboid slowly turned to face the Sotoraggian, a rather stormy expression set on his mug. “Whut do yew mean ‘yer kind’?” 

Thankfully, explosions suddenly shook the ground and reminded them all of the current situation before things got too heated. 

“Well, ah am proposin’ a, what ya might call, ‘temporary partnership’.” Octagon said, drawing three sets of eyes to him. “Jus’ until that mechanical menace is taken down, then we can resumes our skirmishin’ over thuh prize. Sound like a deal to ya?”

He held out a hand to Sevenseven, who stared at it for a moment, before reaching out and shaking it without a word.

“Glads tuh have ya on board, temporary partner.” Octagon smiled. “Now then, here’s the plan…”

While the bounty hunters colluded with one another, tucked behind a formation of rocks on the other side of town, Tetrax growled in frustration as he listened to the sounds of mayhem.

“I told him to stay out of my way.”

“Yeah, he doesn’t tend to listen well to orders sometimes,” Gwen replied.

Another explosion blew up a house a few feet, and Tetrax generated a dome of crystal around themselves, shielding them from flaming debris. 

“I need to stop him before he causes any more damage,” Tetrax declared, but Max placed a hand on the Subsapien’s shoulder. 

“I’d… sit this one out if I were you.” Tetrax pinned him with a raised brow, asking for context. “When Ben gets in a bad mood, he likes to vent his stress by smashing things up, says it actually calms him down. And he’s not had the best time recently, what with having to fight off a whole lotta Limax a few days ago.”

Tetrax started. “Limax? There were Limax on this planet?”

“Mhm,” Max nodded. “They actually managed to get ahold of not just me, but also my sister and her entire retirement community, and my grandkids were left to fend them off by themselves.”

Gwen shivered, a grimace on her face. “Eugh, please don’t remind me.”

“Sorry, pumpkin.” Max faced the Subsapien again. “As you can see, and hear, it shook them something fierce. In Ben’s case, he’s been obsessing over getting stronger so he can protect us, but he keeps pushing himself to the brink because of it. So, I’m asking, just leave him be for a moment, I’m sure he’ll calm down when he times out.” 

Then there was another ground-shaking blast, bigger this time, followed by what sounded like computerized maniacal laughter.

“...Hopefully.”

Max’s words didn’t put Tetrax at ease one bit, but he decided to bite the bullet and stay put for the time being. 

But as for the boy in question?

As a volley of missiles reduced another building to smoldering ruins, the barrels slowed and the missiles stopped, and Upgrade took a moment to admire the destruction that he himself created. From the start of the Mechamorph’s rampage, four separate buildings had collapsed, several more were on the verge of doing so, and even more were on fire.

And he’d never felt happier.

“Ahh, that felt good.” 

But his respite was short, as he soon felt a series of laser shots bounce harmlessly off his side. Upgrade swiveled around on his base and spotted Octagon Vreedle dual-firing a pair of pistols at him from the alley. Then came the whirring sound of a jetpack from above, and Upgrade looked up to see Sevenseven up in the air aiming his blaster cannons down toward him.

So they wanted some more? 

Upgrade was more than happy to oblige that request - he could vent a little more anger after all.

Designating Sevenseven as the larger threat - and not because he really wanted to give that monologuing jerk a piece of his mind - Upgrade unleashed hell on the Sotoraggian, who jetted out of the way to avoid the incoming barrage. The bounty hunter was nimble and highly experienced in the air, Upgrade could give him credit for that, but even he could dodge all of the Mechamorph’s missiles, and eventually, one finally struck their jetpack, sending Sevenseven spinning out of control and out of sight.

With the second Sotoraggian down, Upgrade swiveled back around to face Octagon Vreedle, but the space hillbilly was nowhere to be found. Scuttling forward, he noted plenty of viable hiding spots where the Vreedle had shot from.

But there wouldn’t be for much longer.

With another revving of the barrels, Upgrade shredded anything and everything in sight. Yet another house caved in once its supports had been utterly shot to oblivion. 

However, what Upgrade was unaware of was that while he’d been focused on Sevenseven, Octagon had simply retreated back towards a large rock formation by the mineshaft, where Rhomboid Vreedle had taken up post. The heavyset Vreedle had the business end of Ol’ Betsy pointed right at their target.

And now, with the Mechamorph-hijacked gatling-gun distracted, the perfect moment had come.

“Now, ‘Boid!” Octagon yelled, and Rhomboid fired a rocket, which detonated the moment it made contact with the ground beside Upgrade, enveloping the living turret in a huge ball of flame and energy.

“HAHAH!! Didja sees that, Octy?!” Rhomboid yelped in glee as shrapnel and blacked globs rained down from the sky. “Hoo, doggy, we gots that var-mint!!”

“Yes, ‘Boid, ah did indeed see that.” Octagon said, patting his brother on the shoulder. “Now, how abouts we acquire our reward?” 

But before the Vreedle’s could move forward, Sixsix rocketed down in front of them, blocking their path.

“<Don’t even think about it. That reward’s mine!>” He snarled, but the Vreedles looked at him dumbly.

“Wutchu sayin’? Ah don’t talk that gobbledygook.” Rhomboid asked.

“Ah thinks, ‘Boid,” Octagon answered, giving the last Sotoraggian standing an odd look. “He’s terminatin' our partnership an' believes he’s inclined tuh helps himself tuh our hard-earned gains.”

“...Well, we can’t be havin’ that now, can we?” The Vreedles aimed their weapons at Sixsix, who whipped out his entire arsenal - grenades, pistols, energy daggers, blaster cables, the works - in response. 

Octagon grinned a nasty grin. “Ah believes we has yah outnumbered two-on-one, buddy, so how abouts yah stow away those weapons o’ yours, and we can just...”

Sudden movement from over the Sotoraggian’s shoulder caught his eye, and Octagon Vreedle felt his heart sink.

“Oh sweet Ma Vreedle…” He gasped, and after following his gaze, Rhomboid and Sixsix both understood just what had rattled him so.

Piles of black blobs of melted metal were shuffling about on the ground, converging on one spot where they grouped together, glowing and coalescing into a humanoid shape, until the familiar black and white body of Upgrade appeared, his optic still in an ‘X’ shape, only now it began pulsing with a slight buzzing noise. The Mechamorph looked unsteady, his body flailing slightly as if he were about to tip over.

If Ben had to be honest, getting blown apart had been his own fault. He’d been too careless, and now his head was pounding like crazy, which only served to annoy him even more. But angry as he was, Upgrade had to admit he took a slight bit of satisfaction at the way the bounty hunters flinched as his filtered voice let out a mechanical snarl.

“So that’s how you want to play it? Fine..." 

Then, without warning, a gigantic bright green plasma beam fired right from his optic cross catching him completely off guard. Because he was still lightheaded from literally pulling himself back together, the Mechamorph was barely able to control it’s trajectory, and the beam spread reduced what remained of Slatterville to utter ruin, carving through rock, incinerating wood, melting steel, and scorching the ground underneath.

When the beam finally died down, the cross-shaped optic on Upgrade’s face flickered back to the more familiar ring, and he put a hand to his head as the dizziness returned with a force.

Whatever he just did, it certainly didn’t help with his headache at all. 

And neither, did it seem to finish the bounty hunters off, as he seemed to spot both Sixsix and the Vreedle brothers stepping out of whatever cover they ducked behind, shoving smoking debris off their bodies.

“Oh for crying out loud…” Upgrade groaned in frustration. He was far past the point of venting anger, now he just wanted this to be over and done with. So while they were distracted, Upgrade quickly slid toward them, his liquid metal body practically gliding over the ground, and reached one hand to Sixsix’s jetpack, melding it with the tech.

"Guess who?" He called out, shocking the Sotoraggian, who immediately began struggling in the Mechamorph’s grip. "Gee, I wonder what would happen if I did this?" 

After messing with the tech in his jetpack, the bounty hunter shot off uncontrollably into the sky and went careening toward a nearby water tower, smashing through several of it’s supporting struts. Once his jetpack finally shorted out and Sixsix crashlanded in the ground a few feet away, kicking up a large cloud of dust, Upgrade couldn’t help but chuckle at the looney-tunes position the Sotoraggian landed in - his upper body was buried in the ground, while his legs pronely stuck up in the air, one foot twitching every now and then. 

But then, Upgrade found the business end of Ol’ Betsy shoved in his face.

“End o’ the line, terran.” Octagon said from beside a grinning Rhomboid.

Then came a slight creaking sound from above, and the three looked up at the water tower. As the supports snapped and the tower came down, Upgrade quickly slid back out of the impact zone.

“Aw, dip…” Rhomboid sighed, before he and Octagon were crushed underneath the wooden container, which broke apart on contact, spilling mildew-infested water everywhere.

Upgrade recoiled when the liquid splashed against his legs - despite being made from liquid metal, the sensation was unpleasant. "Gross, but I suppose that's one way to beat the desert heat.”

The Mechamorph heard shuffling from behind, and whirled around, ready to fight, but relaxed upon laying his optic on Max, Gwen, and Tetrax, the lattermost of whom was looking at the utter destruction caused by Upgrade’s battle, impressed. "A little overkill, but all in all, nice work… for a human." 

Upgrade’s optic ring flashed in surprise at the compliment, before shifting into a crescent shape.

It felt really nice to be complimented sometimes.

Around half an hour after Tetrax had rounded up the other bounty hunters with his Stasis Cube Projector, he’d been lecturing to a very enthused Ben about some of his transformations, such as their basic powers, species names, and a brief history of their homeworld, the boy jotting his words down on a notebook.

“...And that should be all of it. The rest I’ll let you figure out for yourself.” The Subsapien had been quite surprised at how willing the boy was to listen and improve his own knowledge. “In the meantime, I shall return as soon as I am able."

Ben nodded at first, then blinked in confusion as he properly took Tetrax's words in.

“Wait, hold on.” He looked up from his notes in confusion. “What about the Omnitrix? I thought you were going to remove it.”

"Well, from what I’ve seen, it's in good hands." The Subsapien then pulled out his hoverboard, and passed it to the boy, who’d been so caught off guard by the praise that he’d almost dropped it. "Until then, this might be of use. Consider it a gift.”

"Your hoverboard? You sure you want to give this to a 'foolhardy youth'?"

"I can always take it back."

Ben clutched the hoverboard close to his chest. "No. Mine...Thanks."

“Alright then. Until we meet again.” With his goodbyes said, Tetrax’s helmet slid back into place before his body dissolved into particles, which shot up into the sky and faced from view.

Gwen turned to her cousin. "How is it that you always attract the strangest people?"

"You know, I genuinely have no clue," Ben looked back at her with a sly grin. “Maybe it's part of my magnetic personality? Eh?"

"Right..." Gwen said, rolling her eyes at the lame joke. "Oh, by the way. I've been meaning to give something to you myself." She pulled out a bottle of suncream and dumped the entire contents onto his head.

"Hey! What was that for?" Ben shouted, only to falter when he noted the furious expression on her face.

"Leaving me and Grandpa to fight off those creeps on your own, what else?!” Gwen snapped. “You could’ve been killed!”

“I know, I know,” Ben said, placating the redhead, shaking the rest of the suncream from his hair. “Look, I’m sorry I did that, okay? I just didn’t want you guys to get hurt because of me, but me being me, I didn’t think things through, and you guys ended up getting captured.” Ben put one hand on his heart. “If it make you feel any better, I promise not to leave you guys behind again. Probably.”

“You better not, dweeb, or I’ll make you sorry.”

With that out of the way, Ben pocketed his notepad, took one more look at the remains of Slatterville, and let out a big sigh of relief.

“Man, I’m beat,” He mumbled, before turning to the others. “Right then, methinks we should probably head back. I don’t know about you guys, but I need a week-long nap after the day we’ve had.” 

Following nods of agreement, the Tennysons began their long journey back to the Rust Bucket. With so much fatigue running through his body, there was no way Ben was going to try out his new toy until he had a proper rest. 

And rest he could, now that he was absolutely sure there were no more bounty hunters, alien or otherwise, to pop out of nowhere, crawling out of the woodwork, right?

But as they left the ruins of Slatterville behind, unbeknownst to them, a lanky mechanical figure phased into view atop a large mound of rock, his green optics observing the trio closely.

While the rest of the bounty hunters had been running around after the Omnitrix like a band of idiots, he had been more than content to watch the boy from a distance. One aspect his line of work required was patience, and luckily for his benefactors, he was very patient. 

When he’d first taken the job, the bot had no clue what they would want with the Omnitrix, nor did he really care, but unlike that pathetic excuse for a conqueror up in orbit, they’d offered something of actual value to him should he deliver. They’d even given him full control of the delivery time, which initially surprised him at first, but that made the deal sound all the sweeter.

Half the fun of a hunt for him was the psychological aspect - slowly whittle down the target’s defenses over a period of time, then strike when they’re at their lowest. For this job, he had all the time in the universe, and after what he’d learned from the boy on this day, his temperaments, his limits, the bot know he was going to have fun breaking him down.

“You may think yourself as clever as you are fierce,” He grinned, his hook glinting in the sunlight as he stood up from his crouch position. “But I’d watch your back, Benjamin Tennyson. Things really aren’t looking good for you…” 

Chapter Text

It is often said that some of the most remarkable qualities of heroes are loyalty, integrity, and above all, patience. Lots and lots of patience. And right now, Ben found that patience being tested by some little snotrag in the next car over. 

It had been a peaceful drive at first - Max had announced that their next destination was a surprise and refused to say anything else on the matter - but then a car had pulled up alongside them and the child sitting in the back decided to make it his mission to annoy the Tennysons any way he could by making all sorts of odd expressions, all while the parents seemed completely oblivious.

Ben was content to ignore him at first and hoped they’d just pass on by, but for some unknown reason, they remained right by the Rust Bucket’s side. And then the kid took things up a notch by wolfing down a burger and showing off the chewed-up mulch on his tongue.

Retching at the disgusting sight, his gaze turned to his cousin, typing away on her laptop as always - though, if the faint twitching of her eyes were anything to go by, she was quickly reaching her limit too. Not wanting to disturb Max and cause a fuss, the kids could do nothing but sit there and endure the antics of the nuisance outside their window. Ben was so, so very tempted to retaliate in kind, but that would just bring him down to their level. He was better than that. 

Sometimes.

“What’re you planning, doofus?” Ben’s attention was drawn to Gwen, who’d flicked her eyes up from her laptop. “You’ve got that look on your face.”

Ben simply let out a small chuckle, holding up the Omnitrix as a devilish grin grew on his face. “I got an idea. Fancy playing along?”

Gwen stared at Ben for a good long moment before mirroring his smirk.

In the next car over, the little brat was starting to get bored. He’d tried everything to annoy that boy and girl in the RV, and while he seemed to score a point with the “seafood special”, they just didn’t even acknowledge him afterward. 

And that wasn’t fun at all.

But right as he was about to make one last attempt, which entailed writing a bunch of rude words and a giant butt on a cardboard sign, the boy was suddenly yanked out of sight. He didn’t think much of it at first, but then he noticed the girl's fearful expression. 

And then he saw it.

A giant bug monster suddenly loomed over the girl, growling and spewing green slime everywhere, its claws twitching as they grasped her shoulders, and as the creature moved in to devour the girl just as it did the boy, its jaw splitting in two , he screamed in terror. This got the attention of his parents, who both took one look at the bug monster and screamed in fear themselves before their car shot off in a hurry.

Once they’d left the RV in the dust, Stinkfly fell backward on the floor, holding his gut and kicking his legs in the air with absolute mirth, while his cousin barely restrained her laughter. 

“What’s so funny back there?” A voice from the front called out.

“Nothing, Grandpa,” Gwen replied, suppressing a few more chuckles. “Just Ben taking a joke and running it off a cliff, as per usual.”

“Hey, funny is funny!” Stinkfly guffawed before two eyestalks faced her. “Besides, hypocrite, you’re laughing too!”

“I’ve no clue what you mean.”

“Well, in any case, you better get up here.” Suddenly, the Rust Bucket shuddered to a halt, the sudden jolt causing Stinkfly to slide up to the front and smack his head on the dashboard. “Oh good, you’re all ready to go. We got trouble up ahead.”

Stinkfly rubbed his head with a pained groan before his eyestalks took in the scene before him. The Rust Bucket had stopped on a bridge, and up ahead, a large box truck had smashed through one of the guard rails and was now dangling precariously over the edge. To make matters worse, the driver was still in the cab.

Without another word, Stinkfly quickly exited the Rust Bucket and zipped over to the truck. By some luck, the guardrail had held together and was currently the one thing keeping both it and the driver from going over, but the loud creaking and groaning told Stinkfly that it wouldn’t hold for long. Picking out a few specific gaps between the truck and the bridge, Stinkfly fired a few globs of slime from his eyestalks, which quickly solidified and stabilized both for the moment, allowing him gently to land on the roof of the cab and tear it open with his stinger. 

The surprised trucker took a bit of effort to haul out of the truck, on account of his would-be rescuer looking like something that’d crawled out of a horror movie, but eventually, he pulled it off, and in the nick of time too - the moment Stinkfly took to the air once more, the guardrail finally gave way and the truck plummeted down into the water below. With the driver’s weight causing him to struggle a bit, Stinkfly flew him back over to the bridge and set him down by the gathering crowd, who cheered him on. 

“You all good, sir?” Stinkfly asked, but the trucker let out a loud fearful scream and took off faster than the Lepidopterran could blink. “Oookay…”

“Hey!” Stinkfly’s eyestalks turned in the direction of the voice and balked upon seeing the brat from earlier pointing right at him. “That’s the monster that ate those kids!!”

“Oh well, would you just look at the time, gotta fly now, bye!!” Stinkfly quickly took off before he’d outstayed his welcome.

“Well, that could’ve gone better…”

The Tennysons were soon back on the road, now that things were mostly sorted out, and Ben was currently headdesking after realizing his little prank had, for lack of a better term, gone wrong. Gwen drummed her fingers on the desk, and Ben didn’t need to look up to know there was a smug grin on her face. 

“Did I, or did I not say that you ran the joke right off the cliff?” 

Ben lifted his head, sighing. “You know you fully participated in that prank, right? So why do you assume you’re exempt from cosmic retribution?”

“Because, doofus,” Gwen crossed her arms. “ I’m not the one who, A, can turn into a fumigator’s worst nightmare, and B, came up with the idea to permanently traumatize a kid.” 

“Yeah, not exactly my proudest moment,” Ben sighed. “But how the heck was I supposed to know that that guy was gonna cut in front of the truck like that?” 

“People tend to do stupid things when scared, doofus. Perhaps you should’ve thought about that.” As always, Gwen has a witty retort, so Ben decided to just end the conversation right there and watch the fields go by as they drove to their destination, Gwen followed a moment later until she spotted a road sign that only fueled her curiosity about their destination more.

“ ‘You’ll have a ball with ‘IT’, ’” she read aloud. “ ‘Next exit.’ ”

“C’mon Grandpa, at least tell us what ‘IT’ is?” Ben pleaded. “A hint, maybe?”

“Ah-ah, no hints,” Max said, his tone giddy and gleeful. “I’ve been planning this stop all summer. You’ll have to wait until we get there.”

The kids stared at each other with a slight hint of frustration but kept quiet and returned their gazes to the window. The dusty fields seemed to go on for ages, until finally, about half an hour later, the Rust Bucket finally trundled to a stop. The old man was practically buzzing with excitement as he hopped out of his seat and made his way to the door, but as the kids got up to follow, Max turned to them with the biggest smile on his face. 

“Okay, now I want you both to close your eyes,” Once they did, Max opened the door and stepped out, leading them out and away from the Rust Bucket. “Alright, open ‘em up!”

Their eyes flew open and laid eyes upon the most anticlimactic sight they’d seen so far. 

“Welcome to ‘Sparksville’ ,” Gwen read out the large sign above their heads. “‘Home of the ‘World’s Largest Collection of World’s Largest Objects’ ?

“A tourist trap?” Ben turned back to Max. “We drove all the way here for a tourist trap?”

“Oh, c’mon!” Max said, the grin never once fading. “You seem glum now, but I guarantee the pair of you’ll be enjoying yourselves soon!”

Ben raised an eyebrow in doubt, then looked back at the sign. The backdrop of the sign seemed pleasant and sunny as if informing those who read it that they were about to step into a holiday paradise or some kind of extravagant attraction, but looking past that, it was clear the sign was just a front. 

The town itself was pretty basic looking at first glance, having such classic small-town locales as a rustic diner, an arcade, and even the ever-popular town hall. Then they noted the giant props bolted onto the roofs of every building, including, but not limited to; a giant hot dog, a giant boxing glove, a giant rabbit head with antlers for some reason, and a giant fishbowl.

In short, everything about the town seemed normal on a surface level, aside from the giant props everywhere, but Ben wasn’t entirely convinced; after all, the last time a town they visited seemed “normal”, they’d ended up in the plot of a sci-fi horror movie. Now, while there seemed to be a lot of younger people around this time, ranging from small children to full adults, there was no way Ben would allow something like that to happen again, so he’d make sure to keep an eye on the old folk, just in case.

Speaking of which, one seemed to be approaching them right now, dressed in a crisp blue suit with swept-back sandy brown hair, and a nametag on his lapel that cheerfully read “Hi! My name is Earl!” This contrasted his blank expression, gazing at the Tennysons with a seemingly boundless supply of boredom and apathy.

“As the mayor of Sparksville, it is my honor to welcome you to our little slice of America, O’ seekers of wonder,” said the mayor in a tone so monotonous that Ben wondered how this man managed to find the will to get out of bed every morning. “Visits to see ‘IT’ begin at two o’clock. Please enjoy your stay.”

And just like that, Earl walked off without so much as a “Take care” or anything. 

“...Well, I know you two are super excited to see ‘IT’, so I’ll go check us at the motel. Have a look around in the meantime.” Max handed Ben and Gwen a ticket each and took his leave. 

The pair gave one another a shrug before making their way to the empty turnstile that stood below the sign, blocking their access to the town. With no one inside the old booth, Ben rang the bell for service and was met by Earl the Mayor again, who now sported a ratty grey cap on top of his suit.

“Tickets, please.”

Ben blinked in confusion. “...Didn’t you say you were the mayor just now?” 

“He who wears the crown is burdened with many hats, son,” Earl took the tickets and partially ripped them, before gesturing with a half-hearted wave for them to pass through. “Go on in, and mind the signs.”

After a quick look at Earl, Ben, and Gwen pushed through the turnstile and entered Sparksville proper. Contrary to their initial thoughts, there were a fair few groups of tourists milling about the area, though, on closer inspection, some looked almost as bored as Earl - Ben surmised these people to be the residents of Sparksville.

Gwen placed her hands on her hips. “So, doofus, where to first?” 

“To be honest, I’m not sure,” Ben shrugged. “Maybe we should ask that Earl guy for a map?”

Gwen hummed in agreement, but when they turned back to the ticket booth, Earl was gone, nowhere to be found. 

“Oookay, scrap that idea. How about we just wander around this bemusement park and see where the wind takes us until that “IT” thing opens up?” Gwen stared at her cousin, a brow raised, but shrugged. 

“Better than nothing, I suppose…” 

And so began Ben and Gwen’s jaunt through Sparksville, taking in the sights and generally just trying to pass the time until the much-hyped ‘main event’. They stopped for a quick bite to eat at the diner, home to the “World’s Largest Hot Dog”, which was situated on top of the roof. Non-edible, much to Ben’s disappointment, but otherwise interesting. It was pleasant at first, but then Gwen decided, for some reason, to empty the contents of several condiment bottles on him, which in turn caused Ben to retaliate in kind, before both were asked to leave for inciting a food fight among the other patrons.

Eventually, they ran out of ideas and were now just sitting on a bench in front of a statue of “The World’s Largest Jackalope”, sorting through the various pictures Gwen had taken with a cheap camera she had procured at a nearby gift shop, which surprisingly did not have the “World’s Largest Collection of Knick-Knacks”, though it did have a certain mayor working at the checkout. One that caught her eye was of her and Ben poking their faces through the “World’s Largest American Gothic Cutout” - Max took the pic before taking off to explore on his own - but their heads were little more than the size of a pimple compared to the size of the cut-out hole. 

Ben was sitting right next to her, wearing jackalope antlers on a headband, big googly-eye glasses, and a crummy white shirt with just the word “IT” pasted in front in bold red letters, both his items from the gift shop, and replacement for his usual shirt since it was smothered in ketchup, mustard, and all sorts of relishes and condiments, all paid for by Gwen, of course, at his “polite” request.

“So…” He began, sitting back and holding up his fingers. “We’ve visited the “World’s Largest House of Cards”, the “World’s Largest Fishbowl”, the “World’s Largest Mobile Planetarium”, and the “World’s Fifth Largest Collection of Antique China”.” Ben crossed his arms and looked at his cousin. “Is there anything else of interest in this “World’s Largest Snoozefest”, or should we go see “IT”?”

Gwen put her camera in a plastic bag, and leaned back on the bench, staring up at a giant furry chin. “I don’t know. What’s the time on the “World’s Largest Alarm Clock” to say?” 

Ben looked down the street to their left at the humongous digital clock sitting on top of the town hall. 

“Looks to be about a few minutes to 2. I say we shake a leg and see what all the fuss about “IT” is about.” Ben stood up and stretched his back. “You comin’? I see a sign for it over there.”

“Sure, why not?”

The pair set off on their search for “IT”, until the signs they followed eventually led them to an old, rickety barn near the outskirts of Sparkville. Outside the barn was a velvet rope, and next to that was a ticket booth, with none other than Earl the Mayor/Attendant/Gift Shop Salesman - or whatever he was now - waiting inside. Now he was wearing a sparkly cape around his neck, perhaps in some attempt to seem mystical, though his trademark blue suit and blank look didn’t sell the look.

He exited the booth and stood in front of the entrance to the barn, hands clasped together as if plotting something. “Through these doors lies the weirdest, wildest thing to ever find its way to Sparksville…” Earl’s attempt to sound ominous, if he was even trying at all, was a bit undercut by his empty gaze and monotonous tone. 

“So “IT” is inside, right?” Ben asked. His only response was a blank stare from Earl, who unhooked the rope and pushed the barn doors open, which parted with a loud creak into a long dark corridor, illuminated only by candlelight. As Earl led the children through the corridor, they noticed signs across the wall, each reading out messages in big, bold letters.

“Do not touch “IT”,” Ben read one aloud.

“Do not photograph “IT”,” Gwen read another.

“Do not use batteries or electrical equipment anywhere near “IT” ???” The pair read in unison, incredulity slipping into their voices. 

Ben faced Earl. “What’s so special about “IT” that no one can even take pictures of it? Isn’t that the whole point of these places?”

Much to his frustration, Earl remained silent as they entered a dark room, again lit only by candles. All that was visible was a pair of purple velvet curtains hiding something from view, and a large plaque hanging from the ceiling that read “THIS IS “IT ””. Stepping to the side, Earl half-heartedly pulled on a large rope, and the plaque rose into the rafters via a set of pulleys, once Ben and Gwen’s anticipation grew to its peak, the curtains drew back agonizingly slow to reveal that the much-hyped “IT” was a far larger anticlimax than Sparksville itself.

Ben’s brow twitched in irritation. “That’s “IT” ?” 

“Your ‘weirdest, wildest’ attraction is literally just the ‘World’s Largest Ball of Rubber Bands’?” Gwen asked Earl, who gave her a look as if to say he’d been through this song and dance before. 

“Actually, a place in Oregon had the ‘World’s Largest Ball of Rubber Bands’ before it up and mysteriously disappeared. This one ain’t much bigger than that,” He glanced up at “IT” for a moment before adding, “And who knows what secrets lie within …?" 

If this whole presentation was meant to mysterize “IT”, it was failing miserably, though the kids couldn’t decide on whether it was due to Earl’s poor delivery, or the fact that their greatest “attraction” was the most anticlimactic thing they’d seen in their lives.

Earl turned to leave. “Stay for as long as you like,” he said before something in his eyes changed. Though his face remained blank, he stared at the kids with a strange intensity that sent a chill down their spines as he uttered a final warning. “ Mind the signs .”

And like that, Earl the Mayor/Ticket Attendant/Gift Shop Salesman/Keeper of “IT” closed the doors behind him, leaving Ben and Gwen alone with “IT”.

Once his footsteps faded out of earshot, Ben finally let loose.

“Are you kidding me?!” He threw his hands in frustration. “These guys are full of “IT”! We got punked!”

“Yeah, it is pretty lame,” Gwen sighed in agreement. “But what’d you expect? This is what places like this do after all.”

“I can’t believe Grandpa was excited about this place,” Ben began walking around the anticlimax that was “IT”, with a strange look on his face. “How much d’ya think they charged him for this?”

“Who knows, doofus? Who knows?” Gwen watched as Ben disappeared behind “IT” for a moment. Then a green flash filled the barn, and four red hands wrapped around “IT” before lifting it high in the air.

“...What’re you doing now?” Gwen asked, grimacing at the devilish expression on the Tetramand’s face.

“Hey, what’s that look for? After these guys ripped Grandpa off, I just think one good prank deserves another, don’t you?” Four Arms grinned widely. 

After a moment of considering the possible ramifications, Gwen nodded, a similar expression appearing on her face. “What’d you have in mind? Anything special, perhaps?”

Four Arms squinted his eyes up at “IT”. 

“I don’t know… Maybe the “World’s Largest Booger” or something?” He mused, tossing “IT” between one set of arms and the other. Between the antlers and novelty glasses resting on his face, Gwen let out a quick snort at the comical sight.

“Gross, but not a bad idea.” She then gave him a hard look. “Just be careful, don’t drop it or anything.”

“O’ ye of little faith, Gwendolyn,” Four Arms chuckled, though Gwen didn’t seem reassured. “I’ve got four hands and super strength to rival Ishiyama from Sumo Slammers. It’s all in good hands, trust me.”

But right as he said that unbeknownst to either of the kids, a small charge of green electricity produced from the Omnitrix washed over “IT”, and was met in kind by yellow static emanating from “IT” itself.

“OW!” Four Arms yelped in pain, going to rub his shoulder, only to remember a little too late that he was supposed holding a giant ball of rubber bands in his hands. The Tetramand tried to catch it before it fell, but “IT” slipped from his grasp. Gwen gasped and jumped out of the way just as “IT” came down where she once stood, bouncing and smashing right through the roof of the barn.

“Oh no…” He muttered, gaping at the hole in the ceiling.

“Nice job, lamebrain! That thing’s probably headed right for Sparksville,” Gwen snapped. “We gotta go after it, now!”

“Uh, right!” Four Arms lifted Gwen onto his shoulders and leaped through the roof in pursuit of “IT”. 

Unfortunately, by the time they arrived in the town center, “IT” had already rampaged through Sparksville, smashing many of the “World’s Largest Objects” the remains of which now scattered across the streets, and “IT” itself was resting in what used to be the “World’s Largest House of Cards”.

Four Arms and Gwen took one good look around at the devastation surrounding them, horrified expressions on their faces.

“Okay, not to worry…” Four Arms said, doubt creeping into his tone. “We can fix this, somehow…”

Then he felt a light tap on his arm and a yelp of pain from Gwen, who clutched her bright red hand, pained tears pricking at the corners of her eyes.

“Did you really just try to slap me? You know I’m packing about 10 tons of muscle, right?”

“What does it matter?” Gwen winced. “I told you not to drop it, and now we’re gonna be criminals because of you!”

“Oh relax, Dweeb, it’s fine,” Four Arms waved off. “As a wise man once said, ‘Anything is legal as long as you don’t get caught’. I’ll just put everything back and hide the rest before anyone notices, alright?”

And then came the dreaded beeping that heralded Ben’s return to his human form, the boy grimacing at “IT”. To make matters even worse, the pair heard a lot of chatter from down the street, indicating the imminent crowd approaching the scene of the crime.

“Okay…” Ben turned to Gwen. “So change of plans, how about instead we just run away and never speak a word of this to anyone?”  

Gwen sighed in frustration, taking a moment to slug Ben in the shoulder before turning and wordlessly walked away.

“Okay, yeah, I deserved that…” He muttered to himself and quickly followed after her.

About a half-mile walk later, the pair finally reached the hotel they were staying at and stared in bewilderment at what appeared to be sideways doors. After a glance at one another, they checked in at the front desk and made their way to their room, and following an entire minute of trying to figure out how exactly the door opened, they found Max inside the room, marveling at a pair of king-size beds that looked generally comfortable to sleep in.

Except for the fact that they were bolted sideways onto the wall, as was every other furniture piece - the lamps, the chairs, even the TV were sideways, which seemed like a health hazard. Despite this, Max seemed to have no qualms at all, judging by the wide grin he greeted the kids with.

“Hey, there you are,” He said. “Man, isn’t this place a riot?”

“Uh, yeah! Totally!” Gwen put on the best smile she could muster, but it seemed a little too wide. “Really… really great, this place is…” 

Ben lightly jabbed her in the ribs, then gave Max a small smirk of his own. “What she means, Grandpa, is that we had a great day out. “IT” wasn’t all it was cracked up to be, but I guess that’s the point of these places, right?”

Max laughed and clapped their shoulders.

“I figured we could do with a day without any chaos for once, so I’m glad to see you two enjoying yourselves.”

The kids laughed nervously as Max walked off to inspect the room further, leaving them with only their guilt and the lingering but dwindling hope that the bathrooms were, at the very least, somewhat normal. 

But while the Tennyson family attempted to settle in for the night, something else was beginning to stir.

Across town, as the citizens of Sparksville were attempting to figure out just how their greatest attraction had ended up in the center of town, a yellow electric current was flowing around “IT”, growing in size until it jumped onto the nearest powerline and snaked down the wires. It zipped about town in patterns and movements that made it seem alive, all unseen by all but a certain mayor, who simply rolled his eyes. 

“What the heck happened out here?”

It was the next morning, and the first thing Gwen heard was the one thing she hoped she’d never hear. Surprised, she slipped from her sheets and fell onto the cold, hard “floor”.

“Oh no, he knows everything!” Gwen squeaked in panic. “We have to come clean, tell Grandpa everything!” 

A groan pulled her attention to the corner of the room, where Ben had forgone his sideways bed, and had instead repurposed the couch into a makeshift bed.

“Will you give it a rest, dweeb?” Ben grumbled, rolling over. By the sound of his voice, he had a rough night as well. “Never admit to anything until you have no choice. Now go back to sleep, it’s too early to deal with--”

“Benjamin! Gwendolyn! Get out here!” Max’s voice filtered through the open door, and a collective shiver went down their spines at the graveness of his tone.

“ Full names?” Gwen said in a small voice. 

Ben sat up, his eyes bloodshot and full of dread. “ We’re screwed .”

Once they were dressed, the pair summoned the courage to join their grandpa outside, only to gawp at the utter devastation that awaited them. Smoking wrecks of cars lay on their roofs and sides, almost every shop window was smashed open, and most of the attractions were either in pieces or coated in what looked to be spray paint.

“Oookay…?” Ben blinked in confusion; this was far worse than the incident with Four Arms and “IT”. “What happened here?”

“I don’t know,” Max said, as the trio passed a couple sobbing over what remained of the “World’s Largest Rubber Chicken”, the head of which was currently lodged upside down inside the “World’s Largest Bottle of Ketchup”. “Looks like a tornado passed through overnight or something.” 

“G-guess it was just one of those freaky nature things, right Grandpa?” Gwen said, but the excessive chipperness earned a look of suspicion from Max. Ben nodded along in agreement, his face betraying no emotion aside from a slight twitch of the eye, but that didn’t do much to appease him.

“I think it’s pretty clear who’s responsible for these juvenile acts.” Like a wraith, Earl the Mayor appeared next to them, causing Ben to jump. The Mayor still retained his bored expression, as if his town wasn’t in absolute shambles.

“‘Juvenile’, huh?” Max said, casting a look toward Ben and Gwen, who now looked slightly unnerved. “If I didn’t know any better, I’d say that sounds like--”

“Oh, I’m not talking about these youngsters here,” Earl cut in, much to everyone’s surprise. Then he pointed down. “I meant this little delinquent here.” 

The three followed Earl’s gesture and spotted a strange creature hiding around Max’s leg. It was short, with a black body and stubby little legs, yellow bolt-shaped markings on its front and back, silver bolts on its arms, and both its eyes and a dip on its head glowed a bright yellow. In short, it was like a battery come to life.

Ben and Gwen watched as the creature bounced around with an uncontained glee, first shooting up in Gwen’s face and blowing a raspberry at her, before pulling her shirt over her head. Then it moved to Ben and zipped around his head until it jabbed one of its little fingers into his eye. 

“OW!!” Ben yelped in pain while the creature was beside itself with laughter. “You little--!!”

As Ben tried to catch the little miscreant, which kept itself tantalizingly out of reach, giggling at him all the while, Gwen pulled her shirt back down. 

“What the heck is that thing?” 

Ben jumped to catch it, but the creature zipped out of the way, causing Ben to land right on his face, which it thought was quite hilarious.

“When I catch this thing, it’s gonna be dead , that’s what it is!” Ben growled, right before the creature gave him a kick on the backside, causing him to smack his face on the tarmac again.

“Megawatt,” Earl said, blandly.

“Mega-what?” Gwen repeated.

“Exactly,” Earl nodded. “Normally wrapped up tight inside of “IT”. That is, until last night.” He looked away from Ben tusselling with the Megawatt. “Some say they’re a ball of lightning come alive, others say they’re static cling run amok. Tough to say.”

“Maybe it’s an alien?” Gwen suggested, but Earl fixed her with a strange look as if she were the crazy one. 

“Alien? Now that’s just plain kooky talk.”

While they were conversing, the Megawatt dodged another of Ben’s grabs, before it spotted a nearby soda machine out of the corner of its eye, and then a smile was brought to its face as it thought of a rather hilarious idea. The living battery dissolved into pure electricity and shot right into the machine, which started shaking and rattling about, sparks spewing from the neon letters.

“What’s that thing doing now?” Ben grumbled, wiping dust off his shirt. 

“They eat electricity,” Earl explained. “The more they gobble up, the more powerful they get.” The soda machine went still for a moment, then suddenly began firing cans in their direction - the cans were slow coming out, but they had high enough velocity that they pretty much exploded their contents everywhere upon impact. “They also have a dangerous sense of humor.”

At that moment, the soda machine went berserk and started rapid-firing cans everywhere like bullets from a gun, and the Tennysons decided to rush for cover, the nearest object being an upturned car. Earl followed, but with more of a casual stroll, as if there weren’t projectiles the sides of rocks being pelted at him. Once he joined them behind cover, he chose to sit down on the nearby bench.

"You left that thing inside a rubber band ball all this time?" Max asked Earl. "Isn't that kind of dangerous?"

"Not so long as people minded the SIGNS ," Earl suddenly spat, a hint of anger showing under all that apathy, before levelling a tired glare towards the kids. 

Now under scrutiny from both Earl and their grandpa, Ben fought to keep his cool. He’d been in many a situation like this before, and the best way to cover up his mistakes was to deny all involvement until absolutely necessary. As long as he and Gwen kept their traps shut, everything would surely blow over--

“Okay, we did it! We’re guilty!” Gwen confessed. Ben slowly turned his head toward her, his eyes squinted in annoyance. 

“ Dude .”

“Well, I’m sorry for actually feeling guilty about what we did, doofus!”

"We're gonna talk about this later, you two," Max promised, gravely. Then he switched his attention to Earl. "But for now, how do we stop this thing, Mr. Mayor?"

"Whatcha mean, ‘ we ’?" Earl scoffed. “You let them out, you catch ‘em.”

‘This guy’s starting to get on my nerves,’ Ben thought with a grumble. ‘Though, to be fair, I did let that thing out. It’s only fair I fix this.’  

Eventually, the bombardment of soda cans stopped, which could only mean it’d either gotten bored and moved on or was waiting to ambush them. Ben stuck his hand out into the open and after a moment of waiting for his hand to get sniped by a soda can travelling at Mach One, he deemed it safe to move out.

A short while later, the three were patrolling the streets of Sparksville, searching high and low for the electric menace, unaware their quarry was already tailing them from above.

“Should we try to lure it out with some batteries or something?” Gwen suggested.

“Could work,” Ben mused. “What’d you think, Grandpa? AA or Lr46?”

Max said nothing, which only sent a pang of guilt right through Ben. This place was an absolute sham, no doubt about it, but Max was still really excited about bringing them here. Would it have killed him to just grin and bear it, even for a day or two?

While Ben stewed through his inner turmoil, the Megawatt danced along the powerlines, watching the trio from above. Its eyes locked onto the eldest, and a giggle escaped its lips. With a hilarious idea for a prank in mind, the Megawatt jumped down to the road, slid across the tarmac, and up Max’s pant leg. Without warning, Max found himself suddenly yanked into the air, the Megawatt holding him by the back of his underwear, giggling madly all the while.

“That’s not funny,” Max wheezed as the kids winced in sympathy. “Just painful.”

“Don’t worry, Grandpa,” Ben said, activating the Omnitrix. “I know just the guy to deal with this prankster!”

After the ensuing flash of green light, Ben was replaced by the amorphous form of Upgrade, whose optic ring somehow managed to pull off a rather annoyed glare.

“Okay, not the one I was going for, but I can work with this,” He muttered. “...I hope.”

Meanwhile, the Megawatt laid eyes upon Upgrade and chittered with joy, dropping the elderly human now it had someone new to mess about with. It was so excited that it morphed into a stream of electricity and warped itself around the World’s Largest Bottle of Ketchup, which caused the liquid inside to bubble up before eventually erupting from the giant bottle, sending the oversized chicken head that was lodged in the neck flying across town from the force. And on top stood the cackling Megawatt, until it looked down and noticed the newcomer had mysteriously vanished.

After a moment of searching for its latest victim, the Megawatt finally spotted Upgrade, half-morphed over “IT” and rolling the giant ball of rubber bands down the street towards it at speed.

“Alright, punk!” The Mechamorph called out. “Time for you to go home!”

But as “IT” thundered through the street, several rubber bands snapped from the stress and shot off in every direction, smashing what little windows remained, totaling the few still-functioning vehicles, and almost taking out a few pedestrians watching the chaos from the sidewalk, Gwen just narrowly dodging one herself.

“Hey, who’s side are you on, doofus?!” She yelled at Upgrade, who said nothing as he rolled past.

The Mechamorph’s optic ring locked onto the Megawatt, then he slid over and in front of “IT” before collecting his mass beneath it, and fired the giant ball of rubber bands at the Megawatt with frightening velocity. The small battery-like creature’s eyes bugged out before it dodged the giant projectile, which ended up smashing through the big glass bottle, sending glass, rubber bands, and what appeared to be red paint everywhere.

Across the street, still sitting on the bench, Earl the Mayor calmly munched on some popcorn as giant shards of glass rained over him. 

“Is it just me, or is there a lot of excitement today?” He said to the kid sitting next to him, both staring impassively at the chaos before them as if they weren’t in any danger whatsoever.

As Upgrade gawked at the damage he’d just accidentally caused, the Megawatt zipped up behind him and started cackling, pointing at the Mechamorph and kicking its stubby little legs in the air.

“ That’s it !” Upgrade growled in frustration before his optic ring flashed into an ‘X’ shape. “Let’s see how you like this , you little turbo-punk!!”

To the Megawatt’s shock, a bright green plasma beam exploded from Upgrade’s optic cross and blasted it right in the stomach, sending it flying into the “World’s Largest Jackalope”, wrecking its supports and causing it to topple over onto the building across the street. The Megawatt quickly pulled itself from the wreckage and stared at the Mechamorph, who noted the lack of amusement on its features.

“HA!!” Upgrade barked, hunching over. “Not laughing anymore, are ya, twinkle toes?!!”

Upgrade fired another optic beam at the Megawatt, who managed to dodge it in time, before zipping off down the street. Upgrade slid off in pursuit, ready to deal some payback.

“How are we going ground that electric devil?” Max asked himself. Behind him, Gwen was at a loss for words herself, but then his out-loud thoughts gave her an idea.

“That’s it! You’re a genius, Grandpa!”

“Oh, thanks Gwen,” Max said, slightly confused. “Why?”

When there was no answer, Max turned to see the redhead running down the street, the opposite way from the battle.

Meanwhile, having gotten over its initial surprise from Upgrade’s optic beam, the Megawatt danced around the Mechamorph with glee, dodging his attacks with apparent ease. As Upgrade fired another beam at it, the Megawatt zipped down the street, but when Upgrade made to follow, the Megawatt came about-face and shot right at the Mechamorph for a head-on collision.

But Upgrade was ready. He fired an optic beam, which the Megawatt dodged…right into Upgrade’s open hand, which quickly wrapped around the little creature to prevent escape.

“Got you now, little creep!” Upgrade chuckled, but in response, the Megawatt unleashed an electric burst, breaking free of his hold and sending the Mechamorph flying down the street. “Oof… Okay, do not touch the electric guy when you’re made of living metal.”

Then came the grating laughter that’d long since outstayed its welcome, and Upgrade’s amorphous form undulated with anger, the rounded parts of his body sharpening up.

“Right, I’ve had it! Time to pull the plug on this twerp’s pranks!” Upgrade snarled, reaching down for a manhole cover. Once it was in hand, he willed the nanites composing his body to spin it faster and faster, until the Mechamorph had himself a makeshift buzzsaw. “Hey sparky! Catch!”

Calling upon his teachings from baseball practice, Ben drew his arm back and flung the spinning metal disc right at the Megawatt, who was too busy laughing to dodge the projectile, and was summarily cleaved in two, right down the middle.

For a moment, all was quiet, and Upgrade allowed himself to relax, now that the threat was seemingly over, only for the bisected halves of the Megawatt to squash, stretch, and morph…into two separate entities.  

If Upgrade had a jaw, it would’ve been dropped to the floor right that second.

The two Megawatts looked down at themselves, patting their bodies for any sign of injuries, before noticing each other. Then, predictably, they pointed and laughed at one another. 

“Of course…” Upgrade muttered, shaking his head. “This just isn’t my day, is it?”

As the Megawatts surrounded themselves with electricity, and Upgrade prepared to fire another optic beam, a truck horn blared from down the street. The three turned to see a large flatbed truck thundered on a crash course for them. The Megawatts backed out of the way, while Upgrade launched himself at the truck, flattening himself across the hood as it sped through.

“Hey, watch where you’re going, maniac!!” Upgrade snapped before he actually saw who was behind the wheel. “Oh, hey Grandpa.”

Momentarily surprised by the sudden intrusion, the Megawatts gave one another a quick look of confusion before taking off in pursuit of the flatbed.

“Uh guys!” Upgrade slithered onto the roof. “I sure hope you’ve got a plan because we’ve got incoming!”

“Don’t you worry, Ben,” Max reassured. “We’ll give those living sparklers a science lesson they won’t forget!”

“What’s that supposed to mean?!” 

Max only floored the gas pedal in response. As the Megawatts closed in, and Upgrade prepared another optic beam, he heard Gwen’s voice ring out from inside the truck cab.

“Hey, mega-weirds! Come get us!” Suddenly, the flatbed raised at an angle, and its cargo - which Upgrade only now noticed was the “World’s Largest Thermometer” - slid off and stabbed into the road. The Megawatts, so focused on the Mechamorph that they didn’t see the obstacle until it was too late, smashed head-first into the oversized thermometer. 

With the Megawatts dealt with, Max pulled the truck to a stop in front of the town hall, hopped out along with Gwen, and watched as the electric current circling the thermometer slowly dissipated into the ground. Upgrade jumped from the roof and morphed back into his humanoid form, although, from the odd shape his optic ring had shifted into, he didn’t show any form of relief. 

He looked almost worried.

“What did you just do ?” 

“Used the biggest thermometer as a lightning rod,” Gwen said smugly, completely oblivious to Upgrade’s grave tone. “Who needs alien superheroes when you got good old-fashioned brain power?”

“First, you forget Grey Matter isn’t the only one with smarts,” Upgrade said, tapping his head. “Second, if you used your ‘good old-fashioned brain power’, you’d realize you’ve just made things ten times worse!”

“He’s right, you know,” the trio looked over to see Earl walking toward them. “The ground is essentially one big conductor.”

“Which means, Gwen ?” Upgrade peered at his cousin, who was beginning to realize the colossal mistake she and Grandpa had just made.

“Oh no, it means the Megawatts are just zipping underground until they find some way to get back to the surface.”

“And with all the electricity they’ve eaten, I’ve no doubt those two will be waking up the others.”

The trio froze - did they just hear him right?

“What do you mean ‘the others’ ?” Upgrade rounded on Earl. “Last I checked, there was only one of those things inside of “IT”.”

Earl fixed the Mechamorph with a blank stare. “Hmm, I don’t recall ever saying there was just one in there.”

As soon as the Mayor finished his sentence, a phone down the street began ringing all of a sudden, crackling with electricity. Then another. Then another. Soon, every phone in Sparksville was ringing nonstop, and some even started spewing out electricity, popping tires, melting powerlines, and blowing up power boxes. As the incessant noise carried through the air, a sudden dawning realization sent a shiver through Upgrade’s amorphous body. 

“Earl,” He began slowly. “How many Megawatts were stuck inside “IT”?”

Suddenly, the phone boxes exploded in a surge of electricity, spewing out black plumes of smoke into the air. 

No, not smoke.

Flying above the town of Sparksville with wide toothy grins and crackling yellow eyes was a giant swarm of Megawatts, grinning down at the residents with thinly veiled malicious intent.

“Oh, just about 99 of them,” Earl said, before giving a side-eye to Upgrade. “Technically 100 , if you count the one you cut in half.”

“Aw man…” At that moment, Upgrade could feel a scathing stare pointed right at the back of his head and turned to face the culprit. “Don’t give me that look, dweeb. You’re just as guilty as I am.”

Gwen crossed her arms, as an entire shopfront exploded down the street.

“I’m saying nothing.”

High above, the enormous cluster of Megawatts let out a series of chuckles before producing a piercing sonic shriek, the soundwaves rippling across the entire town, shattering every last bit of glass, forcing everyone to clap their hands over their ears to block out the cacophony, except for Upgrade, who was merely rendered mildly uncomfortable, and Earl, who’d sat on another bench and was somehow completely unaffected. Eventually, the horrific wailing shattered a large glass jar holding what appeared to be a set of javelins.

“Everybody, move!” Max shouted. 

As the trio and the citizens of Sparksville ran for cover, large javelins and shards of glass rained down from above, embedding into the ground and miraculously missing the Mayor, who remained exactly where he was. Upgrade pretty much short-circuited at Earl’s blatant disregard for his safety and well-being.

“There goes the “World’s Largest Toothpicks”,” He bemoaned, though the empty tone made it hard to decipher if he was genuinely saddened or just completely used to it. “Oh, the humanity…”

“Those creeps' idea of a prank is going to have all of us pushing up daisies,” Max grumbled.

“Well, don't just stand there, doofus!” Gwen snapped at Upgrade. “Blast them or something!”

“R-right,” Upgrade looked up and began charging his optic beam again, only to find no trace of the targets. It was like they’d just vanished. “Uhh, where did they go?”

“I don't know,” Max said, eyeing the surrounding area with suspicion. “But I don't think it's good.” 

Just then, the ground started rumbling ominously before one of the buildings down the street exploded in a shower of brick and glass, and something stepped through the hole in the wall. When the dust cleared, Upgrade and Gwen recognized the “World’s Fifth Largest Mobile Planetarium” standing atop the rubble, only now it had taken on a more humanoid shape.

The walking planetarium craned its absurdly long neck to stare at the people of Sparksville, a singular off-centered yellow eye on its ringed planetoid head glowing dangerously. 

Now with a target in sight, Upgrade charged up and fired off a plasma blast right at the machine, which put up a planet-shaped hand to block the attack, only for the appendage to blow apart into a pile of metal and fiberglass. It stared at its broken arm momentarily before facing the Mechamorph again. 

Upgrade readied for a counter-attack, but the planet making up its head split in two, both halves forming some twisted-looking head and jaw. Then it produced a mechanical crackling noise that was either gleeful cackling or enraged roaring.

At first, nothing seemed to happen, but then the nearby flatbed truck suddenly started its engine, the headlights flashing yellow, and immediately rumbled away, with no driver at the wheel . It thundered toward the walking planetarium at speed, where a swarm of cables burst out from the main body and wrapped around the vehicle, before yanking it up and plastering the truck to its torso as a form of body armor. 

“What the--” Max began, but a mass clattering sound cut him off. 

From all directions came a horde of various appliances, ranging from microwaves and vending machines comically shuffling out of broken windows, to partially damaged cars practically dragging themselves down the road, all glowing yellow and all headed toward the walking planetarium. 

Once a toaster oven had hopped within distance, it exploded into a mass of cables and wrapped itself around the giant machine’s leg. A second later, a brown pick-up truck missing two wheels forcibly dismantled into a pile of scrap metal before the various parts fastened themselves across the walking planetarium. 

So transfixed he was by the sight of… Whatever the hell was forming before him, Upgrade almost forgot he had a job to do. 

The Mechamorph raced right at the still-forming machine, stretched out an arm, and wrapped it around a lamppost to slingshot himself at it, but before he could get close enough to meld with it, the machine unleashed a powerful electric impulse that catapulted Upgrade straight back into the town hall, simultaneously smashing through and splattering all over the brick walls. While Upgrade slowly began pulling himself back together, the machine finally whipped away the smoke with a large arm, revealing its towering form to the people of Sparksville. 

Of the planetarium that now apparently formed its skeleton, only the planets that represented its head, left foot, and upper right hand were still visible. The rest of the four-armed, three-legged monstrosity were covered head-to-toe in hijacked appliances and vehicles and wrapped tightly with masses of cables. Its upper arms had been lengthened somewhat, and the hand Upgrade had atomized with his optic beam had been replaced by the “World’s Largest Boxing Glove”, while the lower arms simply had bundles of loose sparking cables in place of actual hands. Its legs were an absolute mess to look at - one was double jointed with the front end of a sedan for a foot, one was backward and wore a vending machine like an oversized slipper, and the third, while relatively normal-looking, ended in a broken fiberglass planet.

The monstrous amalgamation gave a mechanical roar that echoed through the town before lumbering away, its oddly shaped body juddering with each step. And yet, to Gwen’s utter confusion, not a single resident looked the slightest bit concerned.

“Well, that’s something you don’t see every day,” A waitress mused, a thoughtful expression on her face.

“Ye-up, they brought that planetarium exhibit to life,” A cop drawled, lazily sipping a coffee. 

A red flash from inside the town hall signified Ben’s reversion to human form, so while Gwen went to assist the boy, Max faced the residents fully.

“I don’t understand how you people are so calm about this,” He scowled at the residents. “That thing could harm lots of innocent people, and none of you sound even the slightest bit worried.”

“Well, this ain’t the first time it’s happened, you know,” Earl stood up, crumpling up his popcorn bag. “Because we get so many tourists that don’t mind the signs and keep taking pictures around “IT”, a couple of Megawatts will escape now and then. They’re social creatures, so after they eat a bit of electricity and cause some mischief, they’ll usually just return to “IT” when they get bored or tired.” 

As Gwen approached, a frazzled Ben draped over her shoulders, Earl looked down the street, just able to make out the glowing shape of the amalgamated machine in the distance.

“So, what now?” Max asked, sparing the kids a quick sympathetic glance.

“I reckon they'll head for the big hydroelectric dam to power up,” Earl scratched his chin in thought. “After that, they'll just wipe out the next town, and so on, and so on. They think it's funny. Mhm, Megawatts got a real twisted sense of humour, especially in numbers.”

Max nodded and turned to the kids.

“Come on, you two,” He said, heading for the hotel parking lot. “We'll head it off in the Rust Bucket. No time to waste.”

“...Yeah, I’m fine, Grandpa, thanks for asking…” Ben grumbled.

“Oh really?” Gwen said, before unceremoniously dropping Ben from her shoulders. “Guess you don’t need my help anymore, dweeb!”

As Gwen followed Max, Ben pulled himself up and stumbled after them, muttering all sorts of things under his breath.

Unfortunately, when they got there, it seemed the Megawatts had their fun with the Rust Bucket too - the RV was hopped up on cinderblocks and missing its wheels, which were currently embedded in the front bumper in some strange imitation of a smiley face.

Fair to say, the Rust Bucket wasn’t going anywhere for the time being. But to add insult to injury, the Megawatts even left them a not-so-friendly message on the side.

“ ‘U am lame’ ?” Ben read it out, an eyebrow raised. "Yeesh, that's weak."

"And don't even get me started on the grammar and the spelling," Gwen added. While Max went to check out the extent of the damage, her eyes wandered about the ruins of Sparksville, until they fell upon a rather peculiar sight. 

Somehow, despite all the destruction that Megawatt and its pals caused, the “World’s Largest Fish Bowl” was one of the few exhibits that managed to survive completely unscathed. She stared at the oversized glass bowl for a few moments, before an idea suddenly sparked to life.

“Hey doofus,” Ben turned to her.

“Yes, dweeb?” Then he noticed her expression. “What’re you grinning about?”

Gwen’s response was to look back at the “World’s Largest Fish Bowl”, so Ben followed her gaze.

“Ah, I’m picking up what you’re putting down,” Ben grinned widely, quickly figuring out her scheme. “Well then, let’s go beat those pranksters at their own game!”

…

“Uhh, once I time back in, that is… heh…”

Though the Rust Bucket was out of commission, Earl surprisingly lent them his truck - not out of the goodness of his heart, mind you, but because it was the only functioning vehicle for miles - and the trio made good time to the dam.

Even before he stepped out of the truck, Ben could the tremors below his feet. He turned to the other two, pointing to the sheet-covered fish bowl resting on the hitched trailer.

“Right, I’ll keep the Mecha-Watt distracted for as long as I can while you two get yourselves into position,” He said, turning away to activate the Omnitrix. “Just give me the signal when you’re ready.”

“Really, doofus? ‘Mecha-Watt’?” Gwen groaned, averting her eyes from the bright green flash.

“You got anything better?” Heatblast fixed her with half-lidded flaming sockets. “Exactly, didn’t think so. Now get going!”

“On it,” Max nodded and pulled away before Gwen could give any form of retort.

With a small chuckle at the receding sight of Gwen’s red face, Heatblast took a few steps to the edge of the dam, looked down, and found the source of the tremors - the newly dubbed ‘Mecha-Watt’ was pounding the dam wall with considerable force considering its mechanical make-up. Indeed, despite both upper hands being reduced to shards of metal and fiberglass, and shreds of fabric and leather, each punch left sizeable cracks in the concrete structure.

Heatblast charged up a fireball and threw it down at the Mecha-Watt, the flaming projectile exploding against its shoulder and knocking off a few scorched TVs and microwaves with ease. The amalgamated machine stumbled back a few steps and raised its spherical head to face its attacker, only to be met with Heatblast staring down at it, his arms crossed.

“This is your only warning,” the Pyronite growled. "Knock off the funny business or I'll fry your shiny metal butt."

With an electrically charged bellow, the Mecha-Watt rammed its whole body into the wall, the combined weight causing a massive fissure to sprout. It spread up and across the dam, water leaking from various breaches, and the impact made Heatblast lose his footing. As he slid down the dam wall on his back, the water spewing from the cracks began collecting in a large pool below. 

Not wanting to be a sitting duck for the awaiting Mecha-Watt, Heatblast through his hands in front of him and fired out intense streams of fire downward, creating a large explosion of steam that caused the Mecha-Watt to back further away. When the steam cleared, not only had the pool completely evaporated, but Heatblast, to his surprise, found himself hovering a few feet over the ground.

“Huh… Haha! I’m flying!! Yes!” He cried with glee, before slowly letting himself down. The Mecha-Watt approached, but Heatblast threw a few more fireballs at it, melting off chunks of its flimsy armour, before one of its legs was struck at the knee, severing the joint which resulted in the machine toppling onto its side. With the machine kept at bay for the moment, Heatblast turned back to the dam and immediately began sealing it up, concentrating his flames like a blowtorch. 

But with his attention fully on the dam, he failed to notice the Mecha-Watt pointing one of its arms at him, cables writhing and sparking with electricity. Heatblast had just about managed to finish the repairs when a swarm of cables snagged his ankle and yanked it back, causing the Pyronite to slam his face into the concrete. Before he could fight back, the Mecha-Watt whipped its arm to the side, and Heatblast went flying. 

With him out of the way, the Mecha-Watt slowly pulled itself back to its remaining feet, but without the third leg, it became very unstable even when standing still.  Its armour was more than weakened, appliances and various machinery dropping off with each shaky step. But it had a new goal, the big prank could wait - right now, it needed more juice. Its yellow eye fixed on the nearby turbines, sensing the electricity flowing through it, and the Mecha-Watt began a slow shamble toward them. 

Then a stream of fire completely incinerated one of its arms, the hunk of molten metal and wires quickly falling to pieces as it turned to face the attacker. There stood Heatblast, bouncing a fireball up and down like a baseball. 

“Where do you think you’re going?” He drew one arm back as far as he could. “We’re not done yet!”

With a great throw, Heatblast lobbed the fireball right at the Mecha-Watt’s planetoid head. It arched its neck to the side, the projectile instead breaking off the ring that encircled its head. But as the Mecha-Watt reeled from this narrow near-miss, Heatblast rocketed toward the machine at speed, blitzing straight through one of its upper arms and snapping the appendage off.

Before the Mecha-Watt could even react, Heatblast completely reduced its body to absolute ruin, melting off a third arm and most of its armour, shattering the other fiberglass shell of its head, before jetting forward and through its midsection, breaking the amalgamated machine in two. Both halves collapsed, and what remained of the head attempted to glare at the Pyronite, who hovered above it, looking down with a smug grin on his flaming face.

With a roar of pure mechanical rage, the Mecha-Watt launched its remaining arm like a coiled spring forward into Heatblast, sending the Pyronite flying toward the turbines. This time, he managed to catch himself in midair and began slowly hovering backward to a large round object covered in a tarpaulin. 

“What’s the matter?” He taunted. “Can’t take a joke? Lousy hypocrites!”

Now the Mecha-Watt was enraged beyond belief but it knew with its body in its current state, it wasn’t going anywhere anytime soon. The yellow aura disappeared from the machine, and it finally dropped to the ground with a loud clang. As the yellow eye flickered out and went dark, a large black cloud erupted out from its back, and the swarm of Megawatts glared at Heatblast, their mugs twisted with varying degrees of rage and insanity. 

With a cheeky wave, Heatblast lifted a flap and disappeared within. The Megawatt swarm let out a combined shriek of fury and dissolved into bolts of pure electricity, before rushing straight for the Pyronite, following him under the tarpaulin. But as the last of them entered, Max and Gwen appeared from behind the object and pulled it off. 

The moment they did, after allowing the Megawatts enough time to realize they’d been punked, Heatblast fired a concentrated stream of flames that melted the glass rim of the “World’s Largest Fishbowl”, trapping the Megawatts inside and ending their short-lived reign of terror before they could do anything about it.

They hammered on the glass, their infuriated shrieking muffled, but the subject of their anger pointedly ignored them, which only served to make them even angrier. 

“Nice job using the “World’s Largest Fishbowl”,” Gwen beamed at Max’s praise. “With non-conductive glass sealed up tight, Sparky and his pals won’t be going anywhere for a while.”

“Once again, science saves the day,” Gwen said, proudly.

“WITH a little help from science fiction, mind you,” Added Heatblast, who gave a glance to the trapped Megawatts. “I just hope this is enough to redeem ourselves in the eyes of Sparksville.”

Once they’d carted the Megawatt’s back to Sparksville, the trio were quite surprised to find the townspeople had been working hard in the short time they were away. Most of the windows had already been replaced, the streets were clear of trash and junk, and a good majority of the exhibits had been repaired and put back in their right places.

In the time it took to fix the Rust Bucket, they’d spoken to the townspeople and offered to help with the repairs but were politely declined. Still, before they left, Earl asked them to stick around, as he wanted to show them something.

Soon, the three found themselves waiting in front of a tall object that seemed to be lightly glowing underneath the tarpaulin when Earl finally approached them.

“You folks done right by us,” He said, monotonously as ever.

“Hope this little misadventure wasn't a big setback for Sparksville,” Max apologized.

“More like a giant step forward,” Earl shrugged. “What with our new attraction, soon we'll be raking 'em in.” He pulled off the tarpaulin, revealing what was underneath. “I give you the ”World's Largest lightbulb”. It'll be a humdinger with the tourists."

Mounted on a large cylindrical plinth was the formerly “World’s Largest Fishbowl”, complete with Megawatts within, some still pounding the glass and screeching, while others floated about aimlessly in a sulk, having accepted their fate.

“Just as long as folks mind the signs,” Earl whispered, leaning closer to Ben for no particular reason. He gestured to a plague that stood below the “World’s Largest Lightbulb”.

“In case of emergency, do NOT break glass,” Ben read the sign aloud. Compared to the rest of the sign, the word ‘not’ was pasted in bold, and underlined twice.

“Huh,” Was all Ben had to say. 

“One more thing,” Earl said, gesturing for them to follow. Once leaving the Megawatts behind, the Tennysons trailed after Earl until they reached the entrance of Sparksville, where he pointed up at a large billboard. “You were quite instrumental in the making of this one.”

They followed the direction of his finger, but this other new attraction didn’t leave them feeling as cheerful as the “World’s Largest Lightbulb”.

“The “World’s Largest Banned Poster”,” Earl said. The poster in question had all three of their faces pasted for the world to see, and the words ‘BANNED FROM SPARKSVILLE INDEFINITELY’ above in big bold letters. 

When they turned back to Earl for an explanation, the Mayor gave them a very uncharacteristic smile. It was small but noticeable, and it sent a chill down their spines just looking at it.

“Considering that you were responsible for recent events, you should feel lucky we’re not charging you for repairs,” Earl pulled out a hat from behind his back, placed it on his head, and tipped the brim. “Now get lost, and have a nice day.”

And just like that, he was gone. 

With nothing more to do or say, the trio made their way back to the Rust Bucket, utterly spent.

“I don’t know about you two, but I think I’m pranked out for a while,” Ben said, placing his hands behind his head.

Max placed a hand on his shoulder, “There is a time and a place for a practical joke, Ben,” Ben looked down and nodded in silent agreement. But as he pulled open the door to the Rust Bucket, a cascade of water rained down and drenched him from hair to foot, followed by a metal bucket. “But I have to agree, funny is funny!” Max guffawed. “Especially when it's not on you!”

Ben lifted the upside-down bucket and lightly glared at the two as they laughed at his expense.

The classic ‘bucket of water on the door’ trick. He had to give an internal chuckle - he didn’t expect that.

He’d still get them back, though.

Funny is funny, indeed.