Archive of Our Own ^beta

Chapter Text

We see two large ships in a heated chase through outer space!

One was small, shaped like a trident and was speeding through the asteroids around them. The ship pursuing them was large, red, and looked like it was made of jagged spiked metal!

On the bridge of the larger ship, many small robotic looking aliens were working the controls. Sitting at a command chair was a large figure, covered in shadow, as we can only barely see green skin and red eyes poking out from the darkness.

They spoke in a deep, crackling voice, "keep the ship in sight! I don't care if it's destroyed! I want the Omnitrix! By any means necessary!"

One the smaller ship, we see a tall and slender figure with a strange head piloting the ship.

The figure was female.

As she flew, she said, "at this rate; I'll be blown up before I can get this thing to Earth. But I need to get it to him!"

Right at that moment, both ships had drawn closer to a familiar blue and green planet.

Earth!

The female pressed several controls before saying, "sending the Omnitrix. Let's hope he can find it. It's going to be at the old campsite we used to go to in a few hours. Hopefully it will reach him soon!"

Right at that moment, the small ship was hit by a blast from the larger ship.

The female yelled, "I'm hit! I'm going to have to make an emergency landing!"

The smaller ship rocketed towards Earth, a rather snowy area at that as the figure got into some sort of stasis pod.

The larger figure on the large ship yelled, "what happened!?"

One of the smaller aliens said, "sir, the ship has crashed on this planet; Earth. They already sent the Omnitrix down there. We cannot retrieve it until it lands. We can pinpoint the coordinates in a few hours."

The larger figure yelled, "do it as fast as you can! I! Want! The! Omnitrix!"

But as he yelled this, suddenly, a series of asteroids began crashing into the ship!

The larger figure emerges from the shadows, revealing what he looked like. A green squid man with glowing red eyes and razor sharp teeth!

The figure, "what's going on?!"

One of the minions exclaimed, "the ship is taking damage!"

And before they could blink, a huge asteroid headed towards the bridge, smashing into it! The aftermath of the carnage showed several small drones pulling the torn up body of the alien leader into the more intact part of the ship as several other drones began making repairs.

….

At that very moment, in a town called Bellwood, school had just let out for summer vacation!

As all of the kids run out, we focus on one kid in particular.

A boy around the age of twelve. He had short brown hair and green eyes. He was wearing a white shirt with a black line down the middle of it and black on the edge of the sleeves. He had a green jacket with a ten on the front over his shirt, but he had to roll the sleeves up a little, since it was a little big on him. And he wore dark green pants and black shoes.

This is Benjamin Kirby Tennyson.

Or as he liked to call himself, Ben.

As Ben walked out, he saw two other boys picking on a younger kid.

One was skinny, wearing a red shirt and blue pants with black hair. Cash.

The other was bigger, with a green jacket, glasses, brown hair and shorts. JT.

Ben approached the boys as they spoke to the younger kid.

Cash, "come on. We didn't beat you up that much this year. The least you could do is do our homework over the summer!"

JT, "yeah. Really, you owe us!"

Ben, "leave him alone, jerks."

The bullies turned to Ben as the younger kid ran yelling, "thanks!"

Cash, "what's wrong Tennyson? We were just doing our best to get our work done."

Ben, "by beating up a kid two grades below you. Great job!"

JT, "oh, you're just asking for a whooping, aren't ya Tennyson?"

Ben tried to look tough as he said, "I'm not scared of you guys."

JT, "oh? Wanna bet?"

Cash and JT cracked their knuckles as they drew closer to Ben, who put up his hands with a worried look on his face.

….

A few minutes later, Ben was sitting in the nurse's office. He was washing some blood off of his lip, and his eye was slightly bruised. Ben also had some bandages on his arm.

Cash and JT were in chairs across from him, glaring at him. JT had a towel pressed up to a bloody nose, and Cash had a cold rag pressed up to his eye.

That's when the nurse approached and said, "Benjamin, your Grandfather is here to pick you up."

Ben instantly smiled as he got up and practically ran outside. When he got outside, standing there was an older man wearing a red Hawaiian shirt, scuffed up blue pants, and a dingy old baseball cap on his head. His hair was mostly gray, with a few flecks of brown in it.

This was Max Tennyson, Ben's grandpa.

Ben, "Grandpa!"

Max, "hey there Ben!"

Ben hugged his grandfather with a huge smile on his face.

Ben, "I've been so excited to go on this trip with you!"

Max, "me too kiddo…. Now, what's this about a fight?"

Ben sighed as he and Max began walking out of the school.

Ben, "Cash and JT were picking on a younger kid. Threatening to beat him up. I stepped in to stop them, and they totally kicked my butt. I didn't even throw the first punch!"

Max, "good. I don't like you getting into fights, but I'm glad you had a reason to do so. And that it was self defense."

Ben, "you always taught me never to start a fight, but if I get into one, be the one to finish it."

Max, "and did you?"

Ben, "I gave JT a bloody nose and Cash a black eye before they gave me this bruise and a near wedgie."

Max, "that's my boy. Just uh, don't tell your parents you got into a fight. You know how they are about violence."

Ben, "you mean mom. Dad encourages me to defend myself. Mom's a pacifist."

Max, "well, we shouldn't judge her for it."

At that moment, the two of them stood outside of an old RV that Max traveled in.

The RustBucket.

On the side, there were some old painted words that read; Max's Plumbing.

Max used to be a plumber before he retired, that's what Ben knew anyway.

Ben, "ah, the good 'ol RustBucket! I've been so excited for this trip!"

Max, "now uh, Ben? I need to tell you, someone else is going on this trip with us."

Ben, "oh? Who?"

Max, "well…."

Max opened the door, and Ben grew wide-eyed at who was standing there.

Standing there was a girl the same age as Ben, with green eyes, short red hair, white pants and a blue shirt with a cat on it. She had some blue glasses as well, with a pin in her hair.

This was Ben's cousin, Gwen.

Ben, "you?!"

Gwen, "nice to see you too, dweeb."

Max, "now kids, be nice."

Max climbed into the RV and made his way to the driver's seat.

As Max sat down, he said, "I picked up your suitcase from home, Ben."

Ben, "thanks Grandpa."

Ben got into the RustBucket and closed the door, glaring at Gwen as she went to sit down.

Ben, "and what are you doing here?"

Gwen, "our parents thought it would be a good idea if we BOTH went on this trip with Grandpa. So we could bond."

Ben, "then how come your brother's not here?"

Gwen, "Ken is going to summer camp this year."

Ben banged his head lightly on the wall and said, "well this summer is off to a great start."

Max, "alright you two, get into your seats! We're off!"

As Ben sat down across from Gwen, who had begun typing on a laptop, the RustBucket began driving.

Gwen glanced at Ben for a moment and said, "what happened to your eye?"

Ben, "uh…. I bumped into a door?"

Gwen, "you got into a fight, didn't you?"

Ben, "it was Cash and J.T. They were gonna beat up another kid. What was I supposed to do? Just walk away?"

Gwen honestly didn't have an answer. So, they dropped the subject.

Ben, "so, Grandpa, where are we headed first?"

Max, "an old campsite. I used to take both your father's on camping trips. I once took your grandma's there."

Gwen, "I've always wondered; whatever happened to Grandma Verdona?"

Ben, "yeah, and Grandma Xylene?"

Max, "well, uh, Verdona and I got together when we were very young. After Frank was born, Verdona and I drifted apart. We still cared for one another, but mostly as friends. Now she travels all the time. We still talk now and then. And she still contacts your father when she has time. When Frank was five, I met Xylene at work. We began dating, and eventually, Carl was born. We spent a long time together. And, unlike with Verdona, the spark never really left."

Ben, "will we ever meet them?"

Max, "I'm sure you will one day."

Gwen, "what happened to Grandma Xylene?"

Max, "that's a story for another time. And a difficult story to explain."

Max chuckled as Ben shrugged and started playing on a gaming console while Gwen went back to her laptop.

….

Later, the RustBucket arrived at the campsite.

Max, "well, we're here!"

Ben woke up from a nap as Gwen marked her place in the book she was reading.

The three of them got out of the RV, and saw the beautiful clearing around them. A picnic table and a fire pit sat at the site.

Gwen, "wow. Grandpa, it's beautiful!"

Max, "I knew you'd love it. Now, let's start setting up camp. I'll set up the tents before I begin dinner. I hope you kids are in the mood for some roasted squid!"

Ben and Gwen cringed at that. The one thing they could never understand about their grandpa was his strange taste in food. Ben already got enough of it from his mom, since she liked to eat vegan food.

As Max went back into the RustBucket, Ben whispered to Gwen, "do you have anything edible in your bag?"

Gwen, "I've got several candy bars I got to keep from selling them for my school. Along with a few granola bars. What about you?"

Ben, "I've got some chips, beef jerky and cookies I packed as snacks for the trip. Think we can make those last this summer?"

Gwen, "I doubt it. I'll try to convince Grandpa to make some normal food."

Max walked out of the RV with some tents ready to set up.

Max, "now, who wants to get firewood, and who wants to help me set up camp?"

Ben, "I'll get the firewood!"

Gwen, "I'd be happy to help with the tents."

Max, "good! Glad to see you two finding some common ground."

As Max walked away, Ben muttered, "the one thing we can agree on; you can actually pitch a tent."

Gwen, "true. Don't go too far."

Ben, "hey, careful is my middle name."

Gwen, "really? I thought it was Kirby?"

Ben, "dork."

Gwen, "dweeb."

With that, Ben made his way into the woods to find some firewood.

….

A few minutes later, Ben had a bundle of sticks in his arms.

Ben, "a great start to summer vacation. I get into a fight, my dorky cousin joins the trip, and Grandpa thinks grasshoppers are a delicacy. If only something awesome would happen!"

That's when Ben saw it. What looked like a meteorite crashing into a nearby clearing, shaking the ground!

Ben, "woah! That's something!"

….

Back at camp, Max and Gwen could feel the ground shake from there!

Gwen, "woah, what was that?"

Max, "I dunno, but it doesn't seem good. Go find Ben, I'll finish setting camp up."

Gwen, "alright Grandpa."

With that, Gwen made her way into the woods.

….

Ben slowly approached what he thought was a meteorite.

What he found in a crater was a big metal case of some kind.

Ben, "woah, freaky."

Ben slowly approached, and the case opened up! Ben peaked in, and saw what was within the case. It looked like a watch of some kind. It had tubes on the sides, and a small dial on the top, with a green hourglass symbol on it.

Ben, "cool…."

As Ben got closer, a green light from the watch began scanning him!

Ben heard it say in a monotone voice, "DNA signature confirmed. Omnitrix preparing to attach."

Ben, "wait wha-"

The watch suddenly lunged forward like a facehugger, and flung itself onto Ben's wrist, fusing to his skin!

Ben, "aahhh! Get off! Get off!"

Ben tried prying the watch off, but it was stuck to his skin, almost like it was a part of him! Ben grabbed a branch and tried to pry it off, but no luck!

Ben tried to calm himself down as he stared at the watch.

Ben, "what is this thing? It called itself an…. Omnitrix?"

Ben touched the dial, and it sprung up! Ben saw the silhouette of a large figure with four arms on it. Ben grew more curious and moved the dial around. The image changed to what looked like a bug of some kind. Then a ghost. Then finally, a slim figure that looked like its head was made of flames.

Ben, "so, do I just-?"

Ben pressed down, and he was suddenly engulfed in a green light! Ben felt his body transform!

When the light faded, Ben was now a new creature! They looked like they were made of living flames, with skin made of red rock and magma, a purple shell of some kind was strapped to their shoulder. The symbol on the watch was on his chest.

Ben looked down at his hands, which were made of flames, and felt his face, confirming it was made of rocks as well!

Ben screamed in terror!

He started yelling, "aaaagggghhhh! I'm on fire! I'm on fire!"

Luckily, Ben was able to calm down for a moment and look at himself. He wasn't in pain.

Ben, "I'm on fire…. But I'm fine? What…. Am I?"

Ben accidentally shot a ball of fire at the ground!

Ben saw the fire he started, and quickly put his hand forward, and somehow absorbed the fire!

Ben, "woah! Cool. I'm like some kind of…. HeatBlast? I like the sound of that."

Right at that moment, Gwen showed up looking around.

Gwen, "Ben? Ben! B-"

That's when she saw the newly named HeatBlast standing there.

HeatBlast, "um…. Hi?"

Gwen, "aaaaagh!"

Gwen quickly grabbed a small bottle of pepper spray from her pocket and sprayed the substance into HeatBlast's eyes!

HeatBlast, "ow! Pepper spray? Really?!"

Gwen, "stand back! I'll scream!"

HeatBlast, "calm down dork! What is your deal?"

Gwen, "wait…. Dork? Ben?!"

HeatBlast, "yeah? Who else calls you that?"

Gwen, "okay, you're definitely Ben. But…. What the heck happened to you?"

HeatBlast, "I dunno. I found this weird watch. It called itself an; Omnitrix. It jumped onto me, and when I fiddled with it, I became…. This?"

That's when they heard someone running towards them.

Max ran forward saying, "Gwen? Are you alright? I hea-"

Max saw HeatBlast and Gwen.

Gwen, "hey Grandpa. Guess who I found?"

HeatBlast, "heh. Hey Grandpa."

Max, "Ben?"

….

A few minutes later, the three of them sat around the campfire. HeatBlast had lit the fire for them, as a way to show his powers off.

HeatBlast, "and before I knew it, I became this…. Monster."

Max, "you're not a monster, you're an alien."

Gwen and HeatBlast looked at Max confused.

Max, "well, uh, look at him! He doesn't look like anything from Earth!"

HeatBlast, "am I gonna be stuck like this?"

Gwen, "as much as I complain about you, I'd rather have you as a human dweeb than a flaming dweeb."

Just then, the symbol on HeatBlast's chest started blinking red, and he was engulfed in a red light! When the light faded, Ben was back in human form!

Ben, "alright! I'm back!"

Gwen, "how did that happen?"

Max, "it must be some kind of time limit. You were that thing for around ten minutes, right?"

Ben, "right."

Max, "so that must be the time limit. You can transform for ten minutes, and then this Omnitrix thing has to recharge or something."

Gwen, "well, what do we do now?"

Max, "for now, I'm gonna go see the rangers. Hopefully no one else noticed that thing crashing."

Max walked off down a path, a sign nearby reading: Ranger's Office 1 mile away.

….

On the large ship from before, the squid man was in a large tank of water, his body slowly healing and his missing right arm and legs slowly regrowing.

He spoke through a breathing device, saying, "what news do you bring me?"

One said, "repairs are underway, Lord Vilgax. The ship will be fully repaired in a few months.

Another said, "and we have tracked down where the Omnitrix has landed on Earth."

The now named Vilgax said, "good. Send several probes to apprehend the Omnitrix."

The minion said, "yes, my Lord."

….

Back on Earth, Ben was looking over the symbols on the watch.

Gwen, "what are you doing?"

Ben, "I'm looking at how many of these aliens I have on this thing. It looks like there's only ten right now."

Gwen, "heh. Does that make you; Ben Ten?"

Ben, "very funny."

Gwen, "I don't know if you should be fiddling with that thing."

Ben, "oh come on! Aren't you even a little curious?"

Gwen, "well…."

Ben suddenly activated the watch, and started looking over the symbols.

Ben, "I named the fire guy: HeatBlast! I'm gonna name all of the aliens, in order to remember them better."

Gwen, "of course you would name them."

Ben flipped through the silhouettes. A smaller figure with big eyes, a figure that looked like it was made of crystals, a reptile of some kind, the ghost, the four armed figure, a fish man of some kind, a droopy looking figure, the bug, and finally, a big furry animal of some kind.

Gwen, "looks like some kind of wild mutt."

Ben, "hmm…. WildMutt? I like it!"

Ben pressed the dial down, and was engulfed in green light as he transformed!

Gwen shielded her eyes. When the light faded and she looked back, standing there was a large orange furred creature. It had huge front legs, and smaller hind legs. They had sharp teeth with tusks, but no eyes!

WildMutt roared as it turned its head around.

Gwen, "no eyes? Then how do you see?"

WildMutt looked at Gwen, seeing her heat signature in front of him, and she noticed what looked like gills were on their neck.

Gwen, "those must be how you see. Like a heat signature or something?"

WildMutt nodded at Gwen. They could understand her in this form.

Gwen walked around WildMutt and said, "maybe we could get you a saddle for this form? So you could give me rides?"

WildMutt huffed at Gwen, as if to say, 'never gonna happen.'

That's when they heard strange noises back in the forest.

Gwen, "what was that?"

WildMutt started growling.

Suddenly several drone-like things flew out of the forest and around the two of them.

One of the drones flew at Gwen, who yelled in fright before WildMutt jumped into the air and slashed at it with razor sharp claws!

The rest of the drones focused on WildMutt and began attacking them. WildMutt kept jumping at the drones, slashing them and even biting into them as if they were chewing toys. As one was about to attack him from behind, Gwen quickly threw a large rock at it, smashing its head!

WildMutt looked at Gwen and nodded, as if to say, 'thanks for the save.'

Within a few minutes, all of the drones were on the ground in pieces, and WildMutt turned back into Ben.

Ben turned to Gwen and said, "well…. That was something."

….

Back on the ship.

Vilgax, "what happened?"

One minion replied, "the drones were destroyed. By a Vulpimancer."

Vilgax, "impossible! Unless…. Someone has found the Omnitrix!"

The minion, "sir, shall we send more drones?"

Vilgaxs' remaining hand hit the glass and he said, "no. Send one of the robots to retrieve the Omnitrix. Kill the wielder if they have to. But I! Want! The! OMNITRIX!"

….

Max had just arrived at the rangers office, when his gaze went up. And what did he see in the sky? A large object heading towards the edge of the campsites.

Max, "that can't be good."

….

When the object landed, it slowly began to transform into a very large robot!

It had its orders.

Find the Omnitrix.

….

Ben and Gwen were looking at the drones.

Ben, "what did these things want?"

Gwen, "well, they showed up right after that watch crashed nearby. You don't have to be a wiz-kid to connect the dots."

Ben, "you're a wiz-kid?"

Gwen, "ha ha, very funny."

That's right When they heard the loud footfalls of the robot that had landed.

Ben and Gwen looked at one another and yelled, "Grandpa!"

The two kids began running in the direction Max had gone.

….

The robot was lumbering around, shooting the area with lasers as people ran for their lives.

Max was hiding behind a car, staring at the robot.

That's when he heard, "Grandpa!"

Max turned to see Ben and Gwen running towards him.

Max, "what are you kids doing here?"

Gwen, "we got attacked by a bunch of drones. They looked like THAT!"

The robot continued to shoot the area, right as the Omnitrix powered back up!

Ben, "maybe one of these guys can stop that thing."

Ben once again cycled through the list of aliens.

The droopy looking figure, the fish man, and when Ben stopped on the crystal looking figure, Max said, "try that one!"

Ben, "why?"

Max, "I've uh…. Just got a feeling."

Ben shrugged as he ran over to a nearby tree to change without anyone seeing him.

A flash of green shined from behind the tree. And as the robot took a step towards a car, several crystals lodged themselves into their side!

The robot turned to see what had done that.

Standing there was a large man made of green crystals. They wore some sort of suit over their torso and legs, leaving their arms and head showing. The armor was half black and half white.

It was Ben in another alien form!

He said, "hey! You got a problem, big, tin and ugly?"

The robot started shooting at Ben, who blocked the lasers and bounced them into a nearby boulder!

Max, "yeah! Way to go B- er, diamond headed guy!"

Ben tested out the name, "DiamondHead. Definitely a descriptive name!"

The robot shot at DiamondHead, who quickly formed a shield out of their left hand!

DiamondHead, "woah! If I can make a shield, then…?"

DiamondHead formed his other hand into a sword!

DiamondHead, "wicked!"

The robot then threw a tree right at Gwen! DiamondHead ran forward and sliced the tree down the middle.

Gwen, "thanks for the save."

DiamondHead, "you're welcome. Now, get to safety!"

Gwen nodded and ran off as DiamondHead started running at the robot. He slammed his foot into the ground, and suddenly, a bunch of large crystals emerged from the ground and pierced the robot's legs!

DiamondHead launched himself into the air with a large crystal they formed! They thrust their sword hand forward, and several crystals embedded themselves into the robot's arms! And with a mighty slash of their sword, DiamondHead split the robot's head right down the middle! The robot fell onto the ground with a mighty fall as the crystal hero stood atop them.

Max and Gwen cheered as everyone else in the around looked on in confusion and awe.

DiamondHead formed their weapons back into hands as they yelled, "aw yeah! Who's the man!"

Max and Gwen gestured for him to tone it down.

DiamondHead cleared his throat and said, "well, uh, I guess my work here is done. See ya later!"

He quickly ran back into the woods back towards camp as Max and Gwen sneaked their way back as the rangers started getting all of the people together.

….

We later see Ben, Max and Gwen back at camp.

Ben, "that was awesome! I felt like a hero back there!"

Gwen, "even I have to admit…. You did good."

Max, "as long as you have that thing on your wrist, I'm sure we'll see more things like that. We're gonna need to be prepared this summer."

Ben, "hey, as long as we work together, nothing can stop us!"

Ben's enthusiasm was infectious. Max chuckled as Ben reenacted his fight, while Gwen facepalmed.

….

The next day, Max and Gwen had woken up and changed into their normal clothes.

Max, "hey, where's Ben?"

As soon as he said that, another alien appeared before them as fast as light!

They looked like a bi-pedal blue lizard, with a long tail and balls for feet. They wore a black and white suit, and wore a black helmet over their head, with a visor covering their face with a blue X on it.

The visor went up, showing their blue face with black lips and yellow eyes.

He spoke in a scraggly voice and said, "hey guys! Let 'ol XLR8 clean up this campsite!"

The now named XLR8 began running around, cleaning up the campsite in a matter of seconds!

XLR8, "get it? XLR8?"

Gwen, "ugh. And just where were you?"

XLR8, "oh, just tying up some loose ends."

….

Back at the school, Cash and JT were hung up on the flagpole by their underpants.

JT, "um…. How did we get up here?"

Cash, "how the heck should I know?!"

At that moment, the kid they had been bullying walked over.

Cash, "hey! Get us down from here!"

The kid picked up a nearby rock and threw it up, hitting JT right in the nuts!

JT, "OW!"

The kid laughed and said, "payback is a witch!"

….

XLR8 then turned back into Ben.

Ben, "I have a feeling this is the start to a great summer."

Max, "I think so too."

Gwen, "it's certainly going to be an interesting one."

And with that, the three of them made their way back onto the RustBucket, starting off a summer that none of them would soon forget….

Chapter Text

We hear sirens blaring loudly as a building is seen engulfed in flames! Almost everyone is out except for two people.

A boy and his mother are trapped on the top floor, flames all around them. They close their eyes in terror as the ceiling caves in above them! But they feel no pain. They opened their eyes to see that HeatBlast had moved the debris away.

The boy, "who are you?"

HeatBlast, "I'm here to help."

HeatBlast absorbed the flames around them, allowing them to escape.

HeatBlast, "follow me!"

HeatBlast sees that the only way out is through the window, since the stairs were destroyed.

HeatBlast, "this way!"

HeatBlast forms a shield of flames around them and flies the mother and son down to the ground. The crowd let out awed gasps.

HeatBlast, "no need to thank me. It was all in a day's work for a hero."

That's when he caught sight of the boy holding up some rare Sumo Slammer cards.

HeatBlast, "no way! A gold Sumo Slammer Card! Where'd you get it? I've been looking all over for that!"

The boy replied, "I won it in a box of Sumo Slammer's cereal."

HeatBlast, "where'd you get that?"

The boy, "the Mega-Mart."

That's right then the RustBucket showed up, beeping at the flaming hero.

Gwen poked her head out of the window. She was wearing contacts right now, her glasses in her pocket.

Gwen yelled, "hey! We gotta get going! The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away!"

HeatBlast, "uh…. I knew that."

….

Moments later, we see the RustBucket in a high speed car chase with the jewel robbers.

Max, "Ben, please refrain from sitting down. I still need to get those fireproof seat covers!"

HeatBlast, "sorry Grandpa. I can't help it! I'm hot. Literally."

Gwen was picking up a fire extinguisher from the back as she said, "out of all of the heroes on that watch, you had to pick the one who's on fire?!"

HeatBlast, "it seemed like a good idea at the time. I had to go into a burning building!"

Gwen, "yeah, but don't you have any aliens that can control water?"

HeatBlast, "well, I think the fish one can, but a fish in a fire doesn't seem useful."

Gwen, "I'd have to agree."

HeatBlast, "well, I think you're just jealous."

Gwen responded by spraying HeatBlast with the fire extinguisher.

Max, "enough you two! Ben, try to stop the car!"

HeatBlast, "you got it!"

HeatBlast opened the door to the RV and leaned out. He quickly prepared a fireball, and flung it at the car. He managed a hit that sent the car into a wall!

HeatBlast, "striiike!"

HeatBlast jumped out and stood before the robbers as they clambered out of the car.

HeatBlast, "unless you guys want a terrible sunburn or worse, I recommend you put your hands against the wall where I can see them."

The robbers quickly complied, putting their hands to the wall.

HeatBlast, "you punks picked the wrong day to be bad-"

That's right when the watch timed out.

Ben, "-guys."

One of the robbers said, "hey! He's just a kid! Grab the jewels!"

As they heard sirens approaching, Ben said, "wow. Time sure flies when you're having fun! I've decided to let you guys off with a warning this time!"

Ben quickly ran towards where the RustBucket was as the cops surrounded the robbers.

….

The next day, we see a man named Roger knocking on an apartment door.

Roger, "yo! Animo? Animo! Open up!"

No answer. Roger fished out a passkey and unlocked the door.

Roger sneaked in to see numerous experiments and lab equipment everywhere.

Roger, "jeez. It smells like a zoo in here. When was the last time he cleaned up?"

That's when he heard the door slam shut. Roger turned around to see the culprit. An older man with a white beard and ponytail, a dirty jersey and pants, and his skin had a slight yellow tint to it.

This was Dr. Animo.

Animo, "how did you get in here?!"

Roger, "a passkey, idiot. Comes with being a landlord. Or did you forget that you need to pay rent for these last six months?"

Animo, "any money I earn goes to my research, and my bare minimum needs. Leave now. You're disturbing me and my pets."

Roger, "it looks like you were disturbed long before I showed up. Listen, 'Doc', unless you want to be on the streets with your little pets, you better pony up the cash you owe me."

Animo smirks as he says, "pony up? An interesting choice of words. Tell me, are you an animal lover? If so, you'll love this."

Amino pulled out a frog from a nearby tank as he put on a strange looking helmet, gloves and goggles.

Roger, "what's with that getup? You join a cult or something?"

Animo, "this is my Transmodulator. Phase one: it creates and accelerates mutations at the genetic level. Observe!"

He twists a button on his chest, activating the Transmodulator. Beams shoot out and down from the horns of his helmet, mutating the frog on the floor into a gigantic version of itself!

Roger, "what the-!?"

The frog hits Roger with its tongue and pulls them into their mouth!

Animo, "I'm sorry! I can't hear you!? It sounds like you have a frog in your throat. Hahahahaha! Or is that the other way around?"

The frog spits out Roger, who groans and passes out.

Animo, "I'm sooooo close to having what is rightfully mine. That reward I so rightly deserve. All I need is a few lousy components to finish my work!"

Just then, an ad on TV played.

"... So whether you're in need of hair spray or state-of-the-art electronics, you'll find them under one roof at the grand opening of the district's newest Mega-Mart!"

Animo grinned wickedly as he said, "well, as the saying goes: that is just what the doctor ordered."

….

We later see Max, Ben and Gwen at the M-Mart. As they walk down the aisle, Ben sees a shelf lined with boxes of Sumo Slammer cereal.

Ben, "Sumo Slammer cereal. Cool. Hmm?"

Ben starts dialing the watch, snickering to himself.

Max is looking at cans on the shelf, "only canned octopus? I thought this store prided itself on a wide selection."

Gwen, "uh, Grandpa? No offense, but can we have a normal dinner for once? You know, once that doesn't involve stir-fried tentacles? I think it's the one thing me and Ben can agree on."

Max, "huh! Nonsense. Now where do you suppose they keep the sheep's bladders?"

Gwen cringes, but then hears Ben's alien watch activate.

Gwen, "Ben…?"

Gwen goes to the next aisle, and sees one of the boxes shaking around.

Gwen approached it, and nearly screamed as something popped out. Sitting in the box was a small gray-green alien with fish-eyed goggles, and a black and white jumpsuit. And they were holding a golden Sumo Slammer card.

They yelled, "yes! Found it!"

Gwen, "Ben!"

The alien said, "oh, hello Gwen. I was just using GreyMatter to find the golden Sumo Slammer card!"

Gwen, "GreyMatter?"

GreyMatter, "yes! This alien is incredibly intelligent, and was able to deduce which box had the golden card in it via a series of calculations!"

Gwen, "you're supposed to use your powers to help people, not find some stupid trading-card."

GreyMatter, "come on! I deserve a reward for saving the day!"

Just then, the store manager walked to Gwen as she hid GreyMatter behind her.

The manager, "hey, if you open a box, you gotta buy it!"

Gwen, "it wasn't me! It was my cousin!"

The manager said, "I don't care who did it, you gotta pay for it."

Gwen grunted in annoyance.

Moments later, Max was looking at the box that sat in their cart. Ben was back in human form.

Max, "so, why are we buying this cereal?"

Ben, "you're lucky I found it in the first one."

Gwen, "you would have trashed the aisle if I hadn't stopped ya."

Max, "Ben, now I can appreciate how much this card means to you, but don't you think you're getting a little…. Obsessed?

Ben, "maybe you're right, Grandpa. I don't deserve a gold Sumo Slammer card. I mean, it's not like I rescued a bunch of people from a burning building or anything like that!?"

Gwen, "superhero guilt? Pretty low."

Ben, "hey. Whatever it takes."

Just then, Ben saw a display that showed the entire collection of Sumo Slammer trading cards.

Ben, "huh? Whoa. Sumo Slammer cards; a complete set!"

Max, "come on, let's check out the pet department."

Gwen, "please tell me you aren't looking for our breakfast…?"

Max, "come on Gwen. I'm not that strange."

Ben keeps staring at a display and says, "someday you'll be all mine."

The entire shop begins to rumble as TV sets fall from their displays, and the walls burst revealing Dr. Animo mounted on his giant frog!

Ben, "whoa. Hey, what do you think you're doing?"

The frog uses its tongue to knock stacked boxes on top of Ben. And in doing so, the golden card gets grabbed. Animo pockets the trinket.

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

Ben looks at his uncharged watch, "you are so lucky I can't go hero. And I am so getting that card back."

Security guards run at Animo and his frog.

Security Guard #1, "freeze!"

Security Guard #2, "get down off that giant…. Frog and put your hands up", as Animo rides away on the frog, the guard grabs a walkie talkie and says, "uh, we got a grab and dash in Electronics. Male, five-foot-six, riding on a giant frog…. Or a toad. Trust me, you can't miss him…. No, I am not on anything!"

Max and Gwen, oblivious to the situation in the pets aisle, suddenly gasp as Animo jumps into sight, and shoots a beam past the two of them, Max pushing them to safety.

Dr. Animo mutates a hamster and a Cockatiel into large creatures like his frog!

Dr. Animo, "arise to your full potential, my pets!"

Ben runs onto the scene, as Gwen and Max scream and run away from the hamster.

Ben, "oh, man. What kind of pet food are they selling around here?"

The animals all line up.

Animo, "behold the genius of Dr. Animo. Nothing can stop me from getting what I deserve. Mark my words! Today I will make history, or should I say…. Prehistory!"

Gwen, seeing Ben looking at the uncharged watch, says, "if you didn't go cereal diving, one of those heroes could be saving us from becoming hamster chow."

Ben, "no need to rub it in!"

The three gasp and scream as the hamster roars, taking a step forward.

As they're running, the hamster leaps over Ben, cornering his family. Ben looks down at the watch, knowing he can't, "go hero."

Ben, "I don't need to go hero to stop an overgrown fur-ball!"

As the hamster tries jumping at Max and Gwen, Ben quickly crashes a shopping cart into a shelf, making it topple on top of the mutated pet, and knocking it out.

Gwen and Max, "Ben!"

Ben, "uh-huh! That's right! Not even giant hamsters can mess with Ben Tennyson!"

An employee over the intercom says, "cleanup aisle six."

Dr. Animo, as the frog hops to Ben and his family, "young fool! You cannot stop me! I will turn, 'Washington D.C.', into, 'Washington B.C.!'"

He jumps from his frog to the mutated parrot, who flies off with him through a sky light, with the frog following.

The store Manager, "you saved the store! If there's anything I can do to repay you…. Anything you want."

Ben peaks at a gold Sumo Slammer card set 1and grins, "well, now that you mention it….", Max drags Ben away, "Grandpa, I was finally gonna score the entire Sumo Slammer card set!"

Max, "no time for that now, Ben. Maybe later. For now, we have a giant parrot to follow."

Gwen snickers at Ben.

….

We soon see Max chasing down Dr. Animo's parrot in the RV.

Max, "ah, just like the good old days…. Before I retired."

Gwen, "so, exactly, what kind of plumber were you, Grandpa?"

Max, "uh- yuh- a darn good one. Ben, what's the matter?"

Ben, "I save an entire Mega-Mart from being a giant hamster's chew toy, and what do I get? Nothing. It's not fair."

Max, "well…. Being a hero isn't about others knowing you did something good, it's about YOU knowing you did something good. Being a hero is its own reward."

Ben, "what? Were you reading the greeting cards at the Mega-Mart?"

Max, "well, yes. But that's not where I got that from. An old friend of mine told me that a long time ago."

Before they could ask anything else, Gwen said, "bingo! I found this online. Five years ago, Dr. Animo was a promising researcher in veterinary science. But it turned out he was doing all these twisted genetic experiments where he was mutating animals, and when he didn't win some big prize called the Verities Award, he flipped out. Anything about this sounds familiar, Ben?"

Ben looked out the window, thinking about what they said.

Unluckily, they lost track of the parrot.

Max, "we've lost him. He could be going anywhere in Washington D.C."

Gwen, "or Washington B.C."

Ben, "that's it! I know where he's going: the Natural History Museum!"

The RustBucket quickly drives in that direction.

….

When they get there, Ben finds a giant feather at the stairs to the museum.

Max, "something tells me we're on the right track. Good thinking, Ben."

Gwen, "guess even you can surprise me once in a while."

Ben, "I'll take that as a compliment."

While walking Ben finds a part of the Mega Mart electronics that were stolen, with the Tennysons coming across Dr. Animo.

Dr. Animo, "you…. Are very persistent. I hate persistence."

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

Animo, "oh, but it's only just begun. See, I only needed a few components to push my work into phase two: The re-animation of dormant cells."

Ben, "uhh…. Does that mean what I think it means?"

Gwen, "I think so, and I'm frightened by what he's planning."

Animo, "breathing life back into that which has been long since lifeless. Observe", he shoots a beam, re-animating a mammoth on display, "behold the genius that is Dr. Animo."

He quickly runs away.

Gwen, "now would be a really good time to go hero…."

Ben, "right. You guys get Animo, I'll take care of Jumbo."

Ben quickly dials the watch, and sees the large figure with four arms on it.

Ben, "well, four arms is better than two!"

Ben slams down, and transforms in a green light.

Standing there was a large alien with red skin, four yellow eyes, sharp teeth and four arms with a black stripe going down his forehead. He wore black pants and a black and white shirt like Ben's, but had armor similar to a gladiator over them.

This included gauntlets on all four wrists, chest armor, a short leather skirt and shin guards.

He looked down at himself and said, "woah... I was right. Four arms is better than two!"

They also had a retractable helmet of gladiatorial design, that formed when FourArms pressed a button on the side of his head, seemingly as second nature and stared down the mammoth.

FourArms, "alright, let's wrestle, Manfred."

He runs towards the mammoth, and manages to punch them back, drawing blood in the process!

….

Max and Gwen come across the giant parrot, with Gwen picking up a spear from a caveman display.

Gwen, "Polly want a smacker? Well come and get it!"

Gwen begins beating up the giant parrot until it runs away.

Gwen, "Ben's not the only one with skills."

Gwen and Max catch up to Animo, who smiles before re-animating a Tyrannosaurus Rex; King of the dinosaurs!

Max, "oh-"

Gwen, "-crud."

….

The mammoth throws FourArms into a wall, then proceeds to charge at him again.

FourArms, "you are going down, peanuts."

He grabs a hold of the mammoth by the tusks, and spins him into a wall, defeating him.

FourArms, "ohh…. I think I'm gonna hurl…."

Animo flees on the back of the T-Rex, almost hitting Max and Gwen with its tail.

Animo, "I'd love to stay, but I need to claim the award I so richly deserve! I'll give you something to do in the meantime!"

The parrot swoops down; Gwen gasps and screams as she's grabbed!

Max, "Ben! That thing has Gwen!"

FourArms sees the parrot flying with Gwen in their grasp and yells, "NO! LET HER GO YOU OVERSIZED WOODPECKER!"

FourArms leaps over Max to chase after the parrot and Gwen. Max bends down, picking up a photograph Animo had dropped.

FourArms grabs a hold of the parrot.

FourArms, "oh no you don't, ya overgrown parrot!"

The feathers Ben's holding onto pluck, and as he's falling to ground he's in the midst of transforming back to Ben.

FourArms crashes with a huge cloud of dust.

After a few moments, Ben climbs out from the crater made by the fall and looks at Gwen in the air.

Ben, "Gwen!"

Max quickly drives up, "somebody called for a taxi?"

Ben quickly gets into the RV, and the RustBucket begins speeding after the parrot.

….

The parrot carries Gwen by her backpack towards the Washington Monument as she says, "'spend a summer with your grandpa, honey. It'll be an adventure.'"

….

We see Animo on the T-Rex, crushing a building.

Dr. Animo, "ah, I do love my work."

….

Gwen, hanging from the parrot, reaches for her cell phone.

Gwen, "well, my mom said only use it in an emergency…. I guess this qualifies."

….

We see Ben looking out for the mutated parrot.

Ben, "no sign of beak-breath or Gwen!"

Max, "there can't be that many places for the parrot the size of an elephant to roost", he hands over a paper to Ben, "here, look at what Dr. Animo left behind."

Ben, "'Dr. Kelly accepts the Verities Award.' He's gonna finally pick up on his award! We gotta stop him!"

Max, "first thing's first. We have to find your cousin."

Ben, "obviously. I'm not gonna let that thing hurt her. We may bicker at times, but she's still my cousin. Heck, she's more like a sister to me."

Max smiled at his grandson's words. For all of the bickering Ben and Gwen did, Max could tell they truly cared for one another. And they would save Gwen no matter what.

Suddenly, the phone rings: Gwen's name is on the phone.

Ben and Max, "Gwen!"

Max speaks to Gwen on the cellphone, "hang on Gwen, we're coming!"

….

The mutated parrot leaves Gwen, barely holding on the top spike of the monument.

Gwen, "I can't hold on much longer."

Gwen accidentally drops the phone!

Gwen, "ugh. Mom and dad are gonna go nuts over that."

….

Max sees Gwen's phone hitting the ground, smashing into pieces.

Max, "oh no. Gwen will be next!"

Ben, seeing the watch's cool-down wear off, says, "not if I can help it. It's hero time!"

Ben quickly dials the watch and cycles until he sees the bug looking figure.

Ben pressed down, and transformed in a bright green light! When it faded, standing there was a large bug-like alien with green skin, they wore a black and white outfit, had large transparent wings and four eyes. They also had a tail with a large stinger on the end.

Max covers his nose and says, "ugh. I haven't smelled something that bad in a while."

Ben said, "I'm like some kind of stink fly. Wicked!"

They quickly take flight!

Gwen starts falling and screaming; StinkFly swoops in and grabs her.

StinkFly, "gotcha!"

Gwen, "huh? Butterfly!"

StinkFly, "StinkFly!"

Gwen, "ugh. Stink is right. Anyway, thanks for the save", she then sees the giant parrot and gasps, "incoming!"

StinkFly, "hang on Gwen!"

….

Max sees the battle in the air and runs to the monument to help.

….

Gwen yelps while hanging onto StinkFly's back as they fly away from the parrot while it tries to grab them.

StinkFly, "whoa! Watch the nails there, Polly!"

Gwen, "oh, I think I'm gonna be sick."

StinkFly, "spew on me, and you'd better learn to fly, quick."

Gwen, "roger that!"

….

Max gets exhausted from walking up the Washington Monument.

Max, "like it would've killed the founding fathers to install an elevator…."

StinkFly sees Max gesturing to them from the monument.

StinkFly, "I can't shake cracker-breath. You're gonna have to trust me. Okay?"

Gwen, "trust you?"

Gwen screams as StinkFly drops her off from his back then grabs her by her shoulders, flying towards the Washington Monument.

Max, "come to Grandpa!"

StinkFly gets Gwen into Max's arms, "now!"

As Max is dragging Gwen back into the building, the mutated parrot dives towards them, only getting knocked from its course by StinkFly shoulder barging it down.

Max, "go! Stop Animo. We're all right."

Gwen, "speak for yourself."

StinkFly nods, and flies off.

….

We see Dr. Kelly showing his reward to the tour group of VIPs.

Dr. Kelly, "and here is my Verities Award. Of course, it was an honor just to be nominated with a distinguished group of scientists."

Suddenly, Animo, on his T-Rex, smashes through a glass wall to invade Dr. Kelly's company!

Animo, "Kelly! I believe you have something of mine!"

Kelly, "Animo?!"

Animo, "in the flesh!"

He jumps down and grabs the Verities Award.

Animo, "I'd like to thank the committee for this honor."

The T-Rex roars, swiping its mouth towards Kelly, before StinkFly rushes in and swoops him up before damage can be done. But quickly gets swiped by its tail, getting up to see the gold Sumo Slammer card in a pile of rubble.

StinkFly, "whoa, I struck Sumo Slammer gold!"

Dr. Kelly, "somebody help me!"

He screams as the T-Rex tries to eat him.

StinkFly looked at the gold Sumo Slammer card before saying, "oh, man! This hero stuff ain't easy."

Dr. Kelly screams while falling towards T-Rex's mouth but is saved by StinkFly.

Animo, "what are you, you little pest?"

StinkFly, "I'm StinkFly, and I'm here to kick some tail!"

Animo shoots the beam at StinkFly, who dodges and knocks him, making him drop the award.

Dr. Animo, "NO!"

StinkFly taps his shoulder before stealing the Transmodulator.

Animo, "my Transmodulator!"

StinkFly breaks the Transmodulator, and the T-Rex de-animates back into bones, causing him to fall to the ground.

Animo yells, "no…. No! NO!"

….

Meanwhile, the mutant parrot who's approaching Gwen and Max turns back to normal size and perches on Gwen's arm.

Gwen, "don't even try to kiss up to me now."

The bird flies onto Max's shoulder.

Max, "well, looks like I'm gonna need to buy some bird seed for…. Chester, here."

….

We see the police arrest Dr. Animo at Dr. Kelly's workplace.

Dr. Animo, "let me go! I deserve that award! I've got it coming to me! I want it!"

Ben, "for some reason, that sounds kinda familiar."

….

We see the RustBucket leaving Washington B.C., or rather, D.C.

Ben, "I didn't get that gold Sumo Slammer card, but at least I snagged a trophy from Animo", he places part of the Transmodulator in a box, "plus, I guess saving the city from, 'Dr. Whacko', was its own reward."

Gwen, "don't forget you saved me, too. Thanks."

Gwen now had her glasses back on.

Ben, "yeah, well, that's what we heroes do best: Rescue our favorite dweebs."

Gwen, "you are…. Such…. A major doofus."

Ben, "I know you are, but what am I?"

Ben and Gwen both chuckled at that, when Max said, "oh, Ben. I got you something."

Ben grew wide-eyed as he saw Max pull out the complete set of trading cards!

As Ben got them, he said, "thank you so much Grandpa!"

Max, "well, I figured you deserved a little reward for everything you did today. Unlike Animo, you deserve it."

Ben could only smile as he looked at the cards.

Gwen chuckled as she went back over to her laptop. Sitting on the top of the fridge was Chester, who Gwen kept giving dirty looks to.

Ben asked, "hey, Gwen, why do you wear those glasses if you have contacts?"

Gwen, "I actually prefer wearing glasses."

Ben, "whatever. With or without the glasses, you're still a dork."

Gwen, "dweeb."

Max only chuckled as the trio continued their journey across the country….

Chapter Text

We see Ben diving into a lake that was at the group's campsite for the night.

Ben, "cannon ball~!"

Ben splashes into the water with tremendous results. He soon rises up from the murky depths, smiling.

Ben, "judges' scores…. Yes, a perfect ten by the magnificent Benjamin Tennyson! Yeah! Ah~, the crowd loves him!"

That's when Gwen approaches with her flashlight, her glasses on.

Gwen, "a perfect dweeb is more like it."

Ben, "come on! Dive in! The water isn't too cold!"

Gwen, "please. Who knows what nasty slimy things are slithering around in there at this time of night", she shines her flashlight on Ben, making him frown as she says, "I rest my case."

Ben, "come on! What's the point in camping by a lake if you're afraid to get wet? The whole point is to get wet!"

Gwen, "I just don't like getting into a murky and muddy lake."

Ben chuckles before he starts to struggle, "hey! What's…. Happen-"

Ben is suddenly pulled under the water!

Gwen, "very funny, Ben. I'm not falling for this…. Ben?"

Gwen frowns as bubbles come out of the water.

Gwen, "Ben? Come on, this isn't funny!"

Suddenly, a large figure emerges from the water with weeds all over their body!

Gwen screams, steps back, and trips over. The flashlight lands and shines towards the figure, revealing it to be FourArms covered in the weeds, his helmet retracted.

Gwen, "Ben?!"

Four Arms, "hahaha! You should've seen the look on your face. Ha, priceless."

Gwen, "you are so busted when I tell Grandpa about this crap!"

Ben, "come on! It was just a harmless prank! No biggie."

Gwen, "no biggie?! I thought something grabbed you! Ugh! I'm going to bed! Jerk!"

Gwen stomps off towards the RustBucket as FourArms starts removing the weeds and says, "sigh, maybe I should apologize. Still, I can't believe she fell for that little stunt! A monster in a lake? Who would fall for that?"

That's when FourArms felt something.

The water all around was moving.

FourArms, "what the-? What's going on?"

Then, suddenly, a gigantic tail emerged from the lake!

FourArms, "oh, me and my big mouth."

The tail quickly lunged forward and grabbed FourArms, pulling him under the water. Our alien hero started struggling as he saw two huge glowing eyes staring right at him! FourArms was able to get free and quickly swam back to the surface, running towards the RustBucket as fast as they could!

He quickly opened the door and exclaimed, "there's a giant monster in the lake! It attacked me!"

This was met with a pillow thrown to their face as Chester woke up for a moment before going back to sleep on his little roost near the fridge.

Gwen, glasses beside her bunk, said, "hello? Do you really think I'll fall for the same prank twice?"

FourArms, "I'm not kidding! I just got pulled under the water!"

Max, "come on Ben, the joke's over. It's time for bed."

FourArms, "bu-"

Max, "just get some sleep. Remember we have an early day tomorrow with our fishing trip."

Max and Gwen quickly went back to sleep as FourArms transformed back into Ben.

Ben sighed as he went into the bathroom, dried off and did his nightly routine before changing into his pajamas.

Ben went to sleep, thinking about what he saw that night.

….

The next day, we see the three Tennyson's at the docks of a fishing town for the fishing trip they had planned.

Ben was trying to convince them of what he saw the previous night.

Ben, "no really. It was enormous! Gigantic! It was bigger than anything I've ever seen! It had huge tentacles and big glowing eyes!"

Max, "I'm sure it was just some kind of big fish, that's all. You're probably overreacting."

Ben, "really? What fish can pull someone down into the depths, and are bigger than a whale!?"

Gwen, "ugh. Just give the lake monster story a rest, will ya Captain dweeb of the S.S. malarkey."

Ben, "have you been planning that bit?"

Gwen, "no. I'm just great at improv."

Ben grumbles in annoyance before he looks at a bucket of worms, grins, and shows a handful of worms to Gwen.

Gwen gasps in shock and disgust.

Ben, "breakfast?"

Gwen, "ugh, Ben, that's gross! Grandpa, What's with the bucket of slimies?"

Max, "fish bait. What else would we use? Brochures to a hotel?"

Ben, "heh, good one."

Gwen, "yeah, well, I think I'm going to pass on the fishing thing. I'll stay here and catch some sun instead."

Max, "okay, but you don't know what you're missing out on."

Gwen, "I'm pretty sure I do."

As Gwen walked away, Ben said, "we camp by a lake; she doesn't swim. We go on a fishing trip, she stays on the docks. Seriously, if we went skydiving, she'd stay on the plane."

Max, "alright, that's enough Ben. There's Captain Shaw, the man whose boat we're chartering."

They saw an extremely grumpy looking man on a boat.

Max, "Captain Shaw?"

The man, Captain Shaw, turned to them and asked, "who wants to know?"

Max, "I'm Max Tennyson and this is my grandson, Ben. We chartered your boat today for a fishing trip."

Captain Shaw, "oh. Well, what are ya waiting for, an engraved invitation? Get aboard, I ain't got all day."

Max and Ben got onto the boat as Ben muttered, "real jolly, ain't he?"

Max, "Ben be nice. Even if he's a little surly."

….

Later, we see the boat sailing across the lake as a fog rolled in around them.

Shaw was looking over his fishing equipment as Max asked, "so…. Anything interesting happened lately? Anything to catch?"

Captain Shaw, "more than you can imagine, my friend. Something truly amazing lurks in the water below."

They look over and see Ben at the edge of the boat.

Captain Shaw, "looks like your boy is using his breakfast as chum."

Max, "Ben, are you feeling okay?"

Ben, "huh? Oh, yeah, I'm fine. I'm just keeping an eye out for the lake monster. That thing's not taking me by surprise this time."

Max simply gave a concerned look over Ben's ramblings. Ben spots something in the fog that was rolling in.

Ben, "there it is!"

They all look, but then they see it's just a weirdly shaped rock.

Ben, "oh…. Heh, my bad. False alarm."

Max, "now Ben, this is a fishing trip, not a monster hunt. That lake monster is probably just a large fish."

Captain Shaw, "it's called 'the Krakken.'"

Ben, "whoa. You know about it?"

Captain Shaw, "it's my business to know all about it. I've been tracking the beast for some time. It's the town's most famous legend."

He hands over a picture to Ben.

Ben stares at it, shocked at the faded image of a large creature with tentacles and glowing eyes riding out of the lake.

Ben, "no way. This looks exactly like what I saw!"

Captain Shaw, "I've been on its tail for years. Folks say my rudder's not right."

Max, "why doesn't that surprise me?"

Captain Shaw, "eh, say whatever you want! But I know the Krakken is out there!"

As the trip goes on, Captain Shaw keeps talking about the Krakken.

Captain Shaw, "sightings go back hundreds of years on this very lake. Some say it's a myth, but not me. I've seen it. I can take ya to a spot where I personally laid eyes upon the beast. That is, if you got the stomach for some real adventure?"

Max, "er, I guess so."

Ben, "alright! Let's find a monster!"

Captain Shaw shows his gadgets to Ben.

Captain Shaw, "I've got sonar, high depth video set up, ultrasound…. I've gotten it all. And I will find it. Mark my words; it can't hide forever."

Ben, "how'd you get all this stuff?"

Captain Shaw, "you'd be surprised how much money fishing can make ya."

Ben, "cool…."

Max drags Ben away to talk to him.

Max, "Ben, I don't want you to put too much stock into what Mr. Shaw says about this, 'monster.' This is like a Moby Dick situation. I don't think he has both oars in the water, if you know what I mean?"

Ben, "why? Just because he saw the Krakken, too?"

Captain Shaw sees the area cordoned off and slows the boat down.

Captain Shaw, "'Do Not Enter'? What's goin' on here?"

Max, "looks official. Maybe we should turn back before we get into any trouble?"

Captain Shaw, "nonsense. This is my lake and I'll go wherever I-"

Before he could continue, the group saw a very large, high-tech looking ship approaching them.

The captain called out to them, "hello? Fishing boat, please stop where you are."

The larger boat grows closer.

Captain Shaw, "who the heck are you?"

The man, "I am Jonah Melville, the founder of Friends of Fish. We're an organization dedicated to helping the various creatures who live underwater."

Shaw, "never heard of ya!"

Jonah, "we're a new organization. We've closed this section of the lake for an environmental study. We can't have anyone disturbing the area until further notice. I'm sorry, but you'll have to turn your boat around."

Captain Shaw, "suppose ya can make me, ya fish hugging vegan?"

Max, "well, since I chartered the boat for the day, I believe I'm in charge. Isn't that right, Captain?"

Captain Shaw grumbles and walks away.

Ben, "but what about the Krakken?"

Jonah, "ha! The Krakken? Not that old fool's legend. Look, I'm a marine biologist and anybody who tells you they've seen a monster in this lake is casting without a hook. Like a giant lake monster could be in such a place, let alone even exist? It's like aliens, or bigfoot. It's a myth."

Max and Ben shared a look at the alien comment.

Captain Shaw looks at the sonar as it begins detecting something

Captain Shaw, "the sonar! We found something! Something very big!"

Ben sees a fin in the lake and says, "or something found us. Captain, look over there!"

Captain Shaw, "it's the Krakken!"

Captain Shaw sees what direction the Krakken's headed.

Captain Shaw, "it's heading right for the docks!"

Ben and Max looked at one another in fright and yelled, "Gwen!"

….

We see Gwen sitting on the docks, enjoying the sun that had begun to shine upon her.

Gwen, "ah, finally a little sun. And with my big-mouth cousin nowhere in sight, I can just lay back and relax for once."

Unfortunately, Gwen didn't see the Krakken heading towards the docks.

Captain Shaw uses the air-horn on his boat as a warning to everyone at the docks.

Gwen, misunderstanding Shaw's warning honk as a prank from Ben, says, "how many times does Ben think I'm gonna fall for this? Give it a rest already, dweeb!"

That's right when the Krakken starts attacking the docks, shocking Gwen!

Gwen, "okay, that's not Ben!"

The Krakken roars into the air!

Captain Shaw looks at the Krakken through his binoculars and says, "I told ya! It's real! The Krakken lives!"

Max, "sail now, gloat later! Someone's got to rescue those people."

Ben nods to his Grandpa as he runs to the edge of the boat and cycles through the watch. He sees the symbol of the fish man on it.

Ben jumps into the water and gets ready to be RipJaws, the fish alien.

Ben yells, "RipJaws to the rescue!"

He dives and transforms!

But who surfaces? XLR8.

XLR8, "hey, I said Ripjaws, not XLR8! Stupid watch! Maybe I should stop slamming it down? Ugh, here goes nothing."

XLR8 begins running along the water and says, "okay, maybe this can work!"

As Gwen nearly gets hit by the Krakken, XLR8 runs in and saves her, getting her to dry land.

Gwen, "whoa!"

XLR8, "you okay?"

Gwen, "I think so. Thanks for the save."

XLR8, "your welcome. Now, I've got to save the other people!"

XLR8 runs back towards the other people, accidentally getting mud on Gwen.

As she wiped her glasses, she yelled, "hey, you did that on purpose!"

XLR8 yelled back, "no I didn't!"

The Krakken screams in anger while XLR8 saves people from them, getting everyone to dry land as fast as their legs could carry them.

As Jonah spots the Krakken, he yells, "get us outta here!"

The Krakken notices and follows, splashing with its tail and sending Jonah's boat away!

Jonah and his men yell in shock as the boat gets rocked around like a bath toy in the hands of an angry toddler.

The Krakken grabs a box which says 'CANNERY.'

Jonah starts holding on to the box and yells, "oh no, you don't!"

XLR8 stops the Krakken by running around it, hitting it in various places until it retreats.

Jonah, "thanks for the hand…. And the uh, feet."

XLR8, "what's so important in that crate that you risked your life for it?"

Jonah, "um... Our lunch."

XLR8, "... you almost got munched for a few sandwiches? You're nuts!"

The Krakken suddenly steals the box, smashing its tentacle through the floor and grabbing it!

The Omnitrix begins beeping as XLR8 says, "uh-oh. Sorry, gotta run!"

XLR8 runs towards Captain Shaw's boat as fast as they can!

XLR8, "come on! Almost…. There…. I think I'm gonna-"

Within a flash of red, they turn back into Ben.

Ben, "... Make it!"

Ben flies into the water! Max sees Ben and quickly runs over to Shaw.

Max, "man overboard! Shaw! Ben is overboard! Bring the boat around!"

Captain Shaw glares at the lake and says, "next time you're in my sights, you won't be so lucky."

….

Later, we see people packing their stuff and leaving the lake. Obviously, everyone's frightened by the Krakken.

Ben, "see guys, I told you. That was the same thing that tried to munch me last night. Captain Shaw and I were right. The Krakken exists!"

Max, "just because he was right about the Krakken, doesn't mean I was wrong about him. I want you to stay away from that guy. He's nothing but trouble."

Ben, "man, you're just being stubborn."

Gwen, "yeah. Don't you just hate people like that?"

Ben, "... Touché."

Max, "we'll leave this to the experts, Ben. Like those Friends of Fish guys we met."

Ben, "experts? Who better to snag a lake monster than a guy with a monster buster on his wrist?!"

Max, "I'm afraid this is just gonna have to be 'the one that got away', son."

Captain Shaw appears nearby the group.

Captain Shaw, "low down, no good fish kissers!"

Ben, noticing Captain Shaw, says, "Captain Shaw, what's wrong?"

Captain Shaw, "the nerve of those environmental-punks! They shut down the entire lake! Nobody tells me where to sail, and nobody is gonna keep me away from reeling in the catch of the century! Nobody!"

Ben glances around as he hears Shaw rant.

….

Later, Ben and the others have returned to the RV, and are doing their own things.

Gwen knocks on a bathroom door in irritation.

Gwen, "come on, Ben! What did you do, fall in?"

Gwen forces the door open, but makes sure to open it slowly, and sees no one in there!

Gwen, "oh no. He didn't!"

….

Captain Shaw hears something behind him as he loads up his boat.

Captain Shaw, "hey! No stowaways on my boat, even if ya are only a filthy rat."

He finds Ben hiding on the ship!

Ben, "uh, first mate Tennyson reporting for duty, sir?"

….

Later, we see Captain Shaw getting ready for a dive. Ben is standing nearby as he does so, keeping a lookout for any trouble.

Captain Shaw, "she's probably been chased deep by those Fishy Friend fools. Hiding down below. Only one way to flush her out. With a little…. Live bait."

Ben, "maybe I should go with you. You know…. Just in case you run into trouble?"

Captain Shaw, "no need kid. I've got my dive buddy right here, and I don't wanna get you in any more trouble than you already are. Wish me luck!"

Shaw dives into the water as Ben keeps a lookout for the Krakken or Jonah's ship.

Shaw goes deep, deep down, and comes across an amazing sight. Eggs! A ton of them! The Krakken's children!

Shaw looks around before making his way back to the surface. But when he breaches the lake, he is suddenly caught by Jonah and his men!

Jonah, "don't you know night diving is dangerous, old-timer? Especially without a partner? Unless, of course, you went with someone? One of your friends, perhaps?"

Captain Shaw, "I work alone. I ain't got no friends, you tree-hugging sack of chum."

Jonah, "what a shock. And with a sparkling personality like yours?"

Captain Shaw, "I haven't anything worth stealing, either."

Jonah, "oh, but you have us all wrong. All we want is information. Like what did you see down there?!"

Captain Shaw, "nothin'. Same as always."

Jonah punches Captain Shaw and Captain Shaw passes out as Jonah takes his mask off.

Jonah, "well, I have to be sure."

Ben sees all of this on the boat and tries to activate the Omnitrix.

Ben, "come on…. Work!"

Jonah, "take Ahab here with us. Find out if he knows anything back at the cannery", he touches a device, "we'll come back later with a mini-sub to snag the rest of the beasts eggs", he throws the device into the water, and the device sinks, "in the meantime, I think his boat just got lost at sea!"

He throws a bomb on Captain Shaw's boat!

Ben jumps off of the boat as fast as he can and avoids the resulting explosion and falling pieces, and activates the Omnitrix

Ben, "it's Hero Time!"

Ben transforms in a flash of green light!

….

The men on the boat suddenly see StinkFly in the air!

One says, "is that a bird?"

Another says, "nah, looks like a plane."

Jonah, "it's a bug, you idiots! Man the harpoons!"

StinkFly, "give it up! You are totally busted!"

StinkFly battles against the men, shooting balls of disgusting goop at them, but they overpower him with their own attacks; shooting harpoons at them and throwing things at them, and he falls into the water!

StinkFly, "oh, man! My wings are too wet for take off! Come on! Dry off!"

Jonah drives the boat towards StinkFly and says, "let's squish that bug once and for all, boys!"

StinkFly sees Jonah coming and yells, "come one, come on…! Dry off!"

StinkFly dodges Jonah's boat and hides behind some of the debris from Shaw's boat.

Jonah notices the Krakken's fin and says, "it's getting too crowded around here. Dump the trash overboard."

The men dump the unconscious Captain Shaw into the water as they leave, but StinkFly quickly saves Captain Shaw, grabbing onto him and starts flying towards the Rust Bucket.

A few minutes later, we see them drawing closer to the RV.

StinkFly, "almost…. There!"

That's when the Omnitrix starts beeping.

StinkFly, "oh, not again! Darn this time limit!"

Gwen searches for Ben and Captain Shaw around the lake.

Max, "any sign of Ben and Shaw?"

Gwen, "no, not yet…."

Ben screams as the transformation is over and he falls into an awning with Shaw.

Ben, "ugh…. I hate it when that happens."

….

A few minutes later, Ben recaps the whole thing for Max and Gwen.

Ben, "and the Krakken's nest was full of eggs. No wonder she's been attacking everything! Jonah must be stealing her eggs, and she's looking for them!"

Gwen, "and I think I know who Jonah is. I did a little checking on these, Friends of Fish, guys, and found out it's not listed on any environmental website. Not even as an ameture group. But I did find this. Jonah Melville isn't a friend to any kind of wildlife. He travels around the world, poaching rare animals, then crates them up and sells them to private collectors at the highest bidders!"

Ben, "he crates them up. Oh, man! I bet that crate that the Krakken took off their boat had her egg in it!"

Max, "it looks like we were both a little too hard headed."

Ben, "you're right. We've gotta stop him! They said something about going back to the cannery?"

Captain Shaw, "all of this doesn't change a thing. Mommy or not, that beast is mine. Let's go. I have a spare boat down at the docks we can use."

They nod at Shaw as they leave and begin heading towards where the spare boat is at the docks.

….

The group gets ready to go to the Cannery, loading up the boat Shaw had.

Gwen has just turned off her phone and said, "I finished calling the authorities. It'll take a while until the police can get here."

As Shaw gets ready to get on the boat, he sees it leaving with the Tennyson's on it!

Captain Shaw, "what are ya doin'? Get back here!"

Ben, "sorry, captain. This mission is way bigger than hunting a monster!"

Captain Shaw, "ya don't know what you're doin'! A monster is a monster, and I know a monster when I see one."

Shaw's gaze lands on a much smaller boat, making the disgruntled captain smile.

….

Jonah sees one of his men almost dropping the egg.

Jonah, "careful! Or you'll be cleaning out the world's most expensive omelet! After we sell these babies to the highest bidder, we'll be kicking back on a beach in the Bahamas. I can see it now."

….

Gwen and Max climb up to the cannery.

Ben walks to the edge of the docks and says, "see if you can find the eggs in there."

Gwen, "what about you?"

Ben, "I'm gonna kick some Friends of Fish tail. With some tail!"

Ben cycles through the watch and stops at RipJaws' figure. This time, he simply presses down, and transforms in a bright green light.

He turned into RipJaws, who looked like an anthropomorphic Angler fish, with razor sharp teeth. On his right shoulder was what looked like spiked metal strapped to it, like how HeatBlast wore that purple armor on the opposite shoulder. RipJaws jumps into the water with a great splash!

….

Jonah is underwater, in a suit of some kind. And as he goes to grab the eggs, he sees the Krakken appearing!

Jonah, "the bigger the Krakken, the bigger the payday."

The Krakken and Jonah fight, with Jonah being brutal in his attacks!

RipJaws jumps onto Jonah's suit and yells, "you wanna mess with a monster? Try me on for size."

Jonah is startled, but goes on to battle the alien fish man.

….

Gwen and Max get spotted by one of the men!

Max, "okay, buddy. We can do this the easy way or the hard way."

That's when he sees the Krakken's tail and looks at some hooks above.

He yells to Gwen, "go high!"

Gwen and Max jump up as the tail knocks a great chunk of the floor away, and sends the man into the water, forcing them to hang onto some wood.

Gwen and Max get down from the hooks and knock out one of the other men that tried to attack them.

Gwen, "is this the easy way or the hard way?"

Max, "I'm honestly not sure, heh."

….

The Krakken lifts the eggs by the tail.

Jonah sees the Krakken lifting the eggs and yells, "my eggs!"

Jonah attacks and causes the Krakken to drop the eggs!

RipJaws pushes Jonah away, "they aren't your eggs!"

He catches the egg and dives further into the lake. He returns the eggs to the Krakken, who chirps in thanks to the hero. RipJaws merely gave a nod as he made his way back to the surface of the lake.

….

When they make their way back up, Jonah slams into RipJaws and sends multiple punches at them!

Jonah, "rescuing babies; very heroic, but not very smart!"

RipJaws jumped off of Jonah, dashed back at him, and smashed through the glass of the suit, knocking Jonah out with a strike to their head!

RipJaws, "this fish ain't your friend."

….

A few minutes later, we see Ripjaws hanging an unconscious Jonah onto a wooden plank.

RipJaws, "hang here for a while, until the police find a nice, dry cell for ya."

He dives into the water as the police come to arrest Jonah and his men.

Gwen and Max see Jonah defeated and being arrested at the docks.

Max, "heh. Good riddance to them."

Captain Shaw approaches them with RipJaws in a net!

He says, "I got one! I finally got myself a Krakken. One of the eggs must have hatched. Imagine this trophy mounted on my wall."

Max, seeing the Omnitrix time out, chuckles and says, "I think your catch of the day isn't exactly as advertised."

Captain Shaw looked at Ben in shock, "what?! But I could have sworn…?"

Ben, "uh, please get me outta this…."

….

We see the Krakken as she curls around her eggs, purring in a calm manner and grateful for Ben's help.

….

We see the trio back at the RustBucket later.

Max is finishing packing up everything as Ben and Gwen sit across from one another.

Ben, "hey, Gwen? I'm uh…. I'm sorry for pranking you the other night."

Gwen, "it's alright. I think all of those moments of crashing into the water and such were punishment enough."

The two chuckled as Max asked, "so Ben? Have you named every alien yet?"

Ben, "huh? Oh, yeah! WildMutt, FourArms, GreyMatter, XLR8, DiamondHead, Upgrade, RipJaws, StinkFly, GhostFreak, and HeatBlast."

Max, "well, I look forward to seeing them all in action…."

And with that, the group was once again off on their trip across the country….

Chapter Text

We see the RustBucket parked outside of an ice cream shop. Max was currently waiting outside, looking over a map as a man bumped into him.

Max, "oof! Hey!"

The man, "out of the way, grandpa. I got a major withdrawal to make."

The man was approaching a car that was parked in front of an ATM.

Max gave a suspicious look at the man.

….

We then see Gwen and Ben looking at ice cream barrels. Gwen once again had her glasses on.

Gwen, "so, um, what do you have that's nonfat with less than 3% sugar?"

The Ice Cream Employee, "napkins."

Ben, "come on Gwen. Live a little."

Gwen, "ugh, fine. I guess I'll take a mint chocolate chip."

The Ice Cream Employee, "alright then. What about you, kid?"

Ben turns around for a moment and sees the man at the ATM.

Ben, "I'm about to go down a rocky road."

Ben runs out, leaving Gwen to just stare at the employee in slight confusion.

….

The first man is putting a hook on the ATM as another man sits in the car.

Ben sneaks next to the car and says, "time for an Upgrade."

Ben activated the watch and transformed!

The man yells, "hit it!"

But as the 2nd man is about to drive the car, the car turns a black and green color!

The man sees a droopy head poking out of the dashboard, their eye looking like the symbol of the Omnitrix, but sideways.

This was Upgrade, an alien Ben could use to combine with machines.

Upgrade, "sorry, but your cash request has been denied. Please try again; NEVER!"

He throws the man out of the car and next to the other man.

Upgrade quickly emerged from the car, showing that they looked like a living circuit board, with their body being a mix of white, black and green, and the Omnitrix sitting right on his chest.

Upgrade defeats the men by merging with a nearby vending machine and shooting them with soda cans for a minute, knocking them both into a wall.

One of them gets knocked out, and when the other one tries to run, Max sticks his leg out and knocks them to the ground, and out cold.

Max, "where do you think you're going? Good work, Ben."

Upgrade, "oh, yeah. I'm ready for anything. Bring it on. What's up next?"

Max, "we're heading off to see your Aunt Vera for the weekend."

Upgrade, "aw, boring old Aunt Vera? Come on!"

….

We later see the trio driving to where Aunt Vera lived. A retirement community in a desert area.

Chester was perched by the window as Gwen spoke.

Gwen, "heh, when Aunt Vera said she wanted to move away from it all, she really meant it, huh?"

Ben, "oh, man. This summer was supposed to be about f-u-n, fun, not hanging out in some old lady's place, where the only thing to do is watch paint dry."

Ben was fiddling with his green jacket he wore around his waist, hoping it would fit him right one day.

Gwen, "well, I like Aunt Vera."

Ben, "that makes sense. You act like you're 100 years old."

Gwen, "well at least I've matured."

Ben, "hey, I can be mature."

Gwen, "or really? Name a time?"

Ben, "remember that time your brother got in trouble for drawing on the walls, and I took the blame?"

Gwen, "okay, that was one time."

Max, "simmer down you two. We're almost there."

Ben and Gwen stopped their bickering as they got closer to their destination.

….

We see Aunt Vera talking excitedly to her neighbor, Marty.

Aunt Vera wore purple and had long white hair. Marty was a scrawny old man in glasses.

Aunt Vera, "it's been years since I've seen Max and the kids. I'm not sure I'll even recognize them now. Stop by and say hello when you get a chance."

Marty, "I'd very much like that."

Marty leaves and enters his own house. But as he walks into the kitchen, something is seen approaching him from behind.

Marty gets attacked, but we don't yet see what attacks him.

….

Ben sees the retirement community from the window.

Ben, "this is gonna be so boring. Their idea of excitement in this place is probably watching the grass grow. Or like I said, watching…. Paint…. Dry…?"

Ben was left speechless as he saw an old man back-flipping around like a stunt man.

Ben, "whoa! Gwen, did you see that?"

Gwen, "see what? The heat must be frying that brain of yours."

Ben, "very funny."

Ben was legit curious about what was going on now.

….

We see the trio arrive at Aunt Vera's house.

Ben complains about the heat, saying, "seriously, why do old people have to live where it's so hot? It feels like a giant steam room."

Gwen hits Ben with some water.

Ben, "... Thanks for that, cuz."

Gwen laughs at her prank, "hahahahaha!"

Ben then sees Marty, or who we assume is Marty, glaring at them.

Ben, "huh, they really make you feel welcome here."

Max, "just watch your cheeks. Vera's a pincher."

Aunt Vera opens the door and exclaims, "Max!"

Max, "Vera."

Aunt Vera hugs Max, and then goes over to Gwen and says, "I can't believe you're finally here", she pinches Gwen's cheek, "oh, look at the both of you. So grown up! Those glasses make you look so smart Gwen."

Gwen, "ow. Er, thank you Aunt Vera."

Aunt Vera pinches Ben's cheek.

Ben, "ow."

Aunt Vera, "come on in. I can't wait to chew the fat with all of you."

They all enter inside Aunt Vera's house.

Ben, "sniff, ugh. Why do old people's houses always smell like somebody's cooking socks or something?"

Gwen elbows Ben in the side, trying to get him to stop being rude. Ben took the hint.

….

Later, we see the Tennysons eating Aunt Vera's Gelatin Mold she made. Well, Max and Vera were eating it happily. Ben and Gwen cringed as they ate, seeing that Max and Gwen shared the same strange tastes.

Max, "oh, Vera, this is delicious. Now, what are these brown chunks in the mold?"

Aunt Vera, "oh! Those are pork chops. And the white parts are cauliflower. So, Ben, what have you been doing so far this summer?"

Ben, "dealing with alien life forms."

Aunt Vera, "haha, oh, you."

Gwen sees a stuffed bird on the wall and says, "Aunt Vera, is that a stuffed red-billed North American Chickadee?"

Aunt Vera, "ohh! How perceptive, Gwen. And did you know the song of the red-billed North American Chickadee is actually…."

Gwen and Aunt Vera, "a call indicating alarm or excitement?"

They both mimic the bird's song.

Ben whispers, "dorksville, USA."

Ben moves his meal to Gwen's plate, not eager to eat it.

Ben, "I am totally stuffed."

Gwen glares at Ben.

Aunt Vera, "Ben, would you like some candy?"

Ben, "now we're talking", he eats a candy but spits it out, "ugh! Coffee as a candy? Is this some kind of joke….", Ben runs to a bathroom, "I need to use the bathroom", he goes inside the bathroom, "it's Attack of the Old People. I gotta get out of here."

Ben activated the watch and transformed.

In a flash of green light, he was now a gray ghost alien with a pink eye, and looked like he had stitches all over his body.

They spoke in a creepy voice, "GhostFreak should be able to get away."

….

Aunt Vera picks up a shell and hands it to Gwen.

Aunt Vera, "and this one is a Valentiana. Can you hear the ocean?"

Gwen puts her ear to the shell, but then hears GhostFreak whisper, "loser. Loser. Hahaha!"

Gwen, "er…. Yes, I can."

As Aunt Vera turns away, Gwen looks behind her and sees GhostFreak.

Gwen, "Ben?"

GhostFreak, "see ya. Wouldn't wanna be ya."

Ghostfeak gets out from Aunt Vera's house.

GhostFreak, "there has to be something fun to do around here?"

GhostFreak looks around and finds a golf cart.

GhostFreak, "well hello."

GhostFreak drives around and sniffs the air, finding an apple pie on a windowsill.

GhostFreak, "mm. Apple pie."

That's when he sees an old lady eating a fly!

GhostFreak, "no way. Ninja old people."

GhostFreak sees Marty driving a golf cart and avoiding water.

GhostFreak, "hmm…. I wonder what Mr. Friendly's up to?"

GhostFreak follows Marty and sees him pushing a dumpster.

GhostFreak, "this place just keeps getting weirder and weirder by the minute."

Suddenly, the Omnitrix times out and GhostFreak turns back into Ben.

Ben gasps seeing Marty twisting his neck completely around!

That ain't Marty!

Ben, "aah", he runs and closes a gate behind him, but the Marty double somehow goes through the bars like slime! Ben quickly begins driving the golf cart as the Marty imposter chases him.

Ben, "I didn't see your face suddenly pop on the back of your head! I swear! What kind of vitamins are these freaky old people taking?"

Be steps on a gas pedal in order to lose his pursuer.

Ben, "come on, come on."

The Marty double catches up and grabs the cart.

Ben, "let me go!"

Ben hits the clone Marty's arm with a golf club from the back of the cart.

Ben, "fore!"

The Marty clone hops on the cart roof and avoids the arms.

Ben, "no!"

The cart collapses, captured by the Marty imposter!

Ben screams as the sprinklers turn on, making the Marty clone run away.

Ben, "okay…. What just happened here?"

Ben gets back to Aunt Vera's house and calls Gwen and Max out.

Ben, "Grandpa, Gwen!"

Max, "shh. Your aunt Vera's in bed."

Ben, "seriously? It's, like, only 6:30. Never mind. Listen. This whole place is way creepier than I first thought. First, this old lady runs up a wall and then munches a fly. Then Marty, that weird next-door neighbor, is an alien or something with a face in the back of his head and these long, sticky arms, and this body that oozed right through this gate, and-"

Gwen, "Ben, you snuck out. Aunt Vera was hurt."

Ben, "I know. I'll apologize when she wakes up later. But we got other stuff to worry about. I say I go FourArms, and we check out Marty's apartment, all gangster style!"

Max, "well, maybe we should do some investigating, but you stay as you are. No gangster style. Us old folks don't forget as much as you think we do."

Gwen, "you know, ever since you've had that watch, you're like a magnet for the weird."

Ben looks right at Gwen and says, "you're right."

Gwen, "very funny…."

….

We see Max peeking inside of Marty's house.

Max, "hello? Anyone home?"

He shushes the kids as they go inside.

Gwen sees a shadow and says, "ah!"

Max figures out the shadow was a coat and a hat, "well, nothing here seems out of place."

Ben, "except for what he rolled up in his rug that was right here."

They leave the house and head back to Aunt Vera's.

….

Later that night, Max assures the kids to sleep.

Max, "you two sleep well. I'll be in the guest room if you need me."

Ben, "but, grandpa-"

Max, "Ben, there's nothing more we can do tonight. I'm going for an early walk in the morning, but once I'm back, we'll check things out again. Now, get some rest, you two."

Max leaves Ben and Gwen to slowly drift off to sleep.

Meanwhile, something sneaks into Aunt Vera's room!

….

Ben looks inside the refrigerator that morning.

Ben, "let's see. Prune juice, prune juice, and, oh, what a surprise, more prune juice. Why does it seem like old people were always old?"

Gwen sees Aunt Vera and says, "morning, Aunt Vera. How'd you sleep?"

Aunt Vera, or who we assume is her, replies, "just…. Fine. How about you?"

She pinches Ben's cheek, albeit more roughly.

Ben, "ow! Er, fine, Aunt Vera. And, I'm sorry about last night."

Aunt Vera, "sorry for what?"

Ben, "er, sneaking out yesterday?"

Aunt Vera, oh…. That…. It's alright."

Ben, "really?"

That seemed way too easy.

Gwen, "Aunt Vera, I made you some coffee."

But Gwen accidentally drops the tray!

Gwen, "oops, sorry!"

Aunt Vera suddenly jumps and braces her legs on the walls like a monkey!

Aunt Vera, "clean it up! Clean it up right now!"

Gwen looks at Ben and Aunt Vera in confusion and says, "I'm sorry."

Gwen quickly starts cleaning up the coffee as Aunt Vera gets back down and notices the empty guest room.

Aunt Vera, "where did your grandfather go?"

Gwen, "he said he was going for an early walk."

Aunt Vera, "well, behave yourselves. I'll be back soon…."

Aunt Vera walks off very suspiciously.

Ben, "she's totally one of them."

Gwen, "one of what?"

Ben, "whatever's possessing these old people. She jumped on the wall like how these other people have been doing backflips. Something or someone's gotten to Aunt Vera and who knows how many of the other fossils around here. And I think I know where they might be working from."

Gwen, "this whole thing feels like Invasion of the Body Snatchers!"

Ben, "you've seen that movie?"

Gwen, "it's a classic. Of course I've seen it."

And with that, the two left the house, making their way towards the dump.

….

Minutes later, we see Ben and Gwen sneaking around.

Gwen, "so, where are we headed, Sherlock?"

Ben sees a resident roaming and hides.

Ben, "we need to get to that trapdoor by the dumpster."

Several of the old people, including Aunt Vera and Marty arrive nearby.

These aliens posing as them are called; Limax's.

Limax Aunt Vera, "is the food supply ready for transport?"

Limax Marty, "the pods are in the final stages of gestation. What about the young ones?"

Limax Aunt Vera, "they are too chewy. They need to age more before they get nice and tender."

Limax Marty, "I'm not talking about eating them. The boy suspects too much of our plan."

Ben and Gwen find the dumpster.

Ben, "it's right over there."

Gwen, "just follow the disgusting smell."

Suddenly, a Limax woman attacks them!

Gwen, "duck!"

The pair duck as she swings her arm at them!

Ben, "run!"

They run away, and then see Max approaching them.

Max, "guys, what's going on?"

Ben, "grandpa, they're everywhere!"

Max, "I know. Come here. I'll protect you."

Suddenly, his arms stretch out and attack them, shrieking like a banshee!

It's another Limax! They got Grandpa Max!

Gwen, "let's get out of here!"

As they run, they find themselves surrounded by Limaxes.

Ben, "oh, this is not good."

Gwen sees the Limax Max get crushed by a vending machine!

Gwen, "no!"

The Limax Max slithers out and reforms.

Ben points to the dumpster!

Ben, "come on. There's a trapdoor under there!"

Ben quickly activates the watch and transforms into WildMutt, who like Gwen suggested, now has a saddle, and he throws the dumpster at the Limaxes, and growls at Gwen.

Gwen, "got it…. That's scary, I'm starting to speak mutt."

WildMutt brings Gwen to his back and jumps into the trapdoor.

Gwen, "whoa! Does the expression; 'look before you leap', mean anything to you?"

She then sees the Limaxes coming down!

Gwen, "move it! High-ho, Silver!"

They run away as fast as they can and end up inside a cave full of tunnels.

Gwen, "these tunnels must go under the whole complex."

Suddenly, the Limax Max attacks but WildMutt catches him! He then throws the copy of their uncle into a nearby cave wall and approaches them.

WildMutt raises his paws to finish Limax Max.

Max, "you wouldn't want to hurt old Grandpa Max, now, would you?"

WildMutt hesitates and Limax Max retaliates!

Gwen hops on WildMutt's back and exclaims, "hey, short, dumb, and hairy. Rule one, he's not grandpa. He's an alien freak. And that leads to rule two, which is; 'We kick alien butt'."

WildMutt finishes Limax Max with a series of slashes that tears them apart into nothing but slime on the ground. He then senses something nearby.

Gwen, "what?"

WildMutt starts to run towards the wall.

Gwen, "whoa! Thank God for this saddle", she looks at a wall in front of them, "look out!"

WildMutt reverts to Ben after crashing through the wall.

Gwen, "hey, freak show, what do I look like, a crash-test dummy?"

Ben starts looking at the cave, "listen. I don't know what it is, but I picked up some kind of scent here."

Ben and Gwen find the retirees in pods!

Gwen, "it's like everyone in the retirement village has been podded up. This IS the Invasion of the Body Snatchers!"

Ben, "you can say that again."

Ben then finds Max in a pod, "Grandpa!"

Ben quickly frees Max from the pod.

Max slowly wakes up and says, "oh, I was out for a walk and then…. Oh, I can't remember what happened next."

Ben tries to free the people but is stopped by the Limaxes!

Limax Aunt Vera, "I wouldn't do that if I were you."

Ben backs up, "well, you're not me."

Limax Marty, "not yet, I'm not."

The Limaxes show their true appearances.

They look like huge slime monsters.

Max, "you can fill me in later."

Gwen finds the Limaxes' ship.

Gwen, "look what's back here."

Max sees the ship, "that must be their ship."

Limax Aunt Vera, "they found it. We can't let them out."

Limax Marty, "get the pods on board. They've been marinating long enough!"

Max, "m-marinating?"

Gwen finds Aunt Vera in a pod, "they've got Aunt Vera!"

Ben activates the Omnitrix once more and says, "you guys really burn me up."

Ben transforms into HeatBlast.

The Limaxes step back.

HeatBlast, "... Now I'm going to return the favor."

HeatBlast shoots fire at the Limaxes but notices his mistake. They all form into a gigantic Limax.

Huge Limax, "whatever you are, you just made a terrible mistake. Us limaxes live for the heat. Why do you think we came to the desert in the summer?"

Gwen figures out that Limaxes hate water, remembering how Aunt Vera jumped away from the coffee.

Gwen, "they hate water! Aunt Vera when she was in the kitchen!"

HeatBlast, "or Marty, when I was on the golf cart!"

He finds an underground water pipe and destroys it to spray water at the Huge Limax! The Limax starts slithering towards the ship in pain as the water hits it.

HeatBlast, "see you, slime ball."

Gwen and Max save all of the people on the ship.

Max, "sorry. There's no dry-thru service here."

The Limaxes leave the planet, their ship flying high into the sky. Max then looks at the pods and says, "we should put them all back in their condos, so they'll think they never left, and that all of this was just a nightmare."

Gwen, "that could take hours."

HeatBlast, "give me a few minutes. I'll see if XLR8 can help out."

….

Hours later, everything in the community was back to normal as the Tennyson's got ready to leave.

Aunt Vera, "don't be strangers, you hear?"

Max, "we won't."

Gwen, "goodbye, Aunt Vera."

Aunt Vera, "goodbye, dear. Oh, this is for the road", she gives Gwen a Gelatin Mold, "Ben told me how much you liked my Gelatin Mold. This one's lime with chunks of grouper and chickpeas."

Gwen, "uh…. Thanks."

Aunt Vera, "I'm sorry, Ben, if there wasn't enough excitement here for you. I hope you weren't bored to tears."

Ben, "actually, it turned out better than I thought. And um, I'm sorry about sneaking away the other night."

Aunt Vera, "it's alright. I'm just glad you've had a good time. Well, have fun on the road."

Ben hugs Aunt Vera and says, "I will."

As he goes to the RV, Aunt Vera says, "oh, and Ben, keep up the good work dealing with all those aliens you were telling me about."

Ben, "heh, y-you're…. Kidding, right?"

Aunt Vera, "haha, of course, dear."

Ben chuckles as he, Gwen and Max once again head on the road.

As they drove away, Aunt Vera said, "oh, if only they knew what their Grandpa did for a living…."

….

As the RustBucket drove off, Ben and Gwen were once again sitting across from one another.

Gwen asked, "okay, Ben, I have to ask about that jacket. Why do you wear it?"

Ben, "Dad gave it to me, but it doesn't fit me yet, so that's why the sleeves are rolled up like this."

Gwen, "hmm. Neat."

And with that, the group were back on the road, and odd towards more adventures….

Chapter Text

We see three alien men lined up on Vilgaxs' ship. All three of them have a rather strange appearance.

First there was Kraab, who looked like a robotic crab man.

Next was SixSix, a purple armored warrior with a variety of weapons at his disposal.

And the last one is nameless for now, in black armor with a single green light for the eyes.

Bounty hunters, all three of them.

They are at some form of audition that Vilgax is holding.

They hear Vilgax through an intercom. Vilgax, "begin the audition."

In the blink of an eye, all three hunters are attacked by various attack drones. Each showed off their amazing skills. SixSix was proficient in guns and various gadgets, Kraab with melee, (especially with his giant claw), and the last one with seemingly both hand to hand combat and weapons.

Within a few minutes, all of the drones were left as a sparking metal mess on the ground.

Vilgax, "impressive. You are all hired. Your objective is to retrieve the Omnitrix; the most powerful weapon in the galaxy. The one who succeeds collects the reward. Do not disappoint me…."

….

Max has just finished building an obstacle course for Ben to train in.

Max, "you ready Ben?"

Ben transforms to DiamondHead in the familiar green light.

DiamondHead, "oh, yeah."

Max, "remember to think out there, Ben. Don't just try to muscle your way through this. Might isn't always right."

DiamondHead, "I know, but it's always fun."

DiamondHead trains, managing to speed through the obstacle course at first.

Gwen was watching, wearing her contacts today, as opposed to her glasses.

Gwen, "heh, show-off."

Max, "focus, Ben. Think before you act!"

DiamondHead, "don't worry, grandpa. I've got this!"

He avoids some large cans but gets hit by one of the courses swinging tires and as a result; sends shards flying everywhere.

Gwen screams and avoids the shards but gets sunscreen on her head.

Gwen, "ugh. Great job, dweeb."

DiamondHead laughs sheepishly and says, "oops, hehe, my bad."

….

Later, they were riding along the road once more.

Chester was perched on Gwen's shoulder. She had seemingly forgiven the parakeet, (not parrot), for the events in DC, since their violent actions were caused by what Animo did to them.

Gwen was glaring at Ben as she said, "you rock-head, you almost turned me into Swiss cheese back there!"

Ben, "I said I was sorry. What else do you want from me?"

Max, "what we want is for you to take that thing on your wrist more seriously, Ben. It's not a toy. It's a highly advanced alien device that we don't fully understand yet. You've got to think when you use it."

Ben, "I know, but come on! You guys have seen me in action. I'm the baddest Ben in any town we go to", he puts his feet on a table, in front of Gwen, "I've kicked so much butt, my feet hurt from it all."

Gwen pushes Ben's feet away and says, "yeah, well, one of these days, you're gonna screw around and get your own butt kicked. And I hope I'm there to see it."

Ben, "dream on, geek face."

Max then hears the car sputtering and says, "uh-oh, that doesn't sound good."

….

We see the hunters arrive at the obstacle course.

The black armored one is on a hoverboard, and turns off the tracker they have.

They say, "this is where the Omnitrix was last activated."

SixSix says something in their own language beside Kraab.

Kraab, "you can say that again. A rock pile like this is better off as space dust."

SixSix turns towards the armored hunter and begins growling at him in his native tongue.

The armored one, "I ain't backing down to the likes of you."

Looks like they both wanted to find the Omnitrix first.

Kraab, "whoa! Big talk from a gear-head."

The armored hunter says to SixSix, "get in my way again, and I'll teach you how to say 'dismantled.'"

All three run off to find their target. The Omnitrix and whoever wields it.

….

We see the RustBucket outside of a place called Slaterville.

Ben, "huh, looks like nobody's home."

Gwen, "not for a while. I looked at my online map. This place is called; Slaterville. Incorporated in 1857 after the discovery of silver. Went bust in the late fifties when the mine ran out."

Ben, "why does everything out of your mouth sound like a book report done by the nerdiest nerd in the world?"

He grins when Gwen scowls.

Max finds the problem.

Max, "aha! I think I found the problem."

He shows the fuel line. The leaky fuel line.

Ben smiles sheepishly, "uh…. Lucky shot?"

Max, "I should be able to patch it up."

Ben, "sorry, grandpa. Let me help", he activates the Omnitrix, "maybe FourArms can help you lift the RustBucket. No, wait, Upgrade could merge with it!"

Max, "I think you've done enough for one day, Ben. I'll handle this."

Ben, "sigh, okay. Guess I'll just check this place out. Maybe I'll find something cool."

Ben goes into the town.

Max looks at Ben in doubt.

Max, "Gwen, uh, maybe you should, uh…."

Gwen, "... Make sure he doesn't somehow blow everything up?"

Max nods and replies, "you're right on the money."

Gwen, "I'm on it."

….

Ben goes inside a large storage area. He looks inside at all of the abandoned equipment in the storage room and says, "woah, talk about old school. Look at all this junk. Wonder what it must have been like, seeing this stuff actually work."

From outside, he hears Gwen yell, "Ben? Ben!"

Ben grows a slightly evil grin as he activates the watch and transforms in the familiar green light.

….

We see outside, Gwen is looking for her cousin.

Gwen, "calling all dweebs!"

As she searches for Ben, she shivers when GhostFreak passes through her.

Gwen, "Ben!"

GhostFreak, "what's the matter, Gwen? You look like you've seen a Ghost…. Freak! Hahahaha!"

Gwen, "get over yourself, doofus. You don't scare me", that's when she sees Kraab bursting out from the ground in front of them, "but he does!"

They both look at the bounty hunter as he stares at them, their gaze settling on GhostFreak, or more specifically, the Omnitrix on their chest.

GhostFreak, "no problem, I'll handle this guy", he flies to Kraab, "oh, man…. You put the 'ugh' in ugly!"

Kraab, "hand over the Omnitrix and I promise you won't suffer…. Much."

GhostFreak, "dream on, claw-boy", he moved his eye to the back of his head to look at Gwen and whispered, "he wants the watch."

Gwen, "thank you Captain Obvious."

GhostFreak, "you don't have to get snotty about it, Miss know-it-all", he looks back at Kraab and says, "sorry, crabby, the watch and I are kind of…. Attached. And it won't come off."

Kraab, "not for long."

Kraab's claw snaps open and shut, getting the message across.

GhostFreak, "you have no idea who you're messing with, buddy."

Kraab, "I was just about to say the exact same thing to you, freak."

GhostFreak, "it's GhostFreak. And let me ask ya this; do you know this one? Now you see me, now you don't!"

He becomes invisible, making a dash around Kraab in order to get the drop on him.

Gwen laughs nervously and runs away, hiding behind some old mining equipment.

Kraab finds Ghostfreak using a sensor he has built in.

Kraab, "you're as arrogant as you are dim-witted."

He shoots an orange substance at GhostFreak, making him become visible as he says, "blech! What the heck happened?!"

Kraab, "your protoplasm is now solidified, making it easier to do…. THIS!"

He punches GhostFreak, leaving a slight scratch on their face from the impact!

GhostFreak keeps getting hit by Kraab, over and over again until he gets knocked to the ground. Kraab nearly gets his claw around GhostFreaks neck if it weren't for him dodging.

GhostFreak, "oh, man…. Who is this guy?"

Gwen pokes her head out from behind a crate and says, "I don't know! Remember when I said I wanted to be there when you finally got your butt kicked? I take it way back! You're the superhero; do something before he chops you up!"

GhostFreak flies to Kraab, trying to punch him as he said, "you better keep your claws to yourself."

Kraab once again gets the upper hand as he backhand GhostFreak into a wall, and starts punching them over and over again. Kraab has managed to overpower GhostFreak!

Kraab, "you're hardly worth the hunt. The boss over exaggerated your abilities."

Gwen sees a nearby lift and yells, "Ben, give him a lift!"

GhostFreak sees the lift and moves as fast as he can. He works the controls and uses the lift to trap Kraab. Kraab desperately beat against the large mining claw he was trapped under.

Gwen, "Ben, you okay?"

GhostFreak flies forward and transforms back into Ben in front of his cousin.

Ben, "oh, man…. That was even weirder than when I normally go GhostFreak."

Gwen, "come on. Let's get out of here before Crab Cake wakes up."

Ben, "for once, I agree with ya!"

The two run as fast as they can back towards the RustBucket.

….

Ben and Gwen get back to Max a few minutes later.

Max, "kids? What happened?"

Gwen, "you know, the usual. Some jumbo-sized crustacean burst out of the ground and attacked Ben. It said it wanted the watch. It somehow knew the name; 'the Omnitrix.'"

Ben looks at the Omnitrix, "just let me go all FourArms, and I'll turn him into a Seafood Special in five seconds."

Max, "there's no time. The repairs are done. We're out of here."

Ben, "but grandpa-"

Max, "no buts. We need to be smart about this."

There was no argument. The trio got back into the RustBucket and drove off.

Gwen looks out for Kraab through the window as Chester is perched atop one of the bunk beds, shaking as they felt trouble was right around the corner.

Gwen, "no sign of that crab guy just yet."

Ben, "well, he better not show up if he knows what's good for him. I'm not letting him get the upper hand this time."

Suddenly, they all hear a loud noise outside of the RV.

Ben, "what the?"

Gwen, "what's that noise?"

Max, "sounds like a…. Power saw?"

Gwen then sees a saw cutting through the steel of the ceiling.

Gwen, "I think we just picked up a hitchhiker!"

Ben, "holy crap!"

A small hole is made that SixSix looks through!

Ben and Gwen scream at the sight.

Gwen, "who's that?!"

Ben, "beats me, I've never met him! And I don't want to!"

Max tries driving crazy in order to get their attacker off of the RustBucket, but fails to get SixSix off as he attacks the RV, causing it to nearly crash with a sudden stop.

Max sees an abandoned mine and yells, "in there!"

The trio run as fast as they can out of the RustBucket and into the mine.

As SixSix chases after them, Kraab bursts out of the ground to attack them.

Kraab, "remember me?"

Inside the mine, Ben peeks at the outside, "whew, I think the coast is clear."

Kraab suddenly bursts out in front of them!

Kraab, "here's Kraaby!"

Gwen, "don't you get tired of being wrong all the time?"

Ben, "I'm gonna say yes for once."

Kraab, "the Omnitrix! Give it to me! Now!"

While they are being chased by Kraab, Ben touches the Omnitrix and says, "come on, do something. Anything!"

The Tennysons are trapped within the canyon, surrounded by the hunters.

Gwen, "now what?"

Max finds a lift with a cable and says, "we take a ride."

Kraab looks at the Tennysons as they run into the lift.

Kraab, "what pathetic excuse for prey."

The lift starts going up the cable.

As they head up, Gwen sees SixSix coming towards them.

Gwen, "we got company closing in fast!"

Max, "we need a plan."

That's right when the watch reactivates.

Ben, "yes! Who needs a plan, when you have the watch? I'll take care of this."

He activates the Omnitrix and begins dialing.

Max, "no, Ben. That's just what they want!"

Ben turns into DiamondHead and climbs atop the lift. He attacks SixSix as he lands on the lift. Their fists clash, but SixSix is a better fighter, slowly overpowering DiamondHead. They fight for a few more moments before DiamondHead is knocked off of the lift!

Max and Gwen, "Ben!"

DiamondHead hangs onto the lift as Max holds out his hand and says, "Ben, come on!"

DiamondHead, "I'll catch up. First I've gotta put some dents in this walking soda machine and cruddy crustation."

DiamondHead lets go and lands on the ground of the canyon in a huge cloud of dust. The two bounty hunters surround him, and DiamondHead begins fighting them, but doesn't use any strategy to fight, and gets his butt handed to him! Kraab and SixSix defeat DiamondHead in less then a minute or two, but then start to argue over the reward.

Kraab, "back off! That reward's mine", SixSix says something that makes him reply with, "well, you don't have to get personal."

A metal ball is tossed and releases a gas that knocks the hunters unconscious.

The other armored hunter flies in on a hoverboard and grabs DiamondHead, flying them up and out of the canyon before tossing him into some nearby crates.

DiamondHead, "ow! What the heck man!?"

He says, "billions of beings on this planet, with such great potential and training to wield such a powerful device, and the Omnitrix winds up on the wrist of a fool hardy youth with an attitude."

DiamondHead, "well, like I told your buddies, this thing doesn't come off. I've tried. Numerous times in fact."

The hunter, "of course it doesn't. Its power utilizes alien DNA, which binds it to the host's own genetic structure. It cannot simply be removed like taking off a hat or a jacket", he hits DiamondHead when he tries sneaking behind him and sends him into a minecart.

DiamondHead, "ow! That smarts!"

The hunter continues with, "your choice of warriors is based solely on brute strength without regard for any type of strategy. Do you ever pause to consider your actions at all?"

DiamondHead gets out from the cart and exclaims, "hey, I kick more than my share of bad guy butt."

The hunter, "such as your recent success in the mine shaft with the bounty hunters?"

DiamondHead, "it wasn't a fair fight. It was two against one."

The hunter blocks DiamondHead's next attack.

The hunter, "you were moments away from losing your life, and the Omnitrix. Victory should've been swift and effortless if this device were in the right hands", he pushes DiamondHead away, "the Omnitrix is not some toy for your amusement. It's not a child's plaything. It's the most powerful device in the galaxy. The key to an epic battle between good…. And evil. And you use it to goof off like a fool."

DiamondHead, "then whose side are you on? Huh?"

The hunter, "you're still alive, aren't you?"

DiamondHead, "so what; you're a good guy?"

The hunter, "yes. And my mission is to retrieve the Omnitrix at all costs. To keep it away from tyrants who would use it for evil. Since it is attached to you, I will bring you back for its removal."

DiamondHead, "oh, no. I'm not going anywhere."

The hunter, "it's not your choice kid."

DiamondHead, "it is now…."

He tackles him! The hunter pushes DiamondHead away and says, "it's disturbing how little you know of this alien's strengths and weaknesses. You barely scratch the surface of its potential."

DiamondHead, "yeah? So what makes you such an expert?"

The hunters helmet slides open, revealing them to be the same species as DiamondHead!

DiamondHead, "you're…. Like me? A DiamondHead?"

The hunter, "a Petrosapien. And wrong. I am a noble and experienced warrior. You are an impulsive annoyance."

That's when the Omnitrix times out; DiamondHead turns back to Ben.

The hunter, "we have wasted enough time", he then lifts Ben up over his shoulders.

Ben, "hey! Let me down you overgrown gemstone!"

Kraab appears with the Petrosapians hoverboard.

Kraab, "looking for this? You're not getting off this planet with the Omnitrix and the Newborn."

Ben, "newborn?! I'm twelve!"

Kraab, "and just to be sure…."

SixSix appears with Gwen and Max in their grasp.

Max, "hands off!"

Gwen, "let me go!"

Ben, "no…. Let go of them!"

Kraab, "not a chance. Ya see, we've decided to work together and split the reward…. And you in half, Tetrax."

Finally we have a name for the armored crystal warrior; Tetrax.

Kraab attacks furiously, forcing Ben and Tetrax to run for cover.

SixSix says something, and Kraab replies, "don't blow a gasket, metal-mouth. I know what I'm doing."

Ben argues with Tetrax as they hide.

Ben, "what are we waiting for? We've got to save them!"

Tetrax lifts Ben by the shirt and says, "don't be a fool. Keeping the Omnitrix secure is the only priority here."

Ben, "not to me. That's my family, they are more important than this watch, or your stupid mission!"

Tetrax, "you cannot save them. You would soon be overpowered and captured."

Ben, "I don't care! My family is more important than anything to me!"

Tetrax, "you don't think before you act. The obvious choice is for me to retrieve my hoverboard so that we may leave the planet and escape from these hunters."

Ben, "but-"

Tetrax puts Ben down, "stay here."

Tetrax runs in to attack, beginning a fierce battle between them.

Ben sees the Omnitrix recharged.

Ben, "alright, hero time."

Ben recalls Max's and Tetrax's advice.

Max, "remember to think out there, Ben. Don't just try to muscle your way through this. Might isn't always right."

Tetrax, "your choice of warriors is based solely on brute strength without regard for any type of strategy. Do you ever pause to consider your actions at all?"

Ben grows a sullen look that slowly turns into a determined one as he says, "it's time to think this through."

Ben turns the dial and switches the silhouettes. He stops at the silhouette of GreyMatter and says, "it's time for some brain power!"

Ben transforms in the green light, turning into GreyMatter, sneaking into the battle and manages to get on Kraab's head!

Kraab tries to get GreyMatter off as he yells, "get off me, you tiny little...!"

GreyMatter searches for something in Kraab's neck.

GreyMatter, "there should be a nerve cluster in here somewhere."

Luckily, he finds it and pulls the nerve cluster.

Kraab, "ah! Ah! Oh...! Ah...!"

Kraab goes haywire and falls down in a sparking mess.

GreyMatter gets out from Kraab's armor and says, "one down."

Max stops SixSix from shooting GreyMatter by grabbing onto their arm.

Max, "Ben! Run!"

SixSix flips him over and attempts to attack Max with a wheel saw.

Gwen, "NO!"

GreyMatter hops onto SixSix's shoulder and says, "guess who?"

Tetrax spots the little alien and says, "I told you to stay out of my way!"

GreyMatter, "I wonder what would happen if I did this!?"

GreyMatter fiddles with part of SixSix's jetpack and then jumps off as the device goes haywire and slams the hunter into the supports of a water tower.

SixSix lands near Kraab and the water tower starts to fall.

Kraab looks at the falling water tower and says, "I really hate this planet."

The water tower crashed upon the two bounty hunters, trapping them and knocking them out.

GreyMatter, "only one way to beat the desert heat, don't you think?"

Tetrax, "pretty smart…. For a human."

GreyMatter, "I finally used my mind, rather than my fists."

GreyMatter then reverts back to Ben in the usual blinking red light.

….

We later see Tetrax taking the hunters with him.

Ben, "so, how did you know about the Omnitrix?"

Tetrax, "a long time ago, I was contacted by the creator of the Omnitrix to donate my Petrosapien DNA for his project. I never met them. I only ever got a name. Azmuth."

Ben, "woah, cool. Oh, do you know anything about the time limit?"

Tetrax, "I think it's some kind of training feature. It must take some sort of code to unlock its full capabilities. Anyway, I'll return as soon as I am able.

Ben, "wait, what about this?"

Ben holds up the watch.

Tetrax, "it's in good hands, until then", he then gives his hoverboard to Ben and says, "this may be of some use in the meantime."

Ben, "oh, man! Are you serious?! This is so awesome! Hold on. You said you needed this to get off the planet."

Tetrax, "selective disinformation."

Ben looks at Gwen and asks, "huh?"

Gwen, "he lied."

Ben, "oh."

Tetrax clicks a device on his wrist, and a large ship reveals itself. Cloaking technology at its finest.

Tetrax gets on with his prisoners and leaves the planet with a huge rumble.

Gwen, "how come you get all the cool alien stuff?

Ben, "eh, it fits my style."

Gwen, "right…. I've got something for you, too."

She pours sunscreen on Ben's head.

Ben, "ugh! Hey, what'd you do that for?!

Gwen, "wouldn't want that big head of yours to get sunburned."

Ben grabs a towel and starts rubbing the sunscreen out.

Max, "come on kids. Let's get back on the road. I'm lucky Tetrax helped with the repairs before he left."

And with that, the three of them climbed back onto the RustBucket, continuing their adventure.

As they drove, Max thought back on when he and Tetrax talked during the repairs.

….

As Tetrax held the RustBucket up and let Max use his tools, Max asked, "so, how's Xylene been?"

Tetrax, "dunno. Haven't seen her in awhile. Last I heard, she went to see Azmuth."

Max, "he was the one who sent the watch, wasn't he?"

Tetrax, "I assume. Remember, aside from my donation, I never met him. You and Xylene did though. What was he like?"

Max, "incredibly smart. And egotistical."

Tetrax, "heh. So, are you ever gonna tell the kids about your past as a Plumber?"

Max, "one day. When they're ready."

Tetrax nodded as they continued the repairs.

….

Vilgax sees Tetrax leaving the Earth on a monitor before him.

Vilgax, "betrayed…."

His robotic Lieutenant says, "sensors indicate the Omnitrix is not with the mercenaries."

Vilgax, "it would appear the creature who possesses the Omnitrix is as clever as it is fierce. But I shall not be denied…."

Vilgax had more plans in store. And we'll see these plans come to fruition in time….

Chapter Text

We once again see the Tenysons on the road as Ben, and a kid in a nearby car, are making funny faces at each other.

Gwen, her contacts on today, "y'know, I'd warn you that your face might freeze like that, but in your case, it might be an improvement."

The kid in the other car then decides to eat his burger and shows it all chewed up to Ben.

Ben, "ugh, man. The seafood special. Time to pull out the secret weapon."

Ben bends down so he can't be seen, activates the Omnitrix and transforms into StinkFly. He emerges and makes horrifying faces and sounds. The kid is scared out of his wits and screams, prompting his father to look at StinkFly. The father is scared too and speeds ahead of the RV. StinkFly lies down on the floor and laughs like a hick.

Gwen, "there is such a thing as 'taking a joke too far', you know."

StinkFly continues to laugh. He sees that Gwen is about to sit down. StinkFly sprays slime onto her seat and she almost sits on it.

Gwen gasps and grumbles at Stinkfly.

StinkFly, "that's impossible. Funny is funny."

Gwen, "let's see you laugh when you have to clean this up."

That shut him up.

StinkFly, "oh man!"

Max, "Ben, you better get up here."

The RV screeches to a halt and StinkFly goes sliding to the front.

Max, "oh, that's good. You're all ready to go. We got trouble ahead."

They see a propane truck has overturned and the truck driver is stuck inside. There is also a fire spreading just outside the truck.

The driver yells, "HELP!"

He bangs the door as a bystander yells, "the door's stuck! He can't get out!"

The driver, "HELP!"

Max, "if that propane he's hauling catches fire, that truck will become a rocket to the moon."

StinkFly flies out of the RV and closer to the truck. The flames' intensity increases, making StinkFly step back and yell, "ugh! Ouch!"

Max yells to the crowd, "come on, folks. Give the…. Bug a chance to work."

StinkFly, "the fire's too intense. Ungh! I wish I was Heatblast…. Hey, that gives me an idea."

Stinkfly takes to the air and shoots slime at the fire, extinguishing it as fast as he can. He then goes on top of the truck and uses his sharp tail to tear the metal off the roof. StinkFly uses his hands to create a hole big enough to get the truck driver out. He picks the driver up and flies away.

Stinkfly safely drops the driver down as he screams in fear.

StinkFly, "heh, loogies saves lives."

The kid from earlier tugs at his father and yells, "AAAH! That's the monster that ate that kid!"

StinkFly, "er, wow, look at the time. Gotta fly!"

StinkFly flies away from the scene.

Once he transforms back to normal, the RustBucket picks him up, and the Tennysons continue along the road and approach a specific location. Gwen reads out the signs on the roadside.

Gwen, "'you'll have a ball with IT! Next exit.'"

Ben, "come on, Grandpa. At least give us a hint of what 'IT' is."

Max, "uh-uh. No hints. I've been planning this stop all summer! I loved to go there when I was a kid."

They reach their destination a few minutes later. Max walks out of the RV, and he takes care of some things outside, and then opens the door of the RV.

Max, "now, both of you, close your eyes."

Ben and Gwen close their eyes with confused expressions and walk out of the RV.

Max, "okay, open 'em up! Ta-da! Welcome to Sparksville!"

Ben and Gwen open their eyes and see the huge billboard advertising the town. They glance at the seemingly quiet and mundane town and its various stores and attractions that litter the place.

Max, "haha, is this place great or what?

Ben, "uh…. I'll go with; 'or what?'"

Gwen, "one of the few times I agree with you, Ben."

Max, "come on! What's more exciting than the world's biggest fish bowl?"

They look at the fish bowl.

Ben, "um, everything."

Gwen pointed past Max and said, "who's that?"

A man in a blue suit and monotone expression approached them.

He said in a monotone voice, "hello there. My name is Earl. And welcome to Sparksville. And as the mayor of Sparksville, I welcome you, as seekers of wonder."

The Tennysons look at Earl strangely for a short while, wondering just how many times he had said that to speak so bored.

Max looked at Ben and Gwen and said, "I know you guys are probably excited to see 'IT.' So, I'll go check us in."

Max gives them a ticket each and walks away. Ben and Gwen look at each other and shrug.

Ben and Gwen go to an exhibit named, "The Jack-A-Lope."

Ben rings the bell at the ticket booth. Ben and Gwen are surprised to see Earl walk out as the ticket collector.

Earl, "tickets, please."

Ben, "I thought you were the mayor?"

Ben and Gwen give their tickets to Earl.

Earl, "he who wears the crown is burdened by many hats, son. Mind the signs."

Ben and Gwen walk in, hoping that at least one of these attractions would be worth it.

Ben and Gwen take various pictures, including in front of the jackalope building, an, 'American Gothic', painting cutout, a planetarium in which an employee is replacing the "sunlight" bulb, a giant house of cards, a giant hot-dog, Ben getting sprayed with ketchup and mustard, Gwen getting a hot-dog tossed at her, Ben wearing jackalope horns and Gwen wearing googly-eye glasses, the world's largest fishbowl, with Ben and Gwen pretending to be fish, them sitting on a bench bored and an, IT is this way', sign. They arrive at the barn with a sign that said, 'IT's Here'

Earl is standing there and saying, "through these doors lies the weirdest, wildest thing ever to find its way to Sparksville."

The door opens and they enter. There is ominous darkness and various signs light up. Ben and Gwen read them out.

Ben, "please tell me this is 'IT.' because I can't stand, 'IT', anymore. 'Do not touch IT!'"

Gwen, "do not photograph it!"

Ben and Gwen, "'do not use batteries or electrical equipment anywhere near IT!'"

The light returns as Ben and Gwen see a huge sign reading: "THIS IS IT."

Ben and Gwen look on as the sign moves away and reveals…. A giant rubber-band ball.

Ben, "... This is 'IT?'"

Gwen, "IT's a big ball of rubber bands!"

Earl speaks in a suspenseful tone, "and who knows what secrets lie within."

Ben, "uhh, more rubber bands?"

Earl, "stay as long as you like. Mind the signs."

Earl walks away, leaving the kids to stare at such an underwhelming sight.

Ben, "look at this place. Laaaame. These guys are full of 'IT.' We've been punked!"

Gwen, "it is pretty lame. I can't believe Grandpa was so excited about this place. Maybe back then this whole place was cool, but now, I wish I had worn my glasses today, so I could take them off."

Ben smiles and walks closer to the ball.

Gwen, "uh oh. I know that look, Ben. What're you thinking?"

Ben goes behind the ball. He transforms into FourArms and lifts up the ball.

FourArms, "one good prank deserves another. Don't ya think?"

Gwen, "hmm, ya know what? For once, I agree with you. Got something special in mind?"

FourArms, "I don't know. Maybe…. The world's biggest booger?"

Gwen laughs as he juggles the ball rather confidently.

Gwen, "woah! Careful, dweeb! You'll drop it!"

FourArms, "ha! Not a chance! I could lift this thing with three hands tied behind my-"

FourArms tries to hold the ball in one arm but he ends up losing the balance and the ball bounces off. Gwen gets out of the way as the ball bounces off the floor and through the roof.

Gwen, "aah-AAAAAH!"

FourArms, "um…. Oops."

The ball continues to bounce after it leaves the barn. It knocks over several exhibits and crushes a food cart. Gwen and FourArms ran out, and FourArms was able to slow the ball down when it bounced towards him. But the ball bounces away again and knocks over the house of cards and eventually stops. FourArms goes down on his knees as Gwen slaps him on his shoulder.

FourArms, "OW! What was that for?"

Gwen, "oh, just for turning me into a criminal!"

FourArms gets up and says, "don't get your shorts in a twist", he walks closer to the ball, "I'll just put everything back the way it was. No problem."

The Omnitrix times out and FourArms changes back into Ben.

Ben, "... okay. Maybe a little problem."

Gwen facepalms as Ben leans against the giant ball, causing a small charge from the Omnitrix to be drawn into the ball, unbeknownst to Ben and Gwen.

Gwen, "what are we going to tell Grandpa?"

Ben, "nothing. We just play dumb."

Gwen, "that's easy for you. You're a lot better at it than I am."

Ben, "ugh, at times like this, I wish I could control time."

Gwen, "if only there were an alien that could do that…."

Later, Gwen and Ben enter the motel through a door that appears to be a big mail slot. Inside, it appears that the entire room has been turned on its side, including the beds and the door.

Max, "hey, there you are. Isn't this place a riot?"

Gwen, "why? What'd you see? We don't know anything about it."

Ben, "uh, she means it's…. Great, Grandpa. Can't wait to check out the bathroom!"

….

Back at the rubber-band ball, the charge has spread all over the surface. A small electric bolt escapes from it and starts to circle the power lines and exhibits. It then puts a hole through the welcome sign for the town. The bolt then reveals itself to what appears to be a black and yellow creature, almost like a living battery. It laughs maniacally and zips away.

….

Ben and Gwen are sleeping, while Max is just outside, looking at the carnage the rubber band ball caused.

Max, "what the heck happened here?!"

Ben and Gwen wake up and fall out of bed in fright.

Gwen, "ah. He knows everything. We are so busted. We have to come clean and tell Grandpa everything."

Ben rolls his eyes and says, "sometimes it's hard to believe you're really a kid. Never admit anything, until you absolutely have to. Got it?"

Max, "Benjamin. Gwendolyn. Get out here. Now!"

Ben and Gwen seem terrified. Max used their full names, which for any kid, was a sign of doom.

Gwen, "gulp, Gwendolyn? We're doomed!"

Ben, "no duh."

Ben and Gwen come outside and see that the entire place has been trashed, far more than what Four Arms had caused.

Ben, "Whhoooaa! What happened?"

Max, "I don't know. Looks like a tornado tore through here overnight."

The people of Sparksville look on at the destruction.

Ben, "good- I-I mean…. Yeah. It was just one of those freaky nature things. Right, Gwen?"

Gwen nods, trying to look innocent. Earl walks up to them.

Earl, "I think it's pretty clear who's responsible for these juvenile acts."

Max, "juvenile acts?"

Max looks at Ben and Gwen and says, "huh, if I didn't know better, that sounds like-"

Earl, "oh, I'm not talking about these youngsters."

Ben, Gwen, Max, "you're not?!"

Ben and Gwen nervously smile as Max looks at them suspiciously.

Max, "yeah, well, if they didn't do it…. Who did?"

The little creature arrives and zips around Ben and Gwen, making silly poses and faces, and pulls Gwen's shirt over her head. It taps on Ben's shoulder to get his attention. It makes intimidating expressions while Ben simply looks on. The creature zips away.

Ben, "what was that?"

Earl, "Megawhatt."

Ben, "Mega - what?"

Earl, "exactly. Normally wrapped up tight inside of IT…. That is, until last night", Ben and Gwen look at each other, "some say it might be a ball of lightning come alive. Others think it's static cling run amok. Tough to say."

Gwen, "maybe it's an alien."

Earl, "alien? That's just plain kooky talk."

The Tennyson's all glance at one another.

Near a soda machine, the Megawhatt sees the chance to cause even more trouble. It enters the machine and causes it to tremble.

Ben, "what's it doing?"

Earl, "it eats electricity. The more it gobbles, the more powerful it gets. Just like my mother…."

The Megawhatt causes the machine to fire canned drinks.

Ben, Gwen and Max try to avoid getting hit while Earl calmly stands.

Earl, "it's also got a dangerous sense of humor."

The barrage continues, and the four take cover from a nearby overturned car.

Max, "you left that thing inside a rubber-band ball all this time? Isn't that kind of dangerous?"

Earl, "not so long as people minded the signs."

He looks at Ben and Gwen.

Ben and Gwen look at each other for a moment.

Ben, "alright, we did it! We're guilty!"

Gwen, "so much for 'admit nothing'!"

Max, "we're gonna talk about this later, you two. But, for now, how do we stop this thing, Mr. Mayor?"

Earl, "whatchu mean; 'we?' You let it out, you catch it."

He sits back and chews on a straw.

The Megawhatt continues to cause mayhem.

A few moments later, Max, Ben and Gwen walk through Sparksville in search of the mischievous little alien.

Gwen, "should we try to lure it out with some batteries or something?"

The Megawhatt slowly zips across an electricity cable over them. It sneaks up behind Max and gives him a wedgie, literally lifting him off the ground, struggling with his weight.

Max, "AAAAGH! That's not funny! Oh, it's just painful."

Ben, "don't worry, Grandpa. I know just the hero to deal with a troublemaker like this!"

Ben transforms into Upgrade.

Gwen, "why go Upgrade?"

Upgrade, "it's complicated. You wouldn't understand."

Behind them, the Megawhatt drops Max.

Gwen, "the watch didn't let you change into what you wanted it to, did it?"

Upgrade, "shut up! I've seriously gotta figure out that glitch."

The Megawhatt continues to cause havoc on the other exhibits. He makes the world's largest ketchup bottle overflow like a volcano. The top of the bottle then cuts the head off a giant chicken. The Megawhatt laughs as Upgrade rolls up on the rubber ball.

Upgrade, "okay, twinkle toes. It's time to go home!"

Upgrade sends pieces of rubber-band flying in every direction, which causes even more damage. People run away, frightened.

Gwen, "um, hey, doofus! Who's side are you on?!"

Earl, "is it just me, or is there a lot of excitement today?"

He simply eats popcorn as the carnage goes on.

The Megawhatt laughs at the damage Upgrade has done and mocks him. Upgrade, angered, accidentally fires a laser. The Megawhatt manages to dodge it at the last moment.

Upgrade, "whoa! That's new. Not so funny now, is it?"

The Megawhatt continues to laugh and takes off. Upgrade chases the Megawhatt, though it proves to be too fast to hit. The Megawhatt zips all around the street. Upgrade attempts to get a hold of the Megawhatt but it dodges. Upgrade finally manages to grab it while it was mocking him, but he gets shocked by the Megawhatt.

Upgrade, "UNGH!"

He goes hurtling back as the Omnitrix glows yellow with a strange symbol on it for a moment before he crashes down.

Upgrade, "okay. Do not touch the electrical guy when you're made of living metal."

Max, "how are we gonna ground that electric devil?"

Gwen gets an idea and says, "Grandpa, you're a genius!"

She runs away as Max says, "well, thank you, Gwen…. Why?"

Upgrade continues chasing the Megawhatt around the town.

Upgrade, "that's it! I'm pulling the plug on this guy's pranks", he picks up a sewer lid, "hey, sparky, catch!"

Upgrade throws the lid at it. The lid cuts the Megawhatt in half, though it regenerates into two separate Megawhatts. Upgrade is surprised, while the two Megawhatts laugh at each other.

Upgrade, "oookay. So that wasn't the best idea."

The Omnitrix times out and Upgrade turns back into Ben. The Megawhatts attack Ben as Max and Gwen arrive in a truck carrying the world's largest thermometer. They pick Ben up.

Ben, "Grandpa, what're you doing?"

Max, "we're giving these sparklers a science lesson they won't forget!"

Max drives and the Megawhatts chase the truck.

Gwen, "hey, mega-weirds! Come and get us!"

Gwen shifts a gear, releasing the large thermometer into the ground vertically. The Megawhatts crash into the thermometer and get grounded.

Ben, "woah! What happened?"

Gwen, "we just used the biggest thermometer as a lightning rod. Who needs an alien superhero when you've got good old-fashioned brainpower?"

Earl, "'Course, the ground is basically just one big conductor."

Ben, "uh, does that mean I think it means?"

Gwen, "oh, no. It means the Megawhatts are just zipping around underground until they find some way to get back to the surface."

Various telephones start to ring all around town. The group looks on anxiously.

Max, "they're in the underground phone lines."

The Megawhatts emerge out of the telephones, multiplying greatly in number.

The Megawhatts zip around all things containing electricity, including vehicles and power lines. A Megawhatt maniacally laughs in front of the crowd of people and zips away.

A woman yells, "uh-oh. Now they really did it."

Ben smirks at Gwen.

Gwen, "Ben Tennyson, don't say a word."

Ben, "hey, I'm just glad I wasn't the one who screwed up this time."

A small explosion occurs and Ben smiles. Gwen is distraught at this change of events.

All of the Megawhatts appear on the giant hot dog exhibit and laugh at once, producing a sonic scream. Everybody except Earl covers their ears. The sonic scream breaks the glass containing the world's largest toothpicks causing them to fall towards the crowd. Max sees this and runs, alerting everybody else.

Max, "everybody, move!"

All of them run away, except Earl. The toothpicks land all around him.

Earl, "there goes the world's largest toothpicks. Oh, the humanity."

And he just eats some more popcorn.

The Megawhatts laugh, then scatter.

Max, "those creeps' idea of good, clean fun is gonna have us all pushin' up daisies before the end of the day."

Gwen, "Ben, don't just stand there. Dial up some help."

Ben started fiddling with the Omnitrix, "duh! Like I haven't been trying!"

One of the Megawhatts seems to be commanding the other Megawhatts in their language. They collectively zip away.

Ben starts scratching his head and says, "uhh, where'd they go?"

Max, "I don't know. But I don't think it's good."

An explosion occurs in one of the shops. The Megawhatts appear to have taken over the planetarium exhibit. It has a humanoid shape, sparkling with electricity and walks away. The woman from earlier walks up to the group.

She says, "well, there's somethin' you don't see everyday. They brought that planetarium exhibit to life."

Max, "come on, we'll head it off in the-"

They see that the Megawhatts have removed the tires of the Rust Bucket and written; "U AM LAME", on the side, as well as smiley faces drawn all over it.

Max, "oh, come on!"

Ben, "'U am lame?' That's weak."

Gwen, "and don't even get me started on the grammar and the spelling."

Earl, "I reckon they'll head for the big hydroelectric dam to power up. After that, they'll just wipe out the next town and so on and son on. They think it's funny. Yup. Megawhatts got a real twisted sense of humor."

Gwen, "can't you sound more worried?"

Earl simply makes his eyebrows go higher as he says, "we're all gonna die, eeeeh."

Gwen looks around. Ben and Gwen observe the largest fish bowl and smile.

Gwen, "are you thinking what I'm thinking?"

Ben, "yeah. Let's beat those pranksters at their own game."

Ben raises his arm in front of his face and the Omnitrix dial pops up.

….

At the dam, the humanoid planetarium is busy trying to smash through the dam. A column of flame then engulfs it. The planetarium walks back and looks up to see HeatBlast on top of the dam.

HeatBlast, "this is your only warning. Knock off the funny business or I'll fry your twinkling butts from here to kingdom come!"

The planetarium hits the dam hard, causing it to crack and leak water. The tremor shakes HeatBlast. He hops and runs downwards. He seems to trip and inadvertently creates a flaming fireboard and rides on it. Approaching the ground, he jumps off the board. He is rather surprised and impressed by his newfound ability.

HeatBlast, "heheheheh", he turns around and sees the cracks on the dam, "better seal that up, fast."

HeatBlast runs towards the dam. Some distance behind him, the planetarium gets up and moves to the turbines absorbing the energy. Near the turbines, a large tarp covering a sphere-shaped object can be seen. As the giant planetarium approaches the turbines, HeatBlast arrives, riding another fireboard. He seems confident and getting the hang of his ability as he approaches the planetarium. But HeatBlast loses control of his fireboard and crashes into a nearby wall. He goes down on his knees, dazed. The planetarium walks closer and hits him away. HeatBlast feels dizzy and falls down, groaning.

The planetarium looks on.

Gwen, "hey, mega-wimps! You wanna see something really funny? You guys are all wet!"

Gwen sprays water at it with a hose to annoy it. Gwen runs away as the planetarium tries to punch her. Behind the planetarium, HeatBlast recovers and makes a large fireball.

HeatBlast, "hey, what's the matter? Can't take a joke?"

HeatBlast throws the fireball at the planetarium, obliterating it. The Megawhatts zip out of the structure.

Heatblast, "you really got burned with that one. You guys should really quit while you're behind."

The Megawhatts try to attack Heatblast, but he disappears in a cloud of smoke. He immediately reappears near the tarp.

HeatBlast, "missed me, doofus!"

Heatblast waves and blows kisses at them. The Megawhatts are annoyed and attack recklessly. Heatblast gets inside the tarp and the Megawhatts follow him in. Max and Gwen appear from behind the tarp.

Max, "Ben did it! They took the bait!"

Max pulls the tarp off, revealing the largest fish bowl, filled with the Megawhatts inside. HeatBlast shows up and breathes fire like a dragon. He completely seals up the bowl by melting the top. The Megawhatts are trapped inside.

HeatBlast, "na-Na!"

He blows raspberries to taunt the Megawhatts as they growl in rage!

Max, "nice touch using that fish bowl. With non-conductive glass sealed up tight, sparky and his pals won't be going anywhere, any time soon.

Gwen, "once again, science saves the day."

The Omnitrix times out and HeatBlast turns back into Ben.

Ben, "with a little help from science fiction."

….

Later, back at the town, the workers are busy getting everything back to normal. Earl and the Tennysons stand in front of an object covered by a tarp.

Earl, "you folks done right by us."

Max, "I hope this adventure wasn't a big setback for Sparksville."

Earl, "more like a giant step forward. What, with our new attraction, soon we'll be raking 'em in."

Earl removes the tarp to reveal a giant light bulb.

Earl, "the world's biggest light bulb! It'll be a humdinger."

It is revealed that the light bulb is powered by the Megawhatts who are trapped inside.

Earl, "so long as folks mind the signs."

He bends closer to Ben and stares at him before he walks away. They see a sign in front of the light bulb.

Ben, "'in case of emergency, do not break glass.'"

Ben shrugs, seeing the point of the signs now. The Tennysons walk back towards the Rust Bucket.

Ben, "sigh, I think I'm pranked out for a while."

Max, "there is a time and a place for a practical joke."

Ben stares at Max, blank, and opens the RV's door. A bucket of water falls over him.

Max, "hehe, but funny is funny. Especially when it's not on you."

Ben heaves a sigh as Gwen and Max laugh at him.

Soon, the Tennyson's are back on the road. As Ben and Gwen sat across from one another, and Ben dries himself off, he thinks back to the shock he got from the first Megawhatt. Ben activated the watch, and as he looked through the cycle, he saw the small silhouette of the battery aliens!

Ben, "woah! I got a new alien!"

Max and Gwen, "what?!"

Ben, "yeah! When the first Megawhatt shocked the watch while I was Upgrade, I guess it unlocked them or something. I guess I can collect alien DNA now? An alien with electricity could come in handy. Now it needs a name. Hmm…. How about; BuzzShock!"

Gwen, "certainly fits."

Max, "well, hopefully we can see BuzzShock in action. And maybe more aliens?"

Ben, "we'll see…."

And with that, our group was back on their trip….

Chapter Text

High above the Earth, we once again see Vilgax's ship, the Chimerian Hammer, floating through space. Its hangar opens up and two UFO drones are ejected and sent to earth. A basic servant drone monitors them and speaks to Vilgax, who is recovering in his healing tank.

Servant Drone, "the drones have launched. Equipped with the improved internal tracking system, they should be able to find and retrieve the Omnitrix much more effectively."

Vilgax, "they may find it, but retrieving it will not be easy. Whoever possesses the Omnitrix continues to be an opponent of extreme danger, and inspiring brilliance!"

….

Meanwhile on Earth, Ben walks through a gas station store. His stomach rumbles.

Ben, "man, I'm starved!"

He notices a stacked pyramid of cookie boxes next to him. As he picks one from it, the rest of the pyramid loses balance and falls over on Gwen. She pops out of the cookie box pile.

Gwen, "smooth move, Ben."

Ben, "sorry. Let me help you there."

Ben helps his cousin out from the boxes.

The two exit the store and walk towards Grandpa Max, who is washing the back window of the Rust Bucket. Someone had written, "wash me", in the window's dust with their finger.

Max, "huh…. Nice artwork, Ben."

Ben, "you know, make a statement."

Suddenly, a heavy-looking truck at the gas station gets hit by a laser, blowing it open and causing a fire.

Gwen, "no, THAT'S a statement!"

The blast that shot the truck came from a gang of 3 vigilantes, all wearing full biker outfits and wielding laser rifles. They advance on the scene and notice the Tennysons.

The Gang Leader, "what are you looking at, old man?"

Max is stunned. The gang leader points their rifle at Max.

Max, "Gwen, Ben, get back!"

They fire the rifle, and Max shoves Gwen and Ben behind the Rust Bucket and manages to dive to the ground. He is down.

Ben, "I gotta get Grandpa out of there!"

Ben activates the Omnitrix and begins dialing.

The gang members grab bags of money from the hole in the truck, but a rumble soon catches their attention: FourArms is there. He pounds the ground, sending a shockwave that knocks the gang over.

FourArms yells to Gwen and Max, "go!"

Gwen helps Max up and the two run for cover. Just then, the driver of the blasted truck gets out, holding his head.

FourArms, "you okay?"

The driver sees FourArms, is terrified, and runs away yelling,

FourArms, "yep, I should be used to that kind of response."

Distracted, FourArms gets blasted back into the gas station by the gang leader. They fire a second time, but FourArms manages to dodge under it, but it instead hits a gas tank, exploding in a big fire.

Max, "Ben!"

The gang trained their guns on the fire. Unexpectedly, FourArms leaps out of the pillar of smoke and surprises the three, knocking the ground and sending them flying. The gang leader lands on the ground and their helmet visor cracks, whereas the other two are knocked into the truck. FourArms picks up the two and removes their helmets, to find that their faces are feminine and they're wearing lipstick, earrings, etc.

FourArms, "uh? You're…. All women? Look, I'm all for equality, but I don't wanna fi-"

FourArms suddenly gets shot in the back and falls to the ground. Standing behind him is the gang leader unmasked: a third woman whose name is Rojo.

Rojo, "well, isn't that sweet."

Gwen shouts to Four Arms, "clobber her!"

As FourArms raises his head and Rojo points her gun at it, he notices something in the sky. Through the pillar of smoke, two of Vilgax's drones suddenly come flying in and start shooting. The gang and FourArms dodge, and the robots' shots hit the truck and blow it up even further. Bills of stolen money float through the air.

Rojo, "hey! This is my heist!"

She grabs money out of the air.

Gang Member #1, "you can have it!"

She and the other gang members run off.

Rojo walks towards FourArms, ready to shoot him while he's busy fending off the drones. Though, before she can, Max throws a tire at her back, knocking her down.

Max, "Ben, those drones must be after the watch!"

Rojo gets up and whips around to Max.

Rojo, "you pushed your luck, old man…."

She fires at and above him, causing the above gas station roof to break in pieces and fall on top of Max, incapacitating him.

Gwen, "Grandpa!"

FourArms looks on in shock and horror and yells, "nooo!"

The drones' continue to fire lasers at FourArms, and they try to rush attack him but he grabs them by their heads and lets them flail helplessly.

FourArms, "nice try, ya glorified toasters!"

He smashes the drones into discs and throws them square at Rojo, knocking her out. He rushes over to Max and brushes the rubble off him. He has scratches and bruises over his body, his hat covered in soot.

Gwen, "we need to get him to a hospital! I'm calling 9-1- Ben?"

FourArms grabs her and says, "no time! The hospital is up the street!"

FourArms, holding Gwen and Max in his arms, takes giant leaps up the street. As they leave, Rojo comes to. She gets up and looks at the crushed drones beside her.

Rojo, "who the heck were you freaks?"

She picks up one of the heads out of their socket and holds it up to inspect it. It suddenly glows red with life and plugs into her neck, force-transferring its innards into her. Her pant legs rip apart, her biker jacket sleeves get shredded by arm spikes. Her eyes glow the same robotic red and her arms and legs have red veins. After a couple of seconds the robot stops and falls to the ground, dead. Police cars immediately pull up behind her and officers get out with guns.

Policeman, "you! Freeze!"

Rojo turns to them. Her skin is red and there are robotic eye pieces on her shoulders and covering her face. The officers look stunned.

Rojo, "ha, I already did my time", her shoulder eyes emerge and point at them, "it's time you guys pay!"

Her shoulder eyes shoot the cars, blowing them up. She walks past the flames and picks up her bag of money.

Rojo, "hahahaha…. This is gonna be a BLAST!"

….

In a room for Max at the hospital, a doctor talks to Ben and Gwen.

Doctor, "your grandfather has suffered a severe concussion, he'll be out for several more hours. He also has several lacerations and a broken leg."

Ben, "he's…. Gonna be okay, right?"

Doctor, "for a man his age, he's remarkably strong. He'll be fine after some rest…. Now, it says on his admittance form he was; 'hit by a car bumper.' Did somebody back into him?"

Ben, "well, actually, the bumper flew through the air, after the car was blown up!"

The doctor blinks at Ben blankly before saying, "... vivid imaginations are good coping mechanisms in situations like these."

Ben smiles as the doctor cheerfully pats him on the shoulder, but drops his smile when he turns back to see Max, his signature hat sitting on the table next to him with a small burn on the brim. He even starts to tear up.

….

Back on Vilgax's ship,

Servant Drone, "the drones were destroyed."

Vilgax, "then send out more!"

The Servant Drone is surprised, "we may not need to! It seems the drones have somehow…. Merged. I'm receiving one combined signal, and that signal is on the move."

Vilgax, "gmmm…. Perhaps one head is better than two…."

….

Rojo, with her newfound powers, is robbing a jewelry store. She shoots a glass box showcasing rings with her laser, melting the glass and creating a hole. She reaches in and pulls out the rings, but as she holds them high in her grip, she notices gold shavings are slipping out.

Rojo, "what?!"

She opens her hand to reveal that her claws and strength had crushed all the rings into dust.

Rojo, "no! You're worthless now!"

She throws them away. One lady, still in the store, is terrified. Rojo starts walking over to her in anger before she is stopped by an ear-piercing tone. She stumbles back and falls to the ground in pain. A voice breaks through the tone.

Vilgax, "Listen to me, whoever you are…."

Rojo is getting up as she says, "where are you…. Who are you…. And how did you get in my head?"

Vilgax, "NO QUESTIONS! You are here to serve me!"

Rojo, "ha! Guess again. I work for me and ONLY me!"

Her pain starts up again; now she's sent floating down into a yellow and red vein-filled vision in her head.

Vilgax, "you now possess power you could have never imagined, but unless you find a way to use it", Vilgax's gigantic image appears before her, "it will be worthless", Rojo is terrified, "fulfill my demand, and I will teach you. Fail me, and I will turn you to DUST!"

Rojo, "…. So what do you want?"

Vilgax, "only one thing. A piece of valuable technology, missing from my possession. And luckily, you are already programmed to find it! The Omnitrix!"

Rojo holds her head in pain once more, now seeing herself back at the store.

….

In the hospital, Ben and Gwen are concerned over their grandfather.

Gwen, "come on Ben, you heard the doctor, he's going to be fine. He's Grandpa!"

Ben, "I-I'm just worried about him."

Gwen, "I'd worry more about how some girl kicked FourArms butt!"

Ben, "hey, heroes don't hit girls."

Gwen, "well that's good to know!"

She punches him in the shoulder. He punches right back.

Gwen, "OW! I thought you said…."

Ben, "I'm not in hero mode."

Gwen winds up to punch Ben, but stops. Ben is sad, downtrodden, and he gets up and walks out of the room, into the hospital hallway. Gwen follows him.

Gwen, "hey, are you okay? Normally slugging me in the arm would make you feel much better."

Ben, "... You know, maybe if I went Upgrade, I could get in those machines he's hooked up to and see if I can make him better!"

He reaches for the dial, but Gwen says, "Ben, that won't work."

Ben, "okay, then, what if I went GhostFreak? I could meld with him or something! I-I don't know, I just…. I wanna help him, you know?"

Ben turns on the Omnitrix.

….

Instantly, across the city, Rojo hears its activation echoing in her head and zooms in on it with her eyes, spotting it through the hospital windows.

Rojo, "there you are…."

….

Ben looks at Max in bed from the doorway. He walks over to a garbage can and kicks it out of a sudden frustration.

Gwen, "just relax, everything's gonna be okay."

Ben, "you don't know that. Grandpa could die because of me!"

Gwen, "he's not going to die. Grandpa loves us too much to do that. You just gotta have faith."

Ben nodded as he wiped his tears away.

Suddenly, there is a noise, almost like a jet, getting louder and louder. Gwen gasps as Rojo comes crashing through the hospital window and advances on the kids.

Rojo, "give me the Omnitrix!"

Ben, "you want it? Come and get it!"

Ben and Gwen sprint away. Rojo follows, blasting after them. Down one hallway, a nurse working a cart is almost hit. She is saved by her fellow nurse.

Nurse #2, "look out!"

The kids turn a corner and continue but Ben stops to read a door sign.

Ben, "'Stairs!'"

Gwen pedals back and the two run down a staircase, spiraling down to the bottom floor.

Gwen, "Ben, that thing's the girl from the armored car robbery! It's like she merged with those-"

Ben, "-robot drones! The ones that keep coming after us!"

They hear the door they went through exploding. Rojo looks to the bottom floor and leaps all the way down, just as Ben and Gwen empty out of the bottom floor's door. Rojo almost hits Gwen as she runs out.

Gwen, "okay, crazy thought, but right now might be a good time to go hero!?"

They exit out into the hospital parking lot. Before Rojo catches up, they hide in between two ambulances. Rojo walks slowly to the middle of the lot, peering all around her.

Rojo, "we can do this the easy way, or the hard way. I kinda prefer the hard way…."

She notices the cliffside right next to the hospital and starts firing at the peak, sending chunks of rock tumbling down towards the hospital. Ben gasps. Rojo backs away, smiling.

Ben, "time to go FourArms!"

He activates the Omnitrix and instead turns into HeatBlast.

HeatBlast, "oh great, I need muscle and I get an alien candle instead!"

The rocks are getting closer.

HeatBlast looks at Gwen and says, "scissors cuts paper, fire melts rock, right?"

Gwen shrugs as HeatBlast shoots the rocks with a wave of fire, but all it does is make the rapidly falling rocks flaming as well.

Heatblast, "okay definitely NOT what I had in mind…. Gwen, go!"

She runs away. HeatBlast turns toward the ambulances and starts shooting them instead. They melt into a big white mass of metal. HeatBlast jumps over the mass just as the rocks arrive. Luckily, the mass is strong enough to stop the rocks, and they are redirected away from the hospital.

HeatBlast, "good. The hospital is safe."

Gwen, "but there are people at the bottom of that canyon!"

The flaming rocks are now on their way towards the city bridge connecting the hospital, where construction workers are idling."

HeatBlast, "oh man, I hate it when you're right!"

He starts running after the rock, but Rojo pins him to the ground. HeatBlast makes the flames on his head erupt, sending Rojo flying backward. He gets up and continues running. He slides down a cliffside, initially skidding but losing balance and falling flat on the ground. He gets up, shakes his head and looks over to the bridge. By now the workers have noticed, the rocks are already here! HeatBlast, quickly thinking, shoots the end of the bridge, destroying it and allowing the rocks to fall into the extinguishing water below.

HeatBlast stands proud, but is quickly swept up in the air by Rojo, who tosses him into a construction vehicle and starts shooting at it relentlessly. When she stops, all the vehicles have been damaged, including a leaking oil truck, and a nearby building's windows have shattered. HeatBlast pops out of a hole in the ground.

HeatBlast, "you want me? I'm right here."

He mockingly takes a bow.

Rojo, angered, flies at him. He blinks out of the way, feinting her to pause over a pool of spilt oil from the nearby truck. HeatBlast snaps his fingers, creating a spark that lights up the oil, sending Rojo flying far away.

HeatBlast, "see ya!"

….

Later, back in Max's room, the older man is now conscious, listening to his grandson speak.

Ben, "when I was playing with the watch, I must have led her right to you!"

Max, "since they moved me into a new room and you haven't gone alien since then, we're safe."

Ben, "yeah, but just for this second! But what about tomorrow? It's getting way too dangerous for you guys to be around me. If I didn't have this watch, none of this weird stuff would be happening!"

Gwen, "yeah, but since it won't come off, there's nothing we can do about it. We have to stick together if we wanna get through this."

Ben, "maybe. Maybe not…."

….

Over in the city street, Rojo gets up out of a crashed car and terrifies onlooking civilians. Her head starts hurting again, and she's back in the vision.

Vilgax, "the Omnitrix, where is it?"

Rojo, "I couldn't get it. And how nice, you didn't tell me I'd be fighting a superhero! I am through with this crap!"

The gigantic Vilgax eats her and sends her tumbling down a dark red pit

Vilgax, "you will get me the Omnitrix, and if you fail again, your meaningless criminal life will be over! Now this time, make him come to you!"

….

In the hospital, as Gwen and Max are sleeping, Ben leaves a folded note on Max's bed.

Ben, "I'm doing this for you, Grandpa. I'm not letting anyone else get hurt because of me."

Ben runs out of the hospital and, as the day ends, sits by his lonesome on a bench in a park. Another young boy tosses a football to his own grandpa in the park and hugs him.

Kid, "I'm glad we can spend the summer together, Grandpa!"

Ben watches them, giving a smile with tears in his eyes, but soon overhears a broadcast from a radio on a bench next to his.

Radio Announcer, "reports say the armored assailant has incredible firepower, and has blown up several police barricades before arriving at the Police Academy Training Center, just outside of Albuquerque."

Ben stands up, giving a determined look.

….

Later at the hospital, during nighttime, Gwen is waking up and says, "Ben? Ben?"

She notices the note and reads it.

"Dear Grandpa and Gwen, I care about you both too much to keep putting you in danger like this…. It's better this way. Love, Ben."

Max, "Gwen? What is it?"

Gwen drops the note as she too tears up as she turns to Max and says, "we gotta find Ben!"

The newscaster on the TV says, "-The siege at the Police Training Center continues…."

The two watch the room's mini television. Gwen grabs its remote and turns up the volume.

TV Newscaster, "early reports say several officers have been injured."

Gwen, "Ben's gone, but I think I know where he went. I gotta go, Grandpa."

Max, "I'm coming, too."

Gwen, "you can't go anywhere like this!"

Max puts on his hat that was sitting on the bedside table and says, "you can't go alone, it's too dangerous."

Gwen gives up on talking Max out of it, and uses his hospital bed remote to recline his bed flat.

Max, "I can't get up now!"

Gwen, "that's kind of the point!"

She runs off to find her cousin.

Max, "Gwen, get back here…. Gwen!"

….

In the parking lot, one paramedic runs to another standing by an ambulance.

Paramedic 2, "they need us down at the Police Academy!"

They quickly start driving, not knowing Gwen has hitched a ride in the back.

….

At the police academy, Rojo is tossing cars left and right and shooting streams of laser into the side of the building. Suddenly, a blue blur smacks into her twice and skids in front of her.

XLR8, "it looks like you got this party started without me!"

Rojo quickly grabs XLR8's leg, throwing him to the ground and kicking him into a police car.

Rojo, "he wants his Omnitrix, he can have it", her shoulder eyes aim at XLR8, "and this is gettin' fun."

XLR8, "he? Who's he?"

XLR8 quickly dodges Rojo's lasers and kicks her in the chest repeatedly.

XLR8, "one good kick deserves another!"

She gets up to face him again, when a rumbling sound draws both their attention away. An armored tank rolls up in front of them and adjusts its barrel, aimed straight at them!

XLR8 quickly sprints away from the tank's range. Rojo looks at him, then back at the tank. The tank fires and hits Rojo square. XLR8 watches the pillar of smoke. Through it, the tank rolls up to him and stops. Suddenly Rojo, without a scratch on her, picks up the tank from underneath.

Rojo, "nice try, but Speedy's all mine!"

The tank's drivers leap out before Rojo throws the entire tank at XLR8, exploding in flames. She smiles, but XLR8 is already standing behind her. She tries to attack him and misses, he zips behind her again and punches her in the face many times. Rojo lands in the street but gets up and laser-blasts XLR8 right back. Gwen's ambulance finally arrives on the scene and the paramedics emerge as XLR8 and Rojo are still fighting.

Paramedic #1, "who needs help?"

When the dust of their fighting clears, Rojo holds XLR8 in her claws and drops him on the ground, walking towards the paramedics. They start running and she powers up a laser blast. Just then, Gwen opens up the back door of the ambulance and peeks out.

XLR8 gets up, and seeing her makes him yell, "Gwen!"

He quickly rushes by Rojo, interrupting her blast, picking Gwen up, and running all the way down the street and into a corner alley.

XLR8, "what are you doing here?!"

Gwen, "'it's better this way!' Sound familiar?"

XLR8, as the Omnitrix starts timing out, "so does that beeping!"

The two stop as XLR8 runs back into Ben.

Ben, "ah, just great", they hear a nearby explosion, "come on!"

Ben and Gwen flee down the alley, just as Rojo catches up to them and starts shooting. As she passes by a large plaque of the town map on the ground, the kids peek out from having hid behind it, waiting for her to fly out of earshot.

Gwen, "Ben, you can't run away from us!"

Ben, "don't tell me what I can or can't do! This is MY fight, MY weird watch, not yours!"

Gwen, "yeah, but…. You're my weird cousin."

Ben, "I…. I just don't wanna lose either of you."

Gwen, "Ben…. You'll never lose us. I promise."

They get startled by Rojo shooting something nearby. Gwen runs from cover to the doorway of a nearby building.

Gwen, "come on! In here!"

Ben follows as fast as he can. They enter a large empty gym, treadmills and pull-down machines all lined up. As they run, Gwen's phone starts ringing and they stop to answer it.

Gwen, "hello? It's for you."

She hands it to Ben.

Ben, "Hello?... Grandpa, can we talk later? I've got an indestructible robot-thing none of my aliens can take out!"

Max, "Ben, if you can't destroy it from the outside, take it down from the inside."

Ben, "that's it! Thanks Grandpa!"

He hangs up.

Gwen, "I guess you're not better off without Grandpa either, huh?"

Ben smiles as he turns on the Omnitrix, the sound alerting Rojo. She flies over to the gym and starts blasting through the roof, before Ben can even transform. Ben and Gwen hide behind a column, as Ben carefully selects Upgrade and transforms. Rojo lands into the gym and walks around, searching. She walks right underneath Upgrade, who is hanging on the ceiling above. He drops down on her and melds with her technological body. Rojo struggles to rip him off her. Suddenly, electricity shoots out of their head, and Upgrade finds himself in Rojo's vision world, floating before a giant Vilgax.

Vilgax, "listen to every word: Be afraid. You cannot run, you cannot hide from me. I will find you. And when I do, I will retrieve my Omnitrix and destroy you!"

Vilgax swallows Upgrade.

Rojo finally pulls Upgrade off, who is now disoriented.

Upgrade, "oohhh…."

She shoots at Upgrade. He dodges it and runs around to the pull-down machine behind her and upgrades it, giving himself arms to grab hold of her.

Upgrade, "time to work out!"

He uses his arms to hold her mid-flight and weighs her down with his weights. She headbutts him and breaks free, landing backwards on a treadmill. Upgrade immediately possesses the treadmill and launches her back into the pull-down machine. As both stand up, Rojo again fires at Upgrade, who bobs and weaves out of the way. Gwen, who has been watching all this, notices the building's beams are starting to break. A group of SWAT officers bust through the front door of the gym as Rojo is shooting haphazardly.

Gwen, "duck!"

One beam goes just over the officers' heads. They fire their guns at Rojo, and Upgrade takes the opportunity to charge her and pin her to the ground.

Upgrade, "now this won't hurt a bit! At least I don't think it will!"

He merges with her again, this time shorting out her technology. Gwen and the SWAT team watch as electricity flies out of the two.

Rojo, "ahhh, get outta me!"

Upgrade, as he is removing himself from her, "okay, I lied. I knew it would hurt. Let's call it payback for Grandpa."

As Rojo gets up, the red eye pieces, metal spikes and hardened skin effortlessly crumble and fall off her human body.

Rojo, "I'm…. Normal."

Upgrade, "abnormal is way more like it."

Rojo, "look, I-I don't know what came over me. Come on, please, you gotta help me", she silently notices her old rifle, which has slowly rematerialized on the ground, "I-I'm just a girl."

She quickly drops the act and kicks the gun up into her arms.

Gwen, "guess what? So am I!"

Gwen runs up behind her and kicks her to the ground. Rojo is down. Immediately, though, the gym starts crumbling.

Upgrade, "Gwen, we gotta go!"

Gwen runs out and Upgrade picks up Rojo's body, carrying her out before the building completely comes down. He then hands her off to a SWAT officer and waves goodbye.

Upgrade, "she's all yours!"

….

The next day, Ben, Gwen, and Max, in crutches, all walk out of the hospital. Max sniffs the morning air.

Max, "ah, it's good to get outta here and get back on the road!"

They walk to the RustBucket.

Gwen, "so, Ben, what happened back there in the gym? It's like you were possessed or something."

Ben, "I…. I don't know. It was like…. When I went Upgrade, I saw this alien. We were both floating through space and he was talking to me. He looked kinda like he had this octopus on his head. He said…. I should be afraid."

He turns towards a frowning Max.

Ben, "Grandpa, you look afraid!"

Max, "I'm…. Fine. And you'll be fine too. As long as we stay together."

Ben, "that sounds good to me."

Max smiles as the kids happily get in the RustBucket, but the smile drops soon after and he looks off, pondering something.

Max thought, 'no. It couldn't be…. Could it? We beat him years ago…. Still, I better remain cautious. If he's back, this won't end well.'

And with that, Max entered the RV as Chester plopped himself on his shoulder, and the team was back on the road….

….

High above the Earth, the Chimerian Hammer flies through space. A pair of menacing red eyes glow through the window of the healing tank, enraged by their failure….

Chapter Text

At a pierside carnival, two robbers climb down a ladder into a getaway rowboat with a bag of loot.

Robber #1, "ha ha! Knocking over that yacht was a piece of cake! We're gonna be rich!"

They both start laughing, but the first robber notices bubbles in the water next to him, and leans in to look closer. A glowing pair of eyes meets his own. A scaly arm suddenly emerges from the water, grabbing the robber by the face and pulling him under. The 2nd robber turns around, not having seen what happened. He spots the 1st robber's beanie floating in the water. RipJaws' face rises from the water and stalks him. Panicked, he climbs back up the ladder and runs across the pier, RipJaws following him underwater. The robber stops to pause and look behind him. RipJaws flies onto the pier in a tornado of water.

RipJaws, "going somewhere?"

RipJaws launches his arm forward, punching the robber back!

The robber backs up until he touches a hot dog cart behind him, running behind it and pushing it over. The hot dogs and gasoline spill out from the cart and surround RipJaws' feet. Unexpectedly, a loose wire from the cart lands on the trail of gasoline, sparking it and setting it ablaze. Fire now surrounds RipJaws, who gasps in shock.

Robber #2, "ya gotta love an old-fashioned fish-fry!"

RipJaws, "help, can't breathe…. Water…. Water…."

RipJaws collapses to the floor, gasping for water to fill their gills. However, he gets an idea and punches the wooden floor below him, falling back in the water and being able to breathe again. The robber confidently starts walking away, but RipJaws quickly bursts through the floor under him, gripping him in his jaws and throwing him into a carnival game stand, knocking over a pile of cans.

RipJaws climbs out of the water and says, "bad day to go fishing, hmm?"

….

Later, the robbers are being arrested. An officer speaks with RipJaws.

Cop, "I don't care what anybody says, you circus freaks are okay by me!"

RipJaws, "huh? 'Circus freak?' I'm not a circus freak, I'm a superhero!"

He leaps backwards off the pier and into the water majestically.

Cop, "hmph, looked like one of those freaks to me…?"

….

The Rust Bucket passes through town, Gwen has just put her contacts in and reads a sign going by.

Gwen, "'Zombozo's Travelling Circus of Laughs?' Cool!"

Ben cringed at the poster.

Max, "ah, I haven't been to a circus since I was a boy. Sounds like fun! What do you guys think?"

Gwen, "I love the circus!"

Ben, "that's because you belong in one."

Max, "Ben…."

Ben, "nah, the circus is kids' stuff."

Gwen, "um, hello? What are we? Middle aged midgets?"

Ben yawns loudly, "besides, it's-it's pretty late."

Max, "Ben, it's 11 o'clock in the morning. You shouldn't be tired right now."

Ben, "ugh! Fine by me! Okay, alright! You guys wanna go see some stupid circus? Fine!"

Max and Gwen glanced at one another. They could tell Ben was hiding something.

….

Later, they arrive at the circus and they walk to a big top circus, set up in the middle of what looks to be a park. Lots of people are walking in with them.

Max, "huh, looks like the entire town's turned out for the show!"

As Ben walks forward, he looks up at the posters. They all feature a clown with crimson hair, a toothy grin and a big top hat, this: "Zombozo."

The clown's eyes seem to stare Ben down.

Ben, "i-it's probably sold out, we're probably just wasting our time."

A spotlight suddenly shines on a circus barker on a pedestal, shouting to the crowd.

Barker, "step right up and see! The fingerless freak of nature, whose strength knows no bounds! The mammoth of muscle! THUMBSKULL!"

He gestures to a big burly man with white skin and a giant, "fingernail", on his forehead. He steps forward with a metal rod and bends it on his head. The crowd is stunned. He tosses the bent bar in the air and something red catches it.

Barker; "and presenting, the ultimate hairstyle; FRIGHTWIG! When this beauty lets her hair down, there's no telling what could happen!"

A pale-skinned woman with long red locks of hair, moving and twisting at her command, coils the metal rod into a pretzel and places it aside on a pedestal.

Barker, "and last, but certainly not least, the freak whose unique skill is as vile as his attitude! The man with ultimate bad breath! ACID BREATH!"

A pale starved looking man steps forward, wearing a mouth guard. He takes it off and exhales, his visible green breath completely melting the rod AND the pedestal with it.

Gwen, "ew, gross!"

Meanwhile, Ben sneaks away and comes across a tent with a: "Keep Out" sign; light is shining through. He peers in and sees Zombozo himself, sitting and rehearsing in front of a mirror.

Zombozo, "H-H-H-HOWDY FOLKS! Are ya ready to laugh?"

He puts on his hat and says, "ah, perfect. You're gonna knock 'em…. Dead."

He licks his teeth with his long, grotesque tongue.

As he laughs to himself, Ben backs up, terrified. He knocks into Gwen, surprising him.

Gwen, "hey!"

Ben, "AAAH…. Don't do that!"

He rests on Gwen's shoulder.

Gwen shakes him off and asks, "Ben, what is your problem?"

Ben, "um, what do you mean?"

Gwen, "well, ever since we decided to go to the circus you've been acting even weirder than normal. What are you scared of?"

Ben, "I'm not 'scared' of anything!"

Gwen, "really? Because it seems like-"

Max calls to them from far away, "come on, guys. The show's about to start!"

Gwen, "after you!"

She beckons Ben. Ben begrudgingly walks to the show.

….

Inside the big tent is the barker from outside, who was actually the Ringmaster. He introduces the crowd to the act.

The Ringmaster, "ladies and gentlemen! Children of all ages! The Circus of Laughter is proud to present: The Sultan of Smiles! The Crown Prince of Chuckles! The Grim Tickler, himself, the star of our circus! ZOMBOZO THE CLOWN!"

A small clown car speeds into the center of the floor, and a giant-seeming Zombozo emerges to the sound of a triumphant cymbal crash. The people in the bleachers are already laughing, however, Ben is mortified by the sight. The car suddenly speeds to the other side of the floor with a mind of its own, facing Zombozo and revving its engine, "challenging", him. Zombozo beckons it with his hand and pulls out a red toreador cape. The car charges like a bull, but disappears into confetti the moment it passes the cape. The crowd cheers.

Zombozo, "if you love clowns, then this is the place ta' be! You're gonna die laughing…!"

Behind him in the tent stands a gigantic machine, with ports ominously glowing blue.

Zombozo, "…. That's a Zombozo Guarantee!"

Ben, "er, I gotta go- get some…. Popcorn!"

He very quickly walks off of the bleachers, leaving a confused Max and Gwen.

Max, "is Ben alright?"

Gwen, "you're asking me? I stopped trying to figure him out a long time ago. I don't get what he's so freaked out about?"

Zombozo, "I was never very good at math, but I believe I have your UNdivided attention", a xylophone sting accompanies his pun, "now how about some volunteers?"

The entire crowd is laughing, especially Gwen. Zombozo is reflected in her eyes.

Zombozo, "ahhhh, SO full of life!"

He says under his breath, "for now…."

The spotlight on Zombozo shuts off, shrouding the area in darkness.

….

Ben runs out of the big top and off the entire lot, stopping and catching his breath once he's put enough distance between him and the circus.

Ben, "there is nothing funny about clowns! Why did I watch IT before I went to bed years ago?!"

He hears glass breaking nearby and quickly hides behind a car. As he peeks out from it, he sees the trio of circus freaks from before, smashing the window of a jewelry store.

Ben, "woah, looks like the freaks are felons!"

The freaks are robbing the whole street. Thumbskull grabs a handful of shiny bracelets, watches and rings from the jewelry store display; Acid Breath uses his breath to melt a parked car's door and roof, letting him reach in and rip a stereo right out; Frightwig advances on an ATM, putting her locks of hair through the brick wall around it and ripping the machine right out of the wall, money flying everywhere.

Frightwig, "looks like it's payday boys! Hahahahahahaha!"

Ben, "time to play fetch!"

He dials in WildMutt and quickly transforms.

As Thumbskull carries two flat-screens, he looks around and sees WildMutt jump on a car, rocking it and salivating threateningly.

Thumbskull, "uh, good doggy, down boy!"

WildMutt tackles Thumbskull and runs to the other two freaks, knocking into Acid Breath and running away. Frightwig tries to grab him with her hair but gets dragged along the pavement. Wildmutt lands on the freak's getaway car and rips out the roof, letting money and jewelry fly out."

Thumbskull, "hey, that's our stuff!"

AcidBreath, "no mutt's gonna steal my loot. GET 'IM!"

He takes a breath, and WildMutt jumps off the car before AcidBreath exhales on him, melting their car. WildMutt lands in between the freaks and bats them away. As Frightwig gets up, he advances on her.

Acid Breath says to Thumbskull, "don't just stand there like a sore thumb! Get the boss!"

Thumbskull starts running toward the big tent.

In the tent, colourful images of popcorn and bowling pins float above the audience as they laugh.

Zombozo, "hahaha! Laughter truly is the best medicine! For me, that is!"

The crowd laughs, despite there not being a joke. Thumbskull enters the main tent and walks right up to Zombozo.

Thumbskull, "uhhh, excuse me boss, excuse me?"

Zombozo slumps in disappointment before turning to Thumbskull.

Zombozo, "how many times have I TOLD YOU! Not to botha' me while I'm eeeaaating!"

He has a cable that hoists him in the air by the back, accentuating his creepy choice of words.

Thumbskull, "ehhh…. We ran into a bit of trouble."

Zombozo frowns at that.

….

Back at the fight, Frightwig and Acid Breath are being pinned down by WildMutt. In a puff of smoke and a flash of confetti, Zombozo appears out of thin air. WildMutt backs up when he sees him.

Zombozo, "I hear yer full o' tricks, little doggie. Let's see if you know how to play dead!"

Zombozo kicks WildMutt hard and smacks him into a tower. As he walks forward, WildMutt winces and hides under the tower.

Zombozo is angry at the freaks as he yells, "this isn't a mad dog, it's a scaredy cat!"

The freaks are embarrassed.

Zombozo, "bring the curtain down on this little sideshow!"

Acid Breath springs into action, melting one of the legs of the tower. Frightwig pulls one of the leg beams with her hair. Thumbskull punches a leg of the tower.

Acid Breath, "it's over, Fido."

The tower comes crashing down on WildMutt, leaving a huge pile of rubble. Thumbskull picks up a brick from it.

Thumbskull, "dog…. Gone! Hehehehe!"

Zombozo, "come on! We got bigger laughs ta' get!"

He disappears in a puff of smoke and confetti.

As the freaks run off toward the circus, they don't hear the Omnitrix timing out. Ben manages to crawl out of the pile.

Ben, "phew…. Saved by the watch, yet again."

He collapses and closes his eyes.

….

Later, the show is now over. The air is dead. Chip bags and pages of circus brochures fly in the wind, boxes of popcorn and drinks are spilt on the ground. People slowly walk out of the venue stadium with light smiles on their faces. Some are still laughing sporadically. Ben gets back and sees Max, sitting on a step, laughing to himself.

Ben, "Grandpa", Ben runs to him, shaking him, "Grandpa! Grandpa Max?"

Max, "he- Oh Ben! Hehe ah- Where'd you go?"

Ben, "where did I go? Where'd the circus go? What happened?!"

Max, "oh -aha- I'm not so sure, uh…."

He looks behind him to a completely empty stadium, no sign of there ever being a circus.

Max, "I remember we were laughing. Haha- it was so funny -heh!"

Just as he finishes laughing, a deep-seated melancholy washes over Max's face.

Ben, "Grandpa, are you okay?"

Max, "aheh, I just…. Feel kinda glum, that's all."

Despite this, he breaks into a long laugh.

Ben, "something's wrong. Why are you smiling if you're glum? And- wait a minute…. Where's Gwen?!"

Suddenly, Ben is more terrified at his cousin being missing, then the clowns.

….

Thumbskull drives a truck along a highway, Zombozo riding with him.

Zombozo, "didja' pack me a snack for the road?"

Thumbskull smiles and draws back the curtains behind the driver's seat. 6 people are sitting in the back, laughing to themselves, some of them with tears in their eyes. Gwen is one of them. Zombozo smiles as the truck drives away.

….

The Rust Bucket drives along the same highway.

Ben, "Zombozo must have zonked out the entire town during the show, while his freaks robbed everyone blind! But why kidnap Gwen? What does he want my cousin for?!"

Max, "I-I don't know. But don't worry, we'll catch that clown…."

Ben, "yeah, haha. Who would be afraid of a silly old clown?"

Max, "Ben, w-what's bothering you?"

Ben, "promise not to laugh?"

Max nods as he still seems to shake.

Ben, "... I'm afraid of clowns. They just creep me out! Ever since I was little, they've just freaked me the heck out! Ugh, I'm such a loser!"

Max, "everybody's got their own…. Crazy fear, Ben. When I was a boy, I-I was afraid of heights. Well, one day I thought, 'enough was enough', and I climbed to the top of the water tower. Sometimes you just gotta scare…. The fear….", his vision starts hazing, "... out…. Of…. You."

Max passes out on the wheel.

Ben, "Grandpa!"

He quickly unbuckles himself and dials the watch, turning into BuzzShock. BuzzShock merges with the RV via the dashboard as fast as he can, using their electric powers to slam the brakes and swerving around until they come to a complete stop, just managing to come to a stop along the rail. A few rocks fall off the drop and hit the ground below.

By the time it's all over, BuzzShock turns back into Ben, "phew. Grandpa, you okay?!"

Max wakes up.

Max, "so…. Sad. So very…. Very sad."

Ben, "Grandpa, what happened inside the big top, after I left? What did they do to everyone?!"

Max starts remembering….

….

He and Gwen were laughing with the crowd in the tent. Smiling blue phantoms come flying out of Max, Gwen, and all the other people. They begin circling Zombozo's machine.

Zombozo, "I love the sound of laughter! It FEEDS MY SOUL!"

….

Max, "Ben, I think that Zombozo guy robs people of more than just their possessions…. I think he steals people's happiness…. Until there's nothing left."

Ben, "... And he's got Gwen….", Ben sees Max dozing off and says, "hold on Grandpa. I'm gonna find Gwen. No matter what it takes…."

….

Later, Ben arrives at the circus' new location, sneaking up and hiding behind boxes. The freaks are busy moving boxes. Ben looks behind him and gets spooked by a big poster of Zombozo's face, knocking a box over and making a noise. He hides, but the freaks all stop and put their boxes down.

Frightwig, "hehe, looks like we got somebody who wants to see the show without buying a ticket!"

She rips off Acid Breath's mask, who smiles and lets out a green sigh.

As they approach the box, Ben smacks the Omnitrix dial, but it jams. He smacks it again and again.

Ben, "you never make this easy, do ya?"

The freaks arrive at the box. Thumbskull smashes the box, Frightwig helicopters her hair and whips the box, and Acid Breath shoots the box with his breath. They stare at the mess, nothing behind it. However, a green light flashes behind a stack of boxes near Thumbskull.

Thumbskull, "what's that noise?"

The boxes explode behind him. The smoke clears, revealing an Upgrade-upgraded baseball pitching machine. It walks on claws towards him.

Thumbskull, "I don't know what you are, but I'm gonna tear you apart!"

He starts charging at him.

Upgrade, "you wanna play hardball? Game on, freak!"

Upgrade rapidly spits baseballs at Thumbskull, knocking him out. He starts shooting at Frightwig, whose hair deflects it back at him, forcing him to hide behind a box.

Frightwig, "is that all you got?!"

Upgrade, "please, I'm just warming up, lady!"

He pops his head up and spits some balls at her hair. While she deflects it, Upgrade spits two carefully-aimed balls at her feet. She dodges one, but the other trips her up, making her spin in the air, her hair completely tying her body up. He spits one more at her face to knock her out. Acid Breath jumps up on the highest box and spits all around him at Upgrade. Upgrade flies behind Acid Breath's box.

Upgrade, "didn't your mom ever tell you it's not polite to spit?"

Acid Breath, "who do you think taught me in the first place?"

As he readies another spit, Upgrade leaps in the air and perfectly shoots a ball into Acid Breath's mouth. Acid Breath's mouth is full, and therefore can't block the onslaught of balls Upgrade shoots at him. He is down, but not unconscious yet.

Upgrade, "ssssteeerike three!"

Upgrade comes out of the pitching machine.

He grabs Acid Breath's mask and straps it back on before grabbing him and growling, "where. Is. The. Girl?!"

Acid Breath, "s-she's in the tent! With Zombozo!"

Upgrade growls before punching the freak in the face, knocking him out.

He then walks up to Zombozo's tent. He pants with fear.

Upgrade, "you can do this. He's just a guy with a blue rubber nose and big shoes. Nothing you can't handle."

He transforms back into Ben just as he says that.

Ben, to the Omnitrix, "whose side are you on anyway?!"

Ben walks forward and gets startled by a mirror in front of him.

Ben, "ugh, great. Now you're afraid of your own reflection!"

Ben continues through the tent. Somewhere, Zombozo seems to know; he smiles.

Zombozo's voice echoes in the room of mirrors, "hiya, son! Something tells me you'd be a barrel full of laughs!"

Ben looks around and marches forward, irked. He doesn't see a mirror in front of him and bumps into it.

Suddenly, all of Ben's reflections turn into Zombozo, "hey, Mr. Serious! How bout a…. SMILE?"

Ben backs up and runs away from the reflections, who reach out to him. He runs through a sea of hands.

Zombozo, "what's your story, Morning Glory? Was that your mutt that gave my freaks such frowns?"

Ben runs along a coiling yellow road. Zombozo's face, mounted on a spring, pops out from it, stopping Ben.

The Zombozo Jack In The Box shrieks, "what about that weighted mob outside?"

Ben turns and runs the other way. A second face stops him.

Another Zombozo Jack In The Box says, "do they work for you or-"

A third face pops from under Ben, launching him in the air.

The third Zombozo Jack In The Box growls, "are you some kind of FREAK?"

Ben, "I'm not a freak!"

Ben falls into a black void, Zombozo's face, etched in fire, appears and laughs as he falls. Ben catches his fall with a trapeze swing. He swings through a chomping Zombozo face and catches a new one. The swing's ropes break, sending Ben tumbling down, landing on a human-sized spider web. He starts struggling. Suddenly, a golden spider with Zombozo's face comes crawling on the web towards Ben.

Spider Zombozo, "come on, kid! You've gotta learn ta' loosen up! Laugh a little!"

The spider's now reached Ben. He holds a razor-sharp pincer up to Ben's neck.

Spider Zombozo, "it's what keeps me going!"

The spider pulls back and slashes at Ben, cutting him out of the web. Ben falls, screaming, until he hits the ground. A spotlight shines on him.

Ben finds himself on the center floor of the main tent, back in reality.

Ben, "it's just an illusion. Keep going."

As he starts to get up, the genuine Zombozo calmly walks up to him. Ben sees ghosts reflected in the orbs on Zombozo's body, flying up to the large one on his top hat. On it is Gwen, backlit by fire, laughing herself to death.

Zombozo, "now don't tell me you're afraid of old Zombozo?"

Ben backs away and sits on his knees.

Ben, "what do you want?!"

Zombozo snaps his fingers and a spotlight lights up the large machine in the tent. It is filled with screaming ghosts. The cable running out of the machine psionically links to Zombozo's back, lifting him in the air.

Zombozo, "only what every clown worth these floppy shoes wants, ta' make people laugh! THEN DRAIN THEIR POSITIVE ENERGY, LIKE A SPONGE IN A POOL PARTY! Is that so wrooong?"

Ben, "is that the machine you use to suck the happiness out of your audience? Like a freaking energy vampire?"

Zombozo, "I like to call it; 'the Psy-clown.' Clever, eh? Soon I'll be taking my act to tha' big cities. Millions of people will be laughing for me! Feeding me…. Making me STRONGER!

Ben lifts his head, mustering up some courage, "I want my cousin back, you Pennywise reject!"

Zombozo, "your cousin? Gasp, didn't you hear? She ran away with the circus!"

He shows him Gwen. She is lying on the floor off to the side, her body drained and frail, still coughing up a few faint laughs.

Zombozo lets Ben run to her, enjoying the terror in his eyes.

Ben, "Gwen? Gwen! Please, Gwen, say something!"

Gwen merely looks at Ben with a vacant expression as she can only mutter, "B-Ben? Hehehe…."

Ben looks at her in shock, horrified tears in his eyes at the state his cousin was in. Then, he looked at Zombozo. His fear of the clown quickly shifted into pure, unbridled, rage as the tears stung his eyes. But he could barely notice. He stands up and turns on the Omnitrix.

Zombozo starts laughing, but Ben cuts him off.

Ben, "oh, you think you're funny? Well…. I'M gonna get the last laugh!"

He slams down on the dial, turning into GhostFreak.

Zombozo, "heh, nice try, kid. But I sell the tricks, I don't buy 'em!"

GhostFreak, "I just figured out, there's something I'm even more afraid of than you…. Something that will keep me going against a thousand people like you!"

GhostFreak punches Zombozo in the face, briefly tangling him up in his machine's cable. GhostFreak keeps talking, somewhere, invisible.

GhostFreak, "losing my family to some goofball emotional vampire! In other words…."

He appears behind Zombozo and punches him square in the nose. The nose honks as a result, and actually sheds a few drops of blood!

GhostFreak, "you're going down, clown."

Zombozo is now angry. He wipes his nose as he looks around. A wooden board suddenly comes careening towards him, smacking him into his machine and causing the blue nodes to spark and explode. Souls come flying out of the machine; one of them flies into Gwen, the rest release in a wave across the sky, returning all the drooling townspeople outside back to normal.

Zombozo starts getting up, his voice breaking, "I'm warning you to back off!"

GhostFreak, "you wanna see something really dang scary?"

GhostFreak grabs the two folds on his chest and rips them open, exposing Zombozo to a horrifying sight. Zombozo's own cable jerks him backward in fear. He falls to the ground and panickingly backs up."

GhostFreak, "oh, now don't tell me you're afraid of old GhostFreak?"

Zombozo, "p-please…. No more!"

GhostFreaks head turns all the way upside down and forms a snarling mouth as he says, "what's the matter? Can't handle the taste of your own medicine?"

Zombozo, "please stop!"

GhostFreak, "why? Can't take what you dish out!?"

GhostFreak grows a ton of arms out of their back, with razor sharp fingers.

Zombozo screams in terror as GhostFreak turns back to their normal form, gets close, and finally says, "boo!"

Zombozo's head suddenly expands like a balloon and his entire body explodes into confetti. GhostFreak looks at his hands.

GhostFreak, "woah! That kind of even freaked me out!"

He transforms back into Ben and runs over to Gwen.

Gwen wakes up and says, "wha- Ben? Hey, where's that popcorn? What happened just now?"

Ben hugs his cousin tightly, shocking her as she feels her cousin cry and say, "I'll tell you all about it. I'm just glad you're okay."

Gwen finds herself hugging back.

….

The Rust Bucket drives away from the circus, police cars parked around it.

Ben, "are you feeling okay, Grandpa?"

Max, "you kidding? Happy as a lark! Pretty clever, you; 'scaring away your fear', like that."

Ben, "thanks."

Gwen suddenly jumps in front of Ben with a clown mask, "BOO! Hahaha!"

Ben, "oh, hi Gwen. Trying out some new makeup? That's a good look for you."

Gwen, "aww, you're no fun anymore!"

She throws her mask away and walks away. Ben and Max smile at each other.

Gwen picks up Chester and says, "so, you aren't scared of clowns anymore?"

Ben, "no. Because I had to face something way scarier than a guy in makeup."

Gwen, "and what was that?"

Gwen was shocked when Ben stood up and hugged his cousin again, saying, "losing you guys is scarier than anything I could ever face."

Gwen finds herself smiling as she hugs Ben back, the two cousins happy they were okay as their trip continued….

Chapter Text

The Tennyson Trio of Ben, Gwen, and their Grandpa Max, are on a guided tour of a museum in New Orleans, Louisiana. While Ben is messing around with the masks on display, the guide talks.

The Tour Guide, "and behind this impenetrable glass is the recently discovered, and only known existing copy of the: Archamada Book of Spells.'"

The Tour Guide & Gwen, simultaneously, "it contains ancient witchcraft and rituals from the later sixteen hundreds."

The Tour Guide speaks snidely, and to Gwen's disappointment, "maybe you should work here, dear."

Ben whispers to his cousin, "don't let 'mummy-face' get to you, she's probably older than that spellbook."

Ben imitates a mummy's pose and facial expression in their tomb, to Gwen's laughter. She laughs so hard she has to push her glasses back up for a second. The lighthearted moment is broken when rumbling begins, with everyone in the room soon lifting to the ceiling, seemingly magically.

Max grunts as he and his grandchildren reach the ceiling, "something tells me this isn't on the tour."

Ben, "I wonder what the first clue was?"

Through the skylight window, a puff of red smoke travels through the air and reaches the book of spells, materializing into a man named Hex.

Hex, "the Archamada book of Spells…. All of its power shall soon be mine!"

Hex makes an incantation, "Fah-Cah-Me-Doof", with the second rightmost charm he has glowing yellow, activating as he speaks. The glass encasement around the book shatters, and the book levitates off the podium into his hands.

Ben starts twisting the Omnitrix dial to transform, "now might be a good time to go….", Hex uses his staff to end the rooms' occupants' levitation, dropping them to the floor, "... Hero! Oh!"

Ben begins to fall, eyes fixated on the Omnitrix.

Everyone screams as they're falling. Ben quickly transforms into XLR8, rushing down by running along the walls and maneuvering a tapestry to act as a soft landing for the tour.

XLR8, "everyone out!"

Max, "Ben, be careful. You don't know what tricks he's got up his sleeve."

XLR8 turns to face Hex, his visor dropping overhead as he says, "dude. If you want a book, try the library."

Hex stands facing Ben, as his 2nd Charm activates. He holds up his staff and recites an incantation, "Bethi-Mordor-Natta", causing flames to erupt from the staff, setting the tapestry alight. As XLR8 runs up walls to avoid the flames, shards of red crystals fire out from the staff, which also shoots a blinding light at him as he's in the midst of charging Hex, causing him to slip and crash into display cabinets.

Gwen, as multiple rubbish bins hit the back of Hex's head, distracting him from Ben, says, "guess we got his attention…."

Max, "kind of wish we hadn't."

Hex's eyes widen, knocking Max and Gwen back with a telekinetic force. As he turns to deal with Ben, he's met with an onslaught of punches, with his center charm being tossed across the room in the fray, soon later Hex is on the ground reeling from the attack.

Max, "nice job!"

XLR8 picks up the charm as a souvenir, "just doing what I need to do and keeping it low-key."

XLR8 is standing in front of cameras and a crowd cheering.

XLR8 starts milking the attention of the crowd, to Gwen's dismay, as Hex gets carted away.

XLR8, "who's your hero?"

….

The RustBucket drives along, as Ben's putting away his trophy along with his other souvenirs. Including Dr. Animo's Transmodulator from Washington B.C., Capt. Shaw's photograph from The Krakken, and Ben and Gwen's photos taken in Sparksville during Tourist Trap.

Chester is sitting on the table.

Gwen, "all I'm saying is that you didn't exactly stop that creep all by yourself today, okay? I helped save your sorry butt, but does anybody notice me?"

Ben, "hey, being a hero is not about getting attention."

Gwen starts imitating Ben as XLR8 earlier, and gesturing as though to a crowd, "'who's your hero?' Uh, hello?"

Max, "I noticed you, Gwen."

Gwen, "we're related, so that doesn't count."

Ben, "hey, no offense, but you threw a trash can at the guy. That doesn't exactly make you a hero, unlike me."

Gwen gets extremely frustrated and yells, "wake up! The only reason you're a big hero is because of that watch. If I found it instead of you, I'd be getting all the attention, and all the cool souvenirs!"

Ben realizes his cousin is right as Gwen sulks by the window while Ben rummages through the box of souvenirs. Ben sighs and brings out the charm Hex lost during the fight.

Ben, "all right, here. Take it."

Ben hands Gwen the charm.

Gwen reacts surprised, "really?"

Ben, "yeah, I got tons of other stuff. And you're right. You did help during the fight."

Gwen reacts happily.

Max, "Gwen? Don't you have something you want to say to Ben?"

Gwen, "you know this doesn't change the fact that you're just plain lucky. But, thanks."

Ben, "you're welcome."

….

We see the ambulance with Hex in it driving along the road.

Hex wakes up and says, "my destiny shall be fulfilled."

The back doors of the ambulance blasts open, the vehicle screeches to a stop, but Hex flies off.

….

The trio are at a restaurant as Gwen says, "I've been counting. You've had eleven craw-fish to my nine."

Gwen's charm is now being worn like a necklace, and it starts to glow.

Ben, "sounds like it's time to make it an even dozen."

Gwen smacks the fork out of Ben's hand as he's going for the craw-fish.

Gwen, "I don't think so."

The fork lands on a waitress' foot as she exclaims, "yowch!"

A Rube-Goldberg-esque series of events follow, with the waitress throwing a glass, which gets sent flying from the chandelier into the kitchen where it hits a chef in the back. This makes him knock a wheeled-tray with a bowl of crayfish back into the restaurant where it knocks into Tennyson's table, smacking right on top of Ben's head.

Gwen starts picking up the craw-fish, "okay, now I'm full."

A craw-fish from the bowl is one Ben's head and crawls onto his nose!

Ben, "but they're not…. Ahh!"

Gwen and Max laugh as Gwen's Charm glows mysteriously.

….

At the Witchcraft Museum, Hex is throwing furniture searching for something.

Hex pulls a levitated security guard closer to him and says, "The Archamada Book of Spells. Where is it?"

The Guard, "they locked it in the vault."

He points to a giant safe.

Hex magically clears his pathway, and lets out an incantation, which bursts open the metal vault and the book of spells flies into his hands.

Hex, "yes, soon my power will know no limits!"

But he fails to use the book's power, noticing his missing emblem.

Hex, "one charm is missing! Of course, the battle with that speed creature! They have my charm!"

….

Max is laughing as the Tennyson trio walk down a street, "y'know, in all my travels, I never actually saw a craw-fish try to climb into someone's nostril until today!"

Ben, "ha ha ha. Glad I could make your day, Grandpa."

Gwen, "by the way, thanks again for the charm. I feel like I should get you something in return", she runs up to a hot-dog vendor, "one please!"

A woman nearby yells, "help! They stole my purse."

Max holds his hand out to stop a gang of three punk-y teenagers.

Max, "that's far enough."

A Teenager, "yeah? Who's gonna make us? You, 'Pops?'"

Ben, "actually, him and his close personal friend, Diamondhead", he says this under his breath, before darting behind the vendor, "come on! Work."

A teenager goes menacingly towards Gwen with a metal rod, "he-he-hey. That's a nice necklace you got there, little girl."

The three teenagers surround Max and Gwen. Ben struggles with the watch, "oh, this is not my lucky day."

The three teenagers walk towards Max and Gwen menacingly, while Gwen's magic charm glows.

Ben pushes Gwen out of the way.

Ben, "let me take care of them."

Gwen, "hey!"

As Gwen gets shoved, she falls backwards into a man juggling bowling pins on a unicycle, causing him to fall off and the cycle gets launched at the teenagers.

As one teenager gets knocked down, he knocks the other into Max who restrains him. The third remaining one walks over to Ben, and seeing this, Gwen runs to intervene. As she does so, she steps on a bottle of mustard, spurting it out and hitting the hot-dog vendor in the eyes, who himself knocks his trolley into the remaining teen. Getting up from being knocked down first, one of the teens momentarily looks as if he's about to rejoin the fray before a pot displaced by the trolley's impact teeters over the edge onto the teen's head, knocking him out.

Gwen is holding her charm in her hand as it glows again and says, "huh. Cool."

The woman says, "this little girl is a hero, officer", as the punks are getting escorted by police in the background.

Gwen, "who? Me? Just lucky I guess."

She then gazes over to a mask-stand and smiles to herself.

….

The next day, the RustBucket is parked in a lot next to other RVs, while inside Max is snoring so loud Ben has to cover his ears with a pillow.

Ben is tossing over and says, "hey, Gwen? You got a mega-sized cork on you? Or earplugs? Gwen?"

Ben looks down to see Gwen missing.

Gwen is outside playing with a basketball, glasses off, making an amazing trick shot without even looking.

Gwen, "nothing but the bottom of the net, again!"

Ben manages to catch the ball as it goes towards him and walks over saying, "okay…. We are definitely not playing horse."

Gwen, "please hand me the ball!"

Ben clutches the basketball to him, "not 'til you tell me how you did that."

Gwen, "what can I say? I'm charmed. It's like every time it glows, everything just goes my way."

Just then, Max gets out of the RV and says, "nothing like a good night's sleep. Who wants breakfast?"

A loud sound interrupts them, as their eyes look to a construction site in the near distance.

….

At the site, two construction workers are stuck on a pulley, window cleaner-like, elevator, screaming as a wire snaps, tossing them out as they barely cling on.

Ben arrives on the scene with Gwen and Max, fiddling with the Omnitrix.

Ben, "time to watch a real hero work."

Gwen holds the charm in her hands as it glows and says, "yeah, me! I'll be right back."

Ben and Max look at each other as Gwen runs off, before Ben, with Diamondhead primed to go, runs to the site while transforming into Wildmutt.

A Construction Worker yells to Max, "over here! Somebody!"

Max gasps as he sees the construction worker trapped in a truck, a metal beam having crushed the doors as sparks from the overhead lights begin to cause flames.

Gwen arrives dressed in black gloves, a bodysuit, and a cat mask.

Max, "Gwen?"

Gwen replies, "it's; 'Lucky Girl', Grandpa."

She runs past Max into the site.

Gwen, as Lucky Girl, arrives at the trapped man and says, "stay calm!"

Her charm glows as she does a running jump onto a plank being cut, which sends the other half flying into a wrecking ball machine's controls, causing the ball to drop onto the truck, causing the metal rod to fly off hitting a control board. This sends an elevator shooting up out of control to hit WildMutt whilst saving the two workers hanging on for their lives, sending the transformed boy up into the air.

Lucky Girl, "uh-oh."

As he falls back down, WildMutt bites his way through the elevator still flying up at him, causing debris to fall down.

Max, "Gwe- I mean- Lucky Girl! Move!"

Gwen darts for cover into a nearby vehicle, causing it to reverse and knock a chute-structure into the now hanging by a rope WildMutt, knocking him down again into a cement mixture.

Max exclaims to the two workers hanging on by the elevator now positioned over the funnel, "slide down to chute!"

The two drop into the chute landing on some piled mattresses at the end.

An onlooking WildMutt covered in cement mix wanders around.

Hr looks to a crowd gathered as a news reporter conducts an interview, saying, "how did you pull off this amazing rescue?"

Lucky Girl, "with style of course", she gestures at the camera, "who's your hero?"

The reporter, "you heard it here first. Live."

WildMutt quietly sulks away.

….

Hex is hovering down a street, staff glowing, as a TV display through a window shows the reporter saying, "an exclusive, on the scene interview with our city's very own…."

Gwen shouts her hero name on the TV, "Lucky Girl!"

Hex squints, seeing the charm on Gwen's necklace.

….

The RustBucket is cruising down the motorway.

Gwen, "I cross-referenced the Archamada Book of Spells with dark magical charms, and look; it's a part of a set called the Charms of Bezel."

She is showing Ben, who's holding her Lucky Girl mask.

Gwen gestures to the charm around her neck and says, "this charm is; 'luck.' There are also charms for fire, levitation, reincarnation…."

Ben, "whoa. Those are the charms that freaky wizard at the museum wore when XLR8 kicked his butt!"

Gwen, "that's why he wanted the book of spells. But it says all the Charms of Bezel must be used for the spells to be at their full power. Oh well. His loss is my gain."

Max, "I'm afraid more like; 'was.' We need to turn that charm into a museum."

Ben and Gwen, "no fair", they both look at each other, "not before I…."

Ben, "…. Try it!"

He starts swiveling the Lucky Girl mask around.

Gwen, "... Use it again", she snatches the mask back, "the world needs someone with the power of Lucky Girl!"

Ben, "newsflash! I'm the one with the superpowers!"

Gwen, "well you can make that one a two now!"

Ben, "all that stuff you did? It's not you, it's that charm!"

Gwen, "it's not you either, it's that watch!"

Ben, "I've had to train to get good at using these aliens. I've spent time learning their skills. That charm makes it so you don't even have to try! There's a difference between being lucky, and being skilled."

Gwen actually thought over Ben's words for a moment as a reporter on the radio said, "and in the news of the weird, reports are coming in that the city's famed; 'Haunted History Mansion', has come alive. Trapping dozens of visitors inside."

Ben and Gwen, "Grandpa!"

Max, "I'm on it!"

….

A few minutes later, the Rust Bucket arrives at the Mansion. Ben jumps out and is ready to use the Omnitrix

Lucky Girl jumps over him and runs past saying, "back off! I'll handle this."

Ben, "man, and I thought I could get arrogant with the watch!"

The trio of Tennysons arrive inside. Seeing the furniture and walls of the mansion wave about as if they were alive, innocent people trapped inside.

Hex, "I knew you couldn't resist…. Lucky Girl."

Inside the mansion people are screaming, Hex's staff lights up.

A Woman, "I'm afraid of heights!"

A Man, "the whole thing is gonna crash down!"

Lucky Girl pushes Ben out of the way and exclaims, "everyone stay calm! Lucky Girl's in the haunted house."

Gwen runs to help, but as she does, the second one on the right of Hex's charms lights up, and the stairs begin to fly apart. Ben and Max dart to cover as planks fly at them.

Ben, "like I said, what's luck when you've got skill?"

As Ben transforms, Gwen runs up the stairs flying apart, but is flung across the room. She's able to land on a pillar with the aid of the charm, and struggles to keep balance on it as Max catches one of the falling civilians up on the second floor.

As a flying part of the catwalk above almost crushes the person Max saves, it is magically thrown towards Ben, now as FourArms, almost knocking more civilians to the ground with it before he's able to clutch it to prevent it moving.

FourArms, "I've got it."

Lucky Girl, "but who's got them?"

The opposite side of the second floor struts begins to collapse.

Lucky Girl closes her eyes and the pillar begins to shake, losing its balance. She jumps off grabbing a chandelier and barely securing herself on the strut next to the civilians as she yells, "everybody grab hold!"

The people grab onto the chandelier, swinging away as the beam that FourArms is barely holding begins to move, collapsing on the floor, and sending FourArms flying. After that, the chandelier begins to lose its integrity, sending Gwen and the others plummeting down, right until her charm glows, and it re-secures itself, tightening right before they hit the ground, allowing them to flee.

Hex shuts the door as the civilians run out, and telekinetically throws Gwen with his staff, "imputent brat! Give me my charm."

Gwen grabs onto a curtain, causing it to fall down over Hex, and as she drops safely to the floor, also toppling a case of amour on him as well.

Lucky Girl, "you should have said please!"

Gwen runs off down a hall, with Hex freeing himself moments later, and goes after her.

Lucky Girl gasps as she enters a room full of antique ornaments and says, "which one?"

Gwen rests her hand on a bust's head, revealing a button. As she presses it, a secret entrance in the fireplace is revealed to her .

Max is looking around with FourArms and pointing to the open doorway, saying, "they must have gone that way!"

Max and FourArms run down the hall.

Hex stalks about, seeing the open secret passageway and grinning to himself.

Gwen continues to run down the hidden path, passing snakes, skulls, and rats before losing her breath

Hex hears Gwen running out of breath from the other side of the wall and prepares an incantation.

As Gwen rests from running, she leans against a hidden button that collapses the tunnel on top of Hex seemingly interrupting his chant. As the smoke clears, Gwen sees him protecting himself with a shield of energy. The chase ensues with Hex shooting bolts of energy out of the staff, breaking a hole into the mansion's courtyard. The two carry on, with Gwen attempting to hide, but getting grabbed by the ankle by animated tree branches, who snatch the charm back off her and return it to Hex. Soon after she is encased completely in the tree roots.

FourArms and Max arrive and break the branches, freeing her.

Gwen, "huh, thanks."

FourArms, "where is he?"

Max turns to see Hex hovering, with all of the charms, and the book of spells.

Hex, "time to turn this city into an old memory."

Hex begins an incantation as a lightning bolt strikes the middle of a street, sending crowds fleeing, some being caught up in the start of a tornado. Hex continues chanting, but FourArms interrupts Hex, jumping at him, sending them both flying. The freakish weather starts to die down, as Hex is no longer chanting. Gwen and Max come across where the two landed as FourArms gestures to them and yells, "stay back!"

Hex's staff floatz back into his hands, and he says, "you dare challenge me?"

Hex enacts a spell which causes the gargoyles around him to come alive, with glowing red eyes, set to attack the trio of Tennysons. FourArms fights with them, struggling to hurt them at all, until they overrun him completely.

Gwen throws a rock at Hex and exclaims, "luck only takes you so far", she throws another rock, completely knocking Hex out, causing him to fall to the floor. The gargoyles fly towards Gwen and Max.

Max grabs a pipe encased in cement, and starts using it as a bat.

Max, "going…. Going…. Gone!"

He smashes the gargoyle to bits!

One of the other sentient rock creatures gets sent flying across the graveyard. Another watches on as FourArms walks forward, picking up a gigantic decorative sword and making a taunting gesture at the gargoyle. It runs towards him as he spins the sword to clash with it, both the creature and the sword crumbling to bits. The final gargoyle gets trapped in a choke-hold until its head gets vaporized by FourArms crushing it.

FourArms grabs a now charm-less Hex who spotted the sight of Gwen picking up the necklace.

FourArms, "ha! Time for the magician to disappear."

Hex gets thrown across into a tomb, which Max promptly shuts on him.

Gwen holds the charms in her hands, "I could fly, shoot out bolts of electricity, bring trees alive. I'd be unstoppable…. Or I guess I could just be me."

Gwen smashes the charms to dust with a shovel, the remnants flying into the sky.

But suddenly, some of the magic from the charms flies into Gwen, knocking her down for a moment!

FourArms/Max, "Gwen!"

The two helped her up as she held her chest for a moment.

Max, "are you alright?"

Gwen, "I think so. I don't think it did anything bad."

Max, "I guess only time will tell…?"

….

Hex sees the tomb opening, only to be cuffed and arrested by police.

….

We see our trio driving away as Ben and Gwen look out the window.

Ben, "you know, you two make for a pretty impressive team."

Gwen, "made. Now that my powers're history."

Ben is reading a comic book and says, "hey, you did the right thing. Destroying those charms."

Gwen, "I guess…. So, Ben? Now that you're back to being the only hero around here. Just one favor?"

Ben, "what?"

Gwen, "maybe just admit I did a good job?

Ben, getting up and seeing Gwen look saddened, sighs and says, "Gwen…. You did a good job. There. Happy?"

Gwen, "totally."

Ben, "good! 'Cause I'm never saying it again."

Gwen, "you don't have to."

She holds up a tape recorder and presses it.

"Gwen…. You did a good job."

Ben, "aw, man."

He starts pressing pillows against his ears as the recorder keeps saying; "Gwen…. You did a good job."

Gwen laughs, when suddenly, she points at Ben, and a streak of electricity hits him, making his hair stand on end!

Gwen looks at her hand and says, "what the?!"

Max, "the magic from the charms! It hit you, remember?"

Gwen, "so that means…?"

Ben, "I guess you've got magic powers in you?"

Gwen, "awesome! But, I am gonna need some training."

Ben, "well…. I suppose I could show you the ropes with my aliens? StinkFly, HeatBlast and BuzzShock should be able to help you."

Gwen smiles as she says, "thanks Ben."

Ben, "but maybe change the costume, so it's easier to change into?"

Gwen nods, "maybe just a mask and hoodie…."

And with that, the Tennyson family continued on their trip, now with more than one super powered hero!

Chapter Text

We find the Tennyson's spending their day at a waterpark! Ben and Gwen are in their swimsuits as they see an advertisement for a rather large water slide attraction, clearly excited about it.

Ben now had a blue wristband over the watch to keep it hidden.

Ben and Gwen, "the super slide six thousand is the most epic water slide you will ever ride!"

They head for the entrance.

Gwen is able to get in line, but the attendant stops Ben in his tracks.

Ben, "hey! What gives man!?"

The attendant, "you're under the line. Sorry little dude."

Gwen, "sorry Ben! Maybe you can ride it next time?"

Ben grumbled in irritation as he stormed away.

Ben hides behind a large pillar and says, "Maybe a little visit from RipJaws will scare that guy. Show him a height limit!"

Ben pulls down the wristband and activates the watch and tries to press down on it, but it won't go down!

Ben, "what the?! Come on!"

Ben starts pushing the faceplate over and over again.

In anger, he smashes it against the pillar, transforming him into GreyMatter!

GreyMatter, "what the? I said giant fish, not little green man! Hmm, maybe I can work with this?"

GreyMatter starts sneaking around, being able to avoid the people around the water park. But it becomes a problem when a stampede of kids starts heading towards him as he gets closer to the water slide.

GreyMatter was able to dodge the stampede and make his way through the line.

At the entrance of the ride, someone is explaining the history of the site to the same attendant who wouldn't let Ben on the water slide. His name is Howell Wayneright.

He says, "I'm telling you, this whole site needs to be studied! I have been studying various sources, and it looks like aliens crash-landed onto the site in the year 1951, back when it was just a cornfield. I'm just hoping to get a few soil samples. Maybe I could have a word with your supervisor."

The attendant said, "I don't care."

He puts his hand up to his ear like a phone and makes a mock call, "ring, ring. Hello, sir. There's a guy here who needs some soil samples. Aliens landed here, apparently. Yeah? Okay then", he puts his hand back down, "sorry dude."

Howell, "oh, come on!"

While they continue their discussion, GreyMatter ties the attendant's shoelaces together to get revenge for not letting him through.

GreyMatter, "time to tie up some loose ends!"

Howell catches him doing this!

He exclaims, "see! Look! Down there! An alien!"

The attendant, "yeah right. You've got a screw loose man."

Howell, "ugh, forget it! I'll get them myself!"

So Howell decides to chase after GreyMatter. The attendant tries to stop him, though he trips because of his tied-up shoelaces.

As Gwen is about to go down the slide, GreyMatter jumps in front of her!

Gwen, "what the? Ben?!"

GreyMatter, "see ya on the other side!"

The little alien jumps down, with Gwen following behind him.

He makes it to the bottom first, but is almost crushed by Gwen when she comes down shortly after him.

When they both surface, Gwen says to Ben, "you know Grandpa will be angry when he finds that you used the Omnitrix to sneak onto the ride."

GreyMatter, "oh, relax, will ya? I'll just change back before he finds out. We both got to go on the slide! No biggy!"

Gwen seems to go along with it and says, "alright. I guess there's no trouble. Just don't do that again, or I'll use the water to fling you around."

Gwen makes a show of this, her eyes glowing purple as some water floated up for a moment.

GreyMatter, "noted."

They then decide to towel off, or napkin off, in GreyMatter's case.

But before GreyMatter gets out of the pool, Howell from earlier surfaces from the pool and picks him up, stating, "oh, you're my ticket to fame!"

GreyMatter immediately calls out, "Gwen!"

Gwen sees this and says, "hey! Let go of him right now!"

Instead, he quickly stuffs GreyMatter into a cooler and runs off.

Gwen then runs off and finds Max.

Gwen, "Grandpa! Some guy just grabbed GreyMatter and stuffed him into a cooler!"

Max, "come on, let's go!"

Max and Gwen then go after Howell, running after him out of the park, but unfortunately he makes it to his car and drives off as fast as a bullet!

Gwen, "Ben!"

Max, "calm down Gwen. Let's get to the RustBucket and follow that car! Hopefully Ben can get out of that cooler."

Gwen, "yep, he's doomed."

….

Howell takes GreyMatter to his home, where he has installed a very elaborate security system. Cameras are positioned throughout the home, while security lasers prevent entry. He then voice commands the lasers off to open up his entry.

Howell, "Howell Wayneright."

His footprints leave behind water, which are then cleaned up by robotic vacuums. He then sets the cooler onto the counter and commands the lights on and to prepare dinner. His pet cat then shows up to toy with the cooler, but Howell says, "no! This isn't a toy. This is the discovery of the century!"

….

In the RV, Gwen and Max are searching for where Howell had taken GreyMatter. Gwen, "by the time we find them, GreyMatter should eventually return to normal and able to escape on his own. Right?"

Max, "but he should have already done so by this point. Something must be wrong with the Omnitrix."

Gwen, "well, GreyMatter has an advantage because of his intelligence. Maybe by the time we find him, he'll have escaped?"

Max, "we can only hope."

….

Back at the house, Howell questions GreyMatter as he's sealed in a glass jar so he can't escape.

They ask, "what galaxy are you from?"

GreyMatter doesn't know, despite his intelligence.

GreyMatter, "look buddy, I don't even know the name of my species, let alone my home planet. Just you wait until I get big!"

Howell continues to stare, and GreyMatter suggests, "take a picture. It will last longer."

Howell eventually takes his advice, since he needs proof of GreyMatter anyway.

He goes over and grabs his camera, taking several snapshots of GreyMatter.

Now that he has pictures, he calls up something called the Organization, which is headquartered at a castle, and sends them what he found.

Howell says to their leader, "I finally have evidence. These pictures are of an extraterrestrial creature I found at a local water park."

The leader, named Enoch, has a cowl, armor, and an elaborate mask, so his appearance goes unseen.

He has little patience with Howell, but reacts to the images he has just sent, "for once, your escapades have come up with results, Howell. We will need to study the specimen in much closer detail. We will be sending over some of our men to escort you to our base of operations…."

Howell, "yessir!"

….

Still in the jar, GreyMatter spots Howell's cat. He gets an idea, and lures the cat by saying, "here kitty kitty! I taste just like chicken!"

The cat knocks over the glass jar to get to GreyMatter, but ends up breaking it, allowing him to escape. The cleaning robots then show up to deal with the mess, leaving GreyMatter between the two. He then hops over the cleaning vacuum, and runs into the hall. Howell shows up during the chase, not knowing what just happened. He talks to himself saying, "imagine how famous I'll become after people recognize me as an alien discoverer. Howell Wayneright, the scientist of the century."

He then walks into the room where GreyMatter was once held, finding him missing. Meanwhile, GreyMatter is in the kitchen. He climbs up the cabinets and finds a phone on the counter. He uses it to call Gwen.

Gwen, "hello?"

GreyMatter, "Gwen! It's me, Ben!"

Gwen, "Ben? Wait, you haven't turned back yet?"

GreyMatter, "no. Something's wrong with the watch right now."

Gwen, "where are you right now?"

GreyMatter, "I am approximately the size of two football fields away from where the water park is located, in a house that is comprised of-"

Gwen, "brainiac! How about a street name?"

GreyMatter, "oh, yeah, it's Ripley S-"

But he can't tell her the full name because he puts his hands on the window, and triggers an alarm and a steel shutter on the window!

GreyMatter dodges the shutter, but knocks the phone over, breaking it and ending the call.

GreyMatter is then cornered by Howell. He tries to grab him, but climbs up his shirt. Howell tries to reach for him, but GreyMatter then leaps from his shirt and climbs inside an air vent. Howell grabs GreyMatter before he goes any further, but he bites his hand to make him let go.

….

Meanwhile, Gwen and Max are forced to sort through all the houses on each street with Ripley in the name.

….

Inside the vents, GreyMatter wonders aloud to themself.

GreyMatter, "what's wrong with the Omnitrix? Hmm, it must have shorted out at the water park, most likely from going into the water, combined with slamming the dial on the pillar. That and the moment when I transformed, must have locked me into this form…. Probably a misfire with the amino acid sequence interacting with the circuitry in the faceplate…. Heh, it's nice to be smart."

….

Howell won't give up, though. He turns the vent fans on to blow GreyMatter out. He then gets taken for a short ride until he grabs a ceiling grate. He opens it, and Howell spots him and tries to hit him with a broom. GreyMatter dodges the attacks and jumps into the sink.

Howell says, "I can't afford to lose you!"

He turns the faucet on to flush him out. The rushing water then pushes GreyMatter through the pipes and into the toilet, disgusting him.

GreyMatter, "ugh. This is so gross!"

….

Meanwhile, in the neighborhood, Gwen and Max split up to begin searching the houses. Max was repelled by a sprinkler and Gwen got scared away by a spider, leading them back into each other, so they gave up in favor of searching with the RV.

….

Back at Howell's house, Howell is using his security cameras in his home to find GreyMatter. He eventually finds him at the main power switch, which GreyMatter uses to leave Howell's home in darkness. Howell continues his search with a flashlight, and GreyMatter eventually finds a way out. He heads to the chimney looking route, and it attracts Howell as he opens it. Howell then starts to smoke GreyMatter out as he climbs!

GreyMatter, "cough, cough, come on man! Woah!"

GreyMatter loses his grip and Howell succeeds in catching him into a fish net.

Howell, "you're not getting away this time!"

He then confines him in a compartment, along with his collection of alien figurines. GreyMatter sarcastically comments, "wow, imagine how many friends you must have?"

Howell, "it won't matter after I make a fortune. I'll be world famous for discovering alien life!"

GreyMatter muttered, "oh, if only you knew."

The Organization then shows up. They look like knights in trench coats and fedora hats.

Howell greets them at the door saying, "welcome gentlemen. I have the alien locked up tight."

Three henchmen were sent to see his discovery, and brought in a small, electrified container with them.

Howell then showed them Grey Matter, saying, "here he is. Let's get him to the others."

They promptly stuff GreyMatter into the container, leaving with the Organization.

….

As Gwen and Max continue their search, they seem to have found Howell's car, though he parked his car in the garage. Max decides to forget knocking in favor of breaking the door down. However, it was not the right house.

An elderly woman in a wheelchair comes to the door with her dog.

She yells, "sick 'em Bruno!"

Max wrestles with the dog as Gwen watches, but then she spots men shoving Howell into their car on the other side of the street.

Howell drops his phone as he's pushed in.

Gwen, "Grandpa! They're getting away!"

Max touches the dog's head and puts it to sleep, impressing Gwen.

Gwen, "woah, where'd you learn that?"

Max, "in my line of work, you pick up a few things. Now come on!"

Since they don't know where they're going to, they decide to find out by investigating Howell's home.

….

Inside the Organization's car, GreyMatter is not excited about the situation.

GreyMatter, "ya know, I think that these guys are more trouble than you are."

Howell, "well you're in the cage and I'm not. So you don't really get an opinion right now."

They arrive at the castle, the men then shove Howell out of the car, and lead him and GreyMatter inside.

….

Meanwhile, Max notes Howell and the old lady's similar cars.

Max, "good thing they live in the same neighborhood."

Gwen finds Howell's phone and goes through the pictures of Grey Matter, all showing him to be rather sad.

Gwen, "jeez. He looks miserable. No-one does this to my cousin and gets away with it!"

Max, "I have an idea. We can get an address from the call history if we do a reverse trace on the numbers."

Gwen starts to appreciate his sneaky side as she says, "great idea. Let's hope this works…."

….

At the castle, the men lead Howell to see Enoch and his scientists.

Howell, "so, um, how will we spread the word of this amazing discovery? Radio shows? Joint news conferences?"

He hands GreyMatter to the scientists as the henchman merely glanced at Howell.

Howell, "what? What'd I say?"

Enoch, "we would rather keep the discoveries to ourselves. Such a find is useless with the general public."

Howell, "what? You can't do this! We've made the discovery of the century! The world needs to know about this!"

Howell is grabbed by the henchmen as Enoch says, "you and many others like you are disposable, take him away. And make sure he doesn't talk."

Howell, "what're you gonna do with the alien?"

Enoch, "we will be running some tests on them."

As GreyMatter is carried away, he says, "I've never been good at tests! Or even quizzes!"

Howell is taken out of the room and thrown down some stairs. As he gets up, he shoves one of the henchmen into a closet and runs as fast as he can to where the scientists are.

Howell, "they can't do this! They can't do this to me, or that alien!"

….

Outside, a guard is patrolling with a spear. It's no ordinary spear though. It seems to have an energy weapon equipped to it.

Max and Gwen are sneaking around as Gwen asks, "who are these guys?"

Max, "the Forever Knights. They're a secret organization dedicated to collecting alien technology. And they've been doing this for decades, maybe even centuries."

He then sees Gwen's confused expression and he then covers it up by saying, "I picked it up somewhere when I was on the job. You learn a lot of strange things traveling around for so long."

….

Inside, GreyMatter is taken to a lab. The scientists have made a doll of him, strapped onto an operating table. Various cutting lasers attached to the table cut the doll apart, scaring GreyMatter.

The scientists then prepare to do the same process on him.

He says, "don't bother with the slice and dice. I'm just as gray on the inside as I am on the outside!"

But this falls on deff ears as they strap him down.

….

Meanwhile, Gwen and Max make their way inside the castle walls by using a nearby tree. A guard eventually spots them. Max goes on with the attack, knocking off his spear. He does well in the fight, but is soon overpowered. Gwen, however, was able to knock the guard out with his own spear, and hit him with a ball of electricity that knocked them out cold!

Gwen, "God, I love having these powers."

….

Outside the lab, an unknown assailant dressed as one of the knights knocks one of the scientists out as he prepares to enter. Whoever knocked him out takes his suit and goes inside. The other scientist is about ready to dissect GreyMatter.

GreyMatter, "please! Don't do this!"

He is terrified as the impostor scientist suddenly knocks the real scientist out.

GreyMatter, "what the-?"

The imposter reveals himself as Howell and says, "aliens are people too! Well, sorta. The point is, I'm getting you out of here."

He then uses the lasers to free GreyMatter. More scientists show up to stop him, so he uses the extending arms the lasers are attached to knock them away. He tries to get away with GreyMatter, but is tackled down and drops him. GreyMatter escapes as Howell wrestles with one of the scientists.

….

In the hall, GreyMatter runs into Gwen's leg.

Both are surprised and happy to see each other.

Gwen, "Ben!"

GreyMatter, "Gwen!"

Gwen picks up GreyMatter and hugs him.

Max, "we should save the family reunion for later. Right now, we've gotta get out of here."

Sneaking through the castle and dodging guard patrols, they eventually find their way to a storage room. Within it is much of the alien technology that the Organization has collected. It's arranged in a circle around a large device in the center.

GreyMatter's, "this stuff they've collected must be incredibly valuable, powerful, or both, in which case, they don't know what they've been dealing with."

….

Meanwhile, Enoch is ordering his men to recapture GreyMatter, yelling, "find the alien! Before it escapes our grasp!"

….

GreyMatter, "we need to destroy everything. We can't let these guys use any of this technology!"

Suddenly, several guards show up, along with Enoch and Howell in custody. The three take cover near the large device in the center. Thinking to himself, GreyMatter comes up with a plan.

He shouts, "Gwen, Grandpa, grab some of the alien technology, a hyper core and a capacitor to be precise."

They hesitate at first, but comply when GreyMatter says, "it's not Ben talking, it's GreyMatter. I know what I'm doing!"

One of the guards catches them as they retrieve the parts, but Max takes his weapon and holds the others at bay. Max provides cover fire.

GreyMatter, "you guys gotta get out of here! I can activate the device, I'll meet you outside."

Max and Gwen leave, albeit worried for Ben.

With Gwen and Max gone, GreyMatter activates the device, which powers up and starts releasing energy. Enoch seems to understand what it's doing.

Enoch, "no! The reaction will decimate the castle! Everyone evacuate! Except you Howell, I'm tired of dealing with you!"

The Organization departs and GreyMatter climbs out of the device. The Omnitrix finally times out and GreyMatter reverts back into Ben. Howell misses the revert, so he's confused when he finds Ben.

He asks Ben, "where did the alien go?!"

Ben, "I promise to explain once we escape!"

Howell accepts his statement and aids Ben in pulling his hand out of the device. The two then escape the castle just before the alien device collapses it into what appears to be a miniature black hole.

The two run towards Gwen and Max.

Howell asks, "did any of you see where that alien went?"

Gwen, "alien? What alien?"

Ben, "I didn't see an alien!"

Annoyed, Howell says, "ah, forget it. I'm done with chasing aliens. If it gets me into this much trouble, I'm going back to building kitchen appliances!"

Ben, "wait!"

Howell looks at Ben as he says, "I think I saw the alien. He said, 'thank you for freeing him.'"

Howell actually smiles as he departs back home.

….

Later, the trio is back at the RustBucket as Ben says, "oof, I'm happy to be big again."

Gwen, "well, you're still not that big to begin with."

Ben, "do NOT make me go FourArms on you, miss magic hands!"

Bwn slams his hand on the table, but the Omnitrix suddenly releases an audible as well as visual charge, interrupting them.

Ben immediately claims, "I didn't do anything!"

Gwen, "we gotta get that thing fixed."

Ben, "agreed."

….

Meanwhile, we see Enoch in his car. There's a great deal of electronics installed in it, including a computer. Profiles of Ben, Gwen and Max are on the screen.

Enoch orders his men, "find out everything there is to know about these three. This. Isn't. Over…."

Chapter Text

We once again see the Tennyson's out and about. This time; in New York City!

They are staying at a nice hotel. There's a store there, where VIP's get to test the newest game in the Sumo Slammers series.

Ben is currently looking at the display for the said new game.

Ben, "woo hoo! The new Sumo Slammers video game is in there."

Ben tries to get in, but a security guard blocks his path.

Security Guard, "pass?"

Ben, "uh, I must have left it inside. I'm one of the game pros testing out the system."

Security Guard, "a likely story. Sorry kid. It's VIPs only."

Ben looked irritated, and his gaze went down to the watch.

Max, "Ben, I know what you're thinking, so no sneaking back in there."

Ben, "I won't."

Max and Gwen, her contacts on, walk away as Ben hides, pulls up his wristband, dials and transforms into GhostFreak.

GhostFreak, "but he will. Hehehe."

GhostFreak sneaks into the store and holds the Sumo Slammer controller in hand, "ultimate sneak-neak for the ghost with the most freak."

….

Max realizes Ben is gone and calls out, "Ben? Ben!?"

Gwen, "uh oh…."

….

Back with Ben, the game screen is displaying a high score of 500,000 and exclaims, "yes! New high score."

That's right when GhostFreak transforms back, and the security guard shows up behind Ben, "what do you have to say for yourself kid?"

Ben quickly pulls his wristband back over the watch, "ugh…. Game over?"

….

We see the Tennyson family standing outside of the hotel as Max barely caught his briefcase when it was thrown at him.

The guard yelled, "and stay out!"

He slammed the door as Gwen glared at Ben and said, "nice work, dweeb. I didn't even get a chance to take a real shower in there!"

Ben gave a remorseful look at what he caused.

….

Later, we see Max scolding Ben for his actions at the RV.

Max, "you can't keep doing things like this Ben! You've got the most powerful thing on Earth on your wrist, and you use it to constantly break the rules!"

Ben, "hey, this is my vacation, too. You can't always tell me what to do. You're not my dad!"

Max is shocked, as well as hurt as he says, "w-well, i-if I was I'd…. Look, I'm going back to the hotel to see if I can get at least some of my money back or get our room back. I'll be back in a few minutes."

Ben walks over to the sleeping area and says, "don't hurry."

Max walks out with a sad expression, wiping his eyes of tears that threatened to stream forth.

Gwen looks at her cousin and says, "nice job, jerk. You don't care about anyone but yourself."

Ben, after his argument with Max, "eh, he'll get over it. Ugh, it's not fair. Not fair. Totally not fair."

Gwen flicks her finger, and Ben gets shocked, making his hair stand up for a minute.

Ben, "ow!"

Gwen, "well, I'm glad to see you're handling things so maturely", just then, Ben walks out, "where do you think you're going?"

Ben, "where does it look like? Out!"

Gwen, "Ben! Get back here!"

Ben, "sorry. I don't speak, dweeb!"

Gwen, "ugh! You're gonna be so grounded", Ben continues to ignore her. She sighs and says, "next summer, I'm going to sleep-away camp."

Gwen follows her cousin, in order to keep him out of trouble.

….

Later, Ben is at an arcade, playing a video game.

He loses and says, "game over? That's not fair! The game just started. This thing ate my tokens!"

Clerk, "read the sign, kid. It said: 'play at your own risk.'"

The clerk walks away, leaving Ben in an angered state as he calls out, "this place is a rip-off, you know that?"

"You're right. The games here suck."

Ben turns his gaze to see who spoke. Standing there was a boy a year older than him, shaggy black hair, a sleeveless black shirt, torn jeans and scuffed up shoes.

Ben, "heh, yeah, but not as bad as his breath. Major case of sewer mouth on that guy."

The other boy laughs and says, "you're funny, you know that? Here, you owe me one", he touches the machine with a spark in hand, and uses some strange powers to cause the arcade machine to spit out tokens!

Ben, "whoa. How'd you do that?"

The boy, "I've got some skills."

As Ben goes to grab the tokens, Gwen approaches.

The boy smirked and said, "hey cutie."

Gwen got a slight blush as she said, "b-bug off creep! Ben, we can't take those. They're not ours."

Ben, "they are now", he picks up a handful of tokens and says to the boy, "thanks dude. I'm Ben. Ben Tennyson."

Kevin, "Kevin. Kevin E Levin."

Gwen, "what does the E stand for?"

Kevin, "ugh. Ethan. I didn't get your name, cutie?"

Gwen, "G-Gwen. I'm his cousin."

Kevin, "oh? He's lucky he gets to see such a cute face every day."

Gwen blushes as Ben says, "you call it luck, I call it karma."

Gwen growls at her cousin, making the boys laugh.

Ben, "hey, you wanna play some air hockey?"

Kevin sees some gang members walking up and says, "nah. Sorry. I Gotta bail. See ya later. And hopefully soon for you, cutie."

Kevin dashed away as Gwen, blushing, said, "h-he's total trouble. W-we shouldn't talk to him anymore."

Ben, "he seemed okay to me. And I saw you blush."

Gwen, "w-whatever."

Outside of the arcade, we see the bullies approach Kevin and say, "long time, no see."

Bully 2, "where ya going, freak? Home to recharge your batteries?"

Kevin growls as his hand riches the wall behind him, and actually starts turning into concrete!

Ben walks out of the arcade and over to them and says, "need some help?"

Bully 1, "he's gonna need a lot more than you", he tosses Ben away and yells, "now beat it, twerp!"

Ben, "oh yeah? Well, I've got some skills, too", he runs off to use the Omnitrix.

Gwen spots this and says, "Ben, don't!"

Too late, as Ben transforms into XLR8 in the same green light as usual!

Kevin, "so, how's the hangout? Still trashed like I left it for ya?"

Bully 1, "yeah, and you're gonna pay. You can't take us all alone, freak."

XLR8, "but I can."

They all turn to see the speedster alien standing before them.

Bully 2, "haha! Little early for halloween, dude, isn't it?"

XLR8 runs forward and punches the first gang member and runs off, "where'd he go?"

XLR8 beats up two of the three remaining gang members, then stops next to the last one.

XLR8 opens up his mask and says, "trick or treat?"

The gang member screams and runs away as XLR8 waves and then leaves.

….

Later, after Ben helped Kevin, Gwen said, "I can't believe you went alien."

Ben, "hey, he helped me, so I helped him. You wouldn't get it, and neither would Grandpa. That's the problem."

Just then, Kevin walks up to them and says, "hey, you see what that speed guy did to those losers?"

Ben, "yeah. The dude's name is XLR8. In fact, we're pretty tight."

Kevin, "so cool. Hey, you want a tour of New York? My treat."

Gwen, "Ben, if you keep Grandpa waiting any longer, he's going to pop another gasket. We gotta go. Like now, Ben."

Ben, "don't you mean you have to go?"

Kevin, "what's the matter little lady? Don't wanna hang out?"

Gwen, with a slight blush on her face, says, "ugh! Forget it. You're on your own."

She walks away.

Ben, "good. That's the way I want it."

Ben walks away with Kevin. Little do they know, Gwen turns to look back at them before continuing on.

A while later, we see the boys walking through the city.

Ben, "so, how'd you get your powers?"

Kevin, "I was born with it. I'm like an energy sponge. Motors, air conditioners, lights, batteries, whatever. Soak it up and dish it out when I have to…. Or want to. I can also cover my body in certain elements. Watch!"

Kevin presses his hand to a wall; and his hand turns to brick for a few seconds before it turns back to normal.

Ben, "woah, that is so cool."

Kevin, "yeah. A lot of practice with these skills."

Ben, "my cousin can use magic. But she's still getting the hang of it."

Kevin, "awesome. Now come on. I'll show you where I live."

Later, we see Kevin has taken Ben to a large room in an old subway station.

Ben admires Kevin's subway home, "you live here?"

Kevin, "yeah. All by myself."

Ben, "what about your family?"

Kevin, "back over in another state. I left after my dad died."

That made Ben feel bad for Kevin as he said, "jeez. Sorry, dude."

Kevin, "it's cool. It just means I don't answer to anybody."

Ben, "sounds good to me. So why was that gang after you?"

Kevin, "I kinda trashed their hangout under the 39th Street bridge. What about you? Sounds like your grandpa's pretty steamed at you."

Ben, "heh, like usual, and all I did was sneak in and play the new Sumo Slammer video game."

Kevin, "wait, you mean the one that won't be out until next Christmas?"

Ben, "yeah."

Kevin smiles, thinking of something.

….

Back with Max and Gwen.

Max is asking Gwen angrily, "where's Ben?"

Gwen starts laughing nervously and says, "yeah. About that. He ran off with some kid named Kevin."

Max, "Kevin? Wait, was their last name; Levin?"

Gwen, "y…. Yes! Kevin E Levin. Wait, Grandpa, do you know who Kevin is?"

Max, "I've been looking for him for years! We've gotta find them both!"

Gwen nodded as Max quickly began driving.

….

Ben and Kevin go to a warehouse by the docks. Both are wearing black masks to hide their faces.

Kevin, "I got a tip about a new shipment that just came in", he uses his power to short out the lock, "help me kick in the door."

Ben nods as he and Kevin kick in the door, setting off the silent alarm; the warehouse is filled with Sumo Slammer game crates.

Ben, "whoa. Awesome."

In reality, Ben felt a little guilty about what they were doing.

Kevin is opening a crate as he says, "check it out. Wait's over, dude."

Ben, "yes", just then, they see the police fire tear gas into the room. Ben asks, "what do we do?"

Kevin, "get out of here!"

They hear a cop yell, "freeze, punks!"

Kevin finds a forklift and uses his power to activate it.

Kevin, "time to rev things up", he runs the forklift into the cop, knocking them into some crates and yells to Ben, "let's go."

The police cut Ben and Kevin off as they try to escape.

Ben, "great. No way out."

Kevin, "any ideas?

Ben, "only one, but can you keep a secret?"

Kevin, "sure, why?"

Ben pulls down his wristband and starts fiddling with the Omnitrix as Kevin asks, "what are you doing with your watch?"

Ben transforms into StinkFly; Kevin stares in awe, then recoils at the smell, "ugh! You reek!"

StinkFly, "yeah, I know!"

As StinkFly is carrying him, Kevin exclaims, "oh, yeah! And people call me a freak. How'd you do that?"

StinkFly, "talk later. Fly now!"

They manage to evade the police when they take to the air, and soon get back to Kevin's home.

Ben transforms back to normal as Kevin says, "so that watch lets you do that dragonfly thing whenever you want?"

Ben, "and not just that one. It sends out this special energy so I can turn into eleven different aliens."

Kevin, "eleven? Heh, so the speed guy at the arcade was you."

Ben, "uh-huh."

Kevin, "I'm Kevin E Levin, you've got eleven aliens; you're the man! Show me what other aliens you can morph into!"

Ben, "it's not that simple. It has a mind of its own."

Kevin, "give me it. Maybe I can make it work."

Ben, "I can't. It's stuck on my wrist. Has been since I found it."

Kevin, "we should be partners. Between the two of us, with our powers, we could do whatever we want whenever we want. We'd totally cash in. Whadda ya say? Friends?"

Kevin holds out his hand, and Ben shakes it.

Ben, "friends."

A little later, Ben decides to show Kevin how the watch works, transforming into BuzzShock for the first time. The little alien went to some old vending machines in Kevin's home and managed to reactivate them, letting the two of them drink a number of sodas and eat a number of chips from the machines after Ben transforms back.

….

Later, we see the boys arrive at some tracks of some kind.

Ben, "what are we doing here?"

Kevin, "a money train loaded with cash comes down this track, so when it crashes into the oncoming passenger train, boom! Instant jackpot. You turn into that XLR8 guy and we're out of here!"

Ben, "what? Wait, but hundreds of innocent people will be killed if we do this."

Kevin, "hey, no pain, no gain."

Kevin switched the tracks using his powers.

Ben definitely doesn't like Kevin's plan to crash the trains, "you can't do this."

Kevin, "sure we can. I just switched the tracks."

Ben, "I mean, I'm not going to let you do this, Kevin."

Kevin, "we shook. We're partners. Friends. Remember?"

Ben, "no. This is going way too far. We can't just hurt people like this!"

Kevin, "then try and stop me, watch boy."

Ben whispers to himself, "you don't care about anyone else but yourself…."

Kevin, "oh, are you talking about me?"

Ben, "no. I'm talking about me. I've been thinking about myself. I hurt people I care about. No more. I'm not like you!"

Kevin, "oh, you do not want to make me mad!"

Ben, "me neither. I'm switching the track back. Time to go; FourArms!"

Ben pulls down the wristband and hits the watch, but the Omnitrix transforms Ben into HeatBlast instead.

HeatBlast, "ugh. Stupid watch. I gotta fix this glitch. Move back!"

Kevin, "or what? You're going to burn my dinner?"

HeatBlast, "fight me, and you're the one who's gonna be burned."

HeatBlast sends a blast of fire at Kevin, but he absorbs the power and says, "psyche. I absorb energy, remember?"

Kevin runs at HeatBlast and grabs his arm! The two are engulfed in light for a moment before they separate.

Kevin's body begins to transform, until his arm and head look like HeatBlast's!

HeatBlast, "you don't have to do this, Kevin!"

Kevin, "oh, I know. I just want to!"

He attacks Kevin, who dodges and hits Heatblast with a fireball!

Kevin, "it's time I got what's coming to me. Nobody's calling me a freak anymore", as the trains approach, he says, "payday."

HeatBlast sees this and desperately tries to switch the track while dodging attacks from Kevin.

….

As Max is driving the RV, "of all the stunts Ben's pulled, this is the worst. When I find him…."

Gwen, "ohh, I should really be enjoying this. So why aren't I?"

They hear a radio announcer say, "-and expect delays on the uptown subway line near 51st Street. There have been reports of fires breaking out all over the tunnels."

Gwen, "fire? Grandpa…."

Max, "I know."

Max does a u-turn as the RV speeds towards the subways.

….

The Omnitrix beeps, preparing to shut down.

HeatBlast, "oh, man. I hate that sound."

Before the watch times out, HeatBlast manages to switch the tracks as he jumps onto the train as he times out!

Kevin is enraged over his train crash plan failing, "forget the money. Time to get some priceless revenge!"

….

Ben, holding onto the train, says, "come on. Hold on!"

Max drives up beside the train, honking and opening the awning on the RV.

Ben, seeing a rapidly approaching gate on the train, "oh, that's gonna hurt."

He jumps onto the RV's awning!

Gwen, "nice catch, Grandpa."

….

We see Kevin attacking the bullies, destroying their hideout.

Bully 1, "uhh, Kevin. We can work this out.

Kevin, "I don't think so…."

….

Max is scolding Ben on the RustBucket as they drive.

Max, "are you ever planning on listening to me? None of this would have happened if you'd just obeyed me from the beginning. It's all about trust."

Ben, "you're right, okay? I'm sorry. I don't know what it is, but I'm just a selfless jerk. But you've gotta trust me now Grandpa. Kevin's probably misusing HeatBlast's power right now."

Gwen, "Grandpa, Ben's right. There's no telling what he could do now."

Max, "okay, so where is he?"

Ben, "I think I know. The 39th Street bridge."

Max, "we've gotta stop Kevin before he causes any more damage."

Ben, "how do you know Kevin? Gwen said you knew him?"

Max, "I'll explain that later. For now; let's just worry about getting to that bridge."

Max yells at the traffic, "move it."

Ben, "I'm goin' StinkFly. I'll see you at the 39th Street bridge."

Ben once again pulls down the wristband and activates the watch

But the Omnitrix transforms Ben into FourArms instead of StinkFly.

FourArms, "great, now I turn into FourArms."

Gwen, "you really gotta work on that glitch."

FourArms, "so I've noticed…."

….

Kevin has pinned the gang under a large pipe, "ha! So much for your gang!"

Suddenly, HeatBlast's power dissolves from Kevin, turning him back to normal!

Kevin, "huh, what's going on?"

FourArms suddenly lands behind Kevin and says, "your powers are gone."

Kevin, "looks like you're about to give me some more, Ben."

FourArms, "yeah, I don't think so, Kev."

Kevin, "you don't have a choice", he charges his hands, "I've still got enough juice to fry these guys."

FourArms, "no!"

FourArms grabs Kevin before he can fry the gang!

Kevin, "gotcha!"

Kevin absorbs FourArms' power, transforming his upper body to look like the red alien!

Gwen and Max soon arrive and help the gang members escape, Gwen using her magic to keep any debris from the fighting from hitting them, as FourArms and Kevin fight, the former's helmet forming as they begin trading blows.

Max, "moving day. Get out."

Kevin, "this is gonna be real fun."

FourArms, "tell me about it."

FourArms and Kevin continue trading blows, as Kevin keeps taunting Ben.

Kevin, "I'm taking all your alien powers.

FourArms then hears the Omnitrix beep, "no!"

He quickly beats up Kevin as fast as he can before the watch times out, knocking Kevin into the wall!

Kevin, "come on, I give, I give! I'm sorry! Please, just lighten up."

Ben, after reverting back to human form and putting the wristband back into place, "I just did…. By about 300 pounds."

Kevin, "I guess I went too wild with power. I don't have anyone else like you to help me."

Ben, "we can still be partners. We'd just be kicking butts for good, instead of for ourselves. You could hang with us."

Kevin, "what's in it for me?"

Ben, "for starters, people will like you. People who know what it's like to have strange abilities."

Ben holds out his hand. Kevin seems to consider the proposal as he holds his hand out, but grabs Ben's hand roughly!

Max, "Ben!"

He starts running to Ben and Kevin!

Kevin, "oh, man. You are so dim", Max attacks him, but is thrown back, "did your mommy drop you on your head when you were a little baby? Now give me that watch!"

Ben, "you're the one who's dim. I told you I can't."

Kevin grabs the watch as his hands spark with power.

The Omnitrix emits an energy explosion, blowing both Ben and Kevin away, and reverting him back to normal.

Kevin tries attacking again, but can't! His powers are seemingly gone! Kevin, realizing his powers disappeared, yells, "no!"

Kevin runs off as Max calls out, "Kevin! Wait!"

But it's too late, he's gone….

….

Later, our trio us back on the RustBucket and in front of the hotel.

Ben, "I'm sorry, Grandpa. For everything."

Max, "I know you are. You're my grandson and nothing will ever change that, but my trust is something you'll have to earn back."

Ben, "I will Grandpa. I promise. Even if it takes the rest of my life."

Max smiles as he rubs his grandson's shoulder in appreciation at the promise.

Ben, "and I'm sorry for what I said. You may not be my dad, but I'm proud that you're my Grandpa."

Max smiles as he pulls Ben into a side hug.

Gwen, "so, Grandpa, how do you know Kevin?"

Max, "sigh, I was friends with his father, Devin Levin. Devin died in an accident, and I promised him I would help Kevin's mother look after him. But Kevin ran away after she remarried a few years later. I've been hoping to find him ever since. I hope that he finds his way."

Gwen, "so do I."

Ben makes kissy faces as Gwen thwacks him across the head.

As Ben rubbed the back of his head, he noticed the guard from the hotel standing outside of said building.

Ben suddenly had an idea and said, "guys? Can we stop for a second? I've got a mistake to fix…."

….

We later see Gwen happily going to the hotel spa as Max walked over to Ben, who was mopping the floor.

Max, "it was really kind of you to offer to mop the lobby in return for getting our room back."

Ben, "hey, if I wanna earn some trust back, I had to start somewhere."

Max smiled and patted Ben's head.

….

We see Kevin, still alive and smiling as he said, "oh, if they thought I was a freak before, just wait…."

His hand catches fire and he laughs maniacally!

This won't be the last we see of Kevin E Levin….

Chapter Text

At an old, abandoned apartment building, a man named Bob is knocking the building down with a wrecking ball.

Bob, "man, do I love getting paid to smash things."

While Bob works, a bluish-skinned looking man in ragged clothes named Clancy steps out of one of the holes made by the ball. Insects swarm all over his body, and it seems that he doesn't mind.

Clancy, "the bugs are a part of me."

Joe, Bob's boss, notices what Clancy said and orders Bob, "stop! There's a guy up there!"

Clancy, "leave. Now!"

Bob replies with a chuckle to his statement, and tells Clancy, "the building is set to be torn down by the order of Councilwoman Liang."

Joe agrees with Bob, and tells Clancy that, "this place has gotta come down, whether you like it or not."

Clancy is infuriated and releases a swarm of wasps from his sleeves.

The bugs chase down Bob and they lift him up to Clancy.

Bob, "please, put me down!"

Clancy, "as you wish. But just know, if anyone else comes poking around, they will feel my wrath!"

He sends Bob down to the ground, making everyone run off!

….

In another part of the city, a criminal is speeding through the streets riding a hot rod, confident that he won't be caught. In the RV, Gwen spots someone and goes to tell Max. Gwen has her contacts in, and now has a purple/black hoodie tied around her waist, with the Lucky Girl mask in her pocket. She had gotten this new updated version of her costume shortly after dealing with Kevin.

Gwen, "I see them!"

Max, "you sure?"

Gwen, "yep, they're speeding away and everything!"

Ben as Upgrade passes by, merged with a motorcycle. The criminal cuts through the traffic, and Upgrade decides to take a different route by driving on the sidewalk.

Upgrade, "excuse me! Coming through!"

During his chase, a car-transporting semi cuts Upgrade off, though he gets by, simply by using the back of the truck as a ramp. The criminal notices Upgrade closing in, and he speeds up. Another RV moves into the street intersection once the street light changes, and Upgrade tips on his side to avoid a crash. He eventually catches up again with the criminal and uses his blaster to blow up the criminal's trunk, and all the money he stole goes into the air.

Upgrade, "some people just can't hold onto their money."

Upgrade then creates spikes on his wheel and rams hard into the tire of the criminal's car, causing him to crash. Upgrade drives next to the criminal, who notices that no one is driving it, and he can't believe it. Upgrade then spews exhaust into the criminal's face and the police show up, at the point where Upgrade leaves. He goes around the corner, and spots a nearby ice cream truck.

Upgrade, "well, I did just nab the bad guy", he emerges from the motorcycle and opens the truck, "now we're talking!"

Upgrade climbs in and closes the door, eager to enjoy some frozen treats.

….

The criminal is trying to explain what he just saw to the police, and they don't believe his story about a motorcycle without a driver.

The criminal, "I'm telling you; the dang thing had no driver! It was moving on its own!"

One cop says, "this guy's a loony."

Another says, "watch it chief, my mama's half loony."

Meanwhile, Max and Gwen are looking for Ben.

Max, "Ben?"

Gwen, "where are you?"

Gwen eventually finds the motorcycle near the ice cream truck and assumes that Ben is somewhere around there. They find Ben inside the truck, shivering and looking pale. He also has a runny nose.

Max, "Ben, are you okay?"

Ben replies with a sneeze.

Gwen, "I'll take that as a no…."

….

Later in the RV, Max takes Ben's temperature. The thermometer reads 101 degrees.

Max, "well, that confirms it, you have a summer cold."

Gwen, "maybe think before you act?"

Ben sneezes and nearly uses Gwen's new blouse as a tissue.

Gwen, "hey!"

Ben, "like you said, think before you act."

Gwen, "okay, I guess I deserve that."

Ben grabs a tissue instead.

Gwen then pulls out various medical supplies, including a hospital mask.

Ben, "oh, come on. I don't need any of that."

Gwen, "you've got a cold. We don't want it to spread to anyone else. If that happens, we'd probably have an epidemic."

Ben, "I could just stay in the closet until I feel better."

Gwen, "as funny as that would be, no."

Max, "what you need is some medicine. And I know just the thing. My famous San Ju Yen Pien cold medication. We can get the needed ingredients in Chinatown."

And with that, the trio are on their way to Chinatown.

….

In Chinatown, a celebration is occurring. A dragon dance is taking place, as well as a parade of people in costumes.

Ben, Gwen, and Max leave a store just after the parade passes.

Max, however, is unhappy for not being able to find fresh potaigadon root, since it's freeze-dried these days.

Ben, "can't I just get a milkshake for my sore throat?"

Max, "the stinkweed honey in the San Ju Yen Pien will do the trick much faster", he takes a whiff of the medicine, "the odor is repulsive. That's how you know it's the right stuff."

Ben smells it and cringes.

Gwen, "where'd you learn the recipe for this stuff?"

Max, "I learned the recipe from Guangdong, China."

Gwen, "wait, you've been to China?"

Max, "of course. There's plumbing all over the world, ya know."

On a nearby platform, a woman named Councilwoman Liang is thanking everyone in a crowd of people for their support of her redevelopment program.

She says, "it's a dream come true, to see the homes and shops of this area rebuilt for all of the great people in the area."

Her speech is interrupted by a swarm of wasps, and they scare off the crowd!

Clancy then flies up, riding on a cloud of wasps, "oh yeah? Well, I'll make your dreams a nightmare."

The wasps continue to chase everyone as they talk.

Clanc, "I won't allow anyone to tear down me and my companions' home!"

Liang, "you're that nut job that wouldn't leave the building! The workers told us all about you!"

Clancy, "well, I'm glad to make an impression", he orders his wasps to pick her up and he says, "I'm bringing you home for dinner. The main course for my little friends!"

….

In another part of the city, Ben decides to deal with the bugs. He pulls down the wristband prepares his Omnitrix, and transforms into WildMutt. Unfortunately, Ben's cold has spread to WildMutt. WildMutt's sensors become clogged with mucus. He's unable to track his surroundings, and runs about aimlessly, without regard to bumping on things.

Gwen, "what the heck is going on with WildMutt?"

Max, "his cold must be affecting his aliens as well. WildMutt can't see because of the mucus in his gills!"

Gwen, "well, he's gonna need a guide."

So she decides to be the guide for him, however, it doesn't work well. Her directions only lead her to be thrown into a fireworks stand and end up being trapped by stacks of boxes. It also knocks down one of the Chinese lamps on a nearby stand, starting a fire near the fireworks. Though Gwen struggles to move or try unsuccessfully to push the box that is trapping her off, Max is able to step in and save her by tipping a cart full of chicken dumplings onto the flame.

Gwen, "thanks for the save. I just hope that you don't mind smelling like chicken dumplings."

As WildMutt continues to run without caution, he has a trash can on his head and crashes into something.

Max, "this could be a problem."

Gwen, "there's no, 'could be', about it."

….

Later in the RV, Ben is unhappy about what happened as WildMutt.

Ben, "man, this cold is only making things worse!"

Max then hands him some more medication.

Ben smells it, again repulsed by it.

Max, "don't worry, it smells worse than it tastes…. Or it just may be the other way around. What I'm more worried about is how this cold will affect the rest of your aliens?"

Gwen, "it is curious. What, will RipJaws sneeze when he's out of water? Will BuzzShock not be able to fly around?"

Ben then drinks the medicine and isn't happy about the taste.

Max, "you should get used to the taste by the seventh dose."

Gwen is on her computer and says, "I think I found something about that guy with the bugs. It says his name is Clancy, and that apartment that's scheduled to be demolished is his only residence. His family had lived there for many years, but he was the only one who didn't leave after it got condemned."

Ben uses the distraction to hide the medicine Max gave him so he won't have to take it anymore.

Gwen, "he lives at 8610 Chester Street."

Chester pops his head up when he hears his name.

Gwen, "not you Chester. Go back to sleep."

The bird does just that as the RustBucket begins heading towards the address Gwen gave.

….

Inside Clancy's apartment, Liang is covered in spiders.

She has tears in her eyes and says, "please, let me go! Have some mercy!"

Clancy, "black widows. You shouldn't make any…. Sudden moves. Our grandfather built this building. We grew up here, me and my little friends. They're the only ones who understand. And no one is evicting us!"

….

Ben, Gwen, and Max then arrive at the building in the RV.

Gwen, "nice place to visit, hmm?"

The building isn't nice to live in. At all.

Max, "stay together. We don't want to get lost in this place."

They head inside, and the place is falling apart, with swarms of insects crawling through the rafters.

Max then finds an article on the wall. It reads; "bugs survive nuclear blast", and has appropriate pictures.

Gwen finds an insect nest and says, "they're close. Too close."

Max then notices that Ben is gone and wonders where he has gone again. They start looking, but a large shadow covers them. A large figure with four eyes and horns approaches them. They then find out that it's FourArms, his helmet up, trying to scare Gwen. But his skin is noticeably more pale orange, which says that Four Arms is suffering from the cold.

FourArms laughs and says, "you should have seen the look on your face! Achoo!"

Gwen, "ugh, that cold makes you smell almost as bad as StinkFly!"

They then hear screaming from the floor above. FourArms picks up Gwen and Max and prepares to jump through the ceiling. When they do, they notice that he has mutant hives on his underarms, larger and pungent.

Gwen, "ugh, so that's where the smell is coming from?"

Max, "it's your hives. The cold must have turned them into pus-filled pockets of-"

He then jumps to the next floor.

FourArms accidentally destroys Clancy's home

They find Liang still covered in black widows.

She says, "stop. Black widows. No sudden movements."

She can't yell, since that would cause a huge problem.

FourArms inadvertently takes care of the black widows when he sneezes, which covers Liang in mucus, disposing of the arachnids. Despite the nature of the rescue, she thanks FourArms.

Liang, "ugh, t-thank you."

Clancy shows up and says, "you're trespassing! Let's see how you deal with my little friends!"

He then orders an army of red ants to deal with them. They form a fist and punch FourArms.

Clancy, "I will rule mankind!"

The ants regroup and attack Max. He is then able to dodge them. At the same time, the termites devour the floor beneath Gwen, and leave her hanging on from a ledge. Luckily, Liang is able to save her. Meanwhile, FourArms gets back up on his feet, and attempts to attack Clancy. He rallies his ants again and they swarm on FourArms' legs. He scratches wildly at them, and ends up knocking over many of the building's support beams.

Clancy, "stop! You're going to destroy the whole place!"

Clancy then summons a swarm of wasps to protect him from the collapsing building. As FourArms continues to itch, Gwen immediately comments, "the building is collapsing!"

Liang, "we need to get out of here!"

But time has run out, and it collapses on top of them.

The building collapses completely and FourArms lifts up a rather large slab of concrete, shielding the others from the collapse and reverts to Ben as they all escape.

Clancy emerges from the rubble, covered with insects.

All the creepy crawlies have died while protecting him, which infuriates him. He then plans to exterminate the whole city, as he is now without a home.

He yelled, "no! No! NO! YOU'LL PAY FOR THIS! I'LL ERADICATE THE ENTIRE CITY!"

He calls out a humongous swarm of wasps to pick him up.

….

Liang, "this has been one of the strangest days in my whole life."

Gwen answers, "we've gotten used to these kinds of crazy situations."

Liang, "where's that large creature? I'd like to thank you for saving my life."

Ben, "um, we'll let FourArms know you're grateful."

Max, "can you find your way back home?"

Liang, "yes."

She leaves, as Ben begins to think about where Clancy went.

Ben, "where do you think that creepy crawly guy went?"

Max looks around, and spots the nuclear power plant.

Max, "Clancy said he wants to destroy the entire city. I think I know how he's gonna do it."

….

On the way to the nuclear plant, Ben is shivering in the RV.

Ben, "hey Grandpa, do you think you can turn the heat on?"

Max, "the heat's already on all the way on. Gwen, why don't you give Ben some of the San Ju Yen Pien?"

Ben would rather not drink it, so he lies and says, "uh, it's all gone. I drank it all. Hopefully it works soon."

Gwen, "hey, I found some information on the insects. Roaches can withstand a nuclear blast, wasps and bees operate in hives, ants act in a colony, and Clancy seems to have made himself the king or queen of them all."

Ben, "well, how do I get rid of them?"

Gwen, "well, anything short of an ice age, or a tanker full of pesticide, yet barbecuing them would probably be the best solution."

Ben, "well then I know just the chef to do it."

….

They soon arrive at the nuclear plant and search around for Clancy. The lights go off for a moment, and it comes back on, followed by an alarm.

Ben, "okay, that's bad."

A voice confirms, "the reactor's core is rising rapidly and nearing critical status."

They run to the control room, only to find the controls destroyed.

Max, "I can't override. All the controls have overheated. The only way is to shut it down manually. There should be an emergency override system inside the reactor core."

Gwen, "did you learn this from a monk in China too?"

A cockroach then crawls near Gwen and she jumps away.

Clancy then reveals himself in the room, and says, "ah, so you all want a front row seat?"

Ben, "you'll be killed in the blast too!"

Clancy, "oh, that's where you're wrong!"

Suddenly, a colony of cockroaches pour out of his clothes, forming a makeshift suit around him.

Gwen, "those little armored insects will be able to protect Clancy and allow him to survive a nuclear blast even at point-blank range!"

Ben, "not if I can help it!"

Ben dials the watch and transforms into HeatBlast to stop Clancy, but his cold affects him too, since HeatBlast's fire is blue.

Gwen, "something's going on with your fire! It's blue!"

HeatBlast, "there isn't time to figure that out. Come on, to the reactor."

He and Gwen head to the reactor.

They run, while HeatBlast tries to attack Clancy. The suit of cockroaches enhances his strength, and bats HeatBlast away easily. Clancy then sends angry hornets to deal with Gwen and Max.

Heatblast, "that's it! Time to turn up the Heatblast around here! Achoo!"

He tries to shoot fire at Clancy, but nothing happens!

HeatBlast, "hey! What happened? You should be a bunch of briquettes by now! Wait, my cold! it froze my flames!"

Gwen and Max are fleeing from a swarm of hornets as the voice announces, "core meltdown will occur in five minutes."

They approach the end of the hall and find a hose. They use it to spray them down, killing the bugs.

….

Back at the control room, HeatBlast continues to be beat up by Clancy. He tries to get Clancy to talk saying, "come and get me, bug boy", and accidentally triggers his abnormal power to control ice instead of fire.

Back with Gwen and Max, they make it to the main reactor room, yet to be followed by more insects.

At this point, the automated voice announces, "one minute until core meltdown", intensifying the situation. As HeatBlast continues to fight Clancy, Gwen and Max try to shut the reactor down, HeatBlast freezes his arm of cockroaches, yet it regenerates and tackles HeatBlast through the window. HeatBlast makes a giant icicle he uses to slide down to the floor, which surprises Gwen.

Max warns him this time, yelling, "Ben! Move!"

This gives HeatBlast enough time to make an ice energy ball to toss at Clancy, completely freezing him.

He then turns to the reactor and freezes it, just in time to bring the temperature down. Gwen, "nice work Ben!"

Max, "way to put him on ice!"

HeatBlast, "thanks. Now, why don't we get some hot chocolate?"

….

A few hours later, Ben has recovered from his cold. With Clancy defeated and the nuclear plant neutralized, everything seems to have worked out.

Gwen gets some milk when a roach crawls out from under the refrigerator. She prepares to crush it, yet many more insects begin to crawl over every surface of the RV, bringing it to a stop. Clancy is back with his suit of cockroaches and he lets himself in to get revenge.

Clancy, "you ruined everything! Now you'll be nothing but food for my little friends!"

Max tries to attack Clancy, but he dodges him and tosses him into the front of the RV. He walks over to deal with Max, while his cockroaches deal with Ben and Gwen.

Ben tries to activate the Omnitrix, yet it doesn't work.

Ben, "come on! Come on!"

Gwen, "I thought you froze him earlier?!"

Ben, "I did! He must have thawed out! And the watch isn't working!"

Gwen tries to spray the bugs away with the fire extinguisher and Ben asks, "how are we gonna be able to stop them?"

Gwen, "there's gotta be a way to attract these things. Like with a candy bar or something?!"

This gives Ben an idea! He retrieves the San Ju Yen Pien he had hidden and opens it. All the bugs, including Clancy's suit, move towards it. Ben tosses the medicine outside to get rid of them, and all the bugs follow it; right into the water!

Clancy, "no!"

Clancy is powerless without them, and Max easily knocks Clancy out of the RustBucket with a punch.

He gets knocked out as Max goes to call the police and tie the fellon up.

Gwen, "I'm happy that he's out cold. He was starting to bug me. Hehe, ah, ah, achoo!"

Then, she suddenly sneezes twice with a runny nose, having caught Ben's cold.

Ben brings out the medicine kit Gwen had earlier and said, "I think it's time I help you out."

Gwen smiles as Ben gets her a blanket, a nice cold towel and starts making her some chicken noodle soup….

Chapter Text

We return to our story with a news-station helicopter following police cars chasing a speeding armored vehicle.

The reporter, "we're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also have a hostage."

The armored car speeds past the Rust Bucket. Suddenly, a large crystal grows out from the pavement, completely destroying the undercarriage of the car. The effect made it spin and completely stop. The police cars surround the vehicle. One of the criminals gets out of the vehicle with the hostage, and the other holds a rather large rifle. He aims his rifle at the police car and shoots it and it flies into the air, just after the police inside it got out!

DiamondHead appears behind the thug.

The reporter, " wait, what's this?"

The thug aims the rifle at DiamondHead but he fires a shard to his side, scaring him enough to make him drop the rifle. DiamondHead smiles as he traps the thug by making several large crystals surround him.

The reporter, "yes. It looks like we have another alien sighting. One of many that have been popping up."

The other thug walks closer to DiamondHead with the hostage. DiamondHead transforms his hand into a spike.

DiamondHead, "wanna push your luck?"

This scares the criminal and he surrenders, quickly throwing his gun and letting the hostage run to safety!

The reporter, "we don't know where these strange creatures come from, but they seem to be here to help."

….

On the Chimerian Hammer, Vilgax watches the broadcast from his rehabilitation chamber.

Vilgax, "the Omnitrix…. Wasted on pointless heroics!"

A Drone, "shall I dispatch more drones to retrieve it?"

Vilgax, "no…."

His chamber opens. One of the medical robots crawls out, only to be crushed by a massive metal foot. Vilgax emerges from it, fully rehabilitated and with a few different features. He now looks much bigger, with various cybernetic enhancements added to his body.

Vilgax, "I will see to this task myself!"

….

In the RV, Ben suddenly wakes up, screaming.

Ben, "aaah!"

Max, "another nightmare, Ben?"

Ben, "it was that weird alien from my vision. Only bigger, uglier and scarier."

Gwen, "are you sure you weren't just looking in a mirror?"

Max, "it was just a bad dream, Ben. We can talk about it in the morning."

He walks away from the beds.

Ben, "it seemed so real. He looked right at me and said, 'I'm coming for you now.'"

Max is shocked.

Max, "change of plan, we're hitting the road right now."

Ben and Gwen look at each other.

Gwen, "Grandpa, it's three in the morning."

Ben, "way too early."

Max, "best way to beat the traffic."

Max starts the RV and drives, much to the confusion of Ben and Gwen.

….

Later in the morning, they drive past a field.

Ben, "uhh, Grandpa, what's with the lead foot?"

Max, "I wanna make Mount Rushmore by nightfall."

Ben, "I'm so bored. Hey, Gwen, mind if I play a game?"

Gwen, while working on her computer, "I would, but I think this'll be a good lesson for you to learn how to entertain yourself."

Ben frowns. Then he makes a mischievous face.

….

On Vilgax's ship, which is flying above Earth, the activation signal of the Omnitrix is detected.

Vilgax, "the Omnitrix has been activated. Pinpoint its location", he looks at the location on the screen, "I have you now…."

….

Gwen begins to have trouble with her computer.

Gwen, "hey! What gives?"

Upgrade reveals himself on the screen.

Upgrade, "sorry. You are a loser…. And always will be."

Upgrade pops out to scare Gwen and goes back in.

Gwen, "AAH! Ben, get out of my computer!"

Upgrade, "what? I'm just entertaining myself."

Gwen grabs her computer and says, "this is my private property! And you're getting your idiocy all over it."

She tries to shake Upgrade out, but Upgrade takes control over the whole computer, even sprouting mechanical legs.

Upgrade, "oh, what's this? A diary."

Gwen attempts to catch Upgrade, he dodges.

Ben, "'Dear diary, my cousin Ben is such a-"

Gwen, "doofus! Knock it off!"

Max, "Ben! Now is not the time to go alien! Do you understand?"

Upgrade comes out of the computer and says, "I was just fooling around. I wasn't actually reading the diary or anything."

Max, "we can't afford to attract attention right now."

Upgrade, "what kind of attention could I attract here?"

The Omnitrix times out and Upgrade changes back into Ben.

Max, "nevermind."

Ben and Gwen look at each other, confused as to why their grandpa is acting so strange? Their teasing of each other had never elicited such a reaction before. What was going on?

….

On Vilgax's ship, the Omnitrix signal is lost.

Drone, "we have lost the Omnitrix signal."

Vilgax, "no matter. I've narrowed down its location."

Vilgax looks at various screens showing images of Ben's heroics as various aliens.

Vilgax, "I know just how to draw this earthling out. By causing a situation for them to run into to, 'save the day.'"

Vilgax smashes one of the screens before it's quickly replaced by one of his drones.

….

The Chimerian Hammer slowly descends over a bison-filled field. The hanger of the underside of the ship opens, and a swarm of drones and a large red mace. The mace doesn't fly, so it just falls to the ground with the drones following it. It then begins rolling, leading its force on its way to a place called Rapid City, destroying the welcome sign along the way.

….

Back in the RV, Ben and Gwen notice fire and smoke coming from Rapid City.

Ben, "what's going on over there?"

Max sees the smoke, "I'm sure the local authorities have the situation under control…."

….

In Rapid City, the Drones are wreaking havoc and causing mass destruction. People run around in panic. The large mace destroys a small building while rolling. Two Drones blast a gas station, causing a massive fiery explosion!

….

Ben notices the huge explosion from the RV.

Ben, "looks like it's HERO TIME!"

Max, "Ben, I don't think that's the best idea-"

Ben, "time to turn up the heat on these guys."

Ben pulls down his wristband and selects HeatBlast, slams the dial and transforms into said fire alien. The RustBucket halts. HeatBlast jumps off and propels himself at a high speed towards Rapid City.

Gwen and Max look on, with the latter holding a very worried expression.

….

People continue to run amok while the drones attack Rapid City. Suddenly, HeatBlast shoots fire at the Drones and destroys a few of them. They fell to the ground as nothing but scrap metal. He lands and creates a circle of fire around him.

HeatBlast, "hey! Why don't you pick on someone with real firepower?"

Several Drones surround HeatBlast.

HeatBlast, "oh, crap. I didn't mean all at once! Why do I get the feeling you guys were expecting me?"

HeatBlast attacks the drone with a massive fire blast. He shoots fire disks at a few of the drones, fire balls on a few others and a couple of fire blasts to destroy all the Drones in a matter of seconds. HeatBlast smiles but suddenly, an electrical net is fired at HeatBlast, pinning him to a nearby building. HeatBlast shakes his head in pain as he notices the large mace rolling towards him. It stops rolling and opens up.

HeatBlast, "huh? What the?"

The inner compartment opens and Vilgax steps out. Vilgax's appearance is much more revealing, and he's much taller. His body's also covered with armor, and he has several cylinders attached to his arms and shoulders.

HeatBlast, "YOU! You're the alien from my visions."

Vilgax, "yes. At last we meet face to face. The being that has caused me so much trouble…."

HeatBlast, "who the heck are you?"

Vilgax, "I am Lord Vilgax. Conqueror of worlds. Destroyer of Heroes! And I have come for the Omnitrix."

HeatBlast, "and, uh, I'm guessing that means you're not with the good guys?"

HeatBlast amplifies his heat and burns the electrical net into nothing but ash. He then propels himself at Vilgax and repeatedly punches them with his flame-enhanced fists. But Vilgax is unfazed by the strikes! Vilgax picks HeatBlast up by his face and throws him. HeatBlast accidentally propels himself, making him go hurtling through several buildings at high speeds. He lands under a pile of rubble. He shakes off the pain in a short time and burns through the rubble.

HeatBlast, "uh…. Okay…. This guy is really tough! I'm gonna have to think on this one."

With one leap, Vilgax lands close to HeatBlast, causing a minor tremor.

HeatBlast, "I've gotta slow him down."

The fiery alien amplifies his heat and melts the road into a hot, fiery tar. Vilgax trips and falls. He gets temporarily stuck, trying to tear away from the tar! HeatBlast confidently walks towards him.

HeatBlast, "ain't so tough now, are ya, sushi breath?"

Max and Gwen arrive in the RV.

Max looks at Vilgax and is shocked.

Max, "no! It can't be. Not him!"

Gwen, "what?"

Vilgax attempts to get up.

Heatblast, "what's wrong? Not so tough when you can't move, are you?"

The RV halts right in front of HeatBlast.

Gwen, "Ben, Grandpa says to get in, now!

HeatBlast, "what're you talking about? I'm just about to kick this guys-"

The Omnitrix times out and HeatBlast changes back into Ben.

Ben, "dangit!"

Max, "Benjamin! Get in!"

Hearing his full name, Ben hops in and they drive away while Vilgax gets up from the tar and watches them drive away.

Max, "believe me when I say: You do not wanna pick a fight with Vilgax."

Ben, "uh…. How do you know his name is Vilgax? Wait, have you seen him before?"

Gwen, "Grandpa, what aren't you telling us?"

Max is about to speak, when Drones suddenly attack the RustBucket, shooting at it!

Gwen, "uh, two robot goons, closing in fast!"

Max, "both of you, hold on."

Max speeds and swerves to avoid their attacks.

Gwen, "we can't keep this up forever."

Max, "things are gonna get a whole lot worse if we don't get to Mount Rushmore."

Ben attempts to use the Omnitrix but falls off-balance as the RV swerves.

Gwen, "why?! What's at Mount Rushmore?!"

Max, "Gwen, this is not the time to explain. You're gonna have to trust me on this. I'll explain more once we get there!"

Ben manages to activate the Omnitrix!

Ben, "well, I'm not going down without a fight."

Ben transforms into StinkFly.

StinkFly, "YES!"

Max, "Ben, wait!"

StinkFly ignores him and heads off to fight. When StinkFly flies out of the RV, he heads for the two drones to stop them. He dodges their lasers. He lands on top of one as they try to shoot him down. The other attempts to shoot him, but StinkFly uses his slime to cover the blaster, causing it to self-destruct. StinkFly then uses the end of his tail to drive it through the engine of the drone he's on, destroying it.

StinkFly, "alright! Float like a butterfly, but sting like a StinkFly!"

Vilgax jumps a long distance and tackles StinkFly, and StinkFly manages to get back in the air, though Vilgax grips on his tail.

Vilgax, "give me the Omnitrix, you impotent creature!"

StinkFly, "not gonna happen, ya walking surf and turf!"

StinkFly then spits a huge glob of slime on Vilgax to knock him off. Vilgax breaks free, and he attempts to tackle StinkFly again. StinkFly dodges, flying away as fast as he can.

StinkFly, "who is this Vilgax guy?"

Vilgax lands in front of the Rust Bucket. Max hits the brake and takes a U-turn.

Gwen, "where are we going? We have to help Ben!"

Max, "we will, but first, we'll need to get some special help."

Gwen, "let me guess…. At Mount Rushmore? Grandpa, you're really freaking me out."

Max, "I'll explain everything soon, just hold on!"

Vilgax chases StinkFly across the rooftops of the city. Vilgax attempts to tackle StinkFly again, this time into a building, causing a large explosion thereafter.

Vilgax, "I grow tired of this!"

Vilgax holds StinkFly in one hand and he reverts StinkFly back into Ben manually by touching the Omnitrix symbol. Ben is surprised.

Ben, "HEY! How'd you do that?"

Vilgax, "a child? The Omnitrix is in the hands of a mere child?!"

Ben, "my name is Ben Tennyson!"

Vilgax grows a surprised expression as he mutters the word, "Tennyson?"

He then grows an enraged face and yells, "TENNYSON!"

Ben grows a frightened look at the rage Vilgax held.

Vilgax growls in anger as he then attempts to remove the Omnitrix from Ben's wrist, but it emits a feedback which pushes Vilgax against a building. He recovers instantly and stomps towards Ben.

Vilgax, "it appears the Omnitrix has already merged with your own DNA."

Ben attempts to run but Vilgax grabs him.

Ben, "I, uh, don't suppose that means you're gonna let me go, does it?"

Vilgax, "hardly."

The large red mace rolls up to Vilgax. He tosses Ben inside the red mace. He then gets in and drives off, with Ben as his captive.

….

Max and Gwen arrive at Mount Rushmore.

Gwen, "I-I don't think tourists are allowed on this road."

Max, "we're not tourists. We're tenants."

He then stops in front of a; "ROAD CLOSED" sign and he presses a button under the dashboard. Gwen is surprised. The ground beneath them appears to be an elevator, which transports them to a massive underground facility.

Max and Gwen travel the corridors of the facility and it's covered with hundreds of compartments. Max opens several of them, and they contain devices, which don't appear to be human technology. Gwen keeps following her grandpa, and soon loses her patience.

Gwen, "that's it! I am not taking another step until you tell me what's going on! Why aren't we helping Ben? What is this place? And how do you know about that alien guy who's after Ben?"

Max finds what he was looking for. He picks up part of the equipment and wears it on his forehead.

Max, "well, it's complicated. But let's just say….", he pulls out a rather large and deadly-looking weapon, "I wasn't exactly a normal Plumber before I retired."

As if to add emphasis, Max grabbed a nearby red badge of some kind before clipping it onto his belt.

Gwen looks on in surprise.

….

Back on Vilgax's ship….

Vilgax, "a child. I should have suspected as much", he is analyzing Ben on his screen, "the Omnitrix being used as a play-toy!"

Ben is affixed to Vilgax's extraction device. His right hand and legs are restrained to energy and his left arm is in a cylinder to extract the Omnitrix.

Ben, "hey! I've saved a lot of people by becoming a hero!"

Vilgax, "you hold the key to a power struggle so ancient, so vast, it is beyond your feeble comprehension. Picture an entire army, each in command of an Omnitrix and all at my command."

Vilgax shows a simulation of it on a screen.

It's visually represented as an army of Omnitrix aliens attacking an ice fortress, with Vilgax leading them. And, one of them reveals the ability to transform from one form in an instant, and without reverting.

Vilgax growled, "but that kind of raw, unstoppable power is wasted on a child. I've trained for hundreds of years to wield the power of the Omnitrix."

Ben, "and yet you've had trouble fighting a twelve year old. That's gotta be sad."

Vilgax, "SILENCE! I will be invincible! I will rule the Universe! And the only thing standing between me and my destiny…. Is you! Tennyson."

An array of tools rises up from the floor around Ben.

Ben grows a very terrified look.

….

Back at Mount Rushmore, the RV emerges from the elevator that led to the underground facility.

Max, "this weapon is keyed into Vilgax's biosignature. Hopefully, it'll take him down for good this time."

He begins to drive, plugging a small flash drive into the dashboard.

Gwen, "this time?"

Max, "once this is all over, I'll explain everything to you and Ben. Now, there's a small red button under that cabinet. Press it."

Gwen presses it and a holographic display shows up.

Gwen, "hey!"

Max, "a GPS-assisted tracking system. It's locked onto the watch's signal. You navigate."

….

On Vilgax's ship, Ben struggles to break free.

Vilgax, "prepare for take-off. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet, once and for all!"

Ben anxiously looks at Vilgax.

….

Max and Gwen arrive near the Chimeran Hammer in the Rust Bucket.

Gwen, "there's the spaceship."

Max, "we have to get aboard."

Gwen, "get aboard? How are we gonna do that?"

Max smiles, and he presses another button on the console that flips out of the dashboard. The RV's bumper extends and it spreads out. The RV then accelerates at a significant rate, which then allows them to fly into Vilgax's ship after driving it off the cliff. Gwen screams in fright!

On the ship, Vilgax is holding a rather large energy blade. He walks towards Ben. He is interrupted by beeping, which comes from the RV. It crashes through the wall, and runs through two of Vilgax's crew, and slams Vilgax against the wall. The RV goes back a few yards in reverse. Vilgax slowly gets up.

The Ship's Computer, "warning! Hull breach! Power surge!"

Max walks out of the RV with the weapon ready. He takes aim at Vilgax.

Max, "get your stinking paws off of my grandson, Vilgax!"

Ben, "Grandpa?!"

Vilgax, "TENNYSON!"

Max fires at Vilgax, and he's sent through several walls. Max drops the weapon and runs towards Ben.

Ben, "Grandpa…. You know this guy?"

Max, "it's a long story. I'll tell you and Gwen everything later."

Max and Ben notice the extraction cylinder that was holding the Omnitrix begins to crackle with electricity, and a power surge occurs. Ben transforms into XLR8.

XLR8, "hey!"

He then transforms into DiamondHead.

DiamondHead , "what's going- Yaaa!"

Then he transforms into WildMutt and roars.

Max, "the power surge must have affected the watch."

WildMutt transforms into FourArms. He uses his immense strength to break free. The extraction cylinder that was holding the Omnitrix begins to crackle with electricity, and a power surge occurs.

The ship has taken off.

Gwen walks out of the RV. FourArms throws the extraction device away.

Gwen, "look out!"

Several drones attack them. FourArms covers himself with his arm then tries to attack one of the drones but before landing the blow, he transforms into GhostFreak and phases right through the drone.

GhostFreak, "oh, man!"

Gwen shoots a ball of fire at a drone, still not used to her powers yet.

GhostFreak then transforms into GreyMatter and latches onto one of the drones. He disassembles the drone and hops to another.

GreyMatter, "a little alien know-how and the toaster is toast."

After he hops onto the other drone, GreyMatter transforms into Upgrade and merges with the drone. Gwen looks around and is alarmed.

Upgrade, "try picking on someone your own size!"

Upgrade manipulates the drone to slash through the remaining drones. A tiny piece of debris lands on Gwen's head. Gwen frowns as she shoots another drone with a bolt of lightning, her eyes glowing purple. The Chimerian Hammer continues to lose altitude. Max deals with one of the drones.

Max, "I've got to get this ship under control."

Upgrade, "he can fly a spaceship?"

He gets hit by a drone as Gwen says, "at this point, nothing surprises me."

Grandpa Max tries to control the ship and Vilgax, unexpectedly, walks out of the room he was blasted into and grabs Max. He tosses him towards the breach in the hull. Max stopped just short of the edge and Vilgax walked over to begin crushing him.

Upgrade and Gwen, "Grandpa!"

Max struggles to break free.

Vilgax, "your weapon won't help, Tennyson. As you can see, I'm much stronger than in our last encounter. And your little team isn't around to help you this time!"

Upgrade gets rid of the last drone and suddenly turns into Buzzshock, who flies towards Vilgax like a bullet from a rail gun!

Buzzshock, "NOOOOO!"

He pushes Vilgax and they fall down towards Mount Rushmore.

Max and Gwen, "BEN!"

Buzzshock suddenly turns back into Upgrade, whose lightweight and stretchable body allows him to float down safely to Mount Rushmore like a parachute.

Vilgax, however, hits the ground with a resounding BOOM!

Suddenly, Upgrade transforms into RipJaws and falls down, just managing to grab onto Theodore Roosevelt's face with his sharp claws.

RipJaws, "oh! Sometimes, I hate this watch."

….

Back on Vilgax's ship, Max does something on the ship's control console while the ship continues to lose altitude.

Max, "we've gotta get outta here!"

Max and Gwen look at the RV. Max smiles but Gwen frowns.

….

Back on Mount Rushmore, RipJaws manages to climb to safety anyway, but unfortunately, he becomes dehydrated.

RipJaws, "can't…. Breathe…. Need…. Water."

RipJaws lies limp on the ground. Vilgax jumps to the top of Mount Rushmore and walks towards RipJaws and is about to grab him.

Vilgax, "you are a slippery little fish, child! But no longer."

Just as Vilgax is about to grab RipJaws, he transforms into XLR8 and zips away.

XLR8, "I can still give you a run for your money, squidward!"

He speeds away.

Vilgax, "you can't hide from me forever, boy!"

XLR8 sprints towards Vilgax from the other side, at a rapid pace.

XLR8, "I wasn't planning on it. Peek-a-boo!"

Vilgax realizes XLR8's presence at the last moment as XLR8 slams into Vilgax. There is a puff of smoke. After the smoke has cleared, it is revealed that Vilgax has remained in the same spot while XLR8 has been weakened and fallen down.

XLR8, "ohhh! I'm gonna feel that tomorrow."

Vilgax, "for you, there is no tomorrow."

The steroid boost cylinders in his arms grow and recede into his arms, increasing his muscle mass substantially. XLR8 just manages to dodge Vilgax's blow. Vilgax ends up smashing the ground and completely demolishes Theodore Roosevelt's face.

Vilgax continues to attack XLR8 but he dodges every blow.

Vilgax, "you can't escape me!"

XLR8 sees an opportunity and tries to attack Vilgax but Vilgax grabs him, spins him around and tosses him into a rock. XLR8 then transforms into DiamondHead and projects crystal shards at Vilgax.

DiamondHead, "special delivery for the kalamari on steroids!"

Vilgax covers himself. He swipes at DiamondHead but he dodges. DiamondHead runs close to Vilgax and punches him a few times but this only results in DiamondHead's hands getting damaged.

DiamondHead, "oh, man! Guess I should have seen that coming."

DiamondHead's hands regenerate. Vilgax grabs him and smashes him into the ground, which cracks under him. Just as Vilgax is about to crush DiamondHead, he transforms into GhostFreak. Vilgax's arm passes through GhostFreak while he covers his eye. Then he uncovers it.

GhostFreak, "YES! Sometimes, I love this watch."

GhostFreak waves at Vilgax and phases into the ground.

Vilgax deflates his arms back to normal. He sees his ship pass overhead and crash into the field below.

….

Inside the ship, Max drives the RV.

Max, "better hang on to something. This may get a little bumpy.

Gwen whimpers and covers herself. Max breaks through several walls and makes it to the ship's stern.

Gwen, "AAAAAHHHHH!"

….

GhostFreak emerges from the landscape, "don't switch on me now. Oh, no!"

GhostFreak sees that Vilgax's ship has crashed and flies towards it, transforming into BuzzShock along the way!

Max and Gwen made it out of the ship, but the RV is damaged and they are weakened.

Max, "you all right, Gwen?"

Gwen, "at times like this, going back to school doesn't seem so bad."

They hear a crash in the back.

Max and Gwen, "Ben?"

Vilgax appears in front of the RV.

There are sounds of glass shattering. BuzzShock arrives and finds the RV to be empty as they turn into FourArms.

FourArms, "Grandpa? Gwen?"

He goes through the RV and emerges out of the back. He sees Vilgax having captured Max and Gwen.

FourArms, "NO!"

FourArms transforms into WildMutt. He roars at Vilgax.

Vilgax, "take another step, and I'll break their necks!

WildMutt growls in pure rage.

Vilgax, "it's your choice…. You or them."

WildMutt surrenders. Vilgax drops Max and Gwen and walks towards WildMutt. Vilgax reverts WildMutt back into Ben.

Vilgax, "how noble."

Vilgax grabs Ben and walks towards his ship. Max and Gwen regain consciousness.

Max, "Vilgax, no! Don't go back in there!"

Vilgax hops onto the ship as it begins to take off. He looks down towards Max.

Vilgax, "foolish earthling. Why don't I-"

An alarm goes off and says, "the auto-destruct launch sequence has been initiated!"

Vilgax drops Ben and attempts to stop the sequence but the console crackles with electricity, rendering it inoperable.

Vilgax, "TENNYSON! You are a thorn in my side."

Vilgax is blasted again with the weapon by Ben. The blast causes wreckage to fall on Vilgax and pins him down.

Ben, "I guess it runs in the family."

The Ship's Computer, "commencing self-destruct launch."

Vilgax, "NOOOOOO!"

Ben runs towards the damaged hull and transforms into HeatBlast!

The Chimerian Hammer explodes and HeatBlast flies through the huge explosion and out of it, on a fire board, unharmed.

….

Gwen and Max soon find Ben in a smoking crater, sitting on a pillar in the middle of it. Ben smiles at them.

Gwen, "not bad."

Ben, "Grandpa, we need to talk."

Max, "I couldn't agree more…."

They smile and look up to the sky as pieces of Vilgax's ship fall to the ground.

Chapter Text

Flashback

The Early 70's

At a nuclear missile control center, three pods are activated and opened up. Inside, a red alert has been set to indicate the launch of the missiles.

A nearby officer shouts, "abort the launch!"

Another officer says, "they aren't launching, it's more like something is pulling them out of their silos!"

As the nukes are pulled towards the sky, a ship floats nearby the area. Back inside the building, a younger Vilgax enters and his drones shoot the officers to make way, their bodies hitting the floor like sacks of bricks!

Vilgax looks how he did before his body was mangled in their chase for the Omnitrix many years later.

He looks around to see if he can take anything he can use for his own nefarious purposes. Someone then shoots down one of his drones, then directly at him. He blocks the weapon fire in success.

Four men in suits are armed with heavy weaponry and they seem to be going after Vilgax.

Two of them are in blue jumpsuits, while two are in white armored suits, each of them wearing helmets that cover their faces.

Vilgax, "grrr, you Plumbers won't stop me!"

The drones start shooting at the Plumbers; who all charge into battle. One goes towards Vilgax as the two white armored Plumbers directly start fighting against the drones, while the last Plumber does cover fire for the others.

The first Plumber runs after Vilgax, but he jumps up and kicks his helmet off, revealing their face. A man with graying brown hair.

The Plumber is named Phil Billings.

The two began trading blows over and over again, until Vilgax gets a lucky hit in, and holds Phil captive in a headlock, and threatens the other men by pointing his weapon at Phil's temple.

Vilgax, "make a move, and I'll blast his brains everywhere!"

A nearby drone then activates another missile.

Vilgax, "that missile is headed towards one of your cities. Do not try to stop me! Put your weapons down! Now!"

The other Plumbers put their weapons down, as Vilgax gives an evil grin.

Vilgax, "good. Now, I am going to leave this place, and if any of you try to stop me, I shall kill your friend where he stands!"

Phil, "the heck you are!"

Phil shoots a laser from a gauntlet on his wrist that knocks the gun out of Vilgax's hand.

Phil then pushes Vilgax off of him. Vilgax thought that he succeeded with his plan to destroy the city, but the other blue armored man was able to shoot a rubber-like material from a hidden blaster directly at Vilgax to send him into the explosive as it began to launch!

The man removes his helmet, revealing himself to be a much younger and bearded Max!

The other two armored men take off their helmets, revealing that one of them looked like RipJaws with glasses, and the other was a blue cat man with white fur on his face.

Vilgax is angered by their tactics in stopping his plans, and shouts the name of the man who did him in. A name he would remember for many years.

Vilgax, "THIS ISN'T OVER! TENNYSOOOOOOOON!"

Vilgax is blasted into his flagship while strapped to the missle, presumed dead as they're engulfed in an explosion that makes the whole area shake!

The fish man, Palliday, said, "I can't believe it! We did it! Vilgax is dead!"

The cat man, Rook Kai, said, "or so we think. He could still be alive. He has survived many terrible things in the hundreds of years he has been around."

Max, "if he truly is alive, we'll take care of him. For now, the galaxy is safe from him."

Phil, "haha! Wait until Xylene hears about this! She's gonna flip her shit!"

The four Plumbers all smile at one another for their success.

End flashback….

….

Present Day

It is a few hours after the Tennyson family's battle with Vilgax at the sight of Mount Rushmore.

As Max finishes telling his story of his past, Chester sitting on his shoulder and still shaken up by the events involving Vilgax, he concludes, "I thought we destroyed Vilgax, until today. Back then, I was just an ordinary man, doing my job."

Gwen, "and what was this job?"

Max, "I used to work at a secret organization, referred to as; 'The Plumbers.' Dozens of humans and aliens who swore to stop anything extraordinary, extraterrestrial, really, anything that's out of this world that threatened the galaxy. I went on many missions with my team. Palliday, Rook Kai, Phil. Heh, I even met your Grandma Xylene when I joined up with the Plumbers. Frank was still a baby when I joined. But due to Vilgax's defeat, there weren't enough serious threats in order to keep the Plumbers in service on Earth. Most of the human Plumbers retired right after. I stayed on for a few more years, helping train new recruits before I retired to raise your father's full time. Devin Levin, Kevin's father, was my last partner before I retired. Kevin was one of many half human, half alien kids I looked after when they were younger."

Ben, "no way! My Grandparents were out saving the galaxy! That is so cool!"

Gwen, "why didn't you tell us sooner?"

Max, "I wanted to protect you kids. Being a Plumber isn't just dangerous for the officer, but also their family. Heh, both your father's don't even know the full story, other than we were heroes."

Gwen was still a little angry at Max for keeping this secret, even if she understood his reasoning.

That's right when they see some police cars driving along the road. The RustBucket parks along the side to let the authorities drive by.

Ben, "alright! Time to XLR8", he activates the Omnitrix after pulling down his wristband, selects XLR8, but becomes Ripjaws instead.

RipJaws, "RIPJAWS?! What a rip-off!"

….

The gang then travels to a building where a firefighter claims he saw something.

It seemingly starts to rain around them, only to see RipJaws holding up the hose to moisten himself.

RipJaws, "ah, thank God. I was drying out!"

RipJaws slowly enters the building as Gwen tries using her own powers to absorb the fire.

RipJaws calls out, "hello?! Is anyone here!?"

An alien creature suddenly appears and growls at RipJaws…. Who looks down at the creature due to its small size.

RipJaws bursts out laughing, saying, "really? Haha! This is the thing that's causing so much trouble? Hahahaha-"

The little alien, a Havok Beast, throws a large rock, which knocks RipJaws over. The Havok Beast then jumps into the fountain and spits out water straight at RipJaws.

This only helps RipJaws breathe as he says, "me and my big fang filled mouth!"

….

Outside, Gwen asks an officer, "did you see a giant talking fish around the premises?"

The officer looks at Gwen like she's nuts.

Gwen, "I'm guessing that's a no?"

None of them see someone else entering the building!

….

Meanwhile, RipJaws continues his feud with the Havok Beast, trading blows over and over again, until RipJaws bumps into someone with a large rifle.

The man and RipJaws, "AAH! WHO ARE YOU? WHO AM I? WHO ARE YOU?"

The man hits RipJaws and says, "I'll deal with you later!"

He eventually gets tossed to the ground by some shelving, though the alien is caught by RipJaws, who pushes a shelf on top of it to keep it in place. RipJaws then reverts back to Ben as he quickly makes his escape while pulling his wristband up.

The man pulls out some sort of device that shoots a beam at the Havik Besst, making it vanish as he gets out of the building as fast as he can!

When both Ben and the man get out, Max sees the man and says, "Phil?!"

The man, Phil, "Max?!"

The two older men hug one another in a friendly embrace.

Gwen, "Grandpa, who's this?"

Max, "Ben, Gwen, meet Phil Billings, my old partner. Phil, meet my grandkids, Ben and Gwen."

Phil takes them to his car and he says, "nice to meet ya. I'm happy to see you again, Max. These people should be grateful that I was there to stop the little creature."

Ben, "hey, I-"

Max stops Ben before he says anything else.

Max, "so, what are you doing out here?"

Phil, "I've been dealing with the aliens a lot recently. I could really use your help Max. Us being partners again could really help with all of this."

Max, "thanks, but no thanks Phil. I'm retired. Happily so. I hope to see you around."

Phil, "alright then. Same to you. If you ever change your mind, come and see me."

Max and Phil give one another a hand shake before they depart.

….

Later, in the RustBucket, Ben says, "come on! I was the one who stopped that alien! He should know that!"

Max, "Ben, the Omnitrix should be kept a secret. It's better that as few people know about it as possible."

Ben, "come on. Imagine it, you, me and Phil re-establishing the Plumbers on Earth!"

Max, "Ben, it's best to not relive the past."

Gwen is working at her laptop, seemingly in a bad mood.

Max, "Gwen? Are you still mad?"

Gwen, "yes. You kept this a secret, even after all we've been through this summer?"

Max, "I had my reasons."

Gwen, "yeah, well I hope they were good ones."

Then suddenly, a monitor from the RV's dashboard comes out with a transmission from Phil.

Phil, "Max! Max! If you get this message, I need your help! There are a couple of wild Vulpimancers on the loose at the meat processing plant! I don't know how much longer I can deal with them on my own!"

The distress call makes Ben more excited.

Ben, "we gotta help him!"

Max, "alright, you're right. We need to help Phil!"

And with that, the RV begins racing to the plant as fast as it can, with Max activating the speed boosters the vehicle had.

….

They arrive a few minutes later at the plant and they hear growling from within.

They meet up with Phil inside and they spot the Vulpimancers that are on the loose.

Phil, "there you are. Glad you're here to help."

Max, "always, Phil."

The snarling beasts inch closer to the group as Ben recognizes what type of alien they are.

Ben, "WildMutt's! Maybe I can communicate with them?"

Ben pulls down the wristband and transforms into WildMutt, hoping to talk with them. In the process, Ben reveals the Omnitrix to Phil, who is shocked by the sight of the boy turning into an alien.

WildMutt's plan immediately fails, as WildMutt doesn't know the Vulpimancer language, as Max explains that Vulpimancers don't cooperate with others, not even with their own kind.

As WildMutt runs away to avoid being attacked, he climbs on hanging chains that eventually lead him to a belt that leads meat to a grinder. One of the Vulpimancer's pins WildMutt down to keep him from escaping, though Phil is able to shut the machine down before WildMutt enters the grinder.

WildMutt gets back to the others as they try to escape.

But before the gang is able to escape, they are surrounded by the Vulpimancers and are trapped.

Phil then takes out a device that emitted sonic waves called a Sonic Pitch Whistle that causes the Vulpimancers to submit.

But this affects WildMutt too!

Phil, "sorry kid. This thing affects you too."

Suddenly, one of the Vulpimancers was able to swipe the device and the other crushes it.

Max, however, runs to a forklift and uses it to push them into a meat locker where they were trapped inside when they closed the door.

Phil, "ah, it's great to team up again. Come on Max, we could be partners again! Saving the day from these things?"

Max, however, seems to be bothered by it as he says, "I'll…. I'll think about it…."

….

Later, in Phil's hotel room, Ben digs into some shrimp, eating the delicious delicacies by handfuls.

Max looks around the place with suspicion, thinking how much money it would have cost.

Ben, "Grandpa, you okay?"

Max, "I'm not sure. Something about all of this seems…. Off."

Gwen, "oh, really? Like someone's keeping a secret?"

Ben, "Gwen, will you lay off?"

Gwen, "why?"

Ben, "Grandpa had his reasons for keeping secrets. Give him a break."

Gwen seems to process Ben's words; realizing that she was giving Max a very hard time for something he had a good reason for doing.

Phil, "eh, you're probably just jittery after dealing with aliens again. Now, I think it's a good idea to try and re-establish the Plumbers again, here on Earth. With all of the dangers, it seems like a sure fire idea!"

As Max thinks, he questions, "but why and how do three aliens in one day come to Earth all of a sudden? And all in the same general area of South Dakota? And how come no other Plumbers from other planets contacted us about all of this? I'm gonna go out and try to find answers…."

Max leaves, his destination being Mount Rushmore.

Phil, however, has been thinking that Max may know something about what's going on.

Phil tells the kids, "you kids order whatever you want from room service. I'm gonna follow Max, try to help him find answers."

Phil leaves the kids to their little buffet.

Ben decides to take advantage of the room service privileges, saying, "I'm liking the sound of that! Bring on the endless shrimp!"

Gwen, on the other hand, wants to check out what is going on between Phil and Grandpa Max.

Gwen, "I think we should follow them. Something seems off about all of this, you gotta admit?"

Ben seems to agree and says, "yeah, you may be right. Even if it's nothing, it wouldn't hurt to check."

Ben pulls down his wristband and presses down, transforming into XLR8 in a green light. The two of them head out to look for Phil and Max….

….

At Mount Rushmore, Max is back in the Plumber base, and finds that a specific device is gone from where it belongs.

Max, "no…. Where is it?"

Phil appears behind him, who seems to be holding the device, called the Null Void Projector.

….

Outside, XLR8 stops outside of the base and Gwen hops off of him.

They see Phil's car sitting nearby. As is the RustBucket.

XLR8, "keep a lookout. And if Phil runs out, stop him!"

Gwen nods as XLR8 speeds into the base.

….

Max turns to his former partner and says, "I knew it. It looks like my suspicions were correct. You're responsible! You're the one who's been sending aliens out of the Null Void! Just to recapture them for profit."

Phil, "I wanted to relive the glory days Max. After us Plumbers on Earth disbanded, things went downhill. If I happen to make a ton of money as a side effect, then I'm all for it. I'm not surprised you found out about my plan. You were always the smartest one in our little team. But, I'm afraid this is the end, Max! I'm sorry it had to end like this."

Phil decides to release another alien to kill Max, a Wigzelian Org Beast.

Phil, "don't worry about your grandkids. I'll tell them you wanted them to follow in your footsteps as Plumbers!"

XLR8 suddenly runs in and pulls Max out of the wau, saving him from the Org Beast, finding out about Phil's plan, hearing it as he enters!

Phil quickly makes his escape, not noticing that Gwen was out there.

As Phil leaves them behind, XLR8 gets busy fighting with the Wigzelian Org Beast, while Max looks for something.

Max eventually finds the device, a Null Void projector, only after XLR8 is knocked out by a large piece of the floor and he reverts back into Ben.

Max uses the device to create a glowing yellow portal that sucks the beast into it!

Max ran to Ben and said, "Ben, are you alright?"

Ben, "ugh, yeah, remind me to thank Phil for the room service after I beat him up."

They run outside to see Phil's car speeding away! Gwen was seemingly missing. Ben and Max couldn't worry about it now, though. They quickly boarded the RustBucket and set out to track down Phil.

The RV powers up and in a flash, and they travel at high speeds with the help of rocket thrusters built into the back.

….

Meanwhile, Gwen had snuck into Phil's car earlier and spotted the Null Void Projector, trying to take it.

Phil sees her in the rearview mirror and tries to take it back, not paying attention to the road.

Up ahead, he was about to be hit by an oncoming truck, though he was able to dodge it. He then sets the car to auto-pilot and continues to wrestle Gwen over the Projector.

Phil, "give me that projector!"

Gwen, "no! Get your own!"

While they fight over it, they activate it and Phil sees the RV behind them. The Projector releases a Null Guardian.

Ben, "we're gonna need some muscle. Four arms of muscle!"

Ben activates the Omnitrix and transforms…. Into GreyMatter.

GreyMatter, "GREYMATTER? I said muscle, not miniscule!"

GreyMatter climbs out of the RustBucket and then runs up the Null Guardian's tentacle and grabs the quills on its back, which he uses to control the creature.

He directs it to Phil's car, which leads it to crash into a bridge.

Phil stops his car, flinging him and Gwen out, with him clutching the projector rather tightly. A mirror from the car that broke off lands next to Gwen.

GreyMatter jumps onto the hood of the car as Gwen slowly gets up.

Phil, "Ben, please. We can still work together! We can reform the Plumbers!"

GreyMatter, "if other Plumbers are like you, I'd rather they stay disbanded!"

Phil, "then I guess this is it!"

Phil tries to shoot a portal to suck GreyMatter into the Null Void!

Luckily, Gwen throws GreyMatter a broken car mirror, yelling, "BEN! CATCH!"

GreyMatter quickly catches the mirror and uses it to reflect the beam back at Phil. Phil begins to get sucked in as Max runs over and grabs onto him!

Max, "Phil, hold on!"

But it's no use.

Phil's hands slip from Max's grasp! He screams as he is sucked into the Null Void.

The portal closes as silence hangs in the air.

Max gives a depressed look over losing his old partner like this.

….

They later use the Projector to trap the last of the aliens Phil released back into the Null Void.

Max, "kids, I'm sorry I didn't tell you about my job. I should have done it much sooner."

Ben, "it's okay Grandpa. We understand."

Gwen, "I'm sorry I gave you a hard time over it. But from now on, what say we be honest from now on?"

Max, "I'll agree to that."

They then return the Null Void Projector at the Mount Rushmore hideout, and make their way back to theRustBucket.

Gwen, "what about Phil?"

Max, "I tried to save him. But I failed. I can only hope Phil will find a way to escape the Null Void and maybe one day, we can make things right…."

Gwen gives a sad smile as she hugs her grandpa. And with that, the group once again went back to their trip….

….

Meanwhile, in the Null Void, we see Phil riding atop one of the guardians, his Plumber outfit torn up in various places.

Phil, "I swear to you Max Tennyson! I'm going to get out of this place! And when I do, you and your little family will pay!"

Chapter Text

We find the Tennyson's at Yellowstone National Park a few days after their battles at Mount Rushmore against Vilgax and Phil, with Grandpa Max having just finished setting up the RV.

Both he and Gwen are happy to be there. Ben, on the other hand, would rather be somewhere else.

Max, "ah, Yellowstone. One of the most beautiful places I have ever been to."

Gwen, "it's breathtaking Grandpa. Isn't Ben…? Ben?"

Ben is looking through his roster of aliens.

Gwen, "Ben? What're you doing?"

Ben, "well, I figured I'd go XLR8 and hit up that burger place in Casper to pick up a double cheeseburger with pickles."

Gwen, "Ben, Yellowstone happens to be one of the coolest places around. Just hang out and appreciate it. We can worry about dinner later."

Max, "Gwen's right. And we can live right off the land", he lifts up a log where many bugs are crawling around, "mmm, grub worms", he eats a worm, much to the cringe of the kids, "full of protein."

Ben and Gwen, "ewww."

Max, "when you try a ton of alien delicacies, you develop some strange tastes. With these, you can grill 'em up with a sun-dried tomato paste, and they are-"

Gwen grabs Ben's wrist and tries to work the Omnitrix, "maybe I can help. I'll take my burger with chili."

Ben, "I can appreciate that."

That's when they see a new silhouette on the watch and accidentally press down.

Instead of transforming Ben into a recognizable alien, the Omnitrix transforms Ben into an entirely new form.

A very large alien with yellow armor and white skin, his teeth and fingers as sharp as razors, their eyes tiny and yellow with black circles around them.

This is a rather clumsy alien that struggles to move and to stay upright at the same time, falling onto his back as he looks at his very large hands.

Gwen, "now that's a heroic pose."

The new alien speaks in a deep voice as he says, "real funny", he then gets helped up by Gwen and Max, "I can't believe I'm a new hero. Just like with BuzzShock!"

Max, "and where there's one more, who knows, there could be a hundred more. It looks like the Omnitrix may have a lot more aliens yet unlocked."

The new alien, "what do you think this guy can do? Maybe he can shoot stuff out of his hands?"

He tries shooting anything out of his hand, making various movements, (with them being very similar to how SpiderMan does his hand movements), but nothing happens.

The new alien, "or, maybe not?"

As this new alien tries to figure out what he can do, a meteor flies overhead and crashes a short distance away. The new alien turns in the direction of the crash and falls over yet again.

The new alien, "that's it! This alien's gotta go."

He then curls into a ball and unintentionally tumbles away towards the crash sight!

Gwen, "don't you mean; gotta roll?"

Max, "look on the bright side. You're headed in the direction of the meteor."

The two of them race after this new alien towards the crash site.

At said crash site, the meteor begins to crack as the three Tennyson's arrive, with the new alien falling onto their back once again. The meteor then breaks apart to reveal a large, reddish, tick-like alien within.

Gwen, "ugh, what is that thing?"

Max, "looks like a very big tick."

A ship arrives shortly after and three aliens exit the ship riding platforms that fly through the use of an energy ball positioned directly below them.

The first is a tall, pale-skinned alien with six tentacle-like feet. He seems to be the leader of these three.

The second is shorter with six arms and yellow skin.

He can apparently hear and understand what the giant tick is saying, though it never makes any noise resembling speech. The final alien is of medium height, has four eyestalks, and carries a large ax.

He's an enforcer of some kind.

The Leader Alien, "relax. We come in peace."

Gwen, "that's what they always say right before they blow you to bits and probe you."

Max, "oh, that's just a rumor. Most if not all aliens find probing very gross."

The Enforcer Alien, "hmm. An earthling with attitude. I've heard they exist here in large numbers, or should I say…. did?"

The Leader Alien, spotting Ben as the new alien, says, "and an Aburian Pelarota to boot."

Gwen, "at least we know what you are, now."

The new alien, "yeah, well I still gotta give them a name."

The Leader Alien, "we followed The Great One from planet to planet, galaxy to galaxy, after he paid a visit to each and every one of our planets. Notice his technique: the deep burrowing of the appendages into the core of the planet, rotting it from the inside and then ingesting it."

The Enforcer Alien, "but you're a little far away from home, aren't you?"

The new alien, "actually, closer than you think."

The Enforcer Alien, "unfortunately there's nothing to go back to. A Great One purified your planet last week."

The Leader Alien, "let us show you!"

The Enforcer Alien, "no. Not the audiovisual thing again."

The Leader Alien looks at the Enforcer Alien with a raised eyebrow. He then proceeds to create a hologram with a slightly annoyed look at his face.

The Leader Alien, "no, it's actually quite the experience. Let me show you. Your cities will be laid to waste, your oceans will dry up, your mountains will crumble."

The Enforcer Alien, "it will be the end of the world as you know it."

The Leader, Enforcer, and Interpreter Aliens all say, "Rejoice. Rejoice. Rejoice."

Gwen, "someone's been drinking too much kool-aid."

Max, "that's an understatement. I've seen plenty of nutjobs like this back when I was a Plumber."

The hologram ends as the interpreter gets close to the giant tick and says, "the Great One is ready to start!"

The new alien, "I don't think so!"

As the big tick starts to dig into the ground, it makes a rather awful smell that makes the others cringe.

Max sarcastically comments on the gas released by the Great One, "ugh, quite aromatic."

Gwen, "I thought that was just Ben not taking a shower for three days."

The new alien, "I may be gross, but I'm not that gross."

As the Great One begins the process of devouring the planet, the new alien tries to attack them!

He yells, "you're going down!"

He curls into an armored ball and rockets towards the aliens.

The ax wielding worshiper merely bats him away and into the nearby forest. Max and Gwen chase after him as fast as they can.

In the forest, the new alien in their curled up form bounces off of various objects like a pinball before coming to a stop and reverting back into Ben.

Max and Gwen find Ben as he sits up and rubs his head.

Ben, "oh, man. This watch gives me a new alien out of the blue and all it can do is roll around. Totally not fair!"

Gwen, "oh, that's right. Don't worry about the fact some giant planet-sucker's about to wipe Earth off the face of the universe; because THAT'S fair!"

Ben, "okay, you made your point. We gotta stop this thing before it destroys the planet!"

Max, "then let's get a move on!"

The trio begins making their way back to where the Great One is. But by this point, the Great One has already poisoned much of Yellowstone, converting the landscape slowly transforming into a decayed wasteland with gray tentacles sticking out of the ground. The tentacles suddenly start to attack the trio and attempt to drag them underground.

They run as fast as they can, trying to avoid the tentacles like the plague.

Luckily, the Omnitrix boots back up, allowing Ben to go Hero!

Ben, "time to take off!"

Ben transforms into StinkFly and rescues Max and Gwen before they can get dragged underground.

He then flies off with them towards where the Great One is, eager to try and stop the big tick before it destroys everything around them.

As he flies them over the park, they pass by the Old Faithful geyser, which now resembles a giant zit that is about to burst.

Gwen, "we really need to get you some underwing deodorant. Ugh!"

She covers her nose as StinkFly says, "if I ever find some, I'll let ya know."

Max, "it sounds like Old Faithful's ready to blow, and I don't know what the tick's poison could do to it when it does!"

StinkFly, "read ya loud and clear, one detour coming right up!"

StinkFly begins heading towards the geyser, hoping to stop it before it blows!

….

At the same time, the Interpreter alien tells his cohorts, "the Great One would like us to witness his power! Let us go and view the power!"

And the place to witness this power happens to be the geyser!

They meet StinkFly along the way, this time unsure of what he is.

The Leader Alien, "I have visual recognition of the elderly male and the prepubescent female, but what are they riding on?"

StinkFly, "two tons of putrid power! Now, move it or lose it, ya crazy cult clowns!"

StinkFly drops Max and Gwen off on a nearby cliff so he can fight the worshippers.

Stinkfly, "time to tick off a tick."

The Enforcer alien tries hitting StinkFly with their ax, but the bug alien manages to avoid the strikes over and over again while shooting globs of slime at the worshippers!

StinkFly manages to plug the geyser as he intercepts them, which they aren't happy about.

StinkFly continues dodging their attacks easily and manages to make them lose track of him.

StinkFly, "oh yeah! Who's bad? Oh, yeah", the Omnitrix begins to power down, as if to mock Ben, "oh, no", he everts back to Ben and begins falling!

Ben, "crap! Help!"

Luckily, he lands on the interpreter's platform, knocking him off of it.

He survives the fall, landing on the softened ground below.

As he lays on the ground, he says, "did someone catch that child's operating number?"

Ben then tries to fly the platform and begins a chase with the other two worshippers.

Ben, "move it or lose it, nutjobs!"

Ben eventually causes them to crash into Old Faithful.

After Ben does this, Max says, "never seen an intergalactic fender bender like that before."

Ben continues trying to ride on the aliens' hoverboard as he says, "oh, man. Where's an instruction manual when you need it?"

The area only continues to grow more and more unstable as the three worshippers all gather atop a cliff to praise the Great One.

The Enforcer Alien, "it's time for the final purification of your planet, and you three along with it!"

Gwen, "please tell me we have a plan B?"

The Leader Alien, "his beauty."

The Enforcer Alien, "his power."

The Interpreter Alien, "his pus."

The Leader, Enforcer, and Interpreter Alien speak rapturously in unison, "the end is upon us!"

With the worshippers out of commission, Ben turns his attention to the Great One, which has grown substantially in the short time since it began its feeding.

Ben, "it's time to bust out everyone!"

One after another, Ben transforms into his aliens to combat the Great One, but each alien fails in their attacks!

FourArms' strength has no effect on their hide!

HeatBlast's fire can't even burn the skin of the giant life sucking alien!

WildMutt's strength and razor sharp claws can't even break through the skin!

BuzzShock tried shooting a large amount of lightning at the giant tick, but it didn't even make it flinch!

XLR8 runs all around the big tick, trying to punch their way through at incredible speeds, but again, there was no damage!

StinkFly tries using their stinger to stab through the thick hide, but again, no substantial results!

DiamondHead formed gigantic sharpened crystals to stab into the tick, but only managed to scratch the surface!

GhostFreak tried flying into the tick, but it couldn't even manage to go through it, as if it were immune to his powers!

Upgrade merged with one of the hoverboards and tried to blast through the tick, but none of the blasts were able to do so!

RipJaws tried biting through the hide, but again, they only managed to go through the surface as if it were chipping a piece off a sidewalk.

They even tried to use GreyMatter, but the diminutive alien couldn't think of any way to break through the big tick's thick skin!

(Try saying that three times fast?)

The three are at the whim of the worshippers when they return.

Tossing sponges to them, the tall worshiper says, "the Great One must be cleaned before this world is destroyed!"

Ben, "there's no way I'm gonna-"

Max puts his hand on Ben's shoulder and whispers, "play along. This may be our only chance to defeat this thing."

As the three begin to clean the Great One, it begins to shed, revealing a yellow shell underneath its reddish exterior. Several large, purple pores also push their way out of the shell, spitting acid at random intervals.

The falling pieces of shell almost crush Ben, Gwen and Max.

Gwen, "Ben, don't you think NOW might be a good time to go hero?

Ben, "I'm trying. What if I turn into something ELSE that's useless?"

Max, "we're running out of time."

Ben, "and aliens. I went with everybody. Even GreyMatter! And he's not strong at all!"

Gwen, "not exactly everybody."

Ben, "oh, no way! I am not turning into that ball-thing again. Plus, I don't even know if I could. This watch turns me into the wrong alien all the time, and if I get the wrong one, we're all doomed!"

Gwen, "don't try and Earth turns into a giant cesspool!"

Ben, "I hate it when you're right!"

With nothing left to do, Ben dials up the new alien and transforms into them once again.

Upon seeing the new alien again, the worshippers attack him in rage and fear. The alien is able to avoid them by rolling away. As they fire on him, the worshippers accidentally hit the Great One.

Their attacks bounce off of its shell, giving Max the idea to use the shell pieces as shields. He grabs two of them and uses them to block their attacks!

The shell pieces work well, blocking the lasers and the acid releases from the Great One.

The Leader Alien, "let the digestion begin!"

Max, "digest this!"

He hits the alien with his shield, but he and Gwen are eventually trapped in a pit made by the acid, the two of them trying to stay out of the acid as the worshippers surround them.

But just before they are finished off by the worshippers, the new alien jumps in to save them, causing the worshippers' attacks to bounce harmlessly off of his shell.

He curls around Max and Gwen like a huge ball of armor, getting them out of danger!

Gwen, "woah, you're like a bowling ball!"

The new alien says, "more like a cannonball!"

The aliens fire a blast at him, but it reflects back at them.

The new alien, "actually, make that a Cannon-Bolt!"

Noticing that the attacks bounce off of his armor, the newly named CannonBolt uses this ability to his advantage, bouncing their attacks back at them and knocking them out of the picture.

With the worshippers once again out of the picture, CannonBolt turns his attention to the Great One.

He growls, "alright ya parasite. Let's play ball!"

His attacks are ineffective at first when he attacks the shell, but the pores on the Great One allow him to attack it from the inside. Once inside it, he bounces around its body, destroying its internal organs like a bowling ball rolling around a fruit!

He's able to cause enough damage to the giant tick, and it then dies in an explosion of purple slime!

CannonBolt emerges from the slime, shaking it off as he takes pride in finally defeating the Great One.

CannonBolt, "alright! Take that, ya ugly sack of pus!"

The blood of the giant tick soaks into the surrounding area, which slowly turns back to normal without the big tick destroying it.

Seeing that which they once worshiped was destroyed, the worshippers turn to Cannonbolt for a new thing to worship.

The Leader Alien, "hail to the new Great One!"

The Interpreter Alien, "hail, hail!"

The Enforcer Alien, "whatever."

Gwen comments, "not too loyal, are they?"

CannonBolt, "huh! I could get used to this kind of treatment."

That's right when CannonBolt then reverts back into Ben.

The Leader Alien, "um, perhaps we can find another Great One to worship?"

The Interpreter agrees and says, "one who is less…. Tiny?"

The Enforcer simply says, "goodbye. We won't be back!"

And with that, the three aliens made their way back onto their ship and flew off as the landscape finally returned to its normal state, as if the tick had never been there.

Gwen, "it looks like everything's going back to normal."

Ben, "hate to break it to you, Gwen, but nothing we ever do is normal. Maybe we can get some rest and relaxation in the great outdoors. It'll be good for us, especially since there's no mess to clean up!"

Later, we see the group cleaning up the RustBucket from the slime and guts the big tick had left when CannonBolt had defeated it. The only place the slime had been left behind.

Ben, "ugh, me and my big mouth!"

Max, "uh, Ben, you missed some tick goop over there."

Ben, "oh, man!"

Cleaning up the RustBucket seemed like an oddly fitting way to end such a strange day….

Chapter Text

We once again see the Tennysons, as they are waiting in a long line to buy a newly released game. Ben was beyond excited.

Ben, "man! I can't believe it's finally here! Sumo Slammers 2.1!"

Gwen, "don't you already have this game? You play it all the time!"

Ben, "yeah, but this is version 2.1. There is a big difference between this one and the last one! You can change your character's color anytime you want!"

Gwen, "ugh, I can't wait any longer. Can't we go somewhere else? Somewhere way more exciting than a really long line?"

Max, "hmm, how about we go over to that bookstore? Ben, are you okay with staying in line on your own?"

Ben, "yeah, I'm fine. You guys go on ahead."

And so, they decide to enter a nearby bookstore as Ben continues to wait in line for the game.

….

Later, they come back out of the store.

Gwen, "I wonder how Ben's doing after waiting for so long? He probably has the game by now."

That's when they heard a huge crash!

The line is no longer there, but what shocked them was that FourArms was running about on a rampage, even attacking the police!

Max, "what the-?"

Gwen, "what the heck is he doing?!"

Gwen and Grandpa Max are shocked, as they believe that Ben is the one to blame.

But there's a certain detail they don't notice. The Omnitrix on their shoulder is nowhere to be found, and their color seems to be a shade darker!

Suddenly, a group called; The Special Alien Containment Team, or the SACT, arrives, and prepares to defeat 'FourArms.'

Before doing so, Gwen runs up to 'FourArms' and yells, "What are you doing?! What's gotten into you!?"

'FourArms', "get outta the way!"

He pushes her out of the way, her words having no luck as he continues to attack and ends up being shot by the SACT's advanced weapons.

Unfortunately, 'FourArms' leaps off and leaves them behind.

Max and Gwen look at one another in shock and confusion, wondering just what exactly was going on?

….

Back at the RV, Gwen is infuriated by Ben's recent actions over a video game.

She and Max storm in to find Ben sitting there, playing his new game very calmly and quietly while Chester is sitting on his shoulder. Chester flies back to his roost as Gwen and Max approach Ben.

Gwen, "what the heck were you doing?"

Ben, "um, playing my game?"

Gwen, "we saw you as FourArms, attacking people!"

Ben, "um, what're you talking about? I've been here this whole time after I got my game."

Gwen, "really? Then explain this?"

Gwen shows a clip on her computer that had been put online of FourArms attacking the city!

Ben, "what the?! I haven't been doing that!"

Max, "Ben, I wanna believe you, but look at this evidence."

Ben looks closer at the clip, and then says, "there's no watch."

Gwen and Max, "what?"

Ben, "the FourArms in this clip has no watch! That can't be me!"

Gwen and Max looked at the clip, and saw that Ben was right, the Omnitrix wasn't on this FourArms!

Max, "he has a point Gwen. This must be an imposter!"

Gwen, "maybe, but the watch does crazy stuff all the time. Maybe it's another glitch?"

Ben, "if it isn't, we gotta prove it. We need to go and find this imposter before he causes any more damage!"

Max, "I agree."

Gwen, "alright, I guess that makes sense."

And so, they leave the RustBucket in search of this imposter.

….

A little while later, Ben, Gwen and Max are searching for the imposter as Gwen is still a little suspicious of her cousin.

Ben then spots the 'FourArms' in an alleyway!

Ben, "there he is!"

Ben goes after him, with Max and Gwen trying to keep up with the chase.

Ben attempts to activate the Omnitrix to transform into XLR8, though no luck.

Ben, "come on! Why does this thing glitch out when I need it the most?!"

Ben finds the FourArms double at the top of the US Mint building and Ben decides to go after him.

….

Inside, Gwen and Max enter, but can't seem to find Ben anywhere.

Max, "Ben?"

Gwen, "hey dweeb? Where are you?"

Gwen hoped using that nickname would make him show up.

But soon, they find HeatBlast attacking the place! His back is to them, so they can't see that the Omnitrix isn't on their chest!

Gwen runs up and yells, "yo, hothead! Back off the fireworks before somebody gets really hurt! Now, if you take responsibility for all the crazy stuff you've been doing lately, I'm sure we can help you with whatever glitch you have going on with the watch!"

'HeatBlast' says, "nice to see you again, cutie."

Gwen, "a- wait…. Cutie? It…. It can't be-?"

That's right when Ben runs in next to Max, who is both shocked and relieved by the sight that his grandson isn't wrecking the place.

Ben, "Gwen!"

Gwen turns to see Ben standing there, meaning he was telling the truth this whole time!

Gwen, "Ben! It's-"

The HeatBlast imposter pushes Gwen aside and shoots a ball of fire at Max! Ben transforms into DiamondHead faster than anyone can blink and blocks the fires just in time to protect his grandpa as Gwen runs over to them.

DiamondHead chases after the imposter Heatblast through the building, but he's stopped by coins that were held in a large container above him that HeatBlast shoots down with his fire, sending him onto his back.

He sits up as the imposter approaches.

'HeatBlast', "you really stink with those powers, you know that?"

DiamondHead, "who the Hell are you?"

'HeatBlast', "you mean you really haven't guessed…. Partner?"

DiamondHead, "'partner?' Wait…. No…. It can't be…. You're-!"

Suddenly, the imposter's head begins to change and morph into StinkFly's head, and then into BuzzShock's head, and then finally, Kevin Levin's!

Kevin, "hey there, 'partner.'"

DiamindHead, "Kevin!? But, how?!"

Kevin, "the last time we met, I absorbed enough of the energy from that watch of yours, that I now have access to almost all of those super powered freaks in it for some reason, I can't turn into that ghost one. But it came at the cost of losing access to my original form. I can only take it for a short time. And now, I've been using your powers to ruin your reputation as a hero. I do the crime and you get the time."

DiamondHead, "I wanted to help you Kevin. We all did. But you attacked us!"

Kevin, "yeah? Well I don't care!"

Kevin transforms into K-StinkFly and flies away, leaving DiamondHead behind with the authorities as they arrive and begin storming the building.

A bunch of them surround DiamondHead as he tries to explain what's going on.

DiamondHead, "listen! I'm not the one responsible for all of this! It's someone else posing as me! I'm a good guy!"

They don't seem to believe him.

Max and Gwen come by to back his story up.

Gwen, "it's true! Don't hurt him!"

Max, "you're making a mistake!"

But the SACT don't believe them.

They all shout orders for them to move!

"Move!"

"Stand down!"

"Get out of the way!"

So DiamondHead has no other choice but to run and hide. The SACT runs past Max and Gwen as they chase after DiamondHead!

As he runs off, DiamondHead looks for an area to hide.

Two soldiers find him and shoot at him, but DiamondHead counters back by knocking a platform down to stop them from chasing him.

As DiamondHead continues to find a way out, he's again detected, but this time, he's trapped between two teams of SACT agents.

To make matters worse, the Omnitrix is about to timeout.

As DiamondHead brainstorms for an idea, he jumps down and reverts back to Ben just in time.

The soldiers find Ben as he says, "o-oh God, is that big crystal guy gone? I swear, I thought he was gonna kill me!"

The soldiers looked at one another in confusion as Ben thought, 'suckers.'

Ben is escorted back to Gwen and Max.

Gwen acts relieved to see Ben again as she hugs her cousin, who hugs back.

Just then, the SACT leader, Steel, arrives.

Steel, "you three are gonna want to vacate the area. Those aliens might come back."

Steel keeps glancing at the Omnitrix. Ben quickly pulls up his wristband to cover the watch, as he is suspicious of Ben, though he lets them through.

After they leave, he looks to his troops and says, "follow them. They may have more to do with this than we know."

….

In the RV, they discuss with each other what's happened so far.

Max, "so Kevin can transform into all of your aliens."

Ben, "a side effect after he absorbed power from the Omnitrix."

Gwen, "I looked online and found some news headlines. It looks like Kevin has been busy using your alien forms to wreak havoc in major cities. Tallahassee, Chicago and Barstow are only the tip of the iceberg."

Ben, "I guess we've been so busy with stuff like Vilgax, Phil, and that giant tick, that we haven't been able to get a newspaper."

Max, "well whatever the case, we need to stop Kevin. Let's hope there's still a way to reason with him."

Gwen, "agreed."

Ben makes a kissy face, indicating Gwen might still have a crush on Kevin, but she thwacks her cousin on the head.

Ben, "ow!"

All of a sudden, a trolley train is shown heading down the street, but it seems to be out of control, with all of the people on it screaming!

Gwen, "that trolley is outta control!"

Ben, "and I have a hunch on who's the cause…."

….

Ben is right on the money, as Kevin, as Upgrade, is controlling the trolley, laughing in maniacal glee!

….

Ben climbs up to the top of the RustBucket and tries to transform into Upgrade himself, but he transforms into WildMutt instead.

WildMutt gives an exasperated roar.

He jumps onto the road and runs to the rescue of the trolley train and it seems that the SACT have been tracking them, as several of their vehicles are trailing behind them!

Inside the trolley, the driver tries to stop the car, but K-Upgrade pulls it out, which makes their situation worse.

WildMutt is behind them and eventually gets on top of the trolley.

K-Upgrade finds him and tries to get him off, shaking the trolley around to throw him off, but WildMutt is able to get inside the trolley!

….

Behind the car, Max pilots the RV, transformed into its aerodynamic form, hoping to catch up with the trolley.

….

Inside the car, K-Upgrade is able to get WildMutt down on the ground of the vehicle and tries to get away with it by leaving, transforming into K-StinkFly and flying away!

The trolley continues to move and is headed to a nearby pier.

Max gets close enough and yells, "Ben! Get on the RV!"

Max throws a grappling hook to put on the trolley. It hooks on as Max throws a line to WildMutt, who grips the rope in his mouth, pulling the trolley as hard as they can as Max puts the brakes on the RustBucket.

Before the trolley falls to its doom, Max and WildMutt are able to save everyone in it!

WildMutt runs off as Max and Gwen drive off in the RustBucket after him, leaving the SACT behind to handle the situation.

….

Later at night, the RustBucket stops in a parking lot.

Max and Gwen come out and it seems that they were there to pick Ben up after the incident.

In an unfortunate situation, the SACT are there, surrounding the area, there to take the Tennysons down, after seeing that they were involved with the alien business.

Steel approaches them and says, "you three! I know you're involved with these aliens sightings! And it must have something to do with that watch on that kid's wrist!"

Ben puts his hands behind his back and quickly pulls his wristband back on.

But before anything else could be said and done, a report suddenly goes through!

"Attention all SACT! An alien has been sighted in the area. Subject is large, made of green crystals and wearing a black and white outfit of some kind!"

Steel glares at the Tennysons.

Steel, "this isn't over. You're off the hook this time, but we'll be back!"

As the SACT leaves, the trio looks at one another in silent agreement.

….

Steel and his troops arrive at the bridge to see K-DiamondHead reeking havoc!

Steel gets down to the bridge to deal with him.

Steel, "freeze, freak!"

K-DiamondHead turns to Steel and gives an evil smile as he starts shooting crystal shards at him. Steel dodges as fast as he can as he tries hitting the alien over and over again, but he's no match for him and K-Diamondhead beats him up!

He holds him over the edge of the bridge and says, "any last words before I drop you like a sack of bowling balls?"

"Let him go Kevin!"

Steel and K-DiamondHead turn to see FourArms landing a few feet away.

FourArms, "let him go. This is all about you and me."

K-DiamondHead, "sounds good to me."

K-DiamondHead tosses Steel away as he and FourArms have a standoff.

K-DiamondHead, "still trying to be a goody two-shoes, Ben? Let me guess. You just want to help me."

FourArms, "I tried to help you Kevin! Grandpa Max tried to help you! But you won't accept this help! Rather than using your powers for good, you hurt people! You could be so much better!"

K-DiamondHead, "shut up and fight!"

K-DiamondHead runs at FourArms, yelling as they begin trading blows with one another!

As they continue to battle one another, the SACT readies their weapons!

Gwen and Max stop the RustBucket in front of them and run out.

Gwen, "wait! Don't shoot! You might hit FourArms! He's trying to help."

Max, "please, don't shoot! Let them fight!"

Steel, "troops! Don't shoot until my command!"

As K-Diamondhead is no match for FourArms, he transforms into K-Heatblast, which he thinks will give him an advantage.

However, FourArms is able to run through the flames he sends out and is able to knock him into the air, but he transforms into K-StinkFly. He starts shooting globs of goop, but FourArms is able to dodge them. Before K-StinkFly is able to attack FourArms any further, he transforms back into Kevin, landing in front of him.

FourArms comes up to him, readying a punch, and smashes his fist into the ground, deliberately missing Kevin's head.

FourArms glares at Kevin as he steps away.

Kevin, "what are you doing?! Fight me! This isn't over!"

FourArms, "yes it is! I don't wanna fight you Kevin. All we wanna do is help you. But you keep throwing our help back into our faces! Well, you know what…. This isn't worth my time."

FourArms turns away as Kevin begins growling in pure hate and rage.

He yells, "GET BACK HERE AND FIGHT ME YOU BASTARD!"

FourArms continues walking.

Suddenly, Kevin's body begins to spark and strain. His ability to regulate the absorbed power he has, has begun to fail altogether, causing him to mutate into a misshapen, chaotic amalgam of the Omnitrix aliens! StinkFly's wings, GreyMatter's eye and two of FourArms eyes, RipJaws' teeth and light on the forehead, four arms and the legs of FourArms, one of the arms being DiamonHead's, one being HeatBlast's arm, two being WildMutt's arms, XLR8's tail, Upgrade's circuitry on his back, and his shoulders looking like Buzzshock's skin.

FourArms, "what have you done?!"

Kevin, "hahaha! I've got ALL of your powers now! I'm Kevin Eleven! Hahaha!"

He starts trying to hit FourArms, who avoids the punches as fast as he can as he tries to get to Kevin!

FourArms, "Kevin, please listen! You don't have to do this!"

Kevin 11, "HAHAHA! I know! I just want to! HAHAHA!"

Kevin punches FourArms down and tries to turn back to normal, but he can't! He strains and strains, but nothing happens!

Kevin 11, "I…. I can't change back! I'm stuck like this! Look at what you've done!"

FourArms, "oh, man! Is there anything I'm not going to get blamed for today?

Kevin 11 tries running at FourArms, but Steel yells to his men, "SHOOT THE BIG ONE!"

The troops start shooting at Kevin, forcing him back and causing him to fall from the top of the bridge, down to the ocean water!

FourArms tried to reach for Kevin, but he didn't even get a chance to grab him

Steel and FourArms look at one another as they stand on the bridge.

One of the soldiers calls Steel and asks, "sir, we have the other target in sight. Shall we engage?"

FourArms, "..."

Steel, "... no. Let him go."

"Understood sir."

FourArms and Steel give silent nods to one another.

FourArms runs off as Steel starts making his way off of the bridge.

….

Later, as the Tennysons drive off to their next destination, Steel stops them to have a talk with them.

Steel, "I don't know why these aliens keep showing up when you're around…. But I suppose if they're the good kind, maybe that's a good thing."

Max, "well, have a pleasant night sir."

The RustBucket drove off, leaving the SACT to clean up the mess….

….

On the RustBucket, all three of them have sad looks upon their faces.

Ben, "I wish I could've helped him. I know we fought, but he seriously needs help."

Max, "I know he's still out there Ben. Maybe one day, we can get through to him."

Gwen, "let's hope so…."

And with that, our heroes were off once again, hoping to one day help their foe….

….

Meanwhile, far away on a small patch of land in the middle of the water, we see Kevin dragging himself onto the land, coughing as he catches his breath.

Kevin growled out, "this isn't over Tennyson. The next time we meet. You. Are. Dead!"

Chapter Text

Ben slowly wakes up with a yawn inside the RustBucket.

He looks out the window. It seems that they are stopped at a gas station.

Ben goes out to see Max finishing up filling the RV with gas, and Gwen drinking a beverage. But Ben felt that something was off. Max wasn't wearing his hat, and Gwen had a different shirt on.

But suddenly, criminals with masks come out of the gas station!

One of them removes their mask and before they're ready to leave, Ben appears out of nowhere.

Ben, "hey, maybe you wanna give that stuff back?"

Max, "Ben! Get back in the RV!"

But Ben ignores Max and says, "let's see how you like dealing with FourArms."

But as Ben smacks his wrist, he realizes something. The Omnitrix is gone!

Ben, "what the!? Where's the watch?!"

The biker robbers are ready to attack Ben as Max yells, "don't just stand around! Move!"

Max knocks one of them down by whipping him off his bike with the gasoline hose.

The second one comes, and this time, Max uses a garbage bin to knock him down.

They finish them off, but as they're ready to leave, Ben asks, "but wait, where did the watch go?!"

Max, "watch? Ben, what're you talking about?"

Ben can't ask anything further as he and Gwen are pulled into the RustBucket, they drive off and the police come to take the criminals to jail.

….

In the RV, Gwen praises Max for what he did earlier.

Gwen, "you were amazing out there Grandpa! You took down those guys so fast!"

Ben, however, worries where the Omnitrix went and searches for it.

Ben, "it has to be here somewhere! Grandpa, where is the watch?!"

Max, "watch? Ben, I picked you up just a few hours ago, and you weren't wearing a watch or anything."

Ben, "is the heat getting to both of you? I'm talking about the Omnitrix."

Grandpa Max stares suspiciously.

Gwen, "I'll help you look for it. So, uh, what does it look like?"

Ben, "what are you talking about? The Omnitrix. Big watch that glows green? I found it on our first day of the summer?"

Gwen, "uh, Ben, today is the first day of summer?"

Ben, "that can't be right! Just a few days ago we fought Vilgax at Mount Rushmore!"

Max immediately loses control of the RV, but regains control.

Max, "how do you know that name?!"

Gwen, "wait, Grandpa, do you know what Ben is talking about?"

Max quickly parks the RustBucket and gets out of his seat to stand in front of Ben and Gwen.

Max, "Ben, how do you know about Vilgax?"

Ben, "we fought him! Don't you remember? At Mount Rushmore, at the old Plumber base!"

Gwen, "why would plumbers have a base?"

Ben, "the Plumbers are intergalactic heroes! You told us all about it and your old team Grandpa!"

Max held a tense look as he asked, "if you know about that, say the names of my team?"

Ben, "Phil Billings, Rook kai, Palliday, Grandma Xylene, and your last partner was-"

Ben and Max, "-Devin Levin."

All three of them looked at one another in total shock.

Gwen, "okay, we need to have a serious talk."

….

Meanwhile, in space, the same fight against Vilgax's ship and the smaller blue ship was taking place.

The smaller ship launched the Omnitrix to Earth and crashed in a colder climate, and Vilgax's ship was damaged.

But there was a big difference this time. Vilgax wasn't mortally wounded during the battle!

Instead, he was able to get to safety before then!

More evidence that things were much different this time.

….

In the RV, Ben continues to explain everything to Max and Gwen.

All of their battles they went through before time had seemingly gone backwards. The Kraken, Dr. Animo, Hex, the Limaxes, Kevin, the MegaWatts, the Big Tick, Clancy the bug guy, the Forever Knights, and of course, Vilgax.

Gwen, "so if you went through all of that, what's going on?"

Ben, "I guess I've somehow gone back in time, and there's a few changes to everything."

Max, "well, we'll figure it out soon. For now, we're here!"

They have arrived at their campsite and Gwen seems to enjoy the spot.

Gwen, "it's beautiful here."

Ben, "this is where you used to take Grandma Xylene, right?"

Max, "er, right. I'm gonna have to get used to that."

Ben, "this is supposed to be the night I found the Omnitrix. Maybe if I find it again, everything will go back to normal? Ya know, repeating it all?"

Gwen, "maybe, but for now, let's set up camp."

Ben, "agreed."

And so, the trio begin building up camp.

Gwen went to go get firewood as Ben and Max set up the tents.

As Ben helps Max out, he notices the shooting star that holds the Omnitrix.

Ben runs off as Max calls out, "Ben! Come back!"

Ben makes it to the impact site, he finds the pod that held the device gone.

Ben, "what the?! No, no, no! Where is it?"

But then Ben sees what happened.

Gwen is trying to get the watch off of her wrist!

Ben, "no! I'm too late!"

Gwen, "is this the Omnitrix you were telling us about?"

Ben, "yeah. That's it."

Gwen, "well, how do I get it off?"

Ben, "you can't. It bonds to your DNA, and it's pretty much stuck there!"

Gwen then activated the watch.

Ben, "Gwen, be careful, that's not a toy. It's the most dangerous thing in the galaxy."

Gwen shrugs him off, activates the Omnitrix, and transforms into a female Pyronite! She looks like HeatBlast, but with a slimmer figure.

Gwen, "woah! I'm on fire! But, I'm okay?"

Ben, "that's HeatBlast. One of the aliens you can turn into. Just be careful not to start a fire, even a small one."

G-HeatBlast, "oh please, only an idiot would do that."

Ben chuckles nervously.

G-HeatBlast experiments with her powers and she uses her firepower to spell Gwen with fire in the sky!

Ben, "woah! How did you do that? It took me ages to get that trick down!"

G-HeatBlast shrugs, "so, Ben, what other aliens does this thing have on it?"

Ben thinks for a moment, and then gives a devious grin.

….

Back in space, a pod has been released from Vilgax's ship and is headed down to Earth.

With the same mission as before; get the Omnitrix.

….

Meanwhile, Ben seems to have fun with Gwen, having transformed her into GreyMatter. She was wearing a tiny version of her outfit, and a small tuft of red hair on her head.

She is terrorized by a raccoon!

G-GreyMatter, "Ben! This ain't funny! Help me out here!"

As the raccoon chases G-GreyMatter, Ben laughs at G-GreyMatter's attempt in running away from it.

Ben then grabs her, scaring the racoon away.

G-GreyMatter, "you jerk!"

Ben, "alright, I'm sorry. I just needed a good laugh after everything that's happened."

Ben holds G-GreyMatter and begins to explain the Omnitrix.

Ben, "there's around ten aliens already on it, but you'll eventually unlock more. Each one has different abilities I had to learn. Now-"

But before he can continue, suddenly, the same pod that was sent out by Vilgax arrives on Earth, but lands where Ben and Gwen were.

They both grow wide-eyed as they see it transform into a giant robot drone and it seems to be looking for the Omnitrix.

Ben hides G-GreyMatter behind him, so the drone doesn't spot the Omnitrix and begins making its way towards the other campgrounds.

G-GreyMatter, "what do we do?"

Ben, "wait for the watch to time out. After that, I know just the alien for you to use…."

….

Later, at a nearby campground, the drone attacks the area to flush out the holder of the Omnitrix.

Suddenly, several crystal shards hit the drone!

The drone turns to see Ben and a female DiamondHead arrive.

G-DiamondHead is wearing a blue and white version of Ben's outfit, and has softer edges to their crystals.

The drone senses the Omnitrix on G-DiamondHead and it attacks her.

Max sees G-DiamondHead and says, "Gwen?"

G-DiamondHead, "hey Grandpa. Now, let me take care of this ugly thing."

G-DiamondHead runs off to fight the drone! When she gets near, the drone tries to pull off G-DiamondHead's arm!

Ben, "slice it and dice it!"

G-DiamondHead breaks free due to Ben's advice, slicing her way out!

While G-DiamondHead fights the giant robot drone, Max pulls Ben to safety.

Max, "Ben, you're in danger. We need to get you and the other people to safety", as they watch G-DiamondHead, Max thinks aloud, "wow, Gwen is doing pretty good in combat! And she's a quick thinker!"

Ben looks down and thinks, 'yeah. Compared to me, she's much better.'

G-DiamondHead then destroys the drone by reflecting its lasers off of her diamonds, and blasting it into bits!

She runs off as the other people camping get to safety, and Ben and Max follow after her.

….

Back at Vilgax's ship, Vilgax finds that his droid is completely destroyed.

Vilgax, "hmmm. The holder of the Omnitrix must be cunning and strong. I must go to Earth myself, if I am to finally retrieve the Omnitrix!"

….

Back at the RV's camping site, Ben is awakened by Max's snoring. Gwen is outside, and Ben goes to see what she's up to.

Ben, "yawn, what're you doing up so early?"

Gwen, "I never went to bed. First, I was a high-tech alien and merged with my laptop to triple its processing speed, and then I turned into this fish creature to catch us some lunch, then I became this speed alien to go home and pick up some clothes I forgot to pack."

Ben, "so you used Upgrade, RipJaws and XLR8. Gwen, the Omnitrix isn't a toy to be used for fun."

Gwen, "oh, nonsense. I saw an old bowling alley near here! Let's go check it out!"

As Gwen runs off, Ben follows and says, "now I know how she felt when I did these kinds of things!"

….

Back at Vilgax's ship, a nearby monitor comes up in front of him to show him where the Omnitrix most likely is.

….

At the bowling alley, Gwen is now her version of FourArms, who has long hair, and more feminine armor compared to Ben's.

She managed to hit multiple strikes using this alien, and yells it every time she gets one.

"STRIKE! STRIKE! STRIKE! STRIKE!"

Ben tries bowling, but he gets a gutter ball.

G-FourArms reverts back to Gwen and sees that Ben seems to be disappointed.

Gwen, "Ben, are you okay?"

Ben, "sigh, no. I'm not. I used to feel special when I wore that watch. Like I actually made a difference. And it felt good to get better and better at using it. It took me ages to get good at using my aliens. But now, it's like all of my hard work has been erased! And you're so much better with the Omnitrix then I am in just a day! You didn't accidentally start a fire, you took down that robot in no time flat! And it makes me wonder…. Should you have gotten it from the very beginning?"

Gwen held a sad look as she heard her cousin express his feelings like this.

Gwen, "Ben-"

But before they could do anything else, Vilgax arrives in a giant spiked ball!

Ben recognised the ball all too well.

Gwen tries to reactivate the Omnitrix, but no luck.

Ben, "it's timed out!"

Vilgax exits the balls, and Ben notices he's smaller than when they fought, another difference between what happened for Ben the first time.

Vilgax, "give me the Omnitrix, you insolent brat!"

Ben tries to attack him with a sharpened board from the wall, but is thrown back and hits the wall, knocking him out!

Vilgax grabs Gwen and takes her away.

Gwen, "Ben! Help!"

But it's too late, the ship takes off!

Max arrives in the RV and picks up Ben from the severely damaged bowling alley.

….

Later in the RV, Ben has woken up and tells Max what happened.

Ben, "Vilgax attacked us while Gwen couldn't use the watch! We've gotta save her!"

Max, "we will. Just be glad you remember what happened when you were the one with the Omnitrix. What's he gonna do?"

Ben, "he's gonna try to get it off of Gwen so he can use it and form an army of shape-shifting aliens!"

Max, "not if I can help it. If I stopped him once, I can stop him again!"

Ben, "to Mount Rushmore?"

Max, "to Mount Rushmore."

….

In Vilgax's ship, Gwen is strapped to an extraction device and Vilgax prepares to remove the Omnitrix from Gwen.

Gwen, "er, maybe you could just slip this thing off?!"

Vilgax, "oh? But where's the fun in that? It will be a pleasure to see you in pain! Pilot, prepare for takeoff!"

….

As the RV drives through the path that the giant ball made, Max opens a compartment where a small handgun is kept.

He gives it to Ben.

Max, "just in case."

Ben, "thanks. This'll definitely help."

As they arrive at Vilgax's ship, Vilgax is ready to remove the Omnitrix.

The RV smashes through the wall, shocking Vilgax!

Max exits while holding the large gun.

He shouts, "get away from my Granddaughter!"

Gwen, "Grandpa!"

Vilgax, "Tennyson!"

Max shoots his weapon, though Vilgax dodges the blast; due to his slim and more athletic build. Vilgax then slices the weapon in half.

While Max and Vilgax fight each other, Max using an armored gauntlet to block most of the attacks, Ben comes up to Gwen to help her out. He uses a large slab of metal to break the bonds holding Gwen, freeing her from her confinement!

Max is then launched close to them by Vilgax, who is glaring down at them.

Ben then grabs the weapon and blasts Vilgax with a rather powerful burst of energy that hits some of the ship's inner components!

A great surge goes through the ship, and hits Gwen, spinning her around and around!

Gwen, "agh! Getting dizzy!"

The surge unlocks something within the watch, and it jumps off of Gwen as she falls to the ground!

Ben sees the watch flying through the air!

Maybe his last chance to go back to before. But as he tries to grab it, he just barely misses it as it ends up on Max instead!

Ben, "no! Now I'll never be a hero again!"

Max, "you just were. As Ben. Not everyone can get a hit on Vilgax."

Ben smiles at his grandpa.

The ship begins shaking, indicating it was about to crash!

Ben gets an idea!

Ben, "Grandpa, use Upgrade!"

Max, "Upgrade? Which one's that?"

Ben helps show Max how to use the watch, flipping through until they land on the silhouette of Upgrade. Ben presses down, and in a green light, Max has turned into Upgrade. His version is a bit bigger, and has slightly faded black and green, indicating they were older.

M-Upgrade, "what now?"

Ben, "now, we get outta here!"

….

Moments later, we see that M-Upgrade has merged with the Rustbucket, and is flying away from the ship. But unluckily, Vilgax is able to hang onto the RV after they ram him, though Upgrade pops a hand out from the side and throws him in the air.

M-Upgrade, "get off my planet, You squid-faced monster!"

Ben then uses the blaster to send him back to his ship, and they seemingly end Vilgax's life, as well as destroy his ship in a huge explosion!

The RustBucket lands on the ground, and

M-Upgrade reverts back into Max after unmerging from the RV, who says, "I could get used to this."

But just then, something unexpected happened! Before all three of them, a blue portal of some kind opens up!

Stepping out of the portal was a man in a lab coat, and brown pants with a brown scarf, goggles and a brown Irish cap covering his face. He is holding an old pocket watch in his hands.

Ben, "what the...?"

Max, "who are you?"

The man replied, "I cannot tell you my name just yet. It's quite a 'paradox' if I do say so."

Ben, "well, what are you?"

The man said, "in short, I am a time traveler. One who has a duty to fix things."

Gwen, "well, what're you doing here?"

The man, "like I said, I have come to fix things. You see, some form of anomaly occurred in the space time continuum, and I have come to bring your Benjamin back to his own timeline."

Max, "what?"

The man, "well, this anomaly caused the Ben of your world, and this Ben here to switch places. You come from a universe where you received the Omnitrix, but instead, all of this happened."

Max, "so, this isn't time travel?"

The man, "no. Rather, switching places. Once I take this Ben back home, your Ben will arrive, and everything will be as it should have been. Alright?"

Max, Gwen and Ben were confused, but accepted the man's words as Ben entered the portal with him and….

….

…. Ben found himself staring at the RustBucket as Max and Gwen stared at him. They looked like HIS Max and Gwen.

Ben, "so, did you guys meet a version of me who was from another universe?"

Max and Gwen nodded as Ben said, "well, let me tell you what I went through…."

And thus ends another odd adventure for our heroes. In two universes, no less!

Chapter Text

We see a very large spaceship heading towards Earth, casting a shadow on the moon.

….

On Earth, next to a wind farm, the RustBucket is on its side, while Gwen and Max are reeling from an impact.

Outside, DiamondHead is knocked back from someone into a windmill. This someone is Kevin, back after his defeat last time.

Kevin, "you are one sorry sight, 'Rockhead!'"

DiamondHead, "that's DiamondHead. And speaking of sorry sights, have you looked in the mirror lately?"

Kevin, "it's payback time! This is for turning me into a freak!"

DiamondHead, "I tried to help you Kevin. I really did. But I'll deal with your freakish butt if I have to!"

Kevin, "diss me all you want. I'm still 10 times better than you! I got all your powers, plus my own! I'm 'Kevin 11!'"

Kevin fires crystal shards with his Petrosapien arm. They break instantly on DiamondHead's skin, except for one that DiamondHead catches and breaks himself.

DiamondHead, "too bad each one of those is only a tenth as powerful as mine! Heck, you don't even have GhostFreak's DNA! Wonder why that is…."

Kevin spits Lepidopterran goop at DiamondHead's face

DiamondHead , "ew…. Gwen's right, this stuff is gross."

Kevin charges him, lifts him in the air, and throws him into a windmill's fan. Kevin laughs, but DiamondHead is already on his feet, holding the fan blade he crashed into and throwing it at Kevin like a shuriken. It knocks him to the ground. As Kevin gets up and DiamondHead limps over, the two lock eyes, nod, and start charging at each other. The moment before they collide, a red beam from the sky freezes them and teleports them away. Gwen and Max finally get out of the RustBucket and find nothing but an empty field and a trail of smoke.

Gwen, "Ben?"

Max, "Ben? Kevin?"

Gwen, "where'd they go?"

….

In a dark room, red energy materializes DiamondHead, who unfreezes from his position and completes the punch he was going to do. A spotlight appears on him seconds after.

DiamondHead, "ugh, woah, what happened? Where the heck am I?"

An announcer, "presenting our newest challenger from Planet Earth!"

The voice startles Ben. Suddenly, lights flash on, revealing an enormous cheering crowd surrounding and overlooking DiamondHead, who finds himself in a fighting pen.

DiamondHead, "uh, challenger?"

He looks at the crowd, stunned.

A rolling yellow mass quickly appears behind DiamondHead, which unfolds itself into a robot about twice his size.

DiamondHead starts backing up, "easy now…. You look a little upset!"

The robot unfurls blades from its arm joints and starts swiping at DiamondHead. He dodges the blades a first time and grips them with his hands a second time. As he holds the blades down, the robot stands up and opens smaller blade arms from it's shoulders, which swipe at DiamondHead and force him to lose his grip and back up. DiamondHead runs away from two large attacks and evades a charge with a somersault.

Meanwhile, the crowd is still cheering, as they can also see Kevin in a next-door pen fighting a robot of his own, as well as a few other pens holding fights.

DiamondHead launches a flurry of crystals. The robot deflects all of them with its blades. While it's distracted, DiamondHead quickly rushes it with a blade arm and cuts off its main left arm. The robot swipes behind itself, digging its blade into DiamondHead's forearms. DiamondHead looks at them in shock, then angrily readies himself with a blade.

DiamondHead, "looks like it's time to play; can opener…."

DiamondHead, now serious, expertly dodges a swipe from the robot and slices through both of its legs. Its body falls to the ground. The crowd roars.

….

A mysterious onlooker in a silent red room observes video screens showing DiamondHead.

The onlooker, "this one has spirit."

….

Meanwhile, in Kevin's pen:

Kevin, "you want a piece of me?"

Kevin blocks his robot's blade and bats it away.

Kevin, "I eat wimps like you for breakfast!"

He leaps up on the robot, opening up his Piscciss Volann mouth, and rips out the robot's singular eye piece. He kicks the robot backward into the pen's wall. It is still on its feet, moving forward.

Kevin spits the eyepiece away, "you want some more?!"

Kevin stands still. The robot goes for a swipe, but Kevin dodges and moves behind it with Kineceleran speed. He leaps on to the robot's arm and kicks it off the socket. In one flashy combo, Kevin slices the robot in half with its arm he's holding, tosses the lower half at the crawling upper half, and javelin-throws the blade arm into the two halves, causing them to explode in a fire. As a few rubble pieces hit Kevin, he notices the roaring crowd and smiles. He raises his arms to them and poses.

….

The same onlooker also watches Kevin on screens.

The onlooker, "Sadistic. Cruel. Merciless. True gladiator material!"

….

Back to DiamondHead; he is holding up a new robot with one arm as it flails. Then, the Omnitrix times out and the robot falls to the ground in front of Ben. The crowd gasps. The robot gets up and starts chasing Ben on its hind blades.

Ben is dodging the blade attacks as he says, "did I mention that I didn't wanna fight?!"

….

The onlooker, "a human?"

….

Ben eventually trips and falls next to the last robot's arm. The chasing robot jumps on top of Ben, but Ben manages to very quickly grip the blade and stab it before it crushes him. He pushes the defeated robot aside and the crowd rejoices.

….

The onlooker views both a panting Ben and a celebrating Kevin on two screens.

Onlooker, "resourceful. The crowd-pleaser. I'll make a handsome profit from these two!"

….

The wall separating Ben and Kevin's pens lowers. The two see each other.

Ben, "uh oh!"

Kevin, "yo, what is up with sending me to this freaky place?"

He crushes the ground in front of Ben, knocking him backward.

Ben, "I had nothing to do with this! How could I even do this, when I was busy fighting you?!"

Kevin, "ugh, fair point. But if you didn't bring us here, then who did?"

Kevin readies to punch Ben, but before he can, both are teleported to a new location.

They land in a room much smaller than the arena. Ben somersaults under Kevin's punch.

Ben, "okay, I definitely do not like that."

Two robot guards advance in between Ben and Kevin, and face them both. They twirl their ax-like weapons and jab Ben and Kevin's chests with the blunt ends, leaving behind a small device implanted.

Kevin, "hey, hands off!"

Kevin advances on the guard.

The guard backs away and touches a button on its gauntlet. Kevin and Ben both receive an electric shock from the small devices. They lie on the ground as the guards retreat from the room.

Ben, "where the heck are we?"

Ben looks out of an overhead window and sees Earth. The ship they are on is moving away from it, just now passing the moon again.

Ben, "sorry I asked…. We've gotta find a way off this ship and back home!"

A nearby alien says, "this is your home now. Escape is impossible!"

Ben and Kevin look behind them. Sitting down are 8 foreign aliens, one on the ceiling, all different shapes and sizes.

Alien #2, "we have all been taken from our native worlds, and forced to fight for our lives for the entertainment of the galaxy."

Kevin angrily shoves Ben on top of a platform, against a wall.

Kevin, "this is all your fault!"

Ben, "okay, I know you hate me, but how can this be my fault?"

Kevin, "I don't know…. It just is!"

Ben, "can't fault your logic there Kevin."

Kevin, "why you little-"

Both of them are shocked again. Kevin falls off the platform. A light bulb descends from the room's ceiling and lights up.

Alien #1, "meal time!"

A bench slides out in front of Ben, and trays fold out of the wall. Tiles from the ceiling slide out and slimy purple growths start hanging down, dripping ooze on to the trays. All of the aliens calmly walk up to the platform and sit down in front of a tray; Ben and Kevin do the same. ALL of the aliens are heartily devouring this purple goop. The alien sitting next to Ben motions to his tray.

Ben, "ugh, thanks, I had purple slop for lunch….

Alien #1, "you should eat before Technorg demands his offering."

Kevin, "who's Technorg?"

The ground shakes as someone else comes into the room. His feet stomp thunderously. Small ports on his knees spew out steam with each step. All of the foreign aliens get down on the ground to bow.

Alien #2, "the reigning champion! You would be wise to show respect."

Technorg is revealed to be a massive Detrovite warrior, with a giant mace for a left arm. Ben joins in the bow. Technorg comes in front of each alien in the sitting line, one by one, and gulfs down their entire tray of slop, crushing the empty trays with his bare hand. Kevin sneakily weaves his Kineceleran tail in front of the line and, while Technorg is distracted, picks up the next tray and pies him in the face with it. Everyone is in shock; purple goo trickling down Technorg's face.

Kevin, "wooooow, MAJOR disrespect! You gonna take that from him?"

He points to Ben.

Technorg grabs Ben and brings him up to his face.

Ben, "l-look, I don't wanna-", steam from Technorg's chest port blows into Ben's face, "uhhh!"

Technorg throws Ben across the counter, knocking over every tray and landing on the floor. He walks towards him.

Kevin, "hahahahahaha!"

Ben, "okay…. That's it! You wanna fight?"

He turns on The Omnitrix.

Ben, "then try picking on someone your own size!"

He slams down the dial

Technorg is blinded by the green light and then punched away by FourArms.

….

The onlooker's eyes, still watching, widen.

The onlooker, "this human is full of surprises! Bring them to me."

From the screen, FourArms teleports out of the room.

Both he and Kevin arrive in a new room, where two guards immediately pin them down with their weapons. The Onlooker reveals himself to the two, though a thin wall separates his room from theirs.

"I am Slix Vigma. This is the Megacruiser. Everything on this ship belongs to me, including you."

Kevin, "haha, I don't belong to nobody, Slick. You sorry-"

He is silenced with a shock.

Slix Vigma, "I speak, you listen. These eyes see everything on this ship, and these hands control everything on this ship. And I have decided that your…. Relationship…. Will make you an entertaining team in the arena!"

FourArms, "team?"

The guards connect Kevin and FourArms' legs with an energy-based leg cuff.

Kevin, "no! I'm not going around tied around to this loser!"

FourArms, "you took the words right outta my mouth!"

They are both shocked and fall to the ground.

Slix Vigma, "your fates are now linked…. If one of you should happen to expire, the shackles will ensure the other does as well. Now, your next opponent awaits!"

FourArms and Kevin look at each other as they're teleported out.

….

They arrive at a giant circular arena, with a large and recently acquainted shadow looming in front of them.

Technorg, "there's only room for one champion here! Me! RARGH!"

Technorg charges. FourArms and Kevin get up and run in separate directions, but their shackle stops them and Technorg grabs the both of them and tackles them to the ground, expertly somersaulting back on his feet to the cheers of the crowd.

Kevin, "nice move, moron!"

FourArms, "Kevin, give it a rest. This is both our problem."

Technorg's shadow looms over them. He grabs the link between their cuffs, spins them around in the air like a lasso, and throws them into an arena wall. FourArms detransforms and Ben falls to the floor.

Kevin, "great, now I'm stuck with this stupid piece of dead weight."

Suddenly, Technorg's silhouette appears above them, about to smash them. Kevin tries to dodge but he is hit, causing a big explosion. Kevin lands on the other side of the ring. Ben, tethered to him, butt-bounces on his head, before hitting the ground as well. Kevin glares at Ben but notices Technorg coming and runs away. As he runs he pulls Ben behind him, who slides on the ground in pain. When he stops, Ben looks up at him, annoyed.

Kevin, "aw gee, I'm sorry, did that hurt?"

Kevin focuses on the ever-advancing Technorg, but Ben gets an idea. He runs behind Technorg, who is about to knock Kevin, and tugs on his shackle link, preventing Kevin from running away and tripping Technorg to fall on top of Kevin.

Kevin, "aah! Hey! You did that on purpose!"

Ben, "for once, yes."

Ben smugly looks on at the crowd, who have started to boo.

Technorg, as he gets up, "boos?! No one boos Technorg! Technorg is the champion!"

He flexes to the crowd, trying to win them back.

Ben runs up to Kevin, "let's get some distance between us and him while he's distracted!"

Ben starts running away. Kevin doesn't and lets Ben get yanked by his cuff and trip.

Kevin, "you're not the boss of me, pukebag!"

Ben, "look, if we're gonna stay alive, we have to work together! Regardless of how much you hate me!"

Kevin, "why would I wanna work with you? You're useless! I'll take care of this goof myself."

Kevin turns to Technorg and shoots goop and crystals at him. It gets his attention, as he roars to Kevin and starts walking over to him. Kevin continues with the crystals but they just bounce off of Technorg's body. Ben and Kevin both take a step back.

Ben, "I'm sorry, you were saying?"

Angry, Kevin lights up his Pyronite arm and tries shooting a continuous blast of fire. It still doesn't stop him, but Ben notices a small ember falling onto a puddle of goop and causing a small combustion.

Ben, "…. That's it! Mix StinkFly goo with HeatBlast fireballs!"

Kevin, "what? What for?"

Ben, "just do it! Trust me!"

Kevin shoots both a goo blast and a fire blast. The goo simply sticks to Technorg, but the fire ignites the goo, causing an explosion that sends Technorg flying backward.

Kevin, "cool."

Ben, "if you use your powers in combinations…. They make up for not being full power! Okay, for example", he starts climbing up on Kevin's back, "XLR8's speed, plus FourArms' strength, plus DiamondHead invulnerability equals...?"

Kevin, "one mean punch!"

Ben, "now you got it!"

Technorg gets up, annoyed. Both he and Kevin run at each other, clash, and wind down at opposite ends of the arena. Kevin, using his invulnerability, is fine. But Technorg's mace arm crumbles in front of him. Kevin wastes no time and speeds over to him before he can react, punching and knocking him out. The crowd roars.

The announcer, "presenting our new champion!"

Kevin, "oh yeah! That's right! Who's bad?!"

Ben simply face-palmed at Kevin's ego.

Suddenly, a hologram of Slix Vigma appears in the middle of the ring, motioning to Technorg on the ground.

Slix Vigma, "now, finish him off!"

Kevin, "gladly."

Ben, "Kevin, no!"

Kevin doesn't listen, and walks over to Technorg. Ben quickly jumps off Kevin's back and holds back his shackle link before Kevin can make the killing blow. Kevin snaps around to Ben.

Kevin, "that's it. It's go time! Again!"

Kevin pulls on the link, whipping Ben off his feet and on the ground. He walks up and readies a finishing punch for Ben instead, but the both of them are shocked by their collars. Two robot guards quickly arrive on the scene and grip the two of them. A much larger hologram of Slix now appears in the air above the battlefield, looming over everyone.

Slix Vigma, "mercy? What a novel concept. Prepare for a galactic hyperjump! I need to…. Recruit some new blood…. Worthy of our champions."

The fighting is over.

Ben and Kevin walk into the holding/eating room from before. All the same aliens bow to them like they did for Technorg.

Kevin, "nice to finally get a little respect around here!"

Ben, "respect, or fear?"

They stop when they see a stone-faced Technorg in front of them.

Kevin, "thanks for lettin' him live, dipstick!"

Technorg surprisingly kneels in front of them both, holding out his tray of purple slop as an offering.

Technorg, "you bested the best. Then you spared my life. Now, you are my master."

Kevin takes the tray for himself and starts slurping down the slop.

Kevin, "actually, it was all my idea!"

Ben, "ignore him. Look, I don't wanna be your master, I just wanna get back to Earth."

Technorg peers behind him. The guards are still there. He gets in closer with Ben.

Technorg, "even if you could free your collar and escape, this ship will soon be traveling to a new galaxy."

Ben, "there must be some way to get to the guard's collar controls."

Technorg, "we have all tried. None of us are powerful enough to overtake them!"

Ben, "maybe not alone, but if we all work together…?"

….

Some time has passed. Ben is hunched over at the wall, over where two robot guards are standing at the door. The plan is ready. He winks at Technorg, who is sitting at the counter with another alien, innocently eating. He lightly knees the alien under the counter. The alien taps Kevin with its tail. Kevin nods.

Kevin, "ughh! I can't take it anymore! I gotta get offa this ship now!"

He fires fire blasts and crystals all around the room.

Technorg, "stop him! He's out of control!"

Technorg and all the aliens in the room dogpile Kevin. Though they are acting, the guards instinctively reach for their shock collar controls. All of the aliens are blasted back by their shocks as usual, but something's different…. The collars sputter and short out soon after delivering the shocks.

Alien #2, "the shock collars. They're disabled!"

A guard hovers over to the alien, and out from it pops GreyMatter, wires in hand.

GreyMatter, "all it takes is a short circuit, and a little GreyMatter!"

Kevin, "ah, get over yourself, short stuff. A monkey coulda done what you did!"

GreyMatter, "oh really? Then why didn't you?"

A guard on the opposite door is pressing its buttons but Technorg quickly smashes it.

Technorg, "freedom!"

The second guard is destroyed behind him by the ceiling alien. Kevin is busy beating away at a guard on the ground. GreyMatter's guard rolls up behind him.

GreyMatter, "come on!"

Kevin, "just when I'm starting to have some fun!"

He gives it one more punch then follows him out.

Up high in Slix Vigma's Tower, above the arenas, Kevin opens a sliding door to an empty room. GreyMatter's guard rolls up beside him and GreyMatter pops out.

GreyMatter, "the controls to the emergency escape pod should be somewhere….", he jumps down, leaving his guard to fall down, "that 'Slix' guy said he controls everything on this ship from here…."

They spend a moment scratching their heads over what they're missing, when Slix's voice and image appear on monitors in the room.

Slix Vigma, "actually, that's not quite accurate. What is said was, 'these hands control everything on this ship', including them", multiple guards enter and surround the room, "and, unlike you, they have no problem finishing off their opponents."

One guard's axeblade shimmers. GreyMatter's eyes widened.

The two are surrounded, by both guards and Slix.

Slix Vigma, "I told you, these eyes see everything, and so will everybody else."

The crowd cheers outside the tower. Slix is there too, on a hovering device.

Slix Vigma, "but your demise will not be the opening act, theirs will."

He shows them a video feed of the main arena. All of their alien friends, Technorg included, are there, cuffed and at the mercy of guards. A ring of the arena lowers into a pit full of savage orange/purple beasts, jumping at them in hunger. Technorg is aghast.

GreyMatter, "if we're going down-"

Kevin, "-we're going down fighting!"

The two make fists and leap at the guards. They dodge one guard's weapon energy blast, and another's ax swipe. They throw one guard at another, disarm a third's weapon and throw it at a fourth. Three are still up and firing energy blasts at them. Kevin grips GreyMatter and throws him at the closest guard, which GreyMatter quickly hacks and turns against the other two. After that he shorts out his guard and leaps out of it, the last of them.

GreyMatter, "nice teamwork!"

Kevin, "if you try to hug me you're gonna get slugged."

GreyMatter, "noted."

The Omnitrix times out, turning them back into Ben.

More guards suddenly appear in the door. Ben and Kevin run. They reach a balcony on the tower and peer at the arena below.

Technorg breaks out of his hand cuffs and turns to face his guards, but they zap him back with their energy blasts. Technorg almost falls off the ring, gripping the edge. The animals leer, the crowd cheers, and Slix is calmly watching aboard his hovering craft. He looks up. Kevin and Ben land right on top of him. Kevin picks him up and holds him in the air.

Kevin, "what do you think of this?"

Ben is tugging at the shackle link, "ease up! We still have to let him open the escape pods!"

Kevin, "I am done listening to you."

Kevin throws Slix to the ground below. The crowd cheers even louder.

Slix Vigma, "this is not part of the show. I command you-to…. Stop them…. Stop them…. Stop…."

Slix's head sputters with electricity, as do all the robot guards on the arena floor. Without Vigma's influence, they all fall to the ground.

Ben, "wait a minute…. Of course!"

But Ben is yanked by Kevin, who jumps down to the floor and advances toward Slix.

Ben, "Kevin, wait!"

Kevin doesn't listen. He picks up Slix, ready to throw him once more. A green light flashes behind him.

Kevin, "what?"

Slix-Upgrade, "I said wait!"

Kevin puts him down, "how did you-?"

Ben, as Upgrade, has now inhabited Slix. His robe falls to the ground, revealing him to be a floating robot, just like the guards.

Upgrade, "this guy doesn't just operate the control console, he is the control console! And now I control everything on this ship!"

Sure enough, the hovercraft psychically flies up behind him.

Kevin, "well goody-goody for you. Just so long as I'm not tied up to your ugly butt anymore!"

Ben had slipped off his shackle when he unrobed Slix. Kevin breaks off his and throws it away. Ben looks over to Technorg, who finally loses his grip and starts falling. Ben swoops in with his hovercraft and saves Technorg, much to the beasts' dismay.

Megacruiser Computerized Voice, "Initiating Intergalactic Hyperjump Launch."

Upgrade, "woah! I didn't do that, and I can't override it!"

Upgrade is typing away at a keyboard on the hovercraft, but his skin begins to peel off Slix's fingers.

Slix is pulling Upgrade off himself, "you don't have as much control over me as you thought…."

Technorg punches Slix's exposed face, and Upgrade assumes control of his body again. Upgrade lands the hovercraft on the arena floor and meets up with the other aliens.

Technorg, "we must get to the escape pods before we blast off to the next galaxy!"

Upgrade presses a single button and all of them are teleported away.

In the escape pod chamber, Kevin is already there, trying to punch a pod door open. They teleport in the room.

Upgrade, "need a hand? Or six?"

Under his arms, Upgrade produces four tentacles from his body and inserts them into a lock next to the pod door. They twist the mechanism open and, all around the room, the doors to the escape pods open.

Upgrade, "all of you, take the escape pods back to your home planets!"

All the aliens find and enter a pod with no hesitation, except for Technorg, who stops himself and stares at the pod. The rest all eject from the Megacruiser and fly off into different directions of space. Upgrade appears behind Technorg.

Upgrade, "you too!"

Technorg turns around, "no! My life belongs to you!"

Upgrade, "and I'm giving it back", he pushes Technorg into his pod, its door closing on him, "go, now!"

The Omnitrix starts beeping. Upgrade flings himself off Slix and detransforms.

Ben, "oh man! Not yet!"

Slix Vigma grabs Ben, fuming, "you little human meatbag…. Nobody controls Slix Vigma! Nobody!"

Suddenly, a crystal blade pierces through Vigma's chest, ending him.

It was Kevin!

Ben, "Kevin? You saved my life?"

Kevin, "sure. Why do you think I wasted all my time helping all these other losers?"

He throws Vigma's body away.

Kevin, "I just wanted the pleasure of destroying you myself!"

Ben starts running, but Kevin spits goo at Ben, sticking him to the wall across the room. As Ben struggles, Kevin slowly walks over.

Ben, "even after all I did to help you, you still throw it right back at me!"

Kevin, "ah, save it Tennyson. Your lapdog Technorg isn't here to help you this time!"

Ben manages to free his arms and starts trying the Omnitrix.

Kevin, "oh, and thanks for the tip of combining my powers!"

He readies a diamond blade.

Ben, "come on! Please work! Just this once!"

The Omnitrix is firmly in the red.

Kevin, "don't bother trying to dial in another alien. I know all your powers, inside and out!"

Ben's terrified face is reflected in Kevin's blade, as he pulls it back to stab Ben. Ben flinches, but suddenly, the Omnitrix lights up green! Kevin lunges as Ben smacks the watch against the wall, just in time. Light fills the room, then fades on Cannonbolt's yellow-plated arm, pulling away.

Cannonbolt, "oh yeah?"

Kevin steps back, shocked.

Cannonbolt, "I don't think you've been introduced to Cannonbolt!"

Cannonbolt rips away the goo and hits the ground in ball form, rolling away. Kevin fires a blast after him, but he dodges, bouncing backward and tripping up Kevin. As Kevin gets up, Cannonbolt picks up speed, bouncing all around the room, evading Kevin's attempts to hit him.

Kevin, "hold still, creep!"

Cannonbolt, "new game! It's called; Dodgeball!"

Cannonbolt smacks Kevin dead on! And again, and again, and again.

Kevin is launched back into the wall and slides to the ground, now exhausted. As the countdown for the Hyperjump Launch almost finishes, Cannonbolt rolls backward into an escape pod and its doors shut him in. He exits ball form and tries to figure out how to work it.

Cannonbolt, "come on…. Come on!"

Kevin is now up and prying Cannonbolt's doors open, but a familiar hand grabs Kevin's face and throws him backward. The doors open to reveal the Detrovite warrior.

Cannonbolt, "Technorg? I thought you escaped!"

Technorg, "I told you, my life belongs to you."

Technorg closes and maps the escape pod for Ben.

Cannonbolt, as the doors close on Cannonbolt, "it looks like we're even…. I hope we meet again, buddy!"

The pod flies soundly back down to Earth.

Technorg, "until we meet again…. Friend."

Technorg turns to Kevin, palming his mace hand, "so, I'm a lapdog, am I?"

Kevin weakley smiles.

The Megacruiser Computerized Voice, "Intergalactic Hyperjump Launch."

The Megacruiser flies away.

….

On earth, Ben's escape pod lands on the wind farm and Ben tumbles out of the door in front of Gwen and Grandpa Max.

Max, "Ben, are you alright? We were looking all over for you! Where've you been?"

Ben, "uhh, long story. You okay Gwen?"

Gwen, "I'll live. What happened to Kevin?"

Ben, "he found somebody new to play with. I'll tell you all about it later…."

Chapter Text

We begin somewhere in Texas, where people are working to obtain some oil underground. The equipment seems to be having trouble. Suddenly, an earthquake alerts them and they run as the ground breaks up while the tower falls below.

The mysterious quake unearths a large tornado of flames, which then reveal to them a mysterious mask, right before their eyes!

….

Meanwhile, in the RV, Grandpa Max, Gwen and Ben are having a meal. Chester is eating his bird seed.

Max, "so, how do you guys like it?"

Ben, "this actually tastes pretty good."

Gwen, "yeah, it is. Say, Grandpa, what's the crunchy stuff in this?"

Max, "oh, that's what gives them the flavor. Dung beetles!"

Ben and Gwen immediately stop eating and cringe in disgust.

The one mystery they could never solve is why Grandpa Max had such strange eating habits, even after eating alien food!

Suddenly, an alarm then sounds off and one of the cupboards opens to release a monitor that showed the mysterious mask.

Max holds a tense look as he gazes upon the image.

Max, "as I live and breathe. The Mask of Ah Puch!"

Ben, "gazuntite."

Max, "not achoo, Ah Puch."

Gwen, "what is it?"

Max, "it's said to be the key to one of the most destructive weapons ever known in the world, the Sword of Ek Chuaj!"

Ben, "woah, sounds powerful."

Max, "oh, it is. In mythology, Ek Chuaj is the Mayan God of war, and legends say that his sword was powerful enough to wipe out a single city in one swipe! The Plumbers spent so long trying to contain this artifact, but we never did find it."

Ben, "woah. Imagine what that sword could do in certain hands!"

Max, "the sword isn't a toy, Ben. It's not for fun. In the wrong hands, this sword could control the fate of all mankind."

Gwen and Ben appear to listen and agree with him.

Max, "we're making a little detour on our trip. We're off to find this mask before it falls into the wrong hands!"

And with that, the RustBucket was off at high speeds!

….

They arrive at the area where the mask was found, trying to find a way in.

Max, "alright Ben, try to find a way in. One that won't cause any attention."

Ben, "I could always use FourArms or DiamondHead to break in?"

Max, "this is a serious situation Ben. We need stealth on our side."

As Max goes back into the RV for a moment, Ben and Gwen chat.

Ben, "jeez, why is Grandpa acting so, y'know, intense?"

Gwen, "this must have been an important mission to him in his Plumber days. Plus, this is a 'save the world' type situation, so I can understand his worry."

Ben, "alright, I'll give ya that. Now, let's see if GreyMatter or GhostFreak can sneak in?"

Ben pulls down his wristband and tries to transform into GhostFreak, but when the light fades, he's GreyMatter!

GreyMatter, "ugh, I really gotta fix that bug. At least GreyMatter is is a viable option to break in…."

GreyMatter climbs up the gutter to get into the building.

As Max gets out, Gwen says, "y'know, for as annoying Ben can be sometimes, he makes a good point. You're acting a little, tense, Grandpa."

Max, "you two are only kids. You wouldn't understand. Me and my team spent countless years searching for the mask and sword. But with no results. But now that the mask is on our grasp, this is my chance to make things right!"

Gwen still seems worried about this little obsession Max had….

….

Inside the building, GreyMatter arrives through the drain in the bathroom. Gum is stuck on his head.

GreyMatter, "ugh, nasty!"

GreyMatter sneaks through the halls as quietly as he can.

But little does he know that the place was guarded by two attack dogs.

GreyMatter, "uh, nice doggies?"

GreyMatter jumps out of the way before they attack him, and he runs out.

….

Outside, Max and Gwen wait for GreyMatter to open up the basement door.

Eventually, he does, looking proud of the fact!

Max, "what took you so long?"

GreyMatter, "I was-"

Max, "nevermind. Come on. We gotta find the mask."

GreyMatter gives an irritated look as Gwen picks him up.

Gwen, "um, why do you smell like dog slobber?"

GreyMatter, "trust me, ya don't wanna know, Gwen."

They walk through the basement hallways, and Gwen and GreyMatter continue to be aware of Max's condition. He looks very determined, almost to the point of obsession, to get his hands on the mask.

A vault is then at the end of the line, and GreyMatter tries to open it up.

GreyMatter, "let's see…. Yes…. Yes…. Alright…. I got it!"

He manages to open up the vault.

Inside reveals the Mask of Ah Puch, and Max finally gets his prize that he wasn't able to obtain many years ago.

Max, "finally, after so many years, I have it."

Footsteps are then heard behind them.

They all turn to see Enoch and his Forever Knights!

It seems that he's after the mask as well!

GreyMatter, "ah crud monkeys."

Enoch, "give us the mask!"

Max, "not gonna happen, Enoch!"

Before the Tennysons and the Forever Knights could go into a fight, a security guard comes in just in time to distract them!

He yells, "hey!"

GreyMatter jumps onto Enoch's face to cover up the eye holes of his mask, while Max and Gwen run out to get the mask to safety.

Max and Gwen are able to get out, but GreyMatter almost gets thrown into a paper shredder!

He hangs on for his life, while Enoch and his henchmen go after the mask.

Instead of chasing after them, they head the other direction.

The security guard, "security, lock down the building! Repeat, lock down the building!"

GreyMatter is able to jump away from the shredder and begins making his way out of the building as Gwen and Max continue to run away.

They saw an exit, but a guard was there, so they tried another way out.

Before reaching the exit, Enoch was right behind them, and he grabbed the mask away from Max!

With a hard decision, Max decides to get him and Gwen out of there.

Max, "Gwen, hold on to my hand!"

Luckily, they were able to get out of the building.

GreyMatter manages to get out also, but lands in a dumpster, reverting back into Ben.

As Ben gets out, Max and Gwen find him.

Max, "Ben, come on! We have to hurry up, so we can catch up to Enoch before he gets the sword!"

Ben grunts as he gets out of the dumpster, and he, Max and Gwen get back into the RV, racing after the forever knights.

….

Enoch is in his car, and he looks at the mask with amazement.

Enoch, "soon, we shall have the sword within our grasp. Soon…."

The driver then sees the RV in the side mirror, and Max is inside with an enraged look!

The driver, "sir, they're on our tail!"

Enoch, "deal with them!"

….

Max turns on the aerodynamics for the front bumper, and he accelerates the RV to ram into Enoch's car.

Ben continues to try and activate the Omnitrix.

Ben, "come on! Come on! I need an alien right now!"

Max's impatience has led him to put the RV in auto-pilot.

Max, "no time for that. We've gotta get that mask back!"

Max heads into the back, and soon comes out in his old Plumber suit!

While Enoch's men try to attack the RV, Max jumps out to Enoch's car to take back the mask.

Max sees the mask, but Enoch has a blade to protect it!

Max slips off from the top of the car after avoiding getting attacked by the sword, but he manages to get himself back up.

The situation is intense, but without Max's protection, Ben and Gwen are attacked inside the RV, while the henchmen try to go after them.

Gwen manages to shock one of them with her powers as she and Ben manage to get one of the men out of the door, and see a sign that shows that they are headed for Mexico!

Their excitement was drawn off after learning that the second man was coming from the RV's top, but Gwen is able to use the fire extinguisher to get him off the RV, smashing them in the face and making them fall off the bridge and into the water.

Max continues to attempt with all his power to try and obtain the mask.

Learning that the blade is metal, Max is able to use a magnetized pad he has to hold onto Enoch's sword, which had gripped onto it fairly hard.

With Enoch distracted, Max was able to take back the mask!

Max makes their way back into the RV, but unluckily, a truck was heading towards all of them!

Max, "Ben, Gwen, hold on!"

Without paying attention to the truck, Max turns on the rocket thrusters, which makes a great chance for the truck and the RV to collide.

Max was able to avoid the truck, but scratched the side of it.

Realizing that Enoch is behind them, he releases tire spikes to slow them down.

The RV drives away, but Enoch is ready for his counterattack, and is able to get around them!

….

Max and the kids stop somewhere due to the RV's breakdown from the attack.

As Max is trying to fix it up, he says, "ugh, I need the correct wrench! If I had the right tools, we could get back on the road."

Gwen and Ben are standing with one another as they watch Max work.

Gwen, "ever since we got the notification about that mask, Grandpa has changed. And NOT for the better."

Ben, "I'd honestly rather have the calamari cooking Grandpa back."

Ben looks through the mask, and the sockets glow, revealing a hologram that mapped the temple of Ek Chuaj.

Ben, "Grandpa, we have a map!"

Max, "great! Now, how are we gonna get there?"

Ben, "oh, I think I know how."

With no time to spare, Ben transforms into Buzzshock, takes control of his hoverboard and flies to the temple with Gwen and Max on it.

It takes a few minutes as they fly through the air.

Max, "can't you go any faster? We're in a bit of a time crunch!"

Buzzshock, "I'm not used to flying with passengers."

As they get closer, the Omnitrix starts beeping!

Buzzshock, "dang it!"

Just before arriving, Buzzshock reverts back to Ben and the three fall into the jungle, clutching his deactivated hoverboard close.

The trees manage to break their falls, and they soon arrive at the pyramid to see that Enoch and his men are already at the site.

Gwen, "we're too late!"

Max, "not quite. They don't have the mask, so they can't get in!"

The knights try to open the pyramid doors with dynamite, but it seems that the stone doors are strong enough to stay shut.

Max and the kids head another way to find a secret entrance to the temple.

As Max tries to look for a switch, Ben decides to use the mask to reveal its location.

A glowing brick was shown, and it opened up the tomb with success.

They make their way inside, but the path is incredibly dark.

With the path dark, Max grabs a nearby torch, but the blinding light makes Ben fall into a very deep pit!

Gwen and Max quickly save Ben before he can meet a grizzly end!

Gwen hugs Ben close as Max grabs the mask and says, "phew, that was close."

Max cared more for the mask's safety than Ben's! Much to the annoyance of the grandkids.

They head down the wooden platforms, but before Max is able to warn Gwen and Ben of the dangers of the temple, Ben accidentally activates a booby trap!

The temple starts to rumble, and begins to release boulders from above, breaking their path from all directions.

Max activated a grappling hook from his suit and is able to use it to get them to safety.

Ben and Gwen were glad to be safe, but Max was already far in front.

Gwen and Ben don't enjoy being around Max anymore.

Ben, "when this is over, remind me to throw out all of his leftovers to teach him a lesson."

Gwen, "oh, it's at the top of my list. Right above smacking him upside the head!"

They soon find the socket where the mask can be placed, but before they can do so, Enoch appears there to stop Max!

Enoch, "I'd love to chat about old times, but I'm late for holding the world at my mercy. So, I'll be taking that mask now."

Max, "over my dead body."

Enoch, "more like there's."

Enoch and his men grab the kids, but before Max tries to shoot the men holding Ben and Gwen hostage, he worries about their safety more for once during this whole mission, and surrenders, dropping his blaster and holding his hands up.

As Enoch takes the mask, he and his men line the Tennyson's up in front of the pit.

They were doomed and fated to probably never come back.

Enoch, "they say that this pit is bottomless. Let's test that theory!"

Enoch pushes Ben in first!

Max and Gwen, "Ben!"

Enoch then pushes them in as well!

Meanwhile, as Ben falls down the pit, he quickly starts to dial up the Omnitrix!

Ben, "c'mon! Anyone will do right now!"

He is able to transform into FourArms, who manages to grab a hold onto the wall, and grab Grandpa Max and Gwen with his two smaller arms before they fall down the pit any further!

Enoch places the mask into place, and a flash from the door indicates its opening.

There, a large pyramid shrine rests on top the sword of Ek Chuaj.

….

FourArms gets back up with Gwen and Max.

Gwen looked terrified as FourArms rubbed her back in order to calm her down.

Max, "come on! We need to stop Enoch from getting the sword!"

FourArms, "um, Grandpa, do you think we can slow down for a minute? I think Gwen needs a second to catch her breath."

Max, "we can't stop now. Enoch may already have the sword!"

FourArms, "ENOUGH!"

Max is surprised at the outburst! So is Gwen as she sees her cousin yell at their grandpa.

FourArms, "I know this is important to you Grandpa, I really do. But ever since we started looking for that mask, you've been treating Gwen and I like dishrags! You need to figure out what's more important! That stupid sword, or your family, who you've gotten into danger far more in one day than an entire week not chasing after these clowns!"

Max seems remorseful over FourArms' words as they continue forth.

Soon they see Enoch and his men fighting off against of guardian that was protecting the sword!

FourArms, "what the heck is that thing?"

Max, "it must be Ah Puch, the Mayan God of death and the underworld. The land of the dead. He's the guardian of the sword of Ek Chuaj!"

Gwen, "why can't these places ever be protected by, like, the guardian of cheerfulness? Is that too much to ask?"

FourArms, "they probably wouldn't be effective then."

Gwen, "... point taken."

The men were having trouble trying to control Ah Puch, and it was to the Tennysons advantage to use the time to try and go for the sword.

Gwen and Max try to head up the pyramid, while FourArms distracts Ah Puch.

FourArms, "hey ugly!"

Ah Puch growls at FourArms as he activates his helmet and says, "let's dance!"

The two began trading blows as the knights began to flee in terror of the supposed God.

Max and Gwen were just about to get to the sword, but unfortunately, Enoch was there to stop Max from using his hook to get it!

Enoch, "I will have the sword!"

Max was able to kick him down, but Enoch uses Gwen to distract him from getting to the sword.

Gwen, "Grandpa!"

Enoch holds his sword, ready to strike her down.

Max looks at her, and then the sword, and realizes that Gwen is more important than the sword and comes to her rescue.

While FourArms continues to fight, he notices that Max and Gwen are in danger, so he gives Ah Puch a powerful punch, finally knocking them to the ground in an unconscious heap!

He heads up to save them, but unfortunately, he reverts back into Ben before he can get close enough to help!

Ben, "every freaking time!"

Max heads back up to try and stop Enoch. Ah Puch awakens again and starts heading towards the kids!

Ben and Gwen, "Grandpa!"

Max is given a choice; to either save Ben and Gwen, or go after Enoch and take the sword, leaving Ben and Gwen in great danger.

"You need to figure out what's more important!"

The voice of FourArms rings in his head as he sees the truth.

They are more important than the sword! And so he heads down and defeats Ah Puch using his gadgets!

As this happens, Enoch pulls out the sword!

Enoch, "yes! I have done it! The Forever Knights have the ultimate weapon! Nothing can stop us now!"

As if tempting fate, suddenly, the sword crumbled to dust in Enoch's hands!

Enoch, "w-what?! No!?"

Max starts laughing, "I guess that's what you can expect when your 'ultimate weapon' is six thousand years old!"

The temple starts to rumble around all of them!

Ben, Gwen and Max begin to make their escape as the temple begins to crumble!

Max, "Enoch! Come on! You need to get out of here!"

But Enoch is too greedy to even listen to a request that can save his life.

And so, the trio leave as fast as they can!

….

Outside, they see the temple fall, honestly hoping Enoch made it out, though not eager to see him again.

Max, "it's finally over. And now that it is, I find myself craving some Dung Beetle stew."

Ben and Gwen smile at one another before hugging their Grandpa, happy he was back to his old self.

Max gets down to their level and says, "I'm sorry kids. I let an old mission get in the way of what's more important. You two are more important than any old sword or mask", Max hugs his grandkids before standing up and saying, "now, let's head back to the RustBucket. This suit is starting to give me a wedgie."

Ben, "hahaha!"

Gwen, "but, how are we gonna get back to the RustBucket? Or anywhere else?"

That's right when they spot Enoch's helicopter he must have been planning on using.

Max, "you're lucky I can pilot one of those things."

And so, they fly off back towards the RV, having saved the day yet again….

….

Meanwhile….

We see a pile of rubble near the temple. It slowly began to shake as an armored hand burst out of it!

Pulling himself out was Enoch, his armor scratched up and dented as he groaned and got to his feet. As he staggered forward, he heard a rather loud noise.

He looked up to see a helicopter landing in front of him.

A knight came out and said, "sir? How did your search for the sword go?"

Enoch groaned and said, "the sword was a fruitless effort. Perhaps the search for Ascalon will yield better results…."

Chapter Text

We see the RustBucket driving along through a rather raining storm.

In the RV, Ben and Gwen are in a quarrel about whose birthday would be celebrated on the actual date as Chester naps in the corner of the room.

Ben, "come on, it should be mine."

Gwen, "no, it should be mine. I've been planning and picking everything for the party. And besides, you're invited."

Ben, "oh great! I get to go to your stuffy party?"

Ben picks up one of many invites Gwen made for her party and l flicks it over his shoulder. He then takes off his shoes and socks and starts scratching his foot.

Gwen, "ugh, that's nasty."

Ben, "I can't help it. My foot's been itchy all day!"

Max, "why don't you two share your party? You've been doing that for years?"

Ben, "that's the problem. Gwen plans everything, I like to improvise, it's a recipe for disaster."

Max, "oh come on. It can't be that bad?"

Ben, "maybe I'd be able to focus on this more if my foot wasn't this itchy!"

Max, "hold on, I've got something for that."

Max fishes out a foot powder.

Max, "traveling around so much means you gotta stay prepared. This powder is designed to kill any kind of fungus."

As Max drives, suddenly, a boy runs in front of the RV yelling, "they're coming!"

Max nearly hits him, but is just fast enough to swerve the RV out of the way.

Fortunately, the boy was able to avoid getting hit, though he ended up falling down the nearby cliff, with only a branch to grab a hold onto!

The trio ran out of the RustBucket to see the kid hanging on for dear life!

Gwen, "hold on!"

Ben, "StinkFly to the rescue!"

He activates the Omnitrix, but transforms into Cannonbolt instead.

Cannonbolt, "oh, man! Can't this thing ever get it right?"

The boy started losing his grip, but Cannonbolt jumped down after him, caught him and curled into his shell, pulling the boy in too. They roll down the cliff, and land safely down and the boy is alright.

Cannonbolt, "you alright?"

The boy screams and faints in utter terror.

Cannonbolt, "yeah, sounds about right."

The RustBucket drives down to them as Cannonbolt turns back into Ben by the time it gets down there.

Gwen, "is he alright?"

Max goes up to the kid and says, "he's alright. Looks like he's just unconscious."

Ben, "who is this kid?"

Gwen, "his name is Gilbert."

Ben, "how the heck do you know that?"

Gwen, "just my intuition. That, and it says so on his name tag."

Max, "what's a kid doing out here in the middle of nowhere?"

The three of them get the still unconscious Gilbert into the RustBucket.

As they lay him down, Gwen recognizes the outfit he's wearing.

Gwen, "hey, he's a camper from Camp Opinicon! That's the outfit all the campers wear."

Ben, "how'd you know that?"

Gwen, "Ken and I went there when we were little."

Max, "we should get him back to his camp. Next stop, Camp Opinicon."

As Max begins driving to said camp, they then find a strange looking rash on his arm

Gwen, "ugh, it's some kind of fungus. A really nasty looking one."

Ben pokes it and continues to be curious.

Gwen, "don't you have enough fungus on you?"

Ben, "sorry, I was just curious."

….

Soon they arrive at the camp, seeing that it's abandoned. No one was there.

Ben, "okay, anyone else super creeped out by this?"

Gwen, "definitely."

The three of them leave Gilbert in the RustBucket as they go into the mess hall. They couldn't see anyone else there.

All they saw was an abandoned area with a huge mess left behind.

Max approached a plate of spaghetti.

Max, "it's still warm. Looks like the campers left in a hurry."

Gwen, "I don't like the sound of that."

Ben, "make that two of us."

As they continue their search for anyone, the lights suddenly come out.

Max, "the storm must have taken the power down. Good thing I came prepared."

Max was ready for any situation and had a flashlight with him.

He shines it on Gwen, then on Ben, who was eating the spaghetti on the table.

Ben, "what? It's not like anyone's gonna come back and eat it?"

They soon enter the kitchen, only to find the place with no people.

Gwen, "a camp with no-one around. Is there anything creepier?"

Ben, "being at an empty school?"

Gwen, "that's…. Actually creepy. Good one."

That's when Ben finds something nearby in the darkness, which is revealed to be two twins.

Max, "you kids alright?"

The twins nod.

Gwen, "can you tell us your names?"

They reply, "Andy and Mandy."

Ben, "what were you hiding from?"

Andy, "monsters."

Mandy, "outside."

Max, "you kids had better come with us. We can get to town to see just what's going on."

The twins nod and follow the trio to the RustBucket. When they get back, Gilbert is just starting to wake up.

Max gives Gwen, Ben and the twins their towels.

Max, "use these to dry off. We don't wanna add colds to our list of issues right now."

Ben and Gwen don't want to share.

Ben, "let go!"

Gwen, "you let go."

The two play tug of war as the twins get along just fine.

Mandy, "it's okay."

Andy, "we can share."

The twins use their towel to dry one another off.

As Max sits in the driver's seat, he says, "they could learn a thing or two from those kids."

As Max turns the engine on, it fails.

Max, "what the?"

Max tries again, still no luck.

Max, "I'm gonna check the engine. Be right back."

Max gets out and opens the hood of the RV, and a mass of greenish fungus covers the engine!

Max gets back into the RV and says, "the engine's covered in vines. Guess we'll have to take shelter in the cabins for now."

And with that, the small group makes their way into one of the cabins.

Ben starts to take care of his foot problem.

Mandy, "you got a rash?"

Ben, "yeah, and it itches like crazy."

Andy, "everyone gets those at camp."

Gwen, "we noticed. Your friend Gilbert seems to have one."

Gilbert was sitting by himself, looking very afraid.

Max, "I'll see what I can rustle up for us from the kitchen.

Max makes his way towards said kitchen as Ben and Gwen look at one another in worry.

Gwen, "Grandpa rustling up a meal?"

Ben, "this can only end in tears."

Ben and Gwen begin searching for anything other than Grandpa's cooking.

Mandy and Andy manage to find a care package and start sharing it with one another.

Gwen finds one, and she and Ben start bickering.

Ben, "come on, give me some of that."

Gwen, "you'll just scarf the whole thing down!"

Before they can argue any further, they hear Max yell!

"Aaaaghh!"

Ben and Gwen, "Grandpa!"

Ben looks to everyone and says, "stay here, I'm gonna see what's going on."

When he tries to leave, Gilbert grabs his hand and says, "don't go out there! They'll get you!"

Ben, "my Grandpa's out there. I'm not leaving him alone!"

Ben runs out, and as he looks for Max, he pulls down his wristband, activates the watch and transforms into WildMutt.

WildMutt heads out further into the woods to track down Max by his scent, and it leads him to an area in the woods filled with mushrooms and fungus.

As WildMutt looks around for more clues as to where the heck Max is, he's led to a deep pit, where he is wrapped up with giant blue vines!

WildMutt tries to escape, though without success, and he is pulled down into the tunnels below!

WildMutt finds Max in the deep tunnels of the pit, but he's pulled into the darkness as WildMutt reverts back into Ben!

Ben, "Grandpa!"

Mushroom-like aliens start to surround Ben, ready to go after him, and Ben runs away for his life.

Ben, "so this is what Mario sees in his nightmares!"

Ben keeps running through the tunnels until he finds a cliff! He climbs up the cliff wall and heads to a nearby bulldozer, and uses it to defend himself from the living mushrooms.

Ben, "eat this ya overgrown toadstools!"

Ben manages to run over several of them, but then the bulldozer starts getting constricted by the giant tentacles and it throws it out of the tunnels! Ben is now back on the surface, and races back to camp as fast as he can!

In the cabin, Ben bursts through the door, startling all of them!

Gwen, "Ben, what's going on? Where's Grandpa?"

Ben, "Grandpa's been kidnapped! This whole place is crawling with mushroom aliens!"

Andy, "we know about those things!"

Gilbert, "I've been studying fungus all summer. I tried to warn everyone when the fungus started growing in numbers, but no-one believed me!"

Mandy, "except Andy and I."

Gilbert, "right. These things took over the camp, and everyone evacuated as fast as they could. Us three were the only ones who couldn't get out in time."

Ben, "we need to get out of here. But not without Grandpa!"

Gwen, "agreed. We need to find him. Together."

The cousins emerge from the cabin, when suddenly, a giant pod emerges from the ground! This forces them to run back into the cabin!

They try going out through another door, but this keeps happening, as the ground is soon overpopulated with puffballs!

The kids all stick together as they make their way through the fungal jungle.

Ben, "what are these things?"

Gilbert, "they look like an old fungus I studied. They hold spores that can spawn even more of these mushroom things!"

Ben, "well we can't let that happen. We need to stop these things. How do we do that?"

Gilbert, "well, the only way to stop a mushroom is to destroy its mycelium."

Ben is puzzled by Gilbert's explanation.

Ben, "can I get that in english?"

Gwen, "the mycelium is the brain of a mushroom. Destroying that should do the trick."

Ben, "I will always be confused by your knowledge of mushrooms."

As Ben tries to run off, Gwen stops him.

Gwen, "wait, Ben, let me go with you. He's my Grandpa too."

Ben sighs and says, "Gwen, I know we share a lot of things, but there's one thing we don't share, even with your powers being a thing."

Ben holds the watch up to emphasize his point.

Gwen understands and says, "be careful, and good luck."

Ben gives Gwen a hug as he says, "you too. Keep the others safe."

Gwen, "I will."

Gwen runs off with the kids to find safety, while Ben quickly dials up the Omnitrix and transforms into XLR8.

XLR8, "hold on Grandpa, I'm coming!"

XLR8 heads back to the area with mushrooms in the blink of an eye, and begins searching around the cave for any sign of Max.

….

Meanwhile, Gwen and the campers go to the archery range, thinking it would be safe.

While they decide where they can take shelter, the ground begins to shake as suddenly, a giant mushroom emerges from the ground and engulfs the twins!

Gwen, "oh no!"

….

XLR8 continues to go deeper into the cave and tries to avoid the tentacles that attempt to constrict his body as he runs.

….

Gwen manages to find a bow and arrow, lights the end on fire using her magic, and shoots the giant mushroom down!

Fortunately, the twins are alright, though more mushrooms emerge around the four kids!

Gwen, "ugh, it's just one of those days, isn't it?"

In the dark, eyes stare at the kids in danger.

….

XLR8, on the other hand, finally finds Max wrapped up in the giant tentacles!

Max, "Ben!"

XLR8, "Grandpa!"

XLR8 attempts to cut the tentacles with his super speed, but before he could finish, he reverts back into Ben!

Ben, "aw, man!"

Ben then ends up being tied up himself!

….

The kids on the upper ground try to find another way to shelter as they get chased by the killer fungus!

Gwen, "I hope Grandpa and Ben are doing better than we are!"

….

Ben and Max are struggling to get out of the cave, the vines constructing them.

Ben, "come on, if I can just get HeatBlast or something, I could burn these things to a crisp!"

Max, "you might wanna hurry Ben, who knows how much longer we have until they do something to us."

Ben tries to activate the Omnitrix, and when he does, a vine grabs onto it, and the watch glows yellow for a second, with a strange symbol appearing on the dial before Ben is engulfed in a bright green light!

He begins to transform into an all new alien! They look like a giant living plant with a single big blue eye!

Max, "what the heck is that?"

The new aliens says, "beats me. I've never seen him before", he releases spikes that free him from the vines, "but I like what he can do! This is so wild, I'm made of vines! Hmm, Wildvine? I like it."

He slashes Max from the clutches of the tentacles, and the two begin to make their escape from the tunnels.

….

Meanwhile, the kids slide down the wire of an obstacle course, but a mushroom comes along to bite it and they all fall down faster than London Bridge!

Mushrooms on the ground were able to break the fall, but only to find more of the mushroom spawns in the ground.

Gwen, "quick, into that shed!"

They all head to a nearby shed, though it seems to make the situation worse as the mushrooms surround it, waiting to attack their prey.

Gwen and the others see a variety of sports equipment to use as weapons.

Gwen, "alright, that's one good thing that's happened to us."

Gwen grabs a rather large baseball bat as Gilbert grabs a shovel.

But then, Andy and Mandy start arguing over a golf club!

Andy, "give it here!"

Mandy, "no! You take something else!"

Andy, "but I wanna use the golf club!"

Mandy, "so do I!"

Gwen, "will you two both stop it!"

The twins stop and look at Gwen.

Gwen, "now is not the time to be fighting! You're brother and sister! You're supposed to get along with one another, and work together!"

Andy, "but you and your cousin kept arguing."

Mandy, "yeah!"

Gwen, "well we were wrong. We love each other, we just forget it sometimes. Now we all need to work together if we wanna make it through this. So I suggest you two stop fighting each other, and start fighting some mushrooms."

Andy and Mandy seem to agree as Andy gives Mandy the gold club and grabs a hockey stick to defend himself with.

Gwen, "good, now, let's do this!"

….

Inside the underground cave, Wildvine and Max are running through the tunnels, when suddenly, more vines sprout from the ground and wrap them up, bringing them further underground to encounter the Mycelium.

Wildvine, "let me guess, you're the brainiac behind all of this?"

Mycelium, "I prefer Mycelium."

Wildvine, "then you're the thing I need to stop!"

Max, "um, Ben, who are you talking to?"

Wildvine realizes that the Mycelium has the ability to communicate with plant life!

Wildvine, "I can hear this thing talking to me! It must be because I'm this thing."

Mycelium, "you are a plant like us. You should be helping in our conquest!"

Wildvine, "ain't gonna happen, buddy!"

Without knowledge of himself, Wildvine tries out some of the powers he can do.

The first one he discovers is that pods on his back can act as bombs! He uses his arms to transport himself to go after Max as he gets dragged away by one of the vines!

….

The kids continue to fight the mushrooms after them, though they seem to run out of ideas as they keep coming and coming.

Gwen starts shooting fire at the fungus, but it only stops a few each time as more keep coming!

Mandy is caught by a tentacle, but Andy is able to save her, and the twins run back over to the others as they continue to defend themselves.

….

Meanwhile, Wildvine continues to fight the giant Mycelium with their abilities they've learned!

Mycelium, "even if you destroy me, the spores above ground can still be spread all over the world!"

Wildvine, "over my dead body!"

But as soon as he goes on the attack again, the watch starts beeping!

Wildvine, "no! Not now!"

But in a flash of red light, Wildvine reverts back into Ben, who gets grabbed by the Mycelium once again!

….

The kids are surrounded as the mushrooms slowly close in around them!

….

Ben and Max are in trouble, but one idea comes to Ben's mind.

Ben starts shaking his shoe off!

Max, "Ben, what're you doing?"

Ben, "you said that the Athlete's foot powder can kill any kind of fungus Grandpa! Let's test that theory!"

He throws his shoe, filled with the Athlete's foot powder, into the Mycelium's mouth! The rest begins to shake around, growling in pain and anger as they explode in a huge gush of slime that covered Max and Ben as they fell to the ground.

Ben groaned, "ugh…. Well…. I'll take this over being fungus food…."

….

With the control of the Mycelium no longer available, the mushrooms die all around the others!

Gwen, "they're dying! Ben did it!"

….

Ben and Max come back to the campgrounds safe and sound, though still covered in the Mycelium's slime.

They were able to stop the fungus, but the spores were another problem.

Max, "how are we gonna stop those things from spreading?"

Luckily, Ben remembered what Andy said before.

Ben, "Andy, can you show us where they keep all of the Athlete's foot powder?"

Andy, "sure, but why?"

Ben, "we're gonna need a lot of it. Gwen? Care to help?"

Gwen, "I thought you'd never ask."

….

So to finish up the job, Gwen rides on top of StinkFly, showering the spores with foot powder, making them die before they can spread to other places.

Gwen and StinkFly were very happy to work together as a team to stop the fungus problems at the camp, with Gwen even smiling as StinkFly carried her.

….

Later, after the campers and the staff of Camp Opinicon returned, the Tennyson family went to a diner in town.

Ben and Gwen acknowledged each other for their teamwork.

Ben, "you did good protecting the others from those mushrooms."

Gwen, "yeah, but you managed to destroy them all with the foot powder. Anyway, listen, I was thinking that you could take the real date on our birthday?"

Ben smiled and said, "actually, I don't mind sharing a birthday anymore. At least, I don't mind sharing it with you."

Gwen smiles as she and Ben hug one another.

Max then shows up with two small pizzas for them. One with pepperoni.

And one with…. Mushrooms.

Ben and Gwen, "ewwww."

Max, "hehe, you may not be able to agree on a lot of things, but there's something that you can agree on."

Ben and Gwen, "no more mushrooms."

And thus we end another adventure for the Tennyson's as they laugh at their jokes….

Chapter Text

In a prison, we see someone entering the facility, as quiet as a mouse.

None of the guards could spot them as they sneaked through the halls, silently casting spells to keep their presence a secret as they made their way towards a specific cell in this place.

As the person steps closer, we see what they look like.

Standing there is a girl one year older than Ben and Gwen, wearing a magenta and purple jacket, black pants that hugged her hips, purple boots, and a strange looking bag at her side. It looked like the head of a voodoo doll turned into a purse. Her eyes are a mix of blue and purple, and her hair is a striking silver color. She had some purple lipstick on as well.

And in her hands is Hex's staff! She silently casts a spell that unlocks the door; and gives a timid look as the staff flies out of her hands and into Hex's!

Hex, "ah, well done, my dear niece; Charmcaster."

The now named Charmcaster asks, "what is our plan now, Uncle Hex?"

Hex, "now? Hehehe. Revenge. But first, I must reclaim my powers!"

….

Meanwhile, we see a bus filled with older people losing control as it's heading towards a highway cliff! As the bus is about to fall off of the cliff, FourArms runs in and grabs it, saving everyone in it!

The older people all cheer as FourArms says, "it's okay everyone! Calm down", FourArms gets the bus down and says, "alright, everyone alright?"

The elderly people all say their versions of yes as FourArms begrudgingly helps each and everyone one of them off of the bus to catch their breath and whatnot.

….

Back in the RV, Gwen is online, searching the internet for magical items and artifacts, which reminds her of her time as Lucky Girl. She gazed at the Lucky Girl mask and costume that sat near it.

Sure, she still had some magical abilities when the magic from the charms hit her, but she didn't help as much with the hero work as she wished she could.

Chester was on his roost, as usual.

Ben soon enters after getting every single one of the elderly people off of the bus.

Ben, "ugh. That was a lot of heavy lifting. I hope that's the last of it today."

Max, "you should be proud of yourself, Ben. Those folks would've been in a real pickle without you."

Ben, "yeah, I know, and I'm happy to have helped. But I'd just like one regular summer day where I could just hang out all day long and do nothing. No aliens, or monsters, or magicians, or mutants, or mad scientists, or knights, or-"

Gwen, "we get it."

Ben gave a nervous chuckle.

Gwen, "relax Ben, maybe you'll get one soon."

Ben, "yeah, but when you were Lucky Girl, you didn't even have to try in order to save the day."

Gwen gives a somber look.

Ben, "I-I'm sorry Gwen. I-"

Gwen, "it's fine Ben. I know what you mean. I miss being Lucky Girl."

Ben, "well, uh, I think I know something to cheer you up. Those old people on the bus offered us to come to a magic convention in Las Vegas."

Gwen, "oh! That actually sounds like fun!"

Ben, "I may not be too interested in magic, but I know you love it, so I took the offer."

Gwen hugged Ben and said, "thanks Ben."

Ben, "hey, what're cousins for?"

Max smiles as he says, "next stop, Las Vegas!"

And with that, the bus and RustBucket were off!

….

Somewhere, Hex is standing by a fire, reciting a spell to themselves as Charmcaster is sitting on a nearby log, gazing warily at her uncle.

The fire then reveals to him the Lost Keystone of Bezel!

And it also pinpoints to him the location of it.

Las Vegas.

Hex, "ah, yes! The keystone! With this, I shall reclaim the power that was stolen from me by that despicable Lucky Girl, and that shape-shifting brat!"

The image in the fire changed for a moment, showing Gwen and Ben.

Charmcaster found herself blushing at the sight of Ben.

Charmcaster, "but what about our plans to eventually return home?"

Hex, "that will have to wait for now."

Charmcaster, "okay…. Um, Uncle…. M-maybe we could get something to eat?"

Hex, "we shall eat when the keystone is mine. For now, we rest."

Charmcaster lays down as her uncle begins floating in the air, and soon falls asleep.

Once he is, Charmcaster starts quickly and quietly leaving, soon making her way to a road that leads to the convention at Las Vegas, hoping her Uncle wouldn't find her there. She had rescued him, but only because she was afraid of what he was becoming. The dark magic he used seemed to mess with his mind, as far as we know.

She hoped that she could find a certain pair of heroes there….

….

Later, Ben, Gwen and Max arrive at the magic convention in Las Vegas, Nevada.

When they first arrived, Ben jokingly said, "what happens in Vegas…. Will eventually end up online."

Gwen's expectancy of the event doesn't seem to satisfy.

Most of it is mere parlor tricks and flares.

Ben, however, seems to enjoy what he's looking for so far, enjoying the sights around them.

Max sees Gwen's meh look, and says, "Gwen, why don't you go take a look around some more, in case you find something that you might like?"

She nods, and then spots a booth that offers magical charms, and a specific one seems to catch her eye.

A special looking charm.

During this, Ben is looking at all of the sights around them, when he accidentally bumps into someone.

Ben turns and says, "oh, I'm so sorry-"

Ben's words get caught up in his throat at the sight before him. He and Charmcaster were staring at one another, thinking similar thoughts.

Ben, 'beautiful.'

Charmcaster, 'cute.'

Charmcaster knew who he was, but couldn't say anything just yet.

Ben, "h-hi. Uh, I'm Ben. Ben Tennyson."

Charmcaster finally says her real name, "H-Hope."

Ben smiles, "that's a nice name."

Hope actually smiled. And to her, it felt like the first time she had in a long time.

Ben, "so, um, what're you doing here at his convention? Are you, uh, here with anyone?"

Hope glanced around for a moment and said, "I uh, came here on my own."

Ben, "really? But you're only, like, fourteen, right?"

Hope, "t-thirteen, actually…. I…. I need your help."

Ben was surprised, but nodded and said, "come on, my Grandpa can help."

Ben leads Hope off to find Max.

During this, Gwen walks over to Max and says, "hey, look at this charm I got! I think it-"

Before she finishes explaining to Max about the charm she bought, screaming is heard from outside!

A man is hanging from a rope attached to a flying helicopter, and it seems that the helicopter is breaking down.

Ben and Hope run to Max.

Max, "Ben, now would be a good time to go hero…. Who's the girl?"

Ben, "Grandpa, this is Hope. Hope, this is my Grandpa Max. She needs help, but that'll have to wait after this!"

Ben quickly runs behind a pillar, with only Max and Hope being able to see him pull down his wristband, dial up the watch and transform into StinkFly to save the man!

Hope is shocked to see this as Max says, "we'll explain that later. For now, let's get to a safer spot."

Though the situation seems to worsen as the blades of the helicopter popped off.

Gwen finds that Max and Hope don't notice the blades heading their way, and she immediately goes after them to push them out of the way.

Mysteriously, the charm in the bracelet she got sparkles, and she pushes Max and Hope out of the way just in time!

Her amazing stunt intrigues her.

Gwen, "woah! Wait, is this?"

Hope sees the bracelet and says, "the keystone of Bezel!"

Gwen, "wait, you know what this is?"

Hope nods in shock.

Gwen, "explain the rest after we deal with this whole thing!"

Hope agrees as she runs after Max.

StinkFly continues to hang on under the helicopter, and he uses his slime to create threads that were able to hold the helicopter in place. StinkFly was able to stop the helicopter, but the man was ready to fall when they saw that the rope holding him was burning. He falls down, but suddenly, Lucky Girl comes to the rescue, and catches him just in time. She's wearing her black costume and the mask!

The crowd cheers for StinkFly and Lucky Girl's teamwork.

StinkFly, "it's great to see you again, Lucky Girl."

Lucky Girl, "likewise, StinkFly."

….

Later in the RV, Hope starts explaining to her new allies about the keystone Gwen wore.

Hope, "this is the lost Keystone of Bezel. A legendary artifact that can greatly enhance one's skills and magical powers ten times over. The Charms of Bezel were only a fraction of the power the keystone has."

Max, "how do you know so much about these things?"

Hope grew afraid of what they would think of her when they learned the truth.

But her thoughts stopped as Ben put his hand on her shoulder and said, "Hope, you can tell us anything. We won't judge you for it."

Hope takes a breath before she says, "my uncle is after them. Saying he wants to reclaim his power, and seek revenge against you guys for stopping him from using the charms."

Gwen, Max and Ben all know who she was talking about.

Gwen, "your uncle is Hex?"

Hope nods and says, "I ran away from him just a few hours before I met all of you. I broke him out of jail because I was afraid of what he's becoming. All of that dark magic he's been using has affected his mind. Made him angry and hungry for power. I was hoping to get away from him. And to get your help. He's planning on stealing the keystone in order to recreate the charms. He's going to need to perform a ritual at the highest point in the city."

Gwen, "if Hex is gonna attack the convention, we gotta be there to stop him."

Hope grew an even more afraid look.

Ben noticed and said, "we won't let him get to you Hope, we promise."

Hope, "t-thank you…."

Max, "now, how about we explain our stories?"

Hope, "that-that would be nice."

And so, Ben, Gwen and Max began to tell their story to Hope. All of the crazy things they had been through over the course of the summer, including the Omnitrix, the Plumbers, etc.

It was a little much for her to take in, but she accepted them, just as they had accepted her.

….

They later head back to the Magician of the Year convention, and they watch the upcoming event.

The announcer said, "a new contestant is about to attempt to take the crown!'

Ben seems to have an idea on what to do.

The magician on the stage calls for a volunteer.

Ben, "oh! Me!"

The magician chooses Ben and puts him into the box, and in a matter of seconds after the man chants Abracadabra, the box glows green and WildMutt bursts out, immediately causing the audience to cheer for the magician's act.

Hope giggles in amusement as Max and Gwen seem to be the only ones in the crowd to ignore WildMutt, keeping an eye out for Hex.

A cloud of red dust then hovers above the building, and it directs to the stage, where Hex then appears.

Hope hides herself behind Max.

Hex sees Gwen, and yells, "Lucky Girl! I order you to hand over the Lost Keystone of Bezel!"

Hex realizes that the audience is looking for magic tricks. So to go along with the subject, he uses magic that threatens them.

Lucky Girl jumps onto the stage to stop Hex.

Hex grabs a hold of Lucky Girl's Keystone, but gets thrown across the stage by Lucky Girl.

Hope tries to help fight and sends out several little objects, which then grow into massive stone creatures.

Hex sees this, angered by the betrayal of his niece, and sends out his own stone creatures to attack hers and WildMutt!

Hex gets back up on his feet, and causes a feedback that throws Max and Lucky Girl into a hedge maze in the area!

More of the stone creatures then stop by their feet, and then transform larger to chase them.

Luckily, they were able to get out of their sight as they ran into the hedge maze!

Hex, "chase them down!"

The stone creatures and Hex run after them as Hope and WildMutt are able to finish off the ones that attacked them!

Hope, "come on, let's go help the others!"

The two run into the maze and split up.

Max is being chased by the giant stone monster, and just as it's about to attack him, WildMutt runs in and smashes the creature, just in time to save him.

But as soon as that happened, WildMutt reverted back to Ben.

Ben, "aw grape nuts."

That's right when Hex shows up! He snaps his fingers, and the two of them are suddenly wrapped up in rope!

Hex, "ah, my bargaining chips."

….

Meanwhile, Lucky Girl and Hope find one another in the maze.

Lucky Girl, "there you are. Where's Ben and Grandpa?"

Hope, "Ben and I split up. Come on, we've gotta find them!"

The two soon make their way out of the maze, and see Hex holding Max and Ben captive!

Gwen, "Ben! Grandpa!"

Hex, "silence! Lucky Girl. I shall make a deal with you. Give me the Keystone of Bezel, and return my niece to me, or I shall kill your cousin and Grandfather!"

Ben, "don't do it guys!"

Max, "he can't get his hands on such power!"

Hex, "quiet you fools!"

Lucky Girl was about to attack, but then Hope opens her bag and releases bats that grab Hex and drop him into a nearby pool!

Max and Ben are able to escape their bonds and run to the others. But before any of them can say anything, Hex emerges from the water, seething in rage! He's able to send forth a tendril of magic from his cloak that grabs Hope AND the Keystone!

Ben, "no!"

Gwen, "let them go!"

Hex, "you are too late to stop me now! When the eclipse is done, I will return to finish you off!"

Hex flies off as Hope yells, "Ben! Gwen! Max! Help!"

….

Moments later, the eclipse is near, and Hex readies the ritual to recreate the five Charms of Bezel and gain their powers and abilities once more atop a rather talk building.

Hope is tied up, praying that her new friends will save her.

….

Down on the ground, the trio arrive to stop him.

Gwen, "we gotta stop Hex before he recreates those charms!"

Ben, "or hurts Hope!"

Max, "like Hope said, Hex must go to the highest point of the city, where the ritual will be performed."

….

Hex recites a spell, and the Keystone rises to the sky.

Hex, "soon, my power will be ultimate!"

The eclipse draws nearer, and time is short.

….

Gwen, "guess it's all up to you, Ben."

But Ben currently can't activate the watch.

Ben, "I'll need some help. Still feeling lucky?"

Gwen smiles, when Max says, "I've got an idea."

Max and Gwen find a window washer's platform, and start using it to get up to the top floor as Ben pulls out his hoverboard he still had from Tetrax.

Ben, "time to shred some air."

….

Hex is still chanting, Hope looking fearful of her uncle's actions, when they hear, "HEY!"

They turn to see Lucky Girl there, looking as if she's floating!

Hex, "impossible! How?"

But then Hex figures out what's going on!

Hex, "you little-"

Hex pulls her and Max up, making it clear that he was the one holding her up.

Hex, "you have no magic other than shooting the elements from your fingertips. You have no power!"

Gwen, "I may not, but he does!"

Though they find that Lucky Girl has no known magical powers and abilities, Ben comes along with his hoverboard.

He hits Hex in the head, though this causes a problem, as he ends up being pushed off to the edge of the board!

Lucky Girl tries to pin down Hex, but his magic is too strong, and he sends Max and Gwen flying into a roller coaster cart!

Ben continues to hang on for his life, but it was enough time to recharge the Omnitrix.

Hex steps forward and says, "and so ends your little adventure, boy!"

Hope looks beyond terrified as she desperately tries to break her bonds!

Hex knocks Ben off of the roof!

Hope, "NO!"

As Ben is falling, he attempts to transform into FourArms.

Ben, "come on, give me something good!"

But when he slams down, he transforms into Wildvine instead.

Wildvine, "huh, this'll work!"

Wildvine extends his arms to hold on to the buildings, and begins to climb back up!

Hope sees Wildvine climbing, and manages to mutter a spell under her breath that increases his speed!

Hex launches some magic orbs at the roller coaster, destroying the path in front of the carts!

Luckily, Wildvine is able to grab a hold of Max and Gwen before they can crash!

As this goes on, Hex continues the spell to complete the five Charms of Bezel.

Hope, "Uncle, please don't do this!"

Hex, "quiet! The only reason I have you here is because I need your power to help complete this ritual! I swear, I never should have taken you in after we were forced to leave Ledgerdomain!"

Hope cries, but it ceases as she sees Lucky Girl flying on the hoverboard towards Hex! And at the same time, Wildvine dives down to Hope and manages to cut her bonds!

Lucky Girl hits Hex in the face and manages to grab his staff, but when Hex tries to grab her, it slips out of her hands and into Hope's!

Hope looks at the staff with wide eyes as everyone stands on.

Hex, "Charmcaster, give me the staff! The Charms are almost rebuilt! Give it to me! NOW!"

The fear returns to Hope as she takes a step forward.

But she stopped when she heard Wildvine yell, "HOPE!"

She turns to see the alien as he transforms back into Ben.

Ben, "Hope, please. Don't do this. You have a choice!"

Hex, "no she doesn't! She is my niece! I am her Uncle! She must listen to me!"

Ben, "she's not your slave! She's a person! She doesn't deserve what you do to her! Hope, please. We care about you! Don't give him the staff!"

Hope stands still for several moments.

Hex, "CHARMCASTER!"

Hope closed her eyes, and opened them in defiance as she said, "my name…. Is Hope."

Hope raised the staff and broke it over her knee!

Hex, "NOOOO!"

The Charms began to shake around in midair, and suddenly exploded into shards of rock that fell to the ground! Hex felt himself being sucked towards the keystone!

Hex, "no! No! You'll all pay for this", Hex is quickly sucked into the keystone, yelling, "YOU WILL PAY!"

Hex is sucked into the keystone as it clatters to the ground, the ritual ends and the eclipse is over!

Hope took a breath before falling to her knees.

The others walk over to the keystone as it lies there.

Gwen, "well, now that the keystone doesn't have any more power, I guess Lucky Girl ain't so lucky anymore?"

Ben, "you know, there are other ways to be a hero."

Gwen, "like riding on a hoverboard?"

The others chuckle before they look at Hope, as she stares out across the rooftops.

Hope, "what am I going to do now? He was my only family."

She then felt Ben put his hand on her shoulder.

Ben, "no, he isn't. You can come with us."

Hope, "r-really?"

Ben, "yeah! It would be great to have someone like you on the trip!"

Hope, "but-"

Max, "Hope, we aren't gonna let you go out on your own like this. Our home is your home."

Hope, "you really mean it?"

Gwen, "of course. So, what do you say?"

Ben stuck his hand out and said, "well?"

Instead of shaking his hand, Hope hugged Ben, making him blush.

Hope, "thank you. Thank you all so much."

Ben smiled as he hugged back, and soon, Max and Gwen joined in.

Hope felt something she hasn't felt in years.

She felt true happiness.

She felt; love.

….

Later, our group, now with a new member added to it, left Las Vegas in the RustBucker, and continued their trip across the country.

Max was driving as Gwen put her costume away. Ben sat across from Hope, the two talking about various things while Chester rested on Hope's shoulder, quickly growing to like her.

Max and Gwen both smiled, as they could see a connection growing between the two of them….

….

But little did they know that the Keystone of Bezel still had some power left, after showing itself to glow as it sat on the ground, indicating that Hex would one day return….

Chapter Text

We see a wormhole in space open up and a ship comes out of it.

Another opens, but this time, it attacks the ship that previously appeared.

An alien of the same species as Technorg attacks the vessel from which was attacked, and it seems that he was after a substance called Element X.

This alien crook, known as Vulkanus, steals the element and returns to their ship. Waiting for him there is SixSix!

Vulkanus, "we've got Element X. Now, where's the last ingredient we need to complete the mixture?"

SixSix shows a projection where they will find the next ingredient: Earth.

….

Back on Earth, we see a certain hero having a daydream.

A black and white one, where a robot attack is being ordered by an evil doctor.

A hero then shows up to save the day, and he refers to himself as Ultra Ben.

What a shock, this is Ben's daydream.

Ultra Ben easily defeats the doctor and his robot.

While the crowd cheers for his victory, Ultra Ben, or Ben, is knocked out of his daydreaming while reading a graphic novel.

It was interrupted by Gwen, who is standing right beside Hope, who is trying not to giggle at the voices Ben was making while reading.

Gwen, "Ben, that's a work of art, you know, not your personal butt rest. You're going to get us kicked out of the museum."

Ben was sitting on a statue at the museum.

Ben, "oh, if only I was so lucky."

Hope, "come on Ben, can't you appreciate a good work of art?"

Ben glanced at Hope and muttered, "maybe…."

Hope blushed, hearing Ben's comment and said, "j-just get down from there!"

Ben makes his way off of the statue and walks down the steps.

Then, suddenly, an alien vessel flies by!

Ben sees this and says, "finally, some action!"

The ship lands on the city street and Vulkanus comes out of it.

He looks to the crowd that has gathered and asks, "uh, where can I find the Bicenthium Alloy?"

Nobody seems to understand what he's talking about.

Vulkanus, "oh I get it! You're protecting it!"

Vulkanus hits the ground to shake and threaten the people, while Ben seems to be ready for action.

Ben turns to Hope and says, "try to get everyone back while I deal with this guy."

Hope nods and starts using her magic to push people back while saying, "everybody get back! Hero's on duty!"

Ben runs into an alleyway, pulls down his wristband, and quickly uses the Omnitrix to transform into FourArms, helmet down.

He runs out and grabs a hold of Vulkanus, trying to pin him down.

Vulkanus, "oh great, what the heck is a Tetramand doing here?!"

FourArms, "Tetra-what?"

Vulkanus knocks FourArms off him and throws him to a nearby building.

SixSix then flies by to shoot at him!

Four Arms, "SixSix? Oh great, now I wish I had Tetrax here to back me up!"

SixSix shoots missiles, but FourArms was able to redirect it back at him, actually grabbing the missiles and tossing them back at the bounty hunter. SixSix avoids them, but lands on top of a truck.

But before FourArms was able to attack, SixSix releases a capsule, which shocks and temporarily disables his body functions.

The Omnitrix glows yellow for a second, indicating that he had gained a new DNA sample. But from what? We'll find out soon….

Hope starts shooting bolts of pink magic at SixSix, but a missle sends her flying through the air until Max uses a grappling hook from his belt of Plumber gear to grab her and pull her to safety.

SixSix opens up his compartment of missiles and gets ready to shoot.

But before SixSix can shoot another missile, he is interrupted and stopped by three new aliens who show up via teleportation!

The first appears to be a large brain inside, held in a container and rests atop of a body similar to an octopus.

The second is a Tetramand like FourArms, except a female in this case.

And lastly, a caped alien with blue skin, who is the leader of the group.

The caped one, "rescue formation; alpha nine!"

The three newcomers head towards the battle!

Vulkanus, "it's the capes! I hate capes!"

The caped one heads towards SixSix and SixSix tries to shoot him down with no luck.

Then the Tetramand comes up and she claps her hands to create a powerful sonic wave to push him to the truck where FourArms is. She looks at Four Arms and winks her two left eyes at him.

FourArms doesn't seem to be intrigued by her interest in him in the slightest, and cringes.

Hope finds herself glaring at the female Tetramand in jealousy.

Lastly, Vulkanus tries to attack the squid alien, but he uses telekinesis and is able to carry him up to the sky. The caped one delivers the final blow.

He orders SixSix and Vulkanus to surrender by saying, "by the provisions set forth in the Galactic Code of Conduct, I order you to surrender. Do you yield?"

FourArms, "yield? What is this, a traffic light? Kick their butts before they try to pull something!"

But they were distracted long enough for SixSix to release a flash capsule to use for an escape. As the vessel prepares to leave, it delivers one more blow towards the columns of a nearby building. Luckily, FourArms and the female Tetramand held it in place before the roof collapsed. The squid uses his telekinesis to hold it in place while the caped one uses heat vision to join them back on.

The squid alien, "you may release your grip now."

FourArms and the female Tetramand let go, and as FourArms walks away, she catches up to him and says, "so, what's a big, strong alien like you doing on a planet like this?"

She wraps an arm around his shoulders, making him cringe and try to pull away.

Hope, "hey lady, stop getting handsy!"

The Tetramand, "hush child. So, we make a good team, don't we?"

Hope growled, "child?!"

Gwen had to grab Hope to stop her from running at the female Tetramand.

FourArms, "uh…."

That's right when the watch starts beeping.

FourArms, "yes! Saved by the beep!"

In a flash of light, FourArms turns back into Ben.

The Tetramand, "hey, where'd the rest of you go?"

Ben, "er, sorry. I'm just a kid. I just get a few extra hands every once in a while."

The squid alien, "so, is this true? The Omnitrix is in the possession of a child. We heard you were of a somewhat limited mental capacity…. No offense."

Gwen, "don't worry, he's used to it."

Ben rolled his eyes at Gwen's joke while Hope stopped herself from laughing.

The caped alien, "greetings. I am Ultimos, the Specimen Prime. These are my compatriots, Synaptak, and Tini."

Hope mutters, "ain't that an ironic name."

Ultimos, "we are; The Galactic Enforcers!"

They all strike a heroic pose.

Their pose doesn't seem to intrigue Gwen or Max that much, but Ben is absolutely amazed by their appearance. Hope can't help but smile when seeing her friend so excited.

Ben, "woah! You guys rock! The uniforms, the moves, finally! Some other superheroes!"

Ultimos, "might we ask your names?"

Ben, "I'm Ben Tennyson. This is Hope, my cousin Gwen, and my Grandpa Max."

Ultimos, "excellent. Now, as per the Galactic Code of Conduct, we nearby request clearance to operate in your quadrant?"

Ben, "uh…. Sure."

Ultimos, "then we have much to discuss."

With that, they teleport Ben and the others with them to discuss matters, with Ben shouting, "alright!"

….

In space, a floating vessel is near Earth. They're then teleported inside the ship. Ben continues to be excited to be with them.

Ben, "woah, this is so cool. It's nice to be in space without having to worry about fighting in a gladiator pit with Kevin strapped to my leg…."

Max, "Ultimos, we fought SixSix a while ago, can you tell us what's going on? How did he escape from prison?"

Ultimos, "very well. SixSix was able to escape incarceration using their various skills, and teamed up with the creaton; Vulkanus."

Synaptak, "Vulkanus is a Detrovite, who has limited mental capacity. All brawn, no brains."

Synaptak looks at Ben to take a quick comparison.

Hope gives an angry look that makes him look away in fright.

Hope thought, 'yeah, that's what I thought.'

Ultimos, "SixSix and Vulkanus were hired by a crime boss to steal Element X."

Gwen, "I'm guessing that's bad?"

Ultimos, "indeed. When combined with the compound known as; Bicenthium alloy, it'll create a massive explosion, which can destroy a whole solar system."

Gwen, "amazing. Imagine that kind of power, and how it all works."

Ben, "what I'm wondering is; where are they now?"

Synaptak, "I shall send drones to search for them. It should yield results."

Gwen, "is there anything we can do to help?"

Ben, "easy Gwen, Synaptak has it all covered."

Gwen gives her cousin an irritated look.

Synaptak releases observers to find SixSix and Vulkanus.

Ultimos, "now, would you like a tour of the ship?"

Ben, "would I?!"

Ultimos, "would you?"

Ben, "er, yes, I would."

Ben and Hope follow Ultimos, but when Gwen and Max try to follow, he says, "I'm sorry, but the tour is for super powered beings only."

Gwen was angered by this, "but I do have powers! And Grandpa was a Plumber!"

Ultimos, "I'm sorry, but the Galactic Code of Conduct states that you two must stay here on the bridge, since your powers are not as powerful as Ben or Hope's."

Gwen is angered by the rules.

Ben, "Ultimos, can't you break the rules just this once?"

Ultimos, "no, the Galactic-"

Hope, "okay, we get it."

Ben and Hope then receive a tour of the ship, showing various rooms that the Galactic Enforcers used on a daily basis.

Training rooms.

Gaming room.

Kitchen.

Bathroom.

Living quarters.

Etc.

Near the end of the tour, Ben and Hope stare out at the Earth through the window.

Hope, "it's quite a view, isn't it?"

Ben looked at Hope for a moment and said, "yeah, it is."

Ben quickly looks away as Hope looks at him for a moment.

Ultimos, "Ben, Hope, I want to show you something."

Ultimos leads them over to a very large book sitting on a table.

Ultimos, "this is the Galactic Code of Conduct."

Ben, "woah. That's a big book."

Ultimos, "indeed. It contains every single rule we, the Galactic Enforcers, abide by as we go across the galaxy, saving the day."

An alarm then sounds off, signaling that the observers found something!

Ultimos and the others run back to the bridge to see what the observers found.

….

It was SixSix and Vulkanus at a mine and they seem to be searching for iron ore.

SixSix was shouting something to Vulkanus as he lifted a very large container in his arms.

Vulkanus, "yeah, well it would go a lot faster if you helped too!"

….

Max, "that's a strip mine. They must be searching for iron ore! Is that the missing agreement?"

Ultimos, "indeed. We better get a move on. But we could use some help. Ben, Hope, how would you like a temporary commission in the Galactic Enforcers?"

Tini, "good idea."

Synaptak, "bad idea."

Ultimos, "it would appear I am the deciding vote…. Let's get you both in uniforms!"

Ben gives an excited look, while Hope gives a slight cringe.

….

A few minutes later, Ben jumped out in an outfit like Ultimos', but a little big on him.

Ben, "introducing; Ultra-Ben! Galactic Enforcer!"

Ben walks forward, but then trips on his cape.

Ben, "I meant to do that."

Hope comes out, holding revealing Tetramand armor that was her size.

Hope, "um, I'm not wearing this. At least not until I'm older."

Ultimos, "very well. You may keep it though, since the armor is too tiny for Tini."

Hope snickered at the unintentional word-play.

Tini, "she may keep it. I have plenty more sets of armor that fit me better."

Max, "what about us?"

Ultimos, "I am afraid the GCC is quite clear about the participation of non-super powered individuals. You'll be much safer here."

Synaptak forms a barrier to keep Max and Gwen on the bridge.

Gwen, "hey!"

Ben, "Ultimos, I really think we could use their help down there."

Ultimos, "I'm sorry, but-"

Hope, "yeah, yeah, we get it, the rules don't allow it."

Ultimos, "indeed."

Ben, "don't worry guys, we'll be back after we kick SixSix's can."

Ben munches a piece of chocolate he has.

Ben, "hey, Ultimos, want some?"

Ultimos, "ah, local cuisine? I certainly wouldn't want to offend your planet's customs."

Ultimos takes a bite as they teleport down to the strip mine.

….

SixSix and Vulkanus continue to search for the ore.

SixSix says something in their own language.

Vulkanks, "once the ore has been purified, it can be fused with Element X. And then; BOOM! The galaxy will be at our feet."

That's when the Galactic Enforcers arrive and are sneaking up on them.

Ben, "now we got em! Now we can catch them completely off…. Ultimos?!"

Ultimos looks weak and scrawny as he mutters, "c-cold. S-s-so, c-c-c-cold."

Ultimos collapses in Synaptak's arms.

Hope, "oh God."

Ben, "what's wrong with him?!"

Synaptak, "it appears to be super-critatinite poisoning. But how? Wait, what's this?"

Synaptak finds some chocolate at the corner of Ultimos' mouth.

Hope, "the chocolate?"

Ben, "I just gave him a little. I was just trying to be polite!"

Synaptak, "you did this?! I knew you couldn't be trusted!"

Hope, "hey, how were we supposed to know that it was poisonous to him?!"

Ben, "yeah. What kind of weakness is chocolate?"

Synaptak, "enough. I will take the lead on this mission!"

Synaptak gets out in the open and yells, "Galactic Enforcers; engage!"

Vulkanus and SixSix are alerted to their enemies being there.

….

On the ship, Max and Gwen were watching what was going on.

Max face-palmed and said, "no wonder the Plumbers don't talk to these idiots."

Gwen, "seriously, who announces themselves to the bad guys?!"

….

Ben, "what're you doing?!"

Synaptak, "as the temporary leader of the Galactic Enforcers, I must address our presence!"

Hope, "even though we were trying to sneak up on them?"

Synaptak, "... what's your point?"

Hope muttered, "that brain must just be for show…."

Vulkanus throws a truck towards Ben and Tini, but Synaptak was able to hold it in place with his telekinesis.

Synaptak, "we order you both to surrender!"

Hope, "it didn't work last time, why would it now?!"

They all duck for cover as SixSix shoots at them!

Tini, "are you finally going to become a Tetramand?"

Ben, "not if I can help it."

Hope once again glares at Tini as she clearly has a thing for FourArms.

Ben activates the watch and transforms into…. A Sotoraggian?!

Ben was now the same species as SixSix!

But unlike SixSix, he had green armor with black accents, the Omnitrix on his chest, and glowing green eyes.

Ben's voice sounded older and came out of some translator around his neck, "what the? I didn't pick this guy!"

Hope, "I saw the watch glow yellow earlier. You must have gained SixSix's DNA!"

Tini, "you're a Numbersapien. That could prove useful."

Ben said, "hmm, well…. SixSix better get ready to meet TenTen!"

TenTen decides to draw their attention.

He says, "Tini, take Vulkanus down while I take care of SixSix. Hope, cover me."

Hope nods as they all scatter.

TenTen fires a grappling hook from his arm like second nature, pulling SixSix down, with Hope blasting some magic at SixSix.

SixSix dodges as he and TenTen begin sparing, their fists hitting each other over and over again. They were seemingly evenly matched!

Tini manages to take Vulkanus down for a moment and heads towards TenTen. Instead of attacking SixSix!

Tini declares, "no! I must protect you!"

She ends up being hit in the head, knocking her to the ground.

Hope yelled, "how stupid is this team?!"

Synaptak takes Vulkanus down, but SixSix was able to disable him with an electric net!

Without their teammates, TenTen and Hope are cornered and try to think of what to do next.

….

Gwen, "we've gotta help them!"

Max, "alright. I'll set the teleporter's coordinates to their location, so we can help out."

….

While SixSix tries to shoot down TenTen, he can't seem to aim straight for him, since the enhanced senses TenTen has makes that quite the challenge.

He ends up being brought back down onto the ground by Hope, who uses her magic to do so.

TenTen shoots at SixSix with some blasters he had on him, who barely dodges the attacks!

Max and Gwen arrive on Earth after this is done, only to end up under a falling vehicle!

TenTen sees this and activates a jetpack, flying in just in time to save them.

SixSix orders Vulkanus to pick up the container where they collected enough iron ore, and SixSix starts a rock slide to try and slow the team down! And if that weren't enough, right then is when TenTen gets turned back into Ben!

Ben, "dang it!"

All of the heroes gather together as the slide heads towards them!

Hope, "what're we gonna do?"

Ben then gets an idea!

Ben, "only I can do it! Only I can protect Tini!"

Hope gets jealous for a moment, but when he winks at her, she sees what he's trying to do as he steps forward.

Synaptak lunged before all of them to put a barrier around the entire group!

It seems that it was just to annoy Synaptak to go into action!

Luckily, our heroes have survived the battle.

Hope, "welp, we lost SixSix and Vulkanus!"

Gwen, "is there anything else that can ruin this day?"

Synaptak, "well, with the Element mixture ready, all they need to bind it is extreme heat."

Max, "and to make matters worse, we're in an area where such a facility is held."

Ben, "then we've gotta stop them!"

Ultimos approaches, having regained his strength, "indeed, but the Galactic Code of Conduct states-"

Ben, "enough of those stupid rules! They've only gotten us into trouble! This time, we're doing it the Tennyson way!"

Ben stands with Gwen, Max and Hope as he says this.

….

Inside the mill, Vulkanus looks for the purest mixture of iron to mix with the Element X.

The Galactic Enforcers arrive just in time!

Ben dials the Omnitrix and transforms into Cannonbolt! He quickly goes and attacks SixSix!

Gwen on the other hand, decides to mess around with the recipe as all of this goes down, with Hope and Max keeping a lookout for her.

Cannonbolt heads to SixSix, but SixSix shoots him causing him to fall down into the hot liquid metal. Synaptak was there in time just to carry him before he was literally melted to death. Ultimos and Tini fight Vulkanus, trading blows with him before they throw him into the hot metal! He manages to survive this, and crawls his way out.

Meanwhile, Synaptak and Cannonbolt fight off SixSix, and SixSix releases a whip, which he uses it to grab onto Synaptak.

As he tries to throw him around, Cannonbolt comes to the rescue, grabbing him as he uncurls and rolling away a good distance.

Vulkanus then throws a large ball of metal, which destroys the controls of the mixture!

The team is finally able to collaborate and finish the fight, and they drop liquid metal on SixSix and Vulkanus, while Ultimos cools it down, freezing them with help from Gwen and Hope using a freeze spell.

….

Later, we see the Galactic Enforcers wheeling the incarcerated Vulkanus and SixSix onto their ship.

Ben, "hold on one second."

Ben held his watch near Vulkanis, and the device seemed to understand what Ben was trying to do and scanned the Detrovite in a yellow light.

Ben smirked as he looked down at the new hulking silhouette on the watch.

Ben thought, 'welcome to the team…. Detro', Ben walks over to Tini and says, "sorry about the misunderstanding, Tini."

Tini, "it's alright. I've met someone else!"

As if on cue, Synaptak floats over to Tini and smiles.

Ben merely chuckles as they walk onto their ship. Ultimos approaches Ben and Hope

Ultimos, "I am intrigued by your method of fighting. You have given us a lot to think about when it comes to our own methods. And as such, I am promoting you both to full-pledged Galactic Enforcers!"

He hands Ben and Hope each a badge, but Ben holds it in front of him saying, "I'd rather not. I have my own team."

Hope, "we appreciate the offer though."

Ultimos, "keep them at least. Until we meet again."

The Enforcers depart on their ship.

Gwen walks over to Ben and asks, "I thought you liked them? And you turned them down?"

Ben, "eh, they were kinda cool, but I'm better off with my own team."

Hope, "same here."

The four of them all smile at one another as they look up to the departing ship.

….

Later in the RustBucket, Hope was in the bathroom.

Doing what?

Looking at herself in the mirror as she wore the armor Tini had given her.

Hope, "hmm, I don't look half bad."

Hope didn't notice as Ben opened the door, grew wide-eyed, and slowly closed it with a huge blush on his face.

As Ben sat down on his bunk, he thought, 'that image isn't going away for awhile….'

Chapter Text

Chapter 23: Dr. Animo and the Mutant Ray

Grandpa Max and Gwen walk out of the Rust Bucket, seeming to be at a local swamp in Florida.

Max, "ah, Gator-fest! It'll be starting the next day and it'll be crowded with people!"

Gwen is disgusted by the foggy, dark, and dreary environment as Max is excited over it all.

Gwen walks around the RV to find Ben scrolling through the Omnitrix. Hope is sitting next to him.

Hope, "are you sure about this?"

Ben, "yeah. I gotta figure out how to unlock more secrets from this thing. Maybe I can unlock more aliens, like with BuzzShock, WildVine and Cannonbolt."

Gwen, "be careful. It's probably a big risk to mess with that thing, when it already glitches out a lot."

Max, "Ben, promise me you won't try anything too dangerous with the Omnitrix?"

Ben, "alright, fine."

Max, "good."

Max and Gwen walk away and enter the RustBucket as Ben fiddles around with the watch again.

Hope, "Ben!"

Ben, "what!?"

Hope, "knock it off!"

Ben, "alright, alright, fine."

Ben gets up and walks to the RV, but suddenly, slips on some mud! He falls towards the steps of the Rustbucket, and his watch hits the steps, knocking the face-plate right off of the Omnitrix! Its face starts to rotate in different directions and electrical sparks fly out.

Ben, "uh, that can't be good."

Hope, "ya think?!"

A blinding green light comes out of the Omnitrix!

Ben sits on the floor after the flash, with Hope helping him up as he looks at the top of the Omnitrix, and the shape appears to be twisted. The face-plate is sitting on the ground!

Hope, "that's gonna be a problem, I just know it."

Ben, "ugh, I shoulda listened to Grandpa."

Hope, "at least this was an accident, and you didn't knock it off on purpose."

Ben nodded, grabbed the face-plate and placed it into his pocket.

Max and Gwen head out of the RV, curious about the flash.

Gwen, "what happened? What was that loud flash?"

Hope, "er, I was practicing some magic and accidentally made a bolt of lightning."

Gwen, "really? It wasn't Ben messing with the watch?"

Ben, "surprised?"

Max, "alright, that's enough. Now, let's all get to bed. We've got a busy day tomorrow."

And with that, the four of them begin piling into the RV.

However, the glowing green ground where the face-plate of the Omnitrix landed started to react strangely and tentacles spawn out of the swampy soil, indicating something strange going on….

….

The next day, Ben heads out of the RV.

He looks back inside through the window and around the RV. He was making sure no one was watching him as he tried to fix the watch.

He stretches the gum he was chewing and rings it around the Omnitrix face-plate, then puts it back to where it belongs, hoping that the device would be fixed up.

Hope approaches Ben and says, "I think you're gonna need more than gum to fix it."

Ben, "we'll worry about that after this festival."

Gwen then approaches them.

Gwen, "I know something is going on with the watch. I don't believe your story from last night."

Ben, "oh, quick to judge, hmm?"

Gwen, "says the dweeb who's already had glitches with the watch numerous times?"

Hope, "she's kinda got a point Ben."

Ben, "whose side are you on?"

Before they argue more, they see the festivities of Gator-fest set up.

Max walks forward and says, "ah, Gator-fest! This is gonna be a great day!"

They enter the festival, while a pair of red tinyed eyes look out from the swamp water, seemingly glaring at our heroes.

The festival had a lot to offer: from toys to games, food and refreshments, novelties and collectables, and most of the things are alligator-themed.

Nearby in the swamp, a man picks out strange worms from his bucket and shows it to his friend.

He says, "hey, Larry, check out these freaky things. Must be a new breed of grub or something?"

Larry, "ain't look like no grub I ever saw, Derrick..."

The worms had mutated to have the appearance of StinkFly, although they had no wings and no extra limbs.

….

People are gathered to see the hatching of newborn crocodiles and alligators. The Tennysons decide to join in.

Hope actually looks excited to see the baby alligators.

The hatch-lings come out of their shells and head into the water, and everyone cheers.

Gwen, "okay, I'll admit, that's pretty cute."

Max, "one of my favorite things to see at the festival."

Suddenly, the babies head out of the water and hide in nearby grass, which puzzles Ben.

Ben, "um, is that supposed to happen?"

Max, "no. Something's wrong…."

They soon discover that they were running from the gigantic mutant frog belonging to Dr. Animo! It hopped into the open, making everyone run off in fear!

Hope, "isn't that the giant frog you told me about?!"

Gwen, "yep! And if that's here-"

Ben, "-then Dr. Animo isn't far behind!"

The mutant frog attacks the crowd with its tongue, but the crowd avoids injury as they all ran for their lives. However, the tongue managed to thwack Ben to the ground, which caused the Omnitrix to lose the emblem's face-plate again.

Ben didn't seem to notice that it fell off as he slowly got to his feet... And came face to face with Dr. Animo!

This time, he was wearing giant, metal, gorilla-like arms and red goggles.

Dr. Animo, "you again!? It's so easy to track you and your family with your little aliens always helping where they can!"

Ben steps back as Animo turns to his frog and yells, "attack them, my pet! Attack!"

The frog shoots its tongue at Ben, who is able to avoid his attack this, and he prepares the Omnitrix as he hides behind a booth.

Hope, "Ben, wait!"

But he pressed the watch down, and transformed. But not into just one alien!

They look like FourArms, but with the eyes and wings of StinkFly!

Gwen, "Stink…. Arms?"

StinkArms, "FourArms strength with StinkFly wings? I like it!"

Hope, "it must be from the faceplate getting knocked off!"

Dr. Animo's giant frog shoots their tongue at StinkArms, who quickly ducks under it and attempts to lift it over his head. Attempt being the key word here.

StinkArms, "ugh, either you gained weight since last time, or I'm not as strong as I used to be. Aah!"

He gets crushed by the giant frog. StinkArms wasn't able to carry the weight of the large mutant creature. The frog jumps off of him. StinkArms quickly gets to their feet and flaps their wings as fast as they can. But he couldn't fly either, due to his massive size. He keeps trying to take to the air, but merely gets sent back down to the ground by a quick tongue flick from the frog.

It seems the only choice was to avoid the frog.

The alligators and crocodiles notice StinkArms and try to snap at him, thinking that he's something to be eaten.

StinkArms, "I'm not on the menu!"

Hope quickly helps out and uses her magic to get StinkArms away from the gators and crocs and back onto the festival grounds.

StinkArms, "thanks!"

StinkArms grabs a nearby novelty alligator and hits the mutant frog towards Animo, sending them both careening into the swamp.

StinkArms, "oh yeah! Whose the man... Er... Alien?"

Gwen rolled her eyes while Hope chuckled.

Meanwhile, Animo soon got to his feet, growling under his breath, "impudant little..."

But that's when Animo notices something on the ground.

The face-plate!

He picks it up slowly and finds out that the Omnitrix's face-plate is able to mutate DNA, as a small crab shows him when it transforms to have Stinkfly's eyes and wings.

Animo, "extraordinary..."

Instead of continuing the fight, he leaves with the face-plate, quickly jumping atop his frog and racing off further into the swamp.

StinkArms reverts back into Ben and he finally notices that the face-plate is gone.

Ben, "oh crap."

Max and the others approach Ben.

Max, "are you alright?"

Ben, "yeah. I'm fine. Now, we gotta follow Animo. He's got the Omnitrix's face-plate."

Gwen, "how did that happen? Hmm?"

Hope, "you can make fun of Ben for this after we stop the bad guy."

Gwen, "alright, fine."

Max, "I'll get us a boat to get there."

….

At an abandoned observatory in the heart of the swamp, far from any city lights, Animo inserts the face of the Omnitrix into a giant device.

It appeared to be something he was working with for quite some time.

Animo, "with this amazing technology, my device will reach its full potential! And I, Doctor Animo, will rule the creatures that I shall create!"

He tests it on a bat, and in a giant flash, he knows that his ray is functioning the way he designed it to, as it begins to transform and fly off into the sky!

….

The Tennysons and Hope ride down the swamp river on a boat.

Ben is looking at Gwen as they sit across from one another.

Ben, "go ahead, get it over with."

Gwen, "get what over with?"

Ben, "the gloating. You were right and all that?"

Gwen, "I have no idea what you're talking about?"

Ben, "why aren't you bragging and saying you were right the whole time?!"

Gwen, "because you just did."

Ben groaned in annoyance as Hope chuckled at the banter.

A loud roar distracts them from behind.

Hope, "what the heck was that?!"

Max, "nothing good…."

It appeared to be the bat Animo experimented with, and this time, we see it had the appearance of Heatblast, making it a Heatbat!

Gwen, "well, now we see what Animo's up to!"

Ben, "I've gotta deal with that thing!"

Max, "Ben, I don't think that's a good idea!"

Ben, "I don't think we have much of a choice, Grandpa!"

With no choice, Ben transforms into another hybrid!

When the light fades, we see him on his back as GreyMatter, covered in the skin of DiamondHead!

DiamondMatter, "oh, man! Diamondhead and GreyMatter? I'm a razor-sharp hood ornament!"

Heatbat grabs DiamondMatter and drops him into the water.

DiamondMatter, "oh, come on!"

And then suddenly, a crocodile surfaces!

Max, "Ben! Swim! A crocodile is right behind you!"

But it's too late, as the crocodile eats him, although it quickly spits him out, thanks to his Diamondhead ability to sharpen his body, making him an unappetizing meal!

Heatbat heads back to their boat, though Max was able to splash water into it, using an oar to do so. It flies away as fast as it can!

DiamondMatter, "it must be heading back to Animo."

Max, "look out!"

The occupants of the boat see several branches in the way of the boat.

DiamondMatter, "hold on!"

The small diamond alien manages to form their arms into large crystal blades, slicing the branches away until they manage to avoid them all!

And that's right when DiamondMatter turns back into Ben!

And unfortunately, the boat starts heading towards a large rock in the water!

Hope, "everybody hold on!"

Hope and Gwen use their magic to form a large bubble of purple magic around the group, sending them all flyimg towards the shore of the swamp. They land hard as the bubble fades and everyone slowly gets to their feet to see the boat sink into the water.

Gwen, "great, now how are we gonna get to Animo?"

And suddenly, the watch reactivates!

Ben, "what the? How did it recharge so fast?!"

Hope, "must be because of the faceplate being gone, causing it to go a little glitchy?"

Ben, "you must be right. Let's hope I've got an alien hybrid who can get us to Animo fast enough."

Ben activates the watch and hits the dial.

Standing there was what looked like WildMutt, but with white streaks in their fur and the armor of Cannonbolt on them.

Hope, "hmm, WildBolt? That could work."

Gwen, Hope and Max jump on top of the saddle they wore, and the hybrid quickly ran forward.

It was a bit of a bumpy ride, but it eas very quick, trees flying past them very quickly from the fused aliens speed.

Soon, the Tennysons find themselves at the old observatory Animo was operating in. WildBolt turned back into Ben as soon as they got there and Gwen, Hope and Max got off of him before he transformed back to normal.

Ben, "creepy enough for him to be in."

Inside, they find the giant ray that Animo had built.

Hope, "that must be where the giant bat came from."

Max, "and it's safe to say that Animo must be planning more of these creatures."

Out of nowhere, the mutant frog jumps at them!

Animo appears and exclaims, "ah, hello once again! It appears you have come to perish? Do not worry. I shall put the strange device you dropped to good use. I plan to create a new world filled with life mutated from the DNA of this device, by pointing the ray's signal into a nearby satellite, thus delivering it all over Earth. And to test my hypothesis…."

He points the Transmodulator towards Ben.

Animo, "let's see what it does to you, ypu petulant little worm!"

He inserts his giant robotic appendages into the device and activates it. The flash of light heads towards Ben, but Max pushes him out of the way, though he ends up being struck by the beam!

Ben, Hope nd Gwen, "GRANDPA/MAX!"

Max is then mutated with Stinkfly's DNA, resulting in him turning into a maggot version of Stinkfly.

Animo seems to be satisfied with the result, though he follows the standards of scientific experimentation. He points at Ben again, and Ben is able to dodge the blast, though the giant frog and the Heatbat surround him.

Again, Ben activates the Omnitrix. He slams down and is engulfed in a bright green light once again.

Ben's next transformation looks like RipJaws, but covered in the rocky skin of HeatBlast!

HeatJaws, "HeatBlast and RipJaws? Not the best combo."

Indeed, this combination was the worst possible.

He attempts to shoot fire at Animo, but fails, as nothing but steam comes out of his hands.

HeatJaws, "hey! Nothing happened!"

Animo shoots the ray at HeatJaws, though, being an Omnitrix alien, it doesn't affect him!

HeatJaws, "hey, I'm okay!"

Hope, "it must be since you're already mutated!"

Dr. Animo, "your altered state seems to have made you immune to the effects of my ray. Pity. Well, if I can't modify your DNA, I'll end your life instead! My pets, attack!"

Heatbat jumps at HeatJaws, who jumps on top of them and grabs onto their ears. They fly through the air wildly, bumping into several walls before HeatJaws manages to knock them down into the water!

When the frog tries to attack HeatJaws by shooting their tongue at him, Hope shoots her magic at it, knocking it right through the wall!

Hope, "boo-yah!"

The frog jumps back through the wall, growling in rage as it bounces around the room, wrecking everything in sight.

Gwen runs up the stairs and Animo aims the ray at her.

She was fast enough to get away from his attack, but gets blocked by Heatbat, who was able to survive the water, having flied into the air and into her path.

It bites at her several times, though Gwen finds a way to get past it and jumps onto the ray machine.

Luckily enough, the doorway on the machine she had jumped into was too small for Heatbat to enter.

Heatbat continues to suffer as it desperately tries to get through the door, while the mutant frog jumps at HeatJaws.

HeatJaws somehow manages to spark a ball of fire in his hands and sends it flying at the frog. The mutant frog was able to dodge HeatJaws's fire blast, but was taken down on a second attempt HeatJaws managed to accomplish, sending them into water.

Heatbat sees this and quickly flies into HeatJaws, knocking them both into the water!

As HeatJaws floats in the water, he feels his power growing stronger! The water around him bubbles as the light between the cracks of their molten skin glowing brighter and brighter by the second!

Heatbat and the frog began swimming towards HeatJaws!

HeatJaws powers up, the water around him growing hotter and hotter, and manages to defeat the mutant frog and Heatbat by shooting a powerful jet of steamed water at them as they swim through the depths, but can only sink to their doom because of the force of HeatJaws' attacks.

Gwen tries to find the Omnitrix part, just as Animo was ready to activate the ray.

Animo, "now you and your little witch friend will pay!"

HeatJaws shoots fire at the ray, delaying the activation, and Animo attempts to do it again.

This time, the ray doesn't turn on!

Animo, "what the?! Come on! COME ON! Activate!"

Gwen comes out to show him that she took back the Omnitrix face-plate.

Gwen, "sorry, but you aren't mutating anyone else!"

Animo heads up to get it back from her.

Animo, "give me back that thing you little-"

He grabs the faceplate as he and Gwen play tug of war with it!

Animo, "give it!"

Gwen, "no!"

Animo, "give it!"

Gwen, "no!"

Animo, "give it!"

Gwen, "no!"

Animo, "give it!"

Gwen, "no!"

Animo, "give it!"

Gwen, "no!"

Animo, "give it!"

Gwen, "no!"

HeatJaws and Hope jump up onto the ray.

HeatJaws manages to punch Animo away from Gwen as she pulls the faceplate close. Hope then uses her magic to send Animo flying to the ground below, knocking him out.

That's right when HeatJaws turns back into Ben.

All of them head over to the mutated Max.

Ben, "ugh, this is all my fault. If I hadn't broken the watch, none of this would have happened.

Gwen, "you couldn't have known. Don't blame yourself."

Hope, "Gwen's right. Now, how do we get him back to normal?"

Gwen's gaze turns to the machine and she says, "maybe Upgrade could reverse it?"

Ben, "well, we're gonna have to give it a minute."

That's right when the watch reactivated.

Ben, "or not."

Ben once again activates the Omnitrix and transforms. The hybrid standing there looks like Upgrade, but the limbs look like XLR8's, and they even have a tail.

The hybrid says, "Upgr8 should be able to handle this."

They leap onto the ray and merge with it as Gwen puts the face-plate back in, but turns it around.

Upgr8 shoots the ray at Max, and it manages to reverse the effect and Max changes back to normal!

Hope, "Max!"

Upgr8 and Gwen, "Grandpa!"

Max, "ugh, why do I have this strange craving for rotten eggs and sewer water?"

Upgr8, "how'd it work?"

Gwen, "I put the Omnitrix face in backwards, and hoped that it would reverse the mutation. I'm so glad it worked!"

Suddenly, the watch begins to time out!

Upgr8, "Gwen, quick, throw the face-plate at me!"

She does so, and he places it on his Omnitrix's emblem right as he reverts back to being Ben! This bonds it back with the Omnitrix, setting it and the glitch back to normal.

Ben, "phew, thank God! The watch has been fixed!"

Hope, "that's good."

Gwen and Ben head down the ray.

Gwen, "hey, I've got something to tell you Ben."

Ben, "what?"

Gwen then shouts, "I TOLD YOU SO!"

Ben, "yeah, you were right. No more messing with the watch like that, I promise."

Gwen smiles as Hope says, "well, let's head back to the RustBucket. Maybe we can catch up on Gator-fest?"

Max, "hope, you took the words right out of my mouth."

….

Hours later, in the RV, Gwen is watching the TV, and watches Animo being taken into custody by the police.

Hope is wearing a new shirt under her coat that reads, "Gator-fest 20XX!", with a cartoon gator in sunglasses and a Hawaiian shirt giving a thumbs up.

Gwen turned to Ben and said, "well Ben, I hope you've learned something from all of that?"

Ben, "oh yeah. I'm not breaking this thing again. I'm not risking any of this happening again."

Max chuckled and said, "well, this has been one eventful Gator-fest. Now, let's get back on the road."

And like Max said, our heroes were right back on their journey….

Chapter Text

In a park, we see a boy throwing a Frisbee and it gets stuck in a nearby tree.

The boy climbs the tree to get it, but finds that he's too afraid of the height to come back down.

He starts yelling, "help! Help!"

Ben and Gwen arrive nearby.

Gwen, "well, there's a problem."

Ben, "hang on, I got this."

Ben activates the watch and in a flash of green, Ben transforms into WildMutt to climb the tree and get the child.

The boy becomes even more scared when he sees WildMutt.

In an attempt to reassure him, WildMutt starts to talk…. Wait, what?!

WildMutt, "hey calm down. I'm not gonna hurt you. I know you want to go down."

As the boy is turned away, he says, "no…. What I want…."

The boy turns around to reveal that he has Ghostfreak's eye!

In GhostFreak's voice, he says, "I! WANT! OUT!"

The whole area around them transforms into a giant GhostFreak back-lit by the Omnitrix's DNA, who grabs WildMutt in one hand.

GhostFreak, "LET! ME! OUT!"

….

Ben suddenly wakes up and falls out of bed.

The whole thing was a nightmare.

Ben sits back onto his bed as Hope wakes up from her bunk. She had her own magenta colored pajamas the others had bought her shortly after joining them.

Hope, "Ben? You okay?"

Ben, "y-yeah. Just a nightmare."

Hope shrugs as she goes back to sleep.

Ben lays down, but finds it hard to go back to sleep after having that dream….

….

Later, in the morning, the RustBucket is driving Gwen to a school that she wants to attend, to Ben's displeasure.

Gwen, "there's so many amazing subjects at this school! The best of the best go there!"

Ben, "yeah, great, whatever."

Hope, "Ben, c'mon, be nice."

Ben, "sorry. I'm just still freaked out by my GhostFreak dream."

Gwen, "well just try to relax. We're almost at Bancroft Academy."

Ben, "you seriously wanna go there? It's a school for snobs and posers."

Gwen, "well at least the people there are smart."

Hope, "oof, gonna need some ice for that burn…."

….

Upon arriving at the school, they are given a tour by a snobby student named Tiffany.

Tiffany, "welcome, I'm your tour guide; Tiffany! Here to take you on a trip through our prestigious school."

Hope muttered, "wow, Ben wasn't kidding."

Tiffany, "now if you'll all follow me, we'll begin our tour."

Tiffany begins leading the group across the school.

Tiffany, "only the best of the best get into this school. You've gotta be special if you wanna go here."

Ben mutters, "or incredibly rude?"

Gwen is worried that Ben will ruin her chances of getting in, and glares at him in order to get him to zip the lip.

As the tour continues, Ben thinks he sees GhostFreak's shadow on the wall!

Ben shakes his head for a moment, and when he stops, the shadow has gone back to normal.

Hope notices Ben and says, "you alright?"

Ben, "I dunno. It's like I keep seeing GhostFreak everywhere."

Hope, "maybe you're just seeing things from a lack of sleep?"

Ben, "r-right. That must be it. Thanks, Hope."

Hope, "no sweat."

The tour then enters the science lab a few moments later.

Tiffany, "and here we are at the science lab. A place only for geniuses'."

As they all look around, Ben's gaze is drawn to some nearby science equipment.

Suddenly, Ben sees Ghostfreak, this time in a beaker!

They whisper, "let me out!"

Ben, "gah!"

Ben smacks the beamer away in fright, and this accidentally causes flames to erupt from the Bunsen burners, breaking more beakers and setting off the fire alarm.

Gwen glares at Ben as he says, "my bad?"

….

Moments later, all of them are outside of the lab.

Max speaks to Tiffany and says, "I'm terribly sorry about what happened. Ben sometimes gets scared easily."

Tiffany, "oh, it's fine. Some kids who are less gifted often act out. In any case, I'm sad to say, I'm not sure if Gwen here is Bancroft material."

Max finds himself scowling at what she said.

Gwen, "what?! Ngh, nice going, dweeb!"

Ben, "it wasn't me! I swear, I saw GhostFreak! He even spoke! He said, 'let me out!'"

Gwen, "you're just seeing things from a bad dream!"

Hope, "I dunno Gwen, I think there's something going on."

Gwen, "like what?"

As if to answer her, they all suddenly heard a noise coming from the gym.

Hope, "what was that?"

Max, "trouble."

Ben is the first to run towards the gym to see what was going on.

It's none other than the Circus Freaks! It looks like they have come to rob the school. They were wrecking the gym when Ben stepped forward.

Ben, "you freaks again?!"

AcidBreath, "hey! You're the kid who iced Zombozo!"

FrightWig, "you ruined our career with that clown!"

ThumbSkull, "payback time! Let's get 'em!"

Ben, "time to turn up the heat."

Ben pulls down his wristband, activates the watch and quickly dials up a familiar fiery alien.

Ben, "full blast!"

He slams the dial down, but when the light fades, it's GhostFreak floating there!

GhostFreak, "what the?! GhostFreak!? II didn't pick you!"

ThumbSkull runs at GhostFreak, who manages to dodge him, and flies over to some nearby basketballs. He flies into one and starts bouncing. FrightWig tries to hit the ball with her hair, but it manages to weave around the strikes and bounces into her face!

And then he does it again!

And again!

And again!

GhostFreak flies out of the ball as FrightWig falls to the ground, rubbing her head in pain.

ThumbSkull runs at the ghostly alien again, but he once again dodges.

GhostFreak, "missed me! Missed me! Now ya gotta kiss me!"

The ghost dashes forward and hits ThumbSkull in the stomach, sending him careening into a wall hard enough to cause a series of cracks to form!

Acid Breath starts shooting his toxic breath at GhostFreak as he flies over some jump ropes and uses them to tie up his hands!

Acid Breath, "HEY!"

GhostFreak starts making Acid Breath hit himself over and over again!

GhostFreak, "why ya hitting yourself? Why are you hitting yourself? Why? Are? You? Hitting? Yourself? HaHaHaHa!"

One final punch sends Acid Breath onto their back with a gnarled tooth sailing out of his mouth!

ThumbSkull starts throwing lifting weights at GhostFreak, who is able to fly into them and send them all around the room, wrecking the place even further! The place began to look lile a tornado blew trough the place!

GhostFreak, "what's the matter? You freaks find someone tougher than you?!"

The others ran in to see how brutal GhostFreak had been in his fighting!

Hope whispered, "what's going on with Ben?"

Max, "I'm not sure, but he's being way more violent than usual!"

Gwen runs toward GhostFreak as he punches FrightWig into the wall as she tries to attack again, "you're trashing the whole gym! Are you trying to ruin my chances of getting accepted here? Ben! Answer me!"

GhostFreak slowly turns to Gwen, and his voice sounds more chilling.

GhostFreak, "Ben's not here…. BOO! HAHAHAHA!"

Gwen staggers back into Max's arms!

Max, "wait, something's wrong…. I've never seen Ben so vicious."

Acid Breath gets up and yells, "let's get the Hell outta here!"

The Circus Freaks run out of the gym, with FrightWig yelling, "if we survive all of this, I'm considering going legit!"

GhostFreak, "where do you think you're going?!"

GhostFreak dashes after the Circus Crew, frightening the others as Hope says, "you're right Max, something's wrong with Ben…."

….

GhostFreak searches outside for his foes.

GhostFreak, "Circus Freaks! Come out to plaaaay! Hahaha!"

Suddenly, the Omnitrix begins to time out!

GhostFreak clutches at the watch and yells, "NO! I'M NOT GOING BACK INTO THIS THING!"

In a flash of red, Ben transforms back.

But as he falls on the ground, he sees a terrifying sight before him.

He sees that Ghostfreak is still there and flying mid air in front of him, ther eye glowing bright purple, realizing that Ghostfreak has escaped from the Omnitrix!

Ben, "what the?!"

GhostFreak, "finally! I am free! Free! Freeee!"

Ben, "but... How is this happening?!"

GhostFreak, "foolish boy. You have never turned into me! You merely took possession of my form! I am not just a mindless form like those other aliens. I have a mind of my own!"

Ben, "how? How do you have a separate mind from the watch?"

GhostFreak, "my consciousness was trapped inside the Omnitrix when my DNA was entered as the Ectonurite DNA sample for the transformation. But finally, I am free from this blasted device!"

Ben carefully steps back and asks, "what're you gonna do now?"

GhostGreak, "now that I am free, I; Zs'Skayr, have plans for you! I intend to possess your meek little form in order to gain control over the Omnitrix! With that, I can make myself whole again, as well as get revenge on you for being trapped inside that damned watch!"

Ben, "I didn't mean to trap you!"

Zs'Skayr, "I don't care! Someone will pay for my imprisonment!"

Zs'Skayr suddenly removes a layer of skin, revealing his true form. Tentacles bursting from their chest, their head looking like an upside down, gnarled and twisted skull, razor sharp claws with rusted chains on their wrists, and the stitches that held them being unraveled! The looked like a cross between a ghost, demon and rottng corpse!

Zs'Skayr, "prepare to meet the darkness, Ben Tennyson!"

Ben steps into the sunlight as Zs'Skayr approaches with his malicious intent, but as soon as a ray of sunshine hits their hand, it begins to burn it, making the spectral alien cower in pain back into the shadows!

Ben notices and says, "looks like someone needs sunblock!"

Ben runs off to find the others as Zs'Skayr shouts, "this isn't over, Tennyson!"

Zs'Skayr retreats into the shadows, in order to find a way to get around.

….

A few moments elsewhere, the spectral Zs'Skayr finds and possesses a Bancroft student solely playing a tuba.

Zs'Skayr, "hmm, I can't be destroyed by sunlight when I'm in a host body. Now, I just need muscle to do my bidding, and to get me the boy!"

Now in the student's body, he searches the grounds, and arrives at the Circus Freaks, who are holding up inside of a shed!

ThumbSkull, "what the?"

Acid Breath, "who the Hell are you?"

Zs'Skayr, "merely an employer, who wishes for your services in retrieving a common enemy."

The Circus Freaks laugh at the feeble looking student, but not after Zs'Skayr comes out of the student's body and reveals himself. Luckily, there's a large cluster of clouds above them.

They all step back as Zs'Skayr floats in front of the passed out student.

Zs'Skayr, "now, let's try this again. You will work for me!"

ThumbSkull, "I don't want to help you! You kicked our asses!"

But he gets possessed and thrown around for talking back to Zs'Skayr.

Acid Breath and Frightwig reconsider their decisions.

Acid Breath, "when do we start?"

Zs'Skayr gives an unbelievably creepy grin….

….

Meanwhile, Ben is back with the others, telling them about what happened!

Ben, "GhostFreak has escaped the watch. Now he wants it, and that means getting to me!"

Gwen, "are you absolutely sure? I mean, you've joked around with stuff like this before."

Ben, "I'm not joking. He's now falling himself Zs'Skayr."

Max, "I recognize that name. He was a notorious criminal. One of the worst the Plumbers defeated. But since his DNA was in the watch, now he's back!"

Hope, "well, how do we stop him?"

Ben, "Zs'Skayr couldn't go into the sun! That's his weakness!"

Max, "I have some Plumber gear that could help with that. Come on."

And with that, the team heads back to the RustBucket.

….

Later at night, Ben, Gwen, Hope and Max search the campus for any sign of Zs'Skayr. Since it was dark out, they would be more inclined to show themselves.

Ben notices some Bancroft students running away screaming!

Hope, "how much you wanna bet that's GhostFreak scaring them off?"

Ben, "I'm about to find out."

Ben quickly activates the watch and transforms into his Detrovite form for the first time!

They looked like Technorg, but with armor colored like Ben's shirt and green eyes. The Omnitrix sat on his right shoulder.

Detro growled, "playtime's over, freaks."

The Circus Freaks come out to fight, with a possessed Acid Breath leading them.

Zs'Skayr, "you! There's nowhere to run, boy!"

Zs'Skayr projects out of Acid Breath and tries to possess Detro, but he discovers that he cannot!

Zs'Skayr, "what?!"

Detro, "well what do ya know, you can't possess one of these guys, hmm?"

Max blasts Zs'Skayr with a gun that can shoot sunbeams at him, a Sun Gun, if you will? And so, the villain possesses ThumbSkull to escape from it!

Detro, "go ahead and play musical freaks all you want, I'll just kick their butts."

Thumbskull and Detro fight, trading blows over and over again with Acid Breath joining the fray. Detro has an advantage, given his alien strength.

But before he can attack, Hope uses her magic to form a magenta bubble around his head, making the breath blast right into his own face!

He falls to the ground as Hope says, "really, you oughta brush your teeth.

Detro easily defeats ThumbSkull, lifting him over his head and tossing him into nearby statue, as Zs'Skayr possesses Frightwig in order to keep the fight going.

Frightwig and Detro fight, her hair striking at him, but to no avail, as Detro grabs her hair and spins her around until he lets go, making her crash into Acid Breath as he tries to get up, knocking them both down and out.

With Zs'Skayr being once again defeated, he comes out of Frightwig's body and decides that he needs a new host: Gwen!

Detro sees the look and yells, "Gwen! Run!'

Gwen tries, but Zs'Skayr is too fast and possesses her, her eyes turning black with purple pupils as she turns to Detro, smiling evilly.

Zs'Skayr, "let's see you hurt your own flesh and blood!"

The possessed Gwen fights Detro, who cannot bring himself to fight back as he keeps hit. Gwen/Zs'Skayr keeps hitting and kicking him as Detro keeps blocking and dodging the attacks as best as he can!

Gwen then leaps onto a tall wall and Detro, Hope and Max follow her in hopes of getting Zs'Skayr out of her!

After they arrive, Detro reverts back into Ben, allowing himself to be possessed.

Ben, "oh, come on!"

Max, "Ben! Catch!"

Max tosses Ben the sun gun, and he points it at his possessed cousin.

Ben, "let her go!"

Zs'Skayr, "how about a deal? I let your little family go, and you allow me to possess you. If not, well, I'm sure your cousin would love to be a stain on the pavement…."

Ben glances between her gun and Zs'Skayr, time feeling like it was slower down. The Circus Freaks soon arrive at the standoff.

Everyone was waiting for Ben to make a coice.

Ben sighs and drops the weapon in defeat.

Ben, "fine. Just let them all go!"

Zs'Skayr flies out of Gwen, and Max quickly catches her as she nearly faints.

Zs'Skayr chuckled darkly, turns to the Circus Freaks and says, "kill them!"

Ben, "what?! You promised!"

Zs'Skayr, "I lied!"

Ben quickly dives for the sun gun as Zs'Skayr tries to attack him. Before he can possess him, the Omnitrix seems to sense that Ben is in danger, and quickly transforms him into GreyMatter!

GreyMatter, "what the-?!"

Zs'Skayr, "no! Give me your body, now!"

GreyMatter, "change of plans, creepazoid!"

GreyMatter manages to use the sun gun to shoot a bright light at the Circus Freaks, blinding them for a moment as he escapes into a building.

Zs'Skayr, "I'll go after Tennyson! You three get them!"

The Circus Freaks begin chasing Max, Gwen and Hope as they fun off.

While the Circus Freaks chase the others, Ben and Zs'Skayr continue their chase through the school!

….

ThumbSkull runs at Max with his fist drawn back to punch him! Max powers up a robotic gauntlet he brought with him, and as their fists meet, Max's robotic glove manages to break ThumbSkulls hand, making him scream in pain before Max punches him out cold!

Acid Breath approaches Gwen and says, "what're ya gonna do kid? You're outmanned!"

Gwen glares as her hands spark with magenta energy that she shoots at Acid Breath, knocking him back into a wall. As he tries to shoot his trademark breath at her, she uses her magic to bend metal over it, stopping him from doing so before she shoots electricity at him, knocking him out!

Frightwig attacks Hope, using her hair as whips while Hope manages to use her magic to form two magenta colored whips of her own. Their whips clash over and over again until Hope is able to knock FrightWig over to Gwen, who kicks her over to Max, and his punch is able to knock her out right next to her allies.

When the fight ends, the sunrise begins to approach.

….

GreyMatter continued to evade Zs'Skayr in the clock-tower, the ghost alien searching for his prey.

But with his usual bad luck in battles, he reverts back into Ben!

Ben, "no! No! No!"

Zs'Skayr floats before him as he backs away towards a covered window.

Zs'Skayr, "tell me Tennyson, do you have any last words before I take your body from you, as you did mine?"

Ben touches the curtains, and as he grabs onto them, he says, "yeah. Let there be light!"

But before he can get reached, Ben pulls down the curtains, exposing Zs'Skayr to sunlight, who burns up and dies in a fiery explosion of purple and black energy!

Ben sighs in relief as he watches the ash and dust fall to the ground.

Ben, "goodbye, GhostFreak…."

….

We later see the Circus Freaks getting arrested as the gang watches on.

Gwen, "well, I don't think I have a chance in heaven of getting into that school."

Ben, "well then, it's their loss. They would have been lucky to have you. You don't need it to prove that you're smart. I bet none of the students here would have been able to stop Zs'Skayr or those Circus Freaks. But you went toe to toe with those guys. You're too great for this school."

Gwen can only smile with some slight tears of joy as she hugs her cousin.

Gwen, "t-thank you Ben."

Ben, "hey, that's what I'm here for…. Dork."

Gwen, "heh, well, I still appreciate it…. Dweeb."

Gwen and Ben share one more hug before she and Max head back into the RV.

Hope stands next to Ben as she says, "that was really sweet of you to say all of that to Gwen."

Ben, "well, I meant every word. I'm just glad you're all safe from Zs'Skayr. I just hope we never see him again."

Hope smiles and says, "that's really sweet, Ben."

Hope blushes as she works up the courage to kiss Ben on the cheek before saying, "see you in the RustBucket", very fast.

She then runs off as Ben is left standing there for a moment, trying to process what the heck just happened….

Chapter Text

We return to space to see a ship, but not just any ship, it's the Megacruiser! The same ship that captured Ben and Kevin many days ago!

It flies by and a large block of ice is being taken into the vessel.

….

Inside, a large group of aliens surround the massive ice block, wondering just what the heck was in it.

"Step away from the ice!"

We see Kevin, still in his mutated form, jump down.

Kevin, "I didn't send Technorg off of this ship in a pod, just so you idiots could screw this up!"

All of the other aliens back up as Kevin stalks towards the chunk of ice they grabbed.

Kevin, "when I faced Tennyson, his Grandpa, and his cute cousin, one name kept popping up. Over and over again. Yours!"

He places his Heatblast hand onto the giant ice and melts it to reveal Vilgax's face.

Kevin, "Vilgax."

The aliens step back after seeing Vilgax, utterly terrified by the sight of the squid-like alien.

Kevin, "luckily, we're both after the same thing. Ben Tennyson, and that stupid watch of his!"

….

Meanwhile, back on Earth….

The Tennysons are looking upon the amazing sights of Niagara Falls, hoping that they will have a great day.

Hope was excited to see such a beautiful sight, the majestic waterfalls raging before them.

Unfortunately, Gwen finds Ben tweaking around with the Omnitrix.

Max, "Ben! Would you please pay attention to something else other than that watch?"

Ben, "I'm just trying to figure out how to control it better. That's all, Grandpa."

Hope, "yeah, but how can you ignore a sight like this?"

As he continues to play around with it, the Omnitrix reacts with a huge flash of green light, and starts rotating through different alien silhouettes on its own.

Ben, "woah, what the heck? Maybe, it is some kind of an upgrade?"

And with that, Ben suddenly transforms into Upgrade.

Upgrade, "woah! I didn't even touch the watch! Wait a sec…. GreyMatter?"

In another flash of green, he transforms into GreyMatter!

GreyMatter, "DiamondHead?"

Another flash, and he was DiamondHead!

He then simply thinks of the name of another alien, and transforms into XLR8!

XLR8, "it's reacting to my thoughts! I must have unlocked the Omnitrix's Master Control or whatever!"

XLR8 then transforms into Wildvine and then Wildvine then transforms into HeatBlast.

HeatBlast then transforms into Wildmutt and looks down into the water.

Hope notices and says, "what the-?"

One of the tourists asks Max, "hey, do you think you could take a picture of me and my wife?"

Max, "oh, sure."

But before they can do anything, WildMutt pops up!

The man becomes afraid of Wildmutt and falls overboard!

Wildmutt transforms into Ripjaws and says, "no problem. RipJaws to the rescue!"

RipJaws jumps into the water after the man.

Hope, "wait, he was WildMutt not two seconds ago!"

After picking him up from the water, RipJaws transforms into StinkFly to fly him back into the ship, safe and sound.

Gwen, "RipJaws, and then StinkFly? What's going on?"

….

Back at the ship where Kevin is, he looks at Vilgax, waiting for the ice to thaw out.

Kevin, "heh, he doesn't look so tough."

Vilgax immediately breaks free and punches Kevin away.

Vilgax, "you shouldn't have said that!"

Vilgax throws a pillar straight at Kevin, and pushes him out the window, sending them both into the Megacruiser battle arena.

Kevin, "hey! You should be grateful! I saved your life! You should be working for me!"

Vilgax, "I have allegiance to no one!"

Kevin, "even if it leads to the defeat of Ben Tennyson?"

Vilgax, "... explain."

Kevin, "I know all about him and that watch of his."

Vilgax, "the Omnitrix! You know where it is?!"

Kevin, "back on Earth. Still on the wrist of Tennyson…. So I have a plan. If we work together, we both get what we want. Tennyson out of the way, and the watch. So, what do ya say? Partners?"

Vilgax glares for a moment before saying, "for now…."

….

Back on Earth, we see Gwen and Max relaxing with a snack, and StinkFly is up in the trees. He is happy that he's able to be an alien for as long as he likes!

Hope, "looks like you've got the hang of that thing."

StinkFly, "yeah. Enough time to practice. And check out all of the cash I've gotten for giving rides to tourists!"

He tosses a huge wad of cash to Hope, who chuckles at her friend's actions.

Max, "Ben, it's great that you've been able to figure the watch out-"

StinkFly, "yes. I am great."

Max, "but there may be consequences to being in those forms for so long. Please turn back so we can talk."

StinkFly, "okay."

He lands, and quickly transforms into XLR8!

XLR8, "for a millisecond. Time's up!"

He then speeds away!

Max, "ah. So glad we had this chat."

Hope, "I'm sure he'll listen later."

Gwen, "if we could only get so lucky…."

….

Back on the Megacruiser….

Vilgax analyzes Kevin's DNA.

Vilgax, "your DNA pattern is the same as the Omnitrix. We'll be able to track him down."

Kevin, "yeah, yeah, but how the heck are we gonna beat him. Cause lets face it, he's got the advantage over the both of us."

Vilgax, "that may have been the case before, but now we have the advantage. With my knowledge, and your connection with Tennyson, victory will be within our grasp!"

Kevin, "great, whatever. I just wanna get this all over with."

Vilgax, "as soon as we can track the Omnitrix while it's active, we'll begin our search for Tennyson."

They find the signal immediately.

Kevin, "that was quick."

Vilgax, "and it gives us the advantage…."

….

The Tennysons continue to enjoy their day, and Max decides to take some pictures as they enjoy it.

Later, we see Hope, Max and Gwen looking over all of the pictures.

Wildvine bungee jumping over a river.

All of them standing together as normal.

Then with Ben as FourArms.

Then StinkFly.

WildMutt.

TenTen.

GreyMatter.

HeatBlast melting Gwen's ice cream cone.

Gwen chases him as Ben.

Hope riding WildMutt.

BuzzShock sneaks some soda for Hope and Gwen.

CannonBolt making a big splash in a river.

RipJaws scaring some fishermen.

TenTen winning Hope a stuffed animal at a shooting range at an arcade.

Detro managing to lift a boulder with Max sitting on it.

And many other pictures.

….

Later, we see the group on a sky ride, Ben decides to test which alien can spit the best loogie.

First he transforms into DiamondHead, who can't even make one.

And then he transforms into HeatBlast, who passes the test with flying colors!

HeatBlast, "alright! HeatBlast is the winner."

Hope, "okay, Ben, I'm just gonna say it, that was a little gross."

HeatBlast, "oh come on, not you too! I thought you liked seeing all of my aliens in action!"

Hope, "for a while, yes. But sometimes I just wanna see plain old Ben."

HeatBlast, "sigh, maybe your-"

But before he can continue, a huge armored hand suddenly grabs HeatBlast and pulls him through the ceiling!

Hope, Gwen and Max, "BEN!"

Vilgax and Kevin are the ones who broke into the car and grabbed HeatBlast!

HeatBlast, "ngh, Vilgax? Kevin? What the heck are you two bozo's doing here?!"

Kevin, "ain't it obvious? Good old fashioned revenge!"

Vilgax, "and to finally obtain the Omnitrix!"

HeatBlast, "last time I saw either of you, Vilgax blew up and…. Wait, where's Technorg? Kevin?! The last I saw you, he was gonna kick your-"

Kevin, "-as if he was worth the fight. I sent him off on a pod to God knows where!"

Hope was stunned as she saw this going on, since this was her first encounter with either Kevin or Vilgax!

Vilgax, "as for your previous question?"

Kevin, "you can't keep a bad guy down!"

Vilgax transforms Heatblast back into Ben through touching his Omnitrix symbol, who transforms into GreyMatter and attempts to escape, but Vilgax was able to grab him.

Vilgax, "get back here you little brat!"

Little did Vilgax know that Ben had unlocked the Master Control, and GreyMatter transforms into DiamondHead to escape Vilgax's hands.

Vilgax, "impossible! You have complete control?!"

DiamondHead, "dang right!"

Kevin runs at DiamondHead and they both fall off the car!

DiamondHead quickly transforms into TenTen and uses his jetpack to fly away from Kevin as he races after him, and Vilgax grabs him!

TenTen flies through the air with Vilgax holding onto him.

TenTen, "let go of me, ya side of seafood!"

TenTen then transforms into Detro and throws Vilgax into Kevin as he sails back to the car on the skyride!

Vilgax grabs onto the cable and slices into it, making the car fall!

Detro transforms into XLR8 and saves Gwen, Hope and Max; grabbing them and then transforming into StinkFly and flies down to the ground.

As they all land, StinkFly reverts back into Ben for a moment to say, "you guys get to somewhere safe. I'm gonna handle these clowns."

As Ben turned away, Hope exclaimed, "Ben!"

Ben turned to Hope.

Hope, "be careful."

Ben nods and then transforms into XLR8 and runs off to continue the fight with Kevin and Vilgax!

Gwen, "we gotta help him!"

Max, "right. I've got something. Back to the RustBucket!"

The three of them began to run back to the RV, in hopes of helping Ben in his fight.

….

Kevin and Vilgax have regrouped on a rock.

Vilgax, "where is he?!"

Kevin, "how the Hell should I know!?"

That's when, suddenly, Cannonbolt slams down onto them and breaks the rock!

Cannonbolt, "let's dance, bozo's."

He then turns into BuzzShock and fires electricity at them, shocking his enemies before returning back into Cannonbolt to slam into them again!

….

Max opens a hidden compartment in the Rust Bucket, revealing the Null Void Projector thought to have been locked away in the plumber's bunker.

Gwen, "I thought you left that back at Mt. Rushmore?"

Max, "I went back and got it one night. I figured we'd need it again, and oh, was I right!"

….

Kevin and Vilgax are both slammed into the road near the RustBucket.

Kevin, "ngh, he's running circles around us! How the Hell are we gonna beat him?!"

Vilgax turns his gaze towards the RV and says, "bait."

Vilgax and Kevin start running towards the RustBucket, but before they can get there, Cannonbolt lands before them and turns into DiamondHead.

DiamondHead, "going somewhere?"

Max then steps out of the RustBucket with the Null Void projector.

Max, "Ben, move!"

DiamondHead jumps away as Max opens the portal up, and it begins to suck Kevin and Vilgax in!

Kevin gets sucked in, but Vilgax digs his claws into the ground!

DiamondHead, "I've got it, Grandpa!"

Max, "Ben! No!"

DiamondHead tries to punch Vilgax away, but the squid alien grabs him as his claws get dislodged from the pavement!

Both of them are sucked into the portal as the others all yell, "BEN!"

…

Vilgax and DiamondHead both land in the Null Void. A huge area with a purple and red sky and floating platforms of land everywhere!

Kevin, Vilgax and DiamondHead all see the world around them.

DiamondHead, "well, I ain't in Kansas anymore!"

Kevin, "aaagh! I'm gonna kill you for this, Tennyson!"

Vilgax and Kevin both go in to attack Ben, but that's right when several Null Guardians arrive and begin to attack them!

DiamondHead transforms into XLR8 and runs away as fast as he can while Kevin and Vilgax deal with the Guardians.

Vilgax managed to jump onto a Null Guardian and control it by tugging on the tendrils on the sides of their mouth.

Vilgax, "follow that boy! I want the Omnitrix! Now!"

Vilgax flies forward with Kevin following behind on his own, flying using his wings.

….

Max is about to strap on some gear as he says, "I'm going in there after Ben. He needs my help."

Gwen however, stops her grandpa and says, "I should do it."

Max, "Gwen-"

Gwen, "you're the only one who knows how to operate the Projector. I should go instead."

Hope, "I can track you while you're in there while Max operates the projector."

Max is left silent for a moment before saying, "if you're going in there, you're gonna need some gear…."

….

Inside the Null Void, HeatBlast is flying away from the Null Guardians that are controlled by Vilgax and Kevin. They manage to grab him and carry him inside of one of the Null Guardian's mouths!

HeatBlast then quickly transforms into GreyMatter and escapes from the Null Guardian's mouth through a gap in their teeth.

As he runs, he then turns into Cannonbolt!

Cannonbolt, "let's roll out of here!"

Cannonbolt then rolled on a circular rock and turned into XLR8. They then transform into StinkFly in order to fly over Vilgax and his Null Guardian. StinkFly then transforms into FourArms in order to knock Vilgax and the Null Guardian down and he does a backflip and then transforms into GreyMatter in order to run along the Null Guardians. GreyMatter transforms into Wildmutt in order to dodge the Null Guardians and he transforms into Wildvine in order to knock the Null Guardians into each other.

Wildvine then turns into Diamondhead and makes his hands sharp and slides down a rock.

Just as quickly, he turns into TenTen and blasts a few Null Guardians before flying away, turning into Detro to punch another one away before transforming into HeatBlast to give himself a boost.

HeatBlast then transforms into GreyMatter and escapes from the Null Guardians by hiding in a hole in one of the many floating land masses, before he is attacked by another group while he was in the air.

Ben skillfully uses the Master Control to fight and escape his foes, transforming into every alien in order to escape their clutches!

….

On Earth, Gwen suits up to enter the Null Void and find Ben.

She is wearing Max's Plumber suit, which is able to adapt to the wearer's size.

Max outfits Gwen with a wristwatch.

Max, "when you find Ben, this watch will lead you both back to the portal. But I warn you; the projector can only keep the portal open for about 10 minutes. The watch will show you how much time you have left. When it reaches the red zone, you both need to get out at all costs!"

Gwen nods.

Gwen is about to go into the portal, when Max, "wait!"

Max tosses Gwen a laser gun and says, "that's for anything that isn't Ben."

Gwen, "got it."

Hope, "I'll track you as long as you're in there. Gwen, please, bring him back."

Gwen could see the look in Hope's eyes. She was the most terrified out of all of them for Ben's safety.

Gwen, "I will. I promise."

And with that, Gwen jumps through the portal and is immediately attacked by Havok Beasts that swing at her jetpack. She quickly throws a bomb that lures them away!

….

Meanwhile….

Ben transforms into Detro on an asteroid as Vilgax and Kevin arrive.

Kevin, "there's nowhere to run, Tennyson!"

Detro, "that's what you think!"

Detro transforms into GreyMatter to scurry past them and then transforms into TenTen to fly away as fast as he can!

….

Back on Earth, the Null Void projector starts to screw up!

Max, "come on Gwen, hurry!"

Hope was clutching her coat tightly as she whispered, "please be okay…."

….

In an instant, TenTen encounters Gwen!

Gwen, "Ben!"

TenTen, "Gwen!"

He transforms back into Ben for a moment so he can hug his cousin before transforming into Buzzshock.

A Null Void creature then tries to eat them!

They are able to fly away from it, but Kevin suddenly appears and is able to grab a hold of Gwen before they reach the portal that leads them out of the Null Void!

Kevin, "hey again cutie!"

Gwen, "ngh, let go of me!"

Vilgax appears along with several Null Guardians!

Buzzshock growls, "let her go or I'll-"

Vilgax, "or you'll what?"

Buzzshock had no other choice but to give up and save Gwen by landing on a platform and transforming back into Ben.

Ben, "let's make a trade! My cousin for this stupid watch!"

Gwen, "Ben! No! Think abo-"

Ben, "you're more important than this thing! Let her go, and you can have the Omnitrix!"

Vilgax, "good…. Good…. Kevin, get the Omnitrix."

Kevin nods as he sets Gwen down and shoots some goo at her feet, sticking her in place!

Gwen, "ew…."

As Kevin approaches, Ben turns the faceplate a few times, disabling the Master Control, not wanting his foes to have an edge if they used the watch.

Kevin pins Ben down and pulls out a device that he uses to painfully tear the Omnitrix off of Ben's wrist!

Ben nearly blacks out from the pain as he feels the watch tearing from his skin, almost as if they were tearing off one of his limbs! He screams in pain until he feels the watch no longer on his wrist!

It is now in a spherical container that Kevin holds.

Ben looks down at the pale stripe of skin where the watch once was.

Kevin, "not so special now, hmm?"

Ben, "it won't do you any good. I zeroed the Master Control."

Vilgax, "it shall be easy to crack the code. Now, let us leave you to your fate! Come Kevin, let us retreat…."

Kevin took a step forward when Ben suddenly had an idea.

He said, "y'know, if you kept that thing for yourself, you could use it to turn back to normal and control your transformations…."

Ben was playing off of Kevin's power hungry psyche, and it worked!

Kevin smirked and said, "see ya later, squid-breath!"

Kevin runs away with the Omnitrix and Vilgax follows, yelling, "get back here you bastard!"

Gwen manages to get her feet free.

She flies over to Ben and says, "come on, we gotta go."

Ben, "not yet. Even if I don't have the watch, we can't let them get their hands on it, or get out of the Null Void."

Gwen nods as Ben pulls out his hoverboard and flies along with Gwen as she uses her jetpack.

Kevin is running towards the portal, when Vilgax tackles him!

Vilgax, "give me the Omnitrix, you welp!"

Kevin, "I'm done taking orders from you! Now let go!"

As they duel for the watch, Gwen suddenly flies in and grabs it!

Gwen, "you snooze, you lose!"

Vilgax, "no! You little brat!"

Kevin, "you aren't getting out of here without me, or that watch!"

Vilgax and Kevin block the portal.

Ben, "Gwen! Get rid of the watch!"

Gwen, "but-"

Ben, "there's no time! Just do it!"

Gwen nods as she throws the sphere away.

Kevin and Vilgax both scream, "no! The watch/Omnitrix!"

Ben jumps down as Vilgax races after the watch!

Ben, "Gwen! Go! Get out of here!"

Gwen, "what about you?!"

Ben, "I'm right behind you!"

And so, Gwen flies through the portal as Ben jumps over Kevin and out of the portal!

Kevin growls in rage as the portal closes before he can escape!

….

Ben and Gwen land back in front of the RustBucket as the Null Void projector shorts out.

Hope is the first to run forward and hug Ben tightly.

Hope, "thank God you're alright!"

Ben smiles with a huge blush on his face as he hugs Hope. Hope let's go so Gwen and Max can hug Ben.

When the hugs end, Ben looks upon his wrist, which no longer holds the watch.

Ben, "well, I guess that's it. No more hero time…. Look, guys, I'm sorry about what happened before. I got so arrogant, and I abused my powers. I don't deserve the watch."

Gwen, "aw, Ben, I think I have something that'll cheer you up?"

Ben, "thanks Gwen, but-"

Gwen shows off her present. The container that held the Omnitrix!

Ben, "no way! But, how? I saw you throw it away!"

Gwen, "you may be dumb enough to throw the Omnitrix away, but I'm not. "

….

Back in the Null Void, Vilgax and Kevin are going after the decoy which Gwen threw.

Vilgax managed to grab it as he stood upon a large piece of rock.

He growled, "finally…. At long last…. It is mine!"

He opens the container…. Only to be met with one of Gwen's grenades.

It explodes right in Vilgax's face, though he barely flinches.

He yelled, "TENNYSON!"

Kevin groaned, "nice work, Davy Jones. Now we're both stuck in this Hell-hole!"

Vilgax punches Kevin away in anger.

Suddenly, he and Kevin are attacked by one of the Null Void's monsters.

Kevin, "you idiot! This is all your fault!"

Vilgax growls and smacks Kevin away again, as several Null Guardians surround the two of them as they run for their lives.

Vilgax, "this isn't over! TENNYSON!"

….

Ben, "Gwen, I-I don't know what to say?"

Gwen, "I can think of something…."

Ben smirks and says, "it's hero time."

The container opens, and the watch jumps out and slaps itself against Ben's wrist! Ben holds it in the air as he feels the power of the Omnitrix more than ever!

Ben smiles as he says, "alright! Ben Ten is back! Now, how's about I get us all some smoothies for a victory celebration?"

Hope, "you had us at smoothies."

Ben dials the watch and slams it down, but he transforms into GreyMatter instead!

GreyMatter, "oh no! I forgot! I deactivated the Master Control! Come on! StinkFly! Wildvine! TenTen! Anyone!?"

Gwen and Grandpa Max laugh about it as Hope picks GreyMatter up to her eye level.

Hope, "how about we just drive over to our victory meal?"

GreyMatter, "ugh, fine. But can you carry me for a while?"

Hope, "I'd be happy to."

And with that, the Tennyson's get back into the RustBucket and drive off after yet another hair raising adventure….

….

Meanwhile, we see Technorg once again, sailing through space in an escape pod. As it floated along, suddenly, we see a familiar sight approaching the pod.

Tetrax's ship!

A beam suddenly shines from the ship, and the pod begins sailing into the open cargo bay of the ship, signifying Technorg's rescue!

Chapter Text

We see the Tennyson crew once again as Max is about to get some firewood.

Ben and Gwen are both smiling very cheerily, side by side.

Max, "you kids be good while I'm gone, alright?"

Ben, "no problem Grandpa."

Gwen, "just hurry back!"

Max chuckled as he walked off.

But as soon as he's gone, Ben and Gwen drop the act as Hope comes out of the RV with a sign that said, "Happy 55th Birthday!"

Gwen, "you were supposed to get the cake!"

Ben, "no, you were!"

Gwen, "fine, I know how we can solve this."

Ben, "rock, paper, scissors?"

Gwen, "you read my mind."

Hope rolls her eyes as they do the game of rock, paper and scissors to determine who would get the cake.

Ben wins the first round.

Gwen wins the second.

Before the final count can decide the victor, a portal appears in the middle of the campground and a woman flies out from it!

Ben and the others were shocked as they took in her appearance.

She has a mask to cover her face and she has the five Charms of Bezel on her left arm. She wore a dark blue cloak that billowed in the wind.

She quickly dashed forward and grabbed Gwen!

Ben, "hey!"

Hope, "Gwen!"

Ben quickly pulls down his wristband and s)ams down, transforming into XLR8 and runs into the portal with Hope following behind as fast as she can.

The portal closes after they enter it.

Max returns with firewood after this.

Max, "alright, I got the…. Ben? Gwen? Hope?"

….

We see the mysterious woman arrive with Gwen into a futuristic world!

XLR8 races after them with Hope close behind. They dash into the woman, sending her flying away as XLR8 grabs both girls and slows them down.

They all stand there and take in the huge futuristic city around them.

It looks like something out of the Fifth Element or Blade Runner!

Aliens and humans walked around together as if it were normal.

Hope, "something tells me we aren't in Kansas anymore."

A girl on a hoverboard waves at XLR8, saying, "hey there Ben!"

She winks at him and flies off.

As he waves back, with Hope looking a bit jealous, a kid spots him and recognizes him.

They shout, "sup Ben 10K! You rock!"

XLR8, "Ben 10K? What are they talking about?"

Gwen, "I think that?"

Gwen points to a rather large statue of an older Ben, with an engraving on the bottom.

Hope blushed at how handsome Ben's future self looked.

XLR8, "whoa. 'Hero of Heroes: Ben Ten Thousand.' Is that really me?"

Suddenly, the statue is torn down!

Hope, "that's not good."

Out steps a villain named Exo-Skull, a cybernetically enhanced rhinoceros.

Exo-Skull, "hey! Tennyson! Long time no see!"

XLR8, "um…. Yeah."

Gwen, "you know this guy?"

XLR8, "haven't a frigging clue."

XLR8 runs towards him, hoping that he'll be able to deliver a blow, but unfortunately, the Omnitrix times out and XLR8 reverts back into Ben before he can attack.

Ben, "every! Dang! Time!"

Suddenly, the woman from before appears and casts a spell before Exo-Skull attacks Ben. This sends them back a good couple of feet as she goes on the attack, hoping to take him down, but he shoots a net to take her down instead!

Ben, Hope and Gwen are now in danger and run for their lives.

All of a sudden, someone speeds in to help, and takes out Exo-Skull in no time flat, delivering several super speed punches!

It turns out to be another XLR8, only wearing an advanced looking black and white jumpsuit.

The woman approaches and says, "took you long enough, dweeb."

Future XLR8, "please don't call me that. We're in our thirties. And they shouldn't be here. Get them to the headquarters and send them home."

Ben, "whoa. you're me, right? And it looks like I'm new and improved! This is so cool! That I'm so cool! Did you say headquarters? I have my own headquarters! Awesome!"

Future XLR8, "ugh, I don't have time for this."

He tries to walk away, but Ben runs in front of him and asks, "wait! When do we get a tour of this place?"

Future XLR8, "hmm, how about…. NEVER!"

He races off as Gwen and the woman both say, "ugh, what a dweeb."

Gwen looks at the woman in shock.

Gwen, "wait a minute. Are you-?"

The woman reveals her face, showing that she was a 37-year old Gwen, with a tight orange ponytail going down her back.

Gwen, "me!?"

The older Gwen snaps her fingers, and a pair of glasses appear on her face.

She says, "I go by Gwendolyn now. It's nice to see you don't put up with his attitude."

Hope, "so we're in the future!"

Gwendolyn, "that's right. And let me say, both of you get some major upgrades to your powers one day."

Gwen, "this is so cool! How many spells do we learn? How do I get these powers? Do I ever get a black belt?"

Gwendolyn, "ah, ah, ah. I can't reveal too much yet…."

Ben, "can someone please explain to me why we're here in the future?!"

Gwendolyn, "I need your help. You fully mastered the Omnitrix, and another device even more powerful than it, but there's still something your future self needs help with."

Ben, "oh! I get ya! A good old fashioned bad guy butt kicking!"

Gwendolyn, "that might not be enough power to support him in future encounters…."

Suddenly, Gwendolyn's belt alerts them that an attack is going on.

Gwendolyn, "looks like Sector 15-D is being attacked! That place contains DNA samples from across the galaxy!"

Ben, "sounds like Dr. Animo's doing."

Gwendolyn, "most likely. He does this kind of stuff all the time."

Ben attempts to activate the Omnitrix, but it's still red and has to recharge.

Ben, "great! Now how are we gonna get there?"

Just then, a familiar vehicle stops in front of them.

The RustBucket! Although it looked even rustier.

Out of the RV pops an 80-year-old Grandpa Max! He looks skinnier, still wears the old baseball cap, and also wears an old fishing vest.

Future Max, "does somebody need a lift?"

Gwen and Ben, "Grandpa!"

Max smiles as he hugs his grandkids.

Max, "aw, seeing you kids like this again is the best present I could get today!"

Hope smiles before Max pulls her into the hug as well.

Soon, they all come inside the newly modified RV, and see that much of it has been rebuilt, the inside looking sleek and futuristic, unlike the outside.

They are amazed by how the RV now has the ability to fly, as it speeds off to Sector 15-D.

Ben, "so, where do we sleep in here?"

Gwendolyn, "you've got your own headquarters, so you don't really have a need to stay here."

Ben and the others share a concerned look.

The RV stops at Sector 15-D, and the group races out.

Ben, "you coming Grandpa?"

Future Max, "oh, heh, you haven't needed my help in a long time. Just promise to say goodbye before you go."

Hope, "of course we will!"

The group runs inside as Max goes back into the RV, giving a sad look.

….

As they run in, Ben says, "FourArms should have enough muscle to deal with Animo…."

Ben pulls down his wristband and presses down on the watch, but he transforms into StinkFly instead!

StinkFly muttered, "sonuva…."

The group heads into the sector.

Inside, future FourArms is already fighting.

Their armor looks more gruff and worn out, and their teeth were sharper.

StinkFly flies over and says, "hey! I wanted to go FourArms too! Great minds must think alike!"

Future FourArms, "yeah, right…."

As the smoke clears, Animo heads out, revealing his future self to be biologically enhanced.

His head, inside of a glass dome, is attached to what appears to be a giant gorilla body!

Hope, "ugh, and I thought he couldn't get any uglier…."

Future Animo, "ah, we meet again young Benjamin. You won't stop my plans! I shall use all 10,000 DNA samples to create my monstrous minions!"

StinkFly, "that ain't gonna happen!"

StinkFly comes in to attack, but Future FourArms ties StinkFly's tail down.

Future FourArms, "stay outta my way!

StinkFly, "hey! You can't- I mean, I can't do that to me!"

Gwen, "why doesn't he let us help?"

Gwendolyn, "he hasn't wanted our help in a long time."

As Future FourArms and Animo fight, their fists clashing for a few moments, Future FourArms transforms into a large green alien, and he fires slime at Animo!

They then transform into future Buzzshock to electrify him, then transform into future Cannonbolt to knock him out.

Future Cannonbolt's armor looks tougher, and the Omnitrix is now on their chest. It made it harder for an enemy to get to it now.

Animo is down for the count in a few moments.

StinkFly, "wow, I rock! What do you call that other one? Loogie Man? Spitter?"

Future Cannonbolt, "they're not pets. I don't name them anymore."

Future Cannonbolt then transforms into an alien that looked like a blue monkey with multiple limbs, a spider-monkey of sorts, and used some webbing to tie Animo down before turning back into future FourArms.

Hope, "but that was always the fun part of you getting a new alien."

As future FourArms leaned Animo on the wall, guess who showed up?

The Galactic Enforcers!

They looked the same as ever as they arrived to help.

Ultimos, "greetings Ben. We thought you could use some help?"

But future FourArms transforms into future XLR8.

Future XLR8, "sorry, you're too late. Animo has already been dealt with."

Ultimos, "you know, we should be given a chance to help out. We are supposed to be allies."

XLR8, "no. I can handle it. Now, please get Animo to the Null Void. I need to deal with a time travel situation."

Ultimos, "sigh, very well."

It's at this point that Ben's Omnitrix times out, reverting StinkFly back to Ben and setting him free from the wall.

XLR8 grabs Ben and Gwen and runs off as Gwendolyn uses her magic to send her and Hope to the headquarters.

As the Galactic Enforcers are about to clean up the mess they were told to do, Animo releases a gas that causes them to collapse.

Animo, "foolish heroes. They have no idea what I'm about to release…."

He rips open a nearby chamber holding what seems to be the remains of….

Animo, "Vilgax. Tennyson's greatest foe! And soon to be his end!"

Animo shoots a strange beam at the remains of Vilgax, slowly mutating it and making it grow larger!

….

At Ben 10,000's headquarters, Ben is amazed by how it's built.

Ben, "whoa! This is my headquarters? Awesome! I must chill out here a lot."

Future XLR8, "there's no time. I'm always patrolling the planet. Thus, Ben has no need to hang out here."

Ben, "jeez, a barrel of fun, hmm?"

Hope, "I'm not sure I like seeing you acting like this."

While future XLR8 scans for any dangers, he tells Ben, Hope and Gwen, "do not touch anything. I'll be right back."

Future XLR8 speeds off.

Ben, "so, is there anything else I should know about?"

Gwendolyn, "well-"

That's when they all hear a large thump above them.

Gwendolyn, "well, looks like they're home."

Gwen, "who's home?"

That's when they hear, "Aunt Gwen/Mom!"

They all turn to see three younger people enter the room.

The first is a young boy that looked like Kevin, who ran into Gwendolyn's arms.

Gwendolyn, "oh, my little Devin!"

Gwen, "Devin?"

The boy, Devin, looks at Gwen and says, "mom, why is there a younger you here?"

Gwen, "wait, he's my son?!"

Gwendolyn, "I kinda hoped I could ease you into this, but…. Gwen, meet Devin. And I assume his daddy isn't far behind."

Devin, "Dad's off with Aunty Hope and Great Grandma Xylene getting birthday gifts for Great Grandpa Max."

Hope smiled. Aunty Hope. That meant she was still a part of the team after twenty years!

The other two who entered looked like a 10-year old Ben but with a streak of white in his hair, and a girl near her twenties with a brown ponytail with a streak of blue in it, dressed in a blue jacket with a 10 on it, a black shirt and dark blue jeans.

The girl, "hey Aunt Gwen."

The boy looked at Ben and Gwen and said, "um, why are their younger versions of you and dad here?"

They also saw Hope standing there, but didn't say anything yet.

Gwendolyn, "bit of a time travel dilemma."

Ben, "um, ahem…. DAD?!"

Gwendolyn, "again, I wish I could've eased you into this. Ben, meet Lumi and Ken. Your kids."

Ben nearly fainted if Hope hadn't caught him.

Hope, "um, and who are the other parents?"

Gwendolyn, "if we told you that much, it may change things."

Ben, Hope and Gwen nodded, still shocked by seeing their future kids.

Ben sees that Lumi has an Omnitrix as well.

Ben, "so, when did you get your watch?"

Lumi, "I got mine years ago, due to circumstances, very young."

That's right when the future XLR8 comes back.

Lumi, "er, hey dad."

Ken, "hi dad."

Future XLR8, "hey kids."

Ben, "jeez, are you ever gonna lighten up?"

Lumi, "you kidding? Dad hasn't lightened up in years!"

Ken, "I don't even know if he can!"

Hope thought, 'but, that's what I love about him!'

Ben jumps onto his future self's hoverboard and says, "come on! A little race won't kill ya!"

Future XLR8 snatches the hoverboard and makes Ben fall as he says, "no! Those days are over."

Ben, "well, what I'm over is being a hero if this is how I turn out! I am such a jerk!"

While Ben and future XLR8 argue about their different behaviors, an alert is sent out that another sector is under attack!

Gwendolyn, "the sector being attacked is 61 stories below us."

Lumi, "that's where the Null Void projector is!"

….

There, Animo tries to activate the Null Void Projector.

Suddenly, future XLR8 arrives and transforms into future DiamondHead to fight!

Future DiamondHead had an outfit almost identical to Tetrax's, but with no helmet and arms.

Future DiamondHead, "it ends now, Animo!"

"Oh, but it's only just beginning."

Vilgax then steps out from the shadows and is shown to be alive, and much larger than before!

Dr. Animo, "Mister Vilgax. So nice you could rejoin me."

Future DiamondHead, "no! Impossible!"

Gwen, Gwendolyn, Hope, Lumi and Ben arrive at the Null Void Projector room to help out.

Ben, "Gwen, and uh, Gwen, you guys go after Animo. Hope, me and Lumi will go and help, uh, me!"

They nod as they all dash off to fight.

Ben, "let's see if I can actually get FourArms this time?"

Ben attempts to transform into FourArms yet again, but he transforms into Upgrade instead.

Upgrade, "ugh, sometimes I think this thing is mocking me!"

Upgrade quickly adapts and goes on the attack by merging with the hoverboard.

Hope fires up her magic, and they see Lumi dial up her Omnitrix, transforming into a dark blue moth alien with glowing green eyes.

Upgrade, "woah! You got a name for that form?"

Lumi, "no. I actually do name my forms, but this is one that I don't. You'll know why in a few years."

Upgrade and Hope nodded as the three of them rushed in. Upgrade launched themself at Vilgax, sending him right into the wall!

Future DiamondHead, "get outta here! This is my fight!"

Upgrade, "if it's your battle, then it's mine too!"

Future DiamondHead thinks for a moment as Lumi says, "Dad, please, for once, let someone help."

These words seemed to convince him as Future DiamondHead said, "well then, this might help."

He touches the Omnitrix on Upgrade, and turns him into Cannonbolt!

Cannonbolt, "hey! I don't have to be Ben anymore."

He then promptly falls over.

Lumi, "same thing happened when I got that alien. I call mine; Wrecking Ball."

Future DiamondHead then transforms into WildMutt, who has slightly longer fur, a tail, and way sharper teeth. Hope jumps onto their back, brandishing her magic in her palms.

….

Gwen and Gwendolyn are inside fighting Animo. The girls notice that the Null Void is about to open!

A Null Guardian manages to fly out and attack, but Gwendolyn jumps into the air and bicycle kicks them!

Gwen, "woah!"

Gwendolyn, "by the way, that black belt you were wondering about? You got it years ago. And it's come in handy many times."

Gwen, "awesome!"

….

Cannonbolt, Lumi, Hope and future WildMutt continue fighting Vilgax, but it appears that they don't have the power to defeat him.

All of Hope's magic seems to bounce off of him!

Vilgax, "your cheap conjurings will not work on me!"

Lumi tries freezing Vilgax with an ice breath their alien had, but they were quickly able to break out of it and knock her away.

Hope jumps off of future WildMutt as they go on to the attack.

As future WildMutt attacks, they are knocked away and they transform into future HeatBlast.

Future HeatBlast has spiked purple armor on their arms with their shoulders looking like small volcanoes.

But he still cannot defeat Vilgax as he is knocked into the air.

Lumi suddenly turns into their version of HeatBlast, which looked identical to Gwen 10's but with a flaming ponytail, and started shooting flames at Vilgax, but he merely shrugged them off, even as Hope started to throw objects at him with her magic!

Lumi, "dang! Not even Volcana can stop them!"

Future HeatBlast then transforms into future StinkFly.

They look slightly larger with sharper teeth, and the colors to their outfit switched.

He tries to fight Vilgax, but he is defeated as well.

He then transforms into a large dinosaur alien with two green bandoliers over their chest. The two grapple for a moment before the dino alien is sent flying away!

He then transforms into a large bi-pedal tiger alien shouting, "LET ME TELL YOU SOMETHING VILGAX! RATH IS GETTING SUPER TICKED OFF AT YOU!"

Cannonbolt, "I thought you didn't name them anymore?"

Future Rath, "LET ME TELL YOU SOMETHING ME FROM THE PAST! RATH CAN'T CONTROL WHAT RATH SAYS HALF THE TIME!"

He runs at Vilgax, and puts up a good fight for a minute before being launched away.

He then transforms into some sort of bird alien with a mohawk, green belt and bandolier. He tosses a few punches at Vilgax before he transforms into future XLR8 and continues to fight Vilgax.

Vilgax, "you think you can destroy me? I analyzed every one of your aliens. Animo programmed their moves into my new DNA. Nothing you can do will surprise me anymore!"

Vilgax swats XLR8 away, but Max arrives just in time and blasts Vilgax with the gun designed to destroy him, which sends Vilgax flying into a wall hard enough to kick up dust.

Lumi, "Great Grandpa!"

Future Max, "thought you could all use some help."

Hope, "great timing Max!"

Cannonbolt, "Grandpa! Head in and help out Gwen and Gwendolyn. We'll take care of Vilgax!"

Max nods with a smile, happy to be a part of the action again.

Vilgax, Lumi, Hope, Cannonbolt, and future XLR8, who turns into future FourArms, then fall off of a ledge and land several stories below.

….

Meanwhile, Gwen is in danger, with one of the Null Void creatures running at her, but luckily, future Max comes just in time to extend a robotic arm to reach her and pull her close.

Gwen sees that Max has a robotic arm now!

Gwen, "where'd you get that?!"

Future Grandpa Max, "a lot can happen in twenty five years, hmm? Come on. Let's show him what we Tennysons are made of."

He transforms his arm into a giant gun and goes off to fight Dr. Animo with the Gwens.

….

The combatants down below are having a standoff as this goes on.

Cannonbolt, "we need to take him down!"

Future FourArms, "how? He knows all of my moves!"

Cannonbolt, "he may know how all your aliens fight. But does he know what Ben Tennyson can do? I just hope after all this time you haven't forgotten too."

Cannonbolt races after Vilgax.

Future FourArms looked down in thought as Hope said, "y'know, since you're the future Ben, you should know that the reason I fell in love with you, was your fun-loving attitude. The way you treat saving the day as like the greatest thing to do. I hope you know that."

Hope quickly follows after Cannonbolt, with Lumi turning into her own version of XLR8, who looked slimmer, and with a dark blue and white outfit.

She says, "let's see if Mach5 can catch up!"

She speeds after the others as Vilgax arrives to the fight.

Future FourArms approaches. He transforms back into Ben 10,000. He looked like his statue, but with slicked back hair that he quickly shook back into being spiky and unkempt.

Ben 10,000, "you know, maybe you're right. Maybe I should start acting like Ben again!"

Ben 10,000 jumps onto a hoverboard and starts speeding towards Vilgax!

Vilgax is amused by Ben 10,000's attempt to defeat him with his true form.

Ben 10,000 stops and transforms Cannonbolt into DiamondHead and uses a hoverboard to make Vilgax try and get him.

Ben 10,000, "catch me if you can, squid-breath!"

Mach5, "woah. I haven't seen Dad like this in a long time!"

Once Ben 10,000 has Vilgax near a pool of water, he transforms into Spitter and spews slime at the villain, trying to knock them into the water.

Vilgax reaches the ledge of water and DiamondHead uses the diamonds to push him down into the water.

Spitter then transforms into an ice alien to freeze the water, trapping Vilgax inside with Mach5 turning back into Lumi's moth alien and helping freeze him.

Diamondhead, "hey, what do you call this guy?"

The ice alien, "I don't name…. Uh, I don't know, Absolute Zero?"

DiamondHead, "nah. What about…. Articguana?"

Arctiguana, "cool."

Hope smiled and thought, 'looks like we fixed his attitude.'

….

Back at the Null Void Projector, Gwen, Gwendolyn, and future Max manage to best Dr. Animo, causing his head to unscrew from his ape-like body.

Dr. Animo's head attempts to get away, but Gwen holds it down by standing on one of its tendrils.

Gwen, "going somewhere?"

Max then proceeds to shut down the Projector, sealing all the captured beings inside.

….

Later, at the headquarters, Ben, Ben 10,000, Gwen, Ken, Lumi, Hope, Devin, and Gwendolyn celebrate their grandfather's 80th birthday.

Ben 10,000, "happy birthday Grandpa."

Future Max, "the greatest gift I've gotten today, is seeing my family work together again."

Suddenly, they get a message from Ultimos!

Ultimos, "Ben, there is danger in Sector 5, we thought we'd contact you so you could handle it?"

But for the first time in years, he decides to take the day off and enjoy it with Grandpa Max.

Ben 10,000, "actually guys, it's my Grandpa's birthday. I'm gonna spend it with my family. Why don't you guys handle it?"

Ultimos, "really?! Er, thank you! Ultimos out!"

The transmission ends.

Gwen turned to Gwendolyn and said, "now I know why you brought us here. To help him lose the attitude."

Gwendolyn, "right. I knew you guys would be able to knock that attitude out of him. I suggest you enjoy your Ben and his goofy antics. We may never know how time will change you. Now, it's time I send you three home."

Gwendolyn starts opening the portal back home.

Ben, "wait! You never told me the secrets of the watch! How I don't have to go, Ben!"

Ben 10,000, "trust me, you're gonna want to go Ben. Thanks for making me realize that. Here: take this."

Ben 10,000 gives Ben a cube to take home.

Ben, "what is it?"

Ben 10,000, "it's something we should have done twenty the years ago…."

And with that, Ben, Gwen and Hope walk through the portal back to the past.

When they leave, they hear three others arrive.

"Did we miss the party?"

Devin, "dad!"

Lumi and Ken, "mom!"

Devin ran to his father: a grownup and unmutated Kevin Levin! Future Kevin, or Kevin 11,000 was wearing a black jacket over a white shirt and dark blue pants. He hugged his son, and kissed Gwendolyn as she stepped forward.

Lumi and Ken both ran to their mother; a grown-up Hope!

Future Hope wore an outfit mostly the same as her original one, but with a darker color, the tips of her long silver hair dyed purple, a black tattoo of a charm on her neck and a large brimmed fedora.

She hugged her kids as Ben 10,000 stepped forward.

Hope, "so, what did we miss?"

Ben 10,000, "it's a long story hon. Let's just say, it gave me an attitude adjustment."

Hope smiled and said, "best thing I've heard all day."

The two kiss as we see Max embracing an alien woman with tiel skin and three purple eyes.

Who was this woman?

Well that would be spoilers, wouldn't it?

Ben 10,000, "now, what say we call all of our friends for this party? Make it a great one for Grandpa!"

The others all agreed, happy that their Ben had changed for the better.

….

Max, "kids? Kids!"

Suddenly, the kids appear behind him. Hope and Gwen both hug Max, giving him a pleasant surprise as he hugs them back.

Ben then activates the cube and reveals a birthday cake.

Ben, "um, we got you this. Happy birthday Grandpa!"

Max smiles as the group celebrates the very happy occasion….

Chapter Text

We once again see our beloved heroes, this time in Arizona.

They were meeting an old friend of Max's named Wes Green.

Currently, Max was listening to the history about the Indian Dream catcher as told by Wes, while Ben, Hope and Gwen browse around to look for anything interesting.

Hope, "it's neat to see so much culture around here. There's always various legends you can hear in places like this."

Ben, "yeah, but if only there was something a little more interesting."

Ben seems to be bored, but a young girl's native dance catches his attention.

Ben blushes as he sees the girl dance, which Hope notices and glares in jealousy. It was no secret that she had a crush on Ben, ever since the two had met, there had been an attraction. If Hope had known about her and Ben in the future, maybe she wouldn't be so worried? Who can say!

Gwen looks over at Ben as he gives a dumb smile.

Gwen, "finding an interest in the culture?"

Hope, "I don't think it's the culture that he's interested in…."

Max and Wes approach the kids.

Wes, "that is my granddaughter. Kai."

Max, "oh, I remember back when she was only a toddler. Our grandkids sure do grow up fast, don't they?"

Wes nods in agreement.

Ben fixes up his hair, hoping to get Kai's attention.

Gwen notices Hope getting red in the face, and whispers, "don't worry, I'm sure his affections will move onto someone else."

Hope grew even more red, but this was because she had started to blush in embarrassment.

Suddenly, storm clouds begin to darken the skies!

Gwen, "um, did Kai start a rain dance?"

They head to shelter from the storm, but it seems that Ben is too interested in Kai to notice at first.

A lightning bolt suddenly hits the ground next to Ben and a beastly creature appears before him. It looked like a werewolf of some kind!

That sure gets his attention!

The werewolf runs off, while the gang finds that they're in danger.

Wes, "there's a flash flood! We need to get to higher ground!"

The group begins climbing up the RustBucket, but unfortunately, Kai is caught by the strong push of the water, and she's carried along the flood.

Kai, "help!"

Ben, "crap! Time for RipJaws to lend a fin!"

Ben attempts to transform into RipJaws, but the process of activating the Omnitrix seems to have failed.

Hope suggests, "it must be from the storm!"

Ben, "I don't have time! I'm gonna go after her. Hope, try to keep me steady!"

Hope nods. Sure, she was jealous, but Kai's life was on the line. Her jealousy could wait.

Ben jumps on top of a barrel and begins steering it with Hope's help towards Kai.

Ben, "grab my hand!"

Suddenly, they notice a wall that may crush them if they continue down the stream, but luckily, they jump up to hang onto something.

Kai, "woah, thanks."

Ben, "uh, y-you're welcome."

Kai, "um, can I have my hand back please?"

Ben, "huh? Oh, sure!"

He lets go and blushes.

Up on the roof, the werewolf rips off the satellite receiver. It howls as another strike of lightning occurs, blinding the area for a moment, and covering the beast's escape!

Wes, "the Yenaldooshi!"

….

Later, after the flooding ended and the group was safe inside, Wes explained what he thought the beast was.

Wes, "I believe that the creature was a Yenaldooshi, a Navajo werewolf."

Wes readied up to tranquilise the Yenaldooshi.

Max, "the Yenaldooshi. That's an old legend. Even the Secret Scientists don't believe in it."

Wes, "I'm not so sure after seeing that beast. The Yenaldooshi is one of our oldest legends, with hundreds of sightings over the years, of a bi-pedal wolf man with glowing eyes, and a howl that can break glass!"

Ben, "well then I guess we've gotta find it then."

Max, "agreed."

As they get ready to leave, Wes says, "I'm afraid the girls will have to stay here."

Gwen and Hope, "what?!"

Ben, "that's not fair to any of them."

Wes, "I'm sorry Ben. The times may have changed, but the traditions have not. Men go out on the hunt."

Max, "Wes, with all due respect, Gwen and Hope have abilities that could offer a lot of help. And I'm sure Kai would like to help out."

Kai, "I would, but I must follow tradition."

Ben, "sorry Kai. Maybe we can all have a celebration after this is all over?"

Kai, "that would actually be pretty nice."

Hope grumbled as she went to use the bathroom, and Kai left the room.

Gwen, "wait a minute, you have a crush on her!"

Ben, "what?! No I don't!"

Gwen, "yes you do."

Ben, "don't."

Gwen, "do."

Ben, "don't."

Gwen, "do!"

Ben, "don't."

Gwen, "don't."

Ben, "do- no wait!"

Gwen, "ha!"

Ben, "ugh, fine! Maybe a little! But…. I don't know, things are complicated with my love life right now."

Gwen, "what do you mean by that?"

Ben, "none of your business."

Ben runs off with Max and Wes to avoid any more questions.

But Gwen had a pretty good idea as to what Ben meant. For he had eyes for two girls at the moment….

….

Later, outside in a more rocky area, Wes tries to find ways to track the Yenaldooshi down, and they follow the path to where it might be.

They climb up the mountainous terrain, and find the Yenaldooshi scavenging through metal.

The growl quizzically as they fish through the various pieces of metal and technology.

Wes readies his tranquilizer and shoots, only for it to dodge it, have heard them due to its enhanced senses.

The Yenaldooshi gives a sadistic grin and he gives a snarl that sounds a bit like a laugh! They then run at the trio, and swiftly swipe their claws at them, sending them all off the cliff!

Ben activates the Omnitrix as he falls!

Ben, "come on! StinkFly!"

But when he transforms, instead of StinkFly, he gets TenTen!

TenTen, "good enough!"

Wes is amazed by the sight. TenTen holds on a boulder back at the top of the cliff, and he extends grappling hooks from his wrosts the opposite way to bring Wes and Max to safety.

Wes, "you have some explaining to do Max."

Max, "well, where to start?"

….

The Yenaldooshi climbs the mountain, and TenTen lands behind him and grabs him!

TenTen, "tag. And you're it, fangface!"

But suddenly, the wolf growls, bites him, and TenTen drags it into the ground.

As they head back up to the surface, the two continue to fight, the Yenaldooshi claws scratching over TenTen's armor as he snarls savagely.

But as it goes on, TenTen reverts back into Ben!

Ben, "I should be used to this bad luck by now!"

The Yenaldooshi slowly stalks towards Ben, snarl-laughing yet again, and then winds their claws back and scratches the Omnitrix! Ben yells in pain as the Omnitrix starts to react and turns yellow, making the same symbol it did when it collected the DNA for BuzzShock and Wildvine. Ben clutches his arm as the Yenaldooshi steps back.

The Yenaldooshi surprises Ben by snarling the words, "your world…. Will suffer!"

They the run off as fast as they can as Wes and Max soon head back up to make sure that Ben's okay.

Max, "Ben! Are you alright?"

Ben, "I'm fine. That thing ran off. And…. It spoke!"

Wes, "it spoke? What did it say?"

Ben, "it said, 'my world will suffer.'"

Max said, "sounds like this wolf has major plans."

Wes, "and it is still on the run. We must return to camp for now."

The other two nod as they head back home.

….

Later, at the RustBucket; the group sees multiple people leaving town.

Kai, "why are the people leaving?"

Wes, "they fear the Yenaldooshi's return, and with the full moon, its power will be greater than ever. And the warning it gave Ben is also playing a part in it."

Kai heads up to Ben and says, "it was so cool that you took on that thing. I bet that alien you must have turned into was pretty cool!"

Ben, "yeah, well, that's just the everyday life of Ben Ten!"

Hope rolls her eyes as she watches the two talk, trying not to get jealous again.

And failing.

Miserably.

Kai, "so, what kind of aliens do you have?"

Ben, "oh, I've got about fifteen so far. I use them all to save the day. You know how it is."

As Ben talks to her, he scratches himself, and his itch doesn't seem to stop.

Ben, "ngh, ya know, saving the day, getting some glory-"

Gwen, "scratching yourself like a monkey? Ooh ooh! Aah aah!"

Gwen gets on the table and starts making monkey gestures.

Hope, "uh, Gwen, as funny as that is, I think something's up…?"

Ben takes his shoe off and keeps scratching, and he slowly starts to turn into a bluish color, claws appearing, and he grows more hair and his ears become pointier!

Kai, "uh, Ben, you look…?"

Ben, "handsome? Yeah, I get that a lot."

Gwen, "I doubt that."

Hope, "uh, Ben? Look at yourself!"

Ben starts feeling up his face and gasps!

Ben, "no way!"

Kai, "wait, this isn't one of your transformations?"

Ben, "no. I don't have any aliens that look like this!"

Wes, "wait, did the Yenaldooshi bite you at any point?"

Ben, "uh, he scratched me a bunch while we were fighting, and while I was still Ben."

Wes, "this is very bad."

Max, "what? What is it, Wes?"

Wes, "legend says that the bite or scratch of a Yenaldooshi can transform others into one! Ben may very well be going through the transformation!"

Ben, "so, what, I'm gonna get fleas?"

Wes, "Ben, this is nothing to make light of. The Yenaldooshi can create others in its exact image, and when it does, those followers will seek to destroy those closest to them."

Gwen, "lucky we don't like each other, right?"

Ben glanced at Hope, Max and Gwen in worry.

Wes, "the only way to reverse this would be to stop the Yenaldooshi that marked you."

Ben, "so, what, a silver bullet?"

Wes, "that's only in the movies."

Hope, "well then, how do we stop it?"

Wes, "the only way to stop it is to acquire a spiritual silver pendant, and get the fluids of the Árbol del Matrimonio cactus, and place it on the Yenaldooshi's heart. If we don't do it in time, Ben will be a Yenaldooshi forever."

Ben gulps in fear as Hope puts a hand on his shoulder and says, "we'll stop the werewolf, Ben. We promise."

Ben, "thanks Hope. I'm glad you're here to help."

Hope smiles at that.

….

A little later, Hope, Ben, Gwen, and Kai are inside the Rust Bucket, and Ben prepares a bowl full of eggs and pours milk on them.

Gwen, "ugh, you've got some strange tastes, Ben."

Ben, "don't blame me. Blame the werewolf mark."

He immediately digs into the bowl, and he makes a mess on Kai.

Ben, "er, sorry."

Kai grabs a towel as Gwen pulls up more info on the cactus they needed to find online.

Gwen, "looks like luck is on our side. The Árbol del Matrimonio cactus is in this general area."

Ben heads to the fridge to find more food to eat.

Hope, "you just ate, Ben!"

Ben, "sorry, I'm just so hungry right now!"

Suddenly, Ben's appearance changes even more as he finds a roasted chicken and digs into it. His body has become more muscular, and his head has become more wolf-like.

Kai, "woah, so cool!"

Gwen, "you alright there?"

Ben, "I- I think so. I'm still me."

Ben suddenly looks at the door and runs out!

Hope, "what the?!"

The others run out and see Ben perched on top of the RV, staring at some nearby sheep.

Gwen, "do NOT make yourself some lamb chops!"

Ben, "I wasn't gonna!"

Gwen, "sure you weren't. And Hope doesn't have silver hair!"

Hope, "leave me outta this."

Wes and Max run over to them.

Wes, "we have news. The Yenaldooshi has struck again. It has pillaged a radio center."

Kai, "why is it going after technology?"

Wes, "the Yenaldooshi must be doing this because it believes technology is ruining its sacred land."

Max, "I don't know. I think something else is going on."

Ben, "regardless, we've gotta stop this thing and get me back to normal."

Max, "Gwen, you, Hope and Kai try to find the cactus while we look for the werewolf."

Gwen nods as she, Kai and Hope run off, while Max, Ben and Wes go off to find the Yenaldooshi.

….

Wes, Ben, and Max head out to find the Yenaldooshi.

Max, "the werewolf could be anywhere right now. How are we gonna find it?"

Ben, "well, since I'm turning into one of those things, maybe it'll respond to me howling?"

Wes, "a good idea. The Yenaldooshi are said to communicate through that method."

Ben howls hoping to find it, it responds with a rather loud howl, and they head to the direction where the howl came from.

Wes finds a track on the floor.

Wes, "I sense the presence of the Yenaldooshi nearby."

Wes and Max quickly turn to see glowing green eyes in the darkness!

Wes, "stand back!"

Max, "wait! Wes, that's-"

Out of the darkness comes Ben, looking more like the Yenaldooshi.

Ben, "it's me! Ben!"

Ben howls into the air.

Wes, "the transformation is near complete. We need to find the Yenaldooshi, and fast!"

….

Meanwhile, Kai, Hope and Gwen are out looking for the cactus.

Kai, "so, about Ben…?"

Gwen, "what about him?"

Kai, "what's it like, seeing all of those cool aliens running around, saving the day?"

Hope answers, "it's amazing."

The other girls grow silent as Hope says, "seeing such power used to help people, you can't help but admire it."

Kai, "yeah, but Ben himself is kinda…."

Gwen, "what?"

Kai, "no, nevermind."

Hope, "no, go ahead. Finish your thought."

Kai, "a little goofy."

Gwen, "well, some girls like goofy."

Gwen and Hope share a knowing look.

Gwen, "well, I'm about ready to give up looking."

She goes to sit down, but in an ironic twist, she sits on it! She yells as she jumps up from the cactus.

Kai, "oh! That's the cactus!"

Hope, "that was a lucky coincidence."

Gwen, "well, let's pull the thorns out of my butt and get this to the others."

That's when they see a flare in the air.

Kai, "that must be my grandpa and the others. Come on, let's go!"

….

Wes, Max, and Ben find that the Yenaldooshi is right above them, and the Yenaldooshi jumps down and attacks them!

He snarl-laughs as he and Ben's claws strike one another.

Ben, "you did this to me!"

The Yenaldooshi snarls, "you…. Your family…. Your world…. Will suffer!"

Ben struggles fighting the Yenaldooshi, and Max hits it with a rock to distract it.

The Yenaldooshi starts running towards Max!

Ben, "Grandpa! Oh no ya don't! Time to get fast!"

Ben tries to transform into XLR8, but notices the Omnitrix isn't on his wrist.

Ben, "what!? Where'd the watch go?!"

Ben attacks the Yenaldooshi, grabbing them and slamming them into the ground to keep them away from Max.

Kai, Hope and Gwen arrive just in time with the cactus.

Kai, "Grandpa! We got the cactus!"

Wes crushes the fluid out of the cactus, and he heads to the Yenaldooshi to place it on its chest.

The Yenaldooshi struggles out of Ben's grip just in time before Wes even touches it. He hits Wes into the ground, while En manages to grab the Yenaldooshi again!

It yells, "RELEASE ME!"

Gwen decides to give it a try while Ben restrains it. She graves the pendant as Be yells, "Gwen! Now!"

She places the silver pendant on the Yenaldooshi's chest, but no luck.

Gwen, "it's not working!"

The Yenaldooshi throws Ben off and yells, "you'll all suffer!"

He then runs off, leaving the others confused as Hell.

Wes, "I don't understand. Why didn't the pendant work?"

Max, "if it didn't work, then it's not a Yenaldooshi!"

Ben, "but, it marked me. Isn't that why I'm like this?"

Suddenly, Ben collapses to the ground, howls and undergoes one final transformation, and to his surprise, the Omnitrix symbol appears on his chest!

Ben, "woah! The Omnitrix? Then that means-?"

Hope, "that is an alien!"

Kai, "but if that's a werewolf alien, that means-"

Wes, "we aren't dealing with a Yenaldooshi-"

Max, "-we're dealing with an alien werewolf."

Ben, "I remember! The werewolf scratched the Omnitrix when I was Ben, and it glowed yellow and went into Scan Mode, like with BuzzShock, TenTen, Detro and Wildvine."

Gwen, "it must have been stuck in that mode."

Hope, "well, if this is a new alien, it needs a name."

Ben, "what about Anubis?"

Kai, "nah. What about, Blitzwolfer?"

Gwen, "that's the stupidest name I've ever heard."

Ben, "even I have to agree. And I almost named HeatBlast; MagmaMan!"

Hope, "how about…. Silverfang?"

Ben, "hmm, Silverfang…. I love it!"

Hope blushes as Max said, "an alien werewolf, just when I thought the summer couldn't get any weirder."

Gwen, "well, we've already dealt with a alien ghost."

Silverfang, "man, if I had known that any scratch from an alien could unlock a new one, I would have let it happen more often. Imagine me being Vilgax or Ultimos!"

Gwen, "I'm just more worried about you turning back into Ben."

Suddenly, the ground starts to shake for some reason. The group discovers a cave and enters it.

Kai, "it smells like sulfur here."

Gwen, "there must be a volcano or something down here."

Wes, "there is, but the last time anyone checked, the volcano was dormant."

Just then, the walls crack and lava comes out.

The Yenaldooshi has somehow reawakened the volcano!

Silverfang, "I think it's active again!"

As the group runs from the lava, they find themselves in a more twisted situation: a broken path and a pool of lava below.

Silverfang, "if this alien can jump really far, I'll get everyone across. Girls, jump on!"

Gwen, Kai and Hope jump into his arms and back, with Hope squeezing tightly.

Luckily, Silverfang could jump over and carry passengers, and he got the girls to the other side of the ledge.

Silverfang jumps across and grabs the others and jumps across.

But in order to get Max and Wes to safety, Silverfang opens up his jaw fully and uses a sonic howl to propel them to the other side.

Wes and Max make it, but Silverfang falls towards the lava just before the Omnitrix times out and reverts back into Ben!

Ben, "I hate this timer!"

Max comes to the rescue, grabbing Ben and pulling him up.

Ben, "ah, back to myself again."

Hope thought, 'just the way I like it.'

Ben looks down at the watch and sees the silhouette of Silverfang on it.

Ben, "welcome to the family, Silverfang."

Max, "now, let's see what this alien werewolf has planned. And, a way out of here."

As they try to find a way out of the cave, the alien werewolf finds them and attacks them!

Kai, "not this thing again!"

They snarled, "you won't stop me! You'll die down here!"

Wes starts shooting the tranquilizers at the werewolf, but it easily dodges them.

The lava had broken through and if not stopped, it would destroy the village!

Ben quickly dials the watch and says, "I'm gonna need speed and strength for this one!"

Ben slams down and transforms into Cannonbolt!

Cannonbolt, "that'll do nicely!"

As the fight rages, the lava flow continues its path down the mountain.

Cannonbolt, "I'll seal it up! You guys get out of here!"

A cave-in occurs, cutting Cannonbolt and the werewolf from the group.

Cannonbolt speeds around the whole area, hitting the werewolf alien over and over again and quickly forms a tunnel with their powers, managing to direct the lava through it, and allowing it to cool down, and seemingly trapping the werewolf alien back in the cave.

The group runs out the cave exit just as the cave roof collapses.

Gwen, "where's Ben! We need to find him!"

But suddenly, Cannonbolt emerges from the ground, shaking dirt off of himself.

It appears the lava has been stopped and the alien werewolf has been defeated.

Wes, "let this beast never attack again."

Max, "agreed."

….

Later at the village….

Wes, "I am glad that some of the people are coming back. Though I wish we could have found the equipment stolen by the Yenaldooshi."

Max, "well, at least the village is safe."

Ben, "yep, and now I know I can get more aliens that I fight. Silverfang is just the beginning!"

As Wes helps Max prepare to leave, Ben decides to talk to Kai again.

Ben, "so uh, Kai, I was wondering if, ya know, you'd wanna hang out some more?"

Hope looked jealous once again. But then, Ben, Gwen and her all heard what Kai said next.

Kai, "er, look Ben... Don't take this the wrong way, but, you're just not my type."

Ben felt a crushing blow.

Ben, "o-oh. I just thought…."

Hope couldn't help but feel bad for Ben there.

Kai, "I honestly preferred you as your aliens. Especially Silverfang. You were like a super-powered dog. If you had stayed like that, I feel like I could have trained you, or something? Like a pet dog, y'know?"

Ben looked heart-broken over that. And Hope? She looked ticked off.

Gwen, "Ben is not a pet! He is a person! What is wrong with you?!"

Hope, "a dog?! A DOG!?"

Hope got in close, shocking the others as she said, "you listen here, Kai Green. Ben, even when he thought he was becoming a monster, went out of his way to save your butt over and over again throughout the entire night. And you say you prefer him as a dog? You have got to be the most shallow, immature and selfish girl I have ever met! Ben deserves FAR better than you!"

Hope walked off, angry beyond belief, back to the RustBucket.

Ben felt himself touched by her words.

Gwen turned to Kai and said, "what she said."

Gwen walked back to the RV. Ben gave one last look at Kai before saying, "well... Bye."

And with that, Ben left a still stunned looking Kai standing there as he went over to the RustBucket.

Gwen, "don't worry Ben. She was just a crush. And with those, you sometimes get crushed. Whoever catches your eye will be more worth it."

Ben smiled and said, "thanks Gwen."

Meanwhile, Hope was blushing as she hoped that maybe Ben would see her romantically? Who knows?

All we know is that more adventures still await them….

….

Meanwhile, deep inside the cave, a strange machine made from the stolen transmission equipment suddenly activates. The werewolf is standing by it.

It growls, "Master…. The boy has postponed our plans…. What shall we do?"

A creepy voice calls out, "bring me…. Tennyson…."

Chapter Text

We once again return to the RustBucket, this time on a rainy day.

Gwen is bored as she stares out at the rain.

Ben and Hope are currently playing Sumo Slammers Smackdown.

Ben is playing as some sort of spiky haired warrior, while Hope plays as a kunoichi, a female ninja, with a magenta outfit.

Gwen, "hey, do you mind if I play with you guys?"

Ben, "you wanna play Sumo Slammers?"

Gwen, "well, yeah. It's kinda boring with all that rain outside, it'd be nice to have something to do."

Hope, "sure. Grab the extra controller."

Gwen did so and selected a character, a warrior in blue armor, and began playing alongside Ben and Hope.

And as they quickly discovered, Gwen was much better at Ben, and was beating him as they played.

As a result, Ben takes Gwen's controller and makes her lose a life.

Gwen, "hey!"

Ben snickers before Gwen pushes him to the floor.

Ben grumbles before gaining a mischievous grin and transforms into Upgrade.

He then merges with the computer, setting Gwen's score to 0.

Gwen, "hey! Get outta there!"

Gwen starts shaking the computer as Hope said, "hey, everybody just calm down and-"

Suddenly, a strike of purple lightning hits the van's satellite dish!

The three were suddenly covered in a glowing light for a moment before it faded, and they were gone!

….

Gwen, Hope and Upgrade all wake up and see the world around them. A strange land of ancient architecture, floating platforms and tech floating through the air!

Hope, "what the-?!"

Gwen, "where the heck are we!?"

Upgrade, "no way! We're in the game!"

That's when they all noticed their appearances had changed.

Upgrade looked more mechanized and armored.

(Think the Upgrade suit Azmuth's dad wears in Destroy All Aliens.)

Gwen was wearing the blue outfit her character had.

Hope looked beyond embarrassed as she took in her appearance. Her purple ninja outfit shows off her stomach and legs, looking more akin to a bikini than kunoichi garb.

(Think Mileena's outfit from Mortal Kombat.)

Upgrade was glad she couldn't see his blush in that form.

Upgrade, "this is amazing!"

Gwen, "no it's not! We gotta get out of here!"

Hope, "agreed. I wanna get outta this outfit. I look like a ninja peepshow!"

But before they can say anything further, they are attacked by Robo-Sumos!

Gwen, "crap! How do we fight these guys?"

Hope, "we should have weapons or something, right?"

Upgrade, "I've got an idea!"

Upgrade jumps forward and merges with one of the Robo-Sumos. Upgrade begins fighting the other Robo-Sumos. Gwen can only use martial arts to fight against the robots. Hope looks around, and sees some sort of power up nearby. She runs to it and grabs it, and the power up reveals itself to be a bo-staff! She began using the weapon to fight against the robots as well.

In a matter of minutes, all of the robots had been taken down.

Gwen, "great, now with that out of the way, let's use Upgrade to get the heck out of here."

But before they can do so, the Omnitrix times out and Upgrade reverts back to Ben, who is now wearing his character's outfit! Hope blushes slightly, thinking the look was cute on him.

Ben, "well that sucks. Come on, wor- wait a minute, what the?"

Hope, "what?"

Ben, "all of my aliens are gone!"

Gwen, "it must be because we're in the game."

Hope, "so, what, the aliens are power ups?"

Ben, "I guess so. So I gotta find the Upgrade one before we get into a worse situation."

That's right when, suddenly, a giant chest lands on Ben!

Hope, "oh God!"

Gwen, "Ben!"

But then, Ben reappears in front of them, rubbing his head in confusion.

Ben, "what the heck just happened?"

Gwen sees two lights on a piece of shoulder armor Ben wore, and then takes a look at her own, seeing three green lights.

Hope looks at one of the gloves she was wearing, and also sees three lights on them.

Gwen, "these must be extra lives."

Hope, "what happens when we lose all three?"

Ben, "what else? Game over."

All three look to see the chest transform into a giant Robo-Sumo!

Gwen, "that's not good!"

Hope, "nope!"

Ben sees a trunk on top of a building and starts running towards it!

Hope, "Ben! What're you doing?"

Ben, "getting myself a weapon!"

Ben climbs the building and gets to the chest.

He gets a sword from it and fights the robots with the others.

Gwen sees another chest and runs to it as Hope and Ben fight off the robots.

Gwen opens the chest and obtains a scroll of some kind!

As Ben and Hope destroy the rest of the robots, Gwen says, "there's some sort of dojo floor nearby. We can get to the next level with it."

Ben, "how do you know that?"

Gwen, "um, I read the manual."

Gwen holds up the paper she had gotten, which had been an in-game manual.

Hope, "well, does it say any way to get out of here?"

Gwen, "well, the manual says the dojo will lead us on the right path."

Ben, "then let's go!"

And with that, the three of them made their way through the rest of the level and found the dojo. They quickly jumped on and began to ride it to the next level.

But as they ride it, more Robo-Sumos attack our heroes! And these ones fly!

Hope, "ah! They fly now!"

Gwen, "they fly now?"

Ben, "they fly now."

(Apologies to anyone who wants to hit me for making that joke.)

Ben sees another trunk!

Ben, "you guys distract them. I'm going for that chest!"

Hope, "you got it Ben!"

Hope and Gwen fight off the Robo-Sumos as Ben gets to the chest and discovers a token with a FourArms icon that is inside of it!

Ben grabs it and transforms into FourArms!

They notice that their armor has changed, looking more akin to an ancient samurai warrior than a gladiator.

FourArms, "time to slam some sumos with four arms of fun!"

FourArms runs forward and punches away one of the Robo-Sumos as it attacks him.

But then, the protagonist of the video game, Ishiyama, arrives!

FourArms, "woah! No way! Ishiyama! I'm your biggest fan! I know all your stats. You weigh 527 pounds. You have a 7 strength rating, 9 intelligence, 8 agility!"

Ishiyama, "who are you? A shapeshifter!?"

FourArms, "yeah! I've got superpowers! Like you!"

Ishiyama, "if you are a shapeshifter, then you must be my arch enemy, Kenko! You must be defeated!"

FourArms, "wait wha-?"

Ishiyama then knocks FourArms off of the platform.

FourArms, "crap!"

FourArms jumps back up on the platform, but Ishiyama attacks him.

FourArms, "seriously, what the Hell man!?"

Ishiyama, "your tricks will not work on me Kenko!"

FourArms, "I'm not Kenko! My name is Ben! I'm a good guy!"

Ishiyama, "forgive me if I don't believe you."

FourArms, "no, it's true! I'm your biggest fan! I have the whole card collection, I watch the cartoon, heck, I even eat your cruddy cereal that tastes like-!"

Ishiyama, "I will not be fooled by your double-talk!"

They engage in a fight, despite FourArms's protests.

Gwen sees the battle and fights her way to it, with Hope close behind.

Ishiyama sees Gwen's fighting and is impressed by her fighting skills.

Ishiyama, "who is this magnificent warrior?"

FourArms, "oh please, that's just my goofy cousin! And my best friend."

Gwen and Hope jump between FourArms and Ishiyama.

Gwen, "back off!"

Ishiyama, "who are you two?"

Hope, "my name's Hope."

Gwen, "I'm Gwen. And you're trying to hurt my cousin."

Ishiyama, "this odd creature is your relative?"

Gwen, "not by choice."

FourArms, "very funny Gwen."

Ishiyama, "forgive me, Gwen, I did not know this creature was related to such an amazing warrior. You are quite a champion."

Gwen, "well, thanks."

FourArms, "heh, please, I'll show you a champion!"

FourArms runs forward and jumps atop another Robo-Sumo, crashing into several others and yelling, "yee haw! Ride em, robot!"

But as luck would have it, he transforms back into Ben and is thrown off of the robot!

Ben, "should have seen that coming. Woah!"

Hope quickly runs forward and jumps up and grabs Ben in a bridal style!

Ben blushes as they get back down to the ground.

Gwen leaps across robots and Ishiyama follows behind her.

The three leap to safety.

Ben, "thanks Hope."

Hope, "no problem."

Gwen, "so, can you turn into Upgrade yet?"

Ben, "no. FourArms was the only icon in the chest. We gotta try and find it."

Gwen pulls out the manual and says, "it looks like Upgrade is all the way at level 13. The final level."

Ben, "then we better get a move on if we wanna get outta here."

Hope, "hey, Ishiyama, do you know any cheat codes that could get us there quicker?"

Ishiyama, "a sumo never cheats, but I know of a shortcut that can take us to Kenko's lair. But, the journey will be treacherous."

Ben moves forward, but accidentally activates a trap! A large spiked platform races down, but Ishiyama pushes Ben out of the way!

Ben, "woah. Thanks man."

Ishiyama, "you need to be more careful. Danger lurks around every corner when you are on a quest to save the world from such villainy."

As Ishiyama walks away, Hope whispers, "wow, he's intense."

As the group continued through the game, Ishiyama began asking questions.

Ishiyama, "from what land do you hail, warrior gwen?"

Gwen, "it's kind of hard to explain."

Ben, "I've never seen this part of the game before."

Ishiyama, "game? This is no game. The fate of the entire sumo world hangs in the balance."

Ben, "I know, I know. I read the back of the box.

Ishiyama, "the back of the box?"

Gwen, "don't you get it, Ben? Ishyama doesn't know he's an NPC in a game. This is all real to him."

That's when Ben sees a trunk.

Ben, "sweet! Let's see what else they have in there!"

Hope, "how about Gwen gets this one? She's the only one without a weapon."

Ben, "alright, fine. Go ahead Gwen."

Gwen, "thanks!"

Gwen takes the token, which reveals a bow!

Gwen, "finally, I got my own weapon. And a bow no less. Awesome!"

And with that, the group continues on through the level, keeping their eyes open for any enemies.

Hope, "where are all of the enemies?"

Ishiyama, "they strike when we are not expecting it. Keep your guard up my friends, lest we become victims of Kenko and his minions."

As they enter another room, they see a large number of Omnitrix tokens floating in front of them!

Ben, "woah! I just hit the motherload!"

But before Ben can run forward, Hope stops him.

Ben, "what?"

Hope, "this seems like a trap."

As if to answer their hunch, the symbols disappear, and suddenly, a beam shoots forward and hits Ishiyama, causing him to lose a life!

He reappears and says, "a good eye, Hope. We may still make it to Kenko if we can spot more of these traps!"

Hope, "I'm just sorry you still got shot."

Ishiyama, "it matters not. My life is nothing in the quest to stop Kenko."

Soon, they come before a rather large statue that begins to speak.

"The chamber of the kappa will grant access to the level of your choosing, but only if you solve their riddle. The key names your weapon, but only by sight. When uttered as a vow, a gesture polite."

Gwen, "what do you suppose it means?"

Ben, "beats me."

That's right when something catches Ben's eye. An icon with Cannonbolt's silhouette!

Ben, "but I know what that means. I bet good old Cannonbolt will impress Ishiyama!"

But before can get to the icon, a large blue Dragon creature flies in and grabs the others!

Ben, "let them go, Kenko!"

Kenko, the creature, yells, "tell me about this upgrade icon, boy, or your friends will pay with their lives.

Ishiyama, "tell him nothing!"

Gwen, "he's right, Ben. We can't let Kenko loose in the real world."

Kenko, "the real world? Yet another domain I will rule with an iron fist!"

Ben, "I don't think so!"

Ben begins dodging attacks from Kenko and runs to the icon.

Ben, "time to show you-"

Ben grabs the icon and transforms into Cannonbolt, now having a skirt and bun like Ishiyama.

Cannonbolt, "some Cannonbolt style!"

He begins spinning around and crashes into Kenko, making him let go of the others as Cannonbolt crashes into the wall.

Cannonbolt, "maybe that's a little too slamming."

Kenko, "I will leave you to my henchmen while I find the upgrade icon!"

Kenko flees as a bunch of Kenko's henchmen surround the others.

The four fight them off together, with Cannonbolt crashing into most of them.

….

Back in the real world, Max had just woken up from a nap.

Max, "kids? Hello?"

Max sees the game is still on.

Max, "how many times have I told you guys to shut this thing off when you're done playing with it?"

Max pauses the game!

….

Everyone in the game freezes in midair!

Hope, "I can't move."

Gwen, "what's happening?"

Cannonbolt, "Grandpa must be messing with the controls!"

Gwen, "if he turns it off now, he'll delete us along with the game."

Gwen, "Grandpa!"

Hope, "no!"

Cannonbolt, Hope and Gwen, "don't shut us off!"

….

Max hears them and says, "kids? Is that you? Oh, please tell me I'm on one of those hidden camera shows?"

Gwen, "no! We're in the game! Don't shut it off!"

Max, "how the heck did you kids get in there?"

Hope, "an accident with Upgrade and a strike of lightning from the thunderstorm from earlier."

Max sits down and Cannonbolt explains the situation further.

Cannonbolt, "now we need to get the Upgrade icon on level 13 so we can get out of this game."

Max, "there must be some way I can help you guys? Oh, maybe if I push this-"

Cannonbolt, Gwen and Hope, "NO!"

Gwen, "we mean, just hit resume and don't touch anything else and leave the rest to the game pros."

Max, "alright then."

Max resumes the game, allowing the others to start fighting again.

Max picks up the manual and says, "let's see if this can offer any ideas…."

….

The four continue the fight, but Ishiyama loses another life due to Cannonbolt grabbing one of the henchmen and it manages to shoot their NPC ally.

Gwen, "nice going, round boy. Now he's down to his last life."

Cannonbolt, "I'm sorry! I was trying to stop one of the bad guys, not him!"

Ishiyama, "it matters not. We must still answer the kappa's riddle if we are to continue our quest."

Gwen, "hmm? The key names your weapon, but only by sight. When uttered as vow, a gesture polite. Name's my weapon?"

For a moment, Gwen tries to think of an answer, and then snaps her fingers and says, "that's it! My weapon is a bow. But when uttered as 'vow,' it becomes bow!"

This seems to be the answer, and the stature shoots a beam of light at Gwen, making her grow larger!

Cannonbolt, "hahaha! It looks like you've been putting on the old sumo feedbag!"

Gwen, "says the original fathead."

The statue then breaks apart, revealing the dojo that would take them to level 13, where Kenko would be waiting.

Cannonbolt, "when I bust something, it's all silent stares, but when she busts something, she's a hero."

Hero, "relax Ben. I'm sure you'll get a chance to show your skills."

Ben, "thanks Hope."

Gwen, luckily, shrinks down as the four of them all step onto the dojo, which flies into the air, and inside of a gigantic arena.

Ishiyama, "the arena of sumo warriors."

"And the sight of your final defeat, Ishiyama!"

Kenko appears, ready to defeat our heroes.

Cannonbolt, "bring it on, Kenko!"

But like so many times before, the watch turns Ben back into his human form.

Ben, "you know, for a watch, you have a lousy sense of timing."

Kenko dashed forward as the others began fighting against him!

Gwen, "Ben, go! We'll handle Kenko."

Hope, "just find that Upgrade icon."

Ben, "no way. I want to prove to Ishiyama that I'm a hero, too."

Gwen, "you will, but you have to start thinking like a hero again instead of trying to impress a computer program."

Ben runs off to find the Upgrade icon as Gwen, Hope and Ishiyama fight Kenko.

Kenko, "I would have expected more of a challenge from the great ishyama!"

Ishiyama, "the battle is not over so long as one of us still stands!"

Ben keeps slicing at boxes and says, "no, no, no, no!"

But at long last, Ben finds the icon for Upgrade!

Ben, "yes!"

Kenko, "no! I must have it!"

Kenko tries to grab the icon, but Ishiyama jumps in and attacks!

But suddenly, Kenko stabs Ishiyama, making him disappear!

Gwen, "Ishiyama!"

Hope and Ben, "NO!"

Kenko, "your power is mine, boy! Your sumo slammer hero isn't here to protect you anymore!"

Ben, "I can take care of myself and you all alone."

Ben jumps in and manages to grab the icon before Kenko can! This transforms him into the mechanized Upgrade!

Upgrade, "now we play by my rules, Kenko."

Upgrade begins shooting at Kenko, knocking him through a wall; and making him fly off!

Upgrade, "come out, come out wherever you are."

Gwen, "quit fooling around and get us out of here before you time out again."

Upgrade, "right, let's get out of here."

"You wouldn't leave without saying good-bye, would you?"

They all turn to see Ishiyama standing there!

They all say, "Ishiyama?"

Upgrade, "but I thought you were-"

Ishiyama, "it will take more than Kenko to finish off my last life. And I just wanted to say I was wrong. You are the superior warrior. I only wish I could visit your world and fight alongside such a noble hero."

Ben, Gwen and Hope glance at one another in confusion. Something didn't add up.

"Sorry, Ishy, but your travel plans just got canceled!"

They see someone run forward! It's Max playing as one of the characters!

Gwen, "Grandpa, what are you doing?"

Ben, "he's a good guy."

Max, "oh no he isn't!"

Max throws some sort of powder at him, revealing him to actually be Kenko in some sort of robotic suit!

Hope, "it's Kenko!"

Upgrade, "you were trying to fool me into taking you back to the real world."

Gwen, "let's get out of here before he succeeds!"

Upgrade, "a true sumo slammer never retreats. I'm going to defeat him honorably.

Kenko, "fortunately, I am not bound by such honor."

Kenko rushes forward and grabs Hope!

Upgrade, "Hope!"

Kenko, "destroy me, and she suffers the same fate as your old friend!"

Upgrade, "I don't think so!"

Gwen starts shooting arrows at Kenko as Max runs forward and grabs Hope from Kenko's grasp!

Upgrade flings himself towards Kenko and absorbs his suit, destroying it and flinging Kenko out of it, showing that he was a tiny blue man.

As he tries to punch Upgrade, Hope kicks him away, and he turns into several gold coins!

She picks one up and says, "nice…."

Upgrade, "this game's over."

Upgrade turns to Gwen.

Gwen, "no."

Ben, "say it."

Gwen, "ugh, fine, you're the better sumo slammer samurai. Happy?

Upgrade, "I'm glad you think so. But I wanna hear it from him."

They all turn to see the real Ishiyama back among the living!

Upgrade, "so now who do you think is the best sumo warrior?"

Ishiyama points at Max, "him."

Upgrade, Hope and Gwen, "Grandpa?"

Ishiyama, "only a true sumo slammer would know to use the cleansing power of sumo salt to reveal kenko's deception."

Max, "ah. It was easy. I just read the instructions."

Upgrade, "mental note; read the instructions from now on."

Hope muttered, "there's no winning with that guy."

Suddenly, the watch starts to blink!

Upgrade, "oop! Sorry, no time for good-byes."

Upgrade grabs Hope and Gwen and uses their abilities to get them out of the game!

….

Back in the real world, Mad jumps back as he sees the kids jump out of the game.

Gwen, "could you cut it a little closer next time?"

Hope, "hopefully there won't be a next time."

Gwen, "and look, the rain is gone!"

Max, "how about you kids go out and get some fresh air?

Ben, "I think I could use a little real world right about now."

The girls nod in agreement as they all run out.

Max smiles before looking around and starts playing the game on his own, seemingly being made a fan of Sumo Slammers.

Max, "I thought they'd never leave…."

Chester lands by Max, watching him play the game.

Chapter Text

We see the RustBucket driving along after dealing with a maniacal weather machine a few days prior at a concert to Max's favorite band. Ben had complained for a good chunk of the trip, but he and Max both enjoyed the concert in the very end.

Ben, Hope and Gwen are currently watching something on Gwen's laptop.

Gwen is wearing her contacts that day.

They had heard a new show called; 'Super Alien Hero Buddy Adventures' would be playing.

Ben, "what do you think this show will be about?"

Hope, "dunno. I doubt the aliens on the show will look as cool as yours."

Ben, "totally."

Gwen, "you already watch a ton of kids shows Ben. Kangaroo Commando, Sumo Slammers, and that stupid Captain Nemesis show."

Ben, "and what do you watch? Mostly shows about making and baking stuff."

Gwen, "I gotta learn new skills somehow."

Hope, "shh, it looks like the show is starting."

At first, Ben is excited, but the smile he has quickly fades as she sees what the show is about.

It was a goofy kids show starring cartoon versions of HeatBlast, FourArms, and WildMutt!

FourArms was called Handy Buddy, and spoke with a Scottish accent!

HeatBlast was called Fiery Buddy and given a, 'dude bro', voice.

WildMutt was called Animal Buddy, and talked like Scooby Doo!

Ben cringed at the horrible cartoon based off of his aliens.

Ben, "they totally ripped me off!"

Hope, "hey, it could be worse."

That's right when they saw a goofier looking version of Hope flying around on a broomstick with a witches hat and the name; "Magic-Girl", next to her.

Hope, "okay, I take it back, this is so much worse!"

Ben is unhappy to see his aliens being personified as someone else's idea. The same went for Hope, seeing her made to look like a joke.

Ben, "why the heck is FourArms scottish?!"

Hope, "don't ask me."

Gwen is laughing at all of this.

Ben, "why are you laughing? They didn't even put you on the show!"

Gwen, "yeah. Which means they don't make me and my own powers look completely stupid."

Ben and Hope had to admit, she had a point. The show made them look incredibly stupid….

….

We see later that the Rust Bucket has broken down near an amusement park called Planetary Studios.

Max, "well, I've gotta go get some parts to fix up the Rustbucket. Why don't you kids explore the place in the meantime?"

The kids all grew excited about this.

We soon see them in the park, but Ben and Hope look a little grumpy.

Gwen, "would you guys cheer up?"

Hope, "we can't help it. That stupid show made us look like a joke!"

Gwen, "well, is there anything that WILL cheer you up?"

Ben shrugs, but then suddenly grows excited as he sees a certain poster for one of his favorite shows!

Ben, "no way! Kangaroo Commando! This studio is where they make the show! And there's a meet and greet later on! That would be awesome!"

As Ben turns away, he bumps into a guy in a costume…. Of Handy Buddy.

Handy Buddy, "hello laddie! I'm Handy Buddy! I'm ready to fight some cri-"

He falls over from the big and bulky costume.

Ben and Hope cringed at the alien costume as he got back up.

Ben, "your stupid show is just ripping off those aliens on the news!"

Handy Buddy, "I dunno what you're talking about. I'm Handy Buddy! SuperHero!"

Hope groans and face-palms.

Handy Buddy goes off to talk to some kids who want a picture.

Ben, "I swear to God!"

Hope saw a little girl looking at her.

Hope, "um, yes sweety?"

The girl asked, "Magic Girl? Where's your hat?"

Hope held in her anger as she said, "I... I don't have a hat."

The girl walked away saying, "your costume needs work."

Hope grew angry and nearly lunged at the girl if it weren't for Ben and Gwen holding her back.

Gwen, "hey look!"

Ben, Hope and Gwen see a poster that advertises that the creator of the show, Tim Dean, is making an appearance.

Gwen, "looks like the creator of that show is here signing autographs."

Ben, "oh, I wanna give this Tim Dean guy a piece of my mind!"

Hope, "I'll save you a place in line!"

As they go to find Tim Dean, something catches Hope's eye.

They're selling hats based off of the one Magic Girl had.

Hope, "hmm, they want a hat, do they?"

Hope pays three bucks for a hat and uses her magic to change its shape.

It now looks like a long brimmed magenta fedora that she sits atop her head.

(Think a magenta colored Alucard hat.)

Hope, "much better."

She quickly rejoins with the others….

….