Archive of Our Own ^beta

Chapter Text

The rings of Saturn were alight with explosions as a sleek black-and-green space ship swerved skillfully through the asteroid field, firing back at the massive cruiser that was plowing through the rocks behind it. The ship was many times larger than the one it perused, its appearance closer to the shape of a laser rifle with red electric beams running between it's two pincers and the glowing red orbs that dotted it's surface. The larger ship shot a single beam of red energy at the underside of it's target, seemingly able to slow it down before it was flying alongside the transport and fired their turrets at it's side. The smaller ship endured the damage and swerved away from it's pursuer, returning laser fire at the neck of the ship.

Within the command center of the ship, humanoid drones in armor of red and black with multiple diodes were buzzing between the multiple computer systems with extreme haste.

"Hull damage at twenty percent," a Drone reported in a mechanized voice, speaking to the bridge commander. "Weapon systems are still operational. What is your command, lord Vilgax?" The mechaniloid asked the inposing figure siting in the middle of the command center, a humanoid creature with murky-green skin and a head that closely resembled those of Earth's octopuses. The mighty and imposing Vilgax turned his burning-red eyes down upon the mechaniloid

"Continue the pursue we have to retrieve the Omnitrix. Once it is mine, there will not be a force in the universe that will be able to stand in my way complete domination" Vilgax demanded as his grand prize was in front, he wouldn't let it escape him, Not even If he has to retrieve it from the broken remains of the transport ship

----x----

Meanwhile, on Earth. A ten year old kid named Ben Tennyson is seen sitting in school, crafting a paper air-plane, proceeding to throw it at the back of his teacher's head.

the Teacher looks back at the class and more specifically Ben, who poorly pretends to read his book, smooshing his face in between the pages.

the classroom clock keeps ticking as Ben is waiting for the bell to ring anxiously

"Come on... Come on..." the 10 year old Ben says as he desperately looks at the clock, focusing on every little move of the clock's hands just waiting for it to reach 12

"And I just want to remind you all that I will be teaching summer school this year, and it's not too late to sign up!" the teacher says

"Yeah, right." Ben sarcastically said before the bell rings. "Yes! I'm Outta here!" He said excited, he half hazardly throwing his pencils and notebook into his schoolbag

"Everyone, have a good vacation, and I hope to see you all again in the fall." the teacher says as the students get up from their chairs and Ben walks towards the classroom door

"Benjamin, could I have a word with you before you go?" the teacher holds up Ben's paper airplane, Ben huffs and walks over to the teacher's desk read to hear a sermon

Meanwhile, outside. Two bullies named Cash and J.T. backs a kid in glasses to a tree

"Normally, we'd take your money and beat you up. But since it's the last day of school, we're going to give you a break. Now fork over the cash, so we can get out of here" Cash Said as he leaned over the kid soon to be victim, holding his hand out expectantly

"Leave him alone!" demanded Ben, appearing on the scene in a dramatic pose.

"Get lost, shrimp." J.T. said in annoyace, Moving his hand in a whossing motion

"I said, back off!" Ben took a step forward with confidence

"Oh, looks like we got us a hero. Suppose we don't wanna back off?" Cash said tauntingly. He and his lackey marched over to Ben, looking down on him

"What are ya gonna do about it, Tennyson?" J.T. asked tauntingly as both him and Cash stare intently, then Ben runs towards them triumphantly

A few minutes later, Ben and the bully victim hung up on a tree next to the road hanged by their underwear in a branch

"Thanks a lot" The Bully victim said sarcastically

"I was just trying to help" Ben He argued to defend himself

"Next time you wanna play hero, make sure you can back it up" said the bully victim, crossing his arms and huffing, Ben bowed his head and groaned to himself

Just the a vechile rolled up to were he was, an old RV that seemed sturdier than it looked, when the window of the vechile went down, a smile appeared on Ben's face as he saw the driver

"Come on Ben, let's go! We're burning daylight. I wanna to make it to the campsite by nightfall" ben's grandpa Max says while he pulls up the rust bucket

"Uh, Grandpa? A little help here?" shouted Ben, pondering how his grandfather could not see the precarious situation he was in.

A couple minutes later after Grandpa Max pulled him down and his underwear was safely tucked back in his pants, Ben stepped into the Rust Bucket bursting with excitement.

"I've so been looking forward to this," Ben said excitedly, but his excitement quickly died off the moment he saw the red-headed nag that was his cousin sitting near the window with a annoyed expression that mirrored his own. "Gwen? What are – What are you doing here? What is she doing here?" He turned to his grandfather in horror

"Take it easy, dweeb, this wasn't my idea. Somebody convinced my mom that going camping for the summer would be a good experience for me" Gwen said as she was leering at him before looking at grandpa Max

"Grandpa, please, tell me you didn't do this" Ben whined as he pointed at his red haired cousin in dismay

"I thought it would be fun if your cousin came along with us this summer," said Max kindly before furrowing his brow at them. "Is that a problem?" He asked the pair in a more strict tone

Neither one of them said anything, mostly because they didn't want to upset or disappoint their grandfather. Whatever animosity existed between them, they both shared a mutual love for Grandpa Max and begrudgingly made a silent pact not to argue for his sake….Which lasted all of about twenty minutes when they were already on the road past the town limits and heading up state towards Yosemite Park, which Grandpa Max had told them would be the first stop on their summer adventure. Ben and Gwen sat across from each other, trying to look anywhere except for their annoying cousin.

"I can't believe it," Ben complained as he held his head with his hands place in his cheeks "I wait all school year to go on this trip and now the Queen of Cooties is along for the ride" He looked at Gwen with distain

"Hey, I already had my whole vacation planned out too, you know!" Gwen argued back, pulling out a colorful sheet of paper from underneath the table "Each activity is color-coded so I never did the same thing two days in a row." Gwen said with a bit of pride at her organized schedule, Ben jaw literally dropped at the absurdity of planning out an entire summer on paper "Now I'm stuck going camping with my geekoid cousin for three months"

"Geek," hissed Ben

"Jerk," retorted Gwen

"Nerd"

"Loser"

"Dweeb"

"Freak"

"Something tells me this is gonna be a loooong summer," said Max as he drove the RV, suddenly starting to regret this entire trip or at least his descion of bringing both kids to it

After hours of being cramped together in the Rust Bucket with the Wonder Cousins glaring at each other the entire time, the Tennysons finally reached their destination in Yosemite Park by the time night had fallen. Grandpa Max parked their RV near the campsite and told Ben and Gwen to wait at the picnic table while he scrounged up dinner for them. The two cousins just sat their…silently judging each other….Thank goddess it didn't take long for Grandpa Max to come back outside with a bowl of…something.

"Chow time!" said Max is a good mood, he sets the bowl between Ben and Gwen, both of whom stood up and stared into the bowl…and the slimy, wormy white things that were crawling inside it. Suddenly, neither cousin felt very hungry.

"Okay, I give up, what is that?" said Ben, feeling a little squeamish as he looked at the still living bugs

"Marinated meal worms, hard to find them fresh in the States. You know, they're considered a delicacy in some countries" Max said as he picked one up and ate it like it was a string of spaghetti

"And totally gross in others," said Gwen, grimacing as one of the white things fell out of the bowl and started crawling along the table

"If these don't sound good, I've got some smoked sheep's tongue in the fridge," said Max as he pointed back at the Rust bucket

"Ugh, couldn't we just have a burger or something?" Groaned Ben as he and his cousin look to their grandpa hopeful of a normal option for dinner

"Nonsense, this summer's going to be an adventure for your taste buds. I'll grab the tongue" said Max as he walked back into the Rust Bucket

Ben sidled over to Gwen and whispered "Okay, I've got a half-eaten bag of corn chips and a candy bar in my backpack. What do you got?"

"Some rice cakes and hard candy," answered Gwen desperately

"Think we can make them last the whole summer?" asked Ben despairingly as he hoped that their supplies wouldn't rot until they could refill in a conveneice store

The Tennyson cousins stared down at the meal worms with a renewed sense of dread. This was gonna be the worst summer ever….

----x----

Meanwhile, the battle out in space continued to rage as the transporter ship passed by the red planet of Mars and flew towards the blue planet of Earth. But not too far behind was Vilgax's flagship, the Chimerian Hammer, dangerously close behind it. The massive warship fired relentlessly onto the smaller transporter until one shot successfully hit its tail, effectively stopping the ship in its place.

"Their propulsion systems have been destroyed," reported one of the Drones

"Prepare to Board!" commanded Vilgax as he slammed his hand on the arm rest of his throne "Retrieve the Omnitrix Immediately!"

"After so long, the most powerful weapon in the universe will finally be within my grasp" Vilgax hissed in delight as his ambition was coming into fruition

the transport ship took one last desperate shot at the larger ship. The green bolt of energy successfully smashed through the warship's walls and hit the bridge with a mighty explosion that consumed Vilgax and nearly half the Drones working inside the command center

But at the same time, the Chimerian Hammer charged its central cannon and fired a single shot on transporter, successfully blasting the spaceship to pieces so that only the front remained. As the smoldering remains of the transporter careened towards the Earth, a silvery capsule was catapulted from the side of the ship, it's presence masked by the debris, and hurtled toward the surface of the planet below

----x----

The Tennyson cousins were still on edge as usual. In an added effort to not to talk to one another, both of them occupied themselves with activities that would prevent them from interacting. Ben put all his attention into beating the newest level of his Sumo Slammer's game and Gwen was typing her latest diary entry in her laptop. That's when Grandpa Max walked out carrying a bag full of marshmallows, he wanted to give them something since they rejected the meal worms he so graciously offered

"Who wants to roast marshmallows?" asked Max. Despite his offer, both cousins refused to even turn around, much to Max's charging "Okay…um…how about we tell scary stories?" He asked again but was met with a similar result as before

"Scarier than having to spend a summer with your freak of a cousin?" said Ben tauntingly as he took a look away from his game console to stare at Gwen annoyed

Gwen glared over her shoulder and said, "I'd like to, grandpa, but I'm busy looking up cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope" She smirked at the boy after that quip, Ben responded by sticking his tongue out towards her

"Aw, come on, you two, we're all in this together. Either you can mope around like this all summer or we can have some fun. Now what do you say?" Max said as he waited for his grandchildren to respond

"I vote for moping," Gwen answered automatically while she keep her focus on her laptop

"I'm gonna go take a walk," said Ben, standing up and stowing his game before walking towards the forest

"Aw, man. This is gonna be the worst vacation ever, I might as well have gone to summer school" Ben said as he walked through the woods with his hands on his pockets, when suddenly a meteor shoots across the sky and catches Ben's eye

"Whoa! A shooting star!" Ben said in awe, the "shooting star" instantly changes course, aiming straight for Ben, who starts running away. The meteor crashes behind him, the shockwave launching Ben and sending smoke and debris in the air. As it clears, Ben looks on at it, getting to his feet for a closer look

"Looks like a satellite or something" Ben said as he was able to see the meteor's better as the white-hot light fades. Ben leans in at the edge of the crater, but the ground he's standing on crumbles beneath him, sending him sliding down. Ben gets up as he now has a full view of the pod. It opens itself before him, and a purple light in the shape of an hourglass shines from it. Light extends from the hourglass, revealing it is attached to a cylindrical watch-like device

"...A watch? What was a watch doing in space?" Ben said confused as he didn't understand why was the thing he assume was a watch doing inside a satelite

Ben smiles to himself, stepping closer to the pod, outstretching his arm to grab it. As he does, the watch leaps from the pod and onto his wrist, latching itself to Ben

"Ahh! Get off me! Get off, get off!" Ben screamed out as he frantically tried ripping the alien device off his wrist, to the point of losing balance and falling over. He quickly climbs out of the crater and starts running

"Grandpa!" Ben screamed out as he started to run back towards the camp while still trying to pry the watch apart from his wrist with a stick he picked from the ground, but the stick breaks which only angered him. He falls to his knees in defeat, and starts fumbling with the device. He accidentally hits a button on it and its faceplate springs up

"Whoa" he glances around the woods as if he thought someone would be looking. the faceplate's hourglass morphs into a diamond encasing a black silhouette of a tall creature with four pairs of arms "Cool!"

Ben moves the dial slightly to the right as another ghostly silhouette is put on display, he does it one more time before stopping in a humanoid with what seemed to be wild hair. Ben looks down at the faceplate, and his eyebrows raise before pressing it back down. Ben suddenly finds himself in a void, crimson rocks spreading across his skin, transforming him into something else. He emerges from the void, now a burning creature with magma rocks around his body.

"Ahh!" Ben screams out as he looked as he hands for a brief moment running frantically from side to side while screaming in the forest.

"Aaah! I'm on fire! I'm on fire!" Heatblast screamed out as he tried to set himself out to no avail but he begins to calm down as he realizes that he didn't feel any sort of pain or burning

"Hey... I'm on fire --and, I'm okay... Check it out. I'm totally hot." Ben snickers at his own joke while contemplating his new form. He turns around to see a tree behind him that he immediately decides to use in order to test out any new abilities he might have now

"Oh yeah, uh-huh. Here goes!" Heatblast said as while slinging his wrist, Ben shoots a fireball out of his hand and it flies through the air until blowing a branch off the tree entirely.

"That's what I'm talking about." Heatblast had a confident smirky on his face as between his hands, Ben created a larger fireball. Heatblast slings the fireball, unexpectedly through three trees instead of one, causing a fog of smoke around him. Ben's smile drops as he sees the fire created by him spreading to other trees.

"Wait! Stop!" Ben runs to the fire, and tries stomping out a flame with his fiery feet, only for it to erupt into a larger one.

"...Uh-oh." Heatblast looked around himself as more flames began to grow as more trees caught on fire "Oh man, I am gonna get so busted for this."

Meanwhile Max is sitting by a campfire outside the Rust Bucket, as Gwen walks out, seeing the smoke from Ben's escapades in the distance.

"What's that?" Gwen asked as a smoke pile began flying above the tree tops of the forest in the direction she was looking at

"Looks like the start of a forest fire. We better let the Rangers' Station know. Probably some darn fool camper out there, messing around with something he shouldn't." Max said while getting up disappointed at whoever was irresponsible enough to start such a thing but Max then pauses, before he and Gwen come to a realization.

"Ben!" They said simultaneously as Max quickly goes to open a camping-kit and grabs two fire-extinguishers, passing one to Gwen.

"Better take this!" He said to Gwen as the two Tennysons run into the Forest towards the smoke overhead. Meanwhile, Ben is continuing trying to put out the fire, unsuccessfully.

"This would be so cool, if it weren't so-- not cool!" Heatblast comments as he tries to the best of his abilities to stop the fire from spreading but even he knew that someone made of fire wouldn't be of any help in this situation, Gwen putting out fires by spraying the extinguisher. Up until she shoots it at Heatblast's back, causing him to turn around to look at her which causes Gwen to scream at the top of her lungs.

"Look, I know I look weird, but there's no reason to be scared-" Gwen clobbers Heatblast round the head with the extinguisher before he could finish explaining, knocking him down. When he tries to get up, Gwen sprays him, knocking out the flames surrounding his rock-like head for a brief moment.

"Hey!" Heatblast said before coughing out the extinguisher foam

"I don't know what you are- but you'll stay down there if you know what's good for you!" Gwen warned him as she lifted the extinguisher above her ready in preparation for a swing in case of Heatblast trying to do anything. Ben staying down, gestures to Gwen's shoe, setting a small flame on it with a chuckle.

"Ow!" Gwen let out as she began hopping on one foot until she extinguishes the small flame. Frowning at him while raising the extinguisher above her head "I warned you!"

"Don't even think about it, freak!" Heatblast said with a smirk and attitude all too similar to who Ben did as Gwen begins to click in her head that the humanoid fire being in front of her might actually be her cousin

"...Ben? Is that you? What happened?" Gwen asked as she looked at him dumbfounded and confused, Heatblast gets up and prepares to tell her everything that happened

"Well, when I was walking, this meteor fell from the sky and almost smudged me, except that wasn't a meteor or a satellite, but this cool watch thing that jumped up onto my wrist, and when I tried to get it off, I suddenly was on fire, only it didn't hurt when I was accidentally starting this mega forest fire." Ben recapped everything he had done since leaving the camp as the fire dances around them in it's crackling blazes, before long Max is running up towards them

"Gwen, are you alri-" It's then that Max sees Heatblast standing next to his niece. "What in blazes?"

"Hey, Grandpa, guess who?" She points at Heatblast who is waving at him in a friendly manner

"It's me, Grandpa!" Ben said as he had a worried tone in his voice but was thankful to see his grandpa there to help with the situation

"Ben? What happened to you?" Max asked as he took a step back, entirely shocked by this development as his grandson now completely resembles a pyronite

"Well, when I was walking, this meteor…" Heatblast begins repeating himself before Gwen cuts him off

"Erm, excuse me? A major forest fire burning out of control, remember?" Gwen reminds them of the much more pressing matter at hands, as the fire didn't seem to be stopping any time soon

"What do we do?" Heatblast asked as their situation didn't look good and two fire extinguishers along with a living pile of magma rocks at blazes wouldn't be able to put out an ever growing forest fire, Max began thinking the best way to stop this, with only one option coming to mind

"Backfire. Start a new fire and let it burn into the old fire. They'll snuff each other out. Think you can do it, Ben?" Max gave Ben a determined but also serious look as this was the only thing they could do to stop the flames from enveloping the entire forest along with themselves

"Shooting flames? I can definitely do." Heatblast says confidently as all three run out. Ben finds trees some distance away, then shoots them with a blast of fire, causing a new blaze as he makes a perimeter around the original fire he caused. Later, a Ranger comes across the burnt out forest. Up above the Earth, Vilgax's ship has a damaged bridge, and an incredibly mutilated Vilgax in a stasis tank connected to life support systems.

"What do you mean it's not there? This battle nearly costs me my life! --And you say the Omnitrix is no longer on board the transport?" Vilgax orders the Robotic Lieutenant as he could still feel the burn in his flesh and the difficulty with every breath he took

"Sensors indicate a probe was jettisoned from the ship, just before boarding. It landed on the planet below." The Robotic Lieutenant responded as he showed up images upon the holograms displayed in front of Vilgax who showed an angered scowl in his eyes

"Go. Bring it to me." Vilgax commands another nearby bioid behind him who was much larger and menacing than the others present inside the room. The bioid, enshrouded in darkness, walks off as it prepares to travel to Earth's surface. Meanwhile The Tennyson trio is eating marshmallows by the campfire, Heatblast having just explained to Max everything about the Omnitrix before he started the fire.

"And you say that this watch just... jumped up and clamped onto your wrist?" Max tried to understand the entire story, seeing every detail to try and understand who this all happened as comets don't change course so suddenly like Ben describes, to Max it was like the pod actively changed course to go towards Ben which he still didn't understand why. Heatblast catches a marshmallow that Gwen throws at him.

"Hey, this time it wasn't my fault" he chewed in the marshmallow, who got stuck in his mouth. "I swear!"

"I believe you, Ben." Max said as he had to accept the situation at hand quickly to think of what they should do about their current predicament regarding Ben's form

"Think he's gonna stay a monster forever?" Gwen asked as his situation wasn't looking very good and they didn't understand even a single thing about the device in his chest to try to make it undo whatever it did to Ben

"He's not a monster. He's an alien." Max said rather casually as Heatblast and Gwen stare at him inquisitively, slightly confused as to why he would say something like that "I-I mean, look at him. What else could he be?"

"Yeah, I don't wanna be 'fire guy' forever. How am I supposed to play Little League this fall if I charcoal the ball every time I catch a pop fly?" Heatblast complains as the reality of being constantly on fire was sinking in, it would make life cooler but at the cost of being much harder to do anything he likes

"Don't worry, Ben. We'll figure this thing out." Max tries to reassure his nephew as the three begin hearing a beep coming from the Omnitrix on Heatblast's chest five times before a red energy envelopes Ben. In a flash of light Gwen and Max saw that now Ben was now a diamond creature with sleeveless spandex that was black on the right side and white on the left side, with two crystal spikes coming out of his back

"You changed into another alien?... How many more things are you going to change into?" Gwen asked as she looked at him, trying to understand why he had changed into a man made of crystal. Also wondering who he turned into as they had the impression he would have been stuck as a flaming head until now

"I don't know, this one is kind of cool and much better than being on fire" Diamond Head says more uplifted as he looked at his shining hands with relief from no longer being a fire hazard to the whole forest

"Ben... I think it's best if you stay here until we figure out how to turn you back, I will go check the meteor crash. Try not to destroy anything" Max Said as he grabbed a flashlight from the camping supplies and went to direction Ben had appeared

A pod shoots from Vilgax's ship above orbit, landing deep in the woods, next to the watch's pod. Revealing itself as a gigantic Mechadroid, it scans and promptly disintegrates the pod in the crash site, and ejects smaller flying Mechadroids from its shoulders to go find the watch

Back at the campsite, Ben was fiddling with his new form to see all it could do. Focusing on his hand, Ben is able to turn it into a blade with an excited smile on his face "Cool"

"Caught ya!" Gwen Surprises Ben from behind, with the ten year old boy letting out a little scream of surprise, which causes Gwen to laugh considering his current look invoking a more serious and stoic appearance

"Very funny. Like your face" Ben said sarcastically as he mimicked Gwen's laugh with his transformation's deep voice.

"Grandpa said to not do anything" Gwen says as she sees that Ben continues to play with his diamond hand at a slightly slower pace as he was distracted by her being a nag

"Yeah? So, what's your point? If I got turned into this at least I should know how to use it for something" Ben said annoyed as he kept trying to do hand gestures to see if they did anything

"Did your parents drop you when you were a baby or something?" Gwen said that as she watched Ben shake his arm violently to see something happening, with a dozen of tiny diamonds shooting out and piercing through a tree. Ben looked at his hand with excitement before seeing the huge frown on his cousin's face

"Don't give me that look. You have to admit this is cool and come on, You can't tell me you aren't a little bit curious at what else this thing can do?" Ben said as pointed at the Omnitrix symbol on the left side of his chest, he was sure that his geek of a cousin would be Just as interested in the watch as much as he was

"Not in the least" Gwen said as she turned her head away as she didn't see how being stuck in as weird aliens could be 'cool'

"You sure you're related to me?" Ben asked her with a look of confusion, questioning if she was truly normal like he was

Meanwhile Max observes the crash site, picking up a piece of metal debris and turning it around to see if there was any writing on it

"I don't like this one little bit" the old man said as he dropped the piece of metal from his hand, and pointed his flashlight at strange footprints on the ground

"Look, if I can figure this thing out, maybe I can help people. I mean, really help them. Not just, you know, make things worse or get hung up by the underwear" Ben talked with Gwen about his motivation as he kept trying to make the watch work again by touching the face of it with force but nothing happened

"So, what does it feel like going all alien planet like that?" Gwen asked as it must be a weird feeling or sensation since he turned into a creature from another planet that looked nothing like a human

"It freaked me out at first. It was like I was me, but it was also like I was somebody else. But I'm kind of getting used to it, still it-" Ben stops talking as the watch begins flashing red while beeping again

"Hey, do you think I'm going to get back to normal this time or maybe turn into an even cooler alien?" He asked as he waited for the next transformation the watch had in store for him

"I wouldn't count on it" Gwen said as she looked at Ben preparing for the worst

"No duh, you wouldn't." Ben said before he is completely enveloped in a bright light once more. This time, he's turned into an insectoid alien

"First a flaming guy, then a pile of crystal, now a... Overgrown bug? What else is that thing gonna have?" Gwen asked sarcastically as there was no way that he would keep transform into another alien new alien every few minutes

"I don't care what else it has, as long as they are awesome!" Ben said as he began flapping his new wings to fly across the entire place in great speed

"Haha this is too cool!" Ben said before smelling something bad enough to make him flinch "Eww! What's stinking up the place?" Ben looked around before smelling his arm pity to see if he was the cause of it, which he in fact was

"Hey! Would you quit it and get down here before grampa comes back!" Gwen shouted to not only catch Ben's attention but to stop him from trying anything

"Get down? Why would I want to get down when I can fly!
I'm going to see what else this guy can do, smell ya later" Stinkfly said before starting to fly towards the deeper forest from above the trees

"Ben! Come back here! Or I'll tell grandpa that you ran into the forest after turning into a big ugly bug!" Gwen screamed as she watched Ben go away into the woods before realizing what she just said "This is the weirdest day of my life"

Stinkfly hovers above the tree tops before diving under them, flying on a zig zag pattern between long intervals while performing aerial tricks full of excitement, he stops on a tree to get some air before turning his eyes backwards when he hears a weird noise, seeing one of Vilgax's Mechadroids targeting him

"Huh? What are those?" He asked as the drones aproached, seeing small turret-like pandages come out of the drone, which begins to charge with red energy, Ben recognizes that this was some kind of attack, leaping away before it can shoot him. He flies around other trees quickly, evading the pursuing Mechadroid's lasers. He's able to sneak out of its sight, shooting mucus out of his eye holes as it not only spins the drone out of control as it crashes into a tree, getting stuck on it by the mucus as Ben uses this opportunity to stab it with his massive stinger to destroy it. The Omnitrix starts timing out as another Mechadroid shows up to battle destroy Ben, he flies towards it as Stinkfly ready to use his stinger once again before the flash of red turns him into a aquatic alien with biology not so different from a humanoid angular fish. Now transformed into Ripjaws Ben crashed into the Mechadroid as his claws sink into the metal as to not let him fall, the droid prepares a laser but out of instinct from the species he was now transformed in, Ben bites the laser gun out with his mouth which he then uses to try biting the Mechadroid's head off, with both of them headed straight into the side of a cliff thanks to the droid's now damaged flight controls. Ripjaws leaps off before it collides and gets up victorious

"Haha! Take that you piece of junk!" Ben said as he kicked the pieces of the destroyed drone, when suddenly a second Mechadroid arrives, looking down at him

"I took down two of your buddies what hopes do you...have..." Ripjaws falls to his knees as he tries breathing but feels unable to, as his skin seemed to become dry and the strength left his body

"I... I need... Water!" He said struggling as the Mechadroid has Ben in its sights, Gwen appears and hits it with a shovel three times before its visor stops glowing as she saves Ripjaws

"Ugh! Back off Sparky! No flying tree-trimmer is going to hurt my cousin!" Gwen said as she angrily hits the Mechadroid some more

"Never thought... I'd say this... but am I glad to see you" Ben said with a relieved sigh, as he struggles to get up on his own with Gwen coming to his side to help him on his feet, she could tell that he was a fish out of water in the literal sense.
The Mechadroid starts sparking and it's body begins to shake, Ben and Gwen run away before it explodes

"That was too close for comfort, let's go back before Grandpa Max sees that we left" Gwen says as they watch the burning remains of the drone and Ben awkwardly shakes his head in agreement. A few minutes later, Max arrived at the camp to see Ripjaws with his entire head inside the sink of the Rust Bucket, after Ben and Gwen tell him what happened. The trio of Tennysons are sitting in the RV

"I was worried that you might get popular with that thing on you. That's why I asked you not to fool around with it until we know what it is" Max scolds Ben for being so careless and using the watch once again without his supervision, saying that those robots would never had gone after him if he hadn't transformed

"Sorry, Grandpa... But at least I figured out how it works. Every time I transform into one of these super-cool alien dudes there seems to be a timer before I change again, maybe we need a stopwatch to see how long it is" Ben explains as he looked down on the watch

"What about staying as only one super-cool alien dude and not transforming into a different one, or maybe even go back to the plain old pizza-face?" Gwen asked, half as insult and the other half of genuine curiosity

"I haven't figured that part out yet" Ben said as he looked at Gwen, he actually didn't know If he would genuinely prefer to stay as a transformation instead of his normal self, he thought that maybe after he tested out the other forms he would have a answer but Ben would certainly want to know how to do it before going back home to his parents

"With a device as powerful as that watch clamped on you, my guess is we better help you learn, fast" Max said as he came to understand the type of situation his grandson was now in, a very dangereous one

"Mayday! Mayday! Somebody help us! We're under attack by some sort of - I know you're not going to believe me, but… robot!" A man's in a panicking voice over the radio alerts

"Sounds just like those things that attacked me, they must be looking for the watch" Ben says as he hear's the sound of explosions and tremors over the radio

"If they are still looking for me there, then those people are going to stand no chance! I gotta get there and beat those robots" Ripjaws said as he got up from seat and made his way to the door of the Rust bucket

"Er, you? What are you gonna do about it, Ben?" Gwen asked him, Ben stopped at the door as he turned towards his cousin and grandpa

"I'm going to turn into a super hero, a lot of them" Ben says as he lifts his arm up to his chest as the Omnitrix symbol on his chest glowed a shine as if it was ready to go. Ben, Gwen, and Max all go into the woods for Ben's transformation. The watch beeps and flashes up red as Ben looks to Max, who nods in approval.

"Here it goes! Please be someone Strong!" Ben said as he looked over at the watch and transforms, in a flash of red light his body starts to change color and Ben starts to grow in size while two extra sets of arms grow out from his body, as he now is transformed into Fourarms

"So what does this guy do?" Gwen asks, wondering which abilities could this new alien have as it didn't look too special aside from being big and having more arms

"I don't know, but I bet it's going to be awesome" Fourarms says in a deep voice while clinching his fist with a confident grin emerging on his large face, the Tennyson trio arrive to see Vilgax's gigantic Mechadroid attacking a campsite full of RVs and people screaming

"Looks like daddy-robot came to town this time. I'll get Gearhead's attention, you two get the campers to safety" he comments while staring at both Gwen and Max waiting for a response from their part. Max nods as he and Gwen run off. Fourarms snaps his knuckles while lightly stretching his neck, running towards the giant robot as it grabs the Park Ranger, as he's helping one of the campers left behind, with the others running off screaming

"Leave him alone! You want somebody to pick on? Try me on for size!" Fourarms shouts at the robot as he strikes a battle pose, the machine turns its head as it begins scanning him and sees the Omnitrix, completely focusing on Ben and nothing else as the Robot drops the Park Ranger and blasts Ben away. He lands in an RV, which the robot also shot at immediately causing the RV to blow up. Ben is underneath it, but manages to punch himself out with his new found super strength as the metal plate of the R.V is sent sky high

"Cool..." Fourarms says as he examines his arms with excitement, The robot starts walking towards Ben again in with it's three robot legs causing the ground to shake, Fourarms decides to see his level of strength as he picks up part of the destroyed R.V with two hands and then he throws the ball at the direction of the giant drone. The robot jumps in the air to avoid it, spinning its three legs and falling down on Ben.

"What is going on here?!" The ranger asks as he looks to see screaming campers run away in panic and fire covering all around the place where the RV once stayed "Is this an alien attack? What is that robot and who is that red man!" He states in disbelief the situation he found himself in

"You're not wrong but you probably wouldn't believe me if I told you. Now come on." Gwen said as Max and her got back to evacuating the other camper's. The ranger hesitates as Gwen and Max run off, but he also runs once the giant robot throws Fourarms into his truck, just barely missing him.

As Fourarms is dodging various laser blasts of the giant robot, a stray one hits a tree causing it to fall down exactly where Gwen is standing. Gwen stands with her eyes wide open before branching for impact but it never hit she looks up to see as the tree was being held in front of her by Fourarms before he threw the tree at the giant robot, making it stumble back a little

"So, are we even?" Ben said as he rubbed his hands together to clean them, while also thinking up on how to defeat the robot

"Yeah...Even" Gwen Nods before resuming to evacuate with the rest of the people

"Now how do I shut that guy d- Uh-oh!" Fourarms grunted as the robot suddenly grabbed his entire body with one hand while he was distracted.
The robot lifts Ben up and clinches him tightly, it stares at Ben's arm where the Omnitrix would've been before moving it's other hand to pinch the Omnitrix in the shoulder. Fourarms struggles to free himself but is able to overcome the robot's strength as he opens the grip of the giant android while slightly damaging it's fingers hydraulics, so the robot simply shoots Ben away with the other hand.

"Ben!" Max shouts as Fourarms lands into a small forest ranger building as it collapsed on him, Ben getting up from the wrecked wood plates with a slight dizziness

"Ugh... gotta give this guy a beating before I change into something possibly worse, but I gotta do it before it can react..." Ben says before noticing the electrical glow coming out of the robot's chest plates where the core was likely located in, which gives Ben the perfect idea as to where to aim for in order to defeat the robot

"Let's see you handle this!" Ben shouts as he picks up debris around him to throw at the robot while running towards the giant android, who retaliates by shooting lasers at the launched materials as Four arms jumps up towards it's chest area, grabbing on the metal with two hands as he begins to tear out the protective plates to expose the energy core. The robot grabs him with the already damaged hand and lifts him up to prepare a blast but for arms breaks the entire hand entirely this time as the giant android misses it's shot, falling down Ben quickly grabs on the exposed core of the robot as he positions himself to remove it with brute force, before the giant android can do anything, Fourarms removes the core with great effort as he lands on the ground with the robot beginning to lose its balance as all it's systems began to lose power drastically. With a smile Ben jumps up to the Robot's face holding the core as he uses the giant android's own battery to smash his face in as it explodes along with the core, Fourarms is thrown away but is able to break his fall by grabbing the ground with his four hands as he slides on the earth

"All right!" both Gwen and Max commemorate as the rest of the robot falls in the ground

"Way to go, Be-" Gwen stops as the saved campers stare at her and her grandpa "...um -- Four armed guy!"

"Oh yeah! Who's bad?! Who's the baddest of the bad? Me!" Fourarms shouts while flexing his arms up and down in commemoration as this was his first time fighting a giant robot and he was beyond excited about it "Yeah!"

Gwen and Max silently try to wave at him to make him notice the people, then shake their heads in embarrassment when he does and almost trips on himself

"Well, I… think my work here is done... Bye" Fourarms said while doing a salute with his hand trying to save some face after his embarrassing display of attitude and commemoration, he then jaunts away

"What was that?" A camper asked to the rest who were just as confuse as him, Gwen and Max quietly tiptoe away, leaving them shrugging to each other

Meanwhile Vilgax's ship is being repaired by drones as the large brown ship floats around the atmosphere of Pluto

"It seems that the Mechadroid has been destroyed, he failed in subduing the earth being transformed in a tetramend form" the droid informed as he showed a quick P.O.V footage of the Mechadroid last moments on a holographic screen

"Failure?! Unbelievable!" Vilgax angrily said after having found out what happened to his Mechadroid, going into a small struggle to breath due to his injuries "The puny Earth creature that is keeping the Omnitrix from me will soon hang on my trophy wall" the Villain said as his gazed deepen into a frown

----x----

"Where's Ben?" Grandpa Max asked Gwen as both were packing the stuff from their campsite

"I haven't seen him since breakfast" Gwen answered, suddenly both of them heard some weird noises coming from the horizon, when they look into the direction of it they find a humanoid figure approaching the Rust Bucket before stopping a few meters from them

"Ben? Is that you?" Grandpa Max asked as he and Gwen looked at the

"Check this out!" In a few seconds all of their camping supplies were all gathered and put away in a blue streak

"Pretty cool right?" Ben said as he lifted his face mask . The watch begins beeping and flashing red before Ben gets turned into Grey matter

"This summer is going to definitely be something else" grandpa Max said under his breath as he went inside the Rust Bucket to start the engine so they can leave

"Where were you by the way? Didn't see you the whole morning" Gwen asked as it was weird for him to just go somewhere without even telling them

"Let's just say I did a little visit back home for... Payback" Grey Matter responded in a smug way as he confidently stepped towards the inside of the Rust Bucket

_____(+)_____

"Dude. How'd we get up here?" Cash Murray asked as he and JT hang on their underwear on a tree in the middle of a hallway towards Bellwood

"Uh, I'm not sure. It all happened so fast." JT responds as the events happened so fast they seemed to be a blur and he was in one minute fine while in the other he was there hanging in the tree

"Hey, somebody? Anybody? A little help up here, please!" Cash screamed out to passing cars who ignored him entirely.

[Author's notes]

Going to be posting this fic here as well as fanfiction net

Chapter Text

People watch in the city street as a building is engulfed in flames, sirens blare in the distance.

Inside the building, A boy and his mother run to the door, but a piece of burning debris traps them in their room. They look around as pieces fall around them; eventually, the ceiling above them starts to cave in. They both shut their eyes and brace for it but nothing happens.

The young boy slowly opens his eyes, seeing someone standing in front of them "...Who are you?"

They see a humanoid creature with diamonds for skin holding the ceiling debris above their heads

"I'm here to help" Diamond Head says as he throws away the debris as he turns his arm into a large diamond shield. He turns around and motions to the family of two to come with him. The boy is less afraid to follow than his mom.

Diamond Head looks to some stairs leading down "This way!" He said, but the stairs collapse before he could even try put out the fire in them

"Er, on second thought..." He looks to a barred-up window, a idea forming on his head "That way!"

Diamond Head punched a hole through the window with his shield acting as a battering ram. The people outside watch as the alien hero exits the hole and jumps straight down to the ground. Holding the boy and the mother with his arms, the crowd gasps surprise by his appearance as he turns the shield back to his normal arm

"I'm sure you all want to thank me, but really it's all in a day's work for-" the corner of his eye notices the kid he rescued holding three trading cards of a golden color, causing him to gasps

"No way! A gold Sumo Slammer Card!" He kneeled down as he looked with his shiny eyes at the cards "Where'd you get it? I've been looking all over for them!"

"I-It was a prize inside a box of "Sumo-Smack Cereal" the young boy said awkwardly as he avoided looking at the eye contact of his rescuer's eyes. The Rust Bucket pulls up and honks at Diamond Head, with Gwen yelling out the window

"Yo, Super-Doofus! The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away!" Gwen said with a very irritated look at Ben, Diamond Head looks both at Gwen and the cards, before focusing his vision at her

"Er- I knew that" He said as he hops inside of the R.V.
A car speeds through the city street, with two masked thieves inside. As Max drives the Rust Bucket behind them, Gwen looks at Diamond Head slightly annoyed by Ben's form ripping up a bit of the seat with his sharp edges

"Ugh. Ten aliens on that stupid watch and you turn into the one with a bunch of spike edges" she said as the R.V moved fast through the street

"Jealous?" Ben says before leaning out the side window and shoots a dozen of sharp crystals out of his arm towards the car. It hits them and sends the car spinning out of control "Jackpot!"

The first robber screams as their car crashes into a wall. As they recover, Diamond Head walks up to them and rips the car door right off

"Unless you punks want to know how it feels to be hit in the face by a diamond fist" Diamond Head picks the door of the car out with his bare hands before throwing it away "I suggest putting your hands against the wall"

The robbers look at each other and walk out the car, doing as he says.
Diamond Head smiles smugly at his work, not realizing that the watch had started flashing green

"You punks picked the wrong day to be bad-" in bright green flash, he transforms back into a different alien "-Waargh!"

"Huh? Wha-?" The First robber notices the weird change of tone and spins around and sees a monstrous dog in the place of Diamond Head "Ahh! What in the world is that"

Ben looked at his hands as he realized he's now Wildmutt before shrugging and growling at the criminals so that they didn't have any idea of running away, a few seconds later police cars arrive, to surround them

"Freeze!" A police officer screamed while pointing his gun at them, before noticing Wildmutt who gave a friendly smile and held his head up expecting some form of praise for capturing the bandits

"Someone call animal control! We have some kind of mutant dog here!" The Police Officer shouted in a strict but cracked tone as he turned his attention back at the criminals and Ben

"Rrh?... Wrhr..." Ben voiced his complaints in growls before leaving to go back to the Rust bucket

The next day, a man named Roger knocks at a door, with a sign labelled "Dr. Animo" hanging outside

"Yo! Animo! I know you're in there. Open up!" Roger comes in, walking past all sorts of equipment, cages, and glass cases holding various animals

"Phew! Smells like a zoo in here!" Roger Said as he covered his noise after feeling the stench of the many animal kept inside the place. A figure silently follows behinds him. As Roger turns around, he is extremely startled by the Doctor.

"HOW did you get in?!" Dr Animo angrily asked as he stared at the man

"Pass key. I am still your landlord, remember? Maybe not, since your rent is six months pass due..." Roger said as he adjusted his tie

"All my funds go into my research. Now GET OUT! You're disturbing me!" Dr Animo shouted as he pointed to the door, wanting to be left alone to his experiments

"Hmm. Looks like you were "disturbed" long before I got here" Roger comments as he looks around the place before returning his gaze back at the doctor, frowning "Listen pal! Doc, you and your furry friends are out on the street, unless you pony up the green." He extended a hand outwards as he motioned to the doctor to give him something

"Pony up"... Dr Animo smirks as he picks up a frog from one of the cases. "Interesting choice of phrases... You must be an animal lover! Then you're gonna love this"
Animo sets the frog down and puts on an odd-looking helmet with two horn-like protrusions.

Roger pauses before laughing mockingly "What's that? You a member of the "moose lodge" or something?" He asked in a jokingly manner

"This is my Transmodulator; phase number one. It creates and accelerates mutations at the genetic level. Observe..." Animo explains before twists a dial on his chest, activating the Transmodulator. Beams shoot out from its horns and to the frog on the ground, severely mutating it into a gigantic version of itself. Roger looks up and screams as the frog opens its mouth an engulfs him. All is heard from him are some muffled grunts.

"I'm sorry! I can't hear you. Sounds like you have a frog in your throat! Ah-ha-ha-ha-ha! Or is that - the other way around?!" Dr Animo continues to laugh maniacally as the frog spits out Roger. He falls to the floor, groans, and passes out, Animo checks a slip of newspaper

"So close to having what is rightfully mine... All I need is a FEW LOUSY COMPONENTS to finish my work!" Animo complained as he grinded his teeth when he suddenly a advertisment on his television caught his attention

"-So whatever your need, from hair spray to state-of-the-art electronics, you'll find them under one roof at the grand opening of the district's newest MegaMart!" A TV announcer said over the image of a supermarket

"Ah! Just what the doctor ordered..." Dr Animo grins maniacally as he stared at the TV

Meanwhile Gwen, Max, and Ben were shopping at the MegaMart, with Ben currently transformed in Ghostfreak as they were walking down aisles in look for stuff. Ben strays from them when he spots the cereal aisle, finding a "Sumo-Smacks" cereal box with cards advertised inside.

"Sumo Slammer cards, cool! Hmm..." He puts a hand on his chin as he gets an idea before grinning

"Only canned octopus? Huh. I thought this store prided itself on wide selection" Max expressed his disappointment as he looks over the can of peculiar sea fruits

"Uh, Grandpa? No offense, but can we have a normal dinner for once? You know, one that doesn't involve stir-fried tentacles?" Gwen asked in a begging manner as her stomach couldn't handle any more weird food than whatever their breakfast was made of

"Heh! Nonsense. Now where do you suppose they keep the sheep's bladders?" Max said as he moved the cart along the aisle they were in, Gwen followed him with a groan before she hears the distinct sound of Ben's watch activate behind her

"Ben...?" She calls out his name as she turns the aisle corner, Gwen gasps as she sees a bunch of cereal boxes opened up and with their contents thrown around the place in the cereal aisle, as she could see a box moving slightly as it floats before a ghostly figure phasing his hands through the cereal box and plucking out the prize from inside

"Another red card! I'm starting to think that this is a scam!" He said before dropping the card on the floor were there was several others cards of different colors

"What are you doing Ben?!" Gwen asked him in a abrasive tone, the singular eye of the ghostly figure crawled through a jagged line that ran all over his body to look at her before his body turned to face his cousin

"Looking for the gold Sumo Slammer Card, Duh" he responded in a manner-of-fact way as to mock her for asking

"You're supposed to use your powers to help people, not find some stupid trading card!" She shouted at him but the Ghostfreak wasn't giving her rant any of his attention

"What's going on here?" The Store Manager walked up behind Gwen "Ahem" he coughed into his hand before pointing at the multitude of cards at the floor

Gwen turns to face him momentarily and when she looked back at where the ghostly alien was, he had vanished in thin air but she could hear a very faint voice saying "See ya wouldn't wanna be ya..."

"It wasn't me! It was my doofus cousin!" She said as she turned around to face the store manager, trying to explain the situation as best as she could without revealing Ben's secret

"Well someone is gonna have to pay for all this!" The Store Manager Said as he was taking no excuses, Gwen's shock turns to a glare

"So, uh, why are we buying all of this cereal?" Max asked as he looks at the mountain of cereal boxes on his shopping cart.

"Well, we would have only had to buy the one that I found the gold Sumo Slammer card in if Gwen hadn't butted in with her big butt!" Ben said as he was sure that they would have not faced any consequences if his cousin hadn't interfered, he was still transformed into Ghostfreak and was 'trying' his best to not catch too much attention before they left the store

"Hello? You were trashing the whole cereal aisle as a ghost just to find some stupid piece of cardboard!" Gwen pointed out as she was livid that the dweeb left her to be thrown under the bus, he could have at least tried to do something as Ghostfreak that would have saved her from some scolding.

"Ben, now I can appreciate how much this card means to you, but don't you think you're getting a little obsessed?" Max really focused on that last part as he looked at his grandson with a somewhat worriesome look

"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! Nor am I stuck like this and can't go into a supermarket without having to be a ghost!" Ben said in an obviously sarcastic manner as he reminded them of what he did the night before and of his current situation, however the latter had a more abrasive tone

"Superhero guilt tripping? That's pretty low" Gwen said as she was unimpressed by this action

"Hey, I don't think it would be too much to ask for a reward once in a while" Ben said with a menacing frown in his form before he notices a Sumo Slammer card display

"Huh? Yeah! Sumo Slammer cards; a complete set!" Ben said as he floated over to the display, focusing on the middle one, a gold sumo slammers card Just like he was dreaming on getting his hands on. His face basically melted onto the display

"Let's check out the pet department" Max said as he moved the cart all chippy

"Please tell me you aren't looking for our breakfast..." Gwen asked as she was walking with Max, afraid of the answer he would give

"Someday you'll be all mine" Ben said in a creepy voice as he keeps staring at a display, he looks around the place before lifting his hand up ready to make it go through the display to grab the gold card. But before he can the watch begins beeping which infuriates him

"Now? Really? It hasn't even been 10 minutes!" In a flash he was now Upgrade and Ben sighs in defeat as he goes towards the electronics section as there he could do something while transformed into his tech based alien, arriving there he sees a vast amount of electronic devices on display when suddenly the entire shops begins to rumble. TV sets fall from their displays, people scream, and the walls burst, revealing Dr. Animo mounted on his giant frog.

"Whoa!" Ben left out as he watched Animo gets down from the croaking frog and begins to start pocketing the electronics.

"Hey, what do you think you're doing?" Upgrade said in opposition to whatever the crazy doctor was planning on doing with those electronics as he puts up his fists. The Giant frog uses its tongue to knock stacked boxes on top of Ben, he shifts his body to dodge it and Animo's attention is caught by the strange visage of Upgrade

"I don't know what you are, but I wouldn't recommend you to be a hero. Just run along and leave me, those who face me don't get a nice end" Dr Animo warned him as he shot him a menacing grin

"You aren't going to be doing anything, get ready for an Upgrade to your face" Upgrade said confidently as he jumped to try to fuse with whatever machine the man was using in his chest but before he could reach even close to the weird man,
Dr Animo smiles and snapped his fingers as the frog opens his mouth, his tongue coming out and grabbing Ben as the mutated frog swallow him, with Upgrade trying to punch his way out to no result. Animo mounts the frog again as a security guards arrive on the scene to try to stop the mad doctor

"Freeze! Get down off that giant...frog and put your hands up!" A security guard shouts as he points a stun gun at the doctor bewildered at what he was saying and seeing

The frog turns to the guard and lets out a terrifying croak, scaring him well enough to faint as Animo confidently rides away on the frog

Meanwhile, Max and Gwen innocently look around in the pet section. Max reviews his list of items while Gwen plays with a hamster. Suddenly, Animo's frog lands in front of them. Animo turns the dial and red beams shoot out of his transmodulator again. Max pushes him and Gwen out of its way.

"Aah!" Max and Gwen look at the scene as the beam mutates a hamster and a cockatiel, both of whom explode out of their cages and stare menacingly at the gasping Max and Gwen

"Ariiiiise to your full potential, my pets!" Dr Animo shouted in a grandiose manner to the mutated animals, who all briefly bow down to him before unleashing their mighty roars. However a bright red flash was emitted from inside the frog as it began to feel a lot of pain in its throat until it spits out XLR8

"That was the most disgusting thing I have ever been through" he commented with disgust as he rapidly shakes himself to clean the spit out, turning around he sees Gwen and Max scream and run away from the hamster as it roars at him.

"Oh, man! What kind of pet food are they selling around here?" Ben said as Dr. Animo throws a curious look at XLR8 before theatrically presenting his mutated animals, all aligned next to him

"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!" He said before going on to maniacally laugh like crazy

"We'll see that" XLR8 puts on his mask as he dashes towards Animo but before he can tackle the doctor, the giant parrot grabs him by the head with its beak and throws him against a few aisles

"Ben!" Max screamed as he and Gwen looked at the direction that he was thrown, Animo takes notice of this and let's put a small smile as he twisted the dial in his chest with the horns in his helmet emitting a red glow. The mutant hamster responds to this and turns it's attention to Max and Gwen,
the two gasp and scream as the hamster roars, taking a step forward. As they run away, the hamster leaps over, cornering his family. Ben shakes his head as gets back up, seeing the danger his family was in

"Oh no you don't!" Ben says as he gets up and grabs both Gwen and Max, dashing away to the other side of the store and leaving them there. Almost immediately making back to the giant hamster to fight it as he begins to do speed punches to the creature, who retaliates with a claw swipe that is ineffective as XLR8 dodges without a bit of effort, moving so fast the creature loses sight of him before Ben lobs an American football at the hamster's head, getting its attention back and irritating it more. As he dashes away, the hamster gives chase as it gains on him and takes a leaping bite; Ben however gives a smug grim as he speeds out in a different direction quickly, as the hamster monster ram through a now knocked-over shelf. Before it could get up, XLR8 shows up with a large amount of rope from another section of the store and ties up the hamster
In incredible speed, right before the hamster tried to bite through the rope restraining it, a makeshift gaggle is out on it as XLR8 swipes his claws with a smile

"Uh-huh! That's right! Not even giant hamsters can mess with my speed!" He said as he punched the air in excitement incredibly fast, before striking a victorious hero pose

"Clean-up on aisle six" an employee says over the intercom as Ben hears a rumble, as the giant frog hops behind them, Dr Animo looks at the alien hero with vividly anger

"Annoying fool! You cannot stop me! I will turn Washington D.C. into "Washington B.C."!" Dr Animo screamed before he jumps from his frog to the mutated parrot, who flies off with him through a sky light, the frog following after

"You saved the store! If there's anything I can do to repay you...anything you want!" The store manager says to Ben as he walked over to him, XLR8 peaks at a gold Sumo Slammer card at the display and grins, before zooming quickly and coming back with the same spot he was just in now holding the gold card

"I'll take this as a reward" he lets out a happy grin as the manager is surprised but gives him a thumbs up in approval, Gwen shakes her head in disappointement as Max rolls his eyes before dragging Ben away by his tail

"We have no time for this, Ben. We have a giant parrot to follow" Max said as he drags his grandson along, all the while Gwen follows behind

Max follows after the screeching parrot in the RV "Ah, just like the good old days before I retired" Said Max as he reminisced on his past while working as a plumber

"So, exactly, what kind of plumber were you, Grandpa?" Gwen asked as it was definitely strange for her that her grandpa Max would be reminded of his job of fixing toilets when pursuing a giant monster bird

"Er- yuh- a darn good one!" Max responded as he turned to Ben transformed in Ripjaws on the passenger seat, who was mumbling something with an annoyed expression while he rested his head on one of his arms"Uh, Ben, what's the matter?"

"I can't exactly do anything against a mutant bird flying as Ripjaws, I wish I could choose what I turned into with this thing" He said as he looked out at the watch symbol in annoyance, as it the only consistent thing about was the ten minutes before he turned to another alien "How am I supposed to be a good hero much less a famous one if I keep changing into the wrong alien?"

"Being a hero isn't about the fame of others knowing you did something good, it's about you knowing you did something good. Being a hero is its own reward" Max said as his words seemed to carry the feeling that he had also learned that lesson in the past

"What's that from? Were you reading the greeting cards at the Megamart?" Ripjaws asked ironically since that sounded like something written in those self help cards as he splashed a cup of water over his head to keep himself hydrated

"Some of them" Max responded sincerely as he focused on the road ahead, Gwen gasps at her laptop before turning it to Ben and Max

"Bingo! 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 sound familiar, Ben?"
Ripjaws angrily looks out the window. Max watches the parrot disappear by flying between some buildings which they couldn't follow due to the street layout.

"We've lost him. He could be going anywhere in Washington D.C." Max said as he couldn't see the giant parrot anymore, and thus could not follow behind it

"Or 'Washington B.C.'..." Gwen said as she remembered what Dr Animo kept saying, seeing it now that the man could let the past go

Ripjaws gasps as he understands the meaning of the puns that the doctor had made "That's it! I bet he's going to the Natural History Museum! Only place he could be!"

With a possible lead on their hands, Max pressed the pedal. They park in front of the museum where Ben finds a giant feather that Max picks up "Something tells me we're on the right track. Good thinking, Ben"

"Guess even a fish brain can surprise you once in a while" Gwen said as she crossed her arms to look at Ben

"And you should know, right?" Ripjaws responded as he sent a smirk her way with his large mouth full of sharp teeth

While walking inside, the Tennysons find several boxes labeled 'Mega-Mart Electronics' In front of them, next to a mammoth exhibit is Dr. Animo, fiddling with his machine. He stops when he realizes they're here and recognizes the watch symbol from earlier on Ripjaws chest, concluding that it was either the same creature from before or an associate of it

"You are a very persistent thing, whatever you are. I HATE persistence" Dr Animo said as he focused his gaze on Ben as the thing from Mega Mart who was playing hero

"We all know about you and your 'freakazoid' experiments, Dr. Animo! It's over!" Ben said as he pointed at the doctor with his finger's claw, ready to deliver him some alien justice as his aquatic menace

"Oh, but it's only just begun...! See, I only needed a few components to push my work into phase two: the reanimation of dormant cells." Dr Animo said as he turned to look at the surrounding exhibit and in particular the mammoth

"Er, does this guy come with subtitles?" Ben asked, confused by whatever science bla-bla-bla the crazy doctor had said, which caused Animo to get annoyed. The Omnitrix starts to flash green, and the Tennysons prepared for whatever alien came next with all hoping that Grey Matter wouldn't be the lucky one

"Breathing life back into that which has been long since lifeless. Observe!" Animo responds Ripjaws as he turns the dial twice this time. His transmodulator shoots beams into the mammoth, bringing it to life. It lets out a trumpet as it stomps down from its pedestal.

"Behold the genius that is Dr. Animo!" He shouts as he runs away to further inside the museum

"Now would be a really good time to go stop him...?" Gwen says to Ben as she backs away scarred of the massive beast, Ben is enveloped by the green light once more. Now he was transformed into Heatblast and he lit his fist into a large flame with a grin

"You guys get Animo, I'll take care of 'Jumbo' over here and make a mammoth barbecue." Ben says before shooting a fireball with his two hands at the reanimated beast, who in turn flinches slightly before attempting to slam Heatblast with it's body

Max and Gwen run out of the mammoth exhibit and after Animo, but come across the giant parrot. Gwen quickly looks around and plucks a spear from a caveman exhibit. She twirls the spear around and beats the parrot with it until it runs away.

"Ben's not the only one with skills" Gwen said as she held the spear with confidence before it breaks in half, Max follows behind her, wide-eyed. As they enter a new room, they see Animo, who smiles before shooting beams at a Tyrannosaurus Rex skeleton. Skin forms and wraps around its bones; an eye lights up the previously bare socket. The T-Rex takes a step and roars a mighty roar at the two Tennysons.

The mammoth keeps trying to hit Heatblast into a wall but Ben keeps shooting fire towards the mammoth to disorient it which works well until the prehistoric animal goes on a berserk state as it swiped it's trunk maniacally at everything it came contact with as the Mammoth's eyes were closed entirely due to the burning lights that had hit it, temporarily blinding the beast. It's able to land a heavy swing onto Heatblast as it sends him against a egyptian sarcophagus, destroying it entirely as Ben gets up once he realizes that he was not only on top a dead body but one he had lit on fire, as the sprinklers started to drop water in the room all Ben could think was that Heatblast might not be fit for the situation

"Great, how do I beat that thing without burning the whole place down?" He pondered on how to solve this problem when he couldn't knock the beast out with a good punch, nor could he use all of his fire potency as the museum could easily burn down with all these historical things.

"The only way to beat it without causing a burned mess is by outlasting it, but how?" Heatblast said as he prepared himself both physically and mentally to do whatever he could to last longer on the fight until he remembered something, the mammoth was made for cold temperatures because of all its fur, so all be needed to do was increase the heat.

"Call me Sunstruck, because the heat is going up and up!" He said before increasing his own body heat higher than ever before as the water around the room begins to evaporate as everything becomes more dry. The mammoth begins to breath heavily as it's muscles begin to give up, his body steamed up with all the sweat and water inside feeling like they were evaporating. In less than a minute the prehistoric elephant falls to the ground completely unconscious and defeated as Heatblast dials down his temperature back to normal, the sprinklers coming back although much less potent than before

Dr. Animo flees on the back of the T. Rex, which almost hits Max and Gwen with its tail "I'd love to stay, but I need to claim the award I so richly deserve" He said before taking his leave

The parrot swoops down, Gwen gasps and screams as she's grabbed by it, with Max reaching out a hand to grab her but he is too late

"Ben!" Max calls out to Heatblast, who runs over towards Max to chase after the parrot and Gwen. As he leaves, Max bends down, picking up a photograph on the floor that had come off out of Animo when he left

"Where do you think you're going?" Heatblast said as he threw a fireball at the bird who screams loudly before flying higher to the sky, Ben is started slightly as he doesn't know how to catch the bird now until a idea comes to his head. Reuniting flames to his arms he points to the ground before blasting off into the air like a flaming rocket, his speed is quickly catching up with the bird but Ben has trouble stabilizing himself in the air as he can't keep himself going on a straight line for the parrot, he is but a few meters from it when the watch starts beeping once more

"Not now! come on just a little bit closer" Heatblast tries to accelerate even more and extend his hand out for Gwen to grab but a giant flash of red covers him as Ben begins falling down quickly, having now been transformed into Fourarms while the bird flies away with Gwen. Ben prepares himself for impact against the ground, doing a sonic hand clap to slow down his fall but he still leaves a hole in the pavement after impacting the ground. Ben gets up scratching his head before looking up

"GWEN!" Fourarms shouts as he prepares to run after the creature when he hears a familiar honk as Max came in driving the Rust bucket

"Somebody called for a taxi?" Max said as Ben rushes to get inside the Rust Bucket the best he could in his form so they could keep on pursuit

"Spend a summer with your grandpa, honey. It'll be an adventure." Gwen said in dourly tone the words her mother had told her before she went on this road trip, all the while being carried by the mutated parrot by her backpack towards the Washington Monument

"Ah, I do love my work" Dr Animo said as he revelled in the destruction he was causing as his T. Rex crushes a building, terrorizing the citizens of the city who screams in panic

"Well, my mom said only to use in an emergency" Gwen said as she reaches for her pocket and takes out a cellphone, she pauses slightly to think "I guess this more than qualifies"

"No sign of beak breath!" Ben told as he looked out for the mutated parrot. As he and Max drove frantic through the city to find Gwen

"There can't be that many places for the parrot the size of an elephant to roost" he said before handing over a paper to Ben "Here, look at what Dr. Animo left behind"

"Dr. Kelly accepts Verities Award" Fourarms spoke out loud what he read the newspaper before turning to Max "He's gonna finally pick up on his award! We gotta stop him!"

"First thing's first. We have to find your cousin" suddenly the phone rings and the caller was Gwen

"Gwen!" Both Ben and Max shouted as Grandpa picked up the phone "Where are you?"

"At the top of the Washington monolith" she said as she did her best to hold on to monument as the bird lands on it

"Were close to that, hang on Gwen, we're coming!" Max said to Gwen on the cellphone as he stepped on the gas. The mutated parrot leaves Gwen, who is barely holding on the top spike of the monument

"I can't hold on much longer" her cellphone slips from her hands,
Ben and Max get to the base of the monolith as they see Gwen's phone hitting the ground, smashing it to pieces

"Gwen'll be next" Max said as he looked to the top of the monolith, as he was able to see Gwen from there thanks to her bright hair and shirt colors

"Not if I can help it" Fourarms said before crouching down to do a super jump that quickly sent him up a good amount of distance as
Gwen tries her best to not fall, but the cold air of the night and the very polished surface of the monolith was not helping her and thus she lost her footing and began falling as she also started screaming as well until Fourarms swoops in and grabs her

"Gotcha!" Ben said as they start falling back down but Fourarms is able to stick the landing without any trouble, Max waiting for the two as he rushes to their side

"You're alright?" Max asked as Gwen nodded before she saw the giant parrot coming after them "Incoming!"

Ben turns around to see the giant bird grab him and start to lift him up with the intention of dropping him down with severe force, but instead Fourarms crunches it's talons enough for it to let go of it's grasp on him. Climbing up to its neck as he tackled the parrot

"We can do this the hard way or the easy way, your choice!" He shouted as he used two hands to restrain the birds neck while using the other two to also stop it from flapping it's wings restless as the two begin to decent in a diagonal angle, the parrot tries to use it's beak to remove for arms from itself but he is able to dodge the sluggish attempts by the bird. The Omnitrix begins beeping again and Ben prepares for the worst outcome of possibly turning into Grey Matter as not only they hit the ground, but the parrot is dragged on it by the momento they had built in the fall which thankfully for Ben knocked the bird unconscious as he changes into Stinkfly

"Go! Stop Animo. We're all right." Max said from a far as he motioned him to go

"Speak for yourself" Gwen groaned as she wasn't feeling all right in the slightest after all of that, Stinkfly nods and flies out into the city.

Meanwhile, at Kelly Industries, Dr. Kelly is showing his reward to the tour group of VIPs

"And here is my Verities Award. Of course, it was an honor just to be nominated with a distinguished group of scientists" Dr Kelly said while chuckling along with the other people there when Dr. Animo and T. Rex smash through a glass wall to invade to Dr. Kelly's company

"Kelly! I believe you have something of mine". Dr Animo shouts at Kelly before Jumping down and grabbing the Verities Award "I'd like to thank the committee for this honor!" He said as he held the prize up

The T. Rex roars, swiping it's mouth towards Kelly, before Stinkfly rushes to swoop him before damage can be done to the man or himself. But quickly gets swiped by its tail, and falling on some rumble

"Somebody help me!" Dr Kelly screams as the T. Rex tries to eat him, Ben shakes his head before taking flight once more. Dr. Kelly screams while falling towards T. Rex's mouth but saved by Ben, he places Kelly on the floor

"What are you, you little pest?" Dr Animo shouted at Stinkfly in annoyance for being interrupted by some creature he didn't know or had any relationship with, however the Omnitrix symbol on Stinkfly's head gives him the idea that it was the same shape changing individual he had encountered the entire day since the Mega-mart attack

"Name's Stinkfly and things are about to get messy for you!" Ben said as he tried to make his hero entrance sound cool while pointing to himself

Dr. Animo shoots the beam at him after letting out a scream, Ben dodges his attempt and knocks him back with a shot of slime, making him drop the award

"No!" Dr Animo screams as he sees the broken award on the floor when he suddenly feels a tap in his shoulder, he turns around to see Stinkfly waving at him before he rips the Transmodulator out of the doctor's chest

"My Transmodulator!" Animo screams as he tries to grab back the device but was stopped by a single hand of Ben as he breaks the Transmodulator, releasing a wave of energy that causes the T. Rex to de-animate back into bones, crumbling underneath them and plummeting Animo to the ground while Ben holds on to the celling

"No...! No...! No!" Dr Animo shouts as he got up from the pile of bones, only to see the legs of Stinkfly right in front of him, when the doctor looks up, he was met with a good punch to the face

Meanwhile the mutant parrot who's woken up is approaching Gwen and Max, before he glows bright red, turning back to normal size and perches on Gwen's arm

"Don't even try to kiss up to me now" Gwen says as she points her finger at the now normal parrot

After helping tie up Animo before the watch's timing out, Ben left as the police came to arrests Dr. Animo at Dr. Kelly's workplace after he called them, with Ben watching the arrest away from the cameras

"Let me go! I deserve that award! I've got it coming to me! I want it!" Dr Animo screamed as he was dragged away by the cops and placed inside a police car

"For some reason, that sounds kinda familiar" Stinkfly says while contemplating on Dr. Animo's words. After picking up Ben, The Rust Bucket was ready to leave Washington D.C., as Max drove the RV, Gwen and Ben were in talking about the recent adventure

"I not only got the gold Sumo Slammer card, but I also snagged a trophy from of Animo" Ben places the sumo slammers card in his collection and part of the Transmodulator in a box

"Plus, I guess saving the city from "Dr. Wacko" was its own reward"
Grey Matter said as he looked out of the window, he felt... good as they left the city, knowing he had stopped a lunatic like Animo from wrecking havoc, like a true hero

"Don't forget you saved me, too. Thanks" Gwen says, being sincere for once towards him in a none aggressive way

"Yeah, well, that's what we heroes do best: Rescue hopeless dweebs from danger" Ben responded, also sincere but with a hint of pride as he crossed his arms

"You are --such-- a major doofus" Gwen said to him, but not meant as a insult

"I know you are, but what am I?" Grey Matter said while giggling in what felt like a reflective tone but both cousins started laughing, as the Rust bucket and their road trip continued

[Author's notes]

Leave a comment follow and like to support the fanfic as it really helps, follow and like to support the fanfic

I think I should lay out how I go about writing a chapter, first I go to the Ben 10 wiki to copy the episode manuscripts to use as the skeleton of the fanfic, filling in what's missing along with additional details until it's fully complete. Then I go about remixing the entire chapter, changing around which alien he is in what scene and drastically changing certain parts to accommodate the aliens, I will also delete certain sections if they clash with each other or cause a plot hole to happen, it's not the fastest method as so far I'm still working on episodes 3 and 4 but I blame that on my inability to finish one thing before working on another. Krakken and Permanent Retirement are complicated episodes due to their settings but I'm working around it, I hope this fanfic can stand out amongst my other fanfics as it's my first time working on a non crossover fanfiction with a franchise like Ben 10, I am willing to work on more Ben 10 fanfics if I can find the right idea to work with.

Chapter Text

A bright moon is lighting up the foggy forest below. A large lake that seemed to reflect the night sky majestically surrounded by trees and mist, stays undisturbed

"Cannonball!" Ben shouts while transformed into XLR8 as he jumps into the lake after a big build up of speed, making a large splash. Quickly popping up back to the surface

"Judges score... yes! Perfect 10! Yeah!" He says as he imitated a sports commentator before then imitating a crowd woo-ing "The crowd loves him!"

"A perfect dweeb is more like it" Gwen said as she watched unimpressed from the end of a pier, with a shining torch on hand

"Come on, dive in!" XLR8 said as he motioned Gwen to enter

"...Please! Who knows what nasty, slimy things are slithering around in there" Gwen said as she shines a torch around the lake's surface to illustrate her point, landing the torch on Ben. "I rest my case" Gwen said as she smirked, Ben could only frown at that

"What's the point in camping by a lake if you're afraid to get wet? Besides this is the only time I can get out here anyway" XLR8 said in a annoyed tone before smirking as he splashes the water from the lake onto Gwen, who just narrowly dodged getting soaked.

"Knock it off midget!" Gwen shouted as she walks away back to the Rust Bucket, but as she does Ben begins to violently splash around in the water.

"Hey! What's -- Happen--? " XLR8 is unable to finish his sentence as he gets sucked under the surface of the water

"Very funny Ben... I'm not falling for it." Gwen said while walking back over to shine a light on where Ben went under  "...Ben?"

The water bubbles and a giant green swamp-creature lurches out of it towards Gwen, growling at her. Gwen screams in fright, falling over and dropping the torch, which rolls on the ground to shine on the creature, revealing it to be Ben's Diamond Head transformation covered in seaweed

"Ben?" Gwen growled in anger, practically fumming from the mouth

"You should have seen the look on your face! Ah, priceless!" He said chuckling as he pointed at her while placing a hand to his stomach

"You are so busted when I tell Grandpa!" Gwen shot back as she picked herself up and stormed back to the Rust Bucket. He kept laughing to himself as he takes the seaweed off, wiping an imaginary tear from his eye.

"I can't believe she fell for it! A monster in the lake! How dumb can you be?" The water bubbles and splashes behind Ben, causing him to turn and see a gigantic silhouette of a monster rising out of the water behind him, shocking him greatly!

Diamond Head looks up towards the monstrous silhouette lurching above him. A tendril from the figure shoots out at him, grabbing and launching him across the lake. Ben pops back out of the water and looks around him for the monster. As he does, something latches onto him and drags him under. While underwater Ben gets a look at the monster's giant eye. Ben gasps and manages to break free of the tendrils to get back to the surface and the Rust Bucket. Diamond Head Burst into the RV waking Max and Gwen, out of breath.

"I was just attacked by a giant lake monster!" Ben gasped out as he tried to calm his racing heart, only to have a pillow lazily thrown at his face.

"Hello? Current events? You already got me with that one." Gwen snapped irritably from her bed while staring at her transformed cousin.

"But I'm not kidding this time!" Ben said as he moved his hands in a frantic manner

"Come on champ, joke's over." Max responded, too tired to play along with Ben's shenanigan

"But I--"

"Get some sleep, remember we have an early day tomorrow for our fishing trip." Max said as he turned over in bed to try and get comfortable again. Ben times out, transforming back into his Upgrade form, lying starfish-positioned on the ground outside the R.V.

"Why does no one believe me?" He looks back at the lake and considers going to investigate but his current form wouldn't do anything of good inside a giant lake so he just goes to try and get as much sleep possible for the morning

In the morning of the next day. Ben, Gwen, and Max walk along the coast, with Max carrying a fishing rod in hand, meanwhile Ben was describing his encounters with the beast

"No, really! It was humongous with these big blue eyes--!" Ben said as he held his arms up to the sky to show how big the monster was, he was floating by the side of Gwen invisible now that he was transformed into Ghostfreak

"I'm sure it was just some kind of big fish, that's all." Max responded as he couldn't fathom the boy's Idea, If they were in the ocean it, maybe, but a giant monster wouldn't be on such a small lake

"Yeah, so give the mega-fish story a rest, will you 'Captain Dweeb'? Aren't you supposed to stay hidden when in public" Gwen said as she not only had more than enough with Ben and his stupid story, but also because he was a literal time bomb waiting to turn into a big flashlight of light accompanied by an alien for everyone in the lake to see and scream to the mountains

"Just because I keep changing into aliens doesn't mean I'm missing my whole summer doing nothing but hiding, besides I don't have to worry about a secret identity when I can't even be my normal identity" Ben responds as that was his only problem with the watch, although it was quite a big one. Not being able to turn back to himself was cool, he was getting accustomed to the changing in size and weight of aliens, even when he changed between a floating alien like Ghostfreak to a heavy one like Diamond Head was seemly becoming more normal to him. But it wasn't cool when there were people around because he couldn't quite fit in, constantly changing aliens was not fun when all people did was look at you confused, scared or disgusted. He didn't know why but he always felt... strange when transformed into Ghostfreak, it was when his emotions and thoughts seemed to get the most negative, but he just assumed it was how the alien was, he wandered ahead, not really wanting the rather morbid thought to stay too much as he comes across a bucket of wriggling worms. Ghostfreak shoves a handful of worms up to Gwen's face with his now solidified hand, as the girl yeeps in disgust

"Breakfast?" Ben jokingly asked as he saved his solidified hand full of worms close to her face, as he could swear that Gwen looked ready to vomit

"Eugh- Ben, gross... What's with the bucket of slimies?" Gwen asked as she quickly backpedals from the worms

"Bait." Max said as he picked up one and ate it, causing both cousins to shiver from the sheer grossness "Also emergency lunch"

"Yeah- Well, I think I'm gonna pass on the fishing thing, I'll stay here and catch some sun instead!" Gwen said as she decided that she wasn't going with them, no matter what type of things the two would find while fishing

"Okay, but you don't know what you're missing!" Max said as he picked the bucket of worms

"I'm pretty sure I do..." Gwen said as she waved at them before leaving towards the beach

Max Turned to greet the man in the boat beside them. "Captain Shaw?"

"Who wants to know?" Asked a man with grey hair and sideburns wearing a red baseball cap, while he was tying a knot to a ship vessel. Turning to look at them with a frown

"I'm Max Tennyson." Max says as he looks to his side where is supposed to be, Ghostfreak waves back at the captain who couldn't see him "I chartered your boat today for a fishing trip."

"Well what're you waiting for, an engraved invitation? Get aboard, I ain't got all day." Shaw responded rudely, not changing his tone or expression. Both Max and Ben look at each other

"Wow, what a friendly guy" Ben commented before excitedly moving to get on the boat, though Max seems concerned. The ship sets off, down the lake. The ship sails slowly through the water

"Anything... interesting out there to catch today?" Max asked as he looked around the lake, wondering what type of fish were in this place

"More than you can imagine..." Shaw comments while Ben was in another part of the boat outside of Shaw's view as he had his head over the end of the boat.

"I'm going to keep an eye out for the lake monster. That thing's not taking me by surprise this time!" Ghostfreak comments as he turns around to keep his search for the lake monstrosity as he sees a silhouette in the water and gasps to himself

"There it is!" Ben shouted as he pointed at it, before flying towards it. The silhouette becomes clear as he comes close and it passes, revealing just a collection of brambles and rubbish "Oh, my bad."

After several minutes of sailing and no sight of the lake monster, the ship floats by. Shaw at the helm paying attention to the sonar, Max preparing the fishing rods and preparing some of the bait, and finally Ben who was doubting the existence of the monster after searching above and under water for it. As they comes up against a blockage of buoys and tape stopping them from coming to a designated area. "Do not enter"? What's going on?" Shaw asked as he read the tape in disbelief

"Looks official. Maybe we should turn back!" Max replied as he looked at the captain, but Shaw looked at him with a frown and Ben himself wasn't much interested in the fishing by this point

"Nonsense, this is my lake and I'll go where ever I--"

"Fishing boat! Stop where you are" a distant voice called out as it approached as a boat pulled up alongside them, with the crew greeting Shaw and the Tennysons friendly, and pulling up alongside their boat "I am Jonah Melville, the founder of 'Friends of Fish", we've closed this section of the lake for an environmental study. You'll have to turn your boat around"

"Suppose you make me, fish-hugger?" Shaw said using a confrontational tone to Jonah and the other crew as he breached Jonah's personal space

"Well, since I chartered the boat for the day, I believe I'm in charge. Isn't that right, Captain?" Max said as looked at Shaw, the captain grumbles and reluctantly makes his way up the boat.

"But what about the Lake Monster?" Ben asked, not realizing he spoke it out loud for everyone to hear. While Max looks worried, Shaw only raises an eyebrow as he looks around while Jonah just assumed it was a question made by the grumpy boat captain

"You're not looking after that old fish story, are you? The Krakken was it? Look, I'm a marine biologist. Anyone who tells you they've seen a monster in this lake, is casting without a hook" Jonah said while chuckling to himself as Ben scowled at him. Shaw's boat travels back to the docks, trailing behind the 'Friends of Fish' boat. When suddenly the sonar of his ship pings, alerting Shaw as he came to check on it

"The sonar! We've found something!" Shaw shouted as the instruments showed something big moving under them, Ghostfreak sees a shark-like fin pop to the surface of the water and points his grandpa to it, so he could signal Shaw

"Or something's found us! Look!" Max points and Shaw walks out and sees the fin dip below the water.

"The Krakken!" Shaw shouts as the fin passes under his boat, revealing it's true size, and rocking the boat.

"It's heading for the docks!" Shaw said panicked as he feared for the people there about to become the Krakken's victims

"Gwen!" Ben and Max both shout in unison. The Krakken's fin rushing towards the docks at a high speed, unbeknownst to Gwen, sitting at the end of the pier rocking her feet.

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

She tilted her head back and closed her eyes, taking in the peaceful sounds of the lapping lake waves. Unfortunately, the sweet musical sounds were overwritten by an annoyingly loud horn just off the shore as Captain Shaw tries to warn the dock-goers by ringing the ship's bell about the Krakken. Gwen grimaced and looked out into the lake, spying two boats coming ashore, one of them she could see Max waving his arms at her and a vague silhouette coming her way that she thought it was Ben transformed into Ripjaws to pull another prank

"How many times does that doofus think I'm gonna fall for this?" Gwen complained as she thought about how much more annoying Ben was being today, the water suddenly rose up and a massive beast emerged from the lake, casting an imposing shadow over the redheaded Tennyson. Gwen had to tilt her head all the way back just to see the beast with its leathery green skin, its mouth of golden teeth, and the two tube-like tentacles coming out of the side of its jaw.

Before Gwen could even find the wits to so much as scream, the Krakken fell forward and smashed the docks underneath its weight. The pedestrians that had been standing on the docks were thrown into the water, including Gwen. The redheaded girl coughed violently when she breached the surface and turned slowly in the water, biting back a panic cry that threatened to leave her lips.

"That's not Ben!" Gwen screamed as she saw the huge creature, realizing that her cousin was right

"I told ya!-- It's real! The Krakken lives!" Shaw shouts, slightly excited as he was right and everyone could see it now

"Sail now, gloat later" Max told the captain before hearing the beeping of the Omnitrix coming from a far and looking towards Ben in seriousness "Someone's got to rescue those people, good luck."

"Just hope I don't get Grey Matter, it's time for Ripjaws to go for the rescue." Ben said as he flew closer to the water as he was transformed with a green flash as Stinkfly

"I said Ripjaws, but I guess this works too" Stinkfly commented before flapping his wings and taking off faster. Ben sees that the Krakken dives to the water, heading towards Gwen and the other civilians trapped in the water, he speeds ups as much as he could as he hovered close to the water's surface, reaching the people in trouble, snatching Gwen out of the way of the Krakken and on to land.

"You okay?" He asked as places her down on the sand gently

"I think so, thanks for the save." Gwen said in between coughs of spewing water, Ben nodded as a response with his wings shooting a lot of sand up on Gwen as he takes off towards into the water to face the Krakken. "Hey! You did that on purpose!" Gwen shouted as she wiped the mud off her face

Ben rushes and zips back and forth through the water's surface; picking up the straggling pedestrians as the Krakken's webbed hands loomed over their heads, taking the other people in need back to land with Gwen. But while Ben was flying around saving lives, Jonah and his Friends of Fish group seemed more interested in self-preservation.

"Get us out of here!" Jonah screams to his crew mate, as they sails the boat away, with the Krakken taking notice and going after it, rearing up against it and rocking the boat greatly."Whoa!"

The Krakken rushes towards it again, but is stopped by Stinkfly shooting his slime at it's eyeballs, scaring it back. Ben jumps onto the boat. The Krakken swims to the front of the boat and tries to grab a crate off of it using it's front tendrils.

"No you don't!" Jonah shouted as he leaps, hanging onto the crate to stop it from being taken. Ben decides to help by grabbing the Krakken's tendril and dragging it backwards to prevent the crate from being moved. The monster knocks Ben backwards and tries again to get the box, but Stinkfly flies above the ship's ground, and uses as much mucus out of it's four eyes as possible to make a constant string of it to push back the Krakken while blinding it. The Krakken reals backwards roaring while trying to clean it's eyes and retreats.

"Thanks for the hand, and the... Slime" Jonah said appreciatively as he came up to the alien hero to shake its hand, although Stinkfly's smell made him flinch momentarily

"What's so important in that crate that you'd risk your life for it?" Ben asked as he gestured to the box while glaring at the man

"Um... Our lunch!" Jonah responded in a awkward manner, as the other crewmembers nodded in agreement to further sell the answer they gave

"You almost got munched for a few sandwiches?" Stinkfly asked with a confused face in disbelief as that was a extreme action to take for something you could buy in a normal dinner

The Krakken jumps out the water and grabs the crate while they're talking, bringing it back into the water before it can be stopped. As it does, Ben gets ready to dive in after the beast, when he heard the Omnitrix beeping as it starts ticking red.

"Uh oh. Sorry, gotta fly." Stinkfly says as he leaps off flying towards the beach shore as the countdown timer beeped faster

"Almost there... I think I'm gonna- aah!" Ben says as he times out, transforming into Heatblast, still moving with the momentum of Stinkfly's flight and getting skidded across the water's surface like a stone, landing right on the beach's sand completely extinguished.

"Shaw, we need to go back to shore! Bring the boat around!" Max called out to the captain, who was currently pointing a harpoon guns at the Krakken

"Next time you're in my sights, you won't be so lucky..." Shaw says as he gets out of his harpoon gun and goes to stir the ship. After the Krakken's attack, Campers and dock-goers are all packing up and leaving the area as it gets dark. Meanwhile Ben, Gwen, and Max sit by a campfire as Ben is still transformed into Heatblast

"See, I told you so. That was the same thing that tried to munch me last night. Captain Shaw and I were right." Ben said as he rubbed a cloth on his head to dry his hair

"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 trouble." Max said as he looks at Ben, even if the man was right it was clearly that he wasn't entirely well on the head

"You're just being stubborn." Ben remarked, what he said almost made Gwen laugh from how ironic It was from Ben to say that about someone

"Yeah, don't you hate people like that?" Gwen comments as she sends a side eyes look to Ben's way

"We'll leave this to the experts Ben, like those 'Friends of Fish' guys." Max said as he trusted that now the situation would be dealt more accordingly, as the government was surely contacted and informed of the creature

"Experts? Who better to snag a lake-monster than the guy that is monster-buster super heroes!" Ben said as he tapped the omnitrix symbol on his chest with his finger, ready to go toe to toe with the lake monster

"I'm afraid this is just gonna have to be the one that got away, son." Max told him, Ben simply looked to the sides and scoffed

"...low-down no good fish kissers!" Captain Shaw mumbled frustrated as he walked by them, clearly angry at something. Gwen motions for Ben to hide which he does but not before rolling his eyes

"Captain Shaw, what is it?" Max asked as the captain walked by them, Ben listening closely as he hid behind the Rust Bucket

"The nerve of those 'enviro-punks'! They shut down the entire lake! Nobody tells me where to sail, and nobody's gonna keep me away from reeling in the catch of the century. Nobody." Shaw declares as he went towards the fishing dock where his boat was. A few minutes later Shaw ship sails across the lake, while the Rust Bucket sits nearby the pier as Gwen knocks at the bathroom door.

"Come on Ben! What did you do-- fall in as Grey Matter?" Gwen asked half sarcastically, Max walked up to the bathroom door next to Gwen, before he turned the door handle as Ben seemly forgot to lock it. He threw the door open and realized that the bathroom was completely empty, with small hand and foot prints on the leading up to the bathroom window. Gwen and Max shared a knowing look and groaned in unison as they already knew where he was headed.

Meanwhile back on Captain Shaw's boat. Shaw was dressing in a green wetsuit as he was steering towards the last spot where the Krakken had appeared, when he heard rustling sounds from behind him coming from under a tarp.

"Hey! No stowaways on my boat, even if you are only a filthy rat!" Shaw uncovers the tarp to reveal nothing other than a lifejacket sitting there, Captain Shaw just frowned as he looked side to side as he resumes his preparation for the hunt, not noticing Grey Matter hiding under the lifejacket, he swiped his forehead in relief for not being caught as they later made it to their destination. Captain Shaw weighed an anchor before preparing his diving equipment.

"She's probably been chased deep by those 'fishy friends'. Only one way to flush her out... with a little live bait" Shaw said while putting on his scuba gear, he also packs up a harpoon gun before putting on the respirator and dive into the lake.

Ben looked over the side before turning to see a spare red wetsuit and scuba tank "Too bad they don't make those for aliens my size"

Captain Shaw dives through the water, as he went deeper into the wreckage of the boats from earlier this afternoon, he noticed something that seemed out of place among the splintered wood and metal. Moving deeper the sight of a giant egg catches his attention, likely from the Krakken. As he decide to go back up, noticing that there was a second boat parked right next to the Shaw's vessel. It looked heavily fortified and armed with a mounted turret like a military vehicle. He silently waded over and Shaw climbs back up to his boat but as the captain did that, he's grabbed by people in gray wetsuits and was wearing matching masks with black and green visors.

"Don't you know night diving is dangerous, old timer? Unless of course, you went with a friend." The masked figure implied as two of his colleagues held Shaw by his arms

"I work alone. I ain't got no friends." Shaw said before he spat at the man interrogating him

"...and with a sparkling personality like yours?" The Masked Figure says half sarcastically as he tilts his head at Shaw. Ben watched this and clinched his tiny fist as he couldn't do anything as the miniscule alien.

"I haven't anything worth stealing either." Shaw said as he started at the interrogator while gritted his teeth

"Ah, but you have us all wrong. All we want is information. Like, what did you see down there?" The masked figure asked as he grabbed Shaw by the chin and he brought his head closer to his face

"Nothin'. Same as always." Shaw responded, The masked figure nodded as he turns his head to the slide before punching Shaw to the ground, knocking him out cold. He takes off the mask to reveal he's Jonah Melville.

"Well... I have to be sure." Jonah said as he looked over the passed out captain. Ben sees this, and begins thinking of what to do, since that's what Grey Matter was good for, before the watch starts to beep.

"Come on, not now!" Ben said as he tries to press the button repeatedly to get it to stop which doesn't work, his beeping catching the attention of the fish friends as Jonah motions for one of them to investigate

"Take 'Ahab' here with us. Find out if he knows anything back at the Cannery. We'll come back later with a mini-sub to snatch the rest of the eggs." Jonah said as he throws a tracker into the lake, watching it dive into the depths before he and one of his co-workers stepped onto their own ship while another explored it

Grey Matter tries to run away until the transformation happens, hoping for Fourarms or Diamond Head as he hides under a cover. A green light shines under it as the muffled sound of the transformation catches the attention of the fish friend aboard the ship, he comes in closer and prepares his weapon to shoot at any one underneath who tries to resist

"Wraaarhhh!" Wildmutt screamed out as he leaps out of the cover and at the man, who is knocked to the side by the alien as he tries to run away towards the others, doing his best to shoot at the beast before he has his gun grabbed by Wildmutt before he smashed it to pieces. The man runs back to his colleagues as they watch confusion before Wildmutt slides into their vision which shocked Jonah and his crew

"What is that thing?" One of the F.O.F Crew asked the others of the crew as he pointed at the monstrous canine figure staring them down despite it not having any

"Questions later! Man the harpoons!" Jonah ordered as his crew fired lasers at Ben, with him able to dodge them without gaining much distance from them, their ship begins to move as Wildmutt makes a run to jump aboard before it becomes too distant. Jonah unloads an explosive he was holding in his hand which almost hit Ben, it ends up blasting the front half of Shaw's boat as it starts to sink while the explosion is enough to propel Wildmutt closer to the ship as he lands inside. Roaring as he begins to attack the crew while dodging their shots, throwing them around as he runs towards Jonah, slamming him against the wall of the ship as he prepares a slash

"Rrreeerhh!" Wildmutt screamed as he stood up in his two back legs as an electrical current went through his body, causing him to be disoriented and falling overboard. Recovering from it while resurfacing on the water, Ben hears an engine raving as he is targeted by Jonah driving the ship towards him.

"Let's run over that mutt, once and for all!" Jonah said as he drove the boat towards Ben with the intent to run over him. Wildmutt, now spotlighted, slowly swims away as Jonah's ship barrels towards him. He reaches a hunk of driftwood and his senses warn him of the incoming ship.

"Rarrh" Ben said as he got up in the driftwood. Baring closer, one of Jonah's crew stands with a turret, firing toward him. Curious, Ben looks around him for means of escape, he sees a hanging branch and prepares to make a pretty high jump before they got to him. In a swift jump he propelled himself up to safety, as the driftwood is blasted into bits after being hit by the boat.

Jonah Circles the boat and looks around with a spotlight, unable to find Ben hiding behind the branch, but seeing a fin in the water "It's getting too crowded around here" he shines a light on an unconscious Shaw "Dump the trash overboard"

Captain Shaw is thrown overboard as Jonah and his crew boat away. Wildmutt, swimming above the water's surface doggy style, grabs Shaw before he sinks. He rushes towards land while jumping from tree to tree while carrying Shaw on his mouth, seeing the Rust Bucket on the shore. The alien device emblem on Wildmutt's left shoulder begins to flash green and sound an alert. He groans with disdain as he starts to move faster. Outside of the Rust bucket, Gwen peers through binoculars in the  search for Ben, as Max looks around while pointing a flashlight

"Any sign of Ben and Shaw?" Max asked as he turned to face Gwen as she shook her head side to side as a way to say no, the sound of Ben's alien form timing out catches their attention, looking upwards at Ben, who soon after transforms into Upgrade as he and an unconscious Shaw fall. The galvanic mecamorph catches the unconscious captain and makes his body thinner but also wider as he becomes a makeshift parachute, landing safely close by the Rust Bucket.

"Good thing it wasn't Diamond Head, his landing wouldn't be very soft" Ben commented while looking at the unconscious Shaw, after taking both of them inside the Rust Bucket, Ben talks about what they found out underwater as well as how Jonah and his crew were bad guys as Gwen taps keys on her laptop.

"...and I bet that the Krakken's nest is full of eggs! It would explain why she's been attacking everything, Jonah must be stealing her eggs!" Ben said as he told his theory, it was made while he was Grey Matter but it wouldn't take a genius to find the relation between all the current events

"And I think I know who Jonah is. I did a little checking on "Friends of Fish" and found out it's not listed on any environmental website. But I did find this:" Gwen said as she turns her laptop to him "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."

"Crates them up"? Ben facepalms as he remembered what had happened during the Krakken attack in the morning "Oh man! I bet that crate the Krakken took off their boat had her egg in it!"

"Looks like we were both, a little too hard headed." Max responds as he admitted that both him and Ben committed a oversight mistake, both in different directions.

"We've got to stop them! They said something about going back to a cannery." Ben said as he fist pumped in the air with his upper two arms while his other two slammed together.

"All this talk doesn't change a thing. Mommy or not, that beast is mine. Let's go! I've a spare boat down at the docks." Shaw said as he was awake scratching the back of his head, which the Tennysons tense up at him possibly seeing Ben, who rushed over to fuse with Gwen's laptop but the captain ignores them almost completely before getting up from his seat after waking and making his way to the door, possibly not even seeing the alien due to how focused he was on catching the Krakken. The Tennysons looked at each other confused for a bit before smiling as they began following after the Captain as they moved towards the docks

"It'll take a while until the police can get here." Gwen said as she finished clicking buttons on her phone after dialling the police, as she, Max was on the boat while Shaw was at the docks untying the rope. As he finishes and is about to get on, the boat speeds off without him in a incredible speed, jet busters seemingly coming out of the back

"What're you doing? Get back here!" Shaw demand them as he waved his fist angrily at the family

"Sorry, Captain." Upgrade said as they couldn't let him come without revealing Ben's secret, as they were going to use some alien help to get things done.

"You don't know what you're doing! A monster's a monster, and I know a monster when I see one!" Shaw shouts as the boat speeds off, leaving the captain clenching his fist in anger. He shines a lamp around, seeing a much less glamorous rowboat off to the side of the pier. He takes a long, unbroken glare at it.

A crane pulls up a submarine suit holding an egg out of the water, setting the submarine down on the dock. Underwater, a clamp attaches to Melville's submarine pod, Krakken egg in tow, pulling him out of the water by a crane mechanism. It lowers him onto the cannery dock, as he passes the egg to one of his crewmate.

"Careful! -Or you'll be cleaning up the world's most expensive omelette." Jonah warned and the crewmate nodded as he dumps the egg in a cylindrical glass container with another, before closing the lid. Jonah cradles the eggs through the container.

"After we sell these babies to the highest bidder, we'll be kicking back on a beach in the Bahamas." Jonah said as he could almost taste the rolls of cash they were going to make. Underneath, the Tennysons arrive at the ladder entrance of the cannery with Ben's timer already beginning, as Max and Gwen begin to climb it.

"See if you can find the eggs." Ben said as he stood in the boat waiting for the next transformation and prepares to use whatever form he got, hoping to not get Grey Matter or Heatblast

"What about you?" Gwen asked as a green flash bang goes off, as the Ben transforms into a form where his arm gained white scales with webbed claws, he grew a lure from his forehead along with gills on his neck. Ben's jaws then became larger and more shark-like and in his place was a humanoid hybrid between anglerfish and man, this being the best alien for the situation at hand, Ripjaws. Ben looks at his hands and lets a excited grin as he got just what he needed

"I'm gonna kick some Friends of Fish tail." Ripjaws says before jumping into the river. A near instant after, the Krakken shoots up out of the water, knocking the boat Ben stands on aside, going up through the cannery dock flooring and coming face to face with Jonah.

"The bigger the Krakken, the bigger the payday." Jonah says before running to his submarine pod, as his crewmate open fire on the Krakken. One guard runs off inside the building, while another stays, firing shots that bounce off the Krakken's skin. To get to the eggs, the Krakken smacks aside the gunner, but Jonah snatches the eggs through the crane operated sub before they can be reached. Opening fire, Jonah repositions himself, though stopping his firing, Ben as Ripjaws leaps out of the lake and onto Jonah's machine's window, encompassing his view.

"You want to mess with a monster? Try me on for size." Ripjaws threatens as he climbs down to the machine's grapple holding the eggs, Jonah moves to fire point blank, but Ripjaws responds by biting the gunner arm off. The eggs get dropped and Ripjaws dives after them. Catching them mid air, Ben gets punches by Jonah, causing the eggs to hit the floor and break out of their containers, landing on the dock below.

Meanwhile Max and Gwen sneak inside the cannery, coming to a corner with a Friends of Fish member round it. Max pauses and tries to communicate to Gwen through hand signals. Below the cannery, Jonah's crewmate who had opened fire on the Krakken swims back to the cannery, climbing a ladder and coming up directly in front of Max and Gwen, as he aims his gun at them.

"All right, buddy. We can do this the easy way, or the hardy way" Max said as he held his arms out while Gwen hid behind him, the crew mate smiles before walking towards the two menacingly, causing them to back up. Behind him the side wall breaks apart as the Krakken's fin comes through

"Go high!" Max shouted as he and Gwen jump up onto the cannery's hooks, sliding along them as the floor beneath is swept away by the Krakken's fin along with the crew mate. Out the corner runs another, who is knocked down by Max and Gwen kicking him in succession as they jump off the hooks.

"Is this the easy way, or the hard way?" Gwen asked her grandpa as he just shrugs and smiles. Outside, Jonah and the Krakken both dives for the eggs, but the Krakken scoops them up first

"My eggs!" Jonah shouts as he dives for the Krakken, but gets side tackles by Ben

"They aren't your eggs" Ripjaws says as he dives into the water with the eggs, Jonah detaches falling directly onto him. Underwater, Jonah starts to beats Ben, continually punching him without remorse

"Rescuing babies? Very heroic, but not very smart." Jonah says as he goes to scoop the eggs while Ben shakes off the beating. Ben gets back to his senses and shoots towards the escaping Jonah. The two fight, Ben latching onto the suit, while Jonah punches him away. Ben pryies the eggs from him and rests them in his mouth while fighting him off. The Krakken suddenly appears and knocks Ben aside and swims off, as Ben and Jonah race to it. Jonah lets out a sonic attack, causing the Krakken to reel and allow him to scoop the eggs. Ben smacks him to the ground, but gets pinned by the throat. Struggling, Ben grabs an anchor off the sea floor, hitting Jonah with it, before being thrown off while biting at him. Jonah scurries off while Ben looks down at the chained anchor.

He grabs the chain and swings it around, sending it flying at Jonah, dropping the eggs and letting Ben scoop them back as the Krakken follows, Ben arrives at an open area along the sea floor. He gently places the eggs down in front of the Krakken, allowing it to take their eggs back. Jonah speeds towards them, narrowing on the eggs, but is grabbed by the Krakken's tendrils and has his submarine crushed around him. Now in the open without his machine, Jonah pulls a knife and stabs the Krakken, his knife breaking apart from the force, not affecting the Krakken at all. Jonah pauses as the Krakken roars, opening it's jaw. Before it can eat him, Ben puts himself between the two. The Krakken stares at Ripjaws and understands his plea of mercy, and goes back to its eggs. Jonah exchanges a look with Ripjaws before shrugging. Ben punches him.

On the surface, Ben hangs Jonah up on some debris. "Hang here for a while, until the police find a nice, dry cell for ya." He said as he went back underwater

Max and Gwen look on from the lakeside, as a police boat nears Jonah."Ha, 'good riddance to bad rubbish'." Max said as he smiles at seeing justice being served

"Got one!" Capt. Shaw shouts as he rows up to the lakeside in the rowboat, as Ripjaws is in a net along with seaweed

"I finally got me a Krakken! One of the eggs must've hatched. Imagine this trophy mounted on my wall." Shaw gloated as he thought on how he was going to make it into the newspapers for the catch of the decade. Both Tennysons exchanged looks of awkwardness at Ben as a green flash goes off

"Heh, I think your 'catch of the day' isn't exactly as advertised." Max said as he pointed at the captain's catch, Shaw holds up a lamp to the net, where nothing but seaweed was stuck inside. Down in the lake, Grey Matter smirked as he floated on the water before making his way out

"But I could've sworn..." Shaw mumbled as he shook his head, sure of what he had seen and he picked up

Out in the distance the Krakken howls, sitting on the lake floor with her eggs cradled.

[Author's notes]

Leave a comment/review as it really helps the fanfic, a follow would also be appreciated.

Boy this was hard, this episode may not look like it but it was hard writing what happened and how to take away the scenes of human Ben because he spent a lot of the episode alongside Shaw

In response to some comments:

1- Ben's DNA will not be altered by his constant changing of alien forms, it was more so a theory of Azmuth and not so a fact. Plus that would make Master control and the Destroy all Aliens movie make no sense considering Ben passed most of his time as aliens, it might be interesting but I don't want to deal with that sort of issue

2-giving Ben a ID mask fundamentally takes away from the premise of the fanfic, his stuck as the aliens and without that it becomes just Ben changing what power he has after 10 minutes. Plus the drastic change in size from the likes of Fourarms to Grey Matter would make the mask useless, because it would fall of from his face.

3- Ben will obviously unlock more aliens, but for season one he will have the classic roster up until... the encounter with Vilgax's bounty hunters

Chapter Text

The Rust Bucket had stopped on a desert road, at an ice cream parlor. Gwen was getting ice cream for her and Ben as she took her time deciding, Ben was in the RV reading his comic books as XLR8, while Max is using the local ATM. A dirty red pickup truck pulls up to the same spot, and a big burly man walks up to Max.

"Outta the way, "Grandpa". I got a major withdrawal to make!" The burly Man said as he shoves Max to the ground. Max looks up and sees a buck-toothed man in front of him smiling, who seems to be the other man's associate.

Ben is reading one his comics just about to flip a page when he hears the sound of a large chain. He looks out the window and sees the burly man walking to the ATM with a chained metal hook, understanding that the man was about to steal the entire ATM along with the money

"Seems like some one is going to pull out some cash, literally" Ben said as he runs out of the RV. Outside, the burly man digs the hook into the ATM and yells to his associate in the pickup.

"Hit it!" The burly man yelled as the buck-toothed man is about to pump the gas, but before he could, a black and blue streak spun around the vehicle, as the pickup truck falls to the floor, the buck tooth man looks out and below to see that the wheels of the car were removed

"Sorry, Your cash request has been denied!" XLR8 said as he stands by the side of the truck with the wheels by his side stacked on top each. The burly man grabs the hook, swings it in the air and throws it at XLR8 but he just dodges it and grabbed the chain as he uses it to wrap the burly man before knocking him out with a tail swipe. The buck tooth man gets out of the truck and tries to make a getaway, just to bump into Max that knocks him out with clean left hook, as he tries to get up, Max puts his foot on his chest.

"Where do ya think you're going? Good work, Ben!" Max said as he gave his grandson a thumbs up

"Oh yeah! I'm ready for anything! Bring it on! What's next?" XLR8 said, pumped up with adrenaline, feeling himself unbeatable considering his win streak as super hero so far

"We're headin' off to see your Aunt Vera for the weekend!" Max responded in a joy, meanwhile Ben ceased all movements as he lingered on those words

"Ugh, boring old Aunt Vera?! Nooooo!" XLR8 screamed to the heavens as he fell to his knees. After tying up the two thugs and getting their Ice cream, the Tennysons go into the Rust Bucket as it continues driving through the barren desert making its way through a lonesome road towards their destination as Ben was mopping while transformed into Diamondhead, Gwen sat across the table from him as she looked at the desert horizon

"When Aunt Vera said she wanted to 'move away from it all' she really meant it!" Gwen commented as she looked at the miles of sands in the distance, seeing how far away from society this place they were going was

"Aw man, this summer was supposed to be about F-U-N, not hanging out in some old lady's place" Diamondhead complained, as he preferred to be going to a arcade or even a wax museum than a retirement complex

"I like Aunt Vera" Gwen said as she looked at Ben, as she remember really enjoying the last few times she visit Vera, minus the pinching

"Duh! That's because you act like you're a hundred years old!" Ben retorted at her since for him, his cousin had more in common with the elders than people her age. He begins to quickly tap the table as he looks outside to the desert, impatiently waiting for their visit to Aunt Vera to end before it even begins.

"I don't know why you're complaining, you'll be the only one that won't go visit her" Gwen throws a frown at Ben for his disrespectful attitude towards the whole idea of visiting Vera, especially since he won't even be doing it

"I'm not?" Diamondhead raises a eyebrow as he stopped tapping his finger on the table, surprised by what Gwen said as he expected her to say something about spending time with your elders or the like

"As much as I would like for you to spend some time with your Aunt, we can't exactly show Ben to her in his current situation. I don't think Vera would react well to your alien forms" Max explained it as they couldn't really describe the whole situation to Vera, surely she would collapse from shock of even seeing Ben in one of his alien forms

"Specially considering how ugly you already were before changing into giant bugs and other aliens from space" Gwen threw in a slight insult towards Ben who ignored it entirely due to the happy news he had just received

"So I can just stay in the R.V and do whatever I want? Maybe this won't be so bad after all" Ben said in a much more relaxed tone as he leaned back on his seat, being stuck transforming between aliens was finally showing an up side that he hadn't thought of before

Meanwhile in the retirement complex, On her lawn, aunt Vera was speaking about the Tennysons visit with Marty, a neighbor of hers.

"It's been years since I've seen Max and the kids! I'm not sure I'll even recognize them! Stop by and say hello." Vera said as she reminisced on the last time she saw both max and the two cousins

"I'd like that." Marty said as he waved goodbye at her as he made his way to his house, entering it. He closed the blinds and puts on a scary movie as he gets a bowl of snacks next to him. A sentient green glob of liquid suddenly slithers up next to the bowl. Marty gasps in horror when he first feels it on his hand.

"Help me-!" Marty screams as the glob jumps to his face, muffling his cries of help

The Rust Bucket finally enters Vera's retirement village. As it drives past old folks' homes and some people out on the sidewalk.

"This is gonna be soooo boring for you! Their idea of excitement in this place is probably watching the grass grow, I wouldn't want to be you right now." Ben says in a mocking way as he is now transformed into Ripjaws, looking out through the window just in time to see an old man is climbing on his roof, trying to reach his satellite, but starts slipping down. Instead of falling off, he makes an expert Olympic-level backflip off the roof and lands safely on the ground, just as the Rust Bucket passes by.

"Woah! Did you see that?!" Ben said as he pointed at the window, Gwen looks out her window and only sees old people doing mundane stuff.

"See what? The heat must be frying that fish-sized brain of yours" Gwen commented sarcastically as Ben frowned and crossed his arms together. Not long after, The trio have arrived at Vera's. Ripjaws waves them goodbye with a smug face, before waving himself to cool down the heat coming from the bright sun through the window

"Seriously, why do old people have to live where it's soooo hot! I need some water" Ben said as Gwen surprises the small alien by spraying a water gun at him. "Hey!"

"What? You asked for water" Gwen laughs and runs away outside. Instead of running after her Ripjaws just looks through the window across the ward, Marty's window catches Ben's eye. Marty is looking at him through it without even a sign of surprise by his Ripjaws transformation. He hisses at Ben, cracks his neck in all directions before shutting the blinds on him.

"Huh, they really make you feel welcome here... Guy wasn't even scared of a giant fish monster, his eyesight must be really bad..." Ben said, creeped out immensely by whatever that was, as he wondered if necks could crack like that before he was pulled away from that thought by his thirst, Ripjaws was a terrible alien to be turned into while on a super hot desert

"Just watch your cheeks, Vera's a pincher!" Max warned Gwen as he pressed the doorbell, a few seconds later aunt Vera came and opened the door

"Max!" Vera shouts as she held her arms out and grabbed Max in for a hug, with the old man reciprocating the affection back by tapping on his sister's back, as Vera lets go of the hug after a few good seconds

"I can't believe you're finally here! And look at you! So grown up!" Vera says as she leaned down to look at Gwen, before she pulled her to a hug, pinching her cheeks afterwards

"Oww!" Gwen exclaimed as she passed her hands on her now sore cheeks from the pinching

"Where's the little Ben? I thought you were bringing both of them on your cross country summer"

"Ben had to... Go out to summer school, he slacked too much on his classes so he needs to pick up the work right now"

"Aw what a shame but please come on in! I can't wait to chew the fat with all of you." Vera said before inviting them into the house, they were unaware that Marty was watching and hissing at them through the blinds of his house. While Vera showed them the house and even shared a gelatin mold made of things that shouldn't be Jell-O, Ben was in the RV playing around, as he was in the moment turned into Upgrade, using his power to merge with technology, use Gwen's laptop without knowing her password to access it, as he turned it into a more powerful machine that he was currently using to try and find a way to watch the Sumo Slammers that were airing in a different country since they apparently had the episodes of the new season of the show early, but was finding no success

"Ah man, the connection isn't strong enough? I'm literally a super computer right now!" Ben complained as he unmerged from the laptop and pouted while crossing his arms annoyed

"Whatever, I need a walk" he says as he walks out of the Rust bucket. He begins to look around the neighborhood for something to play with.

"There has to be something fun to do around here..." Upgrade looks around and sees a neighbor's golf cart that more than catches his attention, a mischievous grin forming on his singular circle eye "Time to speed up this place..."

He drives the golf cart down the street after fusing with it, going on an incredibly high speed as he did tricks with the cart. People on the sidewalk are surprised, as they see no driver behind the wheel of the seemingly out of control golf cart with what seemed like jet booster coming from the back. Upgrade only drives for a bit before he catches whiff of a smell and goes to investigate,

"Apple pie!" Upgrade whispers as he sees an apple pie is sitting out on a windowsill so It could cool off, he moves through the ground as a puddle of metal before raising his head to look at the pie. Ben takes interest in the pie's cook before seeing an old lady trying to swat a fly in the kitchen. The fly rises above her fly-swatter's reach and lands upside down on the ceiling. The old woman suddenly springs up on the ceiling and eats the fly right off it

"Eugh! No way! Ninja old people!" Upgrade says in a whispering voice as he watched the old lady land back on the ground and crack her neck, very similar to Marty. Ben loses interest in the pie, as he turns around and sees Marty himself driving the golf cart. As he passes the fly lady's house, her automatic sprinkler system kicks in. Marty freaks out at the sight of the sprinkler and swerves the cart around it, to the point of breaking a sweat. He drives off, carrying a rolled-up rug behind him in the cart

"Wonder what 'Mr. Friendly's up to..." Upgrade says as he starts to follow the suspicious Marty until both arrive at a gated-off dumpster site. Marty stretches his legs beyond human capability and carries the rolled-up rug over the fence gate.

"This place just keeps getting weirder by the minute." Ben comments as he looked through the gate. Marty pushes one of the dumpsters aside, revealing a trapdoor underneath. As he opens the trapdoor, the Omnitrix starts to time out and as it turns Upgrade into Fourarms. The noise and light immediately alert Marty as his head rotates completely behind himself. Ben gasps as Marty lets the door and rug go, turns the rest of his body around, and roars at Ben.

"I uh didn't see anything!" Four arms screamed and took a step back, Marty launched a hand at Ben by stretching his arm far more than it should naturally. Ben squirms before punching it away, the arm seemingly splatting itself before recomposing it back to the body

"What kinda of vitamins are these freaky old people taking? What even are you?" Ben said to himself before Marty jumps at him to try and tackle Four arms, who grabs him and throws the old man away against a wall which only slowed him down for a minute before he was back up again

"We don't take kindly to meddling tetramands around these streets" Marty said as his body warped and shifted, clinching a hand as he walks towards Ben with his bizarre demeanor

"Dude I don't even know what you're talking about" Four arms responds as he in turn takes a battle position, running towards Marty ready to deliver a left hook that gets dodged by Marty shaping his body to simply avoid the hit. He then uses this to wrap himself around Ben like a viper to clinch him but Four arms is able to break himself free with a intense flexing of his muscles, grabbing the upper torso of Marty and slamming against his own legs. It takes a while for Marty to reform which Ben uses to make a run out of there

"What is going on around here? I gotta go tell Grandpa and Gwen before..." Four arms stop his talk as he hears footsteps coming behind him as Marty is running right behind him, but along with him other elderly people were running the same way. Ben turns around and prepares his arms for a double sonic clap, a move he saw in a comic book, that pushes back the elderly to the ground a good distance away, before he has a time to relax a elder woman jumps on his back and begins to wrap her elastic arms around Four arms neck

"Ghrrrr! How many of you freaks are there?!" He said as he grabbed the old lady and threw her away, he hears a growl as he turns around to see a golf car thrown at him, he catches it as it barely hits his face, holding it up his head. One of the strange old folk grabbed a pair of gardening scissors and threw them with great force at the car's fuel tank, causing it to start leaking

"Huh?" Four arms mumbled as the fuel fell on him as he wondered what was the point in that before he saw a old man with a lit smoking pipe on his mouth as he threw it at Four Arms feet, causing the small embers to make contact with the fuel

"Ah" it was all Ben could say before the car exploded on him, the group of old people looked at the blazing vehicle wondering if that had done the job to get rid of the Tetramand, the destroyed golf car was tossed to the side as Four Arms walked out of the fire, a very angry frown on his face as he had embers covering him

"I don't care what you guys are anymore, you're going down!" He shouts as he grabbed the destroyed automobile and ripped it in half as he threw the two pieces at the group of old folk as some are hit while the rest disforme their bodies to avoid it, Four Arms runs at them as he started to punch and crush the freaky retired people to not much success as they just seemed to get back even as he literally turned them to paste on the floor

Ben was starting to hope that the watch would turn him into Ghostfreak or Heatblast just about now since Four Arms was proving to be useless against these guys, as it didn't seem to matter how hard he punched it, no results came from it. He was stuck in the back feeling a sharp sting of pain as he looked to see a old lady had turn her hand into some gooey blade that was impaling him, thankfully his skin and muscle density was so thick it prevented it from piercing too deep, he used his lower set of arms to try and get the blade out, but was meet with more old folk jumping and biting him

He spins around to get them off his body, taking a moment to breath before he was hit away with a light pole, being launch into a fire hydrant and breaking in half due to his girth, as stream of water is spraining water upwards like rain

"Ugh... You guys are no joke" Ben said with a pained groan as he got up to see the old people looking scared at him as he was covered wet by water, they wince at the sight and run away as Ben is just left there stunned

"Okay...what just happened here? They were handing me my butt and now they are scared?" Ben asked himself confused, wondering why his pursuers ran away scarred, as the watch begins to beep as in a green flash he was now Stinkfly. Close to sundown, Ben was finally able to get back to Vera's house after flying through the neighborhood, as he rushes inside

"Grandpa! Gwen!" Stinkfly shouted their names as he ran towards the inside of Vera's house, but instead he finds Vera in the kitchen as he awkwardly freezes in front of the terrified Vera

"Uhmm... Hi aunt Vera..." He tries to put a reassuring smile along with a friendly wave of his arm, but all it results is Vera screaming at the top of her lungs before fainting which makes Gwen and Max come to the room as soon as they hear the scream. After taking Vera to her bed, the Tennyson Trio goes back to the kitchen to discuss "You guys are not going to believe what I-"

"Shhh, your Aunt Vera's is unconscious in bed because of you! What are you doing here? I told you not to leave the Rust Bucket" Max said as he quickly silenced his grandson, Ben took a step back at his grandpa speaking to him in such a tone, but he sort of understood why he would be mad

"Look I'm seriously sorry, but how could I know she would be awake here? Don't old people sleep super early or something?" Ben said before shaking his head side to side to regain focus on the serious matter he had at hands as he started talking quickly "Nevermind. Listen, this whole place is way creepier than I thought. First, this old lady runs up a wall - and then munches a fly! Then Marty, that weird next door neighbor, i-is an "E.T." or something! In fact, there's a bunch of aliens here pretending to be old people! With faces on the back of their head with nasty teeth, and these long sticky arms and these body that oozed right through things and-!"

"Ben, you snuck out. Entered Aunt Vera's house and scared her into fainting!" Gwen interrupted him, not caring If his story was true or not, as she was mad for him almost killing their aunt from a heart attack from sheer shock and fear

"Ah, she's old, she'll forget this. Okay, I say I go guns blazing and we check out Marty's apartment and the dumpster with the trapdoor before the aliens get us!" Ben said as he pointed back and slammed his insectoid fist together, although he wondered how would he faired against those slimy aliens as different alien, maybe Heatblast would be the solution here.

"Well, maybe we should do some investigating, but you gotta stay as something less eye-catching!" Max said as he pointed at his grandson, as he coughed in his hand "Us old fogeys don't forget as much as ya think!" He says in an old man voice as he winks at them and leaves the room.

"You know, ever since you've had that watch, you're like a magnet for the weird" Gwen said to Ben, noting how their trip had taken a turn to the bizarre thanks to the alien device

"You're right!" Ben says as he makes his body snap and point to Gwen like a magnet

"Very funny" Gwen responded sarcastically at her cousin's joke. Later, the family entered Marty's apartment with Max cracking open the door just a tad before calling out

"Hello? Anyone home?" Max asked, When nobody answered, he shushed his grandchildren before they entered the apartment with hesitation in their walk as they saw the place was deserted and filled with creepy shadows that scrawled upon the walls. They also heard a ticking noise followed by a ringing made by The pendulum of a grandfather clock that swings to and fro as the trio walk past it. Something suddenly startles them, but Max turns on the lights, as it was only a jacket on a coat rack, blowing from the open window beside it.

"Well, nothing here seems out of whack..." Max said as he analyzed the empty apartment, not noticing anything too suspicious

"Except for what he rolled up in his rug - that was right here!" Stinkfly says as he points to a rug outline on the floor, leaving Max puzzled. "He was taking that rug to the dumpster, we should head there next!"

"*Yawn* speak for yourself, bug face..." Gwen said as she was feeling tired and ready to lay down in bed

"It's late Ben, we should all go to sleep" grandpa Max said as Gwen nodded at the notion, but Ben wasn't ready to go to sleep knowing there were aliens still at large doing suspicious stuff

"But, Grandpa-!" Ben began before Max interrupted him

"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. I'll be in the guest room if you need me, and you better go to the Rust Bucket before Aunt Vera sees you." Max said before leaving them alone as Ben reluctantly nodded but kept looking around himself for a surprise attack. At that night, as Vera sleeps, another sentient green blob makes its way into her room. As her limp arm falls off the bed, it crawls up it. Just as Vera wakes up, it wraps around her mouth and eyes, preventing her from screaming. In the morning, Ben, now transformed into Ghostfreak, opens up Vera's fridge.

"Prune juice, prune juice, and- oh, what a surprise -more prune juice! Why does it seem old people were always old?" Ghostfreak said as he looked through the fridge before he turns to Gwen as they then heard the sound of footsteps coming down the stairs, Ben turns invisible as to not be seen by his Aunt and cause her to faint once again

"Morning Aunt Vera! How'd you sleep?" Gwen asks with a smile as Vera enters the kitchen, though something felt off about her

"Just...fine. How 'bout you?" Vera asks with little emotion in her voice as she looked at Gwen in a very cold and uncaring way

"Fine, Aunt Vera" Gwen responded a bit concerned at this display by her aunt, but she just accepted as to not annoy her.

"I made you some coffee" Gwen says as she brings her a tray with a mug of coffee and a glass of water, but Ghostfreak purposefully makes her trip and spills both of them on the floor. Just before the spilled water makes its way to Vera's shoes, she jumps up and holds a perfect split against the walls.

"CLEAN IT UP! CLEAN IT UP RIGHT NOW!" Vera ordered as the kids looked absolutely shocked at the sight of it, stunning both kids

"I'm sorry!" Gwen apologized before she cleaned up the coffee and water with a towel. Vera then jumped down once it was cleaned up and glanced over to see the empty guest room where Max was sleeping.

"Where did your grandfather go?" Vera asked as she looked around before turning her gaze to Gwen as Ghostfreak watched over her suspiciously, Ben would be dissing out punches at her but he held back as this could very well still be his aunt but it felt like a part of him was ready to go violent

"He said he was going for an early walk" Gwen responded, still a bit weird out from Vera's previous outburst

"...Well, behave yourself. I'll be back soon" Vera said before she leaves the house, with a strange smile on her face

"She's totally one of them!" Ben said to Gwen as he made his way closer and as soon as he was sure that the fake Vera couldn't hear him

"One of what?" Gwen asked, wondering just what looney idea her cousin had this time as he made himself visible

"Whatever's possessing these old people. Something or someone's gotten to Aunt Vera, and who knows how many other of the fossils around here? I didn't count but there were plenty of freaky old geezers when I brawled them as Four Arms yesterday" Ben explained to her, Gwen wanted to doubt him but at this point she was willing to give it a chance considering how strange Vera was acting and all the weirdness they had seen already. Some time later, Ben takes Gwen for a walk through the village, taking alleys and out-of-site paths.

"So, where we headed, Sherlock?" Gwen asks sarcastically as she tightens the backpack she brought with her while having Ghostfreak close to her shoulder as he kept himself invisible. Gwen quickly hides behind the corner of the alley while Ghostfreak stands mostly in the same place as he could just pass through things. Some old folks walk past.

"We need to get to that trapdoor by the dumpster" Ben says as he motioned Gwen to hold back, waiting for the folks to walk further before quickly crossing. Meanwhile in another part of town, Marty and another old man stand shifty-eyed were waiting by a wall as Vera walked up to them

"Is the food supply ready for transport?" The fake Vera asks them and the two other nod in response

"The pods are in the final stages of gestation. What about the outsiders?" The impostor Marty asked her, wanting to know how to deal with the meddling aliens

"The kid is too chewy! She needs to age more before she gets nice and tender..." Fake Vera responds as she spoke of Gwen like she was live stock

"I'm not talking about eating! A Galvanic Mecamorph, a Piscciss Volann and some Tetramand were seen going around here and a Lepidopterran was seen flying shortly after, they are unwanted attention!" fake Marty says but fake Vera only response was a malicious smile. The kids continue, now closer to the dumpster site as they walked the street.

"It's right over there!" Ben said as he pointed forward, the path still fresh in his mind thanks to the frenetic tussle he had with Marty and the other old people, and Grey matter brain's helping him remember the whole thing with analytical clarity, after he drew a map of the place to use as reference

"Just follow the disgusting smell." Gwen says as she walked towards the place, not too fond of the idea of going dumpster diving

They pass by two old ladies, innocently playing what looks to be street curling with small pucks. Ben and Gwen keep their eyes on them. They suddenly hiss with sharp yellow teeth and whack the pucks in their direction.

"DUCK!" Ben shouted as Gwen evades one of the pucks thrown at her

"RUN!" Ghostfreak screamed as Gwen runs away. While she bolt away as pucks were flying after them, Ben punched one of the ladies and threw her against the other before following behind Gwen. They hide behind a corner and catch their breath, thinking of what to do next when Max is suddenly there.

"What's going on?" Max asked as the two cousins hug him before breaking away

"They're everywhere!" Ghostfreak said as he made his singular eye go to the back of his head inside his cloak skin to see if any more strange old people were in their pursuit

"I know!" Max says as he smiled at them, revealing that his teeth were green and sharp. He starts stretching his arm, just like Marty. "Come here, I'll protect ya!" He finishes before roaring like a beast at them. Ghostfreak swiftly delivers a punch to the fake Max's face that made him stumble back a bit, as he stared to whale on the old man, but his punches were having no effect as he looked at how fake Max's face seemed to pop back into shape like rubber after being hit

"Let's get out of here!" Gwen shouts as the two start running away but get stopped by Marty, Vera, and another man, all holding up a car. Fake Max is behind them.

"Ooh, this is not good!" Ben says as the car is thrown at their direction as Ghostfreak made himself intangible while Gwen narrowly dodge out of the way of the car, just as Fake Max tries swiping at them as he gets crushed by the car.

"No!" Gwen cries out instinctively thinking about if Max was injured, as green slime flies out from under the car and assembles into Max, save for his left eye, which is bright green and orange.

"Come on! The trapdoor!" Ben said to Gwen as he pointed at the trapdoor while his Omnitrix begins to beep, Gwen runs to and finds a passage under a dumpster, while Ben stands against the fake elders as Ghostfreak. As she tries to move the dumpster, Ben's Omnitrix flashes and turns him into Wildmutt. Gwen still struggles, so Wildmutt simply takes the dumpster and throws it at the elders. He slobbers at Gwen, "motioning" to the trapdoor.

"Got it!" Gwen says as Wildmutt pants behind her, before he resumed to looking back at the elder and to attack them If they aproached "That's scary, I'm starting to speak mutt..."

The elders are back up on their feet and run after the two. Gwen opens the door to a giant pit, leading underground. With no time, Wildmutt bucks her up on his back and leaps down into the pit.

"Woah!" Gwen says as they're falling, Wildmutt tries to slow their fall by digging into the walls of rock, though they still hit the floor pretty hard.

"Does the expression 'look before you leap' mean anything to you?!" Gwen screamed at Ben for their rough landing, She looks above them and sees the elders are crawling down after them.

"Move it!" Gwen shouts as she pulled some of Wildmutts hair, Wildmut speeds down a dark tunnel for a while, only stopping when he comes to a split path as Gwen gets off him.

"These tunnels must go under the whole complex!" Gwen says as she looks at the tunnels while wondering if the aliens had escavated this or if it was naturally formed. Far behind Gwen, a pair of red eyes stalk her in the dark. Wildmutt starts sensing with his gills, and makes out the outline of Fake Max, just as he tries to grab Gwen with his stretchy arms. Wildmutt clamps down on the arms and pulls Max into a wall, but he quickly gets up. Wildmutt stands protectively in front of Gwen and charges at Max, but Max grabs Wildmutt by the neck and suplexes him. As Wildmutt gets up, Max punches him repeatedly while smiling, though Wildmutt's spines quickly stand up and he gets a second wind. Wildmutt snaps his jaws at Max and shoulder-bashes him into a wall, Subsequently grabbing his arm with his mouth, shaking the fake Max all around until he launches him across the cave. Wildmutt runs to Max while he is down and raises his arms as he prepared to finish him.

"You wouldn't wanna hurt old Grandpa Max, now would'ya?" Fake Max says as his left eye forms back into Max's. Wildmutt winces with hesitation for a moment, giving Fake Max the opening to quickly kicks him away and twists himself back on his feet, Gwen runs up and climbs on Wildmutt's back.

"Hey, "short, dumb, & hairy"? Rule 1: he's not Grandpa, he's an alien freak! And that leads to Rule 2, which is we kick alien butt! You didn't have a problem hitting him as Ghostfreak!" Gwen told him as the alien dog hears her for a moment before looking back at the imposter, Wildmutt angrily charges at Fake Max, smacking him into a wall with enough force for rocks to crash down on him and bury him for good. Wildmutt suddenly senses something big.

"What?" Gwen asked him as Wildmutt sniffed the air before he bolts off in a direction, taking the left tunnel, as Gwen struggles to hang on to him.

"Woah! You don't come with seatbelts, remember?" Gwen shouted as Wildmutt continued to run through the tunnels as the Omnitrix starts beeping red just as they are about to hit a wall of wooden boards and moss.

"Look out!" Gwen screamed as she braced for impact as the two just barely manage to crash through the wall before Wildmutt turns into Heatblast.

"Hey, freakshow! What do I look like, a crash test dummy?!" Gwen said as she punched him in the shoulder before regretting it due to his hard and hot skin, Ben groaned but mostly ignored it as it felt like a tickle more than a punch

"Listen, I don't know what it is, but I picked up some kind of scent in here." Ben said as he started walking through the tunnel, following the direction he felt the smell originating from all which was weird for both considering the lack of a nose he currently had, all the while having his left arm with a fireball ready to strike and to brighten up the place more. They walk for a bit and find that the tunnel leads to an enormous room, with a large spaceship in the middle and small green pods lining the entire floor. They walk for a bit among the pods, Marty's unconscious body visible in one of them.

"It's like everyone in Retirement Village has been podded up!" Gwen says as the two walk around the pods as Ben looks to another pod and sees-

"Grandpa!" Ben shouts as he slammed a fist into the pod and it cracks open. Max's body falls out and comes to.

"Huh, I was out for a walk, and then...can't remember what happened next." Max groaned as just remembering anything before the walk was nearly impossible, Ben reaches for another pod to crack open

"I wouldn't do that If I were you...!" The Fake Vera warned as she and the remaining fake elders advance on the three Tennysons.

"Well, you're not me!" Ben responded back as he looked at the group of "elders" ready to throw down hands with them

"Not yet, I'm not!" The imposter Marty said as he and the others morph into their true selves, green liquid aliens with orange eyes and pink internal organs, known as Limax.

"You can fill me in later!" Max said as he and his grandsons back up from the approaching aliens while Ben shot at Limax to give them cover fire. Gwen accidentally touches the back of the ship with her hand and "activates" it, revealing a doorway to more pods loaded onboard.

"Look what's back here!" Gwen said as she looked at the interior of the strange machine and the dozen of pods inside

"Their ship!" Max exclaimed as although it looked outer worldly he could still make out a bunch of stuff inside that resembled control panels for a large vessel

"They found it! We can't let them out!" A Limax said to the others

"Get the pods on board, they've been marinating long enough!" A second Limax exclaimed

"Marinating"? Max said as he raised a eyebrow in confusion before realizing that the aliens planned to eat the retired citizens

Gwen looks inside the ship and sees Vera inside one of the pods on a wall. "They've got Aunt Vera!"

"You guys are really getting on my nerves!" Ben says as he clinched his fist before rushing in to throw hands against the Limax

"Now, I'm going to return the favor!" Heatblast says as he unleashes a wave of fire on the Limax. But instead of being damaged, they are unaffected by it as they start to grow into a singular giant combined alien and speak in one voice.

"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?" The giant Limax said as they laugh at the pyronite, Heatblast frowns and starts punching the Giant Limax's leg. They grabs his arm and throws him repeatedly on the ground. They looks behind and sees Gwen and Max carrying pods out of the ship, and spawns two small Limaxes from its back to deal with them. One of them swipes at Gwen, but she ducks and it only knocks her backpack over. All of its contents, including Gwen's water gun as it spills some drops of water on the floor. The two Limaxes suddenly see the gun and run away from it in fear. Gwen notices this and grabs the gun as she sprays them through the head, causing them to screech and collapse into liquid on the ground.

"THEY HATE WATER!" Gwen screamed in disbelief as she looked at Heatblast, who was still struggling in his fight "like Aunt Vera, when she was in the kitchen!"

"Or Marty, when I crashed into the fire hydrant!" Heatblast said as he is suddenly grabbed and held up by the giant Limax, Ben notices a water pipe above them, and shoots fire at it from his mouth. The Limax tries to dig into Heatblast's eye, but he continues firing. The pipe eventually bursts, spraying water and causing the Limax to drop Heatblast in pain. Heatblast runs away as the Limax starts to come falling down.

"See ya, slimeball!" Heatblast said as he watched the giant being reduce to a large puddle. Heatblast picks out the liquid in his eye and tosses it. At the ship, Gwen and Max finish carrying out the last of the pods, just as the ship starts to make a whirring noise, indicating it's about to take off.

"Sorry, there's no drive-through service here!" Max says as he runs out, the last liquidy remains of the Limax crawl inside and the door shuts. The ship shakes the ground and rises up out of the crater it created, tunneling right out of the cave and bursting onto the moonlit desert above, where it zooms out of Earth's atmosphere. The Tennysons are now in an empty room, surrounded by the entire population of Retirement Village.

"...We should put them all back in their condos, so they'll think they never left." Max suggest as he looks at all the pods in the cave

"That could take hours." Gwen complained as she sits against a pod as she was absolute exhausted from moving the ones inside the ship a few meters away

"Gimme a few minutes, I'll see if I get XLR8 or Fourarms to help out." Heatblast said as he looked at the watch symbol on his chest. After waiting eight minutes to transform again into Grey Matter and another ten for the omnitrix to change him again, Ben used XLR8 to take the pods and the people inside them to their houses, concluding the job in a less than a hour with still a minute before transforming again.

The following morning was the end of the weekend. As Max and the two cousins were preparing to leave, Max went and gave a goodbye hug to Vera.

"Don't be strangers! Visit any time" Vera says as she broke away from the hug

"We will." Max said as he went inside the Rust bucket to get it warmed up and running

"Bye Aunt Vera!" Gwen said smiling as she waved at her

"Bye dear- Oh, this is for the road! This one's lime with chunks of grouper and chick peas!" Vera says as she hands Gwen a green mold of hers in a glass container, as Gwen is forced to put on a smile.

"Uhh, thanks" Gwen says as she hugs Vera and takes the gelatin mold to the Rust Bucket with hopes that grandpa might eat it.

"Ah! That reminds me of the oddest thing, I remember dreaming of a giant big coming to the house thinking I was his aunt, isn't that weird?" Vera said as both Gwen and Max look at each other before giving their final goodbyes. As the Rust Bucket leaves the desert, it passes the giant hole the Limax spaceship left. Down it, and back through the caverns, the Limax that impersonated Max crawls out of buried rocks and slowly creeps along the tunnel floor...

Chapter Text

In the orbit of Earth, within Vilgax's ship, Vilgax watched the monitor from his stasis tank. In the training room, there are three aliens: one is a yellow humanoid robot with one giant claw-like pincer on his left arm and four spider-like legs, the second is an armored humanoid with a backpack-like device, multiple slots on his body and has violet visor; and the last but not least is black-armored humanoid with bulked body, carried a hand cannon on his gun pocket and has a small green, diamond-shaped visor.

"Begin the demonstration." ordered Vilgax in a raspy voice due to his still healing injuries. Multiple drones appeared and start shooting at the yellow robot. He grabbed the drone with his claw-like pincer and crushed it, spilling its oil on the floor. Then flawlessly pull out his sword and slice the approaching drone in half, which exploded. More drones approaches them and the purple and black armored alien pull out his guns and blasted the drones within seconds. Now it came a large drone from the beginning.

The black and grey warrior tossed a disk and it transformed into a hoverboard. He rode it and flew toward the robot. The robot fired powerful laser cannon and blasted the black warrior, releasing a powerful explosion. The dust faded and emerged the warrior but he seemly suffered no damages. He jumped toward the robot, swung his fist and bored through the robot easily. The robot exploded into pieces after he land on the floor.

"Your abilities are very impression. You're all hired. Here is your mission: You must retrieve the Omnitrix and bring it to me. The one who succeed will be rewarded." said Vilgax as the alien bounty hunters obliged by nodding their heads. They soon were jettison from the ship and headed for Earth below

In the middle of the wasteland, Max had constructed a small target practice structure of strung up tires and soda cans, Gwen was sitting by in a chair taking in a sun tan

"You ready?" Max asked his grandson, who was already inside the structure, as Heatblast smirks with his arms crossed.

"Oh yeah" Heatblast said as he gave a thumbs up

"Remember to think out there, Ben. Don't just try to muscle it. Might isn't always right!" Max gave him some advice to keep in mind for this, since Ben couldn't choose when he turned into a different transformation, Ben had to be ready to evaluate the situation as soon as he changed forms. Know that some fights are better left to other forms, that not every problem can be won with brute force

"I know, but it's more fun that way! Plus, thinking is what Grey matter is good for" Heatblast said before he formed a fireball on his hand and motions for his grandpa to start. Max pulls a lever, sending six cans flying in the air. Heatblast spins around and fires six small fire projectiles, piercing each one into a crisp. Max pulls another lever and makes target boards lower behind Ben, who spins around and shoots them. Heatblast has restless fingers and excitedly shoots cans from behind his back and a target cactus in front. He somersaults and nails some pull-up targets a fair distance away. He puts a smug face and blows the smoke out of his "hot" finger

"Show-off..." Gwen said as she observed him train from a lounge chair while applying sunscreen into her hand and started rubbing it in

"Focus, Ben. Think!" Max said as he pushed another lever of the contraption, strings moving throughout the place

"Don't worry, Grandpa." Heatblast said as some cans come flying at him from behind. He bobs out of the way and shoots them behind his back, but doesn't notice a tire swinging towards him. It beans Ben in the face, knocking him back and causing him to shoot flames everywhere accidentally. Max takes cover. Gwen screams and hides as the fire hits her chair and sunscreen bottle. As she starts crawling out from under a table, the melting sunscreen lands close to her foot.

"Urrgh!" Gwen angrily groaned as she looked at her cousin.

"Oops, my bad" Heatblast said while getting up, laughing relieved at Gwen being fine despite her expression. As they wrap things up and leave the structure behind, the Tennyson trio begins to drive away in the Rust Bucket,

"You charcoal-head, you almost turned me into a burned crisp!" Gwen complained as her cousin couldn't stop being careless with his transformations, he was too confident in himself because if he had paid attention, they wouldn't even be discussing this right now.

"I said I was sorry. What else do you want?" Ben shrugged as he did feel sorry for the thing, but it was an honest mistake what else does she want?

"What we want is for you to take that thing on you more seriously, Ben. It's not a toy. You've got to think when you use it." Max spoke as the device was unpredictable, there was still a lot they didn't know so Ben shouldn't be acting like he is a expert on it.

"I know, but come oooon! You guys have seen me in action. I'm the baddest Ben in town! I've kicked so many alien butt, my feet hurt!" Ben says as he puts his feet on the table, annoying Gwen that pushes them off

"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!" Gwen angrily said, getting sick of his attitude by now

"Dream on, geek face!" Ben responds, the Rust Bucket starts sputtering and slowing down on the road.

"Uh oh, that doesn't sound good." Max said it wouldn't be good for the R.V to break down while they are in the middle of nowhere. Meanwhile, the hoverboard bounty hunter monitors a tracker that has led him to Max's Rust Bucket

"So this is what the Omnitrix wielder uses to move around." He said in a cold and serious tone, as he observed it move along the highway. The two other hunters, SixSix and Kraab, watch him from a cliff. SixSix begins speaking to Kraab in an alien language that sounds unintelligable to human ears, then flies after the Rust Bucket with his jetpack.

"You can say that again. A piece of junk like that is better off as space dust!" Kraab exclaimed as he looked at the wasteland in front of him, wondering how in the celestial sapiens name would the Omnitrix end up in such a low end planet, where the best mode of transportation was a broken down vehicle that couldn't lift off the ground. Kraab leaps up and spins his four legs very fast, acting like a drill and burrowing into the ground

"When is the next stop? It's nothing but desert here" asked Ripjaws as he was already getting irritated with the heat, squeezing a water bottle onto himself to cool down

"Not for a while. My IntelliMap program says that the closest town is Slaterville. Incorporated in 1857 after the discovery of silver. Went bust in the late '50s when the mine ran out, now it is pretty much a ghost town." Gwen responded as she read her laptop screen, which her cousin thought was the most boring thing ever

"Why does everything out of your mouth sound like a book report?" The alien fish rolled his eyes as he laid his head on the table, waiting for this portion of the trip to have some fun in it, unfortunately, Ben would get what he wanted as a small buzzing sound came in closer

"Hey are you guys hearing that?" He commented as the sound of something heavy was approaching, sounded like a jet engine which didn't make sense. Until SixSix crashed through the roof of the R.V and before Ben or any of them could properly react, the bounty hunter tackled Ripjaws through the side window of the Rust Bucket as he took of in a elevating arch

"Ben!" Both Gwen and Max screamed as they looked over his abduction, the Rust Bucket stopping dead in it's tracks.

"Who... Are you?" Ripjaws struggles to talk as the grip on his throat was strong, SixSix didn't respond in anyway that made sense to Ben as the bounty hunter actives within his other arm a electrical knife coming out of his wrist, Ripjaws doesn't waste anytime and opens his jaws as large as he could before taking a bite of the bounty hunter's armor. SixSix infuriatingly let's go of his grip as he observed the armor damage, all the while Ben fell hundreds of feet in the air

"Now would be a great time to get Stinkfly, please!" He said while having both hands in a prayer as his fish eyes couldn't quite compel the terror he was feeling over becoming splat, however something swooped in to grab him by the leg and cancel his fall, it was the hoverboard bounty.

"You're coming with me" the hoverboard bounty hunter said as he was soaring through the air as fast as he could, wanting to make as much distance between himself and the other hunters to make his take off with the Omnitrix easier and not to be interrupted with

"As if!" Ripjaws exclaimed as he tried to fight back at the bounty hunter, going as far as biting him in the arm only to feel pain in his mouth from the action of biting something so incredibly hard, something that never happened before. "Ouch, you're as hard as Diamondhead!"

"This will be best if you stay-" the watch starts beeping, signalling a form change as a flash of light momentarily blinds the hoverboard bounty hunter, afterwards he sees that Ben had turned into Ghostfreak who easily escapes his grip

"See ya" he disappeared from sight using his invisibility, the bounty hunter stops in the air and uses the Omnitrix tracker to see the direction he went, but it would seem that he is... Right below him, before he can properly react Ben grabs his device and smashes it "Sorry, was that important?"

"Not as much as this" Tetrax shoots a gun at the ghost, creating a form of net around Ghostfreak that be couldn't phase out off nor turn invisible, so all he could do was try to distance himself from the bounty hunter.

Meanwhile Gwen and Max are racing along the road to catch up with Ben, who they could barely see in the air high above.

"Who was that?" Gwen asked since that purple alien just came in out of nowhere to break though the Rust Bucket to grab Ben, it was something completely unexpected if she could be honest but now she was worried with what her cousin was doing up there

"Nothing good, that's for sure" Max stepped up on the gas as he saw the two figures in the sky moving somewhat to where the road is leading up to, as Ben was doing his best to escape the hoverboard alien, facilitate a little bit when the other bounty hunter with a jetpack came in. He could try to get both of them to collide, the jetpack one being more reckless in his chase compared to the hoverboard, but once coordinated Sixsix is able to grab Ben by the Omnitrix symbol at one point while Tetrax begins speaking.

"This isn't a game, you will come with-" the Omnitrix started beeping as a yellow light flashes in the device, catching all of their attentions

"Already? Hasn't been 10 minutes yet" however Ben failed to notice the yellow energy building up in the watch as it exploded in a spherical blast, sending both of the bounty hunters flying as Ben plummeted towards the ground now transformed into Diamond Head, so the Tennyson has to think quickly and makes a ramp of diamonds to carry his momento into another direction, allowing him to land safely.

"That was odd, but now I can get some distance from-" he can't finish his sentence as Kraab emerges from the ground and starts to wrestle with Diamond Head, who tries to take the surprisingly strong grub of the robotic crustacean out of him.

"This is going to hurt you, much more than me" the bounty hunter said as he aimed his smaller arm at Ben's abdomen, with a small device releasing a sonic vibration that runs through his entire body, causing the jewel alien great pain as he begins to shatter.

"AAARGH!!" Diamond Head screamed as he could feel the cracks forming in his body, in a moment of desperation he created a bunch of spikes around his body which successfully hurt the Kraab, causing him to release his grip since one of his legs got damaged. Breathing heavily, Diamond Head begins to run away as best as he could

"Where do you think you're going?" Kraab asked as he took aim with his large pincer, preparing a blast shot clean to diamond head when a large horn came from behind him, turning his head backwards to see the Rust Bucket come in hot. Kraab took notice of the one driving it, he looked older but there was no mistaking it

"Is that Max Tennys-" the mercenary gets run over before he could finish, Gwen looked through the back window to see just how badly he got beaten up, although his head quickly lifts up to stare at the vehicle, causing her to gulp. They briefly stop to pick Ben up, before going as fast as possible to the nearest town to hide, meanwhile the other bounty hunters converge in Kraab's position

"Can you move?" The hoverboard bounty hunter asks the robotic crustacean as the latter tries to get up, almost tripping due to one of his broken legs but is able to stabilize himself.

"Hardly, but that won't stop me from getting that reward." Kraab responds as with that much money, he could practically buy himself a small moon and that type of opportunity is hard to dismiss. SixSix begins revving up his jetpack to give chase, but the hoverboard stops him as the other alien insults him in an unspeakable form.

"Let's wait a bit, pick him up when he is transformed into something that can't fight back" he ordered the others while flying away in his hoverboard, the two other bounty hunters look at each other, knowing full well that the hoverboard bounty hunter was wanting to cash in by himself. They let him go 'wait' while Kraab tries to adjust his systems and SixSix ready his weapons in preparation, meanwhile the Tennyson trio tried to move as fast as possible without the engine giving out

"They came out of nowhere, who are these people?" Diamond Head asked while holding his head with a hand, still hearing a faint buzzing from the Sonic attack of before.

"My best guess is that they came after your device, but the question still stands" Max came to the best conclusion he could with the current data, but the Rust Bucket begins to make some not so great sounds as smoke comes out from the engine

"That can't be good" Gwen comments as hitting that bounty hunter probably damaged the vehicle more than initially thought.

"Hopefully I get Upgrade before any of those guys catch up, we can't break down in the middle of the road" Diamond Head said as they were entering the ghost town Gwen had commented on before this whole ordeal started, upon stopping Max goes to check the engine, finding some pieces of metal from that Kraab's armor had gone through a few components.

"I can fix this in fifteen minutes, let's hope we get more than just that" the elder Tennyson commented as he slammed down the hood, rushing in to grab his tools. Suddenly the hoverboard bounty hunter flew over to Diamond Head, picking him up by his back spike and carrying him out of the ground. Spinning around to throw him against a building, worrying the other Tennysons watching this "Ben!"

"Billions of beings on this planet and the Omnitrix winds up on the wrist of a foolhardy youth." The bounty hunter grumbled as he approached the fallen Tennyson, clearly disappointed and even angry that something like a child would be wielding the device.

"Well, this thing doesn't come off. I've tried." Diamond Head told him while getting up, this guy was starting to get on his nerves.

"Of COURSE it doesn't. Its power utilizes alien DNA, which binds to the host's own genetic structure. It cannot simply be removed like - taking off a hat..." Tetrax explained and as he spoke, Diamond Head sneakily readied a blade and rushed to attack him. Hoverboard, with his back turned, expertly dodged and counterattacked with an uppercut that sent Diamond Head flying.

"I would say your choice of warriors is based solely on brute strength, but clearly you don't choose any of them." Hoverboard said, clearly the Omnitrix wielder was more concerned with physical might, but considering how he can't even control the transformations, he was a liability in combat to himself.

"You talk like I SHOULD be able to choose which alien to transform, but ever since this thing became attached to me, I have been changing non-stop!" Ben questioned the mysterious attacker

"Somehow you locked yourself into a transformation loop, I am surprised you even activated such a function by accident" the bounty hunter comments, as Ben rushed in with both arms transformed into spikes. However, the bounty hunter easily stepped to the side while pushing down Ben's right arm attempting to stab him with his left arm, which he then used to backhand him, knocking him back a few steps.

"You were moments away from losing your life," He told the boy, using his left arm again to deflect Diamondhead's left arm stab "- and the Omnitrix." He added, raising his left arm again and deflecting the Petrosapien's right arm stab, pushing his left arm aside when he attempted another stab, finally shoving his face to knock him back.

"Victory should've been swift and effortless." He continued to lecture, deflecting yet another simple left hand stab with his right hand, uppercutting Diamondhead with his left hand, knocking him back. He came in for another right hand stab, but a one-inch punch from the bounty hunter's left hand sent him to the ground. "The Omnitrix is not some toy for your amusement. It's the most powerful weapon in the galaxy. The key to an epic battle between good and evil." The masked mercenary told him.

"Then whose side are you on?" Diamond Head asked.

"...You're still alive, aren't you?" The bounty hunter said simply, which made Ben blink for a moment.

"You're a good guy?!" The crystalline creature questioned in disbelief, then why would this guy be fighting him if he's with the heroes?

"My mission is to retrieve the Omnitrix at all costs. Since it is attached to you, I will bring you back for its removal." The hoverboard bounty hunter told him, planning on finding the Omnitrix's creator to ensure it would be in safe hands, having the watch for himself was tempting, but Tetrax didn't trust himself with such responsibility after what he has done...

"Oh, no. I'm not going anywhere with you." Ben refused as he raised his fist together into a boxing position.

"It's not your choice." The Petrosapien told him, not even reading himself in a combat position as he didn't think the kid had it in him.

"It is now...!" Diamondhead declared, before tackling him, causing him to drop his folded-up hoverboard. He grabbed Diamondhead by the face and threw him off, getting back up.

"It's disturbing how little you know of this alien's strengths and weaknesses. You barely scratched the surface of its potential!" The hoverboard bounty hunter continued to lecture.

"Yeah? So what makes you such an expert?" Diamondhead asked, slowly getting back to his feet.

The bounty hunter's helmet slid open and revealed a face almost identical to Diamondhead's, although his crystals have a more bluish hue and he had green eyes. It was another Petrosapien.

"You're... Me!" Diamondhead was shocked, this was the first time he met someone else of the same species as one of his transformations.

"Wrong. I am a noble warrior, you are an impulsive annoyance!" Tetrax told him, thinking little of the kid. Suddenly, the Omnitrix timed out his transformation as Ben transformed into a different one, but this was a new face compared to normal... It seemed like he transformed into SixSix's species!

Ben's transformation and SixSix looked exactly the same except his jumpsuit is now a white color, the black highlights are now darker, and the silver armor plating has a lighter tint to them too. Most of his pouches are smaller and the ones on his shoulders are more angular. The pikes on his shoulders became shorter and wider. The chest of his jumpsuit, jet pack, and claws are a silver color. His helmet had the Omnitrix hourglass symbol instead of the same pattern as SixSix visor, being of green in color instead of pink, the Omnitrix symbol was in his belt buckle

Ben looked at the form momentarily in surprise, this was a first, the kid thought the ten transformations he already had would be the only ones, but it seems he got a gift from that jetpack bounty hunter. Clinching his fist Ben pounces at Tetrax once again, dodging better as the transformation gave him enhanced agility, but that wouldn't compensate for all the experience Tetrax had over him.

"We have wasted enough time." The Petrosapien said, delivering a clean punch to the stomach that takes the air out of the Sotoraggian, lifting Ben up by the front of his armor's collar.

Tetrax looked for the dropped hoverboard, but it had disappeared. Kraab suddenly walked out from behind a building, hoverboard in hand.

"Looking for THIS?! You're not getting off this planet with the Omnitrix. And just to be sure..." The Piscciss Premann declared, looking off to the side, where SixSix then appeared, holding Gwen and Max.

"Hands off!" Max snapped

"Let me go!" Gwen cried out.

"See, we've decided to work together! And split the reward - and you, in half!" Kraab declared, clamping his claw while Ben was left slack-jawed under his mask.

The two groups were left in a standoff in the setting sun. Tetrax continued to hold Ben who was trying to get off his grip and save his family, while SixSix held weapons to Max and Gwen's faces, briefly tilting his head upon seeing Ben's transformation into the same species as the bounty hunter.

Kraab made the first move, shooting beams at Tetrax. However, the Petrosapien blocked them with his back, shielding Ben. He then fled into a house and dropped Ben inside, who looked up to see Tetrax shielding against Kraab's heavy fire by simply standing.

SixSix snapped at Kraab in his alien language, likely berating him for risking damage to the Omnitrix. "Don't blow a gasket, 'metal-mouth', I know what I'm doing!" The Piscciss Premann snapped back.

Inside, Ben turned frantically to Tetrax. Speaking in the same language as SixSix, but a robotic voice filter translates it to "What are we waiting for? We've gotta save them!"

"Don't be foolish. Keeping the Omnitrix secure is the only priority here."  Tetrax told the boy, holding him by the collar again.

"Not to me. That's my family!" He declared while pointing to himself with his thumb, despite the emotionless mask, determination could be seen from his eyes.

"You cannot save them. You would soon be overpowered and captured, right now you're transformed into a species you barely know while another more experienced member of that race is on the offensive. The obvious choice is for me to retrieve my hoverboard, so that we may leave the planet." Tetrax tried to reason with the child, showing why saving his family was too much of a risk for him to take, with how he never even saw a Sotoraggian before today, what hope did the kid have to battle another? It was best to retrieve themselves into a safer location, lose the track of those other bounty hunters.

"But-" Ben tried to argue, but was interrupted when the crystal alien brought him closer to look eye to eye.

"Stay here." Tetrax ordered, putting Ben down and running out the door. The kid is irritated, but then notices the pockets in his armor and decides to see what type of 'heat' he was carrying

Tetrax leapt through the smoke of Kraab's fire and launched a volley of crystals that flew past Kraab, pelting SixSix's body, only bouncing off his armor, but still packing enough punch to knock him to the ground.  Kraab saw this and turned around, seeing Tetrax rushing in, leaping right towards him. He swung his claw at the Petrosapien, but Tetrax leaned forward and extending his legs to be in a diving position, passing over the claw harmlessly and snatching his hoverboard out of Kraab's hand.

He opened the board and flew away to avoid blasts from the now-recovered SixSix. He circled back and leapt off the board, his heavy crystalline body rapidly plummeting towards the ground. Max, Gwen and Kraab wisely chose to run away, but Sixsix decided to continue shooting at the Petrosapien, right up to the point where he landed on the armored bounty hunter.

The cybernetic crab and the non-powered Tennysons took cover from the sizeable dust cloud created by the impact, while Tetrax grabbed Sixsix by the throat and lifted him out of the small crater created by his impact, knocking him back with a powerful right underhand punch to the stomach and left hook, sending him skidding across the ground. The Sotoraggian sat up and fired a rocket from his wrist, but Tetrax formed a large diamond construct to shield himself. Kraab dropped down behind the crystalline mercenary, swinging his claw at him, but the Petrosapien caught the large limb, using the momentum of the strike and his lowered position in the crater to pull the Piscciss Premann off balance and throw him over his shoulder.

Kraab ends up through the building Ben is hiding, getting up to see the kid taking out a pocket extension to his gun turning it into a laser rifle as he shoots, it was amusing how the kid tried to aim his shot, but when it did hit, Kraab could feel great pain from the gun's blast.

"You're mine!" The robotic crustacean jumped to smash Ben with his claw, the alien hero rolls out of the way as he takes out another smaller gun throwing it up in the air, an extra hand comes out from his shoulder to hold it. Ben tries to keep his distance from Kraab while shooting him down, this transformation gave him enhanced physical traits but he still felt that a good hit would make it over for him.

"You're not even on Sixsix's level, just an amateur pretending to know what those things do" Kraab fired his arm cannon as Ben did his best to dodge, trying to activate the jetpack by slamming his fist on the side of it, instead various metallic tentacles with plugs come out. Kraab was moving much faster than Ben could think a guy in so much armor could move, he stumbled his way out of a claw attack while putting the metallic tentacles away.

The fight goes outside as Kraab continues to get the advantage, Ben pulls out a brass knuckle with a electrical and hits in one of Kraab's exposed wires from his previous battle damage, this caused him to start stumbling around in pain as his arm joints spinning

Seeing that it worked, moved in to hit him again but the crustacean won't let that happen, with a big swing he laughs Ben away. The kid recovers rather well thanks to the armor, picking out a taser gun from his pocket and shooting right at the bounty hunter's chest. That caused Kraab's entire head to spin around, until he came to a stop... And fell to the ground, completely out of commission. "One down!" The alien hero declared proudly, storing his weapons back.

Tetrax and SixSix continued brawling, SixSix swiping his claw-like hands at Tetrax, who dodged and hit Sixsix with a left hook to the side, swinging a right haymaker to the Sotoraggian's head, but he dodged and grabbed Tetrax from behind, using his jetpack to fly him up in the air and suplex him into the ground.

Ben gasped as he noticed the Petrosapien's defeat, which allowed SixSix to spot him and aim his wrist-rockets at him.

However, Max quickly jumped on SixSix's back to throw his aim off. " Ben! Run!" He told his grandson, but SixSix threw Max to the ground and started menacingly spinning his circular saw close to his face.

"NO!" Gwen cried out in horror.

Thankfully, he was distracted when Ben took his shot. SixSix dodged it effortlessly, but wasn't fast enough for the follow up hook, the two begin exchanging fists for a moment before grappling where Ben hold a somewhat notable advantage even if small. Sixsix began revealing his small shoulder arms when the Omnitrix began beeping "Four arms would be great here"

Sixsix takes this moment to swing Ben off his feet and into the ground, aiming his laser gun at him before the explosion of energy blinds him, shooting as it happens... Only to find no corpse once the light dies down, he looked around from his sides and upwards, but not below his own feet as Ben had become Grey Matters

Ben begins climbing the bounty hunter's leg to get on his torso, but is noticed by the enemy "Hey there!" Grey Matter spoke as he did his best to dodge Sixsix's attempt to grab him.

Tetrax got up and saw SixSix fumbling with Grey Matter on him. " I told you to stay out of my way!" He snapped at the amphibian alien.

"Wonder what would happen if I did this!" Grey Matter declared, ripping wires in SixSix's armor. This caused Sixsix's jetpack to go haywire, making him take off and fly uncontrollably in several directions, before slamming into the supports of a water tower. The armored bounty hunter eventually dove to the ground, the thrust of the jetpack dragging him across it. He finally came to a stop right in front of Kraab, who was still on the floor.

Grey Matter then noticed the water tower's supports failing and the tower starting to teeter... right towards them. "I hate this planet..." Kraab grumbled as Grey Matter ran over him, before the tower came crashing down on the bounty hunters and burst open with water.

"Only one way to beat the desert heat, don't you think...?" Grey Matter said to Tetrax, who gave a small chuckle.

"Pretty smart... for a human." Tetrax rather backhandedly praised the boy, to which Grey Matter nodded.

Tetrax then used a device to deploy a small flying cube. It traveled to where Kraab and SixSix were laying, growing to engulf them, then shrinking back to its original size, shrinking them along with it.

Max and Gwen come closer to Grey Matter as he stays in his grandfather's shoulder until the next transformation, Tetrax placed the cube in his pocket. " I'll return as soon as I am able!" The Petrosapien told the boy.

"What about this?" Ben asked, turning around and pointing at the Omnitrix.

"It's in good hands until then." Tetrax assured him, prompting the small Galvan to smile, it seemed he earned the respect of the alien warrior.

"This may be of some use in the meantime." The Petrosapien offered as he handed his hoverboard to Ben.

"Oho, man! Are you serious?!" The boy asked in excitement, Grey Matter could barely hold the thing due to his size but it was surprisingly light to carry over his head. But he soon lowered the excitement when he remembered something. "Hold on... You said you needed this to get off the planet." He pointed out.

"Selective disinformation." Tetrax said simply.

"I see..." Grey Matters comments as Tetrax then took a few steps forward and pulled out a device from his belt, bringing his helmet back over his face and pressing the device, teleporting him away.

"How come you get all the cool alien stuff?" Gwen complained as she looked at the hoverboard.

"Fits my style." Ben said proudly, holding the hover board in his front now as he almost dropped it.

"Riiight... I have something for you too!" She said, before pouring sunscreen all over his head, getting back at him for when it happened to her earlier.

Back on the Chimeran Hammer, the Warlord and a android lieutenant watch a feed of Earth, a spec of light exiting the planet and shooting off into space. The Warlord realized in anger "Betrayed..."

"Sensors indicate the Omnitrix is not with the mercenaries." The android informed its master.

"It would appear the creature who possesses the Omnitrix - is as clever as it is fierce. But I shall not be denied." The Warlord declared through labored breathing.

[Author's notes]

Ben has unlocked his first new alien! I decided to go with Sixsix's species since they are one of my favorites, gave him armor and a few weapons for the sake of him being useful in combat, otherwise the transformation wouldn't have a lot going for it. Might add one more transformation in the Megawatt episode, which should be the next one.